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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2025

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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

0-25087 (Host Hotels & Resorts, L.P.)


HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact name of registrant as specified in its charter)


Maryland (Host Hotels & Resorts, Inc.)53-0085950
Delaware (Host Hotels & Resorts, L.P.)52-2095412
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
4747 Bethesda Ave**,** Suite 130020814
Bethesda, Maryland(Zip Code)
(Address of Principal Executive Offices)

(240) 744-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.Common Stock, $0.01 par valueHSTThe Nasdaq Stock Market LLC
Host Hotels & Resorts, L.P.NoneNoneNone

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Host Hotels & Resorts, Inc.YesþNoo
Host Hotels & Resorts, L.P.YesþNoo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Host Hotels & Resorts, Inc.YesþNoo
Host Hotels & Resorts, L.P.YesþNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Host Hotels & Resorts, Inc.
Large accelerated filerþAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
Host Hotels & Resorts, L.P.
Large accelerated fileroAccelerated filero
Non-accelerated filerþSmaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Host Hotels & Resorts, Inc.YesoNoþ
Host Hotels & Resorts, L.P.YesoNoþ

As of November 5, 2025, there were 687,689,481 shares of Host Hotels & Resorts, Inc.’s common stock, $0.01 par value per share, outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context requires otherwise, 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, in cases where it is important to distinguish between Host Inc. and Host L.P. We use the terms “we,” “our” or “the company” to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise.

Host Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). 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”). The remaining OP units are owned by various unaffiliated limited partners. As the sole general partner of Host L.P., Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control. Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same persons who direct the management of Host L.P. As general partner with control of Host L.P., Host Inc. consolidates Host L.P. for financial reporting purposes, and Host Inc. does not have significant assets other than its investment in Host L.P. Therefore, the assets and liabilities of Host Inc. and Host L.P. are substantially the same on their respective condensed consolidated financial statements and the disclosures of Host Inc. and Host L.P. also are substantially similar. For these reasons, we believe that the combination into a single report of the quarterly reports on Form 10-Q of Host Inc. and Host L.P. results in benefits to management and investors.

The substantive difference between the filings of Host Inc. and Host L.P. is that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the condensed consolidated 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 for Host L.P.). Apart from the different equity treatment, the condensed consolidated financial statements of Host Inc. and Host L.P. are nearly identical.

This combined Form 10-Q for Host Inc. and Host L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting and separate CEO/CFO certifications. In addition, with respect to any other financial and non-financial disclosure items required by Form 10-Q, any material differences between Host Inc. and Host L.P. are discussed separately herein. For a more detailed discussion of the substantive differences between Host Inc. and Host L.P. and why we believe the combined filing results in benefits to investors, see the discussion in the combined Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Explanatory Note.”

i

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

INDEX

PART I. FINANCIAL INFORMATION
Page No.
Item 1.Financial Statements for Host Hotels & Resorts, Inc.:
Condensed Consolidated Balance Sheets - September 30, 2025 (unaudited) and December 31, 20241
Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended September 30, 2025 and 20242
Condensed Consolidated Statements of Comprehensive Income (unaudited) - Quarter and Year-to-date ended September 30, 2025 and 20243
Condensed Consolidated Statements of Cash Flows (unaudited) - Year-to-date ended September 30, 2025 and 20244
Financial Statements for Host Hotels & Resorts, L.P.:
Condensed Consolidated Balance Sheets - September 30, 2025 (unaudited) and December 31, 20246
Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended September 30, 2025 and 20247
Condensed Consolidated Statements of Comprehensive Income (unaudited) - Quarter and Year-to-date ended September 30, 2025 and 20248
Condensed Consolidated Statements of Cash Flows (unaudited) - Year-to-date ended September 30, 2025 and 20249
Notes to Condensed Consolidated Financial Statements (unaudited)11
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3.Quantitative and Qualitative Disclosures about Market Risk51
Item 4.Controls and Procedures52
PART II. OTHER INFORMATION
Item 1A.Risk Factors53
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds53
Item 5.Other Information54
Item 6.Exhibits54

ii

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025 and December 31, 2024

(in millions, except share and per share amounts)

