HOST HOTELS RESORTS INC

Previous wording

•the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about U.S. economic growth and the potential for an economic recession in the United States or globally, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023, weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

Current wording

•the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about U.S. economic growth and the potential for an economic recession in the United States or globally, or as a result of recent economic uncertainty due to trade disputes, tariffs and other protection measures, the recent high level of inflation, elevated interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, adverse weather events, such as Hurricane Ian in 2022 and Hurricanes Helene and Milton in 2024, or extreme precipitation, pandemics and other public health crises, such as the COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

Previous wording

•the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade tensions and tariffs between the United States and its trading partners such as China, all of which could affect global travel and lodging demand within the United States;

Current wording

•the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade disputes, tariffs or other trade protection measures between the United States and its trading partners, all of which could cause economic volatility and affect global travel and lodging demand within the United States or result in supply chain disruptions;

Previous wording

•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the current inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

Current wording

•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, changes in immigration laws or their enforcement, and severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs;

Previous wording

•the growth of third-party internet and other travel intermediaries in attracting and retaining customers which compete with our hotels;

Current wording

•the continued competition from third-party internet travel intermediaries in attracting and retaining customers, which compete with our hotels;

Previous wording

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, 2023 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.

Current wording

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, 2024 and in other filings with the Securities and Exchange Commission (“SEC”). We caution you not to place undue reliance on these forward-looking statements, which reflect our analysis only and speak as of the date of this report. 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.

Previous wording

In the long-term, hotel supply growth continues to remain below the historical average, although we expect to see above-average growth in a few markets where our hotels are located, such as Nashville and Austin. Supply chain challenges have resulted in project delays across the U.S., and a tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.

Current wording

Hotel supply growth expectations remain below the historical average, although we expect to see above-average growth in a few markets where our hotels are located. Supply chain challenges, which may be exacerbated by current tariffs and trade policies, have resulted in project delays across the U.S., and a prolonged tight lending environment has created construction financing challenges for future projects. We anticipate that the construction pipeline will remain modest until macroeconomic uncertainty moderates and interest rates decline further.

Previous wording

As noted above, the current outlook for the lodging industry remains uncertain reflecting varying analyst assumptions surrounding the impact of higher interest rates, inflation, ongoing labor shortages in key industries, the recovery in Maui and escalating geopolitical conflicts. Therefore, there can be no assurances as to the continued recovery in lodging demand for any number of reasons, including, but not limited to, slower than anticipated return of group and business travel or deteriorating macroeconomic conditions.

Current wording

As discussed above, the current outlook for the lodging industry remains uncertain, reflecting varying analyst assumptions surrounding the impact of trade policy, financial market volatility, reductions in government employment and escalating geopolitical conflicts. Therefore, there can be no assurances as to lodging demand performance for any number of reasons, including, but not limited to, deteriorating macroeconomic conditions.

Previous wording

Capital Projects. Year-to-date in 2024, we spent approximately $164 million on return on investment ("ROI") capital projects, $181 million on renewal and replacement projects, and $30 million on hurricane and other restoration work.

Current wording

Capital Projects. During the first quarter of 2025, we spent approximately $46 million on return on investment ("ROI") capital projects, $61 million on renewal and replacement projects, and $39 million on hurricane and other restoration work. This included our continuing restoration efforts at The Don CeSar following Hurricanes Helene and Milton, for which we estimate the total property reconstruction and remediation costs, including resiliency enhancements, to be approximately $100 million to $110 million of which approximately 25-30% relates to remediation costs. The Don CeSar reopened to guests on March 26, 2025, as part of a phased reopening, with amenities such as the retail space, restaurant and second pool expected to re-open in the summer of 2025. As of April 30, 2025, we have received total insurance proceeds of $20 million related to our claims, of which $10 million has been recognized as business interruption proceeds in the first quarter of 2025.

Previous wording

In collaboration with Hyatt, we initiated a transformational capital program in 2023 on six properties in our portfolio. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. Through the third quarter of 2024, we spent approximately $94 million on this program, which is included in ROI capital projects. We expect to invest approximately $125 million to $200 million per year over the next three to four years on this program. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions. The full year ROI project spend below includes approximately $125 million to $140 million for this Hyatt transformational capital program.

