Indicate by check mark whether the ~~registrant:~~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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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 ~~October 31, 2017~~August 6, 2019 there were ~~740,088,192~~729,903,577 shares of Host Hotels & Resorts, Inc.’s common stock, $.01 par value per share, outstanding.

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

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

The substantive difference between Host Inc.’s and Host L.P.’s filings is the fact that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the condensed consolidated financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital for Host L.P.). Apart from the different equity treatment, the condensed consolidated financial statements of Host Inc. and Host L.P. nearly are 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, ~~2016~~2018 under the heading “Explanatory Note.”

		September 30, 2017			December 31, 2016				June 30, 2019			December 31, 2018
		(unaudited)							(unaudited)
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	10,014		$	10,145			$	10,000		$	9,760
Right-of-use assets										590			—
Assets held for sale			67			150				272			281
Due from managers			116			55				163			71
Advances to and investments in affiliates			319			286				53			48
Furniture, fixtures and equipment replacement fund			183			173				203			213
Other			283			225				137			175
Restricted cash			—			2
Cash and cash equivalents			789			372				1,107			1,542
Total assets		$	11,771		$	11,408			$	12,525		$	12,090

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY	LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY							LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes		$	2,777		$	2,380			$	2,783		$	2,782
Credit facility, including term loans of $996 million and $997 million, respectively			1,184			1,206
Mortgage debt and other			—			63
Credit facility, including term loans of $998										1,052			1,049
Other debt										29			6
Total debt			3,961			3,649				3,864			3,837
Lease liabilities										599			—
Accounts payable and accrued expenses			250			278				248			293
Liabilities held for sale										13			—
Other			295			283				186			266
Total liabilities			4,506			4,210				4,910			4,396

Non-controlling interests - Host Hotels & Resorts, L.P.			157			165
Redeemable non-controlling interests - Host Hotels & Resorts, L.P.										141			128

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 738.9 million shares and 737.8 million shares issued and outstanding, respectively			7			7
Common stock, par value $.01, 1,050 million shares authorized, 730.0 million shares and 740.4 million shares issued and outstanding, respectively										7			7
Additional paid-in capital			8,103			8,077				7,948			8,156
Accumulated other comprehensive loss			(57	)		(83	)			(56	)		(59	)
Deficit			(974	)		(1,007	)			(432	)		(610	)
Total equity of Host Hotels & Resorts, Inc. stockholders			7,079			6,994				7,467			7,494
Non-controlling interests—other consolidated partnerships			29			39
Non-redeemable non-controlling interests—other consolidated partnerships										7			72
Total equity			7,108			7,033				7,474			7,566
Total liabilities, non-controlling interests and equity		$	11,771		$	11,408			$	12,525		$	12,090

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
REVENUES
Rooms	$	860		$	879		$	2,643		$	2,655		$	931		$	973		$	1,788		$	1,817
Food and beverage		314			336			1,152			1,183			449			449			882			862
Other		80			80			248			255			103			96			203			185
Total revenues		1,254			1,295			4,043			4,093			1,483			1,518			2,873			2,864
EXPENSES
Rooms		227			225			676			674			226			238			443			462
Food and beverage		242			257			794			830			290			290			575			568
Other departmental and support expenses		309			321			952			981			334			336			661			651
Management fees		53			54			178			177			71			73			125			127
Other property-level expenses		97			96			294			289			91			99			183			197
Depreciation and amortization		176			182			534			541			166			189			336			367
Corporate and other expenses		24			28			79			82			25			30			54			58
Gain on insurance and business interruption settlements		(1	)		(12	)		(6	)		(15	)
Total operating costs and expenses		1,127			1,151			3,501			3,559			1,203			1,255			2,377			2,430
OPERATING PROFIT		127			144			542			534			280			263			496			434
Interest income		2			—			4			2			7			2			15			5
Interest expense		(43	)		(38	)		(125	)		(116	)		(43	)		(45	)		(86	)		(89	)
Gain on sale of assets		59			14			105			245			57			—			62			120
Gain (loss) on foreign currency transactions and derivatives		(2	)		(1	)		(4	)		1			1			(1	)		1			(1	)
Equity in earnings of affiliates		4			8			19			19			4			9			9			19
INCOME BEFORE INCOME TAXES		147			127			541			685			306			228			497			488
Provision for income taxes		(42	)		(19	)		(63	)		(42	)		(16	)		(17	)		(18	)		(21	)
NET INCOME		105			108			478			643			290			211			479			467
Less: Net income attributable to non-controlling interests		(1	)		(1	)		(6	)		(7	)		(4	)		(2	)		(7	)		(5	)
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	104		$	107		$	472		$	636		$	286		$	209		$	472		$	462
Basic earnings per common share	$	.14		$	.14		$	.64		$	.85		$	.39		$	.28		$	.64		$	.62
Diluted earnings per common share	$	.14		$	.14		$	.64		$	.85		$	.39		$	.28		$	.64		$	.62

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
NET INCOME	$	105		$	108		$	478		$	643		$	290		$	211		$	479		$	467
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		11			(1	)		26			13			3			(14	)		3			(8	)
Change in fair value of derivative instruments		(4	)		—			(14	)		(2	)		(1	)		1			(1	)		—
Amounts reclassified from other comprehensive income (loss)		13			(7	)		14			17			1			—			1			—
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		20			(8	)		26			28			3			(13	)		3			(8	)
COMPREHENSIVE INCOME		125			100			504			671			293			198			482			459
Less: Comprehensive income attributable to non-controlling interests		(1	)		(1	)		(7	)		(7	)		(4	)		(2	)		(7	)		(5	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	124		$	99		$	497		$	664		$	289		$	196		$	475		$	454

	Year-to-date ended September 30,						Year-to-date ended June 30,
	2017			2016			2019			2018
OPERATING ACTIVITIES
Net income	$	478		$	643		$	479		$	467
Adjustments to reconcile to cash provided by operations:
Depreciation and amortization		534			541			336			367
Amortization of finance costs, discounts and premiums, net		5			4			3			3
Stock compensation expense		8			8			7			7
Deferred income taxes		37			29			1			—
Gain on sale of assets		(105	)		(245	)		(62	)		(120	)
(Gain) loss on foreign currency transactions and derivatives		4			(1	)		(1	)		1
Gain on property insurance settlement		(1	)		(1	)
Equity in earnings of affiliates		(19	)		(19	)		(9	)		(19	)
Change in due from managers		(60	)		(63	)		(96	)		(81	)
Distributions from investments in affiliates		14			20			7			17
Changes in other assets		(17	)		(1	)		41			25
Changes in other liabilities		(14	)		—			(82	)		(12	)
Cash provided by operating activities		864			915
Net cash provided by operating activities								624			655

INVESTING ACTIVITIES
Proceeds from sales of assets, net		472			464			385			362
Return of investments in affiliates		4			23			—			1
Advances to and investments in affiliates		(1	)		(4	)		(3	)		(3	)
Acquisitions		(467	)		(54	)		(602	)		(1,019	)
Capital expenditures:
Renewals and replacements		(155	)		(222	)		(118	)		(143	)
Redevelopment and acquisition-related investments		(53	)		(192	)
Cash provided by (used in) investing activities		(200	)		15
Return on investment								(122	)		(58	)
Property insurance proceeds								—			1
Net cash used in investing activities								(460	)		(859	)

FINANCING ACTIVITIES
Financing costs		(9	)		—
Issuances of debt		398			—
Draws on credit facility		340			598			—			360
Repayment of credit facility		(379	)		(590	)		—			(75	)
Mortgage debt and other prepayments and scheduled maturities		(69	)		(137	)
Common stock repurchase		—			(206	)		(200	)		—
Dividends on common stock		(480	)		(448	)		(334	)		(333	)
Distributions and payments to non-controlling interests		(47	)		(6	)		(72	)		—
Other financing activities		2			—			(5	)		(7	)
Cash used in financing activities		(244	)		(789	)
Net cash used in financing activities								(611	)		(55	)
Effects of exchange rate changes on cash held		5			6			1			(4	)
INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		425			147
DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH								(446	)		(263	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		547			377			1,756			1,109
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	972		$	524		$	1,310		$	846

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:

	September 30, 2017		September 30, 2016		June 30, 2019		June 30, 2018
Cash and cash equivalents	$	789	$	340	$	1,107	$	646
Restricted cash		—		2
Restricted cash (included in other assets)						—		1
Cash included in furniture, fixtures and equipment replacement fund		183		182		203		199
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	972	$	524	$	1,310	$	846

The following table presents cash paid during the year-to-date for the following:

	Year-to-date ended September 30,				Year-to-date ended June 30,
	2017		2016		2019		2018
Total interest paid	$	108	$	105	$	82	$	83
Income taxes paid	$	38	$	14	$	76	$	22

		September 30, 2017			December 31, 2016				June 30, 2019			December 31, 2018
		(unaudited)							(unaudited)
ASSETS	ASSETS							ASSETS
Property and equipment, net		$	10,014		$	10,145			$	10,000		$	9,760
Right-of-use assets										590			—
Assets held for sale			67			150				272			281
Due from managers			116			55				163			71
Advances to and investments in affiliates			319			286				53			48
Furniture, fixtures and equipment replacement fund			183			173				203			213
Other			283			225				137			175
Restricted cash			—			2
Cash and cash equivalents			789			372				1,107			1,542
Total assets		$	11,771		$	11,408			$	12,525		$	12,090

LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL	LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL							LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL
Debt
Senior notes		$	2,777		$	2,380			$	2,783		$	2,782
Credit facility, including term loans of $996 million and $997 million, respectively			1,184			1,206
Mortgage debt and other			—			63
Credit facility, including term loans of $998										1,052			1,049
Other										29			6
Total debt			3,961			3,649				3,864			3,837
Lease liabilities										599			—
Accounts payable and accrued expenses			250			278				248			293
Liabilities held for sale										13			—
Other			295			283				186			266
Total liabilities			4,506			4,210				4,910			4,396

Limited partnership interests of third parties			157			165				141			128

Host Hotels & Resorts, L.P. capital:
General partner			1			1				1			1
Limited partner			7,135			7,076				7,522			7,552
Accumulated other comprehensive loss			(57	)		(83	)			(56	)		(59	)
Total Host Hotels & Resorts, L.P. capital			7,079			6,994				7,467			7,494
Non-controlling interests—consolidated partnerships			29			39				7			72
Total capital			7,108			7,033				7,474			7,566
Total liabilities, limited partnership interest of third parties and capital		$	11,771		$	11,408			$	12,525		$	12,090

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
REVENUES
Rooms	$	860		$	879		$	2,643		$	2,655		$	931		$	973		$	1,788		$	1,817
Food and beverage		314			336			1,152			1,183			449			449			882			862
Other		80			80			248			255			103			96			203			185
Total revenues		1,254			1,295			4,043			4,093			1,483			1,518			2,873			2,864
EXPENSES
Rooms		227			225			676			674			226			238			443			462
Food and beverage		242			257			794			830			290			290			575			568
Other departmental and support expenses		309			321			952			981			334			336			661			651
Management fees		53			54			178			177			71			73			125			127
Other property-level expenses		97			96			294			289			91			99			183			197
Depreciation and amortization		176			182			534			541			166			189			336			367
Corporate and other expenses		24			28			79			82			25			30			54			58
Gain on insurance and business interruption settlements		(1	)		(12	)		(6	)		(15	)
Total operating costs and expenses		1,127			1,151			3,501			3,559			1,203			1,255			2,377			2,430
OPERATING PROFIT		127			144			542			534			280			263			496			434
Interest income		2			—			4			2			7			2			15			5
Interest expense		(43	)		(38	)		(125	)		(116	)		(43	)		(45	)		(86	)		(89	)
Gain on sale of assets		59			14			105			245			57			—			62			120
Gain (loss) on foreign currency transactions and derivatives		(2	)		(1	)		(4	)		1			1			(1	)		1			(1	)
Equity in earnings of affiliates		4			8			19			19			4			9			9			19
INCOME BEFORE INCOME TAXES		147			127			541			685			306			228			497			488
Provision for income taxes		(42	)		(19	)		(63	)		(42	)		(16	)		(17	)		(18	)		(21	)
NET INCOME		105			108			478			643			290			211			479			467
Less: Net loss attributable to non-controlling interests		1			—			—			1
Less: Net income attributable to non-controlling interests														(1	)		—			(2	)		—
NET INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.	$	106		$	108		$	478		$	644		$	289		$	211		$	477		$	467
Basic earnings per common unit	$	.14		$	.15		$	.65		$	.87		$	.40		$	.29		$	.65		$	.64
Diluted earnings per common unit	$	.14		$	.15		$	.65		$	.87		$	.40		$	.29		$	.65		$	.64

Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
NET INCOME	$	105		$	108		$	478		$	643		$	290		$	211		$	479		$	467
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		11			(1	)		26			13			3			(14	)		3			(8	)
Change in fair value of derivative instruments		(4	)		—			(14	)		(2	)		(1	)		1			(1	)		—
Amounts reclassified from other comprehensive income (loss)		13			(7	)		14			17			1			—			1			—
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		20			(8	)		26			28			3			(13	)		3			(8	)
COMPREHENSIVE INCOME		125			100			504			671			293			198			482			459
Less: Comprehensive (income) loss attributable to non- controlling interests		1			—			(1	)		1
Less: Comprehensive income attributable to non-controlling interests														(1	)		—			(2	)		—
COMPREHENSIVE INCOME ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.	$	126		$	100		$	503		$	672		$	292		$	198		$	480		$	459

	Year-to-date ended September 30,						Year-to-date ended June 30,
	2017			2016			2019			2018
OPERATING ACTIVITIES
Net income	$	478		$	643		$	479		$	467
Adjustments to reconcile to cash provided by operations:
Depreciation and amortization		534			541			336			367
Amortization of finance costs, discounts and premiums, net		5			4			3			3
Stock compensation expense		8			8			7			7
Deferred income taxes		37			29			1			—
Gain on sale of assets		(105	)		(245	)		(62	)		(120	)
(Gain) loss on foreign currency transactions and derivatives		4			(1	)		(1	)		1
Gain on property insurance settlement		(1	)		(1	)
Equity in earnings of affiliates		(19	)		(19	)		(9	)		(19	)
Change in due from managers		(60	)		(63	)		(96	)		(81	)
Distributions from investments in affiliates		14			20			7			17
Changes in other assets		(17	)		(1	)		41			25
Changes in other liabilities		(14	)		—			(82	)		(12	)
Cash provided by operating activities		864			915
Net cash provided by operating activities								624			655

INVESTING ACTIVITIES
Proceeds from sales of assets, net		472			464			385			362
Return of investments in affiliates		4			23			—			1
Advances to and investments in affiliates		(1	)		(4	)		(3	)		(3	)
Acquisitions		(467	)		(54	)		(602	)		(1,019	)
Capital expenditures:
Renewals and replacements		(155	)		(222	)		(118	)		(143	)
Redevelopment and acquisition-related investments		(53	)		(192	)
Cash provided by (used in) investing activities		(200	)		15
Return on investment								(122	)		(58	)
Property insurance proceeds								—			1
Net cash used in investing activities								(460	)		(859	)

FINANCING ACTIVITIES
Financing costs		(9	)		—
Issuances of debt		398			—
Draws on credit facility		340			598			—			360
Repayment of credit facility		(379	)		(590	)		—			(75	)
Mortgage debt and other prepayments and scheduled maturities		(69	)		(137	)
Repurchase of common OP units		—			(206	)		(200	)		—
Distributions on common OP units		(486	)		(453	)		(337	)		(337	)
Distributions and payments to non-controlling interests		(41	)		(1	)		(69	)		—
Other financing activities		2			—			(5	)		(3	)
Cash used in financing activities		(244	)		(789	)
Net cash used in financing activities								(611	)		(55	)
Effects of exchange rate changes on cash held		5			6			1			(4	)
INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		425			147
DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH								(446	)		(263	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		547			377			1,756			1,109
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	972		$	524		$	1,310		$	846

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:

	September 30, 2017		September 30, 2016		June 30, 2019		June 30, 2018
Cash and cash equivalents	$	789	$	340	$	1,107	$	646
Restricted cash		—		2
Restricted cash (included in other assets)						—		1
Cash included in furniture, fixtures and equipment replacement fund		183		182		203		199
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	972	$	524	$	1,310	$	846

The following table presents cash paid during the year-to-date for the following:

	Year-to-date ended September 30,				Year-to-date ended June 30,
	2017		2016		2019		2018
Total interest paid	$	108	$	105	$	82	$	83
Income taxes paid	$	38	$	14	$	76	$	22

Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”), with its operations conducted solely through Host Hotels & Resorts, L.P. and its subsidiaries. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to these unaudited condensed consolidated financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” specifically to refer to Host Hotels & Resorts, Inc. and the term “Host L.P.” specifically to refer to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. As of ~~September~~June 30, ~~2017,~~2019, Host Inc. holds approximately 99% of Host L.P.’s OP units.

As of ~~September~~June 30, ~~2017,~~2019, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:

We own a non-controlling interest in a joint venture in Europe (“Euro JV”) that owns hotels in two separate funds in seven countries. We own a 32.1% interest in the first fund (“Euro JV Fund I”) (3 hotels) and a 33.4% interest in the second fund (“Euro JV Fund II”) (7 hotels).

~~We also own non-controlling interests in an additional six joint ventures that own eight hotels.~~

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10–K for the year ended December 31, ~~2016.~~2018.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of ~~September~~June 30, ~~2017,~~2019, and the results of our operations for the quarter and year-to-date periods ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, and cash flows for the year-to-date periods ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively. Interim results are not necessarily indicative of full year performance because of the impact of seasonal variations.

