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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-28 · 316 added, 221 removed, 1233 unchanged (30% of the section changed)

8 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024 , 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023 , 2022 and 2021

Consolidated Statements of Comprehen s ive Income for the Years En ded December 31, 2024 , 2023 and 2022

Consolidated Statements of Equity for the Years Ended December 31, 2024 , 2023 and 2022

3 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024 , 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023 , 2022 and 2021

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024 , 2023 and 2022

Consolidated Statements of Capital for the Years Ended December 31, 2024 , 2023 and 2022

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

12 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of hotel properties for impairment

5 unchanged sentences

In addition, subjective auditor judgment was required to evaluate the key assumptions used by the Company in the recoverability analysis for a certain hotel property.

The key assumptions included the undiscounted future cash flows and the expected hold period of this hotel property.

The key assumptions included the undiscounted future cash flows and

the expected hold period of this hotel property.

Additionally, the audit effort associated with the evaluation of the undiscounted future cash flows for this hotel property required specialized skills and knowledge.

8 unchanged sentences

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

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

Evaluation of the fair value of land acquired in real estate asset acquisitions

As discussed in Notes 1 and 12 to the consolidated financial statements, the Company acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Company determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

We identified the evaluation of the fair value of land acquired in these real estate asset acquisitions as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Company’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

• evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

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

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P.

and subsidiaries (the Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

and subsidiaries (the Partnership) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

14 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical Audit Matters

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Evaluation of hotel properties for impairment

17 unchanged sentences

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

Evaluation of the fair value of land acquired in real estate asset acquisitions

As discussed in Notes 1 and 12 to the consolidated financial statements, the Partnership acquired the 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and Turtle Bay Resort for approximately $530 million, $265 million and $680 million, respectively, during the year ended December 31, 2024.

The Partnership determined the acquisitions to be asset acquisitions and allocated the acquisition cost to the individual assets acquired based on their relative fair values as of the acquisition date.

We identified the evaluation of the fair value of land acquired in these real estate asset acquisitions as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the Partnership’s key assumptions used in the determination of the fair value of land acquired in the real estate asset acquisitions.

Specifically, the key assumptions used in such determinations included the identification and weighting of comparable market sales transactions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s asset acquisition process, including controls related to the determination of the fair value of land acquired.

This included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Partnership’s identified comparable market sales transactions by comparing third-party evidence of comparable market sales transactions independently obtained from industry sources, including information about the transaction prices and features of the comparable market sales transactions and

• evaluating the weighting of comparable market sales transactions by assessing the characteristics of such transactions.

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

56 unchanged sentences

Corporate and other expenses 123 132 107

Gain on insurance settlements ( 86 ) ( 17 ) ( 8 )

Net gain on insurance settlements ( 110 ) ( 86 ) ( 17 )

Total operating costs and expenses 4,809 4,484 4,132

OPERATING PROFIT (LOSS) 827 775 ( 250 )

OPERATING PROFIT 875 827 775

Interest income 54 75 30

2 unchanged sentences

Equity in earnings of affiliates 7 6 3

INCOME (LOSS) BEFORE INCOME TAXES 788 669 ( 102 )

Benefit (provision) for income taxes ( 36 ) ( 26 ) 91

NET INCOME (LOSS) 752 643 ( 11 )

INCOME BEFORE INCOME TAXES 721 788 669

Provision for income taxes ( 14 ) ( 36 ) ( 26 )

NET INCOME 707 752 643

Net income attributable to non-controlling interests ( 10 ) ( 12 ) ( 10 )

NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

$ 697 $ 740 $ 633

Basic earnings (loss) per common share $ 1.04 $ 0.89 $ ( 0.02 )

Diluted earnings (loss) per common share $ 1.04 $ 0.88 $ ( 0.02 )

Basic earnings per common share $ 0.99 $ 1.04 $ 0.89

Diluted earnings per common share $ 0.99 $ 1.04 $ 0.88

See Notes to Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2024, 2023 and 2022

1 unchanged sentence

2024 2023 2022

NET INCOME (LOSS) $ 752 $ 643 $ ( 11 )

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

NET INCOME $ 707 $ 752 $ 643

OTHER COMPREHENSIVE INCOME, NET OF TAX

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates ( 17 ) 6 ( 2 )

Change in fair value of derivative instruments 3 ( 1 ) 2

Amounts reclassified from other comprehensive income (loss) — 1 —

Amounts reclassified from other comprehensive income 1 — 1

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX ( 13 ) 5 1

COMPREHENSIVE INCOME (LOSS) 757 644 ( 13 )

COMPREHENSIVE INCOME 694 757 644

Comprehensive income attributable to non-controlling interests ( 10 ) ( 12 ) ( 10 )

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

$ 684 $ 745 $ 634

7 unchanged sentences

Common Stock Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings / (Deficit)

Non-redeemable non-controlling Interests of Other Consolidated Partnerships

Accumulated Other Comprehensive Loss Retained Deficit Non-redeemable non-controlling Interests of Other Consolidated Partnerships

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

714.1 Balance, December 31, 2021 $ 7 $ 7,702 $ ( 76 ) $ ( 1,192 ) $ 5 $ 6,446 $ 126

— Net income (loss) — — — ( 11 ) 1 ( 10 ) ( 1 )

— Net income — — — 633 1 634 9

— Other changes in ownership — 16 — — — 16 ( 17 )

— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — ( 2 ) — — ( 2 ) —

7.8 Common stock issuances — 138 — — — 138 —

— Change in fair value of derivative instruments — — 2 — — 2 —

— Amounts reclassified from Other Comprehensive Income — — 1 — — 1 —

0.7 Comprehensive stock and employee stock purchase plans — 21 — — — 21 —

— Common stock dividends — — — ( 380 ) — ( 380 ) —

— Common OP unit issuances — — — — — — 56

0.3 Redemptions of limited partner interests for common stock — 5 — — — 5 ( 5 )

— Distributions to non-controlling interests — — — — ( 1 ) ( 1 ) ( 5 )

( 1.7 ) Repurchase of common stock — ( 27 ) — — — ( 27 ) —

713.4 Balance, December 31, 2022 $ 7 $ 7,717 $ ( 75 ) $ ( 939 ) $ 5 $ 6,715 $ 164

3 unchanged sentences

— Change in fair value of derivative instruments — — ( 1 ) — — ( 1 ) —

— Amounts reclassified from Other Comprehensive Income — — 1 — — 1 —

1.1 Comprehensive stock and employee stock purchase plans — 22 — — — 22 —

— Common stock dividends — — — ( 640 ) — ( 640 ) —

— Common OP unit issuances — — — — — — 56

0.5 Redemptions of limited partner interests for common stock — 8 — — — 8 ( 8 )

6 unchanged sentences

— Change in fair value of derivative instruments — — 3 — — 3 —

— Amounts reclassified from Other Comprehensive Income — — 1 — — 1 —

1.5 Comprehensive stock and employee stock purchase plans — 8 — — — 8 —

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OPERATING ACTIVITIES

Net income (loss) $ 752 $ 643 $ ( 11 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 707 $ 752 $ 643

