Host Hotels & Resorts (HST) 10-K risk factor changes: FY2024 vs FY2023

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

- 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 States or globally, the recent high level of inflation, [removed: rising] [added: elevated] interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar;

- factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in [removed: 2023,] [added: 2023 and Southern California wildfires in 2025, adverse] weather events, such as Hurricane Ian in [removed: 2022,] [added: 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation,] pandemics and other public health crises, such as the COVID-19 pandemic, [removed: and] [added: or] the occurrence or potential [removed: occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;]

- risks that U.S. immigration policies and border closings, [added: visa processing times,] 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 [removed: pool;][added: pool, and risks that international U.S. outbound travel may remain elevated relative to historic levels;]

- the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade tensions and [added: proposed] 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 [removed: States;][added: States or result in supply chain disruptions;]

- 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 [removed: current] [added: recent] inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

- decreases in the frequency of business travel that may result from [added: hybrid or remote work environments and other changes to business operations, such as] alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.

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

Moreover, our interest expense has increased due to higher interest rates on [added: the senior notes we issued in 2024 as well as on] our variable rate debt.

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

[removed: A reduction or slowdown in the growth of lodging demand or increased growth in lodging] supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.

Potential consequences of disruptions in U.S. and global equity and credit markets could include the need to seek alternative sources of capital with less attractive terms, such as more restrictive covenants, shorter maturity and higher [removed: costs] [added: costs,] which would have an adverse effect on our financial condition and liquidity.

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

[added: 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: The growth of internet] [added: Internet] reservation channels [removed: also is] [added: remain] a source of competition that could adversely affect our business.

Search engines [added: (including generative AI search)] and peer-to-peer inventory sources also provide online travel services that compete with our hotels.

If bookings shift to higher cost distribution channels, including these internet travel intermediaries, it could materially impact our [removed: revenues and] profitability.

- force majeure events, such as earthquakes, hurricanes, floods or [removed: other possibly] [added: wildfires, which may result in an] uninsured [removed: losses.][added: loss or a loss in excess of insured limits.]

As of December 31, [removed: 2023,] [added: 2024,] we and our subsidiaries had total indebtedness of approximately [removed: $4.2] [added: $5.1] billion.

Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of [removed: all or a substantial portion of our indebtedness.]

Our acquisition of hotels may have a significant effect on our business, liquidity, financial [removed: position] [added: condition] and/or results of operations.

Our failure to realize the intended benefits from one or more acquisitions could have a significant adverse effect on our business, liquidity, financial [removed: position] [added: condition] and/or results of operations.

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

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

Approximately [removed: 62%] [added: 64%] of our hotels (as measured by [removed: 2023] [added: 2024] revenues) are managed or franchised by Marriott International.

[removed: In 2024, collective bargaining agreements will expire at hotels in Seattle, San Francisco and Washington, D.C.] Those negotiations potentially could result in disruptions in operations and additional costs.

[removed: Our ability, if any, to have any meaningful impact on the outcome of] these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.

Hotels in the following cities and states represented approximately [removed: 69%] [added: 66%] of our [removed: 2023] [added: 2024] revenues: New York, Washington, D.C., San Diego, San Francisco, [removed: Florida, Hawaii, Los Angeles] [added: Phoenix, Florida] and [removed: Phoenix.][added: Hawaii.]

For example, lodging demand in Maui, one of our largest markets by revenues, [removed: was] [added: has been] significantly impacted by [added: the] wildfires [added: that occurred] in [added: August] 2023, and the effect on lodging demand is expected to continue in [removed: 2024.][added: 2025.]

Additionally, [removed: in September 2017, our operations in Florida and Houston were impacted negatively by Hurricanes Irma and Harvey and in 2022,] a majority of our hotels in Florida were affected by Hurricane [removed: Ian.][added: Ian in 2022 and a significant number were affected by Hurricanes Helene and Milton in September and October 2024, respectively.]

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

[removed: Disputes] between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.

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

Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the [removed: amount of] insurance proceeds we can receive.

In this regard, hotels in certain of our markets, including California, Florida, Hawaii, Houston, New Orleans and Seattle, [removed: have in the past been and continue to be] [added: are] particularly susceptible to damage from natural disasters and the applicable sub-limits are significantly lower than the total value of the hotels we own in [added: these markets and other] states where natural disasters are possible.

Recovery under the applicable policies also is subject to substantial deductibles, either fixed or as a percentage of total insured value, self-insurance retentions, or insurance issued by a "captive insurer" affiliated with Host Inc. There is no assurance that this insurance, where maintained, will fully fund the re-building or restoration of a hotel that is impacted by an earthquake, hurricane, [added: wildfire] or other natural disaster, or a terrorism event, or will fully fund the income lost as a result of the damage.

Our property insurance policies also provide that all [removed: of the] claims from each of our properties resulting from a particular insurable occurrence must be combined for purposes of evaluating whether the aggregate limits and sub-limits provided in our policies have been exceeded.

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

We may incur losses in excess of insured limits, and we may be even less likely to receive complete coverage for risks that affect multiple properties, such as earthquakes, hurricanes, or certain types of [removed: terrorism.][added: terrorism because the claims will be added together against the policy limit or sub-limit.]

We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by [removed: Hurricane Ian] [added: Hurricanes Helene and Milton] in September [removed: 2022, as well as to our Maui hotels caused by the August 2023 wildfires,] [added: and October 2024, respectively,] as further discussed in "Item 8.

occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

The rate of inflation may remain elevated in the future, resulting in further increases to our operating expenses.

A reduction or slowdown in the growth of lodging demand or increased growth in lodging

While a percentage of hotel rooms for individual or “transient” customers are booked through internet travel intermediaries, the brands we work with have enacted strategies to drive consumers directly to their website or reservation platform, although there can be no assurances that those strategies will be successful.

all or a substantial portion of our indebtedness.

In 2025, our operators will negotiate collective bargaining agreements at hotels in Honolulu, Maui, and Washington, D.C. In addition, collective bargaining agreements for the hotel engineering employees in San Francisco, Seattle and Orange County will also be negotiated in 2025.

Our ability, if any, to have any meaningful impact on the outcome of

We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations.

As noted above, we do not directly employ or manage employees at our consolidated hotels, and our third-party managers are responsible for hiring and managing the labor force at our hotels.

Recent legislative proposals introduced in certain states and local jurisdictions have included provisions requiring that hotel owners be deemed an employer of workers at our hotels.

Changes in laws or regulations relating to the employer relationship that result in a determination that we are a “joint employer” with our hotel operators could subject us to liability for employment-related and other liabilities of our hotel operators and could cause us to incur other costs that have a material adverse effect on our business, financial condition and results of operations.

Disputes

Intensifying natural disasters, including climate change and extreme weather events, coupled with the current economic climate have directly affected the availability of insurance, increased premiums and deductibles, and reduced amounts that insurers are willing to underwrite.

As a result, we may need to self-insure more of our exposures and look for alternative means of risk transfer in order to mitigate increasing insurance costs.

Our

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

Marriott settled a multistate state attorneys' general investigation, pursuant to which it agreed to pay a $52 million fine and take various measures to protect data.

Marriott also settled with the Federal Trade Commission and agreed to take measures to protect data.

Further, we and third parties, including our third-party managers, continue to adopt AI, which poses new security challenges.

The introduction of AI, particularly generative AI, may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright infringement, compliance issues, ethical concerns, security risks relating to private and/or confidential information, as well as other factors that could adversely affect our business, reputation, and financial results.

If we or our third-party managers experience an actual or perceived breach or a privacy or security incident because of the use of generative AI, we may lose valuable intellectual property and confidential information, and our reputation, or the reputation of our third-party managers, and the public perception of the effectiveness of our security measures could be harmed.

The use of AI can also lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation (or the reputation of our third-party managers) and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information,

transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following:

income tests requirements.

It is

quantum of our operating results for such period.

Investors, customers, business partners and other stakeholders, as well as regulators and other groups, are increasingly focusing on ESG and sustainability commitments and performance.

At the same time, some stakeholders and regulators have expressed or pursued contrary views, legislation, and investment expectations with respect to ESG ratings and commitments, including the enactment or proposal of "anti-ESG" legislation or policies, which may expose us to additional legal or reputational risks based upon our ESG commitments and disclosures.

condition and our results of operations.

It also may increase the bargaining power of hotel

A significant percentage of hotel rooms for individual or “transient” customers are booked through internet travel intermediaries.

Additionally, as intermediary bookings increase, they may be able to obtain higher commissions, reduced room rates or other significant contract concessions from the brands and hotel management companies managing and operating our hotels.

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

While the Hyatt Regency Coconut Point Resort and Spa re-opened to hotel guests in November 2022, as part of a phased reopening, the Ritz Carlton, Naples remained closed until July 2023.

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

excess of the ownership limit.

continue to qualify as a REIT.

Moreover, unless entitled to statutory relief, the non-qualifying REIT could not qualify as a REIT for the four taxable years following the year during which REIT qualification was lost.

If Host Inc. or its subsidiary REIT were to fail to qualify as a REIT, and any available relief provisions do not apply, the non-qualifying REIT would not be allowed to take a deduction for dividends paid to its stockholders in computing its taxable income, and it would be subject to federal and state corporate income tax on its taxable income at C corporation income tax rates.

This discussion focuses on our financial condition and results of operations for the year ended December 31, [removed: 2023] [added: 2024] as compared to the year ended December 31, [removed: 2022.][added: 2023.]

