Host Hotels & Resorts (HST) 10-K risk factor changes: FY2023 vs FY2022

Because lodging industry demand typically follows the general economy, the lodging industry is highly cyclical, which contributes to potentially large fluctuations in our financial [removed: condition and our results of operations.]

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

[added: -] factors that may shape public perception of travel to a particular location, [removed: such as] [added: including] natural disasters, [added: such as the Maui wildfires in 2023,] weather events, [removed: including] [added: such as] Hurricane Ian in 2022, pandemics and [removed: outbreaks of contagious diseases,] [added: other public health crises,] 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;

[added: -] risks that U.S. immigration policies and border [removed: closings] [added: closings, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates] will suppress international travel to the United States generally or decrease the labor pool;

[added: -] the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, [added: or] trade tensions and tariffs between the United States and its trading partners such as China, all of which could affect global travel and lodging demand within the United States;

[removed: volatility in global financial and credit markets, and the impact of budget deficits and pending and] [added: -] future U.S. governmental action to address [removed: such] [added: budget] deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, [added: all of] which could materially adversely affect U.S. [removed: and global] economic conditions, business activity, credit [removed: availability, borrowing costs,] [added: availability] and [removed: lodging demand;][added: borrowing costs;]

[added: -] operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs 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 [removed: costs, and risks relating to the continued response to the COVID-19 pandemic by our hotel managers, such as increased hotel costs for cleaning protocols;][added: costs;]

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

[added: -] changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers;

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

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

In addition, the U.S. economy [removed: is currently experiencing] [added: experienced] high rates of [removed: inflation,] [added: inflation from 2021 to 2023,] which has increased our operating expenses due to higher wages and [removed: costs.][added: costs, and rates of inflation may remain elevated in the future.]

Moreover, [removed: the current] [added: an] 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.

[added: -] price volatility, dislocations and liquidity disruptions in the U.S. and global equity and credit markets;

[added: -] 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; 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;

[added: -] decreases in our current or estimated future earnings or decreases or fluctuations in the market price of the common stock of Host Inc.;

[added: -] increases in interest rates; and

[added: -] the terms of our existing indebtedness, which [removed: currently] [added: would] restrict our incurrence of additional debt [removed: while] [added: if] we [removed: are] [added: were to fall] below required covenant levels.

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

[removed: If they are successful, it could divert] [added: Internet travel intermediaries may also target] group and convention [added: business, which could divert such] business and materially adversely affect our revenues and profitability.

[added: -] government regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws;

[added: -] loss in value of real estate due to changes in market conditions or the area in which it is located or losses in value due to changes in tax laws or increased property tax assessments;

[added: -] potential civil liability for accidents or other occurrences on owned or leased properties;

[added: -] the ongoing need for owner-funded capital improvements and expenditures in order to maintain or upgrade hotels;

[added: -] periodic total or partial closures due to renovations and facility improvements; and

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

As of December 31, [removed: 2022,] [added: 2023,] we and our subsidiaries had total indebtedness of approximately $4.2 billion.

[added: -] make it more difficult for us to satisfy our obligations with respect to our indebtedness;

[added: -] limit our ability in the future to undertake refinancings of our debt or to obtain financing for expenditures, acquisitions, development or other general corporate needs on terms and conditions acceptable to us, if at all; or

[added: -] affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

The terms of our indebtedness place restrictions on us and on our [removed: subsidiaries] [added: subsidiaries,] and these restrictions reduce our operational flexibility and create default risks.

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

[added: -] 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 coverage.

[added: 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.

In general, the representations and warranties provided in the transaction agreements may not survive long enough for us to become aware of such liabilities and to seek recourse against our [removed: sellers] [added: sellers,] and indemnification covering representations and warranties often is limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses.

[added: -] We may not obtain the zoning, occupancy and other required governmental permits and authorizations necessary to complete the development.

[added: -] Any new construction involves the possibility of construction delays and cost overruns that may increase project [removed: costs.][added: costs, including increased costs due to shortages of supplies as a result of supply chain disruptions.]

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

[added: -] We may not be able to meet the loan covenants in any indebtedness obtained to fund the new development, creating default risks.

[added: -] Risks related to change in economic and market conditions between development commencement and [removed: hotel] [added: property] stabilization.

condition and our results of operations.

- volatility in global financial and credit markets, which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs;

It also may increase the bargaining power of hotel

For example, lodging demand in Maui, one of our largest markets by revenues, was significantly impacted by wildfires in 2023, and the effect on lodging demand is expected to continue in 2024.

Investments in joint ventures may involve

Our hotel managers may store and process such customer information as well as proprietary information both on systems

Further, any adoption of artificial intelligence by us or by third parties may pose new security challenges.

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

- *Restrictions on transfer and ownership of Host Inc.’s stock*.

excess of the ownership limit.

- *Preferred shares; classification or reclassification of unissued shares of capital stock without stockholder approval*.

continue to qualify as a REIT.

An increased focus on metrics and reporting related to corporate responsibility, specifically related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.

ESG evaluations, including ESG scores and ratings, are important to some investors and other stakeholders and may impact the price of our securities and business practices.

Investors may focus on, and consider a company's ESG-related business practices, scores and reporting when choosing to allocate their capital in making investment decisions, including if they invest in our securities.

Further, the criteria used in these ratings systems change frequently, and we cannot guarantee that we will be able to score well as criteria change.

Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors or others compare us against similar companies in our industry and could cause certain investors to be unwilling to invest in our stock which could adversely impact our ability to raise capital.

In addition, the adoption of increased government regulations and changes in investor preference related to ESG and similar matters may result in changes to our business practices, including increasing expenses or capital expenditures.

Other impacts related to ESG matters may include the costs of compliance with new or existing regulations, standards or reporting requirements regarding the environmental impacts of our business, such as the SEC's proposed climate change disclosure rule.

The continuing effects from the COVID-19 pandemic may materially and adversely impact our business, financial condition, results of operations, liquidity and cash flows.

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

While the initial restrictive measures put in place in jurisdictions where we own hotels have been lifted and operations have returned close to pre-pandemic levels, existing or future COVID-19 variants may still have a material adverse effect on operations and future bookings.

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

Also, although internet travel intermediaries traditionally have competed to attract transient business rather than group and convention business, in recent years they have expanded their business to include marketing to large group and convention business.

We significantly increased our indebtedness due to the pandemic and utilized the revolver portion of our credit facility in order to increase our cash position and to preserve financial flexibility in light of the impact resulting from COVID-19, which borrowings were repaid in 2021 and 2022.

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

In 2023, collective bargaining agreements will expire at hotels in New Jersey and Chicago.

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

Recovery under the applicable policies also is subject to substantial deductibles and complex calculations of lost business income.

Marriott remains subject to other lawsuits and investigations arising around the world.

Hyatt Regency Coconut Point Resort and Spa.

However, the REIT

This discussion focuses on our financial condition and results of operations for the year ended December 31, [removed: 2022] [added: 2023] as compared to the year ended December 31, [removed: 2021.][added: 2022.]

For a discussion and analysis of the year ended December 31, [removed: 2021] [added: 2022] compared to the same period in [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] filed with the SEC on February [removed: 24, 2022.][added: 22, 2023.]

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: 2022.][added: 2023.]

As of February [removed: 17, 2023,] [added: 23, 2024,] we own [removed: 78] [added: 77] hotels in the United States, Canada and Brazil and have minority ownership interests in an additional [removed: 23] [added: 35] 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: 65%, 32%,] [added: 61%, 35%,] and [removed: 3%,] [added: 4%,] respectively, of our [removed: 2022] [added: 2023] room [removed: sales, which is in-line with our 2019 pre-pandemic mix of customers.][added: sales.]

Operations from our domestic portfolio account for approximately [removed: 99%] [added: 98%] of our total revenues and [removed: 1%] [added: 2%] relate to our five hotels in Canada and Brazil.

