Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Host Hotels & Resorts, Inc.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

~~(Do not check if a smaller reporting company)~~ ☐

Smaller reporting company

☐

Emerging growth company

☐

Host Hotels & Resorts, L.P.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

~~(Do not check if a smaller reporting company)~~ ☒

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

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

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

Host Hotels & Resorts, Inc. o

Host Hotels & Resorts, L.P. o

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

Host Hotels & Resorts, Inc. o

Host Hotels & Resorts, L.P. o

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.~~		~~Yes~~ ☐		No ☒
~~Host Hotels & Resorts, L.P.~~		~~Yes~~ ☐		No ☒

Host Hotels & Resorts, Inc. Yes o No x

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

The aggregate market value of common shares held by non-affiliates of Host Hotels & Resorts, Inc. (based on the closing sale price on the ~~New York~~NASDAQ Stock ~~Exchange)~~Market) on June 30, ~~2017~~2023 was ~~$13,268,185,597.~~

$11,832,497,578.

Documents Incorporated by Reference

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 ~~17, 2018~~15, 2024 are incorporated by reference into Part III of this Form 10-K.

Auditor Name: KPMG LLP

Auditor Location: McLean, VA

Audit Firm ID: 185

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, ~~2017~~2023 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context otherwise requires, references to “Host Inc.” mean Host Hotels & Resorts, Inc., a Maryland corporation, and references to “Host L.P.” mean Host Hotels & Resorts, L.P., a Delaware limited partnership, and its consolidated subsidiaries. We use the terms “we” or “our” or “the company” to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise. 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, ~~2017.~~2023. The remaining partnership interests 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.

We believe combining the annual reports on Form 10-K of Host Inc. and Host L.P. into this single report results in the following benefits:

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

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

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same members who direct the management of Host L.P. The executive officers of Host Inc. are appointed by Host Inc.’s board of directors, but are employed by Host L.P. Host L.P. employs everyone who works for Host Inc. or 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 the same on their respective financial statements.

There are a few differences between Host Inc. and Host L.P., which are reflected in the disclosure in this report. We believe it is important to understand the differences between Host Inc. and Host L.P. in the context of how Host Inc. and Host L.P. operate as an interrelated consolidated company. Host Inc. is a real estate investment trust, or REIT, and its only material asset is its ownership of partnership interests of Host L.P. As a result, Host Inc. does not conduct business itself, other than acting as the sole general partner of Host L.P., and issuing public equity from time to time, the proceeds ~~from~~of which are contributed to Host L.P. in exchange for OP units. Host Inc. itself does not issue any indebtedness and does not guarantee the debt or obligations of Host L.P. Host L.P. holds substantially all of our assets and holds the ownership interests in our joint ventures. Host L.P. conducts the operations of the business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from public equity issuances by Host Inc., Host L.P. generates the capital required by our business through Host L.P.’s operations, by Host L.P.’s direct or indirect incurrence of indebtedness, or through the issuance of OP units.

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 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 (loss) with respect to the manner in which income or loss is allocated to non-controlling interests. Income or loss allocable to the holders of approximately 1% of the OP units is reflected as income 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). Apart from these differences, the financial statements of Host Inc. and Host L.P. are nearly identical.

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To help investors understand the differences between Host Inc. and Host L.P., this report presents the following separate sections or portions of sections for each of Host Inc. and Host L.P.:

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

~~Part II Item 6 - Selected Financial Data;~~

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

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

•Part II Item 8 - ~~Consolidated~~ Financial Statements and Supplementary Data. While the financial statements themselves are presented separately, the notes to the financial statements generally are combined, except for separate discussions of differences between equity of Host Inc. and capital of Host L.P.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Host Inc. and Host L.P. in order to establish that the Chief Executive Officer and the Chief Financial Officer of Host Inc. and the Chief Executive Officer and the Chief Financial Officer of Host Inc. as the general partner of Host L.P. have made the requisite certifications and that Host Inc. and Host L.P. are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

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


				Page

		Part I
Item 1.		Business		1
~~Item 1.~~		~~Business~~	1
Item 1A.	Risk Factors		16 17
Item 1B.		Unresolved Staff Comments		31
Item 2. 1C.		~~Properties~~Cybersecurity		31
Item 2.		Properties		32
Item 3.		Legal Proceedings		31 32
Item 4.		Mine Safety Disclosures		32 33

		Part II

Item 5.		Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.		34 35
				Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.	37 36
Item 6.		~~Selected Financial Data (Host Hotels & Resorts, Inc.)~~Reserved		38 36
		~~Selected Financial Data (Host Hotels & Resorts, L.P.)~~	39
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		40 37
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk		75 67
Item 8.		Financial Statements and Supplementary Data		77 69
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		~~118~~ 111
Item 9A.		Controls and Procedures		~~118~~ 111
Item 9B.		Other Information		~~119~~ 112
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		112

		Part III

Item 10.		Directors, Executive Officers and Corporate Governance		~~120~~ 113
Item 11.		Executive Compensation		~~120~~ 113
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters		~~120~~ 113
Item 13.		Certain Relationships and Related Transactions, and Director Independence		~~120~~ 113
Item 14.		Principal ~~Accounting~~Accountant Fees and Services		~~120~~ 113

		Part IV

Item 15.		Exhibits and Financial Statement Schedules		~~121~~ 114
Item 16.		Form 10-K Summary		~~125~~ 117

iii

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PART I

~~Forward Looking~~

Forward-Looking Statements

Our disclosure and analysis in this ~~2017~~2023 Annual Report on Form 10-K and in Host Inc.’s ~~2017~~2023 Annual Report to ~~stockholders~~Stockholders contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we also provide forward-looking statements in other materials we release to the public. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have tried, wherever possible, to identify each such statement by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these forward-looking statements include those relating to future actions, future acquisitions or dispositions, future capital expenditures plans, future performance or results of current and anticipated expenses, interest rates, foreign exchange rates or the outcome of contingencies, such as legal ~~proceedings.~~

proceedings or insurance gains/losses.

We cannot guarantee that any future results discussed in any forward-looking statements will be realized, although we believe that we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those discussed in Item 1A1A. “Risk Factors.” Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those results anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether ~~as a result~~because of new information, future events or otherwise. You are advised, however, to consult any ~~further~~additional disclosures we make or related subjects in our reports on Form 10-Q and Form 8-K that we file with the Securities and Exchange Commission (“SEC”). Also note that, in our risk factors, we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that, individually or in the aggregate, we believe could cause our actual results to differ materially from past results and those results anticipated, estimated or projected. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such risk factors. Consequently, you should not consider the discussion of risk factors to be a complete discussion of all of the potential risks or uncertainties that could affect our business.

~~Item 1.~~

~~Business~~

Item 1. Business

We are the largest publicly traded lodging REIT, with a geographically diverse portfolio of luxury and upper upscale hotels. As of February 23, 2024, our consolidated lodging portfolio consists of 77 primarily luxury and upper-upscale hotels containing approximately 42,000 rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada). In addition, we own non-controlling interests in seven domestic and one international joint ventures that focus on the lodging industry, see " - Other Real Estate Interests" for a further description.

Host Inc. was incorporated as a Maryland corporation in 1998 and operates as a self-managed and self-administered REIT. Host Inc. owns ~~properties~~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, ~~2017.~~2023. The remaining partnership interests are owned by various unaffiliated limited partners. Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

As of February 21, 2018, our consolidated lodging portfolio consists of 93 primarily luxury and upper-upscale hotels containing approximately 52,000 rooms, with the majority located in the United States, and with six of the properties located outside of the U.S. in Brazil, Canada and Mexico. In addition, we own non-controlling interests in four domestic and two international joint ventures and a timeshare venture in Hawaii.

Business Strategy

Our goal is to be the preeminent owner of high-quality lodging real estate in growing markets in the U.S. and to generate superior long-term risk adjusted returns for our stockholders throughout all phases of the lodging ~~cycles~~cycle through a combination of appreciation in asset values, growth in earnings and ~~dividend distributions. Our~~the payment of dividends. The pillars of our strategy to achieve this objective ~~includes:~~

and elevate our growth profile include:

•Geographically ~~Diverse Portfolio~~ diverse portfolio of hotels in the U.S. - Own a diversified ~~U.S.~~ portfolio of hotels in the U.S. in major urban and resort ~~destinations;~~

destinations. Target markets with diverse demand generators, high barriers to entry, favorable supply and demand dynamics and attractive long-term projected RevPAR growth;

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•Strong ~~Scale~~scale and ~~Value Creation Platform~~ –integrated platform - Utilize our scale to create value through enterprise analytics, asset management and capital investment initiatives, while aiding external growth by leveraging scale as a competitive advantage to acquire assets befitting our ~~strategy;~~

~~Disciplined Capital Allocation~~-strategy. Allocate and recycle capital to seek returns that exceed our cost of capital and actively return capital to stockholders;

~~Powerful and Flexible Balance Sheet~~•Investment grade balance sheet- Maintain a strong and flexible capital structure that allows us to execute our strategy throughout all phases of the lodging ~~cycles;~~cycle; and

•Employer of ~~Choice~~choice and ~~Responsible Corporate Citizen~~–responsible corporate citizen - Align our organizational structure with our business objectives to be an employer of choice and a responsible corporate citizen.

Geographically Diverse ~~Portfolio.~~Portfolio

We seek to have a geographically diversified portfolio in ~~top U.S.~~ major markets and premier resort ~~destinations.~~destinations in the U.S. We primarily ~~will~~ focus on acquisitions and, occasionally, new development opportunities to enhance our portfolio. While we have historically targeted acquisitions in the top 25 U.S. markets, we also consider hotels in other markets, which we believe have high growth potential and diverse demand generators. We focus generally on the following types of assets:

•Resorts in destination locations with ~~strong airlift and~~ limited supply growth. These assets feature superior amenities and ~~are operated by premier operators;~~

unique experiential offerings;

•Convention destination hotels that are group oriented in urban and resort markets. These assets feature extensive and high-quality meeting facilities and often are connected to prominent convention centers; and

•High-end urban hotels that are positioned in prime locations and possess multiple demand drivers for both business and leisure travelers.

As one of the largest owners of Marriott and Hyatt ~~properties,~~hotels, our hotels primarily are ~~primarily~~ operated under brand names that are among the most respected and widely recognized in the lodging industry. Within these brands, we have focused predominantly on the upper-upscale and luxury ~~asset classes,~~chain scales, as we believe ~~they~~these have a broad appeal for both individual and group leisure and business customers. ~~We also may invest in other property types which we believe have the potential for strong demand growth, including urban select service.~~ In addition, we ~~have~~own several unbranded or soft-branded ~~properties~~hotels that appeal to distinctive customer profiles in certain ~~select~~ submarkets.

Strong Scale and Integrated Platform

Enterprise Analytics Platform.Due to the scale of our asset management and business intelligence platform, we believe we are in a unique position to ~~work with our managers to drive operating performance and~~ implement value-added real estate ~~decisions.~~decisions and to assist our managers in improving operating performance and profitability. The size and composition of our portfolio and our affiliation with most of the leading brands and operators in the industry allow our enterprise analytics team to benchmark similar hotels and identify ~~best practices~~revenue-enhancement opportunities and cost efficiencies that can ~~improve~~maximize the operating performance, long-term ~~profitability.~~profitability and value of our real estate. We perform independent underwriting of return on investment (“ROI”) projects and potential acquisitions, as well as revenue management analysis of ancillary revenue ~~operations.~~opportunities. Our goal is to continue to differentiate our ~~assets~~hotels within their competitive ~~market,~~markets, drive operating performance and enhance the overall value of our real estate through the following:

•Enhance operating performance and profitabilityby using our business intelligence system to benchmark and monitor hotel performance and cost ~~controls and complete deep-dive analytic reviews across brands and properties to seek to identify new opportunities that could increase profit.~~

controls.

•Drive revenue growthby conducting detailed strategic reviews with our managers on ~~market pricing~~markets and business mix to assist them in ~~order to develop~~developing the appropriate group/transient mix, ~~on-line~~online presence to address a broad customer base, and market share targets for each ~~property.~~

hotel.

•Work with leading brands,, such as Marriottor and Hyatt, to take advantage of their worldwide presence and lodging infrastructure. We also have 17a selection of hotels managed by independent operators ~~and~~where we believe these operators have ~~a greater potential~~more flexibility to drive revenues and control costs to maximize ~~earnings at certain properties.~~

profits.

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•Improve asset value through the extension or purchase of ground leases or the restructuring of management agreements to increase contract flexibility.

Disciplined Capital Allocation. Guided by a disciplined approach to capital allocation, we are ~~aligned~~equipped to make investment decisions that seek to deliver the greatest value and returns to stockholders. Our goal is to allocate capital to enhance and improve our portfolio, while balancing the importance of prudently returning capital to stockholders.

For ~~2018,~~2024, we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale. We are constantly ~~are~~ evaluating ~~both single hotel and hotel portfolio transactions to acquire~~potential acquisitions of iconic upper-upscale and luxury properties that we believe have sustainable competitive advantages. Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions. This may include ~~asset sales,~~the sale of assets where we believe the potential for growth is constrained or ~~properties~~hotels with significant capital ~~expenditures~~expenditure requirements that we do not believe would generate an adequate ~~return on investment exceeding our cost of capital. This also includes reducing our exposure to international investments to focus on our U.S. portfolio.~~

return.

We may acquire additional properties or dispose of properties through various structures, including transactions involving single assets, portfolios, joint ventures, mergers and acquisitions of the securities or assets of other REITs or ~~spin off~~ distributions of ~~hotel properties~~hotels to our stockholders. We anticipate that any acquisitions may be funded by, or through a combination of, proceeds from the sales of ~~properties,~~hotels, equity offerings of Host Inc., issuances of OP units by Host L.P., incurrence of debt, available cash or advances under our credit facility. We note, however, that the nature and supply of these assets make acquisitions inherently difficult to predict. For these reasons, we can make no assurances that we will be successful in purchasing any one or more hotels that we ~~currently~~ are reviewing currently, or may in the future review, bid on or negotiate to buy.

We also seek to createand mine value from our existing portfolio through value enhancement initiatives and ROI projects. We believe these investments provide a significant opportunity to achieve returns well in excess of our cost of capital. We work closely with our managers to attempt to schedule these projects to minimize operational disruption and environmental impact. ~~ROI~~Value enhancement initiatives seek to maximize the value of real estate within our existing portfolio through its highest and best use. These projects ~~are designed to take~~

~~advantage~~may include hotel expansion, timeshare, office space or condominium units on excess land, redevelopment or expansion of ~~changing market conditions~~existing retail space, and the ~~favorable location~~acquisition of ~~our properties, while seeking to increase profitability and enhance customer satisfaction. These~~development entitlements. ROI projects are designed to improve the positioning of our hotels within their markets and competitive ~~set and~~set. These projects include extensive renovations, including guest rooms, lobbies, food and beverage outlets; ~~expanding~~expansions and/or extensive renovation of ballroom and meeting rooms; major mechanical system ~~upgrades,~~upgrades; and green building initiatives and certifications. ~~It also includes~~Also included are projects focused on increasing space profitability or lowering net operating costs, such as converting unprofitable or underutilized space into meeting space, adding guestrooms, and implementing energy and water conservation measures such as ~~energy management systems, solar power, energy and usage efficient~~LED lighting, high-efficiency mechanical, electrical and plumbing equipment and fixtures, solar power, energy management systems, guestroom water efficient fixtures, and building automation systems.

Renewal and replacement capital expenditures are designed to maintain the quality and competitiveness of our hotels. Typically, ~~room~~ renovations occur at intervals of approximately seven to ten years, but the timing may vary based on the type of property, function of area being renovated, hotel occupancy and ~~equipment being renovated.~~other factors. These renovations generally are divided into the following types: soft goods, case goods, bathroom and ~~infrastructure.~~architectural and engineering systems. Soft goods include items such as carpeting, ~~bed spreads, curtains~~textiles and wall ~~vinyl and~~finishes, which may require more frequent updates ~~in order~~ to maintain brand quality standards. Case goods include ~~items such as~~ dressers, desks, couches, restaurant and meeting room ~~chairs~~tables and ~~tables;~~chairs, which generally are not replaced as frequently. Bathroom renovations include the refurbishment or replacement of tile, vanity, lighting and plumbing fixtures. ~~Infrastructure includes~~Architectural and engineering systems include the physical plant of the hotel, including the roof, elevators/escalators, façade, heating, ventilation, and air conditioning and fire systems.

Throughout the lodging cycle, to the extent that we are unable to find appropriate investment opportunities that meet our return requirements, we will focus on returning capital to stockholders through dividends or common stock repurchases. Significant factors we review to determine the level and timing of the returns to stockholders include our current stock price compared to our determination of the underlying value of our assets, current and forecast operating results and the completion of hotel sales.

~~Powerful and Flexible~~

Investment Grade Balance Sheet.

Our goal is to maintain a flexible capital structure that allows us to execute our strategy throughout the lodging cycle. ~~In order to~~To maintain its qualification as a REIT, Host Inc. is required to distribute 90% of its taxable income (other than net capital ~~gain, including taxable income recognized for federal income tax purposes but with regard to which we do not receive cash)~~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.

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Management believes that astrong balance sheetis a key competitive advantage that affords us a lower cost of ~~capital~~debt and positions us for external growth. While we may issue debt at any time, we will target a net debt-to-earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio, (or “Leverage Ratio,” as defined in our credit facility) that allows us to maintain an investment grade rating on our senior unsecured debt. We believe an investment grade rating will ~~deliver~~give us the most consistent access to capital atthroughout the ~~lowest cost.~~

business cycle.

We seek to structure our debt profile tomaintain financial flexibility and a ~~balanced~~staggered maturity schedulewith access to different forms of ~~financing;~~financing, consisting primarily of senior notes and exchangeable debentures, as well as mortgage debt. Generally, we look to minimize the number of assets that are encumbered by mortgage debt, minimize near-term maturities and maintain a ~~balanced~~staggered maturity schedule. We may issue debt in foreign currencies to match the proceeds thereof with their intended use in order to reduce the potential costs of investing in foreign properties in terms of foreign currency fluctuation and local direct and indirect taxes. Depending on market conditions, we also may utilize variable rate debt which can provide greater protection during a decline in the lodging industry.

~~In order~~

Corporate Responsibility

We are committed to increase potential asset sale proceeds, we may look for opportunities to implement value-add capital expenditures projects and ground lease extensions or purchases. In addition, we may obtain or seek to promote the sale of assets that have management contract flexibility, which also can increase the potential sale price. We also may opportunistically dispose of higher-quality assetscreating long-term value through ~~direct sales or through the creation of joint ventures and look to deploy the capital received into accretive investment opportunities or return the capital to stockholders.~~

~~Corporate Responsibility.~~ ~~Our corporate responsibility strategy focuses on a set of complementary objectives across three themes:~~

~~Responsible Investment~~: During the acquisition of properties, we assess both capital investments that may include sustainability opportunities and climate change related risk mitigation as part of our due diligence process. During the ownership of our properties, we seek to invest in proven sustainability practicesinvesting responsibly in our ~~ROI projects~~business, environment, people and community. Our Corporate Responsibility ("CR") program is centered around the concept of responsible investment—an overarching strategy that ~~can enhance asset~~guides our focus and actions across our three main themes of Environmental Stewardship, Social Responsibility and Governance.

We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value ~~while also improving environmental performance.~~

~~Environmental Stewardship~~: ~~We seek~~for our stockholders and helps us to ~~minimize the environmental footprint of our properties. We have established measurable goals to reduce energy consumption, water usage, waste reduction, and carbon emissions across~~optimize our portfolio and ~~will continue~~human capital investments, while maintaining our position as a sustainability leader in the lodging REIT sector. Our management approach is driven by people, culture, policies, targets and performance monitoring to ~~report on actual performance~~improve the value from our investments of time, talent and financial resources. This approach directly supports Host’s business strategy and goals.

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

•Social Responsibility: We are committed to advancing health, well-being and opportunity for all of our ~~environmental disclosures. In~~stakeholders, including investors, employees, partners and communities.

•Governance: Our responsible investment strategies are guided by executive and board-level oversight, our ~~ROI projects, we may target specific environmental efficiency projects, equipment upgrades~~EPIC values of Excellence, Partnership, Integrity and ~~replacements that reduce energy~~Community, our ethical standards, and ~~water consumption~~a disciplined approach to risk management and ~~offer appropriate returns on investment.~~

sustainable value creation.

•

~~Corporate Citizenship~~: ~~We are committed to being a responsible corporate citizen and strengthening our local communities through financial support, community engagement, volunteer service, and industry collaboration. Our~~

~~approach is reinforced~~The Real Estate Sustainability Accounting Standard issued by ~~our Code of Business Conduct and Ethics and periodic engagement with key stakeholders to understand their corporate responsibility priorities.~~

~~In March 2016,~~ the Sustainability Accounting Standards Board (“SASB”) ~~issued~~(now maintained by the ~~provisional standard Real Estate Owners, Developers & Investment Trusts~~International Sustainability ~~Accounting Standard. The provisional standard~~Standards Board under the International Financial Reporting Standards Foundation) outlines ~~proposed~~the disclosure topics and accounting metrics for the real estate industry. The ~~recommended~~ energy and water management metrics that best correlate with our industry include ~~energy consumption data coverage as a percentage of floor area (“Energy Intensity”);~~ total energy consumed ~~by portfolio area~~ (“Total Energy Consumption”)~~; water withdrawal as a percentage of total floor area, or number of units (for our calculation we use occupied rooms) (“Water Intensity”);~~ and total water withdrawn ~~by portfolio area~~ (“Total Water Consumption”). The energy and water data we use is collected and reviewed by ~~third-parties~~third parties who compile the data from property utility statements. ~~These metrics enable us to track the effectiveness of water and energy reduction ROI projects.~~

We reference key aspects and metrics of our sustainability efforts through the Global Reporting Initiative (“GRI”) Index, in accordance with the GRI framework and, beginning in 2015, contracted with a third-party to provide further verification of our energy and water consumption data. Based on efficiencies gained in both energy and water usage, we achieved savings of approximately $8 million in 2016 and $6 million in 2015 when compared to 2014 Energy Intensity levels.

The charts below detail our ~~Energy Intensity,~~third-party verified Total Energy Consumption ~~Water Intensity~~ and Total Water Consumption for ~~2014~~2020 through ~~2016,~~2022, the last three fiscal years for which data is available(1):

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

~~(1)~~

Energy and water metrics relate to our consolidated domestic hotels owned for the entire year presented. The water data excludes one domestic hotel in 2014, 2015 and 2016, as reliable utility data was not available.

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___________

(1)Energy and water metrics relate to our consolidated hotels owned for the entire year presented.

Our latest Corporate Responsibility Report, which was issued in September 2023, details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our new 2030 environmental and social targets that will serve as the initial roadmap for achieving our aspirational vision of becoming net positive by 2050. The Corporate Responsibility Report also includes Task Force on Climate-Related Financial Disclosures (TCFD) and full SASB disclosures, as well as an EEO-1 report. The contents of our Corporate Responsibility Report are not incorporated by reference into this Form 10-K and do not form a part of this Form 10-K.

The Lodging Industry

The lodging industry in the United States consists of private and public entities that operate in a diversified market under a variety of brand names. The lodging industry has several key participants:

•Owners—own the hotel and typically enter into an agreement for an independent third party to manage the hotel. These ~~properties~~hotels may be branded and operated under the manager’s brand or branded under a franchise agreement and operated by the franchisee or by an independent hotel manager. The ~~properties~~hotels also may be operated as an independent hotel by an independent hotel manager.

•Owner/Managers—own the hotel and operate the property with their own management team. These ~~properties~~hotels may be branded under a franchise agreement, operated as an independent hotel or operated under the owner’s brand. We are prohibited from operating and managing hotels ~~under~~by applicable REIT rules.

•Franchisors—own a brand or brands and strive to grow their revenues by expanding the number of hotels in their franchise system. Franchisors provide their hotels with brand recognition, marketing support and centralized reservation systems for the franchised hotels.

•Franchisor/Managers—own a brand or brands and ~~also~~ operate hotels on behalf of the hotel owner or franchisee.

•Managers—operate hotels on behalf of the hotel owner, but do not, themselves, own a brand. The hotels may be operated under a franchise agreement or as an independent hotel.

The hotel manager is responsible for the day-to-day ~~operation~~operations of the hotel, including the employment of hotel staff, the determination of room rates, the development of sales and marketing plans, the preparation of operating and capital expenditures

budgets and the preparation of financial reports for the owner. The hotel manager typically receives fees based on the revenues and profitability of the hotel.

Supply and ~~Demand Trends.~~Demand. Our industry is influenced by the cyclical relationship between the supply of and demand for hotel rooms. Lodging demand growth typically is related to the vitality of the overall economy, in addition to local market factors that stimulate travel to specific destinations. ~~In particular, trends~~Trends in economic indicators such as ~~GDP~~gross domestic product

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(“GDP”) growth, business investment, corporate profits and employment growth are key indicators of the relative strength of lodging demand. Lodging demand also will be affected by changes to international travel ~~and changes in technology that enable virtual meetings.~~

patterns.

Lodging supply growth generally is driven by overall lodging demand, as extended periods of strong demand growth tend to encourage new development. However, the rate of supply growth also is influenced by ~~a number of~~several additional factors, including the availability of capital, interest rates, construction costs and unique market considerations. 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. A recent~~industry, as new supply may be planned during an upcycle but such supply may open for business in a weaker economy. Therefore, as illustrated in the charts below for the U.S. lodging industry, at different points in the cycle, demand growth may accelerate when supply growth is very low, or supply may accelerate while demand growth is slowing. Online short-term rentals are a source of non-traditional supply for the industry, ~~has been the rapid growth of professionally managed online short-term rentals,~~in both urban and resort destinations, including as a flexible option for apartment ~~buildings. However,~~buildings and vacation homes. Though not reported through official industry statistics, the impact on the hotel industry and the availability of these outlets is more variable than typical changes in supply from hotel construction and tends to be very market specific. ~~As illustrated~~Local legislation has the potential to limit supply growth for these online short-term rentals in many top markets, though the ~~charts below~~growth of professional management for ~~the U.S. lodging industry, at different points in the cycle, demand may increase when there is no new supply or supply may grow when demand is declining.~~

legal rentals remains a key trend.

Our portfolio primarily consists of upper upscale and luxury hotels and, accordingly, its performance is best understood in comparison to the luxury and upper upscale ~~category~~categories rather than the entire industry. ~~The supply growth rate is expected to continue to increase in 2018.~~ 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 ~~2013~~2018 to ~~2017 and forecast data for 2018:~~

2023.

U.S. Lodging Industry Supply, Demand and RevPAR Growth

~~Source: Historical data - STR, 2018 Forecast - CBRE Hotels’ Americas Research~~

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U.S. Luxury and Upper Upscale Supply, Demand and RevPAR Growth

~~Source: Historical data - STR, 2018 Forecast - CBRE Hotels’ Americas Research~~

Our Customers.Our customers fall into three broad groups: transient business, group business and contract business. Similar to the majority of the lodging industry, we further categorize business within these broad groups based on characteristics they have in common as follows:

Transient business broadly represents individual business and/or leisure travelers. 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. The four key subcategories of rates offered to the transient business group are:

•Retail: This is the benchmark rate that a hotel publishes and offers to the public. It typically is the rate charged to travelers that do not have access to negotiated or discounted rates. It includes the “rack rate,” which typically is applied to rooms during high demand periods and is the highest rate category available. Retail room rates will fluctuate more freely depending on anticipated demand levels (e.g., seasonality and weekday vs. weekend stays).

•Non-Qualified Discount: This category includes special rates offered by the hotels, including packages, advance-purchase discounts and promotional offers. It also includes rooms booked through online travel agencies (OTAs).

•Special Corporate: This is a negotiated rate offered to companies and organizations that provide significant levels of room night demand to the hotel or to hotel brands generally. These rates typically are negotiated annually at a discount to the anticipated retail rate. In addition, this category includes rates offered at the prevailing per diem for approved government travel.

•Qualified Discount: This category encompasses all discount programs, such as AAA and AARP discounts, rooms booked through wholesale channels, frequent guest program redemptions, and promotional rates and packages offered by a hotel.

Group business represents clusters of guestrooms booked together, usually with a minimum of 10 rooms. The three key sub-categories of the group business category are:

•Association: group business related to national and regional association meetings and conventions.

•Corporate: group business related to corporate meetings (e.g., product launches, training programs, contract negotiations, and presentations).

•Other: group business predominately related to social, military, education, religious, fraternal and youth and amateur sports teams, otherwise known as SMERF business.

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Contract business refers to blocks of rooms sold to a specific company for an extended period at significantly discounted rates. Airline crews are typical generators of contract demand for our airport hotels. Contract rates may be utilized by hotels that are in markets that are experiencing consistently lower levels of demand.

Managers and Operational Agreements

All of our hotels are managed by third parties pursuant to management or operating agreements, with some of such hotels also subject to separate franchise or license agreements addressing matters pertaining to ~~operation~~operations under the designated brand. Under these agreements, the managers have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing room rates, securing and processing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels. The managers employ all managerial and other employees for the hotels, review hotel operations with a focus on improving revenues and managing expenses, review the maintenance of the hotels, prepare reports, budgets and projections, and provide other administrative and accounting support services to the hotels. These support services include planning and policy services, divisional financial services, product planning and development, employee staffing and training, corporate executive management and certain in-house legal services. We have certain approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.

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

•

~~Term and fees for operational services~~. The initial term of our management and operating agreements generally is 10 to 25 years, with one or more renewal terms at the option of the manager. The majority of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria. The manager typically receives compensation in the form of a base management fee, which is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel. In the case of our hotels operating under the W^®~~, Westin~~^®~~, 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).

•Term and fees for operational services. The initial term of our management and operating agreements generally is 10 to 25 years, with one or more renewal terms at the option of the manager. The majority of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria. The manager typically receives compensation in the form of a base management fee, which is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel. In the case of our hotels operating under the W®, Westin®, 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).

•License services. In the case of the Starwood Hotels, operations are governed by separate license agreements addressing matters pertaining to the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provision of certain system programs and centralized services. Although the term of these license agreements generally is coterminous with the corresponding operating agreements, the license agreements contemplate the potential for continued brand affiliation even in the event of a termination of the operating agreement (for instance, in the event the hotel is operated by an independent operator). Licensors receive compensation in the form of license fees (generally 5% of gross revenues attributable to room sales and 2% of gross revenues attributable to food and beverage sales), which amounts supplement the lower base management fee of 1% of gross revenues received by Marriott under the operating agreements, as noted above.

•Chain or system programs and services. Managers are required to provide chain or system programs and services generally that are furnished on a centralized basis. Such services include the development and operation of certain computer systems and reservation services, regional or other centralized management and administrative services, marketing and sales programs and services, training and other personnel services, and other centralized or regional services as may be determined to be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis. Costs and expenses incurred in providing these chain or system programs and services generally are allocated on a cost reimbursement basis among all hotels managed by the manager or its affiliates or that otherwise benefit from these services.

•Working capital and fixed asset supplies. We are required to maintain working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms). We also are responsible for providing funds to meet the cash needs for hotel operations if at any time the

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funds available from working capital are insufficient to meet the financial requirements of the hotels. For certain hotels, the working capital accounts which would otherwise be maintained by the managers for each of such hotels are maintained on a pooled basis, with managers being authorized to make withdrawals from such pooled account as otherwise contemplated with respect to working capital in accordance with the provisions of the management or operating agreements.

•Furniture, fixtures and equipment replacements. We are required to provide the managers with all furniture, fixtures and equipment (“FF&E”) necessary for the operation of the hotels (including funding any required FF&E replacements). On an annual basis, the managers prepare budgets for FF&E to be acquired and certain routine repairs and maintenance to be performed in the next year and an estimate of the necessary funds, which budgets are subject to our review and approval. For purposes of funding such expenditures, a specified percentage (typically 5%4-5%) of the gross revenues of each hotel is deposited by the manager into an escrow or reserve account in our name, to which the manager has access. For certain hotels, we have negotiated flexibility with the manager that reduces the funding commitment required as follows:

~~For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than funds~~◦For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott to allow for such expenditures to be funded from one pooled reserve account, rather than periodic reserve fund contributions being deposited into separate reserve accounts at each hotel, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts.

For certain of the Starwood Hotels, the periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers for each hotel, are distributed to us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.

~~One implication of these flexible funding arrangements is that upon sale, one~~ of the ~~parties, either we~~subject hotels, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly less than the amount that would have been maintained otherwise in such separate hotel reserve accounts. Upon sale, a hotel-level reserve account would be funded (either by the purchaser or by us, as the ~~seller or~~seller) in the ~~purchaser is usually required~~full amount of the reserve balance associated with the subject hotel.

◦For certain of the Starwood Hotels, periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers at each hotel, are distributed to ~~fund~~us and we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the ~~FF&E~~subject hotels. Upon sale, a hotel-level reserve ~~to its full level.~~

account would be funded in the amount of the subject hotel’s pro rata share, if any, of the consolidated pooled reserve balance.

•Building alterations, improvements and renewals. The managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with brand standards. We generally have approval rights ~~as to~~over such budgets and expenditures, which we review and approve based on our manager’s recommendations and on our judgment. Expenditures for these major repairs and improvements affecting the hotel building typically are funded directly by owners, although our agreements with Marriott in respect of the Starwood Hotels contemplate that certain such expenditures also may ~~also~~ be funded from the FF&E reserve account.

•Treatment of additional owner funding. As additional owner funding becomes necessary, either for expenditures generally funded from the FF&E replacement funds, or for any major repairs or improvements to the hotel building which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the calculation of incentive management fees payable to our managers. One approach frequently utilized at some of our Marriott-managed hotels (excluding the Starwood Hotels) is to provide such owner funding through loans which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees. Another approach that is used at the Starwood Hotels, as well as with certain capital expenditures projects at some of our other ~~Marriott-managed~~ hotels, is to treat such owner funding as an increase to our investment in the hotel, resulting in an increase to the owner’s priority return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees. For the hotels that are subject to the pooled arrangement described above, the amount of any additional FF&E reserve account funding is allocated to each of such hotels on a pro rata basis, determined with reference to the net operating income of each hotel and the total net operating income of all such pooled hotels for the most recent operating year.

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•Territorial protections. Certain management and operating agreements impose restrictions for a specified period which limit the manager and its affiliates from owning, operating or licensing a hotel of the same brand within a specified area. The area restrictions vary with each hotel, from city blocks in urban areas to up to a multi-mile radius from the hotel in other areas.

•Sale of the hotel. Subject to specific agreements as to certain hotels (see below under “Special Termination Rights”), we generally are limited in our ability to sell, lease or otherwise transfer ~~the~~such hotels by the requirement that the transferee ~~assume~~assumes the related management agreements and ~~meet~~meets specified other conditions, including the condition that the transferee not be a competitor of the manager.

•Performance Termination Rights. In addition to any right to terminate that may arise as a result of a default by the manager, most of our management and operating agreements include reserved rights byfor us to terminate on the basis of the manager’s failure to meet certain performance-based metrics, typically including a specified threshold return on the owner’s investment in the hotel, along with a failure of the hotel to achieve a specified RevPAR performance threshold established with reference to other competitive hotels in the market. Typically, such performance-based termination rights arise in the event the ~~operator~~manager fails to achieve these specified performance thresholds over a consecutive two-year period and are subject to the manager’s ability to “cure” and avoid termination by payment to us of specified deficiency amounts (or, in some instances, waiver of the right to receive specified future management fees). We have agreed in the past, and may agree in the future, to waive certain of these termination rights in exchange for consideration from a manager or its affiliates, which consideration may include cash compensation or amendments to management agreements.

•

~~Special Termination Rights.~~ In addition to any performance-based or other termination rights set forth in our management and operating agreements, we have specific negotiated termination rights as to certain management and operating agreements. While the brand affiliation of a property may increase the value of a hotel, the ability to dispose of a property unencumbered by a management agreement, or even brand affiliation, also can increase the value for prospective purchasers. These termination rights can take a number of different forms, including termination of agreements upon sale

•Special Termination Rights. In addition to any performance-based or other termination rights set forth in our management and operating agreements, we have specific negotiated termination rights as to certain management and operating agreements. While the brand affiliation of a hotel may increase its value, the ability to dispose of a property unencumbered by a management agreement, or even brand affiliation, also can increase the value for prospective purchasers. These termination rights can take several different forms, including termination of agreements upon sale that leave the property unencumbered by any agreement; termination upon sale provided that the property continues to be operated under a license or franchise agreement with continued brand affiliation; or termination without sale or other conditions, which may require the payment of a fee.

that leave the property unencumbered by any agreement; termination upon sale provided that the property continues to be operated under a license or franchise agreement with continued brand affiliation; as well as termination without sale or other condition, which may require the payment of a fee. These termination rights also may restrict the number of agreements that may be terminated over any annual or other period; impose limitations on the number of agreements terminated as measured by EBITDA; require that a certain number of properties continue to maintain the brand affiliation; or be restricted to a specific pool of assets.

In addition to hotels managed by brand owners, we have both branded hotels and non-branded hotels operated by independent managers. Our management agreements with independent managers, while similar in operational scope to agreements with our brand managers, typically have shorter initial terms, no renewal rights, more flexible termination rights, and more limited system-wide services. However, while we have additional flexibility with ~~regard~~respect to these operators, certain of those hotels remain subject to underlying franchise or licensing agreements. These franchise or licensing agreements allow us to engage independent managers to operate our hotels under the applicable brand names and to participate in the brands’ reservation and loyalty-rewards systems. Under these agreements, we pay the brand owners a franchise or licensing fee equal to a specified percentage of gross room revenues, as well as other system fees and reimbursements. In addition, we are obligated to maintain applicable brand standards at our franchised hotels.

Operating Structure

Host Inc. operates through an umbrella partnership structure in which substantially all of its assets are ~~held~~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, ~~2017.~~2023. A REIT is a corporation that has elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and that meets certain ownership, organizational and operating requirements set forth under the Code. In general, ~~through~~by payments of dividends to stockholders, a REIT is permitted to reduce or eliminate federal income taxes at the corporate level. Each OP unit owned by ~~holders~~unaffiliated limited partners other than Host Inc. is redeemable, at the option of the ~~holder,~~limited partner, for an amount of cash equal to the market value of one share of Host Inc. common stock multiplied by the current conversion factor of 1.021494. Host Inc. has the right to acquire any OP unit offered for redemption directly from the ~~holder~~limited partner in exchange for 1.021494 shares of Host Inc. common stock instead of Host L.P. redeeming such OP unit for cash. Additionally, for every share of common stock issued by Host Inc., Host L.P. will issue .97895 OP units to Host Inc. in exchange for the consideration received from the issuance of the common stock. As of December 31, ~~2017, non-controlling~~2023, unaffiliated limited partners ~~held 8.2~~owned 9.5 million OP units, which were convertible into ~~8.4~~9.7 million Host Inc. common shares.

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Assuming that all OP units held by ~~non-controlling~~unaffiliated limited partners were converted into common shares, there would have been ~~747.4~~713.3 million common shares of Host Inc. outstanding at December 31, ~~2017.~~

2023.

Our operating structure is as follows:

As a REIT, certain tax laws limit the amount of “non-qualifying” income that Host Inc. and Host L.P. can earn, including income derived directly from the operation of hotels. As a result, we lease substantially all of our consolidated ~~properties~~hotels to certain of our subsidiaries designated as taxable REIT subsidiaries (“TRS”) for federal income tax ~~purposes or to third party lessees.~~purposes. Our ~~TRSs~~TRS are subject to federal and state corporate income tax and are not limited as to the amount of non-qualifying income they can generate, but they are limited in terms of their value as a percentage of the total value of our assets. Our TRS enter into agreements with third parties to manage the operations of the hotels. Our TRS also may own assets engaging in activities that produce non-qualifying income, such as the development of timeshare or condominium units and the generation of asset management fees, subject to certain restrictions. The difference between the hotels’ net operating cash flow and the aggregate rents paid to Host L.P. is retained or incurred by our TRS as taxable ~~income.~~income or loss. Accordingly, the net effect of the TRS leases is that a portion of the net operating cash flow from our ~~properties~~hotels is subject to federal, state and, if applicable, foreign corporate income tax.

Our Consolidated Hotel Portfolio

As of February ~~21, 2018,~~23, 2024, we owned a portfolio of ~~93 hotel properties,~~77 hotels, of which 8772 are ~~located~~ in the United States and ~~six~~five are located in Brazil ~~Canada,~~ and ~~Mexico.~~Canada. Our consolidated hotels located outside the United States collectively have approximately ~~2,000~~1,500 rooms. Approximately 2%~~, 3%, and 4%~~ of our revenues in 2023, and approximately 1% of our revenues in both 2022 and 2021 were attributed to the operations of these five foreign properties in 2017, 2016 and 2015, respectively. See Note 15. Geographic and Business Segment Information in our Notes to Consolidated Financial Statements for more information on revenues in the geographic regions in which we operate.

hotels.

The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, upper midscale, midscale and economy. Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt, Four Seasons and Hilton. There are also ~~has been a trend towards~~ specialized, smaller boutique hotels that are customized towards a particular customer profile. Generally, these ~~properties~~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 ~~the majority~~most of its independent identity (which we refer to as “soft-branded” ~~properties)~~hotels).

Revenues earned at our hotels consist of three broad categories: rooms, food and beverage, and other revenues. While approximately ~~65%~~61% of our ~~revenue is~~revenues in 2023 were generated from ~~room~~rooms sales, ~~many~~the majority of our properties feature a variety of amenities that help drive demand and profitability. Our hotels typically include meeting and banquet facilities, a variety of restaurants and lounges, swimming pools, exercise facilities and/or spas, gift shops and parking facilities, the combination of which enable them to serve business, leisure and group travelers.

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Our ~~top 40~~consolidated portfolio includes 28 hotels ~~by RevPAR represent nearly 65% of our total revenues. Additionally, 37 of our consolidated hotels~~that have ~~in excess of~~more than 500 rooms. The average age of our properties is 3536 years, although substantially all of them have benefited from significant renovations or major additions, as well as regularly scheduled renewal and replacement expenditures and other capital improvements.

