UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2023

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

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

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

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

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact name of registrant as specified in its charter)


Maryland (Host Hotels & Resorts, Inc.) Delaware (Host Hotels & Resorts, L.P.) (State or Other Jurisdiction of Incorporation or Organization)		~~53-008595~~53-0085950 52-2095412 (I.R.S. Employer Identification No.)

~~6903 Rockledge Drive,~~ 4747 Bethesda Ave, Suite ~~1500~~1300 Bethesda, Maryland (Address of Principal Executive Offices)		~~20817~~20814 (Zip Code)

~~(240)~~ (240) 744-1000

(Registrant’s telephone number, including area code)

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


	Title of each class	Trading Symbol	Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.	Common Stock, $0.01 par value	HST	The Nasdaq Stock Market LLC
Host Hotels & Resorts, L.P.	None	None	None

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


Host Hotels & Resorts, Inc.	Yes☑	No ☐
Host Hotels & Resorts, L.P.	Yes☑	No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).


Host Hotels & Resorts, Inc.	Yes☑	No ☐
Host Hotels & Resorts, L.P.	Yes☑	No ☐

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


Host Hotels & Resorts, Inc.
Large accelerated 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 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 ☑

As of ~~October 31, 2017~~August 2, 2023, there were ~~740,088,192~~711,604,872 shares of Host Hotels & Resorts, Inc.’s common stock, ~~$.01~~$0.01 par value per share, outstanding.

EXPLANATORY NOTE

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

Host Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”). The remaining OP units are owned by various unaffiliated limited partners. As the sole general partner of Host L.P., Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control. Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same persons who direct the management of Host L.P. As general partner with control of Host L.P., Host Inc. consolidates Host L.P. for financial reporting purposes, and Host Inc. does not have significant assets other than its investment in Host L.P. Therefore, the assets and liabilities of Host Inc. and Host L.P. are substantially the same on their respective condensed consolidated financial statements and the disclosures of Host Inc. and Host L.P. also are substantially similar. For these reasons, we believe that the combination into a single report of the quarterly reports on Form 10-Q of Host Inc. and Host L.P. results in benefits to management and investors.

The substantive difference between the filings of Host Inc.’s and Host L.P.~~’s filings~~ is ~~the fact~~ that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the condensed consolidated financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital for Host L.P.). Apart from the different equity treatment, the condensed consolidated financial statements of Host Inc. and Host L.P. are nearly ~~are~~ identical.

This combined Form 10-Q for Host Inc. and Host L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting and separate CEO/CFO certifications. In addition, with respect to any other financial and non-financial disclosure items required by Form 10-Q, any material differences between Host Inc. and Host L.P. are discussed separately herein. For a more detailed discussion of the substantive differences between Host Inc. and Host L.P. and why we believe the combined filing results in benefits to investors, see the discussion in the combined Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 under the heading “Explanatory Note.”

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

INDEX

PART I. FINANCIAL INFORMATION


		Page No.
Item 1.	Financial Statements for Host Hotels & Resorts, Inc.:

	Condensed Consolidated Balance Sheets - ~~September~~June 30, ~~2017~~2023 (unaudited) and December 31, ~~2016~~2022	1

	Condensed Consolidated Statements of Operations ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	3

	Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~(unaudited) - Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	4

	Financial Statements for Host Hotels & Resorts, L.P.:

	Condensed Consolidated Balance Sheets - ~~September~~June 30, ~~2017~~2023 (unaudited) and December 31, ~~2016~~2022	6

	Condensed Consolidated Statements of Operations ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022	8

	Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~(unaudited) - Year-to-date ended ~~September~~ June 30, ~~2017~~2023 and ~~2016~~2022	9

	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~(unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4341

Item 4.	Controls and Procedures	4442

	PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4543

Item 6.5.	~~Exhibits~~Other Information	4644

Item 6.	Exhibits	44

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~September~~June 30, ~~2017~~2023 and December 31, ~~2016~~2022

(in millions, except share and per share amounts)


		September 30, 2017			December 31, 2016				June 30, 2023			December 31, 2022
		(unaudited)							unaudited
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	10,014		$	10,145			$	9,717		$	9,748
Assets held for sale			67			150
Right-of-use assets										555			556
Due from managers			116			55				87			94
Advances to and investments in affiliates			319			286				144			132
Furniture, fixtures and equipment replacement fund			183			173				213			200
Notes receivable										485			413
Other			283			225				362			459
Restricted cash			—			2
Cash and cash equivalents			789			372				802			667
Total assets		$	11,771		$	11,408			$	12,365		$	12,269

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY							LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes		$	2,777		$	2,380			$	3,117		$	3,115
Credit facility, including term loans of $996 million and $997 million, respectively			1,184			1,206
Mortgage debt and other			—			63
Credit facility, including the term loans of $997 and $998, respectively										987			994
Mortgage and other debt										106			106
Total debt			3,961			3,649				4,210			4,215
Lease liabilities										567			568
Accounts payable and accrued expenses			250			278				209			372
Due to managers										67			67
Other			295			283				167			168
Total liabilities			4,506			4,210				5,220			5,390

Non-controlling interests - Host Hotels & Resorts, L.P.			157			165
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.										168			164

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 738.9 million shares and 737.8 million shares issued and outstanding, respectively			7			7
Common stock, par value $.01, 1,050 million shares authorized, 711.4 million shares and 713.4 million shares issued and outstanding, respectively										7			7
Additional paid-in capital			8,103			8,077				7,671			7,717
Accumulated other comprehensive loss			(57	)		(83	)			(70	)		(75	)
Deficit			(974	)		(1,007	)			(636	)		(939	)
Total equity of Host Hotels & Resorts, Inc. stockholders			7,079			6,994				6,972			6,710
Non-controlling interests—other consolidated partnerships			29			39
Non-redeemable non-controlling interests—other consolidated partnerships										5			5
Total equity			7,108			7,033				6,977			6,715
Total liabilities, non-controlling interests and equity		$	11,771		$	11,408			$	12,365		$	12,269

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited, in millions, except per share amounts)


	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2023			2022			2023			2022
REVENUES
Rooms	$	860		$	879		$	2,643		$	2,655		$	850		$	850		$	1,670		$	1,505
Food and beverage		314			336			1,152			1,183			415			405			846			702
Other		80			80			248			255			128			126			258			248
Total revenues		1,254			1,295			4,043			4,093			1,393			1,381			2,774			2,455
EXPENSES
Rooms		227			225			676			674			201			189			394			349
Food and beverage		242			257			794			830			263			245			532			445
Other departmental and support expenses		309			321			952			981			323			300			638			573
Management fees		53			54			178			177			69			62			134			102
Other property-level expenses		97			96			294			289			93			78			184			162
Depreciation and amortization		176			182			534			541			168			162			337			334
Corporate and other expenses		24			28			79			82			30			25			61			48
Gain on insurance and business interruption settlements		(1	)		(12	)		(6	)		(15	)		(3	)		(7	)		(3	)		(7	)
Total operating costs and expenses		1,127			1,151			3,501			3,559			1,144			1,054			2,277			2,006
OPERATING PROFIT		127			144			542			534			249			327			497			449
Interest income		2			—			4			2			20			6			34			7
Interest expense		(43	)		(38	)		(125	)		(116	)		(45	)		(37	)		(94	)		(73	)
Gain on sale of assets		59			14			105			245
Gain (loss) on foreign currency transactions and derivatives		(2	)		(1	)		(4	)		1
Other gains														—			1			69			14
Equity in earnings of affiliates		4			8			19			19			4			2			11			4
INCOME BEFORE INCOME TAXES		147			127			541			685			228			299			517			401
Provision for income taxes		(42	)		(19	)		(63	)		(42	)		(14	)		(39	)		(12	)		(23	)
NET INCOME		105			108			478			643			214			260			505			378
Less: Net income attributable to non-controlling interests		(1	)		(1	)		(6	)		(7	)		(4	)		(4	)		(8	)		(6	)
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	104		$	107		$	472		$	636		$	210		$	256		$	497		$	372
Basic earnings per common share	$	.14		$	.14		$	.64		$	.85		$	0.30		$	0.36		$	0.70		$	0.52
Diluted earnings per common share	$	.14		$	.14		$	.64		$	.85		$	0.29		$	0.36		$	0.70		$	0.52

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited, in millions)


	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2023			2022			2023			2022
NET INCOME	$	105		$	108		$	478		$	643		$	214		$	260		$	505		$	378
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		11			(1	)		26			13			4			(6	)		6			1
Change in fair value of derivative instruments		(4	)		—			(14	)		(2	)		(1	)		1			(1	)		1
Amounts reclassified from other comprehensive income (loss)		13			(7	)		14			17
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		20			(8	)		26			28			3			(5	)		5			2
COMPREHENSIVE INCOME		125			100			504			671			217			255			510			380
Less: Comprehensive income attributable to non-controlling interests		(1	)		(1	)		(7	)		(7	)		(4	)		(4	)		(8	)		(6	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	124		$	99		$	497		$	664		$	213		$	251		$	502		$	374

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited, in millions)


	Year-to-date ended September 30,						Year-to-date ended June 30,
	2017			2016			2023			2022
OPERATING ACTIVITIES
Net income	$	478		$	643		$	505		$	378
Adjustments to reconcile to cash provided by operations:
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		534			541			337			334
Amortization of finance costs, discounts and premiums, net		5			4			5			5
Loss on extinguishment of debt								4			—
Stock compensation expense		8			8			13			10
Deferred income taxes		37			29
Gain on sale of assets		(105	)		(245	)
(Gain) loss on foreign currency transactions and derivatives		4			(1	)
Other gains								(69	)		(14	)
Gain on property insurance settlement		(1	)		(1	)		—			(6	)
Equity in earnings of affiliates		(19	)		(19	)		(11	)		(4	)
Change in due from managers		(60	)		(63	)
Change in due from/to managers								3			(53	)
Distributions from investments in affiliates		14			20			18			20
Property insurance proceeds - remediation costs								83			—
Changes in other assets		(17	)		(1	)		16			43
Changes in other liabilities		(14	)		—			(84	)		(5	)
Cash provided by operating activities		864			915
Net cash provided by operating activities								820			708

INVESTING ACTIVITIES
Proceeds from sales of assets, net		472			464			34			217
Return of investments in affiliates		4			23
Advances to and investments in affiliates		(1	)		(4	)		(20	)		(44	)
Acquisitions		(467	)		(54	)
Capital expenditures:
Renewals and replacements		(155	)		(222	)		(226	)		(78	)
Redevelopment and acquisition-related investments		(53	)		(192	)
Cash provided by (used in) investing activities		(200	)		15
Return on investment								(97	)		(162	)
Property insurance proceeds								34			7
Net cash used in investing activities								(275	)		(60	)

FINANCING ACTIVITIES
Financing costs		(9	)		—			(10	)		—
Issuances of debt		398			—
Draws on credit facility		340			598
Repayment of credit facility		(379	)		(590	)		—			(683	)
Mortgage debt and other prepayments and scheduled maturities		(69	)		(137	)		(1	)		(1	)
Common stock repurchase		—			(206	)
Debt extinguishment costs								(3	)		—
Common stock repurchases								(50	)		—
Dividends on common stock		(480	)		(448	)		(313	)		(21	)
Distributions and payments to non-controlling interests		(47	)		(6	)		(6	)		—
Other financing activities		2			—			(13	)		(10	)
Cash used in financing activities		(244	)		(789	)
Net cash used in financing activities								(396	)		(715	)
Effects of exchange rate changes on cash held		5			6			2			(1	)
INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		425			147
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH								151			(68	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		547			377			874			953
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	972		$	524		$	1,025		$	885

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited)

Supplemental disclosure of cash flow information (in millions):

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


	September 30, 2017		September 30, 2016		June 30, 2023		June 30, 2022
Cash and cash equivalents	$	789	$	340	$	802	$	699
Restricted cash		—		2
Restricted cash (included in other assets)						10		7
Cash included in furniture, fixtures and equipment replacement fund		183		182		213		179
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	972	$	524	$	1,025	$	885

The following table presents cash paid ~~during the year-to-date~~(received) for the following:


	Year-to-date ended June 30,
	2023		2022
Total interest paid	$	90	$	69
Income taxes paid (refunds received)	$	2	$	(7	)

Year-to-date ended September 30,

2017

2016

Total interest paid

$
108

$
105

Income taxes paid

$
38

$
14

Supplemental schedule of noncash investing and financing activities:

In connection with the sales of The Camby, Autograph Collection in March 2023, the Sheraton Boston Hotel in February 2022, and the Sheraton New York Times Square Hotel in April 2022, we issued loans to the buyers for $72 million, $163 million, and $250 million, respectively. The proceeds received from the sales are net of the loans.

On January 20, 2022, we entered into definitive agreements with Noble Investment Group, LLC, and certain other entities and persons related to Noble Investment Group, LLC, pursuant to which we made an investment in a joint venture with Noble Investment Group. In connection with the investment, Host Hotels & Resorts, L.P. issued approximately 3.2 million OP units valued at approximately $56 million.

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~September~~June 30, ~~2017~~2023 and December 31, ~~2016~~2022

(in millions)


		September 30, 2017			December 31, 2016				June 30, 2023			December 31, 2022
		(unaudited)							unaudited
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	10,014		$	10,145			$	9,717		$	9,748
Assets held for sale			67			150
Right-of-use assets										555			556
Due from managers			116			55				87			94
Advances to and investments in affiliates			319			286				144			132
Furniture, fixtures and equipment replacement fund			183			173				213			200
Notes receivable										485			413
Other			283			225				362			459
Restricted cash			—			2
Cash and cash equivalents			789			372				802			667
Total assets		$	11,771		$	11,408			$	12,365		$	12,269

LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL	LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL							LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL
Debt
Senior notes		$	2,777		$	2,380			$	3,117		$	3,115
Credit facility, including term loans of $996 million and $997 million, respectively			1,184			1,206
Mortgage debt and other			—			63
Credit facility, including the term loans of $997 and $998, respectively										987			994
Mortgage and other debt										106			106
Total debt			3,961			3,649				4,210			4,215
Lease liabilities										567			568
Accounts payable and accrued expenses			250			278				209			372
Due to managers										67			67
Other			295			283				167			168
Total liabilities			4,506			4,210				5,220			5,390

Limited partnership interests of third parties			157			165				168			164

Host Hotels & Resorts, L.P. capital:
General partner			1			1				1			1
Limited partner			7,135			7,076				7,041			6,784
Accumulated other comprehensive loss			(57	)		(83	)			(70	)		(75	)
Total Host Hotels & Resorts, L.P. capital			7,079			6,994				6,972			6,710
Non-controlling interests—consolidated partnerships			29			39				5			5
Total capital			7,108			7,033				6,977			6,715
Total liabilities, limited partnership interest of third parties and capital		$	11,771		$	11,408
Total liabilities, limited partnership interests of third parties and capital									$	12,365		$	12,269

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited, in millions, except per unit amounts)


	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2023			2022			2023			2022
REVENUES
Rooms	$	860		$	879		$	2,643		$	2,655		$	850		$	850		$	1,670		$	1,505
Food and beverage		314			336			1,152			1,183			415			405			846			702
Other		80			80			248			255			128			126			258			248
Total revenues		1,254			1,295			4,043			4,093			1,393			1,381			2,774			2,455
EXPENSES
Rooms		227			225			676			674			201			189			394			349
Food and beverage		242			257			794			830			263			245			532			445
Other departmental and support expenses		309			321			952			981			323			300			638			573
Management fees		53			54			178			177			69			62			134			102
Other property-level expenses		97			96			294			289			93			78			184			162
Depreciation and amortization		176			182			534			541			168			162			337			334
Corporate and other expenses		24			28			79			82			30			25			61			48
Gain on insurance and business interruption settlements		(1	)		(12	)		(6	)		(15	)		(3	)		(7	)		(3	)		(7	)
Total operating costs and expenses		1,127			1,151			3,501			3,559			1,144			1,054			2,277			2,006
OPERATING PROFIT		127			144			542			534			249			327			497			449
Interest income		2			—			4			2			20			6			34			7
Interest expense		(43	)		(38	)		(125	)		(116	)		(45	)		(37	)		(94	)		(73	)
Gain on sale of assets		59			14			105			245
Gain (loss) on foreign currency transactions and derivatives		(2	)		(1	)		(4	)		1
Other gains														—			1			69			14
Equity in earnings of affiliates		4			8			19			19			4			2			11			4
INCOME BEFORE INCOME TAXES		147			127			541			685			228			299			517			401
Provision for income taxes		(42	)		(19	)		(63	)		(42	)		(14	)		(39	)		(12	)		(23	)
NET INCOME		105			108			478			643			214			260			505			378
Less: Net loss attributable to non-controlling interests		1			—			—			1
Less: Net (income) loss attributable to non-controlling interests														(1	)		1			(1	)		—
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.	$	106		$	108		$	478		$	644		$	213		$	261		$	504		$	378
Basic earnings per common unit	$	.14		$	.15		$	.65		$	.87		$	0.30		$	0.37		$	0.71		$	0.53
Diluted earnings per common unit	$	.14		$	.15		$	.65		$	.87		$	0.30		$	0.37		$	0.71		$	0.53

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited, in millions)


	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2023			2022			2023			2022
NET INCOME	$	105		$	108		$	478		$	643		$	214		$	260		$	505		$	378
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		11			(1	)		26			13			4			(6	)		6			1
Change in fair value of derivative instruments		(4	)		—			(14	)		(2	)		(1	)		1			(1	)		1
Amounts reclassified from other comprehensive income (loss)		13			(7	)		14			17
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		20			(8	)		26			28			3			(5	)		5			2
COMPREHENSIVE INCOME		125			100			504			671			217			255			510			380
Less: Comprehensive (income) loss attributable to non- controlling interests		1			—			(1	)		1
Less: Comprehensive (income) loss attributable to non-controlling interests														(1	)		1			(1	)		—
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.	$	126		$	100		$	503		$	672		$	216		$	256		$	509		$	380

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited, in millions)


	Year-to-date ended September 30,						Year-to-date ended June 30,
	2017			2016			2023			2022
OPERATING ACTIVITIES
Net income	$	478		$	643		$	505		$	378
Adjustments to reconcile to cash provided by operations:
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		534			541			337			334
Amortization of finance costs, discounts and premiums, net		5			4			5			5
Loss on extinguishment of debt								4			—
Stock compensation expense		8			8			13			10
Deferred income taxes		37			29
Gain on sale of assets		(105	)		(245	)
(Gain) loss on foreign currency transactions and derivatives		4			(1	)
Other gains								(69	)		(14	)
Gain on property insurance settlement		(1	)		(1	)		—			(6	)
Equity in earnings of affiliates		(19	)		(19	)		(11	)		(4	)
Change in due from managers		(60	)		(63	)
Change in due from/to managers								3			(53	)
Distributions from investments in affiliates		14			20			18			20
Property insurance proceeds - remediation costs								83			—
Changes in other assets		(17	)		(1	)		16			43
Changes in other liabilities		(14	)		—			(84	)		(5	)
Cash provided by operating activities		864			915
Net cash provided by operating activities								820			708

INVESTING ACTIVITIES
Proceeds from sales of assets, net		472			464			34			217
Return of investments in affiliates		4			23
Advances to and investments in affiliates		(1	)		(4	)		(20	)		(44	)
Acquisitions		(467	)		(54	)
Capital expenditures:
Renewals and replacements		(155	)		(222	)		(226	)		(78	)
Redevelopment and acquisition-related investments		(53	)		(192	)
Cash provided by (used in) investing activities		(200	)		15
Return on investment								(97	)		(162	)
Property insurance proceeds								34			7
Net cash used in investing activities								(275	)		(60	)

FINANCING ACTIVITIES
Financing costs		(9	)		—			(10	)		—
Issuances of debt		398			—
Draws on credit facility		340			598
Repayment of credit facility		(379	)		(590	)		—			(683	)
Mortgage debt and other prepayments and scheduled maturities		(69	)		(137	)		(1	)		(1	)
Debt extinguishment costs								(3	)		—
Repurchase of common OP units		—			(206	)		(50	)		—
Distributions on common OP units		(486	)		(453	)		(318	)		(21	)
Distributions and payments to non-controlling interests		(41	)		(1	)		(1	)		—
Other financing activities		2			—			(13	)		(10	)
Cash used in financing activities		(244	)		(789	)
Net cash used in financing activities								(396	)		(715	)
Effects of exchange rate changes on cash held		5			6			2			(1	)
INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		425			147
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH								151			(68	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		547			377			874			953
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	972		$	524		$	1,025		$	885

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

(unaudited)

Supplemental disclosure of cash flow information (in millions):

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


	September 30, 2017		September 30, 2016		June 30, 2023		June 30, 2022
Cash and cash equivalents	$	789	$	340	$	802	$	699
Restricted cash		—		2
Restricted cash (included in other assets)						10		7
Cash included in furniture, fixtures and equipment replacement fund		183		182		213		179
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	972	$	524	$	1,025	$	885

The following table presents cash paid ~~during the year-to-date~~(received) for the following:


	Year-to-date ended June 30,
	2023		2022
Total interest paid	$	90	$	69
Income taxes paid (refunds received)	$	2	$	(7	)

Year-to-date ended September 30,

2017

2016

Total interest paid

$
108

$
105

Income taxes paid

$
38

$
14

Supplemental schedule of noncash investing and financing activities:

See notes to condensed consolidated financial statements.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~(Unaudited)~~


1.	Organization

Description of Business

Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”), with its operations conducted solely through Host Hotels & Resorts, L.P. and its subsidiaries. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to these unaudited condensed consolidated financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” specifically to refer to Host Hotels & Resorts, Inc., and the term “Host L.P.” specifically to refer to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. As of ~~September~~June 30, ~~2017,~~2023, Host Inc. holds approximately ~~99%~~99% of Host L.P.’s ~~OP units.~~partnership interests.