Three of our partnerships are considered variable interest entities (VIEs) as the general partner maintains control over the decisions that most significantly impact the partnerships. ~~This includes~~These VIEs include the operating partnership, Host L.P.,

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

which is consolidated by Host Inc., of which Host Inc. is the sole general partner and holds approximately 99% of its partnership interests; the consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental; and the unconsolidated partnership that owns the Philadelphia Marriott Downtown. Host Inc.’s sole significant asset is its investment in Host L.P. and, consequently, substantially all of Host Inc.’s assets and liabilities ~~consist~~consists of the assets and liabilities of Host L.P. All of Host Inc.’s debt is an obligation of Host L.P. and may be settled only with assets of Host L.P.

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

~~In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815)~~: Targeted Improvements to Accounting for Hedging Activities, which is intended to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The standard is effective for annual periods beginning after December 15, 2018, with early adoption permitted. We are evaluating its impact on our consolidated financial statements and the disclosure requirements.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations (Topic 805)~~: Clarifying the Definition of a Business. The standard adopts a two-step approach wherein, if substantially all of the fair value of the gross assets acquired is concentrated in a single (group of similar) identifiable asset(s), then the transaction would be considered an asset purchase. As a result of the standard, we anticipate that the majority of our hotel purchases will be considered asset purchases as opposed to business combinations. We do not expect the determination to materially change the recognition of the assets and liabilities acquired. This standard will be applied on a prospective basis and is effective for annual periods beginning after December 15, 2017, with early adoption permitted.

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~Statement of Cash Flows (Topic 230)~~: Restricted Cash, which requires that, on the statement of cash flows, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending total amounts thereof. We adopted this standard beginning January 1, 2017. As a result, amounts included in restricted cash and furniture, fixtures and equipment replacement fund on our consolidated balance sheet are included with cash and cash equivalents on the statement of cash flows. We have restated the statement of cash flows for the year-to-date period ended September 30, 2016 to reflect this change. The adoption of this standard did not change our consolidated balance sheet presentation.

~~In March 2016, the FASB issued ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~, which is intended to simplify accounting for share-based payment transactions and will affect the classification of certain share-based awards and related income tax withholdings. We adopted this standard beginning January 1, 2017. As a result of the standard, the majority of our share-based payment awards granted in 2017 are equity-classified awards, and the excess tax benefits or deficiencies that are generated or incurred based on the difference between the intrinsic value of the award and the grant-date fair value is recognized as income tax benefit or expense on the income statement. The adoption of this standard has not had a material effect on our consolidated financial statements.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606).~~ The standard sets forth steps to determine the timing and amount of revenue to be recognized to depict the transfer of goods or services in an amount that reflects the consideration that the entity expects in exchange. Beginning in 2015, the FASB has issued a number of ASUs to provide further clarification related to this standard and to defer the effective date to reporting periods beginning after December 15, 2017. Additionally, in February 2017, the FASB issued ASU No. 2017-05, Other ~~Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20)~~, which is required to be adopted concurrently, as it provides further guidance on accounting for the derecognition of and partial sales of a non-financial asset. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales; however, it may allow for earlier gain recognition for certain asset sale transactions pursuant to which we have continuing involvement with the asset. We will adopt this standard on January 1, 2018 and are evaluating new disclosure requirements. Upon adoption, we expect to

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

~~implement these standards using a modified retrospective approach with a cumulative effect recognized with no restatements of prior period amounts.~~New Accounting Standards

~~In February 2016, the FASB issued ASU~~Leases. On January 1, 2019, we adopted Accounting Standard Update (ASU) No. 2016-02, Leases (Topic 842), as amended, which affects aspects of accounting for lease agreements. Under ~~this~~the new standard, all leases in which we are the lessee, including operating leases, ~~will require recognition of the~~are recognized as lease assets and lease liabilities ~~by lessees~~ on the balance sheet. However, the ~~net effect on the statement~~adoption did not materially affect our statements of operations ~~and the statement~~or statements of cash ~~flows largely is unchanged. The standard is effective for fiscal years beginning after December 15, 2018. The standard requires a modified retrospective approach, with restatement~~flows. For lease agreements in which we are the lessor, we have analyzed the impact of the ~~periods presented~~standard and determined that there was no material impact to the recognition, measurement, or presentation of these rental revenues. Rooms revenues, which constitute the majority of our revenues, result from what are considered short term leases. Additionally, we earn rental revenues from retail and office leases at our properties, all of which are included in other revenue. We adopted the standard using the effective date transition method with a cumulative-effect adjustment in the ~~year~~period of adoption. The ~~primary impact~~standard provided several optional practical expedients for use in transition. We elected to use what the Financial Accounting Standards Board (“FASB”) has deemed the “package of practical expedients,” which allowed us to not reassess our previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs,and we elected to not reassess previous conclusions about land easements. Consequently, financial information will not be updated and disclosures required under the new standard will not be provided for dates and periods prior to ~~the treatment of our 25 ground leases, which represent approximately 85% of our annual operating lease payments. While~~January 1, 2019. Upon adoption, we ~~have not completed our analysis, we believe that application of this standard will result in the recording of~~recognized a right of use (“ROU”) asset and ~~the~~a related lease liability of ~~between $400~~$619 million and ~~$500~~$628 million, ~~for~~respectively, with the ~~ground leases, although changes in discount rates, ground lease terms or other variables may have a significant effect on this analysis. We expect~~prior year’s straight-line rent liability of $9 million reducing the ~~adoption of this standard to have minimal impact on our income statement.~~ROU asset.

Basic earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders) by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding. Diluted earnings per common share (unit) is computed by dividing net income attributable to common stockholders (unitholders), as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock or Host L.P. common units outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans or the common OP units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited ~~partnership~~partner interests to common OP units. No effect is shown for any securities that are anti-dilutive. We have ~~8.3~~7.6 million common OP units, which are convertible into ~~8.5~~7.8 million common shares, ~~which~~that are not included in Host Inc.’s calculation of earnings per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Net income	$	105		$	108		$	478		$	643		$	290		$	211		$	479		$	467
Less: Net income attributable to non-controlling interests		(1	)		(1	)		(6	)		(7	)		(4	)		(2	)		(7	)		(5	)
Net income attributable to Host Inc.	$	104		$	107		$	472		$	636		$	286		$	209		$	472		$	462

Basic weighted average shares outstanding		738.8			740.6			738.5			744.8			739.1			739.7			739.9			739.5
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market		0.2			0.5			0.2			0.4			0.3			0.5			0.3			0.4
Diluted weighted average shares outstanding		739.0			741.1			738.7			745.2			739.4			740.2			740.2			739.9

Basic earnings per common share	$	.14		$	.14		$	.64		$	.85		$	.39		$	.28		$	.64		$	.62
Diluted earnings per common share	$	.14		$	.14		$	.64		$	.85		$	.39		$	.28		$	.64		$	.62

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

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

Substantially all of our operating results represent revenues and expenses generated by 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 at our hotels, 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 division 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.

By Location. The ~~calculation~~following table presents hotel revenues for each of ~~Host L.P. basic and diluted earnings per unit is shown below~~the geographic locations in our consolidated hotel portfolio (in ~~millions, except per unit amounts)~~millions):

Quarter ended
September 30,

Year-to-date ended September 30,

2017

2016

2017

2016

Net income

$
105

$
108

$
478

$
643

Less: Net loss attributable to non-controlling
     interests

1

—

—

1

Net income attributable to Host L.P.

$
106

$
108

$
478

$
644

Basic weighted average units outstanding

731.6

733.8

731.4

738.1

Assuming distribution of common units to
     support shares granted under the
     comprehensive stock plans, less shares
     assumed purchased at market

0.2

0.5

0.2

0.4

Diluted weighted average units outstanding

731.8

734.3

731.6

738.5

Basic earnings per common unit

$
.14

$
.15

$
.65

$
.87

Diluted earnings per common unit

$
.14

$
.15

$
.65

$
.87

	Quarter ended June 30,				Year-to-date ended June 30,
Location	2019		2018		2019		2018
San Diego	$	142	$	133	$	271	$	266
San Francisco/San Jose		130		135		265		242
New York		147		206		250		367
Maui/Oahu		102		96		206		177
Florida Gulf Coast		84		81		205		179
Phoenix		82		77		191		174
Washington, D.C. (Central Business District)		108		108		183		181
Boston		94		91		148		145
Orlando		53		56		123		126
Los Angeles		47		48		92		95
Miami		47		13		89		32
Atlanta		40		40		86		82
Chicago		56		57		83		87
Northern Virginia		41		45		77		81
Houston		30		31		61		63
San Antonio		28		30		59		60
Orange County		29		30		59		59
New Orleans		28		28		58		56
Jacksonville		30		30		58		53
Seattle		33		36		57		61
Denver		26		25		45		43
Philadelphia		27		24		45		43
Other		56		67		120		135
Domestic		1,460		1,487		2,831		2,807
International		23		31		42		57
Total	$	1,483	$	1,518	$	2,873	$	2,864

We lease substantially all of our hotels to a wholly owned subsidiary that qualifies as a taxable REIT subsidiary due to the federal income tax prohibition on the ability of a REIT to derive revenue directly from the operations of a hotel.

As of June 30, 2019, all or a portion of 24 of our hotels are subject to ground leases, generally with multiple renewal options, all of which are accounted for as operating leases. Payments for ground leases account for approximately 80% of our 2019 minimum lease payments and ~~equipment consists~~99% of our total future minimum lease payments. For lease agreements with scheduled rent increases, we recognize the fixed portion of the ~~following (in millions):~~

~~Credit Facility.~~ ~~During~~lease expense ratably over the ~~quarter, we repaid A$50 million ($39 million) under~~term of the ~~revolver portion~~lease. As the exercise of ~~our credit facility. As of September 30, 2017, we had $807 million of available capacity under~~ the ~~revolver portion of our credit facility.~~

~~Mortgage Debt. In connection~~renewal options were determined to be reasonably certain, the payments associated with the ~~sale~~renewals have been included in the measurement of the ~~Hilton Melbourne South Wharf hotel,~~lease liability and ROU asset. Contingent rental payments based on a percentage of sales in excess of stipulated amounts are not included in the measurement of the lease liability and ROU asset but will be recognized as variable lease expense if and when they are incurred. However, certain of these leases contain provisions that increase the minimum lease payments based on an average of the variable lease payments made over the previous years, for which we ~~repaid~~will reevaluate the ~~A$86 million ($69 million) mortgage loan secured by~~lease liability and ROU asset, as these payments now represent an increase in the ~~property.~~

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

minimum payments for the remainder of the lease term. Certain of these leases also contain provisions that increase the minimum lease payments based on an index such as the Consumer Price Index. Subsequent to the initial adoption of the new standard, such amounts are not included in the measurement of the lease liability and ROU asset but will be recognized as variable lease expense if and when they are incurred. The discount rate used to calculate the lease liability and ROU asset is based on our incremental borrowing rate (“IBR”), as the rate implicit in each lease is not readily determinable. To calculate our IBR, we obtained a forward curve using LIBOR swap rates, with terms ranging from one to fifty years, as well as corresponding bond spreads based on the terms of the leases and our credit risk. The resulting discount rates for our ground leases range from 4.3% to 5.7%.

We have office leases for our headquarters office in Bethesda, which expires in 2022, as well as two satellite offices in Miami and San Diego, which expire in 2022 and 2021, respectively, with no renewal options. Our leasing activity also includes leases entered into by our hotels for various types of equipment that historically have been accounted for either as operating or capital leases, depending upon the characteristics of the particular lease arrangement. As we have elected to use the package of practical expedients, all existing capital leases now are classified as finance leases, which total $1 million at June 30, 2019.

As disclosed in Note 2 – Summary of Significant Accounting Policies, we adopted ASU No. 2016-02, Leases (Topic 842), as amended, using the effective date transition method. As a result, disclosures required under the new standard will not be provided for dates or periods prior to January 1, 2019. For the comparative periods, we will provide disclosures required by ASC 840, Leases.

The following table presents lease cost and other information for the quarter and year-to-date ended June 30, 2019 (in millions):

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

The following table presents a reconciliation of the total amount of lease payments, on an undiscounted basis, to the lease liability in the statement of financial position as of June 30, 2019 (in millions):

In addition, the $13 million lease liability associated with the ground lease at the Atlanta Marriott Suites Midtown is classified as held for sale at June 30, 2019. The undiscounted cash flows for this ground lease total $64 million.

The following table presents the future minimum annual rental commitments, excluding renewal periods, as of December 31, 2018, for which we are the lessee, required under non-cancelable operating leases in accordance with ASC 840, under which we report prior to January 1, 2019 (in millions):

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

Credit Facility.As of June 30, 2019, we had $943 million of available capacity under the revolver portion of our credit facility.

On August 1, 2019, we amended and restated (the “Restatement”) our existing senior unsecured bank credit facility with Bank of America, N.A., as administrative agent. The Restatement increases the capacity of the revolver portion from $1.0 billion to $1.5 billion and extends the maturity to January 2024, with two six-month renewal options. Under the Restatement, we also extended the maturities of the two existing $500 million term loans, from September 2020 and May 2021, to January 2024 and January 2025, respectively, subject to a one-year extension option on the January 2024 maturity. Interest on revolver borrowings under the Restatement consists of floating rates equal to LIBOR plus a margin ranging from 77.5 to 145 basis points or a base rate plus a margin of zero to 45 basis points (depending on Host L.P.’s unsecured long-term debt rating) plus a facility fee ranging from 12.5 to 30 basis points depending on our rating, regardless of usage. Interest on the term loans equals LIBOR plus a margin ranging from 85 to 165 basis points or a base rate plus a margin ranging from zero to 65 basis points (depending on Host L.P.’s unsecured long-term debt rating). Based on Host L.P.’s unsecured long-term debt rating on the date of the Restatement, we are able to borrow on the revolver at a rate of LIBOR plus 90 basis points and the rate on the term loans is LIBOR plus 100 basis points, representing a decrease of 10 basis points for each, compared to our previous facility. In addition, we are required to pay a facility fee of 20 basis points. The Restatement also contains an option to add $500 million of commitments, which may be used for additional revolving credit facility borrowings and/or term loans.

The components of the Equity of Host Inc. ~~is allocated between controlling and non-controlling interests~~are as follows (in millions):

	Equity of Host Inc.			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Redeemable, non-controlling interests
Balance, December 31, 2016	$	6,994		$	39		$	7,033		$	165
Balance, December 31, 2018													$	7	$	8,156		$	(59	)	$	(610	)	$	72		$	128
Net income		472			—			472			6			—		—			—			186			1			2
Issuance of common stock for comprehensive stock plans		17			—			17			—
Issuance of common stock for comprehensive stock plans, net														—		(2	)		—			—			—			—
Dividends declared on common stock														—		—			—			(149	)		—			—
Distributions to non-controlling interests														—		—			—			—			(67	)		(2	)
Changes in ownership and other														—		(16	)		—			—			1			19
Balance, March 31, 2019													$	7	$	8,138		$	(59	)	$	(573	)	$	7		$	147
Net income														—		—			—			286			1			3
Issuance of common stock for comprehensive stock plans, net														—		4			—			—			—			—
Repurchase of common stock														—		(200	)		—			—			—			—
Dividends declared on common stock		(443	)		—			(443	)		—			—		—			—			(145	)		—			—
Distributions to non-controlling interests		—			(14	)		(14	)		(5	)		—		—			—			—			—			(1	)
Changes in ownership and other		14			3			17			(9	)		—		6			—			—			(1	)		(8	)
Other comprehensive income		25			1			26			—			—		—			3			—			—			—
Balance, September 30, 2017	$	7,079		$	29		$	7,108		$	157
Balance, June 30, 2019													$	7	$	7,948		$	(56	)	$	(432	)	$	7		$	141

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

As of ~~September~~June 30, ~~2017,~~2019, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are ~~held~~owned by ~~third party~~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.

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. ~~is allocated between controlling and non-controlling interests~~are as follows (in millions):

	Capital of Host L.P.			Non-controlling interests			Total capital			Limited partnership interest of third parties			General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Limited partnership interests of third parties
Balance, December 31, 2016	$	6,994		$	39		$	7,033		$	165
Balance, December 31, 2018													$	1	$	7,552		$	(59	)	$	72		$	128
Net income		472			—			472			6			—		186			—			1			2
Issuance of common OP units to Host Inc. for comprehensive stock plans		17			—			17			—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net														—		(2	)		—			—			—
Distributions declared on common OP units														—		(149	)		—			—			(2	)
Distributions to non-controlling interests														—		—			—			(67	)		—
Changes in ownership and other														—		(16	)		—			1			19
Balance, March 31, 2019													$	1	$	7,571		$	(59	)	$	7		$	147
Net income														—		286			—			1			3
Issuance of common OP units to Host Inc. for comprehensive stock plans, net														—		4			—			—			—
Repurchase of common OP units														—		(200	)		—			—			—
Distributions declared on common OP units		(443	)		—			(443	)		(5	)		—		(145	)		—			—			—
Distributions to non-controlling interests		—			(14	)		(14	)		—			—		—			—			—			(1	)
Changes in ownership and other		14			3			17			(9	)		—		6			—			(1	)		(8	)
Other comprehensive income		25			1			26			—			—		—			3			—			—
Balance, September 30, 2017	$	7,079		$	29		$	7,108		$	157
Balance, June 30, 2019													$	1	$	7,522		$	(56	)	$	7		$	141

During the second quarter of 2019, we repurchased 10.9 million shares at an average price of $18.32 per share, exclusive of commissions, through our common share repurchase program for a total of $200 million. On August 5, 2019, Host Inc.’s Board of Directors authorized an increase in its share repurchase program from $500 million to $1 billion. Subsequent to quarter end, the Company purchased an additional 3.7 million shares at an average price of $16.76 per share, pursuant to the Company’s trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act. In total,

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

we have repurchased 14.6 million shares at an average price of $17.92 for a total of $262 million. After taking into account these events, and the second quarter repurchases, it leaves $738 million available for repurchase.