For a discussion and analysis of the year ended December 31, [removed: 2022] [added: 2023] compared to the same period in [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] filed with the SEC on February [removed: 22, 2023.][added: 28, 2024.]

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: 2023.][added: 2024.]

As of February [removed: 23, 2024,] [added: 21, 2025,] we own [removed: 77] [added: 81] hotels in the United States, Canada and Brazil and have minority ownership interests in an additional [removed: 35] [added: 40] 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: 61%, 35%,] [added: 60%, 36%,] and 4%, respectively, of our [removed: 2023] [added: 2024] room sales.

| [added: Revenues] | | | [removed: % of 2023 Revenues] | | | [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. | | | [removed: 61] [added: 60] | | % |

| •*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: 9] [added: 10] | | % |

Hotel operating expenses represent approximately [removed: 99%] [added: 99.7%] of our total operating costs and expenses.

| | | | % of [removed: 2023] [added: 2024] Operating Costs and Expenses | | |

| •*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: 23] [added: 24] | | % |

We also adjust EBITDA*re* for property insurance [removed: gains,] [added: gains and property damage losses,] certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDA*re*”).

Summary of [removed: 2023] [added: 2024] 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: 2023] [added: 2024] (in millions, except per share and hotel statistics):

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Total revenues | | | $ | [removed: 5,311] [added: 5,684] | | | | | $ | [removed: 4,907] [added: 5,311] | | | | | [removed: 8.2] [added: 7.0] | | % |

| [removed: Net income | | | 752 | | |] [added: Net income⁽¹⁾] | | | [removed: 643] [added: $] | [added: 707] | | | | | [removed: 17.0] [added: $] | [added: 752] | [removed: %] |

| Operating profit | | | [removed: 827] [added: 875] | | | | | | [removed: 775] [added: 827] | | | | | | [removed: 6.7] [added: 5.8] | | % |

| Operating profit margin under GAAP | | | [removed: 15.6] [added: 15.4] | | % | | | | [removed: 15.8] [added: 15.6] | | % | | | | (20) | | bps |

| [removed: EBITDAre ⁽¹⁾ | | | $ | 1,632 | |] [added: EBITDAre⁽¹⁾] | | | [removed: $] [added: 1,726] | [removed: 1,504] | | | | | [removed: 8.5] [added: 1,632] | | [removed: %] |

| [removed: Adjusted EBITDAre ⁽¹⁾ | | | 1,629 | | |] [added: Adjusted EBITDAre⁽¹⁾] | | | [removed: 1,498] [added: $] | [added: 1,656] | | | | | [removed: 8.7] [added: $] | [added: 1,629] | [removed: %] |

| [removed: Diluted] [added: Diluted] earnings per common [removed: share] [added: share] | | | $ | [removed: 1.04] [added: 0.99] | | | | | $ | [removed: 0.88 | | | | | 18.2 |] [added: 1.04] | [removed: %] |

| [removed: NAREIT] [added: NAREIT] FFO per diluted [removed: share ⁽¹⁾ | | | 1.92 | | |] [added: share] | | | [removed: 1.79] [added: $] | [added: 1.97] | | | | | [removed: 7.3] [added: $] | [added: 1.92] | [removed: %] |

| [removed: Adjusted] [added: Adjusted] FFO per diluted [removed: share ⁽¹⁾ | | | 1.92 | | |] [added: share] | | | [removed: 1.79] [added: $] | [added: 1.97] | | | | | [removed: 7.3] [added: $] | [added: 1.92] | [removed: %] |

| | | | [removed: 2023] [added: 2024] Comparable Hotels ⁽¹⁾ | | | | | | | | | | | | | | |

| Comparable hotel EBITDA margin ⁽¹⁾ | | | [removed: 30.1] [added: 29.2] | | % | | | | [removed: 31.8] [added: 29.8] | | % | | | | [removed: (170)] [added: (60)] | | bps |

| [removed: Comparable] [added: Change in comparable] hotel Total RevPAR [removed: ⁽¹⁾] | | | [removed: $ | 344.63 | | | | | $] [added: 2.1] | [removed: 318.25] | [added: %] | | | | [removed: 8.3] [added: —] | | [removed: %] |

Additionally, comparable hotel results and statistics are based on [removed: 75] [added: 78] comparable hotels as of December 31, [removed: 2023] [added: 2024] and include adjustments for non-comparable hotels, dispositions and acquisitions.

Our hotels in [removed: Northern Virginia, Seattle,] [added: Jacksonville] and [removed: San Francisco/San Jose] [added: New Orleans] also outperformed our portfolio with comparable hotel Total RevPAR increases of [removed: 18.4%, 15.9%,] [added: 7.2%] and [removed: 15.4%,] [added: 7.1%,] respectively.

These strong performances were offset by comparable hotel Total RevPAR declines at our [removed: Austin] [added: Atlanta] and [removed: Miami] [added: San Francisco/San Jose] markets of [removed: 4.0%] [added: 9.4%] and [removed: 1.8%,] [added: 5.3%,] respectively.

Operating profit margins under GAAP are also significantly affected by several items, including acquisitions, dispositions, depreciation expense and corporate [removed: expenses, and in 2023 also benefited from business interruption gains of $83 million.][added: expenses.]

[added: Our] comparable hotel EBITDA margins, which exclude these [removed: items and benefited from only $8 million of business interruption gains,] [added: items,] declined [removed: 170] [added: 60] basis points to [removed: 30.1%] [added: 29.2%] for the year, down from [removed: 31.8%] [added: 29.8%] in [removed: 2022] [added: 2023] due to the trends discussed above.

These results led to [removed: an 18.2% increase] [added: a 4.8% decrease] in diluted earnings per common share for Host Inc. to [removed: $1.04.][added: $0.99.]

Adjusted EBITDA*re,* which excludes gain on sale of [removed: assets,] [added: assets and interest expense,] among other items, increased [removed: 8.7%] [added: 1.7%] to [removed: $1,629 million.][added: $1,656 million as a result of operations from our acquisitions and the resumption of]

U.S. lodging demand [removed: typically follows the growth of the U.S economy and] is correlated to changes in gross domestic product [removed: (GDP).][added: (GDP) and business investment, although the recovery of the industry post-pandemic has lagged that of the economy.]

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

[added: As of February 2025,] Blue Chip Economic Indicators consensus [removed: currently estimates an increase in] [added: projects] real U.S. GDP [added: growth] of [removed: 2.1% for 2024,] [added: 2.2%,] reflecting a deceleration from [removed: 2023 growth of 2.5%.][added: 2024.]

Business investment growth is also anticipated to slow over the coming [removed: quarters,] [added: year,] averaging [removed: 2.1% for 2024,] [added: 2.3%,] down from [removed: 4.4%] [added: 3.7%] in [removed: 2023.][added: 2024.]

[removed: Overall, hotel] [added: Hotel] supply growth is anticipated to remain below the [removed: long-term] historical [removed: average in 2024,] [added: average,] although we expect to see above-average growth in a few markets where our hotels are located, such as [removed: New York] [added: Nashville] and Austin.

We anticipate that the [removed: new project] [added: construction] pipeline will remain [removed: suppressed] [added: modest] until macroeconomic [removed: concerns abate,] [added: uncertainty moderates] and interest rates [removed: decline.][added: decline further.]

| Net income | | | 707 | | | | | | 752 | | | | | | (6.0 | | %) |

| EBITDAre ⁽¹⁾ | | | $ | 1,726 | | | | | $ | 1,632 | | | | | 5.8 | | % |

| Adjusted EBITDAre ⁽¹⁾ | | | 1,656 | | | | | | 1,629 | | | | | | 1.7 | | % |

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Comparable hotel revenues ⁽¹⁾ | | | $ | 5,546 | | | | | $ | 5,418 | | | | | 2.4 | | % |

| Comparable hotel EBITDA ⁽¹⁾ | | | 1,622 | | | | | | 1,617 | | | | | | 0.3 | | % |

| Comparable hotel Total RevPAR ⁽¹⁾ | | | $ | 355.88 | | | | | $ | 348.70 | | | | | 2.1 | | % |

| Comparable hotel RevPAR ⁽¹⁾ | | | 216.06 | | | | | | 214.15 | | | | | | 0.9 | | % |

Total revenues increased $373 million, or 7.0%, compared to 2023, benefiting from the 2024 acquisitions of the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and The Ritz-Carlton O'ahu, Turtle Bay and also the results of The Ritz-Carlton, Naples, which was closed in the first half of 2023 as a result of Hurricane Ian.

However, this was partially offset by the closure of The Don CeSar for the fourth quarter of 2024 following the impacts of Hurricanes Helene and Milton.

In addition, continued growth in group business, building on its recovery in 2023, drove improvements in food and beverage revenues.

Comparable hotel RevPAR increased 0.9%, compared to 2023, due to an increase in average room rates, as occupancy remained flat, reflecting continued strong group demand, tempered by continued imbalance in outbound travel from the U.S. compared to international inbound travel and the slow recovery in Maui following the August 2023 wildfires.

In 2024, performance at our Maui hotels impacted comparable hotel RevPAR by approximately 160 basis points for the full year.

Comparable hotel Total RevPAR increased 2.1% for the year due primarily to improvements in food and beverage revenues driven by the strength in group business, as well as strong spa and other ancillary revenues.

The growth was led by our Denver, Nashville and Northern Virginia markets with increases of 13.2%, 12.9% and 10.3%, respectively, compared to 2023, through a combination of rate and occupancy growth, driven by strong group demand.

The declines were driven primarily by a decrease in business travel and short-term transient demand, with Atlanta also affected by disruption from renovations.

