What changed in this filing

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Item 1. Business

2025-02-26 compared with 2024-02-28 · 88 added, 81 removed, 403 unchanged (30% of the section changed)

75 unchanged sentences

Architectural and engineering systems include the physical plant of the hotel, including the roof, elevators/escalators, façade, heating, ventilation, and air conditioning and fire systems.

We also execute capital expenditure projects to further increase the resilience of our hotels, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems.

Throughout the lodging cycle, to the extent that we are unable to find appropriate investment opportunities that meet our return requirements, we will focus on returning capital to stockholders through dividends or common stock repurchases.

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To maintain its qualification as a REIT, Host Inc.

is required to distribute 90% of its taxable income (other than net capital gain) to its stockholders each year and, as a result, generally relies on external sources of capital, as well as cash from operations, to finance growth.

is required to distribute 90% of its taxable income (other than net

capital gain) to its stockholders each year and, as a result, generally relies on external sources of capital, as well as cash from operations, to finance growth.

Management believes that a strong balance sheet is a key competitive advantage that affords us a lower cost of debt and positions us for external growth.

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Our Corporate Responsibility ("CR") program is centered around the concept of responsible investment—an overarching strategy that guides our focus and actions across our three main themes of Environmental Stewardship, Social Responsibility and Governance.

We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a sustainability leader in the lodging REIT sector.

Our management approach is driven by people, culture, policies, targets and performance monitoring to improve the value from our investments of time, talent and financial resources.

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The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for 2021 through 2023, the last three fiscal years for which data is available (1) .

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

The increase in Total Water Consumption from 2022 to 2023 reflects an increase in occupancy at our hotels, while Total Energy Consumption remained level due to efficiency investments.

The increases in both Total Water Consumption and Total Energy Consumption from 2021 to 2022 reflect the recovery of business at our hotels following the COVID-19 pandemic:

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

Our latest Corporate Responsibility Report, which was issued in September 2023, details our CR program and responsible investment strategy;

along with our environmental, social and governance performance and our new 2030 environmental and social targets that will serve as the initial roadmap for achieving our aspirational vision of becoming net positive by 2050.

Our latest Corporate Responsibility Report, which was issued in July 2024, details our CR program and responsible investment strategy;

along with our environmental, social and governance performance and our 2030 environmental and social targets that serve as the interim milestone in our roadmap to achieve our aspirational vision of becoming a net positive company by 2050.

The Corporate Responsibility Report also includes Task Force on Climate-Related Financial Disclosures (TCFD) and full SASB disclosures, as well as an EEO-1 report.

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Our industry is influenced by the cyclical relationship between the supply of and demand for hotel rooms.

Lodging demand growth typically is related to the vitality of the overall economy, in addition to local market factors that stimulate travel to specific destinations.

Trends in economic indicators such as gross domestic product

(“GDP”) growth, business investment, corporate profits and employment growth are key indicators of the relative strength of lodging demand.

Lodging demand growth typically is related to the vitality of the overall economy, in addition to local

market factors that stimulate travel to specific destinations.

Trends in economic indicators such as gross domestic product (“GDP”) growth, business investment, corporate profits and employment growth are key indicators of the relative strength of lodging demand.

Lodging demand also will be affected by changes to international travel patterns.

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However, the rate of supply growth also is influenced by several additional factors, including the availability of capital, interest rates, construction costs and unique market considerations.

The relatively long lead-time required to complete the development of hotels makes supply growth easier to forecast than demand growth but increases the volatility of the cyclical behavior of the lodging industry, as new supply may be planned during an upcycle but such supply may open for business in a weaker economy.

Therefore, as illustrated in the charts below for the U.S.

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Transient business broadly represents individual business and/or leisure travelers.

Historically, business travelers have made up the majority of transient demand at our hotels;

however, leisure drove the majority of our demand during the recovery from the COVID-19 pandemic from 2020 through 2022, with business transient seeing a recovery in the second half of 2022 and through 2023.

Our hotels attract both business and leisure travelers;

therefore, our hotels' performance as it relates to transient demand is driven by trends related to both of these customer types.

The four key subcategories of rates offered to the transient business group are:

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We have certain approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.

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

General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, Four Seasons, 1 Hotels and AccorHotels) typically include the terms described below:

• Term and fees for operational services .

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The manager typically receives compensation in the form of a base management fee, which is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel.

In the case of our hotels operating under the W®, Westin®, Sheraton®, Luxury Collection® and St.

