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 ~~May 3,~~August 2, 2021, there were ~~706,086,096~~713,973,483 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, 2020 under the heading “Explanatory Note.”

		March 31, 2021			December 31, 2020				June 30, 2021			December 31, 2020
		(unaudited)							(unaudited)
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	9,506		$	9,416			$	10,071		$	9,416
Right-of-use assets			596			597				594			597
Due from managers			26			22				55			22
Advances to and investments in affiliates			34			21				58			21
Furniture, fixtures and equipment replacement fund			131			139				139			139
Other			420			360				442			360
Cash and cash equivalents			2,008			2,335				1,450			2,335
Total assets		$	12,721		$	12,890			$	12,809		$	12,890

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY							LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes		$	3,066		$	3,065			$	3,067		$	3,065
Credit facility, including term loans of $996 and $997, respectively			2,469			2,471
Credit facility, including the term loans of $996 and $997, respectively										2,470			2,471
Other debt			5			5				5			5
Total debt			5,540			5,541				5,542			5,541
Lease liabilities			609			610				607			610
Accounts payable and accrued expenses			76			71				80			71
Due to managers			56			64				50			64
Other			166			170				168			170
Total liabilities			6,447			6,456				6,447			6,456

Redeemable non-controlling interests - Host Hotels & Resorts, L.P.			124			108				125			108

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 706.1 million shares and 705.4 million shares issued and outstanding, respectively			7			7
Common stock, par value $.01, 1,050 million shares authorized, 713.9 million shares and 705.4 million shares issued and outstanding, respectively										7			7
Additional paid-in capital			7,547			7,568				7,688			7,568
Accumulated other comprehensive loss			(77	)		(74	)			(71	)		(74	)
Deficit			(1,332	)		(1,180	)			(1,392	)		(1,180	)
Total equity of Host Hotels & Resorts, Inc. stockholders			6,145			6,321				6,232			6,321
Non-redeemable non-controlling interests—other consolidated partnerships			5			5				5			5
Total equity			6,150			6,326				6,237			6,326
Total liabilities, non-controlling interests and equity		$	12,721		$	12,890			$	12,809		$	12,890

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
REVENUES
Rooms	$	257		$	626		$	423		$	61		$	680		$	687
Food and beverage		77			330			137			11			214			341
Other		65			96			89			31			154			127
Total revenues		399			1,052			649			103			1,048			1,155
EXPENSES
Rooms		65			187			109			43			174			230
Food and beverage		62			245			105			39			167			284
Other departmental and support expenses		160			319			209			113			369			432
Management fees		11			30			21			(2	)		32			28
Other property-level expenses		78			93			79			70			157			163
Depreciation and amortization		165			164			169			168			334			332
Corporate and other expenses		24			25			25			25			49			50
Total operating costs and expenses		565			1,063			717			456			1,282			1,519
OPERATING LOSS		(166	)		(11	)		(68	)		(353	)		(234	)		(364	)
Interest income		1			6			—			1			1			7
Interest expense		(42	)		(37	)		(43	)		(40	)		(85	)		(77	)
Other losses		(1	)		(2	)
Equity in earnings of affiliates		9			4
Other gains								3			15			2			13
Equity in earnings (losses) of affiliates								25			(25	)		34			(21	)
LOSS BEFORE INCOME TAXES		(199	)		(40	)		(83	)		(402	)		(282	)		(442	)
Benefit for income taxes		46			37			22			46			68			83
NET LOSS		(153	)		(3	)		(61	)		(356	)		(214	)		(359	)
Less: Net loss attributable to non-controlling interests		1			—			1			4			2			4
NET LOSS ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	(152	)	$	(3	)	$	(60	)	$	(352	)	$	(212	)	$	(355	)
Basic loss per common share	$	(.22	)	$	—		$	(.09	)	$	(.50	)	$	(.30	)	$	(.50	)
Diluted loss per common share	$	(.22	)	$	—		$	(.09	)	$	(.50	)	$	(.30	)	$	(.50	)

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
NET LOSS	$	(153	)	$	(3	)	$	(61	)	$	(356	)	$	(214	)	$	(359	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		(2	)		(19	)		6			—			4			(19	)
Change in fair value of derivative instruments		(1	)		3			0			(2	)		(1	)		1
OTHER COMPREHENSIVE LOSS, NET OF TAX		(3	)		(16	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX								6			(2	)		3			(18	)
COMPREHENSIVE LOSS		(156	)		(19	)		(55	)		(358	)		(211	)		(377	)
Less: Comprehensive loss attributable to non-controlling interests		1			—			1			4			2			4
COMPREHENSIVE LOSS ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	(155	)	$	(19	)	$	(54	)	$	(354	)	$	(209	)	$	(373	)

	Quarter ended March 31,						Year-to-date ended June 30,
	2021			2020			2021			2020
OPERATING ACTIVITIES
Net loss	$	(153	)	$	(3	)	$	(214	)	$	(359	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization		165			164			334			332
Amortization of finance costs, discounts and premiums, net		2			2			5			3
Loss on extinguishment of debt								—			1
Stock compensation expense		4			3			9			7
Other losses		1			2
Equity in earnings of affiliates		(9	)		(4	)
Other gains								(2	)		(13	)
Equity in (earnings) losses of affiliates								(34	)		21
Change in due from/to managers		(13	)		22			(71	)		53
Distributions from investments in affiliates								4			—
Changes in other assets		(39	)		(18	)		(64	)		(51	)
Changes in other liabilities		(7	)		(11	)		(7	)		(9	)
Net cash provided by (used in) operating activities		(49	)		157
Net cash used in operating activities								(40	)		(15	)

INVESTING ACTIVITIES
Proceeds from sales of assets, net		3			1			6			11
Proceeds from loan receivable		9			28			9			28
Advances to and investments in affiliates		(5	)		(1	)		(8	)		(3	)
Acquisitions		(189	)		—			(801	)		—
Capital expenditures:
Renewals and replacements		(32	)		(55	)		(63	)		(94	)
Return on investment		(61	)		(76	)		(117	)		(206	)
Net cash used in investing activities		(275	)		(103	)		(974	)		(264	)

FINANCING ACTIVITIES
Financing costs		(3	)		—			(3	)		(5	)
Draws on credit facility		—			1,500			—			1,500
Repayment of credit facility								—			(750	)
Issuance of common stock								138			—
Common stock repurchase		—			(147	)		—			(147	)
Dividends on common stock		—			(179	)		—			(320	)
Distributions and payments to non-controlling interests		—			(2	)		—			(3	)
Other financing activities		(8	)		(6	)		(8	)		(7	)
Net cash provided by (used in) financing activities		(11	)		1,166
Net cash provided by financing activities								127			268
Effects of exchange rate changes on cash held		—			(8	)		2			(6	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(335	)		1,212
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH								(885	)		(17	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		2,476			1,750			2,476			1,750
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	2,141		$	2,962		$	1,591		$	1,733

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:

	March 31, 2021		March 31, 2020		June 30, 2021		June 30, 2020
Cash and cash equivalents	$	2,008	$	2,796	$	1,450	$	1,578
Restricted cash (included in other assets)		2		1		2		1
Cash included in furniture, fixtures and equipment replacement fund		131		165		139		154
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	2,141	$	2,962	$	1,591	$	1,733

	Quarter ended March 31,				Year-to-date ended June 30,
	2021		2020		2021		2020
Total interest paid	$	35	$	27	$	83	$	73
Income taxes paid	$	—	$	1	$	—	$	—

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 million. The proceeds received in 2020 from the sale are net of this note receivable. The note receivable was collected in January 2021.

		March 31, 2021			December 31, 2020				June 30, 2021			December 31, 2020
		(unaudited)							(unaudited)
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	9,506		$	9,416			$	10,071		$	9,416
Right-of-use assets			596			597				594			597
Due from managers			26			22				55			22
Advances to and investments in affiliates			34			21				58			21
Furniture, fixtures and equipment replacement fund			131			139				139			139
Other			420			360				442			360
Cash and cash equivalents			2,008			2,335				1,450			2,335
Total assets		$	12,721		$	12,890			$	12,809		$	12,890

LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL	LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL							LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL
Debt
Senior notes		$	3,066		$	3,065			$	3,067		$	3,065
Credit facility, including term loans of $996 and $997, respectively			2,469			2,471
Credit facility, including the term loans of $996 and $997, respectively										2,470			2,471
Other debt			5			5				5			5
Total debt			5,540			5,541				5,542			5,541
Lease liabilities			609			610				607			610
Accounts payable and accrued expenses			76			71				80			71
Due to managers			56			64				50			64
Other			166			170				168			170
Total liabilities			6,447			6,456				6,447			6,456

Limited partnership interests of third parties			124			108				125			108

Host Hotels & Resorts, L.P. capital:
General partner			1			1				1			1
Limited partner			6,221			6,394				6,302			6,394
Accumulated other comprehensive loss			(77	)		(74	)			(71	)		(74	)
Total Host Hotels & Resorts, L.P. capital			6,145			6,321				6,232			6,321
Non-controlling interests—consolidated partnerships			5			5				5			5
Total capital			6,150			6,326				6,237			6,326
Total liabilities, limited partnership interests of third parties and capital		$	12,721		$	12,890			$	12,809		$	12,890

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
REVENUES
Rooms	$	257		$	626		$	423		$	61		$	680		$	687
Food and beverage		77			330			137			11			214			341
Other		65			96			89			31			154			127
Total revenues		399			1,052			649			103			1,048			1,155
EXPENSES
Rooms		65			187			109			43			174			230
Food and beverage		62			245			105			39			167			284
Other departmental and support expenses		160			319			209			113			369			432
Management fees		11			30			21			(2	)		32			28
Other property-level expenses		78			93			79			70			157			163
Depreciation and amortization		165			164			169			168			334			332
Corporate and other expenses		24			25			25			25			49			50
Total operating costs and expenses		565			1,063			717			456			1,282			1,519
OPERATING LOSS		(166	)		(11	)		(68	)		(353	)		(234	)		(364	)
Interest income		1			6			—			1			1			7
Interest expense		(42	)		(37	)		(43	)		(40	)		(85	)		(77	)
Other losses		(1	)		(2	)
Equity in earnings of affiliates		9			4
Other gains								3			15			2			13
Equity in earnings (losses) of affiliates								25			(25	)		34			(21	)
LOSS BEFORE INCOME TAXES		(199	)		(40	)		(83	)		(402	)		(282	)		(442	)
Benefit for income taxes		46			37			22			46			68			83
NET LOSS		(153	)		(3	)		(61	)		(356	)		(214	)		(359	)
Less: Net loss attributable to non-controlling interests		—			—			—			1			—			1
NET LOSS ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.	$	(153	)	$	(3	)	$	(61	)	$	(355	)	$	(214	)	$	(358	)
Basic loss per common unit	$	(.22	)	$	—		$	(.09	)	$	(.51	)	$	(.31	)	$	(.51	)
Diluted loss per common unit	$	(.22	)	$	—		$	(.09	)	$	(.51	)	$	(.31	)	$	(.51	)

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
NET LOSS	$	(153	)	$	(3	)	$	(61	)	$	(356	)	$	(214	)	$	(359	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		(2	)		(19	)		6			—			4			(19	)
Change in fair value of derivative instruments		(1	)		3			0			(2	)		(1	)		1
OTHER COMPREHENSIVE LOSS, NET OF TAX		(3	)		(16	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX								6			(2	)		3			(18	)
COMPREHENSIVE LOSS		(156	)		(19	)		(55	)		(358	)		(211	)		(377	)
Less: Comprehensive loss attributable to non-controlling interests		—			—			—			1			—			1
COMPREHENSIVE LOSS ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.	$	(156	)	$	(19	)	$	(55	)	$	(357	)	$	(211	)	$	(376	)

	Quarter ended March 31,						Year-to-date ended June 30,
	2021			2020			2021			2020
OPERATING ACTIVITIES
Net loss	$	(153	)	$	(3	)	$	(214	)	$	(359	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation and amortization		165			164			334			332
Amortization of finance costs, discounts and premiums, net		2			2			5			3
Loss on extinguishment of debt								—			1
Stock compensation expense		4			3			9			7
Other losses		1			2
Equity in earnings of affiliates		(9	)		(4	)
Other gains								(2	)		(13	)
Equity in (earnings) losses of affiliates								(34	)		21
Change in due from/to managers		(13	)		22			(71	)		53
Distributions from investments in affiliates								4			—
Changes in other assets		(39	)		(18	)		(64	)		(51	)
Changes in other liabilities		(7	)		(11	)		(7	)		(9	)
Net cash provided by (used in) operating activities		(49	)		157
Net cash used in operating activities								(40	)		(15	)

