☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

As of ~~November 2, 2021,~~May 4, 2022, there were ~~714,035,318~~714,777,128 shares of Host Hotels & Resorts, Inc.’s common stock, ~~$.01~~$0.01 par value per share, outstanding.

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

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

The substantive difference between the filings of Host Inc.’s and Host L.P.~~’s filings~~ is ~~the fact~~ that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the condensed consolidated financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital for Host L.P.). Apart from the different equity treatment, the condensed consolidated financial statements of Host Inc. and Host L.P. are nearly identical.

This combined Form 10-Q for Host Inc. and Host L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting and separate CEO/CFO certifications. In addition, with respect to any other financial and non-financial disclosure items required by Form 10-Q, any material differences between Host Inc. and Host L.P. are discussed separately herein. For a more detailed discussion of the substantive differences between Host Inc. and Host L.P. and why we believe the combined filing results in benefits to investors, see the discussion in the combined Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 under the heading “Explanatory Note.”

Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021 ~~and 2020~~

~~Year-to-date~~Quarter ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet to the amount shown in the statements of cash flows:

Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021 ~~and 2020~~

~~Year-to-date~~Quarter ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet to the amount shown in the statements of cash flows:

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


4.	Revenue

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

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

Disaggregation of Revenues. While we do not consider the following presentation of revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 11 – Geographic Information.

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

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


	Quarter ended September 30,				Year-to-date ended September 30,				Quarter ended March 31,
Location	2021		2020		2021		2020		2022		2021
Florida Gulf Coast									$	131	$	81
Maui/Oahu	$	118	$	4	$	260	$	98		116		44
Florida Gulf Coast		49		33		215		160
Phoenix		54		17		171		108		111		54
Orlando										108		9
San Diego										87		14
Miami		40		12		152		77		83		56
San Diego		85		16		140		108
Orlando		52		2		97		58
San Francisco/San Jose										52		11
New York		51		9		87		102		50		11
Los Angeles/Orange County		42		16		81		75
San Francisco/San Jose		44		12		80		124
Washington, D.C. (Central Business District)		29		4		72		61		38		23
Jacksonville		29		16		72		44		29		14
San Antonio										27		7
Houston		21		7		53		36		26		13
San Antonio/Austin		27		3		53		21
Atlanta		22		9		51		42
Los Angeles/Orange County										25		10
Austin										20		1
New Orleans										20		3
Boston		29		2		42		38		18		3
Chicago		25		4		38		22		14		4
Atlanta										13		11
Philadelphia										13		5
Northern Virginia		18		5		37		27		12		7
Philadelphia		17		6		33		20
Denver		17		4		29		21		12		3
New Orleans		11		5		24		29
Seattle		16		2		23		20		10		2
Other		39		8		68		44		51		11
Domestic		835		196		1,878		1,335		1,066		397
International		9		2		14		18		8		2
Total	$	844	$	198	$	1,892	$	1,353	$	1,074	$	399


6.	~~Debt~~

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

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

Investment in Affiliates

On January 20, 2022, we entered into definitive agreements with Noble Investment Group, LLC, and certain other entities and persons related to Noble Investment Group, LLC. We invested an aggregate of $35 million of cash and issued approximately $56 million of Host L.P. OP units to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group business in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on the funds beginning as of closing, and (c) proceeds earned on general partner commitments to future funds. As part of our investment, we have made a $150 million capital commitment to the next Noble fund.

Upon certain triggers being met, we have the ability to acquire up to an additional 51% (for a total of 100%) of Noble Management Holdings, LLC and Noble Investment Holdings, LLC. To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put right to cause us to purchase up to an additional 26% (for a total of 75%) of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.


7.	Debt

Credit Facility. In February 2022, we repaid the remaining $683 million outstanding under the revolver portion of our credit facility. As of ~~September 30, 2021,~~March 31, 2022, we have $121.5 ~~million~~billion of available capacity under the revolver portion of our credit facility. On June 26, 2020 and February 9, 2021, we entered into amendments to the existing senior unsecured bank credit facility with Bank of America, N.A., as administrative agent, (collectively, the “Amendments”). The Amendments suspend requirements to comply with all existing financial maintenance covenants under the credit facility for the period which began on July 1, 2020 and ending on the required financial statement reporting date for the second quarter of 2022 (such period, the “Covenant Relief Period”). Subsequent to quarter end, we terminated the Covenant Relief Period prior to its expiration, as we met the minimum fixed charge coverage ratio required for our first phase-in quarterly test period.


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

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

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings / (Deficit)

Non-redeemable, non-controlling interests

Total equity

Redeemable, non-controlling interests

Balance, December 31, 2020
$
7

$
7,568

$
(74
)
$
(1,180
)
$
5

$
6,326

$
108

Net loss

—

—

—

(331
)

—

(331
)

(3
)
Issuance of common stock for comprehensive stock plans, net

—

8

—

—

—

8

—

Common stock issuances

—

138

—

—

—

138

—

Changes in ownership and other

—

(14
)

—

—

—

(14
)

14

Other comprehensive loss

—

—

(1
)

—

—

(1
)

—

Balance, September 30, 2021
$
7

$
7,700

$
(75
)
$
(1,511
)
$
5

$
6,126

$
119

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings / (Deficit)

Non-redeemable, non-controlling interests

Total equity

Redeemable, non-controlling interests

Balance, June 30, 2021
$
7

$
7,688

$
(71
)
$
(1,392
)
$
5

$
6,237

$
125

Net loss

—

—

—

(119
)

—

(119
)

(1
)
Issuance of common stock for comprehensive stock plans, net

—

6

—

—

—

6

—

Common stock issuances

—

—

—

—

—

—

—

Changes in ownership and other

—

6

—

—

—

6

(5
)
Other comprehensive loss

—

—

(4
)

—

—

(4
)

—

Balance, September 30, 2021
$
7

$
7,700

$
(75
)
$
(1,511
)
$
5

$
6,126

$
119


	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, December 31, 2021	$	7	$	7,702		$	(76	)	$	(1,192	)	$	5		$	6,446		$	126
Net income		—		—			—			116			1			117			1
Issuance of common stock for comprehensive stock plans, net		—		(9	)		—			—			—			(9	)		—
Dividends declared on common stock		—		—			—			(22	)		—			(22	)		—
Issuance of common OP units		—		—			—			—			—			—			56
Changes in ownership and other		—		(13	)		—			—			(1	)		(14	)		20
Other comprehensive income		—		—			7			—			—			7			—
Balance, March 31, 2022	$	7	$	7,680		$	(69	)	$	(1,098	)	$	5		$	6,525		$	203

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

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings / (Deficit)

Non-redeemable, non-controlling interests

Total equity

Redeemable, non-controlling interests

Balance, December 31, 2019
$
7

$
7,675

$
(56
)
$
(307
)
$
6

$
7,325

$
142

Net loss

—

—

—

(668
)

—

(668
)

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

—

7

—

—

—

7

—

Repurchase of common stock

—

(147
)

—

—

—

(147
)

—

Dividends declared on common stock

—

—

—

(141
)

—

(141
)

—

Distributions to non-controlling interests

—

—

—

—

—

—

(2
)
Changes in ownership and other

—

54

—

1

(1
)

54

(53
)
Other comprehensive loss

—

—

(23
)

—

—

(23
)

—

Balance, September 30, 2020
$
7

$
7,589

$
(79
)
$
(1,115
)
$
5

$
6,407

$
80


	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests		Total equity			Redeemable, non-controlling interests
Balance, December 31, 2020	$	7	$	7,568		$	(74	)	$	(1,180	)	$	5	$	6,326		$	108
Net loss		—		—			—			(152	)		—		(152	)		(1	)
Issuance of common stock for comprehensive stock plans, net		—		(4	)		—			—			—		(4	)		—
Changes in ownership and other		—		(17	)		—			—			—		(17	)		17
Other comprehensive loss		—		—			(3	)		—			—		(3	)		—
Balance, March 31, 2021	$	7	$	7,547		$	(77	)	$	(1,332	)	$	5	$	6,150		$	124

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings / (Deficit)

Non-redeemable, non-controlling interests

Total equity

Redeemable, non-controlling interests

Balance, June 30, 2020
$
7

$
7,586

$
(74
)
$
(802
)
$
5

$
6,722

$
81

Net loss

—

—

—

(313
)

—

(313
)

(3
)
Issuance of common stock for comprehensive stock plans, net

—

6

—

—

—

6

—

Changes in ownership and other

—

(3
)

—

—

—

(3
)

2

Other comprehensive loss

—

—

(5
)

—

—

(5
)

—

Balance, September 30, 2020
$
7

$
7,589

$
(79
)
$
(1,115
)
$
5

$
6,407

$
80

Capital of Host L.P.

As of ~~September 30, 2021,~~March 31, 2022, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit. Under the credit facility, all redemptions must be made with Host Inc. common stock ~~until~~if Host L.P.’s leverage ratio (as calculated under the credit facility) ~~is below~~exceeds 7.25x.

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

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

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

General Partner

Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling interests

Total capital

Limited partnership interests of third parties

Balance, December 31, 2020
$
1

$
6,394

$
(74
)
$
5

$
6,326

$
108

Net loss

—

(331
)

—

—

(331
)

(3
)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net

—

8

—

—

8

—

Common OP unit issuances

—

138

—

—

138

—

Changes in ownership and other

—

(14
)

—

—

(14
)

14

Other comprehensive loss

—

—

(1
)

—

(1
)

—

Balance, September 30, 2021
$
1

$
6,195

$
(75
)
$
5

$
6,126

$
119

General Partner

Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling interests

Total capital

Limited partnership interests of third parties

Balance, June 30, 2021
$
1

$
6,302

$
(71
)
$
5

$
6,237

$
125

Net loss

—

(119
)

—

—

(119
)

(1
)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net

—

6

—

—

6

—

Common OP unit issuances

—

—

—

—

—

—

Changes in ownership and other

—

6

—

—

6

(5
)
Other comprehensive loss

—

—

(4
)

—

(4
)

—

Balance, September 30, 2021
$
1

$
6,195

$
(75
)
$
5

$
6,126

$
119

General Partner

Limited Partner

Accumulated Other Comprehensive Income (Loss)

Non-controlling interests

Total capital

Limited partnership interests of third parties

Balance, December 31, 2019
$
1

$
7,374

$
(56
)
$
6

$
7,325

$
142

Net loss

—

(668
)

—

—

(668
)

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

—

7

—

—

7

—

Repurchase of common OP units

—

(147
)

—

—

(147
)

—

Distributions declared on common OP units

—

(141
)

—

—

(141
)

(2
)
Changes in ownership and other

—

55

—

(1
)

54

(53
)
Other comprehensive loss

—

—

(23
)

—

(23
)

—

Balance, September 30, 2020
$
1

$
6,480

$
(79
)
$
5

$
6,407

$
80


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, December 31, 2021	$	1	$	6,516		$	(76	)	$	5		$	6,446		$	126
Net income		—		116			—			1			117			1
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		(9	)		—			—			(9	)		—
Distributions declared on common OP units		—		(22	)		—			—			(22	)		—
Issuance of common OP units		—		—			—			—			—			56
Changes in ownership and other		—		(13	)		—			(1	)		(14	)		20
Other comprehensive income		—		—			7			—			7			—
Balance, March 31, 2022	$	1	$	6,588		$	(69	)	$	5		$	6,525		$	203

1716

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


	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties			General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, June 30, 2020	$	1	$	6,790		$	(74	)	$	5	$	6,722		$	81
Balance, December 31, 2020																	$	1	$	6,394		$	(74	)	$	5	$	6,326		$	108
Net loss		—		(313	)		—			—		(313	)		(3	)		—		(152	)		—			—		(152	)		(1	)
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		6			—			—		6			—			—		(4	)		—			—		(4	)		—
Changes in ownership and other		—		(3	)		—			—		(3	)		2			—		(17	)		—			—		(17	)		17
Other comprehensive loss		—		—			(5	)		—		(5	)		—			—		—			(3	)		—		(3	)		—
Balance, September 30, 2020	$	1	$	6,480		$	(79	)	$	5	$	6,407		$	80
Balance, March 31, 2021																	$	1	$	6,221		$	(77	)	$	5	$	6,150		$	124

Share Repurchases

As of ~~September 30, 2021,~~March 31, 2022, we have $371 million available for repurchase under our common share repurchase program. ~~In accordance with the restrictions in our amended credit facility, there~~There have been 0 share repurchases ~~year-to-date~~ in ~~2021.~~the first quarter of 2022.

Issuance of Common Stock

On May 6, 2021, we entered into a distribution agreement with J. P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, pursuant to which we may issue and sell, from time to time, shares having an aggregate offering priceAs of ~~up to $600~~ million. The sales will be made in “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. ~~NaN~~ ~~shares were issued during the third quarter. Year-to-date, we have issued approximately~~ ~~7.8~~ ~~million shares under the program at an average price of $17.99~~ ~~per share, for net proceeds of approximately $138~~ ~~million.~~ ~~In connection with the common stock issuance by Host Inc., Host L.P. issued~~ ~~7.6~~ ~~million common OP units to Host Inc. At September 30, 2021,~~March 31, 2022, there was $460 million of remaining capacity under the ~~agreement.~~distribution agreement we entered into in 2021 with various investment banks to sell shares of Host Inc. common stock in "at-the-market" offerings. NaN shares were issued during the first quarter of 2022.