September 30, 2025December 31, 2024
unaudited
ASSETS
Property and equipment, net$10,670$10,906
Right-of-use assets561559
Assets held for sale32—
Due from managers10136
Advances to and investments in affiliates217166
Furniture, fixtures and equipment replacement fund205242
Notes receivable11479
Other601506
Cash and cash equivalents539554
Total assets$13,040$13,048
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes$3,988$3,993
Credit facility, including the term loans of $999 and $998, respectively995992
Mortgage and other debt9698
Total debt5,0795,083
Lease liabilities564560
Accounts payable and accrued expenses260351
Due to managers6054
Other264223
Total liabilities6,2276,271
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.149165
Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $0.01, 1,050 million shares authorized, 687.7 million shares and 699.1 million shares issued and outstanding, respectively77
Additional paid-in capital7,2847,462
Accumulated other comprehensive loss(67)(83)
Deficit(563)(777)
Total equity of Host Hotels & Resorts, Inc. stockholders6,6616,609
Non-redeemable non-controlling interests—other consolidated partnerships33
Total equity6,6646,612
Total liabilities, non-controlling interests and equity$13,040$13,048

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter and Year-to-date ended September 30, 2025 and 2024

(unaudited, in millions, except per share amounts)

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
REVENUES
Rooms$826$825$2,713$2,563
Food and beverage3643651,3451,285
Other141129453408
Total revenues1,3311,3194,5114,256
EXPENSES
Rooms222216680632
Food and beverage278267914848
Other departmental and support expenses3573451,0961,022
Management fees5255191193
Other property-level expenses103108321313
Depreciation and amortization196197587565
Corporate and other expenses27258381
Net gain on insurance settlements(5)(29)(24)(116)
Total operating costs and expenses1,2301,1843,8483,538
OPERATING PROFIT101135663718
Interest income7112243
Interest expense(60)(59)(175)(156)
Other gains12211481
Equity in earnings of affiliates221612
INCOME BEFORE INCOME TAXES17290674618
Provision for income taxes(9)(6)(35)(20)
NET INCOME16384639598
Less: Net income attributable to non-controlling interests(2)(2)(9)(9)
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.$161$82$630$589
Basic earnings per common share$0.23$0.12$0.91$0.84
Diluted earnings per common share$0.23$0.12$0.91$0.84

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter and Year-to-date ended September 30, 2025 and 2024

(unaudited, in millions)

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
NET INCOME$163$84$639$598
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates(1)28(7)
Change in fair value of derivative instruments1112
Amounts reclassified from other comprehensive income7—7—
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX7316(5)
COMPREHENSIVE INCOME17087655593
Less: Comprehensive income attributable to non-controlling interests(2)(2)(9)(9)
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.$168$85$646$584

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year-to-date ended September 30, 2025 and 2024

(unaudited, in millions)

Year-to-date ended September 30,
20252024
OPERATING ACTIVITIES
Net income$639$598
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization587565
Amortization of finance costs, discounts and premiums, net97
Non-cash stock-based compensation expense1617
Other gains(148)(1)
Net gain on property insurance settlements—(76)
Equity in earnings of affiliates(16)(12)
Change in due from/to managers(60)51
Distributions from investments in affiliates1514
Property insurance proceeds - remediation costs—4
Payments for inventory costs(67)(36)
Changes in other assets(7)(14)
Changes in other liabilities(1)50
Net cash provided by operating activities9671,167
INVESTING ACTIVITIES
Proceeds from sales of assets, net121—
Proceeds from (issuance of) loan receivable79(6)
Return of investments in affiliates31
Advances to and investments in affiliates(65)(42)
Acquisitions—(1,503)
Capital expenditures:
Renewals and replacements(270)(211)
Return on investment(184)(164)
Property insurance proceeds1674
Net cash used in investing activities(300)(1,851)
FINANCING ACTIVITIES
Financing costs(4)(12)
Issuances of debt4941,279
Draws on credit facility—890
Repayment of credit facility—(890)
Repurchase/redemption of senior notes(500)(400)
Mortgage debt and other prepayments and scheduled maturities(2)(2)
Common stock repurchases(205)(107)
Dividends on common stock(486)(598)
Distributions and payments to non-controlling interests(7)(9)
Other financing activities(13)(22)
Net cash provided by (used in) financing activities(723)129
Effects of exchange rate changes on cash held4(2)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH(52)(557)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD7981,363
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$746$806