INVESTING ACTIVITIES
Proceeds from sales of assets, net		3			1			6			11
Proceeds from loan receivable		9			28			9			28
Advances to and investments in affiliates		(5	)		(1	)		(8	)		(3	)
Acquisitions		(189	)		—			(801	)		—
Capital expenditures:
Renewals and replacements		(32	)		(55	)		(63	)		(94	)
Return on investment		(61	)		(76	)		(117	)		(206	)
Net cash used in investing activities		(275	)		(103	)		(974	)		(264	)

FINANCING ACTIVITIES
Financing costs		(3	)		—			(3	)		(5	)
Draws on credit facility		—			1,500			—			1,500
Repayment of credit facility								—			(750	)
Issuance of common OP units								138			—
Repurchase of common OP units		—			(147	)		—			(147	)
Distributions on common OP units		—			(181	)		—			(323	)
Other financing activities		(8	)		(6	)		(8	)		(7	)
Net cash provided by (used in) financing activities		(11	)		1,166
Net cash provided by financing activities								127			268
Effects of exchange rate changes on cash held		—			(8	)		2			(6	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(335	)		1,212
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH								(885	)		(17	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		2,476			1,750			2,476			1,750
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	2,141		$	2,962		$	1,591		$	1,733

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:

	March 31, 2021		March 31, 2020		June 30, 2021		June 30, 2020
Cash and cash equivalents	$	2,008	$	2,796	$	1,450	$	1,578
Restricted cash (included in other assets)		2		1		2		1
Cash included in furniture, fixtures and equipment replacement fund		131		165		139		154
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	2,141	$	2,962	$	1,591	$	1,733

	Quarter ended March 31,				Year-to-date ended June 30,
	2021		2020		2021		2020
Total interest paid	$	35	$	27	$	83	$	73
Income taxes paid	$	—	$	1	$	—	$	—

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 ~~March 31,~~June 30, 2021, Host Inc. holds approximately 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,~~have been lifted, certain restrictions ~~on travel, school closings,~~remain, including limitations on the size of gatherings and/or ~~restrictions~~ on the types of business that may continue to operate. As a result, 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 ~~March 31,~~June 30, 2021, operations remain suspended at ~~4 of these hotels, with~~ 1 ~~additional~~ hotel, ~~reopening~~which reopened subsequent to quarter end. ~~The ongoing effects of COVID-19 on our operations and future bookings have had, and will continue~~While the U.S. economic recovery has accelerated during the quarter, 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 2020, we drew down $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 our liquidity, including operating expense reductions ~~capital expenditures deferrals,~~and the suspension of 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.

As of ~~March 31,~~June 30, 2021, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:

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, 2020.

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.

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

~~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 ~~March 31,~~June 30, 2021, and the results of our operations and cash flows for the quarters ended ~~March 31,~~June 30, 2021 and 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 such partnerships. These VIEs include the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc. is the sole general partner and holds approximately 99% of 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��s debt is an obligation of Host L.P. and may be repaid only with assets of Host L.P.

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

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 units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited partner interests to Host L.P. common units. No effect is shown for any securities that are anti-dilutive. We have 7.2 million Host L.P. common units, which are convertible into ~~7.3~~7.4 million Host Inc. common shares, that are not included in Host Inc.’s calculation of earnings (loss) per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings (loss) per common share is shown below (in millions, except per share amounts):

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
Net loss	$	(153	)	$	(3	)	$	(61	)	$	(356	)	$	(214	)	$	(359	)
Less: Net loss attributable to non-controlling interests		1			—			1			4			2			4
Net loss attributable to Host Inc.	$	(152	)	$	(3	)	$	(60	)	$	(352	)	$	(212	)	$	(355	)

Basic weighted average shares outstanding		705.6			708.1			707.6			705.1			706.6			706.7
Diluted weighted average shares outstanding		705.6			708.1			707.6			705.1			706.6			706.7

Basic loss per common share	$	(.22	)	$	—		$	(.09	)	$	(.50	)	$	(.30	)	$	(.50	)
Diluted loss per common share	$	(.22	)	$	—		$	(.09	)	$	(.50	)	$	(.30	)	$	(.50	)

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

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

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
Net loss	$	(153	)	$	(3	)	$	(61	)	$	(356	)	$	(214	)	$	(359	)
Less: Net loss attributable to non-controlling interests		—			—			—			1			—			1
Net loss attributable to Host L.P.	$	(153	)	$	(3	)	$	(61	)	$	(355	)	$	(214	)	$	(358	)

Basic weighted average units outstanding		698.0			700.7			699.9			697.7			699.0			699.3
Diluted weighted average units outstanding		698.0			700.7			699.9			697.7			699.0			699.3

Basic loss per common unit	$	(.22	)	$	—		$	(.09	)	$	(.51	)	$	(.31	)	$	(.51	)
Diluted loss per common unit	$	(.22	)	$	—		$	(.09	)	$	(.51	)	$	(.31	)	$	(.51	)

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 10 – Geographic Information.

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

	Quarter ended March 31,				Quarter ended June 30,				Year-to-date ended June 30,
Location	2021		2020		2021		2020		2021		2020
Florida Gulf Coast	$	81	$	109	$	85	$	18	$	166	$	127
Maui/Oahu						98		1		142		94
Phoenix						63		8		117		91
Miami		56		60		56		5		112		65
Phoenix		54		83
Maui/Oahu		44		93
San Diego						41		5		55		92
Orlando						36		3		45		56
Washington, D.C. (Central Business District)		23		54		20		3		43		57
San Diego		14		87
Jacksonville		14		19		29		9		43		28
Houston		13		25
Los Angeles/Orange County						29		7		39		59
San Francisco/San Jose		11		106		25		6		36		112
New York		11		77		25		16		36		93
Houston						19		4		32		29
Atlanta		11		30		18		3		29		33
Los Angeles/Orange County		10		52
Orlando		9		53
San Antonio/Austin		8		17		18		1		26		18
Northern Virginia		7		21		12		1		19		22
Philadelphia		5		13		11		1		16		14
Chicago		4		16		9		2		13		18
Boston		3		35		10		1		13		36
New Orleans		3		24		10		—		13		24
Denver		3		15		9		2		12		17
Seattle		2		18		5		—		7		18
Other		11		31		18		5		29		36
Domestic		397		1,038		646		101		1,043		1,139
International		2		14		3		2		5		16
Total	$	399	$	1,052	$	649	$	103	$	1,048	$	1,155

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Land and land improvements	$	2,065		$	2,033		$	2,179		$	2,033
Buildings and leasehold improvements		13,780			13,609			14,400			13,609
Furniture and equipment		2,494			2,471			2,523			2,471
Construction in progress		196			166			169			166
		18,535			18,279			19,271			18,279
Less accumulated depreciation and amortization		(9,029	)		(8,863	)		(9,200	)		(8,863	)
	$	9,506		$	9,416		$	10,071		$	9,416

Senior Notes. As of ~~March 31,~~June 30, 2021, we are below the EBITDA-to-interest coverage ratio covenant requirement of our senior notes indenture necessary to incur additional debt, and, therefore, while not an event of default, we will be unable to incur additional debt while we remain below the required covenant level.

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

Credit Facility. During the first quarter, we entered into a second amendment (the “Amendment”) to our senior unsecured bank credit facility with Bank of America, N.A., as administrative agent. The Amendment extends the “Covenant Relief Period” provided by the first amendment, which suspends requirements to comply with all existing financial maintenance covenants under the credit facility, through the first quarter of 2022, followed by a phase-in period thereafter.

As of ~~March 31,~~June 30, 2021, we have $12 million of available capacity under the revolver portion of our credit facility. Due to the failure to satisfy the senior notes indenture covenant requirement noted above, we currently are restricted from incurring additional debt.

	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			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		$	7	$	7,568		$	(74	)	$	(1,180	)	$	5	$	6,326		$	108
Net loss		—		—			—			(152	)		—		(152	)		(1	)		—		—			—			(212	)		—		(212	)		(2	)
Issuance of common stock for comprehensive stock plans, net		—		(4	)		—			—			—		(4	)		—			—		2			—			—			—		2			—
Common stock issuances																					—		138			—			—			—		138			—
Changes in ownership and other		—		(17	)		—			—			—		(17	)		17			—		(20	)		—			—			—		(20	)		19
Other comprehensive loss		—		—			(3	)		—			—		(3	)		—
Balance, March 31, 2021	$	7	$	7,547		$	(77	)	$	(1,332	)	$	5	$	6,150		$	124
Other comprehensive income																					—		—			3			—			—		3			—
Balance, June 30, 2021																				$	7	$	7,688		$	(71	)	$	(1,392	)	$	5	$	6,237		$	125

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			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		$	7	$	7,675		$	(56	)	$	(307	)	$	6		$	7,325		$	142
Net loss		—		—			—			(3	)		—		(3	)		—			—		—			—			(355	)		(1	)		(356	)		(3	)
Issuance of common stock for comprehensive stock plans, net		—		(5	)		—			—			—		(5	)		—			—		1			—			—			—			1			—
Repurchase of common stock		—		(147	)		—			—			—		(147	)		—			—		(147	)		—			—			—			(147	)		—
Dividends declared on common stock		—		—			—			(141	)		—		(141	)		—			—		—			—			(141	)		—			(141	)		—
Distributions to non-controlling interests		—		—			—			—			—		—			(2	)		—		—			—			—			—			—			(2	)
Changes in ownership and other		—		57			—			—			—		57			(56	)		—		57			—			1			—			58			(56	)
Other comprehensive loss		—		—			(16	)		—			—		(16	)		—			—		—			(18	)		—			—			(18	)		—
Balance, March 31, 2020	$	7	$	7,580		$	(72	)	$	(451	)	$	6	$	7,070		$	84
Balance, June 30, 2020																				$	7	$	7,586		$	(74	)	$	(802	)	$	5		$	6,722		$	81

As of ~~March 31,~~June 30, 2021, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit. Under the credit facility, all redemptions must be made with Host Inc. common stock until Host L.P.’s leverage ratio (as calculated under the credit facility) is below 7.25x.

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

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)

	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties			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		$	1	$	6,394		$	(74		)		$	5		$	6,326			$	108
Net loss		—		(152	)		—			—		(152	)		(1	)		—		(212	)		—					—			(212		)		(2		)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		(4	)		—			—		(4	)		—			—		2			—					—			2				—
Common OP unit issuances																		—		138			—					—			138				—
Changes in ownership and other		—		(17	)		—			—		(17	)		17			—		(20	)		—					—			(20		)		19
Other comprehensive loss		—		—			(3	)		—		(3	)		—
Balance, March 31, 2021	$	1	$	6,221		$	(77	)	$	5	$	6,150		$	124
Other comprehensive income																		—		—			3					—			3				—
Balance, June 30, 2021																	$	1	$	6,302			$	(71		)		$	5		$	6,237			$	125

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			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
Balance, March 31, 2020																	$	1	$	7,135		$	(72	)	$	6		$	7,070		$	84
Net loss		—		(3	)		—			—		(3	)		—			—		(352	)		—			(1	)		(353	)		(3	)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		(5	)		—			—		(5	)		—			—		6			—			—			6			—
Repurchase of common OP units		—		(147	)		—			—		(147	)		—
Distributions declared on common OP units		—		(141	)		—			—		(141	)		(2	)
Changes in ownership and other		—		57			—			—		57			(56	)		—		1			—			—			1			—
Other comprehensive loss		—		—			(16	)		—		(16	)		—			—		—			(2	)		—			(2	)		—
Balance, March 31, 2020	$	1	$	7,135		$	(72	)	$	6	$	7,070		$	84
Balance, June 30, 2020																	$	1	$	6,790		$	(74	)	$	5		$	6,722		$	81

As of ~~March 31,~~June 30, 2021, we have $371 million available for repurchase under our common share repurchase program. In accordance with the restrictions in our amended credit facility, there were 0 share repurchases during 2021.

