Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Controls and Procedures (Host Hotels & Resorts, Inc.)
Disclosure Controls and Procedure
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in Item 8.
Controls and Procedures (Host Hotels & Resorts, L.P.)
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host L.P. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of Host L.P.’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by Host L.P.’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission applicable to “non-accelerated filers.”
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Item 9B. Other Information
During the three months ended December 31, 2024, no director or officer of Host Inc. adopted , modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s 2025 Annual Meeting of Stockholders Notice and Proxy Statement (to be filed pursuant to Regulation 14A not later than 120 days after the close of our fiscal year).
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with respect to directors is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Part I. “Information about Our Executive Officers” of this Annual Report for information regarding executive officers.
The information required by this item with respect to Audit Committee and Audit Committee Financial Experts is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled “Corporate Governance and Board Matters.” There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors since our last annual report. If applicable, the information required by this item regarding compliance by our directors and executive officers with Section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”
We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other employees who perform financial or accounting functions. The Code is available at the Corporate Governance section of our website at www.hosthotels.com . A copy of the Code is available in print, free of charge, to stockholders and unitholders upon request to the company at the address set forth in Item 1. of this Annual Report under the section “Business—Where to Find Additional Information.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.
We have adopted an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Insider Trading Policy Statement is filed as Exhibit 19.1 to this report.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation" (except for the section within "Executive Officer Compensation" entitled "Pay versus Performance" which shall not be incorporated by reference), and “Director Compensation”.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officer Compensation—Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled: “Certain Relationships and Related Person Transactions” and “Corporate Governance and Board Matters—Independence of Directors.”
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
(i) FINANCIAL STATEMENTS
All financial statements of the registrants are set forth under Item 8 of this Report on Form 10-K.
(ii) FINANCIAL STATEMENT SCHEDULES
The following financial information is filed herewith on the pages indicated.
Financial Schedules:
Page
III.
Real Estate and Accumulated Depreciation.
S-1 to S- 5
All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
(b) EXHIBITS
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
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Exhibit
No. Description
3. Articles of Incorporation and Bylaws
3.1 Composite Charter of Host Hotels & Resorts, Inc., dated July 18, 2016 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. Registration Statement on Form S-8 (SEC File No. 333-212569), filed on July 18, 2016).
3.1A Fourth Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. dated October 31, 2022 (incorporated by reference to Exhibit 3.1A of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.’s Quarterly Report on Form 10-Q for the quarter ly period ended September 30, 2022, filed on November 4, 2022).
3.2 Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective February 8, 2023 (incorporated by reference to Exhibit 3.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on February 13, 2023).
4. Instruments Defining Rights of Security Holders
4.1 See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.
4.2 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807), filed on October 2, 1998).
4.3 Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc., and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.4 First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.5 Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed October 14, 2015).
4.6 Fifth Supplemental Indenture, dated September 26, 2019, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on September 26, 2019).
4.7 Sixth Supplemental Indenture, dated August 20, 2020, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 21, 2020).
4.8 Seventh Supplemental Indenture, dated November 23, 2021, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on November 23, 2021).
4.9 Eighth Supplemental Indenture, dated May 10, 2024, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on May 10, 2024).
4.10 Ninth Supplemental Indenture, dated August 12, 2024, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on August 12, 2024).
4.11 Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.12 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K, Filed on February 25, 2020).
10. Material Contracts
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10.1 Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.2 Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.3 Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015 (incorporated by reference to Exhibit 10.4 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 22, 2016).
10.4 Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on July 21, 2017).
10.5 Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).
10.6 Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc’s Quarterly Report on Form 10-Q, filed July 28, 2009).
10.7 Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of February 7, 2020 (incorporated by reference to Exhibit 10.10 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K filed on February 25, 2020).
10.8 Sixth Amended and Restated Credit Agreement, dated as of January 4, 2023, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as co-syndication agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on January 5, 2023).
10.9 Distribution Agreement, dated May 31, 2023, among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents and forward sellers, and JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on May 31, 2023).
10.10 Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2020 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2020).
10.11 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for performance objectives based vesting awards (incorporated by reference to Exhibit 10.12 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 4, 2023).
10.12 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.11 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 4, 2023).
10.13 Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2024 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2024).
10.14 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for performance objective based vesting awards (incorporated by reference to Exhibit 10.14 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
10.15 Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2024 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.15 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
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10.16 First Amendment to the Sixth Amended and Restated Credit Agreement, dated as of June 28, 2024, by and between Host Hotels & Resorts, L.P. and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.16 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 2, 2024).
