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

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

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.

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

As of November ~~4, 2020,~~2, 2021, there were ~~705,330,433~~714,035,318 shares of Host Hotels & Resorts, Inc.’s common stock, $.01 par value per share, outstanding.

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

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

The substantive difference between 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 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, ~~2019~~2020 under the heading “Explanatory Note.”

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:

In 2021, non-cash consideration for the acquisition of the Four Seasons Resort Orlando at Walt Disney World® Resort included the assumption of hotel-level liabilities of approximately $24 million, consisting primarily of advance deposits received from guests for future stays that were retained by the seller.

In connection with the sale of a parcel of land adjacent to The Phoenician hotel in 2020, we received as consideration a note receivable for $9$9 million. The proceeds received in 2020 from the sale are net of this note receivable. The note receivable was collected in January 2021.

~~Non-cash consideration for the acquisition of the 1 Hotel South Beach in 2019 included the issuance of $23 million of Host L.P. preferred OP units and $3 million of Host L.P. common OP units.~~

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:

~~Non-cash consideration for the acquisition of the 1 Hotel South Beach in 2019 included the issuance of $23 million of Host L.P. preferred OP units and$3 million of Host L.P. common OP units.~~

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 30, ~~2020,~~2021, Host Inc. holds approximately ~~99%~~99% of Host L.P.’s partnership interests.

The COVID-19 pandemic has had a significant adverse impact on U.S. and global economic activity and has contributed to significant volatility in financial markets beginning in the first quarter of 2020. ~~The adverse economic impact continues as various~~While many of the restrictive measures ~~remain~~put in place in ~~many~~ jurisdictions where we own hotels ~~including quarantines, restrictions on travel, school closings, limitations on the size of gatherings and/or restrictions on types of business that may continue to operate. As a result,~~have been lifted, the COVID-19 pandemic continues to negatively impact ~~almost every industry directly or indirectly, including having a severe impact on~~ the U.S. lodging industry generally and our company specifically.

At the start of the pandemic, we suspended operations at 35 ~~hotels and, as~~ hotels. As of September 30, ~~2020,~~2021, all hotels that previously suspended operations ~~remain suspended at 9 of these hotels. The ongoing effects of COVID-19 on our~~have resumed operations and ~~future bookings~~are currently open. While the U.S. economic recovery has accelerated and hotel operations have ~~had, and will continue~~improved during each quarter of the year, the pandemic continues to have a material negative impact on our financial results and cash ~~flows, and such negative impact may continue well after restrictive measures imposed by federal, state, local and other government authorities to contain the outbreak have been lifted.~~flows. In ~~September~~ 2020, we drew down ~~$746 million~~$1.5 billion on the revolver portion of our credit facility as a precautionary measure in order to increase our cash position and preserve financial flexibility. We are continuing to take ~~further~~ measures to ~~preserve~~maintain our liquidity, including operating expense reductions ~~capital expenditures deferrals,~~and the suspension of ~~future~~ dividends and ~~suspension of~~ common stock repurchases. We also have reached agreements with our hotel managers to temporarily suspend furniture, fixture and equipment (“FF&E”) replacement fund contributions for our hotels and to defer certain hotel initiatives and brand standards.

Due to the ongoing effects of COVID-19 on our operations, as of September 30, 2020, our EBITDA-to-interest coverage ratio fell below the required terms of our senior notes indenture. As such, we no longer~~areable to incur additional debt while the ratio is below these required terms.~~

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

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with 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, ~~2019.~~

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

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

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of September 30, ~~2020,~~2021, and the results of our operations for the quarter and year-to-date periods ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and cash flows for the year-to-date periods ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Interim results are not necessarily indicative of full year performance because of the effect of seasonal variations as well as the impact from the COVID-19 pandemic.

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

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 shares granted, and other non-controlling interests that have the option to convert their limited partner interests to Host L.P. common OP units. No effect is shown for any securities that are anti-dilutive. We have ~~7.3~~7.1 million Host L.P. common OP units, which are convertible into ~~7.4~~7.3 million Host Inc. common shares, that are not included in

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

Host Inc.’s calculation of earnings (loss) per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings (loss) per common share is shown below (in millions, except per share amounts):

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

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 presentation of 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 1011 – Geographic Information.

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

Senior Notes. As of September 30, 2021, we have met the minimum financial covenant levels under our senior notes indentures, which reinstates our ability to incur additional debt so long as we maintain these covenant levels and subject to the provisions of our credit facility and senior notes indentures.

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

~~Senior Notes.~~ During the third quarter, we issued $750 million of 3.5% Series I senior notes due September 2030 for proceeds of approximately $733 million, net of discounts, underwriting fees and expenses. Interest is payable semi-annually in arrears on March 15 and September 15, commencing March 15, 2021. The proceeds of this issuance were used to repurchase via a tender offer $364 million (approximately 81%) of the $450 million 4.75% Series C senior notes due 2023 for $390 million, including a prepayment premium of $26 million.

Credit Facility. As of September 30, ~~2020,~~2021, we ~~are below the EBITDA-to-interest coverage ratio covenant requirement~~have $12 million of ~~our senior notes indenture necessary to incur additional debt, and, therefore, we will not be able to incur additional debt until we are in compliance.~~

~~Credit Facility.~~ ~~During the quarter, we drew approximately $746 million on~~available capacity under the revolver portion of our credit facility. On June 26, 2020 and February 9, 2021, we entered into amendments to the existing senior unsecured bank credit facility ~~which fully utilized its available capacity at September 30, 2020. Based on our current unsecured long-term debt rating,~~with Bank of America, N.A., as administrative agent, (collectively, the ~~interest rate applicable~~“Amendments”). The Amendments suspend requirements to ~~outstanding borrowings is LIBOR plus 150 basis points and LIBOR plus 165 basis points~~comply with all existing financial maintenance covenants under the credit facility for the ~~revolver~~period which began on July 1, 2020 and ~~term facilities, respectively. The commitment fee~~ending on the ~~revolver is 25 basis points.~~required financial statement reporting date for the second quarter of 2022 (such period, the “Covenant Relief Period”). Subsequent to quarter end, we terminated the Covenant Relief Period prior to its expiration, as we met the minimum fixed charge coverage ratio required for our first phase-in quarterly test period.

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

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, 2019

$
7

$
7,675

$
(56
)

$
(307
)

$
6

$
7,325

$
142

Net loss

—

—

—

(668
)

—

(668
)

(7
)
Issuance of common stock for
     comprehensive stock plans,
     net

—

7

—

—

—

7

—

Repurchase of common stock

—

(147
)

—

—

—

(147
)

—

Dividends declared on common
     stock

—

—

—

(141
)

—

(141
)

—

Distributions to non-controlling
     interests

—

—

—

—

—

—

(2
)
Changes in ownership and other

—

54

—

1

(1
)

54

(53
)
Other comprehensive loss

—

—

(23
)

—

—

(23
)

—

Balance, September 30, 2020

$
7

$
7,589

$
(79
)

$
(1,115
)

$
5

$
6,407

$
80

	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, June 30, 2020	$	7	$	7,586		$	(74	)	$	(802	)	$	5	$	6,722		$	81
																				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, 2020																				$	7	$	7,568		$	(74	)	$	(1,180	)	$	5	$	6,326		$	108
Net loss		—		—			—			(313	)		—		(313	)		(3	)		—		—			—			(331	)		—		(331	)		(3	)
Issuance of common stock for comprehensive stock plans, net		—		6			—			—			—		6			—			—		8			—			—			—		8			—
Common stock issuances																					—		138			—			—			—		138			—
Changes in ownership and other		—		(3	)		—						—		(3	)		2			—		(14	)		—			—			—		(14	)		14
Other comprehensive loss		—		—			(5	)		—			—		(5	)		—			—		—			(1	)		—			—		(1	)		—
Balance, September 30, 2020	$	7	$	7,589		$	(79	)	$	(1,115	)	$	5	$	6,407		$	80
Balance, September 30, 2021																				$	7	$	7,700		$	(75	)	$	(1,511	)	$	5	$	6,126		$	119


	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, June 30, 2021	$	7	$	7,688	$	(71	)	$	(1,392	)	$	5	$	6,237		$	125
Net loss		—		—		—			(119	)		—		(119	)		(1	)
Issuance of common stock for comprehensive stock plans, net		—		6		—			—			—		6			—
Common stock issuances		—		—		—			—			—		—			—
Changes in ownership and other		—		6		—			—			—		6			(5	)
Other comprehensive loss		—		—		(4	)		—			—		(4	)		—
Balance, September 30, 2021	$	7	$	7,700	$	(75	)	$	(1,511	)	$	5	$	6,126		$	119

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, 2018

$
7

$
8,156

$
(59
)

$
(610
)

$
72

$
7,566

$
128

Net income

—

—

—

840

2

842

9

Issuance of common stock for
     comprehensive stock plans,
     net

—

6

—

—

—

6

—

Repurchase of common stock

—

(400
)

—

—

—

(400
)

—

Dividends declared on common
     stock

—

—

—

(438
)

—

(438
)

—

Distributions to non-controlling
     interests

—

—

—

—

(68
)

(68
)

(5
)
Changes in ownership and other

—

—

—

—

—

—

1

Other comprehensive loss

—

—

(3
)

—

—

(3
)

—

Balance, September 30, 2019

$
7

$
7,762

$
(62
)

$
(208
)

$
6

$
7,505

$
133


	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, 2019	$	7	$	7,675		$	(56	)	$	(307	)	$	6		$	7,325		$	142
Net loss		—		—			—			(668	)		—			(668	)		(7	)
Issuance of common stock for comprehensive stock plans, net		—		7			—			—			—			7			—
Repurchase of common stock		—		(147	)		—			—			—			(147	)		—
Dividends declared on common stock		—		—			—			(141	)		—			(141	)		—
Distributions to non-controlling interests		—		—			—			—			—			—			(2	)
Changes in ownership and other		—		54			—			1			(1	)		54			(53	)
Other comprehensive loss		—		—			(23	)		—			—			(23	)		—
Balance, September 30, 2020	$	7	$	7,589		$	(79	)	$	(1,115	)	$	5		$	6,407		$	80


	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, June 30, 2020	$	7	$	7,586		$	(74	)	$	(802	)	$	5	$	6,722		$	81
Net loss		—		—			—			(313	)		—		(313	)		(3	)
Issuance of common stock for comprehensive stock plans, net		—		6			—			—			—		6			—
Changes in ownership and other		—		(3	)		—			—			—		(3	)		2
Other comprehensive loss		—		—			(5	)		—			—		(5	)		—
Balance, September 30, 2020	$	7	$	7,589		$	(79	)	$	(1,115	)	$	5	$	6,407		$	80

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, June 30, 2019

$
7

$
7,948

$
(56
)

$
(432
)

$
7

$
7,474

$
141

Net income

—

—

—

368

—

368

4

Issuance of common stock for
     comprehensive stock plans,
     net

—

4

—

—

—

4

—

Repurchase of common stock

—

(200
)

—

—

—

(200
)

—

Dividends declared on common
     stock

—

—

—

(144
)

—

(144
)

—

Distributions to non-controlling
     interests

—

—

—

—

(1
)

(1
)

(2
)
Changes in ownership and other

—

10

—

—

—

10

(10
)
Other comprehensive loss

—

—

(6
)

—

—

(6
)

—

Balance, September 30, 2019

$
7

$
7,762

$
(62
)

$
(208
)

$
6

$
7,505

$
133

Capital of Host L.P.

As of September 30, ~~2020,~~2021, Host Inc. is the owner of approximately ~~99%~~99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit. ~~During~~Under the ~~period beginning July 1, 2020 until the required financial statement reporting date for the third quarter of 2021 (such period, the “Covenant Relief Period”),~~credit facility, all redemptions must be made with Host Inc. common ~~stock.~~stock until Host L.P.’s leverage ratio (as calculated under the credit facility) is below 7.25x.

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

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

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

General Partner

Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling interests

Total capital

Limited partnership interests of third parties

Balance, December 31, 2019

$
1

$
7,374

$
(56
)

$
6

$
7,325

$
142

Net loss

—

(668
)

—

—

(668
)

(7
)
Issuance of common OP units to Host
     Inc. for comprehensive stock
     plans, net

—

7

—

—

7

—

Repurchase of common OP units

—

(147
)

—

—

(147
)

—

Distributions declared on common
     OP units

—

(141
)

—

—

(141
)

(2
)
Changes in ownership and other

—

55

—

(1
)

54

(53
)
Other comprehensive loss

—

—

(23
)

—

(23
)

—

Balance, September 30, 2020

$
1

$
6,480

$
(79
)

$
5

$
6,407

$
80


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, December 31, 2020	$	1	$	6,394		$	(74	)	$	5	$	6,326		$	108
Net loss		—		(331	)		—			—		(331	)		(3	)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		8			—			—		8			—
Common OP unit issuances		—		138			—			—		138			—
Changes in ownership and other		—		(14	)		—			—		(14	)		14
Other comprehensive loss		—		—			(1	)		—		(1	)		—
Balance, September 30, 2021	$	1	$	6,195		$	(75	)	$	5	$	6,126		$	119

	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, June 30, 2020	$	1	$	6,790		$	(74	)	$	5	$	6,722		$	81
																	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, June 30, 2021																	$	1	$	6,302		$	(71	)	$	5	$	6,237		$	125
Net loss		—		(313	)		—			—		(313	)		(3	)		—		(119	)		—			—		(119	)		(1	)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		6			—			—		6			—			—		6			—			—		6			—
Common OP unit issuances																		—		—			—			—		—			—
Changes in ownership and other		—		(3	)		—			—		(3	)		2			—		6			—			—		6			(5	)
Other comprehensive loss		—		—			(5	)		—		(5	)		—			—		—			(4	)		—		(4	)		—
Balance, September 30, 2020	$	1	$	6,480		$	(79	)	$	5	$	6,407		$	80
Balance, September 30, 2021																	$	1	$	6,195		$	(75	)	$	5	$	6,126		$	119

General Partner

Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling interests

Total capital

Limited partnership interests of third parties

Balance, December 31, 2018

$
1

$
7,552

$
(59
)

$
72

$
7,566

$
128

Net income

—

840

—

2

842

9

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

—

6

—

—

6

—

Repurchase of common OP units

—

(400
)

—

—

(400
)

—

Distributions declared on common OP units

—

(438
)

—

—

(438
)

(5
)
Distributions to non-controlling
     interests

—

—

—

(68
)

(68
)

—

Changes in ownership and other

—

—

—

—

—

1

Other comprehensive loss

—

—

(3
)

—

(3
)

—

Balance, September 30, 2019

$
1

$
7,560

$
(62
)

$
6

$
7,505

$
133


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, December 31, 2019	$	1	$	7,374		$	(56	)	$	6		$	7,325		$	142
Net loss		—		(668	)		—			—			(668	)		(7	)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		7			—			—			7			—
Repurchase of common OP units		—		(147	)		—			—			(147	)		—
Distributions declared on common OP units		—		(141	)		—			—			(141	)		(2	)
Changes in ownership and other		—		55			—			(1	)		54			(53	)
Other comprehensive loss		—		—			(23	)		—			(23	)		—
Balance, September 30, 2020	$	1	$	6,480		$	(79	)	$	5		$	6,407		$	80

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, June 30, 2019

$
1

$
7,522

$
(56
)

$
7

$
7,474

$
141

Net income

—

368

—

—
��

368

4

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

—

4

—

—

4

—

Repurchase of common OP units

—

(200
)

—

—

(200
)

—

Distributions declared on common
     OP units

—

(144
)

—

—

(144
)

—

Distributions to non-controlling
     interests

—

—

—

(1
)

(1
)

(2
)
Changes in ownership and other

—

10

—

—

10

(10
)
Other comprehensive loss

—

—

(6
)

—

(6
)

—

Balance, September 30, 2019

$
1

$
7,560

$
(62
)

$
6

$
7,505

$
133


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, June 30, 2020	$	1	$	6,790		$	(74	)	$	5	$	6,722		$	81
Net loss		—		(313	)		—			—		(313	)		(3	)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		6			—			—		6			—
Changes in ownership and other		—		(3	)		—			—		(3	)		2
Other comprehensive loss		—		—			(5	)		—		(5	)		—
Balance, September 30, 2020	$	1	$	6,480		$	(79	)	$	5	$	6,407		$	80

Share Repurchases

As of September 30, ~~2020,~~2021, we have ~~$371~~$371 million available for repurchase under our common share repurchase program. In accordance with the ~~terms of~~restrictions in our amended credit facility, ~~waiver,~~ there ~~were~~ have been 0 share repurchases year-to-date in 2021.

Issuance of Common Stock

On May 6, 2021, we entered into a distribution agreement with J. P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, pursuant to which we may issue and sell, from time to time, shares having an aggregate offering price of up to $600 million. The sales will be made in “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. NaN shares were issued during the third ~~quarter~~quarter. Year-to-date, we have issued approximately 7.8 million shares under the program at an average price of ~~2020.~~$17.99 per share, for net proceeds of approximately $138 million. In connection with the common stock issuance by Host Inc., Host L.P. issued 7.6 million common OP units to Host Inc. At September 30, 2021, there was $460 million of remaining capacity under the agreement.

Dividends/Distributions

WeAs part of our response to the COVID-19 pandemic and in order to preserve cash and future financial flexibility, we have suspended our regular quarterly common cash dividends. Additionally, based on the terms of the credit facility amendments, we are restricted from paying a quarterly common cash dividend ~~commencing with~~in excess of $0.01 per share during the ~~second~~Covenant Relief Period, unless a higher amount is required to allow Host Inc. to maintain its REIT status or to avoid the payment of corporate income or excise taxes, until after the covenant waiver period expires. Subsequent to quarter ~~dividend that would have been paid in July 2020.~~end, we terminated the Covenant Relief Period early, as we met the minimum fixed charge coverage ratio required for our first phase-in quarterly test period.


8.	~~Dispositions~~Acquisitions

During the quarter, we acquired the 200-room Baker's Cay Resort Key Largo, Curio Collection by Hilton, for $200 million, a 223-room luxury downtown Houston hotel for $65 million and the 59-room Alila Ventana Big Sur for $150 million.