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

| [removed: ● | *Rooms] [added: •*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. | | | 61 | [removed: %] | [removed: | | 63 |] % |

| [removed: ● | *Food] [added: •*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: 29 | % | | |] 30 | [added: |] % |

| [removed: ● | *Other] [added: •*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 cancelation fees, resort and destination fees, parking, golf courses, spas, entertainment and other guest services. This category also includes other rental revenues. | | | [removed: 10 | % | |] [added: 9] | [removed: 7] | % |

Hotel operating expenses represent approximately [removed: 98%] [added: 99%] 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 for each of 2022 and 2019:][added: expenses:]

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

| [removed: ● | *Rooms] [added: •*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. | | | 18 | [removed: %] | [removed: | | 19 |] % |

| [removed: ● | *Food] [added: •*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: 22 | % | |] [added: 23] | [removed: 24] | % |

| [removed: ● | *Other] [added: •*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. | | | 29 | [removed: %] | [removed: | | 28 |] % |

| [removed: ● | *Management] [added: •*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. | | | 5 | [removed: %] | [removed: | | 5 |] % |

| [removed: ● | *Other] [added: •*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: 8 | % | |] [added: 9] | [removed: 8] | % |

| [removed: ● | *Depreciation] [added: •*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: 16 | % | |] [added: 15] | [removed: 14] | % |

Taken separately, these costs represent approximately [removed: 55% and 58%] [added: 57%] of our rooms, food and beverage, and other departmental and support [removed: expenses in 2022 and 2019, respectively.][added: expenses.]

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

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

[added: -] *revenues per available room (“RevPAR”)* is used to evaluate hotel operations.

[added: -] *total revenues per available room (“Total RevPAR”)* is a summary measure of hotel results calculated by dividing the sum of rooms, food and beverage and other ancillary services revenues by room nights available to guests for the period.

[added: -] *NAREIT Funds From Operations (“FFO”) and Adjusted FFO per diluted share.* We use NAREIT FFO and Adjusted FFO per diluted share as supplemental measures of company-wide profitability.

[removed: *All Owned Hotel] [added: - *Comparable hotel] EBITDA.* [removed: All Owned] Hotel EBITDA measures property-level results before debt service, depreciation and [removed: corporate] [added: corporate-level] expenses (as this is a property level measure) and is a supplemental measure of aggregate property-level profitability.

We use [removed: All Owned Hotel] [added: comparable hotel] EBITDA and associated margins to evaluate the profitability of our [added: comparable] hotels.

[added: -] *EBITDA, EBITDAre and Adjusted EBITDAre.* Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) is a supplemental measure of our operating performance and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies.

Summary of [removed: 2022] [added: 2023] 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: 2022] [added: 2023] (in millions, except per share and hotel statistics):

| *Historical Income Statement Data:* | | | | | | | | | | | | | [added: | | | | |]

| | | [removed: 2022] | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | [added: | | | | |] Change | | |

| Total revenues | | [added: |] $ | [removed: 4,907] [added: 5,311] | | | [added: | |] $ | [removed: 2,890] [added: 4,907] | | | | [removed: 69.8] | [added: 8.2 | |] % |

| [removed: Net income (loss) |] [added: Net income] | | [removed: 643] | [added: $] | [added: 752] | | [removed: (11] | [removed: )] | | [removed: N/M] [added: $] | [added: 643] | |

| Operating profit [removed: (loss)] | | | [removed: 775] [added: 827] | | | | [removed: (250] | [removed: )] | [added: 775] | [removed: N/M] | | | [added: | | 6.7 | | % |]

| Operating profit [removed: (loss)] margin under GAAP | | | [removed: 15.8] [added: 15.6] | [added: |] % | | | [removed: (8.7] | [removed: )%] [added: 15.8] | | [removed: N/M] [added: %] | | | [added: | (20) | | bps |]

| Adjusted EBITDAre ⁽¹⁾ | | [removed: $] | [removed: 1,498] [added: 1,629] | | | [removed: $] | [removed: 532] | | [added: 1,498] | | [removed: 181.6] | [added: | | | 8.7 | |] % |

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

| [removed: NAREIT] [added: NAREIT] FFO per diluted [removed: share ⁽¹⁾ |] [added: share] | | [removed: 1.79] | [added: $] | [added: 1.92] | | [removed: 0.60] | | | [added: $] | [removed: 198.3] [added: 1.79] | [removed: %] |

| [removed: Adjusted] [added: Adjusted] FFO per diluted [removed: share ⁽¹⁾ |] [added: share] | | [removed: 1.79] | [added: $] | [added: 1.92] | | [removed: 0.61] | | | [added: $] | [removed: 193.4] [added: 1.79] | [removed: %] |

| | | | | | |

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

| | | | | | |

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

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

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

| Net income | | | 752 | | | | | | 643 | | | | | | 17.0 | | % |

| EBITDAre ⁽¹⁾ | | | $ | 1,632 | | | | | $ | 1,504 | | | | | 8.5 | | % |

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

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

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

| | | | 2023 Comparable Hotels ⁽¹⁾ | | | | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | Change | | |

| Comparable hotel revenues ⁽¹⁾ | | | $ | 5,169 | | | | | $ | 4,773 | | | | | 8.3 | | % |

| Comparable hotel EBITDA ⁽¹⁾ | | | 1,557 | | | | | | 1,520 | | | | | | 2.4 | | % |

| Comparable hotel Total RevPAR ⁽¹⁾ | | | $ | 344.63 | | | | | $ | 318.25 | | | | | 8.3 | | % |

| Comparable hotel RevPAR ⁽¹⁾ | | | 211.71 | | | | | | 195.87 | | | | | | 8.1 | | % |

Total revenues increased $404 million, or 8.2%, compared to 2022, due to increased demand at our convention and downtown properties, partially offset by some moderation at our resort properties.

The improvement during 2023 was buoyed by first quarter 2023 results, as the Omicron variant of COVID-19 significantly impaired travel during January and the first part of February in 2022.

In addition, the recovery at our city-center properties throughout the year allowed for significant improvements in several markets, such as New York, Washington, D.C. and Boston.

However, growth was muted during the year due to negative impacts from the August wildfires in Maui, moderating rates at resorts in comparison to 2022, as well as elevated levels of international outbound travel throughout the year while international inbound travel recovered at a slower pace.

None of our hotels in Maui sustained physical damage from the August wildfires, and our hotels were still able to fill rooms with emergency response teams and displaced residents; however, we estimate that the wildfires negatively impacted our comparable hotel RevPAR and Total RevPAR by approximately 50 basis points and 70 basis points, respectively, for the full year.

Comparable hotel Total RevPAR growth was led by our Boston, Washington, D.C., New York, and Houston markets with growth of 42.5%, 21.5%, 19.2%, and 19.2%, respectively, compared to 2022, through a combination of rate and occupancy growth, driven by strong group.

Our hotels in Northern Virginia, Seattle, and San Francisco/San Jose also outperformed our portfolio with comparable hotel Total RevPAR increases of 18.4%, 15.9%, and 15.4%, respectively.

These strong performances were offset by comparable hotel Total RevPAR declines at our Austin and Miami markets of 4.0% and 1.8%, respectively.

The declines in Austin were driven primarily by decreases in rates due to weaker transient demand, while Miami was impacted by the ongoing renovation at the 1 Hotel South Beach.

Comparable hotel Total RevPAR at our Maui/Oahu market decreased 5.1% due to the impacts from the Maui wildfires in August.

As expected, margins during the year faced downward pressure in comparison to 2022 following the ramp up in operations that year as our managers returned to stable staffing levels at our properties, while occupancy remained 8 percentage points below 2019 levels.

In addition, we faced increased insurance and utility expenses, higher wages and a decline in attrition and cancelation revenues compared to 2022.

These downward pressures on margins were partially offset by margin improvements achieved through the implementation of portfolio-wide cost reductions with our hotel managers over the past several years.

Our

comparable hotel EBITDA margins, which exclude these items and benefited from only $8 million of business interruption gains, declined 170 basis points to 30.1% for the year, down from 31.8% in 2022 due to the trends discussed above.

The improvement was primarily due to improving operations at our hotels and an increase in gain on asset sales and gain on insurance settlements.

Adjusted FFO per diluted share increased 7.3% to $1.92 in 2023, as the increase in Adjusted EBITDA*re* was partially offset by an increase in interest expense (excluding debt extinguishment costs) and income taxes which are included in Adjusted FFO per diluted share but not Adjusted EBITDA*re*.

2024 Outlook

We continued to see positive momentum in the lodging industry throughout 2023, as the U.S. economy remained resilient despite the sharp increase in interest rates.

As the year progressed, inflation moderated even as unemployment remained at very low levels and consumer spending remained strong.