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 762 697 664

1 unchanged sentence

Loss on extinguishment of debt — 4 —

Stock compensation expense 30 26 18

Non-cash stock-based compensation expense 24 30 26

Deferred income taxes 8 26 20

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Proceeds from sales of assets, net — 34 236

Proceeds from loan receivable 413 — 9

Proceeds from (issuance of) loan receivable ( 7 ) 413 —

Return of investments in affiliates 1 5 —

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Issuances of debt 1,279 — —

Draws on credit facility 890 — —

Repayment of credit facility ( 890 ) — ( 683 )

2 unchanged sentences

Debt extinguishment costs — ( 3 ) —

Issuance of common stock 1 1 138

Common stock repurchases ( 107 ) ( 182 ) ( 27 )

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units, or OP units, held by non-controlling interests valued at $ 6 million, $ 8 million and $ 5 million, respectively.

During 2023, the intent for a land parcel adjacent to the Four Seasons Orland at Walt Disney World® Resort changed from "held for use" to "used for the development of inventory".

During 2023, the intent for a land parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort changed from "held for use" to "used for the development of inventory".

As a result, we have reclassified $ 30 million from property and equipment to other assets.

4 unchanged sentences

The proceeds received from the sales are net of the loans.

In 2022 and 2021, non-cash consideration for the acquisitions of Four Seasons Resort and Residences Jackson Hole and Four Seasons Resort Orlando at Walt Disney World® Resort included the assumption of hotel level liabilities of approximately $ 19 million and $ 24 million, respectively, consisting primarily of advance deposits received from guests for future stays that were retained by the seller.

In 2021, non-cash consideration for the acquisition of the Hotel Van Zandt included the assumption of a $ 102 million mortgage loan.

In 2024 and 2022, non-cash consideration for the acquisitions of The Ritz-Carlton O'ahu, Turtle Bay and Four Seasons Resort and Residences Jackson Hole included the assumption of hotel level liabilities of approximately $ 15 million and $ 19 million, respectively, consisting primarily of obligations to provide future services due to advance deposits.

See Notes to Consolidated Financial Statements.

52 unchanged sentences

Corporate and other expenses 123 132 107

Gain on insurance settlements ( 86 ) ( 17 ) ( 8 )

Net gain on insurance settlements ( 110 ) ( 86 ) ( 17 )

Total operating costs and expenses 4,809 4,484 4,132

OPERATING PROFIT (LOSS) 827 775 ( 250 )

OPERATING PROFIT 875 827 775

Interest income 54 75 30

2 unchanged sentences

Equity in earnings of affiliates 7 6 3

INCOME (LOSS) BEFORE INCOME TAXES 788 669 ( 102 )

Benefit (provision) for income taxes ( 36 ) ( 26 ) 91

NET INCOME (LOSS) 752 643 ( 11 )

INCOME BEFORE INCOME TAXES 721 788 669

Provision for income taxes ( 14 ) ( 36 ) ( 26 )

NET INCOME 707 752 643

Net income attributable to non-controlling interests ( 1 ) ( 1 ) ( 1 )

NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

$ 706 $ 751 $ 642

Basic earnings (loss) per common unit $ 1.07 $ 0.91 $ ( 0.02 )

Diluted earnings (loss) per common unit $ 1.06 $ 0.90 $ ( 0.02 )

Basic earnings per common unit $ 1.01 $ 1.07 $ 0.91

Diluted earnings per common unit $ 1.01 $ 1.06 $ 0.90

See Notes to Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2024, 2023 and 2022

1 unchanged sentence

2024 2023 2022

NET INCOME (LOSS) $ 752 $ 643 $ ( 11 )

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

NET INCOME $ 707 $ 752 $ 643

OTHER COMPREHENSIVE INCOME, NET OF TAX

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates ( 17 ) 6 ( 2 )

Change in fair value of derivative instruments 3 ( 1 ) 2

Amounts reclassified from other comprehensive income (loss) — 1 —

Amounts reclassified from other comprehensive income 1 — 1

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX ( 13 ) 5 1

COMPREHENSIVE INCOME (LOSS) 757 644 ( 13 )

COMPREHENSIVE INCOME 694 757 644

Comprehensive income attributable to non-controlling interests ( 1 ) ( 1 ) ( 1 )

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

$ 693 $ 756 $ 643

7 unchanged sentences

General Partner Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling Interests of Consolidated Partnerships

Accumulated Other Comprehensive Loss Non-controlling Interests of Consolidated Partnerships

Total Capital

1 unchanged sentence

699.0 Balance, December 31, 2021 $ 1 $ 6,516 $ ( 76 ) $ 5 $ 6,446 $ 126

— Net income (loss) — ( 11 ) — 1 ( 10 ) ( 1 )

— Net income — 633 — 1 634 9

— Other changes in ownership — 16 — — 16 ( 17 )

— Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates — — ( 2 ) — ( 2 ) —

— Change in fair value of derivative instruments — — 2 — 2 —

— Amounts reclassified from Other Comprehensive Income — — 1 — 1 —

— Common OP unit issuances — — — — — 56

1 unchanged sentence

for the comprehensive stock and employee stock purchase plans — 21 — — 21 —

— Distributions on common OP units — ( 380 ) — — ( 380 ) ( 5 )

0.3 Redemptions of limited partner interests for common stock — 5 — — 5 ( 5 )

— Distributions to non-controlling interests — — — ( 1 ) ( 1 ) —

( 1.6 ) Repurchase of common OP units — ( 27 ) — — ( 27 ) —

698.4 Balance, December 31, 2022 $ 1 $ 6,784 $ ( 75 ) $ 5 $ 6,715 $ 164

3 unchanged sentences

— Change in fair value of derivative instruments — — ( 1 ) — ( 1 ) —

— Amounts reclassified from Other Comprehensive Income — — 1 — 1 —

— Common OP unit issuances — — — — — 56

1.1 Units issued to Host Inc.

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— Change in fair value of derivative instruments — — 3 — 3 —

— Amounts reclassified from Other Comprehensive Income — — 1 — 1 —

1.5 Units issued to Host Inc.

13 unchanged sentences

OPERATING ACTIVITIES

Net income (loss) $ 752 $ 643 $ ( 11 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 707 $ 752 $ 643

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 762 697 664

1 unchanged sentence

Loss on extinguishment of debt — 4 —

Stock compensation expense 30 26 18

Non-cash stock-based compensation expense 24 30 26

Deferred income taxes 8 26 20

11 unchanged sentences

Proceeds from sales of assets, net — 34 236

Proceeds from loan receivable 413 — 9

Proceeds from (issuance of) loan receivable ( 7 ) 413 —

Return of investments in affiliates 1 5 —

9 unchanged sentences

Issuances of debt 1,279 — —

Draws on credit facility 890 — —

Repayment of credit facility ( 890 ) — ( 683 )

2 unchanged sentences

Debt extinguishment costs — ( 3 ) —

Issuance of common OP units 1 1 138

Repurchase of common OP units ( 107 ) ( 182 ) ( 27 )

23 unchanged sentences

common stock.