Consolidated Portfolio

As of ~~September~~June 30, ~~2017,~~2023, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:


	~~Hotels~~	Hotels
United States		88	72
Brazil		3	3
Canada		2	2
~~Mexico~~Total		1
~~Total~~77		94

~~Joint Ventures~~

We own a non-controlling interest in a joint venture in Europe (“Euro JV”) that owns hotels in two separate funds in seven countries. 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”) (7 hotels).

~~We also own non-controlling interests in an additional six joint ventures that own eight hotels.~~

~~Omg~~


2.	Summary of Significant Accounting Policies

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10–K for the year ended December 31, ~~2016.~~2022.

The preparation of financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of ~~September~~June 30, ~~2017,~~2023, and the results of our operations for the quarter and year-to-date periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, and cash flows for the year-to-date periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively. Interim results are not necessarily indicative of full year performance because of the ~~impact~~effect of seasonal variations.

~~Three~~Four of ~~our~~the partnerships in which we own an interest are considered variable interest entities ~~(VIEs)~~("VIEs"), as the general partner of these partnerships maintains control over the decisions that most significantly impact ~~the~~such partnerships. ~~This includes~~These VIEs include the operating partnership, Host L.P.,

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

which is consolidated by Host Inc., of which Host Inc. is the sole general partner and holds approximately ~~99%~~99% of ~~its partnership~~the limited partner interests; the consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental; and ~~the~~two unconsolidated ~~partnership~~partnerships that ~~owns the Philadelphia Marriott Downtown.~~own hotel properties, of which we hold limited partner interests ranging from 11% - 19%. Host Inc.’s sole significant asset is its investment in Host L.P. and, consequently, substantially all of Host Inc.’s assets and liabilities ~~consist~~consists of the assets and liabilities of Host L.P. All of Host Inc.’s debt is an obligation of Host L.P. and may be settled only with assets of Host L.P.

~~Reclassifications~~

~~Certain prior year financial statement amounts have been reclassified to conform with the current year presentation.~~

~~New Accounting Standards~~

~~In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815)~~: Targeted Improvements to Accounting for Hedging Activities, which is intended to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The standard is effective for annual periods beginning after December 15, 2018, with early adoption permitted. We are evaluating its impact on our consolidated financial statements and the disclosure requirements.

~~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 of the fair value of the gross assets acquired is concentrated in a single (group of similar) identifiable asset(s), then the transaction would be considered an asset purchase. As a result of the standard, we anticipate that the majority of our hotel purchases will be considered asset purchases as opposed to business combinations. We do not expect the determination to materially change the recognition of the assets and liabilities acquired. This standard will be applied on a prospective basis and is effective for annual periods beginning after December 15, 2017, with early adoption permitted.

~~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 statement of cash flows. We have restated the statement of cash flows for the year-to-date period ended September 30, 2016 to reflect this change. The adoption of this standard did not change our consolidated balance sheet presentation.

~~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. We adopted this standard beginning January 1, 2017. As a result of the standard, the majority of our 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 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 has 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 non-financial 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 asset sale transactions pursuant to which we have continuing involvement with the asset. We will adopt this standard on January 1, 2018 and are evaluating new disclosure requirements. Upon adoption, we expect to

1211

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~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 this standard, all leases, including operating leases, will require recognition of the lease assets and lease liabilities by lessees on the balance sheet. However, the net 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. 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 25 ground leases, which represent approximately 85% of our annual operating lease payments. While we have not completed our analysis, we believe that 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 analysis. We expect the adoption of this standard to have minimal impact on our income statement.


3.	Earnings Per Common Share (Unit)

Basic earnings (loss) per common share (unit) is computed by dividing net income (loss) attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding. Diluted earnings (loss) per common share (unit) is computed by dividing net income (loss) attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans or the Host L.P. common OP units distributed to Host Inc. to support such granted shares, ~~granted,~~ and other non-controlling interests that have the option to convert their limited ~~partnership~~partner interests to Host L.P. common OP units. No effect is shown for any securities that are anti-dilutive. We have ~~8.3~~9.8 million Host L.P. common OP units, which are convertible into ~~8.5~~10.0 million Host Inc. common shares, ~~which~~that are not included in Host Inc.’s calculation of earnings (loss) per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):

Quarter ended
September 30,

Year-to-date ended September 30,

2017

2016

2017

2016

Net income

$
105

$
108

$
478

$
643

Less: Net income attributable to non-controlling
     interests

(1
)

(1
)

(6
)

(7
)
Net income attributable to Host Inc.

$
104

$
107

$
472

$
636

Basic weighted average shares outstanding

738.8

740.6

738.5

744.8

Assuming distribution of common shares granted
     under the comprehensive stock plans, less
     shares assumed purchased at market

0.2

0.5

0.2

0.4

Diluted weighted average shares outstanding

739.0

741.1

738.7

745.2

Basic earnings per common share

$
.14

$
.14

$
.64

$
.85

Diluted earnings per common share

$
.14

$
.14

$
.64

$
.85


	Quarter ended June 30,						Year-to-date ended June 30,
	2023			2022			2023			2022
Net income	$	214		$	260		$	505		$	378
Less: Net income attributable to non-controlling interests		(4	)		(4	)		(8	)		(6	)
Net income attributable to Host Inc.	$	210		$	256		$	497		$	372

Basic weighted average shares outstanding		711.3			714.8			712.3			714.6
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market		1.9			2.2			1.9			2.2
Diluted weighted average shares outstanding		713.2			717.0			714.2			716.8
Basic earnings per common share	$	0.30		$	0.36		$	0.70		$	0.52
Diluted earnings per common share	$	0.29		$	0.36		$	0.70		$	0.52

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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


	Quarter ended September 30,				Year-to-date ended September 30,				Quarter ended June 30,					Year-to-date ended June 30,
	2017		2016		2017		2016		2023			2022		2023			2022
Net income	$	105	$	108	$	478	$	643	$	214		$	260	$	505		$	378
Less: Net loss attributable to non-controlling interests		1		—		—		1
Less: Net (income) loss attributable to non-controlling interests										(1	)		1		(1	)		—
Net income attributable to Host L.P.	$	106	$	108	$	478	$	644	$	213		$	261	$	504		$	378

Basic weighted average units outstanding		731.6		733.8		731.4		738.1		706.3			710.0		707.3			709.5
Assuming distribution of common units to support shares granted under the comprehensive stock plans, less shares assumed purchased at market		0.2		0.5		0.2		0.4
Assuming distribution of common units granted under the comprehensive stock plans, less units assumed purchased at market										1.8			2.2		1.8			2.1
Diluted weighted average units outstanding		731.8		734.3		731.6		738.5		708.1			712.2		709.1			711.6

Basic earnings per common unit	$	.14	$	.15	$	.65	$	.87	$	0.30		$	0.37	$	0.71		$	0.53
Diluted earnings per common unit	$	.14	$	.15	$	.65	$	.87	$	0.30		$	0.37	$	0.71		$	0.53


4.	~~Property and Equipment~~Revenue

~~Property~~Substantially all our operating results represent revenues and ~~equipment consists of~~expenses generated by property-level operations. Payments are due from customers when services are provided to them. Due to the ~~following (in millions):~~

September 30, 2017

December 31, 2016

Land and land improvements

$
2,072

$
2,047

Buildings and leasehold improvements

13,658

13,483

Furniture and equipment

2,362

2,377

Construction in progress

94

86

18,186

17,993

Less accumulated depreciation and amortization

(8,172
)

(7,848
)

$
10,014

$
10,145

~~Debt~~

~~Credit Facility.~~ ~~During the quarter, we repaid A$50 million ($39 million) under the revolver portion~~short-term nature of our ~~credit facility. As~~contracts and the almost concurrent receipt of ~~September 30, 2017,~~payment, we ~~had $807 million~~have no material unearned revenue at quarter end. We collect sales, use, occupancy and similar taxes from our customers, which we present on a net basis (excluded from revenues) on our statements of ~~available capacity under the revolver portion of our credit facility.~~operations.

~~Mortgage Debt. In connection with the sale of the Hilton Melbourne South Wharf hotel, we repaid the A$86 million ($69 million) mortgage loan secured by the property.~~

1412

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Disaggregation of Revenues. While we do not consider the following disclosure of hotel revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 8 – Geographic Information.

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


	Quarter ended June 30,				Year-to-date ended June 30,
Location	2023		2022		2023		2022
Orlando	$	121	$	129	$	262	$	237
San Diego		130		118		255		205
Maui/Oahu		124		126		250		242
Phoenix		92		101		221		212
San Francisco/San Jose		88		90		188		142
Washington, D.C. (Central Business District)		102		92		178		130
Florida Gulf Coast		71		100		167		231
New York		96		93		166		143
Miami		63		69		146		152
Houston		36		31		73		57
Boston		42		30		71		48
Jacksonville		39		39		70		68
Los Angeles/Orange County		34		35		68		60
San Antonio		30		29		66		56
Chicago		43		39		62		53
New Orleans		29		29		58		49
Austin		23		26		48		46
Seattle		29		27		47		37
Northern Virginia		24		23		43		35
Philadelphia		25		23		42		36
Denver		23		24		37		36
Atlanta		17		17		35		30
Other		86		72		176		123
Domestic		1,367		1,362		2,729		2,428
International		26		19		45		27
Total	$	1,393	$	1,381	$	2,774	$	2,455


5.	Property and Equipment

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


	June 30, 2023			December 31, 2022
Land and land improvements	$	2,012		$	2,020
Buildings and leasehold improvements		13,919			13,849
Furniture and equipment		2,247			2,249
Construction in progress		403			313
		18,581			18,431
Less accumulated depreciation and amortization		(8,864	)		(8,683	)
	$	9,717		$	9,748

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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

~~Equity~~The components of the equity of Host Inc. ~~is allocated between controlling and non-controlling interests~~are as follows (in millions):

	Equity of Host Inc.			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, December 31, 2016	$	6,994		$	39		$	7,033		$	165
													Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, December 31, 2022													$	7	$	7,717		$	(75	)	$	(939	)	$	5		$	6,715		$	164
Net income		472			—			472			6			—		—			—			497			1			498			7
Issuance of common stock for comprehensive stock plans		17			—			17			—
Issuance of common stock for comprehensive stock plans, net														—		4			—			—			—			4			—
Repurchase of common stock														—		(50	)		—			—			—			(50	)		—
Dividends declared on common stock		(443	)		—			(443	)		—			—		—			—			(194	)		—			(194	)		—
Distributions to non-controlling interests		—			(14	)		(14	)		(5	)		—		—			—			—			(1	)		(1	)		(3	)
Changes in ownership and other		14			3			17			(9	)
Other comprehensive income		25			1			26			—			—		—			5			—			—			5			—
Balance, September 30, 2017	$	7,079		$	29		$	7,108		$	157
Balance, June 30, 2023													$	7	$	7,671		$	(70	)	$	(636	)	$	5		$	6,977		$	168


	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, March 31, 2023	$	7	$	7,663	$	(73	)	$	(739	)	$	5		$	6,863		$	167
Net income		—		—		—			210			1			211			3
Issuance of common stock for comprehensive stock plans, net		—		8		—			—			—			8			—
Dividends declared on common stock		—		—		—			(107	)		—			(107	)		—
Distributions to non-controlling interests		—		—		—			—			(1	)		(1	)		(2	)
Other comprehensive income		—		—		3			—			—			3			—
Balance, June 30, 2023	$	7	$	7,671	$	(70	)	$	(636	)	$	5		$	6,977		$	168

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests		Total equity			Redeemable, non-controlling interests
Balance, December 31, 2021	$	7	$	7,702	$	(76	)	$	(1,192	)	$	5	$	6,446		$	126
Net income		—		—		—			372			—		372			6
Issuance of common stock for comprehensive stock plans, net		—		3		—			—			—		3			—
Dividends declared on common stock		—		—		—			(65	)		—		(65	)		—
Issuance of common OP units		—		—		—			—			—		—			56
Distributions to non-controlling interests		—		—		—			—			—		—			(1	)
Changes in ownership and other		—		24		—			—			—		24			(24	)
Other comprehensive income		—		—		2			—			—		2			—
Balance, June 30, 2022	$	7	$	7,729	$	(74	)	$	(885	)	$	5	$	6,782		$	163


	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, March 31, 2022	$	7	$	7,680	$	(69	)	$	(1,098	)	$	5		$	6,525		$	203
Net income (loss)		—		—		—			256			(1	)		255			5
Issuance of common stock for comprehensive stock plans, net		—		12		—			—			—			12			—
Dividends declared on common stock		—		—		—			(43	)		—			(43	)		—
Distributions to non-controlling interests		—		—		—			—			—			—			(1	)
Changes in ownership and other		—		37		—			—			1			38			(44	)
Other comprehensive loss		—		—		(5	)		—			—			(5	)		—
Balance, June 30, 2022	$	7	$	7,729	$	(74	)	$	(885	)	$	5		$	6,782		$	163

Capital of Host L.P.

As of ~~September~~June 30, ~~2017,~~2023, Host Inc. is the owner of approximately ~~99%~~99% of Host L.P.’s common OP units. The remaining common OP units are ~~held~~owned by ~~third party~~unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit.

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

~~Capital of Host L.P. is allocated between controlling and non-controlling interests as follows (in millions):~~

Capital of Host L.P.

Non-controlling interests

Total capital

Limited partnership interest of third parties

Balance, December 31, 2016

$
6,994

$
39

$
7,033

$
165

Net income

472

—

472

6

Issuance of common OP units to Host Inc. for
comprehensive stock plans

17

—

17

—

Distributions declared on common OP units

(443
)

—

(443
)

(5
)
Distributions to non-controlling interests

—

(14
)

(14
)

—

Changes in ownership and other

14

3

17

(9
)
Other comprehensive income

25

1

26

—

Balance, September 30, 2017

$
7,079

$
29

$
7,108

$
157

~~Dividends/Distributions~~

On September 18, 2017, Host Inc.’s Board of Directors declared a regular quarterly cash dividend of $0.20 per share on its common stock. The dividend was paid on October 16, 2017 to stockholders of record as of September 29, 2017. Accordingly, Host L.P. made a distribution of $0.2042988 per unit on its common OP units based on the current conversion ratio.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, December 31, 2022	$	1	$	6,784		$	(75	)	$	5		$	6,715		$	164
Net income		—		497			—			1			498			7
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		4			—			—			4			—
Repurchase of common OP units		—		(50	)		—			—			(50	)		—
Distributions declared on common OP units		—		(194	)		—			—			(194	)		(3	)
Distributions to non-controlling interests		—		—			—			(1	)		(1	)		—
Other comprehensive income		—		—			5			—			5			—
Balance, June 30, 2023	$	1	$	7,041		$	(70	)	$	5		$	6,977		$	168


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, March 31, 2023	$	1	$	6,930		$	(73	)	$	5		$	6,863		$	167
Net income		—		210			—			1			211			3
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		8			—			—			8			—
Distributions declared on common OP units		—		(107	)		—			—			(107	)		(2	)
Distributions to non-controlling interests		—		—			—			(1	)		(1	)		—
Other comprehensive income		—		—			3			—			3			—
Balance, June 30, 2023	$	1	$	7,041		$	(70	)	$	5		$	6,977		$	168


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, December 31, 2021	$	1	$	6,516		$	(76	)	$	5	$	6,446		$	126
Net income		—		372			—			—		372			6
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		3			—			—		3			—
Distributions declared on common OP units		—		(65	)		—			—		(65	)		(1	)
Issuance of common OP units		—		—			—			—		—			56
Changes in ownership and other		—		24			—			—		24			(24	)
Other comprehensive income		—		—			2			—		2			—
Balance, June 30, 2022	$	1	$	6,850		$	(74	)	$	5	$	6,782		$	163

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, March 31, 2022	$	1	$	6,588		$	(69	)	$	5		$	6,525		$	203
Net income (loss)		—		256			—			(1	)		255			5
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		12			—			—			12			—
Distributions declared on common OP units		—		(43	)		—			—			(43	)		(1	)
Changes in ownership and other		—		37			—			1			38			(44	)
Other comprehensive loss		—		—			(5	)		—			(5	)		—
Balance, June 30, 2022	$	1	$	6,850		$	(74	)	$	5		$	6,782		$	163

Share Repurchases

During the first quarter of 2023, we repurchased 3.2 million shares at an average price of $15.65 per share, exclusive of commissions, through our common share repurchase program for a total of $50 million. There were no share repurchases in the second quarter of 2023. As of June 30, 2023, there was $923 million available for repurchase under our common share repurchase program.

Issuance of Common Stock

On May 31, 2023, we entered into a distribution agreement with 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 pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued during the first half of 2023. As of June 30, 2023, there was $600 million of remaining capacity under the agreement.

Dividends/Distributions

On June 14, 2023, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.15 per share on its common stock. The dividend was paid on July 17, 2023 to stockholders of record as of June 30, 2023. Accordingly, Host L.P. made a distribution of $0.1532241 per unit on its common OP units based on the current conversion ratio.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



7.	~~Dispositions~~

During the third quarter 2017, we sold the Hilton Melbourne South Wharf for A$230 million ($184 million) and the Sheraton Indianapolis at Keystone Crossing for $66 million, and recorded a total gain of approximately $58 million. In connection with the sale of the Hilton Melbourne South Wharf, we recorded taxes of $22 million associated with the gain on sale.

~~As of September 30, 2017, the Key Bridge Marriott has been classified as held for sale.~~

8.	Fair Value Measurements

~~Derivatives and Hedging~~

~~Foreign Investment Hedging Instruments.~~ We have three foreign currency forward sale contracts in 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 (Level 2) in the GAAP fair value hierarchy. As a result, we recorded a liability of $4 million and an asset of $12 million as of September 30, 2017 and December 31, 2016, respectively, related to these foreign currency forward sale contracts. These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss). We recorded losses of $4 million and $1 million for the quarters ended September 30, 2017 and 2016, respectively, and losses of $14 million and $3 million for the year-to-date periods ended September 30, 2017 and 2016, respectively. 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. 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 $128 million 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 $4 million and a gain of $2 million for the quarters ended September 30, 2017 and 2016, respectively, and losses of $12 million and $5 million for the year-to-date periods ended September 30, 2017 and 2016, respectively.

~~Other Liabilities~~

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

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

	September 30, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		June 30, 2023				December 31, 2022
									Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Notes receivable (Level 2)									$	485	$	483	$	413	$	404
Financial liabilities
Senior notes (Level 1)	$	2,777	$	2,952	$	2,380	$	2,477		3,117		2,815		3,115		2,768
Credit facility (Level 2)		1,184		1,193		1,206		1,211		987		1,000		994		1,000
Mortgage debt and other, excluding capital leases (Level 2)		—		—		62		62
Mortgage debt (Level 2)										101		87		102		95

Notes receivable consists of three loans issued to the buyers in connection with the sales of The Camby, Autograph Collection, the Sheraton Boston Hotel and the Sheraton New York Times Square Hotel. The loan to the buyer of the Sheraton Boston Hotel matured on August 1, 2023. We entered into a forbearance agreement with the buyer on August 1, 2023, by which we will forbear exercising our remedies until September 30, 2023. In exchange, the all-in interest rate on the loan was increased from 6.5% to 12% and the buyer made a principal paydown of 10% of the outstanding principal balance, among other consideration.


9.8.	Geographic Information

We consider each one of our hotels to be an operating segment, ~~none of which meets the threshold for a reportable segment. We also~~as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our retail spaces and office ~~buildings and apartments)~~buildings) are ~~immaterial and, with our operating segments, meet the aggregation criteria, and thus,~~immaterial. As such, we report one segment: hotel ownership. Our consolidated foreign operations

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

consist of hotels in ~~three~~two countries as of ~~September~~June 30, ~~2017.~~2023. There were no intersegment sales during the periods presented.

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


	Revenues				Revenues				Property and Equipment, net				Total Revenues								Property and Equipment, net
	Quarter ended September 30,				Year-to-date ended September 30,				September 30,		December 31,		Quarter ended June 30,				Year-to-date ended June 30,				June 30,		December 31,
	2017		2016		2017		2016		2017		2016		2023		2022		2023		2022		2023		2022
United States	$	1,225	$	1,247	$	3,947	$	3,959	$	9,864	$	9,913	$	1,367	$	1,362	$	2,729	$	2,428	$	9,645	$	9,678
Australia		2		8		18		24		—		85
Brazil		5		15		16		29		62		63		5		3		11		7		37		33
Canada		16		16		42		40		73		71		21		16		34		20		35		37
Chile		—		—		—		9		—		—
Mexico		6		6		20		21		15		13
New Zealand		—		3		—		11		—		—
Total	$	1,254	$	1,295	$	4,043	$	4,093	$	10,014	$	10,145	$	1,393	$	1,381	$	2,774	$	2,455	$	9,717	$	9,748


~~10.~~9.	Non-controlling Interests

Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the amount of the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying ~~value~~amount based on accumulated historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the common unitholders of Host L.P. The redemption value is based on the amount of cash or Host Inc. common stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. ~~Therefore,~~We have estimated that the redemption value of the common OP units is equivalent to the number of common shares ~~that would be issued~~issuable upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. ~~Non-controlling~~Redeemable non-controlling interests of Host L.P. are

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.

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

September 30, 2017

December 31, 2016

Common OP units outstanding (millions)

8.3

8.6

Market price per Host Inc. common share

$
18.49

$
18.84

Shares issuable upon conversion of one common OP unit

1.021494

1.021494

Redemption value (millions)

$
157

$
165

Historical cost (millions)

82

84

Book value (millions) ⁽¹⁾

157

165

___________

June 30, 2023

December 31, 2022

Common OP units outstanding (millions)

9.8

10.0

Market price per Host Inc. common share

$
16.83

$
16.05

Shares issuable upon conversion of one common OP unit

1.021494

1.021494

Redemption value (millions)

$
168

$
164

Historical cost (millions)

99

97

Book value (millions) ⁽¹⁾

168

164

___________

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

~~(1)~~

~~The book value recorded is equal to the greater of redemption value or historical cost.~~

Other Consolidated Partnerships. WeAs of June 30, 2023, we consolidate ~~three~~two majority-owned partnerships that have third-party, non-controlling ~~partners.~~ownership interests. The third-party ~~partnership~~limited partner interests are included in non-redeemable non-controlling interests — other consolidated partnerships on the balance sheets and totaled ~~$29 million and $39~~$5 million as of ~~September~~both June 30, ~~2017~~2023 and December 31, ~~2016, respectively~~2022.