In addition, comparable hotel Total RevPAR at our Maui market declined by 11.0% due to the continuing impacts of the August 2023 Maui wildfires (see “Statement of Operations Results and Trends”).

As expected, we faced higher wages and inflationary pressures compared to 2023.

This, coupled with Maui performance, led to an operating profit margin (calculated based on GAAP operating profit as a percentage of GAAP revenues) decline of 20 basis points to 15.4% in 2024, compared to 15.6% in 2023, despite an increase in net gains on insurance settlements.

Net income for Host Inc. was $707 million, a decrease of $45 million, or 6.0%, from the prior year, reflecting the decrease in gains on asset sales of $71 million and an increase in interest expense of $24 million, partially offset by an increase in net gains on insurance settlements of $24 million.

operations at The Ritz-Carlton, Naples, which was closed during the first half of 2023, despite a $43 million decrease in business interruption gains.

Adjusted FFO per diluted share increased 2.6% to $1.97 in 2024, reflecting the increase in Adjusted EBITDA*re* as well as the impact of share repurchases in 2024 and 2023.

2025 Outlook

Throughout 2024, group business at our properties continued to improve and group revenue on the books remains strong for 2025.

Average rates remained elevated at our resorts compared to pre-pandemic levels, although they have moderated from post-pandemic highs.

However, further growth has been hampered by the slow recovery from the wildfires in Maui, one of our largest markets by revenues, and the slower post-pandemic recovery of the San Francisco market.

These trends are expected to continue into 2025.

On the macroeconomic front, the U.S. economy remained resilient during 2024 with real U.S. GDP growth of 2.8%, as unemployment remained at low levels and business investment grew at a robust 3.7%.

Inflation moderated substantially during the year but remains a concern for 2025, with fewer rate cuts expected in the coming year.

In addition, the new administration has brought heightened uncertainty due to anticipated changes to trade policy, tax policy and government spending.

As a result, leading indicators point toward slower economic growth in 2025.

Acquisitions*.* During 2024, we completed the following acquisitions:

- the 215-room 1 Hotel Nashville and 506-room Embassy Suites by Hilton Nashville Downtown for $530 million;

- the 234-room 1 Hotel Central Park for $265 million; and

- the 450-room Turtle Bay Resort, including a 49-acre land parcel entitled for development, for a total purchase price of $680 million, which is net of $45 million in key money received from Marriott International as part of an agreement to transition management to Marriott and convert the property to The Ritz-Carlton brand.

The property has been renamed The Ritz-Carlton O'ahu, Turtle Bay.

This included completing the final steps of our restoration efforts following Hurricane Ian of bringing the permanent central energy plant online at The Ritz-Carlton, Naples.

In 2024, we reached a final settlement with our insurance providers on covered costs related to damage and disruption caused by Hurricane Ian, which totaled $308 million.

In total, $99 million of the insurance receipts were recognized as a gain on business interruption.

Another major capital project completed during the year was the repositioning renovations at The Singer Oceanfront Resort, Curio Collection by Hilton, including rooms, public space, and food and beverage outlets.

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

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

| 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.

Comparable hotel RevPAR increased 8.1%, compared to 2022, due to a 4.1 percentage point increase in occupancy and a 1.8% increase in average room rate.

Comparable hotel Total RevPAR increased 8.3% for the year as the increase in rooms revenues was supplemented with growth in both food and beverage revenues and other revenues (see “Statement of Operations Results and Trends”).

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.

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.

As a result, operating profit margins (calculated based on GAAP operating profit as a percentage of GAAP revenues) decreased 20 basis points to 15.6% in 2023, compared to 15.8% in 2022.

Our

Net income for Host Inc. was $752 million, an increase of $109 million, or 17.0%, from the prior year.

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.

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

As a result, while the overall expectation of a recession has moderated, a slowdown in economic growth is anticipated.

At the same time, demand patterns have normalized from the outsized impact of the pandemic on our industry, particularly in luxury and upper upscale hotels in top U.S. markets where our hotels are located.

The majority of our urban markets steadily improved in 2023, reflecting increases in group business and a gradual recovery in business transient and international demand.

However, transient demand has recovered more slowly in certain markets, specifically San Francisco and Seattle.

In addition, the impact from the wildfires on the Maui market, one of our largest markets by revenues, has created challenges for anticipating performance levels in the coming months as the community rebuilds.

As unemployment remains historically low and the labor market is tight at the lower end of the wage scale, we anticipate another year of wage growth in the 4% to 5% range.

In 2023, we completed significant multi-year initiatives driven by our three strategic objectives, as follows, and believe we will continue to realize the benefits from our ongoing efforts: (i) redefining the hotel operating model with our managers through the implementation of portfolio-wide cost reductions, (ii) gaining market share through comprehensive renovations, including the Marriott and other transformational projects, discussed below, (iii) and strategically allocating capital to development ROI projects, including the new tower at The Ritz-Carlton, Naples completed in 2023.

Major capital projects completed during the year include transformational renovations at Fairmont Kea Lani, Maui, with upgrades to all guestrooms and the addition of a new arrival experience and lobby bar, and The Westin Georgetown, Washington D.C., with guestroom, public space and meeting space renovations.

In July 2023, The Ritz-Carlton, Naples reopened, including the guestrooms, suites and amenities, and the new tower expansion.

The final phase of reconstruction at Hyatt Regency Coconut Point Resort and Spa, the resort's waterpark, was completed in June 2023.

In 2023, we completed the Marriott transformational capital program, which began in 2018.

We believe this program will position these hotels to be more competitive in their respective markets and will enhance long-term performance through increases in RevPAR and market yield index.

We agreed to invest amounts in excess of the FF&E reserves required under our management agreements and, in exchange, Marriott has provided additional priority returns on the agreed upon investments and $83 million in operating profit guarantees, before reductions for incentive management fees, to offset expected business disruption.

The Marriott transformational capital program included 16 hotels, which were completed as follows: projects at the Coronado Island Marriott Resort & Spa, New York Marriott Downtown, San Francisco Marriott Marquis, and Santa Clara Marriott in 2019; projects at the Minneapolis Marriott City Center, San Antonio Marriott Rivercenter and JW Marriott Atlanta Buckhead in 2020; projects at The Ritz-Carlton Amelia Island, New York Marriott Marquis and Orlando World Center Marriott in 2021; projects at Boston Marriott Copley Place, Houston Marriott Medical Center, JW Marriott Houston by the Galleria, and Marina del Rey Marriott in 2022; and projects at the Marriott Marquis San Diego Marina and Washington Marriott at Metro Center in 2023.

on this program.

As of February [removed: 23, 2024,] [added: 21, 2025,] we do not have any interest rate derivatives outstanding.

The interest payments on [removed: 76%] [added: 80%] of our debt are fixed in nature.

If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in [removed: 2024.][added: 2025.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Average interest rate [added: ⁽²⁾] | | | [removed: 3.8] [added: 5.3] | | % | | | | [removed: 3.8] [added: 5.3] | | % | | | | [removed: 3.6] [added: 5.3] | | % | | | | [removed: 3.6] [added: 5.3] | | % | | | | [removed: 3.6] [added: —] | | % | | | | [removed: 3.6] [added: —] | | % | | | | | | | | | | | | |

| Variable rate ⁽¹⁾ | | | $ | (4) | | | | | $ | (4) | | | | | $ | [removed: (3)] [added: 500] | | | | | $ | 500 | | | | | $ | [removed: 500] [added: —] | | | | | $ | — | | | | | $ | [removed: 989] [added: 992] | | | | | $ | 1,000 | |

| Average interest rate [removed: ⁽²⁾] | | | [removed: 6.4] [added: 4.6] | | % | | | | [removed: 6.4] [added: 4.6] | | % | | | | [removed: 6.4] [added: 4.6] | | % | | | | [removed: 6.4] [added: 4.6] | | % | | | | [removed: 6.4] [added: 4.6] | | % | | | | [removed: —] [added: 4.9] | | % | | | | | | | | | | | | |

(2)The interest rate for our floating rate payments is based on the rate in effect as of December 31, [removed: 2023.][added: 2024.]

For [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] revenues from our consolidated foreign operations were [removed: $92] [added: $101] million and [removed: $71] [added: $92] million, respectively, or approximately [removed: 2% and 1%, respectively,] [added: 2%,] of our total revenues.

In the third quarter of [removed: 2023,] [added: 2024,] three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million [removed: ($75] [added: ($74] million), and we received [removed: $1.9] [added: $1.4] million in the aggregate upon settlement of these contracts.

In replacement of the maturing contracts, we entered into [removed: three] [added: two] new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million [removed: ($74] [added: ($73] million), which will mature in August [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023,] [added: 2024,] the fair value of these contracts was [removed: $(1.2)] [added: $3.3] million.

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

| Fixed rate ⁽¹⁾ | | | $ | 495 | | | | | $ | 396 | | | | | $ | 85 | | | | | $ | (7) | | | | | $ | 643 | | | | | $ | 2,479 | | | | | $ | 4,091 | | | | | $ | 3,929 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 5,083 | | | | | $ | 4,929 | |

loans.

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

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

As of February [removed: 23, 2024,] [added: 21, 2025,] our consolidated lodging portfolio consists of [removed: 77] [added: 81] primarily luxury and upper-upscale hotels containing approximately [removed: 42,000] [added: 43,400] 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: 2023.][added: 2024.]

For [removed: 2024,] [added: 2025,] we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale.