During 2023, the intent for a land parcel adjacent to the Four Seasons Orland at Walt Disney World® Resort changed from "held for use" to "used for the development of inventory".

During 2023, the intent for a land parcel adjacent to the Four Seasons Resort Orlando at Walt Disney World ® Resort changed from "held for use" to "used for the development of inventory".

As a result, we have reclassified $ 30 million from property and equipment to other assets.

4 unchanged sentences

The proceeds received from the sales are net of the loans.

In 2021, non-cash consideration for the acquisition of the Hotel Van Zandt included the assumption of a $ 102 million mortgage loan.

See Notes to Consolidated Financial Statements.

27 unchanged sentences

We review our subsidiaries and affiliates at least annually to determine (i) if they should be considered VIEs, and (ii) whether we should change our consolidation determination based on changes in the characteristics thereof.

Four partnerships are considered VIE’s, as the general partner of these partnerships maintains control over the decisions that most significantly impact the partnerships.

Five partnerships are considered VIE’s, as the general partner of these partnerships maintains control over the decisions that most significantly impact the partnerships.

The first VIE is the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc.

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Liabilities for the VIE total $ 26 million and primarily consist of a lease liability and accounts payable.

Two unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11 % - 21 %, also are VIEs.

Three unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11 % - 32 %, also are VIEs.

The combined carrying amount of our investments in these entities at December 31, 2024 is $ 77 million and is included in advances to and investments in affiliates.

The mortgage debt held by these VIEs is non-recourse to us.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

See Note 4 - Investments in Affiliates for further information.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles, or 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 these estimates.

24 unchanged sentences

We also consider the effect of regular renewal and replacement capital expenditures on the estimated useful life of our properties, including critical infrastructure, which regularly is maintained and then replaced at the end of its useful life.

In 2023, we identified one property that required further consideration of property and market specific conditions or factors to determine if the property was impaired using an undiscounted cash flow analysis.

In 2024 and 2023, we identified one property that required further consideration of property and market specific conditions or factors to determine if the property was impaired using an undiscounted cash flow analysis.

Based on this testing, no impairment was necessary, and no further analysis was required.

In 2022 and 2021, due to the impact of the COVID-19 pandemic on operations, we performed recoverability tests on certain of our properties.

No properties were impaired as a result of a decline in operations due to the pandemic.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2021, as a result of the reduction in expected hold periods during the year, the book value for certain property and equipment exceeded its undiscounted future cash flows.

Therefore, we recorded impairment expense of $ 92 million for the year ended December 31, 2021.

In 2022, due to the impact of the COVID-19 pandemic on operations, we performed recoverability tests on certain of our properties, which did not result in the impairment of any of our properties.

Classification of Assets as Held for Sale.

17 unchanged sentences

While management believes its estimates are reasonable, a change in the estimated useful lives could affect depreciation expense and net income or the gain or loss on the sale of any of our hotels.

Intangible Assets and Acquired Liabilities

In conjunction with our acquisitions, we may identify intangible assets and other liabilities.

These identifiable intangible assets and other liabilities typically include above- and below-market contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value in a business combination and at its relative fair value in an asset acquisition.

These contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair value of terms and conditions for similar contracts measured over the period equal to the remaining non-cancelable term of the contract.

Intangible assets and other liabilities are amortized using the straight-line method over the remaining non-cancelable term of the related agreements.

Non-Controlling Interests

1 unchanged sentence

adjusts the non-controlling interests of Host L.P.

each period so that the amount presented equals the greater of its carrying amount based on its historical cost

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

or its redemption value.

each period so that the amount presented equals the greater of its carrying amount based on its historical cost or its redemption value.

The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the unitholders of Host L.P.

7 unchanged sentences

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8 unchanged sentences

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

Net income (loss) is allocated to the non-controlling interests of Host L.P.

Net income is allocated to the non-controlling interests of Host L.P.

based on their weighted average ownership percentage during the period.

Net income (loss) attributable to Host Inc.

Net income attributable to Host Inc.

has been reduced by the amount attributable to non-controlling interests in Host L.P., which totaled $ 9 million, $ 11 million and $ 9 million for 2024, 2023 and 2022, respectively.

5 unchanged sentences

For example, distributions of cash that were generated by property operations are classified as cash flows from operating activities.

However, distributions of cash that were generated by property sales and certain other transactions are classified as cash flows from investing activities.

However, distributions of cash that were generated by property sales and certain other transactions, such as debt issuances or repayments, are classified as cash flows from investing activities.

elected to be treated as a REIT effective January 1, 1999 pursuant to the U.S.

15 unchanged sentences

and its subsidiaries.

Deferred tax assets and liabilities are recognized for the

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, general business credit, and capital loss carryovers.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, general business credit, and capital loss carryovers.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which such amounts are expected to be realized or settled.

2 unchanged sentences

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return.

We must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

We must determine whether it is “more-likely-than-not” that a tax

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50 % likely of being realized upon settlement to determine the amount of benefit to recognize in the financial statements.

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The resulting exchange differences are recorded in other gains (losses) on the accompanying consolidated statements of operations, except when recorded in other comprehensive income (loss) as qualifying net investment hedges.

Accumulated Other Comprehensive Income (Loss)

The components of total accumulated other comprehensive income (loss) in the balance sheets are as follows (in millions):

Accumulated Other Comprehensive Loss

The components of total accumulated other comprehensive loss in the balance sheets are as follows (in millions):

As of December 31,

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Payments are due from customers when services are provided to them.

Due to the short-term nature of our contracts and the

Due to the short-term nature of our contracts and the almost concurrent receipt of payment, we have no material unearned revenues at year end.