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 ~~first~~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. During the second quarter, we issued approximately 7.8 million shares under the program at an average price of ~~2021.~~$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. At June 30, 2021, there was $460 million of remaining capacity under the agreement.

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. Additionally, based on the terms of the credit facility amendments, we are restricted from paying a quarterly common cash dividend in excess of $0.01 per share during the covenant relief period, unless ~~necessary~~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. The amendment currently expires following the second quarter of 2022, although we are permitted 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.

~~On March 15, 2021, we acquired~~During the ~~448-room Hyatt Regency Austin for a total purchase price of $161 million. Subsequent to~~ quarter, ~~end,~~ we purchased the 444-room Four Seasons Resort Orlando at Walt Disney World® Resort for a total purchase price of $610 million and the Royal Ka’anapali and Ka’anapali Kai golf courses, adjacent to our Hyatt Regency Maui hotel, for $28 million.

16Subsequent to quarter end, we purchased the 200-room Baker’s Cay Resort Key Largo, Curio Collection for a total purchase price of $200 million and an unbranded 223-room luxury hotel in Houston with suspended operations, formerly operated as the Hotel Alessandra, for $65 million.

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.

	March 31, 2021				December 31, 2020				June 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities
Senior notes (Level 1)	$	3,066	$	3,212	$	3,065	$	3,284	$	3,067	$	3,300	$	3,065	$	3,284
Credit facility (Level 2)		2,469		2,483		2,471		2,483		2,470		2,483		2,471		2,483

We consider each of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our retail spaces and office buildings) are immaterial. As such, we report 1 segment: hotel ownership. Our consolidated foreign operations consist of hotels in 2 countries as of ~~March 31,~~June 30, 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				Total Revenues								Property and Equipment, net
	Quarter ended March 31,				March 31,		December 31,		Quarter ended June 30,				Year-to-date ended June 30,				June 30,		December 31,
	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
United States	$	397	$	1,038	$	9,425	$	9,331	$	646	$	101	$	1,043	$	1,139	$	9,988	$	9,331
Brazil		1		4		31		34		1		1		2		5		35		34
Canada		1		10		50		51		2		1		3		11		48		51
Total	$	399	$	1,052	$	9,506	$	9,416	$	649	$	103	$	1,048	$	1,155	$	10,071	$	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 the Covenant Relief Period, all redemptions must be made with Host Inc. common stock.

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

The table below details the historical cost and redemption values for the non-controlling interests:

	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Common OP units outstanding (millions)		7.2		7.2		7.2		7.2
Market price per Host Inc. common share	$	16.85	$	14.63	$	17.09	$	14.63
Shares issuable upon conversion of one common OP unit		1.021494		1.021494		1.021494		1.021494
Redemption value (millions)	$	124	$	108	$	125	$	108
Historical cost (millions)		65		67		65		67
Book value (millions) ⁽¹⁾		124		108		125		108
___________

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

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

Based on our analysis of legal proceedings with which we are involved or of which we currently are aware and our experience in resolving similar claims in the past, we have recorded immaterial accruals as of ~~March 31,~~June 30, 2021 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings will not be material. We are not aware of any matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

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, 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. While ~~certain restrictions~~many of the restrictive measures put in place ~~at the beginning of the pandemic have been eased, various restrictive measures remain~~ in ~~place in many~~ jurisdictions where we own hotels ~~including quarantines,~~have been lifted, certain restrictions ~~on travel, school closings,~~remain, including limitations on the size of gatherings and/or ~~restrictions~~ on the types of business that may continue to operate. As a result, the 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. The ongoing effects of the pandemic on our operations and future bookings have had, and will continue to have, a material negative impact on our financial results and cash flows, and such negative impact may continue well after remaining restrictive measures imposed by federal, state, local and other governmental authorities ~~to contain the outbreak~~ have been lifted.

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 benefit us as we bear the

expense for the wages and benefits of all persons working at our hotels. Benefit costs for furloughed employees ~~during the second and third quarter of 2021 are~~did not ~~expected to~~ have a significant impact on the second quarter results, as they ~~will be~~were eligible to be reimbursed through the American Rescue Plan ~~Act.~~Act, the reimbursement of which our managers have applied. We expect that these benefit costs will also not have a significant impact on our third 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. While ~~vaccine deployment has accelerated~~vaccination rates have increased during the ~~quarter,~~first half 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):

Historical Income Statement Data:
	Quarter ended March 31,									Quarter ended June 30,									Year-to-date ended June 30,
	2021			2020			Change			2021			2020			Change			2021			2020			Change
Total revenues	$	399		$	1,052			(62.1	)%	$	649		$	103			530.1	%	$	1,048		$	1,155			(9.3	)%
Net loss		(153	)		(3	)		(5000.0	)%		(61	)		(356	)		82.9	%		(214	)		(359	)		40.4	%
Operating loss		(166	)		(11	)		(1409.1	)%		(68	)		(353	)		80.7	%		(234	)		(364	)		35.7	%
Operating loss margin under GAAP		(41.6	)%		(1.0	)%		(4,060	bps)		(10.5	)%		(342.7	)%		33,220	bps		(22.3	)%		(31.5	)%		920	bps
EBITDAre ⁽¹⁾	$	5		$	164			(97.0	)%	$	111		$	(190	)	N/M			$	116		$	(26	)	N/M
Adjusted EBITDAre ⁽¹⁾		3			164			(98.2	)%		110			(189	)	N/M				113			(25	)	N/M
Diluted loss per common share		(0.22	)		—		N/M				(0.09	)		(0.50	)		82.0	%		(0.30	)		(0.50	)		40.0	%
NAREIT FFO per diluted share ⁽¹⁾		0.01			0.23			(95.7	)%		0.12			(0.26	)	N/M				0.13			(0.03	)	N/M
Adjusted FFO per diluted share ⁽¹⁾		0.01			0.23			(95.7	)%		0.12			(0.26	)	N/M				0.13			(0.03	)	N/M


All Owned Hotel Data ⁽²⁾:
	Quarter ended March 31,									Quarter ended June 30,									Year-to-date ended June 30,
	2021			2020			Change			2021			2020			Change			2021			2020			Change
All owned hotel revenues (pro forma) ⁽¹⁾	$	401		$	1,053			(61.9	)%	$	659		$	104			533.7	%	$	1,088		$	1,196			(9.0	)%
All owned hotel EBITDA (pro forma) ⁽¹⁾		21			180			(88.3	)%		126			(172	)	N/M				151			18			738.9	%
All owned hotel EBITDA margin (pro forma) ⁽¹⁾		5.2	%		17.1	%		(1,190	bps)		19.1	%		(165.4	)%	N/M				13.9	%		1.5	%		1,240	bps
Change in all owned hotel Total RevPAR - Constant US$		(61.6	)%								540.7	%								(8.8	)%
Change in all owned hotel RevPAR - Constant US$		(58.4	)%								607.0	%								(0.3	)%
Change in all owned hotel RevPAR - Nominal US$		(58.4	)%								607.5	%								(0.4	)%
Change in domestic RevPAR		(58.0	)%								612.6	%								0.7	%
Change in international RevPAR - Constant US$		(83.7	)%								141.2	%								(68.1	)%
___________

~~Total~~While still below pre-pandemic levels, total revenues ~~declined $653~~increased $546 million, or ~~62.1%~~530.1%, for the ~~first~~second quarter as compared to the second 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 resort hotels. For the year-to-date, total revenues decreased $107 million, or 9.3%, as positive results in January and February of 2020 offset the improvement in revenues during the second quarter of 2021. All owned hotel RevPAR and Total RevPAR on a constant US$ basis for the quarter ~~declined 58.4%~~increased 607.0% and ~~61.6%~~540.7%, respectively, asdue to increases in occupancy and food and beverage ~~revenues experienced significant declines.~~revenues. For the year-to-date, all owned hotel RevPAR and Total RevPAR on a constant US$ basis decreased 0.3% and 8.8%, respectively.

~~All~~During the quarter, all owned hotel Total RevPAR in our ~~Miami,~~Jacksonville, Maui, and Florida Gulf Coast markets totaled $730, $544 and ~~Jacksonville markets declined the least during the quarter, with decreases of 5.6%, 24.6% and 25.8%,~~$506, respectively, due ~~in part~~ to strong leisure ~~demand during Spring break and the Easter holiday.~~demand. Our hotels in New York and San Francisco/San Jose, ~~and New York,~~ our two largest markets by room count, experienced ~~declines~~all owned hotel Total RevPAR of ~~90.7%~~just $64 and ~~85.2%,~~$59, respectively, as ~~government~~operations at these hotels begin to ramp

up following the lifting of many of the restrictions ~~remain~~previously in place in ~~both~~these markets. All owned hotel Total RevPAR in our Phoenix and Maui/Oahu markets declined 39.4% and 52.6%, respectively, as both markets experienced strong leisure transient demand, while group activity remained limited. The largest all owned hotel Total RevPAR declines occurred inwas lowest for our Boston ~~market, with a decline of 91.4%,~~properties, at $39, as operations ~~remain suspended~~ at the Sheraton Boston ~~Hotel.~~remained suspended through the end of the second quarter.

~~While revenues~~Operating trends continue to ~~significantly underperform pre-pandemic levels, operating trends were~~be positive in the ~~first~~second quarter of 2021, as vaccine distribution ~~was implemented~~has continued and ~~certain~~many jurisdictions ~~loosened~~have lifted COVID-19 restrictions, with RevPAR increasing

from ~~$41.68~~$93.49 in ~~January~~April to ~~$84.10~~$111.25 in ~~March.~~June. In particular, properties in Florida, ~~Texas,~~ Arizona and Hawaii ~~significantly outperformed~~continue to drive the ~~fourth quarter of 2020.~~portfolio, with RevPAR levels that are approaching or exceeding 2019 levels. At the same time, hotel-level operating costs ~~increased just 15% from the fourth quarter,~~are increasing at lower rates, ~~primarily reflecting the change in wages and benefits,~~ as hiring did not keep pace with the improvement in operations at these resort destinations. The lag in hiring is due ~~primarily~~ to the ~~unanticipated~~challenging labor environment across the industry, coupled with the strong pace of ~~the~~ sequential growth in occupancy, ~~particularly in March of 2021,~~ which ~~did~~has not ~~provide~~provided our managers sufficient time to adjust staffing levels commensurate with the increase in demand. We anticipate that hotel-level operating costs ~~in future quarters~~over time will increase at a higher rate, as our 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, ~~(as~~second quarter and year-to-date 2021 results improved when compared to ~~the first quarter of 2020):~~2020 as follows:

~~The~~While the COVID-19 pandemic has severely impacted macroeconomic and industry expectations for ~~2021. While economic~~2021, year-over-year growth in real GDP and business investment ~~are expected to accelerate meaningfully in 2021 compared to~~has seen a strong rebound from 2020, supported by recent stimulus, low interest rates, ~~and~~ vaccine distribution, and the lifting of many government-imposed restrictions across the U.S. remain. Although daily reported cases of the virus have declined from the January surge, many regions continue to grapple with elevated rates of infection, which has resulted in continued jobless claims and slower economic activity in the first part of the year. While forecasts for 2021 remain uncertain, Blue Chip Economic Indicators consensus currently estimates an increase in real GDP of ~~6.3%~~6.6% for the year, while business investment is anticipated to increase ~~7.8%~~8.4%. Though analysts believe the unemployment rate peaked in 2020, it is anticipated to remain elevated in 2021, with an expected average of ~~5.4%~~5.6% for the year. The range of potential outcomes on the economy and the lodging industry specifically isremain exceptionally wide, reflecting ~~both~~ the unprecedented nature of the pandemic, ~~and~~ varying analyst assumptions surrounding ~~infection rates,~~ new virus variants and the continued impact of vaccine deployments.

~~Hotel~~While there have been some permanent closures of existing hotel rooms, hotel supply growth is anticipated to remain below the long-term historical average in 2021, as social distancing measures and supply chain challenges have resulted in project delays across the U.S. ~~The pandemic’s~~However, the pandemic has had an outsized impact on our industry ~~has resulted in~~demand. As a ~~breakdown of the relationship between increased business investment and RevPAR growth.~~result, RevPAR recovery to pre-pandemic levels is anticipated to lag that of the broader U.S. economy, despite lower supply 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 improving trends, especially in sunbelt markets, we anticipate that these factors will persist inthrough the remainder 2021.