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

By Brand. The following table details our consolidated hotel portfolio by brand as of February ~~21, 2018:~~

Number

Percentage of

Brand

of Hotels

Rooms

Revenues ⁽¹⁾

Marriott:

Marriott

37

22,394

39.7
%
Ritz-Carlton

5

1,893

6.7

Autograph Collection

1

277

0.4

JW Marriott

5

2,221

3.8

W

4

1,696

3.7

St. Regis

1

232

0.5

Luxury Collection

2

1,155

2.8

Westin

13

6,912

11.9

Sheraton

4

4,423

7.9

Residence Inn

1

299

0.3

Courtyard

1

337

0.3

Total Marriott

74

41,839

78.0

Hyatt:

Grand Hyatt

3

2,964

6.3

Hyatt Place

1

426

0.5

Hyatt Regency

5

3,421

7.1

Total Hyatt

9

6,811

13.9

Hilton:

Curio

1

391

0.9

Hilton

1

223

0.3

Embassy Suites

1

455

0.6

Total Hilton

3

1,069

1.8

AccorHotels:

Swissôtel

1

661

1.1

Fairmont

1

450

2.1

ibis

1

256

0.1

Novotel

1

149

0.1

Total AccorHotels

4

1,516

3.4

Other/Independent

3

742

1.3

93

51,977

98
%
___________

23, 2024:

~~(1)~~

Based on our 2017 revenues; sold hotels accounted for the remaining 2% of our revenues. No individual property contributed more than 7% of total revenues in 2017. Hotels that are not considered upper upscale or luxury constitute less than 2% of our revenues.


Brand	Number of Hotels	Rooms	Percentage of Revenues ⁽¹⁾
Marriott:
Marriott	26	19,033	37.6	%
Ritz-Carlton	5	1,917	7.6	%
Autograph Collection	1	223	0.4	%
Tribute Portfolio	1	173	0.4	%
JW Marriott	4	1,909	3.5	%
AC Hotels	1	165	0.2	%
W	1	424	0.6	%
St. Regis	1	232	0.4	%
Luxury Collection	1	645	3.7	%
Westin	8	3,970	7.6	%
Sheraton	1	370	0.4	%
Total Marriott	50	29,061	62.4	%
Hyatt:
Alila	1	59	0.9	%
Andaz	1	320	1.9	%
Grand Hyatt	4	3,633	8.0	%
Hyatt Place	1	426	0.6	%
Hyatt Regency	6	3,866	8.7	%
Total Hyatt	13	8,304	20.1	%
Hilton:
Curio	2	591	1.7	%
Hilton	1	223	0.3	%
Embassy Suites	1	455	0.6	%
Total Hilton	4	1,269	2.6	%
AccorHotels:
Swissôtel	1	662	1.1	%
Fairmont	1	450	2.3	%
ibis	1	256	0.1	%
Novotel	1	149	0.1	%
Total AccorHotels	4	1,517	3.6	%
Four Seasons	2	569	5.2	%
Other/Independent	4	1,252	6.1	%
	77	41,972	100.0	%

___________

(1)Based on our 2023 revenues; no individual hotel contributed more than 6% of total revenues in 2023. Hotels that are not considered upper upscale or luxury constitute approximately 1% of our revenues.

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By Location. The following table details the ~~location~~locations and ~~number~~numbers of rooms at our consolidated hotels as of February ~~21, 2018:~~

Location

Rooms

Location

Rooms

Arizona

Illinois (continued)

Scottsdale Marriott Suites Old Town

243

Chicago Marriott Suites O’Hare

256

Scottsdale Marriott at McDowell Mountains

266

Courtyard Chicago Downtown/River North

337

The Phoenician, A Luxury Collection Resort

645

Embassy Suites by Hilton Chicago Downtown

The Camby Hotel

277

Magnificent Mile

455

The Westin Kierland Resort & Spa

732

Swissôtel Chicago

661

California

The Westin Chicago River North

429

Axiom Hotel

152

Indiana

Coronado Island Marriott Resort & Spa⁽¹⁾

300

The Westin Indianapolis

575

Costa Mesa Marriott

253

Louisiana

Hyatt Regency San Francisco Airport

789

New Orleans Marriott

1,333

Manchester Grand Hyatt San Diego⁽¹⁾

1,628

Maryland

Marina del Rey Marriott ⁽¹⁾

370

Gaithersburg Marriott Washingtonian Center

284

Marriott Marquis San Diego Marina ⁽¹⁾

1,360

Massachusetts

Newport Beach Marriott Hotel & Spa

532

Boston Marriott Copley Place ⁽¹⁾

1,144

Newport Beach Marriott Bayview

254

Hyatt Regency Cambridge, Overlooking Boston

470

San Francisco Marriott Fisherman’s Wharf

285

Sheraton Boston Hotel

1,220

San Francisco Marriott Marquis ⁽¹⁾

1,500

The Westin Waltham Boston

351

San Ramon Marriott ⁽¹⁾

368

Minnesota

Santa Clara Marriott ⁽¹⁾

759

Minneapolis Marriott City Center

585

Sheraton San Diego Hotel & Marina⁽¹⁾

1,053

New Jersey

The Ritz-Carlton, Marina del Rey ⁽¹⁾

304

Newark Liberty International Airport Marriott ⁽¹⁾

591

The Westin Los Angeles Airport ⁽¹⁾

740

Sheraton Parsippany Hotel

370

The Westin Mission Hills Resort & Spa

512

New York

The Westin South Coast Plaza, Costa Mesa ⁽²⁾

390

New York Marriott Downtown

513

W Hollywood ⁽¹⁾

305

New York Marriott Marquis

1,966

Colorado

Sheraton New York Times Square Hotel

1,780

Denver Marriott Tech Center

605

The Westin New York Grand Central

774

Denver Marriott West ⁽¹⁾

305

W New York ⁽³⁾

697

The Westin Denver Downtown

430

W New York – Union Square

270

Florida

Ohio

Hilton Singer Island Oceanfront/Palm Beaches

The Westin Cincinnati ⁽¹⁾

456

Resort

223

Pennsylvania

Miami Marriott Biscayne Bay

600

Philadelphia Airport Marriott ⁽¹⁾

419

Orlando World Center Marriott

2,004

The Logan

391

Tampa Airport Marriott ⁽¹⁾

298

Texas

The Don CeSar

347

Houston Airport Marriott at George Bush

The Ritz-Carlton, Amelia Island

446

Intercontinental ^{(1) (4)}

573

The Ritz-Carlton, Naples

450

Houston Marriott Medical Center ⁽¹⁾

395

The Ritz-Carlton Golf Resort, Naples

295

JW Marriott Houston

516

YVE Hotel Miami

243

San Antonio Marriott Rivercenter ⁽¹⁾

1,001

Georgia

San Antonio Marriott Riverwalk ⁽¹⁾

512

Atlanta Marriott Suites Midtown ⁽¹⁾

254

The St. Regis Houston

232

Grand Hyatt Atlanta in Buckhead

439

Virginia

JW Marriott Atlanta Buckhead

371

Hyatt Regency Reston

518

The Westin Buckhead Atlanta

365

Residence Inn Arlington Pentagon City

299

The Whitley, A Luxury Collection Hotel,

The Ritz-Carlton, Tysons Corner ⁽¹⁾

398

Atlanta Buckhead

510

Washington Dulles Airport Marriott ⁽¹⁾

368

Hawaii

Westfields Marriott Washington Dulles

336

Fairmont Kea Lani, Maui

450

Washington

Hyatt Place Waikiki Beach

426

The Westin Seattle

891

Hyatt Regency Maui Resort & Spa

806

W Seattle

424

Illinois

Washington, D.C.

Chicago Marriott Suites Downers Grove

254

Grand Hyatt Washington

897

23, 2024:


Location	Rooms	Location	Rooms
Arizona		Hawaii
AC Hotel Scottsdale North	165	Andaz Maui at Wailea Resort	320
The Phoenician, A Luxury Collection Resort, Scottsdale	645	Fairmont Kea Lani, Maui	450
The Westin Kierland Resort & Spa	735	Hyatt Place Waikiki Beach	426
California		Hyatt Regency Maui Resort and Spa	810
Alila Ventana Big Sur	59	Illinois
Axiom Hotel	152	Embassy Suites by Hilton Chicago Downtown Magnificent Mile	455
Coronado Island Marriott Resort & Spa ⁽¹⁾	300	Swissôtel Chicago	662
Grand Hyatt San Francisco	669	The Westin Chicago River North	445
Hyatt Regency San Francisco Airport	790	Louisiana
Manchester Grand Hyatt San Diego ⁽¹⁾	1,628	New Orleans Marriott	1,333
Marina del Rey Marriott ⁽¹⁾	370	Maryland
Marriott Marquis San Diego Marina ⁽¹⁾	1,366	Gaithersburg Marriott Washingtonian Center	284
San Francisco Marriott Fisherman's Wharf	285	Massachusetts
San Francisco Marriott Marquis ⁽¹⁾	1,500	Boston Marriott Copley Place ⁽¹⁾	1,145
Santa Clara Marriott ⁽¹⁾	766	The Westin Waltham Boston	351
The Ritz-Carlton, Marina del Rey ⁽¹⁾	304	Minnesota
The Westin South Coast Plaza, Costa Mesa ⁽²⁾	393	Minneapolis Marriott City Center	585
Colorado		New Jersey
Denver Marriott Tech Center	605	Newark Liberty International Airport Marriott ⁽¹⁾	591
Denver Marriott West ⁽¹⁾	305	Sheraton Parsippany Hotel	370
The Westin Denver Downtown	430	New York
Florida		New York Marriott Downtown	515
1 Hotel South Beach	433	New York Marriott Marquis	1,971
Baker's Cay Resort Key Largo, Curio Collection by Hilton	200	Ohio
Four Seasons Resort Orlando at Walt Disney World® Resort	444	The Westin Cincinnati ⁽¹⁾	456
Hilton Singer Island Oceanfront/Palm Beaches Resort	223	Pennsylvania
Hyatt Regency Coconut Point Resort and Spa	462	Philadelphia Airport Marriott ⁽¹⁾	419
Miami Marriott Biscayne Bay	600	The Logan Philadelphia, Curio Collection by Hilton	391
Orlando World Center Marriott	2,004	Texas
Tampa Airport Marriott ⁽¹⁾	298	Hotel Van Zandt	319
The Don CeSar	348	Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾	573
The Ritz-Carlton, Amelia Island	446	Houston Marriott Medical Center/Museum District ⁽¹⁾	398
The Ritz-Carlton, Naples	474	Hyatt Regency Austin	448
The Ritz-Carlton Naples, Tiburón	295	JW Marriott Houston by The Galleria	516
Georgia		Marriott San Antonio Riverwalk	512
The Alida, Savannah, a Tribute Portfolio Hotel	173	San Antonio Marriott Rivercenter ⁽¹⁾	1,000
Grand Hyatt Atlanta In Buckhead	439	The Laura Hotel, Houston Downtown, Autograph Collection	223
JW Marriott Atlanta Buckhead	371	The St. Regis Houston	232

Washington, D.C. (continued)

Brazil (continued)

Hyatt Regency Washington on Capitol Hill

838

Novotel Rio de Janeiro Parque Olimpico

149

JW Marriott Washington DC

777

Canada

The Westin Georgetown, Washington, D.C.

267

Calgary Marriott Downtown

388

Washington Marriott at Metro Center

459

Toronto Marriott Downtown Eaton Centre Hotel ⁽¹⁾

461

Brazil

Mexico

ibis Rio de Janeiro Parque Olimpico

256

JW Marriott Hotel Mexico City ⁽⁴⁾

312

JW Marriott Hotel Rio de Janeiro

245

Total

51,977

___________

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~~(1)~~

~~The land on which this hotel is built is leased from a third party under one or more lease agreements.~~



Virginia		Wyoming
Hyatt Regency Reston	518	Four Seasons Resort and Residences Jackson Hole	125
The Ritz-Carlton, Tysons Corner ⁽¹⁾	398	Brazil
Washington		ibis Rio de Janeiro Parque Olimpico	256
The Westin Seattle	891	JW Marriott Hotel Rio de Janeiro	245
W Seattle	424	Novotel Rio de Janeiro Parque Olimpico	149
Washington, D.C.		Canada
Grand Hyatt Washington	897	Calgary Marriott Downtown Hotel	388
Hyatt Regency Washington on Capitol Hill	838	Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾	461
JW Marriott Washington, D.C.	777	Total	41,972
The Westin Georgetown, Washington D.C.	269
Washington Marriott at Metro Center	459

~~(2)~~

~~The land, building and improvements are leased from a third party under a long-term lease agreement.~~

___________

~~(3)~~

~~This property is classified as held for sale.~~

(1)The land on which this hotel is built is leased from a third party under one or more lease agreements.

~~(4)~~

~~This property is not wholly owned.~~

(2)The land, building and improvements are leased from a third party under a long-term lease agreement.

(3)This property is not wholly owned.

By Market Location: With our geographically diverse portfolio, no individual market represents more than 9% of total revenues. The following chart summarizes the composition of our consolidated hotels as of February ~~21, 2018~~23, 2024 by each market location based on its percentage of ~~2017~~2023 revenues:

~~(1)~~

~~Our disposed hotels accounted for the remaining 2% of our 2017 revenues.~~

Other Real Estate Interests

We own non-controlling interests in several entities that, as of February ~~21, 2018,~~23, 2024, owned, or owned an interest in, ~~21 hotel properties. The~~35 properties and a vacation ownership development. Due to the ownership structure and economic or participating rights

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of our partners, we do not consolidate the operations of the properties owned by these entities ~~are not consolidated~~ and they are included in equity in earnings in our consolidated results of operations. ~~See~~ Our investments in these entities include the following:

Noble Joint Venture. While our primary focus is the upper-upscale and luxury chain scales, we also seek opportunities to elevate our growth profile through investment in select service hotels, extended stay hotels and new development deals. Accordingly, in 2022, we entered into definitive agreements with Noble Investment Group, LLC, a leading private hospitality asset manager in the upscale, select service and extended stay chain scales, and certain other entities and persons related to Noble Investment Group, LLC, to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group business in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on the funds formed after closing, and (c) proceeds earned by the general partner on commitments to future funds. As part of our investment, we have made a $211.5 million capital commitment to Noble Hospitality Fund V, L.P. ("Noble Fund V"), which represents a 21.15% ownership interest in the fund. As of December 31, 2023, we have funded $33 million to Noble Fund V, which currently owns 25 select service and extended stay hotels and two land sites to be developed.

Upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC. To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

Maui Joint Venture. We own a 67% interest in a joint venture with an affiliate of HV Global Group, a subsidiary of Marriott Vacations Worldwide Corporation, that owns a 131-unit vacation ownership development in Maui, Hawaii adjacent to our Hyatt Regency Maui Resort & Spa.

Hyatt Place Joint Venture. We own a 50% interest in a joint venture with White Lodging Services that owns the 255-room Hyatt Place Nashville Downtown in Tennessee. The joint venture has a $60 million mortgage loan that is non-recourse to us.

Harbor Beach Joint Venture. We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida. 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. Additional advances of $32.5 million are available until December 31, 2025 to fund capital expenditures. The mortgage debt is non-recourse to us.

Asia/Pacific Joint Venture. We have a 25% interest in a joint venture with RECO Hotels JV Private Limited, an affiliate of the Government of Singapore Investment Corporation Pte Ltd. The agreement may be terminated by either partner at any time, which would trigger the liquidation of the joint venture. The commitment period for equity contributions to the joint venture has expired. Certain funding commitments remain, however, related to its existing investments in India.

As of December 31, 2023, this joint venture has invested approximately $109 million (of which our share is $27 million) in a separate joint venture in India with Accor S.A. and InterGlobe Enterprises Limited, in which it holds a 36% interest. This joint venture owns seven hotels and an office building in Delhi, Bangalore and Chennai, India, totaling approximately 1,718 rooms. The hotels are managed by AccorHotels under the Pullman, ibis and Novotel brands.

For additional information see Part II Item 8. “Financial Statements and Supplementary Data – Note 3.4. Investments in Affiliates.”

~~European Joint Venture.~~ We own a general and limited partner interest in a joint venture in Europe (“Euro JV”). The Euro JV consists of two funds, which we refer to as Euro JV Fund I and Euro JV Fund II, in which we hold an approximate one-third interest through both general and limited partner interests. The Euro JV owns the following hotels:

~~Hotel~~	~~City~~	~~Country~~	~~Rooms/Units~~
~~Fund I:~~
~~Hotel Arts Barcelona~~	~~Barcelona~~	~~Spain~~		~~483~~
~~The Westin Palace, Madrid~~	~~Madrid~~	~~Spain~~		~~470~~
~~Brussels Marriott Hotel Grand Place~~	~~Brussels~~	~~Belgium~~		~~221~~
~~Fund I total rooms~~				~~1,174~~

~~Fund II:~~
~~Paris Marriott Rive Gauche Hotel & Conference Center~~	~~Paris~~	~~France~~		~~757~~
~~Renaissance Paris La Defense Hotel~~	~~Paris~~	~~France~~		~~330~~
~~Renaissance Paris Vendome Hotel~~	~~Paris~~	~~France~~		97
~~Renaissance Amsterdam Hotel~~	~~Amsterdam~~	~~The Netherlands~~		~~402~~
~~Hilton Amsterdam Airport Schiphol~~	~~Amsterdam~~	~~The Netherlands~~		~~433~~
~~Le Méridien Piccadilly~~	~~London~~	~~United Kingdom~~		~~283~~
~~Sheraton Stockholm Hotel~~	~~Stockholm~~	~~Sweden~~		~~465~~
~~Sheraton Berlin Grand Hotel Esplanade~~	~~Berlin~~	~~Germany~~		~~394~~
~~Fund II total rooms~~				~~3,161~~
~~Total European joint venture rooms~~				~~4,335~~

Competition

~~Competition~~

The lodging industry is highly competitive. Competition often is specific to individual markets and is based on ~~a number of~~several factors, including location, brand, guest facilities and amenities, level of service, room rates and the quality of accommodations. The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, upper midscale, midscale and economy. The classification of a ~~property~~hotel is based on lodging industry standards, which take into consideration many factors, such as guest facilities and amenities, level of service and quality of accommodations. Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as ~~Fairmont~~^{1 Hotels}®, Alila®,Andaz®, Fairmont®, Four Seasons®,Grand Hyatt®, JW

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Marriott®, Ritz-Carlton®, St. Regis®, The Don Cesar®, The Luxury Collection® and W®, or as upper upscale properties under such brand names as ~~Embassy Suites~~^®~~, Hilton~~^®~~, Hyatt~~^®~~, Le Méridien~~^®~~, Marriott~~^®~~, Marriott Marquis~~^®, Autograph Collection®, Curio – A Collection by Hilton®, Embassy Suites by Hilton ®, Hilton®, Hyatt Regency®, Marriott®, Marriott ~~Suites~~^Marquis®~~, Pullman~~^®~~, Renaissance~~^®, Sheraton®, Swissôtel®,Tribute Portfolio® and Westin®.⁽¹⁾1While our hotels compete primarily ~~compete~~ with other hotels in the luxury and upper upscale category, they also may compete with hotels in other lower-tier categories. A recent source of supply for the lodging industry has been the rapid growth of online short-term rentals, including as a flexible option for apartment buildings. Our hotels also may compete with these short-term rentals in certain markets. In addition, many management contracts for our hotels do not prohibit our managers from converting, franchising or developing other ~~hotel properties~~hotels in our markets. As a result, our hotels compete with other hotels that our managers may own, invest in, manage or franchise.

We also compete with other REITs and other public and private investors for the acquisition of new properties and investment opportunities ~~both in domestic and international markets,~~ as we attempt to position our portfolio to best take advantage of changes in markets and travel patterns of our customers.

⁽¹⁾ ~~This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us. None of the owners~~

Seasonality

~~of these trademarks, their affiliates or any of their respective officers, directors, agents or employees, has or will have any responsibility or liability for any~~

~~information contained in this annual report.~~

~~Seasonality~~

Our hotel sales traditionally have experienced moderate seasonality, which varies based on the individual ~~property~~hotel and the region. Hotel sales for our consolidated portfolio ~~averaged~~were approximately ~~25%~~26%, ~~27%~~26%, 23% and 25% for the first, second, third and fourth calendar quarters, respectively, in ~~2017.~~

2023.

Environmental, Governmental and Regulatory Matters

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances. These laws may impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, certain environmental laws and common law principles could be used to impose liability for the release of hazardous or toxic materials, and third parties may seek recovery from owners or operators of real properties for personal injury associated with exposure to released hazardous or toxic materials. Environmental laws also may impose restrictions on the ~~manner in which~~way property may be used or businesses may be operated, and these restrictions may require corrective or other expenditures. In connection with our current or prior ownership or operation of hotels, we potentially may be liable for various environmental costs or liabilities. Although currently we are not aware of any material environmental claims pending or threatened against us, we can offer no assurance that a material environmental claim will not be asserted against us in the future.

~~Employees~~

Our hotels also are subject to various other forms of regulation, including Title III of the Americans with Disabilities Act (“ADA”), building codes and regulations pertaining to fire and life safety. Under the ADA, all public accommodations are required to meet certain federal rules related to access and use by disabled persons and we have in the past and may in the future incur capital expenditures to make our hotels accessible. These and other building laws and regulations may be changed from time to time, or new regulations adopted, resulting in additional costs of compliance, including potential litigation. A determination that we are not in compliance with these laws and regulations could result in a court order to bring the hotel into compliance, the imposition of civil penalties in cases brought by the Justice Department or an award of attorneys’ fees to private litigants. Compliance with these laws and regulations could require substantial capital expenditures.

Human Capital Resources

As of February ~~21, 2018,~~23, 2024, we had ~~205~~163 employees, all of ~~which 198~~whom work in the United States, including our regional ~~offices~~office in ~~Miami~~Miami. The current average tenure of our employees is more than 13 years, and ~~San Diego.~~the voluntary and total turnover rates in 2023 were 5% and 7%, respectively. Our human capital objectives include encouraging individual contributions, reinforcing Host’s EPIC values and culture, maximizing employee engagement and retention and minimizing organizational disruption through succession action plans. Our employees are given the opportunity to participate in training and education programs such as external training, professional certifications, executive and leadership coaching, continuing education and professional memberships. Additionally, all employees receive annual performance reviews that incorporate our EPIC values and our competencies, which include adaptability, communication, teamwork and complete thinking. We ~~had 7 employees located in our offices in London~~encourage regular and ~~Amsterdam.~~ongoing feedback tied to performance and career development. In order to ensure that

1This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us. None of ~~Host’s~~the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees, has or will have any responsibility or liability for any information contained in this annual report.

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we are ~~covered~~meeting our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.

Our CEO is a part of the CEO Action for Diversity & Inclusion initiative to continue to advance diversity and inclusion within our workplace, along with our formal diversity and inclusion initiative. We also provide unconscious bias training to our employees. As of December 31, 2023, our total workforce consists of 42% men and 58% women, with 46% of management positions held by ~~collective bargaining agreements.~~ women. Our workforce also consists of 39% minorities, with 23% of management positions held by minorities.

The number of employees referenced above does not include the hotel employees of our three hotels in Brazil, which, while technically Host employees, are under the direct supervision and control of our third-party hotel ~~managers. Our~~manager in Brazil. The employees at all of our U.S. and Canadian hotels are employees of our third-party hotel managers, who are responsible for hiring and maintaining ~~the labor force at each of our hotels.~~ employees.

Although we do not manage employees at our consolidated hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force, particularly those hotels with unionized labor. For a discussion of these relationships, see Part I Item 1A. “Risk Factors—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.”

force. Employees ~~at certain~~ of our third-party ~~managed~~hotel managers at 17 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject to review and renewal on a regular basis. For a discussion of these relationships, see Part I Item 1A. “Risk Factors—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.”

None of Host’s employees are covered by collective bargaining agreements.

Where to Find Additional Information

The address of our principal executive office is ~~6903 Rockledge Drive,~~4747 Bethesda Ave, Suite ~~1500,~~1300, Bethesda, Maryland, ~~20817.~~20814. Our phone number is ~~240-744-1000.~~(240) 744-1000. We maintain an internet website at: www.hosthotels.com. Through our website, we make available free of charge as soon as reasonably practicable after they are filed electronically with, or furnished to, the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The public also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers ~~that file electronically with the SEC~~ at http://~~www.sec.gov~~.

www.sec.gov.

Our website also is a key source of important information about us. We routinely post to the Investor Relations section of our website important information about our business, our operating results and our financial condition and prospects, including, for example, information about material acquisitions and dispositions, our earnings releases and certain supplemental financial information to our earnings releases. We also post to our website copies of investor presentations, which contain important information about us, and we update those presentations ~~periodically, which also contain important information about us.~~periodically. The website has a Corporate Governance page in the Our Company section that includes, among other things, copies of our Bylaws, our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and the charters for each standing committee of Host Inc.’s Board of Directors, which currently include the Audit Committee, the Culture and Compensation ~~Policy~~ Committee and the Nominating, Governance and Corporate ~~Governance~~Responsibility Committee. Copies of these charters and policies, Host Inc.’s Bylaws and Host L.P.’s partnership agreement also are available in print to stockholders and unitholders upon request to Host Hotels & Resorts, Inc., ~~6903 Rockledge Drive,~~4747 Bethesda Ave, Suite ~~1500,~~1300, Bethesda, Maryland, ~~20817,~~20814, Attn: Secretary. Please note that the information contained on our website is not incorporated by reference in, or considered to be a part of, any document, unless expressly incorporated by reference therein.

~~Item 1A.~~

~~Risk Factors~~

Item 1A. Risk Factors

For an enterprise as large and complex as we are, a wide range of factors could materially affect future results and performance. The statements in this section describe the major risks to our business and should be considered carefully. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

Financial Risks and Risks of Operation

Our revenues and the value of our ~~properties~~hotels are subject to conditions affecting the lodging industry.

The performance of the lodging industry traditionally has been affected by the strength of the general economy and, specifically, growth in gross domestic ~~product (“GDP”).~~product. Because lodging industry demand typically follows the general economy, the lodging industry is highly cyclical, which contributes to potentially large fluctuations in our financial

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condition and our results of operations. Changes in travel patterns of both business and leisure travelers, particularly during periods of economic contraction or low levels of economic growth, may create difficulties for the industry over the long-term and adversely affect our results of operations.

In addition, the majority of our hotels are classified as luxury or upper upscale and generally target business and high-end leisure travelers. In periods of economic difficulties, certain business and leisure travelers may seek to reduce travel costs by limiting travel or seeking to reduce ~~costs~~the cost of their trips. Consequently, our hotels may be more susceptible to a decrease in ~~revenue~~revenues during an economic downturn, as compared to hotels in other categories that have lower room rates. ~~For instance, reductions in overall travel and reductions in travel to luxury and upper upscale hotels during the recession in 2008 and 2009 significantly affected our results of operations.~~

Other circumstances affecting the lodging industry which may affect our performance and the forecasts we make include:

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

•factors that may shape public perception of travel to a particular location, ~~such as~~including natural disasters, ~~weather events, pandemics and outbreaks of contagious diseases~~ such as the ~~Zika virus,~~Maui wildfires in 2023, weather events, such as Hurricane Ian in 2022, pandemics and other public health crises, such as the COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

•risks that ~~the limited~~U.S. immigration policies and border closings, travel ~~ban to the United States and proposed immigration policies~~restrictions or advisories, changes in energy prices or changes in foreign exchange rates will suppress international travel to the United States ~~generally;~~

generally or decrease the labor pool;

•the impact of geopolitical developments outside the U.S., such as ~~the pace of economic~~large-scale wars or international conflicts, slowing global growth, ~~in Europe, the effects of~~or trade tensions and tariffs between the United ~~Kingdom’s referendum to withdraw from the European Union, the slowing of growth in markets~~States and its trading partners such as China, ~~and Brazil, or unrest in the Middle East,~~all of which could affect global travel and lodging demand ~~including with respect to our foreign hotel properties;~~

within the United States;

•volatility in global financial and credit markets, ~~and the impact of budget deficits and pending and future U.S. governmental action to address such deficits through reductions in spending and similar austerity measures,~~ which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs;

•future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing ~~costs, and lodging demand;~~

costs;

•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the current inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

•the ability of our hotels to compete effectivelyagainst other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures;

•changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers;

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

and

~~the ability of third-party internet and other travel intermediaries to attract and retain customers; and~~

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

In addition, the U.S. economy experienced high rates of inflation from 2021 to 2023, which has increased our operating expenses due to higher wages and costs, and rates of inflation may remain elevated in the future. Moreover, our interest expense has increased due to higher interest rates on our variable rate debt. Although the short-term nature of hotel bookings generally allows our managers to compensate for inflationary effects by increasing room rates at our hotels, sustained inflation could have a negative impact on the demand for lodging. Moreover, an inflationary environment can increase the costs of hotel renovations and the purchasing power of our cash resources can decline, which can have an adverse impact on our business or financial results.

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We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel ~~revenue~~revenues or earnings at our ~~properties.~~hotels. Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected. A reduction in our ~~revenue~~revenues or earnings ~~as a result~~because of the above risks may reduce our working capital, ~~and revenue,~~ impact our long-term business strategy and impact the value of our assets and our ability to meet certain covenants in our existing debt agreements. In addition, we may incur impairment ~~charges~~expense in the future,

which ~~charges~~expense will affect negatively our results of operations. We can provide no assurance that any impairment ~~loss~~expense recognized will not be material to our results of operations.

In addition to general economic conditions affecting the lodging industry, new hotel room supply is an important factor that can affect the lodging industry’s performance and overbuilding has the potential to further exacerbate the negative impact of an economic downturn. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. 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.

We depend on external sources of capital for future growth; therefore, any disruption to our ability to access capital at times, and on terms reasonably acceptable to us, may affect adversely our business and results of operations.

Since we have elected REIT status, Host Inc. must finance its growth and fund debt repayments largely with external sources of capital because it is required to ~~distribute~~pay dividends to its stockholders in an amount equal to at least 90% of its taxable income (other than net capital gain) each year ~~in order~~ to qualify as a REIT, including taxable income recognized for federal income tax purposes but with regard to which it does not receive cash. Funds used by Host Inc. to make required distributions are provided by distributions from Host L.P.REIT. Our ability to access external capital could be hampered by ~~a number of~~several factors, many of which are outside of our control, including:

•price volatility, dislocations and liquidity disruptions in the U.S. and global equity and credit markets;

•changes in market perception of our growth potential, including rating agency downgrades by Moody’s Investors Service, Standard & Poor’s Ratings Services or Fitch Ratings;

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

•decreases in our current or estimated future ~~earnings;~~

earnings or decreases or fluctuations in the market price of the common stock of Host Inc.;

•increases in interest rates; and

•the terms of our existing indebtedness, which ~~under certain circumstances,~~would restrict our incurrence of ~~debt.~~

additional debt if we were to fall below required covenant levels.

The occurrence of any of ~~these~~the above factors, individually or in combination, could prevent us from being able to obtain the external capital we require on terms that are acceptable to us, or at all, which could have a material adverse effect on (i) our ability to finance our future growth and onacquire hotels, (ii) our ability to meet our anticipated requirements for working capital, debt service and capital expenditures, and (iii) our results of operations and financial condition. Potential consequences of disruptions in U.S. and global equity and credit markets ~~and, as a result, an inability for us to access external capital at times, and on terms, reasonably acceptable to us~~ could ~~include:~~

ainclude the need to seek alternative sources of capital with less attractive terms, such as more restrictive covenants, shorter maturity and ~~shorter maturity;~~

higher costs which would have an adverse ~~effects~~effect on our financial condition and ~~liquidity, and our ability to meet our anticipated requirements for working capital, debt service and capital expenditures;~~

liquidity.

~~higher costs of capital;~~

~~an inability to enter into derivative contracts in order to hedge risks associated with changes in interest rates and foreign currency exchange rates; or~~

~~an inability to execute on our acquisition strategy.~~

We operate in a highly competitive industry.

The lodging industry is highly competitive. Our principal competitors are other owners and investors in upper upscale and luxury full-service hotels, including other lodging REITs. Our hotels face strong competition for individual guests, group reservations and conference business from major hospitality chains with well-established and recognized brands, as well as from other smaller hotel chains, independent and local hotel owners and operators. WeOur hotels compete for customers primarily based ~~primarily~~ on brand name recognition and reputation, as well as location, room rates, property size and availability of rooms and conference space, quality of the accommodations, customer satisfaction, amenities and the ability to earn and redeem loyalty program points. New ~~hotels may be constructed and these additions~~hotel construction adds to supply, ~~create~~creating new competitors, in some cases without corresponding increases in demand for hotel rooms. Our competitors may have similar or greater commercial and financial resources which allow them to improve their ~~properties~~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.

We also compete for hotel acquisitions with ~~entities~~others that have similar investment objectives ~~as we do.~~to ours. This competition could limit the number of investment opportunities that we find suitable for our business. It also may increase the bargaining power of

hotel

~~property~~

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owners seeking to sell to us, making it more difficult for us to acquire new ~~properties~~hotels on attractive terms or on the terms contemplated in our business plan.

The growth of internet reservation channels also is a source of competition that could adversely affect our business. A significant percentage of hotel rooms for individual or “transient” customers are booked through internet travel intermediaries. Search engines 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 revenues and profitability. 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. Internet travel intermediaries may also target group and convention business, which could divert such business and materially adversely affect our revenues and profitability.

There are inherent risks with investments in real estate, including ~~the~~their relative ~~illiquidity of real estate investments.~~

illiquidity.

Investments in real estate are inherently illiquid and generally cannot ~~generally~~ be ~~quickly sold.~~sold quickly. For this reason, we cannot predict whether we will be able to sell any hotel that we desire to sell for the price or on terms acceptable to us, or the length of time needed to find a willing purchaser and to close on the sale of a hotel. Therefore, we may not be able to vary the composition of our portfolio promptly in response to changing economic, financial and investment conditions ~~and~~or dispose of ~~assets~~hotels at opportune times or on favorable terms, which may adversely affect our cash flows and our ability to ~~make distributions~~pay dividends to stockholders.

In addition, real estate ownership is subject to various risks, including:

•government regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws;

•loss in value of real estate due to changes in market conditions or the area in which ~~real estate~~it is ~~located;~~

located or losses in value due to changes in tax laws or increased property tax assessments;

•potential civil liability for accidents or other occurrences on owned or leased properties;

•the ongoing need for owner-funded capital improvements and expenditures in order to maintain or upgrade ~~properties;~~

hotels;

•periodic total or partial closures due to renovations and facility improvements;

and

~~changes in tax laws and property taxes, or an increase in the assessed valuation of a property for real estate tax purposes; and~~

•force majeure events, such as earthquakes, hurricanes, floods or other possibly uninsured losses.

We have ~~substantial debt~~significant indebtedness and may incur additional ~~debt.~~

indebtedness.

As of December 31, ~~2017,~~2023, we and our subsidiaries had total indebtedness of approximately ~~$4.0~~$4.2 billion. Our indebtedness requires us to commit a significant portion of our annual cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, dividends and distributions and other general corporate needs. Additionally, our substantial indebtedness could:

•make it more difficult for us to satisfy our obligations with respect to our indebtedness;

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

•affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

If our cash flow and working capital are not sufficient to fund our expenditures or service our indebtedness, we will be required to raise additional funds ~~through:~~

through sales of common or preferred OP units of Host L.P.~~’s OP units~~ or common or preferred stock of Host Inc.~~’s common stock;~~

, the incurrence of additional permitted indebtedness by Host L.P.; or

sales of our assets.

We cannot make any assurances that any of these sources of funds will be available to us or, if available, will be on terms that we would find acceptable or in amounts sufficient to meet our obligations or fulfill our business plan. ~~Under certain circumstances, we would be required to use the cash generated by any or all~~

Table of ~~the events described above to repay other indebtedness.~~

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The terms of our indebtedness ~~and preferred units~~ place restrictions on us and on our subsidiaries, and these restrictions reduce our operational flexibility and create default risks.

We are, and may in the future become, party to agreements and instruments that place restrictions on us and on our subsidiaries. For instance, the covenants in the documents governing the terms of our senior notes and our credit facility restrict, among other things, our ability to:

~~execute acquisitions, mergers or consolidations, unless the successor entity in such transaction assumes our indebtedness;~~

•incur additional ~~debt~~indebtedness in excess of certain thresholds and without satisfying certain financial metrics;

and

~~incur liens securing indebtedness, unless an effective provision is made to secure our other indebtedness by such liens;~~

•

~~sell assets without using the proceeds from such sales for certain permitted uses or to make an offer to repay or repurchase outstanding indebtedness;~~

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

coverage.

~~conduct transactions with affiliates other than on an arm’s length basis and, in certain instances, without obtaining opinions as to the fairness of such transactions.~~

~~In addition, certain covenants in our credit facility also require us and our subsidiaries to meet financial metrics.~~ The restrictive covenants in ~~the applicable indenture(s), the~~our senior notes and credit facility ~~and the documents governing our other debt (including any mortgage debt) will~~may reduce our flexibility in conducting our operations and ~~will~~ limit our ability to engage in activities that may be in our long-term best interest. 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 all or a substantial portion of our ~~debt.~~indebtedness. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition.”

~~An increase in interest rates would increase the interest costs on our credit facility and on our floating rate debt and could impact adversely our ability to refinance existing debt or sell assets.~~

Interest payments for borrowings on our credit facility and the mortgages on certain non-consolidated properties are based on floating rates. As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. As of December 31, 2017, approximately 30% of our debt is subject to floating interest rates.

Rising interest rates also could limit our ability to refinance existing debt when it matures and increase interest costs on any debt that is refinanced. We may from time to time enter into agreements such as interest rate swaps, caps, floors and other interest rate hedging contracts. Currently, the majority of our mortgages with floating rates, including mortgages on our joint venture properties, are fully or partially hedged through the use of floating-to-fixed interest rate swaps or interest rate caps. These agreements expose us to the risk that other parties to the agreements will not perform or that the agreements will be unenforceable. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to dispose of assets as part of our business strategy.

Our expenses may not decrease if our ~~revenue decreases.~~

revenues decrease.

Many of the expenses associated with owning and operating hotels, such as debt-service payments, property taxes, insurance, utilities, and employee wages and benefits, are relatively inflexible. They do not necessarily decrease directly with a reduction in ~~revenue~~revenues at the hotels and may be subject to increases that are not tied to the performance of our hotels or the increase in the rate of inflation generally. Also, as of December 31, 2017, 26 of our hotels are subject to third-party ground leases, which generally require periodic increases in ground rent payments. Our ability to pay these rents could be affected adversely if our hotel revenues do not increase at the same or a greater rate than the increases in rental payments under the ground leases. For further information on our ground leases, please see Exhibit 99.1 filed with this report.

Additionally, certain costs, such as wages, benefits and insurance, may exceed the rate of inflation in any given period. In the event of a significant decrease in demand, our hotel managers may not be able to reduce the size of hotel work forces in order to decrease wages and benefits. Our managers also may be unable to offset any fixed or increased expenses with higher room rates. Any of our efforts to reduce operating costs also could adversely affect the future growth of our business and the value of our ~~hotel properties.~~

hotels.

Our acquisition of ~~additional properties and disposition of certain properties~~hotels may have a significant effect on our business, liquidity, financial position and/or results of operations.

We may acquire properties through various structures, including transactions involving portfolios, single assets, joint ventures and acquisitions of all or substantially all of the securities or assets of other REITs or similar real estate ownership entities. We anticipate that our acquisitions will be financed with a combination of methods and a variety of sources of external capital, including proceeds from Host Inc. equity offerings, issuance of limited partnership interests of Host L.P., advances under our credit facility, the incurrence or assumption of indebtedness and proceeds from the sale of assets. Our inability to access external sources of capital may limit our ability to finance acquisitions. For a discussion of factors that may limit our access to sources of capital, see “—We depend on external sources of capital for future growth; therefore, any disruption to our ability to access capital at times, and on terms reasonably acceptable to us, may affect adversely our business and results of operations.” In addition, certain of these factors, such as disruption in the global capital markets, may limit the ability of purchasers to finance their acquisition of our hotels and therefore our ability to use disposition proceeds to finance our acquisitions.

We routinely are actively engaged in the process of identifying, analyzing and negotiating possible ~~acquisition transactions.~~transactions for acquiring hotels. We cannot provide any assurances that we will be successful in consummating future acquisitions on favorable terms or that we will realize the benefits that we anticipate from such acquisitions. Our failure to realize the intended benefits from one or more acquisitions could have a significant adverse effect on our business, liquidity, financial position and/or results of operations. These adverse effects may occur because the performance of the ~~property~~hotel does not support the additional indebtedness and related interest expense that we incurred as a result of the acquisition. In addition, ~~assets~~hotels and entities that we have acquired, or may in the future acquire, may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided in the transaction agreements may not survive long enough for us to become aware of such liabilities and to seek recourse against our sellers, and indemnification covering representations and warranties often is limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. The total amount of costs and expenses that may be incurred with respect to liabilities associated with acquired hotels and entities may exceed our expectations, plus we may experience other unanticipated adverse effects, all of which may affect adversely our revenues, expenses, operating results and financial condition. Finally, indemnification agreements between us and the sellers typically provide that the sellers will retain certain specified liabilities relating to the assets and entities acquired by us. While the sellers generally are contractually obligated to pay all losses and other expenses relating to such retained liabilities without regard to survival limitations, materiality thresholds, deductibles or caps on losses, there can be no guarantee that such arrangements will not require us to incur losses or other expenses in addition to those incurred by the sellers.

We also are actively engaged in the process of identifying, analyzing and negotiating possible transactions for disposing of certain of our hotel properties. Under current market conditions, based on our experience, we expect that any future sale of our hotel properties may be effected through any of several structures, including sale transactions involving portfolios or single assets, joint ventures with third parties and spin-off distributions of hotel properties to our security holders. We anticipate that any potential purchaser of our hotel properties may finance its purchase through a combination of methods, including cash or the issuance to us of its securities or those of one of its affiliates. Therefore, to maximize the value of hotel properties that we may in the future decide to dispose of, we may consider a range of transaction structures that we determine under the circumstances are in our best interest. We cannot provide any assurances that we will successfully conclude any transaction to dispose of any one or more of our properties or that the terms of any such transaction will maximize the value of hotel properties being sold.

We may not achieve the value we anticipate from new hotel developments or value enhancement projects at our existing hotels.

We currently are, and in the future may be, involved in the development or redevelopment of ~~hotel properties,~~hotels, timeshare units or other alternate uses of portions of our existing ~~properties,~~hotels, including the development of retail, office or apartments, and including through joint ventures. There are risks inherent in any new development, including:

•We may not obtain the zoning, occupancy and other required governmental permits and authorizations necessary to complete the development. A delay in receiving these approvals could affect adversely the returns we expect to receive.

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•Any new construction involves the possibility of construction delays and cost overruns that may increase project ~~costs.~~

costs, including increased costs due to shortages of supplies as a result of supply chain disruptions.

•Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a ~~property~~hotel to be closed during the period required to ~~rectify~~remedy the defect.

•We may not be able to meet the loan covenants in any ~~financing~~indebtedness obtained to fund the new development, creating default risks.

~~Natural or manmade disasters may delay construction or increase construction costs.~~

•Risks related to change in economic and market conditions between development commencement and property stabilization.

The development of timeshare units could become less attractive due to decreases in demand for residential, fractional or interval ownership, increases in mortgage rates and/or decreases in mortgage availability, market absorption or oversupply, with the result that we may not be able to sell the timeshare units for a profit or at the prices or selling pace we initially anticipated.

In addition, to the extent that developments are conducted through joint ventures, this creates additional risks, including the possibility that our partners may not meet their financial obligations or will develop business interests, policies or objectives that are inconsistent with ours. See “—We may acquire hotel properties through joint ventures with third parties that could result in conflicts.”

Any of the above factors could affect adversely our ~~and our partners’~~ ability to complete the developments on schedule and consistent with the scope that currently is contemplated, or to achieve the intended value of these projects. ~~For these reasons, there can be no assurances as to the value to be realized by us from these transactions or any future similar transactions.~~

We do not control our hotel operations, and we are dependent on the managers of our hotels.

To maintain our status as a REIT, we are not permitted to operate or manage any of our hotels. As a result, we, through our ~~TRSs,~~taxable REIT subsidiaries, have entered into management agreements with third-party managers to operate our ~~hotel properties.~~hotels. For this reason, we are unable to directly implement strategic business decisions with respect to the daily operation and marketing of our hotels, such as decisions with respect to the setting of room rates, food and beverage pricing and certain similar matters. Although we consult with our hotel operators with respect to strategic business plans, the hotel operators are under no obligation to implement any of our recommendations with respect to these matters. While we monitor the hotel managers’ performance, we have limited recourse under our management agreements if we believe that the hotel managers are not performing adequately. The cash flow from our hotels may be affected adversely if our managers fail to provide quality services and amenities or if they or their affiliates fail to maintain a quality brand name. Because our management agreements are long-term in nature, we also may not be able to terminate these agreements if we believe the manager is not performing adequately.

From time to time, we have had, and continue to have, ~~differences~~disputes with the managers of our hotels over their performance and compliance with the terms of our management agreements. ~~We generally resolve issues with our managers through discussions and negotiations. However, if~~If we are unable to reach a satisfactory ~~results~~resolution to these disputes through discussions and negotiations, we may choose to litigate the dispute or submit the matter to third-party dispute resolution. Failure by our hotel managers to fully perform the duties agreed to in our management agreements or the failure of our managers to adequately manage the risks associated with hotel operations could affect adversely our results of operations.

In addition, our hotel managers or their affiliates manage, and in some cases own, have invested in, or provided credit support or operating guarantees, to hotels that compete with our hotels, all of which may result in conflicts of interest. As a result, our hotel managers have in the past made, and may in the future make, decisions regarding competing lodging facilities that are not or would not be in our best interest.

Furthermore, our management agreements for our brand managed properties generally have provisions that can restrict our ability to sell, lease or otherwise transfer our hotels, unless the transferee is not a competitor of the manager and the transferee assumes the related management agreements and meets other specified ~~other~~ conditions. Our ability to finance or sell our ~~properties,~~hotels, depending upon the structure of ~~such~~the transactions, may require the manager’s consent. Similarly, decisions with respect to the repositioning of a hotel, such as the outsourcing of food and beverage outlets, also may require the manager’s consent.

The ~~properties~~hotels managed by Marriott International account for most of our revenues and operating income. Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us.

On September 23, 2016, Marriott International completed its acquisition of Starwood Hotels and Resorts Worldwide, bringing Starwood’s brands under Marriott’s management. As a result of the merger, approximately 78%

Approximately 62% of our ~~properties~~hotels (as measured by ~~2017~~2023 revenues) ~~now~~ are managed or franchised by ~~Marriott.~~Marriott International. We rely on Marriott’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage and maintain our hotel operations efficiently, effectively, profitably and in compliance with the terms, responsibilities and duties of our management agreements and all applicable laws and regulations. Any adverse developments in Marriott’s business and affairs or financial condition could impair its ability to manage our ~~properties~~hotels and could have a material adverse effect on us. ~~In addition, the integration~~

Table of Starwood’s brands under Marriott management may expose us to additional risks and costs at our properties, and will place a significant burden on Marriott’s management and internal resources and the potential for diversion of its attention from the day-to-day business operations of its hotels, including hotels owned by us.

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We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.

Our third-party managers are responsible for hiring, maintaining and ~~maintaining~~managing the labor force at each of our hotels. ~~Although we~~We do not directly employ or manage employees at our consolidated hotels (other than employing, but not managing, directing or supervising, the employees at our ~~properties~~three hotels in Brazil),. However, we ~~still~~ remain subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with unionized labor. From time to time, hotel operations may be disrupted ~~as a result~~because of strikes, lockouts, public demonstrations or other negative actions and publicity. 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. We also may incur increased legal costs and indirect labor costs ~~as a result~~because of ~~contract~~ disputes involving our third-party managers and their labor ~~force or other events.~~force. The resolution of labor disputes or re-negotiated labor contracts could lead to increased labor costs, which is a significant component of our hotel operating costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. As we are not the employer nor bound by any collective bargaining agreement, we do not negotiate with any labor organization, and it is the responsibility of each ~~property’s~~hotel’s manager to enter into such labor contracts. Our ability, if any, to have any meaningful impact on the outcome of these negotiations is restricted by and dependent on the ~~individual~~ management agreement covering a specific ~~property~~hotel and we may have little or no ability to control the outcome of these negotiations.

Our hotels have an ongoing need for renovations and potentially significant capital expenditures in order to remain competitive in the marketplace, to maintain brand standards or to comply with applicable laws or regulations. The timing and costs of such renovations or improvements may result in reduced operating performance during construction and may not improve the return on these investments.

We ~~are required by our loan agreements or agreements with our hotel managers to make agreed upon capital expenditures. In addition, we will~~ need to make ~~further~~ capital expenditures ~~in order~~ to remain competitive with other hotels, to maintain the economic value of our hotels and to comply with applicable laws and regulations. We also are required by our hotel management agreements to make agreed upon capital expenditures to our hotels. The timing of these improvements can affect hotel performance, particularly if the improvements require closure of a significant number of rooms or other features of the hotels, such as ballrooms, meeting space and restaurants. These capital improvements reduce the availability of cash for other purposes and are subject to cost overruns and delays. In addition, because we depend on external sources of capital, we may not have the necessary funds to invest and, if we fail to maintain our ~~properties~~hotels in accordance with brand standards set by our managers, they may terminate the management agreement. Moreover, we may not necessarily realize a significant, or any, improvement in the performance of the hotels at which we make these investments.

~~Our~~

A large proportion of our hotels are ~~geographically concentrated~~located in a limited number of large urban cities and, accordingly, we could be disproportionately harmed by adverse changes to these markets ~~a natural disaster~~ or ~~threat of a terrorist attack.~~

~~The concentration~~events impacting these markets.

Hotels in the following cities and states represented approximately 69% of our hotels in a limited number of large urban cities exposes us to greater risk to local economic or business conditions, changes in hotel supply in these cities, and other conditions than more geographically diversified hotel companies. Hotels in2023 revenues: New York, Washington, D.C., San Diego, San Francisco, ~~Boston,~~ Florida, Hawaii, ~~Atlanta, and~~ Los Angeles ~~represented approximately 74% of our 2017 revenues.~~and Phoenix. An economic downturn, an increase in hotel supply in these cities aand markets, natural ~~disaster, a~~disasters, weather events, terrorist ~~attack~~attacks, health epidemics, or similar ~~disaster~~events in any one of these cities and markets likely would cause a decline in ~~the~~ hotel ~~market~~demand and adversely affect occupancy rates, the financial performance of our hotels in these cities and markets and our overall results of operations. For example, lodging demand in Maui, one of our largest markets by revenues, was significantly impacted by wildfires in 2023, and the effect on lodging demand is expected to continue in 2024. In addition, during the COVID-19 pandemic, large urban markets with enhanced restrictions on social gatherings, such as New York and San Francisco where we have a significant number of hotel rooms, were disproportionately impacted by the decline in lodging demand. Additionally, in September 2017, our operations in Florida and Houston were impacted negatively by Hurricanes Irma and ~~Harvey. In 2013, decreased U.S. government demand for hotel rooms (approximately 5%~~Harvey and in 2022, a majority of our ~~business)~~hotels in ~~markets such as Washington, D.C. had a negative impact on our results of operations.~~

Florida were affected by Hurricane Ian. The threat of terrorism also may negatively impact hotel occupancy and average daily rate, due to resulting disruptions in business and leisure travel patterns and concerns about travel safety. Hotels in major metropolitan areas, such as the major cities that represent our largest markets, may be particularly adversely affected due to concerns about travel safety. ~~The possibility of future attacks may hamper business and leisure travel patterns and, accordingly, the performance of our business and our operations.~~

~~The ownership of hotels outside the United States will expose us to risks related to owning hotels in those international markets.~~

As of December 31, 2017, we own directly six hotels located outside of the United States. We also are party to a joint venture that owns 11 hotels in Europe and to a joint venture that owns a non-controlling interest in seven hotels in India. We may have difficulty managing entry into new geographic markets where we have limited knowledge and understanding of the local economy, an absence of business relationships in the area, or unfamiliarity with local governmental and permitting procedures and regulations. There are risks inherent in conducting business outside of the United States, which include:

~~risks of non-compliance with varied and unfamiliar employment laws and practices;~~

tax laws, which may provide for corporate income or other taxes or tax rates that exceed those of the U.S. and which may provide that foreign earnings that are repatriated, directly or indirectly, are subject to dividend withholding tax requirements or other restrictions and which may affect our ability to repatriate non-U.S. earnings in a tax efficient manner;

~~compliance with and unexpected changes in regulatory requirements or monetary policy;~~

~~the willingness of domestic or international lenders to provide financing and changes in the availability, cost and terms of such financing;~~

~~rapid adverse changes in local, political, economic and market conditions;~~

~~the ability to obtain insurance coverage related to terrorist events;~~

~~changes of interest rates and/or currency exchange rates and hyperinflation or deflation and difficulties in hedging these risks;~~

~~regulations regarding the incurrence of debt;~~

~~difficulties involved in managing an organization doing business in many different countries; and~~

~~difficulties in complying with U.S. rules governing REITs while operating outside of the United States.~~

Any of these factors could affect adversely our ability to obtain all of the intended benefits of our international operations. If we do not effectively manage and successfully integrate the international hotels into our organization, our operating results and financial condition may be adversely affected.

We may acquire ~~hotel properties through~~or develop hotels in joint ventures with third parties that could result in conflicts.

We have made investments in joint ventures, such as our 2022 joint venture with Noble Investment Group, LLC, and are exploring further investment or development opportunities. We may, from time to time, invest as a co-venturer in other entities ~~holding hotel properties~~owning hotels instead of purchasing them directly. We also may sell interests in existing ~~properties~~hotels or existing entities to a third party as part of forming a joint venture with the third party. Investments in joint ventures may involve

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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. Co-venturers ~~often~~may control or share control over the ~~operation~~operations of a joint venture. Actions by a co-venturer also could subject the ~~assets~~hotels to additional risks ~~as a result of any of the following circumstances:~~

because our co-venturer might have economic or business interests or goals that are inconsistent with our ~~or the joint venture’s,~~ interests or ~~goals; or~~

~~our co-venturer may be in a position to take action contrary to our instructions or requests, or contrary to our policies or objectives.~~

~~For certain joint ventures, we might not be able to take action without the approval of our joint venture partners.~~goals. Disputes between us and our partners or co-venturers may result in litigation ~~or arbitration~~ that would increase our expenses and may negatively impact ~~operations.~~

Although our joint ventures may generate positive cash flow, in some cases they may be unable to distribute cash flow to the joint venture partners due to tax laws or other restrictions on our ability to repatriate non-U.S. earnings in a tax efficient manner. Additionally, in some cases our joint venture partners share control over distributions and may choose to retain capital in the joint venture rather than to distribute it. Because our ability to generate liquidity from our joint ventures depends in part on their ability to distribute capital to us, our failure to receive distributions from our joint ventures could reduce our cash flow return on these investments.

~~The growth of internet reservation channels could adversely affect our business.~~

~~A significant percentage of~~ hotel rooms for individual or “transient” customers are booked through internet travel intermediaries. Search engines 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 revenues and profitability. 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 operating our hotels. Also, although internet travel intermediaries traditionally have competed to attract transient business rather than group and convention business, in recent years they have expanded their business to include marketing to large group and convention business. If that growth continues, it could both divert group and convention business away from our hotels and also increase our cost of sales for group and convention business. Consolidation of internet travel intermediaries, and the entry of major internet companies into the internet travel bookings business, also could divert bookings away from the websites of our hotel managers and increase our cost of sales.

~~Full insurance recovery for terrorist acts may not be possible.~~

We generally obtain terrorism insurance to cover property damage caused by acts of terrorism under separate standalone policies of insurance as well as policies on U.S. properties which currently are subject to U.S. federal government cost sharing as provided in the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”), which has been extended through December 31, 2020. We also have terrorism insurance under our general liability program and in our program for directors’ and officers’ coverage. We also obtain terrorism insurance to cover some of our foreign properties through insurance programs involving or administered by foreign governments. We may not be able to recover fully under our existing terrorism insurance policies for losses caused by some types of terrorist acts, and neither U.S. nor foreign terrorism insurance legislation or regulations ensure that we will be able to obtain terrorism insurance in adequate amounts or at acceptable premium levels in the future.

TRIPRA distinguishes between “direct insurers” (those which write policies directly insuring commercial businesses) and “reinsurers” (those which issue policies to direct insurers, absorbing some of the risk in the direct insurers’ policies). TRIPRA requires direct insurers to offer terrorism insurance, except for nuclear, biological, chemical and radiological (“NBCR”) perils and most direct insurers have been unwilling to provide NBCR coverage, even with government reimbursement. TRIPRA does not require reinsurers to provide any terrorism coverage. Any damage related to war and to NBCR incidents, therefore, is excluded under policies covering

operations.

our U.S. properties. Moreover, many of our foreign properties also are not covered against NBCR perils. We obtain a certain amount of property insurance coverage on our U.S. properties for NBCR perils through our wholly-owned subsidiary that acts as our direct insurer against such perils to the extent of reimbursement under TRIPRA. We ultimately are responsible for any loss borne by our insurance subsidiary.

As a result of the above, there remains uncertainty regarding the adequacy and cost of terrorism coverage that will be available to protect our interests in the event of terrorist attacks that impact our properties.

Some potential losses are not covered by insurance.

We ~~or our hotel managers,~~ carry comprehensive insurance coverage for ~~general liability,~~ property, business interruption, terrorism, and other risks with respect to all of our hotels and other properties. We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties. Certain coverages related to hotel managers’ employer status, such as worker's compensation, are insured under the hotel manager’s policies. These policies offer coverage features and insured limits that we believe are customary for similar types of 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 amount of insurance proceeds we can receive. Sub-limits exist for certain types of claims, such as service interruption, debris removal, expediting costs, landscaping replacement, and certain natural disasters such as earthquakes, floods and hurricanes, and may be subject to annual aggregate coverage limits. The dollar amounts of these sub-limits are significantly lower than the dollar amounts of the overall coverage limit. In this regard, hotels in certain of our markets, including California, Florida, Hawaii, Houston, New Orleans and Seattle, have in the past been and continue to be particularly susceptible to damage from natural ~~disasters.~~disasters and the applicable sub-limits are significantly lower than the total value of the hotels we own in states where natural disasters are possible. Recovery under the applicable policies also is subject to substantial deductibles, ~~and complex calculations~~either fixed or as a percentage of ~~lost business income.~~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, 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 of the claims from each of our properties resulting from a particular insurable ~~event~~occurrence must be combined for purposes of evaluating whether the aggregate limits and sub-limits ~~contained~~provided in our policies have been exceeded and, in the case where the manager of one of our hotels provides this coverage, any such claims will be combined with the claims of other owners participating in the manager’s program for the same purpose.exceeded. Therefore, if an insurable ~~event occurs that~~occurrence affects more than one of our hotels, ~~or, in the case of hotels where coverage is provided by the manager, affects hotels owned by others,~~ the claims from each affected hotel will be added together to determine whether the aggregate limit or sub-limits, depending on the type of claim, have been reached. Each affected hotel may only ~~may~~ receive a proportional share of the amount of insurance proceeds provided for under the policy if the total value of the loss exceeds the aggregate limits available. For example, if a hurricane were to cause widespread damage to 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 ~~as a result,~~ we may be even less likely to receive complete coverage for risks that affect multiple properties, such as earthquakes, hurricanes, or certain types of terrorism.

We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by Hurricane Ian in September 2022, as well as to our Maui hotels caused by the August 2023 wildfires, as further discussed in "Item 8. Financial Statements and Supplementary Data – Note 17. Legal Proceedings, Guarantees and Contingencies.”

In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage ~~limits~~ of our policies or may be uninsurable or too expensive to justify coverage. Also, insurance coverage for war, infectious disease, and nuclear, biological, chemical and radiological perils is extremely limited. We also may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our ~~policy.~~policy, which may require litigation. Should a loss in excess of insured limits or an uninsured loss occur, or should we be unsuccessful in obtaining coverage from an insurance carrier, we could lose all or a part of the capital we have invested in a ~~property,~~hotel, as well as ~~the~~its anticipated future ~~revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.~~

revenues.

Cyber threats and the risk of data breaches or disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, could materially adversely affect our ~~business.~~

business and results.

Our ~~third party~~third-party hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information. These complex networks include reservation systems, vacation exchange systems, hotel management systems, customer databases, call centers, administrative systems, and ~~third party~~third-party vendor systems. These systems require the collection and retention of large volumes of personally identifiable information of hotel guests, including credit card numbers and passport numbers. Our hotel managers may store and process such customer information as well as proprietary ~~and customer~~ information both on systems

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located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment. These information networks and systems ~~can be~~are vulnerable to ~~threats~~numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or ~~business disruption;~~operational disruption (e.g., due to ransomware); cyber-terrorism; viruses, worms or other malicious software programs; ~~and~~social engineering (e.g., phishing); employee error, negligence, malfeasance or ~~fraud.~~ fraud; and misconfigurations, "bugs" or other vulnerabilities in software and hardware.

These threats can be introduced in any number of ways, including through third parties accessing our hotel managers’ information networks and systems or by exploiting vulnerabilities in third-party software, technologies, tools, services or systems. The risks from these cyber threats are significant. Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018. The UK Information Commissioner's Office has fined Marriott £18.4 million, and Marriott remains subject to other lawsuits and investigations arising around the world. Marriott has also experienced other, lesser data breaches since 2018 as well. No assurances can be made as to the outcome of these data breach lawsuits or investigations.

We rely on the security systems of our managers to maintain hotel operations and to protect proprietary and hotel customer ~~information from these threats.~~information. Any compromise of our managers’ or their critical third-party networks could result in a disruption to our managers’ operations, such as ~~disruptions~~the disruption in fulfilling guest reservations, delayed bookings or sales, or lost guest ~~reservations.~~reservations, or compromises to information. Any of these events could, in turn, result in disruption of the operations of the hotels that we own that are managed by them, in increased costs ~~and in~~(e.g., to comply with regulatory requirements or to remediate systems), potential litigation (including class actions), and regulatory enforcement and liability. All of our major hotel management companies and a majority of our ~~third party~~third-party operators maintain insurance against cyber threats. However, these policies provide varying limits and may be subject to ~~sub limits~~sub-limits for certain types of claims, and it is not expected that these policies will provide a total recovery of all potential losses. In addition, public disclosure, or loss of customer or proprietary information, ~~could~~such as disclosed by Marriott in November 2018, may result in damage to

the manager’s reputation and a loss of confidence among hotel guests and result in reputational harm for the hotels owned by us and managed by them, which may have a material adverse effect on our future business, financial condition and results of operations.

In addition to the information technologies and systems of our managers used to operate our hotels, we have our own corporate technologies and systems that are used to access, store, transmit, and manage or support a variety of our business ~~processes.~~processes and proprietary information. There can be no assurance that the security measures we, our managers or third-party providers have taken to protect ~~the contents of these~~ systems and information will ~~prevent~~be fully implemented, complied with or effective in detecting or preventing failures, inadequacies or interruptions in system services or that system security will not be breached through physical or electronic break-ins, computer viruses, and attacks by ~~hackers.~~ hackers or insiders. This is particularly so because cyberattack methodologies change frequently or are often not recognized until launched. We, our managers and third-party providers may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools (including artificial intelligence and machine learning) that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence. Further, any adoption of artificial intelligence by us or by third parties may pose new security challenges.

Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, ~~use,~~our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, could have a material adverse effect on our business ~~our~~or financial reporting, ~~and compliance, and~~ subject us to liability claims or regulatory penalties, which amounts could be ~~significant. While we~~significant as the White House, SEC, and other regulators have ~~our own~~increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation. We currently maintain cyber insurance, which includes coverage for third-party liability (damages and settlements to third parties) and first-party loss (costs incurred by us in response to a network security or privacy event). However, as with our operator’s coverage, our policy is subject to ~~address these exposures,~~limits and sub-limits for certain types of claims and we do not expect itthat this policy will cover all the losses that we could experience from these exposures.

~~Litigation judgments~~

In addition, data privacy and cybersecurity rules, regulations and industry standards are rapidly evolving. Evolving U.S. privacy and security laws, such as the California Consumer Privacy Act and similar laws being enacted or ~~settlements could have a~~already in force in other states, are imposing significant ~~adverse effect~~requirements on ~~our financial condition.~~

~~We are involved in various legal proceedings~~companies and, in the ~~ordinary course~~California Consumer Privacy Act's case, providing a private right of ~~business~~action with statutory damages available to plaintiffs for certain types of data breaches. Failure to comply with current and ~~are vigorously defending these claims; however, no assurances can be given as~~future laws, industry standards and other legal obligations or any security

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incident resulting in operational disruptions and/or the unauthorized access to, ~~the outcome~~or acquisition, release or transfer of ~~any pending legal proceedings. We believe, based on currently available~~personal information ~~that the results of such proceedings,~~may result in ~~the aggregate, will not have~~governmental enforcement actions, litigation, fines and penalties and adverse publicity and could cause a material adverse effect on ~~our financial condition, but might be material to our operating results for any particular period, depending, in part, upon~~both the ~~operating results for such period. We also could become the subject of future claims by the operators~~managers of our hotels ~~individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities~~ and ~~these claims could have a significant adverse effect on our financial condition and performance.~~

~~We depend on our key personnel.~~

Our continued success depends on the efforts and abilities of our executive officers and other key personnel. None of our key personnel have employment agreements and we do not maintain key person life insurance for any of our executive officers. These individuals are important to our business and ~~strategy~~results of operations. We and our managers also may be required to invest significant resources to comply with regulatory requirements, to enhance our information security controls, and to ~~the extent that~~investigate and remediate any ~~of them departs and is not replaced with a qualified substitute, such person’s departure could harm our operations and financial condition.~~

~~Exchange rate fluctuations could affect adversely our financial results.~~

Currency exchange rate fluctuations could affect our results of operations and financial position. We generate revenue and expenses in such foreign currencies as the Euro, the Canadian dollar, the Mexican peso, the British pound sterling, the Swedish krona, the Brazilian real and the Indian rupee. Although we may enter into foreign exchange agreements with financial institutions and/or obtain local currency mortgage debt in order to reduce our exposure to fluctuations in the value of these and other foreign currencies, these transactions, if entered into, will not eliminate entirely that risk. To the extent that we are unable to match revenue received in foreign currencies with expenses paid in that same currency, exchange rate fluctuations could have a negative impact on our results of operations and financial condition. Additionally, because our consolidated financial results are reported in U.S. dollars, if we generate revenues or earnings in other currencies, the conversion of such amounts to U.S. dollars can result in an increase or decrease of the amount of our revenues or earnings as a result of exchange rate fluctuations.

Similarly, changes in the exchange rates of foreign currencies against the U.S. dollar can result in increases or decreases in demand at our U.S. properties from international travelers coming to the United States. Because of the concentration of our hotels in major U.S. cities, we may have more exposure to fluctuations in international travel to the United States than other lodging companies without investments located as heavily in these markets.

security vulnerabilities.

Applicable REIT laws may restrict certain business activities.

As a REIT, each of Host Inc. and its subsidiary REIT is subject to various restrictions on the types of ~~income~~revenues it can earn, assets it can own and activities in which it can engage. Business activities that could be restricted by applicable REIT laws include, but are not limited to, developing alternative uses of real estate and the ownership of hotels that are not leased to a ~~TRS,~~taxable REIT subsidiary (“TRS”), including the development and/or sale of timeshare or condominium units or the related land parcels. Due to these restrictions, we anticipate that we will continue to conduct certain business activities, including, but not limited to, those mentioned above, in one or more of our ~~TRSs.~~TRS. Our ~~TRSs~~TRS are taxable as ~~regular~~ C corporations and are subject to federal, state, local, and, if applicable, foreign taxation on their taxable income.

~~Environmental problems are possible and can be costly.~~

Our properties are subject to requirements and potential liabilities under various foreign and U.S. federal, state and local environmental laws, ordinances and regulations. Unidentified environmental liabilities could arise and have a material adverse effect on our financial condition and performance. Additionally, even after we have sold a property, we may be liable for environmental liabilities that occurred during our ownership. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at the property. The owner or operator may be required to pay a governmental entity or third parties for property damage, and for investigation and remediation costs incurred by the parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site. Environmental laws also govern the presence, maintenance and removal of toxic or hazardous substances. These laws require that owners or operators of buildings properly manage and maintain these substances and notify and train those who may come into contact with them and undertake special precautions. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to toxic or hazardous materials.

We face possible risks associated with natural disasters and the physical effects of climate change.

~~Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock.~~

We have in the past issued and may in the future issue additional shares of common stock to raise the capital necessary to finance hotel acquisitions, fund capital expenditures, refinance debt or for other corporate purposes. Sales of a substantial number of shares of Host Inc.’s common stock, or the perception that sales could occur, could affect adversely prevailing market prices for Host Inc.’s common stock. In addition, holders of OP units who redeem their units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2017, there are approximately 8.2 million Host LP OP units outstanding that are owned by third parties and are redeemable, which represents approximately 1% of all outstanding units. Further, a substantial number of shares of Host Inc.’s common stock have been and will be issued or reserved for issuance from time to time under our employee benefit plans. As of December 31, 2017, we maintain two stock-based compensation plans: (i) the comprehensive stock plan, whereby we may award to participating employees and directors restricted units or shares of common stock, options to purchase common stock and deferred shares of common stock, and (ii) an employee stock purchase plan. At December 31, 2017, there were approximately 14 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan and 0.6 million outstanding options exercisable with a weighted average exercise price of $18.98 per share.

~~Our earnings and cash distributions will affect the market price of shares of Host Inc.’s common stock.~~

We believe that the market value of a REIT’s equity securities is based primarily upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales, acquisitions, development or refinancings, and secondarily is based upon the value of the underlying assets. For that reason, shares of Host Inc.’s common stock may trade at prices that are higher or lower than its net asset value per share. To the extent that we retain operating cash flow for investment purposes, working capital reserves or other purposes, rather than distributing the cash flow to stockholders, these retained funds, while increasing the value of our underlying assets, may impact negatively the market price of Host Inc.’s common stock. Our failure to meet the market’s expectation with regard to future earnings and cash distributions likely would affect adversely the market price of Host Inc.’s common stock.

To qualify as a REIT, each of Host Inc. and our subsidiary REIT is required to satisfy the requirements of several asset and gross income tests. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which assets are not susceptible to a precise determination of fair market value, and for which we will not obtain independent appraisals. Our compliance with the REIT asset and gross income ~~test~~tests requirements also depends upon our ability to successfully manage the composition of our gross income and assets on an ongoing basis. Accordingly, there can be no assurance that the U.S. Internal Revenue Service (the “IRS”) will not contend that our hotel leases, interests in subsidiaries, or interests in the securities of other issuers will not cause a violation of the REITgross income and asset ~~test~~tests requirements.

or through private transactions or by other means, including principal transactions with various financial institutions, ~~like~~ accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended. 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. No repurchases were made in 2017.~~

~~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~~

~~Maximum Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs~~

~~(in millions)~~

~~October 1, 2017 – October 31, 2017~~

—

~~$500~~

~~November 1, 2017 – November 30, 2017~~

—

~~$500~~

~~December 1, 2017 – December 31, 2017~~

—

~~$500~~

~~Total~~

—

discretion, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition.”


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)
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

~~Fourth Quarter 2017 Host Inc. Sales~~

___________

*Prices shown are exclusive of ~~Unregistered~~commissions paid.

Item 5. Market for Registrant’s Common OP Units, Related Unitholder Matters and Issuer Purchases of Equity Securities

~~On November 20, 2017, Host Inc. issued 1,744 shares of common stock to Fidelity Investments Charitable Gift Fund in exchange~~ for ~~1,708 OP units of~~ Host L.P. held by Fidelity Investments Charitable Gift Fund. All shares were issued pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act. The number of shares issued was based on the current conversion factor of 1.021494 common shares per OP unit.

~~Item 5.~~

~~Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.~~

There is no established public trading market for our common OP units and transfers of common OP units are restricted by the terms of Host L.P.’s partnership agreement. ~~The following table sets forth, for the fiscal periods indicated, Host L.P.’s distributions declared per common OP unit:~~

Distributions Declared
Per Common Unit

2016

2017

1^st Quarter
$
0.2043

$
0.2043

2^nd Quarter

0.2043

0.2043

3^rd Quarter

0.2043

0.2043

4^th Quarter

0.2554

0.2554

The number of holders of record of Host L.P.’s common OP units on February ~~21, 2018~~23, 2024 was ~~1,271.~~1,051. The number of outstanding common OP units as of February ~~21, 2018~~23, 2024 was ~~734,110,749~~698,324,144, of which ~~725,916,218~~688,824,612 were owned by Host Inc. ~~Under the terms~~

Fourth Quarter 2023 Host L.P. Purchases of certain of our senior notes and the credit facility, Host L.P.’s ability to make distributions and other payments is dependent on its ability to satisfy certain financial requirements. In addition, under the terms of Host L.P.’s preferred OP units, we are not permitted to make distributions on ourEquity Securities


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 OP Units that May Yet Be Purchased Under the Plans or Programs (in millions)
October 1, 2023 – October 31, 2023	14,775	*	1.021494 shares of Host Hotels & Resorts, Inc. common stock	—	—
November 1, 2023 – November 30, 2023	1,864,814	**	1.021494 shares of Host Hotels & Resorts, Inc. common stock	—	—
December 1, 2023 – December 31, 2023	22,717	*	1.021494 shares of Host Hotels & Resorts, Inc. common stock	—	—
Total	1,902,306			—	—

___________

*Reflects common OP units ~~unless all cumulative distributions have been paid on our preferred~~offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.

**Reflects (i) 1,863,106 common OP ~~units. See Part II~~ 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.

Item 6. Reserved

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Item 7. ~~“Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition” and Part I Item 1A. “Risk Factors—Financial Risks and Risks of Operation— The terms of our indebtedness and preferred units place restrictions on us and our subsidiaries and these restrictions reduce our operational flexibility and create default risks.”

~~Fourth Quarter 2017 Host L.P. Purchases of Equity Securities~~

~~Period~~

~~Total Number of~~
~~OP Units Purchased~~

~~Average Price~~

~~Paid Per Unit~~

~~Total Number of OP~~
~~Units Purchased as Part of~~
~~Publicly Announced~~
~~Plans or Programs~~

~~Maximum number (or Approximate Dollar Value)~~
~~of Units that~~
~~May Yet Be Purchased~~
~~Under the Plans or Programs~~

~~(in millions)~~

~~October 1, 2017 — October 31, 2017~~

~~9,633~~

~~1.021494 shares of Host Inc. Common Stock~~

—

~~November 1, 2017 — November 30, 2017~~

~~69,323~~

~~1.021494 shares of Host Inc. Common Stock~~

—

~~December 1, 2017 — December 31, 2017~~

~~3,258~~

~~1.021494 shares of Host Inc. Common Stock~~

—

~~Total~~

~~82,214~~

—

Operations

*	~~Reflects common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock.~~

~~Item 6.~~

~~Selected Financial Data (Host Hotels & Resorts, Inc.)~~

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, Inc. for the five years ended December 31, 2017 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

Calendar year

2017

2016

2015

2014

2013

(in millions, except per share amounts)

Income Statement Data:

Revenues

$
5,387

$
5,430

5,350

$
5,321

$
5,134

Income from continuing operations

571

771

565

741

206

Income from discontinued operations, net of
tax ⁽¹⁾

—

—

—

—

115

Net income

571

771

565

741

321

Net income attributable to Host Hotels & Resorts, Inc.

564

762

558

732

317

Basic earnings per common share:

Continuing operations

.76

1.03

.74

.97

.27

Discontinued operations ⁽¹⁾

—

—

—

—

.16

Basic earnings per common share

.76

1.03

.74

.97

.43

Diluted earnings per common share:

Continuing operations

.76

1.02

.74

.96

.27

Discontinued operations ⁽¹⁾

—

—

—

—

.15

Diluted earnings per common share

.76

1.02

.74

.96

.42

Dividends declared per common share

.85

.85

.80

.75

.46

Balance Sheet Data:

Total assets

$
11,693

$
11,408

$
11,656

$
12,043

$
12,642

Debt

3,954

3,649

3,867

3,807

4,569

___________

~~(1)~~

Discontinued operations reflects the operations of properties that were classified as held for sale prior to 2014, including the results of operations of properties prior to their disposition and the gain or loss on those dispositions.

~~Item 6.~~

~~Selected Financial Data (Host Hotels & Resorts, L.P.)~~

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, L.P. for the five years ended December 31, 2017 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

Calendar year

2017

2016

2015

2014

2013

(in millions, except per unit amounts)

Income Statement Data:

Revenues

$
5,387

$
5,430

$
5,350

$
5,321

$
5,134

Income from continuing operations

571

771

565

741

206

Income from discontinued operations, net of
tax ⁽¹⁾

—

—

—

—

115

Net income

571

771

565

741

321

Net income attributable to Host Hotels & Resorts, L.P.

571

771

565

741

321

Basic earnings per common unit:

Continuing operations

.78

1.05

.76

.99

.28

Discontinued operations ⁽¹⁾

—

—

—

—

.15

Basic earnings per common unit

.78

1.05

.76

.99

.43

Diluted earnings per common unit:

Continuing operations

.78

1.05

.76

.99

.28

Discontinued operations ⁽¹⁾

—

—

—

—

.15

Diluted earnings per common unit

.78

1.05

.76

.99

.43

Distributions declared per common unit

.868

.868

.817

.766

.470

Balance Sheet Data:

Total assets

$
11,693

$
11,408

$
11,656

$
12,043

$
12,642

Debt

3,954

3,649

3,867

3,807

4,569

___________

~~(1)~~

~~Item 7.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

This discussion focuses on our financial condition and results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022. For a discussion and analysis of the year ended December 31, 2022 compared to the same period in 2021, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2022, filed with the SEC on February 22, 2023.

Overview

Host Inc. operates as a self-managed and self-administered REIT that owns ~~properties~~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, ~~2017.~~2023. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners. Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

Host Inc. is the largest lodging REIT in NAREIT’s composite index and one of the largest owners of luxury and upper upscale ~~hotel properties.~~hotels. As of February ~~21, 2018,~~23, 2024, we own 9377 hotels in the United States, Canada and ~~internationally~~Brazil and have minority ownership interests in an additional 2135 hotels through joint ventures in the United States ~~Europe~~ and ~~the Asia/Pacific region.~~in India. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry. ~~The majority~~Most of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations.

Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately ~~60%~~61%, ~~34%~~35%, and 6%4%, respectively, of our ~~2017~~2023 room sales. Transient business broadly represents individual business or leisure travelers. Business travelers make up the majority of transient demand at our hotels. Therefore, we will be significantly more affected by trends in business travel than trends in leisure demand. For a discussion of our customer categories, see ““Item 1 Business – Our Customers”.

Understanding Our Performance

Our Revenues and Expenses. Our hotels are operated by third-party managers under long-term agreements, pursuant to which they typically earn base and incentive management fees based on the levels of revenues and profitability of each ~~individual~~ hotel. We provide operating funds, or working capital, which the managers use to purchase inventory and to pay wages, utilities, property taxes and other hotel-level expenses. We generally receive a cash distribution from our hotel managers each month, which distribution reflects hotel-level sales less property-level operating expenses (excluding depreciation).

Operations from our domestic portfolio account for approximately 98% of our total revenues and 2% relate to our ~~international hotels.~~five hotels in Canada and Brazil. The following table presents the components of our hotel ~~revenue~~revenues as a percentage of our total revenue:


		% of ~~2017~~ 2023 Revenues
		•	Rooms ~~revenue.~~revenues. Occupancy and average daily room rate are the major drivers of rooms ~~revenue.~~revenues. The business mix of the hotel (group versus transient and retail versus discount business) is a significant driver of room rates.	61		~~65%~~	%

•	Food and beverage ~~revenue.~~revenues. Food & beverage ~~revenue consists~~revenues consist of ~~revenue~~revenues from group functions, which may include banquet ~~revenue~~revenues and audio and visual ~~revenue,~~revenues, as well as outlet ~~revenue~~revenues from the restaurants and lounges at our ~~properties.~~ hotels.	30		~~29%~~	%

•	Other ~~revenue.~~revenues. Occupancy, the nature of the ~~property~~hotel (e.g., ~~resort, etc.)~~resort) and its price point are the main drivers of other ancillary ~~revenue,~~revenues, such as attrition and ~~cancellation,~~cancelation fees, resort and destination fees, parking, golf ~~course, spa,~~courses, spas, entertainment and other guest services. This category also includes ~~retail and apartment~~other rental ~~revenue.~~ revenues.	9		6%	%

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Hotel operating expenses represent approximately ~~98%~~99% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and expenses:


		% of ~~2017~~ 2023 Operating Costs and Expenses
		•	Rooms ~~expense.~~expenses. These costs include housekeeping, reservation systems, room supplies, laundry services and front desk costs. Occupancy is the major driver of rooms ~~expense.~~expenses. These costs can increase based on increases in salaries and wages, as well as on the level of service and amenities that are provided.	18		~~19%~~	%

•	Food and beverage ~~expense.~~expenses. These expenses primarily include food, beverage and the associated labor costs and will correlate closely with food and beverage ~~revenue.~~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.	23		~~23%~~	%

•	Other departmental and support ~~expenses.~~expenses. These expenses include labor and other costs associated with other ancillary ~~revenue,~~revenues, such as parking, golf courses, spas, entertainment and other guest services, as well as labor and other costs associated with administrative departments, allocated brand costs, sales and marketing, repairs and minor maintenance and utility costs.	29		~~27%~~	%

•	Management ~~fees.~~fees. Base management fees are computed as a percentage of gross ~~revenue.~~revenues. Incentive management fees generally are paid when operating profits exceed certain thresholds.	5		5%	%

•	Other property-level ~~expenses.~~expenses. These expenses consist primarily of real and personal property taxes, ground rent, equipment rent and property insurance. Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenues at our hotels.	9		8%	%

•	Depreciation and amortization ~~expense.~~expense. This is a non-cash expense that changes primarily based on the acquisition and disposition of ~~hotel properties~~hotels and the amounts of historical capital expenditures. This component also can include impairment expense.	15		~~16%~~	%

The expense components listed above are based on those presented in our consolidated statements of operations. It also is worth noting that wage and benefit costs are spread among various line items. Taken separately, these costs represent approximately 57% of our rooms, food and beverage, and other departmental and support expenses.

Key Performance Indicators. The following key performance indicators commonly are ~~commonly~~ used in the hospitality ~~industry:~~

industry and we believe provide useful information to management and investors in order to compare our performance with the performance of other lodging REITS:

•hotel occupancy (a is a volume ~~indicator);~~

indicator based on the percentage of available room nights that are sold;

•average daily rate(“ADR”) is a price indicator calculated by dividing ~~room revenue~~rooms revenues by the number of rooms sold;

~~revenue~~•revenues per available room (“RevPAR”) is used to evaluate hotel operations. RevPAR is defined as the product of the average daily room rate charged and the average daily occupancy achieved. RevPAR does not include food and beverage, parking, or other guest service revenues generated by the ~~property.~~hotel. Although RevPAR does not include these ancillary revenues, it is considered a key indicator of core revenues for many hotels; and

•total ~~revenue~~revenues per available room (“Total RevPAR”) is a summary measure of hotel results calculated by dividing the sum of ~~room,~~rooms, food and beverage and other ancillary ~~service revenue~~services revenues by room nights available to guests for the period. It includes ancillary revenues that are not included ~~within~~in the calculation of RevPAR.

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RevPAR changes that are driven by occupancy have different implications on overall revenue levels, as well as incremental operating profit, than do changes that are driven by average room rate. For example, increases in occupancy at a hotel will lead to increases in ~~room~~rooms revenues and ancillary revenues, such as food and beverage ~~revenue,~~revenues, as well as additional incremental costs (including housekeeping services, utilities and room amenity costs). RevPAR increases due to higher room rates, however, will not result in additional room-related costs, ~~with the exception of~~except those charged as a percentage of ~~revenue.~~revenues. As a result, changes in RevPAR driven by increases or decreases in average room rates have a greater effect on profitability than do changes in RevPAR caused by occupancy levels.

In discussing our operating results, we present RevPAR and certain other financial data for our hotels on a comparable hotel basis. Comparable hotels are those properties that we have owned for the entirety of the reporting periods being compared and which operations have been included in our consolidated results. Comparable hotels do not include the results of properties acquired or sold, or that incurred business interruption due to significant property damage or large scale capital improvements. We also present

RevPAR separately for our comparable consolidated domestic and international (both on a nominal and constant dollar basis) hotels, as well as for our joint venture in Europe. We provide RevPAR results in constant currency due to the number of consolidated properties we have internationally and the effect that exchange rates have on our reporting. We use constant currency because we believe it is useful to investors as it provides clarity on how the hotels are performing in their local markets. For all other measures (net income, operating profit, EBITDA, FFO, etc.), our discussion refers to nominal US$, which is consistent with our financial statement presentation under U.S. generally accepted accounting principles (“GAAP”).