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Year-to-date ended September 30, 2025 and 2024

(unaudited)

Supplemental disclosure of cash flow information (in millions):

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown in the statements of cash flows:

September 30, 2025September 30, 2024
Cash and cash equivalents$539$564
Restricted cash (included in other assets)22
Cash included in furniture, fixtures and equipment replacement fund205240
Total cash and cash equivalents and restricted cash shown in the statements of cash flows$746$806

The following table presents cash paid for the following:

Year-to-date ended September 30,
20252024
Total interest paid$170$131
Income taxes paid$9$6

Supplemental schedule of noncash investing and financing activities:

In connection with the sale of Washington Marriott at Metro Center in August 2025, we issued a $114 million loan to the buyer. The proceeds received from the sale are net of this loan.

In 2024, non-cash consideration for the acquisition of The Ritz-Carlton O'ahu, Turtle Bay included the assumption of hotel level liabilities of approximately $15 million, consisting primarily of advanced deposits received from guests for future stays that were retained by the seller.

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025 and December 31, 2024

(in millions)

September 30, 2025December 31, 2024
unaudited
ASSETS
Property and equipment, net$10,670$10,906
Right-of-use assets561559
Assets held for sale32—
Due from managers10136
Advances to and investments in affiliates217166
Furniture, fixtures and equipment replacement fund205242
Notes receivable11479
Other601506
Cash and cash equivalents539554
Total assets$13,040$13,048
LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL
Debt
Senior notes$3,988$3,993
Credit facility, including the term loans of $999 and $998, respectively995992
Mortgage and other debt9698
Total debt5,0795,083
Lease liabilities564560
Accounts payable and accrued expenses260351
Due to managers6054
Other264223
Total liabilities6,2276,271
Limited partnership interests of third parties149165
Host Hotels & Resorts, L.P. capital:
General partner11
Limited partner6,7276,691
Accumulated other comprehensive loss(67)(83)
Total Host Hotels & Resorts, L.P. capital6,6616,609
Non-controlling interests—consolidated partnerships33
Total capital6,6646,612
Total liabilities, limited partnership interests of third parties and capital$13,040$13,048

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter and Year-to-date ended September 30, 2025 and 2024

(unaudited, in millions, except per unit amounts)

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
REVENUES
Rooms$826$825$2,713$2,563
Food and beverage3643651,3451,285
Other141129453408
Total revenues1,3311,3194,5114,256
EXPENSES
Rooms222216680632
Food and beverage278267914848
Other departmental and support expenses3573451,0961,022
Management fees5255191193
Other property-level expenses103108321313
Depreciation and amortization196197587565
Corporate and other expenses27258381
Net gain on insurance settlements(5)(29)(24)(116)
Total operating costs and expenses1,2301,1843,8483,538
OPERATING PROFIT101135663718
Interest income7112243
Interest expense(60)(59)(175)(156)
Other gains12211481
Equity in earnings of affiliates221612
INCOME BEFORE INCOME TAXES17290674618
Provision for income taxes(9)(6)(35)(20)
NET INCOME16384639598
Less: Net income attributable to non-controlling interests(1)(1)(1)(1)
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.$162$83$638$597
Basic earnings per common unit$0.24$0.12$0.93$0.86
Diluted earnings per common unit$0.24$0.12$0.93$0.85

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Quarter and Year-to-date ended September 30, 2025 and 2024

(unaudited, in millions)