As a result of the significant uncertainties related to the impact of ~~vaccine deployment,~~new virus variants, the ~~path to herd immunity~~pace of vaccination and broader macroeconomic trends in 2021, we anticipate that the industry outlook will continue to be weighed down by the slow return of corporate and group travel, as businesses ~~likely will~~are expected to remain cautious. While investor optimism has grown in the ~~early part~~first half of 2021, as analysts focus on ~~pent-up~~strong leisure demand, existing corporate policies are ~~expected~~likely to continue to constrain nonessential business transient and group travel ~~until~~in the ~~country approaches herd immunity. As vaccination rates continue to accelerate across the U.S., we are optimistic about continued RevPAR improvements. However,~~near term. Therefore, the timing and trajectory of the recovery is difficult to forecast due to ~~different opening standards across many jurisdictions,~~ a wide range of customer responses to vaccines and the virus, seasonal shifts in the mix of business and leisure demand, as well as a condensed booking window for hotel rooms. Therefore, while we currently anticipate sequential RevPAR growth through the remainder of the year, we cannot provide a full year forecast for RevPAR 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 timing of vaccine deployment.~~travel. Accordingly, we believe 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.~~ On February 9, 2021, we amended our credit facility to extend the covenant waiver period through the first quarter of 2022 as well as to further modify the covenant levels required after the waiver period endsSheet and ~~to provide additional flexibility with regard to acquisitions, asset sales, capital expenditures and mandatory prepayment without any changes to the existing pricing grid.~~Financing Transactions. As of ~~March 31,~~June 30, 2021, we had ~~$2.0~~$1.5 billion of cash and cash equivalents. During the second quarter, we issued approximately 7.8 million shares of Host Inc. common stock under our “at-the-market” offering program at an average price of $17.99 per share, for net proceeds of approximately $138 million.

Acquisitions. ~~In March 2021,~~During the second quarter, we ~~acquired the fee-simple interest in the 448-room Hyatt Regency Austin in Austin, Texas for approximately $161 million in cash. Subsequent to quarter end, we also~~ purchased the 444-room Four Seasons Resort Orlando at Walt Disney World^® Resort for a total purchase price of $610 million and the Royal Ka’anapali and Ka’anapali Kai golf courses, adjacent to our Hyatt Regency Maui hotel, for $28 million.

Subsequent to quarter end, we purchased the 200-room Baker’s Cay Resort Key Largo, Curio Collection for a total purchase price of $200 million and a 223-room luxury downtown hotel in Houston, formerly operated as the Hotel Alessandra, for $65 million. We have engaged HEI to manage the luxury downtown Houston hotel and expect to re-open the property later this year under a new name and brand.

Capital Projects. We are utilizing the low occupancy environment to accelerate certain projects and minimize future disruption.

During the first ~~quarter~~half of 2021, we spent approximately ~~$61~~$117 million on ROI capital projects and ~~$32~~$63 million on renewal and replacement projects. For full year 2021, we expect total capital expenditures of ~~$375~~$400 million to $475 million. This total amount consists of ROI projects of approximately $275 million to $325 million and renewal and replacement expenditures of ~~$100~~$125 million to $150 million. ROI projects include approximately $110 million to $140 million for the Marriott transformational capital program discussed below.

~~In January 2021, we opened~~During the ~~AC Hotel Scottsdale North, a 165-room select-service hotel we developed alongside The Westin Kierland Resort & Spa, branded as an AC by Marriott. Subsequent to~~second quarter, ~~end,~~ we completed the development of a new waterpark at The Ritz-Carlton Golf Resort, Naples and 19 two-bedroom luxury villas at the Andaz Maui at Wailea Resort. The 19 two-bedroom luxury villas achieved occupancy of 73% in June 2021, its first full month of operations, at an average rate of $1,626.

We have made substantial progress on the Marriott transformational capital program, which began in 2018 and is expected to be substantially complete by 2022, and ~~now~~ includes 16 of our ~~properties after the sale of the Newport Beach Marriott Hotel & Spa.~~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. ~~Over 70%~~Approximately 75% of the total estimated costs of the ~~transformational capital~~ program have been spent as of ~~March 31,~~June 30, 2021, and we expect to complete approximately 85% of the program by the end of the year. Of the 16 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, San Antonio Marriott Rivercenter and JW Marriott Atlanta Buckhead in 2020. In 2021, we completed the project at The Ritz-Carlton Amelia Island and we expect to substantially complete projects at three additional hotels: New York Marriott Marquis, Houston Medical Center Marriott and Orlando World Center Marriott.

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

	Quarter ended March 31,									Quarter ended June 30,									Year-to-date ended June 30,
	2021			2020			Change			2021			2020			Change			2021			2020			Change
Total revenues	$	399		$	1,052			(62.1	)%	$	649		$	103			530.1	%	$	1,048		$	1,155			(9.3	)%
Operating costs and expenses:
Property-level costs ⁽¹⁾		541			1,038			(47.9	)		692			431			60.6			1,233			1,469			(16.1	)
Corporate and other expenses		24			25			(4.0	)		25			25			—			49			50			(2.0	)
Operating loss		(166	)		(11	)		(1,409.1	)		(68	)		(353	)		80.7			(234	)		(364	)		35.7
Interest expense		42			37			13.5		��	43			40			7.5			85			77			10.4
Other losses		(1	)		(2	)		50.0
Other gains											3			15			(80.0	)		2			13			(84.6	)
Benefit for income taxes		46			37			24.3			22			46			(52.2	)		68			83			(18.1	)

Host Inc.:
Net loss attributable to non-controlling interests		(1	)		—		N/M				(1	)		(4	)		75.0			(2	)		(4	)		50.0
Net loss attributable to Host Inc.		(152	)		(3	)		(4,966.7	)		(60	)		(352	)		83.0			(212	)		(355	)		40.3

Host L.P.:
Net loss attributable to non-controlling interests		—			—			—			—			(1	)	N/M				—			(1	)	N/M
Net loss attributable to Host L.P.		(153	)		(3	)		(5,000.0	)		(61	)		(355	)		82.8			(214	)		(358	)		40.2
___________

The COVID-19 pandemic began to significantly impact hotel operations beginning in ~~March~~mid-March of ~~2020, which resulted in a significant decline in RevPAR in the first quarter of 2021 compared to~~ 2020. However, RevPAR has increased sequentially each month during ~~the first quarter of~~ 2021, from ~~$41.68~~$43.57 in January to ~~$84.10~~$111.25 in ~~March.~~June. There can be no assurances that the month-over-month increases in RevPAR will continue.

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

	Quarter ended March 31,							Quarter ended June 30,							Year-to-date ended June 30,
	2021		2020		Change			2021		2020		Change			2021		2020		Change
Revenues:
Rooms	$	257	$	626		(58.9	)%	$	423	$	61		593.4	%	$	680	$	687		(1.0	)%
Food and beverage		77		330		(76.7	)		137		11		1,145.5			214		341		(37.2	)
Other		65		96		(32.3	)		89		31		187.1			154		127		21.3
Total revenues	$	399	$	1,052		(62.1	)	$	649	$	103		530.1		$	1,048	$	1,155		(9.3	)

While still below pre-pandemic levels, operations have improved in ~~revenues was due predominantly~~the second quarter of 2021 compared to 2020. Year-to-date 2021 operations are still below the ~~impact of the COVID-19 pandemic,~~same period in 2020, as January and February of 2020 had positive operations, and declines began in the middle of March of ~~2020 with impacts~~2020. This has impacted operations as follows:

Rooms. Total rooms revenues increased $362 million for the quarter, and decreased ~~$369~~$7 million, or ~~58.9%~~1.0%, ~~for the quarter.~~year-to-date.

Food and beverage. Total food and beverage (“F&B”) revenues increased $126 millionfor the quarter, and decreased ~~$253~~$127 million, or ~~76.7%~~37.2%, ~~for the quarter.~~year-to-date. F&B revenue growth has been driven by ancillary spend at our outlets.

Other revenues. Total other revenues ~~decreased $31~~increased $58 million ~~or 32.3%, for the quarter. Attrition and cancellation revenues decreased~~ for the quarter ~~partially~~and increased $27 million, or 21.3%, year-to-date, as strong ancillary revenues offset ~~by strong golf revenues.~~a decrease in attrition and cancellation fees.

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

	Quarter ended March 31,							Quarter ended June 30,								Year-to-date ended June 30,
	2021		2020		Change			2021		2020			Change			2021		2020		Change
Expenses:
Rooms	$	65	$	187		(65.2	)%	$	109	$	43			153.5	%	$	174	$	230		(24.3	)%
Food and beverage		62		245		(74.7	)		105		39			169.2			167		284		(41.2	)
Other departmental and support expenses		160		319		(49.8	)		209		113			85.0			369		432		(14.6	)
Management fees		11		30		(63.3	)		21		(2	)	N/M				32		28		14.3
Other property-level expenses		78		93		(16.1	)		79		70			12.9			157		163		(3.7	)
Depreciation and amortization		165		164		0.6			169		168			0.6			334		332		0.6
Total property-level operating expenses	$	541	$	1,038		(47.9	)	$	692	$	431			60.6		$	1,233	$	1,469		(16.1	)

Our operating costs and expenses, which have both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, ~~and~~ audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately ~~53%~~54% of these expenses. Due to a significant decline in operations and implementation of portfolio-wide cost reductions in response to the COVID-19 pandemic, ~~our managers reduced~~including significant reductions to wages and benefits, ~~expense by over 60% during~~portfolio-wide hotel operating costs in the ~~first~~second quarter and year-to-date 2021, excluding severance, were nearly 46% and 52% lower, respectively, compared to the ~~first quarter of~~same periods in 2019. ~~Included~~In addition, included in these amounts infor the ~~first~~ quarter ofand year-to-date 2021 is a reduction of approximately $7$3 million and $10 million, respectively, related to the ERC recorded by our managers, the benefit of which was passed on to us.

Additionally, the ramp up in staffing at several properties during 2021 continues to lag the 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 32% higher compared to the first quarter of 2021, despite an approximately 54% 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 second quarter compared to 2020 for rooms, food and beverage, other departmental and support, and management fees predominantly are due to the beginning recovery from the impact of the COVID-19 pandemic. While our operators were able to maintain a reduced level of expenses compared to pre-pandemic levels, an increase in occupancy and hotel operations led to increases in expenses for the second quarter of 2021 compared to 2020. For the year-to-date period, pre-pandemic results in January and February of 2020, with higher occupancy, led to a decrease in expenses for 2021 compared to 2020. As a result, expenses ~~declined~~changed as follows:

Rooms. Rooms expenses increased $66 millionfor the quarter, and declined ~~$122~~$56 million, or ~~65.2%~~24.3%, ~~for the quarter.~~year-to-date.

Food and beverage. F&B expenses increased $66 millionfor the quarter and decreased ~~$183~~$117 million, or ~~74.7%~~41.2%, ~~for the quarter.~~year-to-date.

Other departmental and support expenses. Other departmental and support expenses ~~decreased $159~~increased $96 million, or ~~49.8%~~85.0%, for the ~~first quarter.~~quarter and decreased $63 million, or 14.6%, year-to-date.

Management fees. Base management fees, which generally are calculated as a percentage of total revenues, increased $16 million for the quarter, and decreased ~~$19~~$3 million, or ~~62.8%~~9.7%, ~~for the first quarter.~~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, ~~were flat~~ increased $7 millionfor both the ~~quarter.~~quarter and 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 $15~~increased $9 million, or ~~16.1%~~12.9%, for the quarter and decreased $6 million, or 3.7%, year-to-date~~primarily due to a decrease in rent on a portion of our ground leases that are based on a percentage of sales.~~. Other property-level expenses also were partially offset by operating profit guarantees received from Marriott under the transformational capital program.