19. Insider Trading Policies and Procedures
19.1*
Host Hotels & Resorts Insider Trading Policy Statement
21. Subsidiaries
21.1* List of Subsidiaries of Host Hotels & Resorts, Inc.
21.2* List of Subsidiaries of Host Hotels & Resorts, L.P.
23. Consents
23* Consent of KPMG LLP
31. Rule 13a-14(a)/15d-14(a) Certifications
31.1* Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4* Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Section 1350 Certifications
32.1* Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2* Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
97. Policy Relating to Recovery of Erroneously Awarded Compensation
97.1 Host Hotels & Resorts, Inc. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024).
99. Additional Exhibit
99.1* Ground Lease Summary
101 XBRL
101.SCH Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.
101.LAB Inline XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) submitted under Exhibit 101.
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive
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Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.
_____________________________________
* Filed or furnished herewith.
† This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 16. Form 10‑K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOST HOTELS & RESORTS, INC.
Date: February 26, 2025
By: /s/ SOURAV GHOSH
Sourav Ghosh
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ RICHARD E. MARRIOTT Chairman of the Board of Directors February 26, 2025
Richard E. Marriott
/s/ JAMES F. RISOLEO President, Chief Executive Officer and
Director (Principal Executive Officer)
February 26, 2025
James F. Risoleo
/s/ SOURAV GHOSH Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2025
Sourav Ghosh
/s/ JOSEPH C. OTTINGER Senior Vice President, Corporate Controller (Principal Accounting Officer) February 26, 2025
Joseph C. Ottinger
/s/ MARY L. BAGLIVO Director February 26, 2025
Mary L. Baglivo
/s/ HERMAN E. BULLS Director February 26, 2025
Herman E. Bulls
Director February 26, 2025
/s/ DIANA M. LAING
Diana M. Laing
/s/ MARY HOGAN PREUSSE Director
February 26, 2025
Mary Hogan Preusse
/s/ WALTER C. RAKOWICH Director February 26, 2025
Walter C. Rakowich
/s/ GORDON H. SMITH Director February 26, 2025
Gordon H. Smith
/s/ A. WILLIAM STEIN Director February 26, 2025
A. William Stein
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HOST HOTELS & RESORTS, L.P.
Date: February 26, 2025
By: HOST HOTELS & RESORTS, INC., its general partner
By: /s/ SOURAV GHOSH
Sourav Ghosh
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.
Signatures Title Date
/s/ RICHARD E. MARRIOTT Chairman of the Board of Directors February 26, 2025
Richard E. Marriott
/s/ JAMES F. RISOLEO President, Chief Executive Officer and
Director (Principal Executive Officer) February 26, 2025
James F. Risoleo
/s/ SOURAV GHOSH Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2025
Sourav Ghosh
/s/ JOSEPH C. OTTINGER Senior Vice President, Corporate Controller (Principal Accounting Officer) February 26, 2025
Joseph C. Ottinger
/s/ MARY L. BAGLIVO Director February 26, 2025
Mary L. Baglivo
/s/ HERMAN E. BULLS Director February 26, 2025
Herman E. Bulls
/s/ DIANA M. LAING Director February 26, 2025
Diana M. Laing
/s/ MARY HOGAN PREUSSE Director February 26, 2025
Mary Hogan Preusse
/s/ WALTER C. RAKOWICH Director February 26, 2025
Walter C. Rakowich
/s/ GORDON H. SMITH Director February 26, 2025
Gordon H. Smith
/s/ A. WILLIAM STEIN Director February 26, 2025
A. William Stein
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SCHEDULE III
Page 1 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2024
(in millions)
Initial Cost Gross Amount at December 31, 2024
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Hotels:
1 Hotel Central Park $ — $ 98 $ 149 $ — $ — $ 98 $ 149 $ 247 $ 3 — 2024 29
1 Hotel South Beach — 182 443 23 — 182 466 648 98 — 2019 34