In the case of our hotels operating under the W ® , Westin ® , Luxury Collection ® and St.

Regis ® brands and managed by Marriott following its acquisition of Starwood Hotels & Resorts Worldwide, Inc.

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Our consolidated hotels located outside the United States collectively have approximately 1,500 rooms.

Approximately 2% of our revenues in 2023, and approximately 1% of our revenues in both 2022 and 2021 were attributed to the operations of these five foreign hotels.

Approximately 2% of our revenues in 2024, 2% of our revenues in 2023 and 1% of our revenues in 2022 were attributed to the operations of these five foreign hotels.

The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs:

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Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt, Four Seasons and Hilton.

There are also specialized, smaller boutique hotels that are customized towards a particular customer profile.

Generally, these hotels will be operated by an independent third party and either will have no brand affiliation, or will be associated with a major brand, while maintaining most of its independent identity (which we refer to as “soft-branded” hotels).

Our portfolio also includes hotels referred to as “soft-branded” that are associated with a major brand chain, but maintain a unique identity that is customized towards a particular customer profile or authentic location.

Revenues earned at our hotels consist of three broad categories:

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Our consolidated portfolio includes 29 hotels that have more than 500 rooms.

The average age of our properties is 36 years, although substantially all of them have benefited from significant renovations or major additions, as well as regularly scheduled renewal and replacement expenditures and other capital improvements.

The average age of our properties is 37 years, although substantially all of them have benefited from significant renovations or major additions, as well as

regularly scheduled renewal and replacement expenditures and other capital improvements.

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

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Total AccorHotels 4 1,517 3.5 %

1 Hotel 3 882 4.7 %

Four Seasons 2 569 4.8 %

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California Hyatt Regency Maui Resort and Spa 810

Alila Ventana Big Sur 59 Illinois

Axiom Hotel 152 Embassy Suites by Hilton Chicago Downtown Magnificent Mile 455

Coronado Island Marriott Resort & Spa ⁽¹⁾ 300 Swissôtel Chicago 662

Grand Hyatt San Francisco 669 The Westin Chicago River North 445

Hyatt Regency San Francisco Airport 790 Louisiana

Manchester Grand Hyatt San Diego ⁽¹⁾ 1,628 New Orleans Marriott 1,333

Marina del Rey Marriott ⁽¹⁾ 370 Maryland

Marriott Marquis San Diego Marina ⁽¹⁾ 1,366 Gaithersburg Marriott Washingtonian Center 284

San Francisco Marriott Fisherman's Wharf 285 Massachusetts

San Francisco Marriott Marquis ⁽¹⁾ 1,500 Boston Marriott Copley Place ⁽¹⁾ 1,145

Santa Clara Marriott ⁽¹⁾ 766 The Westin Waltham Boston 351

The Ritz-Carlton, Marina del Rey ⁽¹⁾ 304 Minnesota

The Westin South Coast Plaza, Costa Mesa ⁽²⁾ 393 Minneapolis Marriott City Center 585

Colorado New Jersey

Denver Marriott Tech Center 605 Newark Liberty International Airport Marriott ⁽¹⁾ 591

Denver Marriott West ⁽¹⁾ 305 Sheraton Parsippany Hotel 370

The Westin Denver Downtown 430 New York

Florida New York Marriott Downtown 515

1 Hotel South Beach 433 New York Marriott Marquis 1,971

Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 Ohio

Four Seasons Resort Orlando at Walt Disney World® Resort 444 The Westin Cincinnati ⁽¹⁾ 456

Hilton Singer Island Oceanfront/Palm Beaches Resort 223 Pennsylvania

Hyatt Regency Coconut Point Resort and Spa 462 Philadelphia Airport Marriott ⁽¹⁾ 419

Miami Marriott Biscayne Bay 600 The Logan Philadelphia, Curio Collection by Hilton 391

Orlando World Center Marriott 2,004 Texas

Tampa Airport Marriott ⁽¹⁾ 298 Hotel Van Zandt 319

The Don CeSar 348 Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573

The Ritz-Carlton, Amelia Island 446 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398

The Ritz-Carlton, Naples 474 Hyatt Regency Austin 448

The Ritz-Carlton Naples, Tiburón 295 JW Marriott Houston by The Galleria 516

Georgia Marriott San Antonio Riverwalk 512

The Alida, Savannah, a Tribute Portfolio Hotel 173 San Antonio Marriott Rivercenter ⁽¹⁾ 1,000

Grand Hyatt Atlanta In Buckhead 439 The Laura Hotel, Houston Downtown, Autograph Collection 223

JW Marriott Atlanta Buckhead 371 The St.