9.	Dispositions

Subsequent to quarter end, we sold the ~~Newport Beach~~Westfields Marriott ~~Hotel & Spa~~Washington Dulles, San Ramon Marriott, The Westin Buckhead Atlanta, The Westin Los Angeles Airport and The Whitley for ~~$216~~$551 million, including ~~$14~~approximately $11 million for the FF&E replacement ~~funds, and excess land adjacent to The Phoenician hotel~~funds. As of September 30, 2021, these hotels were classified as held for ~~$66 million, and expect to record~~sale. We anticipate recording a ~~combined~~ gain of approximately ~~$200~~$300 million in the fourth quarter. ~~As of September 30, 2020, the Newport Beach Marriott Hotel & Spa was classified as held for sale.~~


9.10.	Fair Value Measurements

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

We did not elect the fair value measurement option for any of our financial liabilities. The fair value of our credit facility is determined based on expected future payments discounted at a risk-adjusted rate. 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 liabilities is shown below (in millions):


	September 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities
Senior notes (Level 1)	$	3,068	$	3,273	$	3,065	$	3,284
Credit facility (Level 2)		2,472		2,483		2,471		2,483

We assess our property and equipment, primarily comprised of hotel properties, for impairment when events or changes in circumstances occur that indicate the carrying value may not be recoverable. Due to the impact of the COVID-19 pandemic on our operations, we performed recoverability assessments on all of our hotel properties. Additionally, during the third quarter, due to changes in expected hold periods, the book value for certain property and equipment exceeded its undiscounted future cash flows. Therefore, we recorded impairment expense of $92 million based on third party assessments of values, including broker estimates and purchase offers, which are considered observable inputs other than quoted prices (Level 2) in the GAAP fair value hierarchy. The impairment expense is included in depreciation and amortization on the condensed consolidated statements of operations. The fair value of the impaired property and equipment following the write-down was $393 million.

September 30, 2020

December 31, 2019

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

Financial liabilities

Senior notes (Level 1)

$
3,150

$
3,195

$
2,776

$
2,953

Credit facility (Level 2)

2,482

2,495

989

1,000

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



~~10.~~11.	Geographic Information

We consider each 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) are ~~immaterial and, with our operating segments, meet the aggregation criteria. Accordingly,~~immaterial. As such, we report ~~1 reportable~~one segment: hotel ownership. Our consolidated foreign operations consist of hotels in 2two countries as of September 30, ~~2020.~~2021. There were no intersegment sales during the periods presented.

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


	Total Revenues								Property and Equipment, net
	Quarter ended September 30,				Year-to-date ended September 30,				September 30,		December 31,
	2021		2020		2021		2020		2021		2020
United States	$	835	$	196	$	1,878	$	1,335	$	10,047	$	9,331
Brazil		3		1		5		6		31		34
Canada		6		1		9		12		46		51
Total	$	844	$	198	$	1,892	$	1,353	$	10,124	$	9,416

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 their carrying amount based on accumulated historical cost or their 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, the redemption value of the common OP units is equivalent to the number of common shares that would be issued upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares. ~~During~~Under the ~~Covenant Relief Period,~~ Amendments,

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

all redemptions must be made with Host Inc. common ~~stock.~~stock until we are in compliance with the leverage ratio financial test required by the credit facility.

Other Consolidated Partnerships. We consolidate 2 majority-owned partnerships that have third-party, non-controlling ownership interests. The ~~third party~~third-party limited partner interests are included in non-redeemable non-controlling interests — other consolidated partnerships on the balance sheets and totaled ~~$5 million and $6~~$5 million as of both September 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

Item 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.

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:

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, ~~2019~~2020 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.

The COVID-19 pandemic has significantly adversely impacted U.S. and global economic activity and has contributed to significant volatility in financial markets beginning in the first quarter of 2020. ~~The adverse economic impact continues as various~~While many of the restrictive measures ~~remain~~put in place in ~~many~~ jurisdictions where we own hotels ~~including quarantines, restrictions on travel, school closings, limitations on the size of gatherings and/or restrictions on types of business that may continue to operate. As a result,~~have been lifted, the pandemic continues to ~~negatively impact almost every industry directly or indirectly, including having~~have a ~~severe impact~~material adverse effect on ~~the U.S. lodging industry generally and our company specifically. The ongoing effects of the pandemic on our~~ operations and future bookings ~~have had,~~ and ~~will~~is expected to continue to have a material negative impact on our financial results and cash ~~flows, and such negative impact may continue well after restrictive measures imposed by federal, state, local and other government authorities to contain the outbreak have been lifted.~~flows.

We have not filed for any relief under the Coronavirus Aid, Relief, and Economic Security Act ~~(CARES Act);~~(“CARES Act”) or the American Rescue Plan Act; however, several of our operators, including Hyatt and Marriott, have filed for the Employee Retention Credit (“ERC”) to partially offset the costs of

their furloughed hotel employees under Title II of the CARES Act, as discussed below. Benefits received by our operators from the ERC related to their employees working at our ~~properties~~hotels ultimately ~~will~~ benefit us as we bear the expense for the wages and benefits of all persons working at our hotels. Benefit costs for furloughed employees did not have a significant impact on the third quarter 2021 results, as they were eligible to be reimbursed through the American Rescue Plan Act, the

reimbursement for which our managers have applied. We also expect that these benefit costs will not have a significant impact on our fourth quarter results.

In response to the pandemic, we and our managers, as applicable, have ~~taken~~accomplished the ~~following actions:~~following:

The impact of the COVID-19 pandemic on the company remains fluid, as does our corporate and property-level response, together with the response of our hotel operators. ~~There~~While vaccination rates have increased during the first three quarters of the year, there remains a great deal of uncertainty surrounding the trends and duration of the COVID-19 pandemic, and we are monitoring developments on an ongoing basis. We, and our hotel managers, may take additional actions in response to future developments.

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

~~Total~~While still well below pre-pandemic levels, total revenues ~~declined $1,064~~increased $646 million, or ~~84.3%~~326.3%, for the third quarter ~~and $2,782 million, or 67.3%, year-to-date~~as compared to the third quarter of 2020 due to ~~the COVID-19 pandemic, as we experienced a sharp decline in group, business and~~strong leisure ~~travel beginning in mid-March 2020. An overall decline in travel as well as the postponement or cancellation of conventions and conferences, music and arts festivals, sporting~~

~~events and other large public gatherings and on-going travel restrictions have significantly reduced~~ demand at our ~~hotels.~~resort hotels and limited return of group business. For the year-to-date, total revenues increased $539 million, or 39.8%, with quarter over quarter improvement in the first three quarters of 2021. All owned hotel RevPAR and Total RevPAR on a constant US$ basis for the quarter ~~declined 84.1%~~increased 307.3% and ~~83.9%~~288.5%, respectively, asdue to increases in occupancy and food and beverage ~~revenues experienced significant declines. Year-to-date,~~revenues. For the year-to-date, all owned hotel RevPAR and Total RevPAR ~~declined 67.2%~~on a constant US$ basis increased 51.5% and ~~65.9%~~38.7%, ~~respectively, as positive results in January and February were offset by significant declines during the subsequent months.~~respectively.

~~All~~During the quarter, all owned hotel Total RevPAR in our Jacksonville, ~~Florida Gulf Coast~~Maui, and ~~Phoenix~~Miami markets ~~declined the least during the quarter, with decreases~~totaled $683, $635 and $334, respectively, representing increases of ~~25.9%~~32.2%, ~~37.4%~~14.6% and ~~61.5%~~13.5%, ~~respectively,~~compared to 2019, due to ~~short-term~~strong leisure ~~demand and limited group business.~~demand. Our hotels in New York and San Francisco/San Jose, ~~and New York,~~ our two largest markets by room count, experienced ~~declines in~~ all owned hotel Total RevPAR of ~~91.0%~~$131 and ~~93.2%~~$104, respectively, representing declines of 61.7% and 65.5%, ~~respectively,~~compared to 2019, as operations at these hotels begin to ramp up following the ~~Grand Hyatt San Francisco remained suspended through the end~~lifting of many of the ~~third quarter and operations at the New York Marriott Downtown remained suspended through mid-August. The largest all~~COVID-19 restrictions previously in place in these markets. All owned hotel Total RevPAR ~~declines occurred in~~was lowest for our ~~Boston and Maui/Oahu markets~~New Orleans property, at $92, a decline of 47.6% compared to 2019, due to the impact of Hurricane Ida.

Operating trends continue to be positive in the third quarter of 2021, as vaccine distribution has continued ~~suspension of~~and many jurisdictions have lifted COVID-19 restrictions. In particular, hotels in Florida, Arizona and Hawaii continue to drive the portfolio, with RevPAR levels that are approaching or exceeding 2019 levels. At the same time, hotel-level operating costs are increasing at lower rates, as hiring did not keep pace with the improvement in operations at these resort destinations. The lag in hiring is due to the ~~Sheraton Boston Hotel and~~challenging labor environment across the industry, coupled with improving occupancy, which has hindered our managers' ability to adjust staffing levels commensurate with the increase in demand. We anticipate that hotel-level operating costs over time will increase at a higher rate, as our ~~three hotels in Maui.~~hotel managers adjust back to more normalized levels of operations.

AsAlthough operations remain below pre-pandemic levels, as a result of continued operational improvements at our hotels since the COVID-19 pandemic ~~beginning~~began in mid-March ~~2020:~~2020, third quarter and year-to-date 2021 results improved when compared to 2020 as follows:

~~The~~ COVID-19 pandemic has severely impacted macroeconomic and industry expectations for ~~2020. Government-imposed stay-at-home orders~~2021, year-over-year growth in real GDP and business investment have seen a strong rebound from 2020, supported by recent stimulus, low interest rates, vaccine distribution, and the lifting of many government-imposed restrictions across the U.S. ~~resulted in unprecedented job losses and a severe decline in economic activity beginning in March. While the economy staged a strong rebound in the third quarter, with~~Blue Chip Economic Indicators consensus ~~estimating~~currently estimates an increase in real GDP of ~~29.1% on a quarter-over-quarter, seasonally adjusted basis, momentum has slowed moving into the fall as stay-at-home-schooling constrains economic activity~~5.7% for some households, further stimulus has stalled in Congress, and parts of the U.S. grapple with a recent surge in outbreaks. The Blue Chip Economic Indicators consensus also currently anticipates a 4.0% decline in real U.S. GDP this year,2021, while business investment is anticipated to ~~fall by 5.9%~~increase 7.9%. ~~While~~Though analysts believe the unemployment rate ~~may have~~ peaked in ~~April,~~2020, it is anticipated to remain elevated ~~throughout the year,~~in 2021, with an expected average of ~~8.4%.~~5.6% for the year. The range of potential outcomes on the economy and the lodging industry specifically isremains exceptionally wide, reflecting ~~both~~ the unprecedented nature of the pandemic and varying analyst assumptions surrounding the ~~trajectory~~impact of ~~infection rates,~~supply chain disruptions, labor shortages in key industries and ~~the timing and efficacy of medical solutions, including the development of a vaccine.~~inflation expectations.

~~Following the sharp rebound in real GDP for the third quarter, Blue Chip Economic Indicators anticipates fourth quarter growth to slow to 3.8%.~~ Hotel supply growth is anticipated to remain ~~muted~~below the long-term historical average in ~~the coming months~~2021, as ~~construction shutdowns halted progress in six states for several weeks over the spring, while~~ social distancing measures and supply chain challenges have resulted in ~~significant~~ project delays across the ~~rest~~U.S. However, the pandemic has had an outsized impact on our industry demand. As a result, RevPAR recovery to pre-pandemic levels is lagging that of the broader U.S. A large percentage of U.S. hotels closed temporarily in the spring, and while many have begun to reopen, we anticipate that the number of permanent hotel closures will be higher than historical averages. However, significant declines in industry demand resulting from reduced economic activity have more than offset the effect of reducedeconomy, despite lower supply ~~resulting in unprecedented occupancy and RevPAR declines.~~growth. Luxury and upper upscale hotels in top U.S. markets, where a majority of our hotels are located, have been most heavily affected by the pandemic, due in part to the sharp decline in air travel, particularly from international arrivals, and the slower recovery of corporate and group demand. While we have seen ~~slightly~~ improving ~~month-over-month~~ trends across all location types, we anticipate that these factors will persist ~~into~~through the ~~fourth quarter and that slowing economic momentum will weigh on growth potential.~~remainder of 2021.

As a result of the significant uncertainties related to ~~election outcomes, health outcomes, further government stimulus~~the impact of new virus variants, the pace of vaccination, particularly for school-aged children, and ~~related policy, and resulting~~ broader macroeconomic trends in ~~the fourth quarter,~~2021, we anticipate that the industry outlook will continue to be weighed down by the ~~slow~~slower return of corporate and group travel, as many businesses ~~likely will~~and employees remain cautious. ~~In addition, consumer confidence~~While strong leisure demand has supported growing investor optimism throughout 2021, the delayed return to office is likely to continue to constrain business transient and group travel in the near term. Therefore, the timing and trajectory of the recovery is difficult to forecast due to a wide range of customer responses to vaccines and the virus, seasonal shifts in the mix of business and leisure demand, ~~will continue to be affected by~~as well as a ~~weakened labor market,~~condensed booking window for hotel rooms. While we currently anticipate RevPAR growth for the ~~recent resurgence in positive cases in some regions, and reduced wealth and spending power. Given the unprecedented and unpredictable nature~~remainder of the ~~pandemic and its effect on our industry,~~year, we ~~are not able to~~cannot provide a full year forecast for RevPAR ~~net income or EBITDA~~ at this time. We believe that the continued recovery within the lodging industry is highly dependent on the strength of the economy, consumer confidence and ~~especially with respect to~~the return of corporate and group ~~travel, the development of a vaccine or strong therapeutic.~~travel. Accordingly, we believe ~~the eventual~~

~~recovery will not likely occur until 2021, at which point it will likely be gradual and~~that the impact of the recovery on specific markets and industries will be uneven.

As noted above, the current outlook for the lodging industry remains highly uncertain. There can be no assurances as to the extent and timing for a recovery in lodging demand for any number of reasons, including, but not limited to, slower than anticipated return of group and business travel.

Balance ~~Sheet.~~Sheet and Financing Transactions. As of September 30, 2021, we had $1.0 billion of cash and cash equivalents. As of September 30, 2021, we have met the minimum financial covenant levels under our senior notes indentures, which reinstates our ability to incur additional debt so long as we maintain these covenant levels and subject to the provisions of our credit facility and senior notes indentures. We also exited our credit facility Covenant Relief Period as discussed in more detail in subsequent sections.

Acquisitions. During the third quarter, we ~~issued $750~~acquired the 200-room Baker's Cay Resort Key Largo, Curio Collection by Hilton, for $200 million, ~~of 3.5% Series I senior notes due September 2030~~a 223-room luxury downtown Houston hotel for ~~proceeds of approximately $733~~$65 million ~~net of discounts, underwriting fees~~ and ~~expenses.~~the 59-room Alila Ventana Big Sur for $150 million. The ~~proceeds of such issuance were used to repurchase through a tender offer $364 million (approximately 81%)~~downtown Houston hotel has been renamed The Laura Hotel, part of the ~~$450 million 4.75% Series C senior notes due 2023 for $390 million, including a prepayment premium of $26 million.~~

~~We also drew $746 million under~~Autograph Collection by Marriott, and will be managed by HEI Hotels & Resorts. It is expected to open in the revolver portion of our credit facility, which fully utilized its available capacity. Our quarterly-tested financial covenants were waived beginning July 1, 2020 until the required financial statement reporting date for the thirdfourth quarter of 2021. ~~As of September 30, 2020, we had $2.4 billion of cash and cash equivalents.~~

Dispositions. Subsequent to quarter end, we sold the ~~Newport Beach~~Westfields Marriott ~~Hotel & Spa~~Washington Dulles, San Ramon Marriott, The Westin Buckhead Atlanta, The Westin Los Angeles Airport and The Whitley for ~~$216~~$551 million, including ~~$14~~approximately $11 million for the FF&E replacement funds, and sold excess land adjacent to The Phoenician hotel for $66 million. The credit facility requires that we use the net proceeds from debt issuances and asset sales in excess of $350 million to first repay borrowings under the revolver and, in excess of $700 million in proceeds, to repay the revolver and term loans on a pro rata basis, subject to certain exceptions. As a result of restrictions under the waiver, a portion of the proceeds from the issuance of the Series I senior notes, the Newport Beach Marriott Hotel & Spa sale and the land sale at the Phoenician may be required to repay the revolving credit facility or to repay other debt.funds.

Capital Projects. We reduced our capital plan for renewal and replacement capital projects while prioritizing major capital projects for those assets and markets which are expected to recover faster, such as leisure and drive-to destinations, as well as previously announced major return on investment projects. We are utilizing the low occupancy environment to accelerate certain projects and minimize future disruption.

During the first three quarters of ~~2020,~~2021, we spent approximately ~~$262~~$201 million on ROI capital projects and ~~$122~~$92 million on renewal and replacement ~~projects, representing approximately 78% of the total capital expenditures projects planned for the year.~~projects. For full year ~~2020,~~2021, we expect total capital expenditures of ~~$475~~$410 million to ~~$510~~$465 million. This total amount consists of ROI projects of approximately ~~$325~~$285 million to ~~$340~~$320 million and renewal and replacement expenditures of ~~$150~~$125 million to ~~$170~~$145 million. ROI projects include approximately ~~$175~~$115 million to ~~$180~~$140 million for the Marriott transformational capital program discussed ~~below, which is reduced by approximately $20 million as a result of savings on completed projects and construction timing.~~below.

During the third quarter, we completed the development of the multi-year renovation at the New York Marriott Marquis, including all 1,966 guestrooms, over 140,000 square feet of meeting space, the addition of a skybridge and a renovated lobby with new bars and upgraded restaurants. Additionally, we completed the multi-year renovation at the Orlando World Center Marriott, including all 2,010 guestrooms, a redesigned 18th hole at the golf course and an updated lobby. The projects at both properties were part of the Marriott transformational capital program, discussed below.