10.	Contingencies

~~11.Contingencies~~

~~All~~While the majority of our hotels in ~~Houston and~~ Florida were affected by ~~Hurricanes Harvey and Irma in August and~~Hurricane Ian, which made landfall on September ~~2017, respectively. All four of our hotels in Houston were able to remain operational~~28, 2022, the most significant damage sustained during the ~~hurricane. In Florida, due~~storm occurred at The Ritz-Carlton, Naples and Hyatt Regency Coconut Point Resort and Spa. The Hyatt Regency Coconut Point reopened to ~~evacuation mandates~~guests in November 2022, and ~~loss~~the final phase of ~~commercial power, seven of~~reconstruction, the ~~nine properties were closed for a period of time. We~~resort's waterpark, was completed in June 2023. On July 6, 2023, The Ritz-Carlton, Naples reopened the guestrooms, suites and amenities, including the new tower expansion.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

We are still evaluating the complete property and business interruption ~~impact to our hotels. However, our current estimate~~impacts of the ~~book value~~storm. During the second quarter of ~~the~~2023, we recorded an additional $25 million of property damage and ~~equipment written off, and the related repairs and cleanup~~remediation costs, ~~is approximately $31 million and~~increasing our total estimate to $130 million. We have recorded a corresponding insurance receivable of ~~$31~~$130 million. ~~We believe our~~As of June 30, 2023, we have received $113 million of property insurance ~~coverage should be sufficient~~proceeds related to ~~cover a substantial portion of~~these claims, reducing the receivable to $17 million. Our expected potential insurance recovery is $310 million for covered costs, including the property ~~damage to the hotels~~remediation and reconstruction costs and the near-term loss of ~~business.~~business; however, there can be no assurances that this coverage will be sufficient to cover the entirety of the impact from the storm.


~~12.~~11.	Legal Proceedings

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

Based on our analysis of legal proceedings with which we ~~currently~~ are involved or of which we currently are aware and our experience in resolving similar claims in the past, we have ~~accrued approximately $4 million~~recorded immaterial accruals as of ~~September~~June 30, ~~2017~~2023 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings ~~could~~will not be ~~as much as $17 million. We believe this range represents the maximum potential loss for all our legal proceedings.~~material. We are not aware of any ~~other~~ matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

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

I~~tem 2.~~

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

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. Host Inc. operates as a self-managed and self-administered REIT. Host Inc. is the sole general partner of Host L.P. and holds approximately 99% of its partnership interests. Host L.P. is a limited partnership operating through an umbrella partnership structure. The remaining common OP units are owned by various unaffiliated limited partners.

Forward-Looking Statements

In this quarterly report on Form 10-Q, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “expect,” “may,” “intend,” “predict,” “project,” “plan,” “will,” “estimate” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•

the effect on lodging demand of (i) 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 current high level of inflation, rising interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, such as natural disasters, weather events (including Hurricane Ian in 2022), pandemics ~~changes in~~and other public health crises, such as the ~~international political climate,~~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;

•

the impact of geopolitical developments outside the United States, such as ~~the pace of the economic recovery in Europe, the effects of~~large-scale wars or international conflicts, slowing global growth, 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 ~~the relative volatility of global credit markets generally,~~ global travel and lodging demand ~~including with respect to our foreign hotel properties;~~

~~risks that the recent travel ban to~~within the United ~~States and proposed immigration policies will suppress international travel to the United States generally;~~

States;

•

volatility in global financial and credit markets, including volatility caused by recent failures of several financial institutions and ~~the impact of budget deficits and potential U.S. governmental action to address such deficits through reductions in spending and similar austerity measures,~~liquidity concerns at other financial institutions, 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;

•

pending and 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;~~

costs, and risks relating to the continued response to the COVID-19 pandemic by our hotel managers, such as increased hotel costs for cleaning protocols;

•

the effect of rating agency downgrades of our debt securities or on the cost and availability of new debt financings;

•

the reduction in our operating flexibility and the limitation on our ability to incur debt, pay dividends and make distributions resulting from restrictive covenants in our debt agreements ~~which limit the amount of distributions from Host L.P. to Host Inc.,~~ and other risks associated with the amount of our indebtedness or related to restrictive covenants in our debt agreements, including the risk that a default could occur;

•

our ability to maintain our ~~properties~~hotels in a first-class manner, including meeting capital expenditures requirements, and the effect of renovations, including temporary closures, on our hotel occupancy and financial results;

•

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

•

our ability to acquire or develop additional ~~properties~~hotels and the risk that potential acquisitions or developments may not perform in accordance with our expectations;

•

the ability to complete hotel renovations on schedule and on, or under, budget and the potential for increased costs and construction delays due to shortages of supplies as a result of supply chain disruptions;

•

relationships with property managers and joint venture partners and our ability to realize the expected benefits of our joint ventures and other strategic relationships;

•

risks associated with a single manager, Marriott International, managing a significant ~~portion~~percentage of our ~~properties;~~

hotels;

•

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

•

the growth of third-party internet and other travel intermediaries in attracting and retaining customers which compete with our hotels;

•

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

•

our ability to recover fully under our existing insurance policies for terrorist acts and natural disasters and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our ~~properties~~hotels on commercially reasonable terms;

•

the effect of a data breach or significant disruption of hotel operator information technology networks as a result of ~~cyber~~cyber- attacks;

•

the effects of tax legislative action and other changes in laws and regulations, or the interpretation thereof, including the need for compliance with new environmental and safety requirements;

•

the ability of Host Inc. and each of the REITs acquired, established or to be established by Host Inc. to continue to satisfy complex rules in order to qualify as REITs for U.S. federal income tax purposes and Host Inc.’s and Host L.P.’s ability and the ability of our subsidiaries, and similar entities to be acquired or established by us, to operate effectively within the limitations imposed by these rules; and

•

risks associated with our ability to execute our dividend policy, including factors such as investment activity, operating results and the economic outlook, any or all of which may influence the decision of our board of directors as to whether to pay future dividends at levels previously disclosed or to use available cash to pay special dividends.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 and in other filings with the Securities and Exchange Commission (“SEC”). Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material.

Operating Results and Outlook

Operating Results

The following table reflects certain line items from our unaudited condensed consolidated statements of operations and significant operating statistics (in millions, except per share and hotel statistics):


Historical Income Statement Data:
	Quarter ended June 30,									Year-to-date ended June 30,
	2023			2022			Change			2023			2022			Change
Total revenues	$	1,393		$	1,381			0.9	%	$	2,774		$	2,455			13.0	%
Net income		214			260			(17.7	)%		505			378			33.6	%
Operating profit		249			327			(23.9	)%		497			449			10.7	%
Operating profit margin under GAAP		17.9	%		23.7	%		(580 bps)			17.9	%		18.3	%		(40 bps)
EBITDAre⁽¹⁾	$	446		$	506			(11.9	)%	$	890		$	812			9.6	%
Adjusted EBITDAre⁽¹⁾		446			500			(10.8	)%		890			806			10.4	%
Diluted earnings per common share		0.29			0.36			(19.4	)%		0.70			0.52			34.6	%
NAREIT FFO per diluted share⁽¹⁾		0.53			0.58			(8.6	)%		1.07			0.97			10.3	%
Adjusted FFO per diluted share⁽¹⁾		0.53			0.58			(8.6	)%		1.08			0.97			11.3	%


Comparable Hotel Data:
	Quarter ended June 30,									Year-to-date ended June 30,
	2023			2022			Change			2023			2022			Change
Comparable hotel revenues ⁽¹⁾	$	1,375		$	1,324			3.9	%	$	2,728		$	2,334			16.9	%
Comparable hotel EBITDA ⁽¹⁾		449			490			(8.4	)%		888			795			11.7	%
Comparable hotel EBITDA margin ⁽¹⁾		32.7	%		37.1	%		(440 bps)			32.6	%		34.1	%		(150 bps)
Comparable hotel Total RevPAR ⁽¹⁾	$	367.54		$	353.95			3.8	%	$	366.74		$	313.73			16.9	%
Comparable hotel RevPAR ⁽¹⁾		225.12			219.23			2.7	%		221.46			192.82			14.9	%

___________

Historical Income Statement Data:

Quarter ended September 30,

Year-to-date ended September 30,

2017

2016

Change

2017

2016

Change

Total revenues

$
1,254

$
1,295

(3.2
)%

$
4,043

$
4,093

(1.2
)%
Net income

105

108

(2.8
)%

478

643

(25.7
)%
Operating profit

127

144

(11.8
)%

542

534

1.5
%
Operating profit margin under GAAP

10.1
%

11.1
%

(100
bps)

13.4
%

13.0
%

40
bps
Adjusted EBITDA ⁽¹⁾

$
317

$
342

(7.3
)%

$
1,128

$
1,123

0.4
%

Diluted earnings per share

0.14

0.14

—

0.64

0.85

(24.7
)%
NAREIT FFO and Adjusted FFO per
     diluted share ⁽¹⁾

0.33

0.37

(10.8
)%

1.27

1.28

(0.8
)%

Comparable Hotel Data:

2017 Comparable Hotels ⁽²⁾

Quarter ended September 30,

Year-to-date ended September 30,

2017

2016

Change

2017

2016

Change

Comparable hotel revenues ⁽¹⁾

$
1,136

$
1,166

(2.6
)%

$
3,621

$
3,616

0.1
%
Comparable hotel EBITDA ⁽¹⁾

296

313

(5.3
)%

1,015

1,010

0.5
%
Comparable hotel EBITDA margin ⁽¹⁾

26.1
%

26.85
%

(75
bps)

28.0
%

27.9
%

10
bps
Change in comparable hotel RevPAR -
     Constant US$

(1.8
)%

1.0
%

Change in comparable hotel RevPAR -
     Nominal US$

(1.7
)%

1.1
%

Change in comparable domestic RevPAR

(0.7
)%

1.6
%

Change in comparable international
      RevPAR - Constant US$

(31.0
)%

(17.6
)%

___________

(1)

~~(1)~~

EBITDAre,Adjusted EBITDAre, NAREIT ~~FFO and Adjusted~~ FFO per diluted share and comparable hotel operating results (including comparable hotel revenues and comparable hotel EBITDA and margins) are non-GAAP (U.S. generally accepted accounting principles) financial measures within the meaning of the rules of the SEC. See “Non-GAAP Financial Measures” for more information on these measures, including why we believe that these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures.

~~(2)~~

~~Comparable hotel operating statistics for 2017 and 2016 are based on 87 hotels as of September 30, 2017.~~

The third quarter was negatively affected by weakness in group revenue due to the shift of the Jewish holidays into the quarter and significant declines at our Brazil properties in comparison to the results during the Olympics in 2016. In addition to the anticipated weakness due to the difficult quarter-over-quarter comparisons, 13 properties were affected by Hurricanes Harvey and Irma in August and September 2017, respectively, which negatively affected total revenues by approximately $12 million this quarter, with approximately 65% of the revenue lost coming from a decline in food and beverage revenues. These factors led to decreased RevPAR for the quarter, as well as a reduction in F&B revenues and profits, as both the decline in group revenue, and the shift in the mix of business due to the hurricanes, led to a reduction in F&B banquet and outlet business overall.

~~Revenue per Available Room (“RevPAR”)~~

Comparable RevPAR on a constant US$ basis decreased 1.8% for the third quarter, due to a 30 basis point decrease in occupancy and a 1.5% decrease in average room rate. Year-to-date, comparable RevPAR on a constant US$ basis improved 1.0% as a result of a 40 basis point increase in occupancy and a 0.6% increase in average room rate. Comparable RevPAR for the quarter was negatively impacted 110 basis points as a result of difficult year-over-year comparisons in Brazil (discussed below). Results were

mixed across our remaining portfolio for the quarter, as declines in our Florida, Atlanta and Chicago markets were partially offset by strong performances in our Phoenix, Seattle, and San Francisco markets. In addition to the negative effect of the holiday shift in the third quarter of 2017, the disruption in business from the hurricanes are estimated to have reduced Comparable RevPAR by approximately 45 basis points for the third quarter based on pre-hurricane forecasts.

On a constant US$ basis, RevPAR at our comparable international properties decreased 31.0% for the third quarter and 17.6% year-to-date. The decline was 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.

~~Operating profit~~

Operating profit margins (calculated based on GAAP operating profit as a percentage of GAAP revenues) decreased 100 basis points, to 10.1%, for the third quarter and increased 40 basis points, to 13.4%, year-to-date. These operating profit margins are affected significantly by several items, including dispositions, depreciation and corporate expenses. Our comparable hotel EBITDA margins, which exclude these items, decreased 75 basis points, to 26.1%, for the third quarter and increased 10 basis points, to 28.0%, year-to-date. For the quarter, approximately 85% of the decline was due to the performance of the properties in Brazil and the effects of the hurricanes described above. Year-to-date, we continue to see labor productivity improvements at certain of our properties, which are reflective of the time and motion studies we have initiated at some of our largest hotels over the past two years and continue to implement at our medium and smaller-sized hotels. These studies have resulted in hotel managers establishing more accurate labor model standards and improved and expanded forecasting tools, which allow them to more effectively schedule labor based on demand and to minimize excess staffing, thereby reducing costs.

~~Net income, Adjusted EBITDA~~ and Adjusted FFO per ~~Diluted Share~~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 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 June 30, 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.

Operations

~~Net income~~Total revenues increased $12 million, or 0.9%, and $319 million, or 13.0%, as compared to the second quarter of 2022 and year-to-date 2022, respectively, driven by improvements in group business and continued strength in rates for the portfolio overall, despite some moderation at our resort properties. In the second quarter, ~~decreased $3 million~~the growth was offset by moderating transient demand in the San Francisco and Seattle markets and resort hotels, as well as elevated outbound travel without a corresponding increase in international inbound travel. Comparable hotel RevPAR and comparable hotel Total RevPAR for the second quarter increased 2.7% and 3.8%, respectively, compared to the second quarter of 2022, primarily due to rate growth. Year-to-date, comparable hotel RevPAR and comparable hotel Total RevPAR increased 14.9% and 16.9%, respectively, compared to 2022. The significant improvement year-to-date was buoyed by first quarter 2023 results, as the Omicron variant of COVID-19 significantly impaired travel during January and the first part of February in 2022. In addition, the recovery at our city-center properties during the first half of 2023 allowed for significant improvements at some of the markets such as New York, Washington, D.C. and Boston that lagged in 2022.

The recovery at our city-center properties led the portfolio, as comparable hotel Total RevPAR in our Boston, Houston and Chicago markets increased by 39.3%, 18.3% and 16.3%, respectively, in the second quarter, primarily driven by transient rate and city-wide events. Hotels in our Washington, D.C., San Diego and New York markets, some of our larger markets by room counts, also outperformed our portfolio with comparable hotel Total RevPAR increases of 11.0%, 10.4% and 10.0%, respectively. These strong performances were offset by comparable hotel Total RevPAR declines at our Austin, Miami and Orlando markets of 14.5%, 7.3% and 6.6%, respectively. The declines were driven primarily by decreases in transient demand, while Austin also experienced a decline in ~~operating profit of 11.8%, partially offset by~~short-term group demand in the ~~increase in gain on sale of assets, net of tax. Year-to-date, net~~second quarter.

Our second quarter 2023 results when compared to 2022 are as follows:

•

Net income decreased ~~$165 million, primarily due to a decrease in gain on sale of assets, net of tax. Adjusted EBITDA decreased $25~~$46 million for the quarter ~~due to a decrease in gain on business interruption settlements~~ and ~~a decline in operations. Year-to-date, Adjusted EBITDA~~ increased ~~$5 million. Based on actual results compared to the anticipated results for the quarter, we estimate that the impact of the hurricanes was approximately $7~~$127 million ~~in the quarter for both net income and Adjusted EBITDA. These changes resulted in no change in~~year-to-date;

•

Diluted earnings per ~~diluted~~ share decreased $0.07 for the quarter and ~~a decrease of $0.21, or 24.7%, year-to-date.~~ increased $0.18 year-to-date;

•

Adjusted EBITDAre decreased $54 million for the quarter and increased $84 million year-to-date; and

•

Adjusted FFO per diluted share decreased ~~$0.04, or 10.8%, in~~$0.05 for the quarter and ~~$0.01, or 0.8%~~increased $0.11 year-to-date.

For the second quarter of 2023, operating profit margin under GAAP was 17.9% and comparable hotel EBITDA margin was 32.7%, a decrease of 580 basis points and 440 basis points, respectively, due to closer to stable staffing levels and higher wages, insurance and utility expenses, compared to second quarter of 2022. Year-to-date, operating profit margin under GAAP was 17.9% and comparable hotel EBITDA margin was 32.6%, a decrease of 40 basis points and 150 basis points, respectively.

Outlook

Although we have not experienced significant signs of a weakening in the overall lodging industry, current macroeconomic headwinds and concerns surrounding the potential for ~~year-to-date, reflecting the~~an economic slowdown have created uncertainty around operating results ~~described above as well as an increase in interest expense.~~

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

~~Outlook~~

~~Forecasts for the United States economy continue to be cautiously optimistic~~ for the remainder of ~~2017,~~2023. Further improvement in operations will be dependent on the broader macroeconomic environment, which will affect our ability to maintain high-rated business in our resort markets, as well as the ~~country continues to experience low unemployment rates, corporate profits have improved~~continued improvement of group, business transient and ~~business investment has accelerated. While discussions on tax reform have picked up, the timing~~international inbound travel. Accordingly, we believe that operations in specific markets and ~~economic impact of any legislation remains uncertain though we remain hopeful it~~asset types will ~~benefit the lodging industry.~~

While the industry has experienced slightly above average supply growth in 2017, demand growth has outpaced supply, and the majority of markets are operating at peak occupancy levels. Yet, some of our markets, such as New York and Houston, have continued to experience above-average supply growth in 2017 that has exceeded demand growth, which has made it more challenging for our operators to grow average rates. However, demand growth in these markets has remained strong overall and we continue to focus on shifting the mix of business toward more profitable channels.

~~Our operations were affected by Hurricanes Harvey and Irma during the third quarter and~~ continue to be ~~impacted by damages sustained during~~uneven.

Blue Chip Economic Indicators consensus currently estimates an increase in real U.S. GDP of 1.6% for 2023, with a slight decline in the ~~storms. All four~~fourth quarter, while business investment is anticipated to increase 2.1%. Inflation has eased but remains above the Federal Reserve's target of 2%. Monetary policy, geopolitical uncertainty, and liquidity concerns at financial institutions has led to ongoing concerns surrounding a potential economic slowdown over the next 12 months. The range of potential outcomes on the economy and the lodging industry specifically remains exceptionally wide, reflecting varying analyst assumptions surrounding the impact of higher interest rates, inflation, ongoing labor shortages in key industries, and geopolitical conflicts.

Hotel supply growth is anticipated to remain below the long-term historical average in 2023. Supply chain challenges have resulted in project delays across the U.S., and regional banking stress has created construction financing challenges for future projects. We anticipate that the new project pipeline will remain suppressed until macroeconomic concerns abate. While the pandemic had an outsized impact on our industry, particularly in luxury and upper upscale hotels in top U.S. markets, where a majority of our hotels ~~in Houston were~~are located, our hotels have been able to ~~remain operational during~~maintain rates even as leisure travel moderates. We also have seen steady increases in group business and a gradual recovery in business transient demand in 2023. However, transient demand has moderated in the hurricane. In Florida, due to evacuation mandates, seven of our nine consolidated properties were temporarily closed; however, all have since reopened, although approximately 320 rooms remain out of service. San Francisco and Seattle markets, as well as at resort hotels in recent months.

Based on the ~~operating readiness and level of property damage sustained,~~trends noted above, we ~~did not remove any properties from our~~expect comparable ~~operations for the quarter and full year forecast. As a result, we estimate that comparable~~hotel RevPAR growth for the full year ~~2017~~2023 will be between ~~1.15%~~7.0% and ~~1.35% on a constant US$ basis. Additionally, we have recorded an insurance receivable of $31 million; however, we are still evaluating~~9.0%.

As noted above, the ~~complete property and business interruption impacts of the storms.~~

~~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 will continue~~lodging demand for any number of reasons, including, but not limited to, slower than anticipated ~~growth in the economy, changes in~~return of group and business travel ~~patterns, and international economic and political instability.~~ or deteriorating macroeconomic conditions.

Strategic Initiatives

~~Portfolio~~

~~Dispositions.~~Capital Projects. During the ~~quarter,~~first half of 2023, we ~~sold The Hilton Melbourne South Wharf for A$230~~spent approximately $97 million ($184 million) and the Sheraton Indianapolis Hotel at Keystone Crossing for $66 million. We also reached an agreement to sell the Key Bridge Marriott for $190 million, including $8 million of FF&E replacement funds, and as of September 30, 2017, it has been classified as held for sale. We expect the sale to be completed no later than the first quarter of 2018, subject to customary closing conditions. Subsequent to quarter end, we also sold a parcel of excess land at the previously sold Chicago Marriott O’Hare for approximately $10 million.

~~Balance Sheet~~

~~Debt transactions~~. During the quarter, in connection with the sale of the Hilton Melbourne South Wharf hotel, we repaid the A$86 million ($69 million) mortgage loan secured by the property and repaid A$50 million ($39 million) under the revolver portion of our credit facility. As of September 30, 2017, we had $807 million of available capacity remaining under the revolver portion of our credit facility.

~~Capital Investments~~

~~Value enhancements.~~ During the quarter, subject to customary appeals, we received approvals for the rezoning of the golf course land at The Phoenician, A Luxury Collection Resort. The revised plan 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 with approximately 360 units. The property is being marketed to third parties for the residential development.