Current wording

In collaboration with Hyatt, we initiated a transformational capital program in 2023 on six properties in our portfolio. These investments are intended to position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. We expect to invest approximately $125 million to $200 million per year on this program through 2027. Hyatt has agreed to provide additional priority returns on the agreed upon investments and operating profit guarantees totaling $40 million to offset expected business disruptions.

Previous wording

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

Current wording

(1)Amounts represent total operating costs and expenses from our unaudited condensed consolidated statements of operations, less corporate and other expenses and net gain on insurance settlements.

Previous wording

Total revenues for the third quarter and year-to-date increased 8.6% and 6.7%, respectively, compared to 2023, primarily due to the operations of our recent acquisitions, including 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown acquired in April 2024, 1 Hotel Central Park acquired in July 2024, and The Ritz-Carlton O'ahu, Turtle Bay acquired in July 2024 (collectively, the "2024 Acquisitions"). In addition, strong group business led to improvements in food and beverage revenues. The year-to-date increase also reflects the resumption of operations at The Ritz-Carlton, Naples, which was closed during the first half of 2023 as a result of Hurricane Ian.

Current wording

Total revenues for the first quarter increased 8.4% compared to the first quarter of 2024, due to an increase in room rates, improvements in food and beverage revenues driven by continued strong group business, improving leisure demand on Maui, and other market-specific events. Our 2025 revenues also benefited from the operations of our 2024 acquisitions, including 1 Hotel Nashville and Embassy Suites by Hilton Nashville Downtown acquired in April 2024, 1 Hotel Central Park acquired in July 2024, and The Ritz-Carlton O'ahu, Turtle Bay acquired in July 2024 (collectively, the "2024 Acquisitions"). The improvements were partially offset by the closure of The Don CeSar, which closed in September 2024 due to Hurricanes Helene and Milton, and reopened on March 26, 2025.

Previous wording

Rooms. Total rooms revenues increased $48 million, or 6.2%, and $116 million, or 4.7%, for the third quarter and year-to-date, respectively, compared to 2023, reflecting the operations of the 2024 Acquisitions and the reopening of The Ritz-Carlton, Naples. Rooms revenues at our comparable hotels increased $8 million, or 1.0%, for the third quarter and $15 million, or 0.6%, year-to-date driven by an increase in average room rate.

Current wording

Rooms. Total rooms revenues increased $85 million, or 10.0%, for the first quarter compared to 2024, reflecting the operations of the 2024 Acquisitions and an increase at our comparable hotels of $51 million, or 5.8%, for the quarter driven by a 5.7% increase in average room rate coupled with an 80 basis point improvement in occupancy.

Previous wording

Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 57% of these expenses. For both the third quarter and year-to-date of 2024, these expenses increased approximately 5% on a per available room basis compared to 2023, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 5% in 2024.

Current wording

Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors. Rooms expenses are affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expenses correlate closely with food and beverage revenues and are affected by occupancy and the mix of business between banquet, audio-visual and outlet sales. However, the most significant expense for the rooms, food and beverage, and other departmental and support expenses is wages and employee benefits, which comprise approximately 57% of these expenses. For the first quarter of 2025, these expenses increased approximately 6% on a per available room basis compared to 2024, primarily due to an overall increase in general wage rates and benefits. Wage and benefit rate inflation is expected to be approximately 6% in 2025.

Previous wording

The increase in expenses for the third quarter and year-to-date of 2024 compared to 2023 for rooms, food and beverage, other departmental and support, and management fees was generally due to the corresponding increases in revenues due to the 2024 Acquisitions, the reopening of The Ritz-Carlton, Naples, and also reflected increased expenses at our comparable hotels primarily due to increased wages and benefits, as described below:

Current wording

The increase in expenses for the first quarter of 2025 compared to 2024 for rooms, food and beverage, and other departmental and support was generally due to the corresponding increases in revenues due to the 2024 Acquisitions, and also reflected increased expenses at our comparable hotels primarily due to increased wages and benefits, as described below:

Previous wording

Rooms. Rooms expenses increased $20 million, or 10.2%, and $42 million, or 7.1%, for the quarter and year-to-date, respectively. Our comparable hotels rooms expenses increased $11 million, or 5.4%, and $23 million, or 3.7%, for the quarter and year-to-date, respectively, driven by an overall increase in wage rates.