We have made substantial progress on the ~~four-year~~ Marriott transformational capital program, which ~~now~~began in 2018 and is expected to be substantially complete by the end of 2022, and includes 16 of our ~~properties after the sale of the Newport Beach Marriott Hotel & Spa and began in 2018.~~hotels. We believe this program will position these hotels to be more competitive in their respective markets and will enhance long-term performance through increases in RevPAR and market yield index. We agreed to invest amounts in excess of the FF&E reserves required under our management agreements and, in exchange, Marriott has provided additional priority returns on the agreed upon investments and operating profit guarantees of up to $83 million, before reductions for incentive management fees, to offset expected business disruption.~~On average, we expect to spend approximately $175 million per year. Over 60%~~ Approximately 79% of the total estimated costs of the ~~transformational capital~~ program have been spent as of September 30, ~~2020.~~2021, and we expect to complete approximately 85% of the program by the end of 2021. Of the 16 ~~properties~~hotels included in the program, we have completed projects at the Coronado Island Marriott Resort & Spa, New York Marriott Downtown, San Francisco Marriott Marquis, and Santa Clara Marriott in 2019 and projects at the Minneapolis Marriott City Center, ~~and~~ San Antonio Marriott Rivercenter ~~as of September 30, 2020. We also expect to complete the~~and JW Marriott Atlanta Buckhead ~~renovation by~~in 2020. So far during 2021, we have completed the ~~end of 2020.~~projects at The Ritz-Carlton Amelia Island, New York Marriott Marquis and Orlando World Center Marriott and we expect to substantially complete the projects at Houston Marriott Medical Center.

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

The COVID-19 pandemic ~~has resulted~~began to significantly impact hotel operations beginning in ~~a significant decline in operations in the first three quarters~~mid-March of 2020. However, RevPAR has increased ~~slightly each month~~ during ~~the third quarter,~~2021, from ~~$22.94~~$44.29 in ~~July~~January to ~~$34.64~~$126.23 in September. ~~By comparison, RevPAR was $185.03 for the third quarter of 2019.~~ There can be no assurances that the ~~month-over-month~~ increases in RevPAR will continue. ~~The following presents the monthly hotel operating results for the full portfolio during the periods presented:~~

~~The following presents the monthly hotel operating results for the hotels without suspended operations during the periods presented:~~

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

~~The significant decline~~While still below pre-pandemic levels, operations have improved in ~~revenues was due predominately~~the third quarter of 2021 compared to ~~the impact of the COVID-19 pandemic,~~2020. This has impacted operations as follows:

Rooms. Total rooms revenues ~~decreased $704~~increased $431 million ~~or 84.8%, and $1,805 million, or 68.9%,~~ for the quarter and ~~year-to-date, respectively.~~increased $424 million, or 52.2%, year-to-date.

Food and beverage. Total food and beverage (“F&B”) revenues ~~decreased $310 million, or 90.9%, and $851 million, or 69.6%, for the quarter and year-to-date, respectively.~~

~~Other revenues.~~ ~~Total other revenues decreased $50 million, or 54.9%, for the quarter and $126 million, or 42.9%, year-to-date. Attrition and cancellation revenues decreased $1~~increased $160 million for the quarter and increased $6$33 million, or 8.9%, year-to-date. ~~We do not expect to recognize any further significant attrition~~Banquet and ~~cancellation~~AV revenues ~~related~~for the third quarter 2021 increased significantly compared to the ~~pandemic~~second quarter of 2021, while year-to-date, F&B revenue growth has primarily been driven by the performance of our outlets.

Other revenues. Total other revenues increased $55 million for the ~~remainder of the year, as we~~quarter and ~~our operators continue~~increased $82 million, or 48.8%, year-to-date, due primarily to ~~prioritize the rebooking of group business.~~strong ancillary revenues.

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

Our operating costs and expenses, which have 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~~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 ~~will differ. Our~~is wages and employee benefits, ~~expenses, excluding severance costs and depreciation, account for~~which comprise approximately ~~61%~~55% of ~~the operating expenses at our hotels.~~these expenses. Due to a significant decline in operations and implementation of portfolio-wide cost reductions in response to the COVID-19 pandemic, staffing levels at our ~~managers reduced~~hotels declined significantly, leading to a reduction to wages and benefits expense ~~by over 70% during the third quarter~~ compared to ~~the prior year. However,~~pre-pandemic levels, despite above inflationary growth in hourly wages, which we expect to continue

into 2022. Portfolio-wide hotel operating costs in the third quarter weand year-to-date 2021, excluding severance, were nearly 30% and 44% lower, respectively, compared to the same periods in 2019.In addition, included in these amounts for the year-to-date 2021 is a reduction to wages and benefits of approximately $11 million, related to the ERC recorded ~~$43 million of severance costs, as~~by our managers, ~~have re-evaluated~~ the ~~hotel workforce, with additional severance costs expected~~benefit of which was passed on to ~~be incurred~~us.

The ramp up in staffing at several hotels during 2021 continues to lag the ~~fourth~~increase in demand due to the challenging labor market across the industry, which could result in upward pressure on wages and benefits going forward. However, the expiration of supplemental unemployment benefits may temper possible increases. As a result of the lag in hiring, portfolio-wide operating expenses were only 21% higher compared to the second quarter ~~and potentially into 2021.~~of 2021, despite an approximately 25% increase in total revenues quarter over quarter. 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 ~~decline~~change in expenses for the third quarter compared to 2020 for rooms, food and beverage, other departmental and support, and management fees ~~predominately~~predominantly are due to the start of the recovery from the impact of the COVID-19 ~~pandemic, as follows:~~

~~Rooms.~~ ~~Rooms~~pandemic. While our operators have maintained a reduced level of expenses ~~declined $152 million, or 68.8%,~~compared to pre-pandemic levels, an increase in occupancy and hotel operations has led to increases in expenses for the third quarter of 2021 compared to 2020. For the year-to-date period, despite pre-pandemic results in January and ~~$365~~February of 2020, improving occupancy in 2021 led to an increase in most expenses for 2021 compared to 2020, with the exception of F&B expenses and other property level expenses. As a result, expenses changed as follows:

Rooms. Rooms expenses increased $81 millionfor the quarter, and increased $25 million, or ~~55.0%~~8.4%, year-to-date.

Food and beverage. F&B expenses ~~decreased $188~~increased $74 million ~~or 72.3%,~~ for the quarter and ~~$479~~decreased $43 million, or ~~57.4%~~12.1%, year-to-date. The decrease year-to-date reflects the pre-pandemic expense levels for January and February of 2020.

Other departmental and support expenses. Other departmental and support expenses ~~decreased $211~~increased $143 million, or ~~65.9%~~131.2%, for the ~~third~~ quarter and ~~$440~~increased $80 million, or ~~44.9%~~14.8%, year-to-date. ~~Additionally, other departmental and support expenses were partially offset by ERC recorded by our managers in the third quarter of 2020.~~

Management fees. Base management fees, which generally are calculated as a percentage of total revenues, ~~decreased $32~~increased $19 million for the quarter, and increased $16 million, or ~~85.5%, for the third quarter and $86 million, or 69.0%~~41.0%, year-to-date. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, ~~decreased $16~~increased $3 million ~~or 99.9%,~~ for the quarter and ~~$67~~$10 million ~~or 105.8%,~~ year-to-date.

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 ~~decreased $8~~increased $5 million, or ~~9.4%~~6.5%, for the quarter and ~~$28~~decreased $1 million, or ~~10.4%~~0.4%, ~~year-to-date. The~~year-to-date. Other property-level expenses also were partially offset by operating profit guarantees received from Marriott under the transformational capital program.

Depreciation and amortization. Depreciation and amortization increased $97 million, or 58.4%, for the quarter and $99 million, or 19.9%, for the year-to-date, primarily due to impairment expense of $92 million recorded in the third quarter of 2021.

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

~~The decline in general and administrative costs is due primarily to reduced travel, compensation and other overhead.~~

Interest expense. Interest expense ~~increased~~decreased for the quarter and year-to-date primarily due to ~~debt extinguishment costs paid in relation to the refinancing of senior notes. Interest expense not related to debt extinguishment costs decreased compared to the prior year due to the~~ refinancing of senior notes and the make-whole premium paid to retire senior notes in ~~2019.~~the third quarter of 2020. The following table details our interest expense for the quarter and year-to-date (in millions):

Quarter ended
September 30,

Year-to-date ended
September 30,

2020

2019

2020

2019

Cash interest expense⁽¹⁾

$
36

$
41

$
109

$
124

Non-cash interest expense

3

2

6

5

Non-cash debt extinguishment costs

1

3

1

3

Cash debt extinguishment costs⁽¹⁾

26

—

27

—

Total interest expense

$
66

$
46

$
143

$
132

___________

(1)

Including the change in accrued interest, total cash interest paid was $32 million and $53 million for the quarters ended September 30, 2021 and 2020, respectively, and $115 million and $126 million for the year-to-date 2021 and 2020, respectively.

~~(1)~~

Including the change in accrued interest, total cash interest paid was $53 million and $38 million for the third quarter of 2020 and 2019, respectively, and $126 million and $120 million for year-to-date 2020 and 2019, respectively.

Other ~~gains/(losses)~~gains. ~~In 2020,~~Other gains increased $2 million for the quarter and decreased $9 million, or 69.2%, year-to-date. The decrease year-to-date ~~gain includes gain from~~is primarily due to the sale of a parcel of land adjacent to The Phoenician hotel ~~for~~in the second quarter of 2020, which resulted in a gain of approximately $12 million. ~~Other gains/(losses) in 2019 related to the sale of twelve hotels year-to-date, eight of which were sold in the third quarter.~~

Equity in earnings (losses) of affiliates. ~~Year-to-date equity~~Equity in earnings ~~includes $14~~of affiliates increased $7 million for the third quarter and $62 million year-to-date, due to improvements in operations at the affiliates as well as unrealized gains on our ~~portion~~investment in Fifth Wall Ventures, L.P. in 2021, while 2020 year-to-date included an impairment of an inventory ~~impairment loss recorded~~ at our Maui timeshare ~~joint venture in the second quarter 2020.~~of $14 million.

Benefit ~~(provision)~~ for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for 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 ~~expense~~ paid ~~or accrued~~ 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. For the quarter and year-to-date, we recorded an income tax benefit of ~~$73~~$13 million and ~~$156~~$81 million, respectively, due primarily to the domestic net operating loss incurred by our TRS. ~~As a result of legislation enacted by the CARES Act, such net operating loss may be carried back up to five years in order to procure a refund of federal corporate income taxes previously paid.~~ Any domestic net operating loss incurred by our TRS ~~not carried back pursuant to these rules~~in 2021 may be carried forward indefinitely, its use in future years being subject to ~~an annual~~a limit of 80% of annual taxable income. Our TRS is expected to generate additional net operating losses in 2021.

Hotel RevPAR Overview

To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics for the periods included in this presentation on a comparable hotel basis. However, due to the COVID-19 pandemic and its effects on operations, there is little comparability between periods. For this reason, we ~~are revising~~temporarily suspended our comparable hotel presentation to instead present pro forma hotel operating results for all hotels. See ~~“Hotel~~“All Owned Hotel Pro Forma Hotel Operating ~~Statistics”~~Statistics and Results” for a complete description of our methodology. We also discuss our Hotel RevPAR results by geographic location and mix of business (i.e., transient, group, or contract).

Hotel Operating Data by Location

The following tables set forth performance information for our hotels by geographic location ~~as of~~for the quarter and year-to-date ended September 30, 2021 compared to 2020 and to 2019, ~~respectively:~~

~~All Owned Hotels (pro forma) by Location~~respectively, to provide a comparison of hotel statistics in ~~Constant US$~~the current period to last year as well as pre-pandemic levels:

As of
September 30, 2020

Quarter ended September 30, 2020

Quarter ended September 30, 2019

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

Jacksonville

1

446

$
419.23

43.3
%

$
181.67

$
383.23

$
363.69

69.0
%

$
251.05

$
516.90

(27.6
)%

(25.9
)%
Florida Gulf Coast

5

1,842

288.56

33.7

97.38

181.81

242.93

61.6

149.63

290.64

(34.9
)

(37.4
)
Miami

3

1,276

209.34

26.8

56.08

98.65

235.65

73.9

174.18

294.09

(67.8
)

(66.5
)
Maui/Oahu

4

1,987

172.74

11.3

19.47

22.11

385.51

91.5

352.78

543.42

(94.5
)

(95.9
)
Phoenix

3

1,654

201.12

22.0

44.33

110.66

197.07

57.9

114.19

287.59

(61.2
)

(61.5
)
Los Angeles

4

1,726

193.52

25.8

50.02

65.89

238.54

87.3

208.32

303.73

(76.0
)

(78.3
)
San Francisco/San Jose

7

4,528

165.35

13.1

21.59

27.13

266.18

84.2

224.20

301.99

(90.4
)

(91.0
)
San Diego

3

3,288

203.85

15.6

31.78

52.66

256.92

83.5

214.41

372.78

(85.2
)

(85.9
)
New York

3

4,261

187.37

11.0

20.70

23.16

271.11

92.0

249.40

341.59

(91.7
)

(93.2
)
Atlanta

4

1,682

139.03

31.6

43.89

60.57

168.37

85.6

144.09

219.82

(69.5
)

(72.4
)
Orange County

2

925

163.24

27.2

44.34

60.04

207.20

82.8

171.54

273.03

(74.2
)

(78.0
)
Philadelphia

2

810

147.01

32.2

47.36

68.09

207.13

88.2

182.60

295.52

(74.1
)

(77.0
)
New Orleans

1

1,333

112.64

26.6

30.00

35.57

156.82

77.0

120.78

175.05

(75.2
)

(79.7
)
Houston

4

1,716

105.12

32.4

34.07

47.93

170.32

67.0

114.07

159.84

(70.1
)

(70.0
)
Northern Virginia

3

1,252

157.90

19.7

31.11

43.91

199.70

72.7

145.09

217.46

(78.6
)

(79.8
)
Washington, D.C. (CBD)

5

3,238

163.25

6.3

10.22

12.42

211.15

84.4

178.19

254.63

(94.3
)

(95.1
)
Orlando

1

2,004

150.91

3.3

5.04

14.64

155.29

59.2

91.97

231.78

(94.5
)

(93.7
)
Seattle

2

1,315

172.32

6.1

10.48

12.33

260.45

90.2

234.96

291.64

(95.5
)

(95.8
)
Denver

3

1,340

122.10

21.5

26.24

34.58

184.28

84.5

155.64

218.16

(83.1
)

(84.1
)
San Antonio

2

1,512

125.27

13.6

17.07

22.72

165.01

66.6

109.84

155.81

(84.5
)

(85.4
)
Boston

3

2,715

135.30

4.9

6.62

9.43

243.00

91.1

221.28

291.41

(97.0
)

(96.8
)
Chicago

4

1,816

124.78

17.6

21.95

26.96

220.91

85.5

188.78

264.29

(88.4
)

(89.8
)
Other

6

2,509

119.23

22.3

26.58

33.80

173.28

81.0

140.40

198.24

(81.1
)

(83.0
)
Domestic

75

45,175

173.14

17.3

30.00

46.33

232.34

80.7

187.46

285.10

(84.0
)

(83.8
)

International

5

1,499

88.93

11.3

10.08

13.50

147.24

75.9

111.82

155.21

(91.0
)

(91.3
)
All Locations -
Constant US$

80

46,674

171.35

17.1

29.36

45.27

229.77

80.5

185.03

280.93

(84.1
)

(83.9
)

All Owned Hotels (pro forma) in Nominal US$

As of
September 30, 2020

Quarter ended September 30, 2020

Quarter ended September 30, 2019

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

International

5

1,499

$
88.93

11.3
%

$
10.08

$
13.50

$
159.14

75.9
%

$
120.86

$
166.88

(91.7
)%

(91.9
)%
Domestic

75

45,175

173.14

17.3

30.00

46.33

232.34

80.7

187.46

285.10

(84.0
)

(83.8
)
All Locations

80

46,674

171.35

17.1

29.36

45.27

230.13

80.5

185.32

281.30

(84.2
)

(83.9
)