On ~~September 18, 2017,~~June 14, 2019, Host Inc.’s Board of Directors declared a regular quarterly cash dividend of $0.20 per share on its common stock. The dividend was paid on ~~October 16, 2017~~July 15, 2019 to stockholders of record as of ~~September 29, 2017.~~June 28, 2019. Accordingly, Host L.P. made a distribution of $0.2042988 per unit on its common OP units based on the current conversion ratio.

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

During the ~~third~~second quarter, ~~2017,~~ we sold ~~the Hilton Melbourne South Wharf for A$230 million ($184 million)~~The Westin Mission Hills Golf Resort & Spa and the ~~Sheraton Indianapolis at Keystone Crossing~~Newport Beach Marriott Bayview for ~~$66~~$107 million and recorded a ~~total~~ gain of ~~approximately $58~~$57 million. In ~~connection with~~addition, we sold the ~~sale of~~leasehold interest in the ~~Hilton Melbourne South Wharf,~~Washington Dulles Airport Marriott for $11 million.

Subsequent to quarter end, we ~~recorded taxes of $22~~sold the Courtyard Chicago Downtown/River North and the Residence Inn Arlington Pentagon City for $150 million, ~~associated with~~including $9 million for the ~~gain on sale.~~

~~As of September 30, 2017,~~FF&E replacement funds, and the ~~Key Bridge~~Chicago Marriott ~~has been~~Suites O’Hare for $39 million, including $3 million for the FF&E replacement funds. The hotels are classified as held for ~~sale.~~sale as of June 30, 2019. We will record a gain on sale of approximately $98 million in the third quarter relating to these three dispositions. We also are in active negotiations concerning the sale of additional properties, including the following five which we expect to close in the third quarter: Scottsdale Marriott Suites Old Town, Scottsdale Marriott at McDowell Mountains, Costa Mesa Marriott, Atlanta Marriott Suites Midtown and The Westin Indianapolis. These five properties are under contract, subject to customary closing conditions. They are also classified as held for sale as of June 30, 2019, as we consider it probable that we will consummate such sales; however, there can be no assurances that we will complete the transactions.

~~Foreign Investment Hedging Instruments.~~ We have three foreign currency forward sale contracts in the aggregate notional amount of $70 million that hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our Canadian dollar and euro net investments in foreign operations. These derivatives are considered hedges of the foreign currency exposure of a net investment in a foreign operation. The contracts are required to be measured at fair value on a recurring basis using significant other observable inputs (Level 2) in the GAAP fair value hierarchy. As a result, we recorded a liability of $4 million and an asset of $12 million as of September 30, 2017 and December 31, 2016, respectively, related to these foreign currency forward sale contracts. These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss). We recorded losses of $4 million and $1 million for the quarters ended September 30, 2017 and 2016, respectively, and losses of $14 million and $3 million for the year-to-date periods ended September 30, 2017 and 2016, respectively. The foreign currency forward sale contracts are valued based on the forward yield curve of the foreign currency to U.S. dollar forward exchange rate on the date of measurement. We also evaluate counterparty credit risk when we calculate the fair value of the derivatives.

In addition to the foreign currency forward sale contracts, we have designated $128 million of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. Changes in fair value of the designated credit facility draws are recorded to other comprehensive income (loss). We recorded a loss of $4 million and a gain of $2 million for the quarters ended September 30, 2017 and 2016, respectively, and losses of $12 million and $5 million for the year-to-date periods ended September 30, 2017 and 2016, respectively.

~~Fair Value of Other Financial Liabilities.~~ We did not elect the fair value measurement option for any of our ~~other~~ financial liabilities. The fair values of our secured debt and our credit facility are determined based on ~~the~~ expected future payments discounted at risk-adjusted 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.

	September 30, 2017				December 31, 2016				June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial liabilities
Senior notes (Level 1)	$	2,777	$	2,952	$	2,380	$	2,477	$	2,783	$	2,930	$	2,782	$	2,808
Credit facility (Level 2)		1,184		1,193		1,206		1,211		1,052		1,057		1,049		1,055
Mortgage debt and other, excluding capital leases (Level 2)		—		—		62		62

We consider each of our hotels to be an operating segment, none of which meets the threshold for a reportable segment. We also allocate resources and assess operating performance based on individual hotels. All of our other real estate investment activities (primarily office ~~buildings and apartments)~~buildings) are immaterial and, with our operating segments, meet the aggregation ~~criteria, and thus,~~criteria. Accordingly, we report one reportable segment: hotel ownership. Our consolidated foreign operations consist of hotels in two countries as of June 30, 2019. There were no intersegment sales during the periods presented.

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

~~consist of hotels in three countries as of September 30, 2017. 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):

	Revenues				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 June 30,				Year-to-date ended June 30,				June 30,		December 31,
	2017		2016		2017		2016		2017		2016		2019		2018		2019		2018		2019		2018
United States	$	1,225	$	1,247	$	3,947	$	3,959	$	9,864	$	9,913	$	1,460	$	1,487	$	2,831	$	2,807	$	9,893	$	9,651
Australia		2		8		18		24		—		85
Brazil		5		15		16		29		62		63		5		5		11		10		48		49
Canada		16		16		42		40		73		71		18		19		31		33		59		60
Chile		—		—		—		9		—		—
Mexico		6		6		20		21		15		13		—		7		—		14		—		—
New Zealand		—		3		—		11		—		—
Total	$	1,254	$	1,295	$	4,043	$	4,093	$	10,014	$	10,145	$	1,483	$	1,518	$	2,873	$	2,864	$	10,000	$	9,760

Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of ~~its~~their carrying ~~value~~amount based on accumulated historical cost or ~~its~~their redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the 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 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. ~~Non-controlling~~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.

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

	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
Common OP units outstanding (millions)		8.3		8.6		7.6		7.5
Market price per Host Inc. common share	$	18.49	$	18.84	$	18.22	$	16.67
Shares issuable upon conversion of one common OP unit		1.021494		1.021494		1.021494		1.021494
Redemption value (millions)	$	157	$	165	$	141	$	128
Historical cost (millions)		82		84		80		78
Book value (millions) ⁽¹⁾		157		165		141		128
___________

Other Consolidated Partnerships. We consolidate ~~three~~two majority-owned partnerships that have third-party, non-controlling ~~partners.~~ownership interests. The ~~third-party~~third party partnership interests are included in non-redeemable non-controlling interests — other consolidated partnerships on the balance sheets and totaled ~~$29~~$7 million and ~~$39~~$72 million as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016, respectively~~

~~All of our hotels in Houston and Florida were affected by Hurricanes Harvey and Irma in August and September 2017,~~2018, respectively. ~~All four of our hotels in Houston were able to remain operational during the hurricane. In Florida, due to evacuation mandates and loss of commercial power, seven~~Approximately $66 million of the ~~nine properties were closed for a period of time. We~~

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

~~are still evaluating~~balance at December 31, 2018 relates to the ~~property and business interruption impact to our hotels. However, our current estimate of~~partnership that owned the ~~book value of~~JW Marriott Hotel Mexico City that was sold in 2018, representing the property and equipment written off, and the related repairs and cleanup costs, is approximately $31 million and have recorded a corresponding insurance receivable of $31 million. We believe our insurance coverage should be sufficient to cover a substantial portion of ~~the property damage~~proceeds owed to the ~~hotels and the near-term loss of business.~~

We are involved in various legal proceedings in the normal 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 currently are involved or of which we are aware and our experience in resolving similar claims in the past, we have ~~accrued approximately $4 million~~recorded minimal accruals as of ~~September~~June 30, ~~2017~~2019 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings ~~could~~would not be ~~as much as $17 million. We believe this range represents the maximum potential loss for all our legal proceedings.~~material. We are not

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

aware of any ~~other~~ matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

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

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

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

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 and in other filings with the Securities and Exchange Commission (“SEC”). Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material.

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

Historical Income Statement Data:
	Quarter ended September 30,									Year-to-date ended September 30,									Quarter ended June 30,									Year-to-date ended June 30,
	2017			2016			Change			2017			2016			Change			2019			2018			Change			2019			2018			Change
Total revenues	$	1,254		$	1,295			(3.2	)%	$	4,043		$	4,093			(1.2	)%	$	1,483		$	1,518			(2.3	)%	$	2,873		$	2,864			0.3	%
Net income		105			108			(2.8	)%		478			643			(25.7	)%		290			211			37.4	%		479			467			2.6	%
Operating profit		127			144			(11.8	)%		542			534			1.5	%		280			263			6.5	%		496			434			14.3	%
Operating profit margin under GAAP		10.1	%		11.1	%		(100	bps)		13.4	%		13.0	%		40	bps		18.9	%		17.3	%		160	bps		17.3	%		15.2	%		210	bps
Adjusted EBITDA ⁽¹⁾	$	317		$	342			(7.3	)%	$	1,128		$	1,123			0.4	%
EBITDAre and Adjusted EBITDAre ⁽¹⁾																			$	460		$	476			(3.4	)%	$	867		$	846			2.5	%

Diluted earnings per share		0.14			0.14		—				0.64			0.85			(24.7	)%
Diluted earnings per common share																				0.39			0.28			39.3	%		0.64			0.62			3.2	%
NAREIT FFO and Adjusted FFO per diluted share ⁽¹⁾		0.33			0.37			(10.8	)%		1.27			1.28			(0.8	)%		0.53			0.54			(1.9	)%		1.01			0.97			4.1	%


Comparable Hotel Data:
	2017 Comparable Hotels ⁽²⁾																		2019 Comparable Hotels (2)
	Quarter ended September 30,									Year-to-date ended September 30,									Quarter ended June 30,									Year-to-date ended June 30,
	2017			2016			Change			2017			2016			Change			2019			2018			Change			2019			2018			Change
Comparable hotel revenues ⁽¹⁾	$	1,136		$	1,166			(2.6	)%	$	3,621		$	3,616			0.1	%	$	1,273		$	1,272			—		$	2,410		$	2,407			0.1	%
Comparable hotel EBITDA ⁽¹⁾		296			313			(5.3	)%		1,015			1,010			0.5	%		414			417			(0.6	)%		734			729			0.6	%
Comparable hotel EBITDA margin ⁽¹⁾		26.1	%		26.85	%		(75	bps)		28.0	%		27.9	%		10	bps		32.5	%		32.7	%		(20	bps)		30.45	%		30.3	%		15	bps
Change in comparable hotel Total RevPAR - Constant US$																				0.1	%								0.2	%
Change in comparable hotel RevPAR - Constant US$		(1.8	)%								1.0	%								(1.5	)%								(1.2	)%
Change in comparable hotel RevPAR - Nominal US$		(1.7	)%								1.1	%								(1.5	)%								(1.3	)%
Change in comparable domestic RevPAR		(0.7	)%								1.6	%								(1.6	)%								(1.4	)%
Change in comparable international RevPAR - Constant US$		(31.0	)%								(17.6	)%								5.8	%								8.3	%
___________

Total revenues declined $35 million, or 2.3%, for the second quarter ~~was negatively affected by weakness~~as the net effect of our recent acquisitions and dispositions led to a $30 million reduction in ~~group revenue due~~revenues. However, for year-to-date, the acquisition of four hotels since March 2018, discussed below, more than offset lost revenues from dispositions, leading to a $9 million increase in total revenues. For the ~~shift of the Jewish holidays into~~comparable hotel portfolio, revenues were essentially flat for both the quarter and significant declines at our Brazil properties in comparison to the results during the Olympics in 2016. In addition to the anticipated weakness due to the difficult quarter-over-quarter comparisons, 13 properties were affected by Hurricanes Harvey and Irma in August and September 2017, respectively, which negatively affected total revenues by approximately $12 million this quarter, with approximately 65% of the revenue lost coming from a decline in food and beverage revenues. These factors led to decreased RevPAR for the quarter, as wellyear-to-date, as a reduction in ~~F&B~~rooms revenues ~~and profits, as both~~has been offset by growth in other revenues. For the ~~decline in group~~second quarter, comparable revenue ~~and the shift in the mix of business due to the hurricanes, led to a reduction in F&B banquet and outlet business overall.~~

~~Comparable RevPAR~~ on a constant US$ basis decreased ~~1.8% for the third quarter,~~1.5% due primarily to a ~~30 basis point decrease~~decline in occupancy ~~and a 1.5% decrease in average room rate.~~of 140 basis points. Year-to-date, comparable RevPAR on a constant US$ basis ~~improved 1.0%~~declined 1.2% as a result of a ~~40 basis point increase~~decrease in occupancy ~~and~~of 160 basis points, partially offset by a ~~0.6%~~0.8% increase in average room rate. Comparable Total RevPAR, which also includes food and beverage and other revenues, increased 0.1% for the quarter ~~was negatively impacted 110 basis points as~~and 0.2% year-to-date on a ~~result of difficult year-over-year comparisons~~constant US$ basis. For the second quarter and year-to-date, comparable food and beverage revenues increased $1 million, or 0.4%, and $2 million, or 0.3%, respectively, due to an increase in ~~Brazil (discussed below). Results were~~banquet and audio-visual revenues, partially offset by a decline in outlet revenues. Comparable other revenues grew by $12 million, or 16.7%, for the second quarter, and $21 million, or 15.9%, year-to-date, due to an increase in attrition and cancelation revenues and resort and destination fees.

~~mixed across our remaining portfolio~~The strongest markets for the quarter aswere Philadelphia and Florida Gulf Cost, which had Total RevPAR increases of 10.6% and 7.4%, respectively. The improvements primarily were the result of an increase in group performance in both markets and an increase in transient rates at the two airport hotels, driving strong RevPAR growth. In addition, the guestroom corridor renovations were completed at The Don Cesar which resulted in an improvement of occupancy at the hotel of over 70 basis points. The Phoenix and San Diego markets also outperformed our portfolio with Total RevPAR increases of 7.1% and 5.7%, respectively. In Phoenix, strong transient growth of 10.7% and an increase in business travel segments resulted in the improvement in Total RevPAR. In San Diego, food and beverage revenues increased by 10% due to strong corporate group room nights, which resulted in a 13% increase in banquet and audio-visual revenues. These strong performances were offset by Total RevPAR declines at our Seattle and New York properties of 10.0% and 7.2%, respectively. The decline in Seattle was driven by fewer group room nights due to a decrease in citywide events. Renovations at the New York Marriott Marquis and New York Marriott Downtown hotels contributed to the declines in ~~our Florida, Atlanta and Chicago markets were partially offset by strong performances in our Phoenix, Seattle, and San Francisco markets. In addition to the negative effect of the holiday shift~~New York, along with weak demand in the ~~third quarter of 2017,~~Times Square submarket and a large group cancellation, resulting in significant declines in RevPAR. F&B revenues in New York also were impacted by the ~~disruption~~significant drop in ~~business from the hurricanes are estimated to have reduced Comparable RevPAR by approximately 45 basis points for the third quarter based on pre-hurricane forecasts.~~group and transient room nights.

On a constant US$ basis, Total RevPAR at our comparable international properties ~~decreased 31.0%~~improved 2.1% for the ~~third~~second quarter and ~~17.6% year-to-date. The decline was~~3.5% for year-to-date, primarily due to an increase in group demand at our Brazil hotels from the Copa América soccer tournament.

Thus far in 2019, we have achieved stable margin performance compared to prior year, despite the RevPAR declines. For the quarter and year-to-date, downward pressure on margins due to the ~~highly unfavorable comparison~~overall decline in RevPAR and increasing labor costs were offset by an increase in ancillary revenues, the operating guarantees provided by Marriott related to the ~~prior year, when Brazil hosted~~Marriott transformational capital program discussed below and realized benefits from the ~~2016 Olympics~~Marriott and ~~Paralympics,~~Starwood merger, as well as ~~economic~~productivity improvements and ~~over-supply issues in Brazil.~~

reduced food and beverage costs of goods sold. Operating profit ~~margins~~margin (calculated based on GAAP operating profit as a percentage of GAAP revenues) ~~decreased 100~~increased 160 basis points, to ~~10.1%~~18.9%, for the ~~third~~second quarter and ~~increased 40~~210 basis points, to ~~13.4%~~17.3%, year-to-date. These operating profit margins benefited from the addition of higher margin hotels acquired in 2019 and 2018 and impairment expense of $13 million and $21 million recorded in second quarter and year-to-date 2018, respectively. The operating profit margins also are affected ~~significantly~~ by several other items, including dispositions, depreciation expense and corporate expenses. Our comparable hotel EBITDA ~~margins,~~margin, which ~~exclude~~excludes these items, ~~decreased 75~~declined 20 basis points, to ~~26.1%~~32.5%, for the ~~third~~second quarter and increased 1015 basis points, to ~~28.0%~~30.45%, year-to-date. For the quarter, approximately 85% of the decline was due to the performance of the properties in Brazil and the effects of the hurricanes described above. Year-to-date, we continue to see labor productivity improvements at certain of our properties, which are reflective of the time and motion studies we have initiated at some of our largest hotels over the past two years and continue to implement at our medium and smaller-sized hotels. These studies have resulted in hotel managers establishing more accurate labor model standards and improved and expanded forecasting tools, which allow them to more effectively schedule labor based on demand and to minimize excess staffing, thereby reducing costs.