AC Hotel Scottsdale North — 4 31 — — 4 31 35 5 2020 — 31
Alila Ventana Big Sur — 40 104 4 — 40 108 148 13 — 2021 31
Andaz Maui at Wailea Resort — 151 255 65 — 151 320 471 64 — 2018 38
Axiom Hotel — 36 38 44 — 36 82 118 33 — 2014 33
Baker's Cay Resort Key Largo, Curio Collection by Hilton — 80 117 2 — 80 119 199 15 — 2021 33
Boston Marriott Copley Place — — 203 106 — — 309 309 182 — 2002 40
Calgary Marriott Downtown Hotel — 5 18 49 ( 9 ) 5 58 63 51 — 1996 40
Coronado Island Marriott Resort & Spa — — 53 62 — — 115 115 88 — 1997 40
Denver Marriott Tech Center — 6 26 87 — 6 113 119 94 — 1994 40
Denver Marriott West — — 12 19 — — 31 31 28 — 1983 40
Embassy Suites by Hilton Chicago Downtown Magnificent Mile — — 86 21 — — 107 107 63 — 2004 40
Fairmont Kea Lani, Maui — 55 294 173 — 55 467 522 223 — 2004 40
Four Seasons Resort Orlando at Walt Disney World® Resort — 91 510 21 — 91 531 622 66 — 2021 37
Four Seasons Resort and Residences Jackson Hole — 59 245 7 — 59 252 311 20 — 2022 32
Gaithersburg Marriott Washingtonian Center — 7 22 15 — 7 37 44 31 — 1993 40
Grand Hyatt Atlanta in Buckhead — 8 88 49 — 8 137 145 88 — 1998 40
Grand Hyatt San Francisco — 52 331 5 — 52 336 388 79 — 2018 34
Grand Hyatt Washington — 154 247 82 — 154 329 483 152 — 2012 33
Hotel Van Zandt 98 58 179 2 — 58 181 239 18 — 2021 34
Houston Airport Marriott at George Bush Intercontinental — — 10 95 — — 105 105 100 — 1984 40
Houston Marriott Medical Center/Museum District — — 19 48 — — 67 67 58 — 1998 40
Hyatt Place Waikiki Beach — 12 120 12 — 12 132 144 52 — 2013 34
Hyatt Regency Austin — 19 139 3 — 19 142 161 19 — 2021 33
Hyatt Regency Coconut Point Resort and Spa — 33 185 25 — 33 210 243 50 — 2018 36
S-1
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SCHEDULE III
Page 2 of 5
HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
December 31, 2024
(in millions)
Initial Cost Gross Amount at December 31, 2024
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Hyatt Regency Maui Resort and Spa — 92 212 163 — 81 386 467 229 — 2003 40
Hyatt Regency Reston — 11 78 40 — 12 117 129 79 — 1998 40
Hyatt Regency San Francisco Airport — 16 119 113 — 20 228 248 170 — 1998 40
Hyatt Regency Washington on Capitol Hill — 40 230 55 — 40 285 325 157 — 2005 40
JW Marriott Atlanta Buckhead — 16 21 42 — 16 63 79 47 — 1990 40
JW Marriott Hotel Rio de Janeiro — 13 29 5 ( 33 ) 3 11 14 5 — 2010 40
JW Marriott Houston by The Galleria — 4 26 60 — 6 84 90 66 — 1994 40
JW Marriott Washington, DC — 26 98 73 — 26 171 197 129 — 2003 40
Manchester Grand Hyatt San Diego — — 548 79 — — 627 627 325 — 2011 35
Marina del Rey Marriott — — 13 48 — — 61 61 43 — 1995 40
Marriott Downtown at CF Toronto Eaton Centre — — 27 39 ( 8 ) — 58 58 46 — 1995 40
Marriott Marquis San Diego Marina — — 202 432 — — 634 634 462 — 1996 40
Miami Marriott Biscayne Bay — 38 27 99 — 38 126 164 76 — 1998 40
Minneapolis Marriott City Center — 34 27 51 — 35 77 112 65 — 1995 40
Nashville Hotels — 60 438 — — 60 438 498 14 — 2024 24
New Orleans Marriott — 16 96 165 — 16 261 277 209 — 1996 40
New York Marriott Downtown — 19 79 56 — 19 135 154 104 — 1997 40
New York Marriott Marquis — 49 552 169 — 49 721 770 624 — 1986 40
Newark Liberty International Airport Marriott — — 30 50 — — 80 80 72 — 1984 40
Orlando World Center Marriott — 18 157 517 — 29 663 692 417 — 1997 40
Philadelphia Airport Marriott — — 42 26 — — 68 68 52 — 1995 40
Rio de Janeiro Parque Olimpico Hotels — 21 39 1 ( 39 ) 7 15 22 6 2014 — 35
San Antonio Marriott Rivercenter — — 86 122 — — 208 208 138 — 1996 40
San Antonio Marriott Riverwalk — 6 45 42 — 6 87 93 71 — 1995 40
San Francisco Marriott Fisherman's Wharf — 6 20 35 — 6 55 61 47 — 1994 40
San Francisco Marriott Marquis — — 278 212 — — 490 490 393 — 1989 40
Santa Clara Marriott — — 39 86 — — 125 125 109 — 1989 40
Sheraton Parsippany Hotel — 8 30 18 — 8 48 56 36 — 2006 40
