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What changed in Host Hotels & Resorts's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Host Hotels & Resorts's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+401 added−381 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-28)

Top changes in Host Hotels & Resorts's 2024 10-K

401 paragraphs added · 381 removed · 319 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

49 edited+6 added−3 removed145 unchanged
Biggest changeThe following table details the locations and numbers of rooms at our consolidated hotels as of February 23, 2024: Location Rooms Location Rooms Arizona Hawaii AC Hotel Scottsdale North 165 Andaz Maui at Wailea Resort 320 The Phoenician, A Luxury Collection Resort, Scottsdale 645 Fairmont Kea Lani, Maui 450 The Westin Kierland Resort & Spa 735 Hyatt Place Waikiki Beach 426 California Hyatt Regency Maui Resort and Spa 810 Alila Ventana Big Sur 59 Illinois Axiom Hotel 152 Embassy Suites by Hilton Chicago Downtown Magnificent Mile 455 Coronado Island Marriott Resort & Spa ⁽¹⁾ 300 Swissôtel Chicago 662 Grand Hyatt San Francisco 669 The Westin Chicago River North 445 Hyatt Regency San Francisco Airport 790 Louisiana Manchester Grand Hyatt San Diego ⁽¹⁾ 1,628 New Orleans Marriott 1,333 Marina del Rey Marriott ⁽¹⁾ 370 Maryland Marriott Marquis San Diego Marina ⁽¹⁾ 1,366 Gaithersburg Marriott Washingtonian Center 284 San Francisco Marriott Fisherman's Wharf 285 Massachusetts San Francisco Marriott Marquis ⁽¹⁾ 1,500 Boston Marriott Copley Place ⁽¹⁾ 1,145 Santa Clara Marriott ⁽¹⁾ 766 The Westin Waltham Boston 351 The Ritz-Carlton, Marina del Rey ⁽¹⁾ 304 Minnesota The Westin South Coast Plaza, Costa Mesa ⁽²⁾ 393 Minneapolis Marriott City Center 585 Colorado New Jersey Denver Marriott Tech Center 605 Newark Liberty International Airport Marriott ⁽¹⁾ 591 Denver Marriott West ⁽¹⁾ 305 Sheraton Parsippany Hotel 370 The Westin Denver Downtown 430 New York Florida New York Marriott Downtown 515 1 Hotel South Beach 433 New York Marriott Marquis 1,971 Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 Ohio Four Seasons Resort Orlando at Walt Disney World® Resort 444 The Westin Cincinnati ⁽¹⁾ 456 Hilton Singer Island Oceanfront/Palm Beaches Resort 223 Pennsylvania Hyatt Regency Coconut Point Resort and Spa 462 Philadelphia Airport Marriott ⁽¹⁾ 419 Miami Marriott Biscayne Bay 600 The Logan Philadelphia, Curio Collection by Hilton 391 Orlando World Center Marriott 2,004 Texas Tampa Airport Marriott ⁽¹⁾ 298 Hotel Van Zandt 319 The Don CeSar 348 Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573 The Ritz-Carlton, Amelia Island 446 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398 The Ritz-Carlton, Naples 474 Hyatt Regency Austin 448 The Ritz-Carlton Naples, Tiburón 295 JW Marriott Houston by The Galleria 516 Georgia Marriott San Antonio Riverwalk 512 The Alida, Savannah, a Tribute Portfolio Hotel 173 San Antonio Marriott Rivercenter ⁽¹⁾ 1,000 Grand Hyatt Atlanta In Buckhead 439 The Laura Hotel, Houston Downtown, Autograph Collection 223 JW Marriott Atlanta Buckhead 371 The St.
Biggest changeThe following table details the locations and numbers of rooms at our consolidated hotels as of February 21, 2025: Location Rooms Location Rooms Arizona Hawaii AC Hotel Scottsdale North 165 Andaz Maui at Wailea Resort 320 The Phoenician, A Luxury Collection Resort, Scottsdale 645 Fairmont Kea Lani, Maui 450 The Westin Kierland Resort & Spa 735 Hyatt Place Waikiki Beach 426 California Hyatt Regency Maui Resort and Spa 810 Alila Ventana Big Sur 59 The Ritz-Carlton O'ahu, Turtle Bay 450 Axiom Hotel 152 Illinois Coronado Island Marriott Resort & Spa ⁽¹⁾ 300 Embassy Suites by Hilton Chicago Downtown Magnificent Mile 455 Grand Hyatt San Francisco 669 Swissôtel Chicago 662 Hyatt Regency San Francisco Airport 790 The Westin Chicago River North 445 Manchester Grand Hyatt San Diego ⁽¹⁾ 1,628 Louisiana Marina del Rey Marriott ⁽¹⁾ 370 New Orleans Marriott 1,333 Marriott Marquis San Diego Marina ⁽¹⁾ 1,366 Maryland San Francisco Marriott Fisherman's Wharf 285 Gaithersburg Marriott Washingtonian Center 284 San Francisco Marriott Marquis ⁽¹⁾ 1,500 Massachusetts Santa Clara Marriott ⁽¹⁾ 766 Boston Marriott Copley Place ⁽¹⁾ 1,145 The Ritz-Carlton, Marina del Rey ⁽¹⁾ 304 The Westin Waltham Boston 351 The Westin South Coast Plaza, Costa Mesa ⁽²⁾ 393 Minnesota Colorado Minneapolis Marriott City Center 585 Denver Marriott Tech Center 605 New Jersey Denver Marriott West ⁽¹⁾ 305 Newark Liberty International Airport Marriott ⁽¹⁾ 591 The Westin Denver Downtown 432 Sheraton Parsippany Hotel 370 Florida New York 1 Hotel South Beach 433 1 Hotel Central Park 234 Baker's Cay Resort Key Largo, Curio Collection by Hilton 200 New York Marriott Downtown 515 Four Seasons Resort Orlando at Walt Disney World® Resort 444 New York Marriott Marquis 1,971 Hyatt Regency Coconut Point Resort and Spa 462 Ohio Miami Marriott Biscayne Bay 605 The Westin Cincinnati ⁽¹⁾ 456 Orlando World Center Marriott 2,004 Pennsylvania Tampa Airport Marriott ⁽¹⁾ 298 Philadelphia Airport Marriott ⁽¹⁾ 419 The Don CeSar 348 The Logan Philadelphia, Curio Collection by Hilton 391 The Ritz-Carlton, Amelia Island 446 Tennessee The Ritz-Carlton, Naples 474 1 Hotel Nashville 215 The Ritz-Carlton Naples, Tiburón 295 Embassy Suites by Hilton Nashville Downtown 506 The Singer Oceanfront Resort, Curio Collection by Hilton 223 Texas Georgia Hotel Van Zandt 319 The Alida, Savannah, a Tribute Portfolio Hotel 173 Houston Airport Marriott at George Bush Intercontinental ⁽¹⁾⁽³⁾ 573 Grand Hyatt Atlanta in Buckhead 439 Houston Marriott Medical Center/Museum District ⁽¹⁾ 398 JW Marriott Atlanta Buckhead 371 Hyatt Regency Austin 448 13 Table of Contents Texas (cont.) Washington, D.C.
The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, upper midscale, midscale and economy.
The lodging industry is viewed as consisting of six different categories, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, upper midscale, midscale and economy.
The relatively long lead-time required to complete the development of hotels makes supply growth easier to forecast than demand growth but increases the volatility of the cyclical behavior of the lodging industry, as new supply may be planned during an upcycle but such supply may open for business in a weaker economy.
The relatively long lead-time required to complete the development of hotels makes supply growth easier to forecast than demand growth but increases the volatility of the cyclical behavior of the lodging industry, as new supply may be planned during an upcycle but may open for business in a weaker economy.
General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, Four Seasons and AccorHotels) typically include the terms described below: • Term and fees for operational services .
General Terms and Provisions – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, Hilton, Four Seasons, 1 Hotels and AccorHotels) typically include the terms described below: • Term and fees for operational services .
Additionally, for every share of common stock issued by Host Inc., Host L.P. will issue .97895 OP units to Host Inc. in exchange for the consideration received from the issuance of the common stock.
Additionally, for every share of common stock issued by Host Inc., Host L.P. will issue 0.97895 OP units to Host Inc. in exchange for the consideration received from the issuance of the common stock.
For 2024, we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale. We are constantly evaluating potential acquisitions of iconic upper-upscale and luxury properties that we believe have sustainable competitive advantages. Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions.
For 2025, we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale. We are constantly evaluating potential acquisitions of iconic upper-upscale and luxury properties that we believe have sustainable competitive advantages. Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions.
Host Inc. owns hotels 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”) as of December 31, 2023. The remaining partnership interests are owned by various unaffiliated limited partners.
Host Inc. owns hotels 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”) as of December 31, 2024. The remaining partnership interests are owned by various unaffiliated limited partners.
Operating Structure Host Inc. operates through an umbrella partnership structure in which substantially all its assets are owned by Host L.P., of which Host Inc. is the sole general partner and holds approximately 99% of the OP units as of December 31, 2023.
Operating Structure Host Inc. operates through an umbrella partnership structure in which substantially all its assets are owned by Host L.P., of which Host Inc. is the sole general partner and holds approximately 99% of the OP units as of December 31, 2024.
As of December 31, 2023, this joint venture has invested approximately $109 million (of which our share is $27 million) in a separate joint venture in India with Accor S.A. and InterGlobe Enterprises Limited, in which it holds a 36% interest.
As of December 31, 2024, this joint venture has invested approximately $109 million (of which our share is $27 million) in a separate joint venture in India with Accor S.A. and InterGlobe Enterprises Limited, in which it holds a 36% interest.
In the case of our hotels operating under the W®, Westin®, Sheraton®, Luxury Collection® and St.
In the case of our hotels operating under the W ® , Westin ® , Luxury Collection ® and St.
To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC. Maui Joint Venture.
To the extent certain triggers are met and we have not exercised our call right, Noble Investment Group, LLC has a one-time ability, but not the obligation, to exercise its put 15 Table of Contents right to cause us to purchase up to an additional 26% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC. Maui Joint Venture.
(2) The land, building and improvements are leased from a third party under a long-term lease agreement. (3) This property is not wholly owned. By Market Location: With our geographically diverse portfolio, no individual market represents more than 9% of total revenues.
(2) The land, building and improvements are leased from a third party under a long-term lease agreement. (3) This property is not wholly owned. 14 Table of Contents By Market Location: With our geographically diverse portfolio, no individual market represents more than 9% of total revenues.
Employees of our third-party hotel managers at 17 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject to review and renewal on a regular basis. For a discussion of these relationships, see Part I Item 1A.
Employees of our third-party hotel managers at 18 of our hotels, representing approximately 26% of our total room count, are covered by collective bargaining agreements that are subject 17 Table of Contents to review and renewal on a regular basis. For a discussion of these relationships, see Part I Item 1A.
Due to the ownership structure and economic or participating rights 14 Table of Contents of our partners, we do not consolidate the operations of the properties owned by these entities and they are included in equity in earnings in our consolidated results of operations. Our investments in these entities include the following: Noble Joint Venture.
Due to the ownership structure and economic or participating rights of our partners, we do not consolidate the operations of the properties owned by these entities and they are included in equity in earnings in our consolidated results of operations. Our investments in these entities include the following: Noble Joint Venture.
Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Four Seasons ® , Grand Hyatt ® , JW 15 Table of Contents Marriott ® , Ritz-Carlton ® , St.
Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as 1 Hotels ® , Alila ® , Andaz ® , Fairmont ® , Four Seasons ® , Grand Hyatt ® , JW Marriott ® , Ritz-Carlton ® , St.
Our hotels typically include meeting and banquet facilities, a variety of restaurants and lounges, swimming pools, exercise facilities and/or spas, gift shops and parking facilities, the combination of which enable them to serve business, leisure and group travelers. 11 Table of Contents Our consolidated portfolio includes 28 hotels that have more than 500 rooms.
Our hotels typically include meeting and banquet facilities, a variety of restaurants and lounges, swimming pools, exercise facilities and/or spas, gift shops and parking facilities, the combination of which enable them to serve business, leisure and group travelers. Our consolidated portfolio includes 29 hotels that have more than 500 rooms.
The charts below detail the historical supply, demand and revenue per available room (“RevPAR”) growth for the U.S. lodging industry and for the U.S. luxury and upper upscale categories for 2018 to 2023. U.S. Lodging Industry Supply, Demand and RevPAR Growth 6 Table of Contents U.S. Luxury and Upper Upscale Supply, Demand and RevPAR Growth Our Customers.
The charts below detail the historical supply, demand and revenue per available room (“RevPAR”) growth for the U.S. lodging industry and for the U.S. luxury and upper upscale categories for 2019 to 2024. U.S. Lodging Industry Supply, Demand and RevPAR Growth 6 Table of Contents U.S. Luxury and Upper Upscale Supply, Demand and RevPAR Growth Our Customers.
The following chart summarizes the composition of our consolidated hotels as of February 23, 2024 by each market location based on its percentage of 2023 revenues: Other Real Estate Interests We own non-controlling interests in several entities that, as of February 23, 2024, owned, or owned an interest in, 35 properties and a vacation ownership development.
The following chart summarizes the composition of our consolidated hotels as of February 21, 2025 by each market location based on its percentage of 2024 revenues: Other Real Estate Interests We own non-controlling interests in several entities that, as of February 21, 2025, owned, or owned an interest in, 40 properties and a vacation ownership development.
Approximately 2% of our revenues in 2023, and approximately 1% of our revenues in both 2022 and 2021 were attributed to the operations of these five foreign hotels.
Approximately 2% of our revenues in 2024, 2% of our revenues in 2023 and 1% of our revenues in 2022 were attributed to the operations of these five foreign hotels.
The average age of our properties is 36 years, although substantially all of them have benefited from significant renovations or major additions, as well as regularly scheduled renewal and replacement expenditures and other capital improvements.
The average age of our properties is 37 years, although substantially all of them have benefited from significant renovations or major additions, as well as 11 Table of Contents regularly scheduled renewal and replacement expenditures and other capital improvements.
We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a sustainability leader in the lodging REIT sector.
We believe that a disciplined and proactive approach to addressing critical environmental, social and governance (ESG) topics enables us to create long-term value for our stockholders and helps us to optimize our portfolio and human capital investments, while maintaining our position as a global sustainability leader.
While approximately 61% of our revenues in 2023 were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.
While approximately 60% of our revenues in 2024 were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.
As part of our investment, we have made a $211.5 million capital commitment to Noble Hospitality Fund V, L.P. ("Noble Fund V"), which represents a 21.15% ownership interest in the fund.
As part of our investment, we have made a $211.5 million capital commitment to Noble Hospitality Fund V, L.P. ("Noble Fund V"), which represents a 21.15% ownership interest in the fund. As of December 31, 2024, we have funded $72 million to Noble Fund V.
Lodging supply growth generally is driven by overall lodging demand, as extended periods of strong demand growth tend to encourage new development. However, the rate of supply growth also is influenced by several additional factors, including the availability of capital, interest rates, construction costs and unique market considerations.