We collect sales, use, occupancy

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

almost concurrent receipt of payment, we have no material unearned revenues at year end.

We collect sales, use, occupancy and similar taxes at our hotels, which we present on a net basis (excluded from revenues) on our statements of operations.

and similar taxes at our hotels, which we present on a net basis (excluded from revenues) on our statements of operations.

Revenues are recognized as follows:

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Earnings (Loss) Per Common Share (Unit)

Basic earnings (loss) per common share (unit) is computed by dividing net income (loss) attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc.

Basic earnings per common share (unit) is computed by dividing net income 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 per common share (unit) is computed by dividing net income attributable to common

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc.

common stock or Host L.P.

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common units, which are convertible into 9.4 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.

common shares, that are not included in Host Inc.'s calculation of earnings 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):

basic and diluted earnings per common share is shown below (in millions, except per share amounts):

Year ended December 31,

2024 2023 2022

Net income (loss) $ 752 $ 643 $ ( 11 )

Net income $ 707 $ 752 $ 643

Net income attributable to non-controlling interests ( 10 ) ( 12 ) ( 10 )

Net income (loss) attributable to Host Hotels & Resorts, inc.

Net income attributable to Host Hotels & Resorts, Inc.

$ 697 $ 740 $ 633

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Diluted weighted average shares outstanding 704.0 712.8 717.5

Basic earnings (loss) per common share $ 1.04 $ 0.89 $ ( 0.02 )

Diluted earnings (loss) per common share $ 1.04 $ 0.88 $ ( 0.02 )

Basic earnings per common share $ 0.99 $ 1.04 $ 0.89

Diluted earnings per common share $ 0.99 $ 1.04 $ 0.88

The calculation of Host L.P.

basic and diluted earnings (loss) per common unit is shown below (in millions, except per unit amounts):

basic and diluted earnings per common unit is shown below (in millions, except per unit amounts):

Year ended December 31,

2024 2023 2022

Net income (loss) $ 752 $ 643 $ ( 11 )

Net income $ 707 $ 752 $ 643

Net income attributable to non-controlling interests ( 1 ) ( 1 ) ( 1 )

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

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

$ 706 $ 751 $ 642

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Diluted weighted average units outstanding 698.6 707.5 712.4

Basic earnings (loss) per common unit $ 1.07 $ 0.91 $ ( 0.02 )

Diluted earnings (loss) per common unit $ 1.06 $ 0.90 $ ( 0.02 )

Basic earnings per common unit $ 1.01 $ 1.07 $ 0.91

Diluted earnings per common unit $ 1.01 $ 1.06 $ 0.90

Share-Based Payments

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We recognize costs resulting from Host Inc.’s share-based payment transactions over their vesting periods.

We classify share-based payment awards granted in exchange for employee services either as equity-classified awards or

We classify share-based payment awards granted in exchange for employee services either as equity-classified awards or liability-classified awards.

Equity-classified awards are measured based on the fair value on the date of grant.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

liability-classified awards.

Equity-classified awards are measured based on the fair value on the date of grant.

Liability-classified awards are remeasured to fair value each reporting period.

classified awards are remeasured to fair value each reporting period.

The plan includes awards that vest over a one-year , two-year and three-year period.

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We evaluate several factors, including market data for similar assets, expected cash flows discounted at risk adjusted rates and replacement cost for the assets to determine an appropriate exit cost when evaluating the fair value of our assets and liabilities acquired.

Property and equipment are recorded at fair value and such fair value is allocated to land, buildings, improvements, furniture, fixtures and equipment using appraisals and valuations performed by management and independent third parties, and any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired would be recorded to goodwill.

Acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets.

Other items that we evaluate include identifiable intangible assets, lease assets and liabilities and, in a business combination, goodwill.

Identifiable intangible assets typically consist of assumed contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value.

Finance lease obligations that are assumed as part of the acquisition of a leasehold interest are measured at fair value and are included as debt on the accompanying balance sheet and we record the corresponding right-of-use assets.

Identifiable intangible assets typically consist of above- and below-market contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value in a business combination and at its relative fair value in an asset acquisition.

Intangible assets and other liabilities are amortized using the straight-line method over the remaining non-cancelable term of the related agreements.

Classification of a lease does not change if it is part of an asset acquisition or a business combination.

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In certain situations, and usually only in connection with the acquisition of a foreign hotel, a deferred tax liability is recognized due to the difference between the fair value and the tax basis of the acquired assets at the acquisition date.

In a business combination, any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired would be recorded to goodwill.

In very limited circumstances, we may record a bargain purchase gain if the consideration paid is less than the net fair value of the assets and liabilities acquired.

We consider an arrangement to contain a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for compensation.

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We individually assess our notes receivable for credit losses quarterly and estimate any credit losses based on an analysis of several factors, primarily the value of the hotel collateral, as well as current economic conditions and historical trends.

Reclassifications

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

New Accounting Standards

In November 2023, the FASB issued ASU No.

On January 1, 2024, we adopted ASU No.

2023-07, Segment Reporting (Topic 280):

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The standard also requires that public entities with a single reportable segment disclose all of the required segment disclosures under the previous ASC 280 guidance in addition to the new disclosures required under ASU No.

As noted in Note 16, we report on one segment, and therefore, upon adoption of the new standard, we will begin providing the required disclosures, however we are still evaluating the level of disclosure that will be required.

This standard is to be applied on a retrospective basis for all prior periods presented in the financial statements.

The standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We report on one reportable segment as noted in Note 16 – Geographic and Business Segment Information and additional disclosures were included to comply with the new requirements.

In December 2023, the FASB issued ASU No.

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This standard is to be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40):

Expense Disaggregation Disclosures .

The standard requires additional disclosures with more granular information about expenses reported in the income statement.

The standard also requires a reporting entity to disaggregate and disclose the nature of certain expense categories, including employee compensation, inventory-related costs, and depreciation, within the financial statement footnotes.

We are still evaluating the level of disclosure that will be required.

This standard is to be applied either on a prospective or retrospective basis and is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

Substantially all our operating results represent revenues and expenses generated by property-level operations.

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Orlando 473 466 455

Maui/Oahu 449 473 372

Florida Gulf Coast 441 339 344

New York 431 374 336

San Francisco/San Jose 371 322 129

Maui 371 415 440

Phoenix 366 366 378

Florida Gulf Coast 339 344 298

San Francisco/San Jose 353 371 322

Washington, D.C.