[removed: To maintain its qualification as a REIT, Host Inc. is required to distribute 90% of its taxable income (other than net] capital gain) to its stockholders each year and, as a result, generally relies on external sources of capital, as well as cash from operations, to finance growth.

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 [added: global] sustainability [removed: leader in the lodging REIT sector.][added: leader.]

The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for [removed: 2020] [added: 2021] through [removed: 2022,] [added: 2023,] the last three fiscal years for which data is available(1).

The increases in [added: both] Total [removed: Energy] [added: Water] Consumption and Total [removed: Water] [added: Energy] Consumption [removed: for] [added: from] 2021 [removed: and] [added: to] 2022 reflect the [removed: return] [added: recovery] of business at our hotels [removed: as compared to the loss of occupancy from] [added: following] the COVID-19 [removed: pandemic in prior years:][added: pandemic:]

[removed: ][added: ]

[removed: ][added: ]

Our latest Corporate Responsibility Report, which was issued in [removed: September 2023,] [added: July 2024,] details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our [removed: new] 2030 environmental and social targets that [removed: will] serve as the [removed: initial] [added: interim milestone in our] roadmap [removed: for achieving] [added: to achieve] our aspirational vision of becoming [added: a] net positive [added: company] by 2050.

Lodging demand growth typically is related to the vitality of the overall economy, in addition to local [removed: market factors that stimulate travel to specific destinations.]

[added: 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 growth but increases the volatility of the cyclical behavior of the lodging industry, as new supply may be planned during an upcycle but [removed: 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: 2018] [added: 2019] to [removed: 2023.][added: 2024.]

[removed: ][added: ]

[removed: ][added: ]

*General Terms and Provisions* – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, Four [removed: Seasons] [added: Seasons, 1 Hotels] and AccorHotels) typically include the terms described below:

In the case of our hotels operating under the W®, Westin®, [removed: Sheraton®,] Luxury Collection® and St. Regis® brands and managed by Marriott following its acquisition of Starwood Hotels & Resorts Worldwide, Inc. on September 23, 2016 (collectively, the “Starwood Hotels”), the base management fee is only 1% of annual gross revenues, but that amount is supplemented by license fees payable under a separate license agreement (as described below).

Host Inc. operates through an umbrella partnership structure in which substantially all its assets are owned by Host L.P., of which Host Inc. is the sole general partner and holds approximately 99% of the OP units as of December 31, [removed: 2023.][added: 2024.]

Additionally, for every share of common stock issued by Host Inc., Host L.P. will issue [removed: .97895] [added: 0.97895] OP units to Host Inc. in exchange for the consideration received from the issuance of the common stock.

As of December 31, [removed: 2023,] [added: 2024,] unaffiliated limited partners owned [removed: 9.5] [added: 9.2] million OP units, which were convertible into [removed: 9.7] [added: 9.4] million Host Inc. common shares.

Assuming that all OP units held by unaffiliated limited partners were converted into common shares, there would have been [removed: 713.3] [added: 708.5] million common shares of Host Inc. outstanding at December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

As of February [removed: 23, 2024,] [added: 21, 2025,] we owned a portfolio of [removed: 77] [added: 81] hotels, of which [removed: 72] [added: 76] are in the United States and five are located in Brazil and Canada.

Approximately 2% of our revenues in [removed: 2023,] [added: 2024, 2% of our revenues in 2023] and [removed: approximately] 1% of our revenues in [removed: both] 2022 [removed: and 2021] were attributed to the operations of these five foreign hotels.

While approximately [removed: 61%] [added: 60%] of our revenues in [removed: 2023] [added: 2024] were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.

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

The average age of our properties is [removed: 36] [added: 37] years, although substantially all of them have benefited from significant renovations or major additions, as well as [removed: regularly scheduled renewal and replacement expenditures and other capital improvements.]

By Brand. The following table details our consolidated hotel portfolio by brand as of February [removed: 23, 2024:][added: 21, 2025:]

| Autograph Collection | | | | | | 1 | | | | | | 223 | | | | | | [removed: 0.4] [added: 0.3] | | % |

| Luxury Collection | | | | | | 1 | | | | | | 645 | | | | | | [removed: 3.7] [added: 3.5] | | % |

| Andaz | | | | | | 1 | | | | | | 320 | | | | | | [removed: 1.9] [added: 1.7] | | % |

| Hyatt Place | | | | | | 1 | | | | | | 426 | | | | | | [removed: 0.6] [added: 0.7] | | % |

| Hyatt Regency | | | | | | 6 | | | | | | 3,866 | | | | | | [removed: 8.7] [added: 7.5] | | % |

| Curio | | | | | | 2 | | | | | | 591 | | | | | | [removed: 1.7] [added: 1.6] | | % |

| Hilton | | | | | | 1 | | | | | | 223 | | | | | | [removed: 0.3] [added: 0.2] | | % |

| Swissôtel | | | | | | 1 | | | | | | 662 | | | | | | [removed: 1.1] [added: 1.0] | | % |

| Total AccorHotels | | | | | | 4 | | | | | | 1,517 | | | | | | [removed: 3.6] [added: 3.5] | | % |

| Four Seasons | | | | | | 2 | | | | | | 569 | | | | | | [removed: 5.2] [added: 4.8] | | % |

(1)Based on our [removed: 2023] [added: 2024] revenues; no individual hotel contributed more than 6% of total revenues in [removed: 2023.][added: 2024.]

We also execute capital expenditure projects to further increase the resilience of our hotels, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems.

To maintain its qualification as a REIT, Host Inc. is required to distribute 90% of its taxable income (other than net

The increase in Total Water Consumption from 2022 to 2023 reflects an increase in occupancy at our hotels, while Total Energy Consumption remained level due to efficiency investments.

market factors that stimulate travel to specific destinations.

Our hotels attract both business and leisure travelers; therefore, our hotels' performance as it relates to transient demand is driven by trends related to both of these customer types.

Our portfolio also includes hotels referred to as “soft-branded” that are associated with a major brand chain, but maintain a unique identity that is customized towards a particular customer profile or authentic location.

regularly scheduled renewal and replacement expenditures and other capital improvements.

| Marriott | | | | | | 26 | | | | | | 19,038 | | | | | | 36.8 | | % |

| Ritz-Carlton | | | | | | 6 | | | | | | 2,367 | | | | | | 10.2 | | % |

| Westin | | | | | | 8 | | | | | | 3,972 | | | | | | 7.7 | | % |

| Total Marriott | | | | | | 51 | | | | | | 29,518 | | | | | | 64.0 | | % |

| Alila | | | | | | 1 | | | | | | 59 | | | | | | 0.7 | | % |

| Grand Hyatt | | | | | | 4 | | | | | | 3,638 | | | | | | 7.0 | | % |

| Total Hyatt | | | | | | 13 | | | | | | 8,309 | | | | | | 17.6 | | % |

| Embassy Suites | | | | | | 2 | | | | | | 961 | | | | | | 1.5 | | % |

| Total Hilton | | | | | | 5 | | | | | | 1,775 | | | | | | 3.3 | | % |

| 1 Hotel | | | | | | 3 | | | | | | 882 | | | | | | 4.7 | | % |

| Other/Independent | | | | | | 3 | | | | | | 819 | | | | | | 2.1 | | % |

| | | | | | | 81 | | | | | | 43,389 | | | | | | 100.0 | | % |

| Alila Ventana Big Sur | | | | | | 59 | | | | | | The Ritz-Carlton O'ahu, Turtle Bay | | | | | | 450 | | |

| Axiom Hotel | | | | | | 152 | | | | | | Illinois | | | | | | | | |

| Grand Hyatt San Francisco | | | | | | 669 | | | | | | Swissôtel Chicago | | | | | | 662 | | |

| Colorado | | | | | | | | | | | | Minneapolis Marriott City Center | | | | | | 585 | | |

| Denver Marriott Tech Center | | | | | | 605 | | | | | | New Jersey | | | | | | | | |

| 1 Hotel South Beach | | | | | | 433 | | | | | | 1 Hotel Central Park | | | | | | 234 | | |

| Miami Marriott Biscayne Bay | | | | | | 605 | | | | | | The Westin Cincinnati ⁽¹⁾ | | | | | | 456 | | |

| Tampa Airport Marriott ⁽¹⁾ | | | | | | 298 | | | | | | Philadelphia Airport Marriott ⁽¹⁾ | | | | | | 419 | | |

| The Ritz-Carlton Naples, Tiburón | | | | | | 295 | | | | | | Embassy Suites by Hilton Nashville Downtown | | | | | | 506 | | |

| The Singer Oceanfront Resort, Curio Collection by Hilton | | | | | | 223 | | | | | | Texas | | | | | | | | |

| Grand Hyatt Atlanta in Buckhead | | | | | | 439 | | | | | | Houston Marriott Medical Center/Museum District ⁽¹⁾ | | | | | | 398 | | |

| JW Marriott Atlanta Buckhead | | | | | | 371 | | | | | | Hyatt Regency Austin | | | | | | 448 | | |

| Virginia | | | | | | | | | | | | Brazil | | | | | | | | |

| Hyatt Regency Reston | | | | | | 518 | | | | | | ibis Rio de Janeiro Parque Olimpico | | | | | | 256 | | |

| Grand Hyatt Washington | | | | | | 902 | | | | | | Total | | | | | | 43,389 | | |

| Hyatt Regency Washington on Capitol Hill | | | | | | 838 | | | | | | | | | | | | | | |

As of December 31, 2024, we have funded $72 million to Noble Fund V.