We also evaluate the performance of our business through certain non-GAAP financial measures. Each of these non-GAAP financial measures should be considered by investors as supplemental measures to GAAP performance measures such as total revenues, operating profit, net income and earnings per share. We provide a more detailed discussion of these non-GAAP financial measures, how management uses such measures to evaluate our financial condition and operating performance and a discussion of certain limitations of such measures in “—Non-GAAP Financial Measures.” Our non-GAAP financial measures include:

•NAREIT Funds From Operations (“FFO”) and Adjusted FFO per diluted share. We use NAREIT FFO and Adjusted FFO per diluted share as supplemental measures of company-wide profitability. NAREIT adopted FFO ~~in order~~ to promote an industry-wide measure of REIT operating performance. We also adjust NAREIT FFO for gains and losses on extinguishment of debt, certain acquisition costs, ~~and~~ litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business.

•Comparable ~~Hotel~~hotel EBITDA. Hotel EBITDA measures property-level results before debt service, depreciation and ~~corporate~~corporate-level expenses (as this is a property level measure) and is a supplemental measure of aggregate property-level profitability. We use ~~Hotel~~comparable hotel EBITDA and associated margins to evaluate the profitability of our comparable hotels.

•EBITDA, EBITDAre and Adjusted EBITDAre. Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) is a supplemental measure of our operating performance and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. NAREIT adopted EBITDA for real estate (“EBITDAre”) in order to promote an industry-wide measure of REIT operating performance. We also adjust ~~EBITDAre~~EBITDAre for property insurance gains, ~~the cumulative effect of a change in accounting principle,~~certain acquisition costs, ~~and~~ litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted ~~EBITDAre”~~EBITDAre”).

Summary of ~~2017~~2023 Operating Results

The following table reflects certain line items from our audited consolidated statements of operations and the significant operating statistics for the ~~three~~two years ended December 31, ~~2017~~2023 (in millions, except per share and hotel statistics):

~~Historical Income Statement Data:~~

Change

Change

2017

2016

2016 to 2017

2015

2015 to 2016

Total revenues

$
5,387

$
5,430

(0.8
)%

$
5,350

1.5
%
Net income

571

771

(25.9
)%

565

36.5
%
Operating profit

676

684

(1.2
)%

631

8.4
%
Operating profit margin under GAAP

12.5
%

12.6
%

(10
bps)

11.8
%

80
bps
EBITDAre

$
1,510

$
1,483

1.8
%

$
1,421

4.4
%
Adjusted EBITDAre

$
1,510

$
1,482

1.9
%

$
1,420

4.4
%

Diluted earnings per share

$
.76

$
1.02

(25.5
)%

$
.74

37.8
%
NAREIT FFO per diluted share

1.68

1.69

(0.6
)%

1.49

13.4
%
Adjusted FFO per diluted share

1.69

1.69

—

1.54

9.7
%


Historical Income Statement Data:
	2023			2022			Change
Total revenues	$	5,311		$	4,907		8.2	%
Net income	752			643			17.0	%
Operating profit	827			775			6.7	%
Operating profit margin under GAAP	15.6		%	15.8		%	(20)	bps
EBITDAre ⁽¹⁾	$	1,632		$	1,504		8.5	%
Adjusted EBITDAre ⁽¹⁾	1,629			1,498			8.7	%

Diluted earnings per common share	$	1.04		$	0.88		18.2	%
NAREIT FFO per diluted share ⁽¹⁾	1.92			1.79			7.3	%
Adjusted FFO per diluted share ⁽¹⁾	1.92			1.79			7.3	%

Comparable Hotel Data:

2017 Comparable Hotels (1)

2016 Comparable Hotels (1)

Change

Change

2017

2016

2016 to 2017

2016

2015

2015 to 2016

Comparable hotel revenues

$
4,840

$
4,808

0.7
%

$
4,908

$
4,776

2.8
%
Comparable hotel EBITDA

1,348

1,334

1.0
%

1,364

1,289

5.8
%
Comparable hotel EBITDA margin

27.85
%

27.75
%

10
bps

27.8
%

27.0
%

80
bps
Change in comparable hotel RevPAR -
     Constant US$ ⁽²⁾

1.3
%

2.7
%

Change in comparable hotel RevPAR -
     Nominal US$⁽²⁾

1.4
%

2.5
%

Change in comparable domestic
     RevPAR

1.7
%

2.5
%

Change in comparable international
     RevPAR - Constant US$ ⁽²⁾

(12.2
)%

7.8
%

___________

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~~(1)~~

Comparable hotel operating statistics for 2017 and 2016 are based on 87 comparable hotels as of December 31, 2017, while the comparable hotel operating statistics for 2016 and 2015 are based on 88 comparable hotels as of December 31, 2016.


Comparable Hotel Data:
	2023 Comparable Hotels ⁽¹⁾
	2023			2022			Change
Comparable hotel revenues ⁽¹⁾	$	5,169		$	4,773		8.3	%
Comparable hotel EBITDA ⁽¹⁾	1,557			1,520			2.4	%
Comparable hotel EBITDA margin ⁽¹⁾	30.1		%	31.8		%	(170)	bps
Comparable hotel Total RevPAR ⁽¹⁾	$	344.63		$	318.25		8.3	%
Comparable hotel RevPAR ⁽¹⁾	211.71			195.87			8.1	%

~~(2)~~

~~For a discussion of our constant US$ and nominal US$ presentation, see “—Comparable Hotel Operating Statistics.”~~

___________

~~Revenue~~

(1)EBITDAre, Adjusted EBITDAre, NAREIT FFO per ~~Available Room~~

~~In 2017,~~diluted share and Adjusted FFO per diluted share and comparable hotel operating results (including hotel revenues and hotel EBITDA and margins) are non-GAAP financial measures within the meaning of the rules of the SEC. See “Non-GAAP Financial Measures” and “Comparable Hotel Operating Statistics and Results” for more information on ~~a constant US$ basis,~~these measures, including why we believe these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures. Additionally, comparable hotel results and statistics are based on 75 comparable hotels as of December 31, 2023 and include adjustments for non-comparable hotels, dispositions and acquisitions. See "Comparable Hotel RevPAR Overview" for results of the portfolio based on our ownership period, without these adjustments.

Revenues

Total revenues increased $404 million, or 8.2%, compared to 2022, due to increased demand at our ~~comparable hotels~~convention and downtown properties, partially offset by some moderation at our resort properties. Comparable hotel RevPAR increased ~~1.3%~~8.1%, compared to ~~2016, representing~~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 ~~eighth consecutive~~ year as the increase in rooms revenues was supplemented with growth in both food and beverage revenues and other revenues (see “Statement of ~~positive RevPAR growth. While corporate demand has been softer than leisure transient demand~~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 ~~recent years, healthy consumer spending, strong consumer confidence~~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 ~~increased business spending led~~Boston. However, growth was muted during the year due to ~~near record occupancy for~~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 ~~during~~in Maui sustained physical damage from the ~~year. At~~August wildfires, and our hotels were still able to fill rooms with emergency response teams and displaced residents; however, we estimate that the ~~same time, supply~~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 ~~has exceeded historic average growth rates in several of~~was led by our ~~major locations, including~~Boston, Washington, D.C., New York, and Houston markets with growth of 42.5%, 21.5%, 19.2%, and ~~has inhibited room rate growth. We also believe that increased price transparency from online travel agencies has further subdued rate growth.~~

~~RevPAR growth in 2017 was both~~19.2%, respectively, compared to 2022, through a combination of rate and occupancy growth, driven ~~as room~~by strong group. Our hotels in Northern Virginia, Seattle, and San Francisco/San Jose also outperformed our portfolio with comparable hotel Total RevPAR increases of 18.4%, 15.9%, and 15.4%, respectively. These strong performances were offset by comparable hotel Total RevPAR declines at our Austin and Miami markets of 4.0% and 1.8%, respectively. The declines in Austin were driven primarily by decreases in rates ~~improved 0.5% on a constant US$ basis and occupancy improved 60 basis points~~due to ~~79.2%. Transient revenues increased 0.8% for~~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.

Operating Profit

As expected, margins during the year ~~driven by a 0.8% increase~~faced downward pressure in ~~room nights sold,~~comparison to 2022 following the ramp up in operations that year as ~~average rate~~our managers returned to stable staffing levels at our properties, while occupancy remained ~~flat. Group business was hampered by the continued environment of political~~8 percentage points below 2019 levels. In addition, we faced increased insurance and ~~economic uncertainty, which muted corporate meeting activity. Group revenue decreased 0.6%, as an increase in average rate of 1.5% was offset by~~utility expenses, higher wages and a decline in ~~room nights sold of 2.1%.~~

~~Comparable hotel RevPAR for our domestic portfolio increased 1.7% for the year, driven by a 70 basis point improvement in occupancy~~attrition and ~~a 0.8% improvement in room rates. Results~~cancelation revenues compared to 2022. These downward pressures on margins were mixed across our portfolio during the year. Seattle, Denver and Philadelphia led our domestic portfolio with RevPAR increases of 11.8%, 7.5%, and 7.1%, respectively, driven by improvements in occupancy in each of the locations as well as an increase of 5.2% in room rates in Seattle. Our Washington D.C. (Central Business District “CBD”) and Northern Virginia hotels benefited from the Presidential Inauguration and Women’s March in January, with RevPAR growth of 6% and 5.8%, respectively. In addition, our Phoenix hotels outperformed the portfolio following the rebranding and renovation work at the Camby Hotel. Conversely, our New York properties continued to lag the portfolio due to the supply growth described above, as RevPAR decreased 1.4% in 2017. Additionally, our Miami and Houston locations experienced RevPAR decreases of 11.1% and 1.9%, respectively, during the year, primarily due to the impact of Hurricanes Irma and Harvey and the recent influx of new supply. Finally, RevPAR declined at our San Francisco hotels as a result of the ongoing construction at the Moscone Convention Center.

On a constant US$ basis, RevPAR for our comparable consolidated international hotels decreased 12.2% in 2017, due to the highly unfavorable comparison to the prior year, when Brazil hosted the 2016 Olympics and Paralympics, as well as economic and over-supply issues in Brazil. The decline in Brazil was partially offset by ~~strong results at~~margin improvements achieved through the implementation of portfolio-wide cost reductions with our ~~Canadian properties. Comparable RevPAR in constant euros for~~hotel managers over the ~~unconsolidated Euro JV properties increased 5.2% for the year.~~

~~Rooms~~

~~Total room revenues decreased 0.1% for the year, reflecting lost revenue from our 2017 and 2016 hotel dispositions, partially offset by the 1.3% increase in comparable RevPAR on~~past several years. As a ~~constant dollar basis. Total room expenses increased by 0.7%, primarily~~

reflecting an increase in wages and benefits, particularly in markets impacted by state or local minimum wage ordinances. The increase in wages and benefits was partially offset by productivity improvements and the effect of hotel sales. Comparable room revenues increased 1.1% for the year, while comparable room expenses increased 2.1%.

~~Food and Beverage~~

Food and beverage revenues decreased 2.4% for 2017, reflecting a 0.9% decrease at our comparable hotels and the lost revenue from our 2017 and 2016 hotel dispositions. The decrease was driven by the reduction in group business, which led to decreases in both outlet and banquet and audio visual revenue, as well as the negative impact of Hurricanes Harvey and Irma. Despite the revenue declines, food and beverage profitably increased as total food and beverage and comparable hotel food and beverage expenses decreased 3.9% and 1.8%, respectively.

~~Operating Profit~~

~~Operating~~result, operating profit margins (calculated based on GAAP operating profit as a percentage of GAAP revenues) decreased 1020 basis points ~~for 2017. These operating~~to 15.6% in 2023, compared to 15.8% in 2022. Operating profit margins under GAAP are also significantly affected ~~significantly~~ by several items, including acquisitions, dispositions, depreciation expense and corporate ~~expenses.~~expenses, and in 2023 also benefited from business interruption gains of $83 million. Our

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comparable hotel EBITDA margins, which exclude these items ~~increased 10~~and benefited from only $8 million of business interruption gains, declined 170 basis points to 27.85%. The decline in GAAP operating profit margins was due in part to an increase in depreciation, while the improvement in comparable hotel EBITDA margins was driven by improvements in transient business during30.1% for the year, ~~coupled with decreases~~down from 31.8% in insurance and sales and marketing costs, as well as cost efficiencies and productivity enhancements identified through our enterprise analytics. We also have focused on improving productivity at a number of our hotels over2022 due to the past three years by initiating time and motion studies. These studies are designed to enable hotel managers to establish tighter labor model standards and improve and expand forecasting tools, to more effectively schedule labor based on demand and to minimize excess staffing, thereby reducing costs.

trends discussed above.

Net Income, Adjusted EBITDAre and Adjusted FFO per Diluted Share

Net income for Host Inc. ~~decreased $200~~was $752 million, ~~in 2017~~an increase of $109 million, or 17.0%, from the prior year. The improvement was primarily due to ~~$571 million due primarily to a $145 million decrease in gains on dispositions, a $27 million~~improving operations at our hotels and an increase in ~~depreciation expense~~gain on asset sales and ~~a $13 million~~gain on insurance settlements. These results led to an 18.2% increase in diluted earnings per common share for Host Inc. to $1.04. Adjusted EBITDAre, which excludes gain on sale of assets, among other items, increased 8.7% to $1,629 million. Adjusted FFO per diluted share increased 7.3% to $1.92 in 2023, as the increase in Adjusted EBITDAre was partially offset by an increase in interest ~~expense. As a result, Host Inc.’s diluted~~expense (excluding debt extinguishment costs) and income ~~per common share decreased 25.5% to $0.76.~~taxes which are included in Adjusted FFO per ~~Diluted Share, which excludes gains on dispositions, debt extinguishment costs, and other real estate transactions, including depreciation, was $1.69 per~~diluted share ~~in both 2017 and 2016. Net income, NAREIT and~~but not Adjusted ~~FFO and the related per share measures benefited from the following:~~

~~Adjusted~~ EBITDAre ~~increased $28 million to $1,510 million, reflecting improvement in hotel operations, which offset a net reduction due to the results of hotels acquired or sold during the comparable periods; and~~

~~Per share measures were improved by the repurchase of 14 million common shares during 2016. The anti-dilutive effect of these purchases is computed on a weighted average basis.~~

The trends and transactions described above for Host Inc. affected similarly the operating results for Host L.P., as the only significant difference between the Host Inc. and Host L.P. statements of operations relates to the treatment of income attributable to the ~~outside~~unaffiliated limited partners of Host L.P. ~~For~~

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 ~~Host L.P.’s net income decreased $200 million~~progressed, inflation moderated even as unemployment remained at very low levels and consumer spending remained strong. U.S. lodging demand typically follows the growth of the U.S economy and is correlated to ~~$571 million,~~changes in gross domestic product (GDP). Moving into 2024, these results have led to increased optimism that inflation can be contained without leading to a recession. However, many risks to economic growth remain, including the continued effects of tight monetary policy and the ~~diluted income per common unit decreased 25.7%~~Federal Reserve's decisions around interest rates, geopolitical instability throughout the globe, volatile oil prices and the uncertainty surrounding the U.S. presidential election. As a result, while the overall expectation of a recession has moderated, a slowdown in economic growth is anticipated. Blue Chip Economic Indicators consensus currently estimates an increase in real U.S. GDP of 2.1% for 2024, reflecting a deceleration from 2023 growth of 2.5%. Business investment growth is also anticipated to ~~$0.78 per common unit.~~

~~2018 Outlook~~

We are cautiously optimistic about the United States economy in 2018. GDP grew at a rate of 2.3% in 2017 and is expected to continue to accelerate. Additionally, the recent passage of the Tax Cuts and Jobs Act, coupled with lower regulatory burdens, is expected to result in increased corporate profits and business investment inslow over the coming ~~year, which has historically correlated to strengthening business transient demand.~~

~~Strong consumer confidence and near record low unemployment have the potential to further buoy the corporate and leisure transient travel segment. However,~~quarters, averaging 2.1% for 2024, down from 4.4% in 2023.

Overall, hotel supply growth ~~continued~~is anticipated to ~~accelerate~~remain below the long-term historical average in ~~2017, and this trend is expected~~2024, although we expect to ~~carry into 2018. In particular, some of~~see above-average growth in a few markets where our ~~markets,~~hotels are located, such as New York and ~~Houston,~~Austin. Supply chain challenges have ~~experienced above-average supply growth~~resulted in ~~2017 that~~project delays across the U.S., and a tight lending environment has ~~significantly offset demand growth, which has made it more challenging~~created construction financing challenges for our operators to grow average rates. Additionally, we believe that rate growth is currently inhibited by the increasing popularity of online sharing sites such as Airbnb as well as online booking sites which increase price transparency. Therefore, while we have noted positive economic indicators for overall lodging demand, supply growth continues to constrain overall RevPAR growth for our portfolio.

~~The net result of these trends means we~~future projects. We anticipate that the new project pipeline will remain suppressed until macroeconomic concerns abate, and interest rates decline.

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.

Based on the trends noted, we ~~will continue to experience high levels of occupancy in 2018; however, rate growth is expected to continue to be restricted, leading to forecast~~expect comparable hotel RevPAR growth ~~for our comparable hotels on a constant dollar basis of between 0.5% and 2.5%~~ for the full year ~~2018. We~~2024 will be between 2.5% and 5.5%. In addition, we expect margins to decline in comparison to 2023, driven by higher wages and growth in insurance and real estate taxes. As unemployment remains historically low and the ~~first quarter~~labor market is tight at the lower end of ~~2018~~the wage scale, we anticipate another year of wage growth in the 4% to ~~underperform, as~~5% range. However, the ~~first quarter~~range of ~~2017 included significant activity~~potential outcomes on the economy and the lodging industry specifically remains exceptionally wide, reflecting varying analyst assumptions surrounding the ~~Presidential inauguration~~impact of higher interest rates, inflation, ongoing labor shortages in key industries, and ~~related activities. Additionally, comparisons between our 2017 and 2018 results will be affected by changes in our portfolio due to acquisitions and dispositions.~~

escalating geopolitical conflicts.

As noted above, the current outlook for the lodging industry isremains highly uncertain; therefore, there can be no assurances ~~that any increases~~as to the continued recovery in ~~hotel revenues or earnings at our properties will continue~~lodging demand for any number of reasons, including, but not limited to, slower than anticipated ~~growth in~~return of group and business travel or deteriorating macroeconomic conditions. For more information on the ~~economy and changes in travel patterns. See~~ risks that can affect our future results, see Part I1 Item 1A. “Risk Factors.”

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Strategic Initiatives

~~During 2017, we were able to execute on a number of transactions that we believe will enhance the value of our portfolio and improve future operating performance.~~

In ~~2017 and early 2018,~~2023, we completed ~~the following activities:~~

~~Acquisitions~~

~~On February 16, 2017,~~significant multi-year initiatives driven by our three strategic objectives, as follows, and believe we purchased The Don CeSar and the related Beach House Suites in St. Pete Beach, Florida for $214 million and selected Davidson Hotels & Resorts as manager. The hotel has been recognized for excellence by Historic Hotels of America, with 347 rooms and suites along the Florida Gulf coast, award-winning dining options and over 38,000 square feet of meeting space.

On March 7, 2017, we acquired the 305-room W Hollywood in Hollywood, California for $219 million. The hotel includes approximately 11,000 square feet of high-quality retail space and seven prominent supergraphic billboard signs.

~~On March 24, 2017, we acquired the ground lease at the Miami Marriott Biscayne Bay for $38 million.~~

Subsequent to year end, we reached an agreement to acquire the 301-room Andaz Maui, 668-room Grand Hyatt San Francisco, and 454-room Hyatt Regency Coconut Point for $1 billion with a $25 million deposit at-risk. The assets are fee simple and the hotels will continue to ~~be Hyatt-branded and managed by Hyatt pursuant to long-term management agreements. The transaction is anticipated to close by~~realize the ~~end~~benefits from our ongoing efforts: (i) redefining the hotel operating model with our managers through the implementation of the first quarter, subject to customary closing conditions, as well as partitioning of hotel property at the Grand Hyatt San Francisco from the adjacent retail property, which could delay the closing date beyond the first quarter. The transaction is expected to be fundedportfolio-wide cost reductions, (ii) gaining market share through ~~a combination of cash and drawing on the revolver portion of the credit facility.~~

~~Dispositions~~

~~We completed the sale of five assets for proceeds of approximately $653 million,~~comprehensive renovations, including the ~~sale of~~Marriott and other transformational projects, discussed below, (iii) and strategically allocating capital to development ROI projects, including the Key Bridge Marriott, subsequent to year end, for $190 million, including $8 million contributed to the hotel’s FF&E replacement fund by the purchaser. The sale of the Key Bridge Marriott represents the culmination of a multi-year effort that included the acquisition of the ground leasenew tower at the hotel in 2016 and working with numerous stakeholders to enhance its value. The 2017 sales also include the disposition of the Hilton Melbourne South Wharf, which completed our strategic exit from the Pacific region.

~~Subsequent to year end, we reached an agreement to sell the W New York for $190 million, which we expect to close during the second quarter of 2018, subject to customary closing conditions.~~

~~Portfolio enhancements~~

~~We rebranded~~ The Ritz-Carlton, ~~Buckhead~~Naples completed in ~~Atlanta to The Whitley, a Luxury Collection Hotel, that will be managed by HEI Hotels & Resorts. This rebranding represents an opportunity to better match the hotel with the operator and brand.~~

2023.

~~We reached an agreement to franchise three additional properties and implemented HEI Hotels & Resorts as operator.~~

•

We obtained approvals for the rezoning of the golf course land at The Phoenician, A Luxury Collection Resort, subject to customary appeals. Our revised masterplan includes an 18-hole golf course, new tennis complex and activity center

and allows for 60 acres of residential development. The approved plan allows for a mix of single-family, townhome and condominium units, for a total of approximately 360 units. The subdivided land is being marketed to third parties for the residential development; however, we would not anticipate any sale until 2019.

For ~~2018,~~2024, we intend to continue our disciplined approach to capital allocation to ~~seek to~~ strengthen our portfolio and to deliver stockholder value through multiple ~~levers. These~~levers, which may include, over time, acquiring ~~assets,~~hotels or investing in our ~~portfolio, buying back stock (depending on market conditions) or returning capital through a meaningful quarterly dividend.~~portfolio. We intend to take advantage of our strong capital position and overall scale ~~to seek~~ to acquire upper-upscale and luxury properties, through single asset or portfolio acquisitions, that we believe have sustainable competitive advantages to drive long-term ~~value.~~value to the extent favorable pricing opportunities arise. At the same time, we will opportunistically sell ~~assets~~hotels when market conditions ~~permit, including the pursuit of exiting international markets to focus on our domestic portfolio.~~permit. We also continue to critically analyze our portfolio to seek to take advantage of the inherent value of our real estate ~~holdings~~ for its highest and best use.

Capital ~~Projects~~

Projects. We continue to pursue opportunities to enhance asset value through select capital improvements, including projects that are designed to increase the eco-efficiency of our hotels, incorporate elements of sustainable design and replace aging equipment and systems with more efficient technology. During ~~2017,~~2023, we spent approximately ~~$277~~$646 million on capital expenditures, of which ~~$72~~$195 million ~~was~~represented return on investment (“ROI”) capital expenditures, ~~and $205~~$274 million ~~was on~~represented renewal and replacement ~~projects.~~

~~For 2018,~~projects and $177 million was for hurricane restoration work. 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 addition, hotels within certain regions are subject to environmental and weather-related events, including hurricanes, wildfires, floods, rising sea levels, mudslides, earthquakes, and other natural perils. To mitigate some of these physical risks, we execute capital expenditure projects, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems to further increase the resilience of our hotels. A portion of our capital expenditures for 2023 include these types of projects, which we expect to continue in future years. While the number of projects and overall cost varies from year to year, on average approximately 7% our capital expenditures have related to these types of projects over the past six years.

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.

Similar to the Marriott transformational capital program, we reached an agreement with Hyatt in 2023 to complete transformational reinvestment capital projects at six properties in our portfolio, the Grand Hyatt Atlanta in Buckhead, Grand Hyatt Washington, Manchester Grand Hyatt San Diego, Hyatt Regency Austin, Hyatt Regency Washington on Capitol Hill, and Hyatt Regency Reston. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. The total investment is expected to be approximately $550 million to $600 million, two-thirds of which we were planning to invest as part of our capital plan over the next few years. We expect to invest between $125 million and $200 million per year over the next three to four years

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on this program. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions.

For 2024, we expect total capital expenditures of ~~$475~~$500 million to ~~$550~~$605 million, ~~closer to our historical average spend. This total spend consists~~consisting of ~~$185~~ROI projects of approximately $225 million to ~~$220~~$280 million, ~~in ROI projects and $290 million to $330 million in~~ renewal and replacement ~~projects. Of the $185~~expenditures of $250 million to ~~$220~~$300 million, and $25 million for the final restoration work from the damage caused by Hurricane Ian. The ROI projects include approximately $125 million to $150 million for the new Hyatt transformational capital program discussed above.

Also in 2023, we announced and broke ground on a project to develop and sell 40 fee-simple condominiums on a five-acre development parcel at Golden Oak in Orlando, adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort. Construction is expected to be completed in the fourth quarter of ~~ROI~~2025. In 2023, we spent $15 million in development costs for this project. For 2024, the development costs for this project ~~spend, $114~~are expected to be $50 million to $70 million.

Dispositions. During 2023, we sold The Camby, Autograph Collection for $110 million, including a $72

million loan we provided to the buyer. Up to an additional $12 million in funding is ~~related~~also available to ~~transformative repositioning, which~~the buyer under the loan for property improvement plan financing.

Financing transactions. We believe that our ability to maintain an investment grade balance sheet and well-laddered maturity schedule is ~~primarily occurring at the San Francisco Marriott Marquis. As a result, this hotel has been placed~~an important factor in our ~~non-comparable hotel pool, effective~~investment strategy. In January ~~1, 2018.~~

~~Return~~2023, we amended our credit facility, extending the maturity date and adding a sustainability pricing adjustment that can adjust the applicable interest rate. As of ~~capital~~

~~Stock Repurchase Program~~December 31, 2023, we have a debt balance of $4.2 billion, our weighted average interest rate is 4.5%, and ~~Dividends. Host Inc.’s Board~~our weighted average debt maturity is 4.2 years.

For a detailed discussion, see “—Liquidity and Capital Resources.” For a detailed discussion of Directors authorized a stock repurchase program in 2017 pursuant to which we can repurchase up to $500 million of common stock. The common stock may be purchased from time to time, depending upon market conditions,our significant debt activities, see Part II Item 8. “Financial Statements and ~~repurchases may be made~~Supplementary Data – Note 5. Debt” in the ~~open market or through privately negotiated transactions or by other means, including through one or more trading plans designed~~Notes to ~~comply with Rule 10b5-1~~Consolidated Financial Statements.

Share Repurchase and Dividends. In 2023, we repurchased 11.4 million shares at an average price of $15.93 per share, exclusive of commissions, for a total of $181 million, under our share repurchase program. As of December 31, 2023, we have $792 million available for repurchase under the Securities Exchange Act of 1934, as amended. The number of shares to be purchased also will depend upon operating results, funds generated by sales activity, dividends that may be required by those sales and investment options that may be available, including reinvesting in the portfolio or acquiring new hotels, as well as maintaining our strong leverage position. The program ~~does not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion. We did not repurchase any shares during 2017.~~

During ~~2017,~~2023, Host Inc.’s's Board of Directors declared dividends ~~of $0.85~~totaling $0.90 per share ~~with respect to Host Inc.’s~~on its common ~~stock.~~stock, including a fourth quarter special dividend of $0.25 per share. Accordingly, Host L.P. made distributions of ~~$0.868270~~$0.9193446 per unit with respect to its common OP units for ~~2017.~~2023. On February 21, ~~2018, the Board of Directors authorized~~2024, we announced a regular quarterly cash dividend of $0.20 per share on ~~its~~our common stock. The dividend will be paid on April ~~16, 2018,~~15, 2024 to stockholders of record on March ~~29, 2018.~~ 28, 2024. The amount of any future ~~dividend~~dividends will be based on our policy of distributing, over time, 100% of our taxable income and will be determined by Host Inc.’s Board of Directors.

There can be no assurances that any future dividends ~~or stock buybacks~~ will match or exceed those set forth above for any number of reasons, including a decline in operations or an increase in liquidity needs. We believe that we have sufficient liquidity and access to the capital markets in order to ~~meet our near-term debt maturities,~~ fund our capital expenditures programs and to take advantage of investment opportunities.

~~Financing transactions~~

~~We believe that our ability to maintain an investment grade balance sheet and well-laddered maturity schedule is an important factor in our investment strategy.~~

~~During 2017, we issued $400 million~~

Table of 3⅞% Series G Senior Notes due April 2024 and amended and restated our credit facility, extending the maturity of the revolver portion to May 2021, with two six-month extension options (subject to certain conditions). The amendment also extended the $500 million term loan that was due to mature in June 2017 to May 2021, with one 12-month extension option (subject to certain conditions) and lowered the margin for an all-in interest rate of 2.67% at December 31, 2017, based on Host L.P.’s unsecured long-term debt rating. The maturity date for our second $500 million term loan was unchanged and matures in September 2020. As a result, we have no significant debt maturities until 2020. At December 31, 2017, our weighted average interest rate is 4.0% and our weighted average debt maturity is 5.1 years. We have a debt balance of $4.0 billion and a balanced maturity schedule wherein not more than 25% of our outstanding debt, representing 5% of our U.S. GAAP gross asset value, is due in any given year.

For a detailed discussion, see “—Liquidity and Capital Resources.” For a detailed discussion of our significant debt activities, see “Note 4. Debt” in the Notes to Consolidated Financial Statements.

Contents

Results of Operations

The following table reflects certain line items from our audited consolidated statements of operations for the ~~three~~two years ended December 31, ~~2017~~2023 (in millions, except percentages):

Change

Change

2017

2016

2016 to 2017

2015

2015 to 2016

Total revenues

$
5,387

$
5,430

(0.8
)%

$
5,350

1.5
%
Operating costs and expenses:

Property-level costs ⁽¹⁾

4,627

4,655

(0.6
)

4,627

0.6

Corporate and other expenses

98

106

(7.5
)

94

12.8

Gain on insurance and business
     interruption settlements

14

15

(6.7
)

2

650.0

Operating profit

676

684

(1.2
)

631

8.4

Interest expense

167

154

8.4

227

(32.2
)
Gain on sale of assets

108

253

(57.3
)

95

166.3

Provision for income taxes

80

40

100.0

9

344.4

Host Inc.:

Net income attributable to non-
     controlling interests

7

9

(22.2
)

7

28.6

Net income attributable to Host Inc.

564

762

(26.0
)

558

36.6

Host L.P.:

Net income attributable to non-
     controlling interests

—

—

—

—

—

Net income attributable to Host L.P.

571

771

(25.9
)

565

36.5

___________

~~(1)~~

~~Amounts represent total operating costs and expenses from our consolidated statements of operations, less corporate and other expenses and the gain on insurance and business interruption settlements.~~


	2023		2022		Change
Total revenues	$	5,311	$	4,907	8.2	%
Operating costs and expenses:
Property-level costs ⁽¹⁾	4,438		4,042		9.8
Corporate and other expenses	132		107		23.4
Gain on insurance settlements	86		17		405.9
Operating profit	827		775		6.7
Interest expense	191		156		22.4
Other gains	71		17		317.6
Provision for income taxes	36		26		38.5

Host Inc.:
Net income attributable to non-controlling interests	12		10		20.0
Net income attributable to Host Inc.	740		633		16.9

Host L.P.:
Net income attributable to non-controlling interests	1		1		—
Net income attributable to Host L.P.	751		642		17.0

___________

(1)Amounts represent total operating costs and expenses from our audited consolidated statements of operations, less corporate and other expenses and gain on insurance settlements.

Statement of Operations Results and Trends

~~For 2017~~

Operations improved in 2023 compared to 2022, reflecting (i) an increase in occupancy, particularly at our convention and ~~2016,~~downtown properties, (ii) easier comparisons to 2022, as the ~~following items have affected~~Omicron variant of COVID-19 significantly impaired travel during January and the ~~year-over-year comparability~~first part of February in 2022 as noted previously, and (iii) the net impact of our ~~operations.~~

recent acquisition and dispositions. The ~~results of hotels acquired or sold during the comparable periods impacted year-over-year comparisons. Our operations were affected by the sale of four hotels in 2017, ten hotels in 2016~~Four Seasons Resort and ~~eight hotels in 2015. These dispositions were partially offset by the acquisition of three hotels during this timeframe: The W Hollywood~~Residences Jackson Hole, which we acquired in ~~March 2017, The Don CeSar acquired~~November 2022, contributed $70 million to growth in ~~February 2017 and The Phoenician acquired~~revenues in ~~June 2015. The table below presents~~2023, compared to the ~~net (reduction)/increase~~negative impact on revenues resulting from the disposition of a total of five properties in 2022 and ~~earnings~~2023. The growth in 2023 was also impacted by lost revenues due to the ~~results~~closure of The Ritz-Carlton, Naples, which is included in non-comparable hotels ~~acquired or sold during the comparable periods, collectively the “Property Transactions” (in millions):~~

2017

2016

Net (reduction)/increase 2016 to 2017

2015

Net (reduction)/increase 2015 to 2016

Total Revenues:

Acquisitions

$
188

$
112

$
76

$
55

$
57

Dispositions

46

252

(206
)

392

(140
)
Total Revenues

$
234

$
364

$
(130
)

$
447

$
(83
)
Net income (excluding gain on sale):

Acquisitions

$
18

$
12

$
6

$
—

$
12

Dispositions

8

27

(19
)

31

(4
)
Net income (excluding gain
on sale)

$
26

$
39

$
(13
)

$
31

$
8

•

The overall effect of disruptive renovation did not affect year-over-year comparability in 2017 compared to 2016. However, in 2016, we had fewer disruptive renovations compared to 2015. Additionally, in 2016, we had a full year of operations for four hotels that had been closed for portions of 2015 for redevelopment.

~~Over the past few years, we have strategically exited international markets, including the disposition of one hotel in Australia in 2017 and six international properties in 2016. As~~as a result ~~we have reduced our foreign currency exchange risk so that there now is minimal impact on our results~~ of ~~operations.~~

Hurricane Ian, and due to the August wildfires in Maui.

The following table presents revenues in accordance with GAAP ~~and includes both comparable and non-comparable hotels~~ for the ~~three~~two years ended December 31, ~~2017~~2023 (in millions, except percentages):

						Change					Change
		2017		2016		2016 to 2017			2015		2015 to 2016
	2023																			2023							2022						Change
Revenues:
Rooms
Rooms
Rooms		$	3,490	$	3,492		(0.1	)%	$	3,465		0.8	%	$	3,244			$			$	3,014			7.6			7.6	%
Food and beverage			1,561		1,599		(2.4	)		1,568		2.0		Food and beverage		1,582			1,418					1,418			11.6			11.6		%
Other			336		339		(0.9	)		317		6.9		Other		485			475					475			2.1			2.1		%
Total revenues		$	5,387	$	5,430		(0.8	)	$	5,350		1.5		Total revenues		$	5,311		$				$	4,907		8.2			8.2		%

~~The net decrease~~

Rooms. Total rooms revenues increased $230 million, or 7.6%, in ~~total revenues in 2017~~2023, reflecting the acquisition of ~~$43 million primarily reflects a net reduction due to Property Transactions, in addition to lost revenues caused by~~ the ~~hurricanes in~~Four Seasons Resort and Residences Jackson Hole and the ~~third quarter of 2017. Total revenues for our comparable properties increased 0.7% in 2017. The~~ increase of $80 million in 2016 was driven by an increase of 2.8% in revenues for our comparable properties. Total revenues for 2016 also were positively impacted by our non-comparable properties that were under renovation in 2015.

~~Rooms. Room revenues decreased $2 million in 2017 and increased $27 million in 2016, reflecting an increase in constant dollar RevPAR of 1.3% and 2.7%, respectively,~~ at our comparable hotels of $237 million, or 8.1%, due to increases in both average room rates and occupancy compared to 2022. Total rooms revenues were negatively affected by dispositions and the closure of The Ritz-Carlton, Naples from September 2022 to July 2023.

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Food and beverage. Total food and beverage ("F&B") revenues increased $164 million, or 11.6%, in 2023. The improvement reflects the increase at our comparable hotels of $155 million, or 11.3%, primarily driven by improvements in banquet and audio-visual revenues at convention hotels as group demand continued to recover, partially offset by ~~a net decrease of $66 million in 2017 and $81 million in 2016~~lost business as a result of the Maui wildfires, which had a ~~net reduction due~~larger impact on ancillary spend as compared to ~~Property Transactions.~~

~~Food and beverage~~.room revenues. Total F&B revenues ~~decreased $38 million~~for 2023 benefited from improved operations following the reopening of our non-comparable hotels after Hurricane Ian, and, ~~increased $31 million~~similar to the changes in ~~2017~~rooms revenues, the acquisition of the Four Seasons Resort and 2016, respectively, reflecting a reduction of group business in 2017 and an increase in 2016. For our comparable hotels, F&B revenues decreased 0.9% and increased 1.7%, respectively, for 2017 and 2016, as banquet and audio visual revenues decreased 1.4% in 2017 and increased 2.0% in 2016. 2017 results also were negatively impacted by Hurricanes Harvey and Irma. Year-over-year comparisons also reflect a net decrease of $41 million for 2017 and $20 million for 2016 as a result of a net reduction due to Property Transactions.

Residences Jackson Hole.

Other revenues. ~~Other~~Total other revenues ~~decreased $3~~increased $10 million, or ~~0.9%~~2.1%, in ~~2017, as an~~2023. The increase ~~in other revenues~~reflects the increase at our comparable hotels ~~was offset by a net reduction~~of $4 million, or 0.9%, primarily due to ~~Property Transactions. For our comparable hotels, other revenues increased 3.2%, primarily driven by~~ an increase in ~~amenity fees~~ancillary revenues from improved occupancy levels and ~~additional rental income from~~continued strong golf and spa revenues, which remain significantly ahead of pre-pandemic levels, and the ~~New York Marriott Marquis retail space. In 2016, other revenues increased $22 million, primarily due to increased amenity fees~~acquisition of the Four Seasons Resort and Residences Jackson Hole. The increase was partially offset by normalizing, but still elevated, attrition and ~~cancellation~~cancelation fees, ~~at our comparable hotels.~~

the effects of the wildfires in Maui and the closure of The Ritz-Carlton, Naples.

Property-level Operating Expenses

The following table presents consolidated property-level operating expenses in accordance with GAAP ~~and includes both comparable and non-comparable hotels~~ for the ~~three~~two years ended December 31, ~~2017~~2023 (in millions, except percentages):

						Change					Change
		2017		2016		2016 to 2017			2015		2015 to 2016
	2023																			2023							2022						Change
Expenses:
Rooms
Rooms
Rooms		$	899	$	893		0.7	%	$	902		(1.0	)%	$	787			$			$	727			8.3			8.3	%
Food and beverage			1,071		1,114		(3.9	)		1,110		0.4		Food and beverage		1,042			928					928			12.3			12.3		%
Other departmental and support expenses			1,273		1,306		(2.5	)		1,295		0.8		Other departmental and support expenses		1,280			1,181					1,181			8.4			8.4		%
Management fees			239		236		1.3			226		4.4		Management fees		249			217					217			14.7			14.7		%
Other property-level expenses			394		382		3.1			386		(1.0	)	Other property-level expenses		383			325					325			17.8			17.8		%
Depreciation and amortization			751		724		3.7			708		2.3		Depreciation and amortization		697			664					664			5.0			5.0		%
Total property-level operating expenses		$	4,627	$	4,655		(0.6	)	$	4,627		0.6		Total property-level operating expenses		$	4,438		$				$	4,042		9.8			9.8		%

Our operating costs and expenses, which consist of both fixed and variable components, are affected by ~~a number of~~several factors. Rooms ~~expense is~~expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage ~~expense correlates~~expenses correlate closely with food and beverage ~~revenue,~~revenues and isare affected by occupancy and the mix of business between banquet, ~~and~~ audio-visual and outlet sales. However, the most significant expense for ~~room,~~the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately ~~57%~~55% of these expenses in any given year. During ~~2017,~~2023, these expenses increased ~~approximately 1%,~~13% compared to 2022, reflecting an increase in ~~part~~hiring as operations have recovered, as well as wage and benefit inflationary pressures. In addition, early in 2022, hiring was temporarily paused in many areas due to ~~union contracts, government mandated wage increases and competition for labor~~the Omicron variant, as well as seasonality in certain ~~markets.~~ markets, followed by an acceleration in demand for which our hotel managers were unable to increase staffing commensurate with the increase in demand. This led to a greater increase in expenses in 2023 on a year-over-year basis then would be expected due to increased demand alone. Hiring pace has since improved, and managers at the majority of our hotels now are operating at desired staffing levels. Wage and benefit rate inflation is expected to be approximately 4% to 5% in 2024.

Other property-level expenses consist of property taxes, which are highly dependent on local jurisdiction taxing authorities, and property and general liability insurance, and do not necessarily change based on changes in revenues at our hotels.

The increase in expenses for rooms, food and beverage, other departmental and support, and management fees was generally due to the corresponding increase in revenues from improvements in occupancy and hotel operations, and an increase in staffing, as follows:

Rooms. Rooms ~~expense~~expenses increased $6$60 million, ~~during 2017, reflecting~~or 8.3%, in 2023. Our comparable hotels rooms expenses increased $67 million, or 9.5%, in 2023. These increases reflect the increase ~~at our comparable properties of 2.1%, as a result of overall growth~~ in ~~wage rates, partially offset by a net decrease due to Property Transactions. In 2016,~~occupancy and staffing described above. Total rooms ~~expense decreased $9 million reflecting~~expenses benefited from the net ~~effect~~impact of our recent ~~Property Transactions, while at~~acquisition and dispositions. Wages and benefits represented approximately 67% and 65% of our ~~comparable properties~~2023 and 2022 rooms ~~expense increased 1.4%, driven by increases in wages, benefits and group travel agent commissions. Year-over-year comparisons reflect net decreases~~expenses, respectively.