Regis Houston 232

Virginia Wyoming

Hyatt Regency Reston 518 Four Seasons Resort and Residences Jackson Hole 125

The Ritz-Carlton, Tysons Corner ⁽¹⁾ 398 Brazil

Washington ibis Rio de Janeiro Parque Olimpico 256

The Westin Seattle 891 JW Marriott Hotel Rio de Janeiro 245

W Seattle 424 Novotel Rio de Janeiro Parque Olimpico 149

Alila Ventana Big Sur 59 The Ritz-Carlton O'ahu, Turtle Bay 450

Axiom Hotel 152 Illinois

Coronado Island Marriott Resort & Spa ⁽¹⁾ 300 Embassy Suites by Hilton Chicago Downtown Magnificent Mile 455

Grand Hyatt San Francisco 669 Swissôtel Chicago 662

Hyatt Regency San Francisco Airport 790 The Westin Chicago River North 445

Manchester Grand Hyatt San Diego ⁽¹⁾ 1,628 Louisiana

Marina del Rey Marriott ⁽¹⁾ 370 New Orleans Marriott 1,333

Marriott Marquis San Diego Marina ⁽¹⁾ 1,366 Maryland

San Francisco Marriott Fisherman's Wharf 285 Gaithersburg Marriott Washingtonian Center 284

San Francisco Marriott Marquis ⁽¹⁾ 1,500 Massachusetts

Santa Clara Marriott ⁽¹⁾ 766 Boston Marriott Copley Place ⁽¹⁾ 1,145

The Ritz-Carlton, Marina del Rey ⁽¹⁾ 304 The Westin Waltham Boston 351

The Westin South Coast Plaza, Costa Mesa ⁽²⁾ 393 Minnesota

Colorado Minneapolis Marriott City Center 585

Denver Marriott Tech Center 605 New Jersey

Denver Marriott West ⁽¹⁾ 305 Newark Liberty International Airport Marriott ⁽¹⁾ 591

The Westin Denver Downtown 432 Sheraton Parsippany Hotel 370

Florida New York

1 Hotel South Beach 433 1 Hotel Central Park 234

Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 New York Marriott Downtown 515

Four Seasons Resort Orlando at Walt Disney World® Resort 444 New York Marriott Marquis 1,971

Hyatt Regency Coconut Point Resort and Spa 462 Ohio

Miami Marriott Biscayne Bay 605 The Westin Cincinnati ⁽¹⁾ 456

Orlando World Center Marriott 2,004 Pennsylvania

Tampa Airport Marriott ⁽¹⁾ 298 Philadelphia Airport Marriott ⁽¹⁾ 419

The Don CeSar 348 The Logan Philadelphia, Curio Collection by Hilton 391

The Ritz-Carlton, Amelia Island 446 Tennessee

The Ritz-Carlton, Naples 474 1 Hotel Nashville 215

The Ritz-Carlton Naples, Tiburón 295 Embassy Suites by Hilton Nashville Downtown 506

The Singer Oceanfront Resort, Curio Collection by Hilton 223 Texas

Georgia Hotel Van Zandt 319

The Alida, Savannah, a Tribute Portfolio Hotel 173 Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573

Grand Hyatt Atlanta in Buckhead 439 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398

JW Marriott Atlanta Buckhead 371 Hyatt Regency Austin 448

Texas (cont.) Washington, D.C.

JW Marriott Houston by The Galleria 516 JW Marriott Washington, DC 777

San Antonio Marriott Rivercenter ⁽¹⁾ 1,000 The Westin Georgetown, Washington D.C.

San Antonio Marriott Riverwalk 512 Washington Marriott at Metro Center 459

The Laura Hotel, Houston Downtown, Autograph Collection 223 Wyoming

Regis Houston 232 Four Seasons Resort and Residences Jackson Hole 125

Virginia Brazil

Hyatt Regency Reston 518 ibis Rio de Janeiro Parque Olimpico 256

The Ritz-Carlton, Tysons Corner ⁽¹⁾ 398 JW Marriott Hotel Rio de Janeiro 245

Washington Novotel Rio de Janeiro Parque Olimpico 149

The Westin Seattle 891 Canada

W Seattle 424 Calgary Marriott Downtown Hotel 388

Washington, D.C.

Grand Hyatt Washington 897 Calgary Marriott Downtown Hotel 388

Hyatt Regency Washington on Capitol Hill 838 Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ 461

JW Marriott Washington, D.C.