Dividends/Distributions

~~As part~~On February 16, 2022, Host Inc.'s Board of ~~our response to the COVID-19 pandemic and in order to preserve cash and future financial flexibility, we have suspended our~~Directors announced a regular quarterly cash dividend of $0.03 per share on Host Inc.'s common ~~cash dividends.~~ stock. The dividend was paid on April 15, 2022 to stockholders of record as of March 31, 2022. Accordingly, Host L.P. made a distribution of $0.03064482~~Additionally,~~ per unit on its common OP units based on the ~~terms of the credit facility amendments, we are restricted from paying a quarterly common cash dividend in excess of $~~current conversion ratio.~~0.01~~

per share during the Covenant Relief Period, unless a higher amount is required to allow Host Inc. to maintain its REIT status or to avoid the payment of corporate income or excise taxes, until after the covenant waiver period expires. Subsequent to quarter end, ~~we terminated the Covenant Relief Period early, as we met the minimum fixed charge coverage ratio required for our first phase-in~~on May 4, 2022, Host Inc.'s Board of Directors announced a regular quarterly ~~test period.~~


8.	~~Acquisitions~~

~~During the quarter, we acquired the~~ ~~200-room Baker's Cay Resort Key Largo, Curio Collection by Hilton, for $200~~ ~~million, a~~ ~~223-room luxury downtown Houston hotel for $~~65 ~~million and the~~ 59~~-room Alila Ventana Big Sur for $150~~ ~~million.~~cash dividend of $0.06 per share on Host Inc.'s common stock. The dividend is payable on July 15, 2022, to stockholders of record on June 30, 2022.


9.	Dispositions

During the first quarter, we sold the Sheraton Boston Hotel for $233 million, including a $163 million bridge loan we provided to the buyer, and recorded a gain on sale of $12 million. The bridge loan, which is included in other assets on our condensed consolidated balance sheets, has an initial interest rate of 4.5% and an initial scheduled maturity date of August 1, 2022, which date may be extended by up to a year by the exercise of two 6-month extensions, each which is subject to an increase in interest rate. The gain on sale is included in other gains (losses) on the consolidated statement of operations.

Subsequent to quarter end, we sold the ~~Westfields Marriott Washington Dulles, San Ramon Marriott, The Westin Buckhead Atlanta, The Westin Los Angeles Airport and The Whitley~~Sheraton New York Times Square Hotel for $~~551~~373 million, including ~~approximately~~a $11250 million bridge loan we provided to the buyer, and YVE Hotel Miami for ~~the~~$50 million, including $1 million of FF&E ~~replacement funds.~~funds retained by us. As of ~~September 30, 2021,~~March 31, 2022, these two hotels were classified as held for sale. ~~We anticipate recording a gain of approximately $300~~ ~~million in the fourth quarter.~~


10.	Fair Value Measurements

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

We did not elect the fair value measurement option for any of our financial liabilities. The fair ~~value~~values of secured debt and our credit facility isare determined based on the expected future payments discounted at a risk-adjusted ~~rate.~~rates. Our senior notes are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts.

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

The fair value of certain financial liabilities is shown below (in millions):

September 30, 2021

December 31, 2020

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

Financial liabilities

Senior notes (Level 1)

$
3,068

$
3,273

$
3,065

$
3,284

Credit facility (Level 2)

2,472

2,483

2,471

2,483


	March 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities
Senior notes (Level 1)	$	3,111	$	3,056	$	3,109	$	3,255
Credit facility (Level 2)		991		1,000		1,673		1,683
Mortgage debt (Level 2)		104		102		104		105

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


11.	Geographic Information

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. As such, we report ~~one~~1 segment: hotel ownership. Our consolidated foreign operations consist of hotels in ~~two~~2 countries as of ~~September 30, 2021.~~March 31, 2022. There were no intersegment sales during the periods presented.

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


	Total Revenues								Property and Equipment, net				Total Revenues				Property and Equipment, net
	Quarter ended September 30,				Year-to-date ended September 30,				September 30,		December 31,		Quarter ended March 31,				March 31,		December 31,
	2021		2020		2021		2020		2021		2020		2022		2021		2022		2021
United States	$	835	$	196	$	1,878	$	1,335	$	10,047	$	9,331	$	1,066	$	397	$	9,517	$	9,919
Brazil		3		1		5		6		31		34		4		1		36		30
Canada		6		1		9		12		46		51		4		1		43		45
Total	$	844	$	198	$	1,892	$	1,353	$	10,124	$	9,416	$	1,074	$	399	$	9,596	$	9,994


12.	Non-controlling Interests

Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the amount of the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of ~~their~~its carrying amount based on accumulated historical cost or ~~their~~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 common unitholders of Host L.P. The redemption value is based on the amount of cash or Host Inc. common stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. Therefore, the redemption value of the common OP units is equivalent to the number of common shares that would be issued upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares. ~~Under~~

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


	March 31, 2022		December 31, 2021
Common OP units outstanding (millions)		10.2		7.1
Market price per Host Inc. common share	$	19.43	$	17.39
Shares issuable upon conversion of one common OP unit		1.021494		1.021494
Redemption value (millions)	$	203	$	126
Historical cost (millions)		97		66
Book value (millions) ⁽¹⁾		203		126

___________

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

Other Consolidated Partnerships. As of March 31, 2022, we consolidate 2 majority-owned partnerships that have third-party, non-controlling ownership interests. The third-party limited partner interests are included in

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

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

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

September 30, 2021

December 31, 2020

Common OP units outstanding (millions)

7.1

7.2

Market price per Host Inc. common share

$
16.33

$
14.63

Shares issuable upon conversion of one common OP unit

1.021494

1.021494

Redemption value (millions)

$
119

$
108

Historical cost (millions)

63

67

Book value (millions) ⁽¹⁾

119

108

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

~~Other Consolidated Partnerships.~~ ~~We consolidate~~ 2 ~~majority-owned partnerships that have third-party, non-controlling ownership interests. The third-party limited partner interests are included in~~ non-redeemable non-controlling interests — other consolidated partnerships on the balance sheets and totaled $5 million as of both ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


13.	Legal Proceedings

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

Based on our analysis of legal proceedings with which we are involved or of which we currently are aware and our experience in resolving similar claims in the past, we have recorded immaterial accruals as of ~~September 30, 2021~~March 31, 2022 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings will not be material. We are not aware of any matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

2019

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

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report. Host Inc. operates as a self-managed and self-administered REIT. Host Inc. is the sole general partner of Host L.P. and holds approximately 99% of its partnership interests. Host L.P. is a limited partnership operating through an umbrella partnership structure. The remaining common OP units are owned by various unaffiliated limited partners.

Forward-Looking Statements

In this quarterly report on Form 10-Q, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “expect,” “may,” “intend,” “predict,” “project,” “plan,” “will,” “estimate” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made.

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•

the duration and scope of the COVID-19 pandemic and its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence; actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel; the ability of our hotel managers to operate hotels in a way that facilitates social distancing, implement enhanced cleaning protocols and other COVID-19 pandemic mitigation practices; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies, travel, and economic activity, including the duration and magnitude of its impact on unemployment rates, business investment and consumer discretionary spending; the pace of recovery as the COVID-19 pandemic subsides; general economic uncertainty in U.S. markets where we own hotels and the potential for low levels of economic growth in these markets; and the effects on hotel operations of steps that our hotel managers take to reduce operating costs in response to the COVID-19 pandemic;

•

the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about the ~~pace~~duration and strength of U.S. economic growth, inflation, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, such as natural disasters, weather ~~changes in~~events, pandemics and outbreaks of contagious diseases, such as the ~~international political climate,~~COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

•

risks that U.S. immigration policies and border closings related to the COVID-19 pandemic will suppress international travel to the United States generally or decrease the labor pool;

•

the impact of geopolitical developments outside the United States, such as the pace of economic growth in Europe, the effects of the United Kingdom’s withdrawal from the European Union, ~~escalating~~ trade tensions and tariffs between the United States and its trading partners such as China, or conflicts in Eastern Europe and the Middle East, all of which could affect ~~the relative volatility of global credit markets generally,~~ global travel and lodging demand within the United States;



~~risks that U.S. immigration policies, border closings related to the COVID-19 pandemic and travel bans will suppress international travel to the United States;~~

•

volatility in global financial and credit markets, ~~in particular because of the COVID-19 pandemic,~~ and the impact of budget deficits and ~~potential~~pending and future U.S. governmental action to address such deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, which could materially adversely affect U.S. and global economic conditions, business activity, credit availability, borrowing costs, and lodging demand;

•

operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs or changes in workplace rules that affect labor costs, and risks relating to the response to the COVID-19 pandemic ~~such as increased costs relating to severance and furloughed hotel employees as a result of measures taken~~ by our hotel managers, ~~in response~~such as increased hotel costs for cleaning protocols and severance and furlough payments to ~~the COVID-19 pandemic and risks associated with our managers’ ability to successfully increase staffing levels to meet expected increases in lodging demand due to the challenging labor environment;~~hotel employees;

•

the effect of rating agency downgrades of our debt securities on the cost and availability of new debt financings;

•

the reduction in our operating flexibility and the limitation on our ability to incur debt, pay dividends and make distributions resulting from restrictive covenants in our debt agreements ~~including the waivers we obtained under our credit facility as a result of not meeting the original covenant thresholds that otherwise would have been required~~ and other risks associated with the amount of our indebtedness or related to restrictive covenants in our debt agreements, including the risk that a default could occur as a result of ~~the~~a decline in operations due to the COVID-19 pandemic;

2120

•

our ability to maintain our hotels in a first-class manner, including meeting capital expenditures requirements, and the effect of renovations, including temporary closures, on our hotel occupancy and financial results;

•

the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in terms of access, location, quality of accommodations and room rate structures;

•

our ability to acquire or develop additional hotels and the risk that potential acquisitions or developments may not perform in accordance with our expectations;

•

the ability to complete hotel renovations on schedule and under budget and the potential for increased costs and construction delays due to government restrictions on non-essential activities and shortages of supplies as a result of supply chain disruptions due to the COVID-19 pandemic;

•

relationships with property managers and joint venture partners and our ability to realize the expected benefits of our joint ventures and other strategic relationships;

•

risks associated with a single manager, Marriott International, managing a significant portion of our ~~hotels;~~properties;

•

changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers;

•

the ability of third-party internet and other travel intermediaries to attract and retain customers;

•

our ability to recover fully under our existing insurance policies for terrorist acts and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our hotels on commercially reasonable terms;

•

the effect of a data breach or significant disruption of hotel operator information technology networks as a result of cyber attacks;

•

the effects of tax legislative action and other changes in laws and regulations, or the interpretation thereof, including the need for compliance with new environmental and safety requirements;

•

the ability of Host Inc. and each of the REITs acquired, established or to be established by Host Inc. to continue to satisfy complex rules in order to qualify as REITs for U.S. federal income tax purposes and Host Inc.’s and Host L.P.’s ability and the ability of our subsidiaries, and similar entities to be acquired or established by us, to operate effectively within the limitations imposed by these rules; and

•

risks associated with our ability to execute our dividend policy, including factors such as the need to preserve cash and financial flexibility in response to the COVID-19 pandemic, investment activity, operating results and the economic outlook, any or all of which may influence the decision of our board of directors as to whether to pay future dividends at levels previously disclosed or to use available cash to pay special dividends.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and in other filings with the Securities and Exchange Commission (“SEC”). Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material.

~~Operating Results and Outlook~~

~~COVID-19 Response~~

The COVID-19 pandemic has significantly adversely impacted U.S. and global economic activity and has contributed to significant volatility in financial markets beginning in the first quarter of 2020. While many of the restrictive measures put in place in jurisdictions where we own hotels have been lifted, the pandemic continues to have a material adverse effect on operations and future bookings and is expected to continue to have a material negative impact on our financial results and cash flows.