Table of ~~$17 million in 2017 and $23 million in 2016 as a result of a net reduction due to Property Transactions.~~

Contents

Food and beverage. ~~The decrease in~~ F&B expenses ~~of $43~~increased $114 million, or 12.3%, in ~~2017 and increase of $4 million in 2016 reflect the year-over-year decrease of 1.8% and increase of 0.3% in~~2023. For our comparable hotels, F&B expenses increased $109 million, or 12.3%, in ~~2017 and 2016, respectively. The changes are consistent with the decline in F&B revenues in 2017 and increase in revenues in 2016.~~2023. Overall, ~~F&B hourly productivity improved in both 2017 and 2016, resulting in declines in~~ F&B costs as a percentage of ~~revenues. Year-over-year comparisons also reflect net decreases~~revenues increased slightly, as staffing levels normalized. Wages and benefits represented approximately 69% and 67% of ~~$28 million in 2017~~our 2023 and ~~$18 million in 2016 as a result of a net reduction due to Property Transactions.~~

2022 F&B expenses, respectively.

Other departmental and support expenses. Other departmental and support expenses ~~decreased $33~~increased $99 million, ~~and increased $11 million~~or 8.4%, in ~~2017 and 2016, respectively. For 2017, the decrease primarily reflects the net reduction due to Property Transactions, as~~2023. On a comparable hotel basis, other departmental and support expenses ~~for our comparable properties~~ increased ~~0.3%~~$102 million, or 8.9%. ~~The~~These increases were primarily due to the increase in ~~2016 primarily reflects increases~~staffing. Total other departmental and support expenses benefited from the net impact of our recent acquisition and dispositions. Wages and benefits represented approximately 40% of our 2023 and 2022 other departmental and support expenses.

Management fees. Total management fees increased $32 million, or 14.7%, in hourly wages and loyalty and reward program expenses, offset by a 6.4% decrease in administrative and general costs and an 8.1% decrease in utilities expense. Year-over-year comparisons also reflect net decreases of $39 million in 2017 and $25 million in 2016 as a result of a net reduction due to Property Transactions.

~~Management fees. Management~~2023. Base management fees, which generally are calculated as a percentage of total revenues, ~~and operating profit,~~ increased ~~1.3% and 4.4% for 2017 and 2016, respectively.~~$10 million, or 7.1%, compared to 2022. At our comparable hotels, base management fees increased $9 million, or 6.3%, for 2023. Incentive management fees, which generally are ~~calculated as~~based on the amount of operating profit at each hotel after we receive a ~~percentage of total revenues, decreased 0.5% in 2017 and~~priority return on our investment, increased ~~1.0% in 2016, while~~$22 million, due primarily to the improved operations at our properties. At our comparable hotels, incentive management fees increased ~~7.0%~~$18 million, or 21.8%, in 2017 and 14.8% in 2016. The increase in incentive management fees at our comparable hotels reflects the improvements in hotel operations. Year-over-year comparisons also include net decreases of $4 million in 2017 and $6 million in 2016 as a result of a net reduction due to Property Transactions.

2023.

Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance. Other property-level expenses increased ~~$12~~$58 million, or ~~3.1%~~17.8%, in ~~2017,~~2023, due to increases in property insurance premiums, rent on a portion of our ground leases that are based on a percentage of sales, and ~~decreased $4 million, or 1.0%, in 2016.~~property taxes. Other property-level expenses at our comparable hotels increased ~~3.2% and 2.1% for 2017 and 2016,~~

~~respectively. Both reflect an increase~~$52 million, or 16.3%, in ~~property taxes and ground rent,~~2023. Other property-level expenses were partially offset by ~~a decline~~the receipt of operating profit guarantees from Marriott under the transformational capital program in ~~insurance expense, while the year-over-year changes for total other property-level expenses also reflect net decreases of $5 million in 2017~~both 2023 and ~~$6 million in 2016 as a result of a net reduction due to Property Transactions.~~

~~Depreciation and amortization.~~ Depreciation and amortization expense increased $27 million, or 3.7%, to $751 million in 2017 and increased $16 million, or 2.3%, to $724 million in 2016. The increase in 2017 is due to an impairment expense of $43 million at one property, while 2016 reflects the depreciation of our recent capital expenditures, both partially offset as a result of a net reduction due to Property Transactions.

2022.

Other Income and ~~Expense~~

Expenses

Corporate and other expenses. Corporate and other expenses include the following items (in millions):

		Year ended December 31,
	Year ended December 31,										Year ended December 31,
	2023									2023		2022
		2017		2016			2015
General and administrative costs		$	86	$	95		$	87
General and administrative costs
General and administrative costs
Non-cash stock-based compensation expense			11		12			11
Litigation accruals and acquisition costs, net			1		(1	)		(4	)
Litigation accruals
Total		$	98	$	106		$	94

	As of December 31, 2017					Year ended December 31, 2017							Year ended December 31, 2016
			As of December 31,
				2023
				2023
				2023
Location
Location
Location	No. of Properties			No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR					No. of Properties			Average Room Rate					Average Occupancy Percentage								RevPAR							Total RevPAR									Average Room Rate									Average Occupancy Percentage									RevPAR							Total RevPAR							Percent Change in RevPAR							Percent Change in Total RevPAR
Maui/Oahu		3			1,682	$	340.98		90.7	%	$	309.15	$	330.98		90.6	%	$	299.86		3.1	%	Maui/Oahu			4			$	576.75		71.9			71.9		%						$	414.84			$				$	612.98			$					$	560.86			74.7						74.7		%					$	418.70			$				$	646.24		(0.9					(0.9	%)						(5.1)	%
Miami																							Miami			2			533.31					66.9		%						356.86								624.20									585.71									62.7		%						367.36								607.26							(2.9	%)						2.8	%
Jacksonville																							Jacksonville			1			503.57					69.9		%						351.80								784.10									527.16									65.3		%						344.37								749.99							2.2	%						4.5	%
New York																							New York			2			349.99					82.7		%						289.53								412.23									317.20									67.9		%						215.38								305.31							34.4	%						35.0	%
Phoenix																							Phoenix	3			4				397.16						71.7		%						284.75								628.10									368.20									70.1		%					258.18								568.19							10.3	%						10.5	%
Florida Gulf Coast		3			1,043		362.53		71.4			258.86		360.91		71.4			257.54		0.5		Florida Gulf Coast			5			388.97			60.6			60.6		%						235.74				497.91					497.91				418.86						418.86				62.2						62.2		%					260.47				509.76				509.76				(9.5				(9.5		%)					(2.3	%)
New York		6			6,000		292.24		88.5			258.67		297.49		88.2			262.33		(1.4	)
Jacksonville		1			446		349.70		71.0			248.28		337.37		71.5			241.38		2.9
Orlando																							Orlando			2			384.63					67.9		%						261.32								521.26									410.76									63.8		%						262.20								508.78							(0.3	%)						2.5	%
Los Angeles/Orange County																							Los Angeles/Orange County			3			300.29					81.7		%						245.49								360.91									288.81									79.4		%						229.44								337.54							7.0	%						6.9	%
San Diego																							San Diego			3			282.20					78.4		%						221.29								414.34									272.28									74.6		%						203.24								371.28							8.9	%						11.6	%
Boston																							Boston			2			264.18					78.2		%						206.66								275.90									240.63									56.9		%						136.95								184.93							50.9	%						49.2	%
Washington, D.C. (CBD)																							Washington, D.C. (CBD)			5			276.74					70.1		%						193.92								280.31									259.57									61.7		%						160.13								230.71							21.1	%						21.5	%
Philadelphia																							Philadelphia			2			231.94					79.7		%						184.83								288.44									218.52									80.6		%						176.19								270.04							4.9	%						6.8	%
Austin																							Austin			2			269.26					65.7		%						176.88								311.25									271.65									69.5		%						188.91								324.19							(6.4	%)						(4.0	%)
Northern Virginia																							Northern Virginia			2			243.70					70.4		%						171.48								268.97									219.41									65.6		%						143.96								227.21							19.1	%						18.4	%
Chicago																							Chicago			3			243.59					68.9		%						167.80								238.73									232.43									63.8		%						148.19								204.51							13.2	%						16.7	%
San Francisco/San Jose		4			2,912		259.12		83.1			215.30		261.08		83.2			217.23		(0.9	)	San Francisco/San Jose			6			251.98			66.4			66.4		%						167.25				244.44					244.44				230.88						230.88				63.0						63.0		%					145.42				211.87				211.87				15.0				15.0		%					15.4	%
Washington, D.C. (CBD)		5			3,238		257.16		82.2			211.42		244.72		81.5			199.37		6.0
Seattle		2			1,315		232.84		83.7			194.80		221.43		78.7			174.27		11.8		Seattle			2			239.33			66.8			66.8		%						159.81				218.64					218.64				229.92						229.92				62.4						62.4		%					143.52				188.58				188.58				11.4				11.4		%					15.9	%
Los Angeles		3			1,414		218.15		89.0			194.24		211.73		89.5			189.44		2.5
Boston		4			3,185		234.25		81.5			190.88		231.16		80.2			185.42		2.9
San Diego		3			2,981		216.93		82.0			177.82		206.98		84.2			174.35		2.0
Philadelphia		2			810		199.69		82.4			164.54		208.55		73.6			153.58		7.1
Chicago		6			2,392		197.52		79.4			156.83		203.33		77.4			157.43		(0.4	)
Phoenix		4			1,518		206.51		73.9			152.54		211.64		68.3			144.50		5.6
Atlanta		5			1,939		195.60		77.0			150.69		193.33		78.0			150.86		(0.1	)	Atlanta			2			190.67			74.0			74.0		%						141.12				227.52					227.52				181.81						181.81				72.2						72.2		%					131.35				205.87				205.87				7.4				7.4		%					10.5	%
Orange County		4			1,429		188.85		79.2			149.51		191.92		76.7			147.25		1.5
Houston																							Houston			5			201.17					69.4		%						139.51								195.30									182.97									63.8		%						116.73								163.85							19.5	%						19.2	%
New Orleans																							New Orleans			1			196.29					68.6		%						134.72								203.93									200.59									66.2		%						132.74								198.18							1.5	%						2.9	%
San Antonio																							San Antonio			2			215.77					61.4		%						132.55								212.13									199.52									66.3		%						132.30								206.09							0.2	%						2.9	%
Denver		2			735		179.96		79.0			142.20		179.94		73.5			132.25		7.5		Denver			3			192.48			63.3			63.3		%						121.90				181.72					181.72				182.33						182.33				61.9						61.9		%					112.85				163.64				163.64				8.0				8.0		%					11.1	%
New Orleans		1			1,333		175.51		77.0			135.13		179.79		76.5			137.53		(1.7	)
Northern Virginia		6			2,502		179.18		75.3			134.88		171.96		74.1			127.49		5.8
San Antonio		2			1,513		181.55		72.2			131.01		177.04		70.1			124.08		5.6
Houston		4			1,716		178.11		72.1			128.50		178.43		73.4			130.96		(1.9	)
Orlando		1			2,004		179.30		70.1			125.62		175.58		69.6			122.17		2.8
Miami		2			843		157.48		75.0			118.14		157.15		84.6			132.92		(11.1	)
Other		8			3,596		166.34		72.8			121.10		166.38		72.2			120.11		0.8		Other			10			313.84			64.2			64.2		%						201.47				308.08					308.08				268.65						268.65				61.1						61.1		%					164.13				242.02				242.02				22.7				22.7		%					27.3	%
Domestic		81			46,546		228.89		79.8			182.76		227.06		79.1			179.70		1.7		Domestic	72			73				305.83		70.2					70.2		%						214.78			352.38						352.38				296.15						296.15				66.1						66.1	%						195.67			319.08					319.08			9.8					9.8	%					10.4	%

International		6			1,811		179.64		62.9			113.05		201.66		63.9			128.79		(12.2	)
All Locations - Constant US$		87			48,357		227.42		79.2			180.14		226.28		78.6			177.79		1.3

Comparable Hotels in Nominal US$
	As of December 31, 2017					Year ended December 31, 2017							Year ended December 31, 2016
	No. of Properties			No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
International		6			1,811	$	179.64		62.9	%	$	113.05	$	195.31		63.9	%	$	124.73		(9.4	)%
Domestic		81			46,546		228.89		79.8			182.76		227.06		79.1			179.70		1.7
International																										5			186.14					62.4		%						116.16								168.42									162.33									55.1		%						89.51								130.24							29.8	%						29.3	%
All Locations		87			48,357		227.42		79.2			180.14		226.09		78.6			177.64		1.4		All Locations	77			78				$	302.03	69.9					69.9		%						$	211.27		$					$	345.86			$					$	292.23			65.7						65.7		%					$	191.97			$			$	312.55			10.1				10.1		%					10.7	%

The following are the results of our 96 owned hotels were classified as comparable hotels. See “Comparable Hotel Operating Statistics” for a complete description of 88 comparable hotels. The following table sets forth performance information for our comparable hotels by geographic location as of December 31, 2016 and 2015:

~~Comparable Hotels by Location in Constant US$~~⁽¹⁾

As of December 31, 2016

Year ended December 31, 2016

Year ended December 31, 2015

Location

No. of
Properties

No. of
Rooms

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Percent
Change in
RevPAR

Maui/Oahu

3

1,682

$
330.98

90.6
%

$
299.86

$
323.10

88.7
%

$
286.48

4.7
%
Florida Gulf Coast

3

1,043

360.91

71.4

257.54

353.68

73.6

260.48

(1.1
)
New York

6

5,999

297.49

88.2

262.33

307.40

89.0

273.48

(4.1
)
San Francisco/San Jose

4

2,912

261.08

83.2

217.23

253.52

83.2

210.81

3.0

Jacksonville

1

446

337.37

71.5

241.38

327.75

73.4

240.52

0.4

Washington, D.C. (CBD)

5

3,238

244.72

81.5

199.37

235.56

77.4

182.38

9.3

Boston

4

3,185

231.16

80.2

185.42

228.47

79.6

181.85

2.0

Philadelphia

1

419

185.65

84.3

156.52

186.63

81.9

152.85

2.4

Chicago

6

2,392

203.33

77.4

157.43

202.05

75.7

152.87

3.0

Los Angeles

3

1,414

211.73

89.5

189.44

194.18

87.9

170.73

11.0

Seattle

2

1,315

221.43

78.7

174.27

216.74

80.7

174.96

(0.4
)
Atlanta

5

1,939

193.33

78.0

150.86

189.83

75.7

143.73

5.0

Phoenix

3

1,241

215.97

71.1

153.51

210.15

71.1

149.42

2.7

San Diego

3

2,981

206.98

84.2

174.35

201.70

82.0

165.31

5.5

New Orleans

1

1,333

179.79

76.5

137.53

172.38

71.9

123.94

11.0

Denver

2

735

179.94

73.5

132.25

175.63

72.8

127.88

3.4

Houston

3

1,143

196.50

71.3

140.14

204.14

69.4

141.65

(1.1
)
Miami

2

843

157.15

84.6

132.92

160.20

86.0

137.78

(3.5
)
Orange County

4

1,429

191.92

76.7

147.25

188.86

73.5

138.83

6.1

Northern Virginia

6

2,501

171.96

74.1

127.49

170.55

73.3

125.04

2.0

San Antonio

2

1,513

177.04

70.1

124.08

178.36

69.1

123.21

0.7

Orlando

1

2,004

175.58

69.6

122.17

173.78

69.9

121.46

0.6

Other

11

5,473

166.94

70.8

118.22

162.81

67.1

109.17

8.3

Domestic

81

47,180

226.07

79.0

178.61

224.23

77.7

174.18

2.5

International

7

2,196

198.82

68.5

136.15

188.26

67.1

126.27

7.8

All Locations -
Constant US$

88

49,376

225.01

78.5

176.71

222.83

77.2

172.04

2.7

Comparable Hotels in Nominal US$

As of December 31, 2016

Year ended December 31, 2016

Year ended December 31, 2015

No. of
Properties

No. of
Rooms

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Percent
Change in
RevPAR

International

7

2,196

$
198.82

68.5
%

$
136.15

$
197.89

67.1
%

$
132.73

2.6
%
Domestic

81

47,180

226.07

79.0

178.61

224.23

77.7

174.18

2.5

All Locations -
Nominal US$

88

49,376

225.01

78.5

176.71

223.21

77.2

172.33

2.5

___________

~~(1)~~

~~For a discussion of constant US$ and nominal US$ presentation, see “—Comparable Hotel Operating Statistics.”~~

~~Hotel Sales by Business Mix.~~

~~The information below is derived from business mix results from 88 comparable hotels for which 2016 and 2015 business mix information is available. In 2016, overall revenue growth was due to both~~transient, group and ~~transient growth. Overall, group revenues improved 4.5% compared to the prior year, consisting~~contract business:

rooms declined 3.6%, as weakness in corporate business travel resulted in a negative mix shift, as operators replaced higher rated corporate business with lower rated business, such as contract, discount or government.

~~Cash Requirements.~~ We use cash for acquisitions, capital expenditures, debt payments, operating costs, corporate and other expenses, as well as for dividends and distributions to stockholders and unitholders. As a REIT, Host Inc. is required to distribute to its stockholders at least 90% of its taxable income, excluding net capital gain, on an annual basis. Funds used by Host Inc. to pay dividends are provided by Host L.P. Our primary sources of cash include cash from operations, proceeds from the sale of assets, borrowings under our credit facility and debt and equity issuances. We have no significant debt maturities until 2020.

~~Capital Resources.~~ As of December 31, 2017, we had $913 million of cash and cash equivalents and $822 million of available capacity remaining under the revolver portion of the credit facility. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility (including our ability to incur debt, make distributions and make investments) is contingent on our ability to maintain compliance with the financial covenants of such indebtedness, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

Sources and Uses of Cash. In ~~2017,~~2023, our primary sources of cash included cash from operations and proceeds from the repayment of notes receivable and asset ~~sales, and the issuance of senior notes.~~sales. Our primary uses of cash during the year consisted of ~~acquisitions,~~ capital expenditures, operating costs, ~~debt repayments,~~share repurchases and distributions to equity holders. We anticipate that our sources and uses of cash will be similar ~~during 2018.~~

in 2024, other than the proceeds from the two notes receivable that were repaid in 2023.

The following tables summarize significant acquisitions, dispositions and ~~return of~~ investments in affiliates from January 1, ~~2016~~2022 through February ~~21, 2018~~23, 2024 (in millions):

Transaction Date

Description of Transaction

Investment

Acquisitions

December
2017

Investment in Euro JV - Acquisition of Hilton Amsterdam Airport Schiphol

$
(27
)
March
2017

Acquisition of the Miami Marriott Biscayne Bay ground lease

(38
)
March
2017

Acquisition of the W Hollywood

(219
)
February
2017

Acquisition of The Don CeSar and Beach House Suites complex

(214
)
June - July
2016

Acquisition of the Key Bridge Marriott ground lease

(54
)

Total acquisitions

$
(552
)


Transaction Date		Description of Transaction	Investment
Acquisitions/Investments
November	2022	Acquisition of Four Seasons Resorts and Residences Jackson Hole⁽¹⁾	$	(315)
January	2022	Investment to acquire non-controlling interest of a joint venture with Noble Investment Group⁽²⁾	(91)
		Total acquisitions	$	(406)

___________

Transaction Date

Description of Transaction

Net Proceeds⁽¹⁾

Sales Price

Dispositions/Return of Investments in Affiliates

January
2018

Disposition of Key Bridge Marriott

$
181

$
190

December
2017

Distribution from Euro JV

9

N/A

September
2017

Disposition of Sheraton Indianapolis at Keystone Crossing

64

66

July
2017

Disposition of Hilton Melbourne South Wharf⁽²⁾

182

184

April
2017

Disposition of Sheraton Memphis Downtown

66

67

January
2017

Disposition of JW Marriott Desert Springs Resort & Spa

160

172

September
2016

Disposition of Novotel Christchurch Cathedral Square and ibis
Christchurch

26

31

August
2016

Distribution from Hyatt Place Nashville JV

14

N/A

June
2016

Disposition of Atlanta Marriott Perimeter Center

68

71

June
2016

Disposition of Seattle Airport Marriott

90

97

June
2016

Disposition of Sheraton Santiago Hotel & Convention Center and San
Cristobal Tower, Chile

89

95

May
2016

Disposition of Manhattan Beach Marriott

78

82

February - March
2016

Disposition of Novotel Wellington and ibis Wellington

44

45

February
2016

Disposition of San Diego Marriott Mission Valley

72

76

February
2016

Distribution from Asia/Pacific JV

9

9

Total

$
1,152

___________

(1)Investment amount represents total consideration, including the assumption of $19 million of hotel-level liabilities, net of $5 million of cash retained at the property.

~~(1)~~

~~Proceeds are net of transfer taxes, other sales costs and FF&E replacement funds deposited directly to the property or hotel manager by the purchaser.~~

(2)Investment consisted of $35 million of cash and the issuance of approximately $56 million of Host L.P. OP units.

~~(2)~~

~~Immediately prior to the sale, we acquired the 25% interest from the non-controlling partner for $27 million.~~


Transaction Date		Description of Transaction	Net Proceeds⁽¹⁾		Sales Price
Dispositions
November	2023	Receipt of Sheraton New York note receivable⁽²⁾	$	250	$	—
September	2023	Receipt of Sheraton Boston note receivable⁽³⁾	163		—
March	2023	Disposition of The Camby, Autograph Collection⁽⁴⁾	36		110
August	2022	Disposition of Chicago Marriott Suites Downers Grove	14		16
April	2022	Disposition of YVE Miami Hotel	49		50
April	2022	Disposition of Sheraton New York Times Square Hotel⁽²⁾	106		373
February	2022	Disposition of Sheraton Boston⁽³⁾	67		233
		Total dispositions	$	685	$	782

___________

(1)Proceeds are net of transfer taxes, other sales costs and FF&E replacement funds deposited directly to the property or hotel manager by the purchaser.

(2)In connection with the sale of the Sheraton New York Times Square Hotel, we extended a $250 million bridge loan to the purchaser. The loan was repaid in November 2023.

(3)In connection with the sale of the Sheraton Boston, we extended a $163 million bridge loan to the purchaser. The loan was repaid in September 2023.

(4)In connection with the sale of The Camby, Autograph Collection, we issued a $72 million loan to the purchaser. The disposition proceeds shown are net of the loan.

Cash Used in Financing Activities. Net cash used in financing activities was ~~$402~~$771 million for ~~2017, as~~2023, compared to ~~$1,037~~$874 million in ~~2016. Cash provided by financing activities in 2017 included the issuance of the Series G senior notes.~~2022. Cash used in financing activities in ~~2017~~2023 primarily ~~consisted~~related to the payment of common stock dividends and common stock repurchases. Cash used in financing activities in 2022 included a repayment on the revolver portion of the credit facility and payment of common stock dividends, following the reinstatement of the quarterly common stock dividend ~~payments and~~in the ~~repayment~~first quarter of ~~mortgage debt, while 2016 also included~~2022, as well as the repurchase of ~~Host Inc.~~ common stock.

~~The following table summarizes significant issuances, net of deferred financing costs and issuance discounts, that have been completed from January 1, 2016 through February 21, 2018 (in millions):~~

Transaction Date

Description of Transaction

Net Proceeds

Debt Issuances

March
2017

Proceeds from the issuance of $400 million 3⅞% Series G senior notes

$
395

Total issuances

$
395

~~The following table presents significant debt repayments, including prepayment premiums, that have been completed from January 1, 2016 through February 21, 2018 (in millions):~~

Transaction

Transaction Date

Description of Transaction

Amount

Debt Repayments

January - December
2017

Net repayment on the revolver portion of credit facility

$
(55
)
July
2017

Repayment of A$86 million mortgage loan on Hilton Melbourne South Wharf

(69
)
January - December
2016

Net repayment on the revolver portion of credit facility

(82
)
September
2016

Repayment of NZ$23 million mortgage loan on Novotel and ibis Christchurch

(17
)
April
2016

Repayment of mortgage loan on the Hyatt Regency Reston hotel

(100
)
February - March
2016

Repayment of NZ$30 million mortgage loan on Novotel and ibis Wellington

(20
)

Total cash repayments

$
(343
)

Equity/Capital Transactions. The following table summarizes significant equity transactions that have been completed from January 1, ~~2016~~2022 through February ~~21, 2018~~23, 2024 (in millions):

Transaction

Transaction Date

Description of Transaction

Amount

Equity of Host Inc.

January
2018

Dividend payment⁽¹⁾⁽²⁾

$
(185
)
January - December
2017

Dividend payments⁽²⁾

(628
)
January - December
2016

Dividend payments⁽²⁾

(596
)
January - December
2016

Repurchase of 13.8 million shares of Host Inc. common stock

(218
)

Cash payments on equity transactions

$
(1,627
)

~~(1)~~

~~Our dividend payment for the fourth quarter of 2017 was made in January 2018, but was accrued at December 31, 2017.~~


Transaction Date		Description of Transaction	Transaction Amount
Equity of Host Inc.
January	2024	Dividend payment⁽¹⁾⁽²⁾	$	(316)
January - December	2023	Repurchase of 11.4 million shares of Host Inc. common stock	(182)
January - October	2023	Dividend payments⁽²⁾	(547)
December	2022	Repurchase of 1.7 million shares of Host Inc. common stock	(27)
April - October	2022	Dividend payments⁽²⁾	(150)
		Cash payments on equity transactions	$	(1,222)

~~(2)~~

~~In connection with the dividends, Host L.P. made distributions of $187 million in 2018, $635 million in 2017 and $603 million in 2016 to its common unit holders.~~

___________

(1)Our dividend payment for the fourth quarter of 2023 was made in January 2024, but was accrued at December 31, 2023.

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(2)In connection with the dividend payments, Host L.P. made distributions of $321 million, $555 million and $152 million in 2024, 2023 and 2022, respectively, to its common OP unit holders.

Financial Condition

As of December 31, ~~2017,~~2023, our total debt was approximately ~~$4.0~~$4.2 billion, of which ~~70%~~76% carried a fixed rate of interest. Total debt was comprised of the following (in millions):

As of December 31,

2017

2016

Series Z senior notes, with a rate of 6% due October 2021

$
298

$
297

Series B senior notes, with a rate of 5¼% due March 2022

348

347

Series C senior notes, with a rate of 4¾% due March 2023

447

446

Series D senior notes, with a rate of 3¾% due October 2023

398

398

Series E senior notes, with a rate of 4% due June 2025

496

496

Series F senior notes, with a rate of 4½% due February 2026

396

396

Series G senior notes, with a rate of 3⅞% due April 2024

395

—

Total senior notes

2,778

2,380

Credit facility revolver

174

209

2017 Credit facility term loan due May 2021

498

500

2015 Credit facility term loan due September 2020

498

497

Mortgage debt (non-recourse) and other, with an average interest rate of 8.8% and 3.4% at December 31, 2017 and 2016, respectively, maturing through February 2024

6

63

Total debt

$
3,954

$
3,649


	As of December 31,
	2023		2022

Series E senior notes, with a rate of 4% due June 2025	$	499	$	499
Series F senior notes, with a rate of 4½% due February 2026	399		399
Series G senior notes, with a rate of 3⅞% due April 2024	400		399
Series H senior notes, with a rate of 3⅜% due December 2029	643		642
Series I senior notes, with a rate of 3½% due September 2030	738		736
Series J senior notes, with a rate of 2.9% due December 2031	441		440
Total senior notes	3,120		3,115
Credit facility revolver ⁽¹⁾	(8)		(4)
Credit facility term loan due January 2027	499		499
Credit facility term loan due January 2028	498		499
Mortgage and other debt, with an average interest rate of 4.67% and 4.9% at December 31, 2023 and 2022, respectively, maturing through November 2027	100		106
Total debt	$	4,209	$	4,215

___________

(1)There were no outstanding credit facility borrowings at December 31, 2023 or 2022. Amount shown represents deferred financing costs related to the credit facility revolver.

Aggregate debt maturities, including principal amortization, at December 31, ~~2017~~2023 are as follows (in millions):

Senior notes

and

Mortgage debt

credit facility

and other

Total

2018

$
—

$
—

$
—

2019

—

—

—

2020

500

—

500

2021

978

—

978

2022

350

—

350

Thereafter

2,150

5

2,155

3,978

5

3,983

Deferred financing costs

(27
)

—

(27
)
Unamortized (discounts) premiums, net

(3
)

—

(3
)
Capital lease obligations

—

1

1

$
3,948

$
6

$
3,954


	Senior notes and credit facility		Mortgage and Other debt		Total
2024	$	400	$	2	$	402
2025	500		2		502
2026	400		2		402
2027	500		92		592
2028	500		—		500
Thereafter	1,850		—		1,850
	4,150		98		4,248
Deferred financing costs	(25)		—		(25)
Unamortized (discounts) premiums, net	(16)		2		(14)
	$	4,109	$	100	$	4,209

Senior Notes. The following summary is a description of the material provisions of the ~~indentures~~indenture governing the various senior notes issued by Host L.P.~~, to which we refer collectively as the senior notes indenture.~~ We pay interest on each series of our

outstanding senior notes semi-annually in arrears at the respective annual rates indicated on the table above. Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all of Host L.P.’s unsubordinated indebtedness and senior to all subordinated obligations of Host L.P.

~~Guarantees. Under~~ Currently there are no guarantees provided with respect to the senior notes, ~~indentures,~~but we have agreed that all Host L.P. subsidiaries which guarantee other Host L.P. debt ~~are required~~must similarly provide guarantees with respect to ~~similarly guarantee debt issuances under~~ the ~~indenture.~~

~~Senior Notes Indenture Covenants~~

~~Covenants for Senior Notes Issued After We Attained an Investment Grade Rating~~

~~On March 20, 2017, Host L.P. completed an underwritten public offering~~senior notes.

Table of ~~$400 million aggregate principal amount~~Contents

All of ~~its 3.875% Series G~~our outstanding senior notes ~~due 2024. At any time, upon not less than 15 nor more than 60 days’ notice, the Series G senior notes will be redeemable~~ at Host L.P.’s option, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a make-whole premium as set forth in the Indenture, plus accrued and unpaid interest to the redemption date. Host L.P. also may redeem the Series G senior notes within the period beginning 60 days prior to the April 1, 2024 maturity date, in whole or in part, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Series G senior notes to be redeemed, plus accrued and unpaid interest to the redemption date. No senior notesDecember 31, 2023 were issued ~~in 2016.~~

~~The Series G senior notes~~after we attained an investment grade rating and have covenants customary for investment grade debt and covenants that are similar to each other series of our senior notes. These covenants are primarily limitations on our ability to incur additional debt. There are no restrictions on our ability to pay dividends. These senior notes have covenants similar to our Series D, E, and F senior notes, but are different than the covenants applicable to our prior series of senior notes issued before we attained our investment grade rating.

Under the terms of ~~the Series D, E, F and G~~our senior notes, Host L.P.’s ability to incur ~~indebtedness~~debt is subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-to-interest coverage ratio of at least 1.5x by Host L.P. As calculated, this ratio excludes from interest expense items such as call premiums and deferred financing charges that are included in interest expense on Host L.P.’s audited consolidated statement of operations. In addition, the calculation is based on Host L.P.’s pro forma results for the four prior fiscal quarters, giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period. Other covenants limiting Host L.P.’s ability to incur ~~indebtedness~~debt include maintaining total ~~indebtedness~~debt of less than 65% of adjusted total assets (using undepreciated real estate book values), maintaining secured ~~indebtedness~~debt of less than 40% of adjusted total assets (using undepreciated real estate book values) and maintaining total unencumbered assets of at least 150% of the aggregate principal amount of outstanding unsecured ~~indebtedness~~debt of Host L.P. and its subsidiaries. So long as Host L.P. maintains the required level of interest coverage and satisfies these and other conditions in the senior notes indenture, it may incur additional debt.

~~We are in compliance with all~~

As of December 31, 2023, we have met the minimum financial ~~covenants applicable to~~covenant levels under our ~~Series D, E, F and G~~ senior ~~notes.~~notes indentures. The following table summarizes the financial tests contained in the senior notes indenture for our ~~Series D, E, F and G~~ senior notes and our actual credit ratios as of December 31, ~~2017:~~

2023:

Actual Ratio

Covenant Requirement

Unencumbered assets tests

496

~~498~~

Minimum ratio of 150%

Total indebtedness to total assets

Maximum ratio of 65%

Secured indebtedness to total assets

<1%

Maximum ratio of 40%

EBITDA-to-interest coverage ratio

8.6x

~~9.3~~

Minimum ratio of 1.5x

~~Covenants for Senior Notes Issued Before We Attained an Investment Grade Rating~~

Currently, our senior notes have an investment grade rating from Moody's, Standard & Poor's and Fitch Ratings. As a result, many of the restrictive covenants contained in the senior notes indenture and the supplemental indentures for our prior series of senior notes are not applicable, as they do not apply for so long as such series of notes maintain an investment grade rating from both Moody's and Standard & Poor's. The following primary covenants continue to apply to our existing senior notes (other than our Series D, E, F and G senior notes):

~~restrict our ability to sell all or substantially all of our assets or merge with or into other companies; and~~

~~require us to make an offer to repurchase the existing senior notes then currently outstanding upon the occurrence of a change of control.~~

If our senior notes no longer are rated investment grade by either or both of Moody's and Standard & Poor's, then the following covenants and other restrictions will be reinstated for our senior notes (but will not apply to the Series D, E, F and G senior notes which have different covenants):

our ability to incur indebtedness and make distributions will be subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-tointerest coverage ratio of at least 2.0x. We will be able to make distributions to enable Host Inc. to pay dividends on its preferred stock, if any, under the senior notes indenture when our EBITDA-to-interest coverage ratio is above 1.7 to 1.0. This ratio is calculated in accordance with the terms of our senior notes indenture applicable to our non-investment grade senior notes based on pro forma results for the four prior fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, and amortization of debt premiums or discounts that were recorded at acquisition of a loan in order to establish the debt at fair value. These amounts are included in interest expense on our consolidated statements of operations;

other covenants limiting our ability to incur indebtedness and make distributions would include maintaining total indebtedness of less than 65% of adjusted total assets (using undepreciated real estate book values), excluding intangible assets, and maintaining secured indebtedness and subsidiary indebtedness of less than 45% of adjusted total assets (using undepreciated real estate book values). So long as we maintain the required level of interest coverage and satisfy these and other conditions in the senior notes indenture applicable to our existing senior notes, we may make preferred or common OP unit distributions and incur additional debt, including debt incurred in connection with an acquisition. Even if we are below the coverage levels otherwise required to incur debt and make distributions when our senior notes no longer are rated investment grade, we still will be permitted to incur certain types of debt, including (i) credit facility debt, (ii) refinancing debt, (iii) up to $400 million of mortgage debt, which proceeds would be used to repay debt under the credit facility (and permanently reduce our ability to borrow under the credit facility by such amount), and (iv) up to $150 million of other debt. We also will be permitted to make distributions of estimated taxable income that are necessary to maintain Host Inc.'s REIT status;

a requirement to maintain unencumbered assets, based on undepreciated book values, of not less than 125% of the aggregate amount of senior note debt, plus other debt not secured by mortgages. This coverage requirement must be maintained at all times and is distinct from the coverage requirements necessary to incur debt or make distributions discussed above (which consequences, where we fall below the coverage level, are limited to restricting our ability to incur new debt or make distributions, but which would not otherwise cause a default under our senior notes indenture); and

our ability to make distributions on, redeem or repurchase our OP units; permit payment or distribution restrictions on certain of our subsidiaries; sell assets; enter into transactions with affiliates; and create certain liens will be restricted.

The following summarizes the actual credit ratios for our senior notes (other than the Series D, E, F and G senior notes) as of December 31, 2017 and the covenant requirements contained in the senior notes indenture that would be applicable at such times as our senior notes no longer are rated investment grade by either of Moody’s or Standard & Poor’s. Even if we were to lose the investment grade rating, we would be in compliance with all of our financial covenants under the senior notes indenture:

	Actual Ratio*			~~Covenant Requirement~~
~~Unencumbered assets tests~~		~~504~~	%	~~Minimum ratio of 125%~~
~~Total indebtedness to total assets~~		20	%	~~Maximum ratio of 65%~~
~~Secured indebtedness to total assets~~		0	%	~~Maximum ratio of 45%~~
~~EBITDA-to-interest coverage ratio~~		~~9.2~~	x	~~Minimum ratio of 2.0x~~
~~___________~~

Because of differences in the calculation methodology between our Series D, Series E, Series F and Series G senior notes and our other senior notes, our actual ratios as reported can be slightly different.

Credit Facility. On ~~May 31, 2017~~January 4, 2023, we entered into the ~~fourth~~sixth amended and restated senior revolving credit and term loan facility, with Bank of America, N.A., as administrative agent, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. as ~~syndication agent,~~co-syndication agents, and certain other agents and lenders. The credit facility allows for revolving borrowings in an aggregate principal amount of up to $1$1.5 billion. The revolver also includes a foreign currency subfacility for Canadian dollars, Australian dollars, Euros, British ~~pound~~pounds sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $500 million, subject to a lower amount in the case of Mexican ~~pesos~~peso borrowings. The credit facility also provides for ~~the existing~~a term loan facility of $1 billion (which is fully utilized), a subfacility of up to $100 million for swingline borrowings in currencies other than U.S. dollars ~~Canadian dollars, Euros or British pounds sterling~~ and a subfacility of up to $100 million for issuances of letters of credit. Host L.P. also has the option to ~~increase~~add in the ~~aggregate principal amount~~future $500 million of ~~the~~

commitments which may be used for additional revolving credit facility borrowings and/or term ~~loan facility of the credit facility by up to $500 million,~~loans, subject to obtaining additional loan commitments (which we have not currently obtained) and the satisfaction of certain conditions.

The revolving credit facility has an initial scheduled maturity date of ~~May 2021, with~~January 4, 2027, which date may be extended by up to a year by the exercise of either a 1-year extension option ~~for Host L.P. to extend the term for~~or two ~~additional six-month terms,~~6-month extension options, each of which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and ~~warranties, and~~warranties. One $500 million of term ~~loans have~~loan tranche has an initial ~~scheduled~~ maturity date of ~~May 2021, with an~~January 4, 2027, which date may be extended up to a year by the exercise of one 1-year extension option, ~~for Host L.P. to extend the term for one additional year,~~which is subject to ~~similar conditions. A~~certain conditions, including the payment of an extension fee; and the second $500 million term loan tranche has a maturity date of ~~term loans was~~January 4, 2028, which date may not ~~affected by the restatement and is scheduled to mature in September 2020.~~

be extended.

Neither the revolving credit facility nor the term loans, as applicable, requires any scheduled amortization payments prior to maturity. The term loans ~~otherwise~~ are subject to the same terms and conditions as those in the credit facility regarding subsidiary guarantees, operational covenants, financial covenants and events of default (as discussed below).

Guarantees. ~~The~~Similar to our senior note indenture, the credit facility requires all Host L.P. subsidiaries which guaranty Host L.P. senior unsecured debt to similarly guarantee obligations under the credit ~~facility but otherwise removed the requirement under the prior agreement that guarantees and pledges~~facility. Currently, there are ~~required in the event that Host L.P.’s leverage ratio exceeds 6.0x for two consecutive fiscal quarters at a time that Host L.P. does not have an investment grade long-term unsecured debt rating.~~

no such guarantees.

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Prepayments. Voluntary prepayments of revolver borrowings and term loans under the credit facility are permitted in whole or in part without premium or penalty. The loans under the credit facility are required to be prepaid in the event that asset sales reduce adjusted total assets (using undepreciated real estate book values) to below $10 billion if we do not reinvest the proceeds of those asset sales in new properties. At December 31, 2017, we have adjusted total assets, as defined in our credit facility, of $20 billion.

Financial Covenants. The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage. We are permitted to make borrowings and maintain amounts outstanding under the credit facility so long as our ratio of consolidated total debt to consolidated EBITDA (“leverage ~~ratio~~ratio”) is not in excess of 7.25x, our unsecured coverage ratio is not less than 1.75x and our fixed charge coverage ratio is not less than 1.25x. The financial covenants for the credit facility do not apply when there are no borrowings under the credit facility. Thus, so long as there are no amounts outstanding thereunder and the term loans are repaid, we would not be in default if we do not satisfy the financial covenants and we do not lose the potential to draw under the revolver portion of the credit facility in the future if we were ever to regain compliance with the financial covenants. These calculations are performed based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, ~~amortization of debt premiums or discounts that were recorded at issuance of a loan in order to establish its fair value~~ and non-cash interest expense, all of which are included in interest expense on our audited consolidated statements of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, pursuant to which cash and cash equivalents in excess of $100 million are deducted from our total debt balance.

We are in compliance with all of our financial covenants under the credit facility. The following table summarizes the financial tests contained in the credit facility and our actual credit ratios as of December 31, ~~2017:~~

2023:

Actual Ratio

Covenant Requirement

for all years

Leverage ratio

1.9x

~~2.2~~

Maximum ratio of 7.25x

Fixed charge coverage ratio

6.7x

~~6.6~~

Minimum ratio of 1.25x

Unsecured interest coverage ratio ⁽¹⁾

⁽¹⁾

8.8x

~~9.8~~

Minimum ratio of 1.75x

~~___________~~

~~(1)~~

~~If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio will be reduced to 1.5x.~~

___________

(1)If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio requirement will decrease to 1.50x.

Interest and Fees. The amendment also converted the underlying reference rate from LIBOR to SOFR plus a credit spread adjustment of 10 basis points. We pay interest on U.S. dollar revolver borrowings under the credit facility at floating rates equal to ~~LIBOR~~SOFR (plus a credit spread adjustment of 10 basis points) plus a ~~margin. The~~ margin ~~ranges~~ranging from ~~82.5~~72.5 to ~~155~~140 basis points (depending on Host L.P.’s unsecured long-term debt rating). We also pay a facility fee on the total $1.5 billion revolver commitment ranging from 12.5 to 30 basis points, depending on our rating and regardless of usage. We also may elect to pay interest on revolver and term loan borrowings using a base rate plus a margin that is similarly determined based on Host L.P.’s unsecured long-term debt rating. The credit facility includes a sustainability pricing adjustment that can result in a change in the interest rate applicable to borrowings. The adjustment can result in an increase or decrease of the interest rate for revolving loans of up to 4 basis points and an increase or decrease of the facility fee of up to 1 basis point. In the case of the term loans, the adjustment can result in an increase or decrease of the interest rate applicable of up to 5 basis points. The adjustments will be determined annually on the basis of an annual audited report of Host L.P.’s performance against targets established in the credit facility for (1) the percentage of our consolidated portfolio with green building certifications and (2) the percentage of electricity used at all our consolidated properties that is generated by renewable resources. Effective June 30, 2023, we achieved a milestone in the progress towards our renewable energy goal, resulting in the applicable basis point reduction in the interest rate on borrowings under the credit facility. Based on Host L.P.’s unsecured long-term debt rating as of December 31, ~~2017,~~2023, we are able to borrow on the revolver at a rate of ~~LIBOR~~adjusted SOFR plus ~~100~~85 basis points less 2 basis points for meeting sustainability milestones for an all-in rate of 6.29% and pay a facility fee of 2019.5 basis points.