U.S. lodging demand typically follows the growth of the U.S economy and is correlated to changes in gross domestic product (GDP).

Moving into 2024, these results have led to increased optimism that inflation can be contained without leading to a recession.

However, many risks to economic growth remain, including the continued effects of tight monetary policy and the Federal Reserve's decisions around interest rates, geopolitical instability throughout the globe, volatile oil prices and the uncertainty surrounding the U.S. presidential election.

Because of the significant adverse impact that the COVID-19 pandemic had on our operations during 2020 and 2021, the mix of our hotel revenues and expenses shifted during those years, reflecting lower occupancies at our properties and less use of food and beverage services.

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

| | | | | | | | | | |

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

| | | | % of 2022 Revenues | | | | % of 2019 Revenues | | |

In discussing our operating results, we typically present RevPAR and certain other financial data on a comparable hotel basis.

However, due to the COVID-19 pandemic and its effects on operations, there is little comparability between years.

For this reason, we temporarily suspended our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting 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, 2022, but do not include the results of operations for properties sold or held-for-sale as of the reporting date; and (2) operating results for acquisitions as of December 31, 2022 are reflected for full calendar years, to include results for periods prior to our ownership.

For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results.

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.

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

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

| EBITDAre ⁽¹⁾ | | $ | 1,504 | | | $ | 542 | | | | 177.5 | % |

| | | 2022 Owned Hotels ⁽¹⁾ | | | | | | | | | | |

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

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

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

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

___________

(1)

N/M = Not meaningful.

Total revenues increased $2,017 million, or 69.8%, compared to 2021, due to strong leisure demand at our resort hotels and the recovery of business transient and group travel during the year.

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.

Similarly, our Boston and Seattle markets continue to lag the portfolio, with declines of 32.9% and 24.6%, respectively, compared to 2019.

Operating trends overall continued to improve throughout the year.

During the first half of the year, hotel-level operating costs increased at lower rates when compared to increases in revenues over the same period as hiring did not keep pace with the improvement in operations during the first half of 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.

Our All Owned Hotel EBITDA margins, which exclude these items, improved to 31.8% for the year, up from 23.55% in 2021.

The improvement was primarily due to improving operations at our hotels, offset by a $289 million decrease in other gains, consisting primarily of a lower gain on sale of assets in 2022 as compared to 2021.

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.

As of February [removed: 17, 2023,] [added: 23, 2024,] we do not have any interest rate derivatives outstanding.

If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in [removed: 2023.][added: 2024.]

| | | [added: |] Expected Maturity Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]

| | | [removed: 2023] | [removed: |] [added: 2024] | | [removed: 2024] | | | | 2025 | | | | [added: | |] 2026 | | | | [added: | |] 2027 | | | | [added: | | 2028 | | | | | |] Thereafter | | | | [added: | |] Total | | | | [added: | |] Fair Value | | |

| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| Debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

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

| Variable rate ⁽¹⁾ | | [added: |] $ | [removed: (5] [added: (4)] | [removed: )] | | [added: | |] $ | [removed: (1] [added: (4)] | [removed: )] | | [added: | |] $ | [removed: —] [added: (3)] | | | [added: | |] $ | [removed: —] [added: 500] | | | [added: | |] $ | 500 | | | [added: | |] $ | [removed: 500] [added: —] | | | [added: | |] $ | [removed: 994] [added: 989] | | | [added: | |] $ | 1,000 | |

| Average interest rate ⁽²⁾ | | | [removed: 5.7] [added: 6.4] | [added: |] % | | | [removed: 5.7] | [added: 6.4 | |] % | | | [removed: —] | [added: 6.4 | |] % | | | [removed: —] | [added: 6.4 | |] % | | | [removed: 5.7] | [added: 6.4 | |] % | | | [removed: 5.7] | [added: — | |] % | | | | | | | | | [added: | | | |]

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

[removed: The] [added: (2)The] interest rate for our floating rate payments is based on the rate in effect as of December 31, [removed: 2022.][added: 2023.]

For [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] revenues from our consolidated foreign operations were [removed: $71] [added: $92] million and [removed: $24] [added: $71] million, respectively, or approximately [removed: 1%] [added: 2% and 1%, respectively,] of our total revenues.

In the [removed: first] [added: third] quarter of [removed: 2022,] [added: 2023,] three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million [removed: ($79] [added: ($75] million), and we received [removed: $0.2] [added: $1.9] million in the aggregate upon settlement of these contracts.

In replacement of the maturing contracts, we entered into three new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million [removed: ($75] [added: ($74] million), which will mature in August [removed: and September 2023.][added: 2024.]

As of December 31, [removed: 2022,] [added: 2023,] the fair value of these contracts was [removed: $2.0] [added: $(1.2)] million.

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

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

| Fixed rate ⁽¹⁾ | | | $ | 397 | | | | | $ | 498 | | | | | $ | 399 | | | | | $ | 88 | | | | | $ | (4) | | | | | $ | 1,842 | | | | | $ | 3,220 | | | | | $ | 3,001 | |

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

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,209 | | | | | $ | 4,001 | |

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

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

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

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

(1)

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.

(2)

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.

As of February [removed: 17, 2023,] [added: 23, 2024,] our consolidated lodging portfolio consists of [removed: 78] [added: 77] primarily luxury and upper-upscale hotels containing approximately [removed: 42,200] [added: 42,000] rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).

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: 2022.][added: 2023.]

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

[added: -] *Strong scale and integrated platform* - Utilize our scale to create value through enterprise analytics, asset management and capital investment initiatives, while aiding external growth by leveraging scale as a competitive advantage to acquire assets befitting our strategy.

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

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

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

[added: -] *Resorts* in destination locations with limited supply growth.

[added: -] *Convention destination hotels* that are group oriented in urban and resort markets.

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

[added: -] Enhance operating performance and profitability by using our business intelligence system to benchmark and monitor hotel performance and cost controls.

[added: -] Drive revenue growth by conducting detailed strategic reviews with our managers on markets and business mix to assist them in developing the appropriate group/transient mix, online presence to address a broad customer base, and market share targets for each hotel.

[added: -] Work with leading [removed: brands,] [added: brands,] such as Marriott and Hyatt, to take advantage of their worldwide presence and lodging infrastructure.

[added: -] Improve asset value through the extension or purchase of ground leases or the restructuring of management agreements to increase contract flexibility.

For [removed: 2023,] [added: 2024,] we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale.

Similarly, we intend to continue our capital recycling program with strategic and [added: opportunistic dispositions.]

Our Corporate Responsibility ("CR") program is centered around the concept of responsible investment—an overarching strategy that guides our focus and actions across our three main themes of Environmental Stewardship, Social Responsibility and [removed: Governance:][added: Governance.]

[added: -] *Environmental Stewardship*: We are investing in solutions that conserve and restore natural capital to assist us in mitigating climate change and biodiversity impacts with the goal of achieving best-in-class returns.

[added: -] *Social [removed: Responsibility:*] [added: Responsibility*:] We are committed to advancing health, well-being and opportunity for all of our stakeholders, including investors, employees, partners and communities.

[removed: *Governance:*] [added: - *Governance*:] Our responsible investment strategies are guided by executive and board-level oversight, our EPIC values [added: of Excellence, Partnership, Integrity] and [added: Community, our] ethical standards, and a disciplined approach to risk management and sustainable value creation.

The energy and water data we use is collected and reviewed by [removed: third-parties] [added: third parties] who compile the data from property utility statements.

The charts below detail our [removed: third party] [added: third-party] verified Total Energy Consumption and Total Water Consumption for [removed: 2019] [added: 2020] through [removed: 2021,] [added: 2022,] the last three fiscal years for which data is available(1).

The [removed: declines] [added: increases] in Total Energy Consumption and Total Water Consumption for [removed: 2020] [added: 2021 and 2022] reflect the [removed: significant decrease in occupancy] [added: return of business] at our hotels as [removed: a result] [added: compared to the loss] of [added: occupancy from] the COVID-19 [removed: pandemic, while the increases] [added: pandemic] in [removed: 2021 reflect the return of business:][added: prior years:]

[removed:  ][added: ]

[removed: (1) Energy] [added: (1)Energy] and water metrics relate to our consolidated hotels owned for the entire year presented.