Net income increased $79 million for the quarter ~~decreased $3~~and $12 million year-to-date. For the quarter, the improvement primarily was due to ~~a decline in operating profit of 11.8%, partially offset by the~~an increase in gain on sale of assets ~~net~~ of ~~tax. Year-to-date, net income decreased $165 million, primarily~~$57 million. The increase year-to-date was due to the improvement in operating profit, partially offset by a ~~decrease~~decline in gain on sale of ~~assets, net~~assets. These changes led to an increase in diluted earnings per share of ~~tax.~~$0.11, or 39.3%, for the quarter and $0.02, or 3.2%, year-to-date. Adjusted EBITDAre, which excludes gain on sale of assets and impairment expense, decreased ~~$25~~$16 million, or 3.4%, for the quarter and increased $21 million, or 2.5%, year-to-date. The net effect of our recent acquisitions and dispositions reduced the quarterly results for Adjusted EBITDAre by $4 million and increased year-to-date results by $17 million, while the sale of our interest in the Euro JV in December of 2018 reduced Adjusted EBITDAre by $17 million and $23 million for the quarter ~~due to a decrease in gain on business interruption settlements~~ and ~~a decline in operations. Year-to-date, Adjusted EBITDA increased $5 million. Based on actual results~~year-to-date, respectively, as compared to the anticipated results for the quarter, we estimate that the impact of the hurricanes was approximately $7 million in the quarter for both net income and Adjusted EBITDA. These changes resulted in no change in earnings per diluted share for the quarter and a decrease of $0.21, or 24.7%, year-to-date.prior year. Similarly, Adjusted FFO per diluted share decreased ~~$0.04,~~$0.01, or ~~10.8%~~1.9%, infor the quarter and ~~$0.01,~~increased $0.04, or ~~0.8%~~4.1%, ~~for year-to-date, reflecting the operating results described above as well as an increase in interest expense.~~year-to-date.

The trends and transactions described for Host Inc. affected similarly the operating results for Host L.P., as the only significant difference between the Host Inc. and the Host L.P. statements of operations relates to the treatment of income attributable to the ~~third party~~unaffiliated limited partners of Host L.P.

~~Forecasts for~~Expectations of the ~~United States economy continue to be cautiously optimistic~~overall growth in lodging demand for the remainder of ~~2017,~~2019 has weakened since the first quarter, as concerns surrounding an economic slowdown and political and trade uncertainty have weighed on business sentiment, despite continued strength in the ~~country continues to experience low unemployment rates, corporate profits have improved~~broader U.S. economy. Consensus estimates anticipate real GDP growth of 2.5%, implying growth above the long-term trend, albeit at a slight deceleration from 2018 growth of 2.9%. Additionally, the economic outlook is supported by strong consumer confidence and a robust labor market, which will typically buoy travel demand. However, slower economic growth abroad has constrained growth in inbound international travel and the outlook for business investment growth has ~~accelerated. While discussions~~softened. Specifically, uncertainty surrounding U.S./China trade disputes, Great Britain’s anticipated exit from the European Union, and the stronger U.S. dollar have impacted lodging demand and, as a result, we are not experiencing lodging demand that might have been expected based on ~~tax reform have picked up,~~ the ~~timing and economic impact~~strength of ~~any legislation remains uncertain though we remain hopeful it will benefit~~ the ~~lodging industry.~~overall U.S. economy.

~~While~~At the same time, industry ~~has experienced slightly above average~~ supply growth in ~~2017, demand growth has outpaced supply, and~~2019 continues to be above the ~~majority of markets are operating at~~long-term average, but below historical peak ~~occupancy~~ levels. ~~Yet, some~~Some of our markets, such as New York and ~~Houston, have continued~~Seattle, continue to experience above-average supply ~~growth in 2017 that has exceeded demand~~ growth, which has made it more challenging for our operators to maintain high levels of occupancy and grow average rates. ~~However,~~Therefore, while we have noted positive economic indicators for the broader U.S. economy, constrained lodging demand and targeted supply growth ~~in these markets has remained strong~~are expected to limit overall ~~and we continue to focus on shifting~~RevPAR growth for our portfolio for the ~~mix~~balance of ~~business toward more profitable channels.~~2019.

Our operations were affected by Hurricanes Harvey and Irma during the third quarter and continue to be impacted by damages sustained during the storms. All four of our hotels in Houston were able to remain operational during the hurricane. In Florida, due to evacuation mandates, seven of our nine consolidated properties were temporarily closed; however, all have since reopened, although approximately 320 rooms remain out of service. Based on ~~the operating readiness and level of property damage sustained, we did not remove any properties from our comparable operations for the quarter and full year forecast. As a result,~~these trends, we estimate that for the full year 2019, comparable RevPAR ~~growth for full year 2017~~ will bedecrease between ~~1.15%~~1.0% and ~~1.35%~~0.0%, on a constant US$ basis. ~~Additionally, we have recorded an insurance receivable of $31 million; however, we are still evaluating~~We expect leisure demand to remain strong as the ~~complete property~~year progresses and ~~business interruption impacts of the storms.~~

~~The current outlook~~ for the ~~lodging industry~~second half of 2019 results to be stronger than the first half. Disruption due to the Marriott transformational capital program discussed below is ~~uncertain; therefore,~~anticipated to reduce comparable hotel RevPAR by approximately 50 basis points in 2019 (in addition to disruptions at our non-comparable hotels). However, the estimated effect to earnings caused by this disruption is offset by Marriott’s operating profit guarantees,of which we expect to receive $23 million in 2019. Despite the outlook discussed above, there can be no assurances that any increases in hotel revenues or earnings at our properties will continue for any number of reasons, including, but not limited to, slower than anticipated growth in the U.S. economy, changes in travel patterns, increased market volatility, escalating trade tensions and international economic and political instability.

~~Dispositions.~~Shareholder Return. During the second quarter, we ~~sold The Hilton Melbourne South Wharf~~repurchased 10.9 million shares at an average price of $18.32 per share, through our common share repurchase program, for ~~A$230~~a total of $200 million. On August 5, 2019, Host Inc.’s Board of Directors authorized an increase in its share repurchase program from $500 million ~~($184 million)~~to $1 billion. Subsequent to quarter end, the Company purchased an additional 3.7 million shares at an average price of $16.76 per share, pursuant to the Company’s trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act. In total, we have repurchased 14.6 million shares at an average price of $17.92 for a total of $262 million. After taking into account these events and the ~~Sheraton Indianapolis Hotel at Keystone Crossing~~second quarter repurchases, it leaves $738 million available for ~~$66~~repurchase.

Dispositions. During the second quarter of 2019, we sold the Newport Beach Marriott Bayview, the leasehold interest in the Washington Dulles Airport Marriott and The Westin Mission Hills Golf Resort & Spa for $118 million. ~~We also reached an agreement~~In addition, we sold the Courtyard Chicago Downtown/River North, Residence Inn Arlington Pentagon City and Chicago Marriott Suites O’Hare subsequent to ~~sell the Key Bridge Marriott~~quarter end for ~~$190~~$189 million, including $8$12 million offor the FF&E replacement ~~funds, and as of September 30, 2017, it has been classified as held for sale.~~funds. We ~~expect~~are in active negotiations concerning the sale of additional properties, including the following five which we expect to ~~be completed no later than~~close in the ~~first quarter of 2018,~~third quarter: Scottsdale Marriott Suites Old Town, Scottsdale Marriott at McDowell Mountains, Costa Mesa Marriott, Atlanta Marriott Suites Midtown and The Westin Indianapolis. These five properties are under contract, subject to customary closing conditions. ~~Subsequent to quarter end,~~There can be no assurances that we ~~also sold a parcel of excess land at~~will complete the ~~previously sold Chicago Marriott O’Hare for approximately $10 million.~~

~~Debt transactions~~. During the quarter, in connection with the sale of the Hilton Melbourne South Wharf hotel, we repaid the A$86 million ($69 million) mortgage loan secured by the property and repaid A$50 million ($39 million) under the revolver portion of our credit facility. As of September 30, 2017, we had $807 million of available capacity remaining under the revolver portion of our credit facility. transactions.

~~Value enhancements.~~ ~~During the quarter, subject~~Projects. For full year 2019, we expect total capital expenditures of $550 million to ~~customary appeals, we received approvals for the rezoning~~$610 million. Thistotal amount consists of the golf course land at The Phoenician, A Luxury Collection Resort. The revised plan includes an 18-hole golf course, new tennis complex and activity center and allows for 60 acres of residential development. The approved plan allows for a mix of single-family, townhome and condominium units with approximately 360 units. The property is being marketed to third parties for the residential development.

In addition, we negotiated new management agreements for two properties in the third quarter, including the re-branding of The Ritz-Carlton, Buckhead in Atlanta to The Whitley, a Luxury Collection Hotel that will be managed by HEI Hotels & Resorts.

~~Redevelopment and Return on Investment Capital Expenditures.~~ ~~Redevelopment and~~ return on investment (“ROI”) projects ~~primarily consist~~ of ~~large-scale redevelopment~~approximately $315 million to $345 million and renewal and replacement expenditures of $235 million to $265 million. ROI projects ~~designed~~include approximately $225 million for ten hotels related to ~~increase cash flow and improve profitability by capitalizing on changing market conditions and~~ the favorable locations of our properties, including projects such as the redevelopment of a hotel, the repositioning of a hotel restaurant, the installation of energy efficient systems or the conversion of underutilized space to more profitable uses. Additionally, in conjunction with the acquisition of a property, we prepareMarriott transformational capital ~~and operational improvement plans designed to maximize profitability.~~ program discussed below.

During the ~~third quarter,~~first half of 2019, we ~~completed the pool renovation~~spent approximately $122 million on ROI capital projects and restaurant repositioning at The Phoenician as part of a multi-year project, as well as the redesign of restaurant and meeting space at The Ritz-Carlton, Buckhead. We deployed approximately $53 million for these projects during the first three quarters of 2017.

~~We expect that redevelopment and ROI projects for full year 2017 will be approximately $90 million to $100 million.~~

~~Renewal and Replacement Capital Expenditures.~~ ~~These expenditures are designed to ensure that our standards for product quality are maintained and to enhance the overall competitiveness of our properties in the marketplace. We deployed $155~~$118 million on renewal and replacement ~~capital expenditures~~projects. Significant projects completed during the ~~first three quarters~~quarter included the final phase of ~~2017. During~~ the ~~third quarter, we completed~~brand conversion and room renovation at The Whitley, Atlanta Buckhead, the repositioning of the lobby and public space at Coronado Island Marriott Resort & Spa, and the renovation of the ~~48,000-square foot ballroom~~lobby and 120,000 square feet of meeting space at the San Francisco Marriott Marquis.

In collaboration with Marriott, we initiated a transformational capital program in 2018 on 17 properties that is expected to occur over a four-year period. We believe these investments will make these hotels more competitive in their respective markets and will enhance long-term performance through increases in RevPAR and market yield index. To accelerate this process, we agreed to invest amounts in excess of the FF&E reserves required under our management agreements, or approximately an average of $175 million per year, which amounts are included in the forecast range of 2019 capital expenditures reflected above. In exchange, Marriott has provided additional priority returns on the agreed upon investments and operating profit guarantees of up to $84 million over the four years to offset expected business disruption. Of the 17 properties included in the program, we have started or expect to start on ten hotels in 2019. We have substantially completed the projects at Coronado Island Marriott Resort & Spa and New ~~Orleans~~York Marriott ~~as well as ballroom renovations at~~Downtown and two more of the JWproperties are expected to be completed in 2019: the San Francisco Marriott ~~Hotel Mexico City,~~Marquis and the JW Marriott Atlanta Buckhead and The Ritz-Carlton, Naples. We expect that our investment in renewal and replacement expenditures in full year 2017 will total approximately $270 million to $300 million,~~which includes additional expected spend of approximately $55 million related to replacements for hurricane damage.~~Santa Clara Marriott.

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

	Quarter ended September 30,								Year-to-date ended September 30,								Quarter ended June 30,							Year-to-date ended June 30,
	2017			2016		Change			2017		2016			Change			2019		2018		Change			2019		2018		Change
Total revenues	$	1,254		$	1,295		(3.2	)%	$	4,043	$	4,093			(1.2	)%	$	1,483	$	1,518		(2.3	)%	$	2,873	$	2,864		0.3	%
Operating costs and expenses:
Property-level costs ⁽¹⁾		1,104			1,135		(2.7	)		3,428		3,492			(1.8	)		1,178		1,225		(3.8	)		2,323		2,372		(2.1	)
Corporate and other expenses		24			28		(14.3	)		79		82			(3.7	)		25		30		(16.7	)		54		58		(6.9	)
Gain on insurance and business interruption settlements		1			12		(91.7	)		6		15			(60.0	)
Operating profit		127			144		(11.8	)		542		534			1.5			280		263		6.5			496		434		14.3
Interest expense		43			38		13.2			125		116			7.8			43		45		(4.4	)		86		89		(3.4	)
Gain on sale of assets		59			14		321.4			105		245			(57.1	)		57		—	N/M				62		120		(48.3	)
Provision for income taxes		42			19		121.1			63		42			50.0			16		17		(5.9	)		18		21		(14.3	)

Host Inc.:
Net income attributable to non- controlling interests		1			1		—			6		7			(14.3	)
Net income attributable to non-controlling interests																		4		2		100.0			7		5		40.0
Net income attributable to Host Inc.		104			107		(2.8	)		472		636			(25.8	)		286		209		36.8			472		462		2.2

Host L.P.:
Net loss attributable to non-controlling interests		(1	)		—	N/M				—		(1	)	N/M
Net income attributable to non-controlling interests																		1		—	N/M				2		—	N/M
Net income attributable to Host L.P.		106			108		(1.9	)		478		644			(25.8	)		289		211		37.0			477		467		2.1
___________

For the ~~third~~second quarter and year-to-date ~~2017,~~2019, the results of hotels acquired or sold during the comparable periods ~~(collectively, our “Recent Acquisitions and Dispositions”) reduced~~impacted our year-over-year comparisons. Comparisons of our operations were affected by the acquisition of ~~two~~the 1 Hotel South Beach in February 2019 and full year-to-date results for the three Hyatt hotels ~~during the first quarter 2017: the W Hollywood~~ acquired in March ~~2017 and The Don CeSar and Beach House Suites complex acquired in February 2017. However, dispositions include~~2018. These acquisitions were offset by the sale of four hotels in ~~2017 and ten~~the first half of 2019 as well as the disposition of four hotels in ~~2016, which led to an overall net reduction in results.~~2018. The table below presents the ~~effects on~~net increase/reduction in revenues and earnings ~~from our Recent Acquisitions and Dispositions~~due to the results of hotels acquired or sold during the comparable periods, collectively the “Property Transactions” (in ~~millions, increase (decrease))~~millions):

	Quarter ended September 30,							Year-to-date ended September 30,								Quarter ended June 30,								Year-to-date ended June 30,
	2017		2016		Change			2017		2016		Change				2019		2018			Change			2019		2018			Change
Revenues:
Acquisitions	$	24	$	—	$	24		$	65	$	—	$	65			$	95	$	57		$	38		$	187	$	59		$	128
Dispositions		6		45		(39	)		46		203		(157	)			8		76			(68	)		34		154			(120	)
Total revenues	$	30	$	45	$	(15	)	$	111	$	203	$	(92	)		$	103	$	133		$	(30	)	$	221	$	213		$	8
Net income (excluding gain on sale, net of tax):
Net income (loss) (excluding gain on sale, net of tax):															Net income (loss) (excluding gain on sale, net of tax):
Acquisitions	$	3	$	—	$	3		$	14	$	—	$	14			$	16	$	8		$	8		$	41	$	9		$	32
Dispositions		3		—		3			8		20		(12	)			2		(8	)		10			12		(13	)		25
Net income (excluding gain on sale, net of tax):	$	6	$	—	$	6		$	22	$	20	$	2			$	18	$	—		$	18		$	53	$	(4	)	$	57

The following table presents total revenues in accordance with GAAP and includes both comparable and non-comparable hotels (in millions, except percentages):

	Quarter ended September 30,							Year-to-date ended September 30,							Quarter ended June 30,							Year-to-date ended June 30,
	2017		2016		Change			2017		2016		Change			2019		2018		Change			2019		2018		Change
Revenues:
Rooms	$	860	$	879		(2.2	)%	$	2,643	$	2,655		(0.5	)%	$	931	$	973		(4.3	)%	$	1,788	$	1,817		(1.6	)%
Food and beverage		314		336		(6.5	)		1,152		1,183		(2.6	)		449		449		—			882		862		2.3
Other		80		80		—			248		255		(2.7	)		103		96		7.3			203		185		9.7
Total revenues	$	1,254	$	1,295		(3.2	)	$	4,043	$	4,093		(1.2	)	$	1,483	$	1,518		(2.3	)	$	2,873	$	2,864		0.3

Rooms. Total rooms revenues decreased ~~2.2%~~$42 million, or 4.3%, and ~~0.5%~~$29 million, or 1.6%, for the quarter and year-to-date, respectively. ~~For~~Rooms revenues at our comparable hotels ~~rooms revenues~~ decreased ~~1.7% for the quarter, as an unfavorable holiday shift resulted in a decrease in group business, which led to declines in both average room rate~~$12 million, or 1.5%, and occupancy. Year-to-date, comparable rooms revenues increased 0.8% reflecting increases in both average room rate and occupancy. The net effects of our Recent Acquisitions and Dispositions reduced rooms revenues by $8$20 million, or 1.3%, for the quarter and ~~$52~~year-to-date, respectively, due to a decrease in occupancy and disruption from renovations at certain hotels. The net effect of our Property Transactions was a decrease in rooms revenues of $26 million, or 2.7%, and $5 million, or 0.3%, for the ~~year-to-date.~~quarter and year-to-date, respectively.

Food and beverage. Total food and beverage (“F&B”) revenues decreased 6.5% for the quarter and 2.6% year-to-date, reflecting the reduction in group business, which led to decreases in both outlet and banquet and audio visual revenue, as well as the negative impact of Hurricanes Harvey and Irma. Comparable F&B revenues decreased 5.6% for the quarter and 1.6% year-to-date. The net effect of our Recent Acquisitions and Dispositions reduced F&B revenues by $7 million for the quarter and $33 million for the year-to-date.