Interest on the term loans consists of floating rates equal to ~~LIBOR~~SOFR (plus a credit spread adjustment of 10 basis points) plus a margin ranging from 9080 to ~~175~~160 basis points (depending on Host L.P.’s unsecured long-term debt rating). and adjusted for sustainability pricing. Based on Host L.P.’s long-term debt rating as of December 31, ~~2017,~~2023, our applicable margin on ~~LIBOR~~SOFR loans under both term loans is ~~110~~95 basis ~~points.~~

points less 2.5 basis points for meeting sustainability milestones, for an all-in rate of 6.39%.

Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters. Certain covenants are less restrictive at any time that our leverage ratio is below ~~6.0x, as currently is the case. In particular, at~~6.0x. At any time that

our leverage ratio is below 6.0x, ~~we will not be subject to limitations on capital expenditures, and the limitations on~~ acquisitions, investments, dividends and distributions ~~contained~~generally are permitted except where they would result in a breach of the ~~credit facility will be superseded by the generally less restrictive corresponding~~financial covenants, ~~in our senior notes indenture to the extent applicable, while our senior notes maintain an investment grade rating.~~calculated on a pro forma basis. Additionally, the credit facility’s restrictions on the incurrence of debt ~~and~~incorporate the ~~payment of dividends and distributions generally are consistent with~~same financial covenant as set forth in our senior notes indenture. These provisions, under certain circumstances, limit debt incurrence to debt incurred under the credit facility or in connection with a refinancing, and limit dividend payments to those necessary to maintain Host Inc.’s tax status as a REIT.

Table of Contents

The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts due under the credit facility may be accelerated and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts due under the credit facility automatically will become due and payable and the lenders’ commitments automatically will terminate.

Mortgage Debt, Including Unconsolidated Joint Ventures. At December 31, 2023, we own one consolidated property that is encumbered by mortgage debt. All of ~~Unconsolidated Partner Interests.~~our mortgage debt is recourse solely to specific assets, except in instances of fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2023, our mortgage debt has an interest rate of 4.67% and matures in 2027, with principal and interest payments due monthly. We also own non-controlling interests in ~~partnerships and~~ joint ventures that are not consolidated and that are accounted for under the equity method. The portion of the mortgage and other debt of these ~~partnerships and~~ joint ventures attributable to us, based on our ownership percentage thereof, was ~~$472~~$208 million at December 31, 2017. The mortgage debt related to the hotels owned by our Euro JV contains operating covenants that could result in the joint venture being required to escrow cash from operations or to make principal payments without penalty.2023. The debt of our unconsolidated joint ventures is non-recourse to us. ~~See “—Off-Balance Sheet Arrangements and Contractual Obligations.”~~

~~Distribution/Dividend~~

Distributions/Dividends. Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, which primarily is dependent on our results of operations, as well as on tax gains and losses on ~~property~~hotel sales. For the fourth quarter of 2023, Host Inc. paid a regular quarterly cash dividend of $0.20 per share and a special ~~cash~~ dividend of ~~$0.05~~$0.25 per share on its common stock on January 16, ~~2018~~2024 to stockholders of record as of December 29, 2017. The $0.20 per share dividend represents Host Inc.’s intended regular quarterly cash dividend for the next several quarters, subject to Board approval. While Host Inc. intends to use available cash predominantly for acquisitions or other investments in its portfolio, to the extent that we do not identify appropriate investments, we may elect in the2023. Any future ~~subject to market conditions, to use available cash for other purposes, such as common stock repurchases or increased dividends, which dividends could be in excess of taxable income. Any special~~ dividend will be subject to approval by Host Inc.’s Board of Directors.

Funds used by Host Inc. to pay dividends are provided ~~through~~by distributions from Host L.P. As of December 31, ~~2017,~~2023, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by various unaffiliated limited partners. Each OP unit may be offered for redemption by the ~~holders~~limited partners for cash or, at the election of Host Inc., Host Inc. common stock based on the then current conversion ratio. The current conversion ratio is 1.021494 shares of Host Inc. common stock for each OP unit.

Investors should ~~take into account~~consider the 1% non-controlling position of Host L.P. OP units when analyzing dividend payments by Host Inc. to its stockholders, as these holders of OP units share, on a pro rata basis, in amounts being distributed by Host L.P. to holders of its OP units. For example, if Host Inc. paid a $1 per share dividend on its common stock, it would be based on the payment of a $1.021494 per common OP unit distribution by Host L.P. to Host Inc., as well as to the other common OP unitholders.

Counterparty Credit Risk. We are subject to counterparty credit risk, which relates to the ability of counterparties to meet their contractual payment obligations or the potential non-performance of counterparties to deliver contracted commodities or services at the contracted price. We assess the ability of our counterparties to fulfill their obligations to determine the impact, if any, of counterparty bankruptcy or insolvency on our financial condition. We are exposed to credit risk with respect to cash held at various financial institutions and access to our credit ~~facility and amounts due or payable under~~facility. We believe our ~~derivative contracts. Our~~ credit exposure in each of these cases is ~~limited. Our exposure with regard to our cash and the available capacity under the revolver portion of our credit facility is mitigated,~~limited, as the credit risk is spread among a diversified group of investment grade financial institutions. ~~At December 31, 2017, all our derivative contracts were in liability positions. Therefore, we had no exposure~~We also have counter-party credit risk ~~related~~with respect to our ~~derivative contracts.~~

~~Off-Balance Sheet Arrangements and Contractual Obligations~~

~~Off-Balance Sheet Arrangements.~~ We are party to various transactions, agreements or other contractual arrangements with unconsolidated entities (which we refer to as “off-balance sheet arrangements”), pursuant to which we have certain contingent liabilities and/or guarantees. Contingencies included on our balance sheet are discussed in Part II Item 8. “Financial Statements and Supplementary Data – Note 16. “Guarantees and Contingencies.” Asoutstanding note receivable, although upon event of ~~December 31, 2017, we are party to the following material off-balance sheet arrangements:~~

~~European Joint Venture. The Euro JV consists of two separate funds, with our partners APG Strategic Real Estate Pool NV, an affiliate of~~ a Dutch Pension Fund (“APG”) and Jasmine Hotels Pte Ltd, an affiliate of the real estate investment company of the Government of Singapore Investment Corporation Pte Ltd (“GIC RE”). We serve as the general partner for the joint venture and have a combined general and limited partner interest of 32.1% of Euro JV Fund I and 33.4% of Euro JV Fund II. Due to the ownership structure and substantive participating rights of the non-Host limited partners, including approval over financing, acquisitions and dispositions, and annual operating and capital expenditures budgets, the Euro JV is not consolidated in our financial statements. As of December 31, 2017, the book value of the total assets of the Euro JV are approximately €1.7 billion.

~~Our investment and partners’ funding as of December 31, 2017 is as follows:~~

Host's Net Investment

Total Partner Funding

Euros
(in millions)

US$
(in millions)

Euros
(in millions)

Euro JV Fund I

€
105

$
126

€
440

Euro JV Fund II

121

145

371

€
226

$
271

€
811

The commitment period for both funds for acquisitions has expired. The remaining commitment is limited to investments in the current portfolio of hotels, including capital expenditures and debt repayments.

As asset manager of the Euro JV funds, we earn an asset management fee based on the amount of equity invested, which in 2017, 2016 and 2015 aggregated approximately $8 million, $8 million and $11 million, respectively.

During 2017, the Euro JV distributed €82 million to its partners, of which Host’s share was €26 million ($31 million). During 2016, the Euro JV distributed €47 million to its partners, of which Host’s share was €15 million ($18 million). In 2015, the Euro JV distributed €328.5 million to its partners, of which Host’s share was €107 million ($115 million), which distribution primarily was funded by proceeds from the disposition of nine hotels. The Euro JV invested approximately €22 million in 2017 and €23 million in both 2016 and 2015, in capital expenditures projects.

In December 2017, the Euro JV acquired the Hilton Amsterdam Airport Schiphol for €148 million ($175 million). In connection with the acquisition, the partnership entered into a mortgage loan in the amount of €81.4 million which matures on December 13, 2022 and the partners contributed €70 million, of which Host contributed €23 million ($27 million).

~~The Euro JV has €857 million of debt, all of which is non-recourse to us. A~~ default of the ~~Euro JV mortgage debt does not trigger a default under any of~~notes, we would seek to enforce our ~~debt. The weighted average interest rate~~rights against the collateral in accordance with the terms of the ~~Euro JV debt is 2.4% and it has a weighted average maturity of 3.7 years.~~

~~Asia/Pacific Joint Venture.~~ We have a 25% interest in the Asia/Pacific JV with RECO Hotels JV Private Limited, an affiliate of GIC RE. The agreement may be terminated by either partner at any time, which would trigger the liquidation of the JV. Due to the ownership structure and the substantive participating rights of the non-Host limited partner, including approval over financing, acquisitions and dispositions, and annual operating and capital expenditures budgets, the Asia/Pacific JV is not consolidated in our financial statements. The commitment period for equity contributions to the Asia/Pacific JV has expired. Certain funding commitments remain, however, related to its existing investments in India.

As of December 31, 2017, the partners have invested approximately $104 million (of which our share is $26 million) in a separate joint venture in India with Accor S.A. and InterGlobe Enterprises Limited, in which the Asia/Pacific JV holds a 36% interest. This joint venture owns seven hotels in Delhi, Bangalore and Chennai, totaling approximately 1,720 rooms. The hotels are managed by AccorHotels under the Pullman, ibis and Novotel brands.

~~Maui Joint Venture.~~ We own a 67% interest in a joint venture with an affiliate of HV Global Group, a subsidiary of Interval Leisure Group (“Interval”), that owns a 131-unit vacation ownership development in Maui, Hawaii adjacent to our Hyatt Regency Maui Resort & Spa (the “Maui JV”). Our ownership is a non-controlling interest as a result of the significant economic rights held by the Interval member, which also is the managing member. Since 2012, we have contributed approximately $87 million to the Maui JV, which includes the contribution of land valued at $36 million. During 2017, the Maui JV repaid its outstanding construction loan releasing us of our guarantees, and it began making distributions to its partners. During 2017, we received a distribution of $7 million from the Maui JV. During 2017, 2016 and 2015, the Maui JV recognized $54 million, $55 million and $76 million, respectively, of sales of timeshare units.

~~Hyatt Place Joint Venture~~. We own a 50% interest in a joint venture with White Lodging Services that owns the 255-room Hyatt Place Nashville Downtown in Tennessee. The joint venture has a $60 million mortgage loan that is non-recourse to us. Due to the significant participating rights of our partner, we do not consolidate the joint venture in our financial statements. During 2017, we received approximately $3 million of distributions from the joint venture as a result of excess cash from operations.

~~Harbor Beach Joint Venture.~~ We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida. The joint venture has approximately $150 million of mortgage debt that is non-recourse to us. Due to significant participating rights of our partner, we do not consolidate the joint venture in our financial statements. During 2017, we received approximately $7 million of distributions from the joint venture as a result of excess cash from operations.

~~For additional discussion on each of our joint venture investments, see Part II Item 8. Financial Statements and Supplementary Data – Note 3. “Investments in Affiliates.”~~

~~Contractual Obligations.~~ The table below summarizes our obligations for principal and estimated interest payments on our debt, future minimum lease payments on our operating and capital leases, projected capital expenditures and other long-term liabilities, each as of December 31, 2017 (in millions):

Payments due by period

Less than

More than

Total

1 year

1 to 3 years

3 to 5 years

5 years

Long-term debt obligations ⁽¹⁾

$
4,821

$
158

$
811

$
1,553

$
2,299

Capital lease obligations

1

1

—

—

—

Operating lease obligations

1,487

42

80

76

1,289

Purchase obligations ⁽²⁾

210

181

29

—

—

Other long-term liabilities reflected on
the balance sheet⁽³⁾

26

1

6

—

19

Total

$
6,545

$
383

$
926

$
1,629

$
3,607

___________

~~(1)~~

~~The amounts shown include amortization of principal, debt maturities and estimated interest payments. Interest payments have been reflected based on the weighted average interest rate.~~

agreement.

~~(2)~~

~~Our only purchase obligations consist of commitments for capital expenditures at our hotels. Under our contracts, we have the ability to defer some of these expenditures into later years.~~

~~(3)~~

~~The amounts shown include deferred management fees, obligations to third-parties related to prior property transactions and the estimated amount of tax expense related to uncertain tax liabilities.~~

~~Tax Sharing Arrangements~~. Under tax sharing agreements with former affiliated companies (such as Marriott International, Inc., HMS Host and Barceló Crestline Corporation), we are obligated to pay certain taxes (federal, state, local and foreign, including any related interest and penalties) relating to periods in which the companies were affiliated with us. For example, a taxing authority could adjust an item deducted by a former affiliate during the period that such former affiliate was owned by us. This adjustment could result in a tax liability that we may be obligated to pay under the tax sharing agreement. Additionally, under the partnership agreement between Host Inc. and Host L.P., Host L.P. is obligated to pay certain taxes (federal, state, local and foreign, including any related interest and penalties) incurred by Host Inc., as well as any liabilities the IRS may successfully assert against Host Inc. We do not expect any amounts paid under these tax sharing arrangements to be material.

~~Tax Indemnification Agreements.~~ As a result of certain federal and state income tax considerations of the former owners of two hotels currently owned by Host L.P., we have agreed to restrictions on selling such hotels, or repaying or refinancing mortgage debt, for varying periods. One of these agreements expires in 2028 and the other in 2031.

~~Guarantees~~. We have entered into certain guarantees, which consist of commitments we have made to third parties for leases or debt, that are not recorded on our books due to various dispositions, spin-offs and contractual arrangements, but that we have agreed to pay in the event of certain circumstances, including default by an unrelated party. We consider the likelihood of any material payments under these guarantees to be remote. For a discussion of the largest guarantees (by dollar amount) see “Item 8. Financial Statements and Supplementary Data - Note 16. Guarantees and Contingencies.”

Critical Accounting ~~Policies~~

Estimates

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the

reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies are disclosed in the notes to our consolidated financial statements. For a detailed discussion of the ~~following~~ critical accounting ~~policies that require~~policy related to impairment testing on our property and equipment, which requires us to exercise our business judgment or make significant estimates, see “Item 8. Financial Statements and Supplementary Data -– Note 1. Summary of Significant Accounting ~~Policies:”~~

Policies”.

~~Business Combinations;~~

~~Property and Equipment – Impairment testing;~~

Table of Contents

~~Property and Equipment – Other-than-Temporary Impairment of an Investment;~~

~~Property and Equipment – Classification of Assets as “Held for Sale”; and~~

~~Basis of Presentation and Principles of Consolidation.~~

~~Application of New Accounting Standards~~

See Note 1 to the Consolidated Financial Statements in Item 8 for information regarding accounting standards we adopted in 2017 and other new accounting standards that have been issued by the Financial Accounting Standards Board (“FASB”) but are not effective until after December 31, 2017.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. The standard sets forth steps to determine the timing and amount of revenue to be recognized to depict the transfer of goods or services in an amount that reflects the consideration that the entity expects in exchange. Beginning in 2015, the FASB issued a number of ASUs to provide further clarification related to this standard and to defer the effective date to reporting periods beginning after December 15, 2017. Additionally, in February 2017, the FASB issued ASU No. 2017-05, ~~Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)~~, which is required to be adopted concurrently, as it provides further guidance on accounting for the derecognition of and partial sales of a nonfinancial asset. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales; however, it may allow for earlier gain recognition for certain sale transactions pursuant to which we have continuing involvement with the asset. Upon adoption, we will implement these standards using a modified retrospective approach with a cumulative effect recognized with no restatements of prior period amounts.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842),~~ which affects aspects of accounting for lease agreements. Under the new standard, all leases, including operating leases, will require recognition of the lease assets and lease liabilities by lessees on the balance sheet. However, the effect on the statement of operations and the statement of cash flows largely is unchanged. The standard is effective for fiscal years beginning after December 15, 2018, with early application permitted. The standard requires a modified retrospective approach, with restatement of the periods presented in the year of adoption. The primary impact of the new standard will be to the treatment of our 26 ground leases, which represent approximately 85% of all of our operating lease payments. While we have not completed our analysis, we believe that the application of this standard will result in the recording of a right of use asset and the related lease liability of between $400 million and $500 million for the ground leases, although changes in discount rates, ground lease terms or other variables may have a significant effect on this calculation. As noted above, we expect that the adoption of this standard will have minimal impact on our income statement.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~, which is intended to simplify accounting for share-based payment transactions and will affect the classification of certain share-based awards and related income tax withholdings. The standard is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. As a result of the standard, the share-based payment awards granted in 2017 are equity-classified awards, and the excess tax benefits or deficiencies that are generated or incurred based on the difference between the intrinsic value of the award and the grant-date fair value is recognized as income tax benefit or expense on the income statement. The adoption of this standard has not had a material effect on our consolidated financial statements.

~~In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230):~~ ~~Restricted Cash~~, which requires that, on the statement of cash flows, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending total amounts thereof. We adopted this standard beginning January 1, 2017. As a result, amounts included in restricted cash and furniture, fixtures and equipment replacement fund on our consolidated balance sheet are included with cash and cash equivalents on the consolidated statement of cash flows. These items

~~totaled $196 million, $172 million and $156 million for the years ended December 31, 2017, 2016 and 2015, respectively. The adoption of this standard did not change our balance sheet presentation.~~

~~In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805):~~ ~~Clarifying the Definition of a Business~~. The standard adopts a two-step approach wherein, if substantially all the fair value of the gross assets acquired is concentrated in a single (group of similar) identifiable asset(s), then the transaction will be considered an asset purchase. As a result of this standard, we anticipate that the majority of our hotel purchases will be considered asset purchases as opposed to business combinations, although the determination will be made on a transaction-by-transaction basis. This standard will be applied on a prospective basis and, therefore, it does not affect the accounting for any of our previous transactions. The standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted.

~~Our Customers~~

Our customers fall into three broad groups: transient business, group business and contract business. Similar to the majority of the lodging industry, we further categorize business within these broad groups based on characteristics they have in common as follows:

Transient business broadly represents individual business or leisure travelers. Business travelers make up the majority of transient demand at our hotels. Therefore, we will be significantly more affected by trends in business travel than trends in leisure demand. The four key subcategories of the transient business group are:

~~Retail~~: This is the benchmark rate that a hotel publishes and offers to the general public. It typically is the rate charged to travelers that do not have access to negotiated or discounted rates. It includes the “rack rate,” which typically is applied to rooms during high demand periods and is the highest rate category available. Retail room rates will fluctuate more freely depending on anticipated demand levels (e.g. seasonality and weekday vs. weekend stays).

~~Non-Qualified Discount~~: ~~These include special rates offered by the hotels, including packages, advance-purchase discounts and promotional offers. These also include rooms booked through online travel agencies (OTAs).~~

~~Special Corporate~~: This is a negotiated rate offered to companies and organizations that provide significant levels of room night demand to the hotel or to hotel brands generally. These rates typically are negotiated annually at a discount to the anticipated retail rate. In addition, this category includes rates offered at the prevailing per diem for approved government travel.

~~Qualified Discount~~: This category encompasses all discount programs, such as AAA and AARP discounts, rooms booked through wholesale channels, frequent guest program redemptions, and promotional rates and packages offered by a hotel.

~~Group business represents clusters of guestrooms booked together, usually with a minimum of 10 rooms. The three key sub-categories of the group business category are:~~

~~Association: group business related to national and regional association meetings and conventions.~~

~~Corporate: group business related to corporate meetings (e.g., product launches, training programs, contract negotiations, and presentations).~~

~~Other: group business predominately related to social, military, education, religious, fraternal and youth and amateur sports teams, otherwise known as SMERF business.~~

Contract business refers to blocks of rooms sold to a specific company for an extended period of time at significantly discounted rates. Airline crews are typical generators of contract demand for our airport hotels. Additionally, contract rates may be utilized by hotels that are located in markets that are experiencing consistently lower levels of demand.

Comparable Hotel Operating Statistics

and Results

Effective January 1, 2023, we ceased presentation of All Owned Hotel results that was used while the COVID-19 pandemic disrupted operations, limiting the usefulness of year-over-year comparisons, and returned to a comparable hotel presentation for our hotel level results. We believe this provides investors with a better understanding of underlying growth trends for our current portfolio, without impact from properties that experienced closures due to renovations or property damage sustained.

To facilitate a year-to-year comparison of our operations, we present certain operating statistics (i.e., Total RevPAR, RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in ~~this report~~our reports on a comparable hotel basis in order to enable our investors to better evaluate our operating performance.

~~Because these statistics and operating results relate only to our hotel properties, they exclude results for our non-hotel properties and other real estate investments.~~ We define our comparable hotels as ~~properties:~~

~~(i)~~

that are owned or leased by us and the operations of which are included in our consolidated results, whether as continuing operations or discontinued operations, for the entirety of the reporting periods being compared; and

those that: (i) are owned or leased by us as of the reporting date and are not classified as held-for-sale; and (ii) have not sustained substantial property damage or business interruption, or undergone large-scale capital projects, in each case requiring closures lasting one month or longer (as further defined below), during the reporting periods being compared.

~~(ii)~~

~~that have not sustained substantial property damage or business interruption, or undergone large-scale capital projects (as further defined below) during the reporting periods being compared.~~

We make adjustments to include recent acquisitions to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. Additionally, operating results of hotels that we sell are excluded from the comparable hotel set once the transaction has closed or the hotel is classified as held-for-sale.

The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A ~~large scale~~large-scale capital project ~~that~~ would cause a hotel to be excluded from our comparable hotel set ~~is an extensive renovation of several core aspects of~~if it requires the hotel, such as rooms, meeting space, lobby, bars, restaurants and other public spaces. Both quantitative and qualitative factors are taken into consideration in determining if the renovation would cause a hotelentire property to be ~~removed from the comparable~~closed to hotel set, including unusual or exceptional circumstances such as: a reduction or increase in room count, rebranding, a significant alteration of the business operations, or the closing of the hotel during the renovation.

~~We do not include an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results~~guests for one full calendar year. For example, we acquired The Don CeSar in February 2017. The hotel will not be included in our comparable hotel set until January 1, 2019. Hotels that we sell are excluded from the comparable hotel set once the transaction has closed. month or longer.

Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption if it requires the property to be closed to hotel guests for one month or ~~commence a large-scale capital project.~~longer. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after ~~completion of~~ the ~~repair of the~~hotel has reopened. Often, related to events that cause property damage ~~or cessation~~and the closure of ~~the~~a hotel, we will collect business interruption orinsurance proceeds for the ~~completion~~near-term loss of ~~large-scale capital projects, as applicable.~~

business. These proceeds are included in gain on insurance settlements on our consolidated statements of operations. Business interruption insurance gains related to a hotel that was excluded from our comparable hotel set also will be excluded from the comparable hotel results.

Of the 9477 hotels that we owned onas of December 31, ~~2017, 87~~2023, 75 have been classified as comparable hotels. The operating results of the following ~~hotels~~properties that we owned as of December 31, ~~2017~~2023 are excluded from comparable hotel results for these periods:

~~The Denver Marriott Tech Center, removed in the first quarter of 2016~~•Hyatt Regency Coconut Point Resort & Spa (business disruption due to extensive renovations, including conversion of 64 rooms to 41 suites, conversion of the concierge lounge into three meeting rooms, and the repositioning of the public space and food and beverage areas)Hurricane Ian beginning in September 2022, reopened in November 2022);

•The ~~Hyatt Regency San Francisco Airport, removed in the first quarter of 2016~~Ritz-Carlton, Naples (business disruption due to ~~extensive renovations, including all guestrooms~~Hurricane Ian beginning in September 2022, reopened in July 2023); and ~~bathrooms, meeting space, the repositioning of the atrium into a new restaurant~~

•Sales and ~~lounge, and conversion of the existing restaurant to additional meeting space);~~

~~Marriott Marquis San Diego Marina, removed in the first quarter of 2015 (business interruption due~~marketing expenses related to the ~~demolition~~development and sale of ~~the existing conference center and construction of the new exhibit hall);~~

~~The Phoenician (acquired in June 2015 and, beginning in second quarter 2016, business disruption due~~condominium units on a development parcel adjacent to extensive renovations, including all guestrooms and suites, a redesign of the lobby and public areas, renovation of pools, recreation areas and a restaurant and a re-configured spa and fitness center);

~~Axiom Hotel (acquired as the Powell Hotel in January 2014, then closed during 2015 for extensive renovations and reopened in January 2016);~~

~~The Don CeSar and Beach House Suites complex (acquired February 2017); and~~

~~W Hollywood (acquired March 2017).~~

~~The operating results of~~ ~~14 hotels disposed of in 2017 and 2016 are not included in comparable hotel results for the periods presented herein. None of our hotels have been excluded from our comparable hotel results due to Hurricanes Harvey or Irma.~~ In 2018, the following hotels will be excluded from our comparable hotel results because they will be undergoing large-scale capital projects during the comparable periods reported: the San Francisco Marriott Marquis; The Ritz-Carlton, Naples; and The Phoenician. We also will exclude the Key Bridge Marriott, which we sold in January, along with any hotels acquired or sold during 2018.

As of December 31, 2016, 88 of our 96 hotels were classified as comparable. The operating results of the following hotels that we owned as of December 31, 2016 are excluded from comparable hotel results for these periods:

The Denver Marriott Tech Center, removed in the first quarter of 2016 (business disruption due to extensive renovations, including conversion of 64 rooms to 41 suites, conversion of the concierge lounge into three meeting rooms, and the repositioning of the public space and food and beverage areas);

•

The Hyatt Regency San Francisco Airport, removed in the first quarter of 2016 (business disruption due to extensive renovations, including all guestrooms and bathrooms, meeting space, the repositioning of the atrium into a new restaurant and lounge, and conversion of the existing restaurant to additional meeting space);

The Camby Hotel (previously The Ritz-Carlton, Phoenix), removed in the third quarter of 2015 (business interruption due to rebranding, including closure of the hotel in July 2015 for extensive renovation work);

~~The Logan (previously the~~ Four Seasons ~~Philadelphia), removed in the first quarter of 2015 (business interruption due to rebranding, including closure of the hotel in order to expedite renovation efforts);~~

Resort Orlando at Walt Disney World® Resort.

Houston Airport Marriott at George Bush Intercontinental, removed in the first quarter of 2015 (business interruption due to complete repositioning of the hotel, including guest room renovations and the closure of two restaurants to create a new food and beverage outlet and lobby experience);

Marriott Marquis San Diego Marina, removed in the first quarter of 2015 (business interruption due to the demolition of the existing conference center and construction of the construction of the new exhibit hall);

Foreign Currency Translation

The Phoenician (acquired in June 2015 and, beginning in second quarter 2016, business disruption due to extensive renovations, including all guestrooms and suites, a redesign of the lobby and public areas, renovation of pools, recreation areas and a restaurant and a re-configured spa and fitness center); and

~~Axiom Hotel (acquired as the Powell Hotel in January 2014, then closed during 2015 for extensive renovations and reopened in January 2016).~~

~~Constant US$ and Nominal US$~~

Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. ~~For comparative purposes, we also present the RevPAR~~Therefore, hotel statistics and results for 2016 assuming the results of our foreign operations were translated using the same exchange rates that were effective for the comparable periods in 2017, thereby eliminating the effect of currency fluctuation for the year-over-year comparisons. We believe this presentation is useful to investors as it provides clarity with respect to the growth in RevPAR in the local currency of the hotel consistent with the manner in which we would evaluate our domestic portfolio. However, the effect of changes in foreign currency has been reflected in the actual results of net income, EBITDA, Adjusted EBITDAre~~, earnings per diluted share and Adjusted FFO per diluted share. Nominal US$ results~~non-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.

Non-GAAP Financial Measures

We use certain “non-GAAP financial measures,” which are measures of our historical financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. These measures are as follows: (i) EBITDA, EBITDAre and Adjusted EBITDAre as a measure of performance for Host Inc. and Host L.P., (ii) Funds From Operations (“FFO”) and FFO per diluted share (both NAREIT and Adjusted), as a measure of performance for Host Inc., and (iii) comparable hotel ~~property level~~ operating results, as a measure of performance for Host Inc. and Host L.P.

Table of Contents

We calculate EBITDAre and NAREIT FFO per diluted share in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies that do not use the NAREIT definition of EBITDAre and FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. In addition, although EBITDAre and FFO per diluted share are useful measures when comparing our results to other REITs, they may not be helpful to investors when comparing us to non-REITs. We also calculate Adjusted FFO per diluted share and Adjusted EBITDAre, which ~~measure is~~measures are not in accordance with NAREIT guidance and may not be comparable to measures calculated by other ~~REITs. EBITDA and Adjusted EBITDA~~re~~, as presented, also may not be comparable to measures calculated~~REITs or by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP. Cash expenditures for various long-term assets (such as renewal and replacement capital expenditures), interest expense (for EBITDA, EBITDAre, and Adjusted EBITDAre purposes only) severance expense related to significant property-level reconfigurationand other items have been, and will be, made and are not reflected in the EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share presentations. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations and consolidated statements of cash flows include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, EBITDAre and Adjusted EBITDAre should not be considered as measures of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions. In addition, NAREIT FFO per diluted share and Adjusted FFO per diluted share do not measure, and should not be used as measures of, amounts that accrue directly to stockholders’ benefit.

Similarly, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO per diluted share include adjustments for the pro rata share of our equity investments and NAREIT FFO and Adjusted FFO include adjustments for non-controlling partners in consolidated partnerships. Our equity investments consist of interests ranging from 11% to 67% in ~~seven~~eight domestic and international partnerships that own a total of 2135 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities. The non-controlling partners in consolidated partnerships primarily consist of the approximate 1% interest in Host LPL.P. held by ~~outside~~unaffiliated limited partners and ~~interests ranging from~~a 15% ~~to 48%~~interest held by ~~outside partners~~an unaffiliated limited partner in ~~two partnerships, each owning~~ one hotel for which we do control the entity and, therefore, consolidate its operations. These pro rata results for NAREIT FFO and Adjusted FFO per diluted share, EBITDAre and Adjusted EBITDAre are calculated as set forth below. Readers should be cautioned that the pro rata results presented in these measures for consolidated partnerships (for NAREIT FFO and Adjusted FFO per diluted share) and equity investments may not accurately depict the legal and economic ~~implications~~consequences of our investments in these entities. The following discussion defines these terms and presents why we believe they are useful measures of our performance.

NAREIT and Adjusted Funds From Operations per Diluted Share

Year ended December 31,

2017

2016

Net income ⁽¹⁾

$
571

$
771

Less: Net loss attributable to non-controlling interests

(7
)

(9
)
Net income attributable to Host Inc.

564

762

Adjustments:

Gain on dispositions ⁽²⁾

(100
)

(250
)
Tax on dispositions

18

9

Gain on property insurance settlement

(1
)

(1
)
Depreciation and amortization

704

720

Non-cash impairment loss

43

—

Equity investment adjustments:

Equity in earnings of affiliates

(30
)

(21
)
Pro rata FFO of equity investments

56

48

Consolidated partnership adjustments:

FFO adjustment for non-controlling partnerships

(4
)

(4
)
FFO adjustments for non-controlling interests of Host L.P.

(8
)

(6
)
NAREIT FFO ⁽¹⁾

1,242

1,257

Adjustments to NAREIT FFO:

Acquisition costs

1

—

Adjustment for Tax Reform ⁽³⁾

6

—

Loss on debt extinguishment

1

—

Adjusted FFO ⁽¹⁾

$
1,250

$
1,257

For calculation on a per share basis ⁽⁴⁾:

Diluted weighted average shares outstanding - EPS,
NAREIT FFO and Adjusted FFO

739.1

743.7

NAREIT FFO per diluted share

$
1.68

$
1.69

Adjusted FFO per diluted share

$
1.69

$
1.69

___________

~~(1-2)~~

~~Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA, EBITDA~~re ~~and Adjusted EBITDA~~re ~~for Host Inc. and Host L.P.~~

~~(3)~~

As a result of the reduction of corporate income tax rates from 35% to 21% caused by the Tax Cuts and Jobs Act, we remeasured our domestic deferred tax assets as of December 31, 2017 and recorded a one-time adjustment to reduce the deferred tax assets and increase the provision for income taxes by approximately $11 million. Additionally, similar corporate income tax rate reductions affected our European Joint Venture, causing the remeasurement of the net deferred tax assets and liabilities in France and Belgium, resulting in a net tax benefit to us of $5 million. We do not consider these adjustments to be reflective of our ongoing operating performance and therefore have excluded these items from Adjusted FFO.

(in millions, except per share amount)

~~(4)~~

Earnings per diluted share and NAREIT FFO and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling partners, exchangeable debt securities and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for securities if they are anti-dilutive.


	Year ended December 31,
	2023		2022
Net income	$	752	$	643
Less: Net income attributable to non-controlling interests	(12)		(10)
Net income attributable to Host Inc	740		633
Adjustments:
Gain on dispositions(1)	(70)		(16)
Gain on property insurance settlement	(3)		(6)
Depreciation and amortization	695		663
Equity investment adjustments:
Equity in earnings of affiliates	(6)		(3)
Pro rata FFO of equity investments⁽²⁾	20		25
Consolidated partnership adjustments:
FFO adjustment for non-controlling partnerships	(1)		(1)
FFO adjustments for non-controlling interests of Host L.P.	(9)		(9)
NAREIT FFO	1,366		1,286
Adjustments to NAREIT FFO:
Loss on debt extinguishment	4		—
Adjusted FFO	$	1,370	$	1,286

For calculation on a per share basis:⁽³⁾



Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO	712.8		717.5
Diluted earnings per common share	$	1.04	$	0.88
NAREIT FFO per diluted share	$	1.92	$	1.79
Adjusted FFO per diluted share	$	1.92	$	1.79

\__________

(1-2)Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.

(3)Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling limited partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for securities if they are anti-dilutive.

Comparable Hotel Property Level Operating ~~Results.~~ Results

We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a comparable hotel, or ~~“same~~"same store,”" basis as supplemental information for our investors. Our comparable hotel results present operating results for our hotels ~~owned during the entirety of the periods being compared~~ without giving effect to ~~any acquisitions~~dispositions or ~~dispositions, significant~~properties that experienced closures due to renovations or property damage, ~~or large scale capital improvements incurred during these periods.~~as discussed in “Comparable Hotel Operating Statistics and Results” above. We present comparable hotel EBITDA to help us and our investors evaluate the ongoing operating performance of our comparable ~~properties~~hotels after removing the impact of our capital structure (primarily interest expense), and ~~its~~our asset base (primarily depreciation and ~~amortization)~~amortization expense). ~~Other corporate-level~~Corporate-level costs and expenses also are ~~also~~ removed to arrive at property-level results. We believe these property-level results provide investors with supplemental information ~~into~~about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented

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both by location and for our properties in the aggregate. We eliminate from our comparable hotel level operating results severance costs related to broad-based and significant property-level reconfiguration that is not considered to be within the normal course of business, as we believe this elimination provides useful supplemental information that is beneficial to an investor’s understanding of our ongoing operating performance. We also eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values historically have risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be ~~insufficient by themselves.~~

~~As a result~~insufficient.

Because of the elimination of corporate-level costs and expenses, gains or losses on disposition, certain severance expenses and depreciation and amortization expense, the comparable hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.

We present these hotel operating results on a comparable hotel basis because we believe that doing so provides investors and management with useful information for evaluating the period-to-period performance of our hotels and facilitates comparisons with other hotel REITs and hotel owners. In particular, these measures assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable hotels (which represent the vast majority of our portfolio) or from other ~~factors, such as the effect of acquisitions or dispositions.~~factors. While management believes that presentation of comparable hotel results is a ~~“same store”~~ supplemental measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of ~~these~~our hotels, as these decisions are based on data for individual hotels and are not based on comparable hotel ~~results.~~results in the aggregate. For these reasons, we believe ~~that~~ comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.

Table of Contents

The following table presents certain operating results and statistics for our comparable ~~hotels~~hotel results for the periods presented herein:

Comparable Hotel Results for Host Inc. and Host L.P.

(in millions, except hotel statistics)

Year ended
December 31,

2017

2016

Number of hotels

87

87

Number of rooms

48,357

48,357

Change in comparable hotel RevPAR -

     Constant US$

1.3
%

—

     Nominal US$

1.4
%

—

Operating profit margin ⁽¹⁾

12.5
%

12.6
%
Comparable hotel EBITDA margin ⁽¹⁾

27.85
%

27.75
%
Food and beverage profit margin ⁽¹⁾

31.4
%

30.3
%
Comparable hotel food and beverage profit margin ⁽¹⁾

31.2
%

30.5
%

Net income

$
571

$
771

Depreciation and amortization

751

724

Interest expense

167

154

Provision for income taxes

80

40

Gain on sale of property and corporate level
      income/expense

(44
)

(175
)
Non-comparable hotel results, net⁽²⁾

(177
)

(180
)
Comparable hotel EBITDA

$
1,348

$
1,334

Year ended December 31, 2017

Year ended December 31, 2016

Adjustments

Adjustments

GAAP Results

Non-comparable hotel results, net⁽²⁾

Depreciation and corporate level items

Comparable Hotel Results

GAAP Results

Non-comparable hotel results, net⁽²⁾

Depreciation and corporate level items

Comparable Hotel Results

Revenues

Room

$
3,490

$
(310
)

$
—

$
3,180

$
3,492

$
(348
)

$
—

$
3,144

Food and beverage

1,561

(178
)

—

1,383

1,599

(204
)

—

1,395

Other

336

(59
)

—

277

339

(70
)

—

269

Total revenues

5,387

(547
)

—

4,840

5,430

(622
)

—

4,808

Expenses

Room

899

(77
)

—

822

893

(88
)

—

805

Food and beverage

1,071

(119
)

—

952

1,114

(144
)

—

970

Other

1,906

(188
)

—

1,718

1,924

(225
)

—

1,699

Depreciation and amortization

751

—

(751
)

—

724

—

(724
)

—

Corporate and other expenses

98

—

(98
)

—

106

—

(106
)

—

Gain on insurance and business
interruption settlements

(14
)

14

—

—

(15
)

15

—

—

Total expenses

4,711

(370
)

(849
)

3,492

4,746

(442
)

(830
)

3,474

Operating Profit - Comparable
Hotel EBITDA

$
676

$
(177
)

$
849

$
1,348

$
684

$
(180
)

$
830

$
1,334

___________


	Year ended December 31,
	2023			2022
Number of hotels	75			75
Number of rooms	41,031			41,031
Change in comparable hotel Total RevPAR	8.3		%	—
Change in comparable hotel RevPAR	8.1		%	—
Operating profit margin⁽¹⁾	15.6		%	15.8		%
Comparable hotel EBITDA margin⁽¹⁾	30.1		%	31.8		%
Food and beverage profit margin⁽¹⁾	34.1		%	34.6		%
Comparable hotel food and beverage profit margin⁽¹⁾	34.5		%	35.0		%

Net income	$	752		$	643
Depreciation and amortization	697			664
Interest expense	191			156
Provision for income taxes	36			26
Gain on sale of property and corporate level income/expense	(23)			51
Severance expense at hotel properties	—			2
Property transaction adjustments⁽²⁾	(3)			23
Non-comparable hotel results, net⁽³⁾	(93)			(45)
Comparable hotel EBITDA	$	1,557		$	1,520

___________

~~(1)~~

Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP operating profit margins are calculated using amounts presented in the consolidated statements of operations. Comparable hotel margins are calculated using amounts presented in the above table.

(1)Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP profit margins are calculated using amounts presented in the consolidated statements of operations. Comparable hotel margins are calculated using amounts presented in the following tables, which include reconciliations to the applicable GAAP results:

~~(2)~~

Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels and sold hotels, which operations are included in our consolidated statements of operations as continuing operations, (ii) gains on insurance settlements and business interruption proceeds, and (iii) the results of our office buildings.

Table of Contents ~~Ite~~m


	Year ended December 31, 2023										Year ended December 31, 2022
			Adjustments										Adjustments
	GAAP Results		Property transaction adjustments⁽²⁾		Non-comparable hotel results, net ⁽³⁾		Depreciation and corporate level items		Comparable hotel Results		GAAP Results		Severance at hotel properties		Property transaction adjustments⁽²⁾		Non-comparable hotel results, net ⁽³⁾		Depreciation and corporate level items		Comparable hotel Results
Revenues
Room	$	3,244	$	(5)	$	(64)	$	—	$	3,175	$	3,014	$	—	$	—	$	(76)	$	—	$	2,938
Food and beverage	1,582		(2)		(58)		—		1,522		1,418		—		3		(54)		—		1,367
Other	485		—		(13)		—		472		475		—		9		(16)		—		468
Total revenues	5,311		(7)		(135)		—		5,169		4,907		—		12		(146)		—		4,773
Expenses
Room	787		(1)		(16)		—		770		727		—		(10)		(14)		—		703
Food and beverage	1,042		(1)		(43)		—		998		928		—		(1)		(38)		—		889
Other	1,912		(2)		(58)		—		1,852		1,723		(2)		—		(49)		—		1,672
Depreciation and amortization	697		—		—		(697)		—		664		—		—		—		(664)		—
Corporate and other expenses	132		—		—		(132)		—		107		—		—		—		(107)		—
Gain on insurance settlements	(86)		—		75		3		(8)		(17)		—		—		—		6		(11)
Total expenses	4,484		(4)		(42)		(826)		3,612		4,132		(2)		(11)		(101)		(765)		3,253
Operating Profit - Comparable hotel EBITDA	$	827	$	(3)	$	(93)	$	826	$	1,557	$	775	$	2	$	23	$	(45)	$	765	$	1,520

(2) Property transaction adjustments represent the following items: (i) the elimination of results of operations of hotels sold or held-for-sale as of December 31, 2023, which operations are included in our unaudited condensed consolidated statements of operations as continuing operations, and (ii) the addition of results for periods prior to our ownership for hotels acquired as of December 31, 2023.

(3) Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels, which operations are included in our consolidated statements of operations as continuing operations, and (ii) gains on business interruption proceeds relating to events that occurred while the hotels were classified as non-comparable.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

All information in this section applies to both Host Inc. and Host L.P.

Interest Rate Sensitivity

Our future income, cash flows and fair values with respect to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks.

As of February 23, 2024, we do not have any interest rate derivatives outstanding.