Lodging demand also will be affected by changes to international travel patterns. Lodging supply growth generally is driven by overall lodging demand, as extended periods of strong demand growth tend to encourage new development. However, the rate of supply growth also is influenced by several additional factors, including the availability of capital, interest rates, construction costs and unique market considerations.
Regis Houston 232 13 Table of Contents Virginia Wyoming Hyatt Regency Reston 518 Four Seasons Resort and Residences Jackson Hole 125 The Ritz-Carlton, Tysons Corner ⁽¹⁾ 398 Brazil Washington ibis Rio de Janeiro Parque Olimpico 256 The Westin Seattle 891 JW Marriott Hotel Rio de Janeiro 245 W Seattle 424 Novotel Rio de Janeiro Parque Olimpico 149 Washington, D.C.
Regis Houston 232 Four Seasons Resort and Residences Jackson Hole 125 Virginia Brazil Hyatt Regency Reston 518 ibis Rio de Janeiro Parque Olimpico 256 The Ritz-Carlton, Tysons Corner ⁽¹⁾ 398 JW Marriott Hotel Rio de Janeiro 245 Washington Novotel Rio de Janeiro Parque Olimpico 149 The Westin Seattle 891 Canada W Seattle 424 Calgary Marriott Downtown Hotel 388 Washington, D.C.
As of December 31, 2023, unaffiliated limited partners owned 9.5 million OP units, which were convertible into 9.7 million Host Inc. common shares. 10 Table of Contents Assuming that all OP units held by unaffiliated limited partners were converted into common shares, there would have been 713.3 million common shares of Host Inc. outstanding at December 31, 2023.
As of December 31, 2024, unaffiliated limited partners owned 9.2 million OP units, which were convertible into 9.4 million Host Inc. common shares. 10 Table of Contents Assuming that all OP units held by unaffiliated limited partners were converted into common shares, there would have been 708.5 million common shares of Host Inc. outstanding at December 31, 2024.
Our Consolidated Hotel Portfolio As of February 23, 2024, we owned a portfolio of 77 hotels, of which 72 are in the United States and five are located in Brazil and Canada. Our consolidated hotels located outside the United States collectively have approximately 1,500 rooms.
Our Consolidated Hotel Portfolio As of February 21, 2025, we owned a portfolio of 81 hotels, of which 76 are in the United States and five are located in Brazil and Canada. Our consolidated hotels located outside the United States collectively have approximately 1,500 rooms.
The increases in Total Energy Consumption and Total Water Consumption for 2021 and 2022 reflect the return of business at our hotels as compared to the loss of occupancy from the COVID-19 pandemic in prior years: 4 Table of Contents ___________ (1) Energy and water metrics relate to our consolidated hotels owned for the entire year presented.
The increases in both Total Water Consumption and Total Energy Consumption from 2021 to 2022 reflect the recovery of business at our hotels following the COVID-19 pandemic: 4 Table of Contents ___________ (1) Energy and water metrics relate to our consolidated hotels owned for the entire year presented.
The following table details our consolidated hotel portfolio by brand as of February 23, 2024: Brand Number of Hotels Rooms Percentage of Revenues ⁽¹⁾ Marriott: Marriott 26 19,033 37.6 % Ritz-Carlton 5 1,917 7.6 % Autograph Collection 1 223 0.4 % Tribute Portfolio 1 173 0.4 % JW Marriott 4 1,909 3.5 % AC Hotels 1 165 0.2 % W 1 424 0.6 % St.
The following table details our consolidated hotel portfolio by brand as of February 21, 2025: Brand Number of Hotels Rooms Percentage of Revenues ⁽¹⁾ Marriott: Marriott 26 19,038 36.8 % Ritz-Carlton 6 2,367 10.2 % Autograph Collection 1 223 0.3 % Tribute Portfolio 1 173 0.4 % JW Marriott 4 1,909 3.5 % AC Hotels 1 165 0.2 % W 1 424 0.6 % St.
As of February 23, 2024, our consolidated lodging portfolio consists of 77 primarily luxury and upper-upscale hotels containing approximately 42,000 rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).
As of February 21, 2025, our consolidated lodging portfolio consists of 81 primarily luxury and upper-upscale hotels containing approximately 43,400 rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).
Human Capital Resources As of February 23, 2024, we had 163 employees, all of whom work in the United States, including our regional office in Miami. The current average tenure of our employees is more than 13 years, and the voluntary and total turnover rates in 2023 were 5% and 7%, respectively.
Human Capital Resources As of February 21, 2025, we had 165 employees, all of whom work in the United States, including our regional office in Miami. The current average tenure of our employees is approximately 14 years, and the voluntary and total turnover rates in 2024 were 2% and 5%, respectively.
It includes the “rack rate,” which typically is applied to rooms during high demand periods and is the highest rate category available. Retail room rates will fluctuate more freely depending on anticipated demand levels (e.g., seasonality and weekday vs. weekend stays). • Non-Qualified Discount: This category includes special rates offered by the hotels, including packages, advance-purchase discounts and promotional offers.
Retail room rates will fluctuate more freely depending on anticipated demand levels (e.g., seasonality and weekday vs. weekend stays). • Non-Qualified Discount: This category includes special rates offered by the hotels, including packages, advance-purchase discounts and promotional offers.
To maintain its qualification as a REIT, Host Inc. is required to distribute 90% of its taxable income (other than net capital gain) to its stockholders each year and, as a result, generally relies on external sources of capital, as well as cash from operations, to finance growth. 3 Table of Contents Management believes that a strong balance sheet is a key competitive advantage that affords us a lower cost of debt and positions us for external growth.
To maintain its qualification as a REIT, Host Inc. is required to distribute 90% of its taxable income (other than net 3 Table of Contents capital gain) to its stockholders each year and, as a result, generally relies on external sources of capital, as well as cash from operations, to finance growth.
Our latest Corporate Responsibility Report, which was issued in September 2023, details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our new 2030 environmental and social targets that will serve as the initial roadmap for achieving our aspirational vision of becoming net positive by 2050.
Our latest Corporate Responsibility Report, which was issued in July 2024, details our CR program and responsible investment strategy; along with our environmental, social and governance performance and our 2030 environmental and social targets that serve as the interim milestone in our roadmap to achieve our aspirational vision of becoming a net positive company by 2050.
Regis 1 232 0.4 % Luxury Collection 1 645 3.7 % Westin 8 3,970 7.6 % Sheraton 1 370 0.4 % Total Marriott 50 29,061 62.4 % Hyatt: Alila 1 59 0.9 % Andaz 1 320 1.9 % Grand Hyatt 4 3,633 8.0 % Hyatt Place 1 426 0.6 % Hyatt Regency 6 3,866 8.7 % Total Hyatt 13 8,304 20.1 % Hilton: Curio 2 591 1.7 % Hilton 1 223 0.3 % Embassy Suites 1 455 0.6 % Total Hilton 4 1,269 2.6 % AccorHotels: Swissôtel 1 662 1.1 % Fairmont 1 450 2.3 % ibis 1 256 0.1 % Novotel 1 149 0.1 % Total AccorHotels 4 1,517 3.6 % Four Seasons 2 569 5.2 % Other/Independent 4 1,252 6.1 % 77 41,972 100.0 % ___________ (1) Based on our 2023 revenues; no individual hotel contributed more than 6% of total revenues in 2023.
Regis 1 232 0.4 % Luxury Collection 1 645 3.5 % Westin 8 3,972 7.7 % Sheraton 1 370 0.4 % Total Marriott 51 29,518 64.0 % Hyatt: Alila 1 59 0.7 % Andaz 1 320 1.7 % Grand Hyatt 4 3,638 7.0 % Hyatt Place 1 426 0.7 % Hyatt Regency 6 3,866 7.5 % Total Hyatt 13 8,309 17.6 % Hilton: Curio 2 591 1.6 % Hilton 1 223 0.2 % Embassy Suites 2 961 1.5 % Total Hilton 5 1,775 3.3 % AccorHotels: Swissôtel 1 662 1.0 % Fairmont 1 450 2.3 % ibis 1 256 0.1 % Novotel 1 149 0.1 % Total AccorHotels 4 1,517 3.5 % 1 Hotel 3 882 4.7 % Four Seasons 2 569 4.8 % Other/Independent 3 819 2.1 % 81 43,389 100.0 % ___________ (1) Based on our 2024 revenues; no individual hotel contributed more than 6% of total revenues in 2024.
We own a 50% interest in a joint venture with White Lodging Services that owns the 255-room Hyatt Place Nashville Downtown in Tennessee. The joint venture has a $60 million mortgage loan that is non-recourse to us. Harbor Beach Joint Venture.
We own a 50% interest in a joint venture with White Lodging Services that owns the 255-room Hyatt Place Nashville Downtown in Tennessee. In August 2024, the joint venture completed an amendment and restatement of its $60 million mortgage loan agreement, extending its maturity to August 2, 2029. The loan is non-recourse to us. Harbor Beach Joint Venture.
Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt, Four Seasons and Hilton. There are also specialized, smaller boutique hotels that are customized towards a particular customer profile.
Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, Hyatt, Four Seasons and Hilton.
As of December 31, 2023, our total workforce consists of 42% men and 58% women, with 46% of management positions held by women. Our workforce also consists of 39% minorities, with 23% of management positions held by minorities.
As of December 31, 2024, our total workforce consists of 43% men and 57% women, with 46% of management positions held by women. Our workforce also consists of 38% minorities, with 21% of management positions held by minorities.
Canada Grand Hyatt Washington 897 Calgary Marriott Downtown Hotel 388 Hyatt Regency Washington on Capitol Hill 838 Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ 461 JW Marriott Washington, D.C. 777 Total 41,972 The Westin Georgetown, Washington D.C. 269 Washington Marriott at Metro Center 459 ___________ (1) The land on which this hotel is built is leased from a third party under one or more lease agreements.
Marriott Downtown at CF Toronto Eaton Centre ⁽¹⁾ 461 Grand Hyatt Washington 902 Total 43,389 Hyatt Regency Washington on Capitol Hill 838 ___________ (1) The land on which this hotel is built is leased from a third party under one or more lease agreements.
We also compete with other REITs and other public and private investors for the acquisition of new properties and investment opportunities as we attempt to position our portfolio to best take advantage of changes in markets and travel patterns of our customers.
We also compete with other REITs and other public and private investors for the acquisition of new properties and investment opportunities as we attempt to position our portfolio to best take advantage of changes in markets and travel patterns of our customers. 1 This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us.
Seasonality Our hotel sales traditionally have experienced moderate seasonality, which varies based on the individual hotel and the region. Hotel sales for our consolidated portfolio were approximately 26%, 26%, 23% and 25% for the first, second, third and fourth calendar quarters, respectively, in 2023.
Hotel sales for our consolidated portfolio were approximately 26%, 26%, 23% and 25% for the first, second, third and fourth calendar quarters, respectively, in 2024.
The hotel manager typically receives fees based on the revenues and profitability of the hotel. Supply and Demand. Our industry is influenced by the cyclical relationship between the supply of and demand for hotel rooms. Lodging demand growth typically is related to the vitality of the overall economy, in addition to local market factors that stimulate travel to specific destinations.
The hotel manager typically receives fees based on the revenues and profitability of the hotel. Supply and Demand. Our industry is influenced by the cyclical relationship between the supply of and demand for hotel rooms.
The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for 2020 through 2022, the last three fiscal years for which data is available (1) .
The charts below detail our third-party verified Total Energy Consumption and Total Water Consumption for 2021 through 2023, the last three fiscal years for which data is available (1) . The increase in Total Water Consumption from 2022 to 2023 reflects an increase in occupancy at our hotels, while Total Energy Consumption remained level due to efficiency investments.
Trends in economic indicators such as gross domestic product 5 Table of Contents (“GDP”) growth, business investment, corporate profits and employment growth are key indicators of the relative strength of lodging demand. Lodging demand also will be affected by changes to international travel patterns.
Lodging demand growth typically is related to the vitality of the overall economy, in addition to local 5 Table of Contents market factors that stimulate travel to specific destinations. Trends in economic indicators such as gross domestic product (“GDP”) growth, business investment, corporate profits and employment growth are key indicators of the relative strength of lodging demand.
We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida.
We own a 49.9% interest in a joint venture with R/V-C Association that owns the 650-room Fort Lauderdale Marriott Harbor Beach Resort & Spa in Florida. The joint venture has a $158 million mortgage loan outstanding on the hotel that is non-recourse to us. Additional advances up to $27 million are available until December 31, 2025 to fund capital expenditures.
None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees, has or will have any responsibility or liability for any information contained in this annual report. 16 Table of Contents we are meeting our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.
None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees has or will have any responsibility or liability for any information contained in this annual report. 16 Table of Contents Seasonality Our hotel sales traditionally have experienced moderate seasonality, which varies based on the individual hotel and the region.
The four key subcategories of rates offered to the transient business group are: • Retail: This is the benchmark rate that a hotel publishes and offers to the public. It typically is the rate charged to travelers that do not have access to negotiated or discounted rates.
Our hotels attract both business and leisure travelers; therefore, our hotels' performance as it relates to transient demand is driven by trends related to both of these customer types. The four key subcategories of rates offered to the transient business group are: • Retail: This is the benchmark rate that a hotel publishes and offers to the public.
As of December 31, 2023, we have funded $33 million to Noble Fund V, which currently owns 25 select service and extended stay hotels and two land sites to be developed. Upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.
Beginning in 2026, upon certain triggers being met, we have the ability to acquire up to 100% of Noble Management Holdings, LLC and Noble Investment Holdings, LLC.
Generally, these hotels will be operated by an independent third party and either will have no brand affiliation, or will be associated with a major brand, while maintaining most of its independent identity (which we refer to as “soft-branded” hotels). Revenues earned at our hotels consist of three broad categories: rooms, food and beverage, and other revenues.
Our portfolio also includes hotels referred to as “soft-branded” that are associated with a major brand chain, but maintain a unique identity that is customized towards a particular customer profile or authentic location. Revenues earned at our hotels consist of three broad categories: rooms, food and beverage, and other revenues.
Removed
Historically, business travelers have made up the majority of transient demand at our hotels; however, leisure drove the majority of our demand during the recovery from the COVID-19 pandemic from 2020 through 2022, with business transient seeing a recovery in the second half of 2022 and through 2023.
Added
We also execute capital expenditure projects to further increase the resilience of our hotels, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems.
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In December 2023, the joint venture completed the refinancing of the mortgage loan on the hotel with an initial draw of $152.5 million, the proceeds of which were used to repay the outstanding balance of $150 million. Additional advances of $32.5 million are available until December 31, 2025 to fund capital expenditures. The mortgage debt is non-recourse to us.
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Management believes that a strong balance sheet is a key competitive advantage that affords us a lower cost of debt and positions us for external growth.
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In order to ensure that 1 This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us.
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It typically is the rate charged to travelers that do not have access to negotiated or discounted rates. It includes the “rack rate,” which typically is applied to rooms during high demand periods and is the highest rate category available.
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(cont.) JW Marriott Houston by The Galleria 516 JW Marriott Washington, DC 777 San Antonio Marriott Rivercenter ⁽¹⁾ 1,000 The Westin Georgetown, Washington D.C. 269 San Antonio Marriott Riverwalk 512 Washington Marriott at Metro Center 459 The Laura Hotel, Houston Downtown, Autograph Collection 223 Wyoming The St.
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Additionally, through a co-investment of the fund, we have committed an additional $30 million of which we have funded $13 million. Noble Fund V and the co-investment currently own 30 select service and extended stay hotels and ten land sites to be developed.
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In order to ensure that we are meeting our human capital objectives, we conduct employee surveys to obtain feedback on various topics, informing how we execute on specific programs.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

70 edited+18 added−8 removed147 unchanged
Biggest changeOther circumstances affecting the lodging industry which may affect our performance and the forecasts we make include: • the effect on lodging demand of 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, rising interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar; • 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, 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; • risks that U.S. immigration policies and border closings, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will suppress international travel to the United States generally or decrease the labor pool; • 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; • volatility in global financial and credit markets, which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs; • future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs; • 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; • the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures; • changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers; • changes in taxes and governmental regulations that influence or set wages, hotel employee health care costs, prices, interest rates or construction and maintenance procedures and costs; and • decreases in the frequency of business travel that may result from alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.
Biggest changeOther circumstances affecting the lodging industry which may affect our performance and the forecasts we make include: • the effect on lodging demand of 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; • 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, or the occurrence or potential 18 Table of Contents occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services; • risks that U.S. immigration policies and border closings, visa processing times, travel restrictions or advisories, changes in energy prices or changes in foreign exchange rates will suppress international travel to the United States generally or decrease the labor pool, and risks that international U.S. outbound travel may remain elevated relative to historic levels; • the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade tensions and proposed 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 or result in supply chain disruptions; • volatility in global financial and credit markets, which could materially adversely affect U.S. and global economic conditions, business activity, and lodging demand as well as negatively impact our ability to obtain financing and increase our borrowing costs; • future U.S. governmental action to address budget deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, all of which could materially adversely affect U.S. economic conditions, business activity, credit availability and borrowing costs; • 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, severance and furlough payments to hotel employees or changes in workplace rules that affect labor costs; • the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures; • changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers; • changes in taxes and governmental regulations that influence or set wages, hotel employee health care costs, prices, interest rates or construction and maintenance procedures and costs; and • decreases in the frequency of business travel that may result from hybrid or remote work environments and other changes to business operations, such as alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.
Our property insurance policies also provide that all of the claims from each of our properties resulting from a particular insurable occurrence must be combined for purposes of evaluating whether the aggregate limits and sub-limits provided in our policies have been exceeded.
Our property insurance policies also provide that all claims from each of our properties resulting from a particular insurable occurrence must be combined for purposes of evaluating whether the aggregate limits and sub-limits provided in our policies have been exceeded.
Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which assets are not susceptible to a precise determination of fair market value, and for which we will not obtain independent appraisals.
Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination of fair market value, and for which we will not obtain independent appraisals.
Compliance with the Americans with Disabilities Act and other government regulations can be costly. Our hotels are subject to various other forms of regulation, including Title III of the Americans with Disabilities Act (“ADA”), building codes and regulations pertaining to fire and life safety.
Compliance with the Americans with Disabilities Act and other government regulations can be costly. Our hotels are subject to various forms of regulation, including Title III of the Americans with Disabilities Act (“ADA”), building codes and regulations pertaining to fire and life safety.
Climate change also may affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable in areas most vulnerable to such events, increasing operating costs at our hotels, such as the cost of water or energy, and requiring us to expend funds as we seek to repair and protect our hotels against such risks.
Climate change also may affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable in areas vulnerable to such events, increasing operating costs at our hotels, such as the cost of water or energy, and requiring us to expend funds as we seek to repair and protect our hotels against such risks.
We, our managers and third-party providers may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools (including artificial intelligence and machine learning) that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence.
We, our managers and third-party providers may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools (including artificial intelligence (AI) and machine learning) that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence.
Over time, our coastal markets also are expected to continue to experience increases in storm intensity and rising sea levels causing damage to our hotels. As a result, we could become subject to significant losses and/or repair costs that may or may not be fully covered by insurance.
Over time, our coastal markets are expected to continue to experience increases in storm intensity and rising sea levels causing damage to our hotels. As a result, we could become subject to significant losses and/or repair costs that may or may not be fully covered by insurance.
Some potential losses are not covered by insurance. We carry comprehensive insurance coverage for property, business interruption, terrorism, and other risks with respect to all our hotels and other properties. We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties.
Some potential losses are not covered by insurance. We carry insurance coverage for property, business interruption, terrorism, and other risks with respect to all our hotels and other properties. We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties.
There is no assurance that this insurance, where maintained, will fully fund the re-building or restoration of a hotel that is impacted by an earthquake, hurricane, or other natural disaster, or a terrorism event, or will fully fund the income lost as a result of the damage.
There is no assurance that this insurance, where maintained, will fully fund the re-building or restoration of a hotel that is impacted by an earthquake, hurricane, wildfire or other natural disaster, or a terrorism event, or will fully fund the income lost as a result of the damage.
We currently are, and in the future may be, involved in the development or redevelopment of hotels, timeshare units or other alternate uses of portions of our existing hotels, including the development of retail, office or apartments, and including through joint ventures.
We currently are, and in the future may be, involved in the development or redevelopment of hotels, timeshare units or other alternate uses of portions of our existing hotels, including the development of retail, office, condominium or apartments, and including through joint ventures.
For example, if a hurricane were to cause widespread damage to Florida, claims from each of our hotels would be aggregated against the policy limit or sub-limit and could exceed the applicable limit or sub-limit.
For example, if a hurricane were to cause widespread damage in Florida, claims from each of our hotels would be aggregated against the policy limit or sub-limit and could exceed the applicable limit or sub-limit.
These information networks and systems are vulnerable to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or operational disruption (e.g., due to ransomware); cyber-terrorism; viruses, worms or other malicious software programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other vulnerabilities in software and hardware.
These information networks and systems are vulnerable to numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of systems and information such as system, network or internet failures; computer hacking or operational disruption (e.g., due to ransomware); cyber-terrorism; viruses, worms or other malicious software programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.
In addition, public disclosure, or loss of customer or proprietary information, such as disclosed by Marriott in November 2018, may result in damage to the manager’s reputation and a loss of confidence among hotel guests and result in reputational harm for the hotels owned by us and managed by them, which may have a material adverse effect on our future business, financial condition and results of operations.
In addition, public disclosure, or loss of customer or proprietary information, such as the data breaches disclosed by Marriott in November 2018, may result in damage to the manager’s reputation and a loss of confidence among hotel guests and result in reputational harm for the hotels owned by us and managed by them, which may have a material adverse effect on our future business, financial condition and results of operations.
Our failure to realize the intended benefits from one or more acquisitions could have a significant adverse effect on our business, liquidity, financial position and/or results of operations. These adverse effects may occur because the performance of the hotel does not support the additional indebtedness and related interest expense that we incurred as a result of the acquisition.
Our failure to realize the intended benefits from one or more acquisitions could have a significant adverse effect on our business, liquidity, financial condition and/or results of operations. These adverse effects may occur because the performance of the hotel does not support the additional indebtedness and related interest expense that we incurred as a result of the acquisition.
Our hotel managers may store and process such customer information as well as proprietary information both on systems 24 Table of Contents located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment.
Our 25 Table of Contents hotel managers may store and process such customer information as well as proprietary information both on systems located at the hotels that we own and other hotels that they operate and manage, their corporate locations and at third-party owned facilities, including, for example, in a third-party hosted cloud environment.
Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the amount of insurance proceeds we can receive.
Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the insurance proceeds we can receive.
Although the short-term nature of hotel bookings generally allows our managers to compensate for inflationary effects by increasing room rates at our hotels, sustained inflation could have a negative impact on the demand for lodging.
Although the short-term nature of hotel bookings generally allows our managers to compensate to a certain extent for inflationary effects by increasing room rates at our hotels, sustained inflation could have a negative impact on the demand for lodging.
Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following: • Restrictions on transfer and ownership of Host Inc.’s stock .
Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a 27 Table of Contents transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following: • Restrictions on transfer and ownership of Host Inc.’s stock .
Any of our efforts to reduce operating costs also could adversely affect the future growth of our business and the value of our hotels. Our acquisition of hotels may have a significant effect on our business, liquidity, financial position and/or results of operations.
Any of our efforts to reduce operating costs also could adversely affect the future growth of our business and the value of our hotels. Our acquisition of hotels may have a significant effect on our business, liquidity, financial condition and/or results of operations.
Together, these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in 26 Table of Contents excess of the ownership limit.
Together, these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquirer of the stock in violation of the ownership limit will not be entitled to vote those shares of stock or to receive the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit.
A delay in receiving these approvals could affect adversely the returns we expect to receive. 21 Table of Contents • Any new construction involves the possibility of construction delays and cost overruns that may increase project costs, including increased costs due to shortages of supplies as a result of supply chain disruptions. • Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a hotel to be closed during the period required to remedy the defect. • We may not be able to meet the loan covenants in any indebtedness obtained to fund the new development, creating default risks. • Risks related to change in economic and market conditions between development commencement and property stabilization.
A delay in receiving these approvals could affect adversely the returns we expect to receive. • Any new construction involves the possibility of construction delays and cost overruns that may increase project costs, including increased costs due to shortages of supplies as a result of supply chain disruptions. • Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a hotel to be closed during the period required to remedy the defect. • We may not be able to meet the loan covenants in any indebtedness obtained to fund the new development, creating default risks. • Risks related to changes in economic and market conditions between development commencement and property stabilization.
We also could become the subject of future claims by the operators of our hotels, individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities and these claims could have a significant adverse effect on our financial condition and results of operations. 30 Table of Contents Environmental liabilities are possible and can be costly.
We also could become the subject of future claims by the operators of our hotels, individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities and these claims could have a significant adverse effect on our financial condition and results of operations. Environmental liabilities are possible and can be costly.
Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our indebtedness. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7.
Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of 21 Table of Contents all or a substantial portion of our indebtedness. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7.
Each of the hotel management companies that enters into a management contract with our TRS must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to Host Inc. and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross income tests requirements.
Each of the hotel management companies that enters into a management contract with our TRS must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to Host Inc. and its subsidiary REIT by our TRS to be qualifying gross income for the REIT gross 29 Table of Contents income tests requirements.
This competition could limit the number of investment opportunities that we find suitable for our business. It also may increase the bargaining power of hotel 19 Table of Contents owners seeking to sell to us, making it more difficult for us to acquire new hotels on attractive terms or on the terms contemplated in our business plan.
This competition could limit the number of investment opportunities that we find suitable for our business. It also may increase the bargaining power of hotel owners seeking to sell to us, making it more difficult for us to acquire new hotels on attractive terms or on the terms contemplated in our business plan.
Any adverse developments in Marriott’s business and affairs or financial condition could impair its ability to manage our hotels and could have a material adverse effect on us. 22 Table of Contents We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.
Any adverse developments in Marriott’s business and affairs or financial condition could impair its ability to manage our hotels and could have a material adverse effect on us. We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.
All our major hotel management companies and a majority of our third-party operators maintain insurance against cyber threats. However, these policies provide varying limits and may be subject to sub-limits for certain types of claims, and it is not expected that these policies will provide a total recovery of all potential losses.
All our major hotel management companies and a majority of our third-party operators maintain insurance against cyber threats. However, these policies provide varying limits and are subject to sub-limits for certain types of claims, and it is not expected that these policies will provide a total recovery of all potential losses.
Failure to comply with current and future laws, industry standards and other legal obligations or any security 25 Table of Contents incident resulting in operational disruptions and/or the unauthorized access to, or acquisition, release or transfer of personal information may result in governmental enforcement actions, litigation, fines and penalties and adverse publicity and could cause a material adverse effect on both the managers of our hotels and our business and results of operations.
Failure to comply with current and future laws, industry standards and other legal obligations or any security incident resulting in operational disruptions and/or the unauthorized access to, or acquisition, release or transfer of personal information may result in governmental enforcement actions, litigation, fines and penalties and adverse publicity and could cause a material adverse effect on both the managers of our hotels and our business, results of operations and reputation.
Any of the above factors could affect adversely our ability to complete the developments on schedule and consistent with the scope that currently is contemplated, or to achieve the intended value of these projects. We do not control our hotel operations, and we are dependent on the managers of our hotels.
Any of the above factors could affect adversely our ability to complete the developments on schedule and consistent with the scope that currently is contemplated, or to achieve the intended value of these projects. 22 Table of Contents We do not control our hotel operations, and we are dependent on the managers of our hotels.
Investments in joint ventures may involve 23 Table of Contents risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Co-venturers may control or share control over the operations of a joint venture.
Investments in joint ventures may involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Co-venturers may control or share control over the operations of a joint venture.
We believe, based on currently available information, that the results of current proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the quantum of our operating results for such period.
We believe, based on currently available information, that the results of current proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the 31 Table of Contents quantum of our operating results for such period.
Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant as the White House, SEC, and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.
Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confidential information, 26 Table of Contents could have a material adverse effect on our business or financial reporting, subject us to liability claims or regulatory penalties, which amounts could be significant, as the SEC and other regulators have increased their focus on companies' cybersecurity vulnerabilities and risks, and increase the costs of compliance and remediation.
As the requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will 27 Table of Contents continue to qualify as a REIT.
As the requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT.
Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring Host Inc., including: ◦ “business combination” provisions that, subject to limitations, prohibit certain business combinations between a corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the corporation’s then outstanding shares of voting stock) or an affiliate of any interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and ◦ “control share” provisions providing that holders of “control shares” of a corporation (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” have no voting rights except to the extent approved by the stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
Host Inc.’s Board of Directors may give the holders of any class or series of stock terms, preferences, powers and rights, including voting rights, senior to the rights of holders of existing stock. • Certain provisions of the MGCL may have the effect of inhibiting a third party from acquiring Host Inc., including: ◦ “business combination” provisions that, subject to limitations, prohibit certain business combinations between a corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the corporation’s then outstanding shares of voting stock) or an affiliate of any interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and ◦ “control share” provisions providing that holders of “control shares” of a corporation (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” have no voting rights except to the extent approved by the stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
A reduction or slowdown in the growth of lodging demand or increased growth in lodging supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.
A reduction or slowdown in the growth of lodging demand or increased growth in lodging 19 Table of Contents supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.
Rising interest rates also could limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced.
Elevated interest rates also could limit our ability to refinance existing indebtedness when it matures and increase interest costs on any indebtedness that is refinanced.
Actions by a co-venturer also could subject the hotels to additional risks because our co-venturer might have economic or business interests or goals that are inconsistent with our interests or goals. Disputes between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.
Actions by a co-venturer also could subject the hotels to additional risks because our co-venturer might have economic or business interests or goals that are inconsistent with our interests or goals. Disputes 24 Table of Contents between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.
Our ability, if any, to have any meaningful impact on the outcome of these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.
Our ability, if any, to have any meaningful impact on the outcome of 23 Table of Contents these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.
Internet travel intermediaries may also target group and convention business, which could divert such business and materially adversely affect our revenues and profitability. There are inherent risks with investments in real estate, including their relative illiquidity. Investments in real estate are inherently illiquid and generally cannot be sold quickly.
Internet travel intermediaries may also target group and convention business, which could divert such business and materially adversely affect our revenues and profitability. 20 Table of Contents There are inherent risks with investments in real estate, including their relative illiquidity. Investments in real estate are inherently illiquid and generally cannot be sold quickly.
In addition, limited partners of Host L.P. who redeem their OP units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2023, there are approximately 9.5 million Host L.P.
In addition, limited partners of Host L.P. who redeem their OP units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2024, there are approximately 9.2 million Host L.P.
We currently maintain two stock-based compensation plans: (i) the comprehensive stock and cash incentive plan, and (ii) an employee stock purchase plan. At December 31, 2023, there were approximately three million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan.
We currently maintain two stock-based compensation plans: (i) the comprehensive stock and cash incentive plan, and (ii) an employee stock purchase plan. At December 31, 2024, there were approximately 22 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan.
Because lodging industry demand typically follows the general economy, the lodging industry is highly cyclical, which contributes to potentially large fluctuations in our financial 17 Table of Contents condition and our results of operations.
Because lodging industry demand typically follows the general economy, the lodging industry is highly cyclical, which contributes to potentially large fluctuations in our financial condition and our results of operations.
In addition, real estate ownership is subject to various risks, including: • government regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws; • loss in value of real estate due to changes in market conditions or the area in which it is located or losses in value due to changes in tax laws or increased property tax assessments; • potential civil liability for accidents or other occurrences on owned or leased properties; • the ongoing need for owner-funded capital improvements and expenditures in order to maintain or upgrade hotels; • periodic total or partial closures due to renovations and facility improvements; and • force majeure events, such as earthquakes, hurricanes, floods or other possibly uninsured losses.
In addition, real estate ownership is subject to various risks, including: • government regulations relating to real estate ownership or operations, including tax, environmental, zoning and eminent domain laws; • loss in value of real estate due to changes in market conditions or the area in which it is located or losses in value due to changes in tax laws or increased property tax assessments; • potential civil liability for accidents or other occurrences on owned or leased properties; • the ongoing need for owner-funded capital improvements and expenditures in order to maintain or upgrade hotels; • periodic total or partial closures due to renovations and facility improvements; and • force majeure events, such as earthquakes, hurricanes, floods or wildfires, which may result in an uninsured loss or a loss in excess of insured limits.
Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us. Approximately 62% of our hotels (as measured by 2023 revenues) are managed or franchised by Marriott International.
Adverse developments in Marriott’s business and affairs or financial condition could have a material adverse effect on us. Approximately 64% of our hotels (as measured by 2024 revenues) are managed or franchised by Marriott International.
This is particularly so because cyberattack methodologies change frequently or are often not recognized until launched.
This is particularly so because cyberattack methodologies change frequently and are often not recognized until launched.
As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. As of December 31, 2023, approximately 24% of our debt is subject to floating interest rates.
As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. As of December 31, 2024, approximately 20% of our debt is subject to floating interest rates.
In addition, the adoption of increased government regulations and changes in investor preference related to ESG and similar matters may result in changes to our business practices, including increasing expenses or capital expenditures.
In addition, the adoption of increased government regulations, changes in Federal, state and local legislation and regulations and changes in investor preference related to ESG and similar matters may result in changes to our business practices, including increasing expenses or capital expenditures.
Cyber threats and the risk of data breaches or disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, could materially adversely affect our business and results.
We face the risk of material data breaches and disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, which could materially adversely affect our business and results.
In this regard, hotels in certain of our markets, including California, Florida, Hawaii, Houston, New Orleans and Seattle, have in the past been and continue to be particularly susceptible to damage from natural disasters and the applicable sub-limits are significantly lower than the total value of the hotels we own in states where natural disasters are possible.
In this regard, hotels in certain of our markets, including California, Florida, Hawaii, Houston, New Orleans and Seattle, are particularly susceptible to damage from natural disasters and the applicable sub-limits are significantly lower than the total value of the hotels we own in these markets and other states where natural disasters are possible.
Any compromise of our managers’ or their critical third-party networks could result in a disruption to our managers’ operations, such as the disruption in fulfilling guest reservations, delayed bookings or sales, lost guest reservations, or compromises to information.
Any compromise of our managers’ or their critical third-party networks could result in a material disruption to our managers’ operations due to disruption in fulfilling guest reservations, delayed bookings or sales, lost guest reservations, or compromises to information.
Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018. The UK Information Commissioner's Office has fined Marriott £18.4 million, and Marriott remains subject to other lawsuits and investigations arising around the world.
Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018. The UK Information Commissioner's Office has fined Marriott £18.4 million.
Hotels in the following cities and states represented approximately 69% of our 2023 revenues: New York, Washington, D.C., San Diego, San Francisco, Florida, Hawaii, Los Angeles and Phoenix.
Hotels in the following cities and states represented approximately 66% of our 2024 revenues: New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii.
We may incur losses in excess of insured limits, and we may be even less likely to receive complete coverage for risks that affect multiple properties, such as earthquakes, hurricanes, or certain types of terrorism.
We may incur losses in excess of insured limits, and we may be even less likely to receive complete coverage for risks that affect multiple properties, such as earthquakes, hurricanes, or certain types of terrorism because the claims will be added together against the policy limit or sub-limit.
For example, lodging demand in Maui, one of our largest markets by revenues, was significantly impacted by wildfires in 2023, and the effect on lodging demand is expected to continue in 2024.
For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and the effect on lodging demand is expected to continue in 2025.
In addition, the U.S. economy experienced high rates of inflation from 2021 to 2023, which has increased our operating expenses due to higher wages and costs, and rates of inflation may remain elevated in the future. Moreover, our interest expense has increased due to higher interest rates on our variable rate debt.
In addition, the U.S. economy experienced high rates of inflation from 2021 to 2023, which increased our operating expenses due to higher wages and costs. The rate of inflation may remain elevated in the future, resulting in further increases to our operating expenses.
We have significant indebtedness and may incur additional indebtedness. As of December 31, 2023, we and our subsidiaries had total indebtedness of approximately $4.2 billion.
We have significant indebtedness and may incur additional indebtedness. As of December 31, 2024, we and our subsidiaries had total indebtedness of approximately $5.1 billion.
New legislation, treasury regulations, administrative interpretations or court decisions could change significantly the tax laws with respect to an entity’s qualification as a REIT or the federal income tax consequences of its REIT qualification.
New legislation, treasury regulations, administrative interpretations or court decisions could change significantly the tax laws with respect to an entity’s qualification as a REIT or the federal income tax consequences of its REIT qualification. Risks Relating to Redemption of OP Units A holder who offers its OP units for redemption may have adverse tax consequences.
We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by Hurricane Ian in September 2022, as well as to our Maui hotels caused by the August 2023 wildfires, as further discussed in "Item 8. Financial Statements and Supplementary Data – Note 17.
We are still evaluating the business interruption impact, including related insurance coverage, to our Florida hotels caused by Hurricanes Helene and Milton in September and October 2024, respectively, as further discussed in "Item 8. Financial Statements and Supplementary Data – Note 17.
We cannot make any assurances that any of these sources of funds will be available to us or, if available, will be on terms that we would find acceptable or in amounts sufficient to meet our obligations or fulfill our business plan. 20 Table of Contents The terms of our indebtedness place restrictions on us and on our subsidiaries, and these restrictions reduce our operational flexibility and create default risks.
We cannot make any assurances that any of these sources of funds will be available to us or, if available, will be on terms that we would find acceptable or in amounts sufficient to meet our obligations or fulfill our business plan.
These provisions may make it more difficult to amend Host Inc.’s charter to alter the provisions described herein that could delay, defer or prevent a transaction or a change in control or the acquisition of Host Inc. common stock, without the approval of the Board of Directors.
These provisions may make it more difficult to amend Host Inc.’s charter to alter the provisions described herein that could delay, defer or prevent a transaction or a change in control or the acquisition of Host Inc. common stock, without the approval of the Board of Directors. 28 Table of Contents Federal Income Tax Risks Adverse tax consequences would occur if Host Inc. or its subsidiary REIT fails to qualify as a REIT.
We are, and may in the future become, party to agreements and instruments that place restrictions on us and on our subsidiaries.
The terms of our indebtedness place restrictions on us and on our subsidiaries, and these restrictions reduce our operational flexibility and create default risks. We are, and may in the future become, party to agreements and instruments that place restrictions on us and on our subsidiaries.
It is possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units. 29 Table of Contents General Risk Factors Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock.
It is 30 Table of Contents possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units.
Additionally, in September 2017, our operations in Florida and Houston were impacted negatively by Hurricanes Irma and Harvey and in 2022, a majority of our hotels in Florida were affected by Hurricane Ian.
Additionally, a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number were affected by Hurricanes Helene and Milton in September and October 2024, respectively.
Although we monitor ownership of our shares by our hotel managers and their owners, and certain provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded. 28 Table of Contents The size of our TRS is limited and our transactions with our TRS will cause us to be subject to a 100% excise tax on certain income or deductions if such transactions are not conducted on arm’s-length terms.
The size of our TRS is limited, and our transactions with our TRS will cause us to be subject to a 100% excise tax on certain income or deductions if such transactions are not conducted on arm’s-length terms.
Moreover, an inflationary environment can increase the costs of hotel renovations and the purchasing power of our cash resources can decline, which can have an adverse impact on our business or financial results. 18 Table of Contents We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel revenues or earnings at our hotels.
Moreover, an inflationary environment can increase the costs of hotel renovations and the purchasing power of our cash resources can decline, which can have an adverse impact on our business or financial results.
Investors may focus on, and consider a company's ESG-related business practices, scores and reporting when choosing to allocate their capital in making investment decisions, including if they invest in our securities. Further, the criteria used in these ratings systems change frequently, and we cannot guarantee that we will be able to score well as criteria change.
Investors may focus on, and consider a company's ESG-related business practices, scores and reporting when choosing to allocate their capital in making investment decisions, including if they invest in our securities. Investors, customers, business partners and other stakeholders, as well as regulators and other groups, are increasingly focusing on ESG and sustainability commitments and performance.
For example, lodging demand in Maui, one of our largest markets by revenues, was significantly impacted by wildfires in 2023, and a majority of our hotels in Florida were affected by Hurricane Ian, which made landfall on September 28, 2022, with the most significant damage occurring at The Ritz-Carlton, Naples and the Hyatt Regency Coconut Point Resort and Spa.
For example, lodging demand in Maui, one of our largest markets by revenues, has been significantly impacted by the wildfires that occurred in August 2023, and a majority of our hotels in Florida were affected by Hurricane Ian in 2022 and a significant number of our hotels were affected by Hurricanes Helene and Milton in September and October 2024, respectively.
Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected.
We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel revenues or earnings at our hotels. Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected.
In 2024, collective bargaining agreements will expire at hotels in Seattle, San Francisco and Washington, D.C. Those negotiations potentially could result in disruptions in operations and additional costs. We also may incur increased legal costs and indirect labor costs because of disputes involving our third-party managers and their labor force.
We also may incur increased legal costs and indirect labor costs because of disputes involving our third-party managers and their labor force.
The growth of internet reservation channels also is a source of competition that could adversely affect our business. A significant percentage of hotel rooms for individual or “transient” customers are booked through internet travel intermediaries. Search engines and peer-to-peer inventory sources also provide online travel services that compete with our hotels.
Search engines (including generative AI search) and peer-to-peer inventory sources also provide online travel services that compete with our hotels. If bookings shift to higher cost distribution channels, including these internet travel intermediaries, it could materially impact our profitability.
Removed
If bookings shift to higher cost distribution channels, including these internet travel intermediaries, it could materially impact our revenues and profitability. Additionally, as intermediary bookings increase, they may be able to obtain higher commissions, reduced room rates or other significant contract concessions from the brands and hotel management companies managing and operating our hotels.
Added
Moreover, our interest expense has increased due to higher interest rates on the senior notes we issued in 2024 as well as on our variable rate debt.
Removed
Further, any adoption of artificial intelligence by us or by third parties may pose new security challenges.
Added
Internet reservation channels remain a source of competition that could adversely affect our business.
Removed
While the Hyatt Regency Coconut Point Resort and Spa re-opened to hotel guests in November 2022, as part of a phased reopening, the Ritz Carlton, Naples remained closed until July 2023. That hotel sustained significant damage due to storm surge, which breached the beach dune and flooded the lowest level of the hotel.
Added
While a percentage of hotel rooms for individual or “transient” customers are booked through internet travel intermediaries, the brands we work with have enacted strategies to drive consumers directly to their website or reservation platform, although there can be no assurances that those strategies will be successful.
Removed
Host Inc.’s Board of Directors may give the holders of any class or series of stock terms, preferences, powers and rights, including voting rights, senior to the rights of holders of existing stock. • Certain provisions of Maryland law may limit the ability of a third party to acquire control of Host Inc.
Added
In 2025, our operators will negotiate collective bargaining agreements at hotels in Honolulu, Maui, and Washington, D.C. In addition, collective bargaining agreements for the hotel engineering employees in San Francisco, Seattle and Orange County will also be negotiated in 2025. Those negotiations potentially could result in disruptions in operations and additional costs.
Removed
Federal Income Tax Risks Adverse tax consequences would occur if Host Inc. or its subsidiary REIT fails to qualify as a REIT.
Added
We may be deemed to be a joint employer with our third-party hotel managers under certain new laws, rules and regulations. As noted above, we do not directly employ or manage employees at our consolidated hotels, and our third-party managers are responsible for hiring and managing the labor force at our hotels.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program is led by our senior vice president of information technology who has over 20 years of experience in information technology development and capabilities.
Biggest changeOur cybersecurity risk management program is led by our senior vice president of information technology who has over 25 years of information technology experience that includes application development, information technology infrastructure, security, business continuity, and engineering. He holds a master's degree in computer science and a bachelor of engineering in electrical engineering.
The Audit Committee reports to the full Board regarding its activities, including information security and cybersecurity risks, which are presented to the full Board at least annually as part of the Board's oversight of enterprise risk management. Item 2. Properties See Part 1 Item 1. “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.
The Audit Committee reports to the full Board regarding its activities, including information security and cybersecurity risks, which are presented to the full Board at least annually as part of the Board's oversight of enterprise risk management. Item 2. Properties See Part I, Item 1. “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.
Our cybersecurity risk management program includes the following 31 Table of Contents key components, which allows the management team to stay informed about and monitor the prevention, detection, mitigation and remediation of key cybersecurity risks and incidents: • implementing technologies to proactively monitor vulnerabilities and reduce risk, maintaining security policies and standards, and regularly updating our response planning and protocols; • maintaining business continuity, contingency and recovery plans, including a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; • retaining a third-party cybersecurity provider for emergency incident response services; • annual assessments of our cybersecurity risk management program by a third-party security firm, as well as semi-annual vulnerability assessments and penetration testing by external service providers; • cybersecurity awareness training for employees as well as senior management, including quarterly refresher training; and • annual cybersecurity assessments of certain third-party service providers with access to our employee data.
Our cybersecurity risk management program includes the following key components, which allows the management team to stay informed about and monitor the prevention, detection, mitigation and remediation of key cybersecurity risks and incidents: • implementing technologies to proactively monitor vulnerabilities and reduce risk, maintaining security policies and standards, and regularly updating our response planning and protocols; • maintaining business continuity, contingency and recovery plans, including a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; • retaining a third-party cybersecurity provider for emergency incident response services; • annual assessments of our cybersecurity risk management program by a third-party security firm, as well as semi-annual vulnerability assessments and penetration testing by external service providers; • cybersecurity awareness training for employees as well as senior management, including quarterly refresher training; and • annual cybersecurity assessments of certain third-party service providers with access to our employee data.
While we have not been materially affected by known cybersecurity threats affecting the Company, we and our hotel managers continue to face risks from cybersecurity threats that, if realized, could materially adversely affect us in the future. For more information on the risks related to cybersecurity threats, including threats faced by our hotel managers, see Part 1 Item 1A.
While we have not been materially affected by known cybersecurity threats affecting the Company, we and our hotel managers continue to face risks from cybersecurity threats that, if realized, could materially adversely affect us in the future. For more information on the risks related to cybersecurity threats, including threats faced by our hotel managers, see Part I, Item 1A.
The Audit Committee oversees management's implementation of our cybersecurity risk management program. The Audit Committee receives semi-annual updates on topics related to information security and cyber risks and readiness from our management team, including our senior vice president of information technology. Management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents.
The Audit Committee oversees management's implementation of our cybersecurity risk management program. The Audit Committee receives semi-annual updates on topics related to information security and cyber risks and readiness from our management team, including our senior vice president of information technology. Management updates the Audit Committee, as necessary, regarding any 33 Table of Contents significant cybersecurity incidents.
Item 1C. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. We design and assess our program using components of the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").
Item 1C. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information. We design and assess our program using 32 Table of Contents components of the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF").
"Risk Factors — Cyber threats and the risk of data breaches or disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, could materially adversely affect our business and results .” Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
"Risk Factors — We face the risk of material data breaches and disruptions of our managers’ or our own information technology systems, or the information technology systems of third parties on which we or our managers rely, which could materially adversely affect our business and results .” Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
As of February 23, 2024, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
As of February 21, 2025, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Added
Our vice president of cybersecurity reports to the senior vice president of information technology and has over 25 years of operations and security experience backed by an undergraduate degree in computer management and various technology and security certifications. Our vice president of cybersecurity is responsible for the day-to-day assessment and management of cybersecurity risk.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties 32 Item 3. Legal Proceedings 32 Item 4. Mine Safety Disclosures 33 Part II Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. 35 Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P. 36
Biggest changeItem 2. Properties 34 Item 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 Part II Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. 36 Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P. 37

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe believe, based on currently available information, 32 Table of Contents that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the operating results for such period.
Biggest changeWe believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any period, depending, in part, upon the operating results for such period.
We are defending these claims vigorously; however, no assurances can be given as to the outcome of any pending legal proceedings.
We or our operators are defending these claims vigorously; however, no assurances can be given as to the outcome of any pending legal proceedings.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSourav Ghosh Executive Vice President and Chief Financial Officer 47 Sourav Ghosh joined our company in 2009 as vice president of business intelligence & portfolio strategy. In 2017, he became the head of strategy & analytics and in 2020 he became chief financial officer and treasurer. Julie P. Aslaksen Executive Vice President, General Counsel and Secretary 49 Julie P.
Biggest changeSourav Ghosh Executive Vice President and Chief Financial Officer 48 Sourav Ghosh joined our company in 2009 as vice president of business intelligence & portfolio strategy. In 2017, he became the head of strategy & analytics and in 2020 he became chief financial officer. Julie P. Aslaksen Executive Vice President, General Counsel and Secretary 50 Julie P.
Ottinger Senior Vice President, Corporate Controller 47 Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president, corporate controller.
Ottinger Senior Vice President, Corporate Controller 48 Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president, corporate controller.
Aslaksen spent 14 years with General Dynamics Corporation, where she most recently served as staff vice president, deputy general counsel and assistant secretary. Michael E. Lentz Executive Vice President Development, Design & Construction 60 Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction.
Aslaksen spent 14 years with General Dynamics Corporation, where she most recently served as staff vice president, deputy general counsel and assistant secretary. Michael E. Lentz Executive Vice President Development, Design & Construction 61 Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction.
Name and Title Age Business Experience Prior to Becoming an Executive Officer of Host Inc. Richard E. Marriott Chairman of the Board 85 Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the board of directors.
Name and Title Age Business Experience Prior to Becoming an Executive Officer of Host Inc. Richard E. Marriott Chairman of the Board 86 Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the board of directors.
Prior to joining our company, she was the chief human resources and communications officer for SWM International from 2018 to 2022; senior director, human resources at CP Kelco from 2015 to 2018; and human resources, director at Mondelez International from 2014 to 2015. Nathan S. Tyrrell Executive Vice President, Chief Investment Officer 51 Nathan S.
Prior to joining our company, she was the chief human resources and communications officer for SWM International from 2018 to 2022; senior director, human resources at CP Kelco from 2015 to 2018; and human resources, director at Mondelez International from 2014 to 2015. Nathan S. Tyrrell Executive Vice President, Chief Investment Officer 52 Nathan S.
Tyrrell joined our finance department in 2005. He became treasurer in February 2010. In 2015, he was named managing director of investment activities for the east coast, and in 2017 he was named executive vice president, chief investment officer. 34 Table of Contents PART II
Tyrrell joined our finance department in 2005. He became treasurer in February 2010. In 2015, he was named managing director of investment activities for the east coast, and in 2017 he was named executive vice president, chief investment officer. 35 Table of Contents PART II
In 1984, he was elected executive vice president, and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. James F. Risoleo President, Chief Executive Officer and Director 68 James F. Risoleo joined our company in 1996 as senior vice president for acquisitions.
In 1984, he was elected executive vice president, and in 1986, he was elected vice chairman of the board of directors. In 1993, Mr. Marriott was elected chairman of the board. James F. Risoleo President, Chief Executive Officer and Director 69 James F. Risoleo joined our company in 1996 as senior vice president for acquisitions.
Mari Sifo Executive Vice President, Chief Human Resources Officer 42 Mari Sifo joined our company as executive vice president, chief human resources officer in November 2022.
Mari Sifo Executive Vice President, Chief Human Resources Officer 43 Mari Sifo joined our company as executive vice president, chief human resources officer in November 2022.
Item 4. Mine Safety Disclosures None. 33 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 23, 2024. As a partnership, Host L.P. does not have executive officers.
Item 4. Mine Safety Disclosures None. 34 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 21, 2025. As a partnership, Host L.P. does not have executive officers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCommon OP Units Purchased Average Price Paid per Common OP Unit Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of OP Units that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2023 – October 31, 2023 14,775 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — November 1, 2023 – November 30, 2023 1,864,814 ** 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — December 1, 2023 – December 31, 2023 22,717 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — Total 1,902,306 — — ___________ * Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock. ** Reflects (i) 1,863,106 common OP units repurchased to fund the repurchase by Host Inc. of 1,903,152 shares of common stock as part of its publicly announced share repurchase program, and (ii) 1,708 common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock.
Biggest changeCommon OP Units Purchased Average Price Paid per Common OP Unit Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of OP Units that May Yet Be Purchased Under the Plans or Programs (in millions) October 1, 2024 - October 31, 2024 8,991 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — November 1, 2024 - November 30, 2024 50,960 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — December 1, 2024 - December 31, 2024 10,460 * 1.021494 shares of Host Hotels & Resorts, Inc. common stock — — Total 70,411 — — ___________ * Reflects common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock.
The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market 35 Table of Contents or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended.
The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market 36 Table of Contents or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended.
(or any of their respective subsidiaries) under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Fourth Quarter 2023 Host Inc. Purchases of Equity Securities On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program.
(or any of their respective subsidiaries) under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Fourth Quarter 2024 Host Inc. Purchases of Equity Securities On August 3, 2022, the Board of Directors authorized a $1 billion share repurchase program.
Item 5. Market for Registrant’s Common OP Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P. There is no established public trading market for our common OP units and transfers of common OP units are restricted by the terms of Host L.P.’s partnership agreement.
Market for Registrant’s Common OP Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P. There is no established public trading market for our common OP units and transfers of common OP units are restricted by the terms of Host L.P.’s partnership agreement.
However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial owners of our common stock than record holders. As of February 23, 2024, there were 1,051 limited partners of Host L.P. (in addition to Host Inc.).
However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial owners of our common stock than record holders. As of February 21, 2025, there were 996 limited partners of Host L.P. (in addition to Host Inc.).
Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. Host Inc.’s common stock is listed on the Nasdaq Stock Market and trades under the symbol “HST.” As of February 23, 2024, there were 15,190 holders of record of Host Inc.’s common stock.
Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. Host Inc.’s common stock is listed on the Nasdaq Stock Market and trades under the symbol “HST.” As of February 21, 2025, there were 14,537 holders of record of Host Inc.’s common stock.
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) October 1, 2023 – October 31, 2023 — $ — — $ 823 November 1, 2023 – November 30, 2023 1,903,152 16.50 1,903,152 792 December 1, 2023 – December 31, 2023 — — — 792 Total 1,903,152 $ 16.50 1,903,152 $ 792 ___________ * Prices shown are exclusive of commissions paid.
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) October 1, 2024 - October 31, 2024 — $ — — $ 685 November 1, 2024 - November 30, 2024 — — — 685 December 1, 2024 - December 31, 2024 — — — 685 Total — $ — — $ 685 Item 5.
The number of holders of record of Host L.P.’s common OP units on February 23, 2024 was 1,051. The number of outstanding common OP units as of February 23, 2024 was 698,324,144, of which 688,824,612 were owned by Host Inc. Fourth Quarter 2023 Host L.P. Purchases of Equity Securities Period Total Number of Host L.P.
The number of holders of record of Host L.P.’s common OP units on February 21, 2025 was 996. The number of outstanding common OP units as of February 21, 2025 was 693,582,918, of which 684,404,669 were owned by Host Inc. Fourth Quarter 2024 Host L.P. Purchases of Equity Securities Period Total Number of Host L.P.
Comparison of Five-Year Cumulative Stockholder Returns 2018 – 2023 2018 2019 2020 2021 2022 2023 Host Hotels & Resorts, Inc. $ 100.00 $ 116.57 $ 93.55 $ 111.20 $ 106.06 $ 135.27 NAREIT Lodging Index $ 100.00 $ 115.65 $ 88.36 $ 104.46 $ 88.47 $ 109.63 S&P 500 Index $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P.
Comparison of Five-Year Cumulative Stockholder Returns 2019 – 2024 2019 2020 2021 2022 2023 2024 Host Hotels & Resorts, Inc. $ 100.00 $ 80.25 $ 95.39 $ 90.99 $ 116.04 $ 109.66 NAREIT Lodging Index $ 100.00 $ 76.40 $ 90.32 $ 76.50 $ 94.80 $ 92.90 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

162 edited+56 added−51 removed130 unchanged
Biggest change(CBD) 5 3,240 276.74 70.1 % 193.92 280.31 259.57 61.7 % 160.13 230.71 21.1 % 21.5 % Philadelphia 2 810 231.94 79.7 % 184.83 288.44 218.52 80.6 % 176.19 270.04 4.9 % 6.8 % Austin 2 767 269.26 65.7 % 176.88 311.25 271.65 69.5 % 188.91 324.19 (6.4 %) (4.0 %) Northern Virginia 2 916 243.70 70.4 % 171.48 268.97 219.41 65.6 % 143.96 227.21 19.1 % 18.4 % Chicago 3 1,562 243.59 68.9 % 167.80 238.73 240.66 65.1 % 156.57 217.31 7.2 % 9.9 % San Francisco/San Jose 6 4,162 251.98 66.4 % 167.25 244.44 230.88 63.0 % 145.42 211.87 15.0 % 15.4 % Seattle 2 1,315 239.33 66.8 % 159.81 218.64 229.92 62.4 % 143.52 188.58 11.4 % 15.9 % Atlanta 2 810 190.67 74.0 % 141.12 227.52 181.81 72.2 % 131.35 205.87 7.4 % 10.5 % Houston 5 1,942 201.17 69.4 % 139.51 195.30 182.97 63.8 % 116.73 163.85 19.5 % 19.2 % New Orleans 1 1,333 196.29 68.6 % 134.72 203.93 200.59 66.2 % 132.74 198.18 1.5 % 2.9 % San Antonio 2 1,512 215.77 61.4 % 132.55 212.13 199.52 66.3 % 132.30 206.09 0.2 % 2.9 % Denver 3 1,340 192.48 63.3 % 121.90 181.72 182.33 61.9 % 112.85 163.64 8.0 % 11.1 % Other 10 3,061 313.84 64.2 % 201.47 308.08 320.85 60.7 % 194.89 294.37 3.4 % 4.7 % Domestic 70 39,532 304.48 70.7 % 215.33 351.26 299.40 66.8 % 199.90 325.31 7.7 % 8.0 % International 5 1,499 186.14 62.4 % 116.16 168.42 162.33 55.1 % 89.51 130.24 29.8 % 29.3 % All Locations 75 41,031 $ 300.66 70.4 % $ 211.71 $ 344.63 $ 295.24 66.3 % $ 195.87 $ 318.25 8.1 % 8.3 % 48 Table of Contents Results by Location - actual, based on ownership period (1) As of December 31, 2023 2022 Year ended December 31, 2023 Year ended December 31, 2022 Location No. of Properties No. of Properties Average Room Rate Average Occupancy Percentage RevPAR Total RevPAR Average Room Rate Average Occupancy Percentage RevPAR Total RevPAR Percent Change in RevPAR Percent Change in Total RevPAR Maui/Oahu 4 4 $ 576.75 71.9 % $ 414.84 $ 612.98 $ 560.86 74.7 % $ 418.70 $ 646.24 (0.9 %) (5.1) % Miami 2 2 533.31 66.9 % 356.86 624.20 585.71 62.7 % 367.36 607.26 (2.9 %) 2.8 % Jacksonville 1 1 503.57 69.9 % 351.80 784.10 527.16 65.3 % 344.37 749.99 2.2 % 4.5 % New York 2 2 349.99 82.7 % 289.53 412.23 317.20 67.9 % 215.38 305.31 34.4 % 35.0 % Phoenix 3 4 397.16 71.7 % 284.75 628.10 368.20 70.1 % 258.18 568.19 10.3 % 10.5 % Florida Gulf Coast 5 5 388.97 60.6 % 235.74 497.91 418.86 62.2 % 260.47 509.76 (9.5 %) (2.3 %) Orlando 2 2 384.63 67.9 % 261.32 521.26 410.76 63.8 % 262.20 508.78 (0.3 %) 2.5 % Los Angeles/Orange County 3 3 300.29 81.7 % 245.49 360.91 288.81 79.4 % 229.44 337.54 7.0 % 6.9 % San Diego 3 3 282.20 78.4 % 221.29 414.34 272.28 74.6 % 203.24 371.28 8.9 % 11.6 % Boston 2 2 264.18 78.2 % 206.66 275.90 240.63 56.9 % 136.95 184.93 50.9 % 49.2 % Washington, D.C.
Biggest change(CBD) 5 3,245 288.63 69.1 % 199.43 289.57 276.74 70.1 % 193.92 280.31 2.8 % 3.3 % Philadelphia 2 810 237.00 80.4 % 190.56 289.97 231.94 79.7 % 184.83 288.44 3.1 % 0.5 % Northern Virginia 2 916 258.13 72.5 % 187.25 296.74 243.70 70.4 % 171.48 268.97 9.2 % 10.3 % Chicago 3 1,562 255.54 70.4 % 180.01 249.73 243.59 68.9 % 167.80 238.73 7.3 % 4.6 % Seattle 2 1,315 248.84 68.3 % 169.99 230.55 239.33 66.8 % 159.81 218.64 6.4 % 5.5 % Austin 2 767 256.02 66.3 % 169.83 300.41 269.26 65.7 % 176.88 311.25 (4.0 %) (3.5 %) San Francisco/San Jose 6 4,162 241.04 65.3 % 157.34 231.55 251.98 66.4 % 167.25 244.44 (5.9 %) (5.3 %) Houston 5 1,942 214.37 69.6 % 149.28 208.63 201.17 69.4 % 139.51 195.30 7.0 % 6.8 % New Orleans 1 1,333 193.96 71.4 % 138.52 218.31 196.29 68.6 % 134.72 203.93 2.8 % 7.1 % San Antonio 2 1,512 216.95 62.0 % 134.48 218.75 215.77 61.4 % 132.55 212.13 1.5 % 3.1 % Denver 3 1,342 199.13 66.8 % 133.12 205.67 192.48 63.3 % 121.90 181.72 9.2 % 13.2 % Atlanta 2 810 202.78 61.8 % 125.29 206.10 190.67 74.0 % 141.12 227.52 (11.2 %) (9.4 %) Other 9 3,007 278.09 65.4 % 181.93 283.43 278.61 63.8 % 177.72 272.86 2.4 % 3.9 % Domestic 73 41,009 310.28 70.7 % 219.29 362.10 307.86 70.7 % 217.73 355.24 0.7 % 1.9 % International 5 1,499 200.88 63.4 % 127.43 184.07 186.14 62.4 % 116.16 168.42 9.7 % 9.3 % All Locations 78 42,508 $ 306.81 70.4 % $ 216.06 $ 355.88 $ 304.06 70.4 % $ 214.15 $ 348.70 0.9 % 2.1 % ___________ (1) Prior to our ownership of The Ritz Carlton O'ahu, Turtle Bay, golf revenues were recorded by the property based on gross sales.
To facilitate a year-to-year 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 our reports on a comparable hotel basis in order to enable our investors to better evaluate our operating performance.
Comparable Hotel Operating Statistics and Results To facilitate a year-to-year 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 our reports on a comparable hotel basis in order to enable our investors to better evaluate our operating performance.
We believe that including these items is not consistent with our ongoing operating performance. • Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties.
We believe that including these items is not consistent with our ongoing operating performance. • Severance Expense – In certain circumstances, we will add back hotel-level severance expenses when we do not believe that such expenses are reflective of the ongoing operation of our properties.
Situations that would result in a severance add back include, but are not limited to: (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce.
Situations that would result in a severance add back include, but are not limited to: (i) costs incurred as part of a broad-based reconfiguration of the operating model with the specific hotel operator for a portfolio of hotels and (ii) costs incurred at a specific hotel due to a broad-based and significant reconfiguration of a hotel and/or its workforce.
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 consolidated statements of operations.
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 consolidated statements of operations.
We also adjust EBITDA re for property insurance gains, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDA re ”).
We also adjust EBITDA re for property insurance gains and property damage losses, certain acquisition costs, litigation gains or losses outside the ordinary course of business and severance costs outside the ordinary course of business (“Adjusted EBITDA re ”).
To mitigate some of these physical risks, we execute capital expenditure projects, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems to further increase the resilience of our hotels. A portion of our capital expenditures for 2023 include these types of projects, which we expect to continue in future years.
To mitigate some of these physical risks, we execute capital expenditure projects, including replacements and restorations of exterior walls, doors and windows, roofs, grounds, relocated/elevated critical equipment and distributed energy systems to further increase the resilience of our hotels. A portion of our capital expenditures for 2024 include these types of projects, which we expect to continue in future years.
Overview Host Inc. operates as a self-managed and self-administered REIT that owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of its common OP units as of December 31, 2023. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners.
Overview Host Inc. operates as a self-managed and self-administered REIT that owns hotels and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of its common OP units as of December 31, 2024. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners.
In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts due under the credit facility automatically will become due and payable and the lenders’ commitments automatically will terminate. Mortgage Debt, Including Unconsolidated Joint Ventures. At December 31, 2023, we own one consolidated property that is encumbered by mortgage debt.
In addition, upon the occurrence of certain insolvency or bankruptcy-related events of default, all amounts due under the credit facility automatically will become due and payable and the lenders’ commitments automatically will terminate. Mortgage Debt, Including Unconsolidated Joint Ventures. At December 31, 2024, we own one consolidated property that is encumbered by mortgage debt.
We adjust EBITDA re for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA re : • Property Insurance Gains – We exclude the effect of property insurance gains reflected in our consolidated statements of operations because we believe that including them in Adjusted EBITDA re is not consistent with reflecting the ongoing performance of our assets.
We adjust EBITDA re for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA re : • Property Insurance Gains and Property Damage Losses – We exclude the effect of property insurance gains reflected in our consolidated statements of operations because we believe that including them in Adjusted EBITDA re is not consistent with reflecting the ongoing performance of our assets.
We believe we have sufficient liquidity to repay them with available cash at maturity, or we can refinance the notes with our access to capital markets. For our long-term senior note and credit facility obligations, we historically have refinanced these amounts prior to their maturity through the issuance of new senior notes or the entry into new credit facility agreements.
We believe we have sufficient liquidity to repay them at maturity, or we can refinance the notes with our access to capital markets. For our long-term senior note and credit facility obligations, we historically have refinanced these amounts prior to their maturity through the issuance of new senior notes or the entry into new credit facility agreements.
So long as Host L.P. maintains the required level of interest coverage and satisfies these and other conditions in the senior notes indenture, it may incur additional debt. As of December 31, 2023, we have met the minimum financial covenant levels under our senior notes indentures.
So long as Host L.P. maintains the required level of interest coverage and satisfies these and other conditions in the senior notes indenture, it may incur additional debt. As of December 31, 2024, we have met the minimum financial covenant levels under our senior notes indentures.
Our equity investments consist of interests ranging from 11% to 67% in eight domestic and international partnerships that own a total of 35 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities.
Our equity investments consist of interests ranging from 11% to 67% in eight domestic and international partnerships that own a total of 40 properties and a vacation ownership development. Due to the voting rights of the outside owners, we do not control and, therefore, do not consolidate these entities.
All of our mortgage debt is recourse solely to specific assets, except in instances of fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2023, our mortgage debt has an interest rate of 4.67% and matures in 2027, with principal and interest payments due monthly.
All of our mortgage debt is recourse solely to specific assets, except in instances of fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2024, our mortgage debt has an interest rate of 4.67% and matures in 2027, with principal and interest payments due monthly.
These expenses primarily include food, beverage and the associated labor costs and will correlate closely with food and beverage revenues. Group functions with banquet sales and audio and visual components generally will have lower overall costs as a percentage of revenues than outlet sales. 23 % • Other departmental and support expenses .
These expenses primarily include food, beverage and the associated labor costs and will correlate closely with food and beverage revenues. Group functions with banquet sales and audio and visual components generally will have lower overall costs as a percentage of revenues than outlet sales. 24 % • Other departmental and support expenses .
It includes ancillary revenues that are not included in the calculation of RevPAR. 38 Table of Contents RevPAR changes that are driven by occupancy have different implications on overall revenue levels, as well as incremental operating profit, than do changes that are driven by average room rate.
It includes ancillary revenues that are not included in the calculation of RevPAR. 39 Table of Contents RevPAR changes that are driven by occupancy have different implications on overall revenue levels, as well as incremental operating profit, than do changes that are driven by average room rate.
Funds used by Host Inc. to pay dividends are provided by distributions from Host L.P. As of December 31, 2023, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by various unaffiliated limited partners.
Funds used by Host Inc. to pay dividends are provided by distributions from Host L.P. As of December 31, 2024, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining common OP units are owned by various unaffiliated limited partners.
Operations from our domestic portfolio account for approximately 98% of our total revenues and 2% relate to our five hotels in Canada and Brazil. The following table presents the components of our hotel revenues as a percentage of our total revenue: % of 2023 Revenues • Rooms revenues .
Operations from our domestic portfolio account for approximately 98% of our total revenues and 2% relate to our five hotels in Canada and Brazil. The following table presents the components of our hotel revenues as a percentage of our total revenue: % of 2024 Revenues • Rooms revenues .
For these reasons, NAREIT adopted the FFO metric in order to promote a uniform industry-wide measure of REIT operating performance. 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 62 Table of Contents regarding our ongoing operating performance.
For these reasons, NAREIT adopted the FFO metric in order to promote a uniform industry-wide measure of REIT operating performance. 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.
Occupancy and average daily room rate are the major drivers of rooms revenues. The business mix of the hotel (group versus transient and retail versus discount business) is a significant driver of room rates. 61 % • Food and beverage revenues .
Occupancy and average daily room rate are the major drivers of rooms revenues. The business mix of the hotel (group versus transient and retail versus discount business) is a significant driver of room rates. 60 % • Food and beverage revenues .
We also include, following the comparable hotels results by geographic location, the same operating statistics presentation on an actual basis, which includes results for our portfolio for the time period of our ownership, including the results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition.
We also include, following the comparable hotels results by geographic location, the same operating statistics presentation on an actual basis, which includes results for our portfolio for the time period of our ownership, including the 48 Table of Contents results of non-comparable properties, dispositions through their date of disposal and acquisitions beginning as of the date of acquisition.
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.
First, 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.
In addition, the calculation is based on Host L.P.’s pro forma results for the four prior fiscal quarters, giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period.
In addition, the calculation is 56 Table of Contents based on Host L.P.’s pro forma results for the four prior fiscal quarters, giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period.
Under the terms of the credit facility, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, and non-cash interest expense, all of which are included in interest expense on our audited consolidated statements of operations.
Under the terms of the credit facility, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred 57 Table of Contents financing charges related to the senior notes or the credit facility, and non-cash interest expense, all of which are included in interest expense on our audited consolidated statements of operations.
Additionally, operating results of hotels that we sell are excluded from the comparable hotel set once the transaction has closed or the hotel is classified as held-for-sale. The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels.
Additionally, operating results of hotels that we sell are excluded from the comparable hotel set once the transaction has closed or the hotel is classified as held-for-sale. 59 Table of Contents The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels.
Interest and Fees. The amendment also converted the underlying reference rate from LIBOR to SOFR plus a credit spread adjustment of 10 basis points.
Interest and Fees. The 2023 amendment and restatement also converted the underlying reference rate from LIBOR to SOFR plus a credit spread adjustment of 10 basis points.
This discussion focuses on our financial condition and results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
This discussion focuses on our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, EBITDA re and Adjusted EBITDA re should not be considered as measures of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions.
Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA, 60 Table of Contents EBITDA re and Adjusted EBITDA re should not be considered as measures of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions.
We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented 64 Table of Contents both by location and for our properties in the aggregate.
We believe these property-level results provide investors with supplemental information about the ongoing operating performance of our comparable hotels. Comparable hotel results are presented both by location and for our properties in the aggregate.
For a discussion and analysis of the year ended December 31, 2022 compared to the same period in 2021, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2022, filed with the SEC on February 22, 2023.
For a discussion and analysis of the year ended December 31, 2023 compared to the same period in 2022, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.
The following graph summarizes our aggregate debt maturities as of February 23, 2024: ___________ (1) The first term loan under our credit facility that is due in 2027 has an extension option that would extend maturity of the instrument to 2028, subject to meeting certain conditions, including payment of a fee.
The following graph summarizes our aggregate debt maturities as of February 21, 2025: ___________ (1) The first term loan under our credit facility that is due in 2027 has an extension option that would extend maturity of the instrument to 2028, subject to meeting certain conditions, including payment of a fee.
Any retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the accelerated expensing of 52 Table of Contents previously deferred and capitalized financing costs.
Any retirement before the maturity date will affect earnings and NAREIT FFO per diluted share as a result of the payment of any applicable call premiums and the accelerated expensing of previously deferred and capitalized financing costs.
During 2023, Host Inc.'s Board of Directors declared dividends totaling $0.90 per share on its common stock, including a fourth quarter special dividend of $0.25 per share. Accordingly, Host L.P. made distributions of $0.9193446 per unit with respect to its common OP units for 2023.
During 2024, Host Inc.'s Board of Directors declared dividends totaling $0.90 per share on its common stock, including a fourth quarter special dividend of $0.10 per share. Accordingly, Host L.P. made distributions of $0.9193446 per unit with respect to its common OP units for 2024.
Also, in the short term, our cash obligations include the minimum lease payments on our ground leases, which in 2024 are approximately $31 million, and most of our other operating obligations. In the long term, our ground lease payments are the longest time horizon obligations and currently run up to 89 years.
Also, in the short term, our cash obligations include the minimum lease payments on our ground leases, which in 2025 are approximately $31 million, and most of our other operating obligations. In the long term, our ground lease payments are the longest time horizon obligations and currently run up to 100 years.
These covenants are primarily limitations on our ability to incur additional debt. There are no restrictions on our ability to pay dividends. Under the terms of our senior notes, Host L.P.’s ability to incur debt is subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-to-interest coverage ratio of at least 1.5x by Host L.P.
There are no restrictions on our ability to pay dividends. Under the terms of our senior notes, Host L.P.’s ability to incur debt is subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-to-interest coverage ratio of at least 1.5x by Host L.P.
(3) Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities.
(4) Diluted earnings per common share, NAREIT FFO per diluted share and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities.
Based on Host L.P.’s long-term debt rating as of December 31, 2023, our applicable margin on SOFR loans under both term loans is 95 basis points less 2.5 basis points for meeting sustainability milestones, for an all-in rate of 6.39%. Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters.
Based on Host L.P.’s long-term debt rating as of December 31, 2024, our applicable margin on SOFR loans under both term loans is 95 basis points, less 5 basis points for meeting sustainability milestones, for an all-in rate of 5.34%. Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters.
Hotel Sales by Business Mix. The majority of our customers fall into three broad categories: transient, group and contract business. The information below is derived from business mix results from the 75 comparable hotels owned as of December 31, 2023.
Hotel Sales by Business Mix. The majority of our customers fall into three broad categories: transient, group and contract business. The information below is derived from business mix results from the 78 comparable hotels owned as of December 31, 2024.
We also continue to critically analyze our portfolio to seek to take advantage of the inherent value of our real estate for its highest and best use. Capital Projects.
We also continue to critically analyze our portfolio to seek to take advantage of the inherent value of our real estate for its highest and best use. Acquisitions .
Additionally, comparable hotel results and statistics are based on 75 comparable hotels as of December 31, 2023 and include adjustments for non-comparable hotels, dispositions and acquisitions. See "Comparable Hotel RevPAR Overview" for results of the portfolio based on our ownership period, without these adjustments.
Additionally, comparable hotel results and statistics are based on 78 comparable hotels as of December 31, 2024 and include adjustments for non-comparable hotels, dispositions and acquisitions. See "Comparable Hotel RevPAR Overview" for results of the portfolio based on our ownership period, without these adjustments.
For a summary of our obligations under our ground leases, see Exhibit 99.1 to this Annual Report. In addition to the liabilities on our consolidated balance sheet, under our capital expenditures program, we have budgeted to spend $500 million to $605 million in 2024. Commitments for capital expenditures generally run less than two years for the life of the project.
For a summary of our obligations under our ground leases, see Exhibit 99.1 to this Annual Report. In addition to the liabilities on our consolidated balance sheet, under our capital expenditures program, we have budgeted to spend $580 million to $670 million in 2025. Commitments for capital expenditures generally run less than two years for the life of the project.
Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2023, we are able to borrow on the revolver at a rate of adjusted SOFR plus 85 basis points less 2 basis points for meeting sustainability milestones for an all-in rate of 6.29% and pay a facility fee of 19.5 basis points.
Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2024, we are able to borrow on the revolver at a rate of adjusted SOFR plus 85 basis points less 4 basis points for meeting sustainability milestones for an all-in rate of 5.25% and pay a facility fee of 19 basis points.
Most of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations. Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately 61%, 35%, and 4%, respectively, of our 2023 room sales.
Most of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations. Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately 60%, 36%, and 4%, respectively, of our 2024 room sales.
The following table summarizes the financial tests contained in the credit facility and our actual credit ratios as of December 31, 2023: Actual Ratio Covenant Requirement for all years Leverage ratio 1.9x Maximum ratio of 7.25x Fixed charge coverage ratio 6.7x Minimum ratio of 1.25x Unsecured interest coverage ratio ⁽¹⁾ 8.8x Minimum ratio of 1.75x ___________ (1) If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio requirement will decrease to 1.50x.
The following table summarizes the financial tests contained in the credit facility and our actual credit ratios as of December 31, 2024: Actual Ratio Covenant Requirement for all years Leverage ratio 2.7x Maximum ratio of 7.25x Fixed charge coverage ratio 5.5x Minimum ratio of 1.25x Unsecured interest coverage ratio ⁽¹⁾ 7.0x Minimum ratio of 1.75x ___________ (1) If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio requirement will decrease to 1.50x.
Other property-level expenses were partially offset by the receipt of operating profit guarantees from Marriott under the transformational capital program in both 2023 and 2022. Other Income and Expenses Corporate and other expenses .
Other property-level expenses were partially offset by the receipt of operating profit guarantees from Marriott and Hyatt under the transformational capital programs in both 2024 and 2023. Other Income and Expenses Corporate and other expenses .
For the fourth quarter of 2023, Host Inc. paid a regular quarterly cash dividend of $0.20 per share and a special dividend of $0.25 per share on its common stock on January 16, 2024 to stockholders of record as of December 29, 2023. Any future dividend will be subject to approval by Host Inc.’s Board of Directors.
For the fourth quarter of 2024, Host Inc. paid a regular quarterly cash dividend of $0.20 per share and a special dividend of $0.10 per share on its common stock on January 15, 2025 to stockholders of record as of December 31, 2024. Any future dividend will be subject to approval by Host Inc.’s Board of Directors.
As of February 23, 2024, we own 77 hotels in the United States, Canada and Brazil and have minority ownership interests in an additional 35 hotels through joint ventures in the United States and in India. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry.
As of February 21, 2025, we own 81 hotels in the United States, Canada and Brazil and have minority ownership interests in an additional 40 hotels through joint ventures in the United States and in India. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry.
In 2023 and 2022, we recorded an income tax provision of $36 million and $26 million, respectively, due primarily to the profitability of hotel operations retained by the TRS, including the business interruption insurance gains recorded in 2023 and 2022.
In 2024 and 2023, we recorded an income tax provision of $14 million and $36 million, respectively, due primarily to the profitability of hotel operations retained by the TRS, including $40 million and $83 million of business interruption insurance gains recorded in 2024 and 2023, respectively.
Our primary sources of cash include cash from operations, proceeds from the sale of assets, borrowings under our credit facility and debt and equity issuances. In the short term, our cash obligations include $400 million of senior notes due in April of 2024.
Our primary sources of cash include cash from operations, proceeds from the sale of assets, borrowings under our credit facility and debt and equity issuances. In the short term, our cash obligations include $500 million of senior notes due in June 2025.
On February 21, 2024, we announced a regular quarterly cash dividend of $0.20 per share on our common stock. The dividend will be paid on April 15, 2024 to stockholders of record on March 28, 2024 .
On February 19, 2025, we announced a regular quarterly cash dividend of $0.20 per share on our common stock. The dividend will be paid on April 15, 2025 to stockholders of record on March 31, 2025.
The following table presents certain components of interest expense (in millions): Year ended December 31, 2023 2022 Cash interest expense ⁽¹⁾ $ 178 $ 146 Non-cash interest expense 9 10 Cash debt extinguishment costs ⁽¹⁾ 3 — Non-cash debt extinguishment costs 1 — Total interest expense $ 191 $ 156 ___________ (1) Total cash interest expense paid was $183 million and $142 million in 2023 and 2022, respectively, which includes an increase(decrease) due to the change in accrued interest of $2 million and $(4) million for 2023 and 2022, respectively.
The following table presents certain components of interest expense (in millions): Year ended December 31, 2024 2023 Cash interest expense ⁽¹⁾ $ 205 $ 178 Non-cash interest expense 10 9 Cash debt extinguishment costs ⁽¹⁾ — 3 Non-cash debt extinguishment costs — 1 Total interest expense $ 215 $ 191 ___________ (1) Total cash interest expense paid was $172 million and $183 million in 2024 and 2023, respectively, which includes an increase (decrease) due to the change in accrued interest of $(33) million and $2 million for 2024 and 2023, respectively.
Corporate and other expenses include the following items (in millions): Year ended December 31, 2023 2022 General and administrative costs $ 85 $ 76 Non-cash stock-based compensation expense 30 26 Litigation accruals 17 5 Total $ 132 $ 107 General and administrative costs primarily consist of wages and benefits, travel, corporate insurance, legal fees, audit fees, building rent and systems costs.
Corporate and other expenses include the following items (in millions): Year ended December 31, 2024 2023 General and administrative costs $ 93 $ 85 Non-cash stock-based compensation expense 24 30 Litigation accruals 6 17 Total $ 123 $ 132 General and administrative costs primarily consist of wages and benefits, travel, corporate insurance, legal fees, audit fees, building rent and systems costs.
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 new project pipeline will remain suppressed until macroeconomic concerns abate, and interest rates decline.
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.
Distributions/Dividends . Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, which primarily is dependent on our results of operations, as well as on tax gains and losses on hotel sales.
The debt of our unconsolidated joint ventures is non-recourse to us. Distributions/Dividends . Host Inc.’s policy on common dividends generally is to distribute, over time, at least 100% of its taxable income, which primarily is dependent on our results of operations, as well as on tax gains and losses on hotel sales.
For a detailed discussion of the critical accounting policy related to impairment testing on our property and equipment, which requires us to exercise our business judgment or make significant estimates, see “Item 8. Financial Statements and Supplementary Data – Note 1.
For a detailed discussion of the critical accounting policies related to impairment testing on our property and equipment and valuation of acquisitions, which require us to exercise our business judgment or make significant estimates, see “Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies”.
(9) (9) NAREIT FFO 1,366 1,286 Adjustments to NAREIT FFO: Loss on debt extinguishment 4 — Adjusted FFO $ 1,370 $ 1,286 For calculation on a per share basis:⁽³⁾ Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO 712.8 717.5 Diluted earnings per common share $ 1.04 $ 0.88 NAREIT FFO per diluted share $ 1.92 $ 1.79 Adjusted FFO per diluted share $ 1.92 $ 1.79 \ __________ (1-2) Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.
(9) (9) NAREIT FFO⁽¹⁾ 1,387 1,366 Adjustments to NAREIT FFO: Loss on debt extinguishment — 4 Adjusted FFO⁽¹⁾ $ 1,387 $ 1,370 For calculation on a per share basis:⁽ 4 ⁾ Diluted weighted average shares outstanding - EPS, NAREIT FFO and Adjusted FFO 704.0 712.8 Diluted earnings per common share $ 0.99 $ 1.04 NAREIT FFO per diluted share $ 1.97 $ 1.92 Adjusted FFO per diluted share $ 1.97 $ 1.92 \ __________ (1-3) Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.
As of December 31, 2023, we had $1,144 million of cash and cash equivalents, $217 million in our FF&E escrow reserve and $1.5 billion available under the revolver portion of our credit facility.
As of December 31, 2024, we had $554 million of cash and cash equivalents, $242 million in our FF&E escrow reserve and $1.5 billion available under the revolver portion of our credit facility.
Reconciliation of Diluted Earnings per Common Share to NAREIT and Adjusted Funds From Operations per Diluted Share (in millions, except per share amount) Year ended December 31, 2023 2022 Net income $ 752 $ 643 Less: Net income attributable to non-controlling interests (12) (10) Net income attributable to Host Inc 740 633 Adjustments: Gain on dispositions (1) (70) (16) Gain on property insurance settlement (3) (6) Depreciation and amortization 695 663 Equity investment adjustments: Equity in earnings of affiliates (6) (3) Pro rata FFO of equity investments⁽²⁾ 20 25 Consolidated partnership adjustments: FFO adjustment for non-controlling partnerships (1) (1) FFO adjustments for non-controlling interests of Host L.P.
Reconciliation of Diluted Earnings per Common Share to NAREIT and Adjusted Funds From Operations per Diluted Share (in millions, except per share amount) Year ended December 31, 2024 2023 Net income⁽¹⁾ $ 707 $ 752 Less: Net income attributable to non-controlling interests (10) (12) Net income attributable to Host Inc. 697 740 Adjustments: Gain on dispositions⁽²⁾ — (70) Net gain on property insurance settlements (70) (3) Depreciation and amortization 760 695 Equity investment adjustments: Equity in earnings of affiliates (7) (6) Pro rata FFO of equity investments⁽³⁾ 17 20 Consolidated partnership adjustments: FFO adjustments for non-controlling partnerships (1) (1) FFO adjustments for non-controlling interests of Host L.P.
The following table summarizes significant equity transactions that have been completed from January 1, 2022 through February 23, 2024 (in millions): Transaction Date Description of Transaction Transaction Amount Equity of Host Inc.
The following table summarizes significant equity transactions that have been completed from January 1, 2023 through February 21, 2025 (in millions): Transaction Date Description of Transaction Transaction Amount Equity of Host Inc.
For 2024, we intend to continue our disciplined approach to capital allocation to strengthen our portfolio and to deliver stockholder value through multiple levers, which may include, over time, acquiring hotels or investing in our portfolio.
“Risk Factors.” Strategic Initiatives For 2025, we intend to continue our disciplined approach to capital allocation to strengthen our portfolio and to deliver stockholder value through multiple levers, which may include, over time, acquiring hotels or investing in our portfolio.
We continue to pursue opportunities to enhance asset value through select capital improvements, including projects that are designed to increase the eco-efficiency of our hotels, incorporate elements of sustainable design and replace aging equipment and systems with more efficient technology.
The property has been renamed The Ritz-Carlton O'ahu, Turtle Bay. Capital Projects. We continue to pursue opportunities to enhance asset value through select capital improvements, including projects that are designed to increase the eco-efficiency of our hotels, incorporate elements of sustainable design and replace aging equipment and systems with more efficient technology.
The following table summarizes the financial tests contained in the senior notes indenture for our senior notes and our actual credit ratios as of December 31, 2023: Actual Ratio Covenant Requirement Unencumbered assets tests 496 % Minimum ratio of 150% Total indebtedness to total assets 20 % Maximum ratio of 65% Secured indebtedness to total assets Maximum ratio of 40% EBITDA-to-interest coverage ratio 8.6x Minimum ratio of 1.5x Credit Facility.
The following table summarizes the financial tests contained in the senior notes indenture for our senior notes and our actual credit ratios as of December 31, 2024: Actual Ratio Covenant Requirement Unencumbered assets tests 438 % Minimum ratio of 150% Total indebtedness to total assets 23 % Maximum ratio of 65% Secured indebtedness to total assets Maximum ratio of 40% EBITDA-to-interest coverage ratio 7.0x Minimum ratio of 1.5x Credit Facility.
This category also includes other rental revenues. 9 % 37 Table of Contents Hotel operating expenses represent approximately 99% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and expenses: % of 2023 Operating Costs and Expenses • Rooms expenses .
This category also includes other rental revenues. 10 % 38 Table of Contents Hotel operating expenses represent approximately 99.7% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and expenses: % of 2024 Operating Costs and Expenses • Rooms expenses .
We also own non-controlling interests in joint ventures that are not consolidated and that are accounted for under the equity method. The portion of the mortgage and other debt of these joint ventures attributable to us, based on our ownership percentage thereof, was $208 million at December 31, 2023. The debt of our unconsolidated joint ventures is non-recourse to us.
We also own non-controlling interests in joint ventures that are not consolidated and that are accounted for under the equity 58 Table of Contents method. The portion of the mortgage and other debt of these joint ventures attributable to us, based on our ownership percentage thereof, was $240 million at December 31, 2024.
In the long term, renewal and replacement ("R&R") capital expenditures are designed to maintain the quality and competitiveness of our hotels and typically occur at intervals of seven to ten years. The projects are primarily funded through the FF&E reserves established at each hotel. Average annual R&R spend over the last five years has been $232 million.
In the long term, renewal and replacement ("R&R") capital expenditures are designed to maintain the quality and competitiveness of our hotels and typically occur at intervals of seven to ten years. The projects are primarily funded through the FF&E reserves established at each hotel.
We may acquire additional hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders. Sources and Uses of Cash.
We may acquire additional hotels or dispose of hotels through various structures, including transactions involving single assets, portfolios, joint ventures, acquisitions of the securities or assets of other REITs or distributions of hotels to our stockholders. Sources and Uses of Cash. In 2024, our primary sources of cash included cash from operations and proceeds from debt issuances.
Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling limited partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units. No effect is shown for securities if they are anti-dilutive.
Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling limited partners and other non-controlling interests that have the option to convert their limited partner interests to common OP units.
We believe that we have sufficient liquidity and access to the capital markets in order to fund our capital expenditures programs and to take advantage of investment opportunities. 43 Table of Contents Results of Operations The following table reflects certain line items from our audited consolidated statements of operations for the two years ended December 31, 2023 (in millions, except percentages): 2023 2022 Change Total revenues $ 5,311 $ 4,907 8.2 % Operating costs and expenses: Property-level costs ⁽¹⁾ 4,438 4,042 9.8 Corporate and other expenses 132 107 23.4 Gain on insurance settlements 86 17 405.9 Operating profit 827 775 6.7 Interest expense 191 156 22.4 Other gains 71 17 317.6 Provision for income taxes 36 26 38.5 Host Inc.: Net income attributable to non-controlling interests 12 10 20.0 Net income attributable to Host Inc. 740 633 16.9 Host L.P.: Net income attributable to non-controlling interests 1 1 — Net income attributable to Host L.P. 751 642 17.0 ___________ (1) Amounts represent total operating costs and expenses from our audited consolidated statements of operations, less corporate and other expenses and gain on insurance settlements.
We believe that we have sufficient liquidity and access to the capital markets in order to fund our capital expenditures programs and to take advantage of investment opportunities. 44 Table of Contents Results of Operations The following table reflects certain line items from our audited consolidated statements of operations for the two years ended December 31, 2024 (in millions, except percentages): 2024 2023 Change Total revenues $ 5,684 $ 5,311 7.0 % Operating costs and expenses: Property-level costs ⁽¹⁾ 4,796 4,438 8.1 Corporate and other expenses 123 132 (6.8) Net gain on insurance settlements 110 86 27.9 Operating profit 875 827 5.8 Interest expense 215 191 12.6 Other gains — 71 (100.0) Provision for income taxes 14 36 (61.1) Host Inc.: Net income attributable to non-controlling interests 10 12 (16.7) Net income attributable to Host Inc. 697 740 (5.8) Host L.P.: Net income attributable to non-controlling interests 1 1 — Net income attributable to Host L.P. 706 751 (6.0) ___________ (1) Amounts represent total operating costs and expenses from our audited consolidated statements of operations, less corporate and other expenses and net gain on insurance settlements.
Total debt was comprised of the following (in millions): As of December 31, 2023 2022 Series E senior notes, with a rate of 4% due June 2025 $ 499 $ 499 Series F senior notes, with a rate of 4½% due February 2026 399 399 Series G senior notes, with a rate of 3⅞% due April 2024 400 399 Series H senior notes, with a rate of 3⅜% due December 2029 643 642 Series I senior notes, with a rate of 3½% due September 2030 738 736 Series J senior notes, with a rate of 2.9% due December 2031 441 440 Total senior notes 3,120 3,115 Credit facility revolver ⁽¹⁾ (8) (4) Credit facility term loan due January 2027 499 499 Credit facility term loan due January 2028 498 499 Mortgage and other debt, with an average interest rate of 4.67% and 4.9% at December 31, 2023 and 2022, respectively, maturing through November 2027 100 106 Total debt $ 4,209 $ 4,215 ___________ (1) There were no outstanding credit facility borrowings at December 31, 2023 or 2022.
Total debt was comprised of the following (in millions): As of December 31, 2024 2023 Series E senior notes, with a rate of 4% due June 2025 $ 500 $ 499 Series F senior notes, with a rate of 4 ½% due February 2026 399 399 Series G senior notes, with a rate of 3 ⅞% due April 2024 — 400 Series H senior notes, with a rate of 3 ⅜% due December 2029 644 643 Series I senior notes, with a rate of 3 ½% due September 2030 740 738 Series J senior notes, with a rate of 2.9% due December 2031 442 441 Series K senior notes, with a rate of 5.7% due July 2034 585 — Series L senior notes, with a rate of 5.5% due April 2035 683 — Total senior notes 3,993 3,120 Credit facility revolver ⁽¹⁾ (6) (8) Credit facility term loan due January 2027 499 499 Credit facility term loan due January 2028 499 498 Mortgage and other debt, with an average interest rate of 4.67% at both December 31, 2024 and 2023, maturing through November 2027 98 100 Total debt $ 5,083 $ 4,209 ___________ (1) There were no outstanding credit facility borrowings at December 31, 2024 or 2023.
The ROI projects include approximately $125 million to $150 million for the new Hyatt transformational capital program discussed above. Also in 2023, we announced and broke ground on a project to develop and sell 40 fee-simple condominiums on a five-acre development parcel at Golden Oak in Orlando, adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort.
The ROI projects include approximately $170 million to $180 million for the Hyatt transformational capital program. Also in 2023, we announced and broke ground on a project to develop and sell 40 fee-simple condominiums on a five-acre development parcel to be Four Seasons-branded and managed residences at the Four Seasons Resort Orlando at Walt Disney World ® Resort.
Property-level Operating Expenses The following table presents consolidated property-level operating expenses in accordance with GAAP for the two years ended December 31, 2023 (in millions, except percentages): 2023 2022 Change Expenses: Rooms $ 787 $ 727 8.3 % Food and beverage 1,042 928 12.3 % Other departmental and support expenses 1,280 1,181 8.4 % Management fees 249 217 14.7 % Other property-level expenses 383 325 17.8 % Depreciation and amortization 697 664 5.0 % Total property-level operating expenses $ 4,438 $ 4,042 9.8 % Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors.
Property-level Operating Expenses The following table presents consolidated property-level operating expenses in accordance with GAAP and includes all consolidated hotels for the two years ended December 31, 2024 (in millions, except percentages): 2024 2023 Change Expenses: Rooms $ 849 $ 787 7.9 % Food and beverage 1,137 1,042 9.1 % Other departmental and support expenses 1,383 1,280 8.0 % Management fees 254 249 2.0 % Other property-level expenses 411 383 7.3 % Depreciation and amortization 762 697 9.3 % Total property-level operating expenses $ 4,796 $ 4,438 8.1 % Our operating costs and expenses, which consist of both fixed and variable components, are affected by several factors.
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 in 2023. As of December 31, 2023, there was $600 million of remaining capacity under the agreement.
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 in 2023 or 2024.
Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 2024 will be between 2.5% and 5.5%. In addition, we expect margins to decline in comparison to 2023, driven by higher wages and growth in insurance and real estate taxes.
Based on the trends noted, we expect comparable hotel RevPAR growth for the full year 2025 will be between 0.5% and 2.5%. In addition, we expect margins to decline in comparison to 2024, driven by higher wages and benefits, including increases driven by new union contracts in certain cities, as well as growth in insurance and real estate taxes.
(3) Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels, which operations are included in our consolidated statements of operations as continuing operations, and (ii) gains on business interruption proceeds relating to events that occurred while the hotels were classified as non-comparable.
(3) Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels, which operations are included in our consolidated statements of operations as continuing operations, and (ii) gains on business interruption proceeds covering lost revenues while the property was considered non-comparable.
The operating results of the following properties that we owned as of December 31, 2023 are excluded from comparable hotel results for these periods: • Hyatt Regency Coconut Point Resort & Spa (business disruption due to Hurricane Ian beginning in September 2022, reopened in November 2022); • The Ritz-Carlton, Naples (business disruption due to Hurricane Ian beginning in September 2022, reopened in July 2023); and • Sales and marketing expenses related to the development and sale of condominium units on a development parcel adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort.
The operating results of the following properties that we owned as of December 31, 2024 are excluded from comparable hotel results for these periods: • The Don CeSar (business disruption due to Hurricane Helene resulting in closure of the hotel beginning at the end of September 2024); • 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); • The Ritz-Carlton, Naples (business disruption due to Hurricane Ian beginning in September 2022, reopened in July 2023); and • Sales and marketing expenses related to the development and sale of condominium units on a development parcel adjacent to Four Seasons Resort Orlando at Walt Disney World® Resort.
In addition, property insurance gains could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect the market value of real estate assets. • Acquisition Costs – Under GAAP, costs associated with completed property acquisitions that are considered business combinations are expensed in the year incurred.
In addition, property insurance gains could be less important to investors given that the depreciated asset book value written off in connection with the calculation of the property insurance gain often does not reflect the market value of real estate assets.
Comparable Hotel Property Level Operating Results We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a comparable hotel, or "same store," basis as supplemental information for our investors.
No effect is shown for securities if they are anti-dilutive. 64 Table of Contents Comparable Hotel Property Level Operating Results We present certain operating results for our hotels, such as hotel revenues, expenses, food and beverage profit, and EBITDA (and the related margins), on a comparable hotel, or "same store," basis as supplemental information for our investors.
We do not consider this adjustment to be reflective of our ongoing operating performance and, therefore, we excluded this item from Adjusted FFO. 63 Table of Contents The following table provides a reconciliation of the differences between our non-GAAP financial measures, NAREIT FFO and Adjusted FFO (separately and on a per diluted share basis), and net income (loss), the financial measure calculated and presented in accordance with GAAP that we consider most directly comparable: Host Inc.
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: Host Inc.
Similar to the Marriott transformational capital program, we reached an agreement with Hyatt in 2023 to complete transformational reinvestment capital projects at six properties in our portfolio, the Grand Hyatt Atlanta in Buckhead, Grand Hyatt Washington, Manchester Grand Hyatt San Diego, Hyatt Regency Austin, Hyatt Regency Washington on Capitol Hill, and Hyatt Regency Reston.
In collaboration with Hyatt, we initiated a transformational capital program in 2023 at six properties in our portfolio, the Grand Hyatt Atlanta in Buckhead, Grand Hyatt Washington, Manchester Grand Hyatt San Diego, Hyatt Regency Austin, Hyatt Regency Washington on Capitol Hill, and Hyatt Regency Reston.
During 2023, we spent approximately $646 million on capital expenditures, of which $195 million represented return on investment (“ROI”) capital expenditures, $274 million represented renewal and replacement projects and $177 million was for hurricane restoration work.
During 2024, we spent approximately $548 million on capital expenditures, of which $260 million represented return on investment (“ROI”) capital expenditures, $252 million represented renewal and replacement projects and $36 million was for hurricane restoration work.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−0 removed4 unchanged
Biggest changeThe table below presents scheduled maturities and related weighted average interest rates by expected maturity dates (in millions, except percentages): Expected Maturity Date 2024 2025 2026 2027 2028 Thereafter Total Fair Value Liabilities Debt: Fixed rate ⁽¹⁾ $ 397 $ 498 $ 399 $ 88 $ (4) $ 1,842 $ 3,220 $ 3,001 Average interest rate 3.8 % 3.8 % 3.6 % 3.6 % 3.6 % 3.6 % Variable rate ⁽¹⁾ $ (4) $ (4) $ (3) $ 500 $ 500 $ — $ 989 $ 1,000 Average interest rate ⁽²⁾ 6.4 % 6.4 % 6.4 % 6.4 % 6.4 % — % Total debt $ 4,209 $ 4,001 ___________ (1) The amounts are net of unamortized discounts, premiums and deferred financing costs; therefore, negative amounts prior to maturity represent the amortization of original issue discounts and deferred financing costs.
Biggest changeThe table below presents scheduled maturities and related weighted average interest rates by expected maturity dates (in millions, except percentages): Expected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total Fair Value Liabilities Debt: Fixed rate ⁽¹⁾ $ 495 $ 396 $ 85 $ (7) $ 643 $ 2,479 $ 4,091 $ 3,929 Average interest rate 4.6 % 4.6 % 4.6 % 4.6 % 4.6 % 4.9 % Variable rate ⁽¹⁾ $ (4) $ (4) $ 500 $ 500 $ — $ — $ 992 $ 1,000 Average interest rate ⁽²⁾ 5.3 % 5.3 % 5.3 % 5.3 % — % — % Total debt $ 5,083 $ 4,929 ___________ (1) The amounts are net of unamortized discounts, premiums and deferred financing costs; therefore, negative amounts prior to maturity represent the amortization of original issue discounts and deferred financing costs.
(2) The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2023. No adjustments are made for forecast changes in the rate. Exchange Rate Sensitivity We have currency exchange risk because of our hotel ownership in Brazil and Canada and our minority investment in a joint venture in India.
(2) The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2024. No adjustments are made for forecast changes in the rate. Exchange Rate Sensitivity We have currency exchange risk because of our hotel ownership in Brazil and Canada and our minority investment in a joint venture in India.
If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in 2024.
If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our earnings and cash flows by approximately $10 million in 2025.
In replacement of the maturing contracts, we entered into three new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million ($74 million), which will mature in August 2024. The foreign currency exchange agreements into which we have entered strictly are to hedge foreign currency risk and are not for trading purposes.
In replacement of the maturing contracts, we entered into two new foreign currency forward purchase contracts with the same total notional amount of CAD 99 million ($73 million), which will mature in August 2025. The foreign currency exchange agreements into which we have entered strictly are to hedge foreign currency risk and are not for trading purposes.
In the third quarter of 2023, three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million ($75 million), and we received $1.9 million in the aggregate upon settlement of these contracts.
In the third quarter of 2024, three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million ($74 million), and we received $1.4 million in the aggregate upon settlement of these contracts.
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks.
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks. As of February 21, 2025, we do not have any interest rate derivatives outstanding.
For 2023 and 2022, revenues from our consolidated foreign operations were $92 million and $71 million, respectively, or approximately 2% and 1%, respectively, of our total revenues.
For 2024 and 2023, revenues from our consolidated foreign operations were $101 million and $92 million, respectively, or approximately 2%, of our total revenues.
As of December 31, 2023, the fair value of these contracts was $(1.2) million. These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss) for contracts designated as a hedge of a net investment in a foreign operation, and through net income for contracts acting as a natural hedge of intercompany loans.
These contracts are marked-to-market with changes in fair value recorded to other comprehensive income (loss) for contracts designated as a hedge of a net investment in a foreign operation, and through net income for contracts acting as a natural hedge of intercompany 67 Table of Contents loans.
As of February 23, 2024, we do not have any interest rate derivatives outstanding. 67 Table of Contents The interest payments on 76% of our debt are fixed in nature. Valuations for mortgage debt and the credit facility are determined based on expected future payments, discounted at risk-adjusted rates. The senior notes are valued based on quoted market prices.
The interest payments on 80% of our debt are fixed in nature. Valuations for mortgage debt and the credit facility are determined based on expected future payments, discounted at risk-adjusted rates. The senior notes are valued based on quoted market prices.
Added
As of December 31, 2024, the fair value of these contracts was $3.3 million.

Other HST 10-K year-over-year comparisons