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
NET INCOME$163$84$639$598
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates(1)28(7)
Change in fair value of derivative instruments1112
Amounts reclassified from other comprehensive income7—7—
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX7316(5)
COMPREHENSIVE INCOME17087655593
Less: Comprehensive income attributable to non-controlling interests(1)(1)(1)(1)
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.$169$86$654$592

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year-to-date ended September 30, 2025 and 2024

(unaudited, in millions)

Year-to-date ended September 30,
20252024
OPERATING ACTIVITIES
Net income$639$598
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization587565
Amortization of finance costs, discounts and premiums, net97
Non-cash stock-based compensation expense1617
Other gains(148)(1)
Net gain on property insurance settlements—(76)
Equity in earnings of affiliates(16)(12)
Change in due from/to managers(60)51
Distributions from investments in affiliates1514
Property insurance proceeds - remediation costs—4
Payments for inventory costs(67)(36)
Changes in other assets(7)(14)
Changes in other liabilities(1)50
Net cash provided by operating activities9671,167
INVESTING ACTIVITIES
Proceeds from sales of assets, net121—
Proceeds from (issuance of) loan receivable79(6)
Return of investments in affiliates31
Advances to and investments in affiliates(65)(42)
Acquisitions—(1,503)
Capital expenditures:
Renewals and replacements(270)(211)
Return on investment(184)(164)
Property insurance proceeds1674
Net cash used in investing activities(300)(1,851)
FINANCING ACTIVITIES
Financing costs(4)(12)
Issuances of debt4941,279
Draws on credit facility—890
Repayment of credit facility—(890)
Repurchase/redemption of senior notes(500)(400)
Mortgage debt and other prepayments and scheduled maturities(2)(2)
Repurchase of common OP units(205)(107)
Distributions on common OP units(492)(606)
Distributions and payments to non-controlling interests(1)(1)
Other financing activities(13)(22)
Net cash provided by (used in) financing activities(723)129
Effects of exchange rate changes on cash held4(2)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH(52)(557)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD7981,363
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$746$806

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Year-to-date ended September 30, 2025 and 2024

(unaudited)

Supplemental disclosure of cash flow information (in millions):

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the balance sheet to the amount shown in the statements of cash flows:

September 30, 2025September 30, 2024
Cash and cash equivalents$539$564
Restricted cash (included in other assets)22
Cash included in furniture, fixtures and equipment replacement fund205240
Total cash and cash equivalents and restricted cash shown in the statements of cash flows$746$806

The following table presents cash paid for the following:

Year-to-date ended September 30,
20252024
Total interest paid$170$131
Income taxes paid$9$6

Supplemental schedule of noncash investing and financing activities:

In connection with the sale of Washington Marriott at Metro Center in August 2025, we issued a $114 million loan to the buyer. The proceeds received from the sale are net of this loan.

In 2024, non-cash consideration for the acquisition of The Ritz-Carlton O'ahu, Turtle Bay included the assumption of hotel level liabilities of approximately $15 million, consisting primarily of advanced deposits received from guests for future stays that were retained by the seller.

See notes to condensed consolidated financial statements.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization

Description of Business

Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”), with its operations conducted solely through Host Hotels & Resorts, L.P. and its subsidiaries. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to these unaudited condensed consolidated financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” to refer specifically to Host Hotels & Resorts, Inc., and the term “Host L.P.” to refer specifically to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. As of September 30, 2025, Host Inc. holds approximately 99% of Host L.P.’s partnership interests.

Consolidated Portfolio

As of September 30, 2025, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:

Hotels
United States74
Brazil3
Canada2
Total79

2. Summary of Significant Accounting Policies

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10–K for the year ended December 31, 2024.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. Actual results could differ from those estimates.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of September 30, 2025, the results of our operations for the quarter and year-to-date ended September 30, 2025 and 2024, and cash flows for the year-to-date ended September 30, 2025 and 2024. Interim results are not necessarily indicative of full year performance because of the effect of seasonal variations.