Table of Contents

The interest payments on ~~70%~~76% of our debt are fixed in nature. Valuations for mortgage debt and the credit facility are determined based on expected future payments, discounted at risk-adjusted rates. The senior notes are valued based on quoted market prices. 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 ~~future~~ earnings and cash flows by approximately ~~$12~~$10 million in ~~2018.~~2024. The table below presents scheduled maturities and related weighted average interest rates by expected maturity dates (in millions, except percentages):

Expected Maturity Date

Fair

2018

2019

2020

2021

2022

Thereafter

Total

Value

Liabilities

Debt:

Fixed rate ⁽¹⁾
$
(4
)

$
(4
)

$
(4
)

$
296

$
347

$
2,152

$
2,783

$
2,933

Average interest rate

4.56
%

4.56
%

4.56
%

4.52
%

4.28
%

4.16
%

Variable rate ⁽¹⁾
$
(2
)

$
(2
)

$
498

$
677

$
—

$
—

$
1,171

$
1,183

Average interest rate⁽²⁾

2.52
%

2.52
%

2.50
%

2.41
%

—
%

—
%

Total debt

$
3,954

$
4,116

___________

~~(1)~~

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


	Expected Maturity Date
	2024			2025			2026			2027			2028			Thereafter			Total		Fair Value
Liabilities
Debt:
Fixed rate ⁽¹⁾	$	397		$	498		$	399		$	88		$	(4)		$	1,842		$	3,220	$	3,001
Average interest rate	3.8		%	3.8		%	3.6		%	3.6		%	3.6		%	3.6		%

Variable rate ⁽¹⁾	$	(4)		$	(4)		$	(3)		$	500		$	500		$	—		$	989	$	1,000
Average interest rate ⁽²⁾	6.4		%	6.4		%	6.4		%	6.4		%	6.4		%	—		%
Total debt																			$	4,209	$	4,001

~~(2)~~

~~The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2017. No adjustments are made for forecast changes in the rate.~~

___________

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

(2)The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2023. No adjustments are made for forecast changes in the rate.

Exchange Rate Sensitivity

We have currency exchange risk ~~as a result~~because of our hotel ownership in Brazil and Canada and ~~Mexico and~~ our minority investment in ~~the European and Asia/Pacific~~a joint ~~ventures.~~venture in India. We may utilize several strategies to mitigate the exposure of currency exchange risk for our portfolio, including (i) utilizing local currency denominated debt (including foreign currency draws on our credit facility), (ii) entering into forward or option foreign currency purchase contracts, ~~and~~or (iii) investing through partnership and joint venture structures. For ~~2017~~2023 and ~~2016,~~2022, revenues from our consolidated foreign operations were ~~$127~~$92 million and ~~$171~~$71 million, respectively, or approximately 2% and 3%1%, respectively, of our total revenues. ~~Over~~

In the ~~past few years, we have strategically exited international markets, including the disposition~~third quarter of ~~one hotel in Australia in 2017 and six international properties in 2016. As a result, we have reduced our~~2023, three foreign currency ~~exchange risk so that there now is minimal impact on our results~~forward purchase contracts matured, with a total notional amount of ~~operations.~~

CAD 99 million ($75 million), and we received $1.9 million in the aggregate upon settlement of these contracts. In replacement of the maturing contracts, we entered into three new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million ($74 million), which will mature in August 2024. The foreign currency exchange agreements into which we have entered strictly are to hedge foreign currency risk and are not for trading purposes. ~~During 2017, in connection with the maturity of a foreign currency forward purchase contract with a total notional amount of~~ €15 million, for which we received total proceeds of approximately $4 million, we entered into a new foreign currency forward purchase contract with the same notional amount. We also made payments totaling approximately $2 million to settle forward currency hedges with a total notional amount of NZ$45 million and €55 million. The gain or loss related to the matured contracts is initially included in accumulated other comprehensive income and is recognized in earnings when the hedged investment has been repatriated.

As of December 31, ~~2017, we have three foreign currency forward sale contracts in~~2023, the aggregate notional amount of $70 million that hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our Canadian dollar and euro net investments in foreign operations. These derivatives are considered hedges of the foreign currency exposure of a net investment in a foreign operation. The contracts are required to be measured at fair value ~~on a recurring basis using significant other observable inputs. As a result, we recorded a liability~~ of ~~$5 million and an asset of $12 million as of December 31, 2017 and 2016, respectively, related to~~ these ~~foreign currency forward sale contracts.~~contracts was $(1.2) million. These contracts are marked-to-market with changes in fair value recorded to

other comprehensive income (loss)~~. We recorded~~ for contracts designated as a ~~loss~~hedge of ~~$14 million~~a net investment in a foreign operation, and through net income for contracts acting as a ~~gain~~natural hedge of ~~$6 million for the years ended December 31, 2017 and 2016, respectively.~~intercompany loans. The foreign currency forward sale contracts are valued based on the forward yield curve of the foreign currency to U.S. dollar forward exchange rate on the date of measurement. Pursuant to these contracts, we will sell the foreign currency amount, as applicable, and receive the U.S. dollar amount on the forward sale date. We also evaluate counterparty credit risk when we calculate the fair value of the derivatives. ~~In addition to the foreign currency forward sale contracts, we have designated $129 million~~

Table of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. Changes in fair value of the designated credit facility draws are recorded to other comprehensive income (loss). We recorded a loss of $14 million and a gain of $2 million for the years ended December 31, 2017 and 2016, respectively.

Contents

Item 8. Financial Statements and Supplementary Data

The following financial information is included on the pages indicated:

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


			Page
Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, Inc.)			78 70
Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, L.P.)			79 72
Financial Statements of Host Hotels & Resorts, Inc.:			75
Consolidated Balance Sheets as of December 31, ~~2017~~2023 and ~~2016~~ 2022			81 75
Consolidated Statements of Operations for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			82 76
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			83 77
Consolidated Statements of Equity for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			84 78
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			85 79
Financial Statements of Host Hotels & Resorts, L.P.:			81
Consolidated Balance Sheets as of December 31, ~~2017~~2023 and ~~2016~~ 2022			87 81
Consolidated Statements of Operations for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			88 82
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			89 83
Consolidated Statements of Capital for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			90 84
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~ 2021			91 85
Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.)			93 87

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Host Hotels & Resorts, Inc.:

Opinion on the ConsolidatedFinancial Statements

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the ~~“Company”)~~Company) as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2017,~~2023, and the related notes and financial statement schedule III (collectively, the ~~“consolidated~~consolidated financial ~~statements”)~~statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the years in the three-year period ended December 31, ~~2017,~~2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2017,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February ~~26, 2018~~28, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of hotel properties for impairment

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, 2023, was $9,624 million. The Company assesses its property and equipment, primarily comprised of hotel properties, for impairment when events or changes in circumstances occur that indicate the carrying value may not be recoverable. If such events or changes in circumstances are identified, the Company performs a recoverability analysis to compare the carrying amount of the hotel property to its expected undiscounted future cash flows over its remaining useful life.

We identified the evaluation of hotel properties for impairment as a critical audit matter. Subjective auditor judgment was required to assess the events or changes in circumstances that the Company used to evaluate its expected hold period. In addition, subjective auditor judgment was required to evaluate the key assumptions used by the Company in the recoverability analysis for a certain hotel property. The key assumptions included the undiscounted future cash flows and the expected hold period of this hotel property. Additionally, the audit effort associated with the evaluation of the undiscounted future cash flows for this hotel property required specialized skills and knowledge.

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

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

● reading minutes of the meetings of the Company’s board of directors

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

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

● inspecting listings from external sources of real estate properties for sale by the Company.

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

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

McLean, Virginia

February ~~26, 2018~~

28, 2024

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Host Hotels & Resorts, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Host Hotels & Resorts, Inc. and ~~subsidiaries’~~subsidiaries' (the ~~“Company”)~~Company) internal control over financial reporting as of December 31, ~~2017,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2017,~~2023, and the related notes and financial statement schedule III (collectively, the ~~“consolidated~~consolidated financial ~~statements”)~~statements), and our report dated February ~~26, 2018~~28, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ~~Management’s~~Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

McLean, Virginia

February ~~26, 2018~~

28, 2024

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Report of Independent Registered Public Accounting Firm

~~The~~

To the Partners
of Host Hotels & Resorts, L.P.:

and Board of Directors of Host Hotels & Resorts, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries (the ~~“Company”)~~Partnership) as of December 31, ~~2017~~2023 and ~~2016,~~2022, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, ~~2017,~~2023, and the related notes and financial statement schedule III (collectively, the ~~“consolidated~~consolidated financial ~~statements.”)~~statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the ~~Company~~Partnership as of December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the years in the three-year period ended December 31, ~~2017,~~2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the ~~Company’s~~Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB) and are required to be independent with respect to the ~~Company~~Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The ~~Company~~Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the ~~Company’s~~Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Evaluation of hotel properties for impairment

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation and amortization as of December 31, 2023, was $9,624 million. The Partnership assesses its property and equipment, primarily comprised of hotel properties, for impairment when events or changes in circumstances occur that indicate the carrying value may not be recoverable. If such events or changes in circumstances are identified, the Partnership performs a recoverability analysis to compare the carrying amount of the hotel property to its expected undiscounted future cash flows over its remaining useful life.

We identified the evaluation of hotel properties for impairment as a critical audit matter. Subjective auditor judgment was required to assess the events or changes in circumstances that the Partnership used to evaluate its expected hold period. In addition, subjective auditor judgment was required to evaluate the key assumptions used by the Partnership in the recoverability analysis for a certain hotel property. The key assumptions included the undiscounted future cash flows and the expected hold period of this hotel property. Additionally, the audit effort associated with the evaluation of the undiscounted future cash flows for this hotel property required specialized skills and knowledge.

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flows used by the Partnership in the recoverability analysis for a certain hotel property. We evaluated the expected hold periods, by:

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

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

● inquiring about the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities

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

● inspecting listings from external sources of real estate properties for sale by the Partnership.

/s/ KPMG LLP

We have served as the ~~Company’s~~Partnership’s auditor since 2002.

McLean, Virginia

February ~~26, 2018~~

28, 2024

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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, ~~2017~~2023 and ~~2016~~

2022

(in millions, except per share amounts)

		December 31, 2017			December 31, 2016
				December 31, 2023				December 31, 2023	December 31, 2022

ASSETS	ASSETS
ASSETS
ASSETS
Property and equipment, net		$	9,692		$	10,145
Assets held for sale			250			150
Right-of-use assets
Due from managers			79			55
Advances to and investments in affiliates			327			286
Furniture, fixtures and equipment replacement fund			195			173
Notes receivable
Other			236			225
Restricted cash			1			2
Cash and cash equivalents			913			372
Total assets		$	11,693		$	11,408

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes		$	2,778		$	2,380
Credit facility, including term loans of $996 million and $997 million, respectively			1,170			1,206
Mortgage debt and other			6			63
Senior notes
Senior notes
Credit facility, including the term loans of $997 and $998, respectively
Mortgage and other debt
Total debt			3,954			3,649
Lease liabilities
Accounts payable and accrued expenses			283			278
Due to managers
Other			287			283
Total liabilities			4,524			4,210

Non-controlling interests - Host Hotels & Resorts, L.P.			167			165
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 739.1 million shares and 737.8 million shares issued and outstanding, respectively			7			7
Host Hotels & Resorts, Inc. stockholders’ equity:
Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $0.01, 1,050 million shares authorized, 703.6 million shares and 713.4 million shares issued and outstanding, respectively
Common stock, par value $0.01, 1,050 million shares authorized, 703.6 million shares and 713.4 million shares issued and outstanding, respectively
Common stock, par value $0.01, 1,050 million shares authorized, 703.6 million shares and 713.4 million shares issued and outstanding, respectively
Additional paid-in capital			8,097			8,077
Accumulated other comprehensive loss			(60	)		(83	)
Deficit			(1,071	)		(1,007	)
Total equity of Host Hotels & Resorts, Inc. stockholders			6,973			6,994
Non-controlling interests—other consolidated partnerships			29			39
Non-redeemable non-controlling interests—other consolidated partnerships
Total equity			7,002			7,033
Total liabilities, non-controlling interests and equity		$	11,693		$	11,408

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015~~

2021

(in millions, except per common share amounts)


	2017			2016			2015
		2023
		2023
		2023								2022	2021
REVENUES
Rooms
Rooms
Rooms	$	3,490		$	3,492		$	3,465
Food and beverage		1,561			1,599			1,568
Other		336			339			317
Total revenues		5,387			5,430			5,350
EXPENSES
Rooms
Rooms
Rooms		899			893			902
Food and beverage		1,071			1,114			1,110
Other departmental and support expenses		1,273			1,306			1,295
Management fees		239			236			226
Other property-level expenses		394			382			386
Depreciation and amortization		751			724			708
Corporate and other expenses		98			106			94
Gain on insurance and business interruption settlements		(14	)		(15	)		(2	)
Gain on insurance settlements
Total operating costs and expenses		4,711			4,746			4,719
OPERATING PROFIT		676			684			631
OPERATING PROFIT (LOSS)
Interest income		6			3			4
Interest expense		(167	)		(154	)		(227	)
Gain on sale of assets		108			253			95
Gain (loss) on foreign currency transactions and derivatives		(2	)		4			(5	)
Other gains
Equity in earnings of affiliates		30			21			76
INCOME BEFORE INCOME TAXES		651			811			574
Provision for income taxes		(80	)		(40	)		(9	)
NET INCOME		571			771			565
INCOME (LOSS) BEFORE INCOME TAXES
Benefit (provision) for income taxes
NET INCOME (LOSS)
Less: Net income attributable to non-controlling interests		(7	)		(9	)		(7	)
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	564		$	762		$	558
Basic earnings per common share	$	.76		$	1.03		$	.74
Diluted earnings per common share	$	.76		$	1.02		$	.74
NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.
Basic earnings (loss) per common share
Diluted earnings (loss) per common share

Common Shares Outstanding

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings / (Deficit)

Non-controlling Interest of Other Consolidated Partnerships

Non-controlling Interests of Host Hotels & Resorts, L.P.

755.8

Balance, December 31, 2014

$
8

$
8,476

$
(50
)

$
(1,098
)

$
52

$
225

—

Net income

—

—

—

558

—

7

—

Other changes in ownership

—

81

—

—

(10
)

(78
)

—

Foreign currency translation and other
     comprehensive income (loss) of
     unconsolidated affiliates

—

—

(71
)

—

(2
)

—

—

Change in fair value of derivative
     instruments

—

—

11

—

—

—

—

Amounts reclassified from Other
     Comprehensive Income

—

—

3

—

—

—

32.1

Common stock issuances

—

401

—

—

—

—

0.6

Comprehensive stock and employee
     stock purchase plans

—

16

—

—

—

—

—

Common stock dividends

—

—

—

(599
)

—

—

0.1

Redemptions of limited partner interests
     for common stock

—

3

—

—

—

(3
)

—

Contributions from non- controlling
     interests of consolidated partnerships

—

—

—

—

2

—

—

Distributions to non-controlling interests

—

—

—

—

(2
)

(8
)

(38.3
)

Repurchase of common stock

—

(675
)

—

—

—

—

750.3

Balance, December 31, 2015

$
8

$
8,302

$
(107
)

$
(1,139
)

$
40

$
143

—

Net income

—

—

—

762

—

9

—

Other changes in ownership

—

(30
)

—

—

—

31

—

Foreign currency translation and other
     comprehensive income (loss) of
     unconsolidated affiliates

—

—

—

—

(1
)

—

—

Change in fair value of derivative
     instruments

—

—

7

—

—

—

—

Amounts reclassified from Other
     Comprehensive Income

—

—

17

—

—

—

0.3

Common stock issuances

—

4

—

—

—

—

0.4

Comprehensive stock and employee
     stock purchase plans

—

8

—

—

—

—

—

Common stock dividends

—

—

—

(630
)

—

—

0.6

Redemptions of limited partner interests
     for common stock

—

10

—

—

—

(10
)

—

Distributions to non-controlling interests

—

—

—

—

—

(8
)

(13.8
)

Repurchase of common stock

(1
)

(217
)

—

—

—

—

737.8

Balance, December 31, 2016

$
7

$
8,077

$
(83
)

$
(1,007
)

$
39

$
165

—

Net income

—

—

—

564

—

7

—

Other changes in ownership

—

(8
)

—

—

4

8

—

Foreign currency translation and other
     comprehensive income (loss) of
     unconsolidated affiliates

—

—

23

—

1

—

—

Change in fair value of derivative
     instruments

—

—

(14
)

—

—

—

—

Amounts reclassified from Other
     Comprehensive Income

—

—

14

—

—

—

0.5

Common stock issuances

—

9

—

—

—

—

0.5

Comprehensive stock and employee
     stock purchase plans

—

13

—

—

—

—

—

Common stock dividends

—

—

—

(628
)

—

—

0.3

Redemptions of limited partner interests
     for common stock

—

6

—

—

—

(6
)

—

Distributions to non-controlling interests

—

—

—

—

(15
)

(7
)

739.1

Balance, December 31, 2017

$
7

$
8,097

$
(60
)

$
(1,071
)

$
29

$
167

Common OP Units Outstanding

General Partner

Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling Interests of Consolidated Partnerships

Limited Partnership Interests of Third Parties

739.9

Balance, December 31, 2014

$
1

$
7,385

$
(50
)

$
52

$
225

—

Net income

—

558

—

—

7

—

Other changes in ownership

—

81

—

(10
)

(78
)

—

Foreign currency translation and other
     comprehensive income (loss) of
     unconsolidated affiliates

—

—

(71
)

(2
)

—

—

Change in fair value of derivative
     instruments

—

—

11

—

—

—

Amounts reclassified from Other
     Comprehensive Income

—

—

3

—

—

31.4

Common OP unit issuances

—

401

—

—

—

0.6

Units issued to Host Inc. for the
     comprehensive stock and employee stock
     purchase plans

—

16

—

—

—

—

Distributions on common OP units

—

(599
)

—

—

(8
)

0.1

Redemptions of limited partner interests
     for common stock

—

3

—

—

(3
)

—

Contributions from non- controlling
     interests of consolidated partnerships

—

—

—

2

—

—

Distributions to non-controlling interests

—

—

—

(2
)

—

(37.5
)

Repurchase of common OP units

—

(675
)

—

—

—

734.5

Balance, December 31, 2015

$
1

$
7,170

$
(107
)

$
40

$
143

—

Net income

—

762

—

—

9

—

Other changes in ownership

—

(30
)

—

—

31

—

Foreign currency translation and other
     comprehensive income (loss) of
     unconsolidated affiliates

—

—

—

(1
)

—

—

Change in fair value of derivative
     instruments

—

—

7

—

—

—

Amounts reclassified from Other
     Comprehensive Income

—

—

17

—

—

0.2

Common OP unit issuances

—

4

—

—

—

0.4

Units issued to Host Inc. for the
     comprehensive stock and employee stock
     purchase plans

—

8

—

—

—

—

Distributions on common OP units

—

(630
)

—

—

(8
)

0.6

Redemptions of limited partner interests
     for common stock

—

10

—

—

(10
)

(13.5
)

Repurchase of common OP units

—

(218
)

—

—

—

722.2

Balance, December 31, 2016

$
1

$
7,076

$
(83
)

$
39

$
165

—

Net income

—

564

—

—

7

—

Other changes in ownership

—

(8
)

—

4

8

—

Foreign currency translation and other
     comprehensive income (loss) of
     unconsolidated affiliates

—

—

23

1

—

—

Change in fair value of derivative
     instruments

—

—

(14
)

—

—

—

Amounts reclassified from Other
     Comprehensive Income

—

—

14

—

—

0.5

Common OP unit issuances

—

9

—

—

—

0.5

Units issued to Host Inc. for the
     comprehensive stock and employee stock
     purchase plans

—

13

—

—

—

—

Distributions on common OP units

—

(628
)

—

—

(7
)

0.3

Redemptions of limited partner interests
     for common stock

—

6

—

—

(6
)

—

Distributions to non-controlling interests

—

—

—

(15
)

—

723.5

Balance, December 31, 2017

$
1

$
7,032

$
(60
)

$
29

$
167


Common OP Units Outstanding		General Partner		Limited Partner		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests of Consolidated Partnerships		Total Capital		Limited Partnership Interests of Third Parties
690.5	Balance, December 31, 2020	$	1	$	6,394	$	(74)	$	5	$	6,326	$	108
—	Net income (loss)	—		(11)		—		1		(10)		(1)
—	Other changes in ownership	—		(21)		—		(1)		(22)		21
—	Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates	—		—		(2)		—		(2)		—


7.6	Common OP unit issuances	—		138		—		—		138		—
0.8	Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans	—		14		—		—		14		—

0.1	Redemptions of limited partner interests for common stock	—		2		—		—		2		(2)

699.0	Balance, December 31, 2021	$	1	$	6,516	$	(76)	$	5	$	6,446	$	126
—	Net income	—		633		—		1		634		9
—	Other changes in ownership	—		16		—		—		16		(17)
—	Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates	—		—		(2)		—		(2)		—
—	Change in fair value of derivative instruments	—		—		2		—		2		—
—	Amounts reclassified from Other Comprehensive Income	—		—		1		—		1		—
—	Common OP unit issuances	—		—		—		—		—		56
0.7	Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans	—		21		—		—		21		—
—	Distributions on common OP units	—		(380)		—		—		(380)		(5)
0.3	Redemptions of limited partner interests for common stock	—		5		—		—		5		(5)
—	Distributions to non-controlling interests	—		—		—		(1)		(1)		—
(1.6)	Repurchase of common OP units	—		(27)		—		—		(27)		—
698.4	Balance, December 31, 2022	$	1	$	6,784	$	(75)	$	5	$	6,715	$	164
—	Net income	—		740		—		1		741		11
—	Other changes in ownership	—		(30)		—		—		(30)		31
—	Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates	—		—		6		—		6		—
—	Change in fair value of derivative instruments	—		—		(1)		—		(1)		—


1.1	Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans	—		22		—		—		22		—
—	Distributions on common OP units	—		(640)		—		—		(640)		(9)
0.5	Redemptions of limited partner interests for common stock	—		8		—		—		8		(8)
—	Distributions to non-controlling interests	—		—		—		(2)		(2)		—
(11.2)	Repurchase of common OP units	—		(182)		—		—		(182)		—
688.8	Balance, December 31, 2023	$	1	$	6,702	$	(70)	$	4	$	6,637	$	189

We own a non-controlling interest in a joint venture in Europe (“Euro JV”) that owns hotels in two separate funds. We own a 32.1% interest in the first fund (“Euro JV Fund I”) (3 hotels) and a 33.4% interest in the second fund (“Euro JV Fund II”) (8 hotels).

~~As of December 31, 2017, the Euro JV hotels are located in the following countries:~~

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

~~At December 31, 2017, Host Inc. maintained two stock-based employee compensation plans.~~

At December 31, 2017, we have aggregate gross foreign net operating loss and capital loss carryovers of approximately $116 million. We have deferred tax assets related to these foreign loss carryovers of approximately $34 million, with a valuation allowance of approximately $27 million. Our foreign net operating loss carryovers expire through 2037, and our foreign capital loss carryovers have no expiration period.

~~All of our hotels in Houston~~ and Florida were affected by Hurricanes Harvey and Irma in August and September 2017, respectively. All four of our hotels in Houston were able to remain operational during the hurricane. In Florida, due to evacuation mandates and loss of commercial power, seven of the nine properties were closed for a period of time. We are still evaluating the property and business interruption impact to our hotels. However, our current estimate of the book value of the property and equipment written off, and the related repairs and cleanup costs, is approximately $32 million and have recorded a corresponding insurance receivable of $32 million. We believe our insurance coverage should be sufficient to cover a substantial portion of the property damage to the hotels and the near-term loss of business. As of December 31, 2017, we have received $14 million of property insurance proceeds related to these claims, reducing the receivable to $18 million. Additionally, in 2017 we received $8 million of business interruption proceeds related to the disruption from the hurricanes, which is included in gain on insurance and business interruption settlements on our consolidated statements of operations.

We have entered into certain guarantees which consist of commitments made to third parties for leases or debt that are not recognized in our consolidated financial statements due to various dispositions, spin-offs and contractual arrangements, but that we have agreed to pay in the event of certain circumstances, including the default by an unrelated party. We also may have contingent environmental liabilities related to the presence of hazardous or toxic substances. We consider the likelihood of any material payments under these guarantees and contingencies to be remote. The guarantees and contingencies that are not recognized in our consolidated financial statements are listed below:

In connection with the sale of the Atlanta Marriott Marquis in January 2013, we retained a contingent liability for potential environmental liabilities, which is not to exceed $5 million. This amount is recorded on our consolidated balance sheet.

~~We are involved in various~~Various legal proceedings arise in the ordinary course of our business regarding the operation of our hotels and company matters. To the extent not covered by insurance, these lawsuits 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.

and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

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, 2017 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, 2017. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2017 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 8.

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 were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its ~~2018~~2024 Annual Meeting of Stockholders entitled: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officer Compensation—Securities Authorized for Issuance Under Equity Compensation Plans.”

PART IV

~~Item 15.~~

~~Exhibits and Financial Statement Schedules.~~

~~(a)~~

~~LIST OF DOCUMENTS FILED AS PART OF THIS REPORT~~

Item 15. Exhibits and Financial Statement Schedules.

(a)LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

(i)FINANCIAL STATEMENTS

All financial statements of the registrants are set forth under Item 8 of this Report on Form 10-K.

(ii)FINANCIAL STATEMENT SCHEDULES

The following financial information is filed herewith on the pages indicated.

Financial Schedules:

Page

~~III.~~

~~Real Estate and Accumulated Depreciation.~~

~~S-1 to S-4~~

III. Real Estate and Accumulated Depreciation. S-1 to S-5

All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

(b)EXHIBITS

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

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

•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

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Exhibit No.		Description

3.		Articles of Incorporation and Bylaws

3.1		Composite Charter of Host Hotels & Resorts, Inc., dated July 18, 2016 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. Registration Statement on Form S-8 (SEC File No. 333-212569), filed on July 18, 2016).

3.1A		~~Third~~Fourth Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. dated October 31, 2022 (incorporated by reference to Exhibit ~~3.1 of Host Hotels & Resorts, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).~~

~~3.2~~	~~Amended and Restated Bylaws~~3.1A of Host Hotels & Resorts, Inc.~~, effective November 21, 2016 (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, Inc.’s~~ and Host Hotels & Resorts, L.P.’s Quarterly Report on Form 10-Q for the ~~period~~quarter ended ~~March 31, 2017,~~September 30, 2022, filed on ~~May 2, 2017)~~November 4, 2022).

3.2		Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective February 8, 2023 (incorporated by reference to Exhibit 3.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on February 13, 2023).

4.		Instruments Defining Rights of Security Holders

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

4.2		Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807), filed on October 2, 1998).

4.3		Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Host Marriott Corporation’s Current Report on Form 8-K dated August 6, 1998) (SEC File No. 001-05664).

~~4.4~~	Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc., Host Marriott, L.P., the entities identified therein as New Subsidiary Guarantors and Marine Midland Bank, as Trustee, to the Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the Guarantors named therein, Subsidiary Guarantors named therein and the Trustee (incorporated by reference to Exhibit 4.3 of Host Marriott, L.P.’s Current Report on Form 8-K filed with the Commission on December 31, 1998) (SEC File No. 333-55807).

~~4.5~~	Forty-First Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on November 18, 2011).

~~4.6~~	Forty-Second Supplemental Indenture, dated March 22, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 23, 2012).

~~4.7~~	Forty-Third Supplemental Indenture, dated August 9, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on August 9, 2012).

~~4.8~~	Forty-Fourth Supplemental Indenture, dated March 28, 2013, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 28, 2013).

~~4.9~~	Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc., and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).

~~4.10~~ 4.4		First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc. and Host Hotels ~~&Resorts,~~& Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).

~~4.11~~ 4.5		Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed October 14, 2015).

Exhibit No.						~~Description~~
~~4.12~~ 4.6						Third Supplemental Indenture, dated March 20, 2017, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on March 20, 2017).

4.7						Fifth Supplemental Indenture, dated September 26, 2019, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on September 26, 2019).
~~10.~~
4.8						~~Material Contracts~~ Sixth Supplemental Indenture, dated August 20, 2020, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 21, 2020.

4.9						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).
~~10.1~~
4.10						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).

10.						Material Contracts

10.1						Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).

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10.2			Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).

10.3			Host Marriott Corporation and Host Marriott, L.P. 1997 Comprehensive Stock and Cash Incentive Plan, as amended and restated December 29, 1998, as amended January 2004 (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 2, 2004).

~~10.4~~	Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015 (incorporated by reference to Exhibit 10.4 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 22, 2016).

~~10.5~~ 10.4			Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on July 21, 2017).

~~10.6~~ 10.5			Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).

10.7* 10.6			~~Form of 2018 Restricted Unit Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan.~~

~~10.8~~		Form of 2017 Restricted Unit Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.8 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017).

~~10.9~~	Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, ~~Inc.’s~~Inc’s Quarterly Report on Form 10-Q, filed July 28, 2009).

~~10.10#~~ 10.7			~~Fifth Amended~~Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and ~~Restated Agreement of Limited Partnership of HHR EURO CV, dated~~restated effective as of ~~June 6, 2014, by and among HHR Euro II GP B.V., HST LP Euro B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited~~February 7, 2020 (incorporated by reference to Exhibit ~~10.2~~10.10 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K filed on February 25, 2020).

10.8			Sixth Amended and Restated Credit Agreement, dated as of January 4, 2023, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as co-syndication agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on January 5, 2023).

10.9			Distribution Agreement, dated May 31 , 202 3 , among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc.,Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC , as sales agents and forward sellers, and JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stan ley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association , as forward purchasers (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on May 31 , 202 3 ).

10.10			Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2020 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2020).

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 ~~1, 2014)~~4, 2023 ).

~~10.11~~ 10.12			Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts ~~Inc. Non-Employee Directors’ Deferred~~2020 Comprehensive Stock ~~Compensation~~and Cash Incentive Plan ~~as amended and restated effective as of December 15, 2009, as further amended February 2, 2012, February 6, 2014 and February 4, 2016~~for time-based vesting awards (incorporated by reference to Exhibit ~~10.11 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017).~~10.1

~~10.12~~	Fourth Amended and Restated Credit Agreement, dated as of May 31, 2017, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank Securities Inc., PNC Bank, National Association, U.S. Bank National Association, SunTrust Bank, Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Bank of Nova Scotia, Bank of New York Mellon, Credit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA as documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.11 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. ~~Current~~Quarterly Report on ~~Form 8-K,~~F orm 10-Q , filed ~~June 5, 2017)~~on August 4, 2023).

~~12.~~ 21.			Subsidiaries	~~Statements re Computation of Ratios~~

12.1* 21.1*			~~Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for Host Hotels & Resorts, Inc.~~

12.2*	~~Computation of Ratios of Earnings to Fixed Charges and Preferred Unit Distributions for Host Hotels & Resorts, L.P.~~

~~21.~~	~~Subsidiaries~~

Exhibit No.		~~Description~~
21.1*	List of Subsidiaries of Host Hotels & Resorts, Inc.

21.2*			List of Subsidiaries of Host Hotels & Resorts, L.P.

23.			Consents
~~23.~~			~~Consents~~
23*
23*	Consent of KPMG LLP





31.			Rule 13a-14(a)/15d-14(a) Certifications

31.1*			Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*			Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.3*						Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4*						Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.						Section 1350 Certifications

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 2002.†

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 2002.†

~~99.~~

~~Additional Exhibit~~

97.

Policy Relating to Recovery of Erroneously Awarded Compensation

99.1*

97.1*

Host Hotels & Resorts, Inc. Policy for Recovery of Erroneously Awarded Compensation

99.

Additional Exhibit

99.1*

Ground Lease Summary

~~101.INS~~

101

XBRL

101.SCH

Inline XBRL ~~Instance~~Taxonomy Extension Schema Document.

Submitted electronically with this report.

~~101.SCH~~

101.CAL

Inline XBRL Taxonomy ~~Extension Schema~~Calculation Linkbase Document.

Submitted electronically with this report.

~~101.CAL~~

101.DEF

~~XBRL Taxonomy Calculation Linkbase Document.~~

~~Submitted electronically with this report.~~

~~101.DEF~~

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Submitted electronically with this report.

101.LAB

Inline XBRL Taxonomy Label Linkbase Document.

Submitted electronically with this report.

101.PRE

Inline XBRL Taxonomy Presentation Linkbase Document.

Submitted electronically with this report.

104

Cover Page Interactive Data File

(embedded within the Inline XBRL document) submitted under Exhibit 101.

Attached as Exhibit 101 to this report are the following documents formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, ~~2017~~2023 and December 31, ~~2016,~~2022, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, ~~2017~~2023 and December 31, ~~2016,~~2022, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated ~~Statement~~Statements of Cash Flows for the Years ended December 31, ~~2017, 2016~~2023, 2022 and ~~2015,~~2021, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

*Filed or furnished herewith.

*	~~Filed herewith.~~

†This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

#	~~Confidential treatment requested.~~

†

This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 16. Form 10‑K Summary

~~Item 16.~~

~~Form 10‑K Summary~~

None.

~~None.~~

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HOST HOTELS & RESORTS, INC.

Date: February 28, 2024

By:

/s/ SOURAV GHOSH

~~Date: February 26 2018~~

~~By:~~

~~/s/ MICHAEL D. BLUHM~~

~~Michael D. Bluhm~~

Sourav Ghosh

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures

Title

~~Title~~

Date

/s/ RICHARD E. MARRIOTT

Chairman of the Board of Directors

February ~~26, 2018~~

28, 2024

Richard E. Marriott

/s/ JAMES F. RISOLEO

President, Chief Executive Officer and

Director (Principal Executive Officer)

February ~~26, 2018~~

28, 2024

James F. Risoleo

/s/ ~~MICHAEL D. BLUHM~~

SOURAV GHOSH

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

February ~~26, 2018~~

28, 2024

~~Michael D. Bluhm~~

Sourav Ghosh

/s/ ~~BRIAN G. MACNAMARA~~

JOSEPH C. OTTINGER

Senior Vice President, Corporate Controller

~~(Principal~~ (Principal Accounting Officer)

February ~~26, 2018~~

28, 2024

~~Brian G. Macnamara~~

Joseph C. Ottinger

/s/ MARY L. BAGLIVO

Director

~~Director~~

February ~~26, 2018~~

28, 2024

Mary L. Baglivo

/s/ HERMAN E. BULLS

Director

February 28, 2024

Herman E. Bulls

Director

February 28, 2024

/s/ ~~SHEILA C. BAIR~~

DIANA M. LAING

Diana M. Laing

~~Director~~

/s/ MARY HOGAN PREUSSE

Director

February ~~26, 2018~~

28, 2024

~~Sheila C. Bair~~

~~/s/~~ Mary Hogan Preusse

~~Director~~

~~February 26, 2018~~

~~Mary Hogan Preusse~~

~~/s/ ANN MCLAUGHLIN KOROLOGOS~~

~~Director~~

~~February 26, 2018~~

~~Ann McLaughlin Korologos~~

~~/s/ SANDEEP L. MATHRANI~~

~~Director~~

~~February 26, 2018~~

~~Sandeep L. Mathrani~~

~~/s/ JOHN B. MORSE, JR.~~

~~Director~~

~~February 26, 2018~~

~~John B. Morse, Jr.~~

/s/ WALTER C. RAKOWICH

Director

~~Director~~

February ~~26, 2018~~

28, 2024

Walter C. Rakowich

/s/ GORDON H. SMITH

Director

~~Director~~

February ~~26, 2018~~

28, 2024

Gordon H. Smith

/s/ A. WILLIAM STEIN

Director

~~Director~~

February ~~26, 2018~~

28, 2024

A. William Stein

118

Table of Contents

SIGNATURES

HOST HOTELS & RESORTS, LP

L.P.

Date: February ~~26, 2018~~

28, 2024

By:

~~By:~~

HOST HOTELS & RESORTS, INC., its general partner

By:

/s/ SOURAV GHOSH

~~By:~~

~~/s/ MICHAEL D. BLUHM~~

~~Michael D. Bluhm~~

Sourav Ghosh

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.

Signatures

Title

Date

~~Signatures~~

~~Title~~

~~Date~~

/s/ RICHARD E. MARRIOTT

Chairman of the Board of Directors

February ~~26, 2018~~

28, 2024

Richard E. Marriott

/s/ JAMES F. RISOLEO

President, Chief Executive Officer and

Director (Principal Executive Officer)

February ~~26, 2018~~

28, 2024

James F. Risoleo

/s/ ~~MICHAEL D. BLUHM~~

SOURAV GHOSH

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

February ~~26, 2018~~

28, 2024

~~Michael D. Bluhm~~

Sourav Ghosh

/s/ ~~BRIAN G. MACNAMARA~~

JOSEPH C. OTTINGER

Senior Vice President, Corporate Controller

~~(Principal~~ (Principal Accounting Officer)

February ~~26, 2018~~

28, 2024

~~Brian G. Macnamara~~

Joseph C. Ottinger

/s/ MARY L. BAGLIVO

Director

~~Director~~

February ~~26, 2018~~

28, 2024

Mary L. Baglivo

/s/ HERMAN E. BULLS

Director

February 28, 2024

Herman E. Bulls

/s/ DIANA M. LAING

Director

February 28, 2024

Diana M. Laing

/s/ ~~SHEILA C. BAIR~~

MARY HOGAN PREUSSE

Director

~~Director~~

February ~~26, 2018~~

28, 2024

~~Sheila C. Bair~~

~~/s/~~ Mary Hogan Preusse

~~Director~~

~~February 26, 2018~~

~~Mary Hogan Preusse~~

~~/s/ ANN MCLAUGHLIN KOROLOGOS~~

~~Director~~

~~February 26, 2018~~

~~Ann McLaughlin Korologos~~

~~/s/ SANDEEP L. MATHRANI~~

~~Director~~

~~February 26, 2018~~

~~Sandeep L. Mathrani~~

~~/s/ JOHN B. MORSE, JR.~~

~~Director~~

~~February 26, 2018~~

~~John B. Morse, Jr.~~

/s/ WALTER C. RAKOWICH

Director

~~Director~~

February ~~26, 2018~~

28, 2024

Walter C. Rakowich

/s/ GORDON H. SMITH

Director

~~Director~~

February ~~26, 2018~~

28, 2024

Gordon H. Smith

/s/ A. WILLIAM STEIN

Director

~~Director~~

February ~~26, 2018~~

28, 2024

A. William Stein

~~127~~

119

Table of Contents

SCHEDULE III

Page 1 of 4

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

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, ~~2017~~

2023

(in millions)

Initial Cost

Subsequent

Foreign

Gross Amount at December 31, 2017

Date of

Buildings &

Costs

Currency

Buildings &

Accumulated

Completion of

Date

Depreciation

Description

Debt

Land

Improvements

Capitalized

Adjustment

Land

Improvements

Total

Depreciation

Construction

Acquired

Life

Hotels:

Atlanta Marriott Suites Midtown

—

—

26

12

—

—

38

38

22

—

1996

40

Axiom Hotel

—

36

38

39

—

36

77

113

9

—

2014

33

Boston Marriott Copley Place

—

—

203

79

—

—

282

282

140

—

2002

40

Calgary Marriott Downtown

—

5

18

46

—

5

64

69

33

—

1996

40

Chicago Marriott Suites Downers Grove

—

2

14

13

—

2

27

29

15

—

1996

40

Chicago Marriott Suites O'Hare

—

5

36

23

—

5

59

64

28

—

1998

40

Coronado Island Marriott Resort & Spa

—

—

53

46

—

—

99

99

56

—

1997

40

Costa Mesa Marriott

—

3

18

10

—

3

28

31

17

—

1996

40

Courtyard Chicago Downtown/River North

—

7

27

15

—

7

42

49

29

—

1992

40

Denver Marriott Tech Center Hotel

—

6

26

81

—

6

107

113

48

—

1994

40

Denver Marriott West

—

—

12

15

—

—

27

27

22

—

1983

40

Embassy Suites Chicago-Downtown/Lakefront

—

—

86

17

—

—

103

103

39

—

2004

40

Gaithersburg Marriott Washingtonian Center

—

7

22

13

—

7

35

42

23

—

1993

40

Grand Hyatt Atlanta in Buckhead

—

8

88

30

—

8

118

126

62

—

1998

40

Grand Hyatt Washington

—

154

247

30

—

154

277

431

60

—

2012

33

Hilton Singer Island Oceanfront Resort

—

2

10

22

—

2

32

34

24

—

1994

40

Houston Airport Marriott at George Bush Intercontinental

—

—

10

92

—

—

102

102

62

—

1984

40

Houston Marriott Medical Center

—

—

19

34

—

—

53

53

35

—

1998

40

Hyatt Place Waikiki Beach

—

12

120

2

—

11

123

134

20

—

2013

34

Hyatt Regency Cambridge, Overlooking Boston

—

18

84

12

—

19

95

114

57

—

1998

40

Hyatt Regency Maui Resort & Spa

—

92

212

71

—

81

294

375

119

—

2003

40

Hyatt Regency Reston

—

11

78

29

—

12

106

118

56

—

1998

40

Hyatt Regency San Francisco Airport

—

16

119

111

—

20

226

246

103

—

1998

40

Hyatt Regency Washington on Capitol Hill

—

40

230

42

—

40

272

312

100

—

2005

40

JW Marriott Atlanta Buckhead

—

16

21

30

—

16

51

67

37

—

1990

40

JW Marriott Hotel Rio de Janeiro

—

13

29

3

(21
)

6

18

24

4

—

2010

40

JW Marriott Houston

—

4

26

44

—

6

68

74

41

—

1994

40

JW Marriott Mexico City

—

11

35

21

—

10

57

67

49

—

1996

40

JW Marriott Washington D.C.