Additionally, through a co-investment of the fund, we have committed an additional $30 million of which we have funded $13 million.

right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

In August 2024, the joint venture completed an amendment and restatement of its $60 million mortgage loan agreement, extending its maturity to August 2, 2029.

to review and renewal on a regular basis.

Trends in economic indicators such as gross domestic product

Historically, business travelers have made up the majority of transient demand at our hotels; however, leisure drove the majority of our demand during the recovery from the COVID-19 pandemic from 2020 through 2022, with business transient seeing a recovery in the second half of 2022 and through 2023.

There are also specialized, smaller boutique hotels that are customized towards a particular customer profile.

Generally, these hotels will be operated by an independent third party and either will have no brand affiliation, or will be associated with a major brand, while maintaining most of its independent identity (which we refer to as “soft-branded” hotels).

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

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

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

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

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

| Grand Hyatt | | | | | | 4 | | | | | | 3,633 | | | | | | 8.0 | | % |

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

| Embassy Suites | | | | | | 1 | | | | | | 455 | | | | | | 0.6 | | % |

| Total Hilton | | | | | | 4 | | | | | | 1,269 | | | | | | 2.6 | | % |

| Other/Independent | | | | | | 4 | | | | | | 1,252 | | | | | | 6.1 | | % |

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

| Alila Ventana Big Sur | | | | | | 59 | | | | | | Illinois | | | | | | | | |

| Coronado Island Marriott Resort & Spa ⁽¹⁾ | | | | | | 300 | | | | | | Swissôtel Chicago | | | | | | 662 | | |

| Hyatt Regency San Francisco Airport | | | | | | 790 | | | | | | Louisiana | | | | | | | | |

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

| The Westin Denver Downtown | | | | | | 430 | | | | | | New York | | | | | | | | |

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

| Hilton Singer Island Oceanfront/Palm Beaches Resort | | | | | | 223 | | | | | | Pennsylvania | | | | | | | | |

| The Alida, Savannah, a Tribute Portfolio Hotel | | | | | | 173 | | | | | | San Antonio Marriott Rivercenter ⁽¹⁾ | | | | | | 1,000 | | |

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

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

| W Seattle | | | | | | 424 | | | | | | Novotel Rio de Janeiro Parque Olimpico | | | | | | 149 | | |

| JW Marriott Washington, D.C. | | | | | | 777 | | | | | | Total | | | | | | 41,972 | | |

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

Due to the ownership structure and economic or participating rights

In December 2023, the joint venture completed the refinancing of the mortgage loan on the hotel with an initial draw of $152.5 million, the proceeds of which were used to repay the outstanding balance of $150 million.

Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels®, Alila®, Andaz®, Fairmont®, Four Seasons®, Grand Hyatt®, JW

In order to ensure that

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

[added: 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 [Item [removed: 8.](#ie68b6c9b21414b09a9c46b3da2bfecd4_112)] [added: 8.](#i502ca96685994aad9fa73022d0e7c30d_112)] – Financial Statements and Supplementary Data.

We believe, based on currently available information,

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| Host Hotels & Resorts, Inc. | | | | | | Common Stock, $.01 par value [removed: (703,621,808] [added: (699,106,842] shares outstanding as of February [removed: 23, 2024)] [added: 21, 2025)] | | | | | | HST | | | | | | The Nasdaq Stock Market LLC | | |

Host Hotels & Resorts, L.P. Units of limited partnership interest [removed: 698,324,144] [added: 693,582,918] units outstanding as of February [removed: 23, 2024)][added: 21, 2025)]

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 [removed: 30, 2023] [added: 28, 2024] was [removed: $11,832,497,578.][added: $12,458,130,843.]

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: 15, 2024] [added: 14, 2025] are incorporated by reference into Part III of this Form 10-K.

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

In the financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital) and in the consolidated statements of operations and comprehensive income [removed: (loss)] with respect to the manner in which income [removed: or loss] is allocated to non-controlling interests.

Income [removed: or loss] allocable to the holders of approximately 1% of the OP units is reflected as income [removed: or loss] allocable to non-controlling interests at Host Inc. and within net income at Host L.P. Also, earnings per share generally will be slightly less than the earnings per OP unit, as each Host Inc. common share is the equivalent of .97895 OP units (instead of 1 OP unit).

| [Item [removed: 1.](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] [added: 1.](#i502ca96685994aad9fa73022d0e7c30d_16)] | | | [removed: [Business](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] [added: [Business](#i502ca96685994aad9fa73022d0e7c30d_16)] | | | [removed: [1](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] [added: [1](#i502ca96685994aad9fa73022d0e7c30d_16)] | | |

| [Item [removed: 1A.](#ie68b6c9b21414b09a9c46b3da2bfecd4_19)] [added: 1A.](#i502ca96685994aad9fa73022d0e7c30d_19)] | | | [Risk [removed: Factors](#ie68b6c9b21414b09a9c46b3da2bfecd4_19)] [added: Factors](#i502ca96685994aad9fa73022d0e7c30d_19)] | | | [removed: [17](#ie68b6c9b21414b09a9c46b3da2bfecd4_19)] [added: [18](#i502ca96685994aad9fa73022d0e7c30d_19)] | | |

| [Item [removed: 1B.](#ie68b6c9b21414b09a9c46b3da2bfecd4_22)] [added: 1B.](#i502ca96685994aad9fa73022d0e7c30d_22)] | | | [Unresolved Staff [removed: Comments](#ie68b6c9b21414b09a9c46b3da2bfecd4_22)] [added: Comments](#i502ca96685994aad9fa73022d0e7c30d_22)] | | | [removed: [31](#ie68b6c9b21414b09a9c46b3da2bfecd4_22)] [added: [32](#i502ca96685994aad9fa73022d0e7c30d_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ie68b6c9b21414b09a9c46b3da2bfecd4_959)] [added: [Cybersecurity](#i502ca96685994aad9fa73022d0e7c30d_25)] | | | [removed: [31](#ie68b6c9b21414b09a9c46b3da2bfecd4_959)] [added: [32](#i502ca96685994aad9fa73022d0e7c30d_25)] | | |

| [Item [removed: 2.](#ie68b6c9b21414b09a9c46b3da2bfecd4_25)] [added: 2.](#i502ca96685994aad9fa73022d0e7c30d_28)] | | | [removed: [Properties](#ie68b6c9b21414b09a9c46b3da2bfecd4_25)] [added: [Properties](#i502ca96685994aad9fa73022d0e7c30d_28)] | | | [removed: [32](#ie68b6c9b21414b09a9c46b3da2bfecd4_25)] [added: [34](#i502ca96685994aad9fa73022d0e7c30d_28)] | | |

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| [Item [removed: 4.](#ie68b6c9b21414b09a9c46b3da2bfecd4_31)] [added: 4.](#i502ca96685994aad9fa73022d0e7c30d_34)] | | | [Mine Safety [removed: Disclosures](#ie68b6c9b21414b09a9c46b3da2bfecd4_31)] [added: Disclosures](#i502ca96685994aad9fa73022d0e7c30d_34)] | | | [removed: [33](#ie68b6c9b21414b09a9c46b3da2bfecd4_31)] [added: [34](#i502ca96685994aad9fa73022d0e7c30d_34)] | | |

| [Item [removed: 5.](#ie68b6c9b21414b09a9c46b3da2bfecd4_37)] [added: 5.](#i502ca96685994aad9fa73022d0e7c30d_40)] | | | [Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host [removed: Inc.](#ie68b6c9b21414b09a9c46b3da2bfecd4_37)] [added: Inc.](#i502ca96685994aad9fa73022d0e7c30d_40)] | | | [removed: [35](#ie68b6c9b21414b09a9c46b3da2bfecd4_37)] [added: [36](#i502ca96685994aad9fa73022d0e7c30d_40)] | | |

| [Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host [removed: L.P.](#ie68b6c9b21414b09a9c46b3da2bfecd4_40)] [added: L.P.](#i502ca96685994aad9fa73022d0e7c30d_43)] | | | [removed: [36](#ie68b6c9b21414b09a9c46b3da2bfecd4_40)] [added: [37](#i502ca96685994aad9fa73022d0e7c30d_43)] | | | | | |

| [Item [removed: 6.](#ie68b6c9b21414b09a9c46b3da2bfecd4_43)] [added: 6.](#i502ca96685994aad9fa73022d0e7c30d_46)] | | | [removed: [Reserved](#ie68b6c9b21414b09a9c46b3da2bfecd4_43)[](#ie68b6c9b21414b09a9c46b3da2bfecd4_43)] [added: [Reserved](#i502ca96685994aad9fa73022d0e7c30d_46)[](#i502ca96685994aad9fa73022d0e7c30d_46)] | | | [removed: [36](#ie68b6c9b21414b09a9c46b3da2bfecd4_43)] [added: [37](#i502ca96685994aad9fa73022d0e7c30d_46)] | | |

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Our disclosure and analysis in this [removed: 2023] [added: 2024] Annual Report on Form 10-K and in Host Inc.’s [removed: 2023] [added: 2024] Annual Report to Stockholders contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions.

| | | | [Part I](#i502ca96685994aad9fa73022d0e7c30d_13) | | | | | |

| | | | [Part II](#i502ca96685994aad9fa73022d0e7c30d_37) | | | | | |

| | | | [Part III](#i502ca96685994aad9fa73022d0e7c30d_229) | | | | | |

| | | | [Part IV](#i502ca96685994aad9fa73022d0e7c30d_247) | | | | | |

| | | | [Part I](#ie68b6c9b21414b09a9c46b3da2bfecd4_13) | | | | | |

| | | | [Part II](#ie68b6c9b21414b09a9c46b3da2bfecd4_34) | | | | | |

| | | | [Part III](#ie68b6c9b21414b09a9c46b3da2bfecd4_226) | | | | | |

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

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

Our cybersecurity risk management program is led by our senior vice president of information technology who has over [removed: 20] [added: 25] years of [added: information technology] experience [removed: in] [added: that includes application development,] information technology [removed: development] [added: infrastructure, security, business continuity,] and [removed: capabilities.][added: engineering.]