Five of the partnerships in which we own an interest are considered variable interest entities ("VIEs"), as the general partner of these partnerships maintains control over the decisions that most significantly impact such partnerships. These VIEs include the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc. is the sole general partner and holds approximately 99% of the limited partner interests; the consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental; and three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11% - 30%. Host Inc.’s sole significant asset is its investment in Host L.P. and, consequently, substantially all of Host Inc.’s assets and liabilities consists of the assets and liabilities of Host L.P. All of Host Inc.’s debt is an obligation of Host L.P. and may be settled only with assets of Host L.P.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Income Taxes

Effective July 4, 2025, the One Big Beautiful Bill Act was approved, resulting in certain changes to U.S. tax legislation that will impact us and our stockholders. Key provisions include a permanent extension of the 20% deduction for qualified REIT dividends, an increase in the REIT asset test limit for taxable REIT subsidiaries from 20% to 25%, and a modification to the base on which the interest deduction limit applies by excluding depreciation, amortization and depletion from adjusted taxable income.

3. Earnings Per Common Share (Unit)

Basic earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding. Diluted earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans or the Host L.P. common units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited partner interests to Host L.P. common units. No effect is shown for any securities that are anti-dilutive. There are 8.6 million Host L.P. common units, which are convertible into 8.8 million Host Inc. common shares, that are not included in Host Inc.’s calculation of earnings per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
Net income$163$84$639$598
Less: Net income attributable to non-controlling interests(2)(2)(9)(9)
Net income attributable to Host Inc.$161$82$630$589
Basic weighted average shares outstanding687.5700.9692.6703.1
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market2.01.51.91.6
Diluted weighted average shares outstanding689.5702.4694.5704.7
Basic earnings per common share$0.23$0.12$0.91$0.84
Diluted earnings per common share$0.23$0.12$0.91$0.84

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The calculation of Host L.P. basic and diluted earnings per unit is shown below (in millions, except per unit amounts):

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
Net income$163$84$639$598
Less: Net income attributable to non-controlling interests(1)(1)(1)(1)
Net income attributable to Host L.P.$162$83$638$597
Basic weighted average units outstanding681.8695.5687.0697.7
Assuming distribution of common units granted under the comprehensive stock plans, less units assumed purchased at market1.91.41.91.6
Diluted weighted average units outstanding683.7696.9688.9699.3
Basic earnings per common unit$0.24$0.12$0.93$0.86
Diluted earnings per common unit$0.24$0.12$0.93$0.85

4. Revenue

Substantially all our operating results represent revenues and expenses generated by property-level operations. Payments are due from customers when services are provided to them. Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenue at quarter end. We collect sales, use, occupancy and similar taxes from our customers, which we present on a net basis (excluded from revenues) on our statements of operations.

Disaggregation of Revenues. While we do not consider the following disclosure of hotel revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 10 – Geographic and Business Segment Information.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

By Location. The following table presents hotel revenues for each of the geographic locations in our consolidated hotel portfolio (in millions):

Quarter ended September 30,Year-to-date ended September 30,
Location2025202420252024
San Diego$124$138$387$408
Orlando9596372354
New York122110350285
Florida Gulf Coast6369339357
Maui9883314277
San Francisco/San Jose9385301279
Phoenix5953275268
Washington, D.C. (Central Business District)6579253265
Miami4241202186
Oahu513115050
Boston4244118120
Jacksonville3433112107
Chicago4644110107
Houston3034108112
Los Angeles/Orange County3537105103
Nashville29299258
San Antonio26259189
Seattle36368786
New Orleans18227880
Denver29317679
Northern Virginia22237172
Philadelphia23236664
Atlanta16135446
Austin12164962
Other9399276269
Domestic1,3031,2944,4364,183
International28257573
Total$1,331$1,319$4,511$4,256

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Property and Equipment

Property and equipment consists of the following (in millions):

September 30, 2025December 31, 2024
Land and land improvements$2,431$2,457
Buildings and leasehold improvements15,62015,504
Furniture and equipment2,6332,546
Construction in progress313299
20,99720,806
Less accumulated depreciation and amortization(10,327)(9,900)
$10,670$10,906

6. Investments in Affiliates

In September 2025, the Asia/Pacific joint venture, in which we own a 25% interest, sold its 36% share in two separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment. Our portion of the net proceeds to be received is approximately INR 1,550 million ($17 million), and we recorded a loss on sale of approximately $1 million, which includes the reclassification of a net loss due to foreign currency translation of $7 million that had been recognized previously in other comprehensive income (loss).