All Owned Hotels (pro forma) by Location in Constant US$


	As of September 30, 2020				Year-to-date ended September 30, 2020									Year-to-date ended September 30, 2019															As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2020
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			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		2,007	$	514.34		82.8	%	$	425.86	$	635.28	$	172.74		11.3	%	$	19.47	$	25.42		2,087.7	%		2,399.1	%
Jacksonville		1		446	$	405.40		42.8	%	$	173.66	$	356.40	$	383.37		77.2	%	$	296.02	$	652.91		(41.3	)%		(45.4	)%		1		446		465.60		68.7			319.90		683.35		419.23		43.3			181.67		383.23		76.1			78.3
Miami																														3		1,276		364.54		55.2			201.40		333.79		209.34		26.8			56.08		98.65		259.1			238.3
Florida Gulf Coast		5		1,842		369.22		40.7			150.28		295.52		340.73		72.8			247.94		486.76		(39.4	)		(39.3	)		5		1,842		314.16		45.2			141.93		286.62		288.56		33.7			97.38		194.67		45.7			47.2
Miami		3		1,276		370.39		35.3			130.64		211.54		318.31		80.1			254.98		401.39		(48.8	)		(47.3	)
Maui/Oahu		4		1,987		415.84		29.7			123.66		179.81		401.92		90.9			365.45		563.64		(66.2	)		(68.1	)
Phoenix		3		1,654		317.49		32.0			101.46		238.55		292.22		71.7			209.42		472.19		(51.6	)		(49.5	)		4		1,822		245.88		57.7			141.92		321.83		201.12		22.0			44.33		110.66		220.1			190.8
Los Angeles		4		1,726		210.37		34.8			73.12		105.12		230.36		87.6			201.87		297.83		(63.8	)		(64.7	)
San Francisco/San Jose		7		4,528		266.39		25.5			67.87		98.41		279.15		81.5			227.38		315.49		(70.2	)		(68.8	)
Orlando																														2		2,448		332.90		37.4			124.35		228.19		433.28		7.0			30.40		63.13		309.1			261.5
Los Angeles/ Orange County																														5		2,119		218.60		71.1			155.40		216.04		182.68		26.4			48.15		62.24		222.8			247.1
Philadelphia																														2		810		191.85		79.1			151.74		223.07		147.01		32.2			47.36		68.09		220.4			227.6
San Diego		3		3,288		234.30		26.4			61.82		120.05		255.81		81.2			207.62		372.41		(70.2	)		(67.8	)		3		3,288		247.61		72.1			178.55		281.14		203.85		15.6		��	31.78		52.66		461.8			433.9
Houston																														4		1,716		149.60		66.6			99.67		133.88		105.12		32.4			34.07		47.93		192.5			179.3
Atlanta																														4		1,682		178.31		56.6			100.94		142.30		139.03		31.6			43.89		60.57		130.0			134.9
Northern Virginia																														3		1,252		169.41		60.6			102.70		156.44		157.90		19.7			31.11		43.91		230.1			256.3
San Antonio/ Austin																														3		1,960		181.37		56.1			101.79		152.09		130.06		15.4			20.04		28.10		408.0			441.3
Washington, D.C. (CBD)																														5		3,238		185.06		37.1			68.65		96.94		163.25		6.3			10.22		12.42		571.6			680.6
Denver																														3		1,340		169.25		65.4			110.75		141.64		122.10		21.5			26.24		34.58		322.0			309.6
Chicago																														4		1,816		191.01		62.4			119.27		149.38		124.78		17.6			21.95		26.96		443.2			454.1
New York		3		4,261		190.05		32.4			61.49		87.59		268.50		83.0			222.99		329.67		(72.4	)		(73.4	)		3		4,261		217.90		46.2			100.72		130.88		187.37		11.0			20.70		23.16		386.5			465.2
Atlanta		4		1,682		171.23		34.7			59.48		91.63		193.72		79.7			154.41		241.44		(61.5	)		(62.1	)
Orange County		2		925		184.67		31.0			57.17		93.39		199.26		80.4			160.27		264.63		(64.3	)		(64.7	)
Philadelphia		2		810		160.15		35.2			56.35		88.08		216.10		85.4			184.46		301.70		(69.5	)		(70.8	)
Seattle																														2		1,315		202.49		53.5			108.25		130.03		172.32		6.1			10.48		12.33		932.5			954.7
New Orleans		1		1,333		176.44		30.6			54.04		78.28		188.24		79.9			150.35		219.33		(64.1	)		(64.3	)		1		1,333		136.76		54.3			74.30		91.66		112.64		26.6			30.00		35.57		147.7			157.7
Houston		4		1,716		145.80		35.9			52.30		76.89		178.46		72.4			129.22		184.58		(59.5	)		(58.3	)
Northern Virginia		3		1,252		187.00		26.7			50.00		79.88		208.03		72.1			150.02		245.90		(66.7	)		(67.5	)
Washington, D.C. (CBD)		5		3,238		223.18		21.5			48.07		68.76		246.65		83.1			204.99		293.15		(76.5	)		(76.5	)
Orlando		1		2,004		211.61		20.1			42.57		106.45		182.58		69.5			126.97		303.48		(66.5	)		(64.9	)
Seattle		2		1,315		191.36		20.4			38.98		55.62		231.59		84.3			195.17		256.01		(80.0	)		(78.3	)
Denver		3		1,340		145.92		26.5			38.63		56.80		175.15		76.3			133.61		195.92		(71.1	)		(71.0	)
San Antonio		2		1,512		167.34		20.6			34.54		51.30		183.18		73.0			133.69		195.06		(74.2	)		(73.7	)
San Francisco/ San Jose																														7		4,530		163.42		50.0			81.72		104.30		165.35		13.1			21.59		27.13		278.4			284.5
Boston		3		2,715		173.40		19.3			33.48		50.97		238.71		82.8			197.72		271.22		(83.1	)		(81.2	)		3		2,715		204.56		48.1			98.46		117.58		135.30		4.9			6.62		9.43		1,387.8			1,146.4
Chicago		4		1,816		134.05		25.0			33.45		45.13		207.76		76.2			158.28		224.27		(78.9	)		(79.9	)
Other		6		2,509		146.76		31.0			45.50		62.09		172.53		79.1			136.41		193.77		(66.6	)		(68.0	)		8		2,759		252.92		53.8			136.07		189.18		198.70		26.0			51.63		73.67		163.6			156.8
Domestic		75		45,175		227.89		28.4			64.66		106.51		246.75		79.8			196.78		311.48		(67.1	)		(65.8	)		79		45,975		236.65		55.7			131.82		199.00		184.34		17.6			32.40		51.32		306.8			287.7

International		5		1,499		121.49		24.3			29.53		44.01		142.14		71.1			101.09		147.50		(70.8	)		(70.2	)		5		1,499		90.99		51.4			46.77		66.43		93.15		11.3			10.56		14.14		342.8			369.8
All Locations - Constant US$		80		46,674		224.95		28.2			63.53		104.51		243.74		79.5			193.71		306.21		(67.2	)		(65.9	)		84		47,474		232.40		55.6			129.14		194.82		182.46		17.4			31.71		50.15		307.3			288.5

All Owned Hotels (pro forma) in Nominal US$	All Owned Hotels (pro forma) in Nominal US$																												All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2020				Year-to-date ended September 30, 2020									Year-to-date ended September 30, 2019															As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2020
	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			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
International		5		1,499	$	121.49		24.3	%	$	29.53	$	44.01	$	154.30		71.1	%	$	109.74	$	159.00		(73.1	)%		(72.3	)%		5		1,499	$	90.99		51.4	%	$	46.77	$	66.43	$	88.93		11.3	%	$	10.08	$	13.50		363.8	%		392.0	%
Domestic		75		45,175		227.89		28.4			64.66		106.51		246.75		79.8			196.78		311.48		(67.1	)		(65.8	)		79		45,975		236.65		55.7			131.82		199.00		184.34		17.6			32.40		51.32		306.8			287.7
All Locations		80		46,674		224.95		28.2			63.53		104.51		244.09		79.5			193.99		306.58		(67.2	)		(65.9	)		84		47,474		232.40		55.6			129.14		194.82		182.37		17.4			31.69		50.13		307.5			288.7

All Owned Hotels (pro forma) by Location in Constant US$


	As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2019
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		2,007	$	514.34		82.8	%	$	425.86	$	635.28	$	385.51		91.5	%	$	352.78	$	554.15		20.7	%		14.6	%
Jacksonville		1		446		465.60		68.7			319.90		683.35		363.69		69.0			251.05		516.90		27.4			32.2
Miami		3		1,276		364.54		55.2			201.40		333.79		235.65		73.9			174.18		294.09		15.6			13.5
Florida Gulf Coast		5		1,842		314.16		45.2			141.93		286.62		242.93		61.6			149.63		302.07		(5.1	)		(5.1	)
Phoenix		4		1,822		245.88		57.7			141.92		321.83		197.07		57.9			114.19		287.59		24.3			11.9
Orlando		2		2,448		332.90		37.4			124.35		228.19		250.13		61.0			152.55		315.38		(18.5	)		(27.6	)
Los Angeles/ Orange County		5		2,119		218.60		71.1			155.40		216.04		229.84		86.3			198.43		289.80		(21.7	)		(25.5	)
Philadelphia		2		810		191.85		79.1			151.74		223.07		207.13		88.2			182.60		295.52		(16.9	)		(24.5	)
San Diego		3		3,288		247.61		72.1			178.55		281.14		256.92		83.5			214.41		372.78		(16.7	)		(24.6	)
Houston		4		1,716		149.60		66.6			99.67		133.88		170.32		67.0			114.07		159.84		(12.6	)		(16.2	)
Atlanta		4		1,682		178.31		56.6			100.94		142.30		168.37		85.6			144.09		219.82		(29.9	)		(35.3	)
Northern Virginia		3		1,252		169.41		60.6			102.70		156.44		199.70		72.7			145.09		217.46		(29.2	)		(28.1	)
San Antonio/ Austin		3		1,960		181.37		56.1			101.79		152.09		171.99		70.8			121.83		182.42		(16.4	)		(16.6	)
Washington, D.C. (CBD)		5		3,238		185.06		37.1			68.65		96.94		211.15		84.4			178.19		254.63		(61.5	)		(61.9	)
Denver		3		1,340		169.25		65.4			110.75		141.64		184.28		84.5			155.64		218.16		(28.8	)		(35.1	)
Chicago		4		1,816		191.01		62.4			119.27		149.38		220.91		85.5			188.78		264.29		(36.8	)		(43.5	)
New York		3		4,261		217.90		46.2			100.72		130.88		271.11		92.0			249.40		341.59		(59.6	)		(61.7	)
Seattle		2		1,315		202.49		53.5			108.25		130.03		260.45		90.2			234.96		291.64		(53.9	)		(55.4	)
New Orleans		1		1,333		136.76		54.3			74.30		91.66		156.82		77.0			120.78		175.05		(38.5	)		(47.6	)
San Francisco/ San Jose		7		4,530		163.42		50.0			81.72		104.30		266.18		84.2			224.20		301.99		(63.6	)		(65.5	)
Boston		3		2,715		204.56		48.1			98.46		117.58		243.00		91.1			221.28		291.41		(55.5	)		(59.6	)
Other		8		2,759		252.92		53.8			136.07		189.18		199.21		80.2			159.70		245.36		(14.8	)		(22.9	)
Domestic		79		45,975		236.65		55.7			131.82		199.00		236.51		80.5			190.47		291.96		(30.8	)		(31.8	)

International		5		1,499		90.99		51.4			46.77		66.43		147.24		75.9			111.82		155.21		(58.2	)		(57.2	)
All Locations - Constant US$		84		47,474		232.40		55.6	��		129.14		194.82		233.84		80.4			187.97		287.63		(31.3	)		(32.3	)

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2019
	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
International		5		1,499	$	90.99		51.4	%	$	46.77	$	66.43	$	159.14		75.9	%	$	120.86	$	166.88		(61.3	)%		(60.2	)%
Domestic		79		45,975		236.65		55.7			131.82		199.00		236.51		80.5			190.47		291.96		(30.8	)		(31.8	)
All Locations		84		47,474		232.40		55.6			129.14		194.82		234.20		80.4			188.26		288.00		(31.4	)		(32.4	)

All Owned Hotels (pro forma) by Location in Constant US$


	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2020
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		2,007	$	470.97		67.4	%	$	317.20	$	480.87	$	415.84		29.7	%	$	123.66	$	186.54		156.5	%		157.8	%
Jacksonville		1		446		506.77		57.8			293.02		587.76		405.40		42.8			173.66		356.40		68.7			64.9
Miami		3		1,276		472.94		57.4			271.38		424.17		370.39		35.3			130.64		211.54		107.7			100.5
Florida Gulf Coast		5		1,842		416.57		54.8			228.24		426.68		369.22		40.7			150.28		314.92		51.9			35.5
Phoenix		4		1,822		301.23		56.5			170.12		346.53		317.49		32.0			101.46		238.55		67.7			45.3
Orlando		2		2,448		398.72		27.3			108.98		196.25		347.84		21.5			74.64		159.82		46.0			22.8
Los Angeles/ Orange County		5		2,119		190.62		53.1			101.25		138.42		204.60		33.9			69.42		100.22		45.9			38.1
Philadelphia		2		810		169.58		58.7			99.52		147.38		160.15		35.2			56.35		88.08		76.6			67.3
San Diego		3		3,288		218.39		45.3			98.85		155.68		234.30		26.4			61.82		120.05		59.9			29.7
Houston		4		1,716		140.32		59.7			83.73		113.03		145.80		35.9			52.30		76.89		60.1			47.0
Atlanta		4		1,682		170.45		48.0			81.83		111.31		171.23		34.7			59.48		91.63		37.6			21.5
Northern Virginia		3		1,252		161.62		44.3			71.60		107.52		187.00		26.7			50.00		79.88		43.2			34.6
San Antonio/ Austin		3		1,960		162.63		43.8			71.26		103.90		176.22		23.1			40.72		65.85		75.0			57.8
Washington, D.C. (CBD)		5		3,238		161.96		42.2			68.41		81.26		223.18		21.5			48.07		68.76		42.3			18.2
Denver		3		1,340		149.35		42.1			62.95		80.24		145.92		26.5			38.63		56.80		63.0			41.3
Chicago		4		1,816		168.03		37.4			62.92		77.59		134.05		25.0			33.45		45.13		88.1			71.9
New York		3		4,261		189.90		31.7			60.17		75.05		190.05		32.4			61.49		87.59		(2.1	)		(14.3	)
Seattle		2		1,315		188.47		27.8			52.43		63.79		191.36		20.4			38.98		55.62		34.5			14.7
New Orleans		1		1,333		128.95		37.6			48.51		65.71		176.44		30.6			54.04		78.28		(10.2	)		(16.1	)
San Francisco/ San Jose		7		4,530		153.68		31.5			48.40		62.82		266.39		25.5			67.87		98.41		(28.7	)		(36.2	)
Boston		3		2,715		180.00		25.7			46.18		56.54		173.40		19.3			33.48		50.97		37.9			10.9
Other		8		2,759		245.69		43.7			107.40		151.39		187.25		32.7			61.21		88.43		75.5			71.2
Domestic		79		45,975		240.30		42.5			102.15		156.04		235.37		28.5			67.02		111.88		52.4			39.5

International		5		1,499		85.10		28.0			23.85		34.15		119.06		24.3			28.94		43.76		(17.6	)		(22.0	)
All Locations - Constant US$		84		47,474		237.03		42.1			99.68		152.19		232.21		28.3			65.82		109.72		51.5			38.7

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2020
	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
International		5		1,499	$	85.10		28.0	%	$	23.85	$	34.15	$	121.49		24.3	%	$	29.53	$	44.01		(19.3	)%		(22.4	)%
Domestic		79		45,975		240.30		42.5			102.15		156.04		235.37		28.5			67.02		111.88		52.4			39.5
All Locations		84		47,474		237.03		42.1			99.68		152.19		232.27		28.3			65.84		109.73		51.4			38.7


	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2019
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		2,007	$	470.97		67.4	%	$	317.20	$	480.87	$	401.92		90.9	%	$	365.45	$	577.41		(13.2	)%		(16.7	)%
Jacksonville		1		446		506.77		57.8			293.02		587.76		383.37		77.2			296.02		652.91		(1.0	)		(10.0	)
Miami		3		1,276		472.94		57.4			271.38		424.17		318.31		80.1			254.98		401.39		6.4			5.7
Florida Gulf Coast		5		1,842		416.57		54.8			228.24		426.68		340.73		72.8			247.94		507.99		(7.9	)		(16.0	)
Phoenix		4		1,822		301.23		56.5			170.12		346.53		292.22		71.7			209.42		472.19		(18.8	)		(26.6	)
Orlando		2		2,448		398.72		27.3			108.98		196.25		285.49		70.7			201.76		412.06		(46.0	)		(52.4	)
Los Angeles/ Orange County		5		2,119		190.62		53.1			101.25		138.42		223.42		86.0			192.10		285.12		(47.3	)		(51.5	)
Philadelphia		2		810		169.58		58.7			99.52		147.38		216.10		85.4			184.46		301.70		(46.0	)		(51.1	)
San Diego		3		3,288		218.39		45.3			98.85		155.68		255.81		81.2			207.62		372.41		(52.4	)		(58.2	)
Houston		4		1,716		140.32		59.7			83.73		113.03		178.46		72.4			129.22		184.58		(35.2	)		(38.8	)
Atlanta		4		1,682		170.45		48.0			81.83		111.31		193.72		79.7			154.41		241.44		(47.0	)		(53.9	)
Northern Virginia		3		1,252		161.62		44.3			71.60		107.52		208.03		72.1			150.02		245.90		(52.3	)		(56.3	)
San Antonio/ Austin		3		1,960		162.63		43.8			71.26		103.90		192.68		76.3			146.98		225.63		(51.5	)		(54.0	)
Washington, D.C. (CBD)		5		3,238		161.96		42.2			68.41		81.26		246.65		83.1			204.99		293.15		(66.6	)		(72.3	)
Denver		3		1,340		149.35		42.1			62.95		80.24		175.15		76.3			133.61		195.92		(52.9	)		(59.0	)
Chicago		4		1,816		168.03		37.4			62.92		77.59		207.76		76.2			158.28		224.27		(60.2	)		(65.4	)
New York		3		4,261		189.90		31.7			60.17		75.05		268.50		83.0			222.99		329.67		(73.0	)		(77.2	)
Seattle		2		1,315		188.47		27.8			52.43		63.79		231.59		84.3			195.17		256.01		(73.1	)		(75.1	)
New Orleans		1		1,333		128.95		37.6			48.51		65.71		188.24		79.9			150.35		219.33		(67.7	)		(70.0	)
San Francisco/ San Jose		7		4,530		153.68		31.5			48.40		62.82		279.15		81.5			227.38		315.49		(78.7	)		(80.1	)
Boston		3		2,715		180.00		25.7			46.18		56.54		238.71		82.8			197.72		271.22		(76.6	)		(79.2	)
Other		8		2,759		245.69		43.7			107.40		151.39		193.55		77.3			149.55		224.34		(28.2	)		(32.5	)
Domestic		79		45,975		240.30		42.5			102.15		156.04		252.14		79.7			200.84		320.24		(49.1	)		(51.3	)

International		5		1,499		85.10		28.0			23.85		34.15		142.14		71.1			101.09		147.50		(76.4	)		(76.8	)
All Locations - Constant US$		84		47,474		237.03		42.1			99.68		152.19		249.02		79.4			197.68		314.77		(49.6	)		(51.7	)

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2019
	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
International		5		1,499	$	85.10		28.0	%	$	23.85	$	34.15	$	154.30		71.1	%	$	109.74	$	159.00		(78.3	)%		(78.5	)%
Domestic		79		45,975		240.30		42.5			102.15		156.04		252.14		79.7			200.84		320.24		(49.1	)		(51.3	)
All Locations		84		47,474		237.03		42.1			99.68		152.19		249.36		79.4			197.95		315.13		(49.6	)		(51.7	)

Hotel Business Mix

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 61%, 35%, and 4%, respectively, of our full year 2019 room sales. The information below is derived from business mix data for the 8084 hotels that we owned as of September 30, ~~2020.~~2021. 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.