Current wording

Rooms. Rooms expenses increased $23 million, or 11.4%, for the quarter. Our comparable hotels rooms expenses increased $13 million, or 6.2%, for the quarter driven by an overall increase in wage rates.

Previous wording

Food and beverage. F&B expenses increased $26 million, or 10.8%, and $75 million, or 9.7%, for the quarter and year-to-date, respectively. For our comparable hotels, F&B expenses increased $14 million, or 5.7%, and $34 million, or 4.3%, for the quarter and year-to-date, respectively. Overall, F&B costs as a percentage of revenues remained consistent year over year.

Current wording

Food and beverage. F&B expenses increased $28 million, or 9.5%, for the quarter. For our comparable hotels, F&B expenses increased $16 million, or 5.3%, for the quarter. Overall, F&B costs as a percentage of revenues increased slightly year over year as a result of increased wages and benefits.

Previous wording

Other departmental and support expenses. Other departmental and support expenses increased $31 million, or 9.9%, and $70 million, or 7.4%, for the quarter and year-to-date, respectively. On a comparable hotel basis, other departmental and support expenses increased $12 million, or 3.6%, and $36 million, or 3.6%, for the quarter and year-to-date, respectively. These increases were primarily due to higher wage expense.

Current wording

Other departmental and support expenses. Other departmental and support expenses increased $30 million, or 9.0%, for the quarter. On a comparable hotel basis, other departmental and support expenses increased $11 million, or 3.3%, for the quarter. These increases were primarily due to higher wage expense.

Previous wording

Management fees. Total management fees increased $4 million, or 7.8%, for the quarter and $8 million, or 4.3%, year-to-date. Base management fees, which generally are calculated as a percentage of total revenues, increased $1 million, or 2.8%, and $8 million, or 7.1%, for the quarter and year-to-date, respectively. At our comparable hotels, base management fees increased $2 million, or 5.9%, and $4 million, or 3.9%, for the quarter and year-to-date, respectively. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, increased $3 million, or 20.0%, for the quarter and remained flat year-to-date. At our comparable hotels, incentive management fees increased $3 million, or 18.8% for the quarter, and decreased $3 million, or 4.1%, year-to-date.

Current wording

Management fees. Total management fees were flat for the quarter. Base management fees, which generally are calculated as a percentage of total revenues, increased $3 million, or 7.3%, for the quarter. At our comparable hotels, base management fees increased $2 million, or 4.3%. Incentive management fees, which generally are based on the amount of operating profit at each hotel after we receive a priority return on our investment, decreased $3 million, or 10.7%, for the quarter, while incentive management fees were flat at our comparable hotels.

Previous wording

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 $2 million, or 1.9%, and $23 million, or 7.9%, for the quarter and year-to-date, respectively, due primarily to increases in property insurance premiums and property taxes. Other property-level expenses at our comparable hotels decreased $1 million, or 1.0% for the quarter, and increased $16 million, or 5.6%, for the year-to-date.

Current wording

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 $7 million, or 6.7%, for the quarter, due to the 2024 Acquisitions. Other property-level expenses at our comparable hotels increased $2 million, or 2.0%, for the quarter. Other property-level expenses were partially offset by the receipt of operating profit guarantees under the transformational capital programs in both 2025 and 2024.

