Item 4. Controls and Procedures
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Item 4. Controls and Procedures
Controls and Procedures (Host Hotels & Resorts, Inc.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Changes to Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Controls and Procedures (Host Hotels & Resorts, L.P.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Changes to Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities (Host Hotels & Resorts, Inc.)
On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program. The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion.
| Period | Total Number of Host Inc. Common Shares Purchased | Average Price Paid per Common Share* | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| January 1, 2025 - January 31, 2025 | — | $ | — | — | $ | 685 | ||||||||||||||||||||
| February 1, 2025 - February 28, 2025 | 1,306,838 | 16.14 | 1,306,838 | 664 | ||||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | 5,025,325 | 15.70 | 5,025,325 | 585 | ||||||||||||||||||||||
| Total | 6,332,163 | $ | 15.79 | 6,332,163 | $ | 585 |
*Prices shown are exclusive of commissions paid.
Issuer Purchases of Equity Securities (Host Hotels & Resorts, L.P.)
| Period | Total Number of Host L.P. Common OP Units Purchased | Average Price Paid per Common OP Unit | Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| January 1, 2025 - January 31, 2025 | 7,039 | * | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | — | — | |||||||||||||||||||||
| February 1, 2025 - February 28, 2025 | 1,286,169 | ** | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | — | — | |||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | 4,941,612 | *** | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | — | — | |||||||||||||||||||||
| Total | 6,234,820 | — | — |
*Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.'s common stock.
** Reflects (i) 1,279,339 common OP units repurchased to fund the repurchase by Host Inc. of 1,306,838 shares of common stock as part of its publicly announced share repurchase program, and (ii) 6,830 common OP units redeemed by holders in exchange for shares of Host Inc.'s common stock.
*** Reflects (i) 4,919,583 common OP units repurchased to fund the repurchase by Host Inc. of 5,025,325 shares of common stock as part of its publicly announced share repurchase program, and (ii) 22,029 common OP units redeemed by holders in exchange for shares of Host Inc.'s common stock.
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