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Boston 157 151 108

Los Angeles/Orange County 141 131 116

Houston 148 139 116

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Jacksonville 137 128 122

Los Angeles/Orange County 137 141 131

San Antonio 121 117 114

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New Orleans 107 99 96

Northern Virginia 90 76 55

Denver 101 89 80

Austin 87 91 24

Northern Virginia 99 90 76

Oahu 94 34 33

Nashville 88 — —

Philadelphia 86 85 80

Austin 84 87 91

Atlanta 61 67 61

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$ 10,906 $ 9,624

The aggregate cost of real estate for federal income tax purposes is approximately $ 10.3 billion at December 31, 2023.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The aggregate cost of real estate for federal income tax purposes is approximately $ 11.5 billion at December 31, 2024.

Investments in Affiliates

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As part of our investment in the Noble JV, we have made a $ 211.5 million capital commitment to Noble Hospitality Fund V, L.P., which represents a 21.15 % ownership interest in the fund.

As of December 31, 2023, we have funded $ 33 million to this fund.

As of December 31, 2024, we have invested $ 72 million in this fund.

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

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

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Series J senior notes, with a rate of 2.9 % due December 2031

Series K senior notes, with a rate of 5.7 % due July 2034

Series L senior notes, with a rate of 5.5 % due April 2035

Total senior notes 3,993 3,120

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Credit facility term loan due January 2028

Mortgage and other debt, with an average interest rate of 4.67% and 4.9% at December 31, 2023 and 2022, respectively, maturing through November 2027 100 106

Mortgage and other debt, with an average interest rate of 4.67 % at both December 31, 2024 and 2023, maturing through November 2027

Total debt $ 5,083 $ 4,209

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Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all our unsubordinated indebtedness and senior to all our subordinated obligations.

The face amount of our senior notes at both December 31, 2023 and 2022 was $ 3.2 billion.

The face amounts of our senior notes at December 31, 2024 and 2023 were $ 4.1 billion and $ 3.2 billion, respectively.

The senior notes balances as of December 31, 2024 and 2023 are net of unamortized discounts and deferred financing costs of approximately $ 57 million and $ 30 million, respectively.

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As of December 31, 2024, we are in compliance with all of these covenants.

On April 1, 2024, we repaid our $ 400 million 3⅞% Series G senior notes at maturity.

On May 10, 2024, we issued $ 600 million of 5.700 % Series K senior notes in an underwritten public offering for proceeds of $ 584 million, net of original issue discount, underwriting fees and expenses.

The Series K senior notes are due in July 2034, and interest is payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2025.

The Series K senior notes were issued as a “green bond,” and we allocated an amount equal to the net proceeds from the sale of the Series K senior notes to finance and/or refinance one or more eligible green projects, including the April 2024 acquisition of the 1 Hotel Nashville and Embassy Suites by Nashville Downtown, each of which has received LEED Silver certification.

Following the allocation to eligible green projects, the net proceeds of this issuance were used to repay all $ 215 million of borrowings that were outstanding under the revolver portion of our credit facility at that time.

The Series K senior notes are not redeemable prior to 90 days before the July 1, 2034 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date.

The Series K senior notes have covenants similar to all other series of our outstanding senior notes.

On August 12, 2024, we issued $ 700 million of 5.500 % Series L senior notes in an underwritten public offering for proceeds of approximately $ 683 million, net of original issue discount, underwriting fees and expenses.

The Series L senior notes are due in April 2035 and interest is payable semi-annually in arrears on April 15 and October 15 of each year,

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

commencing April 15, 2025.

The net proceeds were used in part to repay all $ 525 million of borrowings then outstanding under the revolver portion of our credit facility, including amounts borrowed during the third quarter of 2024 in connection with the acquisitions of The Ritz-Carlton O’ahu, Turtle Bay and 1 Hotel Central Park.

The Series L senior notes are not redeemable prior to 90 days before the April 15, 2035 maturity date, except at a price equal to 100 % of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date.

The Series L senior notes have covenants similar to all other series of our outstanding senior notes.

Authorization for Repurchase of Senior Notes.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties.

The revolving credit facility has an initial scheduled maturity date of January 4, 2027, which date may be extended by up to a year by the exercise of either a 1-year extension option or two 6-month extension options, each of which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties.

One $ 500 million term loan tranche has an initial maturity date of January 4, 2027, which date may be extended up to a year by the exercise of one 1 -year extension option, which is subject to certain conditions, including the payment of an extension fee;

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The adjustments will be determined annually on the basis of an annual audited report of Host L.P.’s performance against targets established in the credit facility for (1) the percentage of our consolidated portfolio with green building certifications and (2) the percentage of electricity used at all our consolidated properties that is generated by renewable resources.

Effective June 30, 2023, we achieved a milestone in the progress towards our renewable energy goal, resulting in the applicable basis point reduction in the interest rate on borrowings under the credit facility.

Effective June 26, 2024, we achieved a milestone in the progress towards both of our targets, resulting in the maximum benefit of the basis point reduction in the interest rate on borrowings under the credit facility.

Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2024, we are able to borrow on the revolver at a rate of adjusted SOFR plus 85 basis points less 4 basis points for meeting sustainability milestones for an all-in rate of 5.25 % and pay a facility fee of 19 basis points.

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We also may elect to pay interest on revolver and term loan borrowings using a base rate plus a margin that is similarly determined based on Host L.P.’s unsecured long-term debt rating.

Net repayments under the credit facility were $ 683 million in 2022.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We utilized the revolver under the credit facility for various funding needs in 2024 with all borrowings repaid by year end.

As of December 31, 2024, we have $ 1.5 billion of available capacity under the revolver portion of our credit facility.

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or its subsidiaries.

The amount of other debt in default needs to

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

exceed certain thresholds in order to trigger a cross default and the thresholds are greater for secured debt than for unsecured debt.

The amount of other debt in default needs to exceed certain thresholds in order to trigger a cross default and the thresholds are greater for secured debt than for unsecured debt.

The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts due under the credit facility may be accelerated, and the lenders’ commitments may be terminated.

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We made mortgage debt repayments of $ 2 million in each of 2024 and 2023.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Aggregate Debt Maturities

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Interest paid ⁽¹⁾ $ 172 $ 183 $ 142

(1) Does not include capitalized interest of $ 10 million, $ 10 million and $ 4 million for 2023, 2022 and 2021, respectively.

(2) Interest expense and interest paid includes cash prepayment premiums of approximately $ 22 million in 2021.

(1) Does not include capitalized interest of $ 10 million in each of 2024, 2023 and 2022.

Equity of Host Inc.

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has authorized 1,050 million shares of common stock, with a par value of $ 0.01 per share, of which 699.1 million and 703.6 million were outstanding as of December 31, 2024 and 2023, respectively.