In addition, we negotiated new management agreements for two properties in the third quarter, including the re-branding of The Ritz-Carlton, Buckhead in Atlanta to The Whitley, a Luxury Collection Hotel that will be managed by HEI Hotels & Resorts.

~~Redevelopment and Return~~ on ~~Investment Capital Expenditures.~~ ~~Redevelopment and~~ return on investment ~~(“ROI”~~("ROI") capital projects, primarily consist of large-scale redevelopment projects designed to increase cash flow and improve profitability by capitalizing on changing market conditions and the favorable locations of our properties, including projects such as the redevelopment of a hotel, the repositioning of a hotel restaurant, the installation of energy efficient systems or the conversion of underutilized space to more profitable uses. Additionally, in conjunction with the acquisition of a property, we prepare capital and operational improvement plans designed to maximize profitability. During the third quarter, we completed the pool renovation and restaurant repositioning at The Phoenician as part of a multi-year project, as well as the redesign of restaurant and meeting space at The Ritz-Carlton, Buckhead. We deployed approximately $53 million for these projects during the first three quarters of 2017.

~~We expect that redevelopment and ROI projects for full year 2017 will be approximately $90 million to $100 million.~~

~~Renewal and Replacement Capital Expenditures.~~ ~~These expenditures are designed to ensure that our standards for product quality are maintained and to enhance the overall competitiveness of our properties in the marketplace. We deployed $155~~$133 million on renewal and replacement ~~capital expenditures~~projects, and $93 million on hurricane restoration work. Significant projects completed during the ~~first three quarters of 2017. During the third~~second quarter ~~we completed~~include the renovation of ~~the 48,000-square foot ballroom~~rooms and public spaces at the final hotel in the Marriott transformational capital program, the Washington Marriott at Metro Center. In addition, we continued our restoration efforts following Hurricane Ian, for which we estimate the total property reconstruction and remediation costs, including significant enhancements, to be approximately $260 million to $285 million of which approximately 35% relates to remediation costs. The Ritz-Carlton, Naples reopened on July 6, 2023, including the guestrooms, suites and amenities, and the new tower expansion. The Hyatt Regency Coconut Point Resort and Spa reopened to guests in November 2022, and the final phase of reconstruction, the resort's waterpark, was completed in June 2023.

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

The Marriott transformational capital program included projects at 16 hotels, which were completed as follows: projects at Coronado Island Marriott Resort & Spa, New ~~Orleans~~York Marriott ~~as well as ballroom renovations~~Downtown, San Francisco Marriott Marquis and Santa Clara Marriott in 2019; projects at the JWMinneapolis Marriott ~~Hotel Mexico~~ City ~~the~~Center, San Antonio Marriott Rivercenter and JW Marriott Atlanta Buckhead ~~and~~in 2020; projects at The Ritz-Carlton ~~Naples. We~~Amelia Island, New York Marriott Marquis and Orlando World Center Marriott in 2021; projects at Boston Marriott Copley Place, the 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.

For full year 2023, we expect ~~that our investment in~~total capital expenditures of $625 million to $725 million, consisting of ROI projects of approximately $225 million to $250 million, renewal and replacement expenditures ~~in full year 2017 will total approximately $270~~of $275 million to $300 million,~~which includes additional expected spend~~ and restoration work for the damage caused by Hurricane Ian of $125 million to $175 million. The ROI projects include approximately ~~$55~~$25 million ~~related~~ to ~~replacements~~$30 million for ~~hurricane damage.~~the Marriott transformational capital program discussed above.

Results of Operations

The following table reflects certain line items from our unaudited condensed consolidated statements of operations (in millions, except percentages):

Quarter ended September 30,

Year-to-date ended September 30,

2017

2016

Change

2017

2016

Change

Total revenues

$
1,254

$
1,295

(3.2
)%

$
4,043

$
4,093

(1.2
)%
Operating costs and expenses:

Property-level costs ⁽¹⁾

1,104

1,135

(2.7
)

3,428

3,492

(1.8
)
Corporate and other expenses

24

28

(14.3
)

79

82

(3.7
)
Gain on insurance and business
     interruption settlements

1

12

(91.7
)

6

15

(60.0
)
Operating profit

127

144

(11.8
)

542

534

1.5

Interest expense

43

38

13.2

125

116

7.8

Gain on sale of assets

59

14

321.4

105

245

(57.1
)
Provision for income taxes

42

19

121.1

63

42

50.0

Host Inc.:

Net income attributable to non-
     controlling interests

1

1

—

6

7

(14.3
)
Net income attributable to Host Inc.

104

107

(2.8
)

472

636

(25.8
)

Host L.P.:

Net loss attributable to non-controlling
     interests

(1
)

—

N/M

—

(1
)

N/M

Net income attributable to Host L.P.

106

108

(1.9
)

478

644

(25.8
)
___________

~~(1)~~

Amount represents total operating costs and expenses from our unaudited condensed consolidated statements of operations, less corporate and other expenses and gain on insurance and business interruption settlements.


	Quarter ended June 30,								Year-to-date ended June 30,
	2023		2022			Change			2023		2022		Change
Total revenues	$	1,393	$	1,381			0.9	%	$	2,774	$	2,455		13.0	%
Operating costs and expenses:
Property-level costs ⁽¹⁾		1,117		1,036			7.8			2,219		1,965		12.9
Corporate and other expenses		30		25			20.0			61		48		27.1
Gain on insurance and business interruption settlements		3		7			(57.1	)		3		7		(57.1	)
Operating profit		249		327			(23.9	)		497		449		10.7
Interest expense		45		37			21.6			94		73		28.8
Other gains		—		1			(100.0	)		69		14		392.9
Provision for income taxes		14		39			(64.1	)		12		23		(47.8	)

Host Inc.:
Net income attributable to non-controlling interests		4		4		—				8		6		33.3
Net income attributable to Host Inc.		210		256			(18.0	)		497		372		33.6

Host L.P.:
Net income (loss) attributable to non-controlling interests		1		(1	)	N/M				1		—	N/M
Net income attributable to Host L.P.		213		261			(18.4	)		504		378		33.3

___________

(1) Amount represents total operating costs and expenses from our unaudited condensed consolidated statements of operations, less corporate and other expenses and gain on insurance and business interruption settlements.

N/M=Not meaningful.

Statement of Operations Results and Trends

For the third quarter and year-to-date 2017, the results of hotels acquired or sold during the comparable periods (collectively, our “Recent Acquisitions and Dispositions”) reduced our year-over-year comparisons. Comparisons of our operations were affected by the acquisition of two hotels during the first quarter 2017: the W Hollywood acquired in March 2017 and The Don CeSar and Beach House Suites complex acquired in February 2017. However, dispositions include the sale of four hotels in 2017 and ten hotels in 2016, which led to an overall net reduction in results. The table below presents the effects on earnings from our Recent Acquisitions and Dispositions (in millions, increase (decrease)):

Quarter ended
September 30,

Year-to-date ended September 30,

2017

2016

Change

2017

2016

Change

Revenues:

Acquisitions

$
24

$
—

$
24

$
65

$
—

$
65

Dispositions

6

45

(39
)

46

203

(157
)
Total revenues

$
30

$
45

$
(15
)

$
111

$
203

$
(92
)
Net income (excluding gain on sale, net of tax):

Acquisitions

$
3

$
—

$
3

$
14

$
—

$
14

Dispositions

3

—

3

8

20

(12
)
Net income (excluding gain on sale, net of tax):

$
6

$
—

$
6

$
22

$
20

$
2

Hotel Sales Overview

The following table presents total revenues in accordance with GAAP and includes ~~both comparable and non-comparable~~all consolidated hotels (in millions, except percentages):


	Quarter ended June 30,							Year-to-date ended June 30,
	2023		2022		Change			2023		2022		Change
Revenues:
Rooms	$	850	$	850	—			$	1,670	$	1,505		11.0	%
Food and beverage		415		405		2.5	%		846		702		20.5
Other		128		126		1.6			258		248		4.0
Total revenues	$	1,393	$	1,381		0.9		$	2,774	$	2,455		13.0

Second quarter total revenues improved 0.9% over 2022 reflecting improvements in group business and continued strength in rates for the portfolio overall, despite some moderation at our resort properties. In the second quarter, the growth was offset by moderating transient demand in the San Francisco and Seattle markets and resort hotels and elevated international outbound travel without a corresponding increase in international inbound travel. Year-to-date revenue improvement benefitted from easier comparisons to 2022, as the Omicron variant of COVID-19 significantly impaired travel during January and the first part of February in 2022 as noted previously. Operations in the second quarter and year-to-date 2023 in comparison to 2022 were impacted by lost revenues due to the closure of The Ritz-Carlton, Naples caused by Hurricane Ian, which reopened on July 6, 2023. In addition, the Four Seasons Resort and Residences Jackson Hole, which we acquired in November 2022, contributed $11 million and $42 million to the growth in revenues for the second quarter and year-to-date 2023, respectively, compared to the negative impact on revenues resulting from 2022 and 2023 dispositions of $15 million and $40 million, for the second quarter and year-to-date 2023, respectively.

Quarter ended
September 30,

Year-to-date ended September 30,

2017

2016

Change

2017

2016

Change

Revenues:

Rooms

$
860

$
879

(2.2
)%

$
2,643

$
2,655

(0.5
)%
Food and beverage

314

336

(6.5
)

1,152

1,183

(2.6
)
Other

80

80

—

248

255

(2.7
)
Total revenues

$
1,254

$
1,295

(3.2
)

$
4,043

$
4,093

(1.2
)

Rooms. Total rooms revenues ~~decreased 2.2%~~were flat for the second quarter and ~~0.5%~~increased $165 million, or 11.0%, year-to-date, compared to 2022. The results reflect the increases at our comparable hotels of $22 million, or 2.7%, and $212 million, or 14.8%, for the second

quarter and year-to-date, respectively, driven by strong average room rates, which remain above 2019, but have started to moderate. The increases in revenues at our comparable hotels were partially offset by lost revenues from dispositions and the closure of The Ritz-Carlton, Naples, which is included in non-comparable hotels, caused by Hurricane Ian as noted above.

Food and beverage. Total food and beverage ("F&B") revenues increased $10 million, or 2.5%, and $144 million, or 20.5%, for the quarter and year-to-date, ~~respectively. For~~respectively, compared to 2022. The improvements reflect the increases at our comparable hotels ~~rooms revenues decreased 1.7% for the quarter, as an unfavorable holiday shift resulted in a decrease in group business, which led to declines in both average room rate~~of $22 million, or 5.7%, and occupancy. Year-to-date, comparable rooms revenues increased 0.8% reflecting increases in both average room rate and occupancy. The net effects of our Recent Acquisitions and Dispositions reduced rooms revenues by $8$166 million, or 25.2%, for the quarter and ~~$52~~year-to-date, respectively, primarily driven by improvements in banquet and audio-visual revenues at convention hotels, as well as increased outlet spend per occupied room across our portfolio. Similar to rooms revenues, the increases in F&B revenues from our comparable hotels were partially offset by lost revenues from dispositions and the closure of The Ritz-Carlton, Naples, which is included in non-comparable hotels, caused by Hurricane Ian as noted above.

Other revenues. Total other revenues increased $2 million, ~~for the year-to-date.~~

~~Food~~or 1.6%, and ~~beverage. Total food and beverage (“F&B”) revenues decreased 6.5%~~$10 million, or 4.0%, for the quarter and ~~2.6%~~ year-to-date, ~~reflecting~~respectively, compared to 2022. The improvements reflect the ~~reduction in group business, which led to decreases in both outlet~~increases at our comparable hotels of $7 million, or 5.8%, and ~~banquet and audio visual revenue, as well as the negative impact of Hurricanes Harvey and Irma. Comparable F&B revenues decreased 5.6%~~$16 million, or 6.7%, for the quarter and ~~1.6% year-to-date. The net effect of our Recent Acquisitions and Dispositions reduced F&B revenues by $7 million for the quarter and $33 million for the year-to-date.~~

~~Other revenues.~~ ~~Total other revenues were flat for the quarter and decreased 2.7%~~ year-to-date, respectively, primarily due to the net effect of our Recent Acquisitions and Dispositions, which did not materially impact other revenues for the quarter but reduced other revenues by $7 million year-to-date. At our comparable hotels, other revenues increased 0.8% for the quarter and 1.1% year-to-date as an increase in ~~rental income at the New York Marriott Marquis offset a decline in attrition~~ancillary revenues from improved occupancy levels and ~~cancellation~~continued strong golf and spa revenues.

Property-level Operating Expenses

The following table presents property-level operating expenses in accordance with GAAP and includes ~~both comparable and non-comparable~~all consolidated hotels (in millions, except percentages):


	Quarter ended September 30,							Year-to-date ended September 30,							Quarter ended June 30,							Year-to-date ended June 30,
	2017		2016		Change			2017		2016		Change			2023		2022		Change			2023		2022		Change
Expenses:
Rooms	$	227	$	225		0.9	%	$	676	$	674		0.3	%	$	201	$	189		6.3	%	$	394	$	349		12.9	%
Food and beverage		242		257		(5.8	)		794		830		(4.3	)		263		245		7.3			532		445		19.6
Other departmental and support expenses		309		321		(3.7	)		952		981		(3.0	)		323		300		7.7			638		573		11.3
Management fees		53		54		(1.9	)		178		177		0.6			69		62		11.3			134		102		31.4
Other property-level expenses		97		96		1.0			294		289		1.7			93		78		19.2			184		162		13.6
Depreciation and amortization		176		182		(3.3	)		534		541		(1.3	)		168		162		3.7			337		334		0.9
Total property-level operating expenses	$	1,104	$	1,135		(2.7	)	$	3,428	$	3,492		(1.8	)	$	1,117	$	1,036		7.8		$	2,219	$	1,965		12.9

Our operating costs and expenses, which ~~have~~consist of both fixed and variable components, are affected by ~~changes in~~several factors. Rooms expenses are affected mainly by occupancy, ~~inflation,~~which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues ~~(which affect management fees), though~~and are affected by occupancy and the ~~effect on specific costs will differ. Our~~mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, ~~account for~~which comprise approximately ~~57%~~56% of these expenses. For the ~~operating~~second quarter and year-to-date 2023, these expenses atincreased 13%, and 22%, respectively, compared to 2022, reflecting an increase in hiring as operations have recovered. In addition, early in 2022, hiring was temporarily paused in many areas due to the Omicron variant, as well as seasonality in certain markets. Specifically, in the second quarter of 2022, the significant acceleration in demand further challenged the ability of our hotels ~~(excluding depreciation).~~ managers to increase hotel staffing commensurate with the increase in demand. 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 5% in 2023.

Other property-level expenses consist of property taxes, the amounts and structure of which are highly dependent on local jurisdiction taxing authorities, and property and general liability insurance, all of which do not necessarily increase or decrease based on similar changes in revenues at our hotels.

The increase in expenses for the second quarter and year-to-date 2023 compared to 2022 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 expenses increased ~~0.9%~~$12 million, or 6.3%, and ~~0.3% for the third quarter and year-to-date 2017, respectively, which reflects an increase of 1.6% and 2.0%~~$45 million, or 12.9%, for the quarter and year-to-date, ~~respectively, at our~~respectively. Our comparable ~~hotels. The increase was driven by overall growth in wage rates. The net effect of our Recent Acquisitions and Dispositions reduced~~hotels rooms expenses $3increased $16 million, or 8.7%, and ~~$14~~$62 million, or 19.0%, for the quarter and ~~year to date,~~year-to-date, respectively. These increases reflect the increase in staffing described above.

Food and beverage. F&B expenses ~~decreased 5.8% for the quarter~~increased $18 million, or 7.3%, and ~~4.3% year-to-date. The net effect of our Recent Acquisitions and Dispositions reduced F&B expenses by $5~~$87 million, ~~and $23 million~~or 19.6%, for the quarter and year-to-date, respectively. For our comparable hotels, F&B expenses ~~decreased 5.2%~~increased $25 million, or 10.8%, and $103 million, or 24.8% for the quarter and ~~3.0%~~ year-to-date, ~~consistent with the decline in comparable~~respectively. Overall, F&B ~~revenues.~~ costs as a percentage of revenues increased slightly for the quarter as staffing levels normalized. F&B costs as a percentage of revenues declined year-to-date, benefiting from improved banquet revenues and ongoing productivity improvement.

Other departmental and support expenses. Other departmental and support expenses ~~decreased $12~~increased $23 million, ~~for the third quarter~~or 7.7%, and ~~$29~~$65 million, ~~year-to-date, primarily due to a decrease of $7 million~~or 11.3%, for the quarter and ~~$31 million~~ year-to-date, ~~from the net effect of our Recent Acquisitions and Dispositions.~~respectively. On a comparable hotel basis, other departmental and support expenses ~~decreased $5~~increased $27 million, or 9.6%, and $79 million, or 14.7%, for the quarter and year-to-date, respectively. These increases were ~~flat year-to-date.~~primarily due to the increase in staffing.

Management fees. Base management fees, which generally are calculated as a percentage of total revenues, ~~decreased $2 million in~~were flat for the ~~third~~second quarter and $4increased $8 million, or 11.6%, year-to-date. At our comparable hotels, base management fees increased $1 million, or 2.9%, and $10 million, or 15.7%, for the quarter and year-to-date, ~~due primarily to the net effect of our Recent Acquisitions and Dispositions.~~respectively. Incentive management fees, which generally are ~~generally~~ based on the ~~level~~amount of operating profit at each ~~property~~hotel after we receive a priority return on our investment, increased $1$7 million, or 30.4%, and $24 million, or 72.7%, for the ~~third~~ quarter and $4year-to-date, respectively. At our comparable hotels, incentive management fees increased $8 million, ~~year-to-date.~~or 34.9%, and $22 million, or 62.8% for the quarter and year-to-date, respectively. The increase in incentive management fees primarily reflects the improved operations at our properties.

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 $1$15 million, or 19.2%, and $22 million, or 13.6%, for the ~~third~~ quarter and ~~$5 million year-to-date.~~year-to-date, respectively, due to increases in property insurance premiums and rent on a portion of our ground leases that are based on a percentage of sales. Other property-level expenses also were partially offset by the receipt of operating profit guarantees received from Marriott under the transformational capital program in both 2022 and 2023, with the last of the payments received in the second quarter of 2023. Other property-level expenses at our comparable hotels ~~were flat for the quarter. Year-to-date, comparable other property-level expenses~~ increased ~~2.7% year-to-date, primarily due to increases in property taxes~~$17 million, or 20.8%, and ~~ground rent, partially offset by a decrease in insurance expense. The net effect of our Recent Acquisitions and Dispositions reduced other property-level expenses by $1~~$27 million, or 17.0%, for the quarter and ~~$6 million year-to-date.~~year-to-date, respectively.

Other Income and Expense

Corporate and other expenses. The following table details our corporate and other expenses for the quarter ~~and year-to-date~~ (in millions):

Quarter ended
September 30,

Year-to-date ended
September 30,

2017

2016

2017

2016

General and administrative costs

$
21

$
26

$
70

$
74

Non-cash stock-based compensation expense

3

2

8

8

Litigation accruals and acquisition costs, net

—

—

1

—

Total

$
24

$
28

$
79

$
82


	Quarter ended June 30,				Year-to-date ended June 30,
	2023		2022		2023		2022
General and administrative costs	$	20	$	20	$	41	$	38
Non-cash stock-based compensation expense		6		5		13		10
Litigation accruals		4		—		7		—
Total	$	30	$	25	$	61	$	48

Interest expense. Interest expense increased for the quarter and year-to-date due to ~~the issuance of the Series G senior notes~~an increase in ~~the first quarter 2017.~~interest rates on our floating rate debt. The following table details our interest expense for the quarter ~~and year-to-date~~ (in millions):


	Quarter ended June 30,				Year-to-date ended June 30,
	2023		2022		2023		2022
Cash interest expense ⁽¹⁾	$	42	$	35	$	85	$	68
Non-cash interest expense		3		2		5		5
Non-cash debt extinguishment costs		—		—		1		—
Cash debt extinguishment costs ⁽¹⁾		—		—		3		—
Total interest expense	$	45	$	37	$	94	$	73

_________

Quarter ended
September 30,

Year-to-date ended
September 30,

2017

2016

2017

2016

Cash interest expense⁽¹⁾

$
41

$
35

$
120

$
110

Non-cash interest expense

2

3

5

6

Total interest expense

$
43

$
38

$
125

$
116

___________

(1)

~~(1)~~

Including ~~the change in accrued interest, total cash interest paid was $108 million and $105 million for year-to-date 2017 and 2016, respectively.~~

~~Gain on sale of assets.~~ ~~During~~ the ~~third quarter and year-to-date 2017, we recognized a gain on sale of assets of $59~~change in accrued interest, total cash interest paid was $50 million and ~~$105~~$41 million for the quarters ended June 30, 2023 and 2022, respectively, ~~due primarily to~~and $90 million and $69 million for year-to-date 2023 and 2022, respectively.

Other gains. Other gains increased $55 million year-to-date, reflecting the sale of ~~two hotels~~The Camby, Autograph Collection in the ~~third~~first quarter ~~and four hotels year-to-date. We recognized a gain on sale~~ of ~~assets of $14 million and $245 million during the third quarter and year-to-date 2016, respectively, due to the sale of two hotels during the third quarter and ten hotels year-to-date.~~ 2023.

Equity in earnings of ~~affiliates~~. affiliates. Equity in earnings of affiliates ~~decreased $4~~increased $2 million for the quarter ~~reflecting a decline~~and $7 million for the year-to-date, consisting of earnings from our investment in ~~net income at our European joint venture and a decrease in operations at~~ the ~~Philadelphia Marriott Downtown. Year-to-date, equity in earnings of affiliates remained flat.~~Noble Joint Venture.