Previous wording

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

Current wording

Corporate and other expenses. The following table details our corporate and other expenses for the quarters (in millions):

Previous wording

Gain on insurance settlements. The following table details our gain on insurance settlements for the quarter and year-to-date (in millions):

Current wording

Net gain on insurance settlements. The following table details our gain on insurance settlements for property damage and business interruption, net of property damage and remediation losses, related to Hurricanes Ian, Helene and Milton for the quarters (in millions):

Previous wording

Interest expense. Interest expense increased for the quarter and year-to-date due primarily to higher outstanding debt balances during 2024 as we issued additional series of senior notes to fund our 2024 Acquisitions. The following table details our interest expense for the quarter and year-to-date (in millions):

Current wording

Interest expense. Interest expense increased for the quarter due primarily to higher outstanding debt balances during the first quarter of 2025 compared to 2024, as we refinanced $400 million of senior notes in 2024 through the issuances of $1.3 billion of senior notes at higher interest rates, and also used the proceeds to partially fund the 2024 Acquisitions. The following table details our interest expense for the quarters (in millions):

Previous wording

(1)Including the change in accrued interest, total cash interest paid was $40 million and $39 million for the quarters ended September 30, 2024 and 2023, respectively, and $131 million and $129 million year-to-date 2024 and 2023, respectively.

Current wording

(1)Including the change in accrued interest, total cash interest paid was $56 million and $39 million for the quarters ended March 31, 2025 and 2024, respectively.

Previous wording

Provision for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations, net of the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the third quarter and year-to-date of 2024, we recorded a net income tax provision of $6 million and $20 million, respectively, due primarily to the profitability of hotel operations retained by the TRS.

Current wording

Benefit for income taxes. We lease substantially all our properties to consolidated subsidiaries designated as taxable REIT subsidiaries (“TRS”) for U.S. federal income tax purposes. Taxable income or loss generated/incurred by the TRS primarily represents hotel-level operations, net of the aggregate rent paid to Host L.P. by the TRS, on which we record an income tax provision or benefit. For the first quarter of 2025, we recorded a net income tax benefit of $1 million, primarily due to a loss recorded by the TRS.

Previous wording

We discuss operating results for our hotels on a comparable hotel basis. Comparable hotels are those properties that we consolidate as of the reporting date. Comparable hotels do not include the results of hotels sold or classified as held-for-sale, hotels that have sustained substantial property damage or business interruption, or hotels that have undergone large-scale capital projects, in each case requiring closures lasting one month or longer during the reporting periods being compared. See “Comparable Hotel Operating Statistics and Results” below for more information on how we determine our comparable hotels. Beginning in third quarter of 2024, we have separated the Oahu and Maui markets.

Current wording

We discuss operating results for our hotels on a comparable hotel basis. Comparable hotels are those properties that we consolidate as of the reporting date. Comparable hotels do not include the results of hotels sold or classified as held-for-sale, hotels that have sustained substantial property damage or business interruption, or hotels that have undergone large-scale capital projects, in each case requiring closures lasting one month or longer during the reporting periods being compared. See “Comparable Hotel Operating Statistics and Results” below for more information on how we determine our comparable hotels.

Previous wording

The following tables set forth performance information for our hotels by geographic location for the quarters and year-to-date ended September 30, 2024 and 2023, respectively, on a comparable hotel and actual basis:

Current wording

The following tables set forth performance information for our hotels by geographic location for the quarters ended March 31, 2025 and 2024, respectively, on a comparable hotel and actual basis:

Previous wording

(1) Prior to our ownership of The Ritz Carlton O'ahu, Turtle Bay, golf revenues were recorded by the property based on gross sales. After our acquisition of the property in July 2024, the golf course operates under a lease agreement, under which we record rental income, resulting in lower total revenues when comparing to the periods prior to our ownership.

Current wording

(1) Prior to our ownership of The Ritz Carlton O'ahu, Turtle Bay, golf revenues were recorded by the property based on gross sales. After our acquisition of the property in July 2024, the golf course operates under a lease agreement, under which we record rental income, resulting in lower total revenues when compared to the periods prior to our ownership.

Previous wording

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 61%, 35%, and 4%, respectively, of our full year 2023 room sales. The information below is derived from business mix results from the 79 comparable hotels owned as of September 30, 2024. 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.

Current wording

Our customers fall into three broad categories: transient, group, and contract business, which accounted for approximately 60%, 36%, and 4%, respectively, of our full year 2024 room sales. The information below is derived from business mix results from the 79 comparable hotels owned as of March 31, 2025. 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.