Fifty million shares of

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

no par value preferred stock are authorized;

Fifty million shares of no par value preferred stock are authorized;

none of such preferred shares was outstanding as of December 31, 2024 and 2023.

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In 2024, we repurchased 6.3 million shares at an average price of $ 16.99 per share, exclusive of commissions, for a total of $ 107 million.

In 2022, we repurchased 1.7 million shares at an average price of $ 15.93 per share, exclusive of commissions, for a total of $ 27 million.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

repurchased 11.4 million shares at an average price of $ 15.93 per share, exclusive of commissions, for a total of $ 181 million.

As of December 31, 2024, we have $ 685 million available for repurchase under the program.

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The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement.

There have been no shares issued in 2023.

There have been no shares issued in 2024 and 2023.

As of December 31, 2024, there was $ 600 million of remaining capacity under the agreement.

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The amount of any future dividends will be determined by Host Inc.’s Board of Directors.

As part of our response to COVID-19 and in order to preserve cash and future financial flexibility, we temporarily suspended our regular quarterly common cash dividends, commencing with the second quarter 2020 dividend through year end 2021.

We reinstated a quarterly common cash dividend beginning in the first quarter of 2022.

The dividends that were taxable to our stockholders in 2023 are considered 91.8 % ordinary and 8.2 % unrecaptured Section 1250 gain.

The dividends that were taxable to our stockholders in 2024 are considered 100.0 % ordinary.

The dividends that were taxable to our stockholders in 2023 are considered 91.8 % ordinary and 8.2 % unrecaptured Section 1250 gain.

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The dividend will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our taxable year beginning January 1, 1999.

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federal and state corporate income and excise taxes on our undistributed taxable income.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Set forth below is a table that documents our domestic and foreign income tax attributes at December 31, 2024:

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Capital loss Canada 5 None

We have recorded a 100 % valuation allowance of approximately $ 8 million against the deferred tax asset related to our domestic capital loss carryover, which expires following the 2023 tax year, and a valuation allowance of approximately $ 5 million against the deferred tax asset related to certain of our foreign net operating loss and capital loss carryovers as of December 31, 2023.

General business credit U.S.

Federal 4 2044

We have recorded a 100 % valuation allowance of approximately $ 5 million against the deferred tax asset related to certain of our foreign capital loss carryovers as of December 31, 2024.

We also have recorded a valuation allowance of approximately $ 5 million against the deferred tax asset related to our accumulated other comprehensive income (“AOCI”) foreign exchange net losses.

There has been no increase or decrease of our valuation allowance for the year ended December 31, 2023 from the year ended December 31, 2022.

There was a decrease of our valuation allowance for the year ended December 31, 2024 from the year ended December 31, 2023, of approximately $ 8 million, due to the expiration of capital losses.

The primary components of our net deferred tax assets are as follows (in millions):

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Net operating losses, general business credits, and capital loss carryovers $ 182 $ 205

Investments in domestic affiliates 1 —

Property and equipment 2 3

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We believe that it is more likely than not that the results of future operations will generate sufficient taxable income in order to realize our total deferred tax assets, net of a valuation allowance of $ 10 million, of $ 217 million.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and foreign income (loss) from continuing operations before income taxes were as follows (in millions):

and foreign income from continuing operations before income taxes were as follows (in millions):

Year ended December 31,

2024 2023 2022

income (loss) $ 768 $ 659 $ ( 89 )

Foreign income (loss) 20 10 ( 13 )

income $ 697 $ 768 $ 659

Foreign income 24 20 10

Total $ 721 $ 788 $ 669

Income tax provision (benefit) for continuing operations consists of (in millions):

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax provision for continuing operations consists of (in millions):

Year ended December 31,

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—Foreign 1 1 2

Income tax provision (benefit) – continuing operations $ 36 $ 26 $ ( 91 )

The differences between the income tax provision (benefit) calculated at the statutory U.S.

federal corporate income tax rate of 21 % and the actual income tax provision (benefit) recorded for continuing operations are as follows (in millions):

Income tax provision - continuing operations $ 14 $ 36 $ 26

The differences between the income tax provision calculated at the statutory U.S.

federal corporate income tax rate of 21 % and the actual income tax provision recorded for continuing operations are as follows (in millions):

Year ended December 31,

2024 2023 2022

Statutory federal income tax provision (benefit) $ 165 $ 140 $ ( 21 )

Statutory federal income tax provision $ 151 $ 165 $ 140

Adjustment for nontaxable income of Host Inc.

( 147 ) ( 147 ) ( 124 )

State income tax provision (benefit), net 13 7 ( 23 )

Change to uncertain tax provision — — ( 4 )

Foreign income tax provision (benefit) 5 3 ( 3 )

State income tax provision, net 5 13 7

Foreign income tax provision 5 5 3

Total $ 14 $ 36 $ 26

Cash taxes activity included a net payment of $ 12 million in 2023, and a net refund of $ 19 million and $ 34 million in 2022 and 2021, respectively.

Cash taxes activity included a net payment of $ 11 million and $ 12 million in 2024 and 2023, respectively, and a net refund of $ 19 million in 2022.

Our unrecognized tax benefits remained unchanged at $ 1 million for each of the years ended December 31, 2024 and 2023.

All of such uncertain tax position amounts, if recognized, would impact our reconciliation between the income tax provision (benefit) calculated at the statutory U.S.

federal corporate income tax rate of 21 % and the actual income tax provision (benefit) recorded each year.

All of such uncertain tax position amounts, if recognized, would impact our reconciliation between the income tax provision calculated at the statutory U.S.

federal corporate income tax rate of 21 % and the actual income tax provision recorded each year.

As of December 31, 2024, the tax years that remain subject to examination by major tax jurisdictions generally include 2021-2024.

There were no material interest or penalties recorded for the years ended December 31, 2024, 2023 and 2022.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Taxable REIT Subsidiaries Leases

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For lease agreements with scheduled rent increases, we recognize the fixed portion of the lease expense ratably over the term of the lease.

As the exercise of the renewal options were determined to be reasonably certain, the payments associated with the renewals have been included in the measurement of the lease liability and ROU asset.

As the exercise of the renewal options were determined to be reasonably certain, the payments associated with the renewals have

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

been included in the measurement of the lease liability and ROU asset.

Contingent rental payments based on a percentage of sales in excess of stipulated amounts are not included in the measurement of the lease liability and ROU asset but will be recognized as variable lease expense if and when they are incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a reconciliation of the total amount of lease payments, on an undiscounted basis, to the lease liability on the balance sheet as of December 31, 2023 (in millions):

The following table presents a reconciliation of the total amount of minimum lease payments, on an undiscounted basis, to the lease liability on the balance sheet as of December 31, 2024 (in millions):

As of December 31, 2024

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may award to participating employees restricted stock units (“RSUs”), and the Employee Stock Purchase Plan.