~~Other revenues.~~ ~~Total other revenues~~ were flat for the quarter and ~~decreased 2.7%~~increased $20 million, or 2.3%, year-to-date. Comparable F&B revenues increased $1 million, or 0.4%, for the quarter, and $2 million, or 0.3%, year-to-date. The year-to-date ~~primarily due to~~increase reflects strong banquet and audio-visual performance, partially offset by a decline in outlet revenues. The net effect of our Property Transactions on F&B revenues was immaterial for the quarter. Year-to-date, the net effect of our ~~Recent Acquisitions and Dispositions, which did not materially impact~~Property Transactions increased F&B revenues by $17 million, or 2.0%.

Other revenues. Total other revenues increased $7 million, or 7.3%, for the quarter ~~but reduced other revenues by $7~~and $18 million, or 9.7%, year-to-date. At our comparable hotels, other revenues increased ~~0.8%~~$12 million, or 16.7%, for the quarter and ~~1.1%~~$21 million, or 15.9%, year-to-date, ~~as an increase in rental income at the New York Marriott Marquis offset a decline~~primarily due to increases in attrition and cancellation ~~revenues.~~revenues and resort and destination fees. The net effect of our Property Transactions was a decrease in other revenues of $4 million, or 4.4%, and $4 million, or 2.2%, for the quarter and year-to-date, respectively.

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

	Quarter ended September 30,							Year-to-date ended September 30,							Quarter ended June 30,							Year-to-date ended June 30,
	2017		2016		Change			2017		2016		Change			2019		2018		Change			2019		2018		Change
Expenses:
Rooms	$	227	$	225		0.9	%	$	676	$	674		0.3	%	$	226	$	238		(5.0	)%	$	443	$	462		(4.1	)%
Food and beverage		242		257		(5.8	)		794		830		(4.3	)		290		290		—			575		568		1.2
Other departmental and support expenses		309		321		(3.7	)		952		981		(3.0	)		334		336		(0.6	)		661		651		1.5
Management fees		53		54		(1.9	)		178		177		0.6			71		73		(2.7	)		125		127		(1.6	)
Other property-level expenses		97		96		1.0			294		289		1.7			91		99		(8.1	)		183		197		(7.1	)
Depreciation and amortization		176		182		(3.3	)		534		541		(1.3	)		166		189		(12.2	)		336		367		(8.4	)
Total property-level operating expenses	$	1,104	$	1,135		(2.7	)	$	3,428	$	3,492		(1.8	)	$	1,178	$	1,225		(3.8	)	$	2,323	$	2,372		(2.1	)

Our operating costs and expenses, which have both fixed and variable components, are affected by changes in occupancy, inflation, and revenues (which affect management fees), though the effect on specific costs and expenses will differ. Our wages and benefits expenses account for approximately 57% of the operating expenses at our hotels (excluding depreciation). For the second quarter and year-to-date 2019, wages and benefit expenses increased 2.8% and 2.1%, respectively, at our comparable hotels due to

overall benefit cost growth, as well as changes in state, city, or local legislation and collective bargaining agreements. 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.

Rooms. Rooms expenses ~~increased 0.9% and 0.3%~~declined $12 million, or 5.0%, for the ~~third~~second quarter and ~~year-to-date 2017, respectively, which reflects an increase of 1.6% and 2.0%~~$19 million, or 4.1%, year-to-date. Our comparable hotels rooms expenses declined $1 million, or 0.8%, for the quarter and $6 million, or 1.6%, year-to-date, ~~respectively, at our comparable hotels. The~~reflecting the decrease in occupancy, partially offset by the increase ~~was driven by overall growth~~ in ~~wage rates.~~ wages. The net effect of our ~~Recent Acquisitions and Dispositions reduced~~Property Transactions decreased rooms expenses $3by $10 million, ~~and $14 million~~or 4.3%, for the quarter and ~~year to date, respectively.~~ $13 million, or 2.7%, year-to-date.

Food and beverage. F&B expenses ~~decreased 5.8%~~were flat for the quarter and ~~4.3%~~increased $7 million, or 1.2%, year-to-date. ~~The net effect of our Recent Acquisitions and Dispositions reduced F&B expenses by $5 million and $23 million for the quarter and year-to-date, respectively.~~ For our comparable hotels, F&B expenses ~~decreased 5.2%~~increased $3 million, or 1.3%, for the quarter and ~~3.0%~~$3 million, or 0.7%, year-to-date, ~~consistent with~~reflecting an increase in F&B wage and benefit expenses. The net effect of our Property Transactions decreased F&B expenses by $4 million, or 1.3%, for the ~~decline in comparable~~quarter, and increased F&B ~~revenues.~~ expense by $3 million, or 0.6%, year-to-date.

Other departmental and support expenses. Other departmental and support expenses decreased ~~$12~~$2 million, or 0.6%, for the ~~third~~second quarter and ~~$29~~increased $10 million, ~~year-to-date, primarily due to a decrease of $7 million for the quarter and $31 million year-to-date from the net effect of our Recent Acquisitions and Dispositions.~~or 1.5%, year-to-date. On a comparable hotel basis, other departmental and support expenses ~~decreased $5~~increased $6 million, or 2.2%, for the quarter and ~~were flat~~$11 million, or 2.0%, year-to-date, primarily due to increases in wages, partially offset by decreases in sales and marketing expenses. The net effect of our Property Transactions decreased other departmental and support expenses by $9 million, or 2.6%, for the quarter and $1 million, or 0.2%, year-to-date.

Management fees. Base management fees, which generally are calculated as a percentage of total revenues, decreased $2 million, or 4.3%, in the ~~third~~second quarter and $4$1 million, ~~year-to-date, due primarily to~~or 1.1%, year-to-date. On a comparable hotel basis, base management fees were flat for both the ~~net effect of our Recent Acquisitions~~quarter and ~~Dispositions.~~year-to-date. Incentive management fees, which generally are ~~generally~~ based on the ~~level~~amount of operating profit at each property after we receive a priority return on our investment, ~~increased~~decreased $1 million, or 3.6%, for the ~~third~~ quarter and $4increased $3 million, or 6.7%, year-to-date. On a comparable hotel basis, incentive management fees decreased $2 million, or 6.7%, for the quarter and $1 million, or 2.2%, year-to-date, primarily reflecting the decrease in operations at our New York 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 $1~~decreased $8 million, or 8.1%, for the ~~third~~ quarter and $5$14 million, or 7.1%, year-to-date. Other property-level expenses at our comparable hotels ~~were flat~~decreased $3 million, or 3.4%, for the ~~quarter. Year-to-date, comparable other property-level expenses increased 2.7%~~quarter and $8 million, or 5.0%, year-to-date, primarily due to ~~increases~~the receipt of operating profit guarantees from Marriott under the transformational capital program, in ~~property taxes and ground rent, partially offset by a decrease in insurance expense.~~ addition to benefits from synergies of the Marriott merger with Starwood Hotels. The net effect of our ~~Recent Acquisitions~~ Property Transactions decreased other property-level expenses by $2 million, or 2.5%, for the quarter and ~~Dispositions reduced~~increased other property-level expenses by $1 million, or 0.4%, year-to-date.

Depreciation and amortization. Depreciation and amortization expense decreased $23 million, or 12.2%, for the quarter and $6$31 million, ~~year-to-date.~~or 8.4%, year-to-date, as a result of impairment expenses that were recorded in 2018.

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

	Quarter ended September 30,				Year-to-date ended September 30,				Quarter ended June 30,				Year-to-date ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
General and administrative costs	$	21	$	26	$	70	$	74	$	22	$	26	$	47	$	51
Non-cash stock-based compensation expense		3		2		8		8		3		4		7		7
Litigation accruals and acquisition costs, net		—		—		1		—
Total	$	24	$	28	$	79	$	82	$	25	$	30	$	54	$	58

Interest expense. Interest expense ~~increased~~decreased for the quarter and year-to-date due to ~~the issuance of the Series G senior notes in the first quarter 2017.~~a lower overall debt balance. The following table details our interest expense for the quarter and year-to-date (in millions):

		Quarter ended September 30,				Year-to-date ended September 30,					Quarter ended June 30,				Year-to-date ended June 30,
		2017		2016		2017		2016			2019		2018		2019		2018
Cash interest expense⁽¹⁾		$	41	$	35	$	120	$	110		$	42	$	44	$	83	$	86
Non-cash interest expense			2		3		5		6			1		1		3		3
Total interest expense		$	43	$	38	$	125	$	116		$	43	$	45	$	86	$	89
___________	___________									___________

Gain on sale of assets. During the ~~third~~second quarter, ~~and year-to-date 2017,~~we recognized gain on sale of assets of $57 million related to the sale of three hotels. Year-to-date, the gain on sale of assets of $62 million also includes the sale of one hotel in the first quarter. Year-to-date 2018, we recognized a gain on sale of assets of ~~$59~~$120 million ~~and $105 million, respectively, due primarily~~related to the sale of ~~two hotels~~one hotel in the ~~third~~first quarter ~~and four hotels year-to-date. We recognized a gain on sale~~ of ~~assets of $14 million and $245 million during the third quarter and year-to-date 2016, respectively, due to the sale of two hotels during the third quarter and ten hotels year-to-date.~~

~~Equity in earnings of affiliates~~. Equity in earnings of affiliates decreased $4 million for the quarter, reflecting a decline in net income at our European joint venture and a decrease in operations at the Philadelphia Marriott Downtown. Year-to-date, equity in earnings of affiliates remained flat.2018.

Provision for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes. The difference between hotel-level operating cash flow and the aggregate rent paid to Host L.P. by the TRS represents its taxable income or loss, with regard to which we record an income tax provision or benefit. The ~~increase in the~~ income tax provision recorded in the ~~third~~second quarter and year-to-date ~~2017 compared~~2019 decreased by $1 million and $3 million, respectively, due to ~~the same periods~~a decline in ~~2016 relates to an increase of taxable~~net income ~~of the TRS and the Australian capital gains tax (approximately $22 million) associated with the sale of the Hilton Melbourne South Wharf on July 28, 2017.~~from our equity investments.

We discuss operating results for our hotels on a comparable basis. Comparable hotels are those ~~properties~~hotels that we have consolidated for the entirety of the reporting periods being compared. Comparable hotels do not include the results of hotels acquired or sold, that incurred significant property damage or business interruption, or have undergone large scale capital projects during these periods. As of ~~September~~June 30, ~~2017, 87~~2019, 83 of our 9490 owned hotels are classified as comparable hotels. See “Comparable Hotel Operating Statistics” for a complete description of our comparable hotels. We also discuss our comparable RevPAR results by geographic ~~market~~location and mix of business (i.e. transient, group, or contract).

The following tables set forth performance information for our comparable hotels by geographic ~~market~~location as of ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively:

	As of June 30, 2019				Quarter ended June 30, 2019									Quarter ended June 30, 2018
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		3		1,682	$	354.83		92.6	%	$	328.52	$	513.83	$	342.49		91.7	%	$	313.94	$	495.50		4.6	%		3.7	%
Jacksonville		1		446		414.11		84.1			348.40		753.61		400.02		84.6			338.47		741.04		2.9			1.7
Florida Gulf Coast		3		940		263.12		75.6			198.83		368.05		253.36		72.8			184.54		342.76		7.7			7.4
Phoenix		5		2,163		249.43		76.0			189.69		415.48		239.04		74.5			177.97		387.91		6.6			7.1
Washington, D.C. (CBD)		5		3,238		278.76		91.5			255.04		367.23		287.52		89.7			257.90		364.36		(1.1	)		0.8
New York		3		4,259		292.59		84.9			248.42		378.93		302.85		91.0			275.50		408.48		(9.8	)		(7.2	)
Los Angeles		4		1,726		228.49		89.1			203.54		300.39		230.17		89.5			205.90		305.41		(1.1	)		(1.6	)
San Francisco/San Jose		5		2,353		233.63		81.1			189.45		257.61		229.61		85.1			195.50		272.95		(3.1	)		(5.6	)
San Diego		4		4,341		239.00		82.2			196.35		358.12		232.31		84.7			196.69		338.73		(0.2	)		5.7
Philadelphia		2		810		247.35		89.7			221.94		366.74		223.69		89.0			199.05		331.56		11.5			10.6
Boston		4		3,185		269.77		87.9			237.25		323.53		262.60		89.1			233.87		315.58		1.4			2.5
Seattle		2		1,315		234.35		85.1			199.47		271.52		253.60		88.6			224.66		301.53		(11.2	)		(10.0	)
New Orleans		1		1,333		196.98		81.0			159.65		233.90		196.05		85.4			167.43		231.49		(4.7	)		1.0
Atlanta		5		1,936		187.76		76.8			144.13		224.53		183.48		80.1			146.93		226.88		(1.9	)		(1.0	)
Northern Virginia		4		1,551		216.65		79.8			172.97		268.16		210.02		82.1			172.47		275.19		0.3			(2.6	)
San Antonio		1		512		191.14		78.6			150.16		201.00		198.76		76.4			151.84		201.75		(1.1	)		(0.4	)
Miami		2		843		147.95		79.9			118.28		169.08		143.52		80.9			116.09		173.14		1.9			(2.3	)
Orange County		3		1,178		180.76		80.1			144.73		231.12		188.90		80.2			151.58		237.44		(4.5	)		(2.7	)
Orlando		1		2,004		177.39		70.7			125.33		295.11		186.83		75.0			140.15		310.02		(10.6	)		(4.8	)
Chicago		6		2,393		224.69		83.8			188.34		257.40		234.71		83.9			197.01		261.57		(4.4	)		(1.6	)
Houston		4		1,716		181.69		74.6			135.49		193.31		178.28		74.9			133.49		195.67		1.5			(1.2	)
Denver		3		1,340		176.07		79.4			139.88		210.69		169.90		81.3			138.10		199.97		1.3			5.4
Other		7		3,084		174.29		80.8			140.84		200.55		170.71		81.2			138.56		198.17		1.6			1.2
Domestic		78		44,348		237.64		82.5			196.16		309.64		236.94		84.1			199.33		309.39		(1.6	)		0.1

International		5		1,499		158.97		69.7			110.79		169.04		157.07		66.7			104.71		165.55		5.8			2.1
All Locations - Constant US$		83		45,847		235.46		82.1			193.37		305.04		234.86		83.6			196.24		304.68		(1.5	)		0.1

Comparable Hotels in Nominal US$
	As of June 30, 2019				Quarter ended June 30, 2019									Quarter ended June 30, 2018
	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	$	158.97		69.7	%	$	110.79	$	169.04	$	164.45		66.7	%	$	109.63	$	173.05		1.1	%		(2.3	)%
Domestic		78		44,348		237.64		82.5			196.16		309.64		236.94		84.1			199.33		309.39		(1.6	)		0.1
All Locations		83		45,847		235.46		82.1			193.37		305.04		235.05		83.6			196.40		304.93		(1.5	)		-

		As of September 30, 2017				Quarter ended September 30, 2017							Quarter ended September 30, 2016													As of June 30, 2019								Year-to-date ended June 30, 2019																		Year-to-date ended June 30, 2018
Market		No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Hawaii			3		1,682	$	325.44		92.4	%	$	300.75	$	316.67		92.5	%	$	292.77		2.7	%
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																											3				1,682			$	376.50				90.9			%		$	342.19			$	523.28			$	369.42				91.5		%			$	338.07			$	513.44				1.2		%				1.9		%
Jacksonville																											1				446				391.86				81.4						318.88				722.04				379.63				78.0						296.04				652.57				7.7						10.6
Florida Gulf Coast																											3				940				297.71				80.3						238.93				440.35				290.69				78.7						228.71				417.34				4.5						5.5
Phoenix																											5				2,163				296.68				80.1						237.53				486.65				280.57				79.0						221.75				444.04				7.1						9.6
Washington, D.C. (CBD)																											5				3,238				265.11				82.5						218.62				312.73				271.10				80.8						218.98				308.40				(0.2		)				1.4
New York																											3				4,259				266.94				78.5						209.56				323.62				279.78				84.4						236.06				355.61				(11.2		)				(9.0		)
Los Angeles																											4				1,726				226.22				87.8						198.59				294.83				230.21				89.3						205.66				301.57				(3.4		)				(2.2		)
San Francisco/San Jose																											5				2,353				242.68				78.5						190.62				260.53				227.62				82.7						188.17				263.43				1.3						(1.1		)
San Diego																											4				4,341				237.09				79.8						189.18				344.22				232.08				83.3						193.25				339.05				(2.1		)				1.5
Philadelphia																											2				810				220.90				83.9						185.41				304.83				208.50				86.3						179.87				296.75				3.1						2.7
Boston																											4				3,185				233.09				78.2						182.20				256.05				227.91				79.9						182.21				251.90				—						1.6
Seattle			2		1,315		267.84		93.6			250.75		258.78		90.9			235.26		6.6						2				1,315				215.31				81.3						174.95				237.90				229.83				81.9						188.18				254.98				(7.0		)				(6.7		)
New York			8		6,961		271.00		91.3			247.53		280.23		89.8			251.75		(1.7	)
San Francisco			4		2,912		256.52		89.4			229.21		252.99		86.8			219.71		4.3
Boston			4		3,185		244.72		88.5			216.68		242.48		90.5			219.42		(1.2	)
San Diego			3		2,981		225.90		86.5			195.47		213.13		91.4			194.80		0.3
Los Angeles			7		2,843		214.72		87.7			188.40		216.17		86.9			187.75		0.3
New Orleans																											1				1,333				203.37				81.3						165.38				241.84				196.70				84.1						165.33				233.70				—						3.5
Atlanta																											5				1,936				206.28				77.3						159.48				244.63				187.72				79.4						149.03				234.06				7.0						4.5
Northern Virginia																											4				1,551				211.48				73.6						155.70				245.64				206.27				76.4						157.49				251.14				(1.1		)				(2.2		)
San Antonio																											1				512				197.50				78.7						155.38				213.22				202.81				77.0						156.24				208.41				(0.6		)				2.3
Miami																											2				843				180.61				83.4						150.62				207.39				176.63				84.7						149.54				208.27				0.7						(0.4		)
Orange County																											3				1,178				186.79				79.6						148.73				238.20				190.81				78.1						149.09				233.21				(0.2		)				2.1
Orlando																											1				2,004				193.57				74.8						144.76				339.92				199.24				78.3						156.02				348.47				(7.2		)				(2.5		)
Chicago			6		2,392		204.47		88.5			180.94		216.88		87.0			188.71		(4.1	)					6				2,393				189.47				73.2						138.60				191.07				196.59				75.6						148.68				200.05				(6.8		)				(4.5		)
Houston																											4				1,716				182.15				75.2						136.92				197.16				178.56				75.7						135.11				202.53				1.3						(2.7		)
Denver			2		735		190.27		88.6			168.50		189.33		85.5			161.91		4.1						3				1,340				169.71				72.1						122.41				184.62				162.24				74.4						120.78				176.12				1.4						4.8
Washington, D.C.			12		6,024		193.93		82.5			160.05		193.50		81.4			157.43		1.7
Atlanta			5		1,939		189.32		75.9			143.69		189.85		80.3			152.43		(5.7	)
Florida			8		4,559		181.83		62.1			112.92		182.06		68.0			123.72		(8.7	)
Houston			4		1,716		168.11		66.3			111.49		167.78		67.7			113.58		(1.8	)
Phoenix			4		1,518		142.34		65.7			93.47		147.53		58.0			85.57		9.2
Other			9		5,784		160.58		71.9			115.42		169.12		71.5			120.96		(4.6	)					7				3,084				171.22				75.8						129.81				184.13				170.32				76.5						130.37				187.53				(0.4		)				(1.8		)
Domestic			81		46,546		219.88		81.6			179.38		221.01		81.8			180.69		(0.7	)					78				44,348				233.93				79.1						184.97				295.04				231.89				80.9						187.59				294.51				(1.4		)				0.2