Our [removed: 2022] [added: latest] Corporate Responsibility Report, which [added: was issued in September 2023,] details our CR program and responsible investment [removed: strategy,] [added: strategy;] along with our environmental, social and governance performance and [removed: framework for] our [removed: 2050 vision, as well as full SASB disclosure] [added: new 2030 environmental] and [removed: EEO-1 report, was issued in September 2022.][added: social targets that will serve as the initial roadmap for achieving our aspirational vision of becoming net positive by 2050.]

[added: -] *Owners*—own the hotel and typically enter into an agreement for an independent [removed: third-party] [added: third party] to manage the hotel.

[added: -] *Owner/Managers*—own the hotel and operate the property with their own management team.

[added: -] *Franchisors*—own a brand or brands and strive to grow their revenues by expanding the number of hotels in their franchise system.

[added: -] *Franchisor/Managers*—own a brand or brands and operate hotels on behalf of the hotel owner or franchisee.

[added: -] *Managers*—operate hotels on behalf of the hotel owner, but do not, themselves, own a brand.

[removed: Trends in economic indicators such as gross domestic product] (“GDP”) growth, business investment, corporate profits and employment growth are key indicators of the relative strength of lodging demand.

The relatively long lead-time required to complete the development of hotels makes supply growth easier to forecast than demand [removed: growth,] [added: growth] but increases the volatility of the cyclical behavior of the lodging industry, as new supply may be planned during an upcycle but such supply may open for business in a weaker economy.

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 [removed: 2017] [added: 2018] to [removed: 2022.][added: 2023.]

[removed: ][added: ]

[removed: ][added: ]

Historically, business travelers have made up the majority of transient demand at our [removed: hotels, although] [added: hotels; however,] leisure [removed: has driven] [added: drove] the majority of our demand during the [added: recovery from the] COVID-19 pandemic [removed: in] [added: from] 2020 through 2022, with business transient seeing [removed: an accelerated] [added: a] recovery in the second half of [removed: 2022.][added: 2022 and through 2023.]

[removed: *Retail*:] [added: - *Retail:*] This is the benchmark rate that a hotel publishes and offers to the public.

[added: -] *Non-Qualified [removed: Discount*:] [added: Discount:*] This category includes special rates offered by the hotels, including packages, advance-purchase discounts and promotional offers.

[added: -] *Special Corporate*: This is a negotiated rate offered to companies and organizations that provide significant levels of room night demand to the hotel or to hotel brands generally.

We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a sustainability leader in the lodging REIT sector.

Our management approach is driven by people, culture, policies, targets and performance monitoring to improve the value from our investments of time, talent and financial resources.

This approach directly supports Host’s business strategy and goals.

The Corporate Responsibility Report also includes Task Force on Climate-Related Financial Disclosures (TCFD) and full SASB disclosures, as well as an EEO-1 report.

Trends in economic indicators such as gross domestic product

funds available from working capital are insufficient to meet the financial requirements of the hotels.

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

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

| Marriott | | | | | | 26 | | | | | | 19,033 | | | | | | 37.6 | | % |

| Ritz-Carlton | | | | | | 5 | | | | | | 1,917 | | | | | | 7.6 | | % |

| Autograph Collection | | | | | | 1 | | | | | | 223 | | | | | | 0.4 | | % |

| Westin | | | | | | 8 | | | | | | 3,970 | | | | | | 7.6 | | % |

| Total Marriott | | | | | | 50 | | | | | | 29,061 | | | | | | 62.4 | | % |

| Alila | | | | | | 1 | | | | | | 59 | | | | | | 0.9 | | % |

| Andaz | | | | | | 1 | | | | | | 320 | | | | | | 1.9 | | % |

| Total Hyatt | | | | | | 13 | | | | | | 8,304 | | | | | | 20.1 | | % |

| | | | | | | 77 | | | | | | 41,972 | | | | | | 100.0 | | % |

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

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

| Arizona | | | | | | | | | | | | Hawaii | | | | | | | | |

| AC Hotel Scottsdale North | | | | | | 165 | | | | | | Andaz Maui at Wailea Resort | | | | | | 320 | | |

| Grand Hyatt San Francisco | | | | | | 669 | | | | | | The Westin Chicago River North | | | | | | 445 | | |

| Santa Clara Marriott ⁽¹⁾ | | | | | | 766 | | | | | | The Westin Waltham Boston | | | | | | 351 | | |

| Colorado | | | | | | | | | | | | New Jersey | | | | | | | | |

| Denver Marriott Tech Center | | | | | | 605 | | | | | | Newark Liberty International Airport Marriott ⁽¹⁾ | | | | | | 591 | | |

| Denver Marriott West ⁽¹⁾ | | | | | | 305 | | | | | | Sheraton Parsippany Hotel | | | | | | 370 | | |

| Florida | | | | | | | | | | | | New York Marriott Downtown | | | | | | 515 | | |

| 1 Hotel South Beach | | | | | | 433 | | | | | | New York Marriott Marquis | | | | | | 1,971 | | |

| Miami Marriott Biscayne Bay | | | | | | 600 | | | | | | The Logan Philadelphia, Curio Collection by Hilton | | | | | | 391 | | |

| Orlando World Center Marriott | | | | | | 2,004 | | | | | | Texas | | | | | | | | |

| The Ritz-Carlton, Naples | | | | | | 474 | | | | | | Hyatt Regency Austin | | | | | | 448 | | |

| Grand Hyatt Atlanta In Buckhead | | | | | | 439 | | | | | | The Laura Hotel, Houston Downtown, Autograph Collection | | | | | | 223 | | |

| JW Marriott Atlanta Buckhead | | | | | | 371 | | | | | | The St. Regis Houston | | | | | | 232 | | |

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

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

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

| Virginia | | | | | | | | | | | | Wyoming | | | | | | | | |

| The Westin Seattle | | | | | | 891 | | | | | | JW Marriott Hotel Rio de Janeiro | | | | | | 245 | | |

| Washington, D.C. | | | | | | | | | | | | Canada | | | | | | | | |

| Grand Hyatt Washington | | | | | | 897 | | | | | | Calgary Marriott Downtown Hotel | | | | | | 388 | | |

opportunistic dispositions.

___________

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

investment in the hotel.

directly by owners, although our agreements with Marriott in respect of the Starwood Hotels contemplate that certain such expenditures also may be funded from the FF&E reserve account.

These termination rights also may restrict the number of agreements that may be terminated over any annual or other period; impose limitations on the number of agreements terminated as measured by EBITDA; require that a certain number of hotels continue to maintain the brand affiliation; or be restricted to a specific pool of assets.

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

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

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

| Ritz-Carlton | | | 5 | | | | 1,890 | | | | 8.2 | |

| Autograph Collection | | | 2 | | | | 500 | | | | 0.8 | |

| Westin | | | 8 | | | | 3,968 | | | | 7.5 | |

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

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

| Andaz | | | 1 | | | | 321 | | | | 2.2 | |

| Total Hyatt | | | 13 | | | | 8,305 | | | | 21.0 | |

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

(1)

Based on our 2022 revenues; sold hotels accounted for the remaining 1% of our revenues.

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

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

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

| AC Hotel Scottsdale North | | | 165 | | | Gaithersburg Marriott Washingtonian Center | | | 284 | |

| The Camby, Autograph Collection | | | 277 | | | Boston Marriott Copley Place ⁽¹⁾ | | | 1,144 | |

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

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

| Grand Hyatt San Francisco | | | 669 | | | Sheraton Parsippany Hotel | | | 370 | |

| Santa Clara Marriott ⁽¹⁾ | | | 766 | | | Philadelphia Airport Marriott ⁽¹⁾ | | | 419 | |

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

| Tampa Airport Marriott ⁽¹⁾ | | | 298 | | | Washington | | | | |

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

| The Ritz-Carlton, Amelia Island | | | 446 | | | W Seattle | | | 424 | |

| The Ritz-Carlton, Naples | | | 447 | | | Washington, D.C. | | | | |

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

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

| Fairmont Kea Lani, Maui | | | 450 | | | Brazil | | | | |

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

| The Westin Chicago River North | | | 445 | | | Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ | | | 461 | |

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

| New Orleans Marriott | | | 1,333 | | | | | | | |

We are involved in various legal proceedings in the ordinary course of [removed: business] [added: business,] including, but not limited to, disputes involving hotel-level contracts, employment litigation, compliance with [removed: laws] [added: laws,] such as the Americans with Disabilities Act, tax disputes and other general matters.