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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
December 31, 2024
(in millions)
Initial Cost Gross Amount at December 31, 2024
Description Debt Land Buildings &
Improvements Subsequent
Costs
Capitalized, net ⁽¹⁾
Foreign
Currency
Adjustment Land Buildings &
Improvements Total Accumulated
Depreciation Date of
Completion of
Construction Date
Acquired Depreciation
Life
Swissôtel Chicago — 29 132 103 — 30 234 264 149 — 1998 40
Tampa Airport Marriott — — 9 30 — — 39 39 35 — 1971 40
The Alida, Savannah, a Tribute Portfolio Hotel — 6 96 1 — 6 97 103 9 — 2021 36
The Don CeSar — 46 158 13 — 46 171 217 64 — 2017 34
The Laura Hotel — 9 55 2 — 9 57 66 7 — 2021 33
The Logan — 26 60 76 — 27 135 162 104 — 1998 40
The Phoenician, A Luxury Collection Resort — 59 307 130 — 58 438 496 190 — 2015 32
The Ritz-Carlton Naples, Tiburón — 22 10 108 — 22 118 140 72 2002 — 40
The Ritz-Carlton O'ahu, Turtle Bay — 271 355 1 — 271 356 627 5 — 2024 32
The Ritz-Carlton, Amelia Island — 25 115 117 — 25 232 257 150 — 1998 40
The Ritz-Carlton, Marina del Rey — — 52 43 — — 95 95 74 — 1997 40
The Ritz-Carlton, Naples — 19 126 487 — 21 611 632 289 — 1996 40
The Ritz-Carlton, Tysons Corner — — 89 53 — — 142 142 98 — 1998 40
The Singer Oceanfront Resort, Curio Collection by Hilton — 2 10 47 — 2 57 59 31 — 1994 40
The St. Regis Houston — 6 33 27 — 6 60 66 36 — 2006 40
The Westin Chicago River North — 33 116 26 — 33 142 175 62 — 2010 40
The Westin Cincinnati — — 54 25 — — 79 79 45 — 2006 40
The Westin Denver Downtown — — 89 56 — — 145 145 69 — 2006 40
The Westin Georgetown, Washington D.C. — 16 80 32 — 16 112 128 58 — 2006 40
The Westin Kierland Resort & Spa — 100 280 55 — 100 335 435 159 — 2006 40
The Westin Seattle — 39 175 54 — 39 229 268 125 — 2006 40
The Westin South Coast Plaza, Costa Mesa — — 46 25 — — 71 71 69 — 2006 40
The Westin Waltham Boston — 9 59 24 — 9 83 92 48 — 2006 40
W Seattle — 11 125 15 — 11 140 151 71 — 2006 40
Washington Marriott at Metro Center — 20 24 38 — 20 62 82 36 — 1994 40
Total hotels: 98 2,391 10,167 5,405 ( 89 ) 2,378 15,496 17,874 7,939
Other properties, each less than 5% of total — 79 1 7 — 79 8 87 2 — Various 40
TOTAL $ 98 $ 2,470 $ 10,168 $ 5,412 $ ( 89 ) $ 2,457 $ 15,504 $ 17,961 $ 7,941
___________
(1) Subsequent costs capitalized are net of impairment expense.
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HOST HOTELS & RESORTS, INC., AND SUBSIDIARIES
HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2024
(in millions)
Notes:
(A) The change in total cost of properties for the fiscal years ended December 31, 2024, 2023 and 2022 is as follows:
Balance, December 31, 2021 $ 15,946
Additions:
Acquisitions 303
Capital expenditures and transfers from construction-in-progress 314
Deductions:
Dispositions and other ( 694 )
Balance, December 31, 2022 15,869
Additions:
Capital expenditures and transfers from construction-in-progress 540
Deductions:
Dispositions and other ( 175 )
Balance, December 31, 2023 16,234
Additions:
Acquisitions 1,422
Capital expenditures and transfers from construction-in-progress 368
Deductions:
Dispositions and other ( 63 )
Balance, December 31, 2024 $ 17,961
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(B) The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2024, 2023 and 2022 is as follows:
Balance, December 31, 2021 $ 6,626
Depreciation and amortization 550
Dispositions and other ( 300 )
Balance, December 31, 2022 6,876
Depreciation and amortization 573
Dispositions and other ( 102 )
Balance, December 31, 2023 7,347
Depreciation and amortization 619
Dispositions and other ( 25 )
Balance, December 31, 2024 $ 7,941
(C) The aggregate cost of real estate for federal income tax purposes is approximately $ 11,505 million at December 31, 2024.
(D) The total cost of properties excludes construction-in-progress assets.
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