Previous wording

Overview. We look to maintain a capital structure and liquidity profile with an appropriate balance of cash, debt, and equity to provide financial flexibility given the inherent volatility of the lodging industry. We believe this strategy has resulted in a better cost of debt capital, allowing us to complete opportunistic investments and acquisitions and positioning us to manage potential declines in operations throughout the lodging cycle. We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of hotels that are encumbered by mortgage debt. Currently, only one of our consolidated hotels is encumbered by mortgage debt. Over the past several years leading up to the COVID-19 pandemic, we had decreased our leverage as measured by our net debt-to-EBITDA ratio and reduced our debt service obligations, leading to an increase in our fixed charge coverage ratio. As a result, we were well positioned at the onset of the COVID-19 pandemic with sufficient liquidity and financial flexibility to withstand the severe slowdown in U.S. economic activity and lodging demand brought on by the pandemic. We intend to use available cash in the near term predominantly to fund, and believe we have sufficient liquidity to fund, corporate expenses, capital expenditures, hotel acquisitions and dividends and remain well positioned to execute additional investment transactions to the extent opportunities arise.

Current wording

Overview. We look to maintain a capital structure and liquidity profile with an appropriate balance of cash, debt, and equity to provide financial flexibility given the inherent volatility of the lodging industry. We believe this strategy has resulted in a better cost of debt capital, allowing us to complete opportunistic investments and acquisitions and positioning us to manage potential declines in operations throughout the lodging cycle. We have structured our debt profile to maintain a balanced maturity schedule and to minimize the number of assets that are encumbered by mortgage debt. Currently, only one of our consolidated hotels is encumbered by mortgage debt. We intend to use available cash in the near term predominantly to fund, and believe we have sufficient liquidity to fund, corporate expenses, capital expenditures, hotel acquisitions and dividends and remain well positioned to execute additional investment transactions to the extent opportunities arise.

Previous wording

Cash Requirements. We use cash for acquisitions, capital expenditures, debt payments, operating costs, and corporate and other expenses, as well as for dividends and distributions to stockholders and to OP unitholders, respectively, and stock and OP unit repurchases. 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. Our next significant debt maturity is $500 million of senior notes due in June 2025.

Current wording

Cash Requirements. We use cash for acquisitions, capital expenditures, debt payments, operating costs, and corporate and other expenses, as well as for dividends and distributions to stockholders and to OP unitholders, respectively, and stock and OP unit repurchases. 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. Our next significant debt maturity is $500 million of senior notes due in June 2025. We believe we have sufficient liquidity to repay the senior notes at maturity.

Previous wording

Capital Resources. As of September 30, 2024, we had $564 million of cash and cash equivalents, $240 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

Current wording

Capital Resources. As of March 31, 2025, we had $428 million of cash and cash equivalents, $264 million in our FF&E escrow reserves and $1.5 billion available under the revolver portion of our credit facility. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Our financial flexibility, including our ability to incur debt, pay dividends, make distributions and make investments, is contingent on our ability to maintain compliance with the financial covenants of our credit facility and senior notes indentures, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges.

Previous wording

Two programs are currently in place relating to potential purchases or sales of our common stock. Under our common stock repurchase program, 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 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. During the third quarter of 2024, we repurchased 3.5 million shares of Host Inc. common stock at an average price of $16.33 per share, exclusive of commissions, through our common share repurchase program for a total of $57 million. At September 30, 2024, we had $685 million available for repurchase under our program.

Current wording

Two programs are currently in place relating to potential purchases or sales of our common stock. Under our common stock repurchase program, 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

Previous wording

In addition, on May 31, 2023, we entered into a distribution agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued during the third quarter of 2024. As of September 30, 2024, there was $600 million of remaining capacity under the agreement.