We have not filed for any relief under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) or the American Rescue Plan Act; however, several of our operators, including Hyatt and Marriott, have filed for the Employee Retention Credit (“ERC”) to partially offset the costs of their furloughed hotel employees under Title II of the CARES Act, as discussed below. Benefits received by our operators from the ERC related to their employees working at our hotels ultimately benefit us as we bear the expense for the wages and benefits of all persons working at our hotels. Benefit costs for furloughed employees did not have a significant impact on the third quarter 2021 results, as they were eligible to be reimbursed through the American Rescue Plan Act, the

2221

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

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



Implemented portfolio-wide cost reductions, resulting in a reduction of pro forma hotel operating costs across the portfolio by approximately 30% in the third quarter of 2021, compared to 2019. While we expect that certain initiatives, including modernized brand standards, streamlined operating departments and accelerated adoption of cost-saving technologies, may lead to long-term expense reductions, we also expect hotel operating costs to increase more in line with total revenues over time as hotels continue to transition from their contingency level operational plans to increased staffing levels and controllable spending;



~~Suspended contributions to certain of our hotels’ FF&E escrow accounts;~~



Accessed the full $1.5 billion under the revolver portion of the credit facility in 2020 as a precautionary measure in order to increase our cash position and preserve financial flexibility, while further amending the credit agreement governing our $1.5 billion revolving credit facility and two $500 million term loans in 2021. Under the amendments, the quarterly-tested financial covenants were waived beginning July 1, 2020 until the required financial statement reporting date for the second quarter of 2022. Subsequent to quarter end, we exited the waiver period prior to the first scheduled covenant test, and will be required to meet the modified financial covenants, under the terms of the amendment, for the subsequent five quarters; and



~~Suspended regular quarterly common cash dividends and stock repurchases until further notice. All future dividends are subject to approval by the Board of Directors.~~

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

Operating Results

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


Historical Income Statement Data:
	Quarter ended September 30,									Year-to-date ended September 30,									Quarter ended March 31,
	2021			2020			Change			2021			2020			Change			2022			2021			Change
Total revenues	$	844		$	198			326.3	%	$	1,892		$	1,353			39.8	%	$	1,074		$	399			169.2	%
Net loss		(120	)		(316	)		62.0	%		(334	)		(675	)		50.5	%
Operating loss		(95	)		(318	)		70.1	%		(329	)		(682	)		51.8	%
Operating loss margin under GAAP		(11.3	)%		(160.6	)%		14,930 bps			(17.4	)%		(50.4	)%		3,300 bps
Net income (loss)																				118			(153	)	N/M
Operating profit (loss)																				122			(166	)	N/M
Operating profit (loss) margin under GAAP																				11.4	%		(41.6	)%	N/M
EBITDAre⁽¹⁾	$	179		$	(154	)	N/M			$	295		$	(180	)	N/M			$	306		$	5			6,020.0	%
Adjusted EBITDAre⁽¹⁾		177			(111	)	N/M				290			(136	)	N/M				306			3			10,100.0	%
Diluted loss per common share		(0.17	)		(0.44	)		61.4	%		(0.47	)		(0.95	)		50.5	%
Diluted earnings (loss) per common share																				0.16			(0.22	)	N/M
NAREIT FFO per diluted share⁽¹⁾		0.20			(0.21	)	N/M				0.33			(0.25	)	N/M				0.39			0.01			3,800.0	%
Adjusted FFO per diluted share⁽¹⁾		0.20			(0.11	)	N/M				0.33			(0.14	)	N/M				0.39			0.01			3,800.0	%

All Owned Hotel Data (2):

Quarter ended September 30,

Year-to-date ended September 30,

2021

2020

Change

2021

2020

Change

All owned hotel revenues (pro forma)⁽¹⁾

$
853

$
220

287.7
%

$
1,978

$
1,429

38.4
%
All owned hotel EBITDA (pro forma)⁽¹⁾

196

(98
)

N/M

364

(80
)

N/M

All owned hotel EBITDA margin (pro forma)⁽¹⁾

23.0
%

(44.5
)%

N/M

18.4
%

(5.6
)%

N/M

Change in all owned hotel Total RevPAR - Constant US$

288.5
%

38.7
%

Change in all owned hotel RevPAR - Constant US$

307.3
%

51.5
%

Change in all owned hotel RevPAR - Nominal US$

307.5
%

51.4
%

Change in domestic RevPAR

306.8
%

52.4
%

Change in international RevPAR - Constant US$

342.8
%

(17.6
)%

___________


All Owned Hotel Data:
	Quarter ended March 31,
	2022			2021			Change
All owned hotel revenues (pro forma)⁽¹⁾	$	1,052		$	431			144.1	%
All owned hotel EBITDA (pro forma)⁽¹⁾		330			49			573.5	%
All owned hotel EBITDA margin (pro forma)⁽¹⁾		31.4	%		11.4	%		2,000 bps
Change in all owned hotel Total RevPAR		142.7	%
Change in all owned hotel RevPAR		131.0	%
___________

(1)

EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share and all owned hotel data and operating results (including hotel revenues and hotel EBITDA and margins) are non-GAAP financial measures within the meaning of the rules of the SEC. See “Non-GAAP Financial Measures” and "All Owned Hotel Pro Forma Operating Statistics and Results" for more information on these measures, including why we believe these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures.

~~(2)~~

Due to the COVID-19 pandemic and its effects on operations, we are temporarily presenting hotel operating results on an All Owned Hotel pro forma basis. Thus, operating results are presented for all consolidated hotels owned as of September 30, 2021 and do not include the results of operations for hotels sold through the reporting date. Additionally, operating results for acquisitions as of September 30, 2021 are reflected for full calendar years, which include results for periods prior to our ownership.

N/M = Not meaningful.

Operations

While still ~~well~~ below pre-pandemic levels, total revenues increased ~~$646~~$675 million, or ~~326.3%~~169.2%, ~~for the third quarter~~ as compared to the ~~third~~first quarter of ~~2020~~2021, due to strong leisure demand at our resort hotels during the quarter and ~~limited return~~improved business and group travel. The recovery accelerated during the quarter as all owned hotel RevPAR in January of ~~group business. For~~$109.28 grew to $221.08 in March. January operations were strongly impacted due to the ~~year-to-date, total revenues increased $539 million, or 39.8%, with quarter over quarter improvement~~increase in COVID-19 infections in the ~~first three quarters of 2021.~~U.S. due to the Omicron variant, but quickly recovered in February and March as the surge in cases subsided and concerns around Omicron diminished. All owned hotel RevPAR and Total RevPAR ~~on a constant US$ basis~~ for the first quarter ~~increased 307.3%~~increased 131.0% and ~~288.5%~~142.7%, ~~respectively,~~respectively, compared to the first quarter of 2021 due to ~~increases in occupancy and food and beverage revenues. For the year-to-date, all owned hotel RevPAR and Total RevPAR on a constant US$ basis increased 51.5% and 38.7%, respectively.~~strong rate growth, which now has exceeded 2019 levels.

During the quarter, we continued to see wide disparities in results between our resort locations and our large urban properties that have greater reliance on business travel and groups; however, operations in all markets for the first quarter of 2022 exceeded 2021 levels. While Total RevPAR for the portfolio as a whole continues to lag 2019 operations, all owned hotel Total RevPAR in our ~~Jacksonville, Maui,~~Miami, Florida Gulf Coast and ~~Miami~~Maui/Oahu markets ~~totaled $683, $635~~increased 36.8%, 6.8%, and ~~$334,~~6.6%, respectively, ~~representing increases of 32.2%, 14.6% and 13.5%,~~ compared to 2019, due to strong leisure demand. Our hotels in ~~New York and~~ San Francisco/San Jose and Washington, D.C., two of our ~~two largest~~larger markets by room count, experienced all owned hotel Total RevPAR of ~~$131~~$138 and ~~$104,~~$131, respectively, representing declines of ~~61.7%~~59.3% and ~~65.5%~~49.1%, respectively, compared to 2019, as operations at these hotels ~~begin~~continue to ramp up following the lifting of many of the COVID-19 restrictions previously in place in these markets. ~~All~~Similarly, all owned hotel Total RevPAR was lowest for our ~~New Orleans property,~~Chicago market, at ~~$92,~~$84, a decline of ~~47.6%~~34.8% compared to ~~2019, due to the impact of Hurricane Ida.~~2019.

Operating trends overall continue to be positive in the ~~third~~first quarter of ~~2021,~~2022, as vaccine distribution has continued and many jurisdictions have lifted COVID-19 restrictions. In particular, hotels in Florida, Arizona and Hawaii continue to drive the portfolio, with RevPAR levels that are ~~approaching or~~ exceeding 2019 levels. At the same time, hotel-level operating costs are increasing at lower rates, as hiring ~~did~~continues to not keep pace with the improvement in operations at these resort destinations. The lag in hiring is due to the

challenging labor environment across the industry, coupled with improving occupancy, which has hindered our managers' ability to adjust staffing levels commensurate with the increase in demand. ~~We anticipate that hotel-level operating costs over time will increase at a higher rate, as our hotel managers adjust back to more normalized levels of operations.~~

Although operations remain below pre-pandemic levels, as a result of continued operational improvements at our hotels since the COVID-19 pandemic began in mid-March 2020, ~~third~~first quarter ~~and year-to-date 2021~~2022 results improved when compared to ~~2020~~2021 as follows:

•

net ~~loss decreased $196 million for the quarter and $341 million year-to-date;~~income increased $271 million;

•

diluted ~~loss~~earnings per share ~~for the quarter decreased $0.27 for the quarter and $0.48 year-to-date;~~increased $0.38;

•

Adjusted EBITDAre increased ~~$288 million for the quarter and $426 million year-to-date;~~$303 million; and

•

Adjusted FFO per diluted share increased ~~$0.31 for~~$0.38.

Our hotels also have benefited from the implementation of portfolio-wide cost reductions, resulting in a reduction of pro forma hotel operating costs across the portfolio by approximately 17% in the first quarter of 2022, compared to the first quarter of 2019. While we expect that certain initiatives, including modernized brand standards, streamlined operating departments and ~~$0.47 year-to-date.~~

While the COVID-19 pandemic ~~has severely impacted~~continues to impact macroeconomic and industry expectations, ~~for 2021, year-over-year growth~~we experienced significant acceleration in ~~real GDP~~the recovery of revenues and earnings through the first quarter. While January saw a sequential dip in RevPAR related to the Omicron variant, the impact of each successive wave of the virus has lessened as strategies to mitigate risks have improved, and the bounce back in February and March was stronger than anticipated. Further strength in the recovery will be dependent on our ability to maintain high-rated business in our resort markets and the pace of further group and business ~~investment have seen a strong rebound from 2020, supported by recent stimulus, low interest rates, vaccine distribution,~~transient recovery, as well as the return of international inbound travel. The pace of economic growth for 2022 remains above the average for the last economic cycle, and ~~the lifting of many government-imposed restrictions across the U.S.~~ Blue Chip Economic Indicators consensus currently estimates an increase in real U.S. GDP of ~~5.7%~~3.2% for ~~2021,~~2022, while business investment is anticipated to increase ~~7.9%~~5.4%. ~~Though analysts believe~~While overall economic sentiment has improved, accelerating inflation, high energy prices and geopolitical uncertainty have led to increased risks in recent weeks and elevated concerns surrounding the ~~unemployment rate peaked in 2020, it is anticipated~~federal reserve's ability to ~~remain elevated in 2021, with an expected average of 5.6%~~execute a soft landing for ~~the year.~~inflation and economic growth. The range of potential outcomes on the economy and the lodging industry specifically remains exceptionally wide, reflecting the ~~unprecedented nature~~unpredictability of the ~~pandemic~~COVID-19 virus and varying analyst assumptions surrounding the impact of supply chain disruptions, labor shortages in key industries, geopolitical conflicts, inflation and ~~inflation~~interest rate expectations.

Hotel supply growth is anticipated to remain below the long-term historical average in ~~2021,~~2022, as ~~social distancing measures and~~ supply chain challenges have resulted in project delays across the U.S. ~~However,~~We anticipate that many of these projects will continue to be delayed or cancelled, while the new project pipeline will remain suppressed until the industry surpasses prior-peak RevPAR levels. While the pandemic has had an outsized impact on our industry, ~~demand. As a result, RevPAR recovery~~leisure travel continues to ~~pre-pandemic levels is lagging that of the broader U.S. economy, despite lower supply growth.~~outperform expectations due to pent-up demand, high personal savings and waning virus fears. Luxury and upper upscale hotels in top U.S. markets, where a majority of our hotels are located, have been most heavily affected by the pandemic, due in part to the sharp decline in air travel, particularly from international arrivals, and the slower recovery of corporate and group demand. ~~While~~However, we have seen improving trends across all location types weand anticipate that ~~these~~the above factors that led to a decline in operations will ~~persist~~continue to diminish through the remainder of ~~2021.~~2022.

As a result of the significant uncertainties related to the impact of new virus variants ~~the pace of vaccination, particularly for school-aged children,~~ and broader macroeconomic trends in 2021, we anticipate that the industry outlook will continue to be weighed down by the slower return of corporate and group travel, as many businesses and employees remain cautious. While strong leisure demand has supported growing investor optimism throughout 2021, the delayed return to office is likely to continue to constrain business transient and group travel in the near term. Therefore,2022, the timing and trajectory of the recovery isremains difficult to forecast due to a wide range of customer responses to vaccines and the virus, seasonal shifts in the mix of business and leisure demand, as well as a condensed booking window for hotel rooms. While we currently anticipate RevPAR growth for the remainder of the year, we cannot provide a full year forecast for RevPAR at this time.forecast. We believe that the continued recovery within the lodging industry is highly dependent on the strength of the economy, consumer confidence and the return of corporate and group ~~travel.~~travel now that leisure demand is exceeding pre-pandemic levels in many markets. Accordingly, we believe that the impact of the recovery on specific markets and industries will be uneven.

Based on these trends, we expect sequential RevPAR improvements relative to 2019 to continue throughout the year. Although we cannot provide full year RevPAR guidance at this time, we expect second quarter RevPAR between $195 and $205, representing an increase from 2021 of 76% to 85%, respectively, and a decrease from 2019 of 8% to 3%, respectively. However, seasonality and changing market and business mix are expected to lead to lower RevPAR in the second half of the year compared to the second quarter.