At December 31, 2023, there were approximately three million shares of Host Inc.’s common stock reserved and available for issuance under the 2020 Comprehensive Plan.

At December 31, 2024, there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the 2024 Comprehensive Plan.

We recognize costs resulting from share-based payments in our financial statements over their vesting periods.

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(2) the achievement of relative total shareholder return (“TSR”);

and (3) our Adjusted EBITDAre performance.

and (3) our Adjusted EBITDA re performance.

Approximately 25 % of the RSUs are Time-Based Awards and vest on an annual basis over three years ;

approximately 37.5 % of the RSUs are based on the satisfaction of the TSR compared to the NAREIT Equity Lodging & Resort index that serves as a relevant industry/asset specific measurement to our competitors and vest following a three-year performance period;

and the remaining 37.5 % are based on Adjusted EBITDAre performance and vest following a three-year performance period.

and the remaining 37.5 % are based on Adjusted EBITDA re performance and vest following a three-year performance period.

The RSUs granted are considered equity-classified awards.

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We value the time-based awards using the closing stock price on the grant date multiplied by the percentage of shares expected to be released, which is 100 % of the time based awards.

We also value the Adjusted EBITDAre awards using the closing stock price on the grant date multiplied by the percentage of shares expected to be released;

however, as a result of the Adjusted EBITDAre performance conditions, we reevaluate the percentage based on the probability of meeting the performance conditions each period.

We also value the Adjusted EBITDA re awards using the closing stock price on the grant date multiplied by the percentage of shares expected to be released;

however, as a result of the Adjusted EBITDA re performance conditions, we reevaluate the percentage based on the probability of meeting the performance conditions each period.

We value the TSR awards using the economic theory that is the basis for all valuation models, including Binominal, Black-Scholes, exotic options formulas, and Monte Carlo valuations.

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NAREIT Lodging & Resorts Index

2023 Award Grants 2022 Award Grants

2024 Grant Awards 2023 Grant Awards

Grant date stock price $ 19.23 $ 18.55

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Payments for these items were not material for the three years ended December 31, 2024.

We disposed of one hotel in 2023, four hotels in 2022, and six hotels in 2021, and recorded aggregate gains on sale of approximately $ 69 million, $ 18 million, and $ 305 million, respectively.

We disposed of one hotel in 2023 and four hotels in 2022, and recorded aggregate gains on sale of approximately $ 69 million and $ 18 million, respectively.

The gain on sale of assets is included in other gains on the statement of operations.

In conjunction with the sale The Camby, Autograph Collection in 2023, we provided a $ 72 million loan to the buyer.

The loan has an initial interest rate equal to Term SOFR plus 425 basis points and an initial scheduled maturity date of June 10, 2025, which date may be extended to March 10, 2026.

Up to an additional $ 12 million in funding is available to the buyer under the loan for property improvement plan financing not to exceed a 65 % loan to cost ratio.

As of December 31, 2023, none of the additional funding has been borrowed.

The outstanding loan is included in Notes Receivable on our balance sheets.

We did not have any dispositions during 2024.

In conjunction with the sale of The Camby, Autograph Collection in 2023, we provided a $ 72 million loan to the buyer.

The loan had an initial interest rate equal to Term SOFR plus 425 basis points and an initial scheduled maturity date of June 10, 2025.

An additional $ 7 million in funding was borrowed for property improvement plan financing.

As of December 31, 2024, the outstanding loan was included in Notes Receivable on our balance sheets.

Subsequent to year-end, the loan to the buyer was repaid in full.

In connection with the sales of the Sheraton Boston Hotel and Sheraton New York Times Square Hotel in 2022, we provided loans to the buyers for $ 163 million and $ 250 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 1, 2022, we acquired the 125 -room Four Seasons Resort and Residences Jackson Hole for a total purchase price of $ 315 million.

During 2024, we acquired the following assets:

• the 448 -room Hyatt Regency Austin for $ 161 million;

• the 444 -room Four Seasons Resort Orlando at Walt Disney World® Resort for $ 610 million;

• the Royal Ka'anapali and Ka'anapali Kai golf courses, adjacent to the Hyatt Regency Maui hotel, for $ 28 million;

• the 200 -room Baker's Cay Resort Key Largo, Curio Collection by Hilton, for $ 200 million;

• a 223 -room luxury downtown Houston hotel, subsequently rebranded as The Laura Hotel, as part of the Autograph Collection by Marriott, for $ 65 million;

• the 59 -room Alila Ventana Big Sur for $ 150 million;

• the 173 -room Alida, Savannah, a Tribute Portfolio Hotel, for $ 103 million;

• the 319 -room Hotel Van Zandt for $ 246 million, including $ 4 million for the FF&E replacement funds;

in connection with the acquisition of the Hotel Van Zandt, we assumed a $ 102 million mortgage loan with a fair value of $ 105 million.

• the 215 -room 1 Hotel Nashville and 506 -room Embassy Suites by Hilton Nashville Downtown for $ 530 million;

• the 234 -room 1 Hotel Central Park for $ 265 million;

• the 450 -room Turtle Bay Resort, including a 49 -acre land parcel entitled for development, for a total purchase price of $ 680 million, net of key money received from Marriott International as part of an agreement to transition management to Marriott and convert the property to The Ritz-Carlton brand.

The property has been renamed The Ritz-Carlton O'ahu, Turtle Bay.

On November 1, 2022, we acquired the 125 -room Four Seasons Resort and Residences Jackson Hole for a total purchase price of $ 315 million.

Fair Value Measurements

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Mortgage debt (Level 2) 98 91 100 86

As of December 31, 2024, notes receivable consists of one loan issued to the buyer in connection with the sale of The Camby, Autograph Collection.

Subsequent to year end, the loan to the buyer was repaid in full.

Relationship with Marriott International

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In 2024, 2023 and 2022, we paid Marriott $ 180 million, $ 168 million and $ 136 million, respectively, of hotel management fees and approximately $ 8.3 million, $ 8.1 million, and $ 7.7 million, respectively, of franchise fees.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Hotel Management Agreements and Operating and License Agreements

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The managers also provide all employees for the hotels, prepare reports, budgets and projections, control the working capital, and provide other administrative and accounting support services to the hotels.

Costs and expenses incurred by the managers are reimbursed by us.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expenses incurred by the managers are reimbursed by us.

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

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The manager typically receives 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 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, the base management fee is 1 % of annual gross revenues, but that amount is supplemented by license fees payable to Marriott under a separate license agreement pertaining to the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provision of certain system programs and centralized services.