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Equity of Host Inc. and Capital of Host L.P.

Equity of Host Inc.

The components of the equity of Host Inc. are as follows (in millions):

Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, December 31, 2024$7$7,462$(83)$(777)$3$6,612$165
Net income———63016318
Changes in ownership and other—9———9(9)
Other comprehensive income——16——16—
Issuance of common stock for comprehensive stock plans, net—8———8—
Dividends declared on common stock———(416)—(416)—
Redemptions of limited partner interests for common stock—10———10(10)
Distributions to non-controlling interests————(1)(1)(5)
Repurchase of common stock—(205)———(205)—
Balance, September 30, 2025$7$7,284$(67)$(563)$3$6,664$149

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, June 30, 2025$7$7,290$(74)$(585)$3$6,641$136
Net income———16111621
Changes in ownership and other—(14)———(14)15
Other comprehensive income——7——7—
Issuance of common stock for comprehensive stock plans, net—6———6—
Dividends declared on common stock———(139)—(139)—
Redemptions of limited partner interests for common stock—2———2(2)
Distributions to non-controlling interests————(1)(1)(1)
Balance, September 30, 2025$7$7,284$(67)$(563)$3$6,664$149
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, December 31, 2023$7$7,535$(70)$(839)$4$6,637$189
Net income———58915908
Changes in ownership and other—26——(1)25(24)
Other comprehensive loss——(5)——(5)—
Dividends declared on common stock———(424)—(424)—
Distributions to non-controlling interests————(1)(1)(6)
Repurchase of common stock—(107)———(107)—
Balance, September 30, 2024$7$7,454$(75)$(674)$3$6,715$167

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, June 30, 2024$7$7,500$(78)$(615)$3$6,817$172
Net income———821831
Changes in ownership and other—5——(1)4(3)
Other comprehensive income——3——3—
Issuance of common stock for comprehensive stock plans, net—6———6—
Dividends declared on common stock———(141)—(141)—
Distributions to non-controlling interests——————(3)
Repurchase of common stock—(57)———(57)—
Balance, September 30, 2024$7$7,454$(75)$(674)$3$6,715$167

Capital of Host L.P.

As of September 30, 2025, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit.

In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units to Host Inc. based on the applicable conversion ratio. Additionally, funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of the Capital of Host L.P. are as follows (in millions):

General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, December 31, 2024$1$6,691$(83)$3$6,612$165
Net income—630—16318
Changes in ownership and other—9——9(9)
Other comprehensive income——16—16—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net—8——8—
Distributions declared on common OP units—(416)——(416)(5)
Redemptions of limited partner interests for common stock—10——10(10)
Distributions to non-controlling interests———(1)(1)—
Repurchase of common OP units—(205)——(205)—
Balance, September 30, 2025$1$6,727$(67)$3$6,664$149
General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, June 30, 2025$1$6,711$(74)$3$6,641$136
Net income—161—11621
Changes in ownership and other—(14)——(14)15
Other comprehensive income——7—7—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net—6——6—
Distributions declared on common OP units—(139)——(139)(1)
Redemptions of limited partner interests for common stock—2——2(2)
Distributions to non-controlling interests———(1)(1)—
Balance, September 30, 2025$1$6,727$(67)$3$6,664$149