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

~~Balance Sheet and Financing Transactions.~~Investments. AsOn January 20, 2022, we invested an aggregate of ~~September 30, 2021, we had $1.0 billion~~$35 million of cash and ~~cash equivalents.~~issued approximately $56 million of Host L.P. OP units to acquire a minority equity interest in Noble Management Holdings, LLC and Noble Investment Holdings, LLC representing 49% of (a) the net fee income of the Noble Investment Group in respect of existing and future Noble Investment Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on the funds beginning as of closing, and (c) proceeds earned on general partner commitments to future funds. As part of ~~September 30, 2021,~~our investment, we have ~~met the minimum financial covenant levels under our senior notes indentures, which reinstates our ability to incur additional debt so long as we maintain these covenant levels and subject~~made a $150 million capital commitment to the ~~provisions of our credit facility and senior notes indentures.~~next Noble fund. We also ~~exited~~have the opportunity to increase our ~~credit facility Covenant Relief Period as discussed~~investment in ~~more detail~~Noble's business. See Item 1 - "Business" in ~~subsequent sections.~~

~~Acquisitions.~~ ~~During~~our Annual Report on Form 10-K for the third quarter, we acquired the 200-room Baker's Cay Resort Key Largo, Curio Collection by Hilton, for $200 million, a 223-room luxury downtown Houston hotel for $65 million and the 59-room Alila Ventana Big Sur for $150 million. The downtown Houston hotel has been renamed The Laura Hotel, part of the Autograph Collection by Marriott, and will be managed by HEI Hotels & Resorts. It is expected to open in the fourth quarter ofyear ended December 31, 2021.

Dispositions. During the first quarter, we sold the Sheraton Boston Hotel for $233 million, including a $163 million bridge loan we provided to the buyer, and recorded a gain on sale of $12 million. Subsequent to quarter end, we sold the ~~Westfields Marriott Washington Dulles, San Ramon Marriott, The Westin Buckhead Atlanta, The Westin Los Angeles Airport and The Whitley~~Sheraton New York Times Square Hotel for ~~$551~~$373 million, including ~~approximately $11~~a $250 million bridge loan we provided to the buyer, and YVE Hotel Miami for ~~the~~$50 million, including $1 million of FF&E ~~replacement funds.~~funds retained by us.

Financing transactions. In February 2022, we repaid the remaining $683 million outstanding under the revolver portion of our credit facility.

Capital Projects. ~~We are utilizing the low occupancy environment to accelerate certain projects and minimize future disruption.~~ During the first ~~three quarters~~quarter of ~~2021,~~2022, we spent approximately ~~$201~~$83 million on ROI capital projects and ~~$92~~$39 million on renewal and replacement projects. For full year ~~2021,~~2022, we expect total capital expenditures of ~~$410~~$500 million to ~~$465~~$600 million. Thistotal amount consists of ROI projects of approximately ~~$285~~$325 million to ~~$320~~$375 million and renewal and replacement expenditures of ~~$125~~$175 million to ~~$145~~$225 million. ROI projects include approximately ~~$115~~$90 million to ~~$140~~$115 million for the Marriott transformational capital program discussed below.

During the ~~third~~first quarter of 2022, we completed the development of the multi-year renovation at the New York Marriott Marquis, including all 1,966 guestrooms, over 140,000 square feet of meeting space, the addition of a skybridge and a renovated lobby with new bars and upgraded restaurants. Additionally, we completed the multi-year renovation2.3-acre waterpark at the Orlando World Center Marriott ~~including all 2,010 guestrooms, a redesigned 18th hole at~~and substantially completed the ~~golf course~~60,000 square-foot meeting space expansion, with the project completed ahead of schedule and ~~an updated lobby. The projects at both properties were part of the Marriott transformational capital program, discussed below.~~under budget.

We have made substantial progress on the Marriott transformational capital program, which began in 2018 and is expected to be substantially complete by the end of 2022, and includes 16 of our hotels. We believe this program will position these hotels to be more competitive in their respective markets and will enhance long-term performance through increases in RevPAR and market yield index. We agreed to invest amounts in excess of the FF&E reserves required under our management agreements and, in exchange, Marriott has provided additional priority returns on the agreed upon investments and operating profit guarantees of up to $83 million, before reductions for incentive management fees, to offset expected business disruption.

Approximately ~~79%~~89% of the total estimated costs of the program have been spent as of ~~September 30, 2021, and we expect to complete approximately 85% of the program by the end of 2021.~~March 31, 2022. Of the 16 hotels included in the program, we have completed projects at the Coronado Island Marriott Resort & Spa, New York Marriott Downtown, San Francisco Marriott Marquis and Santa Clara Marriott in ~~2019 and~~2019; projects at the Minneapolis Marriott City Center, San Antonio Marriott Rivercenter and JW Marriott Atlanta Buckhead in ~~2020. So far during 2021, we have completed the~~2020; and projects at The Ritz-Carlton Amelia Island, New York Marriott Marquis and Orlando World Center Marriott in 2021. During the first quarter of 2022, we completed projects at the Houston Marriott Medical Center and weMarina del Rey Marriott. We also expect to substantially complete ~~the~~ projects at Boston Marriott Copley Place, JW Marriott Houston by the Galleria, Marriott ~~Medical Center.~~Marquis San Diego Marina and Washington Marriott at Metro Center during 2022.

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

(1) Amount represents total operating costs and expenses from our unaudited condensed consolidated statements of operations, less corporate and other expenses.

~~The COVID-19 pandemic began~~Although RevPAR experienced a sequential dip in January due to ~~significantly impact~~the Omicron variant, hotel operations ~~beginning in mid-March~~experienced a significant recovery during the remainder of ~~2020. However,~~the quarter, with RevPAR ~~has increased during 2021,~~increasing from ~~$44.29~~$109.28 in January 2022 to ~~$126.23~~$221.08 in ~~September. There~~March 2022. However, there can be no assurances that the RevPAR increases ~~in RevPAR~~ will continue.

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

~~While~~Although still below pre-pandemic levels, operations have improved significantly in the ~~third~~first quarter of ~~2021~~2022 compared to ~~2020.~~2021. While acquisitions that occurred in 2021 contributed $109 million to revenues in the first quarter of 2022 and more than offset lost revenue from dispositions, the majority of the increase was due to the ongoing recovery of the lodging industry from the COVID-19 pandemic. This has impacted operations as follows:

Rooms. Total rooms revenues increased ~~$431~~$398 million, or 154.9%, for the quarter, as operations at our resort properties remain strong, and ~~increased $424 million, or 52.2%, year-to-date.~~with average room rates for our portfolio exceeding pre-pandemic levels. While improvements were primarily driven by leisure travel, urban markets began to see improvement with an increase in group revenues compared to the fourth quarter of 2021.

Food and beverage. Total food and beverage (“F&B”) revenues increased ~~$160~~$220 million, or 285.7%, for the quarter, due to strong outlet, banquet and ~~increased $33 million, or 8.9%, year-to-date. Banquet~~audio visual revenues. While group room nights continue to lag pre-pandemic levels, banquet and ~~AV revenues for~~audio visual contribution per room night exceeded 2019 levels during the ~~third quarter 2021 increased significantly compared to the second quarter of 2021, while year-to-date, F&B revenue growth has primarily been driven by the performance of our outlets.~~quarter.

Other revenues. Total other revenues increased ~~$55~~$57 million, or 87.7%, for the quarter, which was driven by an increase in attrition and ~~increased $82 million, or 48.8%, year-to-date,~~cancellation fees in the first half of the quarter due ~~primarily~~ to concerns with the Omicron variant, as well as strong golf, spa and other ancillary revenues.

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

Our operating costs and expenses, which have both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 55% of these expenses. ~~Due to a significant decline in operations and implementation~~During the first quarter of ~~portfolio-wide cost reductions in response to the COVID-19 pandemic, staffing levels at our hotels declined significantly, leading to a reduction to wages and benefits expense~~2022, these expenses increased 120% compared to ~~pre-pandemic levels, despite above inflationary growth in hourly wages, which we expect to continue~~2021.

~~into 2022. Portfolio-wide hotel operating costs~~We anticipate wage compression will continue through 2022, particularly in markets that have led the ~~third quarter and year-to-date 2021, excluding severance, were nearly 30% and 44% lower, respectively, compared to the same periods in 2019.~~In addition, included in these amounts for the year-to-date 2021 is a reduction to wages and benefits of approximately $11 million, related to the ERC recorded by our managers, the benefit of which was passed on to us.

~~The ramp up in staffing at several hotels during 2021 continues to lag the increase in~~lodging demand recovery due to the challenging labor market across the ~~industry, which could result~~industry. In addition, hiring was temporarily paused in ~~upward pressure on wages and benefits going forward. However,~~many areas due to the ~~expiration of supplemental unemployment benefits may temper possible increases. As a result~~Omicron variant, as well as seasonality of the ~~lag~~industry, at the beginning of the year. The significant acceleration in ~~hiring, portfolio-wide operating expenses were only 21% higher compared~~demand, particularly in our leisure markets during February and March, further challenged the ability of our hotel managers to increase hotel staffing commensurate with the ~~second quarter of 2021, despite an approximately 25%~~ increase in ~~total revenues quarter over quarter.~~ demand, which may continue for the remainder of 2022. In aggregate, wage and benefit cost inflation is expected to be in the 4% to 5% range in 2022.

Other property-level expenses consist of property taxes, the amounts and structure of which are highly dependent on local jurisdiction taxing authorities, and property and general liability insurance, all of which do not necessarily increase or decrease based on similar changes in revenues at our hotels.

The ~~change~~increase in expenses for the ~~third~~first quarter of 2022 compared to ~~2020~~2021 for rooms, food and beverage, other departmental and support, and management fees ~~predominantly are~~was generally due to the ~~start of the recovery~~corresponding increase in revenues from ~~the impact of the COVID-19 pandemic. While our operators have maintained a reduced level of expenses compared to pre-pandemic levels, an increase~~improvements in occupancy and hotel operations, has led to increases in expenses for the third quarter of 2021 compared to 2020. For the year-to-date period, despite pre-pandemic results in January and February of 2020, improving occupancy in 2021 led to an increase in most expenses for 2021 compared to 2020, with the exception of F&B expenses and other property level expenses. As a result, expenses changed as follows:

Rooms. Rooms expenses increased ~~$81~~$95 million, or 146.2%, for the quarter, ~~and increased $25 million, or 8.4%, year-to-date.~~reflecting an increase in occupancy.

Food and beverage. F&B expenses increased ~~$74~~$138 million, or 222.6%, for the ~~quarter~~quarter. Overall, F&B costs as a percentage of revenues declined, benefitting from improved banquet revenues and ~~decreased $43 million, or 12.1%, year-to-date. The decrease year-to-date reflects the pre-pandemic expense levels for January and February of 2020.~~ongoing productivity improvement.

Other departmental and support expenses. Other departmental and support expenses increased ~~$143~~$113 million, or ~~131.2%~~70.6%, for the ~~quarter and increased $80 million, or 14.8%, year-to-date.~~quarter.

Management fees. Base management fees, which generally are calculated as a percentage of total revenues, increased $19 million, or 172.7%, for the ~~quarter, and increased $16 million, or 41.0%, year-to-date.~~quarter. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, increased $3$10 millionfor the quarter, ~~and $10 million year-to-date.~~due primarily to the improved operations at our resort properties.

Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance. Other property level expenses increased $5$6 million, or ~~6.5%~~7.7%, for the quarter due to increases in hotel sales and ~~decreased $1 million, or 0.4%, year-to-date~~.general excise taxes, and rent on a portion of our ground leases that are based on a percentage of sales. Other property-level expenses ~~also~~partially were ~~partially~~ offset by the receipt of operating profit guarantees received from Marriott under the transformational capital ~~program.~~program in both 2022 and 2021.

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

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

Interest expense. Interest expense decreased for the quarter ~~and year-to-date primarily~~ due to ~~refinancing~~the repayment of ~~senior notes and~~ the ~~make-whole premium paid to retire senior notes in~~revolver portion of the ~~third quarter of 2020.~~credit facility. The following table details our interest expense for the quarter ~~and year-to-date~~ (in millions):

Other gains (losses). Other gains increased $2$14 million for the quarter, ~~and decreased $9 million, or 69.2%, year-to-date. The decrease year-to-date is primarily due to~~representing the sale of ~~a parcel of land adjacent to The Phoenician hotel~~the Sheraton Boston Hotel in the ~~second~~first quarter of ~~2020, which resulted in a gain of approximately $12 million.~~2022.