—

26

98

63

—

26

161

187

91

—

2003

40


			Initial Cost								Gross Amount at December 31, 2023
Description	Debt		Land		Buildings & Improvements		Subsequent Costs Capitalized, net ⁽¹⁾		Foreign Currency Adjustment		Land		Buildings & Improvements		Total		Accumulated Depreciation		Date of Completion of Construction	Date Acquired	Depreciation Life
Hotels:
1 Hotel South Beach	$	—	$	182	$	443	$	19	$	—	$	182	$	462	$	644	$	80	—	2019	34
AC Hotel Scottsdale North	—		4		31		—		—		4		31		35		4		2020	—	31
Alila Ventana Big Sur	—		40		104		3		—		40		107		147		9		—	2021	31
Andaz Maui at Wailea Resort	—		151		255		62		—		151		317		468		52		—	2018	38
Axiom Hotel	—		36		38		42		—		36		80		116		29		—	2014	33
Baker's Cay Resort Key Largo, Curio Collection by Hilton	—		80		117		2		—		80		119		199		10		—	2021	33
Boston Marriott Copley Place	—		—		203		102		—		—		305		305		170		—	2002	40
Calgary Marriott Downtown Hotel	—		5		18		48		(4)		5		62		67		52		—	1996	40
Coronado Island Marriott Resort & Spa	—		—		53		59		—		—		112		112		83		—	1997	40
Denver Marriott Tech Center	—		6		26		85		—		6		111		117		89		—	1994	40
Denver Marriott West	—		—		12		19		—		—		31		31		28		—	1983	40
Embassy Suites by Hilton Chicago Downtown Magnificent Mile	—		—		86		20		—		—		106		106		59		—	2004	40
Fairmont Kea Lani, Maui	—		55		294		161		—		55		455		510		202		—	2004	40
Four Seasons Resort Orlando at Walt Disney World® Resort	—		91		510		17		—		91		527		618		46		—	2021	37
Four Seasons Resort and Residences Jackson Hole	—		59		245		2		—		59		247		306		11		—	2022	32
Gaithersburg Marriott Washingtonian Center	—		7		22		15		—		7		37		44		30		—	1993	40
Grand Hyatt Atlanta in Buckhead	—		8		88		34		—		8		122		130		84		—	1998	40
Grand Hyatt San Francisco	—		52		331		5		—		52		336		388		67		—	2018	34
Grand Hyatt Washington	—		154		247		46		—		154		293		447		137		—	2012	33
Hilton Singer Island Oceanfront/Palm Beaches Resort	—		2		10		24		—		2		34		36		29		—	1994	40
Hotel Van Zandt	100		58		179		1		—		58		180		238		12		—	2021	34
Houston Airport Marriott at George Bush Intercontinental	—		—		10		94		—		—		104		104		95		—	1984	40
Houston Marriott Medical Center/Museum District	—		—		19		47		—		—		66		66		52		—	1998	40
Hyatt Place Waikiki Beach	—		12		120		12		—		12		132		144		47		—	2013	34
Hyatt Regency Austin	—		19		139		2		—		19		141		160		14		—	2021	33
Hyatt Regency Coconut Point Resort and Spa	—		33		185		21		—		33		206		239		40		—	2018	36

S-1

Table of Contents

SCHEDULE III

Page 2 of 4

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

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, ~~2017~~

2023

(in millions)

	Initial Cost						Subsequent		Foreign			Gross Amount at December 31, 2017								Date of
					Buildings &		Costs		Currency					Buildings &				Accumulated		Completion of		Date		Depreciation
					Initial Cost
Description	Debt		Land		Improvements		Capitalized		Adjustment			Land		Improvements		Total		Depreciation		Construction		Acquired		Life
Manchester Grand Hyatt, San Diego		—		—		548		61		—			—		609		609		150		—		2011		35
Description
Description																											Debt		Land			Buildings & Improvements			Subsequent Costs Capitalized, net ⁽¹⁾			Foreign Currency Adjustment			Land		Buildings & Improvements		Total			Accumulated Depreciation			Date of Completion of Construction		Date Acquired		Depreciation Life
Hyatt Regency Maui Resort and Spa																										Hyatt Regency Maui Resort and Spa	—		92			212			161			—			81		384		465			211			—		2003		40
Hyatt Regency Reston																										Hyatt Regency Reston	—		11			78			34			—			12		111		123			75			—		1998		40
Hyatt Regency San Francisco Airport																										Hyatt Regency San Francisco Airport	—		16			119			112			—			20		227		247			161			—		1998		40
Hyatt Regency Washington on Capitol Hill																										Hyatt Regency Washington on Capitol Hill	—		40			230			51			—			40		281		321			150			—		2005		40
JW Marriott Atlanta Buckhead																										JW Marriott Atlanta Buckhead	—		16			21			41			—			16		62		78			44			—		1990		40
JW Marriott Hotel Rio de Janeiro																										JW Marriott Hotel Rio de Janeiro	—		13			29			5			(30)			4		13		17			6			—		2010		40
JW Marriott Houston by The Galleria																										JW Marriott Houston by The Galleria	—		4			26			59			—			6		83		89			60			—		1994		40
JW Marriott Washington, D.C.																										JW Marriott Washington, D.C.	—		26			98			73			—			26		171		197			124			—		2003		40
Manchester Grand Hyatt San Diego																										Manchester Grand Hyatt San Diego	—		—			548			76			—			—		624		624			302			—		2011		35
Marina del Rey Marriott		—		—		13		35		—			—		48		48		28		—		1995		40	Marina del Rey Marriott	—	—		—	13		13	46		46	—		—	—		—	59	59		59	59		39	39		—	—	1995		1995	40	40
Marriott Downtown at CF Toronto Eaton Centre																										Marriott Downtown at CF Toronto Eaton Centre	—		—			27			38			(2)			—		63		63			48			—		1995		40
Marriott Marquis San Diego Marina		—		—		202		376		—			—		578		578		289		—		1996		40	Marriott Marquis San Diego Marina	—	—		—	202		202	420		420	—		—	—		—	622	622		622	622		437	437		—	—	1996		1996	40	40
Miami Marriott Biscayne Bay		—		38		27		40		—			38		67		105		50		—		1998		40	Miami Marriott Biscayne Bay	—	38		38	27		27	93		93	—		—	38		38	120	120		158	158		68	68		—	—	1998		1998	40	40
Minneapolis Marriott City Center		—		34		27		44		—			34		71		105		60		—		1995		40	Minneapolis Marriott City Center	—	34		34	27		27	50		50	—		—	35		35	76	76		111	111		61	61		—	—	1995		1995	40	40
New Orleans Marriott		—		16		96		137		—			16		233		249		156		—		1996		40	New Orleans Marriott	—	16		16	96		96	161		161	—		—	16		16	257	257		273	273		201	201		—	—	1996		1996	40	40
New York Marriott Downtown		—		19		79		48		—			19		127		146		82		—		1997		40	New York Marriott Downtown	—	19		19	79		79	56		56	—		—	19		19	135	135		154	154		99	99		—	—	1997		1997	40	40
New York Marriott Marquis		—		49		552		225		—			49		777		826		604		—		1986		40	New York Marriott Marquis	—	49		49	552		552	130		130	—		—	49		49	682	682		731	731		591	591		—	—	1986		1986	40	40
Newark Liberty International Airport Marriott		—		—		30		48		—			—		78		78		49		—		1984		40	Newark Liberty International Airport Marriott	—	—		—	30		30	49		49	—		—	—		—	79	79		79	79		70	70		—	—	1984		1984	40	40
Newport Beach Marriott Bayview		—		6		14		12		—			6		26		32		17		—		1988		40
Newport Beach Marriott Hotel & Spa		—		11		13		117		—			8		133		141		86		—		1988		40
Orlando World Center Marriott		—		18		157		387		—			29		533		562		288		—		1997		40	Orlando World Center Marriott	—	18		18	157		157	509		509	—		—	29		29	655	655		684	684		394	394		—	—	1997		1997	40	40
Philadelphia Airport Marriott		—		—		42		19		—			—		61		61		36		—		1995		40	Philadelphia Airport Marriott	—	—		—	42		42	26		26	—		—	—		—	68	68		68	68		50	50		—	—	1995		1995	40	40
Residence Inn Arlington Pentagon City		—		6		29		12		—			6		41		47		24		—		1996		40
Rio de Janeiro Parque Olimpico Hotels		—		21		39		—		(21	)		13		26		39		4		2014		—		35	Rio de Janeiro Parque Olimpico Hotels	—	21		21	39		39	1		1	(34)		(34)	9		9	18	18		27	27		7	7		2014	2014	—		—	35	35
San Antonio Marriott Rivercenter		—		—		86		86		—			—		172		172		104		—		1996		40	San Antonio Marriott Rivercenter	—	—		—	86		86	117		117	—		—	—		—	203	203		203	203		128	128		—	—	1996		1996	40	40
San Antonio Marriott Riverwalk		—		—		45		36		—			—		81		81		47		—		1995		40	San Antonio Marriott Riverwalk	—	6		6	45		45	41		41	—		—	6		6	86	86		92	92		67	67		—	—	1995		1995	40	40
San Francisco Marriott Fisherman’s Wharf		—		6		20		32		—			6		52		58		31		—		1994		40
San Francisco Marriott Fisherman's Wharf																										San Francisco Marriott Fisherman's Wharf	—		6			20			35			—			6		55		61			45			—		1994		40
San Francisco Marriott Marquis		—		—		278		123		—			—		401		401		280		—		1989		40	San Francisco Marriott Marquis	—	—		—	278		278	210		210	—		—	—		—	488	488		488	488		369	369		—	—	1989		1989	40	40
San Ramon Marriott		—		—		22		24		—			—		46		46		28		—		1996		40
Santa Clara Marriott		—		—		39		59		—			—		98		98		87		—		1989		40	Santa Clara Marriott	—	—		—	39		39	84		84	—		—	—		—	123	123		123	123		104	104		—	—	1989		1989	40	40
Scottsdale Marriott at McDowell Mountains		—		8		48		9		—			8		57		65		21		—		2004		40
Scottsdale Marriott Suites Old Town		—		3		20		12		—			3		32		35		20		—		1996		40
Sheraton Boston Hotel		—		42		262		69		—			42		331		373		124		—		2006		40
Sheraton New York Times Square Hotel		—		346		409		204		—			346		613		959		242		—		2006		40
Sheraton Parsippany Hotel		—		8		30		22		—			8		52		60		23		—		2006		40	Sheraton Parsippany Hotel	—	8		8	30		30	18		18	—		—	8		8	48	48		56	56		35	35		—	—	2006		2006	40	40
Sheraton San Diego Hotel & Marina		—		—		328		39		—			—		367		367		123		—		2006		40
Swissôtel Chicago		—		29		132		84		—			30		215		245		102		—		1998		40
Tampa Airport Marriott		—		—		9		25		—			—		34		34		29		—		1971		40
The Camby Hotel		—		10		63		29		—			10		92		102		45		—		1998		40
The Don CeSar		—		46		158		—		—			46		158		204		5		—		2017		34
The Fairmont Kea Lani, Maui		—		55		294		65		—			55		359		414		137		—		2004		40
The Logan		—		26		60		71		—			27		130		157		56		—		1998		40

Initial Cost

Subsequent

Foreign

Gross Amount at December 31, 2017

Date of

Buildings &

Costs

Currency

Buildings &

Accumulated

Completion of

Date

Depreciation

Description

Debt

Land

Improvements

Capitalized

Adjustment

Land

Improvements

Total

Depreciation

Construction

Acquired

Life

The Phoenician Hotel

—

72

307

49

—

74

354

428

34

—

2015

32

The Ritz-Carlton, Amelia Island

—

25

115

84

—

25

199

224

107

—

1998

40

The Ritz-Carlton, Marina del Rey

—

—

52

35

—

—

87

87

54

—

1997

40

The Ritz-Carlton, Naples

—

19

126

142

—

21

266

287

167

—

1996

40

The Ritz-Carlton, Naples Golf Resort

—

22

10

78

—

22

88

110

33

2002

—

40

The Ritz-Carlton, Tysons Corner

—

—

89

35

—

—

124

124

64

—

1998

40

The St. Regis Houston

—

6

33

21

—

6

54

60

26

—

2006

40

The Westin Buckhead Atlanta

—

5

84

34

—

6

117

123

60

—

1998

40

The Westin Chicago River North

—

33

116

12

—

33

128

161

26

—

2010

40

The Westin Cincinnati

—

—

54

19

—

—

73

73

28

—

2006

40

The Westin Denver Downtown

—

—

89

20

—

—

109

109

38

—

2006

40

The Westin Georgetown, Washington D.C.

—

16

80

16

—

16

96

112

36

—

2006

40

The Westin Indianapolis

—

12

100

17

—

12

117

129

40

—

2006

40

The Westin Kierland Resort & Spa

—

100

280

27

—

100

307

407

92

—

2006

40

The Westin Los Angeles Airport

—

—

102

25

—

—

127

127

45

—

2006

40

The Westin Mission Hills Resort & Spa

—

40

47

(37
)

—

13

37

50

25

—

2006

40

The Westin New York Grand Central

—

156

152

81

—

156

233

389

95

—

2011

40

The Westin Seattle

—

39

175

34

—

39

209

248

69

—

2006

40

The Westin South Coast Plaza, Costa Mesa

—

—

46

24

—

—

70

70

42

—

2006

40

The Westin Waltham-Boston

—

9

59

18

—

9

77

86

29

—

2006

40

The Whitley, A Luxury Collection Hotel, Atlanta Buckhead

—

14

81

71

—

15

151

166

95

—

1996

40

Toronto Marriott Downtown Eaton Centre Hotel

—

—

27

32

—

—

59

59

35

—

1995

40

W Hollywood

—

—

204

—

—

—

204

204

6

—

2017

35

W New York - Union Square

—

48

145

16

—

48

161

209

34

—

2010

40

W Seattle

—

11

125

12

—

11

137

148

41

—

2006

40

Washington Dulles Airport Marriott

—

—

3

46

—

—

49

49

39

—

1970

40

Washington Marriott at Metro Center

—

20

24

28

—

20

52

72

37

—

1994

40

Westfields Marriott Washington Dulles

—

7

32

18

—

7

50

57

34

—

1994

40

YVE Hotel Miami

—

15

41

1

—

15

42

57

5

—

2014

33

Total hotels:

—

1,960

8,974

4,553

(42
)

1,929

13,516

15,445

6,264

Other properties, each less than 5% of total

—

5

1

12

—

5

13

18

8

—

various

40

TOTAL

$
—

$
1,965

$
8,975

$
4,565

$
(42
)

$
1,934

$
13,529

$
15,463

$
6,272


Maryland (Host Hotels & Resorts, Inc.)		53-0085950 (Host Hotels & Resorts, Inc.)
Delaware (Host Hotels & Resorts, L.P.)		~~53-0085950 (Host Hotels & Resorts, Inc.)~~ 52-2095412 (Host Hotels & Resorts, L.P.)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
4747 Bethesda Ave, Suite 1300 Bethesda, Maryland		20814
~~6903 Rockledge Drive, Suite 1500 Bethesda, Maryland~~	~~20817~~
(Address of Principal Executive Offices)	(Zip Code)

~~Host Hotels & Resorts, Inc.~~		~~Yes~~ ☒		No ☐
~~Host Hotels & Resorts, L.P.~~		~~Yes~~ ☒		No ☐

~~Host Hotels & Resorts, Inc.~~		~~Yes~~ ☒		No ☐
~~Host Hotels & Resorts, L.P.~~		~~Yes~~ ☒		No ☐


	Stock Price						Dividends Declared Per Share
		High			Low
2016
1^st Quarter	$	16.97		$	12.82		$	0.20
2^nd Quarter		16.95			14.58			0.20
3^rd Quarter		18.37			15.57			0.20
4^th Quarter		19.18			14.83			0.25

	Stock Price						Dividends Declared Per Share
	High			Low
2017
1^st Quarter	$		19.34	$		17.75	$		0.20
2^nd Quarter			19.27			17.48			0.20
3^rd Quarter			18.91			17.38			0.20
4^th Quarter			20.58			18.20			0.25

	2012		2013		2014		2015		2016		2017
Host Hotels & Resorts, Inc.	$	100.00	$	127.33	$	161.10	$	108.74	$	140.68	$	155.06
NAREIT Equity Index	$	100.00	$	102.86	$	131.68	$	135.40	$	147.09	$	159.85
S&P 500 Index	$	100.00	$	132.37	$	150.51	$	152.39	$	170.84	$	208.14

~~Host Hotels & Resorts, Inc.~~		Host Hotels & Resorts, Inc. None
~~Host Hotels & Resorts, L.P.~~		~~Units of limited partnership interest (734,110,749 units outstanding as of February 21, 2018)~~

	Number				Percentage of
Brand	of Hotels		Rooms		Revenues ⁽¹⁾
Marriott:
Marriott		37		22,394		39.7	%
Ritz-Carlton		5		1,893		6.7
Autograph Collection		1		277		0.4
JW Marriott		5		2,221		3.8
W		4		1,696		3.7
St. Regis		1		232		0.5
Luxury Collection		2		1,155		2.8
Westin		13		6,912		11.9
Sheraton		4		4,423		7.9
Residence Inn		1		299		0.3
Courtyard		1		337		0.3
Total Marriott		74		41,839		78.0
Hyatt:
Grand Hyatt		3		2,964		6.3
Hyatt Place		1		426		0.5
Hyatt Regency		5		3,421		7.1
Total Hyatt		9		6,811		13.9
Hilton:
Curio		1		391		0.9
Hilton		1		223		0.3
Embassy Suites		1		455		0.6
Total Hilton		3		1,069		1.8
AccorHotels:
Swissôtel		1		661		1.1
Fairmont		1		450		2.1
ibis		1		256		0.1
Novotel		1		149		0.1
Total AccorHotels		4		1,516		3.4
Other/Independent		3		742		1.3
		93		51,977		98	%
___________


Washington, D.C. (continued)		Brazil (continued)
Hyatt Regency Washington on Capitol Hill	838	Novotel Rio de Janeiro Parque Olimpico	149
JW Marriott Washington DC	777	Canada
The Westin Georgetown, Washington, D.C.	267	Calgary Marriott Downtown	388
Washington Marriott at Metro Center	459	Toronto Marriott Downtown Eaton Centre Hotel ⁽¹⁾	461
Brazil		Mexico
ibis Rio de Janeiro Parque Olimpico	256	JW Marriott Hotel Mexico City ⁽⁴⁾	312
JW Marriott Hotel Rio de Janeiro	245	Total	51,977
___________


	Distributions Declared Per Common Unit
	2016		2017
1^st Quarter	$	0.2043	$	0.2043
2^nd Quarter		0.2043		0.2043
3^rd Quarter		0.2043		0.2043
4^th Quarter		0.2554		0.2554

	Calendar year
	2017		2016		2015		2014		2013
	(in millions, except per share amounts)
Income Statement Data:
Revenues	$	5,387	$	5,430		5,350	$	5,321	$	5,134
Income from continuing operations		571		771		565		741		206
Income from discontinued operations, net of tax ⁽¹⁾		—		—		—		—		115
Net income		571		771		565		741		321
Net income attributable to Host Hotels & Resorts, Inc.		564		762		558		732		317
Basic earnings per common share:
Continuing operations		.76		1.03		.74		.97		.27
Discontinued operations ⁽¹⁾		—		—		—		—		.16
Basic earnings per common share		.76		1.03		.74		.97		.43
Diluted earnings per common share:
Continuing operations		.76		1.02		.74		.96		.27
Discontinued operations ⁽¹⁾		—		—		—		—		.15
Diluted earnings per common share		.76		1.02		.74		.96		.42
Dividends declared per common share		.85		.85		.80		.75		.46
Balance Sheet Data:
Total assets	$	11,693	$	11,408	$	11,656	$	12,043	$	12,642
Debt		3,954		3,649		3,867		3,807		4,569
___________

Comparable Hotel Data:

	2017 Comparable Hotels (1)									2016 Comparable Hotels (1)
							Change									Change
	2017			2016			2016 to 2017			2016			2015			2015 to 2016
Comparable hotel revenues	$	4,840		$	4,808			0.7	%	$	4,908		$	4,776			2.8	%
Comparable hotel EBITDA		1,348			1,334			1.0	%		1,364			1,289			5.8	%
Comparable hotel EBITDA margin		27.85	%		27.75	%		10	bps		27.8	%		27.0	%		80	bps
Change in comparable hotel RevPAR - Constant US$ ⁽²⁾		1.3	%								2.7	%
Change in comparable hotel RevPAR - Nominal US$⁽²⁾		1.4	%								2.5	%
Change in comparable domestic RevPAR		1.7	%								2.5	%
Change in comparable international RevPAR - Constant US$ ⁽²⁾		(12.2	)%								7.8	%
___________

	2017		2016		Net (reduction)/increase 2016 to 2017			2015		Net (reduction)/increase 2015 to 2016
Total Revenues:
Acquisitions	$	188	$	112	$	76		$	55	$	57
Dispositions		46		252		(206	)		392		(140	)
Total Revenues	$	234	$	364	$	(130	)	$	447	$	(83	)
Net income (excluding gain on sale):
Acquisitions	$	18	$	12	$	6		$	—	$	12
Dispositions		8		27		(19	)		31		(4	)
Net income (excluding gain on sale)	$	26	$	39	$	(13	)	$	31	$	8


	As of December 31, 2023		Year ended December 31, 2023								Year ended December 31, 2022
Location	No. of Properties	No. of Rooms	Average Room Rate		Average Occupancy Percentage		RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage		RevPAR		Total RevPAR		Percent Change in RevPAR		Percent Change in Total RevPAR
Maui/Oahu	4	2,006	$	576.75	71.9	%	$	414.84	$	612.98	$	560.86	74.7	%	$	418.70	$	646.24	(0.9	%)	(5.1	%)
Miami	2	1,033	533.31		66.9	%	356.86		624.20		621.56		61.3	%	380.89		635.56		(6.3	%)	(1.8	%)
Jacksonville	1	446	503.57		69.9	%	351.80		784.10		527.16		65.3	%	344.37		749.99		2.2	%	4.5	%
New York	2	2,486	349.99		82.7	%	289.53		412.23		333.65		72.8	%	242.88		345.93		19.2	%	19.2	%
Phoenix	3	1,545	399.79		71.5	%	285.85		637.23		392.52		70.3	%	275.96		625.68		3.6	%	1.8	%
Florida Gulf Coast	3	941	389.43		72.3	%	281.40		593.72		394.84		73.7	%	291.11		577.93		(3.3	%)	2.7	%
Orlando	2	2,448	384.63		67.9	%	261.32		521.26		410.76		63.8	%	262.20		508.78		(0.3	%)	2.5	%
Los Angeles/Orange County	3	1,067	300.29		81.7	%	245.49		360.91		288.81		79.4	%	229.44		337.54		7.0	%	6.9	%
San Diego	3	3,294	282.20		78.4	%	221.29		414.34		272.28		74.6	%	203.24		371.28		8.9	%	11.6	%
Boston	2	1,496	264.18		78.2	%	206.66		275.90		244.35		58.5	%	142.90		193.67		44.6	%	42.5	%
Washington, D.C. (CBD)	5	3,240	276.74		70.1	%	193.92		280.31		259.57		61.7	%	160.13		230.71		21.1	%	21.5	%
Philadelphia	2	810	231.94		79.7	%	184.83		288.44		218.52		80.6	%	176.19		270.04		4.9	%	6.8	%
Austin	2	767	269.26		65.7	%	176.88		311.25		271.65		69.5	%	188.91		324.19		(6.4	%)	(4.0	%)
Northern Virginia	2	916	243.70		70.4	%	171.48		268.97		219.41		65.6	%	143.96		227.21		19.1	%	18.4	%
Chicago	3	1,562	243.59		68.9	%	167.80		238.73		240.66		65.1	%	156.57		217.31		7.2	%	9.9	%
San Francisco/San Jose	6	4,162	251.98		66.4	%	167.25		244.44		230.88		63.0	%	145.42		211.87		15.0	%	15.4	%
Seattle	2	1,315	239.33		66.8	%	159.81		218.64		229.92		62.4	%	143.52		188.58		11.4	%	15.9	%
Atlanta	2	810	190.67		74.0	%	141.12		227.52		181.81		72.2	%	131.35		205.87		7.4	%	10.5	%
Houston	5	1,942	201.17		69.4	%	139.51		195.30		182.97		63.8	%	116.73		163.85		19.5	%	19.2	%
New Orleans	1	1,333	196.29		68.6	%	134.72		203.93		200.59		66.2	%	132.74		198.18		1.5	%	2.9	%
San Antonio	2	1,512	215.77		61.4	%	132.55		212.13		199.52		66.3	%	132.30		206.09		0.2	%	2.9	%
Denver	3	1,340	192.48		63.3	%	121.90		181.72		182.33		61.9	%	112.85		163.64		8.0	%	11.1	%
Other	10	3,061	313.84		64.2	%	201.47		308.08		320.85		60.7	%	194.89		294.37		3.4	%	4.7	%
Domestic	70	39,532	304.48		70.7	%	215.33		351.26		299.40		66.8	%	199.90		325.31		7.7	%	8.0	%

International	5	1,499	186.14		62.4	%	116.16		168.42		162.33		55.1	%	89.51		130.24		29.8	%	29.3	%
All Locations	75	41,031	$	300.66	70.4	%	$	211.71	$	344.63	$	295.24	66.3	%	$	195.87	$	318.25	8.1	%	8.3	%

	As of December 31, 2016				Year ended December 31, 2016							Year ended December 31, 2015
Location	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Maui/Oahu		3		1,682	$	330.98		90.6	%	$	299.86	$	323.10		88.7	%	$	286.48		4.7	%
Florida Gulf Coast		3		1,043		360.91		71.4			257.54		353.68		73.6			260.48		(1.1	)
New York		6		5,999		297.49		88.2			262.33		307.40		89.0			273.48		(4.1	)
San Francisco/San Jose		4		2,912		261.08		83.2			217.23		253.52		83.2			210.81		3.0
Jacksonville		1		446		337.37		71.5			241.38		327.75		73.4			240.52		0.4
Washington, D.C. (CBD)		5		3,238		244.72		81.5			199.37		235.56		77.4			182.38		9.3
Boston		4		3,185		231.16		80.2			185.42		228.47		79.6			181.85		2.0
Philadelphia		1		419		185.65		84.3			156.52		186.63		81.9			152.85		2.4
Chicago		6		2,392		203.33		77.4			157.43		202.05		75.7			152.87		3.0
Los Angeles		3		1,414		211.73		89.5			189.44		194.18		87.9			170.73		11.0
Seattle		2		1,315		221.43		78.7			174.27		216.74		80.7			174.96		(0.4	)
Atlanta		5		1,939		193.33		78.0			150.86		189.83		75.7			143.73		5.0
Phoenix		3		1,241		215.97		71.1			153.51		210.15		71.1			149.42		2.7
San Diego		3		2,981		206.98		84.2			174.35		201.70		82.0			165.31		5.5
New Orleans		1		1,333		179.79		76.5			137.53		172.38		71.9			123.94		11.0
Denver		2		735		179.94		73.5			132.25		175.63		72.8			127.88		3.4
Houston		3		1,143		196.50		71.3			140.14		204.14		69.4			141.65		(1.1	)
Miami		2		843		157.15		84.6			132.92		160.20		86.0			137.78		(3.5	)
Orange County		4		1,429		191.92		76.7			147.25		188.86		73.5			138.83		6.1
Northern Virginia		6		2,501		171.96		74.1			127.49		170.55		73.3			125.04		2.0
San Antonio		2		1,513		177.04		70.1			124.08		178.36		69.1			123.21		0.7
Orlando		1		2,004		175.58		69.6			122.17		173.78		69.9			121.46		0.6
Other		11		5,473		166.94		70.8			118.22		162.81		67.1			109.17		8.3
Domestic		81		47,180		226.07		79.0			178.61		224.23		77.7			174.18		2.5

International		7		2,196		198.82		68.5			136.15		188.26		67.1			126.27		7.8
All Locations - Constant US$		88		49,376		225.01		78.5			176.71		222.83		77.2			172.04		2.7


Comparable Hotels in Nominal US$
	As of December 31, 2016				Year ended December 31, 2016							Year ended December 31, 2015
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
International		7		2,196	$	198.82		68.5	%	$	136.15	$	197.89		67.1	%	$	132.73		2.6	%
Domestic		81		47,180		226.07		79.0			178.61		224.23		77.7			174.18		2.5
All Locations - Nominal US$		88		49,376		225.01		78.5			176.71		223.21		77.2			172.33		2.5
___________


	Year ended December 31, 2023
	Transient business			Group business			Contract business
Room nights (in thousands)	5,756			4,086			720
Percentage change in room nights vs. same period in 2022	1.3		%	12.4		%	14.1		%
Rooms Revenues (in millions)	$	1,922		$	1,118		$	135
Percentage change in rooms revenues vs. same period in 2022	0.9		%	20.9		%	25.4		%

Transaction Date		Description of Transaction	Net Proceeds
Debt Issuances
March	2017	Proceeds from the issuance of $400 million 3⅞% Series G senior notes	$	395
		Total issuances	$	395

			Transaction
Transaction Date		Description of Transaction	Amount
Debt Repayments
January - December	2017	Net repayment on the revolver portion of credit facility	$	(55	)
July	2017	Repayment of A$86 million mortgage loan on Hilton Melbourne South Wharf		(69	)
January - December	2016	Net repayment on the revolver portion of credit facility		(82	)
September	2016	Repayment of NZ$23 million mortgage loan on Novotel and ibis Christchurch		(17	)
April	2016	Repayment of mortgage loan on the Hyatt Regency Reston hotel		(100	)
February - March	2016	Repayment of NZ$30 million mortgage loan on Novotel and ibis Wellington		(20	)
		Total cash repayments	$	(343	)

	Senior notes
	and			Mortgage debt
	credit facility			and other		Total
2018	$	—		$	—	$	—
2019		—			—		—
2020		500			—		500
2021		978			—		978
2022		350			—		350
Thereafter		2,150			5		2,155
		3,978			5		3,983
Deferred financing costs		(27	)		—		(27	)
Unamortized (discounts) premiums, net		(3	)		—		(3	)
Capital lease obligations		—			1		1
	$	3,948		$	6	$	3,954

	Host's Net Investment				Total Partner Funding
	Euros (in millions)		US$ (in millions)		Euros (in millions)
Euro JV Fund I	€	105	$	126	€	440
Euro JV Fund II		121		145		371
	€	226	$	271	€	811

	Payments due by period
			Less than						More than
	Total		1 year		1 to 3 years		3 to 5 years		5 years
Long-term debt obligations ⁽¹⁾	$	4,821	$	158	$	811	$	1,553	$	2,299
Capital lease obligations		1		1		—		—		—
Operating lease obligations		1,487		42		80		76		1,289
Purchase obligations ⁽²⁾		210		181		29		—		—
Other long-term liabilities reflected on the balance sheet⁽³⁾		26		1		6		—		19
Total	$	6,545	$	383	$	926	$	1,629	$	3,607
___________

	Year ended December 31,
	2017			2016
Number of hotels		87			87
Number of rooms		48,357			48,357
Change in comparable hotel RevPAR -
Constant US$		1.3	%		—
Nominal US$		1.4	%		—
Operating profit margin ⁽¹⁾		12.5	%		12.6	%
Comparable hotel EBITDA margin ⁽¹⁾		27.85	%		27.75	%
Food and beverage profit margin ⁽¹⁾		31.4	%		30.3	%
Comparable hotel food and beverage profit margin ⁽¹⁾		31.2	%		30.5	%

Net income	$	571		$	771
Depreciation and amortization		751			724
Interest expense		167			154
Provision for income taxes		80			40
Gain on sale of property and corporate level income/expense		(44	)		(175	)
Non-comparable hotel results, net⁽²⁾		(177	)		(180	)
Comparable hotel EBITDA	$	1,348		$	1,334

	Expected Maturity Date
																					Fair
	2018			2019			2020			2021			2022			Thereafter			Total		Value
Liabilities
Debt:
Fixed rate ⁽¹⁾	$	(4	)	$	(4	)	$	(4	)	$	296		$	347		$	2,152		$	2,783	$	2,933
Average interest rate		4.56	%		4.56	%		4.56	%		4.52	%		4.28	%		4.16	%

Variable rate ⁽¹⁾	$	(2	)	$	(2	)	$	498		$	677		$	—		$	—		$	1,171	$	1,183
Average interest rate⁽²⁾		2.52	%		2.52	%		2.50	%		2.41	%		—	%		—	%
Total debt																			$	3,954	$	4,116

___________

Common Shares Outstanding				Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-controlling Interest of Other Consolidated Partnerships			Non-controlling Interests of Host Hotels & Resorts, L.P.
	755.8		Balance, December 31, 2014	$	8		$	8,476		$	(50	)	$	(1,098	)	$	52		$	225
	—		Net income		—			—			—			558			—			7
	—		Other changes in ownership		—			81			—			—			(10	)		(78	)
	—		Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates		—			—			(71	)		—			(2	)		—
	—		Change in fair value of derivative instruments		—			—			11			—			—			—
	—		Amounts reclassified from Other Comprehensive Income		—			—			3			—			—			—
	32.1		Common stock issuances		—			401			—			—			—			—
	0.6		Comprehensive stock and employee stock purchase plans		—			16			—			—			—			—
	—		Common stock dividends		—			—			—			(599	)		—			—
	0.1		Redemptions of limited partner interests for common stock		—			3			—			—			—			(3	)
	—		Contributions from non- controlling interests of consolidated partnerships		—			—			—			—			2			—
	—		Distributions to non-controlling interests		—			—			—			—			(2	)		(8	)
	(38.3	)	Repurchase of common stock		—			(675	)		—			—			—			—
	750.3		Balance, December 31, 2015	$	8		$	8,302		$	(107	)	$	(1,139	)	$	40		$	143
	—		Net income		—			—			—			762			—			9
	—		Other changes in ownership		—			(30	)		—			—			—			31
	—		Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates		—			—			—			—			(1	)		—
	—		Change in fair value of derivative instruments		—			—			7			—			—			—
	—		Amounts reclassified from Other Comprehensive Income		—			—			17			—			—			—
	0.3		Common stock issuances		—			4			—			—			—			—
	0.4		Comprehensive stock and employee stock purchase plans		—			8			—			—			—			—
	—		Common stock dividends		—			—			—			(630	)		—			—
	0.6		Redemptions of limited partner interests for common stock		—			10			—			—			—			(10	)
	—		Distributions to non-controlling interests		—			—			—			—			—			(8	)
	(13.8	)	Repurchase of common stock		(1	)		(217	)		—			—			—			—
	737.8		Balance, December 31, 2016	$	7		$	8,077		$	(83	)	$	(1,007	)	$	39		$	165
	—		Net income		—			—			—			564			—			7
	—		Other changes in ownership		—			(8	)		—			—			4			8
	—		Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates		—			—			23			—			1			—
	—		Change in fair value of derivative instruments		—			—			(14	)		—			—			—
	—		Amounts reclassified from Other Comprehensive Income		—			—			14			—			—			—
	0.5		Common stock issuances		—			9			—			—			—			—
	0.5		Comprehensive stock and employee stock purchase plans		—			13			—			—			—			—
	—		Common stock dividends		—			—			—			(628	)		—			—
	0.3		Redemptions of limited partner interests for common stock		—			6			—			—			—			(6	)
	—		Distributions to non-controlling interests		—			—			—			—			(15	)		(7	)
	739.1		Balance, December 31, 2017	$	7		$	8,097		$	(60	)	$	(1,071	)	$	29		$	167

		December 31, 2017		December 31, 2016		December 31, 2015
	2023							2023	2022	2021
Cash and cash equivalents		$	913	$	372	$	221
Restricted cash			1		2		15
Restricted cash (included in other assets)
Cash included in furniture, fixtures and equipment replacement fund			195		170		141
Total cash and cash equivalents and restricted cash shown in the statements of cash flows		$	1,109	$	544	$	377


		Hotels
United States			88	72
Brazil			3
Canada			2
~~Mexico~~ Total			1
~~Total~~	94	77

	~~Hotels~~
~~Belgium~~		1
~~France~~		3
~~Germany~~		1
~~Spain~~		2
~~Sweden~~		1
~~The Netherlands~~		2
~~United Kingdom~~		1
~~Total~~		11


Income statement line item						Recognition method
Rooms revenues						Rooms revenues represent revenues from the occupancy of our hotel rooms and are driven by the occupancy and average daily rate charged. Rooms revenues do not include ancillary services or fees charged. The contracts for room stays with customers generally are very short term in duration and revenues are recognized over the course of the hotel stay.
Food and beverage revenues						Food and beverage revenues consist of revenues from group functions, which may include banquet revenues and audio-visual revenues, as well as outlet revenues from the restaurants and lounges at our properties. Revenues are recognized as the services or products are provided. Our hotels may employ third parties to provide certain services, for example, audio and visual services. These contracts are evaluated to determine if the hotel is the principal or the agent in the transaction and we record the revenues as appropriate (i.e., gross vs. net).
Other revenues						Other revenues consist of ancillary revenues at the hotel, including attrition and cancelation fees, golf courses, resort and destination fees, spas, entertainment and other guest services, as well as rental revenues; primarily consisting of leased retail outlets. Other revenues generally are recognized as the services or products are provided. Attrition and cancelation fees are recognized for non-cancelable deposits when the customer provides notification of cancelation or is a no-show for the specified date, whichever comes first.

		As of December 31, 2017
		Ownership Interests			Our Investment			Our Portion of Debt		Total Debt		Distributions received in 2017 ⁽¹⁾		Assets
Euro JV ⁽²⁾		32.1 - 33.4%			$	271		$	316	$	1,029	$	31	Eleven hotels in Europe
	As of December 31, 2023																																					As of December 31, 2023
	Ownership Interests																	Ownership Interests					Our Investment						Our Portion of Debt							Total Debt							Distributions received in 2023 ⁽¹⁾						Assets
Asia/Pacific JV			25	%		15			—		—		—	A 36% interest in seven hotels in India	Asia/Pacific JV	25	%		$	9		$			$	—		$			$	—			$				$	—		A 36% interest in seven hotels and an office building in India						A 36% interest in seven hotels and an office building in India
Maui JV			67	%		83			27		41		7	131-unit vacation ownership project in Maui, HI	Maui JV	67	%		28			16				16			23				23				8				8				131-unit vacation ownership project in Maui, HI				131-unit vacation ownership project in Maui, HI
Hyatt Place JV			50	%		(13	)		30		60		3	One hotel in Nashville, TN	Hyatt Place JV	50	%		(15)			30				30			60				60				2				2				One hotel in Nashville, TN				One hotel in Nashville, TN
Harbor Beach JV			49.9	%		(28	)		75		149		7	One hotel in Fort Lauderdale, FL	Harbor Beach JV	49.9	%		(45)			75				75			150				150				11				11				One hotel in Fort Lauderdale, FL				One hotel in Fort Lauderdale, FL
Philadelphia Marriott Downtown JV			11	%		(6	)		24		217		1	One hotel in Philadelphia, PA
Philadelphia Marriott Downtown JV⁽²⁾															Philadelphia Marriott Downtown JV⁽²⁾	11	%		(8)						23						213								6							One hotel in Philadelphia, PA
Noble JV															Noble JV	21.15 - 49%			121						64						300								7							Asset management and general partner of real estate fund; select-service and extended stay hotels in the United States
Fifth Wall Ventures						5			—		—		—	Real estate industry technology investment	Fifth Wall Ventures						28			—				—		—						—			2					2			Real estate industry technology investment			Real estate industry technology investment
Other investments
Total					$	327		$	472	$	1,496	$	49
Total
Total																					$	126					$	208						$	746						$	36


	As of December 31, 2022
	Ownership Interests		Our Investment		Our Portion of Debt		Total Debt		Distributions received in 2022 ⁽¹⁾		Assets
Asia/Pacific JV	25	%	$	8	$	—	$	—	$	—	A 36% interest in seven hotels and an office building in India
Maui JV	67	%	38		16		24		11		131-unit vacation ownership project in Maui, HI
Hyatt Place JV	50	%	(15)		30		60		5		One hotel in Nashville, TN
Harbor Beach JV	49.9	%	(39)		75		150		8		One hotel in Fort Lauderdale, FL
Philadelphia Marriott Downtown JV	11	%	(6)		21		195		—		One hotel in Philadelphia, PA
Noble JV	19 - 49%		107		63		329		3		Asset management and general partner of real estate fund; select-service and extended stay hotels in the United States
Fifth Wall Ventures			31		—		—		3		Real estate industry technology investment
Other investments			8		—		—		—
Total			$	132	$	205	$	758	$	30

					Maturity
Transaction Date	Property	Rate			Date	Amount
Repayments
July 2017	Hilton Melbourne South Wharf		3.3	%	11/22/2017	$	(69	)
September 2016	Novotel and ibis Christchurch		3.6	%	2/18/2018		(17	)
April 2016	Hyatt Regency Reston		3.5	%	7/1/2016		(100	)
March 2016	ibis Wellington		3.7	%	2/18/2018		(11	)
February 2016	Novotel Wellington		5.7	%	2/18/2018		(9	)

	2017		2016
Balance at January 1	$	11	$	11
Balance at December 31	$	11	$	11


	As of December 31, 2023
	Ground Leases			Office Leases and Other			Total
Weighted-average discount rate - operating leases	5.4		%	3.7		%	5.3		%
2024	$	31		$	7		$	38
2025	31			6			37
2026	31			6			37
2027	31			5			36
2028	31			5			36
Thereafter	1,343			38			1,381
Total undiscounted cash flows	$	1,498		$	67		$	1,565

Present values
Long-term lease liabilities	$	511		$	52		$	563
Total lease liabilities	$	511		$	52		$	563
Difference between undiscounted cash flows and discounted cash flows	$	987		$	15		$	1,002

	2017 Award Grants
	NAREIT index			Standard & Poor's index			Selected Lodging Company index
	NAREIT Lodging & Resorts Index														NAREIT Lodging & Resorts Index
	2023 Award Grants												2023 Award Grants			2022 Award Grants
Grant date stock price	$	18.56		$	18.56		$	18.56
Volatility		25.2	%		25.2	%		25.2	%	Volatility	49.2	%		45.0	%
Beta		1.178			1.182			1.006		Beta	0.695			0.667
Risk-free rate - one year award		0.82	%		0.82	%		0.82	%
Risk-free rate - two year award		1.20	%		1.20	%		1.20	%
Risk-free rate - three year award		1.48	%		1.48	%		1.48	%	Risk-free rate - three year award	4.08	%		1.61	%


TSR Percentile Ranking	Payout (% of Maximum)
At or above 75th percentile	100	~~100~~	%
50th percentile	50	50	%
30th percentile	25	25	%
Below 30th percentile	—	0	%

	2017
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
	(in millions, except per share/unit amounts)
Host Hotels & Resorts, Inc.:
Revenues	$	1,348	$	1,441	$	1,254	$	1,344
Operating profit		171		244		127		134
Net income		161		212		105		93
Net income attributable to Host Hotels & Resorts, Inc.		158		210		104		92
Basic earnings per common share		.21		.28		.14		.12
Diluted earnings per common share		.21		.28		.14		.12
Host Hotels & Resorts, L.P.⁽¹⁾:
Net income attributable to Host Hotels & Resorts, L.P.		160		212		106		93
Basic earnings per common unit		.22		.29		.14		.13
Diluted earnings per common unit		.22		.29		.14		.13