Canada			2		849		192.87		79.4			153.11		198.84		76.7			152.45		0.4
Latin America			4		962		167.13		58.7			98.08		299.89		67.9			203.58		(51.8	)
International			6		1,811		181.13		68.4			123.87		249.47		72.0			179.62		(31.0	)					5				1,499				151.58				68.7						104.09				155.00				149.44				64.3						96.08				149.70				8.3						3.5
All Markets - Constant US$			87		48,357		218.65		81.1			177.30		221.95		81.4			180.65		(1.8	)
All Locations - Constant US$																											83				45,847				231.58				78.7						182.33				290.47				229.73				80.4						184.59				289.78				(1.2		)				0.2

Comparable Hotels in Nominal US$	Comparable Hotels in Nominal US$																						Comparable Hotels in Nominal US$
		As of September 30, 2017				Quarter ended September 30, 2017							Quarter ended September 30, 2016													As of June 30, 2019								Year-to-date ended June 30, 2019																		Year-to-date ended June 30, 2018
		No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in 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
Canada			2		849	$	192.87		79.4	%	$	153.11	$	191.03		76.7	%	$	146.46		4.5	%
Latin America			4		962		167.13		58.7			98.08		290.57		67.9			197.25		(50.3	)
International			6		1,811		181.13		68.4			123.87		240.91		72.0			173.45		(28.6	)	International		5				1,499			$	151.58				68.7			%	$		104.09			$	155.00			$	158.97				64.3			%		$	102.21			$	158.63				1.8			%			(2.3			)%
Domestic			81		46,546		219.88		81.6			179.38		221.01		81.8			180.69		(0.7	)	Domestic		78				44,348				233.93				79.1						184.97				295.04				231.89				80.9						187.59				294.51				(1.4			)			0.2
All Markets			87		48,357		218.65		81.1			177.30		221.67		81.4			180.41		(1.7	)
All Locations																							All Locations		83				45,847				231.58				78.7						182.33				290.47				229.98				80.4						184.79				290.07				(1.3			)			0.1

As of September 30, 2017

Year-to-date ended September 30, 2017

Year-to-date ended September 30, 2016

Market

No. of
Properties

No. of
Rooms

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Percent
Change in
RevPAR

Hawaii

3

1,682

$
339.86

90.9
%

$
308.79

$
326.28

91.4
%

$
298.38

3.5
%
New York

8

6,961

263.14

86.7

228.26

268.49

86.4

232.10

(1.7
)
San Francisco

4

2,912

260.60

84.6

220.45

264.71

84.7

224.10

(1.6
)
Seattle

2

1,315

242.23

86.8

210.24

226.40

81.8

185.30

13.5

Boston

4

3,185

237.07

82.5

195.54

231.85

82.1

190.45

2.7

San Diego

3

2,981

223.18

84.3

188.08

210.42

86.0

181.05

3.9

Washington, D.C.

12

6,024

224.01

80.8

181.02

212.48

79.6

169.20

7.0

Los Angeles

7

2,843

208.11

85.1

177.05

206.35

84.5

174.42

1.5

Florida

8

4,559

235.84

73.2

172.56

230.87

75.5

174.35

(1.0
)
Chicago

6

2,392

197.01

79.6

156.82

201.88

77.6

156.57

0.2

Phoenix

4

1,518

208.06

74.1

154.14

213.44

68.4

146.04

5.5

Atlanta

5

1,939

192.65

78.1

150.46

192.39

79.4

152.70

(1.5
)
Denver

2

735

181.43

82.1

149.03

181.35

76.0

137.85

8.1

Houston

4

1,716

179.40

71.8

128.87

182.61

73.6

134.44

(4.1
)
Other

9

5,784

177.70

74.2

131.85

180.51

72.4

130.72

0.9

Domestic

81

46,546

228.30

80.8

184.44

226.16

80.3

181.55

1.6

Canada

2

849

179.33

65.9

118.18

176.57

63.9

112.79

4.8

Latin America

4

962

177.99

59.2

105.44

232.98

66.5

154.82

(31.9
)
International

6

1,811

178.65

62.4

111.41

207.10

65.2

135.13

(17.6
)
All Markets -
Constant US$

87

48,357

226.85

80.1

181.70

225.58

79.7

179.81

1.0

Comparable Hotels in Nominal US$

As of September 30, 2017

Year-to-date ended September 30, 2017

Year-to-date ended September 30, 2016

No. of
Properties

No. of
Rooms

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Average
Room Rate

Average
Occupancy
Percentage

RevPAR

Percent
Change in
RevPAR

Canada

2

849

$
179.33

65.9
%

$
118.18

$
174.32

63.9
%

$
111.35

6.1
%
Latin America

4

962

177.99

59.2

105.44

223.43

66.5

148.48

(29.0
)
International

6

1,811

178.65

62.4

111.41

200.90

65.2

131.08

(15.0
)
Domestic

81

46,546

228.30

80.8

184.44

226.16

80.3

181.55

1.6

All Markets

87

48,357

226.85

80.1

181.70

225.39

79.7

179.66

1.1

Our top performing domestic markets for the quarter were Phoenix and Seattle, with RevPAR growth of 9.2% and 6.6%, respectively. In Phoenix, growth was led by a 12.1% increase in RevPAR at The Westin Kierland Resort & Spa, driven by strong corporate group room nights. Seattle saw gains in both occupancy and rate, with the W Seattle continuing to experience positive effects from the completed rooms renovation last year.

In the southern and central United States, our Florida properties were negatively affected by Hurricane Irma, as just two of our Florida assets remained open throughout the storm. Likewise, our Houston properties were impacted by Hurricane Harvey. RevPAR declined 1.8% due to a shift from transient to group business, mainly related to recovery efforts. Atlanta underperformed the market due to an occupancy decline of 440 basis points, largely due to renovations at three of our properties. Chicago underperformed the portfolio due to soft transient demand and fewer city-wide events.

In the west region, our San Francisco and Denver markets outperformed the portfolio. The San Francisco RevPAR growth was primarily driven by occupancy gains at the San Francisco Marriott Marquis and the San Francisco Marriott Fisherman’s Wharf. RevPAR at our Denver properties increased due to strong group volume. In Hawaii, group and transient rate gains at the Hyatt Regency Maui Resort & Spa were the primary contributor to the RevPAR growth in the market.

On the east coast, our Washington, D.C. properties outperformed the portfolio, while our New York properties were in-line with the portfolio. In Washington, D.C., the RevPAR growth of 1.7% mainly was due to occupancy gains from strong city-wide events. In New York, RevPAR decreased due to rate declines across all the assets, despite an increase in occupancy.

On a constant dollar basis, our international markets experienced a decline in RevPAR of 31.0% for the quarter. The decline was primarily due to the highly unfavorable comparison to the prior year, when Brazil hosted the 2016 Olympics and Paralympics, as well as economic and over-supply issues in Brazil.

The majority of our customers fall into three broad categories: transient, group, and contract business. The information below is derived from business mix data for 8783 of our hotels for which business mix data is available from our managers. 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.

For the second quarter, transient revenues increased 0.4% reflecting a 0.9% increase in demand, offset by a 0.5% decrease in average rate. Transient business benefited from the extended spring break, as a result of the shift of the Easter holiday to the third week of April, and properties working to replace the group deficit during the quarter. Group demand was down 5.6% for the quarter, with rates up 0.9%, leading to an overall decline of 4.7%. Corporate group revenues were up 6.4%, driven by both rooms and average rate growth, while association business declined 16.4% for the quarter. Contract revenues decreased 7.4% for the quarter due to a decrease in airline crew volume in four of our ~~revenue decline~~markets.

Year-to-date, the decrease in revenues was driven by a 3.1% decrease in group revenue of 7.0%, with a decline in room nights sold of 6.9% and a decline in average rate of 0.2%. Group volume was negatively impacted by the shift of both Jewish holidays into the third quarter in 2017, as well as the difficult comparison with the Olympics in the third quarter of 2016 for our properties in Brazil. Transient revenue declined 1.0%, despite a 1.3% increase in room nights, as hotels sought to replace lost group rooms through discount channels. Contract business was our strongest performing segment with a 20.2% increase in revenue due to a 21.8% increase in room nights. This performance was due to additional airline contracts at hotels in markets where new supply or demand concerns warranted negotiating multi-year contracts at favorable rates.

~~Year-to-date, group and~~revenues, while transient ~~revenue declined by 0.5% and 0.1%, respectively.~~revenues were essentially flat. The decline in group ~~revenue was driven~~revenues reflects a 4.9% decrease in group demand, offset by a ~~1.9% decrease in corporate groups and a 0.5% decrease in association group, partially offset by an~~1.8% increase in ~~other~~average rate. Corporate group ~~which includes social, military, education, religious, fraternal and youth and amateur sports teams. Our strongest performing segment year-to-date was contract~~revenues were up 5.2%, while association business ~~which grew 19.7%~~declined 13%. Contract revenues increased 2.0%, driven entirely by average rate.

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 properties. Host Inc. is a REIT and its only significant asset is the ownership of partnership 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 stock issuances by Host Inc. are contributed to Host L.P. in exchange for 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 in order to provide financial flexibility given the inherent volatility of the lodging industry.~~We believe this~~ This strategy ~~will result~~has resulted in a lower overall cost of capital ~~allow~~for us, allowing us to complete opportunistic investments and acquisitions and ~~will position~~positions us to manage potential declines in operations throughout the lodging cycle. Over the past several years, we have 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.

We intend to use available cash predominantly for acquisitions or other investments in our portfolio. If we are unable to find appropriate investment opportunities, we will consider other uses, ~~for our cash,~~ such as a return of capital through dividends or common stock repurchases, the amounts of which will be determined by our operations and other market factors. Significant factors we review to determine the amount and timing of common stock repurchases include our current stock price compared to our determination of the underlying value of our assets, appropriate leverage levels, current and forecast operating results, ~~and~~ the completion of hotel ~~sales.~~sales and cash on hand.

We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of assets that are encumbered by mortgage debt. Currently, none of our consolidated hotels are encumbered by mortgage debt. We have access to multiple types of financing, as substantially all of our debt consists of senior notes and borrowings under our credit facility, none of which are collateralized by specific hotels. We believe that we have sufficient liquidity and access to capital markets in order to take advantage of opportunities to make acquisitions to enhance our portfolio, withstand declines in operating cash flow, pay near-term debt maturities, and fund our capital expenditures programs. We may continue to access capital markets if favorable conditions exist in order to enhance our liquidity, refinance senior notes and to fund cash needs. We have no significant debt maturities until 2021.

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 OP unitholders and stock and OP unit repurchases. 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. On ~~October 16, 2017,~~July 15, 2019, we paid a dividend of $0.20 per share on Host Inc.’s common stock, which dividend totaled approximately ~~$148~~$146 million.

Capital Resources. As of ~~September~~June 30, ~~2017,~~2019, we had ~~$789~~$1,107 million of cash and cash ~~equivalents.~~equivalents, $203 million in our FF&E escrow reserve and $943 million of available capacity remaining under the revolver portion of our credit facility. After taking into account the increase in the revolver occurring after quarter end, our available capacity under the revolver portion of the credit facility increased to $1,443 million. We depend primarily on external sources of capital to finance 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~~including our ability to incur debt, to make distributions and to make ~~investments)~~investments, is contingent on our ability to maintain compliance with the financial covenants of such indebtedness, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

If, at any time, we determine that market conditions are favorable, after ~~taking into account~~considering our liquidity requirements, we may cause Host L.P. to issue senior notes or debentures exchangeable for shares of Host Inc. common stock. Given the total amount of our debt and our maturity schedule, we will continue to redeem or refinance senior notes ~~and mortgage debt~~ from time to time, taking advantage of favorable market conditions. In ~~February 2017,~~July 2019, Host Inc.’s Board of Directors authorized repurchases of up to ~~$250 million~~$1.0 billion of senior notes ~~and mortgage debt~~ other than in accordance with ~~its~~their respective terms, of which the entire amount remains available under this authority. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, 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 refinancing or 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 ~~acceleration~~accelerated expensing of previously deferred and capitalized financing costs. In addition, while we intend to use any available cash predominantly for acquisitions or other investments in our hotel portfolio, to the extent that we do not identify appropriate investments, we may elect in the future to use available cash for other purposes, including share repurchases, subject to market conditions. Accordingly, ~~in light of~~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, 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 common stock. Any such transactions may, subject to applicable securities laws, occur simultaneously.

In order to have the flexibility to engage in repurchases and/or sales of common stock, depending upon prevailing market conditions, the following programs currently are in place. First, through a distribution agreement entered into in May 2018, we may issue and sell, from time to time, shares of common stock having a combined aggregate offering price of up to $500 million. The sales will be made in “at the market” offerings under SEC rules, including sales made directly on the NYSE. No shares were sold during the first or second quarters of 2019.

Additionally, ~~in February 2017,~~on August 5, 2019, Host Inc.’s Board of Directors authorized ~~a new~~an increase in its common stock share repurchase program to ~~repurchase up to~~$1 billion from the $500 million ~~of Host Inc. common stock.~~which had been previously authorized. The common stock may be purchased from time to time depending upon market conditions, and may be purchased in the open market or through private transactions or by other means, including ~~principal transactions with various financial institutions, like 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 ~~plan~~program does not obligate us to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion. WeThe number of shares purchased will depend upon operating results, funds generated by sales activity, dividends that may be required by those sales and investment options that may be available, including reinvesting in the portfolio or acquiring new hotels, as well as maintaining our strong leverage position. During the second quarter we repurchased 10.9 million shares at an average price of $18.32 per share, exclusive of commissions, for a total purchase price of approximately $200 million. Under the provisions of a trading plan designed to comply with Rule 10b5-1, we purchased an additional 3.7 million shares at an average price of $16.76 per share, subsequent to quarter end. Following these transactions, we have ~~not repurchased any shares~~$738 million of repurchase capacity available under ~~this~~the program.

Sources and Uses of Cash. Our sources of cash generally include cash from operations, proceeds from debt and equity issuances, and proceeds from asset sales. Uses of cash include acquisitions, ~~investments in our joint ventures,~~ capital expenditures, operating costs, debt repayments, and repurchases of and distributions to equity holders.

Cash Provided by Operations. ~~Our~~ Net cash provided by operations decreased ~~$51~~$31 million to ~~$864~~$624 million for the year-to-date ended ~~September~~June 30, ~~2017~~2019 compared to the same period of ~~2016,~~2018 due primarily to ~~an increase~~the payment of 2018 federal and state capital gain tax in ~~interest expense and~~the first quarter of 2019 related to the $77 million tax obligation on sales proceeds we elected to pay taxes ~~paid.~~on rather than distribute the gain to our stockholders, partially offset by improvement in operations.

Cash ~~Provided by (Used in)~~Used in Investing Activities. Net cash used in investing activities was ~~$200~~$460 million during the first ~~three quarters~~half of ~~2017~~2019 compared to ~~net cash provided by investing activities of $15~~$859 million for the first ~~three quarters~~half of ~~2016.~~2018. Cash used in investing activities ~~primarily~~during the first half of 2019 consisted of ~~capital expenditures for our existing portfolio and~~ the acquisition of ~~The Don CeSar, W Hollywood and~~ the ~~Miami Marriott Biscayne Bay ground lease~~ ~~in 2017. Cash used for renewal and replacement~~1 Hotel South Beach, while the first half of 2018 included the acquisition of a portfolio of three Hyatt hotels. We also spent approximately $240 million on capital expenditures for the first ~~three quarters~~half of ~~2017 and 2016 was $155~~2019 compared to $201 million ~~and $222 million, respectively, while cash used for capital expenditures invested~~ in ~~ROI/redevelopment projects and acquisition capital expenditures during~~ the ~~same period was $53 million and $192 million, respectively. This use~~first half of ~~cash was offset partially~~2018. Cash provided by investing activities consisted of proceeds from the ~~sale~~disposition of four hotels in ~~2017~~2019 and ~~ten~~two hotels in ~~2016.~~2018.