Provision for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. ~~The difference between~~Taxable income or loss generated/incurred by the TRS primarily represents hotel-level ~~operating cash flow~~operations and the aggregate rent paid to Host L.P. by the TRS, ~~represents its taxable income or loss, with regard to~~on which we record an income tax provision or benefit. ~~The increase in~~For the second quarter and year-to-date 2023, we recorded an income tax provision ~~recorded in the third quarter~~of $14 million and ~~year-to-date 2017 compared~~$12 million, respectively, due primarily to the ~~same periods in 2016 relates to an increase~~profitability of ~~taxable income of~~hotel operations retained by the ~~TRS and the Australian capital gains tax (approximately $22 million) associated with the sale of the Hilton Melbourne South Wharf on July 28, 2017.~~TRS.

Comparable Hotel RevPAR Overview

~~We discuss operating~~Effective January 1, 2023, we have ceased presentation of All Owned Hotel results, and returned to a comparable hotel presentation for our ~~hotels on a comparable basis.~~hotel level results. Comparable hotels are those properties that we have consolidated for the entirety of the reporting periods being compared. Comparable hotels do not include the results of hotels ~~acquired~~sold or ~~sold,~~classified as held-for-sale, hotels that ~~incurred significant~~have sustained substantial property damage or business interruption, or hotels that have undergone ~~large scale~~large-scale capital projects, in each case requiring closures lasting one month or longer during ~~these periods. As~~the reporting periods being compared. We believe this will provide investors with a better understanding of ~~September 30, 2017, 87 of~~underlying growth trends for our ~~94 owned hotels are classified as~~current portfolio, without impact from properties that experienced closures. We have removed Hyatt Regency Coconut Point Resort and Spa and The Ritz-Carlton, Naples from our comparable ~~hotels.~~operations for 2023 due to closures caused by Hurricane Ian. See “Comparable Hotel Operating ~~Statistics”~~Statistics and Results” below for ~~a complete description of~~more information on how we determine our comparable hotels.

We also ~~discuss our~~include, following the comparable ~~RevPAR~~hotels results by geographic ~~market~~location, the same operating statistics presentation on an actual basis, which includes results for our portfolio for the time period of our ownership, including the results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition. Lastly, we discuss our hotel results by mix of business (i.e., transient, group, or contract).

~~Comparable~~ Hotel ~~RevPAR~~Operating Data by ~~Geographic Market~~Location

The following tables set forth performance information for our ~~comparable~~ hotels by geographic ~~market~~location for the quarters and year-to-date ended June 30, 2023 and 2022, respectively, on a comparable hotel and actual basis:

Comparable Hotel Results by Location


	As of June 30, 2023				Quarter ended June 30, 2023									Quarter ended June 30, 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	$	594.07		73.7	%	$	437.96	$	678.06	$	567.20		78.0	%	$	442.56	$	690.02		(1.0	)%		(1.7	)%
Miami		2		1,033		538.70		69.6			374.98		646.85		618.60		67.4			416.89		697.72		(10.1	)		(7.3	)
Jacksonville		1		446		549.95		82.1			451.53		974.60		572.46		81.1			463.99		974.04		(2.7	)		0.1
Phoenix		3		1,545		372.81		73.6			274.51		651.73		394.21		76.0			299.63		677.94		(8.4	)		(3.9	)
Florida Gulf Coast		3		941		387.60		76.3			295.81		615.07		386.13		79.0			304.90		640.76		(3.0	)		(4.0	)
Orlando		2		2,448		363.44		73.4			266.90		542.00		402.61		73.8			297.06		580.59		(10.2	)		(6.6	)
New York		2		2,486		346.21		84.3			291.87		423.84		326.39		80.3			261.97		385.41		11.4			10.0
Los Angeles/Orange County		3		1,067		297.22		82.4			245.01		352.37		278.61		87.4			243.48		356.01		0.6			(1.0	)
San Diego		3		3,294		281.16		83.1			233.70		432.22		271.84		81.0			220.07		391.37		6.2			10.4
Washington, D.C. (CBD)		5		3,240		312.23		78.0			243.43		346.51		286.32		77.0			220.58		312.13		10.4			11.0
Boston		2		1,496		293.70		83.0			243.74		311.38		277.40		60.7			168.38		223.59		44.8			39.3
Austin		2		767		257.48		70.8			182.18		327.53		272.13		80.7			219.57		383.03		(17.0	)		(14.5	)
Philadelphia		2		810		249.51		83.5			208.44		327.91		229.82		86.6			199.08		303.95		4.7			7.9
Northern Virginia		2		916		261.74		73.7			192.88		292.30		228.38		75.8			173.05		266.99		11.5			9.5
San Francisco/San Jose		6		4,162		235.44		66.6			156.72		230.73		237.03		72.7			172.26		237.65		(9.0	)		(2.9	)
New Orleans		1		1,333		208.75		75.0			156.55		241.38		219.22		76.4			167.55		237.37		(6.6	)		1.7
Chicago		3		1,562		278.93		76.2			212.54		303.24		253.18		74.0			187.35		260.67		13.4			16.3
San Antonio		2		1,512		214.90		63.9			137.37		219.40		202.69		70.3			142.44		213.86		(3.6	)		2.6
Houston		5		1,942		208.54		72.3			150.82		207.78		184.11		67.1			123.53		175.70		22.1			18.3
Atlanta		2		810		194.10		76.0			147.44		239.70		186.06		77.5			144.28		236.30		2.2			1.4
Seattle		2		1,315		241.55		72.9			176.09		237.33		228.80		74.6			170.62		218.92		3.2			8.4
Denver		3		1,340		196.19		66.2			129.88		190.82		188.02		69.4			130.52		189.86		(0.5	)		0.5
Other		10		3,061		287.69		69.7			200.45		306.65		272.79		66.3			180.80		267.34		10.9			14.7
Domestic		70		39,532		306.78		74.7			229.05		374.40		300.38		74.6			224.05		361.94		2.2			3.4

International		5		1,499		193.42		62.7			121.31		184.99		155.80		59.0			91.91		140.79		32.0			31.4
All Locations		75		41,031		303.29		74.2			225.12		367.54		296.18		74.0			219.23		353.95		2.7			3.8

Comparable Hotel Results by Location


	As of June 30, 2023				Year-to-date ended June 30, 2023									Year-to-date ended June 30, 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	$	599.89		75.0	%	$	449.74	$	689.14	$	556.16		77.2	%	$	429.37	$	665.56		4.7	%		3.5	%
Miami		2		1,033		594.02		73.8			438.09		753.95		677.26		69.1			468.18		758.30		(6.4	)		(0.6	)
Jacksonville		1		446		532.21		74.7			397.60		872.26		555.35		70.8			393.31		846.75		1.1			3.0
Phoenix		3		1,545		455.18		78.0			355.17		764.31		442.80		74.8			331.38		709.91		7.2			7.7
Florida Gulf Coast		3		941		433.52		80.2			347.70		747.93		434.49		79.5			345.27		699.72		0.7			6.9
Orlando		2		2,448		395.90		74.7			295.85		591.62		427.24		66.0			281.89		534.73		5.0			10.6
New York		2		2,486		316.51		78.8			249.47		369.18		303.32		61.0			184.91		269.63		34.9			36.9
Los Angeles/Orange County		3		1,067		296.97		81.2			241.12		352.91		282.52		76.2			215.25		311.32		12.0			13.4
San Diego		3		3,294		282.01		80.1			225.75		427.16		265.79		71.3			189.62		343.77		19.1			24.3
Washington, D.C. (CBD)		5		3,240		293.53		71.1			208.82		304.05		269.82		57.9			156.21		222.15		33.7			36.9
Boston		2		1,496		256.23		76.1			195.06		262.66		235.57		54.2			127.70		168.31		52.8			56.1
Austin		2		767		273.23		70.4			192.43		343.15		274.92		71.3			196.03		334.68		(1.8	)		2.5
Philadelphia		2		810		229.68		78.9			181.17		283.96		206.81		76.7			158.68		244.18		14.2			16.3
Northern Virginia		2		916		245.58		69.7			171.08		259.21		216.27		64.4			139.18		208.25		22.9			24.5
San Francisco/San Jose		6		4,162		261.73		63.7			166.68		249.04		221.94		58.9			130.72		188.52		27.5			32.1
New Orleans		1		1,333		215.24		74.0			159.23		240.08		212.83		66.2			140.90		202.78		13.0			18.4
Chicago		3		1,562		238.80		64.0			152.79		219.73		220.82		57.4			126.78		174.77		20.5			25.7
San Antonio		2		1,512		227.23		67.0			152.20		242.68		195.73		68.8			134.67		205.78		13.0			17.9
Houston		5		1,942		206.36		72.8			150.32		208.68		182.12		64.0			116.60		162.56		28.9			28.4
Atlanta		2		810		195.42		75.0			146.53		241.17		180.13		72.0			129.60		207.01		13.1			16.5
Seattle		2		1,315		223.18		63.1			140.79		196.97		211.55		55.1			116.53		153.56		20.8			28.3
Denver		3		1,340		185.96		57.5			106.90		152.98		173.91		57.4			99.84		146.61		7.1			4.3
Other		10		3,061		319.34		64.0			204.29		314.22		323.74		59.1			191.24		284.58		6.8			10.4
Domestic		70		39,532		314.70		71.7			225.60		374.31		304.95		64.8			197.64		321.78		14.1			16.3

International		5		1,499		182.51		61.5			112.29		165.31		133.14		49.3			65.66		99.56		71.0			66.1
All Locations		75		41,031		310.54		71.3			221.46		366.74		300.14		64.2			192.82		313.73		14.9			16.9

Results by Location - actual, based on ownership period(1)


	As of June 30,
	2023		2022		Quarter ended June 30, 2023									Quarter ended June 30, 2022
Location	No. of Properties		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		4		4	$	594.07		73.7	%	$	437.96	$	678.06	$	567.20		78.0	%	$	442.56	$	690.02		(1.0	)%		(1.7	)%
Miami		2		2		538.70		69.6			374.98		646.85		596.12		68.2			406.35		676.00		(7.7	)		(4.3	)
Jacksonville		1		1		549.95		82.1			451.53		974.60		572.46		81.1			463.99		974.04		(2.7	)		0.1
Phoenix		3		4		372.81		73.6			274.51		651.73		367.35		75.5			277.29		612.01		(1.0	)		6.5
Florida Gulf Coast		5		5		347.63		56.5			196.31		418.07		411.67		70.2			288.94		598.02		(32.1	)		(30.1	)
Orlando		2		2		363.44		73.4			266.90		542.00		402.61		73.8			297.06		580.59		(10.2	)		(6.6	)
New York		2		2		346.21		84.3			291.87		423.84		313.84		78.3			245.88		361.64		18.7			17.2
Los Angeles/Orange County		3		3		297.22		82.4			245.01		352.37		278.61		87.4			243.48		356.01		0.6			(1.0	)
San Diego		3		3		281.16		83.1			233.70		432.22		271.84		81.0			220.07		391.37		6.2			10.4
Washington, D.C. (CBD)		5		5		312.23		78.0			243.43		346.51		286.32		77.0			220.58		312.13		10.4			11.0
Boston		2		2		293.70		83.0			243.74		311.38		277.40		60.7			168.38		223.59		44.8			39.3
Austin		2		2		257.48		70.8			182.18		327.53		272.13		80.7			219.57		383.03		(17.0	)		(14.5	)
Philadelphia		2		2		249.51		83.5			208.44		327.91		229.82		86.6			199.08		303.95		4.7			7.9
Northern Virginia		2		2		261.74		73.7			192.88		292.30		228.38		75.8			173.05		266.99		11.5			9.5
San Francisco/San Jose		6		6		235.44		66.6			156.72		230.73		237.03		72.7			172.26		237.65		(9.0	)		(2.9	)
New Orleans		1		1		208.75		75.0			156.55		241.38		219.22		76.4			167.55		237.37		(6.6	)		1.7
Chicago		3		4		278.93		76.2			212.54		303.24		240.04		71.8			172.32		237.59		23.3			27.6
San Antonio		2		2		214.90		63.9			137.37		219.40		202.69		70.3			142.44		213.86		(3.6	)		2.6
Houston		5		5		208.54		72.3			150.82		207.78		184.11		67.1			123.53		175.70		22.1			18.3
Atlanta		2		2		194.10		76.0			147.44		239.70		186.06		77.5			144.28		236.30		2.2			1.4
Seattle		2		2		241.55		72.9			176.09		237.33		228.80		74.6			170.62		218.92		3.2			8.4
Denver		3		3		196.19		66.2			129.88		190.82		188.02		69.4			130.52		189.86		(0.5	)		0.5
Other		10		9		287.69		69.7			200.45		306.65		262.88		69.1			181.67		265.61		10.3			15.5
Domestic		72		73		306.27		73.8			226.00		370.80		300.15		74.3			223.13		362.34		1.3			2.3

International		5		5		193.42		62.7			121.31		184.99		155.80		59.0			91.91		140.79		32.0			31.4
All Locations		77		78		302.82		73.4			222.26		364.22		296.11		73.8			218.53		354.65		1.7			2.7

Results by Location - actual, based on ownership period(1)


	As of June 30,
	2023		2022		Year-to-date ended June 30, 2023									Year-to-date ended June 30, 2022
Location	No. of Properties		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		4		4	$	599.89		75.0	%	$	449.74	$	689.14	$	556.16		77.2	%	$	429.37	$	665.56		4.7	%		3.5	%
Miami		2		2		594.02		73.8			438.09		753.95		609.44		70.9			432.20		690.16		1.4			9.2
Jacksonville		1		1		532.21		74.7			397.60		872.26		555.35		70.8			393.31		846.75		1.1			3.0
Phoenix		3		4		446.98		78.0			348.64		738.46		412.40		74.7			307.94		643.07		13.2			14.8
Florida Gulf Coast		5		5		392.96		58.6			230.46		497.50		485.09		72.1			349.66		691.06		(34.1	)		(28.0	)
Orlando		2		2		395.90		74.7			295.85		591.62		427.24		66.0			281.89		534.73		5.0			10.6
New York		2		2		316.51		78.8			249.47		369.18		276.49		56.1			155.17		222.91		60.8			65.6
Los Angeles/Orange County		3		3		296.97		81.2			241.12		352.91		282.52		76.2			215.25		311.32		12.0			13.4
San Diego		3		3		282.01		80.1			225.75		427.16		265.79		71.3			189.62		343.77		19.1			24.3
Washington, D.C. (CBD)		5		5		293.53		71.1			208.82		304.05		269.82		57.9			156.21		222.15		33.7			36.9
Boston		2		2		256.23		76.1			195.06		262.66		228.61		51.8			118.39		155.01		64.8			69.4
Austin		2		2		273.23		70.4			192.43		343.15		274.92		71.3			196.03		334.68		(1.8	)		2.5
Philadelphia		2		2		229.68		78.9			181.17		283.96		206.81		76.7			158.68		244.18		14.2			16.3
Northern Virginia		2		2		245.58		69.7			171.08		259.21		216.27		64.4			139.18		208.25		22.9			24.5
San Francisco/San Jose		6		6		261.73		63.7			166.68		249.04		221.94		58.9			130.72		188.52		27.5			32.1
New Orleans		1		1		215.24		74.0			159.23		240.08		212.83		66.2			140.90		202.78		13.0			18.4
Chicago		3		4		238.80		64.0			152.79		219.73		210.41		56.0			117.93		161.24		29.6			36.3
San Antonio		2		2		227.23		67.0			152.20		242.68		195.73		68.8			134.67		205.78		13.0			17.9
Houston		5		5		206.36		72.8			150.32		208.68		182.12		64.0			116.60		162.56		28.9			28.4
Atlanta		2		2		195.42		75.0			146.53		241.17		180.13		72.0			129.60		207.01		13.1			16.5
Seattle		2		2		223.18		63.1			140.79		196.97		211.55		55.1			116.53		153.56		20.8			28.3
Denver		3		3		185.96		57.5			106.90		152.98		173.91		57.4			99.84		146.61		7.1			4.3
Other		10		9		319.34		64.0			204.29		314.22		266.94		60.0			160.20		229.80		27.5			36.7
Domestic		72		73		314.56		70.9			223.06		371.22		302.36		64.3			194.28		317.04		14.8			17.1

International		5		5		182.51		61.5			112.29		165.31		133.14		49.3			65.66		99.56		71.0			66.1
All Locations		77		78		310.46		70.6			219.11		363.94		297.88		63.7			189.88		309.66		15.4			17.5

___________

(1) Represents the results of the portfolio for the time period of our ownership, including the results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of ~~September 30, 2017 and 2016, respectively:~~the date of acquisition.

~~Comparable Hotels by Market in Constant US$ (by RevPAR)~~

As of September 30, 2017

Quarter ended September 30, 2017

Quarter ended September 30, 2016

Market

No. of
Properties

No. of
Rooms

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Percent
Change in
RevPAR

Hawaii

3

1,682

$
325.44

92.4
%

$
300.75

$
316.67

92.5
%

$
292.77

2.7
%
Seattle

2

1,315

267.84

93.6

250.75

258.78

90.9

235.26

6.6

New York

8

6,961

271.00

91.3

247.53

280.23

89.8

251.75

(1.7
)
San Francisco

4

2,912

256.52

89.4

229.21

252.99

86.8

219.71

4.3

Boston

4

3,185

244.72

88.5

216.68

242.48

90.5

219.42

(1.2
)
San Diego

3

2,981

225.90

86.5

195.47

213.13

91.4

194.80

0.3

Los Angeles

7

2,843

214.72

87.7

188.40

216.17

86.9

187.75

0.3

Chicago

6

2,392

204.47

88.5

180.94

216.88

87.0

188.71

(4.1
)
Denver

2

735

190.27

88.6

168.50

189.33

85.5

161.91

4.1

Washington, D.C.

12

6,024

193.93

82.5

160.05

193.50

81.4

157.43

1.7

Atlanta

5

1,939

189.32

75.9

143.69

189.85

80.3

152.43

(5.7
)
Florida

8

4,559

181.83

62.1

112.92

182.06

68.0

123.72

(8.7
)
Houston

4

1,716

168.11

66.3

111.49

167.78

67.7

113.58

(1.8
)
Phoenix

4

1,518

142.34

65.7

93.47

147.53

58.0

85.57

9.2

Other

9

5,784

160.58

71.9

115.42

169.12

71.5

120.96

(4.6
)
Domestic

81

46,546

219.88

81.6

179.38

221.01

81.8

180.69

(0.7
)

Canada

2

849

192.87

79.4

153.11

198.84

76.7

152.45

0.4

Latin America

4

962

167.13

58.7

98.08

299.89

67.9

203.58

(51.8
)
International

6

1,811

181.13

68.4

123.87

249.47

72.0

179.62

(31.0
)
All Markets -
Constant US$

87

48,357

218.65

81.1

177.30

221.95

81.4

180.65

(1.8
)

Comparable Hotels in Nominal US$

As of September 30, 2017

Quarter ended September 30, 2017

Quarter ended September 30, 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

Canada

2

849

$
192.87

79.4
%

$
153.11

$
191.03

76.7
%

$
146.46

4.5
%
Latin America

4

962

167.13

58.7

98.08

290.57

67.9

197.25

(50.3
)
International

6

1,811

181.13

68.4

123.87

240.91

72.0

173.45

(28.6
)
Domestic

81

46,546

219.88

81.6

179.38

221.01

81.8

180.69

(0.7
)
All Markets

87

48,357

218.65

81.1

177.30

221.67

81.4

180.41

(1.7
)

~~Comparable Hotels by Market in Constant US$ (by RevPAR)~~

As of September 30, 2017

Year-to-date ended September 30, 2017

Year-to-date ended September 30, 2016

Market

No. of
Properties

No. of
Rooms

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Percent
Change in
RevPAR

Hawaii

3

1,682

$
339.86

90.9
%

$
308.79

$
326.28

91.4
%

$
298.38

3.5
%
New York

8

6,961

263.14

86.7

228.26

268.49

86.4

232.10

(1.7
)
San Francisco

4

2,912

260.60

84.6

220.45

264.71

84.7

224.10

(1.6
)
Seattle

2

1,315

242.23

86.8

210.24

226.40

81.8

185.30

13.5

Boston

4

3,185

237.07

82.5

195.54

231.85

82.1

190.45

2.7

San Diego

3

2,981

223.18

84.3

188.08

210.42

86.0

181.05

3.9

Washington, D.C.

12

6,024

224.01

80.8

181.02

212.48

79.6

169.20

7.0

Los Angeles

7

2,843

208.11

85.1

177.05

206.35

84.5

174.42

1.5

Florida

8

4,559

235.84

73.2

172.56

230.87

75.5

174.35

(1.0
)
Chicago

6

2,392

197.01

79.6

156.82

201.88

77.6

156.57

0.2

Phoenix

4

1,518

208.06

74.1

154.14

213.44

68.4

146.04

5.5

Atlanta

5

1,939

192.65

78.1

150.46

192.39

79.4

152.70

(1.5
)
Denver

2

735

181.43

82.1

149.03

181.35

76.0

137.85

8.1

Houston

4

1,716

179.40

71.8

128.87

182.61

73.6

134.44

(4.1
)
Other

9

5,784

177.70

74.2

131.85

180.51

72.4

130.72

0.9

Domestic

81

46,546

228.30

80.8

184.44

226.16

80.3

181.55

1.6

Canada

2

849

179.33

65.9

118.18

176.57

63.9

112.79

4.8

Latin America

4

962

177.99

59.2

105.44

232.98

66.5

154.82

(31.9
)
International

6

1,811

178.65

62.4

111.41

207.10

65.2

135.13

(17.6
)
All Markets -
Constant US$

87

48,357

226.85

80.1

181.70

225.58

79.7

179.81

1.0

Comparable Hotels in Nominal US$

As of September 30, 2017

Year-to-date ended September 30, 2017

Year-to-date ended September 30, 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

Canada

2

849

$
179.33

65.9
%

$
118.18

$
174.32

63.9
%

$
111.35

6.1
%
Latin America

4

962

177.99

59.2

105.44

223.43

66.5

148.48

(29.0
)
International

6

1,811

178.65

62.4

111.41

200.90

65.2

131.08

(15.0
)
Domestic

81

46,546

228.30

80.8

184.44

226.16

80.3

181.55

1.6

All Markets

87

48,357

226.85

80.1

181.70

225.39

79.7

179.66

1.1

Our top performing domestic markets for the quarter were Phoenix and Seattle, with RevPAR growth of 9.2% and 6.6%, respectively. In Phoenix, growth was led by a 12.1% increase in RevPAR at The Westin Kierland Resort & Spa, driven by strong corporate group room nights. Seattle saw gains in both occupancy and rate, with the W Seattle continuing to experience positive effects from the completed rooms renovation last year.