The following are the results of our consolidated portfolio transient, group and contract business:

Quarter ended September 30, 2020

Quarter ended June 30, 2020

Transient business

Group business

Contract business

Transient business

Group business

Contract business

Room nights (in thousands)

536

127

74

198

134

43

Percentage change in room nights
vs. same period in 2019

(75.1
)%

(88.8
)%

(57.7
)%

(90.0
)%

(90.0
)%

(74.1
)%
Room Revenues (in millions)

$
98

$
17

$
11

$
37

$
18

$
6

Percentage change in revenues
vs. same period in 2019

(80.9
)%

(93.0
)%

(69.3
)%

(92.8
)%

(94.3
)%

(83.3
)%


	Quarter ended September 30, 2021									Quarter ended September 30, 2020
	Transient business			Group business			Contract business			Transient business		Group business		Contract business
Room nights (in thousands)		1,678			594			157			555		128		74
Percentage change in room nights vs. same period in 2019		(23.3	)%		(47.8	)%		(9.9	)%
Room Revenues (in millions)	$	424		$	114		$	26		$	105	$	17	$	16
Percentage change in revenues vs. same period in 2019		(19.6	)%		(54.0	)%		(40.5	)%


	Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2020
	Transient business			Group business			Contract business			Transient business		Group business		Contract business
Room nights (in thousands)		3,889			1,207			355			2,184		1,228		264
Percentage change in room nights vs. same period in 2019		(35.0	)%		(68.0	)%		(28.5	)%
Room Revenues (in millions)	$	1,017		$	217		$	58		$	516	$	280	$	58
Percentage change in revenues vs. same period in 2019		(33.7	)%		(75.9	)%		(53.3	)%

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 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. ~~This~~We believe this strategy has resulted in a lower ~~overall~~ cost of debt capital, ~~for us,~~ allowing us to complete opportunistic investments and acquisitions ~~in past years~~ and it positions 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, none of our consolidated hotels are encumbered by mortgage debt. Over the past several years leading up to the COVID-19 pandemic, we 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. As a result, we were well positioned at the ~~magnitude~~onset of the COVID-19 pandemic with sufficient liquidity and financial flexibility to withstand the severe slowdown in U.S. economic activity and lodging demand brought on by the pandemic. As the financial impact of the COVID-19 pandemic and its duration ~~are~~remain uncertain, we believe these actions will provide us with financial flexibility until ~~economic restrictions related to~~ the pandemic ~~are lifted~~subsides and lodging demand ~~begins to recover.~~recovers.

Under the current challenging operating environment posed by the COVID-19 pandemic, ~~and the slowdown in U.S. economic activity and lodging demand,~~ we have taken steps to preserve liquidity by ~~reducing expected capital expenditures, suspending dividends and stock repurchases and have worked~~working with our hotel operators to reduce ~~hotel~~ operating ~~expenses. We intend to use available~~costs at our hotels, closely monitoring our capital expenditures levels, and suspending our quarterly dividend and stock repurchases. Along with improving operating cash inflows during the ~~near term predominantly~~third quarter, we believe that we have sufficient liquidity to fund negative operations at certain of our hotels, corporate expenses, capital expenditures and ~~for corporate expenses.~~

~~Significant expenditures included in our net cash~~hotel acquisitions. We used ~~in operating activities and cash burn include (in millions):~~

Quarter ended
September 30, 2020

Quarter ended
June 30, 2020

Net loss

$
(316
)

$
(356
)
GAAP net cash used in operating activities

(149
)

(172
)
Cash burn⁽¹⁾

(267
)

(399
)

Components of cash burn:

Hotel-level operating loss⁽¹⁾

(97
)

(162
)
Interest payments ⁽²⁾

(27
)

(46
)
Cash corporate and other expenses

(16
)

(21
)
Capital expenditures

(84
)

(169
)
Severance at hotel properties

(43
)

(1
)

~~_____________~~

~~(1)~~

Hotel-level operating loss and cash burn are non-GAAP (U.S. Generally Accepted Accounting Principles) financial measures within the meaning of the rules of the SEC. Beginning in the third quarter of 2020, we remove severance costs incurred outside the ordinary course of business from All Owned Hotel Pro Forma EBITDA, a major component of hotel-level operating loss, as we believe this provides useful supplemental information that is beneficial to an investor’s understanding of our ongoing operating performance. Furlough costs, which are viewed as a replacement to wages, and the $23 million in ERC are included in this metric. Severance and furlough costs are included in determining quarterly cash burn. 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)~~

~~Interest payments for the third quarter do not include cash debt extinguishment costs of $26 million, which are considered a financing activity on our statement~~approximately $1.2 billion of cash ~~flows.~~

~~Despite the challenges caused by the current COVID-19 pandemic and economic crisis, we believe we have sufficient liquidity to withstand the current decline in operating cash flow and~~ to fund the acquisition of five properties year-to-date and, subsequent to quarter end, we sold five properties for a sales price of approximately $551 million, including $11 million for the FF&E replacement funds. Additionally, we accessed our ~~capital expenditures programs. We may access~~“at-the-market” equity markets if favorable conditions exist in order to enhance our liquidity and to fund cash needs, including to fund acquisitions or other investment opportunities generated by the COVID-19 pandemic. However, asprogram, discussed below, ~~we are currently below~~to issue approximately 7.8 million shares of our common stock during the ~~interest coverage level necessary~~second quarter for net proceeds of approximately $138 million. No shares were issued in the third quarter. We remain well positioned to ~~incur~~execute additional ~~debt under our senior notes indentures and, as long as we remain below this required level, we may not incur additional debt.~~transactions to 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 debt maturities until 2023. 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. As part of our COVID-19 pandemic response, our regular quarterly common cash dividend is currently suspended and we are restricted from repurchasing stock or OP Units under the terms of our credit facility ~~amendment as discussed below.~~amendments.

Capital Resources. As of September 30, ~~2020,~~2021, we had ~~$2,430~~$1,038 million of cash and cash equivalents and $138 million in our FF&E escrow ~~reserve and we~~reserves. We have ~~fully~~substantially utilized the ~~available capacity~~$1.5 billion revolver under ~~the revolver portion of~~ our credit facility. ~~We have no debt maturities until 2023.~~ 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 ~~as we did in the third quarter,~~ are key components of our capital structure. Our financial flexibility, including our ability to incur debt, topay dividends, make distributions and to make 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. ~~Following~~

On May 6, 2021, we entered into a distribution agreement with J. P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, through which Host Inc. may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $600 million. The shares can be offered and sold through sales agents in transactions that are deemed to be “at the ~~amendment~~market” offerings at then-current market prices. We are not obligated to issue any shares and may do so when we believe conditions are advantageous and there is a compelling use of proceeds, including to fund future potential acquisitions or other investment opportunities generated by the COVID-19 pandemic. As of September 30, 2021, there was $460 million of remaining capacity under the agreement.

While we currently have $371 million available under our share repurchase program, additional share repurchases are currently restricted under the terms of the credit facility ~~agreement,~~amendments. There have been no share repurchases during 2021 year-to-date and we do not anticipate additional share repurchases during the ~~quarterly-tested financial covenants were waived beginning July 1, 2020 until the required financial statement reporting date for the third quarter~~remainder of 2021. However, we are currently below the interest coverage ratio required under our senior notes indentures to incur additional debt, based on third quarter results and, while not an event of default, we will be unable to incur additional debt while we remain below the required covenant level.

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 ~~July 2019,~~February 2021, 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 ~~for~~with cash through open market purchases, privately negotiated transactions, a tender offer, or 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. In addition, while we intend to use any available cash predominantly for acquisitions or other investments in our hotel portfolio, to the extent that 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 and the restrictions under the credit facility amendment. 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 under our credit facility and senior notes, 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.

~~While~~We continue to explore potential acquisitions and dispositions. We anticipate that any such future acquisitions will be funded by proceeds from sales of hotels, equity offerings of Host Inc., issuances of OP units by Host L.P., or available cash. Given the nature of these transactions, we ~~currently have $371 million available under~~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 ~~share repurchase program,~~hotels. We may acquire additional ~~repurchases are currently restricted under~~hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the ~~credit facility amendment.~~ ~~There were no share repurchases during the third quarter~~securities or assets of ~~2020 and~~ ~~we do not anticipate additional repurchases in 2020~~other REITs or ~~2021.~~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 hotel sales. Uses of cash include acquisitions, capital expenditures, operating costs, debt repayments, and repurchases of shares and distributions to equity holders. We do not anticipate significant cash from operations in 2021, however, we have significant available cash and also have access to debt and stock issuances and property dispositions as alternative sources of cash.

Cash Provided by/Used in ~~Operations.~~Operating Activities. ~~In the first three quarters of 2020,~~Year-to-date in 2021, net cash provided by operating activities was $78 million compared to net cash used in ~~operations was~~operating activities of $164 million for year-to-date 2020. Cash provided by operating activities in 2021 was driven by improved operations at our hotels compared to ~~cash provided of $914 million for the first three quarters of 2019.~~2020. Cash used in ~~operations during the first three quarters~~operating activities in 2020 was primarily to fund operating shortfalls at certain of ~~2020 primarily was due to the decline in operations at~~ our ~~properties due to the COVID-19 pandemic and funding to our properties for continued operations.~~hotels.

Cash Used in Investing Activities. Net cash used in investing activities was $1,502 million during year-to-date 2021 compared to $349 million ~~during the first three quarters of 2020 compared to $74 million~~ for ~~the first three quarters of 2019.~~year-to-date 2020. Cash used in investing activities during year-to-date 2021 primarily was due to $293 million of capital expenditures and the ~~first three quarters~~acquisition of five hotels and two golf courses. Cash used in investing activities during year-to-date 2020 primarily was due to $384 million of capital ~~expenditures compared to $392 million in~~expenditures.

The following table summarizes significant acquisitions that have been completed as of November 2, 2021:


Transaction Date		Description of Transaction	Investment
Acquisitions
September	2021	Acquisition of Alila Ventana Big Sur	$	(150	)
July	2021	Acquisition of The Laura Hotel (formerly known as Hotel Alessandra)		(65	)
July	2021	Acquisition of Baker's Cay Resort Key Largo, Curio Collection by Hilton		(200	)
April	2021	Acquisition of Four Seasons Resort Orlando at Walt Disney World® Resort⁽¹⁾		(610	)
April	2021	Acquisition of Ka'anapali Golf Courses		(28	)
March	2021	Acquisition of Hyatt Regency Austin		(161	)
		Total acquisitions	$	(1,214	)
___________

(1)

Investment amount represents total consideration, including the ~~first three quarters~~assumption of ~~2019, while 2019 also included the acquisition of one hotel. Cash provided by investing activities in the first three quarters of 2020 included the sale of land adjacent to The Phoenician and $~~28$24 million of ~~proceeds from the repayment of a loan receivable associated with the sale of a hotel in 2019, while the~~ hotel-level liabilities.

~~first three quarters of 2019 consisted of proceeds from the disposition of 12 hotels.~~

Cash Provided ~~by/Used in~~by Financing Activities. ~~In the first three quarters of 2020,~~For year-to-date 2021, net cash provided by financing activities was ~~$1,337~~$127 million compared to ~~cash used of $380~~$1,337 million infor the first three quarters of ~~2019.~~2020. Cash provided by financing activities in year-to-date 2021 included net proceeds of $138 million from common stock issuances, while the ~~first three quarters of~~year-to-date 2020 consisted of the issuance of $750 million of 3.5% Series I senior notes and a draw on the credit ~~facility, while 2019 included the issuance of $650 million of senior notes.~~facility. Cash used in the first three quarters of 2020 included the repayment of a portion of the Series C senior notes with a portion of the proceeds ~~from~~of the issuance of the Series I senior notes, ~~and~~ the redemption of preferred OP units, ~~while 2020 and 2019 both included~~ stock repurchases and dividend payments and ~~distributions.~~

~~The following table summarizes significant debt issuances, net of deferred financing costs, that were completed as of November 4, 2020 (in millions):~~distributions, prior to their suspension later in 2020.

Transaction Date

Description of Transaction

Net Proceeds

Debt Issuances

August - September
2020

Issuance of $750 million 3.5% Series I senior notes

$
733

March - September
2020

Net draw on the revolver portion of the credit facility

1,495

Total issuances

$
2,228

~~The following table summarizes significant debt repayments, including prepayment premiums, that were completed as of November 4, 2020 (in millions):~~

Transaction

Transaction Date

Description of Transaction

Amount

Debt Repayments

August
2020

Repayment of $364 million 4.75% Series C senior notes

$
(390
)
July
2020

Redemption of preferred OP units of Host LP

(22
)

Total cash repayments

$
(412
)

Debt

~~The following table summarizes significant equity transactions that have been completed through November 4, 2020 (in millions):~~

Transaction

Transaction Date

Description of Transaction

Amount

Equity of Host Inc.

January - April
2020

Dividend payments ⁽¹⁾⁽²⁾

$
(320
)
January - March
2020

Repurchase of 8.9 million shares of Host Inc. common stock

(147
)

Cash payments on equity transactions

$
(467
)
___________

~~(1)~~

~~In connection with the dividend payments, Host L.P. made distributions of $323 million to its common OP unit holders.~~

~~(2)~~

~~Includes the fourth quarter 2019 dividend that was paid in January 2020.~~

~~Debt~~

As of September 30, ~~2020,~~2021, our total debt was ~~$5.6~~$5.5 billion, with a weighted average interest rate of 3.0% and a weighted average maturity of ~~5.2~~4.2 years. Additionally, ~~56%~~55% of our debt has a fixed rate of interest and none of our consolidated hotels are encumbered by mortgage debt.

During the quarter, we drew $746 million on the revolver portion of the credit facility, fully utilizing its available capacity. Based on our current unsecured long-term debt rating, the interest rate applicable to outstanding borrowings is LIBOR plus 150 basis points and LIBOR plus 165 basis points for the revolver and term facilities, respectively. The commitment fee on the revolver is 25 basis points.

On August 20, 2020, we completed an underwritten public offering of $600 million aggregate principal amount of 3.5% Series I senior notes and on September 3, 2020, we completed the issuance of an additional $150 million aggregate principal amount of Series I senior notes. The Series I senior notes are not redeemable prior to 90 days before the September 15, 2030 maturity date, except at a price equal to 100% of their principal amount, plus a make-whole premium as set forth in the senior notes indenture, plus accrued and unpaid interest to the applicable redemption date. The Series I senior notes have covenants customary for investment grade debt, primarily limitations on our ability to incur debt. There are no restrictions on our ability to pay dividends. These Series I senior notes have covenants similar to our Series D, Series E, Series F, Series G and Series H senior notes, but are different than the covenants applicable to our Series C senior notes issued before the receipt of our investment grade rating.Financial Covenants

A portion of the proceeds were used to repay approximately 81% of the outstanding 4.75% Series C senior notes due 2023 for $390 million, including $26 million of prepayment costs. As of September 30, 2020, approximately $86 million of Series C senior notes remain outstanding.

~~Financial Covenants~~

Credit Facility Covenants. Our credit facility contains certain important financial covenants concerning allowable leverage, unsecured interest coverage, and required fixed charge coverage. Total debt used in the calculation of our ratio of consolidated total debt to consolidated EBITDA (our “Leverage Ratio”) is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance for purposes of measuring compliance.

On June 26, 2020 and February 9, 2021, we entered into ~~an amendment (the “Amendment”)~~amendments to the existing senior unsecured bank credit facility with Bank of America, N.A., as administrative ~~agent.~~agent, (collectively, the “Amendments”). The ~~Amendment suspends~~Amendments suspend requirements to comply with all existing financial maintenance covenants under the credit facility for the period ~~beginning~~which began on July 1, 2020 ~~until~~and ending on the required financial statement reporting date for the ~~third~~second quarter of ~~2021~~2022 (such period, the “Covenant Relief Period”). The existing financial maintenance covenants are reinstated for the quarter ending ~~September~~June 30, ~~2021,~~2022, except that after the reinstatement instead of using the ~~results for the~~ prior four calendar ~~quarters~~quarters’ results in the calculations, only results for the second quarter of ~~2021~~2022 and thereafter are used during a phase in ~~period and the maximum permitted Leverage Ratio for the initial three quarters after reinstatement is increased from 7.25:1.00 to 8.25:1.00 for the first quarter, 8.00:1.00~~period. In addition, for the second quarter of 2022, the only financial covenant that is required to be satisfied is a minimum fixed charge coverage ratio of 1.00:1.00 as of the end of such quarter. For the fiscal quarters ending after the Covenant Relief Period, the financial covenant requirements set forth in the credit facility before the Amendments apply, except that the maximum leverage ratio requirement will be amended to be (a) 8.50:1:00 as at the end of the first and ~~7.75:~~second fiscal quarters ending after the Covenant Relief Period, (b) 8.00:1.00 ~~for~~as at the end of the third ~~quarter.~~ and fourth fiscal quarters ending after the Covenant Relief Period, (c) 7.50:1:00 as at the end of the fifth fiscal quarter ending after the Covenant Relief Period and (d) 7.25:1.00 at all times thereafter.

The ~~Amendment permits~~Amendments permit us to terminate the Covenant Relief Period at any time, subject to demonstrating satisfaction of the financial maintenance covenants that otherwise would apply for the quarter ending June 30, 2022. Subsequent to quarter end, we terminated the Covenant Relief Period prior to the first scheduled test date, as we met the minimum fixed charge coverage ratio required for our first phase-in quarterly test period. We will be required to meet the modified phase-in financial covenant thresholds set forth above for the following five quarters and, after that time (i.e. beginning with first quarter of 2023), will be subject to the original covenant levels in the credit facility prior to amendment. Upon termination of the Covenant Relief Period, the 40-basis point additional interest rate applicable to borrowings under the credit facility was removed, in addition to lifting additional restrictions on repayments, investments and distributions. Certain restrictions, however, will remain in place. For example, stock repurchases will continue to be prohibited until our leverage ratio is below 7.25x.

At September 30, ~~2021.~~

~~The~~2021, the following table summarizes the results of the financial tests required by the credit facility, which are calculated on a trailing twelve month basis, for informational purposes only, as the covenants currently are not ~~currently~~ in effect under the Amendment:


	Actual Ratio			Covenant Requirement for all years
Leverage ratio		~~16.4~~16.6	x	Maximum ratio of 7.25x
Fixed charge coverage ratio		~~0.4~~1.0	x	Minimum ratio of 1.25x
Unsecured interest coverage ratio ⁽¹⁾⁽¹⁾		~~1.5~~2.1	x	Minimum ratio of ~~1.75x~~1.50x

(1) If, at any time, our leverage ratio is below 7.0x, our minimum unsecured interest coverage ratio will increase to 1.75x.