[removed: We believe, based on currently available information,] that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the operating results for such period.

For more information, see Note 17 in [removed: Item 8.][added: [Item 8.](#ie68b6c9b21414b09a9c46b3da2bfecd4_112) – Financial Statements and Supplementary Data.]

We believe, based on currently available information,

-- Financial Statements and Supplementary Data.

[removed: Form 10-K][added: Form 10-K]

[removed: | ☒ |] [added: x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

For the fiscal year [removed: ended December 31, 2022][added: ended December 31, 2023]

[removed: | ☐ |] [added: o] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [removed: |]

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

[removed: 0-25087 (Host] [added: 0-25087 (Host] Hotels & Resorts, L.P.)

| [removed: Maryland (Host] [added: Maryland (Host] Hotels & Resorts, Inc.) [removed: Delaware (Host Hotels & Resorts, L.P.)] | | [removed: 53-0085950 (Host] [added: | | | | 53-0085950 (Host] Hotels & Resorts, Inc.) [removed: 52-2095412 (Host Hotels & Resorts, L.P.)] | [added: | |]

| (State or Other Jurisdiction of Incorporation or Organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| 4747 Bethesda [removed: Avenue, Suite 1300 Bethesda, Maryland] [added: Ave, Suite 1300 Bethesda, Maryland] | | [added: | | | |] 20814 | [added: | |]

| (Address of Principal Executive Offices) | | [added: | | | |] (Zip Code) | [added: | |]

[removed: (240) 744-1000][added: (240) 744-1000]

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

| Host Hotels & Resorts, Inc. | | [added: | | | |] Common Stock, $.01 par value [removed: (713,479,055] [added: (703,621,808] shares outstanding as of February [removed: 17, 2023)] [added: 23, 2024)] | | [added: | | | |] HST | | [added: | | | |] The Nasdaq Stock Market LLC | [added: | |]

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

[removed: |] Host Hotels & Resorts, Inc. [removed: | |] None [removed: | | |]

[removed: |] Host Hotels & Resorts, L.P. [removed: | |] Units of limited partnership interest [removed: 708,445,021] [added: 698,324,144] units outstanding as of February [removed: 17, 2023) | | |][added: 23, 2024)]

[removed: |] Host Hotels & Resorts, Inc. [removed: | |] Yes [removed: ☒ | |] [added: x] No [removed: ☐ |][added: o]

[removed: |] Host Hotels & Resorts, L.P. [removed: | |] Yes [removed: ☐ | |] [added: o] No [removed: ☒ |][added: x]

[removed: |] Host Hotels & Resorts, Inc. [removed: | |] Yes [removed: ☐ | |] [added: o] No [removed: ☒ |][added: x]

[removed: |] Host Hotels & Resorts, L.P. [removed: | |] Yes [removed: ☒ | |] [added: o] No [removed: ☐ |][added: x]

| Large accelerated filer | | [removed: ☒] | [added: x] | [added: | |] Accelerated filer | | [removed: ☐] | [added: o | | |]

| Non-accelerated filer | | [removed: ☐] | [added: o] | [added: | |] Smaller reporting company | | [removed: ☐] | [added: o | | |]

| | | | | [added: | |] Emerging growth company | | [removed: ☐] | [added: o | | |]

| Large accelerated filer | | [removed: ☐] | [added: o] | [added: | |] Accelerated filer | | [removed: ☐] | [added: o | | |]

| Non-accelerated filer | | [removed: ☒] | [added: x] | [added: | |] Smaller reporting company | | [removed: ☐] | [added: o | | |]

[removed: |] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [removed:  | | | | | | |]

[removed: |] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [removed: ☒ | | | | | | |]

The aggregate market value of common shares held by non-affiliates of Host Hotels & Resorts, Inc. (based on the closing sale price on the NASDAQ Stock Market) on June 30, [removed: 2022] [added: 2023] was [removed: $11,071,609,255.][added: $11,832,497,578.]

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: 18, 2023] [added: 15, 2024] are incorporated by reference into Part III of this Form 10-K.

[added: | | | |] Auditor Name: KPMG LLP [added: | | | | | |] Auditor Location: McLean, VA [added: | | | | | |] Audit Firm ID: 185 [added: | | | | | |]

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

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

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

[added: -] creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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

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

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

[added: -] Part II Item 8 - Financial Statements and Supplementary Data.

| | | [added: | | | |] Page | [added: | |]

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

| | | | | | | | | |

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

| Delaware (Host Hotels & Resorts, L.P.) | | | | | | 52-2095412 (Host Hotels & Resorts, L.P.) | | |

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

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

Host Hotels & Resorts, Inc. Yes x No o

Host Hotels & Resorts, L.P. Yes x No o

Host Hotels & Resorts, Inc. Yes x No o

Host Hotels & Resorts, L.P. Yes x No o

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

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

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

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

| | | | | | | Emerging growth company | | | o | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Host Hotels & Resorts, Inc. o

Host Hotels & Resorts, L.P. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Host Hotels & Resorts, Inc. o

Host Hotels & Resorts, L.P. o

Host Hotels & Resorts, Inc. Yes o No x

Host Hotels & Resorts, L.P. Yes o No x

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

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

| | | | | | | | | |

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

| | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#ie68b6c9b21414b09a9c46b3da2bfecd4_959) | | | [31](#ie68b6c9b21414b09a9c46b3da2bfecd4_959) | | |

| | | | | | | | | |

| | | | | | | | | |

| [Item 6.](#ie68b6c9b21414b09a9c46b3da2bfecd4_43) | | | [Reserved](#ie68b6c9b21414b09a9c46b3da2bfecd4_43)[](#ie68b6c9b21414b09a9c46b3da2bfecd4_43) | | | [36](#ie68b6c9b21414b09a9c46b3da2bfecd4_43) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | [Part IV](#ie68b6c9b21414b09a9c46b3da2bfecd4_244) | | | | | |

| | | | | | | | | |

| | |

| --- | --- |

| | | |

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

| | | | | | | |

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

| | | | | |

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

| Item 6. | [Reserved](#item_6_selected_financial_data_host_hote) | 34 |

| | Part IV | |

Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information.

We design and assess our program using components of the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").

This does not imply that we meet any particular technical standards, specifications, or requirements, but rather that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program is led by our senior vice president of information technology who has over 20 years of experience in information technology development and capabilities.

Our cybersecurity risk management program includes the following

key components, which allows the management team to stay informed about and monitor the prevention, detection, mitigation and remediation of key cybersecurity risks and incidents:

- implementing technologies to proactively monitor vulnerabilities and reduce risk, maintaining security policies and standards, and regularly updating our response planning and protocols;

- maintaining business continuity, contingency and recovery plans, including a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;

- retaining a third-party cybersecurity provider for emergency incident response services;

- annual assessments of our cybersecurity risk management program by a third-party security firm, as well as semi-annual vulnerability assessments and penetration testing by external service providers;

- cybersecurity awareness training for employees as well as senior management, including quarterly refresher training; and

- annual cybersecurity assessments of certain third-party service providers with access to our employee data.

Our cybersecurity risk management program and processes, as described in this section, do not encompass the information technology systems of our third-party managers.

As a REIT, we are required to retain third-party managers to run all operational aspects of our hotels, and our hotel managers are dependent on information technology networks and systems that they procure and manage directly or through their own third-party service providers, to access, process, transmit and store proprietary and hotel customer information.

We do not have access to these systems or to hotel customer information, and we rely on the security programs, processes and systems of our managers to protect hotel operations and customer information from cybersecurity threats.

As of February 23, 2024, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

While we have not been materially affected by known cybersecurity threats affecting the Company, we and our hotel managers continue to face risks from cybersecurity threats that, if realized, could materially adversely affect us in the future.

For more information on the risks related to cybersecurity threats, including threats faced by our hotel managers, see [Part 1 Item 1A.](#ie68b6c9b21414b09a9c46b3da2bfecd4_19) "Risk Factors — *Cyber threats and the risk of data breaches or disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, could materially adversely affect our business and results*.”

Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.

The Audit Committee oversees management's implementation of our cybersecurity risk management program.

The Audit Committee receives semi-annual updates on topics related to information security and cyber risks and readiness from our management team, including our senior vice president of information technology.