In the southern and central United States, our Florida properties were negatively affected by Hurricane Irma, as just two of our Florida assets remained open throughout the storm. Likewise, our Houston properties were impacted by Hurricane Harvey. RevPAR declined 1.8% due to a shift from transient to group business, mainly related to recovery efforts. Atlanta underperformed the market due to an occupancy decline of 440 basis points, largely due to renovations at three of our properties. Chicago underperformed the portfolio due to soft transient demand and fewer city-wide events.

In the west region, our San Francisco and Denver markets outperformed the portfolio. The San Francisco RevPAR growth was primarily driven by occupancy gains at the San Francisco Marriott Marquis and the San Francisco Marriott Fisherman’s Wharf. RevPAR at our Denver properties increased due to strong group volume. In Hawaii, group and transient rate gains at the Hyatt Regency Maui Resort & Spa were the primary contributor to the RevPAR growth in the market.

On the east coast, our Washington, D.C. properties outperformed the portfolio, while our New York properties were in-line with the portfolio. In Washington, D.C., the RevPAR growth of 1.7% mainly was due to occupancy gains from strong city-wide events. In New York, RevPAR decreased due to rate declines across all the assets, despite an increase in occupancy.

On a constant dollar basis, our international markets experienced a decline in RevPAR of 31.0% for the quarter. The decline was primarily 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.

~~Hotels Sales by~~Hotel Business Mix

~~The majority of our~~Our customers fall into three broad categories: transient, group, and contract ~~business.~~business, which accounted for approximately 65%, 32%, and 3%, respectively, of our full year 2022 room sales. The information below is derived from business mix data for 87the 75 comparable hotels as of ~~our hotels for which business mix data is available from our managers.~~June 30, 2023. For additional detail on our business mix, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10‑K.

For the third quarter, our revenue decline was driven by a decrease in group revenue of 7.0%, with a decline in room nights sold of 6.9% and a decline in average rate of 0.2%. Group volume was negatively impacted by the shift of both Jewish holidays into the third quarter in 2017, as well as the difficult comparison with the OlympicsImprovements in the ~~third~~second quarter compared to second quarter of 2016 for our properties in Brazil. Transient revenue declined 1.0%, despite a 1.3% increase in room nights, as hotels sought to replace lost group rooms through discount channels. Contract business was our strongest performing segment with a 20.2% increase in revenue due to a 21.8% increase in room nights. This performance was due to additional airline contracts at hotels in markets where new supply or demand concerns warranted negotiating multi-year contracts at favorable rates.

~~Year-to-date, group and transient revenue declined by 0.5% and 0.1%, respectively. The decline in group revenue was~~2022 were primarily driven ~~by a 1.9% decrease in corporate groups and a 0.5% decrease in association group, partially offset~~ by an increase in ~~other~~ group business, through increases in rate. At the same time, the recovery in business transient demand continued, driven by demand from small and medium-sized businesses, which ~~includes social, military, education, religious, fraternal~~accounted for a greater share of demand as compared to large-companies than prior to the COVID-19 pandemic.

The following are the results of our transient, group and ~~youth and amateur sports teams. Our strongest performing segment year-to-date was~~ contract ~~business, which grew 19.7%.~~business:


	Quarter ended June 30, 2023									Year-to-date ended June 30, 2023
	Transient business			Group business			Contract business			Transient business			Group business			Contract business
Room nights (in thousands)		1,517			1,085			174			2,849			2,123			332
Percentage change in room nights vs. same period in 2022		(0.8	)%		0.0	%		12.6	%		3.7	%		22.5	%		12.0	%
Rooms revenues (in millions)	$	517		$	292		$	33		$	992		$	593		$	62
Percentage change in revenues vs. same period in 2022		0.8	%		4.2	%		23.8	%		6.4	%		30.7	%		30.2	%

Liquidity and Capital Resources

Liquidity and Capital Resources of Host Inc. and Host L.P. The liquidity and capital resources of Host Inc. and Host L.P. are derived primarily from the activities of Host L.P., which generates the capital required by our business from hotel operations, the incurrence of debt, the issuance of OP units or the sale of ~~properties.~~hotels. Host Inc. is a REIT, and its only significant asset is the ownership of ~~partnership~~general and limited partner interests of Host L.P.; therefore, its financing and investing activities are conducted through Host L.P., except for the issuance of its common and preferred stock. Proceeds from common and preferred stock issuances by Host Inc. are contributed to Host L.P. in exchange for common and preferred OP units. Additionally, funds used by Host Inc. to pay dividends or to repurchase its stock are provided by Host L.P. Therefore, while we have noted those areas in which it is important to distinguish between Host Inc. and Host L.P., we have not included a separate discussion of liquidity and capital resources as the discussion below applies to both Host Inc. and Host L.P.

Overview. We look to maintain a capital structure and liquidity profile with an appropriate balance of cash, debt, and equity ~~in order~~ to provide financial flexibility given the inherent volatility of the lodging industry.We believe this strategy ~~will result~~has resulted in a ~~lower overall~~better cost of debt capital, ~~allow~~allowing us to complete opportunistic investments and acquisitions and ~~will position~~positioning us to manage potential declines in operations throughout the lodging cycle. We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of hotels that are encumbered by mortgage debt. Currently, only one of our consolidated hotels is encumbered by mortgage debt. Over the past several years leading up to the COVID-19 pandemic, we ~~have~~had decreased our leverage as measured by our net debt-to-EBITDA ratio and reduced our debt service obligations, leading to an increase in our fixed charge coverage ratio.

~~We intend to use available cash predominantly for acquisitions or other investments in our portfolio. If~~ As a result, we ~~are unable to find appropriate investment opportunities, we will consider other uses for our cash, such as a return of capital through dividends or common stock repurchases,~~were well positioned at the amounts of which will be determined by our operations and other market factors. Significant factors we review to determine the amount and timing of common stock repurchases include our current stock price compared to our determinationonset of the ~~underlying value of our assets, current~~COVID-19 pandemic with sufficient liquidity and ~~forecast operating results~~financial flexibility to withstand the severe slowdown in U.S. economic activity and lodging demand brought on by the ~~completion of hotel sales.~~

We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of assets that are encumbered by mortgage debt. Currently, none of our consolidated hotels are encumbered by mortgage debt. We have access to multiple types of financing, as all of our debt consists of senior notes and borrowings under our credit facility, none of which are collateralized by specific hotels.pandemic. We believe ~~that~~ we have sufficient liquidity ~~and access~~ to ~~capital markets in order to take advantage of opportunities to enhance our portfolio, withstand declines in operating cash flow, pay near-term debt maturities, and~~ fund ~~our~~corporate expenses, capital expenditures ~~programs. We may continue~~and dividends and remain well positioned to ~~access capital markets if favorable conditions exist in order~~execute additional investment transactions to ~~enhance our liquidity and to fund cash needs.~~the extent opportunities arise.

Cash Requirements. We use cash for acquisitions, capital expenditures, debt payments, operating costs, and corporate and other expenses, as well as for dividends and distributions to stockholders and to OP unitholders, respectively, and stock and OP unit repurchases. We have no significant debt maturities until April 2024. 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. ~~On October 16, 2017, we paid a dividend of $0.20 per share on Host Inc.’s common stock, which totaled approximately $148 million.~~

Capital Resources. As of ~~September~~June 30, ~~2017,~~2023, we had ~~$789~~$802 million of cash and cash ~~equivalents.~~equivalents, $213 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our 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~~including our ability to incur debt, pay dividends, make distributions and make ~~investments)~~investments, is contingent on our ability to maintain compliance with the financial covenants of ~~such indebtedness,~~our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

~~If, at any time, we determine that market conditions~~Two programs are ~~favorable, after taking into account~~currently in place relating to potential purchases or sales of our ~~liquidity requirements, we may cause Host L.P. to issue senior notes or debentures exchangeable for shares of Host Inc.~~ common stock. ~~Given the total amount of~~Under our debt and our maturity schedule, we will continue to redeem or refinance senior notes and mortgage debt from time to time, taking advantage of favorable market conditions. In February 2017, Host Inc.’s Board of Directors authorized repurchases of up to $250 million of senior notes and mortgage debt other than in accordance with its terms, of which the entire amount remains available under this authority. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. Repurchases of debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any refinancing or retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the acceleration of previously deferred financing costs. In addition, while we intend to use any available cash predominantly for acquisitions or other investments in our hotel portfolio, to the extent we do not identify appropriate investments, we may elect in the future to use available cash for other purposes, including share repurchases, subject to market conditions. Accordingly, in light of our priorities in managing our capital structure and liquidity profile and given prevailing conditions and relative pricing in the capital markets, we may, at any time, subject to applicable securities laws, be considering, or be in discussions with respect to thecommon stock repurchase ~~or issuance of exchangeable debentures and/or senior notes or the repurchase or sale of common stock. Any such transactions may, subject to applicable securities laws, occur simultaneously.~~

~~Additionally, in February 2017, Host Inc.’s Board of Directors authorized a new~~ program, ~~to repurchase up to $500 million of Host Inc. common stock. The~~ common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market 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 Exchange Act of 1934, as amended. The plan does not obligate us to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion. There were no share repurchases during the second quarter. At June 30, 2023, we had $923 million available for repurchase under our program.

In addition, on May 31, 2023, we entered into a distribution agreement with 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 pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We ~~have not repurchased any~~may sell shares of Host Inc. common stock under this ~~program.~~program from time to time based on market conditions, although we are not under an obligation to sell any shares. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued during the first half of 2023. As of June 30, 2023, there was $600 million of remaining capacity under the agreement.

Given the total amount of our debt and our maturity schedule, we may continue to redeem or repurchase senior notes from time to time, taking advantage of favorable market conditions. In February 2023, Host Inc.’s Board of Directors authorized repurchases of

up to $1.0 billion of senior notes other than in accordance with their respective terms, of which the entire amount remains available under this authority. We may purchase senior notes with cash through open market purchases, privately negotiated transactions, a tender offer, or, in some cases, through the early redemption of such securities pursuant to their terms. Repurchases of debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the accelerated expensing of previously deferred and capitalized financing costs. Accordingly, considering our priorities in managing our capital structure and liquidity profile, and given prevailing conditions and relative pricing in the capital markets, we may, at any time, subject to applicable securities laws and the requirements of our credit facility and senior notes indentures, be considering, or be in discussions with respect to, the repurchase or issuance of exchangeable debentures and/or senior notes or the repurchase or sale of our common stock. Any such transactions may, subject to applicable securities laws, occur simultaneously.

We continue to explore potential acquisitions and dispositions. We anticipate that any such future acquisitions will be funded primarily by proceeds from sales of hotels, but also potentially from equity offerings of Host Inc., issuances of OP units by Host L.P., or available cash. Given the nature of these transactions, we can make no assurances that we will be successful in acquiring any one or more hotels that we may review, bid on or negotiate to purchase or that we will be successful in disposing of any one or more of our hotels. We may acquire additional hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders.

Sources and Uses of Cash. Our sources of cash generally include cash from operations, proceeds from debt and equity issuances, and proceeds from ~~asset~~hotel sales. Uses of cash include acquisitions, ~~investments in our joint ventures,~~ capital expenditures, operating costs, debt repayments, and repurchases of shares and distributions to equity holders.

Cash Provided by ~~Operations.~~ ~~Our~~Operating Activities. Year-to-date in 2023, net cash provided by ~~operations decreased $51~~operating activities was $820 million compared to ~~$864~~$708 million for ~~the year-to-date ended September 30, 2017~~2022. The $112 million increase in 2023 was primarily driven by improved operations at our hotels compared to ~~the same period of 2016, due to an increase~~2022.

Cash Used in ~~interest expense and taxes paid.~~

~~Cash Provided by (Used in)~~ Investing Activities. Net cash used in investing activities was ~~$200~~$275 million during ~~the first three quarters of 2017~~2023 year-to-date compared to ~~net cash provided by investing activities of $15~~$60 million for ~~the first three quarters of 2016.~~2022. Cash used in investing activities during year-to-date 2023 primarily ~~consisted~~related to $323 million of capital expenditures ~~for~~and investment in our ~~existing portfolio and the acquisition of The Don CeSar, W Hollywood and the~~ ~~Miami Marriott Biscayne Bay ground lease~~ ~~in 2017.~~joint ventures. Cash used ~~for renewal and replacement~~in investing activities during year-to-date 2022 primarily related to $240 million of capital expenditures ~~for the first three quarters of 2017~~ and ~~2016 was $155 million and $222 million, respectively, while cash used for capital expenditures invested~~an investment in ~~ROI/redevelopment projects and acquisition capital expenditures during the same period was $53 million and $192 million, respectively. This use of cash was offset partially~~a joint venture. Cash provided by ~~proceeds from~~investing activities includes the sale of ~~four~~one hotel in 2023 and three hotels in ~~2017 and ten hotels~~2022, with 2023 proceeds of $34 million primarily related to the sale of The Camby, Autograph Collection, which is net of a $72 million loan issued to the buyer in ~~2016.~~

~~The following tables summarize significant acquisitions and dispositions that have been completed as of October 31, 2017 (in millions):~~connection with the sale.

Transaction Date

Description of Transaction

Investment

Acquisitions

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
)

Total acquisitions

$
(471
)

Transaction Date

Description of Transaction

Net Proceeds⁽¹⁾

Sales Price

Dispositions

September
2017

Disposition of Sheraton Indianapolis at Keystone Crossing

$
64

$
66

July
2017

Disposition of the 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

Total dispositions

$
472

___________

~~(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)~~

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

Cash Used in Financing Activities. Year-to-date ~~2017,~~in 2023, net cash used in financing activities was ~~$244~~$396 million compared to ~~net cash used of $789~~$715 million for ~~the year-to-date 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 ~~dividend payments~~common stock dividends and common stock repurchases. In year-to-date 2022, cash used in financing activities included the repayment of ~~mortgage debt, while 2016 also included~~ the ~~repurchase of Host Inc. common stock.~~credit facility revolver.

~~The following tables summarize significant issuances, net of deferred financing costs and issuance~~ ~~discounts, or repayments of debt, including premiums, that have been completed through~~ ~~October 31, 2017~~ ~~(in millions~~):

Transaction Date

Description of Transaction

Net Proceeds

Debt Issuances

March
2017

Proceeds from the issuance of $400 million 3.875% Series G senior notes

$
395

Total issuances

$
395

Transaction

Transaction Date

Description of Transaction

Amount

Debt Repayments

July
2017

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

$
(69
)
January - September
2017

Net repayment on the revolver portion of credit facility

(39
)

Total cash repayments

$
(108
)

The following table summarizes significant equity transactions that have been completed through ~~October 31, 2017~~August 2, 2023 (in millions):


Transaction Date		Description of Transaction	Transaction Amount
Equity of Host Inc.
January - July	2023	Dividend payments⁽¹⁾⁽²⁾	$	(420	)
March	2023	Repurchase of 3.2 million shares of Host Inc. common stock		(50	)
		Cash payments on equity transactions	$	(470	)

___________

(1)

In connection with the dividend payments, Host L.P. made distributions of $426 million to its common OP unit holders.

(2)

Includes the fourth quarter 2022 dividend that was paid in January 2023.

Debt

Transaction

Transaction Date

Description of Transaction

Amount

Equity of Host Inc.

January - October
2017

Dividend payments⁽¹⁾⁽²⁾

$
(628
)

Cash payments on equity transactions

$
(628
)
___________

~~(1)~~

~~In connection with the dividends, Host L.P. made distributions of $635 million to its common OP unit holders.~~

~~(2)~~

~~Includes the cash payment for the fourth quarter 2016 dividend that was paid in January 2017.~~

~~Debt~~

As of ~~September~~June 30, ~~2017,~~2023, our total debt was ~~$4.0~~$4.2 billion, with ana weighted average interest rate of ~~3.9%~~4.5% and ana weighted average maturity of ~~5.4~~4.7 years. Additionally, ~~70%~~76% of our debt has a fixed rate of interest and ~~none~~only one of our consolidated hotels ~~are~~is encumbered by mortgage debt.

Financial Covenants

On January 4, 2023, we entered into the 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 co-syndication agents, and certain other agents and lenders. The credit facility allows for revolving borrowings in an aggregate principal amount of up to $1.5

billion. The revolver also includes a foreign currency subfacility for Canadian dollars, Australian dollars, Euros, British 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 peso borrowings. The credit facility also provides for 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 and a subfacility of up to $100 million for issuances of letters of credit. Host L.P. also has the option to add in the future $500 million of commitments which may be used for additional revolving credit facility borrowings and/or term 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 January 4, 2027, which date may be extended by up to a year, one $500 million term loan tranche has an initial maturity date of January 4, 2027, which date may be extended up to a year and the second $500 million term loan tranche has a maturity date of January 4, 2028, which date may not be extended. The exercise of any extension options is subject to certain various conditions, including the payment of an extension fee. The new credit facility also converted the underlying reference rate from LIBOR to SOFR plus a credit spread adjustment of 10 basis points. The credit facility includes a sustainability pricing adjustment that can result in a change in the interest rate applicable to borrowings. The adjustments will be determined based on our performance against targets established in the credit facility related to green building certifications and electricity used at all our consolidated properties that is generated by renewable resources. As of June 30, 2023, we achieved a milestone in the progress towards our renewable energy goal, resulting in a 2.5 basis point reduction in the interest rate on the outstanding term loans.

Credit Facility Covenants. Our credit facility contains certain important financial covenants concerning allowable leverage, unsecured interest coverage, and required fixed charge coverage. ~~There were no changes to these financial covenants in connection with the May 2017 amendment and restatement of the credit facility.~~ Total debt used in the calculation of our ~~leverage~~ ratio of consolidated total debt to consolidated EBITDA (our “Leverage Ratio”) is based on a “net debt” concept, ~~under~~pursuant to which cash and cash equivalents in excess of $100 million are deducted from our total debt balance for purposes of measuring compliance. ~~To the extent that no amounts are outstanding under the credit facility, breaching these covenants is not an event of default thereunder.~~

~~We are~~At June 30, 2023, we were in compliance with all of our financial covenants under the credit facility. The following table summarizes the results of the financial tests required by the credit facility, ~~as of September 30, 2017:~~which are calculated on a trailing twelve-month basis:


	Actual Ratio			Covenant Requirement for all years
Leverage ratio		~~2.3~~2.2	x	Maximum ratio of 7.25x
Fixed charge coverage ratio		~~6.5~~8.0	x	Minimum ratio of 1.25x
Unsecured interest coverage ratio ⁽¹⁾⁽¹⁾		~~9.6~~9.3	x	Minimum ratio of 1.75x
~~___________~~

___________

~~(1)~~

~~If, at any time, our leverage ratio exceeds 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 will decrease to 1.50x.

Senior Notes Indenture Covenants

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

~~We are in compliance with all of the financial covenants applicable to our Series D, Series E, Series F and Series G senior notes.~~ The following table summarizes the results of the financial tests required by the ~~senior notes~~ indentures for our ~~Series D, Series E, Series F and Series G~~ senior notes and our actual credit ratios as of ~~September~~June 30, ~~2017:~~2023:


	Actual Ratio			Covenant Requirement
Unencumbered assets tests		~~493~~491	%	Minimum ratio of 150%
Total indebtedness to total assets		20	%	Maximum ratio of 65%
Secured indebtedness to total assets	<1	%1	%	Maximum ratio of 40%
EBITDA-to-interest coverage ratio		9.1	x	Minimum ratio of 1.5x

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

The terms of our senior notes that were issued before we attained an investment grade rating contained provisions providing that many of the restrictive covenants in the senior notes indenture would not apply should Host L.P. attain an investment grade rating. Accordingly, because our senior notes currently are rated investment grade by both Moody’s and Standard & Poor’s, the covenants in our senior notes indenture (for all series prior to the Series D senior notes) that previously limited our ability to incur indebtedness or pay dividends no longer are applicable. Even if we were to lose the investment grade rating, however, we would be in compliance with all of our financial covenants under the senior notes indenture. The following table summarizes the actual credit ratios for our existing senior notes (other than the Series D, Series E, Series F and Series G senior notes) as of September 30, 2017 and the covenant requirements contained in the senior notes indenture that would be applicable at such times as our existing senior notes no longer are rated investment grade by either Moody’s or Standard & Poor’s:

	Actual Ratio*			~~Covenant Requirement~~
~~Unencumbered assets tests~~		~~499~~	%	~~Minimum ratio of 125%~~
~~Total indebtedness to total assets~~		20	%	~~Maximum ratio of 65%~~
~~Secured indebtedness to total assets~~	<1		%	~~Maximum ratio of 45%~~
~~EBITDA-to-interest coverage ratio~~		~~9.1~~	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 with respect to covenant ratios, our actual ratios for the two sets of senior notes are slightly different.

For additional ~~detail~~details on our credit facility and senior notes, including the terms of the Amendments, see our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

Dividend Policy

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital ~~gain,~~gains, to its stockholders in order to maintain its qualification as a ~~REIT, including taxable income recognized for federal income tax purposes but with regard to which we do not receive cash.~~REIT. Funds used by Host Inc. to pay dividends on its common stock are provided ~~through~~by distributions from Host L.P. As of ~~September~~June 30, ~~2017,~~2023, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by ~~third party~~unaffiliated limited partners. Each Host L.P. common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock based on the conversion ratio. The conversion ratio is 1.021494 shares of Host Inc. common stock for each Host L.P. common OP unit.