The following tables summarize significant acquisitions and dispositions that have been completed as of ~~October 31, 2017~~August 6, 2019 (in millions):

Transaction Date	Transaction Date	Description of Transaction			Investment			Transaction Date	Description of Transaction			Investment
Acquisitions
March	2017	Acquisition of the Miami Marriott Biscayne Bay ground lease			$	(38	)
March	2017	Acquisition of the W Hollywood				(219	)
February	2017	Acquisition of The Don CeSar and Beach House Suites complex				(214	)	2019	1 Hotel South Beach⁽¹⁾			$	(610	)
		Total acquisitions			$	(471	)		Total acquisitions			$	(610	)
___________								___________
(1) Investment includes the issuance of $26 million of preferred and common OP units.								(1) Investment includes the issuance of $26 million of preferred and common OP units.

Transaction Date	Transaction Date	Description of Transaction	Net Proceeds⁽¹⁾		Sales Price			Transaction Date	Description of Transaction	Net Proceeds⁽¹⁾		Sales Price
Dispositions
September	2017	Disposition of Sheraton Indianapolis at Keystone Crossing	$	64	$	66
August								2019	Chicago Marriott Suites O'Hare	$	35	$	39
July	2017	Disposition of the Hilton Melbourne South Wharf⁽²⁾		182		184		2019	Courtyard Chicago Downtown/River North and Residence Inn Arlington Pentagon City		141		150
April	2017	Disposition of Sheraton Memphis Downtown		66		67
June								2019	Washington Dulles Airport Marriott		9		11
April and June								2019	The Westin Mission Hills and Newport Beach Marriott Bayview		100		107
January	2017	Disposition of JW Marriott Desert Springs Resort & Spa		160		172		2019	The Westin New York Grand Central		276		302
		Total dispositions	$	472					Total dispositions	$	561
___________	___________							___________

Cash Used in Financing Activities. ~~Year-to-date 2017,~~ In the first half of 2019, net cash used in financing activities was ~~$244~~$611 million compared to ~~net cash used of $789~~$55 million for the ~~year-to-date 2016.~~first half of 2018. Cash used in financing activities in the first half of 2019 primarily consisted of the repurchase of common stock and dividend payments, while the first half of 2018 included dividend payments. Cash provided by financing activities in ~~2017~~the first half of 2018 included draws on the issuance of the Series G senior notes. Cash used in financing activities in 2017 primarily consisted of dividend payments and the repayment of mortgage debt, while 2016 also included the repurchase of Host Inc. common stock.credit facility.

~~The following tables summarize significant issuances, net of deferred financing costs and issuance~~ ~~discounts, or repayments of debt, including premiums, that have been completed through~~ ~~October 31, 2017~~ ~~(in millions~~):

The following table summarizes significant equity transactions that have been completed through ~~October 31, 2017~~August 6, 2019 (in millions):

			Transaction					Transaction
Transaction Date		Description of Transaction	Amount				Description of Transaction	Amount
Equity of Host Inc.
January - October	2017	Dividend payments⁽¹⁾⁽²⁾	$	(628	)
January - July						2019	Dividend payments ⁽¹⁾⁽²⁾	$	(480	)
May - August						2019	Repurchase of 14.6 million shares of Host Inc. common stock		(262	)
		Cash payments on equity transactions	$	(628	)		Cash payments on equity transactions	$	(742	)
___________

As of ~~September~~June 30, ~~2017,~~2019, our total debt was ~~$4.0~~$3.9 billion, with ana weighted average interest rate of ~~3.9%~~4.3% and ana weighted average maturity of ~~5.4~~3.7 years. Additionally, ~~70%~~73% of our debt has a fixed rate of interest and none of our hotels are encumbered by mortgage debt.

On August 1, 2019, Host L.P. entered into an amendment and restatement (the “Restatement”) of its existing senior unsecured bank credit facility dated as of May 31, 2017 with Bank of America, N.A., as administrative agent and certain other agents and lenders (the “Existing Credit Agreement”), for the purpose of replacing and refinancing (1) its existing $1 billion revolving credit facility tranche that was scheduled to mature in May 2021 (excluding any available extension option) with a new revolving credit facility tranche in the amount of $1.5 billion; (2) its existing $500 million term loan facility tranche that would have matured in May 2021 (excluding any available extension option) with a new term loan facility tranche in the same principal amount; and (3) its existing $500 million term loan facility tranche that would have matured in September 2020 with a new term loan facility tranche in the same principal amount. The Restatement provides, among other things, for:

Borrowings under the Restatement may be used for working capital, repayment of debt and other general corporate purposes, including for the consummation of acquisitions. As of June 30, 2019, we had approximately $57 million outstanding under the revolver portion of the Existing Credit Facility that was rolled forward to the new revolving credit facility pursuit to the Restatement, along with the $1 billion in term loans. Based on Host L.P.’s unsecured long-term debt rating on the date of the Restatement, we are able to borrow on the revolver at a rate of LIBOR plus 90 basis points and pay a facility fee of 20 basis points, and the rate on the term loans is LIBOR plus 100 basis points.

The Restatement imposes restrictions on customary matters that also were restricted in the Existing Credit Agreement. As with the Existing Credit Agreement, certain covenants are less restrictive at any time that our leverage ratio is below 6:1. In particular, at any time that our leverage ratio is below 6:1, the covenants in respect of dividends and other restricted payments are not applicable, and acquisition and investment transactions generally are permitted without limitation so long as, after giving effect to any such transaction, we are in compliance with the financial covenants under the Restatement. The Restatement also includes financial covenant tests applicable to the incurrence of debt generally that are consistent with the limitations applicable under the indentures for our investment grade senior notes. The Restatement also includes usual and customary events of default for facilities of this nature, and provides that, upon occurrence and continuation of an event of default, payment of all amounts payable under the credit facilities may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the credit facilities automatically will become due and payable and the lenders’ commitments automatically will terminate.

Credit Facility Covenants. Our credit facility contains certain important financial covenants concerning allowable leverage, unsecured interest coverage, and required fixed charge coverage. ~~There were no changes to these financial covenants in connection with the May 2017 amendment and restatement of the credit facility.~~ Total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance for purposes of measuring compliance. To the extent that no amounts are outstanding under the credit facility, breaching these covenants is not an event of default thereunder.

We are in compliance with all of our financial covenants under the credit facility. The following table summarizes the results of the financial tests required by the credit facility as of ~~September~~June 30, ~~2017:~~2019:

We are in compliance with all of the financial covenants applicable to our Series D, Series E, Series F and Series G senior notes. The following table summarizes the results of the financial tests required by the senior notes indentures for our Series D, Series E, Series F and Series G senior notes and our actual credit ratios as of ~~September~~June 30, ~~2017:~~2019:

The terms of our senior notes that were issued before we attained an investment grade rating contained provisions providing that many of the restrictive covenants in the senior notes indenture would not apply should Host L.P. attain an investment grade rating. Accordingly, because our senior notes currently are rated investment grade by both Moody’s and Standard & Poor’s, the covenants in our senior notes indenture (for all series prior to the Series D senior notes) that previously limited our ability to incur indebtedness or pay dividends no longer are applicable. Even if we were to lose the investment grade rating, however, we would be in compliance with all of our financial covenants under the senior notes indenture. The following table summarizes the actual credit ratios for our existing senior notes (other than the Series D, Series E, Series F and Series G senior notes) as of ~~September~~June 30, ~~2017~~2019 and the covenant requirements contained in the senior notes indenture that would be applicable at such times as our existing senior notes no longer are rated investment grade by either Moody’s or Standard & Poor’s:

For additional detail on our credit facility and senior notes, see our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gain, to its stockholders in order to maintain its qualification as a ~~REIT, including taxable income recognized for federal income tax purposes but with regard to which we do not receive cash.~~REIT. Funds used by Host Inc. to pay dividends on its common stock are provided ~~through~~by distributions from Host L.P. As of ~~September~~June 30, ~~2017,~~2019, Host Inc. is the owner of approximately 99% of the Host L.P. common OP units. The remaining common OP units are owned by ~~third party~~unaffiliated limited partners. Each Host L.P. OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock based on the conversion ratio. The conversion ratio is 1.021494 shares of Host Inc. common stock for each Host L.P. OP unit.

Investors should ~~take into account~~consider the non-controlling interest in the Host L.P. common OP units when analyzing ~~common~~ dividend payments by Host Inc. to its stockholders, as these common OP unitholders share, on a pro rata basis, in cash distributed by Host L.P. to all of its common OP unitholders. For example, if Host Inc. paid a $1 per share dividend on its common stock, it would be based on the payment of a $1.021494 per common OP unit distribution by Host L.P. to Host Inc., as well as to the other 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 ~~primarily~~ on Host Inc.’s results of operations, as well as tax gains and losses on property sales. Host Inc. paid a regular quarterly cash dividend of $0.20 per share on its common stock on ~~October 16, 2017~~July 15, 2019 to stockholders of record on ~~September 29, 2017. All future dividends are~~June 28, 2019. The $0.20 per share dividend represents Host Inc.’s intended regular quarterly cash dividend for the next several quarters, subject to ~~approval by Host Inc.’s~~ Board ~~of Directors.~~approval. While Host Inc. intends to use available cash predominantly for acquisitions or other investments in its portfolio, to the extent that we do not identify appropriate investments, we may decide in the future, subject to market conditions, to use available cash for other ~~items,~~purposes, such as common stock repurchases or increased dividends, the amount of which dividends could be in excess of taxable income.

~~At September 30, 2017, hotel investments by the Euro JV total approximately €1.5 billion, with €0.7 billion of mortgage debt. All of the mortgage debt of the Euro JV is non-recourse~~ Any special dividend will be subject to ~~us and our partners and a default thereunder does not trigger a default under any of our debt. Our investment, total partners’ funding, and debt outstanding as of September 30, 2017 are as follows:~~

~~The following table sets forth operating statistics for the 10 Euro JV hotels consisting of 3,902 rooms as of September 30, 2017 and 2016, all of which are comparable:~~

The Euro JV’s comparable hotel RevPAR increased approximately 3.2% and 6.4% on a constant Euro basis for the third quarter and year-to-date, respectively, primarily due to improvement in occupancy driven by group performance.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 ~~to be~~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, ~~2016.~~2018. For a detailed discussion of the new accounting standards, see “Note 2. Summary of Significant Accounting Policies” in this quarterly report.

To facilitate a quarter-to-quarter comparison of our operations, we 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 report on a comparable hotel basis in order to enable our investors to better evaluate our operating performance.

Because these statistics and operating results relate only to our hotel properties, they exclude results for our non-hotel properties and other real estate investments. We define our comparable hotels as properties:

The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A ~~large scale~~large-scale capital project that would cause a hotel to be excluded from our comparable hotel set is an extensive renovation of several core aspects of the hotel, such as rooms, meeting space, lobby, bars, restaurants, and other public spaces. Both quantitative and qualitative factors are taken into consideration in determining if the renovation would cause a hotel to be removed from the comparable hotel set, including unusual or exceptional circumstances such as: a reduction or increase in room count, rebranding, a significant alteration of the business operations, or the closing of the hotel during the renovation.

We do not include an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results for one full calendar year. For example, we acquired ~~The Don CeSar~~the 1 Hotel South Beach in February of ~~2017.~~2019. The hotel will not be included in our comparable hotel set until January 1, ~~2019.~~2021. Hotels that we sell are excluded from the comparable hotel set once the transaction has closed. Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption or commence a large-scale capital project. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after completion of the repair of the property damage or cessation of the business interruption, or the completion of large-scale capital projects, as applicable.

Of the 9490 hotels that we owned on ~~September~~June 30, ~~2017, 87~~2019, 83 have been classified as comparable hotels. The operating results of the following hotels that we owned as of ~~September~~June 30, ~~2017~~2019 are excluded from comparable hotel results for these periods:

The operating results of 14eight hotels disposed of in ~~2017~~2019 and ~~2016~~2018 are not included in comparable hotel results for the periods presented herein. ~~None of our hotels have been excluded from our comparable hotel results due to Hurricanes Harvey or Irma.~~

Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. For comparative purposes, we also present the

RevPAR results for the prior year assuming the results of our foreign operations were translated using the same exchange rates that were effective for the comparable periods in the current year, thereby eliminating the effect of currency fluctuation for the year-over-year comparisons. We believe that this presentation is useful to investors as it provides clarity with respect to the growth 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 actual and forecast results of net income, EBITDA, Adjusted EBITDAre, earnings per diluted share and Adjusted FFO per diluted share. Nominal US$ results include the effect of currency fluctuations, consistent with our financial statement presentation.

~~We present RevPAR results for our joint venture in Europe in constant Euros using the same methodology as used for the constant US$ presentation.~~

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

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

Set forth below for each such non-GAAP financial measure is a reconciliation of the measure with the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable thereto. We also have included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018 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.

~~Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”)~~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 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 compensation programs.

~~Historically, management has adjusted~~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 write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating ~~performance and~~

performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, ~~(loss),~~ is beneficial to an investor’s ~~complete~~ understanding of our operating performance. Adjusted EBITDAre also is ~~a relevant measure~~similar to what is used in calculating certain credit ~~ratios.~~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 ~~EBITDA:~~EBITDAre:

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

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

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

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Net income ⁽¹⁾	$	105		$	108		$	478		$	643		$	290		$	211		$	479		$	467
Interest expense		43			38			125			116			43			45			86			89
Depreciation and amortization		176			182			534			541			166			176			336			346
Income taxes		42			19			63			42			16			17			18			21
EBITDA ⁽¹⁾		366			347			1,200			1,342			515			449			919			923
Gain on dispositions ⁽²⁾⁽¹⁾		(58	)		(12	)		(101	)		(242	)		(57	)		—			(59	)		(119	)
Gain on property insurance settlement		(1	)		—			(1	)		(1	)
Acquisition costs		—			—			1			—
Non-cash impairment expense														—			13			—			21
Equity investment adjustments:
Equity in earnings of affiliates		(4	)		(8	)		(19	)		(19	)
Pro rata Adjusted EBITDA of equity investments		16			17			55			51
Consolidated partnership adjustments:
Pro rata Adjusted EBITDA attributable to non- controlling partners in other consolidated partnerships		(2	)		(2	)		(7	)		(8	)
Adjusted EBITDA ⁽¹⁾	$	317		$	342		$	1,128		$	1,123
Equity in earnings of Euro JV⁽²⁾														—			(6	)		—			(8	)
Equity in earnings of affiliates other than Euro JV														(4	)		(3	)		(9	)		(11	)
Pro rata EBITDAre of Euro JV ⁽²⁾														—			17			—			23
Pro rata EBITDAre of equity investments other than Euro JV														6			6			16			17
EBITDAre and Adjusted EBITDAre													$	460		$	476		$	867		$	846
___________

We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings ~~(loss)~~ 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. The adoption did not result in a change in the way we calculate NAREIT FFO. NAREIT defines FFO as net income ~~(loss)~~ (calculated in accordance with GAAP), excluding ~~gains (losses) from sales of~~

depreciation and amortization related to real estate, gains and losses from the ~~cumulative effect~~sale of ~~changes~~certain real estate assets, gains and losses from change in ~~accounting principles,~~control, impairment write-downs of certain real ~~estate-related depreciation, amortization~~estate assets and ~~impairments,~~investments and adjustments for consolidated partially-owned entities and unconsolidated ~~partnerships and joint ventures.~~affiliates. Adjustments for consolidated partially-owned entities and unconsolidated ~~partnerships and joint ventures~~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 earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s ~~complete~~ 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. ~~The last such~~For example, in 2017, as a result of the reduction of corporate income tax rates from 35% to 21% caused 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 ~~was in 2013.~~to reduce the deferred tax assets and increase the provision for income taxes by approximately $11 million. We do not consider this adjustment to be reflective of our ongoing operating performance and therefore 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, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable:

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Net income ⁽¹⁾	$	105		$	108		$	478		$	643		$	290		$	211		$	479		$	467
Less: Net income attributable to non-controlling interests		(1	)		(1	)		(6	)		(7	)		(4	)		(2	)		(7	)		(5	)
Net income attributable to Host Inc.		104			107			472			636			286			209			472			462
Adjustments:
Gain on dispositions ⁽²⁾⁽¹⁾		(58	)		(12	)		(101	)		(242	)		(57	)		—			(59	)		(119	)
Tax on dispositions		22			—			22			9
Gain on property insurance settlement		(1	)		—			(1	)		(1	)
Depreciation and amortization		175			181			532			538			165			175			334			344
Non-cash impairment expense														—			13			—			21
Equity investment adjustments:
Equity in earnings of affiliates		(4	)		(8	)		(19	)		(19	)		(4	)		(9	)		(9	)		(19	)
Pro rata FFO of equity investments		11			13			39			38			4			17			13			32
Consolidated partnership adjustments:
FFO adjustment for non-controlling partnerships		(1	)		(1	)		(2	)		(3	)		—			(1	)		1			(1	)
FFO adjustments for non-controlling interests of Host L.P.		(1	)		(2	)		(6	)		(3	)		(1	)		(2	)		(3	)		(3	)
NAREIT FFO ⁽¹⁾		247			278			936			953
Adjustments to NAREIT FFO:
Acquisition costs		—			—			1			—
Loss on debt extinguishment		—			—			1			—
Adjusted FFO ⁽¹⁾	$	247		$	278		$	938		$	953
NAREIT FFO and Adjusted FFO													$	393		$	402		$	749		$	717

For calculation on a per share basis⁽³⁾:
For calculation on a per share basis ⁽²⁾:

Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO		739.0			741.1			738.7			745.2			739.4			740.2			740.2			739.9
Diluted earnings per common share													$	.39		$	.28		$	.64		$	.62
NAREIT FFO and Adjusted FFO per diluted share	$	.33		$	.37		$	1.27		$	1.28		$	.53		$	.54		$	1.01		$	.97
___________

We present certain operating results of our hotels, such as hotel revenues, expenses, food and beverage profit and EBITDA (and the related margins), on a comparable hotel, or “same store,” basis as supplemental information for investors. For an explanation of which properties we consider to be “comparable ~~hotels”,~~hotels,” see “Comparable Hotel Operating Statistics” above.