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

	Quarter ended March 31,				Quarter ended June 30,				Year-to-date ended June 30,
	2021		2020		2021		2020		2021		2020
General and administrative costs	$	20	$	22	$	20	$	21	$	40	$	43
Non-cash stock-based compensation expense		4		3		5		4		9		7
Total	$	24	$	25	$	25	$	25	$	49	$	50

Interest expense. Interest expense increased for the quarter and year-to-date primarily due to the higher outstanding balance on the revolver portion of the credit facility. The following table details our interest expense for the quarter and year-to-date (in millions):

		Quarter ended March 31,					Quarter ended June 30,				Year-to-date ended June 30,
		2021		2020			2021		2020		2021		2020
Cash interest expense⁽¹⁾		$	40	$	35
Cash interest expense⁽¹⁾							$	40	$	38	$	80	$	73
Non-cash interest expense			2		2			3		1		5		3
Cash debt extinguishment costs⁽¹⁾								—		1		—		1
Total interest expense		$	42	$	37		$	43	$	40	$	85	$	77
___________	___________					___________

Other gains. Other gains decreased $12 million, or 80.0%, for the quarter and $11 million, or 84.6%, year-to-date, primarily due to the sale of a parcel of land adjacent to The Phoenician hotel in the second quarter of 2020, which resulted in a gain of approximately $12 million.

Equity in earnings (losses) of affiliates. Equity in earnings of affiliates increased $50 million for the second quarter and $55 million year-to-date, primarily due to unrealized gains on our investment in Fifth Wall Ventures, L.P. in 2021, while 2020 included an impairment of inventory at our Maui timeshare 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. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations and the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the quarter and year-to-date, we recorded an income tax benefit of ~~$46~~$22 and $68 million, respectively, due primarily to the domestic net operating loss incurred by our TRS. Any domestic net operating loss incurred by our TRS in 2021 may be carried forward indefinitely, its use in future years being subject to a limit of 80% of annual taxable income. Our TRS is expected to generate additional net operating losses in ~~2021 and we will evaluate whether or not to record an income tax benefit for all or a portion of such net operating loss in future quarters.~~2021.

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 “All Owned Hotel Pro Forma Hotel Operating 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).

The following tables set forth performance information for our hotels by geographic location ~~as of March 31,~~for the quarter and year-to-date ended June 30, 2021 compared to 2020 and ~~2020, respectively:~~

As of March 31, 2021

Quarter ended March 31, 2021

Quarter ended March 31, 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

Miami

3

1,276

$
556.36

55.6
%

$
309.29

$
470.45

$
443.30

70.9
%

$
314.11

$
498.35

(1.5
)%

(5.6
)%
Florida Gulf Coast

5

1,842

521.91

52.8

275.67

489.52

430.81

70.8

305.01

649.38

(9.6
)

(24.6
)
Phoenix

4

1,819

355.31

49.9

177.15

335.19

369.52

67.1

248.11

552.93

(28.6
)

(39.4
)
Jacksonville

1

446

484.86

35.5

171.97

345.82

363.41

57.0

207.28

466.16

(17.0
)

(25.8
)
Maui/Oahu

4

1,987

404.89

40.0

162.15

243.26

469.81

74.5

350.05

513.46

(53.7
)

(52.6
)
Washington, D.C. (CBD)

5

3,238

152.00

49.3

74.98

78.49

230.32

54.0

124.28

183.71

(39.7
)

(57.3
)
Houston

4

1,716

125.89

50.9

64.05

86.95

175.23

61.3

107.38

162.63

(40.4
)

(46.5
)
Atlanta

4

1,682

155.54

37.7

58.57

75.06

192.55

63.1

121.49

196.11

(51.8
)

(61.7
)
Philadelphia

2

810

135.04

36.9

49.89

70.10

173.70

62.8

109.04

180.62

(54.2
)

(61.2
)
Northern Virginia

3

1,252

150.57

29.5

44.45

63.28

206.66

52.7

108.90

180.68

(59.2
)

(65.0
)
San Antonio/Austin

3

1,960

128.07

31.5

40.35

57.23

196.60

47.7

93.85

157.07

(57.0
)

(63.6
)
Los Angeles/Orange County

5

2,119

158.07

24.3

38.41

50.27

213.01

67.4

143.52

215.71

(73.2
)

(76.7
)
San Diego

3

3,288

156.29

17.1

26.69

48.42

244.32

61.2

149.44

291.18

(82.1
)

(83.4
)
New York

3

4,261

142.98

15.9

22.78

29.16

220.61

56.1

123.75

197.15

(81.6
)

(85.2
)
Orlando

1

2,004

151.40

13.2

19.95

52.40

215.31

57.1

123.02

288.47

(83.8
)

(81.8
)
Denver

3

1,340

112.49

17.2

19.34

23.70

161.52

50.1

80.92

125.09

(76.1
)

(81.1
)
Chicago

4

1,816

115.21

16.2

18.62

22.77

142.48

47.5

67.69

95.61

(72.5
)

(76.2
)
San Francisco/San Jose

7

4,528

136.44

13.3

18.10

23.78

295.37

59.3

175.08

254.37

(89.7
)

(90.7
)
New Orleans

1

1,333

107.71

13.3

14.30

27.41

202.36

65.3

132.09

197.80

(89.2
)

(86.1
)
Seattle

2

1,315

149.63

7.2

10.84

14.53

193.42

54.0

104.51

149.34

(89.6
)

(90.3
)
Boston

3

2,715

117.71

8.0

9.40

12.14

177.13

53.0

93.85

141.90

(90.0
)

(91.4
)
Other

6

2,509

135.81

27.2

36.96

47.96

166.44

57.3

95.36

134.38

(61.2
)

(64.3
)
Domestic

76

45,256

233.01

27.1

63.08

97.61

253.75

59.1

150.09

252.30

(58.0
)

(61.3
)

International

5

1,499

89.36

13.0

11.62

15.46

133.47

53.3

71.18

104.05

(83.7
)

(85.1
)
All Locations -
Constant US$

81

46,755

230.76

26.6

61.43

94.98

250.26

59.0

147.56

247.53

(58.4
)

(61.6
)

All Owned Hotels (pro forma) in Nominal US$

As of March 31, 2021

Quarter ended March 31, 2021

Quarter ended March 31, 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

$
89.36

13.0
%

$
11.62

$
15.46

$
138.21

53.3
%

$
73.70

$
106.43

(84.2
)%

(85.5
)%
Domestic

76

45,256

233.01

27.1

63.08

97.61

253.75

59.1

150.09

252.30

(58.0
)

(61.3
)
All Locations

81

46,755

230.76

26.6

61.43

94.98

250.40

59.0

147.64

247.61

(58.4
)

(61.6
)

~~The following tables set forth performance information for our hotels by geographic location as of March 31, 2021 and~~compared to 2019, respectively, to provide a comparison of hotel statistics in the current ~~quarter~~period to last year as well as pre-pandemic levels:

	As of March 31, 2021				Quarter ended March 31, 2021										Quarter ended March 31, 2019															As of June 30, 2021				Quarter ended June 30, 2021									Quarter ended June 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
Miami		3		1,276	$	556.36			55.6	%	$	309.29	$	470.45	$	408.86		85.9	%	$	351.13	$	522.30		(11.9	)%		(9.9	)%		3		1,276	$	496.88		61.3	%	$	304.64	$	469.79	$	276.13		8.3	%	$	22.86	$	39.35		1,232.6	%		1,093.9	%
Jacksonville																															1		446		559.42		68.9			385.55		730.42		469.00		28.1			131.95		219.50		192.2			232.8
Florida Gulf Coast		5		1,842		521.91			52.8			275.67		489.52		439.30		83.1			364.98		729.85		(24.5	)		(32.9	)		5		1,842		404.15		66.5			268.58		506.14		278.24		17.7			49.11		102.21		446.9			395.2
Maui/Oahu																															4		2,006		457.70		78.5			359.35		543.98		75.47		3.7			2.77		8.23		12,890.4			6,510.8
Phoenix		4		1,819		355.31			49.9			177.15		335.19		373.48		82.7			308.80		644.54		(42.6	)		(48.0	)		4		1,822		311.33		61.6			191.85		382.50		185.02		6.8			12.58		53.48		1,425.5			615.2
Jacksonville		1		446		484.86			35.5			171.97		345.82		367.78		78.6			289.04		690.11		(40.5	)		(49.9	)
Maui/Oahu		4		1,987		404.89			40.0			162.15		243.26		437.66		89.0			389.36		584.39		(58.4	)		(58.4	)
Orlando																															2		2,448		427.88		27.0			115.67		204.69	N/M			0.0			N/M		19.13	N/M				970.1
Houston																															4		1,716		141.99		61.3			87.08		117.76		112.05		13.9			15.63		20.43		457.1			476.3
Los Angeles/Orange County																															5		2,119		171.25		63.5			108.66		147.12		206.66		8.1			16.84		23.12		545.4			536.3
Philadelphia																															2		810		160.86		59.6			95.82		147.30		120.32		10.6			12.75		15.74		651.3			835.7
Atlanta																															4		1,682		172.58		49.5			85.50		115.83		138.09		9.6			13.23		18.55		546.4			524.5
Washington, D.C. (CBD)		5		3,238		152.00			49.3			74.98		78.49		247.89		73.3			181.79		257.64		(58.8	)		(69.5	)		5		3,238		152.55		40.4			61.69		68.15		221.94		4.6			10.14		10.76		508.2			533.1
Houston		4		1,716		125.89			50.9			64.05		86.95		182.60		75.8			138.36		201.04		(53.7	)		(56.8	)
Atlanta		4		1,682		155.54			37.7			58.57		75.06		227.57		76.7			174.60		272.88		(66.5	)		(72.5	)
Philadelphia		2		810		135.04			36.9			49.89		70.10		190.16		78.1			148.48		242.24		(66.4	)		(71.1	)
San Diego																															3		3,288		194.88		46.0			89.63		134.93		181.47		2.5			4.57		17.07		1,859.2			690.6
Northern Virginia		3		1,252		150.57			29.5			44.45		63.28		210.16		65.7			138.09		239.65		(67.8	)		(73.6	)		3		1,252		157.97		42.4			67.01		101.80		129.21		7.9			10.20		15.45		557.1			558.8
San Antonio/Austin		3		1,960		128.07			31.5			40.35		57.23		208.03		79.2			164.69		260.10		(75.5	)		(78.0	)		3		1,960		162.93		43.6			70.96		101.33		135.64		6.3			8.49		12.80		736.1			691.9
Los Angeles/Orange County		5		2,119		158.07			24.3			38.41		50.27		219.94		84.5			185.95		279.42		(79.3	)		(82.0	)
San Diego		3		3,288		156.29			17.1			26.69		48.42		252.91		76.9			194.59		349.55		(86.3	)		(86.1	)
New York		3		4,261		142.98			15.9			22.78		29.16		236.38		72.0			170.27		267.69		(86.6	)		(89.1	)		3		4,261		172.42		32.6			56.16		63.98		134.19		30.2			40.47		43.18		38.8			48.2
Orlando		1		2,004		151.40			13.2			19.95		52.40		208.20		79.0			164.41		385.22		(87.9	)		(86.4	)
Denver		3		1,340		112.49			17.2			19.34		23.70		161.82		64.7			104.75		158.27		(81.5	)		(85.0	)		3		1,340		133.42		43.3			57.76		74.07		112.47		7.9			8.87		10.96		551.3			575.6
New Orleans																															1		1,333		125.59		44.8			56.27		77.37	N/M			0.0			0.29		1.94		19,219.2			3,881.3
Chicago		4		1,816		115.21			16.2			18.62		22.77		148.27		60.4			89.50		128.94		(79.2	)		(82.3	)		4		1,816		149.79		33.2			49.78		59.22		110.04		9.8			10.82		13.03		360.1			354.4
San Francisco/San Jose		7		4,528		136.44			13.3			18.10		23.78		305.80		77.3			236.51		330.84		(92.3	)		(92.8	)		7		4,529		145.03		30.8			44.69		59.49		175.74		4.2			7.43		14.51		501.2			309.9
New Orleans		1		1,333		107.71			13.3			14.30		27.41		209.79		81.6			171.18		249.87		(91.6	)		(89.0	)
Seattle		2		1,315		149.63			7.2			10.84		14.53		194.12		77.4			150.15		203.91		(92.8	)		(92.9	)		2		1,315		166.90		22.2			37.13		45.54		196.68		1.1			2.26		5.68		1,545.2			702.3
Boston		3		2,715		117.71			8.0			9.40		12.14		190.33		69.4			132.03		196.44		(92.9	)		(93.8	)		3		2,715		145.54		20.4			29.70		38.73	N/M			0.2			0.28		2.05		10,627.5			1,791.4
Other		6		2,509		135.81			27.2			36.96		47.96		168.26		73.1			122.94		175.07		(69.9	)		(72.6	)		6		2,509		145.72		40.7			59.29		78.10		109.28		13.5			14.77		18.40		301.3			324.5
Domestic		76		45,256		233.01			27.1			63.08		97.61		257.13		76.2			195.88		318.78		(67.8	)		(69.4	)		77		45,723		234.48		43.8			102.71		157.19		165.12		8.7			14.41		24.20		612.6			549.6