Investors should ~~take into account~~consider the non-controlling ~~interest~~interests in the Host L.P. common OP units when analyzing ~~common~~ dividend payments by Host Inc. to its stockholders, as these Host L.P. common OP unitholders share ~~on a pro rata basis,~~ in cash distributed by Host L.P. to all of its common OP ~~unitholders.~~unitholders, on a pro rata basis. 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 unaffiliated Host L.P. common OP unitholders.

Host Inc.’s policy on common dividends generally is to distribute, over time, 100% of its taxable income, which primarily is dependent ~~primarily~~ on Host Inc.’s results of operations, as well as tax gains and losses on ~~property~~hotel sales. On June 14, 2023, Host Inc. ~~paid~~'s Board of Directors announced a regular quarterly cash dividend of ~~$0.20~~$0.15 per share on ~~its~~Host Inc.'s common ~~stock~~stock. The dividend was paid on ~~October 16, 2017~~July 17, 2023 to stockholders as of record on ~~September 29, 2017.~~June 30, 2023. All future dividends are subject to ~~approval by Host Inc.’s~~ Board of Directors. 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 decide in the future to use available cash for other items, such as common stock repurchases or increased dividends, the amount of which dividends could be in excess of taxable income.approval.

~~European Joint Venture~~

At September 30, 2017, hotel investments by the Euro JV total approximately €1.5 billion, with €0.7 billion of mortgage debt. All of the mortgage debt of the Euro JV is non-recourse to us and our partners and a default thereunder does not trigger a default under any of our debt. Our investment, total partners’ funding, and debt outstanding as of September 30, 2017 are as follows:

Host's Net Investment

Total Partner Funding

% of Total Commitment

Debt balance

Host's Portion of Non-Recourse Debt

(in millions)

(in millions)

(in millions)

(in millions)

Euro JV Fund I

€
124

€
463

67
%
⁽¹⁾
€
305

€
98

Euro JV Fund II

91

301

67
%

394

132

€
215

€
764

€
699

€
230

___________

~~(1)~~

~~The remaining commitment for Fund I is limited to investments in the current portfolio of hotels, including capital expenditures and debt repayments.~~

~~The following table sets forth operating statistics for the 10 Euro JV hotels consisting of 3,902 rooms as of September 30, 2017 and 2016, all of which are comparable:~~

Comparable Euro JV Hotels in Constant Euros

Quarter ended
September 30,

Year-to-date ended September 30,

2017

2016

Change

2017

2016

Change

Average room rate

€
222.07

€
223.65

(0.7
)%

€
217.66

€
215.71

0.9
%
Average occupancy

81.9
%

78.8
%

310
bps

78.3
%

74.3
%

410
bps
RevPAR

€
181.94

€
176.25

3.2
%

€
170.48

€
160.18

6.4
%

The Euro JV’s comparable hotel RevPAR increased approximately 3.2% and 6.4% on a constant Euro basis for the third quarter and year-to-date, respectively, primarily due to improvement in occupancy driven by group performance.

Critical Accounting ~~Policies~~Estimates

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts 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 that 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 on an ongoing basis. We base our estimates on experience and on various other assumptions that we believe ~~to be~~are reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016. For a detailed discussion of the new accounting standards, see “Note 2. Summary of Significant Accounting Policies” in this quarterly report.~~2022.

Comparable Hotel Operating Statistics and Results

Effective January 1, 2023, the Company ceased presentation of All Owned Hotel results and returned to a comparable hotel presentation for its hotel level results. Management believes 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 ~~quarter-to-quarter~~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:~~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.

~~(i)~~

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

~~(ii)~~

~~that have not sustained substantial property damage or business interruption, or undergone large-scale capital projects (as defined further 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 of 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 property insurance and business interruption 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 ~~on September~~as of June 30, ~~2017, 87~~2023, 75 have been classified as comparable hotels. The operating results of the following hotels that we owned as of ~~September~~June 30, ~~2017~~2023 are excluded from comparable hotel results for these ~~periods:~~periods, due to closure of the property:

•

~~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,~~Hurricane Ian beginning in September 2022, reopened in November 2022); 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~~Ritz-Carlton, Naples (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);

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

•

The Phoenician (acquired in June 2015 and, beginning in the second quarter of 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);

~~Axiom Hotel (acquired as the Powell Hotel in January 2014, then closed during 2015 for extensive renovations and~~September 2022, reopened in ~~January 2016);~~

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

~~W Hollywood (acquired March 2017)~~July 2023).

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.33

~~CONSTANT US$, NOMINAL US$ AND CONSTANT EUROS~~Foreign Currency Translation

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 the prior year assuming the results of our foreign operations were translated using the same exchange rates that were effective for the comparable periods in the current year, thereby eliminating the effect of currency fluctuation for the year-over-year comparisons. We believe that 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 estimated effect of changes in foreign currency has been reflected in the actual and forecast results of net income, EBITDA, earnings per diluted share and Adjusted FFO per diluted share. Nominal US$ resultsnon-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.

~~We present RevPAR results for our joint venture in Europe in constant Euros using the same methodology as used for the constant US$ presentation.~~

Non-GAAP Financial Measures

We use certain “non-GAAP financial measures,” which are measures of our historical or future financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. These measures include the following:

•

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization for real estate (“EBITDAre”)and Adjusted EBITDAre, as a measure of performance for Host Inc. and Host L.P.,

•

Funds From Operations (“FFO”) and FFO per diluted share, both calculated in accordance with National Association of Real Estate Investment Trusts (“NAREIT”) guidelines and with certain adjustments from those guidelines, as a measure of performance for Host Inc., and

•

Comparable hotel operating results, as a measure of performance for Host Inc. and Host L.P.

The ~~following~~ discussion below defines these measures and presents why we believe they are useful supplemental measures of our performance.

Set forth below for each such non-GAAP financial measure is a reconciliation of the measure with the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable thereto. We also have included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022 further explanations of the adjustments being made, a statement disclosing the reasons why we believe the presentation of each of the non-GAAP financial measures provide useful information to investors regarding our financial condition and results of operations, the additional purposes for which we use the non-GAAP financial measures and limitations on their use.

EBITDA, EBITDAre and Adjusted ~~EBITDA~~EBITDAre

~~Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”)~~EBITDA

EBITDA is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management

also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for compensation programs.

EBITDAre and Adjusted ~~EBITDA~~EBITDAre

~~Historically, management has adjusted~~We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of our results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment expense for depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating ~~performance and~~performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, ~~(loss),~~ is beneficial to an investor’s ~~complete~~ understanding of our operating performance. Adjusted EBITDAre also is ~~a relevant~~similar to the measure ~~in calculating~~

used to calculate certain credit ~~ratios.~~ratios for our credit facility and senior notes. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted ~~EBITDA:~~EBITDAre:

•

~~Real Estate Transactions~~Property Insurance Gains – We exclude the effect of ~~gains and losses, including the amortization of deferred gains, recorded on the disposition or acquisition of depreciable assets and~~ property insurance gains reflected in our condensed consolidated ~~statement~~statements of operations because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets. In addition, ~~material~~property insurance gains ~~or losses from the depreciated value of the disposed assets~~ could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect ~~its~~the market value ~~(as noted below for FFO).~~

of real estate assets.

•

~~Equity Investment Adjustments~~ – We exclude the equity in earnings (losses) of unconsolidated investments in partnerships and joint ventures as presented in our consolidated statement of operations because it includes our pro rata portion of depreciation, amortization and interest expense, which are excluded from EBITDA. We include our pro rata share of the Adjusted EBITDA of our equity investments as we believe this more accurately reflects the performance of our investments. The pro rata Adjusted EBITDA of equity investments is defined as the EBITDA of our equity investments, adjusted for any gains or losses on property transactions, multiplied by our percentage ownership in the partnership or joint venture.

~~Consolidated Partnership Adjustments~~ – We deduct the non-controlling partners’ pro rata share of the Adjusted EBITDA of our consolidated partnerships as this reflects the non-controlling owners’ interest in the EBITDA of our consolidated partnerships. The pro rata Adjusted EBITDA of non-controlling partners is defined as the EBITDA of our consolidated partnerships, adjusted for any gains or losses on property transactions, multiplied by the non-controlling partners’ percentage ownership in the partnership or joint venture.

~~Cumulative Effect of a Change in Accounting Principle~~ – Infrequently, the Financial Accounting Standards Board (“FASB”) promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments because they do not reflect our actual performance for that period.

~~Impairment Losses~~ – We exclude the effect of impairment expense recorded because we believe that including it in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our assets. In addition, we believe that impairment expense, which is based on historical cost book values, is similar to gains (losses) on dispositions and depreciation expense, both of which also are excluded from EBITDA.

Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the ~~company.~~

Company.

•

Litigation Gains and Losses– We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance.

•

Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties. Situations that would result in a severance add-back include, but are not limited to: (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce. We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business.

In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of ~~our~~the Company’s current operating performance. The last ~~such~~ adjustment of this nature was ~~in 2013.~~a 2013 exclusion of a gain from an eminent domain claim.

The following table provides a reconciliation of ~~the differences between~~ EBITDA, EBITDAre, and Adjusted EBITDA ~~and~~re to net income, the financial measure calculated and presented in accordance with GAAP that we consider the most directly comparable:

Reconciliation of Net Income to EBITDA, EBITDAreand Adjusted EBITDAre for Host Inc. and Host L.P.

(in millions)

Quarter ended
September 30,

Year-to-date ended
September 30,

2017

2016

2017

2016

Net income ⁽¹⁾

$
105

$
108

$
478

$
643

Interest expense

43

38

125

116

Depreciation and amortization

176

182

534

541

Income taxes

42

19

63

42

EBITDA ⁽¹⁾

366

347

1,200

1,342

Gain on dispositions ⁽²⁾

(58
)

(12
)

(101
)

(242
)
Gain on property insurance settlement

(1
)

—

(1
)

(1
)
Acquisition costs

—

—

1

—

Equity investment adjustments:

Equity in earnings of affiliates

(4
)

(8
)

(19
)

(19
)
Pro rata Adjusted EBITDA of equity investments

16

17

55

51

Consolidated partnership adjustments:

Pro rata Adjusted EBITDA attributable to non-
controlling partners in other consolidated
partnerships

(2
)

(2
)

(7
)

(8
)
Adjusted EBITDA ⁽¹⁾

$
317

$
342

$
1,128

$
1,123

___________

~~(1)~~

Net Income, EBITDA, Adjusted EBITDA, NAREIT FFO and Adjusted FFO include a gain of $1 million for the quarter ended September 30, 2016, and $1 million and $2 million for the year-to-date periods ended September 30, 2017 and 2016, respectively, for the sale of the portion of land attributable to individual units sold by the Maui timeshare joint venture.

~~(2)~~

~~Reflects the sale of four hotels in 2017 and ten hotels in 2016.~~


	Quarter ended June 30,						Year-to-date ended June 30,
	2023			2022			2023			2022
Net income	$	214		$	260		$	505		$	378
Interest expense		45			37			94			73
Depreciation and amortization		168			162			337			334
Income taxes		14			39			12			23
EBITDA		441			498			948			808
Gain on dispositions⁽¹⁾		—			(1	)		(69	)		(13	)
Equity investment adjustments:
Equity in earnings of affiliates		(4	)		(2	)		(11	)		(4	)
Pro rata EBITDAre of equity investments⁽²⁾		9			11			22			21
EBITDAre		446			506			890			812
Adjustments to EBITDAre:
Gain on property insurance settlement		—			(6	)		—			(6	)
Adjusted EBITDAre	$	446		$	500		$	890		$	806

___________

(1) Reflects the sale of one hotel in 2023 and three hotels in 2022.

(2) Unrealized gains of our unconsolidated investments are not recognized in our EBITDAre, Adjusted EBITDAre, NAREIT FFO or Adjusted FFO until they have been realized by the unconsolidated partnership.

FFO Measures

We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings ~~(loss)~~ per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. Effective January 1, 2019, we adopted NAREIT’s

definition of FFO included in NAREIT’s Funds From Operations White Paper – 2018 Restatement. NAREIT defines FFO as net income ~~(loss)~~ (calculated in accordance with GAAP), excluding ~~gains (losses) from sales of~~depreciation and amortization related to certain real estate assets, gains and losses from the ~~cumulative effect~~sale of ~~changes~~certain real estate assets, gains and losses from change in ~~accounting principles,~~control, impairment expense of certain real ~~estate-related depreciation, amortization~~estate assets and ~~impairments,~~investments and adjustments for consolidated partially-owned entities and unconsolidated ~~partnerships and joint ventures.~~affiliates. Adjustments for consolidated partially-owned entities and unconsolidated ~~partnerships and joint ventures~~affiliates are calculated to reflect our pro rata share of the FFO of those entities on the same basis.

We also present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of diluted earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s ~~complete~~ understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share:

•

Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write-off of deferred financing costs from the original issuance of the debt being redeemed or retired and incremental interest expense incurred during the refinancing period. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs.

•

Company.

•

Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance.

•

Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties. Situations that would result in a severance add-back include, but are not limited to, (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce. We do not add back corporate-level severance costs or severance costs at an individual hotel that we consider to be incurred in the normal course of business.

In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of our current operating performance. ~~The last such~~For example, in 2017, as a result of the reduction of the U.S. federal corporate income tax rate from 35% to 21% 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 ~~was in 2013.~~to reduce our deferred tax assets and to increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our ongoing operating performance and, therefore, we excluded this item from Adjusted FFO.

The following table provides a reconciliation of the differences between our non-GAAP financial measures, NAREIT FFO and Adjusted FFO (separately and on a per diluted share basis), and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:

Host Inc. Reconciliation of ~~Net Income~~Diluted Earnings per Common Share to

NAREIT and Adjusted Funds From Operations per Diluted Share

(in millions, except per share amount)

Quarter ended
September 30,

Year-to-date ended
September 30,

2017

2016

2017

2016

Net income ⁽¹⁾

$
105

$
108

$
478

$
643

Less: Net income attributable to non-controlling
     interests

(1
)

(1
)

(6
)

(7
)
Net income attributable to Host Inc.

104

107

472

636

Adjustments:

Gain on dispositions ⁽²⁾

(58
)

(12
)

(101
)

(242
)
Tax on dispositions

22

—

22

9

Gain on property insurance settlement

(1
)

—

(1
)

(1
)
Depreciation and amortization

175

181

532

538

Equity investment adjustments:

Equity in earnings of affiliates

(4
)

(8
)

(19
)

(19
)
Pro rata FFO of equity investments

11

13

39

38

Consolidated partnership adjustments:

FFO adjustment for non-controlling partnerships

(1
)

(1
)

(2
)

(3
)
FFO adjustments for non-controlling interests of
     Host L.P.

(1
)

(2
)

(6
)

(3
)
NAREIT FFO ⁽¹⁾

247

278

936

953

Adjustments to NAREIT FFO:

Acquisition costs

—

—

1

—

Loss on debt extinguishment

—

—

1

—

Adjusted FFO ⁽¹⁾

$
247

$
278

$
938

$
953

For calculation on a per share basis⁽³⁾:

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

739.0

741.1

738.7

745.2

NAREIT FFO and Adjusted FFO per diluted share

$
.33

$
.37

$
1.27

$
1.28

___________


	Quarter ended June 30,						Year-to-date ended June 30,
	2023			2022			2023			2022
Net income	$	214		$	260		$	505		$	378
Less: Net income attributable to non-controlling interests		(4	)		(4	)		(8	)		(6	)
Net income attributable to Host Inc.		210			256			497			372
Adjustments:
Gain on dispositions⁽¹⁾		—			(1	)		(69	)		(13	)
Gain on property insurance settlement		—			(6	)		—			(6	)
Depreciation and amortization		168			162			336			333
Equity investment adjustments:
Equity in earnings of affiliates		(4	)		(2	)		(11	)		(4	)
Pro rata FFO of equity investments⁽²⁾		6			8			16			17
Consolidated partnership adjustments:
FFO adjustments for non-controlling interests of Host L.P.		(3	)		(1	)		(4	)		(4	)
NAREIT FFO		377			416			765			695
Adjustments to NAREIT FFO:
Loss on debt extinguishment		—			—			4			—
Adjusted FFO	$	377		$	416		$	769		$	695

For calculation on a per share basis:⁽³⁾

Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO		713.2			717.0			714.2			716.8
Diluted earnings per common share	$	0.29		$	0.36		$	0.70		$	0.52
NAREIT FFO per diluted share	$	0.53		$	0.58		$	1.07		$	0.97
Adjusted FFO per diluted share	$	0.53		$	0.58		$	1.08		$	0.97

___________

~~(1-2)~~

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

~~(3)~~

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.

(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 minority 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

We present certain operating results offor 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. ~~For an explanation of which~~Our comparable hotel results present operating results for our hotels without giving effect to dispositions or properties ~~we consider~~that experienced closures due to ~~be “comparable hotels”, see~~renovations or property damage, as discussed in “Comparable Hotel Operating ~~Statistics”~~Statistics and Results” above. We present comparable hotel EBITDA to help us and our investors evaluate the ongoing operating performance of our comparable hotels after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization expense). Corporate-level costs and expenses also are removed to arrive at property-level results. We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented 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.

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. While management believes that presentation of comparable hotel results is a 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 our hotels, as these decisions are based on data for individual hotels and are not based on comparable hotel results in the aggregate. For these reasons, we believe comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.

The following tables ~~presents~~present certain operating results and statistics for our ~~comparable~~ hotels for the periods presented herein and a reconciliation of the differences between comparable ~~hotel~~Hotel EBITDA, a non-GAAP financial measure, and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable. Similar reconciliations of the differences between (i) ~~comparable~~ hotel revenues and (ii) our revenues as calculated and presented in accordance with GAAP (each of which is used in the applicable margin calculation), and between (iii) ~~comparable~~ hotel expenses and (iv) operating costs and expenses as calculated and presented in accordance with GAAP, also are ~~also~~ included in the reconciliation:

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

(in millions, except hotel statistics)

Quarter ended
September 30,

Year-to-date ended
September 30,

2017

2016

2017

2016

Number of hotels

87

87

87

87

Number of rooms

48,357

48,357

48,357

48,357

Change in comparable hotel RevPAR -

     Constant US$

(1.8
)%

—

1.0
%

—

     Nominal US$

(1.7
)%

—

1.1
%

—

Operating profit margin ⁽¹⁾

10.1
%

11.1
%

13.4
%

13.0
%
Comparable hotel EBITDA margin ⁽¹⁾

26.1
%

26.85
%

28.0
%

27.9
%
Food and beverage profit margin ⁽¹⁾

22.9
%

23.5
%

31.1
%

29.8
%
Comparable hotel food and beverage profit margin ⁽¹⁾

22.9
%

23.3
%

30.9
%

29.9
%

Net income

$
105

$
108

$
478

$
643

Depreciation and amortization

176

182

534

541

Interest expense

43

38

125

116

Provision for income taxes

42

19

63

42

Gain on sale of property and corporate level
      income/expense

(39
)

7

(45
)

(185
)
Non-comparable hotel results, net⁽²⁾

(31
)

(41
)

(140
)

(147
)
Comparable hotel EBITDA

$
296

$
313

$
1,015

$
1,010


	Quarter ended June 30,						Year-to-date ended June 30,
	2023			2022			2023			2022
Number of hotels		75			75			75			75
Number of rooms		41,031			41,031			41,031			41,031
Change in comparable hotel Total RevPAR		3.8	%		—			16.9	%		—
Change in comparable hotel RevPAR		2.7	%		—			14.9	%		—
Operating profit margin⁽¹⁾		17.9	%		23.7	%		17.9	%		18.3	%
Comparable hotel EBITDA margin⁽¹⁾		32.7	%		37.1	%		32.6	%		34.1	%
Food and beverage profit margin⁽¹⁾		36.6	%		39.5	%		37.1	%		36.6	%
Comparable hotel food and beverage profit margin⁽¹⁾		36.9	%		39.8	%		37.2	%		37.2	%

Net income	$	214		$	260		$	505		$	378
Depreciation and amortization		168			162			337			334
Interest expense		45			37			94			73
Provision for income taxes		14			39			12			23
Gain on sale of property and corporate level income/expense		6			10			(53	)		17
Severance expense at hotel properties		—			—			—			2
Property transaction adjustments⁽²⁾		—			(3	)		(3	)		16
Non-comparable hotel results, net⁽³⁾		2			(15	)		(4	)		(48	)
Comparable hotel EBITDA	$	449		$	490		$	888		$	795

Quarter ended September 30, 2017

Quarter ended September 30, 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

$
860

$
(71
)

$
—

$
789

$
879

$
(76
)

$
—

$
803

Food and beverage

314

(35
)

—

279

336

(40
)

—

296

Other

80

(12
)

—

68

80

(13
)

—

67

Total revenues

1,254

(118
)

—

1,136

1,295

(129
)

—

1,166

Expenses

Room

227

(18
)

—

209

225

(19
)

—

206

Food and beverage

242

(27
)

—

215

257

(30
)

—

227

Other

459

(43
)

—

416

471

(51
)

—

420

Depreciation and amortization

176

—

(176
)

—

182

—

(182
)

—

Corporate and other expenses

24

—

(24
)

—

28

—

(28
)

—

Gain on insurance and business
interruption settlements

(1
)

1

—

—

(12
)

12

—

—

Total expenses

1,127

(87
)

(200
)

840

1,151

(88
)

(210
)

853

Operating Profit - Comparable
Hotel EBITDA

$
127

$
(31
)

$
200

$
296

$
144

$
(41
)

$
210

$
313

Year-to-date ended September 30, 2017

Year-to-date ended September 30, 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

$
2,643

$
(244
)

$
—

$
2,399

$
2,655

$
(275
)

$
—

$
2,380

Food and beverage

1,152

(133
)

—

1,019

1,183

(148
)

—

1,035

Other

248

(45
)

—

203

255

(54
)

—

201

Total revenues

4,043

(422
)

—

3,621

4,093

(477
)

—

3,616

Expenses

Room

676

(58
)

—

618

674

(68
)

—

606

Food and beverage

794

(90
)

—

704

830

(104
)

—

726

Other

1,424

(140
)

—

1,284

1,447

(173
)

—

1,274

Depreciation and amortization

534

—

(534
)

—

541

—

(541
)

—

Corporate and other expenses

79

—

(79
)

—

82

—

(82
)

—

Gain on insurance and business
interruption settlements

(6
)

6

—

—

(15
)

15

—

—

Total expenses

3,501

(282
)

(613
)

2,606

3,559

(330
)

(623
)

2,606

Operating Profit - Comparable
Hotel EBITDA

$
542

$
(140
)

$
613

$
1,015

$
534

$
(147
)

$
623

$
1,010

___________

~~(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 tables.