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

Benefit for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations and the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the first quarter, ~~and year-to-date,~~ we recorded an income tax benefit of ~~$13~~$16 million, ~~and $81 million, respectively,~~ due primarily to the domestic net operating loss incurred by our TRS. Any domestic net operating loss incurred by our TRS in ~~2021~~2022 may be carried forward indefinitely, its use in future years being subject to a limit of 80% of annual taxable income. ~~Our TRS is~~ ~~expected to generate additional net operating losses in 2021.~~

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

The following tables set forth performance information for our hotels by geographic location for the quarter ~~and year-to-date~~ ended ~~September 30, 2021~~March 31, 2022 compared to ~~2020~~2021 and to 2019, respectively, to provide a comparison of hotel statistics in the current period to last year as well as pre-pandemic levels:


	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2020															As of March 31, 2022				Quarter ended March 31, 2022									Quarter ended March 31, 2019
Location	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR			No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
Miami																														2		1,033	$	733.63		70.9	%	$	520.02	$	819.53	$	462.17		85.4	%	$	394.58	$	599.20		31.8	%		36.8	%
Maui/Oahu		4		2,007	$	470.97		67.4	%	$	317.20	$	480.87	$	415.84		29.7	%	$	123.66	$	186.54		156.5	%		157.8	%		4		2,007		544.76		76.4			416.04		640.58		437.66		89.0			389.36		601.06		6.9			6.6
Jacksonville		1		446		506.77		57.8			293.02		587.76		405.40		42.8			173.66		356.40		68.7			64.9
Miami		3		1,276		472.94		57.4			271.38		424.17		370.39		35.3			130.64		211.54		107.7			100.5
Florida Gulf Coast		5		1,842		416.57		54.8			228.24		426.68		369.22		40.7			150.28		314.92		51.9			35.5			5		1,850		555.52		74.0			411.06		779.69		439.30		83.1			364.98		729.85		12.6			6.8
Phoenix		4		1,822		301.23		56.5			170.12		346.53		317.49		32.0			101.46		238.55		67.7			45.3			4		1,822		458.96		73.8			338.92		674.47		373.48		82.7			308.80		644.54		9.8			4.6
Jacksonville																														1		446		532.17		60.5			321.85		718.05		367.78		78.6			289.04		690.11		11.4			4.0
Orlando		2		2,448		398.72		27.3			108.98		196.25		347.84		21.5			74.64		159.82		46.0			22.8			2		2,448		458.86		58.1			266.55		488.36		318.30		79.1			251.68		511.48		5.9			(4.5	)
Los Angeles/ Orange County		5		2,119		190.62		53.1			101.25		138.42		204.60		33.9			69.42		100.22		45.9			38.1			3		1,067		287.84		64.9			186.70		266.13		259.82		82.9			215.39		334.75		(13.3	)		(20.5	)
Austin																														2		767		278.59		61.8			172.23		285.80		278.33		84.3			234.59		399.89		(26.6	)		(28.5	)
San Diego																														3		3,288		257.75		61.6			158.83		295.65		252.91		76.9			194.59		349.55		(18.4	)		(15.4	)
San Antonio																														2		1,512		188.39		67.3			126.82		197.62		196.01		77.4			151.75		229.98		(16.4	)		(14.1	)
Philadelphia		2		810		169.58		58.7			99.52		147.38		160.15		35.2			56.35		88.08		76.6			67.3			2		810		176.60		66.7			117.84		183.75		190.16		78.1			148.48		242.24		(20.6	)		(24.1	)
San Diego		3		3,288		218.39		45.3			98.85		155.68		234.30		26.4			61.82		120.05		59.9			29.7
Atlanta																														2		810		173.11		66.3			114.76		177.40		215.83		85.8			185.09		304.09		(38.0	)		(41.7	)
New Orleans																														1		1,333		203.99		55.9			113.96		167.80		209.79		81.6			171.18		249.87		(33.4	)		(32.8	)
Houston		4		1,716		140.32		59.7			83.73		113.03		145.80		35.9			52.30		76.89		60.1			47.0			5		1,942		179.90		60.9			109.60		149.28		182.60		75.8			138.36		201.04		(20.8	)		(25.7	)
Atlanta		4		1,682		170.45		48.0			81.83		111.31		171.23		34.7			59.48		91.63		37.6			21.5
New York																														2		2,486		258.15		41.4			106.99		152.56		258.82		71.9			186.02		305.05		(42.5	)		(50.0	)
Northern Virginia		3		1,252		161.62		44.3			71.60		107.52		187.00		26.7			50.00		79.88		43.2			34.6			2		916		198.70		52.8			104.94		148.86		221.89		72.2			160.11		258.83		(34.5	)		(42.5	)
San Antonio/ Austin		3		1,960		162.63		43.8			71.26		103.90		176.22		23.1			40.72		65.85		75.0			57.8
Washington, D.C. (CBD)		5		3,238		161.96		42.2			68.41		81.26		223.18		21.5			48.07		68.76		42.3			18.2			5		3,238		236.46		38.5			91.13		131.17		247.89		73.3			181.79		257.64		(49.9	)		(49.1	)
San Francisco/ San Jose																														6		4,162		197.28		45.0			88.73		138.45		311.75		78.2			243.92		340.35		(63.6	)		(59.3	)
Boston																														2		1,495		181.69		47.6			86.56		112.42		195.31		73.5			143.63		222.97		(39.7	)		(49.6	)
Denver		3		1,340		149.35		42.1			62.95		80.24		145.92		26.5			38.63		56.80		63.0			41.3			3		1,340		152.03		45.3			68.83		102.89		161.82		64.7			104.75		158.27		(34.3	)		(35.0	)
Chicago		4		1,816		168.03		37.4			62.92		77.59		134.05		25.0			33.45		45.13		88.1			71.9			4		1,816		156.81		40.1			62.93		84.05		148.27		60.4			89.50		128.94		(29.7	)		(34.8	)
New York		3		4,261		189.90		31.7			60.17		75.05		190.05		32.4			61.49		87.59		(2.1	)		(14.3	)
Seattle		2		1,315		188.47		27.8			52.43		63.79		191.36		20.4			38.98		55.62		34.5			14.7			2		1,315		174.78		35.4			61.83		87.48		194.12		77.4			150.15		203.91		(58.8	)		(57.1	)
New Orleans		1		1,333		128.95		37.6			48.51		65.71		176.44		30.6			54.04		78.28		(10.2	)		(16.1	)
San Francisco/ San Jose		7		4,530		153.68		31.5			48.40		62.82		266.39		25.5			67.87		98.41		(28.7	)		(36.2	)
Boston		3		2,715		180.00		25.7			46.18		56.54		173.40		19.3			33.48		50.97		37.9			10.9
Other		8		2,759		245.69		43.7			107.40		151.39		187.25		32.7			61.21		88.43		75.5			71.2			9		2,932		272.54		50.8			138.46		193.54		184.67		68.8			127.08		186.06		9.0			4.0
Domestic		79		45,975		240.30		42.5			102.15		156.04		235.37		28.5			67.02		111.88		52.4			39.5			73		40,835		311.06		55.2			171.62		283.53		272.38		76.6			208.68		344.39		(17.8	)		(17.7	)

International		5		1,499		85.10		28.0			23.85		34.15		119.06		24.3			28.94		43.76		(17.6	)		(22.0	)		5		1,499		98.95		39.5			39.12		57.86		143.88		67.6			97.32		140.81		(59.8	)		(58.9	)
All Locations - Constant US$		84		47,474		237.03		42.1			99.68		152.19		232.21		28.3			65.82		109.72		51.5			38.7

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2020
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
International		5		1,499	$	85.10		28.0	%	$	23.85	$	34.15	$	121.49		24.3	%	$	29.53	$	44.01		(19.3	)%		(22.4	)%
Domestic		79		45,975		240.30		42.5			102.15		156.04		235.37		28.5			67.02		111.88		52.4			39.5
All Locations		84		47,474		237.03		42.1			99.68		152.19		232.27		28.3			65.84		109.73		51.4			38.7			78		42,334		305.63		54.6			166.93		275.55		268.31		76.3			204.70		337.11		(18.5	)		(18.3	)

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 61%, 35%, and 4%, respectively, of our full year 2019 room sales. The information below is derived from business mix data for the 8478 hotels that we owned as of ~~September 30, 2021.~~March 31, 2022, excluding hotels that were held-for-sale. For additional detail on our business mix, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10‑K.

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

Liquidity and Capital Resources of Host Inc. and Host L.P. The liquidity and capital resources of Host Inc. and Host L.P. are derived primarily from the activities of Host L.P., which generates the capital required by our business from hotel operations, the incurrence of debt, the issuance of OP units or the sale of hotels. Host Inc. is a REIT and its only significant asset is the ownership of general and limited partner interests of Host L.P.; therefore, its financing and investing activities are conducted through Host L.P., except for the issuance of its common and preferred stock. Proceeds from common and preferred stock issuances by Host Inc. are contributed to Host L.P. in exchange for common and preferred OP units. Additionally, funds used by Host Inc. to pay dividends or to repurchase its stock are provided by Host L.P. Therefore, while we have noted those areas in which it is important to distinguish between Host Inc. and Host L.P., we have not included a separate discussion of liquidity and capital resources as the discussion below applies to both Host Inc. and Host L.P.

Overview. We look to maintain a capital structure and liquidity profile with an appropriate balance of cash, debt, and equity to provide financial flexibility given the inherent volatility of the lodging industry. We believe this strategy has resulted in a ~~lower~~better cost of debt capital, allowing us to complete opportunistic investments and acquisitions and it positions us to manage potential declines in operations throughout the lodging cycle. We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of hotels that are encumbered by mortgage debt. Currently, ~~none~~only one of our consolidated hotels ~~are~~is encumbered by mortgage debt. Over the past several years leading up to the COVID-19 pandemic, we had decreased our leverage as measured by our net debt-to-EBITDA ratio and reduced our debt service obligations, leading to an increase in our fixed charge coverage ratio. As a result, we were well positioned at the onset of the COVID-19 pandemic with sufficient liquidity and financial flexibility to withstand the severe slowdown in U.S. economic activity and lodging demand brought on by the pandemic.As the financial impact of the COVID-19 pandemic and its duration remain uncertain, we believe these actions will provide us with financial flexibility until the pandemic subsides and lodging demand recovers.

~~Under the current challenging operating environment posed by the COVID-19 pandemic, we~~As hotel operations have ~~taken steps~~returned to preserve liquidity by working with our hotel operators to reduce operating costs at our hotels, closely monitoring our capital expenditures levels, and suspending our quarterly dividend and stock repurchases. Along with improving operating cash ~~flows during the third quarter,~~flow positive, we believe that we have sufficient liquidity to fund ~~negative operations at certain of our hotels,~~ corporate expenses, capital expenditures, hotel acquisitions and ~~hotel acquisitions. We used approximately $1.2 billion of cash to fund the acquisition of five properties year-to-date~~remaining hotels with negative operations and ~~subsequent to quarter end, we sold five properties for a sales price of approximately $551 million, including $11 million for the FF&E replacement funds.~~have reinstated our quarterly dividend. ~~Additionally, we accessed our “at-the-market” equity program, discussed below, to issue approximately 7.8 million shares of our common stock during the second quarter for net proceeds of~~ ~~approximately $138 million. No shares were issued in the third quarter.~~ We remain well positioned to execute additional transactions to the extent opportunities arise.

Cash Requirements. We use cash for acquisitions, capital expenditures, debt payments, operating costs, and corporate and other expenses, as well as for dividends and distributions to stockholders and to OP unitholders, respectively, and stock and OP unit repurchases. We have no significant debt maturities until ~~2023.~~2024. As a REIT, Host Inc. is required to distribute to its stockholders at least 90% of its taxable income, excluding net capital gain, on an annual basis. As part of our COVID-19 pandemic response, our regular quarterly common cash dividend is currently suspended and we are restricted from repurchasing stock or OP Units under the terms of our credit facility amendments.

Capital Resources. As of ~~September 30, 2021,~~March 31, 2022, we had ~~$1,038~~$266 million of cash and cash equivalents, ~~and $138~~$163 million in our FF&E escrow ~~reserves. We have substantially utilized the~~reserves and $1.5 billion available under the revolver ~~under~~portion of our credit facility. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

~~On May 6, 2021, we entered into~~We currently have a distribution agreement in place with J. P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents,various investment banks, through which Host Inc. may issue and sell, from ~~time to time,~~time-to-time, shares of its common stock having an aggregate offering price of up to $600 million. The shares can be offered and sold through sales agents in transactions that are deemed to be “at the market” offerings at then-current market prices. We are not obligated to issue any shares and may do so when we believe conditions are advantageous and there is a compelling use of proceeds, including to fund future ~~potential acquisitions or other investment opportunities generated by~~acquisitions. No shares were issued in the ~~COVID-19 pandemic.~~first quarter of 2022. As of ~~September 30, 2021,~~March 31, 2022, there was $460 million of remaining capacity under the agreement.

~~While~~Additionally, we currently have $371 million available under our share repurchase ~~program, additional share repurchases are currently restricted under the terms of the credit facility amendments.~~ program. T~~There~~here have been no share repurchases during ~~2021 year-to-date and~~ ~~we do not anticipate additional share repurchases during the remainder of 2021.~~2022.

Given the total amount of our debt and our maturity schedule, we may continue to redeem or repurchase senior notes from time to time, taking advantage of favorable market conditions. In February 2021, Host Inc.’s Board of Directors authorized repurchases of up to $1.0 billion of senior notes other than in accordance with their respective terms, of which the entire amount remains available under this authority. We may purchase senior notes with cash through open market purchases, privately negotiated transactions, a tender offer, or through the early redemption of such securities pursuant to their terms. Repurchases of debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the accelerated expensing of previously deferred and capitalized financing costs. Accordingly, considering our priorities in managing our capital structure and liquidity profile, and given prevailing conditions and relative pricing in the capital markets, we may, at any time, subject to applicable securities laws and the requirements under our credit facility and senior notes, be considering, or be in discussions with

respect to, the repurchase or issuance of exchangeable debentures and/or senior notes or the repurchase or sale of our common stock. Any such transactions may, subject to applicable securities laws, occur simultaneously.