777 Total 41,972

The Westin Georgetown, Washington D.C.

Washington Marriott at Metro Center 459

Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ 461

Grand Hyatt Washington 902 Total 43,389

Hyatt Regency Washington on Capitol Hill 838

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

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We own non-controlling interests in several entities that, as of February 21, 2025, owned, or owned an interest in, 40 properties and a vacation ownership development.

Due to the ownership structure and economic or participating rights

of our partners, we do not consolidate the operations of the properties owned by these entities and they are included in equity in earnings in our consolidated results of operations.

Due to the ownership structure and economic or participating rights of our partners, we do not consolidate the operations of the properties owned by these entities and they are included in equity in earnings in our consolidated results of operations.

Our investments in these entities include the following:

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("Noble Fund V"), which represents a 21.15% ownership interest in the fund.

As of December 31, 2023, we have funded $33 million to Noble Fund V, which currently owns 25 select service and extended stay hotels and two land sites to be developed.

Upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

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

As of December 31, 2024, we have funded $72 million to Noble Fund V.

Additionally, through a co-investment of the fund, we have committed an additional $30 million of which we have funded $13 million.

Noble Fund V and the co-investment currently own 30 select service and extended stay hotels and ten land sites to be developed.

Beginning in 2026, upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put

right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.

Maui Joint Venture.

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We own a 50% interest in a joint venture with White Lodging Services that owns the 255-room Hyatt Place Nashville Downtown in Tennessee.

The joint venture has a $60 million mortgage loan that is non-recourse to us.

In August 2024, the joint venture completed an amendment and restatement of its $60 million mortgage loan agreement, extending its maturity to August 2, 2029.

The loan is non-recourse to us.

Harbor Beach Joint Venture.

We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida.

In December 2023, the joint venture completed the refinancing of the mortgage loan on the hotel with an initial draw of $152.5 million, the proceeds of which were used to repay the outstanding balance of $150 million.

Additional advances of $32.5 million are available until December 31, 2025 to fund capital expenditures.

The mortgage debt is non-recourse to us.

The joint venture has a $158 million mortgage loan outstanding on the hotel that is non-recourse to us.

Additional advances up to $27 million are available until December 31, 2025 to fund capital expenditures.

Asia/Pacific Joint Venture.

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The classification of a hotel is based on lodging industry standards, which take into consideration many factors, such as guest facilities and amenities, level of service and quality of accommodations.

Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Four Seasons ® , Grand Hyatt ® , JW

Marriott ® , Ritz-Carlton ® , St.

Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Four Seasons ® , Grand Hyatt ® , JW Marriott ® , Ritz-Carlton ® , St.

Regis ® , The Don Cesar ® , The Luxury Collection ® and W ® , or as upper upscale properties under such brand names as Autograph Collection ® , Curio – A Collection by Hilton ® , Embassy Suites by Hilton ® , Hilton ® , Hyatt Regency ® , Marriott ® , Marriott Marquis ® , Sheraton ® , Swissôtel ® , Tribute Portfolio ® and Westin ® .

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

1 This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us.

None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees has or will have any responsibility or liability for any information contained in this annual report.

Our hotel sales traditionally have experienced moderate seasonality, which varies based on the individual hotel and the region.

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As of February 21, 2025, we had 165 employees, all of whom work in the United States, including our regional office in Miami.

The current average tenure of our employees is more than 13 years, and the voluntary and total turnover rates in 2023 were 5% and 7%, respectively.

The current average tenure of our employees is approximately 14 years, and the voluntary and total turnover rates in 2024 were 2% and 5%, respectively.

Our human capital objectives include encouraging individual contributions, reinforcing Host’s EPIC values and culture, maximizing employee engagement and retention and minimizing organizational disruption through succession action plans.

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We encourage regular and ongoing feedback tied to performance and career development.

In order to ensure that

1 This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us.

None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees, has or will have any responsibility or liability for any information contained in this annual report.

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

In order to ensure that we are meeting our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.

Our CEO is a part of the CEO Action for Diversity & Inclusion initiative to continue to advance diversity and inclusion within our workplace, along with our formal diversity and inclusion initiative.

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Although we do not manage employees at our consolidated hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force.

Employees of our third-party hotel managers at 17 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject to review and renewal on a regular basis.

Employees of our third-party hotel managers at 18 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject

to review and renewal on a regular basis.

For a discussion of these relationships, see Part I Item 1A.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business