The following table summarizes the results of the financial tests required upon exiting the Covenant Relief Period under the Amendment as of September 30, 2021. The fixed charge coverage ratio calculated below utilizes annualized third quarter results applicable for the phase-in period in contrast to the ratio calculated above, which is based on the trailing twelve months:


	Actual Ratio	Covenant Requirement for all years
~~___________~~

~~(1)~~Fixed charge coverage ratio

~~If, at any time, our leverage~~

3.4

Minimum ratio ~~exceeds 7.0x, our minimum unsecured interest coverage ratio will be reduced to 1.5x.~~of 1.00x

Senior Notes Indenture Covenants

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

The following table summarizes the results of the financial tests required by the ~~senior notes~~ indentures for our ~~Series D, Series E, Series F, Series G, Series H and Series I~~ senior notes and our actual credit ratios as of September 30, ~~2020:~~2021:


	Actual Ratio			Covenant Requirement
Unencumbered assets tests		~~379~~390	%	Minimum ratio of 150%
Total indebtedness to total assets		26	%	Maximum ratio of 65%
Secured indebtedness to total assets		0	%	Maximum ratio of 40%
EBITDA-to-interest coverage ratio		~~1.1~~1.7	x	Minimum ratio of 1.5x

~~We are in compliance with certain of the financial ratios applicable to our Series D, Series E, Series F, Series G, Series H and Series I senior notes as~~As of September 30, ~~2020, however~~2021, we ~~fell below~~have met the ~~1.5x requirement for~~minimum financial covenant levels under our senior notes indentures, which reinstates our ability to incur additional debt so long as we maintain these covenant levels and subject to the provisions of our credit facility and senior notes indentures. Because we are just above the minimum required EBITDA-to-interest coverage ratio as of ~~the~~quarter end, ~~of the third quarter of 2020 and, as a result, we will not be able to incur additional debt while the ratio remains below this requirement.~~

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

The terms of our senior notes that were issued before we attained our investment grade rating provided 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 our Series C senior notes that remain outstanding, our only remaining senior notes issued before we attained an investment grade rating) that previously limited our ability to ~~incur indebtedness or to pay dividends no longer are applicable. The following table summarizes the actual credit ratios for our Series C senior notes~~use debt as ~~of September 30, 2020 and the covenant~~

~~requirements contained in the senior notes indenture that would be applicable~~a financing source remains limited at ~~such times that our senior notes no longer are rated investment grade by either Moody’s or Standard & Poor’s:~~this time.

	Actual Ratio*			~~Covenant Requirement~~
~~Unencumbered assets tests~~		~~379~~	%	~~Minimum ratio of 125%~~
~~Total indebtedness to total assets~~		26	%	~~Maximum ratio of 65%~~
~~Secured indebtedness to total assets~~		0	%	~~Maximum ratio of 45%~~
~~EBITDA-to-interest coverage ratio~~		~~1.1~~	x	~~Minimum ratio of 2.0x~~
~~___________~~

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

Our EBITDA-to-interest coverage ratio fell below the 2.0x requirement as of the end of the third quarter of 2020 and, in the event we lose our investment grade rating, the restrictions for incurring additional debt while the ratio remains below this requirement will be applicable.

For additional 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, ~~2019 and Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 2020.

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. Funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. As of September 30, ~~2020,~~2021, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each Host L.P. 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. ~~During~~Under the ~~Covenant Relief Period,~~credit facility, as amended, all redemptions must be made with Host Inc. common ~~stock.~~stock until Host L.P.’s leverage ratio is below 7.25x.

Investors should consider the non-controlling interests in the Host L.P. common OP units when analyzing 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. 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 on Host Inc.’s results of operations, as well as tax gains and losses on ~~property~~hotel sales. As part of our response to the COVID-19 pandemic and in order to preserve cash and future financial flexibility, we have suspended our regular quarterly common cash ~~dividends.~~dividend. All future dividends are subject to Board approval.

Critical Accounting Policies

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 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, ~~2019.~~2020.

All Owned Hotel Pro Forma Operating Statistics and Results

To facilitate a quarter-to-quarter comparison of our operations, we typically 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 presentation on a comparable hotel basis in order to enable our investors to better evaluate our operating performance (discussed in ~~Comparable Hotel~~“Hotel Property Level Operating ~~Statistics~~Results” below). However, due to the COVID-19 pandemic and its effects on operations, there is little comparability between periods. For this reason, we ~~are~~ temporarily ~~suspending~~suspended our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting results on a pro forma basis, including the following adjustments: (1) operating results are

presented for all consolidated hotels owned as of September 30, ~~2020,~~2021, but do not

include the results of operations for properties sold ~~in 2019 or~~ through the reporting date; and (2) operating results for acquisitions ~~in the current and prior year~~as of September 30, 2021 are reflected for full calendar years, 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.

~~Comparable Hotel Operating Statistics~~Constant US$ and Nominal US$

The following discusses our typical presentation of comparable hotels; however, this method is not being used in the current presentation as prior year presentation of comparable hotel performance is no longer relevant given the impact of COVID-19 on hotel operations. To facilitate a quarter-to-quarter comparison of our hotel operations, we typically 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 on a comparable hotel basis in order to enable our investors to better evaluate our operating performance.

~~We define our comparable hotels as those:~~

~~(i)~~

~~that are owned or leased by us at the end 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 further defined below) during the reporting periods being compared.~~

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 capital project that would cause a hotel to be excluded from our comparable hotel set is an extensive renovation of several core aspects of 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 hotel to be removed from the comparable 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.

Historically, we have not included an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results for one full calendar year. For example, we acquired the 1 Hotel South Beach in February 2019 and therefore it was not included in our comparable hotels for 2019. We, however, made a change to this policy effective January 1, 2020, which is explained below under “2020 Comparable Hotel Definition Change.”

Hotels that we sell are excluded from the comparable hotel set once the transaction has closed. Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption or commence a large-scale capital project. 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 property damage or cessation of the business interruption, or the completion of large-scale capital projects, as applicable.

~~2020 Comparable Hotel Definition Change~~

Effective January 1, 2020, the Company adjusted its definition of comparable hotels to include recent acquisitions on a pro forma basis assuming they have comparable operating environments. Operating results for acquisitions in the current and prior year will be reflected for full calendar years, and will include results for periods prior to our ownership. Management believes this change will provide investors a better understanding of underlying growth trends for our current portfolio. As a result, the 1 Hotel South Beach would have been included in the comparable hotel set for 2020.

~~CONSTANT US$ AND NOMINAL US$~~

Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. For comparative purposes, we also present the RevPAR 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~~change 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 (loss), EBITDA, Adjusted EBITDAre, diluted earnings (loss) per ~~diluted~~common share and Adjusted FFO per diluted share. Nominal US$ results include the effect of currency fluctuations, consistent with our financial statement presentation.

Non-GAAP Financial Measures

We use certain “non-GAAP financial measures,” which are measures of our historical 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



All Owned Hotel Pro Forma operating statistics and results, as a measure of performance for Host Inc. and Host L.P.

•

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

•

~~All Owned Hotel pro forma operating results, as a measure of performance for Host Inc. and Host L.P., and~~

•

~~COVID-19 Non-GAAP Financial Measures, including Hotel-level operating loss and cash burn.~~

The following discussion 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, ~~2019~~2020 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.

Due to the loss of business during the COVID-19 pandemic, the managers of our hotels have significantly reduced wages and benefits expense through employee furloughs to preserve operating cash flow and have incurred, and expect to continue to incur, significant severance expenses. We expect that a portion of the reduction in wage and benefit expenses as a result of the terminations will become permanent due to changes in the hotel-level operating model based on negotiations with our managers when a future recovery in the lodging industry is achieved. While severance expense is not uncommon at either the individual hotel or corporate level, due to the scope of the operational changes currently under discussion with our hotel managers across much of our portfolio, as well as the potential for significant restructuring at an individual hotel-specific level, we do not consider the current severance costs to be within the normal course of business. Therefore, effective for the third quarter of 2020, we remove these amounts from hotel property level operating results and we have changed our definition of Adjusted EBITDAre and Adjusted FFO as set forth below to exclude non-ordinary course severance costs, which we believe provides useful supplemental information that is beneficial to an investor’s understanding of our ongoing operating performance. Furlough costs, which are viewed as a replacement to wages, will continue to be included in these metrics.

EBITDA, EBITDAre and Adjusted EBITDAre

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~~that 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 our compensation programs.

EBITDAre and Adjusted EBITDAre

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~~ (including gains or losses on change of control), impairment ~~write-downs~~expense of 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. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s understanding of our operating performance. Adjusted EBITDAre also is similar to ~~what is~~the measure used ~~in calculating~~to calculate certain credit 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 EBITDAre:



Property Insurance Gains – We exclude the effect of property insurance gains reflected in our consolidated 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, property insurance gains 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 the market value of real estate assets.



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.



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.

•

~~Property Insurance Gains~~ ~~– We exclude the effect of property insurance gains reflected in our consolidated statements of operations because we believe that including them in Adjusted EBITDA~~re is not consistent with reflecting the ongoing performance of our assets. In addition, property insurance gains 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 the market value of real estate assets.

•

~~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.

•

~~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~~ – Effective for the third quarter of 2020, in certain circumstances, we will add back hotel-level severance expenses when we do not believe they are reflective of the ongoing operation of our properties. Situations that would result in a severance add-back include (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 restructuring 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 the ~~company’s~~Company’s current operating performance. The last ~~such~~ adjustment of this nature was a 2013 exclusion of a gain from an eminent domain claim.

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

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

(in millions)

Quarter ended
September 30,

Year-to-date ended
September 30,

2020

2019

2020

2019

Net income (loss) ⁽¹⁾

$
(316
)

$
372

$
(675
)

$
851

Interest expense

66

46

143

132

Depreciation and amortization

166

159

498

495

Income taxes

(73
)

4

(156
)

22

EBITDA ⁽¹⁾

(157
)

581

(190
)

1,500

Gain on dispositions ⁽²⁾

(1
)

(273
)

(1
)

(332
)
Non-cash impairment expense

—

6

—

6

Equity investment adjustments:

Equity in (earnings) losses of affiliates

5

(4
)

26

(13
)
Pro rata EBITDAre of equity investments

(1
)

6

(15
)

22

EBITDAre⁽¹⁾

(154
)

316

(180
)

1,183

Adjustments to EBITDAre:

Severance at hotel properties⁽³⁾

43

—

44

—

Gain on property insurance settlement

—

(4
)

—

(4
)
Adjusted EBITDAre⁽¹⁾

$
(111
)

$
312

$
(136
)

$
1,179

___________


	Quarter ended September 30,						Year-to-date ended September 30,
	2021			2020			2021			2020
Net loss⁽¹⁾	$	(120	)	$	(316	)	$	(334	)	$	(675	)
Interest expense		43			66			128			143
Depreciation and amortization		171			166			505			498
Income taxes		(13	)		(73	)		(81	)		(156	)
EBITDA⁽¹⁾		81			(157	)		218			(190	)
Gain on dispositions		—			(1	)		—			(1	)
Non-cash impairment expense		92			—			92			—
Equity investment adjustments:
Equity in (earnings) losses of affiliates		(2	)		5			(36	)		26
Pro rata EBITDAre of equity investments⁽²⁾		8			(1	)		21			(15	)
EBITDAre⁽¹⁾		179			(154	)		295			(180	)
Adjustments to EBITDAre:
Severance expense (reversal) at hotel properties		(2	)		43			(5	)		44
Adjusted EBITDAre⁽¹⁾	$	177		$	(111	)	$	290		$	(136	)
___________

(1) Net loss, EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO for the year-to-date ended September 30, 2020 include a gain of $12 million from the sale of land adjacent to The Phoenician hotel and a loss of $14 million related to inventory impairment expense recorded by our Maui timeshare joint venture, reflected through equity in (earnings) losses of affiliates.

(2) Pro rata EBITDAre of equity investments and pro rata FFO of equity investments for year-to-date ended September 30, 2021 include a realized gain of approximately $3 million related to equity securities held by one of our unconsolidated partnerships, Fifth Wall Ventures, L.P. 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.

~~(1)~~

Net income, EBITDA, EBITDAre, Adjusted EBITDAre, NAREIT FFO and Adjusted FFO for the year-to-date ended September 30, 2020 include a gain of $12 million from the sale of land adjacent to The Phoenician hotel and a loss of $14 million related to inventory impairment expense recorded by our Maui timeshare joint venture, reflected through equity in (earnings) losses of affiliates.

~~(2)~~

~~Reflects the sale of 12 hotels in 2019.~~

~~(3)~~

~~Including severance costs, our Adjusted EBITDA~~re would have been $(154) million for the third quarter 2020 and $(180) million year-to-date 2020. Including severance costs, our Adjusted FFO would have been $(123) million for the third quarter 2020 and $(146) million year-to-date 2020.

FFO Measures

We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings 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. ~~The adoption did not result in a change in the way we calculate NAREIT FFO.~~ NAREIT defines FFO as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment ~~write-downs~~expense of certain real estate assets and investments and adjustments for consolidated partially-owned entities and unconsolidated affiliates. Adjustments for consolidated partially-owned entities and unconsolidated 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 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.



•

~~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.

•

~~Severance Expense –~~ Effective for the third quarter of 2020, in certain circumstances, we will add back hotel-level severance expenses when we do not believe they are reflective of the ongoing operation of our properties. Situations that would result in a severance add back include (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 restructuring 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. 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 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~~on-going 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 (loss), the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:

Host Inc. Reconciliation of Diluted ~~Earnings (Loss)~~Loss 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,

2020

2019

2020

2019

Net income (loss) ⁽¹⁾

$
(316
)

$
372

$
(675
)

$
851

Less: Net (income) loss attributable to
non-controlling interests

3

(4
)

7

(11
)
Net income (loss) attributable to Host Inc.

(313
)

368

(668
)

840

Adjustments:

Gain on dispositions ⁽²⁾

(1
)

(273
)

(1
)

(332
)
Tax on dispositions

—

(3
)

—

(3
)
Gain on property insurance settlement

—

(4
)

—

(4
)
Depreciation and amortization

165

159

496

493

Non-cash impairment expense

—

6

—

6

Equity investment adjustments:

Equity in (earnings) losses of affiliates

5

(4
)

26

(13
)
Pro rata FFO of equity investments

(4
)

3

(21
)

16

Consolidated partnership adjustments:

FFO adjustment for non-controlling partnerships

—

—

(1
)

1

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

(2
)

1

(5
)

(2
)
NAREIT FFO ⁽¹⁾

(150
)

253

(174
)

1,002

Adjustments to NAREIT FFO:

Loss on debt extinguishment

27

4

28

4

Severance at hotel properties ⁽³⁾

43

—

44

—

Adjusted FFO ⁽¹⁾

$
(80
)

$
257

$
(102
)

$
1,006

For calculation on a per share basis ⁽⁴⁾:

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

705.2

725.8

706.1

735.4

Diluted earnings (loss) per common share

$
(.44
)

$
.51

$
(.95
)

$
1.14

NAREIT FFO per diluted share

$
(.21
)

$
.35

$
(.25
)

$
1.36

Adjusted FFO per diluted share

$
(.11
)

$
.35

$
(.14
)

$
1.37

___________

~~(1-3)~~

Quarter ended September 30,

Year-to-date ended September 30,

2021

2020

2021

2020

Net loss⁽¹⁾

$
(120
)

$
(316
)

$
(334
)

$
(675
)
Less: Net loss attributable to non-controlling interests

1

3

3

7

Net loss attributable to Host Inc.

(119
)

(313
)

(331
)

(668
)
Adjustments:

Gain on dispositions

—

(1
)

—

(1
)
Depreciation and amortization

171

165

504

496

Non-cash impairment expense

92

—

92

—

Equity investment adjustments:

Equity in (earnings) losses of affiliates

(2
)

5

(36
)

26

Pro rata FFO of equity investments⁽²⁾

6

(4
)

16

(21
)
Consolidated partnership adjustments:

FFO adjustment for non-controlling partnerships

—

—

(1
)

(1
)
FFO adjustments for non-controlling interests of Host L.P.

(3
)

(2
)

(6
)

(5
)
NAREIT FFO⁽¹⁾

145

(150
)

238

(174
)
Adjustments to NAREIT FFO:

Loss on debt extinguishment

—

27

—

28

Severance expense (reversal) at hotel properties

(2
)

43

(5
)

44

Adjusted FFO⁽¹⁾

$
143

$
(80
)

$
233

$
(102
)

For calculation on a per share basis:⁽³⁾

Diluted weighted average shares outstanding - EPS

713.9

705.2

709.0

706.1

Assuming issuance of common shares granted under the comprehensive stock plans

1.6

—

1.6

—

Diluted weighted average shares outstanding - NAREIT FFO and Adjusted FFO

715.5

705.2

710.6

706.1

Diluted loss per common share

$
(.17
)

$
(.44
)

$
(.47
)

$
(.95
)
NAREIT FFO per diluted share

$
.20

$
(.21
)

$
.33

$
(.25
)
Adjusted FFO per diluted share

$
.20

$
(.11
)

$
.33

$
(.14
)
___________

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

(3) Diluted loss per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling 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.

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

~~(4)~~

Diluted earnings (loss) per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling 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.

Hotel Property Level Operating Results

We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a hotel-level pro forma basis as supplemental information for our investors. Our hotel results reflect the operating results of our hotels as discussed in ~~All~~“All Owned Hotel Pro Forma Operating Statistics and Results” above. We present all owned hotel pro forma EBITDA to help us and our investors evaluate the ongoing operating performance of our 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 hotels. All owned hotel pro forma results are presented both by location and for our properties in the aggregate. While severance expense is not uncommon at the individual property level in the normal course of business, we eliminate from our hotel level operating results severance costs related to broad-based and significant property-level ~~restructuring~~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 ~~historically~~ 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 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.