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

Sources and Uses of Cash. Our sources of cash generally include cash from operations, proceeds from debt and equity issuances, and proceeds from hotel sales. Uses of cash include acquisitions, capital expenditures, operating costs, debt repayments, and repurchases of shares and distributions to equity holders. We do not anticipate significant cash from operations in 2021, however, we have significant available cash and also have access to debt and stock issuances and property dispositions as alternative sources of cash.

Cash Provided by/Used in Operating Activities. ~~Year-to-date in 2021,~~In the first quarter of 2022, net cash provided by operating activities was ~~$78~~$261 million compared to net cash used in operating activities of ~~$164~~$49 million for ~~year-to-date 2020.~~2021. Cash provided by operating activities in ~~2021~~2022 was driven by improved operations at our hotels compared to ~~2020.~~2021. Cash used in operating activities in ~~2020~~2021 was primarily to fund operating shortfalls at certain of our hotels.

Cash Used in Investing Activities. Net cash used in investing activities was ~~$1,502~~$92 million during ~~year-to-date 2021~~the first quarter of 2022 compared to ~~$349~~$275 million for ~~year-to-date 2020.~~2021. Cash used in investing activities during ~~year-to-date~~the first quarter of 2022 primarily related to $122 million of capital expenditures and an investment in a joint venture. Cash used in investing activities during the first quarter of 2021 primarily ~~was due~~related to ~~$293~~$93 million of capital expenditures and the acquisition of ~~five hotels and two golf courses.~~one hotel. Cash ~~used in~~provided by investing activities ~~during year-to-date 2020 primarily was due to $384 million~~in 2022 includes the sale of ~~capital expenditures.~~one hotel.

The following ~~table summarizes~~tables summarize significant ~~acquisitions~~acquisitions/return of investments in affiliates and dispositions that have been completed as of ~~November 2, 2021:~~May 4, 2022:

Cash ~~Provided by~~Used in Financing Activities. For ~~year-to-date 2021,~~the first quarter of 2022, net cash ~~provided by~~used in financing activities was ~~$127~~$693 million compared to ~~$1,337~~$11 million for the first ~~three quarters~~quarter of ~~2020.~~2021. Cash ~~provided by~~used in financing activities in year-to-date 2021 included net proceeds of $138 million from common stock issuances, while the year-to-date 2020 consisted of the issuance of $750 million of 3.5% Series I senior notes and a draw on the credit facility. Cash used in the first three quarters of 20202022 included the repayment of ~~a portion of~~ the Series C senior notes with a portion of the proceeds of the issuance of the Series I senior notes, the redemption of preferred OP units, stock repurchases and dividend payments and distributions, prior to their suspension later in 2020.credit facility revolver.

As of ~~September 30, 2021,~~March 31, 2022, our total debt was ~~$5.5~~$4.2 billion, with a weighted average interest rate of ~~3.0%~~3.4% and a weighted average maturity of ~~4.2~~5.3 years. Additionally, ~~55%~~76% of our debt has a fixed rate of interest and ~~none~~only one of our consolidated hotels ~~are~~is encumbered by mortgage debt.

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

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

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

At ~~September 30, 2021,~~March 31, 2022, the following table summarizes the results of the financial tests required by the credit facility, which are calculated on a trailing twelve month basis, for informational purposes only, as the ~~covenants~~covenant levels are currently ~~are not~~calculated using the phase in ~~effect under~~period and the ~~Amendment:~~modified covenant levels described above:

(1) If, at any time, our leverage ratio is ~~below~~above 7.0x, our minimum unsecured interest coverage ratio will ~~increase~~decrease to ~~1.75x.~~1.50x.

~~The~~At March 31, 2022, the following table summarizes the results of the financial tests required ~~upon exiting the Covenant Relief Period~~ under the ~~Amendment as of September 30, 2021. The fixed charge coverage ratio calculated below utilizes~~credit facility utilizing annualized third and fourth quarter 2021 and first quarter 2022 results applicable for the phase-in period in(in contrast to the ~~ratio~~ratios calculated above, which isare based on the trailing twelve ~~months:~~months) and using the modified covenant levels set forth in the Amendments and as described above:

37(1) If, at any time, our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio will decrease to 1.50x.

The following table summarizes the results of the financial tests required by the indentures for our senior notes and our actual credit ratios as of ~~September 30, 2021:~~March 31, 2022:

As of September 30, 2021, we have met the minimum financial covenant levels under our senior notes indentures, which reinstates our ability to incur additional debt so long as we maintain these covenant levels and subject to the provisions of our credit facility and senior notes indentures. Because we are just above the minimum required EBITDA-to-interest coverage ratio as of quarter end, our ability to use debt as a financing source remains limited at this time.

For additional details on our credit facility and senior notes, including the terms of the Amendments, see our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. Funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. As of ~~September 30, 2021,~~March 31, 2022, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each Host L.P. common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock based on the conversion ratio. The conversion ratio is 1.021494 shares of Host Inc. common stock for each Host L.P. common OP unit. Under the credit facility, as amended, all redemptions must be made with Host Inc. common stock ~~until~~if Host L.P.’s leverage ratio ~~is below 7.25x.~~exceeds 7.25x calculated using the prior twelve-month result.

Investors should consider the non-controlling interests in the Host L.P. common OP units when analyzing dividend payments by Host Inc. to its stockholders, as these Host L.P. common OP unitholders share ~~on a pro rata basis,~~ in cash distributed by Host L.P. to all of its common OP ~~unitholders.~~unitholders, on a pro rata basis. For example, if Host Inc. paid a $1 per share dividend on its common stock, it would be based on the payment of a $1.021494 per common OP unit distribution by Host L.P. to Host Inc., as well as to the other unaffiliated Host L.P. common OP unitholders.

Host Inc.’s policy on common dividends generally is to distribute, over time, 100% of its taxable income, which primarily is dependent on Host Inc.’s results of operations, as well as tax gains and losses on hotel sales. ~~As part~~On February 16, 2022, Host Inc.'s Board of ~~our response to the COVID-19 pandemic and in order to preserve cash and future financial flexibility, we have suspended our~~Directors announced a regular quarterly cash dividend of $0.03 on Host Inc.'s common stock. The dividend was paid on April 15, 2022 to stockholders of record on March 31, 2022. Subsequent to quarter end, on May 4, 2022, the Board of Directors announced a regular quarterly cash ~~dividend.~~dividend of $0.06 per share on our common stock. The dividend will be paid on July 15, 2022 to stockholders of record on June 30, 2022. All future dividends are subject to Board approval.

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe that the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that we believe are reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

To facilitate a quarter-to-quarter comparison of our operations, we typically present certain operating statistics (i.e., Total RevPAR, RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in this presentation on a comparable hotel basis in order to enable our investors to better evaluate our operating performance (discussed in “Hotel Property Level Operating Results” below). However, due to the COVID-19 pandemic and its effects on operations, there is little comparability between periods. For this reason, we temporarily suspended our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting results on a pro forma basis, including the following adjustments: (1) operating results are

presented for all consolidated hotels owned as of ~~September 30, 2021,~~March 31, 2022, but do not include the results of operations for properties sold ~~through~~or held-for-sale at the reporting date; and (2) operating results for acquisitions as of ~~September 30, 2021~~March 31, 2022 are reflected for full calendar years,

to include results for periods prior to our ownership. For these hotels, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. At March 31, 2022, the Sheraton New York Times Square Hotel and YVE Hotel Miami are classified as held-for-sale. Therefore, the results of these hotels are excluded from all owned hotel pro forma operating statistics and results.

Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. ~~For comparative purposes, we also present the RevPAR~~Therefore, hotel statistics and results for the prior year assuming the results of our foreign operations were translated using the same exchange rates that were effective for the comparable periods in the current year, thereby eliminating the effect of currency fluctuation for the year-over-year comparisons. We believe this presentation is useful to investors as it provides clarity with respect to the change in RevPAR in the local currency of the hotel consistent with the manner in which we would evaluate our domestic portfolio. However, the estimated effect of changes in foreign currency has been reflected in the results of net income (loss), EBITDA, Adjusted EBITDAre~~, diluted earnings (loss) per common share and Adjusted FFO per diluted share. Nominal US$ results~~non-U.S. properties include the effect of currency fluctuations, consistent with our financial statement presentation.

We use certain “non-GAAP financial measures,” which are measures of our historical or future financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. These measures include the following:

The ~~following~~ discussion below defines these measures and presents why we believe they are useful supplemental measures of our performance.

Set forth below for each such non-GAAP financial measure is a reconciliation of the measure with the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable thereto. We also have included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 further explanations of the adjustments being made, a statement disclosing the reasons why we believe the presentation of each of the non-GAAP financial measures provide useful information to investors regarding our financial condition and results of operations, the additional purposes for which we use the non-GAAP financial measures and limitations on their use.

EBITDA is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners ~~that~~who are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for ~~our~~ compensation programs.

We present EBITDAre in accordance with NAREIT guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate,” to provide an additional performance measure to facilitate the evaluation and comparison of our results with other REITs. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment expense offor depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s understanding of our operating performance. Adjusted EBITDAre also is similar to ~~the measure~~what is used ~~to calculate~~in calculating certain credit ratios for our credit facility and senior notes. We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre:

In unusual circumstances, we also may adjust EBITDAre for gains or losses that management believes are not representative of the Company’s current operating performance. The last adjustment of this nature was a 2013 exclusion of a gain from an eminent domain claim.

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

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

(1) ~~Net loss, EBITDA, EBITDA~~re~~, Adjusted EBITDA~~re~~, NAREIT FFO and Adjusted FFO for the year-to-date ended September 30, 2020 include a gain of $12 million from~~Reflects the sale of ~~land adjacent to The Phoenician~~one hotel ~~and a loss of $14 million related to inventory impairment expense recorded by our Maui timeshare joint venture, reflected through equity~~ in ~~(earnings) losses of affiliates.~~2022.

(2) ~~Pro rata EBITDA~~re of equity investments and pro rata FFO of equity investments for year-to-date ended September 30, 2021 include a realized gain of approximately $3 million related to equity securities held by one of our unconsolidated partnerships, Fifth Wall Ventures, L.P. Unrealized gains of our unconsolidated investments are not recognized in our EBITDAre, Adjusted EBITDAre, NAREIT FFO or Adjusted FFO until they have been realized by the unconsolidated partnership.

We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. Effective January 1, 2019, we adopted NAREIT’s definition of FFO included in NAREIT’s Funds From Operations White Paper – 2018 Restatement. NAREIT defines FFO as net income (calculated in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment expense of certain real estate assets and investments and adjustments for consolidated partially-owned entities and unconsolidated affiliates. Adjustments for consolidated partially-owned entities and unconsolidated affiliates are calculated to reflect our pro rata share of the FFO of those entities on the same basis.

We also present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of diluted earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share:

In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not representative of our current operating performance. For example, in 2017, as a result of the reduction of the U.S. federal corporate income tax rate from 35% to 21% by the Tax Cuts and Jobs Act, we remeasured our domestic deferred tax assets as of December 31, 2017 and recorded a one-time adjustment to reduce our deferred tax assets and to increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our on-going operating performance and, therefore, we excluded this item from Adjusted FFO.

The following table provides a reconciliation of the differences between our non-GAAP financial measures, NAREIT FFO and Adjusted FFO (separately and on a per diluted share basis), and net income (loss), the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:

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

(3) Diluted loss per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for securities if they are anti-dilutive.

We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a hotel-level pro forma basis as supplemental information for our investors. Our hotel results reflect the operating results of our hotels as discussed in “All Owned Hotel Pro Forma Operating Statistics and Results” above. We present all owned hotel pro forma EBITDA to help us and our investors evaluate the ongoing operating performance of our hotels after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization expense). Corporate-level costs and expenses also are removed to arrive at property-level results. We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our hotels. All owned hotel pro forma results are presented both by location and for our properties in the aggregate. While severance expense is not uncommon at the individual property level in the normal course of business, we eliminate from our hotel level operating results severance costs related to broad-based and significant property-level reconfiguration that is not considered to be within the normal course of business, as we believe this elimination provides useful supplemental information that is beneficial to an investor’s understanding of our ongoing operating

performance. We also eliminate depreciation and amortization expense because, even though depreciation and amortization expense are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values historically

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

Because of the elimination of corporate-level costs and expenses, gains or losses on disposition, certain severance expenses and depreciation and amortization expense, the hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.

While management believes that presentation of all owned hotel results is a supplemental measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of our hotels, as these decisions are based on data for individual hotels and are not based on all owned hotel results in the aggregate. For these reasons, we believe all owned hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.

The following tables present certain operating results and statistics for our hotels for the periods presented herein and a reconciliation of the differences between all owned hotel pro forma EBITDA, a non-GAAP financial measure, and net income (loss), the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable. Similar reconciliations of the differences between (i) hotel revenues and (ii) our revenues as calculated and presented in accordance with GAAP (each of which is used in the applicable margin calculation), and between (iii) hotel expenses and (iv) operating costs and expenses as calculated and presented in accordance with GAAP, also are included in the reconciliation:

(1) Profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP profit margins are calculated using amounts presented in the unaudited condensed consolidated statements of operations. Hotel margins are calculated using amounts presented in the above tables.