International		5		1,499		89.36			13.0			11.62		15.46		134.63		67.6			91.07		132.89		(87.2	)		(88.4	)		5		1,499		66.34		19.2			12.75		19.99		62.96		8.4			5.29		13.43		141.2			48.9
All Locations - Constant US$		81		46,755		230.76			26.6			61.43		94.98		253.61		75.9			192.51		312.80		(68.1	)		(69.6	)		82		47,222		232.10		43.0			99.86		152.84		161.98		8.7			14.12		23.86		607.0			540.7

							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 March 31, 2021				Quarter ended March 31, 2021										Quarter ended March 31, 2019															As of June 30, 2021				Quarter ended June 30, 2021									Quarter ended June 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	$	89.36			13.0	%	$	11.62	$	15.46	$	143.88		67.6	%	$	97.32	$	140.81		(88.1	)%		(89.0	)%		5		1,499	$	66.34		19.2	%	$	12.75	$	19.99	$	59.79		8.4	%	$	5.02	$	12.44		154.0	%		60.7	%
Domestic		76		45,256		233.01			27.1			63.08		97.61		257.13		76.2			195.88		318.78		(67.8	)		(69.4	)		77		45,723		234.48		43.8			102.71		157.19		165.12		8.7			14.41		24.20		612.6			549.6
All Locations		81		46,755		230.76			26.6			61.43		94.98		253.88		75.9			192.71		313.05		(68.1	)		(69.7	)		82		47,222		232.10		43.0			99.86		152.84		161.89		8.7			14.11		23.83		607.5			541.5

	As of June 30, 2021				Quarter ended June 30, 2021									Quarter ended June 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
Miami		3		1,276	$	496.88		61.3	%	$	304.64	$	469.79	$	299.54		80.6	%	$	241.56	$	390.25		26.1	%		20.4	%
Jacksonville		1		446		559.42		68.9			385.55		730.42		414.11		84.1			348.40		753.61		10.7			(3.1	)
Florida Gulf Coast		5		1,842		404.15		66.5			268.58		506.14		313.53		73.9			231.56		496.76		16.0			1.9
Maui/Oahu		4		2,006		457.70		78.5			359.35		543.98		384.31		92.3			354.62		577.55		1.3			(5.8	)
Phoenix		4		1,822		311.33		61.6			191.85		382.50		277.88		74.6			207.40		488.38		(7.5	)		(21.7	)
Orlando		2		2,448		427.88		27.0			115.67		204.69		280.14		72.2			202.14		411.47		(42.8	)		(50.3	)
Houston		4		1,716		141.99		61.3			87.08		117.76		181.69		74.6			135.49		193.31		(35.7	)		(39.1	)
Los Angeles/Orange County		5		2,119		171.25		63.5			108.66		147.12		220.32		87.0			191.79		286.02		(43.3	)		(48.6	)
Philadelphia		2		810		160.86		59.6			95.82		147.30		247.35		89.7			221.94		366.74		(56.8	)		(59.8	)
Atlanta		4		1,682		172.58		49.5			85.50		115.83		188.81		76.7			144.87		232.21		(41.0	)		(50.1	)
Washington, D.C. (CBD)		5		3,238		152.55		40.4			61.69		68.15		278.76		91.5			255.04		367.23		(75.8	)		(81.4	)
San Diego		3		3,288		194.88		46.0			89.63		134.93		257.34		83.0			213.66		394.65		(58.1	)		(65.8	)
Northern Virginia		3		1,252		157.97		42.4			67.01		101.80		214.09		77.9			166.82		280.83		(59.8	)		(63.8	)
San Antonio/Austin		3		1,960		162.93		43.6			70.96		101.33		196.21		78.9			154.89		235.22		(54.2	)		(56.9	)
New York		3		4,261		172.42		32.6			56.16		63.98		292.59		84.9			248.42		378.93		(77.4	)		(83.1	)
Denver		3		1,340		133.42		43.3			57.76		74.07		176.07		79.4			139.88		210.69		(58.7	)		(64.8	)
New Orleans		1		1,333		125.59		44.8			56.27		77.37		196.98		81.0			159.65		233.90		(64.8	)		(66.9	)
Chicago		4		1,816		149.79		33.2			49.78		59.22		237.05		82.5			195.46		278.10		(74.5	)		(78.7	)
San Francisco/San Jose		7		4,529		145.03		30.8			44.69		59.49		267.87		82.7			221.55		313.95		(79.8	)		(81.1	)
Seattle		2		1,315		166.90		22.2			37.13		45.54		234.35		85.1			199.47		271.52		(81.4	)		(83.2	)
Boston		3		2,715		145.54		20.4			29.70		38.73		272.01		87.8			238.87		324.76		(87.6	)		(88.1	)
Other		6		2,509		145.72		40.7			59.29		78.10		175.50		83.0			145.69		207.76		(59.3	)		(62.4	)
Domestic		77		45,723		234.48		43.8			102.71		157.19		256.49		82.5			211.49		341.16		(51.4	)		(53.9	)

International		5		1,499		66.34		19.2			12.75		19.99		143.72		69.7			100.16		154.14		(87.3	)		(87.0	)
All Locations - Constant US$		82		47,222		232.10		43.0			99.86		152.84		253.44		82.0			207.94		335.20		(52.0	)		(54.4	)

All Owned Hotels (pro forma) in Nominal US$
	As of June 30, 2021				Quarter ended June 30, 2021									Quarter ended June 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	$	66.34		19.2	%	$	12.75	$	19.99	$	158.97		69.7	%	$	110.79	$	169.04		(88.5	)%		(88.2	)%
Domestic		77		45,723		234.48		43.8			102.71		157.19		256.49		82.5			211.49		341.16		(51.4	)		(53.9	)
All Locations		82		47,222		232.10		43.0			99.86		152.84		253.85		82.0			208.28		335.67		(52.1	)		(54.5	)

	As of June 30, 2021				Year-to-date ended June 30, 2021									Year-to-date ended June 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
Miami		3		1,276	$	525.00		58.5	%	$	306.95	$	470.12	$	425.83		39.6	%	$	168.56	$	268.97		82.1	%		74.8	%
Jacksonville		1		446		534.27		52.3			279.35		539.18		398.29		42.6			169.62		342.83		64.7			57.3
Florida Gulf Coast		5		1,842		455.98		59.7			272.11		497.88		400.35		44.2			177.03		375.72		53.7			32.5
Maui/Oahu		4		2,006		440.07		59.4			261.61		401.86		451.32		39.1			176.41		268.10		48.3			49.9
Phoenix		4		1,822		330.65		55.8			184.62		359.23		352.56		37.0			130.34		303.21		41.6			18.5
Orlando		2		2,448		454.91		22.2			101.17		180.02		337.30		28.8			97.01		208.69		4.3			(13.7	)
Houston		4		1,716		134.73		56.1			75.63		102.44		163.52		37.6			61.51		91.53		23.0			11.9
Los Angeles/Orange County		5		2,119		167.63		44.0			73.73		98.96		212.33		37.8			80.18		119.42		(8.0	)		(17.1	)
Philadelphia		2		810		151.04		48.3			72.98		108.91		165.99		36.7			60.90		98.18		19.8			10.9
Atlanta		4		1,682		165.27		43.6			72.11		95.56		185.37		36.3			67.36		107.33		7.1			(11.0	)
Washington, D.C. (CBD)		5		3,238		152.25		44.9			68.30		73.29		229.66		29.3			67.21		97.24		1.6			(24.6	)
San Diego		3		3,288		184.52		31.6			58.33		91.91		241.83		31.8			77.01		154.12		(24.3	)		(40.4	)
Northern Virginia		3		1,252		154.95		36.0			55.79		82.65		196.57		30.3			59.55		98.07		(6.3	)		(15.7	)
San Antonio/Austin		3		1,960		148.39		37.6			55.74		79.40		189.54		27.0			51.17		84.93		8.9			(6.5	)
New York		3		4,261		162.82		24.3			39.56		46.67		190.39		43.1			82.11		120.16		(51.8	)		(61.2	)
Denver		3		1,340		127.52		30.3			38.66		49.03		154.85		29.0			44.89		68.03		(13.9	)		(27.9	)
New Orleans		1		1,333		121.54		29.1			35.40		52.52		202.76		32.6			66.19		99.87		(46.5	)		(47.4	)
Chicago		4		1,816		138.56		24.7			34.28		41.10		136.92		28.7			39.26		54.32		(12.7	)		(24.3	)
San Francisco/San Jose		7		4,529		142.47		22.1			31.47		41.73		287.40		31.8			91.26		134.44		(65.5	)		(69.0	)
Seattle		2		1,315		162.69		14.8			24.06		30.12		193.49		27.6			53.38		77.51		(54.9	)		(61.1	)
Boston		3		2,715		137.77		14.2			19.61		25.51		176.94		26.6			47.06		71.97		(58.3	)		(64.6	)
Other		6		2,509		141.77		34.0			48.19		63.11		155.53		35.4			55.07		76.39		(12.5	)		(17.4	)
Domestic		77		45,723		238.03		35.5			84.58		130.40		247.59		33.9			84.03		141.69		0.7			(8.0	)

International		5		1,499		75.57		16.1			12.19		17.74		123.88		30.9			38.23		58.74		(68.1	)		(69.8	)
All Locations - Constant US$		82		47,222		235.65		34.9			82.28		126.83		244.00		33.8			82.57		139.05		(0.3	)		(8.8	)

All Owned Hotels (pro forma) in Nominal US$
	As of June 30, 2021				Year-to-date ended June 30, 2021									Year-to-date ended June 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	$	75.57		16.1	%	$	12.19	$	17.74	$	127.54		30.9	%	$	39.36	$	59.43		(69.0	)%		(70.2	)%
Domestic		77		45,723		238.03		35.5			84.58		130.40		247.59		33.9			84.03		141.69		0.7			(8.0	)
All Locations		82		47,222		235.65		34.9			82.28		126.83		244.10		33.8			82.61		139.07		(0.4	)		(8.8	)

	As of June 30, 2021				Year-to-date ended June 30, 2021									Year-to-date ended June 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
Miami		3		1,276	$	525.00		58.5	%	$	306.95	$	470.12	$	355.53		83.2	%	$	295.96	$	455.82		3.7	%		3.1	%
Jacksonville		1		446		534.27		52.3			279.35		539.18		391.86		81.4			318.88		722.04		(12.4	)		(25.3	)
Florida Gulf Coast		5		1,842		455.98		59.7			272.11		497.88		379.76		78.4			297.90		612.66		(8.7	)		(18.7	)
Maui/Oahu		4		2,006		440.07		59.4			261.61		401.86		410.35		90.6			371.89		589.24		(29.7	)		(31.8	)
Phoenix		4		1,822		330.65		55.8			184.62		359.23		327.86		78.6			257.82		566.03		(28.4	)		(36.5	)
Orlando		2		2,448		454.91		22.2			101.17		180.02		299.99		75.6			226.78		461.20		(55.4	)		(61.0	)
Houston		4		1,716		134.73		56.1			75.63		102.44		182.15		75.2			136.92		197.16		(44.8	)		(48.0	)
Los Angeles/Orange County		5		2,119		167.63		44.0			73.73		98.96		220.13		85.8			188.88		282.74		(61.0	)		(65.0	)
Philadelphia		2		810		151.04		48.3			72.98		108.91		220.90		83.9			185.41		304.83		(60.6	)		(64.3	)
Atlanta		4		1,682		165.27		43.6			72.11		95.56		208.09		76.7			159.65		252.43		(54.8	)		(62.1	)
Washington, D.C. (CBD)		5		3,238		152.25		44.9			68.30		73.29		265.11		82.5			218.62		312.73		(68.8	)		(76.6	)
San Diego		3		3,288		184.52		31.6			58.33		91.91		255.23		80.0			204.18		372.23		(71.4	)		(75.3	)
Northern Virginia		3		1,252		154.95		36.0			55.79		82.65		212.31		71.8			152.53		260.36		(63.4	)		(68.3	)
San Antonio/Austin		3		1,960		148.39		37.6			55.74		79.40		202.10		79.1			159.76		247.59		(65.1	)		(67.9	)
New York		3		4,261		162.82		24.3			39.56		46.67		266.94		78.5			209.56		323.62		(81.1	)		(85.6	)
Denver		3		1,340		127.52		30.3			38.66		49.03		169.71		72.1			122.41		184.62		(68.4	)		(73.4	)
New Orleans		1		1,333		121.54		29.1			35.40		52.52		203.37		81.3			165.38		241.84		(78.6	)		(78.3	)
Chicago		4		1,816		138.56		24.7			34.28		41.10		199.76		71.5			142.77		203.93		(76.0	)		(79.8	)
San Francisco/San Jose		7		4,529		142.47		22.1			31.47		41.73		286.10		80.0			228.99		322.35		(86.3	)		(87.1	)
Seattle		2		1,315		162.69		14.8			24.06		30.12		215.31		81.3			174.95		237.90		(86.2	)		(87.3	)
Boston		3		2,715		137.77		14.2			19.61		25.51		236.19		78.6			185.74		260.95		(89.4	)		(90.2	)
Other		6		2,509		141.77		34.0			48.19		63.11		172.13		78.1			134.38		191.51		(64.1	)		(67.0	)
Domestic		77		45,723		238.03		35.5			84.58		130.40		259.49		79.4			205.91		334.09		(58.9	)		(61.0	)