[added: 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:

As of February [removed: 23, 2024,] [added: 21, 2025,] 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.

For more information on the risks related to cybersecurity threats, including threats faced by our hotel managers, see [Part [removed: 1] [added: I,] Item [removed: 1A.](#ie68b6c9b21414b09a9c46b3da2bfecd4_19)] [added: 1A.](#i502ca96685994aad9fa73022d0e7c30d_19)] "Risk Factors — [removed: *Cyber threats and] [added: *We face] the risk of [added: material] data breaches [removed: or] [added: and] 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, [added: which] could materially adversely affect our business and results*.”

Management updates the Audit Committee, as necessary, regarding any [removed: significant cybersecurity incidents.]

We design and assess our program using

He holds a master's degree in computer science and a bachelor of engineering in electrical engineering.

Our vice president of cybersecurity reports to the senior vice president of information technology and has over 25 years of operations and security experience backed by an undergraduate degree in computer management and various technology and security certifications.

Our vice president of cybersecurity is responsible for the day-to-day assessment and management of cybersecurity risk.

significant cybersecurity incidents.

Our cybersecurity risk management program includes the following

See [Part [removed: 1] [added: I,] Item [removed: 1.](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] [added: 1.](#i502ca96685994aad9fa73022d0e7c30d_16)] “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.

In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February [removed: 23, 2024.][added: 21, 2025.]

| Richard E. Marriott *Chairman of the Board* | | | | | | [removed: 85] [added: 86] | | | | | | Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the board of directors. In 1984, he was elected executive vice president, and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. | | |

| James F. Risoleo *President, Chief Executive Officer and Director* | | | | | | [removed: 68] [added: 69] | | | | | | James F. Risoleo joined our company in 1996 as senior vice president for acquisitions. He has served in various capacities with the company, including executive vice president and chief investment officer, managing director of the company's European and west coast investment activities, and culminating in his service as president and chief executive officer beginning in January 2017. | | |

| Sourav Ghosh *Executive Vice President and Chief Financial Officer* | | | | | | [removed: 47] [added: 48] | | | | | | 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 [removed: officer and treasurer.] [added: officer.] | | |

| Julie P. Aslaksen *Executive Vice President, General Counsel and Secretary* | | | | | | [removed: 49] [added: 50] | | | | | | 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. | | |

| Michael E. Lentz *Executive Vice President Development, Design & Construction* | | | | | | [removed: 60] [added: 61] | | | | | | Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction. In February 2019, he was promoted to executive vice president, development, design and construction. Prior to joining us, Mr. Lentz was senior vice president of global development for Las Vegas Sands Corp. from 2011 to 2016 and before that was with Walt Disney Imagineering for 20 years, culminating in his service as vice president of project development. | | |

| Joseph C. Ottinger *Senior Vice President,* *Corporate Controller* | | | | | | [removed: 47] [added: 48] | | | | | | Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president, corporate controller. | | |

| Mari Sifo *Executive Vice President,* *Chief Human Resources Officer* | | | | | | [removed: 42] [added: 43] | | | | | | 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 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. | | |

| Nathan S. Tyrrell *Executive Vice President,* *Chief Investment Officer* | | | | | | [removed: 51] [added: 52] | | | | | | Nathan S. Tyrrell joined our finance department in 2005. He became treasurer in February 2010. In 2015, he was named managing director of investment activities for the east coast, and in 2017 he was named executive vice president, chief investment officer. | | |

As of February [removed: 23, 2024,] [added: 21, 2025,] there were [removed: 15,190] [added: 14,537] holders of record of Host Inc.’s common stock.

As of February [removed: 23, 2024,] [added: 21, 2025,] there were [removed: 1,051] [added: 996] limited partners of Host L.P. (in addition to Host Inc.).

Comparison of Five-Year Cumulative Stockholder Returns [removed: 2018] [added: 2019] – [removed: 2023][added: 2024]

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

Fourth Quarter [removed: 2023] [added: 2024] Host Inc. Purchases of Equity Securities

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

The number of holders of record of Host L.P.’s common OP units on February [removed: 23, 2024] [added: 21, 2025] was [removed: 1,051.][added: 996.]

The number of outstanding common OP units as of February [removed: 23, 2024] [added: 21, 2025] was [removed: 698,324,144,] [added: 693,582,918,] of which [removed: 688,824,612] [added: 684,404,669] were owned by Host Inc.

Fourth Quarter [removed: 2023] [added: 2024] Host L.P. Purchases of Equity Securities

| October 1, [removed: 2023 –] [added: 2024 -] October 31, [removed: 2023] [added: 2024] | | | | | | [removed: 14,775] [added: 8,991] | | | * | | | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | | | | — | | | | | | — | | |

| November 1, [removed: 2023 –] [added: 2024 -] November 30, [removed: 2023] [added: 2024] | | | | | | [removed: 1,864,814] [added: 50,960] | | | [added: *] | | | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | | | | — | | | | | | — | | |

| December 1, [removed: 2023 –] [added: 2024 -] December 31, [removed: 2023] [added: 2024] | | | | | | [removed: 22,717] [added: 10,460] | | | * | | | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | | | | — | | | | | | — | | |

| Host Hotels & Resorts, Inc. | | | $ | 100.00 | | | | | $ | 80.25 | | | | | $ | 95.39 | | | | | $ | 90.99 | | | | | $ | 116.04 | | | | | $ | 109.66 | |

| NAREIT Lodging Index | | | $ | 100.00 | | | | | $ | 76.40 | | | | | $ | 90.32 | | | | | $ | 76.50 | | | | | $ | 94.80 | | | | | $ | 92.90 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| October 1, 2024 - October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 685 | |

| November 1, 2024 - November 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 685 | | |

| December 1, 2024 - December 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 685 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 685 | |

| Total | | | | | | 70,411 | | | | | | | | | | | | — | | | | | | — | | |

| 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 | |

| 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 | |

___________

*Prices shown are exclusive of commissions paid.

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

Reflects (i) 1,863,106 common OP units repurchased to fund the repurchase by Host Inc. of 1,903,152 shares of common stock as part of its publicly announced share repurchase program, and (ii) 1,708 common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock.

| [Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, [removed: Inc.)](#ie68b6c9b21414b09a9c46b3da2bfecd4_115)] [added: Inc.)](#i502ca96685994aad9fa73022d0e7c30d_115)] | | | [removed: [70](#ie68b6c9b21414b09a9c46b3da2bfecd4_115)] [added: [70](#i502ca96685994aad9fa73022d0e7c30d_115)] | | |

| [Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, [removed: L.P.)](#ie68b6c9b21414b09a9c46b3da2bfecd4_121)] [added: L.P.)](#i502ca96685994aad9fa73022d0e7c30d_121)] | | | [removed: [72](#ie68b6c9b21414b09a9c46b3da2bfecd4_118)] [added: [73](#i502ca96685994aad9fa73022d0e7c30d_121)] | | |

| Financial Statements of Host Hotels & Resorts, Inc.: | | | [removed: [75](#ie68b6c9b21414b09a9c46b3da2bfecd4_124)] [added: [75](#i502ca96685994aad9fa73022d0e7c30d_124)] | | |

| [Consolidated Balance Sheets as [removed: of](#ie68b6c9b21414b09a9c46b3da2bfecd4_127)] [added: of](#i502ca96685994aad9fa73022d0e7c30d_127)] December 31, [added: 2024 [and](#i502ca96685994aad9fa73022d0e7c30d_127)] 2023 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_127) 2022] | | | [removed: [75](#ie68b6c9b21414b09a9c46b3da2bfecd4_127)] [added: [75](#i502ca96685994aad9fa73022d0e7c30d_127)] | | |

| [Consolidated Statements of Operations for the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_130)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_130) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2021] | | | [removed: [76](#ie68b6c9b21414b09a9c46b3da2bfecd4_130)] [added: [76](#i502ca96685994aad9fa73022d0e7c30d_130)] | | |

| [Consolidated Statements of [removed: Comprehensive] [added: Comprehensive](#i502ca96685994aad9fa73022d0e7c30d_151)] Income [removed: (Loss) for] [added: [for] the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_133)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_151)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_133)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_133) 2021] | | | [removed: [77](#ie68b6c9b21414b09a9c46b3da2bfecd4_133)] [added: [83](#i502ca96685994aad9fa73022d0e7c30d_151)] | | |

| [Consolidated Statements of Equity for the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_136)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2021] | | | [removed: [78](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: [78](#i502ca96685994aad9fa73022d0e7c30d_136)] | | |

| [Consolidated Statements of Cash Flows for the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_139)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_139)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2021] | | | [removed: [79](#ie68b6c9b21414b09a9c46b3da2bfecd4_139)] [added: [79](#i502ca96685994aad9fa73022d0e7c30d_139)] | | |

| Financial Statements of Host Hotels & Resorts, L.P.: | | | [removed: [81](#ie68b6c9b21414b09a9c46b3da2bfecd4_142)] [added: [81](#i502ca96685994aad9fa73022d0e7c30d_142)] | | |