Current wording

In addition, on May 31, 2023, we entered into a distribution agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. We may sell shares when we believe conditions are advantageous and there is a compelling use of proceeds, including to fund future potential acquisitions or other investment opportunities. The agreement also contemplates that, in addition to the offering and sale of shares to or through the sales agents, we may enter into separate forward sale agreements with each of the forward purchasers named in the agreement. No shares were issued during the first quarter of 2025. As of March 31, 2025, there was $600 million of remaining capacity under the agreement.

Previous wording

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

Current wording

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

Previous wording

Cash Used in Investing Activities. Net cash used in investing activities was $1,851 million year-to-date in 2024 compared to $263 million year-to-date in 2023. Cash used in investing activities year-to-date in 2024 and 2023 primarily related to $375 million and $472 million of capital expenditures, respectively, investments in our joint ventures, and the acquisition of four hotels in 2024. Cash provided by investing activities in 2023 included proceeds from the repayment of a note receivable and the sale of The Camby, Autograph Collection, with proceeds of $34 million, which is net of a $72 million loan issued to the buyer in connection with the sale.

Current wording

Cash Used in Investing Activities. Net cash used in investing activities was $83 million for the first quarter of 2025 compared to $100 million for the first quarter of 2024. Cash used in investing activities for the first quarter of 2025 and 2024 primarily related to $146 million and $103 million of capital expenditures, respectively, as well as investments in our joint ventures. Cash provided by investing activities in 2025 included $79 million of proceeds from the repayment of a note receivable.

Previous wording

Cash Provided by (Used in) Financing Activities. Year-to-date in 2024, net cash provided by financing activities was $129 million compared to net cash used in financing activities of $606 million for year-to-date in 2023. Cash provided by financing activities in 2024 included proceeds from the issuances of senior notes. Cash used in financing activities in both 2024 and 2023 primarily related to the payment of common stock dividends and common stock repurchases, while 2024 also included the repayment of senior notes.

Current wording

Cash Used in Financing Activities. In the first quarter of 2025, net cash used in financing activities was $327 million compared to $44 million for first quarter of 2024. Cash used in financing activities in both 2025 and 2024 primarily related to the payment of common stock dividends, while 2025 also included common stock repurchases. Cash provided by financing activities in first quarter of 2024 included a draw on the credit facility.

Previous wording

(1)In connection with the dividend payments, Host L.P. made distributions of $748 million to its common OP unit holders.

Current wording

(1)In connection with the dividend payments, Host L.P. made distributions of $354 million to its common OP unit holders.

Previous wording

As of September 30, 2024, our total debt was $5.1 billion, with a weighted average interest rate of 4.8% and a weighted average maturity of 5.5 years. Additionally, 80% of our debt has a fixed rate of interest, and only one of our consolidated hotels is encumbered by mortgage debt.

Current wording

As of March 31, 2025, our total debt was $5.1 billion, with a weighted average interest rate of 4.7% and a weighted average maturity of 5.0 years. Additionally, 80% of our debt has a fixed rate of interest, and only one of our consolidated hotels is encumbered by mortgage debt.

Previous wording

Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption if it requires the property to be closed to hotel guests for one month or longer. 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 the hotel has reopened. Often, related to events that cause property damage and the closure of a hotel, we will collect business interruption insurance proceeds for the near-term loss of business. These proceeds are included in gain on insurance settlements on our condensed consolidated statements of operations. Business interruption insurance gains covering lost revenues while the property was considered non-comparable also will be excluded from the comparable hotel results.

Current wording

Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption if it requires the property to be closed to hotel guests for one month or longer. 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 the hotel has reopened. Often, related to events that cause property damage and the closure of a hotel, we will collect business interruption insurance proceeds for the near-term loss of business. These proceeds are included in net gain on insurance settlements on our condensed consolidated statements of operations. Business interruption insurance gains covering lost revenues while the property was considered non-comparable also will be excluded from the comparable hotel results.

Previous wording

•Alila Ventana Big Sur (business disruption due to the collapse of a portion of Highway 1, causing closure of the hotel beginning in March 2024, reopened in May 2024);

Current wording

•Alila Ventana Big Sur (business disruption due to the collapse of a portion of Highway 1, causing closure of the hotel beginning in March 2024, reopened in May 2024); and