~~(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 spaces and other non-hotel income.

___________

(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 unaudited condensed consolidated statements of operations. Comparable hotel margins are calculated using amounts presented in the following tables, which include reconciliations to the applicable GAAP results:

~~Item 3.~~

~~Quantitative and Qualitative Disclosures about Market Risk~~


	Quarter ended June 30, 2023												Quarter ended June 30, 2022
				Adjustments												Adjustments
	GAAP Results			Non-comparable hotel results, net ⁽⁴⁾			Depreciation and corporate level items			Comparable Hotel Results			GAAP Results			Property transaction adjustments ⁽³⁾			Non-comparable hotel results, net ⁽⁴⁾			Depreciation and corporate level items			Comparable Hotel Results
Revenues
Room	$	850		$	(8	)	$	—		$	842		$	850		$	(8	)	$	(22	)	$	—		$	820
Food and beverage		415			(9	)		—			406			405			(3	)		(18	)		—			384
Other		128			(1	)		—			127			126			—			(6	)		—			120
Total revenues		1,393			(18	)		—			1,375			1,381			(11	)		(46	)		—			1,324
Expenses
Room		201			(2	)		—			199			189			(3	)		(3	)		—			183
Food and beverage		263			(7	)		—			256			245			(1	)		(13	)		—			231
Other		485			(11	)		—			474			440			(4	)		(15	)		—			421
Depreciation and amortization		168			—			(168	)		—			162			—			—			(162	)		—
Corporate and other expenses		30			—			(30	)		—			25			—			—			(25	)		—
Gain on insurance and business interruption settlements		(3	)		—			—			(3	)		(7	)		—			—			6			(1	)
Total expenses		1,144			(20	)		(198	)		926			1,054			(8	)		(31	)		(181	)		834
Operating Profit - Comparable hotel EBITDA	$	249		$	2		$	198		$	449		$	327		$	(3	)	$	(15	)	$	181		$	490


	Year-to-date ended June 30, 2023															Year-to-date ended June 30, 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	$	1,670		$	(5	)	$	(18	)	$	—		$	1,647		$	1,505		$	—		$	(13	)	$	(57	)	$	—		$	1,435
Food and beverage		846			(2	)		(18	)		—			826			702			—			—			(42	)		—			660
Other		258			—			(3	)		—			255			248			—			4			(13	)		—			239
Total revenues		2,774			(7	)		(39	)		—			2,728			2,455			—			(9	)		(112	)		—			2,334
Expenses
Room		394			(1	)		(4	)		—			389			349			—			(13	)		(9	)		—			327
Food and beverage		532			(1	)		(13	)		—			518			445			—			(3	)		(27	)		—			415
Other		956			(2	)		(18	)		—			936			837			(2	)		(9	)		(28	)		—			798
Depreciation and amortization		337			—			—			(337	)		—			334			—			—			—			(334	)		—
Corporate and other expenses		61			—			—			(61	)		—			48			—			—			—			(48	)		—
Gain on insurance and business interruption settlements		(3	)		—			—			—			(3	)		(7	)		—			—			—			6			(1	)
Total expenses		2,277			(4	)		(35	)		(398	)		1,840			2,006			(2	)		(25	)		(64	)		(376	)		1,539
Operating Profit - Comparable hotel EBITDA	$	497		$	(3	)	$	(4	)	$	398		$	888		$	449		$	2		$	16		$	(48	)	$	376		$	795

(2) Property transaction adjustments represent the following items: (i) the elimination of results of operations of hotels sold or held-for-sale as of June 30, 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 June 30, 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 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Sensitivity

As of ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016, 70% and 65%, respectively,~~2022, 76% of our outstanding debt bore interest at fixed rates. To manage interest rate risk applicable to our debt, we may enter into interest rate swaps or caps. The interest rate derivatives into which we may enter are strictly to hedge interest rate risk, and are not for trading purposes. ~~The percentages above reflect the effect~~As of ~~any derivatives into which~~June 30, 2023, we do not have ~~entered to manage~~any interest rate ~~risk. No interest rate hedging transactions were entered into during the first three quarters of 2017.~~derivatives outstanding. See Item 7A of our most recent Annual Report on Form 10–~~K and Note 8 – “Fair Value Measurements” in this quarterly report.~~K.

Exchange Rate Sensitivity

As we have operations outside of the United States (specifically, the ownership of hotels in Brazil and Canada and ~~Mexico and our~~a minority ~~investments~~investment in ~~the Euro JV and~~ a joint venture in India), currency exchange risks arise in the normal course of our business. To manage the currency exchange risk, we may enter into forward or option contracts or hedge our investment through the issuance of foreign currency denominated debt. No foreign currency hedging transactions were entered into during 2023. We currently have three foreign currency forward ~~sale~~purchase contracts ~~for~~with a total notional amount of ~~$70 million. No forward purchase contracts were entered into during the first three quarters of 2017.~~

CAD 99 million ($75 million), which will mature in August and September 2023. The foreign currency exchange agreements into which we have entered are strictly to hedge foreign currency risk and are not for trading purposes. In addition to the forward sales contracts, we have designated $128 million of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. As a result, currency translation adjustments in the designated credit facility draws are recorded to other comprehensive income (loss), which adjustments offset a portion of the translation adjustment related to our international investments.

See Item 7A of our most recent Annual Report on Form ~~10-K~~10-K.

Item 4. Controls and ~~Note 8 – “Fair Value Measurements” in this quarterly report.~~Procedures

~~Item 4.~~

~~Controls and Procedures~~

Controls and Procedures (Host Hotels & Resorts, Inc.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes to Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures (Host Hotels & Resorts, L.P.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes to Internal Control over Financial Reporting

PART II. OTHER INFORMATION

It~~em 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (Host Hotels & Resorts, Inc.)

On ~~February 22, 2017, Host Inc. announced a~~August 3, 2022, the Board of Directors authorized an increase in the amount authorized under the Company’s share repurchase program from the existing $371 remaining available to ~~repurchase up to $500 million of common stock.~~$1 billion. The common stock may be purchased from time to time depending upon market conditions and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, ~~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 Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion. ~~No repurchases were made in the first three quarters of 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

Approximate Dollar Value of
Common Shares that May Yet Be Purchased Under the Plans or Programs
(in millions)

July 1, 2017 – July 31, 2017

—

$
—

—

$
500

August 1, 2017 – August 31, 2017

—

—

—

500

September 1, 2017 – September 30, 2017

—

—

—

500

Total

—

$
—

—

$
500


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)
April 1, 2023 – April 30, 2023		—	$	—		—	$	923
May 1, 2023 – May 31, 2023		—		—		—		923
June 1, 2023 – June 30, 2023		—		—		—		923
Total		—	$	—		—	$	923

Issuer Purchases of Equity Securities (Host Hotels & Resorts, L.P.)

Period

Total Number of
Host L.P. Common OP Units Purchased

Average Price
Paid per Common OP Unit

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

Approximate Dollar Value
of Units that May Yet Be
Purchased Under the Plans
or Programs (in millions)

~~July~~April 1, ~~2017~~2023 – ~~July 31, 2017~~April 30, 2023

37,035*4,953

1.021494 shares of Host Hotels & Resorts, Inc. common stock

––—

~~August~~May 1, ~~2017~~2023 – ~~August~~May 31, ~~2017~~2023

2,879*23,691

1.021494 shares of Host Hotels & Resorts, Inc. common stock

––—

~~September~~June 1, ~~2017~~2023 – ~~September~~June 30, ~~2017~~2023

13,055*115,219

1.021494 shares of Host Hotels & Resorts, Inc. common stock

––—

Total

52,969*143,863

––—

___________

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

~~Issuer Sales of Unregistered Securities (Host Hotels & Resorts, Inc.)~~

~~On July 5, 2017, Host Inc. issued 15,322 shares of~~*Reflects common ~~stock to Fidelity Investments Charitable Gift Fund~~OP units offered for redemption by limited partners in exchange for ~~15,000 OP units~~shares of Host ~~L.P. held~~Inc.'s common stock.

Item 5. Other Information

During the period covered by ~~Fidelity Investments Charitable Gift Fund. All shares were issued pursuant to the private placement exemption from registration provided by Section 4(2)~~this report, no director or officer of the ~~Securities Act. The number~~Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of ~~shares issued was based on the current conversion factor of 1.021494 common shares per OP unit.~~Regulation S-K.

~~Item 6.~~

Ex~~hibits~~

Item 6. 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 other ~~party~~parties 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 date as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representation and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

The exhibits listed on the accompanying Exhibit Index are filed as part of this report and such Exhibit Index is incorporated herein by reference.


Exhibit No.		Description

10.		Material Contracts
10		~~Material Contracts~~
10.9
~~10.1~~		~~Form~~Distribution Agreement, dated May 31, 2023, 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 ~~Director~~America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and ~~Officer Indemnification Agreement~~Wells Fargo Bank, National Association, as forward purchasers (incorporated by reference to Exhibit ~~10.1~~1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc. ~~and~~, filed on May 31, 2023).

10.11*		Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts ~~L.P. Current Report on Form 8-K, filed July 21, 2017).~~2020 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards.

1210.12*		~~Statements re Computation of Ratios~~

12.1*		~~Computation~~Form of ~~Ratios of Earnings to Fixed Charges~~Restricted Stock Unit Agreement for use under the Host Hotels & Resorts ~~Inc.~~2020 Comprehensive Stock and Cash Incentive Plan for performance objectives based vesting awards.

12.2*31		~~Computation of Ratios of Earnings to Fixed Charges for Host Hotels & Resorts, L.P.~~


31		Rule 13a-14(a)/15d-14(a) Certifications

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc.

31.3*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P.

31.4*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P.

32		Section 1350 Certifications

32.1†*		Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc.


32.2†*		Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P.

101		XBRL

~~101.INS~~101.SCH		~~XBRL Instance Document.~~ ~~Submitted electronically with this report.~~

~~101.SCH~~		Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.

101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.

~~Exhibit No.~~		~~Description~~
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 (formatted as inline XBRL and contained in Exhibit 101).

~~Attached as Exhibit 101 to this report are the~~The following ~~documents~~materials, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016,~~2022, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, for Host Hotels & Resorts, Inc.; (iv) the Condensed Consolidated Statements of Cash Flows for the Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, for Host Hotels & Resorts, Inc.; (v) the Condensed Consolidated Statements of Operations for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, for Host Hotels & Resorts, L.P.; (vi) the Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016,~~2022, respectively, for Host Hotels & Resorts, L.P.; (vii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, for Host Hotels & Resorts, L.P.; (viii) the Condensed Consolidated Statements of Cash Flows for the Year-to-date ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, for Host Hotels & Resorts, L.P.; and (ix) Notes to Condensed Consolidated Financial ~~Statements that have been detail tagged.~~Statements.

*	~~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.

* 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.

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements 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.

~~November 2, 2017~~August 4, 2023			/S~~/ BRIAN~~ ~~G. MACNAMARA~~s/ Joseph C. Ottinger
			~~Brian G. Macnamara~~Joseph C. Ottinger Senior Vice President, Corporate Controller ~~(Principal Accounting Officer and duly authorized officer)~~

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements 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, L.P. By: HOST HOTELS & RESORTS, INC., its general partner

~~November 2, 2017~~August 4, 2023			/S~~/ BRIAN~~ ~~G. MACNAMARA~~s/ Joseph C. Ottinger
			~~Brian G. Macnamara~~Joseph C. Ottinger Senior Vice President, Corporate Controller of Host Hotels & Resorts, Inc., general partner of Host Hotels & Resorts, L.P. ~~(Principal Accounting Officer and duly authorized officer)~~

	September 30, 2017		December 31, 2016
Common OP units outstanding (millions)		8.3		8.6
Market price per Host Inc. common share	$	18.49	$	18.84
Shares issuable upon conversion of one common OP unit		1.021494		1.021494
Redemption value (millions)	$	157	$	165
Historical cost (millions)		82		84
Book value (millions) ⁽¹⁾		157		165
___________

Historical Income Statement Data:
	Quarter ended September 30,									Year-to-date ended September 30,
	2017			2016			Change			2017			2016			Change
Total revenues	$	1,254		$	1,295			(3.2	)%	$	4,043		$	4,093			(1.2	)%
Net income		105			108			(2.8	)%		478			643			(25.7	)%
Operating profit		127			144			(11.8	)%		542			534			1.5	%
Operating profit margin under GAAP		10.1	%		11.1	%		(100	bps)		13.4	%		13.0	%		40	bps
Adjusted EBITDA ⁽¹⁾	$	317		$	342			(7.3	)%	$	1,128		$	1,123			0.4	%

Diluted earnings per share		0.14			0.14		—				0.64			0.85			(24.7	)%
NAREIT FFO and Adjusted FFO per diluted share ⁽¹⁾		0.33			0.37			(10.8	)%		1.27			1.28			(0.8	)%


Comparable Hotel Data:
	2017 Comparable Hotels ⁽²⁾
	Quarter ended September 30,									Year-to-date ended September 30,
	2017			2016			Change			2017			2016			Change
Comparable hotel revenues ⁽¹⁾	$	1,136		$	1,166			(2.6	)%	$	3,621		$	3,616			0.1	%
Comparable hotel EBITDA ⁽¹⁾		296			313			(5.3	)%		1,015			1,010			0.5	%
Comparable hotel EBITDA margin ⁽¹⁾		26.1	%		26.85	%		(75	bps)		28.0	%		27.9	%		10	bps
Change in comparable hotel RevPAR - Constant US$		(1.8	)%								1.0	%
Change in comparable hotel RevPAR - Nominal US$		(1.7	)%								1.1	%
Change in comparable domestic RevPAR		(0.7	)%								1.6	%
Change in comparable international RevPAR - Constant US$		(31.0	)%								(17.6	)%
___________

	Quarter ended September 30,				Year-to-date ended September 30,
	2017		2016		2017		2016
General and administrative costs	$	21	$	26	$	70	$	74
Non-cash stock-based compensation expense		3		2		8		8
Litigation accruals and acquisition costs, net		—		—		1		—
Total	$	24	$	28	$	79	$	82

	As of September 30, 2017				Quarter ended September 30, 2017							Quarter ended September 30, 2016
Market	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Hawaii		3		1,682	$	325.44		92.4	%	$	300.75	$	316.67		92.5	%	$	292.77		2.7	%
Seattle		2		1,315		267.84		93.6			250.75		258.78		90.9			235.26		6.6
New York		8		6,961		271.00		91.3			247.53		280.23		89.8			251.75		(1.7	)
San Francisco		4		2,912		256.52		89.4			229.21		252.99		86.8			219.71		4.3
Boston		4		3,185		244.72		88.5			216.68		242.48		90.5			219.42		(1.2	)
San Diego		3		2,981		225.90		86.5			195.47		213.13		91.4			194.80		0.3
Los Angeles		7		2,843		214.72		87.7			188.40		216.17		86.9			187.75		0.3
Chicago		6		2,392		204.47		88.5			180.94		216.88		87.0			188.71		(4.1	)
Denver		2		735		190.27		88.6			168.50		189.33		85.5			161.91		4.1
Washington, D.C.		12		6,024		193.93		82.5			160.05		193.50		81.4			157.43		1.7
Atlanta		5		1,939		189.32		75.9			143.69		189.85		80.3			152.43		(5.7	)
Florida		8		4,559		181.83		62.1			112.92		182.06		68.0			123.72		(8.7	)
Houston		4		1,716		168.11		66.3			111.49		167.78		67.7			113.58		(1.8	)
Phoenix		4		1,518		142.34		65.7			93.47		147.53		58.0			85.57		9.2
Other		9		5,784		160.58		71.9			115.42		169.12		71.5			120.96		(4.6	)
Domestic		81		46,546		219.88		81.6			179.38		221.01		81.8			180.69		(0.7	)

Canada		2		849		192.87		79.4			153.11		198.84		76.7			152.45		0.4
Latin America		4		962		167.13		58.7			98.08		299.89		67.9			203.58		(51.8	)
International		6		1,811		181.13		68.4			123.87		249.47		72.0			179.62		(31.0	)
All Markets - Constant US$		87		48,357		218.65		81.1			177.30		221.95		81.4			180.65		(1.8	)

Comparable Hotels in Nominal US$
	As of September 30, 2017				Quarter ended September 30, 2017							Quarter ended September 30, 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
Canada		2		849	$	192.87		79.4	%	$	153.11	$	191.03		76.7	%	$	146.46		4.5	%
Latin America		4		962		167.13		58.7			98.08		290.57		67.9			197.25		(50.3	)
International		6		1,811		181.13		68.4			123.87		240.91		72.0			173.45		(28.6	)
Domestic		81		46,546		219.88		81.6			179.38		221.01		81.8			180.69		(0.7	)
All Markets		87		48,357		218.65		81.1			177.30		221.67		81.4			180.41		(1.7	)

	As of September 30, 2017				Year-to-date ended September 30, 2017							Year-to-date ended September 30, 2016
Market	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Hawaii		3		1,682	$	339.86		90.9	%	$	308.79	$	326.28		91.4	%	$	298.38		3.5	%
New York		8		6,961		263.14		86.7			228.26		268.49		86.4			232.10		(1.7	)
San Francisco		4		2,912		260.60		84.6			220.45		264.71		84.7			224.10		(1.6	)
Seattle		2		1,315		242.23		86.8			210.24		226.40		81.8			185.30		13.5
Boston		4		3,185		237.07		82.5			195.54		231.85		82.1			190.45		2.7
San Diego		3		2,981		223.18		84.3			188.08		210.42		86.0			181.05		3.9
Washington, D.C.		12		6,024		224.01		80.8			181.02		212.48		79.6			169.20		7.0
Los Angeles		7		2,843		208.11		85.1			177.05		206.35		84.5			174.42		1.5
Florida		8		4,559		235.84		73.2			172.56		230.87		75.5			174.35		(1.0	)
Chicago		6		2,392		197.01		79.6			156.82		201.88		77.6			156.57		0.2
Phoenix		4		1,518		208.06		74.1			154.14		213.44		68.4			146.04		5.5
Atlanta		5		1,939		192.65		78.1			150.46		192.39		79.4			152.70		(1.5	)
Denver		2		735		181.43		82.1			149.03		181.35		76.0			137.85		8.1
Houston		4		1,716		179.40		71.8			128.87		182.61		73.6			134.44		(4.1	)
Other		9		5,784		177.70		74.2			131.85		180.51		72.4			130.72		0.9
Domestic		81		46,546		228.30		80.8			184.44		226.16		80.3			181.55		1.6

Canada		2		849		179.33		65.9			118.18		176.57		63.9			112.79		4.8
Latin America		4		962		177.99		59.2			105.44		232.98		66.5			154.82		(31.9	)
International		6		1,811		178.65		62.4			111.41		207.10		65.2			135.13		(17.6	)
All Markets - Constant US$		87		48,357		226.85		80.1			181.70		225.58		79.7			179.81		1.0

Comparable Hotels in Nominal US$
	As of September 30, 2017				Year-to-date ended September 30, 2017							Year-to-date ended September 30, 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
Canada		2		849	$	179.33		65.9	%	$	118.18	$	174.32		63.9	%	$	111.35		6.1	%
Latin America		4		962		177.99		59.2			105.44		223.43		66.5			148.48		(29.0	)
International		6		1,811		178.65		62.4			111.41		200.90		65.2			131.08		(15.0	)
Domestic		81		46,546		228.30		80.8			184.44		226.16		80.3			181.55		1.6
All Markets		87		48,357		226.85		80.1			181.70		225.39		79.7			179.66		1.1

Transaction Date		Description of Transaction			Investment
Acquisitions
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	)
		Total acquisitions			$	(471	)

Transaction Date		Description of Transaction	Net Proceeds⁽¹⁾		Sales Price
Dispositions
September	2017	Disposition of Sheraton Indianapolis at Keystone Crossing	$	64	$	66
July	2017	Disposition of the 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
		Total dispositions	$	472
___________

Transaction Date		Description of Transaction	Net Proceeds
Debt Issuances
March	2017	Proceeds from the issuance of $400 million 3.875% Series G senior notes	$	395
		Total issuances	$	395

			Transaction
Transaction Date		Description of Transaction	Amount
Debt Repayments
July	2017	Repayment of A$86 mortgage loan on the Hilton Melbourne South Wharf	$	(69	)
January - September	2017	Net repayment on the revolver portion of credit facility		(39	)
		Total cash repayments	$	(108	)

	Host's Net Investment		Total Partner Funding		% of Total Commitment				Debt balance		Host's Portion of Non-Recourse Debt
	(in millions)		(in millions)						(in millions)		(in millions)
Euro JV Fund I	€	124	€	463		67	%	⁽¹⁾	€	305	€	98
Euro JV Fund II		91		301		67	%			394		132
	€	215	€	764					€	699	€	230
___________

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)
July 1, 2017 – July 31, 2017		—	$	—		—	$	500
August 1, 2017 – August 31, 2017		—		—		—		500
September 1, 2017 – September 30, 2017		—		—		—		500
Total		—	$	—		—	$	500