| [Consolidated Balance Sheets as [removed: of](#ie68b6c9b21414b09a9c46b3da2bfecd4_145)] [added: of](#i502ca96685994aad9fa73022d0e7c30d_145)] December 31, [added: 2024 [and](#i502ca96685994aad9fa73022d0e7c30d_127)] 2023 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_127) 2022] | | | [removed: [81](#ie68b6c9b21414b09a9c46b3da2bfecd4_145)] [added: [81](#i502ca96685994aad9fa73022d0e7c30d_145)] | | |

| [Consolidated Statements of Operations for the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_148)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_148)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2021] | | | [removed: [82](#ie68b6c9b21414b09a9c46b3da2bfecd4_148)] [added: [82](#i502ca96685994aad9fa73022d0e7c30d_148)] | | |

| [Consolidated Statements of [removed: Comprehensive Income (Loss)] [added: Capital] for the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_151)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_154)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2021] | | | [removed: [83](#ie68b6c9b21414b09a9c46b3da2bfecd4_151)] [added: [84](#i502ca96685994aad9fa73022d0e7c30d_154)] | | |

| [Consolidated Statements of [removed: Capital] [added: Cash Flows] for the Years [removed: Ended](#ie68b6c9b21414b09a9c46b3da2bfecd4_154)] [added: Ended](#i502ca96685994aad9fa73022d0e7c30d_157)] December 31, [removed: 2023[,](#ie68b6c9b21414b09a9c46b3da2bfecd4_136)] [added: 2024[,](#i502ca96685994aad9fa73022d0e7c30d_136) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_130)] 2022 [removed: [and](#ie68b6c9b21414b09a9c46b3da2bfecd4_130) 2021] | | | [removed: [84](#ie68b6c9b21414b09a9c46b3da2bfecd4_154)] [added: [85](#i502ca96685994aad9fa73022d0e7c30d_157)] | | |

| [Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: L.P.)](#ie68b6c9b21414b09a9c46b3da2bfecd4_160)] [added: L.P.)](#i502ca96685994aad9fa73022d0e7c30d_160)] | | | [removed: [87](#ie68b6c9b21414b09a9c46b3da2bfecd4_160)] [added: [87](#i502ca96685994aad9fa73022d0e7c30d_160)] | | |

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 28, 2024] [added: 26, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matter*][added: Matters*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, [removed: 2023,] [added: 2024,] was [removed: $9,624] [added: $10,906] million.

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

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

We have audited Host Hotels & Resorts, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 28, 2024] [added: 26, 2025] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries (the Partnership) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Property and equipment, net | | | | | | $ | [removed: 9,624] [added: 10,906] | | | | | $ | [removed: 9,748] [added: 9,624] | |

| Right-of-use assets | | | | | | [removed: 550] [added: 559] | | | | | | [removed: 556] [added: 550] | | |

| Due from managers | | | | | | [removed: 128] [added: 36] | | | | | | [removed: 94] [added: 128] | | |

| Advances to and investments in affiliates | | | | | | [removed: 126] [added: 166] | | | | | | [removed: 132] [added: 126] | | |

| Furniture, fixtures and equipment replacement fund | | | | | | [removed: 217] [added: 242] | | | | | | [removed: 200] [added: 217] | | |

| Notes receivable | | | | | | [removed: 72] [added: 79] | | | | | | [removed: 413] [added: 72] | | |

| Other | | | | | | [removed: 382] [added: 506] | | | | | | [removed: 459] [added: 382] | | |

| Cash and cash equivalents | | | [added: $] | [added: 554] | | [added: | | | $ |] 1,144 | | | | | [added: $] | 667 | | [removed: |]

| Total assets | | | | | | $ | [removed: 12,243] [added: 13,048] | | | | | $ | [removed: 12,269] [added: 12,243] | |

| Senior notes | | | | | | $ | [removed: 3,120] [added: 3,993] | | | | | $ | [removed: 3,115] [added: 3,120] | |

| [Consolidated Statements of Comprehen](#i502ca96685994aad9fa73022d0e7c30d_133)[s](#i502ca96685994aad9fa73022d0e7c30d_133)[ive](#i502ca96685994aad9fa73022d0e7c30d_133) Income [for the Years En](#i502ca96685994aad9fa73022d0e7c30d_133)[ded](#i502ca96685994aad9fa73022d0e7c30d_133) December 31, 2024[,](#i502ca96685994aad9fa73022d0e7c30d_133) 2023 [and](#i502ca96685994aad9fa73022d0e7c30d_133) 2022 | | | [77](#i502ca96685994aad9fa73022d0e7c30d_133) | | |

the expected hold period of this hotel property.

*Evaluation of the fair value of land acquired in real estate asset acquisitions*

As discussed in Notes 1 and 12 to the consolidated financial statements, the Company acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Company determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

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

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Company’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

- evaluating the Company’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

- evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

February 26, 2025

February 26, 2025

*Critical Audit Matters*

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

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

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, 2024, was $10,906 million.

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

*Evaluation of the fair value of land acquired in real estate asset acquisitions*

As discussed in Notes 1 and 12 to the consolidated financial statements, the Partnership acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Partnership determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

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

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Partnership’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

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

We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the Partnership’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

- evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

February 26, 2025

| Cash and cash equivalents | | | | | | 554 | | | | | | 1,144 | | |

| OTHER COMPREHENSIVE INCOME, NET OF TAX | | | | | | | | | | | | | | | | | |

Years Ended December 31, 2024, 2023 and 2022

| — | | | | | | Change in fair value of derivative instruments | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | |

| — | | | | | | Amounts reclassified from Other Comprehensive Income | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | |

| — | | | | | | Common stock dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | (635) | | | | | | — | | | | | | (635) | | | | | | — | | |

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

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

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

February 28, 2024

| 705.4 | | | | | | Balance, December 31, 2020 | | | | | | $ | 7 | | | | | $ | 7,568 | | | | | $ | (74) | | | | | $ | (1,180) | | | | | $ | 5 | | | | | $ | 6,326 | | | | | $ | 108 | |

| 7.8 | | | | | | Common stock issuances | | | | | | — | | | | | | 138 | | | | | | — | | | | | | — | | | | | | — | | | | | | 138 | | | | | | — | | |

| Issuance of common stock | | | 1 | | | | | | 1 | | | | | | 138 | | |

In 2021, non-cash consideration for the acquisition of the Hotel Van Zandt included the assumption of a $102 million mortgage loan.

| 690.5 | | | | | | Balance, December 31, 2020 | | | | | | $ | 1 | | | | | $ | 6,394 | | | | | $ | (74) | | | | | $ | 5 | | | | | $ | 6,326 | | | | | $ | 108 | |

| 7.6 | | | | | | Common OP unit issuances | | | | | | — | | | | | | 138 | | | | | | — | | | | | | — | | | | | | 138 | | | | | | — | | |

| Issuance of common OP units | | | 1 | | | | | | 1 | | | | | | 138 | | |

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

No properties were impaired as a result of a decline in operations due to the pandemic.

During

2021, as a result of the reduction in expected hold periods during the year, the book value for certain property and equipment exceeded its undiscounted future cash flows.

Therefore, we recorded impairment expense of $92 million for the year ended December 31, 2021.

Intangible Assets and Acquired Liabilities

In conjunction with our acquisitions, we may identify intangible assets and other liabilities.

or its redemption value.

Deferred tax assets and liabilities are recognized for the

almost concurrent receipt of payment, we have no material unearned revenues at year end.

units outstanding.

liability-classified awards.

Identifiable intangible assets typically consist of assumed contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value.

Finance lease obligations that are assumed as part of the acquisition of a leasehold interest are measured at fair value and are included as debt on the accompanying balance sheet and we record the corresponding right-of-use assets.

In a business combination, any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired would be recorded to goodwill.

In very limited circumstances, we may record a bargain purchase gain if the consideration paid is less than the net fair value of the assets and liabilities acquired.

As noted in Note 16, we report on one segment, and therefore, upon adoption of the new standard, we will begin providing the required disclosures, however we are still evaluating the level of disclosure that will be required.

This standard is to be applied on a retrospective basis for all prior periods presented in the financial statements.

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

| Maui/Oahu | | | | | | 449 | | | | | | 473 | | | | | | 372 | | |

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

| | | | 18,802 | | | | | | 18,431 | | |

| | | | $ | 9,624 | | | | | $ | 9,748 | |

| | | | As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | | | | $ | 132 | | | | | $ | 205 | | | | | $ | 758 | | | | | $ | 30 | | | | | | | |

which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties.

Net repayments under the credit facility were $683 million in 2022.

The amount of other debt in default needs to

| 2024 | | | $ | 402 | |

| Thereafter | | | 1,850 | | |

| | | | 4,248 | | |

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: 2023] [added: 2024] 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: 2023.][added: 2024.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in [Item [removed: 8.](#ie68b6c9b21414b09a9c46b3da2bfecd4_112)][added: 8.](#i502ca96685994aad9fa73022d0e7c30d_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: 2023] [added: 2024] 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, 2024.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” [See Part [removed: I](#ie68b6c9b21414b09a9c46b3da2bfecd4_13)[.](#ie68b6c9b21414b09a9c46b3da2bfecd4_13)] [added: I.](#i502ca96685994aad9fa73022d0e7c30d_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: 2024] [added: 2025] 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: 2024] [added: 2025] 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 [Item [removed: 1](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)[.](#ie68b6c9b21414b09a9c46b3da2bfecd4_16)] [added: 1.](#i502ca96685994aad9fa73022d0e7c30d_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.

We have adopted an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Insider Trading Policy Statement is filed as Exhibit 19.1 to this report.