While management believes that presentation of all owned 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 all owned hotel results in the aggregate. For these reasons, we believe all owned 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 present certain operating results and statistics for our hotels for the periods presented herein and a reconciliation of the differences between all owned hotel pro forma EBITDA, a non-GAAP financial measure, and net income (loss), the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable. Similar reconciliations of the differences between (i) 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) hotel expenses and (iv) operating costs and expenses as calculated and presented in accordance with GAAP, also are included in the reconciliation:

All Owned Hotel Pro Forma Results for Host Inc. and Host L.P.

(in millions, except hotel statistics)

Quarter ended
September 30,

Year-to-date ended
September 30,

2020

2019

2020

2019

Number of hotels

80

80

80

80

Number of rooms

46,674

46,674

46,674

46,674

Change in hotel Total RevPAR-

Constant US$

(83.9
)%

—

(65.9
)%

—

Nominal US$

(83.9
)%

—

(65.9
)%

—

Change in hotel RevPAR -

     Constant US$

(84.1
)%

—

(67.2
)%

—

     Nominal US$

(84.2
)%

—

(67.2
)%

—

Operating profit (loss) margin ⁽¹⁾

(160.6
)%

10.9
%

(50.4
)%

15.3
%
All Owned Hotel Pro Forma EBITDA margin (1)

(46.0
)%

25.6
%

(5.3
)%

29.5
%
Food and beverage profit margin ⁽¹⁾

(132.3
)%

23.8
%

4.3
%

31.7
%
All Owned Hotel Pro Forma food and beverage profit margin (1)

(54.8
)%

23.7
%

10.8
%

31.8
%

Net income (loss)

$
(316
)

$
372

$
(675
)

$
851

Depreciation and amortization

166

165

498

501

Interest expense

66

46

143

132

Provision (benefit) for income taxes

(73
)

4

(156
)

22

Gain on sale of property and corporate level
     income/expense

23

(263
)

74

(296
)
Severance at hotel properties⁽²⁾

43

—

44

—

Pro forma adjustments⁽³⁾

—

(14
)

—

(54
)
All Owned Hotel Pro Forma EBITDA

$
(91
)

$
310

$
(72
)

$
1,156


	Quarter ended September 30,						Year-to-date ended September 30,
	2021			2020			2021			2020
Number of hotels		84			83			84			83
Number of rooms		47,474			47,309			47,474			47,309
Change in hotel Total RevPAR -
Constant US$		288.5	%		—			38.7	%		—
Nominal US$		288.7	%		—			38.7	%		—
Change in hotel RevPAR -
Constant US$		307.3	%		—			51.5	%		—
Nominal US$		307.5	%		—			51.4	%		—
Operating loss margin⁽¹⁾		(11.3	)%		(160.6	)%		(17.4	)%		(50.4	)%
All Owned Hotel Pro Forma EBITDA margin⁽¹⁾		23.0	%		(44.5	)%		18.4	%		(5.6	)%
Food and beverage profit margin⁽¹⁾		23.6	%		(132.3	)%		22.7	%		4.3	%
All Owned Hotel Pro Forma food and beverage profit margin⁽¹⁾		22.9	%		(47.4	)%		22.2	%		11.1	%

Net loss	$	(120	)	$	(316	)	$	(334	)	$	(675	)
Depreciation and amortization		263			166			597			498
Interest expense		43			66			128			143
Benefit for income taxes		(13	)		(73	)		(81	)		(156	)
Gain on sale of property and corporate level income/expense		19			23			31			74
Severance expense (reversal) at hotel properties		(2	)		43			(5	)		44
Pro forma adjustments⁽²⁾		6			(7	)		28			(8	)
All Owned Hotel Pro Forma EBITDA⁽³⁾	$	196		$	(98	)	$	364		$	(80	)

Quarter ended September 30, 2020

Quarter ended September 30, 2019

Adjustments

��

Adjustments

GAAP Results

Severance at hotel properties (2)

Depreciation and corporate level items

All Owned Hotel Pro Forma Results (3)

GAAP Results

Pro forma adjustments (3)

Depreciation and corporate level items

All Owned Hotel Pro Forma Results (3)

Revenues

Room

$
126

$
—

$
—

$
126

$
830

$
(34
)

$
—

$
796

Food and beverage

31

—

—

31

341

(12
)

—

329

Other

41

—

—

41

91

(4
)

—

87

Total revenues

198

—

—

198

1,262

(50
)

—

1,212

Expenses

Room

69

(13
)

—

56

221

(9
)

—

212

Food and beverage

72

(24
)

—

48

260

(9
)

—

251

Other

191

(6
)

—

185

457

(18
)

—

439

Depreciation and amortization

166

—

(166
)

—

165

—

(165
)

—

Corporate and other expenses

18

—

(18
)

—

26

—

(26
)

—

Gain on insurance and business
interruption settlements

—

—

—

—

(4
)

—

4

—

Total expenses

516

(43
)

(184
)

289

1,125

(36
)

(187
)

902

Operating Profit - All Owned Hotel Pro Forma EBITDA

$
(318
)

$
43

$
184

$
(91
)

$
137

$
(14
)

$
187

$
310

Year-to-date ended September 30, 2020

Year-to-date ended September 30, 2019

Adjustments

Adjustments

GAAP Results

Severance at hotel properties (2)

Depreciation and corporate level items

All Owned Hotel Pro Forma Results (3)

GAAP Results

Pro forma adjustments (3)

Depreciation and corporate level items

All Owned Hotel Pro Forma Results (3)

Revenues

Room

$
813

$
—

$
—

$
813

$
2,618

$
(145
)

$
—

$
2,473

Food and beverage

372

—

—

372

1,223

(51
)

—

1,172

Other

168

—

—

168

294

(15
)

—

279

Total revenues

1,353

—

—

1,353

4,135

(211
)

—

3,924

Expenses

Room

299

(13
)

—

286

664

(36
)

—

628

Food and beverage

356

(24
)

—

332

835

(36
)

—

799

Other

814

(7
)

—

807

1,426

(85
)

—

1,341

Depreciation and amortization

498

—

(498
)

—

501

—

(501
)

—

Corporate and other expenses

68

—

(68
)

—

80

—

(80
)

—

Gain on insurance and business
interruption settlements

—

—

—

—

(4
)

—

4

—

Total expenses

2,035

(44
)

(566
)

1,425

3,502

(157
)

(577
)

2,768

Operating Profit - All Owned Hotel Pro Forma EBITDA

$
(682
)

$
44

$
566

$
(72
)

$
633

$
(54
)

$
577

$
1,156

___________

~~(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. Hotel margins are calculated using amounts presented in the above tables.

~~(2)~~

~~Including severance costs, our All Hotel Pro Forma EBITDA would have been $(134) million for the third quarter 2020 and $(116) million year-to-date 2020.~~

~~(3)~~

Pro forma adjustments represent the following items: (i) the elimination of results of operations of our sold hotels, 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 during the presented periods. For this presentation, we no longer adjust for certain items such as gains on business interruption insurance settlements,


	Quarter ended September 30, 2021														Quarter ended September 30, 2020
				Adjustments														Adjustments
	GAAP Results			Severance at hotel properties			Pro forma adjustments⁽²⁾		Depreciation and corporate level items			All Owned Hotel Pro Forma Results⁽³⁾			GAAP Results			Severance at hotel properties			Pro forma adjustments⁽²⁾			Depreciation and corporate level items			All Owned Hotel Pro Forma Results⁽³⁾
Revenues
Room	$	557		$	—		$	7	$	—		$	564		$	126		$	—		$	12		$	—		$	138
Food and beverage		191			—			1		—			192			31			—			7			—			38
Other		96			—			1		—			97			41			—			3			—			44
Total revenues		844			—			9		—			853			198			—			22			—			220
Expenses
Room		150			1			1		—			152			69			(13	)		4			—			60
Food and beverage		146			1			1		—			148			72			(24	)		8			—			56
Other		361			—			1		—			362			191			(6	)		17			—			202
Depreciation and amortization		263			—			—		(263	)		—			166			—			—			(166	)		—
Corporate and other expenses		24			—			—		(24	)		—			18			—			—			(18	)		—
Gain on insurance and business interruption settlements		(5	)		—			—		—			(5	)		—			—			—			—			—
Total expenses		939			2			3		(287	)		657			516			(43	)		29			(184	)		318
Operating Profit - All Owned Hotel Pro Forma EBITDA⁽³⁾	$	(95	)	$	(2	)	$	6	$	287		$	196		$	(318	)	$	43		$	(7	)	$	184		$	(98	)


	Year-to-date ended September 30, 2021														Year-to-date ended September 30, 2020
				Adjustments														Adjustments
	GAAP Results			Severance at hotel properties			Pro forma adjustments⁽²⁾		Depreciation and corporate level items			All Owned Hotel Pro Forma Results⁽³⁾			GAAP Results			Severance at hotel properties			Pro forma adjustments⁽²⁾			Depreciation and corporate level items			All Owned Hotel Pro Forma Results⁽³⁾
Revenues
Room	$	1,237		$	—		$	55	$	—		$	1,292		$	813		$	—		$	41		$	—		$	854
Food and beverage		405			—			18		—			423			372			—			24			—			396
Other		250			—			13		—			263			168			—			11			—			179
Total revenues		1,892			—			86		—			1,978			1,353			—			76			—			1,429
Expenses
Room		324			1			10		—			335			299			(13	)		12			—			298
Food and beverage		313			1			15		—			329			356			(24	)		20			—			352
Other		919			3			33		—			955			814			(7	)		52			—			859
Depreciation and amortization		597			—			—		(597	)		—			498			—			—			(498	)		—
Corporate and other expenses		73			—			—		(73	)		—			68			—			—			(68	)		—
Gain on insurance and business interruption settlements		(5	)		—			—		—			(5	)		—			—			—			—			—
Total expenses		2,221			5			58		(670	)		1,614			2,035			(44	)		84			(566	)		1,509
Operating Profit - All Owned Hotel Pro Forma EBITDA⁽³⁾	$	(329	)	$	(5	)	$	28	$	670		$	364		$	(682	)	$	44		$	(8	)	$	566		$	(80	)

(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. Hotel margins are calculated using amounts presented in the above tables.

(2) Pro forma adjustments represent the following items: (i) the elimination of results of operations of hotels sold as of September 30, 2021, 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 September 30, 2021. All Owned Hotel Pro Forma results also includes the results ~~of our leased office buildings and other non-hotel revenue and expense items, and they are included in the All Owned Hotel Pro Forma results.~~

~~COVID-19 Non-GAAP Financial Measures~~

~~Hotel-level Operating Loss~~

~~We present hotel-level operating loss because management believes this metric is helpful to investors to evaluate the monthly operating performance~~ of our ~~properties during the COVID-19 pandemic. We further adjust~~leased office buildings and other non-hotel revenue and expense items.

(3) All Owned Hotel Pro Forma EBITDA to

~~reflect benefits~~excludes the Laura Hotel, the luxury downtown Houston hotel acquired in July 2021, as it was closed for ~~furloughed employees~~the entirety of the quarter. Additionally, the AC Hotel Scottsdale North is a new development hotel that opened in the month that they are provided to the employees at our hotels, replacing the related GAAP expense accrual. While furlough costs may arise in various situations, the furlough costs incurred during the COVID-19 pandemic are unusually large and not reflective of how wages and benefits are generally accrued and paid.January 2021. Therefore, management adjusts All Owned Hotel Pro Forma EBITDA to include the furlough costs based on the timing that they are provided to the employees of our operators to better reflect monthly costs and evaluatethere were no operations for the hotel ~~performance. We accrue~~prior to January 2021 and no adjustments were made for pro forma results of the hotel for periods prior to its opening. Results for the ~~anticipated furlough costs when our hotel managers have committed~~five hotels sold subsequent to quarter end are included, as they were owned for the ~~continuation of these benefits regardless~~entirety of the ~~timing of the benefits. For example, in March 2020 we accrued $35 million for April~~periods presented.

Item 3. Quantitative and May benefits for furloughed employees at our Marriott- and Hyatt-managed hotels. In June 2020, we accrued $32 million for the July, August and September benefits for our Marriott-managed hotels. As a result, our GAAP operating results reflect the timing of the commitment rather than the actual month of the benefits. While the net impact of the accrual is not significant in the evaluation of our hotel operations on a quarterly basis, we adjust for the timing of the accrual on a monthly basis to include the expense in the month that the furlough benefits are provided in order to evaluate the month-to-month changes in operating results at our properties exclusive of the timing of the accrual.Qualitative Disclosures about Market RiskHotel-level operating loss is not intended to be, and should not be used as, a substitute for GAAP net income (loss). Because of the elimination of corporate-level costs and expenses, gains or losses on disposition and depreciation and amortization expense, the hotel-level monthly operating results we present do not represent our total operating results 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.

The following table provides a reconciliation of the differences between our non-GAAP financial measure, hotel-level operating loss, and net loss, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:

~~Reconciliation of Net Loss to Hotel-level Operating Loss for Host Inc. and Host L.P.~~

~~(in millions)~~

Quarter ended September 30, 2020

Quarter ended
June 30, 2020

Net loss

$
(316
)

$
(356
)
Depreciation and amortization

166

168

Interest expense

66

40

Benefit for income taxes

(73
)

(46
)
Gain on sale of property and corporate level income/expense

23

34

Severance at the hotel properties

43

1

All Owned Hotel Pro Forma EBITDA

(91
)

(159
)
Benefits for furloughed employees adjustment

(6
)

(3
)
Hotel-level operating loss

$
(97
)

$
(162
)

~~Cash Burn~~

We present cash burn because management believes this metric is helpful to investors to evaluate our ability to continue to fund operations during periods where hotels have suspended operations or are operating at very low levels of occupancy due to the COVID-19 pandemic We define cash burn as net cash from operating activities adjusted for (i) capital expenditures; (ii) changes in short term assets and liabilities; and (iii) contributions to equity investments, as further described below. Cash burn is not intended to be, and should not be used as, a substitute for GAAP cash flow as it does not reflect the issuance or repurchase of equity, the payment of dividends, the issuance or repayment of debt, or other investing activities such as the purchase or sale of hotels. Adjustments include:

•

~~Capital Expenditures –~~ Capital expenditures are included in the cash burn amount as they represent a significant on-going cash outflow for us. While we continually evaluate our capital expenditures program to appropriately balance improving and renewing our hotel portfolio with our overall cash needs; we continue to anticipate capital expenditures to be a significant cash outflow.

•

~~Changes in short term assets and liabilities –~~ We eliminate changes in short-term assets and liabilities, including due from managers, other assets and other liabilities, that primarily represent timing of cash inflows and outflows. As a result, cash burn includes income and expenses in better alignment with how these items are reflected on the statement of operations. These items generally represent receipts and payments that will be settled within the year and do not reflect our cash savings or liquidity needs on an on-going basis.

•

~~Contributions to equity investments –~~ We include contributions to equity investments that have been necessary due to the depressed operations for these investments during the COVID-19 pandemic. These contributions are included as investing activities on the consolidated statements of cash flows.

~~The following table provides a reconciliation of our net cash used in operating activities per our statements of cash flows to cash burn:~~

~~Reconciliation of GAAP Net Cash Used in Operating Activities to Cash Burn for Host Inc. and Host L.P.~~

~~(in millions)~~

Quarter ended
September 30, 2020

Quarter ended
June 30, 2020

GAAP net cash used in operating activities

$
(149
)

$
(172
)

Capital expenditures

(84
)

(169
)
Contributions to equity investments

(1
)

(1
)
Timing adjustments

Change in due from/to managers

(82
)

(31
)
Change in other assets

37

(17
)
Change in other liabilities

12

(9
)
Cash burn

$
(267
)

$
(399
)

~~Item 3.~~

~~Quantitative and Qualitative Disclosures about Market Risk~~

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

Interest Rate Sensitivity

As of September 30, ~~2020~~2021 and December 31, ~~2019, 56% and 74%, respectively,~~2020, 55% 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 enter are strictly to hedge interest rate risk, and are not for trading purposes. The percentages above reflect the effect of any derivatives into which we have entered to manage interest rate risk. No interest rate hedging transactions were entered into during the first three quarters of ~~2020.~~2021. See Item 7A of our most recent Annual Report on Form 10–K.

Exchange Rate Sensitivity

As we have operations outside of the United States (specifically, the ownership of hotels in Brazil and Canada and a minority investment in 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. During the third quarter of ~~2020, two~~2021, one foreign currency forward purchase ~~contracts~~contract matured, ~~each~~ with a total notional amount of CAD 3725 million ($2720 million), and we paid $4$0.2 million in the aggregate upon settlement. In replacement of the maturing ~~contracts,~~contract, we entered into ~~two~~a new ~~foreign currency forward purchase contracts, each with a notional amount of CAD 37 million ($28 million) that mature in March 2021. We also have a~~ foreign currency forward purchase contract, with a total notional amount of CAD 25 million ($1820 million), that matures in February ~~2021.~~2022. We have two other foreign currency forward purchase contracts, with a total notional amount of CAD 74 million ($59 million), that mature in March 2022. The foreign currency exchange agreements into which we have entered are strictly to hedge foreign currency risk and not for trading purposes.

See Item 7A of our most recent Annual Report on Form ~~10-K.~~10-K and Item 3 of our Quarterly Report on Form 10-Q for the first and second quarters of 2021.

Item 4. Controls and 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

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

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

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

On August 5, 2019, Host Inc. announced an increase from $500 million to $1 billion in the amount authorized under its share repurchase program. The common stock may be purchased from time to time depending upon market conditions and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount, and may be suspended at any time at our discretion. Repurchases are currently restricted under the credit facility, as amended.


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, 2021 – July 31, 2021		—	$	—		—	$	371
August 1, 2021 – August 31, 2021		—		—		—		371
September 1, 2021 – September 30, 2021		—		—		—		371
Total		—	$	—		—	$	371

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, 2020 – July 31, 2020

––

$
––

––

$
371

August 1, 2020 – August 31, 2020

––

––

––

371

September 1, 2020 – September 30, 2020

––

––

––

371

Total

––

$
––

––

$
371

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

On July 26, 2021, Host Inc. issued 28,030 shares of common stock to the Nicholas J. Schreiber 2019 Trust in exchange for 27,441 OP units of Host L.P. held by the trust. All shares were issued pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act. The number of shares issued was based on the current conversion factor of 1.021494 common shares per OP unit.