International		5		1,499		75.57		16.1			12.19		17.74		139.27		68.7			95.64		143.57		(87.3	)		(87.6	)
All Locations - Constant US$		82		47,222		235.65		34.9			82.28		126.83		256.16		79.0			202.39		328.02		(59.3	)		(61.3	)

All Owned Hotels (pro forma) in Nominal US$
	As of June 30, 2021				Year-to-date ended June 30, 2021									Year-to-date ended June 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	$	75.57		16.1	%	$	12.19	$	17.74	$	151.58		68.7	%	$	104.09	$	155.00		(88.3	)%		(88.6	)%
Domestic		77		45,723		238.03		35.5			84.58		130.40		259.49		79.4			205.91		334.09		(58.9	)		(61.0	)
All Locations		82		47,222		235.65		34.9			82.28		126.83		256.50		79.0			202.66		328.38		(59.4	)		(61.4	)

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 8182 hotels that we owned as of ~~March 31,~~June 30, 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 March 31, 2021									Quarter ended March 31, 2020						Quarter ended June 30, 2021									Quarter ended June 30, 2020
	Transient business			Group business			Contract business			Transient business		Group business		Contract business		Transient business			Group business			Contract business			Transient business		Group business		Contract business
Room nights (in thousands)		767			264			89			1,406		949		147		1,397			344			109			196		134		43
Percentage change in room nights vs. same period in 2019		(56.4	)%		(79.2	)%		(43.0	)%								(30.0	)%		(74.5	)%		(34.3	)%
Room Revenues (in millions)	$	205		$	41		$	13		$	358	$	238	$	30
Room revenues (in millions)																$	357		$	59		$	14		$	36	$	18	$	6
Percentage change in revenues vs. same period in 2019		(55.3	)%		(87.0	)%		(62.1	)%								(33.0	)%		(81.9	)%		(58.5	)%

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 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 to provide financial flexibility given the inherent volatility of the lodging industry. We believe this strategy has resulted in a lower cost of debt capital, allowing us to complete opportunistic investments and acquisitions 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 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 ~~magnitude of 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 recovers.

Under the current challenging operating environment posed by the COVID-19 pandemic, we have taken steps to preserve liquidity by working with our hotel operators to reduce operating costs at our hotels, closely monitoring our capital expenditures levels, and suspending our quarterly dividend and stock repurchases. WeAlong with improving operating cash flows during the second quarter, we believe that we have sufficient liquidity ~~to withstand the current negative operating cash flow and to fund our capital expenditures programs. We intend to use available cash in the near term predominantly~~ to fund negative operations at certain of our hotels, corporate expenses, capital expenditures and hotel acquisitions. We used ~~$771 million~~$1.1 billion of cash to fund the recent acquisitions of the Hyatt Regency Austin, ~~in the first quarter of 2021 and~~ the Four Seasons Resort Orlando at Walt Disney World^® Resort and the Ka’anapali Golf Courses in the first half of 2021, and Baker’s Cay Resort Key Largo and the former Hotel Alessandra subsequent to quarter end. Additionally, we accessed our “at-the-market” equity program, discussed below, to issue approximately 7.8 million shares of our common stock during the second quarter for net proceeds of approximately $138 million. We remain well positioned to execute additional acquisitions to the extent ~~favorable pricing~~ opportunities arise.

We may access 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. We intend to enter into a distribution agreement by which Host Inc. may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $600 million. The shares would be offered and sold through sales agents in transactions that are deemed to be “at the 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.

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 amendments.

Capital Resources. As of ~~March 31,~~June 30, 2021, we had ~~$2,008~~$1,450 million of cash and cash equivalents and ~~$131~~$139 million in our FF&E escrow ~~reserve.~~reserves. We have substantially utilized the $1.5 billion revolver under our credit facility. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges. Following the amendments to our credit facility agreement, the quarterly-tested financial covenants were waived beginning July 1, 2020 until the required financial statement reporting date for the second quarter of

2022. However, we currently are below the interest coverage ratio required under our senior notes indentures to incur additional debt and, while not an event of default, we will be unable to incur additional debt while we remain below the required covenant level.

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 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 June 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 amendments. There were no share repurchases during the first or second quarter of 2021 and we do not anticipate additional share repurchases in 2021.

Given the total amount of our debt and our maturity schedule, we may continue to redeem or repurchase senior notes from time to time, taking advantage of favorable market conditions. In February 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. 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 currently have $371 million available under our share repurchase program, additional repurchases are currently restricted under the terms of the credit facility amendments.~~ ~~There were no share repurchases during the first quarter of 2021 and~~ ~~we do not anticipate additional repurchases in 2021.~~

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

Sources and Uses of Cash. Our sources of cash generally include cash from operations, proceeds from debt and equity issuances, and proceeds from 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, and we are restricted from issuing debt under the covenants of our senior notes indenture. However, we have significant available cash and also have access to stock issuances and property dispositions as alternative sources of cash.

Cash ~~Provided by/~~Used in Operating Activities. In the first ~~quarter~~half of 2021, net cash used in operating activities was ~~$49~~$40 million compared to ~~cash provided of $157~~$15 million for the first ~~quarter~~half of 2020. Cash used in operating activities during the first ~~quarter~~half of 2021 primarily was to fund operating shortfalls at certain of our hotels; however, it ~~represented~~reflects a continuing trend of improvement each quarter since the second quarter of 2020. ~~Cash used in~~Second quarter of 2021 had positive cash from operating activities, ~~in the fourth quarter of 2020 was $143 million, with the first quarter 2021 improvement~~ driven by improved operations at our hotels compared to the ~~fourth~~first quarter of ~~2020.~~2021.

Cash Used in Investing Activities. Net cash used in investing activities was ~~$275~~$974 million during the first ~~quarter~~half of 2021 compared to ~~$103~~$264 million for the first ~~quarter~~half of 2020. Cash used in investing activities during the first ~~quarter~~half of 2021 primarily was due to ~~$93~~$180 million of capital expenditures ~~compared to $131 million in the first quarter of 2020~~ and the acquisition of ~~one hotel.~~two hotels and two golf courses. Cash ~~provided by~~used in investing activities for the first half of 2020 primarily was due to $300 million of capital expenditures in the first ~~quarter~~half of ~~2021 and 2020 included~~ ~~proceeds from the repayment of a loan receivable associated with the sale of property in the prior year.~~2020.

The following table summarizes significant acquisitions that have been completed as of ~~May 4,~~August 2, 2021:

Transaction Date	Transaction Date	Description of Transaction	Investment			Transaction Date	Description of Transaction		Investment
Acquisitions
July						2021		Acquisition of a luxury hotel in downtown Houston 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	$	(610	)	2021		Acquisition of Four Seasons Resort Orlando at Walt Disney World^® Resort⁽¹⁾		(610	)
April	2021	Acquisition of Ka'anapali Golf Courses		(28	)	2021		Acquisition of Ka'anapali Golf Courses		(28	)
March	2021	Acquisition of Hyatt Regency Austin		(161	)	2021		Acquisition of Hyatt Regency Austin		(161	)
		Total acquisitions	$	(799	)			Total acquisitions	$	(1,064	)

___________						___________

Cash Provided ~~by/Used in~~by Financing Activities. In the first ~~quarter~~half of 2021, net cash ~~used in~~provided by financing activities was ~~$11~~$127 million compared to ~~cash provided of $1,166~~$268 million in the first ~~quarter~~half of 2020. ~~In 2020, cash~~Cash provided by financing activities in the first ~~quarter~~half of 2021 included net proceeds of $138 million from common stock issuances while the ~~$1.5 billion~~first half of 2020 consisted of a net $750 million draw on the credit ~~facility, while cash~~facility. Cash used in the first ~~quarter~~half of 2020 included stock repurchases and dividend payments and distributions, prior to their suspension later in 2020.

As of ~~March 31,~~June 30, 2021, our total debt was $5.5 billion, with a weighted average interest rate of 3.0% and a weighted average maturity of ~~4.7~~4.5 years. Additionally, 55% of our debt has a fixed rate of interest and none of our consolidated hotels are encumbered by mortgage debt.

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 amendments to the existing senior unsecured bank credit facility with Bank of America, N.A., as administrative agent, (collectively, the “Amendments”). The Amendments suspend requirements to comply with all existing financial maintenance covenants under the credit facility for the period which began on July 1, 2020 and ending on the required financial statement reporting date for the second quarter of 2022 (such period, the “Covenant Relief Period”). The existing financial maintenance covenants are reinstated for the quarter ending June 30, 2022, except that after the reinstatement instead of using the prior four calendar quarters’ results in the calculations, only results for the second quarter of 2022 and thereafter are used during a phase in period. In addition, for the second quarter of 2022, the only financial covenant that ~~shall be~~is required to be satisfied ~~shall be~~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 (i.e., after June 30, 2022), the financial covenant requirements set forth in the credit facility before the Amendments ~~shall~~ 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 second fiscal quarters ending after the Covenant Relief Period, (b) 8.00:1.00 as at the end of the third 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 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.

At ~~March 31,~~June 30, 2021, the following table summarizes the results of the financial tests required by the credit facility, for informational purposes only, as the covenants currently are not in effect under the Amendment:

The following table summarizes the results of the financial tests required by the indentures for our senior notes and our actual credit ratios as of ~~March 31,~~June 30, 2021:

We are in compliance with certain of the financial ratios applicable to our senior notes as of ~~March 31,~~June 30, 2021, but we are below the 1.5x requirement for the EBITDA-to-interest coverage ratio as of the end of the ~~first~~second quarter of 2021 and, as a result, while not an event of default, we will not be able to incur additional debt while the ratio remains below this requirement.

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, 2020.

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital 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 ~~March 31,~~June 30, 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. Under the credit facility, as amended, all redemptions must be made with Host Inc. common 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 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 dividend. All future dividends are subject to Board approval. In addition, in connection with the amendments to the credit facility, we agreed to substantial limitations on our ability to pay common cash dividends during the Covenant Relief Period.

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, 2020.

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 “Hotel Property Level Operating Results” below). However, due to the COVID-19 pandemic and its effects on operations, there is little comparability between periods. For this reason, we temporarily ~~are 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 ~~March 31,~~June 30, 2021, but do not include the results of operations for properties sold through the reporting date; and (2) operating results for acquisitions as of ~~March 31,~~June 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.

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 this presentation is useful to investors as it provides clarity with respect to the 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 results of net income (loss), EBITDA, Adjusted EBITDAre, diluted earnings (loss) per common share and Adjusted FFO per diluted share. Nominal US$ results include the effect of currency fluctuations, consistent with our financial statement presentation.

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:

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, 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.

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 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.