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, December 31, 2023$1$6,702$(70)$4$6,637$189
Net income—589—15908
Changes in ownership and other—26—(1)25(24)
Other comprehensive loss——(5)—(5)—
Distributions declared on common OP units—(424)——(424)(6)
Distributions to non-controlling interests———(1)(1)—
Repurchase of common OP units—(107)——(107)—
Balance, September 30, 2024$1$6,786$(75)$3$6,715$167
General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, June 30, 2024$1$6,891$(78)$3$6,817$172
Net income—82—1831
Changes in ownership and other—5—(1)4(3)
Other comprehensive income——3—3—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net—6——6—
Distributions declared on common OP units—(141)——(141)(3)
Repurchase of common OP units—(57)——(57)—
Balance, September 30, 2024$1$6,786$(75)$3$6,715$167

Share Repurchases

There were no share repurchases during the third quarter of 2025. For the year-to-date ended September 30, 2025, we repurchased 13.1 million shares at an average price of $15.68 per share for a total of $205 million. As of September 30, 2025, there was $480 million available for repurchase under our common share repurchase program.

Issuance of Common Stock

As of September 30, 2025, there was $600 million of remaining capacity to issue common shares of Host Inc. under our "at the market" distribution agreement. There were no shares issued during year-to-date 2025.

Dividends/Distributions

On September 11, 2025, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.20 per share on its common stock. The dividend was paid on October 15, 2025 to stockholders of record as of September 30, 2025. Accordingly, Host L.P. made a distribution of $0.2042988 per unit on its common OP units based on the current conversion ratio.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Dispositions

During the third quarter of 2025, we sold the Washington Marriott at Metro Center for $177 million, including $2 million of FF&E funds retained by us and a $114 million loan we provided to the buyer. We recorded a gain on sale of $122 million, which is included in other gains on the unaudited condensed consolidated statements of operations. The loan, which is included in notes receivable on our unaudited condensed consolidated balance sheet, has an initial interest rate of 6.5% and an initial scheduled maturity of August 28, 2027, which date may be extended by up to 12 months by the exercise of two 6-month extensions, each of which provides for an increase to the interest rate.

As of September 30, 2025, The St. Regis Houston is classified as held for sale, as it is under contract, subject to customary closing conditions, and we consider it probable that we will consummate such sale in the fourth quarter; however, there can be no assurances that we will complete the transaction.

9. Fair Value Measurements

We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of notes receivable, secured debt and our credit facility are determined based on the expected future payments discounted at risk-adjusted rates. Our senior notes are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts.

The fair value of certain financial assets and financial liabilities is shown below (in millions):

September 30, 2025December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
Financial assets
Notes receivable (Level 2)$114$114$79$80
Financial liabilities
Senior notes (Level 1)3,9883,9583,9933,838
Credit facility (Level 2)9951,0009921,000
Mortgage debt (Level 2)96929891

10. Geographic and Business Segment Information

Our chief operating decision maker ("CODM") is our chief executive officer. We consider each one of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting, and our other real estate investment activities (primarily our equity method investments, retail spaces and office buildings) are immaterial. As such, we report one segment: hotel ownership. Our consolidated foreign operations consist of hotels in two countries as of September 30, 2025. There were no intersegment sales during the periods presented.

The following table presents total revenues and property and equipment, net, for each of the geographical areas in which we operate (in millions):

Total RevenuesProperty and Equipment, net
Quarter ended September 30,Year-to-date ended September 30,September 30, 2025December 31, 2024
2025202420252024
United States$1,303$1,294$4,436$4,183$10,608$10,852
Brazil6620173127
Canada221955563127
Total$1,331$1,319$4,511$4,256$10,670$10,906

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The CODM's primary measure of performance for our reportable segment is Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA"). The CODM uses EBITDA to analyze how profitable a hotel is, including reviewing how each department at the hotel performed, in comparison to budget and in comparison to prior year performance, when making capital allocation decisions. We do not allocate corporate level income and expenses to segments. Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments, and therefore this information is not disclosed.