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Geographic and Business Segment Information

Our chief operating decision maker ("CODM") is our chief executive officer.

We consider each one 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.

All of our hotels meet the aggregation criteria for segment reporting and our other real estate investment activities (primarily our equity method investments, retail spaces and office buildings) are immaterial.

As such, we report one segment:

hotel ownership.

Our foreign operations consist of hotels in two countries as of December 31, 2023.

Our consolidated foreign operations consist of hotels in two countries as of December 31, 2024.

There were no

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

no intersegment sales during the periods presented.

intersegment sales during the periods presented.

The following table presents revenues and long-lived assets for each of the geographical areas in which we operate (in millions):

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Total $ 5,684 $ 10,906 $ 5,311 $ 9,624 $ 4,907 $ 9,748

The CODM's primary measure of performance for our reportable segment is Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA").

The CODM uses EBITDA to analyze how profitable a hotel is, including reviewing how each department at the hotel performed, in comparison to budget and in comparison to prior year performance, when making capital allocation decisions.

We do not allocate corporate level income and expenses to segments.

Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents revenues, significant expenses, and EBITDA for our reportable segment (in millions):

2024 2023 2022

Hotel Ownership Total Hotel Ownership Total Hotel Ownership Total

Rooms $ 3,426 $ 3,426 $ 3,244 $ 3,244 $ 3,014 $ 3,014

Food and beverage 1,716 1,716 1,582 1,582 1,418 1,418

Other 542 542 485 485 475 475

Total revenues 5,684 5,684 5,311 5,311 4,907 4,907

Rooms 849 849 787 787 727 727

Food and beverage 1,137 1,137 1,042 1,042 928 928

Other departmental and support expenses 1,383 1,383 1,280 1,280 1,181 1,181

Management fees 254 254 249 249 217 217

Other property-level expenses 411 411 383 383 325 325

Other segment items (1)

( 40 ) ( 40 ) ( 83 ) ( 83 ) ( 11 ) ( 11 )

Segment EBITDA 1,690 1,690 1,653 1,653 1,540 1,540

Adjustments and reconciling items:

Depreciation and amortization ( 762 ) ( 697 ) ( 664 )

Corporate and other expenses ( 123 ) ( 132 ) ( 107 )

Net gain on property insurance settlements 70 3 6

Interest income 54 75 30

Interest expense ( 215 ) ( 191 ) ( 156 )

Other gains — 71 17

Equity in earnings of affiliates 7 6 3

Provision for income taxes ( 14 ) ( 36 ) ( 26 )

Consolidated Net Income $ 707 $ 752 $ 643

Capital Expenditures

$ 548 $ 548 $ 646 $ 646 $ 504 $ 504

_____________

(1) Other segment items consist of gain on business interruption proceeds.

This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our consolidated statements of operations.

Legal Proceedings, Guarantees and Contingencies

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However, for matters exceeding such threshold, our operators may not settle claims without our consent.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Based on our analysis of legal proceedings with which the Company and our hotel managers are currently involved or of which we are aware and the resolution of similar claims in the past, we have recorded immaterial accruals as of December 31, 2024 related to such claims.

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No assurances can be given as to the outcome of any pending legal proceedings.

Hurricane Loss Contingency

While the majority of our hotels in Florida were affected by Hurricane Ian, which made landfall on September 28, 2022, the most significant damage sustained during the storm occurred at The Ritz-Carlton, Naples and Hyatt Regency Coconut Point Resort and Spa.

Hurricane Loss Contingencies

Many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively.

Due to evacuation mandates and/or loss of commercial power, four of our properties in Florida were temporarily closed, three of which have reopened.

The most significant damage sustained during the storms occurred at The Don CeSar, which closed on September 25, 2024, following a mandatory evacuation order prior to the landfall of Hurricane Helene.

The Don CeSar sustained extensive damage due to storm surge, which flooded the lower level of the hotel, including the fitness center, two food and beverage ("F&B") outlets, retail outlets and the resort's beach club.

Remediation efforts are underway, and we currently expect a phased reopening of the hotel beginning late in the first quarter of 2025.

Limited property damage was reported at the other Florida properties within our consolidated portfolio.

We are still evaluating the complete scope of property damage and business interruption loss at our Florida properties.

At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $ 51 million, for which we have recorded a corresponding insurance receivable of $ 51 million.

We believe our insurance coverage should be sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles;

therefore, we have not recorded any loss related to The Don CeSar on the consolidated statements of operations as of December 31, 2024.

However, for certain of our other properties, we have recorded a loss of $ 6 million related to property damage and remediation costs for which we will not be filing an insurance claim.

The loss is included in net gain on insurance settlements on our consolidated statements of operations as of December 31, 2024.

In September 2022, the majority of our hotels in Florida were affected by Hurricane Ian.

The most significant damage sustained during the storm occurred at The Ritz-Carlton, Naples and Hyatt Regency Coconut Point Resort and Spa.

The Hyatt Regency Coconut Point reopened to guests in November 2022, with the final phase of reconstruction, the resort's waterpark, completed in June 2023.

On July 6, 2023, The Ritz-Carlton, Naples reopened the guestrooms, suites and amenities, including the new tower expansion.

Our current estimate of the book value of the property and equipment written off and remediation costs is approximately $ 130 million, for which we recorded a corresponding insurance receivable.

As of December 31, 2023, we have received $ 213 million of insurance proceeds related to these claims, of which $ 130 million reduced our receivable to zero , and, in 2023, $ 80 million was recognized as a gain on business interruption, and $ 3 million was recognized as a gain on property insurance, which are both included in gain on insurance settlements on our consolidated statements of operations.

On July 6, 2023, The Ritz-Carlton, Naples reopened its guestrooms, suites and amenities, including the new tower expansion and completed the final restoration step of bringing the permanent central energy plant online in April 2024.

We have received the final total settlement of $ 308 million of insurance proceeds related to claims resulting from Hurricane Ian.

For the years ended December 31, 2024 and 2023, $ 19 million and $ 80 million, respectively, was recognized as a gain on business interruption, and $ 72 million and $ 3 million, respectively, was recognized as a gain on property insurance, which are both included in net gain on insurance settlements on our consolidated statements of operations.

Maui Wildfires

We recognized $ 21 million of business interruption proceeds in 2024 representing the final settlement from claims resulting from the August 2023 wildfires in Maui.

This is included in net gain on insurance settlements on our consolidated statements of operations.

There was no property damage caused by the event.

Tax Indemnification Agreements

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What changed 10-K

Item 8. Financial Statements and Supplementary Data