We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of our results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment expense 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 the measure used 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:

In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of the Company’s current operating performance. The last 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.

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
Net loss	$	(153	)	$	(3	)	$	(61	)	$	(356	)	$	(214	)	$	(359	)
Interest expense		42			37			43			40			85			77
Depreciation and amortization		165			164			169			168			334			332
Income taxes		(46	)		(37	)		(22	)		(46	)		(68	)		(83	)
EBITDA		8			161			129			(194	)		137			(33	)
Loss on dispositions		—			1
Gain on dispositions								—			(1	)		—			—
Equity investment adjustments:
Equity in earnings of affiliates		(9	)		(4	)
Pro rata EBITDAre of equity investments⁽¹⁾		6			6
Equity in (earnings) losses of affiliates								(25	)		25			(34	)		21
Pro rata EBITDAre of equity investments⁽¹⁾								7			(20	)		13			(14	)
EBITDAre		5			164			111			(190	)		116			(26	)
Adjustments to EBITDAre:
Severance expense (reversal) at hotel properties		(2	)		—			(1	)		1			(3	)		1
Adjusted EBITDAre	$	3		$	164		$	110		$	(189	)	$	113		$	(25	)
___________

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. 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 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:

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 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:

		Quarter ended March 31,							Quarter ended June 30,						Year-to-date ended June 30,
		2021			2020				2021			2020			2021			2020
Net loss		$	(153	)	$	(3	)		$	(61	)	$	(356	)	$	(214	)	$	(359	)
Less: Net loss attributable to non-controlling interests			1			—				1			4			2			4
Net loss attributable to Host Inc.			(152	)		(3	)			(60	)		(352	)		(212	)		(355	)
Adjustments:
Loss on dispositions			—			1
Gain on dispositions										—			(1	)		—			—
Depreciation and amortization			165			164				168			166			333			331
Equity investment adjustments:
Equity in earnings of affiliates			(9	)		(4	)
Pro rata FFO of equity investments⁽¹⁾			4			4
Equity in (earnings) losses of affiliates										(25	)		25			(34	)		21
Pro rata FFO of equity investments⁽¹⁾										6			(20	)		10			(17	)
Consolidated partnership adjustments:
FFO adjustment for non-controlling partnerships										(1	)		—			(1	)		(1	)
FFO adjustments for non-controlling interests of Host L.P.			(2	)		(2	)			(2	)		(2	)		(3	)		(3	)
NAREIT FFO			6			160				86			(184	)		93			(24	)
Adjustments to NAREIT FFO:
Loss on debt extinguishment										—			1			—			1
Severance expense (reversal) at hotel properties			(2	)		—				(1	)		1			(3	)		1
Adjusted FFO		$	4		$	160			$	85		$	(182	)	$	90		$	(22	)

For calculation on a per share basis:⁽²⁾
For calculation on a per share basis:⁽²⁾

Diluted weighted average shares outstanding - EPS	Diluted weighted average shares outstanding - EPS		705.6			708.1		Diluted weighted average shares outstanding - EPS		707.6			705.1			706.6			706.7
Assuming issuance of common shares granted under the comprehensive stock plans			0.9			0.4				1.6			—			1.6			—
Diluted weighted average shares outstanding - NAREIT FFO and Adjusted FFO			706.5			708.5
Diluted weighted average shares outstanding – NAREIT FFO and Adjusted FFO										709.2			705.1			708.2			706.7
Diluted loss per common share		$	(.22	)	$	—			$	(.09	)	$	(.50	)	$	(.30	)	$	(.50	)
NAREIT FFO per diluted share		$	.01		$	.23			$	.12		$	(.26	)	$	.13		$	(.03	)
Adjusted FFO per diluted share		$	.01		$	.23			$	.12		$	(.26	)	$	.13		$	(.03	)
___________

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 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 reconfiguration that is not considered to be within the normal course of business, as we believe

this elimination provides useful supplemental information that is beneficial to an investor’s understanding of our ongoing operating performance. We also eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values historically

have risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be insufficient.

Because of the elimination of corporate-level costs and expenses, gains or losses on disposition, certain severance expenses and depreciation and amortization expense, the 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:

	Quarter ended March 31,						Quarter ended June 30,						Year-to-date ended June 30,
	2021			2020			2021			2020			2021			2020
Number of hotels		81			80			82			81			82			81
Number of rooms		46,755			46,590			47,222			47,057			47,222			47,057
Change in hotel Total RevPAR-
Constant US$		(61.6	)%		—			540.7	%		—			(8.8	)%		—
Nominal US$		(61.6	)%		—			541.5	%		—			(8.8	)%		—
Change in hotel RevPAR -
Constant US$		(58.4	)%		—			607.0	%		—			(0.3	)%		—
Nominal US$		(58.4	)%		—			607.5	%		—			(0.4	)%		—
Operating profit (loss) margin ⁽¹⁾		(41.6	)%		(1.0	)%
Operating loss margin ⁽¹⁾								(10.5	)%		(342.7	)%		(22.3	)%		(31.5	)%
All Owned Hotel Pro Forma EBITDA margin ⁽¹⁾		5.2	%		17.1	%		19.1	%		(165.4	)%		13.9	%		1.5	%
Food and beverage profit margin ⁽¹⁾		19.5	%		25.8	%		23.4	%		(254.5	)%		22.0	%		16.7	%
All Owned Hotel Pro Forma food and beverage profit margin ⁽¹⁾		19.5	%		26.2	%		23.0	%		(263.6	)%		21.5	%		17.2	%

Net loss	$	(153	)	$	(3	)	$	(61	)	$	(356	)	$	(214	)	$	(359	)
Depreciation and amortization		165			164			169			168			334			332
Interest expense		42			37			43			40			85			77
Benefit for income taxes		(46	)		(37	)		(22	)		(46	)		(68	)		(83	)
Gain on sale of property and corporate level income/expense		15			17			(3	)		34			12			51
Severance expense (reversal) at hotel properties		(2	)		—			(1	)		1			(3	)		1
Pro forma adjustments⁽²⁾		—			2			1			(13	)		5			(1	)
All Owned Hotel Pro Forma EBITDA(3)	$	21		$	180		$	126		$	(172	)	$	151		$	18

	Quarter ended March 31, 2021													Quarter ended March 31, 2020											Quarter ended June 30, 2021													Quarter ended June 30, 2020
				Adjustments													Adjustments											Adjustments													Adjustments
	GAAP Results			Severance at hotel properties			Pro forma adjustments⁽²⁾		Depreciation and corporate level items			All Owned Hotel Pro Forma Results⁽²⁾		GAAP Results			Pro forma adjustments⁽²⁾			Depreciation and corporate level items			All Owned Hotel Pro Forma Results⁽²⁾		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	$	257		$	—		$	2	$	—		$	259	$	626		$	—		$	—		$	626	$	423		$	—		$	7	$	—		$	430	$	61		$	—		$	(1	)	$	—		$	60
Food and beverage		77			—			—		—			77		330			2			—			332		137			—			2		—			139		11			—			—			—			11
Other		65			—			—		—			65		96			(1	)		—			95		89			—			1		—			90		31			—			2			—			33
Total revenues		399			—			2		—			401		1,052			1			—			1,053		649			—			10		—			659		103			—			1			—			104
Expenses
Room		65			1			—		—			66		187			—			—			187		109			—			2		—			111		43			—			1			—			44
Food and beverage		62			—			—		—			62		245			—			—			245		105			—			2		—			107		39			—			1			—			40
Other		249			1			2		—			252		442			(1	)		—			441		309			1			5		—			315		181			(1	)		12			—			192
Depreciation and amortization		165			—			—		(165	)		—		164			—			(164	)		—		169			—			—		(169	)		—		168			—			—			(168	)		—
Corporate and other expenses		24			—			—		(24	)		—		25			—			(25	)		—		25			—			—		(25	)		—		25			—			—			(25	)		—
Total expenses		565			2			2		(189	)		380		1,063			(1	)		(189	)		873		717			1			9		(194	)		533		456			(1	)		14			(193	)		276
Operating Profit - All Owned Hotel Pro Forma EBITDA⁽³⁾	$	(166	)	$	(2	)	$	—	$	189		$	21	$	(11	)	$	2		$	189		$	180
___________
Operating Profit – All Owned Hotel Pro Forma EBITDA⁽³⁾																									$	(68	)	$	(1	)	$	1	$	194		$	126	$	(353	)	$	1		$	(13	)	$	193		$	(172	)

	Year-to-date ended June 30, 2021													Year-to-date ended June 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	$	680		$	—		$	23	$	—		$	703	$	687		$	—		$	21		$	—		$	708
Food and beverage		214			—			9		—			223		341			—			13			—			354
Other		154			—			8		—			162		127			—			7			—			134
Total revenues		1,048			—			40		—			1,088		1,155			—			41			—			1,196
Expenses
Room		174			—			5		—			179		230			—			5			—			235
Food and beverage		167			—			8		—			175		284			—			9			—			293
Other		558			3			22		—			583		623			(1	)		28			—			650
Depreciation and amortization		334			—			—		(334	)		—		332			—			—			(332	)		—
Corporate and other expenses		49			—			—		(49	)		—		50			—			—			(50	)		—
Total expenses		1,282			3			35		(383	)		937		1,519			(1	)		42			(382	)		1,178
Operating Profit – All Owned Hotel Pro Forma EBITDA⁽³⁾	$	(234	)	$	(3	)	$	5	$	383		$	151	$	(364	)	$	1		$	(1	)	$	382		$	18
___________

As of ~~March 31,~~June 30, 2021 and December 31, 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 ~~quarter~~or second quarters of 2021. See Item 7A of our most recent Annual Report on Form 10–K.

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~~No foreign currency hedging transactions were entered into during the ~~first~~second quarter of ~~2021,~~2021. We currently have three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million ($74 million), and we paid $5 million in the aggregate upon settlement. In replacement of the maturing contracts, we entered into three new foreign currency forward purchase contracts, with a total notional amount of CAD 99 million ($79 million), that mature between August 2021 and 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 quarter of 2021.

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.

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.

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.

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.

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:

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.

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 ~~March 31,~~June 30, 2021 and 2020, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Year-to-date ended ~~March 31,~~

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

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.


	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 - ~~March 31,~~June 30, 2021 (unaudited) and December 31, 2020	1

	Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended ~~March 31,~~June 30, 2021 and 2020	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter and Year-to-date ended ~~March 31,~~June 30, 2021 and 2020	3

	Condensed Consolidated Statements of Cash Flows (unaudited) - ~~Quarter~~Year-to-date ended ~~March 31,~~June 30, 2021 and 2020	4

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

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

	Condensed Consolidated Statements of Operations (unaudited) - Quarterand Year-to-date ended ~~March 31,~~June 30, 2021 and 2020	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter and Year-to-date ended ~~March 31,~~June 30, 2021 and 2020	8

	Condensed Consolidated Statements of Cash Flows (unaudited) - ~~Quarter~~Year-to-date ended ~~March 31,~~June 30, 2021 and 2020	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1921

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3945

Item 4.	Controls and Procedures	4046

	PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4147

Item 6.	Exhibits	4248

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

	Actual Ratio			Covenant Requirement for all years
Leverage ratio		(~~10.1~~49.8	x)	Maximum ratio of 7.25x
Fixed charge coverage ratio		(~~2.5~~1.0	x)	Minimum ratio of 1.25x
Unsecured interest coverage ratio ⁽¹⁾		(~~1.8~~0.1	x)	Minimum ratio of 1.75x
___________

	Actual Ratio			Covenant Requirement
Unencumbered assets tests		~~383~~387	%	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		(~~2.2~~0.5	x)	Minimum ratio of 1.5x

Exhibit No.		Description

10		~~Material Contracts~~


~~10.12~~		Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of February 9, 2021, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the combined Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on February 10, 2021).
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).

			HOST HOTELS & RESORTS, INC.

~~May~~August 5, 2021			/s/ Joseph C. Ottinger
			Joseph C. Ottinger Senior Vice President, Corporate Controller

			HOST HOTELS & RESORTS, L.P. By: HOST HOTELS & RESORTS, INC., its general partner

~~May~~August 5, 2021			/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.


1.	Organization


2.	Summary of Significant Accounting Policies


3.	Earnings (Loss) Per Common Share (Unit)


4.	Revenue