(2) Pro forma adjustments represent the following items: (i) the elimination of results of operations of hotels sold or held-for-sale as of ~~September 30, 2021,~~March 31, 2022, which operations are included in our unaudited condensed consolidated statements of operations as continuing operations, and (ii) the addition of results for periods prior to our ownership for hotels acquired as of ~~September 30, 2021.~~March 31, 2022. All ~~Owned Hotel Pro Forma~~owned hotel pro forma results also ~~includes~~include the results of our leased office buildings and other non-hotel revenue and expense items.

(3) ~~All Owned Hotel Pro Forma EBITDA excludes the Laura Hotel, the luxury downtown Houston hotel acquired in July 2021, as it was closed for the entirety of the quarter. Additionally, the~~The AC Hotel Scottsdale North is a new development hotel that opened in January 2021 and The Laura Hotel in Houston re-opened under new management in November 2021. Therefore, ~~there were no operations for the hotel prior to January 2021 and~~ no adjustments were made for ~~pro forma~~ results of ~~the hotel~~these hotels for periods prior to ~~its opening. Results for the five hotels sold subsequent to quarter end are included, as they were owned for the entirety of the periods presented.~~their openings.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020, 55%~~2021, 76% and 66%, respectively, of our outstanding debt bore interest at fixed rates. To manage interest rate risk applicable to our debt, we may enter into interest rate swaps or caps. The interest rate derivatives into which we may enter are strictly to hedge interest rate risk, and are not for trading purposes. ~~The percentages above reflect the effect~~As of ~~any derivatives into which~~March 31, 2022, we do not have ~~entered to manage~~any interest rate ~~risk. No interest rate hedging transactions were entered into during the first three quarters of 2021.~~derivatives outstanding. See Item 7A of our most recent Annual Report on Form 10–K.

As we have operations outside of the United States (specifically, the ownership of hotels in Brazil and Canada and a minority investment in a joint venture in India), currency exchange risks arise in the normal course of our business. To manage the currency exchange risk, we may enter into forward or option contracts or hedge our investment through the issuance of foreign currency denominated debt. During the ~~third~~first quarter of ~~2021, one~~2022, three foreign currency forward purchase ~~contract~~contracts matured, with a total notional amount of CAD 2599 million ($2079 million), and we ~~paid~~received $0.2 million in the aggregate upon ~~settlement. In replacement~~settlement of these contracts. To replace the maturing ~~contract,~~contracts, we entered into athree new ~~foreign currency forward purchase contract, with a total notional amount of CAD 25 million ($20 million), that matures in February 2022. We have two other~~ foreign currency forward purchase contracts with a total notional amount of CAD 7499 million ($5979 million), ~~that~~which contracts mature ~~in March~~between August and September 2022. The foreign currency exchange agreements into which we have entered are strictly to hedge foreign currency risk and are not for trading purposes.

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

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

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

On ~~July 26, 2021,~~January 20, 2022, Host ~~Inc.~~L.P. issued ~~28,030 shares of common stock~~OP Units to the ~~Nicholas J. Schreiber 2019 Trust~~entities and in ~~exchange~~the amounts listed below as part of the consideration for ~~27,441 OP units of~~ Host L.P. ~~held by the trust.~~’s investment in Noble Investment Group. All ~~shares~~units were issued ~~pursuant to~~in reliance upon the ~~private placement~~ exemption from registration ~~provided by~~under Section 4(2) of the Securities ~~Act. The number~~Act of ~~shares issued was based~~1933, as amended. See Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information on ~~the current conversion factor of 1.021494 common shares per~~this investment.

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

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

Accordingly, these representation and warranties may not describe the actual state of affairs as the date they were made or at any other time.

The exhibits listed on the accompanying Exhibit Index are filed as part of this report and such Exhibit Index is incorporated herein by reference.

The following materials, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021, ~~and 2020,~~ respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter ended March 31, 2022 and 2021,

~~Year-to-date ended September 30, 2021 and 2020,~~ respectively, for Host Hotels & Resorts, Inc.; (iv) the Condensed Consolidated Statements of Cash Flows for the ~~Year-to-date~~Quarter ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, for Host Hotels & Resorts, Inc.; (v) the Condensed Consolidated Statements of Operations for the Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021, ~~and 2020,~~ respectively, for Host Hotels & Resorts, L.P.; (vi) the Condensed Consolidated Balance Sheets at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, for Host Hotels & Resorts, L.P.; (vii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021, ~~and 2020,~~ respectively, for Host Hotels & Resorts, L.P.; (viii) the Condensed Consolidated Statements of Cash Flows for the ~~Year-to-date~~Quarter ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, for Host Hotels & Resorts, L.P.; and (ix) Notes to Condensed Consolidated Financial Statements.

† 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


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

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


	Title of each class	Trading Symbol	Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.	Common Stock, ~~$.01~~$0.01 par value	HST	The Nasdaq Stock Market LLC
Host Hotels & Resorts, L.P.	None	None	None


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


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


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

Host Hotels & Resorts, L.P.
Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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


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

	Condensed Consolidated Balance Sheets - ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	1

	Condensed Consolidated Statements of Operations (unaudited) - Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021 ~~and 2020~~	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021 ~~and 2020~~	3

	Condensed Consolidated Statements of Cash Flows (unaudited) -~~Year-to-date~~Quarter ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4

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

	Condensed Consolidated Balance Sheets - ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	6

	Condensed Consolidated Statements of Operations (unaudited) - Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021 ~~and 2020~~	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter ended March 31, 2022 and ~~Year-to-date ended September 30,~~ 2021 ~~and 2020~~	8

	Condensed Consolidated Statements of Cash Flows (unaudited) - ~~Year-to-date~~Quarter ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2120

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4640

Item 4.	Controls and Procedures	4740

	PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4841

Item 6.	Exhibits	4942


		September 30, 2021			December 31, 2020				March 31, 2022			December 31, 2021
		(unaudited)							unaudited
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	10,124		$	9,416			$	9,596		$	9,994
Right-of-use assets			559			597				563			551
Assets held for sale			280			—				411			270
Due from managers			58			22				125			113
Advances to and investments in affiliates			62			21				143			42
Furniture, fixtures and equipment replacement fund			138			139				163			144
Other			453			360				562			431
Cash and cash equivalents			1,038			2,335				266			807
Total assets		$	12,712		$	12,890			$	11,829		$	12,352

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY							LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes		$	3,068		$	3,065			$	3,111		$	3,109
Credit facility, including the term loans of $997			2,472			2,471				991			1,673
Other debt			5			5
Mortgage and other debt										108			109
Total debt			5,545			5,541				4,210			4,891
Lease liabilities			572			610				575			564
Accounts payable and accrued expenses			91			71				97			85
Due to managers			55			64				47			42
Liabilities held for sale			37			—
Other			167			170				172			198
Total liabilities			6,467			6,456				5,101			5,780

Redeemable non-controlling interests - Host Hotels & Resorts, L.P.			119			108				203			126

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 714.0 million shares and 705.4 million shares issued and outstanding, respectively			7			7
Common stock, par value $.01, 1,050 million shares authorized, 714.8 million shares and 714.1 million shares issued and outstanding, respectively										7			7
Additional paid-in capital			7,700			7,568				7,680			7,702
Accumulated other comprehensive loss			(75	)		(74	)			(69	)		(76	)
Deficit			(1,511	)		(1,180	)			(1,098	)		(1,192	)
Total equity of Host Hotels & Resorts, Inc. stockholders			6,121			6,321				6,520			6,441
Non-redeemable non-controlling interests—other consolidated partnerships			5			5				5			5
Total equity			6,126			6,326				6,525			6,446
Total liabilities, non-controlling interests and equity		$	12,712		$	12,890			$	11,829		$	12,352


	September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021
Cash and cash equivalents	$	1,038	$	2,430	$	266	$	2,008
Restricted cash (included in other assets)		3		—		1		2
Cash included in furniture, fixtures and equipment replacement fund		138		138		163		131
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	1,179	$	2,568	$	430	$	2,141


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


	As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2020
Location	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
Maui/Oahu		4		2,007	$	514.34		82.8	%	$	425.86	$	635.28	$	172.74		11.3	%	$	19.47	$	25.42		2,087.7	%		2,399.1	%
Jacksonville		1		446		465.60		68.7			319.90		683.35		419.23		43.3			181.67		383.23		76.1			78.3
Miami		3		1,276		364.54		55.2			201.40		333.79		209.34		26.8			56.08		98.65		259.1			238.3
Florida Gulf Coast		5		1,842		314.16		45.2			141.93		286.62		288.56		33.7			97.38		194.67		45.7			47.2
Phoenix		4		1,822		245.88		57.7			141.92		321.83		201.12		22.0			44.33		110.66		220.1			190.8
Orlando		2		2,448		332.90		37.4			124.35		228.19		433.28		7.0			30.40		63.13		309.1			261.5
Los Angeles/ Orange County		5		2,119		218.60		71.1			155.40		216.04		182.68		26.4			48.15		62.24		222.8			247.1
Philadelphia		2		810		191.85		79.1			151.74		223.07		147.01		32.2			47.36		68.09		220.4			227.6
San Diego		3		3,288		247.61		72.1			178.55		281.14		203.85		15.6		��	31.78		52.66		461.8			433.9
Houston		4		1,716		149.60		66.6			99.67		133.88		105.12		32.4			34.07		47.93		192.5			179.3
Atlanta		4		1,682		178.31		56.6			100.94		142.30		139.03		31.6			43.89		60.57		130.0			134.9
Northern Virginia		3		1,252		169.41		60.6			102.70		156.44		157.90		19.7			31.11		43.91		230.1			256.3
San Antonio/ Austin		3		1,960		181.37		56.1			101.79		152.09		130.06		15.4			20.04		28.10		408.0			441.3
Washington, D.C. (CBD)		5		3,238		185.06		37.1			68.65		96.94		163.25		6.3			10.22		12.42		571.6			680.6
Denver		3		1,340		169.25		65.4			110.75		141.64		122.10		21.5			26.24		34.58		322.0			309.6
Chicago		4		1,816		191.01		62.4			119.27		149.38		124.78		17.6			21.95		26.96		443.2			454.1
New York		3		4,261		217.90		46.2			100.72		130.88		187.37		11.0			20.70		23.16		386.5			465.2
Seattle		2		1,315		202.49		53.5			108.25		130.03		172.32		6.1			10.48		12.33		932.5			954.7
New Orleans		1		1,333		136.76		54.3			74.30		91.66		112.64		26.6			30.00		35.57		147.7			157.7
San Francisco/ San Jose		7		4,530		163.42		50.0			81.72		104.30		165.35		13.1			21.59		27.13		278.4			284.5
Boston		3		2,715		204.56		48.1			98.46		117.58		135.30		4.9			6.62		9.43		1,387.8			1,146.4
Other		8		2,759		252.92		53.8			136.07		189.18		198.70		26.0			51.63		73.67		163.6			156.8
Domestic		79		45,975		236.65		55.7			131.82		199.00		184.34		17.6			32.40		51.32		306.8			287.7

International		5		1,499		90.99		51.4			46.77		66.43		93.15		11.3			10.56		14.14		342.8			369.8
All Locations - Constant US$		84		47,474		232.40		55.6			129.14		194.82		182.46		17.4			31.71		50.15		307.3			288.5

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2020
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
International		5		1,499	$	90.99		51.4	%	$	46.77	$	66.43	$	88.93		11.3	%	$	10.08	$	13.50		363.8	%		392.0	%
Domestic		79		45,975		236.65		55.7			131.82		199.00		184.34		17.6			32.40		51.32		306.8			287.7
All Locations		84		47,474		232.40		55.6			129.14		194.82		182.37		17.4			31.69		50.13		307.5			288.7


	As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2019
Location	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
Maui/Oahu		4		2,007	$	514.34		82.8	%	$	425.86	$	635.28	$	385.51		91.5	%	$	352.78	$	554.15		20.7	%		14.6	%
Jacksonville		1		446		465.60		68.7			319.90		683.35		363.69		69.0			251.05		516.90		27.4			32.2
Miami		3		1,276		364.54		55.2			201.40		333.79		235.65		73.9			174.18		294.09		15.6			13.5
Florida Gulf Coast		5		1,842		314.16		45.2			141.93		286.62		242.93		61.6			149.63		302.07		(5.1	)		(5.1	)
Phoenix		4		1,822		245.88		57.7			141.92		321.83		197.07		57.9			114.19		287.59		24.3			11.9
Orlando		2		2,448		332.90		37.4			124.35		228.19		250.13		61.0			152.55		315.38		(18.5	)		(27.6	)
Los Angeles/ Orange County		5		2,119		218.60		71.1			155.40		216.04		229.84		86.3			198.43		289.80		(21.7	)		(25.5	)
Philadelphia		2		810		191.85		79.1			151.74		223.07		207.13		88.2			182.60		295.52		(16.9	)		(24.5	)
San Diego		3		3,288		247.61		72.1			178.55		281.14		256.92		83.5			214.41		372.78		(16.7	)		(24.6	)
Houston		4		1,716		149.60		66.6			99.67		133.88		170.32		67.0			114.07		159.84		(12.6	)		(16.2	)
Atlanta		4		1,682		178.31		56.6			100.94		142.30		168.37		85.6			144.09		219.82		(29.9	)		(35.3	)
Northern Virginia		3		1,252		169.41		60.6			102.70		156.44		199.70		72.7			145.09		217.46		(29.2	)		(28.1	)
San Antonio/ Austin		3		1,960		181.37		56.1			101.79		152.09		171.99		70.8			121.83		182.42		(16.4	)		(16.6	)
Washington, D.C. (CBD)		5		3,238		185.06		37.1			68.65		96.94		211.15		84.4			178.19		254.63		(61.5	)		(61.9	)
Denver		3		1,340		169.25		65.4			110.75		141.64		184.28		84.5			155.64		218.16		(28.8	)		(35.1	)
Chicago		4		1,816		191.01		62.4			119.27		149.38		220.91		85.5			188.78		264.29		(36.8	)		(43.5	)
New York		3		4,261		217.90		46.2			100.72		130.88		271.11		92.0			249.40		341.59		(59.6	)		(61.7	)
Seattle		2		1,315		202.49		53.5			108.25		130.03		260.45		90.2			234.96		291.64		(53.9	)		(55.4	)
New Orleans		1		1,333		136.76		54.3			74.30		91.66		156.82		77.0			120.78		175.05		(38.5	)		(47.6	)
San Francisco/ San Jose		7		4,530		163.42		50.0			81.72		104.30		266.18		84.2			224.20		301.99		(63.6	)		(65.5	)
Boston		3		2,715		204.56		48.1			98.46		117.58		243.00		91.1			221.28		291.41		(55.5	)		(59.6	)
Other		8		2,759		252.92		53.8			136.07		189.18		199.21		80.2			159.70		245.36		(14.8	)		(22.9	)
Domestic		79		45,975		236.65		55.7			131.82		199.00		236.51		80.5			190.47		291.96		(30.8	)		(31.8	)