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 1, ~~2020~~2021 – July 31, ~~2020~~2021

~~379~~35,671

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

––—

August 1, ~~2020~~2021 – August 31, ~~2020~~2021

~~10,850~~24,267

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

––—

September 1, ~~2020~~2021 – September 30, ~~2020~~2021

~~14,753~~7,517

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

––—

Total

~~25,982~~

––

*	~~Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.~~

~~Item 6.~~		~~Exhibits~~	67,455						—				—
___________

* Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.

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 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.

•

~~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 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 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

431		~~Instruments Defining Rights of Security Holders~~


~~4.13~~		Sixth Supplemental Indenture, dated August 20, 2020, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 21, 2020.
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.

~~Exhibit No.~~		~~Description~~
101		XBRL

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.

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).

The following materials, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Quarter and Year-to-date ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and

Year-to-date ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for Host Hotels & Resorts, Inc.; (iv) the Condensed Consolidated Statements of Cash Flows for the Year-to-date ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for Host Hotels & Resorts, Inc. (v) the Condensed Consolidated Statements of Operations for the Quarter and Year-to-date ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for Host Hotels & Resorts, L.P.; (vi) the Condensed Consolidated Balance Sheets at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, 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 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for Host Hotels & Resorts, L.P.; (viii) the Condensed Consolidated Statements of Cash Flows for the Year-to-date ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for Host Hotels & Resorts, L.P.; and (ix) Notes to Condensed Consolidated Financial Statements.

*	~~Filed herewith.~~

* Filed herewith.

† This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

†

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~~

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 6, 2020~~		/S~~/ BRIAN~~ ~~G. MACNAMARA~~

November 5, 2021	~~Brian G. Macnamara~~	/s/ Joseph C. Ottinger
		Joseph C. Ottinger Senior Vice President, Corporate Controller

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 6, 2020~~		/S~~/ BRIAN~~ ~~G. MACNAMARA~~

November 5, 2021	~~Brian G. Macnamara~~	/s/ Joseph C. Ottinger
		Joseph C. Ottinger Senior Vice President, Corporate Controller of Host Hotels & Resorts, Inc., general partner of Host Hotels & Resorts, L.P.


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

4747 Bethesda Ave, Suite 1300 Bethesda, Maryland (Address of Principal Executive Offices)		20814 (Zip Code)


	Title of each class	Trading Symbol	Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.	Common Stock, $.01 par value	HST	The Nasdaq Stock Market LLC
Host Hotels & Resorts, L.P.	None	None	None


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


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


Host Hotels & Resorts, Inc.
Large accelerated filer☑	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

Host Hotels & Resorts, L.P.
Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer☑	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. ☐


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


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

	Condensed Consolidated Balance Sheets - September 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020	1

	Condensed Consolidated Statements of Operations ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended September 30, ~~2020~~2021 and ~~2019~~2020	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended September 30, ~~2020~~2021 and ~~2019~~ 2020	3

	Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~(unaudited) - Year-to-date ended September 30, ~~2020~~2021 and ~~2019~~ 2020	4

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

	Condensed Consolidated Balance Sheets - September 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020	6

	Condensed Consolidated Statements of Operations ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended September 30, ~~2020~~2021 and ~~2019~~ 2020	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~(unaudited)~~(unaudited) - Quarter and Year-to-date ended September 30, ~~2020~~2021 and ~~2019~~ 2020	8

	Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~(unaudited) - Year-to-date ended September 30, ~~2020~~2021 and ~~2019~~ 2020	9

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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4846

Item 4.	Controls and Procedures	4947

	PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5048

Item 6.	Exhibits	5149


		September 30, 2020			December 31, 2019				September 30, 2021			December 31, 2020
		(unaudited)							(unaudited)
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	9,487		$	9,671			$	10,124		$	9,416
Right-of-use assets			600			595				559			597
Assets held for sale			53			—				280			—
Due from managers			19			63				58			22
Advances to and investments in affiliates			33			56				62			21
Furniture, fixtures and equipment replacement fund			138			176				138			139
Other			311			171				453			360
Cash and cash equivalents			2,430			1,573				1,038			2,335
Total assets		$	13,071		$	12,305			$	12,712		$	12,890

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY							LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes		$	3,150		$	2,776			$	3,068		$	3,065
Credit facility, including term loans of $997			2,482			989
Credit facility, including the term loans of $997										2,472			2,471
Other debt			6			29				5			5
Total debt			5,638			3,794				5,545			5,541
Lease liabilities			612			606				572			610
Accounts payable and accrued expenses			78			263				91			71
Due to managers			90			—				55			64
Liabilities held for sale										37			—
Other			166			175				167			170
Total liabilities			6,584			4,838				6,467			6,456

Redeemable non-controlling interests - Host Hotels & Resorts, L.P.			80			142				119			108

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 705.3 million shares and 713.4 million shares issued and outstanding, respectively			7			7
Common stock, par value $.01, 1,050 million shares authorized, 714.0 million shares and 705.4 million shares issued and outstanding, respectively										7			7
Additional paid-in capital			7,589			7,675				7,700			7,568
Accumulated other comprehensive loss			(79	)		(56	)			(75	)		(74	)
Deficit			(1,115	)		(307	)			(1,511	)		(1,180	)
Total equity of Host Hotels & Resorts, Inc. stockholders			6,402			7,319				6,121			6,321
Non-redeemable non-controlling interests—other consolidated partnerships			5			6				5			5
Total equity			6,407			7,325				6,126			6,326
Total liabilities, non-controlling interests and equity		$	13,071		$	12,305			$	12,712		$	12,890


	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended September 30,						Year-to-date ended September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
REVENUES
Rooms	$	126		$	830		$	813		$	2,618		$	557		$	126		$	1,237		$	813
Food and beverage		31			341			372			1,223			191			31			405			372
Other		41			91			168			294			96			41			250			168
Total revenues		198			1,262			1,353			4,135			844			198			1,892			1,353
EXPENSES
Rooms		69			221			299			664			150			69			324			299
Food and beverage		72			260			356			835			146			72			313			356
Other departmental and support expenses		109			320			541			981			252			109			621			541
Management fees		5			52			33			177			27			5			59			33
Other property-level expenses		77			85			240			268			82			77			239			240
Depreciation and amortization		166			165			498			501			263			166			597			498
Corporate and other expenses		18			26			68			80			24			18			73			68
Gain on insurance and business interruption settlements		—			(4	)		—			(4	)		(5	)		—			(5	)		—
Total operating costs and expenses		516			1,125			2,035			3,502			939			516			2,221			2,035
OPERATING PROFIT (LOSS)		(318	)		137			(682	)		633
OPERATING LOSS														(95	)		(318	)		(329	)		(682	)
Interest income		—			8			7			23			1			—			2			7
Interest expense		(66	)		(46	)		(143	)		(132	)		(43	)		(66	)		(128	)		(143	)
Other gains/(losses)		1			274			13			336
Loss on foreign currency transactions and derivatives		(1	)		(1	)		—			—
Other gains														2			—			4			13
Equity in earnings (losses) of affiliates		(5	)		4			(26	)		13			2			(5	)		36			(26	)
INCOME (LOSS) BEFORE INCOME TAXES		(389	)		376			(831	)		873
Benefit (provision) for income taxes		73			(4	)		156			(22	)
NET INCOME (LOSS)		(316	)		372			(675	)		851
Less: Net (income) loss attributable to non-controlling interests		3			(4	)		7			(11	)
NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	(313	)	$	368		$	(668	)	$	840
Basic earnings (loss) per common share	$	(.44	)	$	.51		$	(.95	)	$	1.14
Diluted earnings (loss) per common share	$	(.44	)	$	.51		$	(.95	)	$	1.14
LOSS BEFORE INCOME TAXES														(133	)		(389	)		(415	)		(831	)
Benefit for income taxes														13			73			81			156
NET LOSS														(120	)		(316	)		(334	)		(675	)
Less: Net loss attributable to non-controlling interests														1			3			3			7
NET LOSS ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.													$	(119	)	$	(313	)	$	(331	)	$	(668	)
Basic loss per common share													$	(.17	)	$	(.44	)	$	(.47	)	$	(.95	)
Diluted loss per common share													$	(.17	)	$	(.44	)	$	(.47	)	$	(.95	)


	September 30, 2020		September 30, 2019		September 30, 2021		September 30, 2020
Cash and cash equivalents	$	2,430	$	2,030	$	1,038	$	2,430
Restricted cash (included in other assets)		—		1		3		—
Cash included in furniture, fixtures and equipment replacement fund		138		184		138		138
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	2,568	$	2,215	$	1,179	$	2,568


	September 30, 2021			December 31, 2020
Land and land improvements	$	2,297		$	2,033
Buildings and leasehold improvements		14,084			13,609
Furniture and equipment		2,441			2,471
Construction in progress		235			166
		19,057			18,279
Less accumulated depreciation and amortization		(8,933	)		(8,863	)
	$	10,124		$	9,416


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


Historical Income Statement Data:
	Quarter ended September 30,									Year-to-date ended September 30,
	2021			2020			Change			2021			2020			Change
Total revenues	$	844		$	198			326.3	%	$	1,892		$	1,353			39.8	%
Net loss		(120	)		(316	)		62.0	%		(334	)		(675	)		50.5	%
Operating loss		(95	)		(318	)		70.1	%		(329	)		(682	)		51.8	%
Operating loss margin under GAAP		(11.3	)%		(160.6	)%		14,930 bps			(17.4	)%		(50.4	)%		3,300 bps
EBITDAre⁽¹⁾	$	179		$	(154	)	N/M			$	295		$	(180	)	N/M
Adjusted EBITDAre⁽¹⁾		177			(111	)	N/M				290			(136	)	N/M
Diluted loss per common share		(0.17	)		(0.44	)		61.4	%		(0.47	)		(0.95	)		50.5	%
NAREIT FFO per diluted share⁽¹⁾		0.20			(0.21	)	N/M				0.33			(0.25	)	N/M
Adjusted FFO per diluted share⁽¹⁾		0.20			(0.11	)	N/M				0.33			(0.14	)	N/M


All Owned Hotel Data (2):
	Quarter ended September 30,									Year-to-date ended September 30,
	2021			2020			Change			2021			2020			Change
All owned hotel revenues (pro forma)⁽¹⁾	$	853		$	220			287.7	%	$	1,978		$	1,429			38.4	%
All owned hotel EBITDA (pro forma)⁽¹⁾		196			(98	)	N/M				364			(80	)	N/M
All owned hotel EBITDA margin (pro forma)⁽¹⁾		23.0	%		(44.5	)%	N/M				18.4	%		(5.6	)%	N/M
Change in all owned hotel Total RevPAR - Constant US$		288.5	%								38.7	%
Change in all owned hotel RevPAR - Constant US$		307.3	%								51.5	%
Change in all owned hotel RevPAR - Nominal US$		307.5	%								51.4	%
Change in domestic RevPAR		306.8	%								52.4	%
Change in international RevPAR - Constant US$		342.8	%								(17.6	)%
___________

	July 2020			July 2019			Change			August 2020			August 2019			Change			September 2020			September 2019			Change
Number of hotels		80			80						80			80						80			80
Number of rooms		46,670			46,670						46,674			46,674						46,674			46,674

Average Occupancy Percentage		12.9	%		82.5	%		(69.6	pts)		18.9	%		80.6	%		(61.8	pts)		19.7	%		78.4	%		(58.7	pts)
Average Room Rate	$	177.76		$	229.15			(22.4	)%	$	162.50		$	218.11			(25.5	)%	$	175.78		$	242.82			(27.6	)%
RevPAR	$	22.94		$	189.00			(87.9	)%	$	30.67		$	175.86			(82.6	)%	$	34.64		$	190.40			(81.8	)%


1.	Organization


2.	Summary of Significant Accounting Policies


4.	Revenue

	July 2020			August 2020			September 2020
Number of hotels		57			66			70
Number of rooms		32,478			38,146			41,118

Average Occupancy Percentage		17.9	%		22.0	%		22.1	%
Average Room Rate	$	178.56		$	163.41		$	174.93
RevPAR	$	32.02		$	35.88		$	38.74

	As of September 30, 2020				Quarter ended September 30, 2020									Quarter ended September 30, 2019
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
Jacksonville		1		446	$	419.23		43.3	%	$	181.67	$	383.23	$	363.69		69.0	%	$	251.05	$	516.90		(27.6	)%		(25.9	)%
Florida Gulf Coast		5		1,842		288.56		33.7			97.38		181.81		242.93		61.6			149.63		290.64		(34.9	)		(37.4	)
Miami		3		1,276		209.34		26.8			56.08		98.65		235.65		73.9			174.18		294.09		(67.8	)		(66.5	)
Maui/Oahu		4		1,987		172.74		11.3			19.47		22.11		385.51		91.5			352.78		543.42		(94.5	)		(95.9	)
Phoenix		3		1,654		201.12		22.0			44.33		110.66		197.07		57.9			114.19		287.59		(61.2	)		(61.5	)
Los Angeles		4		1,726		193.52		25.8			50.02		65.89		238.54		87.3			208.32		303.73		(76.0	)		(78.3	)
San Francisco/San Jose		7		4,528		165.35		13.1			21.59		27.13		266.18		84.2			224.20		301.99		(90.4	)		(91.0	)
San Diego		3		3,288		203.85		15.6			31.78		52.66		256.92		83.5			214.41		372.78		(85.2	)		(85.9	)
New York		3		4,261		187.37		11.0			20.70		23.16		271.11		92.0			249.40		341.59		(91.7	)		(93.2	)
Atlanta		4		1,682		139.03		31.6			43.89		60.57		168.37		85.6			144.09		219.82		(69.5	)		(72.4	)
Orange County		2		925		163.24		27.2			44.34		60.04		207.20		82.8			171.54		273.03		(74.2	)		(78.0	)
Philadelphia		2		810		147.01		32.2			47.36		68.09		207.13		88.2			182.60		295.52		(74.1	)		(77.0	)
New Orleans		1		1,333		112.64		26.6			30.00		35.57		156.82		77.0			120.78		175.05		(75.2	)		(79.7	)
Houston		4		1,716		105.12		32.4			34.07		47.93		170.32		67.0			114.07		159.84		(70.1	)		(70.0	)
Northern Virginia		3		1,252		157.90		19.7			31.11		43.91		199.70		72.7			145.09		217.46		(78.6	)		(79.8	)
Washington, D.C. (CBD)		5		3,238		163.25		6.3			10.22		12.42		211.15		84.4			178.19		254.63		(94.3	)		(95.1	)
Orlando		1		2,004		150.91		3.3			5.04		14.64		155.29		59.2			91.97		231.78		(94.5	)		(93.7	)
Seattle		2		1,315		172.32		6.1			10.48		12.33		260.45		90.2			234.96		291.64		(95.5	)		(95.8	)
Denver		3		1,340		122.10		21.5			26.24		34.58		184.28		84.5			155.64		218.16		(83.1	)		(84.1	)
San Antonio		2		1,512		125.27		13.6			17.07		22.72		165.01		66.6			109.84		155.81		(84.5	)		(85.4	)
Boston		3		2,715		135.30		4.9			6.62		9.43		243.00		91.1			221.28		291.41		(97.0	)		(96.8	)
Chicago		4		1,816		124.78		17.6			21.95		26.96		220.91		85.5			188.78		264.29		(88.4	)		(89.8	)
Other		6		2,509		119.23		22.3			26.58		33.80		173.28		81.0			140.40		198.24		(81.1	)		(83.0	)
Domestic		75		45,175		173.14		17.3			30.00		46.33		232.34		80.7			187.46		285.10		(84.0	)		(83.8	)

International		5		1,499		88.93		11.3			10.08		13.50		147.24		75.9			111.82		155.21		(91.0	)		(91.3	)
All Locations - Constant US$		80		46,674		171.35		17.1			29.36		45.27		229.77		80.5			185.03		280.93		(84.1	)		(83.9	)

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2020				Quarter ended September 30, 2020									Quarter ended September 30, 2019
	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
International		5		1,499	$	88.93		11.3	%	$	10.08	$	13.50	$	159.14		75.9	%	$	120.86	$	166.88		(91.7	)%		(91.9	)%
Domestic		75		45,175		173.14		17.3			30.00		46.33		232.34		80.7			187.46		285.10		(84.0	)		(83.8	)
All Locations		80		46,674		171.35		17.1			29.36		45.27		230.13		80.5			185.32		281.30		(84.2	)		(83.9	)

	Quarter ended September 30, 2020									Quarter ended June 30, 2020
	Transient business			Group business			Contract business			Transient business			Group business			Contract business
Room nights (in thousands)		536			127			74			198			134			43
Percentage change in room nights vs. same period in 2019		(75.1	)%		(88.8	)%		(57.7	)%		(90.0	)%		(90.0	)%		(74.1	)%
Room Revenues (in millions)	$	98		$	17		$	11		$	37		$	18		$	6
Percentage change in revenues vs. same period in 2019		(80.9	)%		(93.0	)%		(69.3	)%		(92.8	)%		(94.3	)%		(83.3	)%

	Quarter ended September 30, 2020			Quarter ended June 30, 2020
Net loss	$	(316	)	$	(356	)
GAAP net cash used in operating activities		(149	)		(172	)
Cash burn⁽¹⁾		(267	)		(399	)

Components of cash burn:
Hotel-level operating loss⁽¹⁾		(97	)		(162	)
Interest payments ⁽²⁾		(27	)		(46	)
Cash corporate and other expenses		(16	)		(21	)
Capital expenditures		(84	)		(169	)
Severance at hotel properties		(43	)		(1	)

Transaction Date		Description of Transaction	Net Proceeds
Debt Issuances
August - September	2020	Issuance of $750 million 3.5% Series I senior notes	$	733
March - September	2020	Net draw on the revolver portion of the credit facility		1,495
		Total issuances	$	2,228

			Transaction
Transaction Date		Description of Transaction	Amount
Debt Repayments
August	2020	Repayment of $364 million 4.75% Series C senior notes	$	(390	)
July	2020	Redemption of preferred OP units of Host LP		(22	)
		Total cash repayments	$	(412	)