Management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents.

The Audit Committee reports to the full Board regarding its activities, including information security and cybersecurity risks, which are presented to the full Board at least annually as part of the Board's oversight of enterprise risk management.

[added: See [Part 1 Item 1.](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.

See Part 1 Item 1.

In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February [removed: 17, 2023.][added: 23, 2024.]

| Name and Title | | [added: | | | |] Age | | [added: | | | |] Business Experience Prior to Becoming [removed: an Executive] [added: an Executive] Officer of Host Inc. | [added: | |]

| Richard E. Marriott *Chairman of the Board* | | [removed: 84] | | [added: | | 85 | | | | | |] 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 [removed: president] [added: president,] and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. | [added: | |]

| James F. Risoleo *President, Chief Executive [removed: Officer* *and] [added: Officer and] Director* | | [removed: 67] | | [added: | | 68 | | | | | |] 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. | [added: | |]

| Sourav Ghosh *Executive Vice President [removed: and* *Chief] [added: and Chief] Financial Officer* | | [removed: 46] | | [added: | | 47 | | | | | |] 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. | [added: | |]

| Julie P. Aslaksen *Executive Vice [removed: President,* *General] [added: President, General] Counsel and Secretary* | | [removed: 48] | | [added: | | 49 | | | | | |] 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. | [added: | |]

| Michael E. Lentz *Executive Vice [removed: President* *Development,] [added: President Development,] Design & Construction* | | [removed: 59] | | [added: | | 60 | | | | | |] 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. | [added: | |]

| Joseph C. Ottinger *Senior Vice President,* *Corporate Controller* | | [removed: 46] | | [added: | | 47 | | | | | |] 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 [removed: president and] [added: president,] corporate controller. | [added: | |]

| Mari Sifo *Executive Vice President,* *Chief Human Resources Officer* | | [removed: 41] | | [added: | | 42 | | | | | |] Mari Sifo joined our company as executive vice president, chief human resources officer in November 2022. Prior to joining our company, she was the chief human [removed: resource] [added: resources and communications] officer for SWM International from 2018 to 2022; senior director, human resources at CP Kelco from 2015 to 2018; and human resources, director at Mondelez International from 2014 to 2015. | [added: | |]

| Nathan S. Tyrrell *Executive Vice President,* *Chief Investment Officer* | | [removed: 50] | | [added: | | 51 | | | | | |] 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 [removed: coast] [added: coast,] and in 2017 he was named executive vice president, chief investment officer. | [added: | |]

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

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

| | | | | |

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

As of February [removed: 17, 2023,] [added: 23, 2024,] there were [removed: 15,832] [added: 15,190] holders of record of Host Inc.’s common stock.

As of February [removed: 17, 2023,] [added: 23, 2024,] there were [removed: 1,094] [added: 1,051] limited partners of Host L.P. (in addition to Host Inc.).

Comparison of Five-Year Cumulative Stockholder Returns [removed: 2017] [added: 2018] – [removed: 2022][added: 2023]

[removed: ][added: ]

| | [removed: 2017] | | [added: 2018] | | [removed: 2018] | | | | 2019 | | | | [added: | |] 2020 | | | | [added: | |] 2021 | | | | [added: | |] 2022 | | | [added: | | | 2023 | | |]

Fourth Quarter [removed: 2022] [added: 2023] Host Inc. Purchases of Equity Securities

The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market [removed: or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and]

[added: or] through [added: private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through] one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended.

| Period | | [added: | | | |] Total Number of Host Inc. Common Shares Purchased | | | | [added: | |] Average Price [removed: Paid per] [added: Paid per] Common Share* | | | | [added: | |] Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs | | | | [added: | |] Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

[removed: * Prices] [added: *Prices] shown are exclusive of commissions paid.

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

The number of holders of record of Host L.P.’s common OP units on February [removed: 17, 2023] [added: 23, 2024] was [removed: 1,094.][added: 1,051.]

The number of outstanding common OP units as of February [removed: 17, 2023] [added: 23, 2024] was [removed: 708,445,021,] [added: 698,324,144,] of which [removed: 698,474,425] [added: 688,824,612] were owned by Host Inc.

Fourth Quarter [removed: 2022] [added: 2023] Host L.P. Purchases of Equity Securities

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

| October 1, [removed: 2022] [added: 2023] – October 31, [removed: 2022] [added: 2023] | | | [removed: 65,781] | | [removed: *] | [added: 14,775 | | | * | | |] 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | [added: | | |] — | | | | [added: | |] — | | [added: |]

| November 1, [removed: 2022] [added: 2023] – November 30, [removed: 2022] [added: 2023] | | | [removed: 24,186] | | [removed: *] | [added: 1,864,814 | | | | | |] 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | [added: | | |] — | | | | [added: | |] — | | [added: |]

| December 1, [removed: 2022] [added: 2023] – December 31, [removed: 2022] [added: 2023] | | | [removed: 1,767,450] | | | [added: 22,717 | | | * | | |] 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | [added: | | |] — | | | | [added: | |] — | | [added: |]

[removed: * Reflects] [added: *Reflects] common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.

[removed: Reflects] [added: Reflects] (i) [removed: 1,711,432] [added: 1,863,106] common OP units repurchased to fund the repurchase by Host Inc. of [removed: 1,675,421] [added: 1,903,152] shares of common stock as part of its publicly announced share repurchase program, and (ii) [removed: 56,018] [added: 1,708] common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock.

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

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

| Host Hotels & Resorts, Inc. | | | $ | 100.00 | | | | | $ | 116.57 | | | | | $ | 93.55 | | | | | $ | 111.20 | | | | | $ | 106.06 | | | | | $ | 135.27 | |

| NAREIT Lodging Index | | | $ | 100.00 | | | | | $ | 115.65 | | | | | $ | 88.36 | | | | | $ | 104.46 | | | | | $ | 88.47 | | | | | $ | 109.63 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program.

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

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

| October 1, 2023 – October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 823 | |

| November 1, 2023 – November 30, 2023 | | | | | | 1,903,152 | | | | | | 16.50 | | | | | | 1,903,152 | | | | | | 792 | | |

| December 1, 2023 – December 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 792 | | |

| Total | | | | | | 1,903,152 | | | | | | $ | 16.50 | | | | | 1,903,152 | | | | | | $ | 792 | |

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

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

| Total | | | | | | 1,902,306 | | | | | | | | | | | | — | | | | | | — | | |

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

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

| 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.

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

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

| 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 | | | | | | — | | | | — | |

| | [added: | |] Page | [added: | |]

| [Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, [removed: Inc.)](#report_independent_registered_public_acc)] [added: Inc.)](#ie68b6c9b21414b09a9c46b3da2bfecd4_115)] | [removed: 67] | [added: | [70](#ie68b6c9b21414b09a9c46b3da2bfecd4_115) | | |]

| [Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, [removed: L.P.)](#report_independent_2)] [added: L.P.)](#ie68b6c9b21414b09a9c46b3da2bfecd4_121)] | [removed: 70] | [added: | [72](#ie68b6c9b21414b09a9c46b3da2bfecd4_118) | | |]

| [removed: [Financial] [added: Financial] Statements of Host Hotels & Resorts, [removed: Inc.:](#host_hotels_resorts_inc_subsidiaries)] [added: Inc.:] | [removed: 72] | [added: | [75](#ie68b6c9b21414b09a9c46b3da2bfecd4_124) | | |]

| [Consolidated Balance Sheets as [removed: of] [added: of](#ie68b6c9b21414b09a9c46b3da2bfecd4_127)] December 31, [added: 2023 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_127)] 2022 [removed: and 2021](#consolidated_balance_sheets)] | [removed: 72] | [added: | [75](#ie68b6c9b21414b09a9c46b3da2bfecd4_127) | | |]

| [Consolidated Statements of Operations for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_operations)] | [removed: 73] | [added: | [76](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) | | |]

| [Consolidated Statements of Comprehensive Income (Loss) for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_133)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_133) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_133)] 2021 [removed: and 2020](#consolidated_statements_comprehensive_in)] | [removed: 74] | [added: | [77](#ie68b6c9b21414b09a9c46b3da2bfecd4_133) | | |]

| [Consolidated Statements of Equity for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_equity)] | [removed: 75] | [added: | [78](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) | | |]