The following table presents revenues, significant expenses, and EBITDA for our reportable segment (in millions):

Quarter ended September 30, 2025Quarter ended September 30, 2024
Hotel OwnershipTotalHotel OwnershipTotal
Revenues
Rooms$826$826$825$825
Food and beverage364364365365
Other141141129129
Total revenues1,3311,3311,3191,319
Expenses
Rooms222222216216
Food and beverage278278267267
Other departmental and support expenses357357345345
Management fees52525555
Other property-level expenses103103108108
Other segment items (1)(5)(5)——
Segment EBITDA324324328328
Adjustments and reconciling items:
Depreciation and amortization(196)(197)
Corporate and other expenses(27)(25)
Net gain on property insurance settlements—29
Interest income711
Interest expense(60)(59)
Other gains1221
Equity in earnings of affiliates22
Provision for income taxes(9)(6)
Consolidated Net Income$163$84

_____________

(1)Other segment items consist of gain on business interruption proceeds. This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our consolidated statements of operations.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Year-to-date ended September 30, 2025Year-to-date ended September 30, 2024
Hotel OwnershipTotalHotel OwnershipTotal
Revenues
Rooms$2,713$2,713$2,563$2,563
Food and beverage1,3451,3451,2851,285
Other453453408408
Total revenues4,5114,5114,2564,256
Expenses
Rooms680680632632
Food and beverage914914848848
Other departmental and support expenses1,0961,0961,0221,022
Management fees191191193193
Other property-level expenses321321313313
Other segment items (1)(24)(24)(40)(40)
Segment EBITDA1,3331,3331,2881,288
Adjustments and reconciling items:
Depreciation and amortization(587)(565)
Corporate and other expenses(83)(81)
Net gain on property insurance settlements—76
Interest income2243
Interest expense(175)(156)
Other gains1481
Equity in earnings of affiliates1612
Provision for income taxes(35)(20)
Consolidated Net Income$639$598
Capital Expenditures$454$454$375$375

_____________

(1)Other segment items consist of gain on business interruption proceeds. This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our consolidated statements of operations.

11. Non-controlling Interests

Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the amount of the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying amount based on accumulated historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the common unit holders of Host L.P. The redemption value is based on the amount of cash or Host Inc. common stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. We have estimated that the redemption value of the common OP units is equivalent to the number of common shares issuable upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below details the historical cost and redemption values for the non-controlling interests of Host L.P.:

September 30, 2025December 31, 2024
Common OP units outstanding (millions)8.69.2
Market price per Host Inc. common share$17.02$17.52
Shares issuable upon conversion of one common OP unit1.0214941.021494
Redemption value (millions)$149$165
Historical cost (millions)8690
Book value (millions) ⁽¹⁾149165

(1)The book value recorded is equal to the greater of redemption value or historical cost.

Other Consolidated Partnerships. Non-redeemable non-controlling interests - other consolidated partnerships on the balance sheets consists of the third-party partnership interest of one majority-owned partnership.

12. Contingencies

While many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively, the most significant damage sustained during the storms occurred at The Don CeSar, which reopened to guests on March 26, 2025, and all amenities reopened by the third quarter of 2025.

At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $61 million, for which we have recorded a corresponding insurance receivable of $61 million. As of September 30, 2025, we have received $40 million of insurance proceeds related to these claims, of which $16 million reduced our receivable to $45 million. The remaining $24 million of these proceeds were recognized as a gain on business interruption, including $5 million recognized during the third quarter of 2025, which is included in net gain on insurance settlements on our unaudited condensed consolidated statements of operations. We believe our insurance coverage is sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles.

13. Legal Proceedings

We are involved in various legal proceedings in the ordinary course of business regarding the operation of our hotels and Company matters. To the extent not covered by insurance, these legal proceedings generally fall into the following broad categories: disputes involving hotel-level contracts, employment litigation, compliance with laws such as the Americans with Disabilities Act, tax disputes and other general matters. Under our management agreements, our operators have broad latitude to resolve individual hotel-level claims for amounts generally less than $150,000. However, for matters exceeding such threshold, our operators may not settle claims without our consent.

Based on our analysis of legal proceedings with which we and our hotels' managers are currently involved or of which we are currently aware and our experience in resolving similar claims in the past, we have recorded immaterial accruals as of September 30, 2025 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings will not be material. We are not aware of any matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations