Skip to main content

HOST HOTELS & RESORTS L.P.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

HST$25.28+2.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Condensed Consolidated Financial Statements (unaudited)

  1. Organization

Description of Business

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.” to refer specifically to Host Hotels & Resorts, Inc., and the term “Host L.P.” to refer specifically to Host Hotels & Resorts, L.P. in cases where it is important to distinguish between Host Inc. and Host L.P. As of September 30, 2025, Host Inc. holds approximately 99% of Host L.P.’s partnership interests.

Consolidated Portfolio

As of September 30, 2025, our consolidated portfolio, primarily consisting of luxury and upper upscale hotels, is located in the following countries:

Hotels
United States74
Brazil3
Canada2
Total79
  1. Summary of Significant Accounting Policies

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or 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, 2024.

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 30, 2025, the results of our operations for the quarter and year-to-date ended September 30, 2025 and 2024, and cash flows for the year-to-date ended September 30, 2025 and 2024. Interim results are not necessarily indicative of full year performance because of the effect of seasonal variations.

Five of the partnerships in which we own an interest are considered variable interest entities ("VIEs"), as the general partner of these partnerships maintains control over the decisions that most significantly impact such partnerships. These VIEs include the operating partnership, Host L.P., which is consolidated by Host Inc., of which Host Inc. is the sole general partner and holds approximately 99% of the limited partner interests; the consolidated partnership that owns the Houston Airport Marriott at George Bush Intercontinental; andthree unconsolidated partnerships that own hotel properties, of which we hold limited partner interests ranging from 11% -30%. Host Inc.’s sole significant asset is its investment in Host L.P. and, consequently, substantially all of Host Inc.’s assets and liabilities 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.

Income Taxes

Effective July 4, 2025, the One Big Beautiful Bill Act was approved, resulting in certain changes to U.S. tax legislation that will impact us and our stockholders. Key provisions include a permanent extension of the 20% deduction for qualified REIT dividends, an increase in the REIT asset test limit for taxable REIT subsidiaries from 20% to 25%, and a modification to the base on which the interest deduction limit applies by excluding depreciation, amortization and depletion from adjusted taxable income.

  1. Earnings Per Common Share (Unit)

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 Host L.P. common units distributed to Host Inc. to support such shares granted, and other non-controlling interests that have the option to convert their limited partner interests to Host L.P. common units. No effect is shown for any securities that are anti-dilutive. There are 8.6 million Host L.P. common units, which are convertible into 8.8 million Host Inc. common shares, that are not included in Host Inc.’s calculation of earnings per share as their effect is not dilutive. The calculation of Host Inc. basic and diluted earnings per common share is shown below (in millions, except per share amounts):

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
Net income$163$84$639$598
Less: Net income attributable to non-controlling interests(2)(2)(9)(9)
Net income attributable to Host Inc.$161$82$630$589
Basic weighted average shares outstanding687.5700.9692.6703.1
Assuming distribution of common shares granted under the comprehensive stock plans, less shares assumed purchased at market2.01.51.91.6
Diluted weighted average shares outstanding689.5702.4694.5704.7
Basic earnings per common share$0.23$0.12$0.91$0.84
Diluted earnings per common share$0.23$0.12$0.91$0.84

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

Quarter ended September 30,Year-to-date ended September 30,
2025202420252024
Net income$163$84$639$598
Less: Net income attributable to non-controlling interests(1)(1)(1)(1)
Net income attributable to Host L.P.$162$83$638$597
Basic weighted average units outstanding681.8695.5687.0697.7
Assuming distribution of common units granted under the comprehensive stock plans, less units assumed purchased at market1.91.41.91.6
Diluted weighted average units outstanding683.7696.9688.9699.3
Basic earnings per common unit$0.24$0.12$0.93$0.86
Diluted earnings per common unit$0.24$0.12$0.93$0.85
  1. Revenue

Substantially all 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 from our customers, which we present on a net basis (excluded from revenues) on our statements of operations.

Disaggregation of Revenues. While we do not consider the following disclosure of hotel revenues by location to consist of reportable segments, we have disaggregated hotel revenues by market location. Our revenues also are presented by country in Note 10 – Geographic and Business Segment Information.

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

Quarter ended September 30,Year-to-date ended September 30,
Location2025202420252024
San Diego$124$138$387$408
Orlando9596372354
New York122110350285
Florida Gulf Coast6369339357
Maui9883314277
San Francisco/San Jose9385301279
Phoenix5953275268
Washington, D.C. (Central Business District)6579253265
Miami4241202186
Oahu513115050
Boston4244118120
Jacksonville3433112107
Chicago4644110107
Houston3034108112
Los Angeles/Orange County3537105103
Nashville29299258
San Antonio26259189
Seattle36368786
New Orleans18227880
Denver29317679
Northern Virginia22237172
Philadelphia23236664
Atlanta16135446
Austin12164962
Other9399276269
Domestic1,3031,2944,4364,183
International28257573
Total$1,331$1,319$4,511$4,256
  1. Property and Equipment

Property and equipment consists of the following (in millions):

September 30, 2025December 31, 2024
Land and land improvements$2,431$2,457
Buildings and leasehold improvements15,62015,504
Furniture and equipment2,6332,546
Construction in progress313299
20,99720,806
Less accumulated depreciation and amortization(10,327)(9,900)
$10,670$10,906
  1. Investments in Affiliates

In September 2025, the Asia/Pacific joint venture, in which we own a 25% interest, sold its 36% share intwo separate joint ventures in India to the existing shareholders thereof, representing our exit from our Asia investment. Our portion of the net proceeds to be received is approximately INR 1,550 million ($17 million), and we recorded a loss on sale of approximately $1 million, which includes the reclassification of a net loss due to foreign currency translation of $7 million that had been recognized previously in other comprehensive income (loss).

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

Equity of Host Inc.

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

Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, December 31, 2024$7$7,462$(83)$(777)$3$6,612$165
Net income———63016318
Changes in ownership and other—9———9(9)
Other comprehensive income——16——16—
Issuance of common stock for comprehensive stock plans, net—8———8—
Dividends declared on common stock———(416)—(416)—
Redemptions of limited partner interests for common stock—10———10(10)
Distributions to non-controlling interests————(1)(1)(5)
Repurchase of common stock—(205)———(205)—
Balance, September 30, 2025$7$7,284$(67)$(563)$3$6,664$149
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, June 30, 2025$7$7,290$(74)$(585)$3$6,641$136
Net income———16111621
Changes in ownership and other—(14)———(14)15
Other comprehensive income——7——7—
Issuance of common stock for comprehensive stock plans, net—6———6—
Dividends declared on common stock———(139)—(139)—
Redemptions of limited partner interests for common stock—2———2(2)
Distributions to non-controlling interests————(1)(1)(1)
Balance, September 30, 2025$7$7,284$(67)$(563)$3$6,664$149
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, December 31, 2023$7$7,535$(70)$(839)$4$6,637$189
Net income———58915908
Changes in ownership and other—26——(1)25(24)
Other comprehensive loss——(5)——(5)—
Dividends declared on common stock———(424)—(424)—
Distributions to non-controlling interests————(1)(1)(6)
Repurchase of common stock—(107)———(107)—
Balance, September 30, 2024$7$7,454$(75)$(674)$3$6,715$167
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained DeficitNon-redeemable, non-controlling interestsTotal equityRedeemable, non-controlling interests
Balance, June 30, 2024$7$7,500$(78)$(615)$3$6,817$172
Net income———821831
Changes in ownership and other—5——(1)4(3)
Other comprehensive income——3——3—
Issuance of common stock for comprehensive stock plans, net—6———6—
Dividends declared on common stock———(141)—(141)—
Distributions to non-controlling interests——————(3)
Repurchase of common stock—(57)———(57)—
Balance, September 30, 2024$7$7,454$(75)$(674)$3$6,715$167

Capital of Host L.P.

As of September 30, 2025, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit.

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.

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

General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, December 31, 2024$1$6,691$(83)$3$6,612$165
Net income—630—16318
Changes in ownership and other—9——9(9)
Other comprehensive income——16—16—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net—8——8—
Distributions declared on common OP units—(416)——(416)(5)
Redemptions of limited partner interests for common stock—10——10(10)
Distributions to non-controlling interests———(1)(1)—
Repurchase of common OP units—(205)——(205)—
Balance, September 30, 2025$1$6,727$(67)$3$6,664$149
General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, June 30, 2025$1$6,711$(74)$3$6,641$136
Net income—161—11621
Changes in ownership and other—(14)——(14)15
Other comprehensive income——7—7—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net—6——6—
Distributions declared on common OP units—(139)——(139)(1)
Redemptions of limited partner interests for common stock—2——2(2)
Distributions to non-controlling interests———(1)(1)—
Balance, September 30, 2025$1$6,727$(67)$3$6,664$149
General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, December 31, 2023$1$6,702$(70)$4$6,637$189
Net income—589—15908
Changes in ownership and other—26—(1)25(24)
Other comprehensive loss——(5)—(5)—
Distributions declared on common OP units—(424)——(424)(6)
Distributions to non-controlling interests———(1)(1)—
Repurchase of common OP units—(107)——(107)—
Balance, September 30, 2024$1$6,786$(75)$3$6,715$167
General PartnerLimited PartnerAccumulated Other Comprehensive LossNon-controlling interestsTotal capitalLimited partnership interests of third parties
Balance, June 30, 2024$1$6,891$(78)$3$6,817$172
Net income—82—1831
Changes in ownership and other—5—(1)4(3)
Other comprehensive income——3—3—
Issuance of common OP units to Host Inc. for comprehensive stock plans, net—6——6—
Distributions declared on common OP units—(141)——(141)(3)
Repurchase of common OP units—(57)——(57)—
Balance, September 30, 2024$1$6,786$(75)$3$6,715$167

Share Repurchases

There wereno share repurchases during the third quarter of 2025. For the year-to-date ended September 30, 2025, we repurchased 13.1 million shares at an average price of $15.68 per share for a total of $205 million. As of September 30, 2025, there was $480 million available for repurchase under our common share repurchase program.

Issuance of Common Stock

As of September 30, 2025, there was $600 million of remaining capacity to issue common shares of Host Inc. under our "at the market" distribution agreement. There wereno shares issued during year-to-date 2025.

Dividends/Distributions

On September 11, 2025, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.20 per share on its common stock. The dividend was paid on October 15, 2025 to stockholders of record as of September 30, 2025. Accordingly, Host L.P. made a distribution of $0.2042988 per unit on its common OP units based on the current conversion ratio.

  1. Dispositions

During the third quarter of 2025, we sold the Washington Marriott at Metro Center for $177 million, including $2 million of FF&E funds retained by us and a $114 million loan we provided to the buyer. We recorded a gain on sale of $122 million, which is included in other gains on the unaudited condensed consolidated statements of operations. The loan, which is included in notes receivable on our unaudited condensed consolidated balance sheet, has an initial interest rate of 6.5% and an initial scheduled maturity of August 28, 2027, which date may be extended by up to 12 months by the exercise oftwo 6-month extensions, each of which provides for an increase to the interest rate.

As of September 30, 2025, The St. Regis Houston is classified as held for sale, as it is under contract, subject to customary closing conditions, and we consider it probable that we will consummate such sale in the fourth quarter; however, there can be no assurances that we will complete the transaction.

  1. Fair Value Measurements

We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of notes receivable, 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.

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

September 30, 2025December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
Financial assets
Notes receivable (Level 2)$114$114$79$80
Financial liabilities
Senior notes (Level 1)3,9883,9583,9933,838
Credit facility (Level 2)9951,0009921,000
Mortgage debt (Level 2)96929891
  1. Geographic and Business Segment Information

Our chief operating decision maker ("CODM") is our chief executive officer. We consider each one of our hotels to be an operating segment, as we allocate resources and assess operating performance based on individual hotels. All of our hotels meet the aggregation criteria for segment reporting, and our other real estate investment activities (primarily our equity method investments, retail spaces and office buildings) are immaterial. As such, we reportone segment: hotel ownership. Our consolidated foreign operations consist of hotels intwo countries as of September 30, 2025. There were no intersegment sales during the periods presented.

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

Total Revenues · Property and Equipment, net
Quarter endedSeptember 30, · Year-to-date endedSeptember 30, · September 30,2025 · December 31,2024
2025 · 2024 · 2025 · 2024
United States$1,303$1,294$4,436$4,183$10,608$10,852
Brazil6620173127
Canada221955563127
Total$1,331$1,319$4,511$4,256$10,670$10,906

The CODM's primary measure of performance for our reportable segment is Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA"). The CODM uses EBITDA to analyze how profitable a hotel is, including reviewing how each department at the hotel performed, in comparison to budget and in comparison to prior year performance, when making capital allocation decisions. We do not allocate corporate level income and expenses to segments. Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments, and therefore this information is not disclosed.

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

Quarter ended September 30, 2025 · Quarter ended September 30, 2024
Hotel Ownership · Total · Hotel Ownership · Total
Revenues
Rooms$826$826$825$825
Food and beverage364364365365
Other141141129129
Total revenues1,3311,3311,3191,319
Expenses
Rooms222222216216
Food and beverage278278267267
Other departmental and support expenses357357345345
Management fees52525555
Other property-level expenses103103108108
Other segment items (1)(5)(5)——
Segment EBITDA324324328328
Adjustments and reconciling items:
Depreciation and amortization(196)(197)
Corporate and other expenses(27)(25)
Net gain on property insurance settlements—29
Interest income711
Interest expense(60)(59)
Other gains1221
Equity in earnings of affiliates22
Provision for income taxes(9)(6)
Consolidated Net Income$163$84

(1)Other segment items consist of gain on business interruption proceeds. This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our consolidated statements of operations.

Year-to-date ended September 30, 2025 · Year-to-date ended September 30, 2024
Hotel Ownership · Total · Hotel Ownership · Total
Revenues
Rooms$2,713$2,713$2,563$2,563
Food and beverage1,3451,3451,2851,285
Other453453408408
Total revenues4,5114,5114,2564,256
Expenses
Rooms680680632632
Food and beverage914914848848
Other departmental and support expenses1,0961,0961,0221,022
Management fees191191193193
Other property-level expenses321321313313
Other segment items (1)(24)(24)(40)(40)
Segment EBITDA1,3331,3331,2881,288
Adjustments and reconciling items:
Depreciation and amortization(587)(565)
Corporate and other expenses(83)(81)
Net gain on property insurance settlements—76
Interest income2243
Interest expense(175)(156)
Other gains1481
Equity in earnings of affiliates1612
Provision for income taxes(35)(20)
Consolidated Net Income$639$598
Capital Expenditures$454$454$375$375

(1)Other segment items consist of gain on business interruption proceeds. This amount, combined with net gain on property insurance settlements, make up the amount of net gain on insurance settlements on our consolidated statements of operations.

  1. Non-controlling Interests

Host Inc.’s treatment of the non-controlling interests of Host L.P.: Host Inc. adjusts the amount of the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying amount based on accumulated historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the common unit holders 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. We have estimated that the redemption value of the common OP units is equivalent to the number of common shares issuable upon conversion of the common OP units held by third parties valued at the market price of Host Inc. common stock at the balance sheet date. One common OP unit may be exchanged for 1.021494 shares of Host Inc. common stock. Redeemable non-controlling interests of Host L.P. are classified in the mezzanine section of our balance sheets as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.

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

September 30, 2025December 31, 2024
Common OP units outstanding (millions)8.69.2
Market price per Host Inc. common share$17.02$17.52
Shares issuable upon conversion of one common OP unit1.0214941.021494
Redemption value (millions)$149$165
Historical cost (millions)8690
Book value (millions) ⁽¹⁾149165

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

Other Consolidated Partnerships. Non-redeemable non-controlling interests - other consolidated partnerships on the balance sheets consists of the third-party partnership interest ofone majority-owned partnership.

  1. Contingencies

While many of our hotels in Florida were affected by Hurricanes Helene and Milton, which made landfall in September and October 2024, respectively, the most significant damage sustained during the storms occurred at The Don CeSar, which reopened to guests on March 26, 2025, and all amenities reopened by the third quarter of 2025.

At The Don CeSar, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $61 million, for which we have recorded a corresponding insurance receivable of $61 million. As of September 30, 2025, we have received $40 million of insurance proceeds related to these claims, of which $16 million reduced our receivable to $45 million. The remaining $24 million of these proceeds were recognized as a gain on business interruption, including $5 million recognized during the third quarter of 2025, which is included in net gain on insurance settlements on our unaudited condensed consolidated statements of operations. We believe our insurance coverage is sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles.

  1. Legal Proceedings

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

Based on our analysis of legal proceedings with which we and our hotels' managers are currently involved or of which we are currently aware and our experience in resolving similar claims in the past, we have recorded immaterial accruals as of September 30, 2025 related to such claims. We have estimated that, in the aggregate, our losses related to these proceedings will not be material. We are not aware of any matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.