| [Consolidated Statements of Cash Flows for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_139)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_cash_flows)] | [removed: 78] | [added: | [79](#ie68b6c9b21414b09a9c46b3da2bfecd4_139) | | |]

| [removed: [Financial] [added: Financial] Statements of Host Hotels & Resorts, [removed: L.P.:](#host_hotels_resorts_lp_subsidiaries2)] [added: L.P.:] | [removed: 80] | [added: | [81](#ie68b6c9b21414b09a9c46b3da2bfecd4_142) | | |]

| [Consolidated Balance Sheets as [removed: of] [added: of](#ie68b6c9b21414b09a9c46b3da2bfecd4_145)] December 31, [added: 2023 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_127)] 2022 [removed: and 2021](#consolidated_balance_sheets2)] | [removed: 80] | [added: | [81](#ie68b6c9b21414b09a9c46b3da2bfecd4_145) | | |]

| [Consolidated Statements of Operations for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_148)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_operations2)] | [removed: 81] | [added: | [82](#ie68b6c9b21414b09a9c46b3da2bfecd4_148) | | |]

| [Consolidated Statements of Comprehensive Income (Loss) for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_151)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_comprehensive2)] | [removed: 82] | [added: | [83](#ie68b6c9b21414b09a9c46b3da2bfecd4_151) | | |]

| [Consolidated Statements of Capital for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_154)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_capital)] | [removed: 83] | [added: | [84](#ie68b6c9b21414b09a9c46b3da2bfecd4_154) | | |]

| [Consolidated Statements of Cash Flows for the Years [removed: Ended] [added: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_157)] December 31, [removed: 2022,] [added: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136) 2022 [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] 2021 [removed: and 2020](#consolidated_statements_cash_flows2)] | [removed: 85] | [added: | [85](#ie68b6c9b21414b09a9c46b3da2bfecd4_157) | | |]

| [Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: L.P.)](#notes_to_financial_statements)] [added: L.P.)](#ie68b6c9b21414b09a9c46b3da2bfecd4_160)] | [removed: 87] | [added: | [87](#ie68b6c9b21414b09a9c46b3da2bfecd4_160) | | |]

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

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 22, 2023] [added: 28, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation [added: and amortization] as of December 31, [removed: 2022,] [added: 2023,] was [removed: $9,748] [added: $9,624] million.

[removed: Recoverability of hotel properties is measured by performing] [added: If such events or changes in circumstances are identified, the Company performs] a [removed: comparison of] [added: recoverability analysis to compare] the carrying amount of [removed: certain] [added: the] hotel [removed: properties] [added: property] to its expected undiscounted future cash flows over its remaining useful life.

We identified the evaluation of [removed: recoverability of certain] hotel properties [added: for impairment] as a critical audit matter.

[removed: Subjective] [added: In addition, subjective] auditor judgment was required [removed: in evaluating] [added: to evaluate] the key assumptions used [added: by the Company] in the recoverability [removed: analysis.][added: analysis for a certain hotel property.]

The key assumptions [removed: include] [added: included] the undiscounted future cash flows [removed: of certain hotel properties,] and the expected hold period [removed: used in the recoverability analyses for these] [added: of this] hotel [removed: properties.][added: property.]

Additionally, the audit effort associated with the evaluation of the undiscounted [added: future] cash flows for [removed: certain properties] [added: this hotel property] required specialized skills and knowledge.

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

[removed: To evaluate] [added: We evaluated] the expected hold periods, [removed: we:][added: by:]

[removed: inquired] [added: ● inquiring] of management and [removed: obtained] [added: obtaining] written representations regarding potential property disposal plans, if any

[removed: read] [added: ● reading] minutes of the meetings of the [removed: Company's] [added: Company’s] board of directors

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

[removed: compared management's] [added: ● comparing management’s] assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition [removed: activity][added: activity, and]

[removed: inspected] [added: ● inspecting] listings from external sources of real estate properties for sale by the Company.

We also involved valuation professionals with specialized skills and knowledge who assisted in [removed: assessing] [added: evaluating] the undiscounted future cash flows of [removed: each] [added: a certain] hotel property by comparing the cash flows to publicly available market data.

We have audited Host Hotels & Resorts, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2023] [added: 28, 2024] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. [added: and subsidiaries] (the Partnership) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

| | | | | | |

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

Subjective auditor judgment was required to assess the events or changes in circumstances that the Company used to evaluate its expected hold period.

This included controls over the identification and assessment of expected hold periods for certain hotel properties and over the undiscounted future cash flows used by the Company in the recoverability analysis for a certain hotel property.

February 28, 2024

Report of Independent Registered Public Accounting Firm

*Evaluation of hotel properties for impairment*

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, 2023, was $9,624 million.

If such events or changes in circumstances are identified, the Partnership performs a recoverability analysis to compare the carrying amount of the hotel property to its expected undiscounted future cash flows over its remaining useful life.

We identified the evaluation of hotel properties for impairment as a critical audit matter.

Subjective auditor judgment was required to assess the events or changes in circumstances that the Partnership used to evaluate its expected hold period.

In addition, subjective auditor judgment was required to evaluate the key assumptions used by the Partnership in the recoverability analysis for a certain hotel property.

The key assumptions included the undiscounted future cash flows and the expected hold period of this hotel property.

Additionally, the audit effort associated with the evaluation of the undiscounted future cash flows for this hotel property required specialized skills and knowledge.

We evaluated the design and tested the operating effectiveness of certain internal controls over the impairment process.

This included controls over the identification and assessment of expected hold periods for certain hotel properties and over the undiscounted future cash

flows used by the Partnership in the recoverability analysis for a certain hotel property.

We evaluated the expected hold periods, by:

● inquiring of management and obtaining written representations regarding potential property disposal plans, if any

● reading minutes of the meetings of Host Hotels & Resorts, Inc.’s board of directors

● comparing management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity, and

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

February 28, 2024

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

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

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

| Cash and cash equivalents | | | | | | 1,144 | | | | | | 667 | | |

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

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

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

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

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

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

Years Ended December 31, 2023, 2022 and 2021

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

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

Years Ended December 31, 2023, 2022 and 2021

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

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

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

| | |

| --- | --- |

The Company performed recoverability assessments on certain 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.

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

February 22, 2023

The Partnership performed recoverability assessments on certain 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.

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

| | | | | | | | | |

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

| Assets held for sale | | | — | | | | 270 | |

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

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

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

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

| | 713.4 | | | Balance, December 31, 2019 | | $ | 7 | | | $ | 7,675 | | | $ | (56 | ) | | $ | (307 | ) | | $ | 6 | | | $ | 7,325 | | | $ | 142 | |

| Redemption of preferred equity units of Host L.P. | | | — | | | | — | | | | (22 | ) |

| Common stock repurchase | | | (27 | ) | | | — | | | | (147 | ) |

In connection with the sale of a parcel of land adjacent to The Phoenician hotel in 2020, we received as consideration a note receivable of $9 million.

The proceeds received from the sale are net of this note receivable.

The note receivable was collected in January 2021.

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

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

| | 698.3 | | | Balance, December 31, 2019 | | $ | 1 | | | $ | 7,374 | | | $ | (56 | ) | | $ | 6 | | | $ | 7,325 | | | $ | 142 | |

| | — | | | Net loss | | | — | | | | (732 | ) | | | — | | | | (1 | ) | | | (733 | ) | | | (8 | ) |

| Redemption of preferred OP units | | | — | | | | — | | | | (22 | ) |

| | | | | |

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

Therefore, we recorded impairment expense of $92 million.

During 2020, we also performed recoverability assessments on all of our hotels, which did not result in the impairment of any of our properties.

no significant financing or legal contingencies exist that could prevent the transaction from being completed in a timely manner.

Other Consolidated Partnerships. As of December 31, 2022, we consolidate two majority-owned partnerships that have third-party, non-controlling ownership interests.

stock at the balance sheet date.

___________

(1)

Net income (loss) attributable to Host Inc. has been reduced by the amount attributable to non-controlling interests in Host L.P., which totaled $9 million, $(1) million and $(8) million for 2022, 2021 and 2020, respectively.

financial statements.

| | | |

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

[removed: Internal] [added: Management's Report on Internal] Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in [removed: Item 8.][added: [Item 8.](#ie68b6c9b21414b09a9c46b3da2bfecd4_112)]

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: 2022] [added: 2023] based on the *Internal Control–Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management's Report on Internal Control over Financial Reporting

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, 2023, no director or officer of Host Inc. adopted, modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

None.