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation" (except for the section within "Executive Officer Compensation" entitled "Pay versus Performance" which shall not be incorporated by reference), [removed: “Director Compensation,” “Corporate Governance] and [removed: Board Matters—Culture and Compensation Committee Interlocks and Insider Participation” and “Culture and Compensation Committee Report.”][added: “Director Compensation”.]

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”

[added: | III. | | | | | |] Real Estate and Accumulated Depreciation. [added: | | | | | | S-1 to S-[5](#i502ca96685994aad9fa73022d0e7c30d_268) | | |]

| 3.1A | | | | | | [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 [removed: quarter ended] [added: quarter](https://www.sec.gov/Archives/edgar/data/1070750/000095017022022127/hst-ex3_1a.htm)[ly period](https://www.sec.gov/Archives/edgar/data/1070750/000095017022022127/hst-ex3_1a.htm) [ended] September 30, 2022, filed on November 4, 2022).](https://www.sec.gov/Archives/edgar/data/1070750/000095017022022127/hst-ex3_1a.htm) | | | | | |

| 4.6 | | | | | | [removed: [Third] [added: [Fifth] Supplemental Indenture, dated [removed: March 20, 2017,] [added: 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 [removed: 8-K,] [added: 8-K] filed on [removed: March 20, 2017).](https://www.sec.gov/Archives/edgar/data/1061937/000119312517088673/d535061dex41.htm)] [added: September 26, 2019).](https://www.sec.gov/Archives/edgar/data/1061937/000119312519255435/d807844dex41.htm)] | | | | | |

| 4.7 | | | | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated [removed: September 26, 2019,] [added: 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 [removed: September 26, 2019).](https://www.sec.gov/Archives/edgar/data/1061937/000119312519255435/d807844dex41.htm)] [added: August 21, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000119312520226970/d97805dex41.htm)] | | | | | |

| [removed: 4.8] [added: 4.10] | | | | | | [removed: [Sixth] [added: [Ninth] Supplemental Indenture, dated August [removed: 20, 2020, by and] [added: 12, 2024,] 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 [removed: 21, 2020.](https://www.sec.gov/Archives/edgar/data/1061937/000119312520226970/d97805dex41.htm)] [added: 12, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000162828024036743/exhibit41-8xk.htm)] | | | | | |

| [removed: 4.9] [added: 4.8] | | | | | | [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) | | | | | |

| [removed: 4.10] [added: 4.11] | | | | | | [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) | | | | | |

| 10.9 | | | | | | [Distribution Agreement, dated [removed: 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)[,] [added: May 31, 2023,] among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, [removed: Inc.,](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[Goldman] [added: Inc., Goldman] Sachs & Co. [removed: 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] [added: LLC, Jefferies LLC, Morgan] Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, [removed: LLC](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[,] [added: LLC,] as sales agents and forward [removed: 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] [added: sellers, and JPMorgan] Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan [removed: Stan](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[ley] [added: Stanley] & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National [removed: Association](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)[,] [added: Association,] as forward [removed: purchasers](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm) [(incorporated] [added: purchasers (incorporated] by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on [removed: 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: May 31, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000119312523157893/d495680dex11.htm)] | | | | | |

| 10.11 | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for performance objectives based vesting awards (incorporated by reference to Exhibit 10.12 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 4, [removed: 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: 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_12.htm)] | | | | | |

| 10.12 | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit [removed: 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] [added: 10.11 to] Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: 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)[,] [added: L.P. Quarterly Report on Form 10-Q,] filed [removed: on](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm) [August] [added: on August] 4, [removed: 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: 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023038490/hst-ex10_11.htm)] | | | | | |

| 21.1* | | | | | | [List of Subsidiaries of Host Hotels & Resorts, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx211.htm)] | | | | | |

| 21.2* | | | | | | [List of Subsidiaries of Host Hotels & Resorts, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx212.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx212.htm)] | | | | | |

| 23* | | | | | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx23.htm)] | | | | | |

| 31.1* | | | | | | [Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx311.htm)] | | | | | |

| 31.2* | | | | | | [Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx312.htm)] | | | | | |

| 31.3* | | | | | | [Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx313.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx313.htm)] | | | | | |

| 31.4* | | | | | | [Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx314.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx314.htm)] | | | | | |

| 32.1* | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx321.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx321.htm)] | | | | | |

| 32.2* | | | | | | [Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx322.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx322.htm)] | | | | | |

| [removed: 97.1*] [added: 97.1] | | | | | | [Host Hotels & Resorts, Inc. Policy for Recovery of Erroneously Awarded [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx971.htm)] [added: Compensation (incorporated by reference to Exhibit 97.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000081/hst-20231231xexx971.htm)] | | | | | |

| 99.1* | | | | | | [Ground Lease [removed: Summary](https://www.sec.gov/Archives/edgar/data/1070750/000107075024000081/hst-20231231xexx991.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx991.htm)] | | | | | |

Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, [removed: 2023 and December 31, 2022, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2023, 2022] [added: 2024] and [removed: 2021, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended] December 31, 2023, [removed: 2022 and 2021,] respectively, for Host Hotels & Resorts, Inc.; [removed: (vi) the Consolidated Statements of Operations for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2023 and December 31, 2022, respectively, for Host Hotels & Resorts, L.P.; (viii)] [added: (iii)] the Consolidated Statements of Comprehensive [removed: Income (Loss) for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022 and 2021, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.]

| 4.9 | | | | | | [Eighth Supplemental Indenture, dated May 10, 2024, 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 May 10, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000162828024022621/exhibit41-8xk.htm) | | | | | |

| 10.13 | | | | | | [Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2024 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2024).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1070750/000107075024000110/hst-20240402.htm) | | | | | |

| 10.14 | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for performance objective based vesting awards (incorporated by reference to Exhibit 10.14 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1014.htm) | | | | | |

| 10.15 | | | | | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.15 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1015.htm) | | | | | |

| 10.16 | | | | | | [First Amendment to the Sixth Amended and Restated Credit Agreement, dated as of June 28, 2024, by and between Host Hotels & Resorts, L.P. and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.16 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).](https://www.sec.gov/Archives/edgar/data/1061937/000107075024000167/hst-10qxexx1016.htm) | | | | | |

| 19. | | | | | | Insider Trading Policies and Procedures | | | | | |

| 19.1* | | | | | | [Host Hotels & Resorts Insider Trading Policy Statement](https://www.sec.gov/Archives/edgar/data/1070750/000107075025000071/hst-20241231xexx191.htm) | | | | | |

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Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

III.

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

| Date: February [removed: 28, 2024] [added: 26, 2025] | | | By: | | | /s/ SOURAV GHOSH | | |

| /s/ RICHARD E. MARRIOTT | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ JAMES F. RISOLEO | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ SOURAV GHOSH | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ JOSEPH C. OTTINGER | | | | | | Senior Vice President, Corporate Controller (Principal Accounting Officer) | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ MARY L. BAGLIVO | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ HERMAN E. BULLS | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ MARY HOGAN PREUSSE | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ WALTER C. RAKOWICH | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ GORDON H. SMITH | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| /s/ A. WILLIAM STEIN | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

| Date: February [removed: 28, 2024] [added: 26, 2025] | | | By: | | | HOST HOTELS & RESORTS, INC., its general partner | | |

| /s/ DIANA M. LAING | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 26, 2025] | | |

[removed: December] [added: | Balance, December] 31, [removed: 2023][added: 2023 | | | | | | 16,234 | | |]

| | | | | | | | | | | | | Initial Cost | | | | | | | | | | | | | | | | | | | | | | | | Gross Amount at December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 1 Hotel South Beach | | | | | | [removed: $ |] — | | | | | [removed: $] | 182 | | | | | [removed: $] | 443 | | | | | [removed: $] | [removed: 19] [added: 23] | | | | | [removed: $] | — | | | | | [removed: $] | 182 | | | | | [removed: $] | [removed: 462] [added: 466] | | | | | [removed: $] | [removed: 644] [added: 648] | | | | | [removed: $] | [removed: 80] [added: 98] | | | | | [added: |] — | | | | | | 2019 | | | | | | 34 | | |

| AC Hotel Scottsdale North | | | | | | — | | | | | | 4 | | | | | | 31 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 31 | | | | | | 35 | | | | | | [removed: 4] [added: 5] | | | | | | 2020 | | | | | | — | | | | | | 31 | | |

| Alila Ventana Big Sur | | | | | | — | | | | | | 40 | | | | | | 104 | | | | | | [removed: 3] [added: 4] | | | | | | — | | | | | | 40 | | | | | | [removed: 107] [added: 108] | | | | | | [removed: 147] [added: 148] | | | | | | [removed: 9] [added: 13] | | | | | | — | | | | | | 2021 | | | | | | 31 | | |

| Andaz Maui at Wailea Resort | | | | | | — | | | | | | 151 | | | | | | 255 | | | | | | [removed: 62] [added: 65] | | | | | | — | | | | | | 151 | | | | | | [removed: 317] [added: 320] | | | | | | [removed: 468] [added: 471] | | | | | | [removed: 52] [added: 64] | | | | | | — | | | | | | 2018 | | | | | | 38 | | |

| Axiom Hotel | | | | | | — | | | | | | 36 | | | | | | 38 | | | | | | [removed: 42] [added: 44] | | | | | | — | | | | | | 36 | | | | | | [removed: 80] [added: 82] | | | | | | [removed: 116] [added: 118] | | | | | | [removed: 29] [added: 33] | | | | | | — | | | | | | 2014 | | | | | | 33 | | |