The following tables ~~presents~~present certain operating results and statistics for our comparable hotels for the periods presented herein and a reconciliation of the differences between comparable hotel EBITDA, a non-GAAP financial measure, and net income, the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable. Similar reconciliations of the differences between (i) comparable 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) comparable hotel expenses and (iv) operating costs and expenses as calculated and presented in accordance with GAAP, are also included in the reconciliation:

	Quarter ended September 30,						Year-to-date ended September 30,						Quarter ended June 30,						Year-to-date ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Number of hotels		87			87			87			87			83			83			83			83
Number of rooms		48,357			48,357			48,357			48,357			45,847			45,847			45,847			45,847
Change in comparable hotel Total RevPAR-
Constant US$														0.1	%		—			0.2	%		—
Nominal US$														0.0	%		—			0.1	%		—
Change in comparable hotel RevPAR -
Constant US$		(1.8	)%		—			1.0	%		—			(1.5	)%		—			(1.2	)%		—
Nominal US$		(1.7	)%		—			1.1	%		—			(1.5	)%		—			(1.3	)%		—
Operating profit margin ⁽¹⁾		10.1	%		11.1	%		13.4	%		13.0	%		18.9	%		17.3	%		17.3	%		15.2	%
Comparable hotel EBITDA margin ⁽¹⁾		26.1	%		26.85	%		28.0	%		27.9	%		32.5	%		32.7	%		30.45	%		30.3	%
Food and beverage profit margin ⁽¹⁾		22.9	%		23.5	%		31.1	%		29.8	%		35.4	%		35.4	%		34.8	%		34.1	%
Comparable hotel food and beverage profit margin ⁽¹⁾		22.9	%		23.3	%		30.9	%		29.9	%		36.5	%		37.1	%		35.4	%		35.7	%

Net income	$	105		$	108		$	478		$	643		$	290		$	211		$	479		$	467
Depreciation and amortization		176			182			534			541			166			189			336			367
Interest expense		43			38			125			116			43			45			86			89
Provision for income taxes		42			19			63			42			16			17			18			21
Gain on sale of property and corporate level income/expense		(39	)		7			(45	)		(185	)		(44	)		20			(33	)		(85	)
Non-comparable hotel results, net⁽²⁾		(31	)		(41	)		(140	)		(147	)		(57	)		(65	)		(152	)		(130	)
Comparable hotel EBITDA	$	296		$	313		$	1,015		$	1,010		$	414		$	417		$	734		$	729

	Quarter ended September 30, 2017											Quarter ended September 30, 2016											Quarter ended June 30, 2019										Quarter ended June 30, 2018
				Adjustments											Adjustments										Adjustments										Adjustments
	GAAP Results			Non-comparable hotel results, net⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results		GAAP Results			Non-comparable hotel results, net⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results		GAAP Results		Non-comparable hotel results, net⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results		GAAP Results		Non-comparable hotel results, net⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results
Revenues
Room	$	860		$	(71	)	$	—		$	789	$	879		$	(76	)	$	—		$	803	$	931	$	(124	)	$	—		$	807	$	973	$	(154	)	$	—		$	819
Food and beverage		314			(35	)		—			279		336			(40	)		—			296		449		(65	)		—			384		449		(66	)		—			383
Other		80			(12	)		—			68		80			(13	)		—			67		103		(21	)		—			82		96		(26	)		—			70
Total revenues		1,254			(118	)		—			1,136		1,295			(129	)		—			1,166		1,483		(210	)		—			1,273		1,518		(246	)		—			1,272
Expenses
Room		227			(18	)		—			209		225			(19	)		—			206		226		(33	)		—			193		238		(44	)		—			194
Food and beverage		242			(27	)		—			215		257			(30	)		—			227		290		(46	)		—			244		290		(49	)		—			241
Other		459			(43	)		—			416		471			(51	)		—			420		496		(74	)		—			422		508		(88	)		—			420
Depreciation and amortization		176			—			(176	)		—		182			—			(182	)		—		166		—			(166	)		—		189		—			(189	)		—
Corporate and other expenses		24			—			(24	)		—		28			—			(28	)		—		25		—			(25	)		—		30		—			(30	)		—
Gain on insurance and business interruption settlements		(1	)		1			—			—		(12	)		12			—			—
Total expenses		1,127			(87	)		(200	)		840		1,151			(88	)		(210	)		853		1,203		(153	)		(191	)		859		1,255		(181	)		(219	)		855
Operating Profit - Comparable Hotel EBITDA	$	127		$	(31	)	$	200		$	296	$	144		$	(41	)	$	210		$	313	$	280	$	(57	)	$	191		$	414	$	263	$	(65	)	$	219		$	417

	Year-to-date ended September 30, 2017											Year-to-date ended September 30, 2016											Year-to-date ended June 30, 2019										Year-to-date ended June 30, 2018
				Adjustments											Adjustments										Adjustments										Adjustments
	GAAP Results			Non-comparable hotel results, net⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results		GAAP Results			Non-comparable hotel results, net⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results		GAAP Results		Non-comparable hotel results, net ⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results		GAAP Results		Non-comparable hotel results, net ⁽²⁾			Depreciation and corporate level items			Comparable Hotel Results
Revenues
Room	$	2,643		$	(244	)	$	—		$	2,399	$	2,655		$	(275	)	$	—		$	2,380	$	1,788	$	(275	)	$	—		$	1,513	$	1,817	$	(284	)	$	—		$	1,533
Food and beverage		1,152			(133	)		—			1,019		1,183			(148	)		—			1,035		882		(140	)		—			742		862		(122	)		—			740
Other		248			(45	)		—			203		255			(54	)		—			201		203		(48	)		—			155		185		(51	)		—			134
Total revenues		4,043			(422	)		—			3,621		4,093			(477	)		—			3,616		2,873		(463	)		—			2,410		2,864		(457	)		—			2,407
Expenses
Room		676			(58	)		—			618		674			(68	)		—			606		443		(68	)		—			375		462		(81	)		—			381
Food and beverage		794			(90	)		—			704		830			(104	)		—			726		575		(96	)		—			479		568		(92	)		—			476
Other		1,424			(140	)		—			1,284		1,447			(173	)		—			1,274		969		(147	)		—			822		975		(154	)		—			821
Depreciation and amortization		534			—			(534	)		—		541			—			(541	)		—		336		—			(336	)		—		367		—			(367	)		—
Corporate and other expenses		79			—			(79	)		—		82			—			(82	)		—		54		—			(54	)		—		58		—			(58	)		—
Gain on insurance and business interruption settlements		(6	)		6			—			—		(15	)		15			—			—
Total expenses		3,501			(282	)		(613	)		2,606		3,559			(330	)		(623	)		2,606		2,377		(311	)		(390	)		1,676		2,430		(327	)		(425	)		1,678
Operating Profit - Comparable Hotel EBITDA	$	542		$	(140	)	$	613		$	1,015	$	534		$	(147	)	$	623		$	1,010	$	496	$	(152	)	$	390		$	734	$	434	$	(130	)	$	425		$	729
___________

As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016, 70% and 65%, respectively,~~2018, 73% of our outstanding debt bore interest at fixed rates. To manage interest rate risk applicable to our debt, we may enter into interest rate swaps or caps. The interest rate derivatives into which we enter are strictly to hedge interest rate risk, and are not for trading purposes. The percentages above reflect the effect of any derivatives into which we have entered to manage interest rate risk. No interest rate hedging transactions were entered into during the first ~~three~~or second quarters of ~~2017.~~2019. See Item 7A of our most recent Annual Report on Form 10–~~K and Note 8 – “Fair Value Measurements” in this quarterly report.~~K.

As we have operations outside of the United States (specifically, the ownership of hotels in Brazil and Canada and ~~Mexico and our~~a minority ~~investments~~investment in ~~the Euro JV and~~ 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. We have ~~three~~one foreign currency forward sale ~~contracts for~~contract with a ~~total~~ notional amount of ~~$70 million.~~CAD25 million ($19 million). No forward purchase contracts were entered into during the first ~~three~~or second quarters of ~~2017.~~2019.

The foreign currency exchange ~~agreements~~agreement into which we have entered ~~are~~is strictly to hedge foreign currency risk and not for trading purposes. In addition to the forward ~~sales contracts,~~sale contract, we have designated ~~$128~~$10 million of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. As a result, currency translation adjustments in the designated credit facility draws are recorded to other comprehensive income (loss), which adjustments offset a portion of the translation adjustment related to our international investments.

See Item 7A of our most recent Annual Report on Form ~~10-K and Note 8 – “Fair Value Measurements” in this quarterly report.~~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~~During the quarter, we completed implementation of a new cloud-based accounting system. In connection with this implementation, we have updated our processes related to internal control over financial reporting, as necessary, to accommodate applicable changes in our business processes.

Other than the implementation of the new accounting system, 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 ~~February 22, 2017,~~August 5, 2019, Host Inc. announced ~~a program to repurchase up to~~an increase from $500 million ~~of common stock.~~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, like 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. ~~No repurchases were made in the first three quarters of 2017.~~

On July 5, 2017, Host Inc. issued 15,322 shares of common stock to Fidelity Investments Charitable Gift Fund in exchange for 15,000 OP units of Host L.P. held by Fidelity Investments Charitable Gift Fund. All shares were issued pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act. The number of shares issued was based on the current conversion factor of 1.021494 common shares per OP unit.

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.

~~Attached as Exhibit 101 to this report are the~~The following ~~documents~~materials, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively, for Host Hotels & Resorts, Inc.; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, for Host Hotels & Resorts, Inc.; (iv) the Condensed Consolidated Statements of Cash Flows for the Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, for Host Hotels & Resorts, Inc. (v) the Condensed Consolidated Statements of Operations for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, for Host Hotels & Resorts, L.P.; (vi) the Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively, for Host Hotels & Resorts, L.P.; (vii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, for Host Hotels & Resorts, L.P.; (viii) the Condensed Consolidated Statements of Cash Flows for the Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, for Host Hotels & Resorts, L.P.; and (ix) Notes to Condensed Consolidated Financial ~~Statements that have been detail tagged.~~Statements.

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


	Title of each class	Trading Symbol	Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.	Common Stock, $.01 par value	HST	New York Stock Exchange
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 ~~(Do not check if a smaller reporting company)~~ ☐	Smaller reporting company ☐
Emerging growth company ☐

Host Hotels & Resorts, L.P.
Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ~~(Do not check if a smaller reporting company)~~ ☑	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~~June 30, ~~2017~~2019 (unaudited) and December 31, ~~2016~~2018	1

	Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	3

	Condensed Consolidated Statements of Cash Flows (unaudited) - Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	4

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

	Condensed Consolidated Balance Sheets - ~~September~~June 30, ~~2017~~2019 (unaudited) and December 31, ~~2016~~2018	6

	Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter and Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	8

	Condensed Consolidated Statements of Cash Flows (unaudited) - Year-to-date ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1923

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4345

Item 4.	Controls and Procedures	4446

	PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4547

Item 6.	Exhibits	4648

	September 30, 2017			December 31, 2016
Land and land improvements	$	2,072		$	2,047
Buildings and leasehold improvements		13,658			13,483
Furniture and equipment		2,362			2,377
Construction in progress		94			86
		18,186			17,993
Less accumulated depreciation and amortization		(8,172	)		(7,848	)
	$	10,014		$	10,145

	Quarter ended June 30, 2019		Year-to-date ended June 30, 2019
Lease cost
Operating lease cost	$	11	$	23
Variable lease cost		10		19
Total lease cost	$	21	$	42

Other information
Operating cash flows used for operating leases for the Year-to-date ended June 30, 2019			$	23
Weighted-average remaining lease term - operating leases			53 years
Weighted-average discount rate - operating leases				5.4	%

	As of June 30, 2019
	Ground Leases			Office Leases and Other			Total
Weighted-average discount rate - operating leases		5.4	%		4.0	%		5.4	%
July 1, 2019 - December 31, 2019	$	17		$	4		$	21
2020		34			7			41
2021		34			6			40
2022		34			3			37
2023		34			—			34
Thereafter		1,673			—			1,673
Total undiscounted cash flows	$	1,826		$	20		$	1,846

Present values
Long-term lease liabilities	$	580		$	19		$	599
Total lease liabilities	$	580		$	19		$	599
Difference between undiscounted cash flows and discounted cash flows	$	1,246		$	1		$	1,247

	As of December 31, 2018
2019	$	46
2020		44
2021		43
2022		40
2023		37
Thereafter		1,309
Total minimum lease payments	$	1,519


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

Transaction Date		Description of Transaction	Net Proceeds
Debt Issuances
March	2017	Proceeds from the issuance of $400 million 3.875% Series G senior notes	$	395
		Total issuances	$	395

	Actual Ratio			Covenant Requirement for all years
Leverage ratio		~~2.3~~1.8	x	Maximum ratio of 7.25x
Fixed charge coverage ratio		~~6.5~~6.6	x	Minimum ratio of 1.25x
Unsecured interest coverage ratio ⁽¹⁾		~~9.6~~9.7	x	Minimum ratio of 1.75x
___________

	Actual Ratio			Covenant Requirement
Unencumbered assets tests		~~493~~534	%	Minimum ratio of 150%
Total indebtedness to total assets		2019	%	Maximum ratio of 65%
Secured indebtedness to total assets	<1	0	%	Maximum ratio of 40%
EBITDA-to-interest coverage ratio		~~9.1~~9.3	x	Minimum ratio of 1.5x

	Actual Ratio*			Covenant Requirement
Unencumbered assets tests		~~499~~535	%	Minimum ratio of 125%
Total indebtedness to total assets		2019	%	Maximum ratio of 65%
Secured indebtedness to total assets	<1	0	%	Maximum ratio of 45%
EBITDA-to-interest coverage ratio		~~9.1~~9.3	x	Minimum ratio of 2.0x
___________


1.	Organization


3.	Earnings Per Common Share (Unit)


4.	Revenue


4.5.	~~Property and Equipment~~Leases

	Host's Net Investment		Total Partner Funding		% of Total Commitment				Debt balance		Host's Portion of Non-Recourse Debt
	(in millions)		(in millions)						(in millions)		(in millions)
Euro JV Fund I	€	124	€	463		67	%	⁽¹⁾	€	305	€	98
Euro JV Fund II		91		301		67	%			394		132
	€	215	€	764					€	699	€	230
___________

	Comparable Euro JV Hotels in Constant Euros
	Quarter ended September 30,									Year-to-date ended September 30,
	2017			2016			Change			2017			2016			Change
Average room rate	€	222.07		€	223.65			(0.7	)%	€	217.66		€	215.71			0.9	%
Average occupancy		81.9	%		78.8	%		310	bps		78.3	%		74.3	%		410	bps
RevPAR	€	181.94		€	176.25			3.2	%	€	170.48		€	160.18			6.4	%

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, 2017 – July 31, 2017		—	$	—		—	$	500
August 1, 2017 – August 31, 2017		—		—		—		500
September 1, 2017 – September 30, 2017		—		—		—		500
Total		—	$	—		—	$	500

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)
April 1, 2019 – April 30, 2019		—	$	—		—	$	500
May 1, 2019 – May 31, 2019		569,045		18.58		569,045		489
June 1, 2019 – June 30, 2019		10,360,788		18.30		10,360,788		300
Total		10,929,833	$	18.32		10,929,833	$	300	*

Exhibit No.		Description


10		Material Contracts

~~10.1~~10.14*		~~Form~~Host Hotels & Resorts, Inc. 2019 Non-Employee Director Incentive Plan, effective July 17, 2019

10.15*		Amendment to the Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, effective July 17, 2019.

10.16		Fifth Amended and Restated Credit Agreement, dated as of ~~Director~~August 1, 2019, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and ~~Officer Indemnification Agreement~~Wells Fargo Bank, N.A., as co-syndication agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed ~~July 21, 2017)~~August 6, 2019).

12		~~Statements re Computation of Ratios~~

12.1*		~~Computation of Ratios of Earnings to Fixed Charges for Host Hotels & Resorts, Inc.~~

12.2*		~~Computation of Ratios of Earnings to Fixed Charges for Host Hotels & Resorts, L.P.~~


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.INS~~		~~XBRL Instance Document.~~ ~~Submitted electronically with this report.~~

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

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

Exhibit No.		Description
101		XBRL

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

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

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

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

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

			HOST HOTELS & RESORTS, INC.

~~November 2, 2017~~August 8, 2019			/S/ BRIAN G. MACNAMARA
			Brian G. Macnamara Senior Vice President, Corporate Controller (Principal Accounting Officer and duly authorized officer)

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

~~November 2, 2017~~August 8, 2019			/S/ BRIAN G. MACNAMARA
			Brian G. Macnamara Senior Vice President, Corporate Controller of Host Hotels & Resorts, Inc., general partner of Host Hotels & Resorts, L.P. (Principal Accounting Officer and duly authorized officer)