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” [removed: See] [added: [See] Part [removed: I] [added: I](#ie68b6c9b21414b09a9c46b3da2bfecd4_13)[.](#ie68b6c9b21414b09a9c46b3da2bfecd4_13)] “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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”

A copy of the Code is available in print, free of charge, to stockholders and unitholders upon request to the company at the address set forth in [removed: Item 1] [added: [Item 1](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)[.](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] of this Annual Report under the section “Business—Where to Find Additional Information.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer [removed: Compensation,”] [added: Compensation" (except for the section within "Executive Officer Compensation" entitled "Pay versus Performance" which shall not be incorporated by reference),] “Director Compensation,” “Corporate Governance and Board Matters—Culture and Compensation Committee Interlocks and Insider Participation” and [removed: “Report of the Culture] [added: “Culture] and Compensation Committee [removed: on Executive Compensation.”][added: Report.”]

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”

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

[removed: (i) FINANCIAL] [added: (i)FINANCIAL] STATEMENTS

[removed: (ii) FINANCIAL] [added: (ii)FINANCIAL] STATEMENT SCHEDULES

| | | | | [added: | | | | | | | |] Page | | [added: |]

[removed: | III. | |] Real Estate and Accumulated Depreciation. [removed: | | S-1 to S-5 | |]

[removed: *EXHIBITS*][added: *(b)EXHIBITS*]

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

[added: -] *have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;*

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

[added: -] *were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.*

| Exhibit No. | | | | [added: | |] Description | [added: | | | | |]

| 3. | | | | [added: | |] Articles of Incorporation and Bylaws | [added: | | | | |]

| 3.1 | | | | [added: | |] [Composite Charter of Host Hotels & Resorts, Inc., dated July 18, 2016 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. Registration Statement on Form S-8 (SEC File No. 333-212569), filed on July 18, 2016).](https://www.sec.gov/Archives/edgar/data/1070750/000119312516650035/d223015dex41.htm) | [added: | | | | |]

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

| 3.2 | | | | [added: | |] [Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective February 8, 2023 (incorporated by reference to Exhibit 3.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on February 13, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023002530/hst-ex3_2.htm) | [added: | | | | |]

| 4. | | | | [added: | |] Instruments Defining Rights of Security Holders | [added: | | | | |]

| 4.1 | | | | [added: | |] See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders. | [added: | | | | |]

| 4.2 | | | | [added: | |] [Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807), filed on October 2, 1998).](https://www.sec.gov/Archives/edgar/data/1061937/0000950109-98-004691.txt) | [added: | | | | |]

| 4.3 | | | | [added: | |] [Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc., and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).](https://www.sec.gov/Archives/edgar/data/1061937/000119312515191992/d926622dex41.htm) | [added: | | | | |]

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

| 4.5 | | | | [added: | |] [Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed October 14, 2015).](https://www.sec.gov/Archives/edgar/data/1061937/000119312515343490/d57482dex41.htm) | [added: | | | | |]

| 4.6 | | | | [added: | |] [Third Supplemental Indenture, dated March 20, 2017, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on March 20, 2017).](https://www.sec.gov/Archives/edgar/data/1061937/000119312517088673/d535061dex41.htm) | [added: | | | | |]

| 4.7 | | | | [added: | |] [Fifth Supplemental Indenture, dated September 26, 2019, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on September 26, 2019).](https://www.sec.gov/Archives/edgar/data/1061937/000119312519255435/d807844dex41.htm) | [added: | | | | |]

| 4.8 | | | | [added: | |] [Sixth Supplemental Indenture, dated August 20, 2020, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 21, 2020.](https://www.sec.gov/Archives/edgar/data/1061937/000119312520226970/d97805dex41.htm) | [added: | | | | |]

| 4.9 | | | | [added: | |] [Seventh Supplemental Indenture, dated November 23, 2021, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on November 23, 2021).](https://www.sec.gov/Archives/edgar/data/1070750/000095017021004872/hst-ex4_1.htm) | [added: | | | | |]

| 4.10 | | | | [added: | |] [Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.12 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K, Filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000156459020006404/hst-ex412_171.htm) | [added: | | | | |]

| 10. | | | | [added: | |] Material Contracts | [added: | | | | |]

| 10.1 | | | | [added: | |] [Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).](https://www.sec.gov/Archives/edgar/data/1061937/000095012314002876/hst-ex10_201312311813.htm) | [added: | | | | |]

| 10.2 | | | | [added: | |] [Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).](https://www.sec.gov/Archives/edgar/data/1061937/000095012314002876/hst-ex10_201312312051.htm) | [added: | | | | |]

| 10.3 | | [added: | | | |] [Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015 (incorporated by reference to Exhibit 10.4 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 22, 2016).](https://www.sec.gov/Archives/edgar/data/1061937/000156459016012990/hst-ex104_2898.htm) | [added: | | | | |]

| 10.4 | | [added: | | | |] [Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on July 21, 2017).](https://www.sec.gov/Archives/edgar/data/1061937/000119312517232466/d426524dex101.htm) | [added: | | | | |]

| 10.5 | | [added: | | | |] [Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).](https://www.sec.gov/Archives/edgar/data/1070750/000119312509069406/ddef14a.htm) | [added: | | | | |]

| 10.6 | | [added: | | | |] [Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc’s Quarterly Report on Form 10-Q, filed July 28, 2009).](https://www.sec.gov/Archives/edgar/data/1070750/000119312509156720/dex1034.htm) | [added: | | | | |]

| 10.7 | | [added: | | | |] [Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of February 7, 2020 (incorporated by reference to Exhibit 10.10 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000156459020006404/hst-ex1010_132.htm) | [added: | | | | |]

| 10.8 | | [added: | | | |] [Sixth Amended and Restated Credit Agreement, dated as of 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 the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on January 5, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023000254/hst-ex10_1.htm) | [added: | | | | |]

| 10.9 | | [added: | | | |] [Distribution Agreement, dated [removed: May 6, 2021,] [added: May](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [31](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[3](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[,] among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, [removed: Inc., BTIG, LLC, Goldman] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[Goldman] Sachs & Co. [removed: LLC, Morgan] [added: LLC,](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [Jefferies LLC,](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [Morgan] Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, [removed: LLC. (incorporated] [added: LLC](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[, as sales agents and forward sellers,](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [and](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stan](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[ley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[, as forward purchasers](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [(incorporated] by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on [removed: May 6, 2021).](https://www.sec.gov/Archives/edgar/data/1070750/000119312521153371/d406694dex11.htm)] [added: May](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [31](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[3](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[).](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)] | [added: | | | | |]

| 10.10 | | [added: | | | |] [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) | [added: | | | | |]

| 10.11 | | [added: | | | |] [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 [removed: 10.16] [added: 10.12] to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. [removed: Annual] [added: Quarterly] Report [removed: for] [added: on] Form [removed: 10-K,] [added: 10-Q,] filed on [removed: February 25, 2021).](https://www.sec.gov/Archives/edgar/data/1070750/000156459021008676/hst-ex1016_448.htm)] [added: August 4, 2023](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_12.htm)[).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_12.htm)] | [added: | | | | |]

| 10.12 | | [added: | | | |] [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 [removed: 10.17 to] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)[1](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) [to] Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: L.P. Annual Report on form 10-K,] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) [Report on](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) [F](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)[orm 10-](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)[Q](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)[,] filed [removed: on February 25, 2021.](https://www.sec.gov/Archives/edgar/data/1070750/000156459021008676/hst-ex1017_128.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) [August 4, 2023)](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)[.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)] | [added: | | | | |]

| 21. | | [added: | | | |] Subsidiaries | [added: | | | | |]

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

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

III.

S-1 to S-[5](#ie68b6c9b21414b09a9c46b3da2bfecd4_1053)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*(a)*

| | | | | | |

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

*(b)*

| | | | | |

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

| | | |

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

| | | [added: |] HOST HOTELS & RESORTS, INC. | | | [added: | | |]

| Date: February [removed: 22, 2023] [added: 28, 2024] | | [added: |] By: | | [added: |] /s/ SOURAV GHOSH | [added: | |]