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

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Quarter ended September 30, 2021									Quarter ended September 30, 2019
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
International		5		1,499	$	90.99		51.4	%	$	46.77	$	66.43	$	159.14		75.9	%	$	120.86	$	166.88		(61.3	)%		(60.2	)%
Domestic		79		45,975		236.65		55.7			131.82		199.00		236.51		80.5			190.47		291.96		(30.8	)		(31.8	)
All Locations		84		47,474		232.40		55.6			129.14		194.82		234.20		80.4			188.26		288.00		(31.4	)		(32.4	)


	As of March 31, 2022				Quarter ended March 31, 2022									Quarter ended March 31, 2021
Location	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
Miami		2		1,033	$	733.63		70.9	%	$	520.02	$	819.53	$	667.52		54.4	%	$	363.25	$	558.76		43.2	%		46.7	%
Maui/Oahu		4		2,007		544.76		76.4			416.04		640.58		404.89		40.0			162.15		257.24		156.6			149.0
Florida Gulf Coast		5		1,850		555.52		74.0			411.06		779.69		521.91		52.8			275.67		489.52		49.1			59.3
Phoenix		4		1,822		458.96		73.8			338.92		674.47		355.31		49.9			177.15		335.19		91.3			101.2
Jacksonville		1		446		532.17		60.5			321.85		718.05		484.86		35.5			171.97		345.82		87.2			107.6
Orlando		2		2,448		458.86		58.1			266.55		488.36		497.39		17.4			86.51		155.07		208.1			214.9
Los Angeles/ Orange County		3		1,067		287.84		64.9			186.70		266.13		197.29		21.7			42.81		58.31		336.1			356.4
Austin		2		767		278.59		61.8			172.23		285.80		144.70		40.5			58.58		94.12		194.0			203.7
San Diego		3		3,288		257.75		61.6			158.83		295.65		156.29		17.1			26.69		48.42		495.2			510.6
San Antonio		2		1,512		188.39		67.3			126.82		197.62		126.00		27.1			34.11		48.10		271.8			310.9
Philadelphia		2		810		176.60		66.7			117.84		183.75		135.04		36.9			49.89		70.10		136.2			162.1
Atlanta		2		810		173.11		66.3			114.76		177.40		134.42		43.1			57.96		74.95		98.0			136.7
New Orleans		1		1,333		203.99		55.9			113.96		167.80		107.71		13.3			14.30		27.41		697.0			512.3
Houston		5		1,942		179.90		60.9			109.60		149.28		125.89		50.9			64.05		86.95		71.1			71.7
New York		2		2,486		258.15		41.4			106.99		152.56		147.04		19.6			28.87		36.81		270.6			314.5
Northern Virginia		2		916		198.70		52.8			104.94		148.86		161.02		34.7			55.90		79.84		87.7			86.4
Washington, D.C. (CBD)		5		3,238		236.46		38.5			91.13		131.17		152.00		49.3			74.98		78.49		21.5			67.1
San Francisco/ San Jose		6		4,162		197.28		45.0			88.73		138.45		139.20		13.2			18.37		24.13		383.1			473.8
Boston		2		1,495		181.69		47.6			86.56		112.42		117.71		14.5			17.08		22.05		406.9			409.8
Denver		3		1,340		152.03		45.3			68.83		102.89		112.49		17.2			19.34		23.70		255.9			334.0
Chicago		4		1,816		156.81		40.1			62.93		84.05		115.21		16.2			18.62		22.77		238.0			269.1
Seattle		2		1,315		174.78		35.4			61.83		87.48		149.63		7.2			10.84		14.53		470.3			502.2
Other		9		2,932		272.54		50.8			138.46		193.54		220.69		32.7			72.18		101.44		91.8			90.8
Domestic		73		40,835		311.06		55.2			171.62		283.53		256.57		29.0			74.51		117.18		130.3			142.0

International		5		1,499		98.95		39.5			39.12		57.86		89.36		13.0			11.62		15.46		236.5			274.2
All Locations		78		42,334		305.63		54.6			166.93		275.55		253.85		28.5			72.27		113.55		131.0			142.7


	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2019
Location	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
Maui/Oahu		4		2,007	$	470.97		67.4	%	$	317.20	$	480.87	$	401.92		90.9	%	$	365.45	$	577.41		(13.2	)%		(16.7	)%
Jacksonville		1		446		506.77		57.8			293.02		587.76		383.37		77.2			296.02		652.91		(1.0	)		(10.0	)
Miami		3		1,276		472.94		57.4			271.38		424.17		318.31		80.1			254.98		401.39		6.4			5.7
Florida Gulf Coast		5		1,842		416.57		54.8			228.24		426.68		340.73		72.8			247.94		507.99		(7.9	)		(16.0	)
Phoenix		4		1,822		301.23		56.5			170.12		346.53		292.22		71.7			209.42		472.19		(18.8	)		(26.6	)
Orlando		2		2,448		398.72		27.3			108.98		196.25		285.49		70.7			201.76		412.06		(46.0	)		(52.4	)
Los Angeles/ Orange County		5		2,119		190.62		53.1			101.25		138.42		223.42		86.0			192.10		285.12		(47.3	)		(51.5	)
Philadelphia		2		810		169.58		58.7			99.52		147.38		216.10		85.4			184.46		301.70		(46.0	)		(51.1	)
San Diego		3		3,288		218.39		45.3			98.85		155.68		255.81		81.2			207.62		372.41		(52.4	)		(58.2	)
Houston		4		1,716		140.32		59.7			83.73		113.03		178.46		72.4			129.22		184.58		(35.2	)		(38.8	)
Atlanta		4		1,682		170.45		48.0			81.83		111.31		193.72		79.7			154.41		241.44		(47.0	)		(53.9	)
Northern Virginia		3		1,252		161.62		44.3			71.60		107.52		208.03		72.1			150.02		245.90		(52.3	)		(56.3	)
San Antonio/ Austin		3		1,960		162.63		43.8			71.26		103.90		192.68		76.3			146.98		225.63		(51.5	)		(54.0	)
Washington, D.C. (CBD)		5		3,238		161.96		42.2			68.41		81.26		246.65		83.1			204.99		293.15		(66.6	)		(72.3	)
Denver		3		1,340		149.35		42.1			62.95		80.24		175.15		76.3			133.61		195.92		(52.9	)		(59.0	)
Chicago		4		1,816		168.03		37.4			62.92		77.59		207.76		76.2			158.28		224.27		(60.2	)		(65.4	)
New York		3		4,261		189.90		31.7			60.17		75.05		268.50		83.0			222.99		329.67		(73.0	)		(77.2	)
Seattle		2		1,315		188.47		27.8			52.43		63.79		231.59		84.3			195.17		256.01		(73.1	)		(75.1	)
New Orleans		1		1,333		128.95		37.6			48.51		65.71		188.24		79.9			150.35		219.33		(67.7	)		(70.0	)
San Francisco/ San Jose		7		4,530		153.68		31.5			48.40		62.82		279.15		81.5			227.38		315.49		(78.7	)		(80.1	)
Boston		3		2,715		180.00		25.7			46.18		56.54		238.71		82.8			197.72		271.22		(76.6	)		(79.2	)
Other		8		2,759		245.69		43.7			107.40		151.39		193.55		77.3			149.55		224.34		(28.2	)		(32.5	)
Domestic		79		45,975		240.30		42.5			102.15		156.04		252.14		79.7			200.84		320.24		(49.1	)		(51.3	)

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

All Owned Hotels (pro forma) in Nominal US$
	As of September 30, 2021				Year-to-date ended September 30, 2021									Year-to-date ended September 30, 2019
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Total RevPAR		Percent Change in RevPAR			Percent Change in Total RevPAR
International		5		1,499	$	85.10		28.0	%	$	23.85	$	34.15	$	154.30		71.1	%	$	109.74	$	159.00		(78.3	)%		(78.5	)%
Domestic		79		45,975		240.30		42.5			102.15		156.04		252.14		79.7			200.84		320.24		(49.1	)		(51.3	)
All Locations		84		47,474		237.03		42.1			99.68		152.19		249.36		79.4			197.95		315.13		(49.6	)		(51.7	)


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


	Quarter ended March 31,
	2022			2021
NET INCOME (LOSS)	$	118		$	(153	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		7			(2	)
Change in fair value of derivative instruments		0			(1	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		7			(3	)
COMPREHENSIVE INCOME (LOSS)		125			(156	)
Less: Comprehensive (income) loss attributable to non-controlling interests		(2	)		1
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	123		$	(155	)


1.	Organization


2.	Summary of Significant Accounting Policies


	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Land and land improvements	$	2,297		$	2,033		$	1,967		$	2,310
Buildings and leasehold improvements		14,084			13,609			13,465			13,636
Furniture and equipment		2,441			2,471			2,172			2,225
Construction in progress		235			166			328			278
		19,057			18,279			17,932			18,449
Less accumulated depreciation and amortization		(8,933	)		(8,863	)		(8,336	)		(8,455	)
	$	10,124		$	9,416		$	9,596		$	9,994


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


Transaction Date		Description of Transaction	Net Proceeds⁽¹⁾		Sales Price
Dispositions
April	2022	Disposition of Sheraton New York Times Square Hotel⁽²⁾	$	102	$	373
April	2022	Disposition of YVE Hotel Miami		49		50
January	2022	Disposition of Sheraton Boston⁽³⁾		66		233
		Total dispositions	$	217	$	656
___________


	Actual Ratio			Covenant Requirement for all years
Leverage ratio		~~16.6~~4.6	x	Maximum ratio of 7.25x
Fixed charge coverage ratio		~~1.0~~6.8	x	Minimum ratio of 1.25x
Unsecured interest coverage ratio ⁽¹⁾		~~2.1~~6.8	x	Minimum ratio of ~~1.50x~~1.75x


	Actual Ratio			Covenant Requirement for ~~all years~~most recent quarter
Leverage ratio		4.1	x	Maximum ratio of 8.50x
Fixed charge coverage ratio		~~3.4~~7.8	x	Minimum ratio of ~~1.00x~~1.25x
Unsecured interest coverage ratio ⁽¹⁾		7.7	x	Minimum ratio of 1.75x


	Actual Ratio			Covenant Requirement
Unencumbered assets tests		~~390~~480	%	Minimum ratio of 150%
Total indebtedness to total assets		2621	%	Maximum ratio of 65%
Secured indebtedness to total assets		01	%	Maximum ratio of 40%
EBITDA-to-interest coverage ratio		~~1.7~~6.1	x	Minimum ratio of 1.5x


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


Period	Total Number of Host Inc. Common Shares Purchased		Average Price Paid per Common Share		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
July 1, 2021 – July 31, 2021		—	$	—		—	$	371
August 1, 2021 – August 31, 2021		—		—		—		371
September 1, 2021 – September 30, 2021		—		—		—		371
Total		—	$	—		—	$	371


Exhibit No.		Description

31		Rule 13a-14(a)/15d-14(a) Certifications

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc.

31.3*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P.

31.4*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P.

32		Section 1350 Certifications

32.1†*		Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, Inc.

32.2†*		Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Host Hotels & Resorts, L.P.

101		XBRL

101.SCH		Inline XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.

101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.

101.LAB		Inline XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.

101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


			HOST HOTELS & RESORTS, INC.

~~November 5, 2021~~May 6, 2022			/s/ Joseph C. Ottinger
			Joseph C. Ottinger Senior Vice President, Corporate Controller


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

~~November 5, 2021~~May 6, 2022			/s/ Joseph C. Ottinger
			Joseph C. Ottinger Senior Vice President, Corporate Controller of Host Hotels & Resorts, Inc., general partner of Host Hotels & Resorts, L.P.