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

Forward-Looking Statements

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

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

the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about U.S. economic growth and the potential for an economic recession in the United States or globally, the current high level of inflation, rising interest rates, global economic prospects, consumer confidence and the value of the U.S. dollar, and (ii) factors that may shape public perception of travel to a particular location, such as natural disasters, weather events (including 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;

the impact of geopolitical developments outside the United States, 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, including volatility caused by recent failures of several financial institutions and liquidity concerns at other financial institutions, 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;

pending and future U.S. governmental action to address the U.S. debt ceiling and the potential for a United States default on its debt obligations, the impact of budget deficits generally and pending and future U.S. governmental action to address such deficits through reductions in spending and similar austerity measures, as well as the impact of potential U.S. government shutdowns, 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, and risks relating to the continued response to the COVID-19 pandemic by our hotel managers, such as increased hotel costs for cleaning protocols;

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

the reduction in our operating flexibility and the limitation on our ability to incur debt, pay dividends and make distributions resulting from restrictive covenants in our debt agreements and other risks associated with the amount of our indebtedness or related to restrictive covenants in our debt agreements, including the risk that a default could occur;

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

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

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


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the ability to complete hotel renovations on schedule and on, or under, budget and the potential for increased costs and construction delays due to shortages of supplies as a result of supply chain disruptions;

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

risks associated with a single manager, Marriott International, managing a significant percentage of our hotels;

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

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

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

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

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

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

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

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022 and in other filings with the Securities and Exchange Commission ("SEC"). Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material.

Operating Results and Outlook

Operating Results

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

Historical Income Statement Data:


                                         Quarter ended March 31,
                                         2023               2022          Change
Total revenues                       $      1,381       $      1,074          28.6 %
Net income                                    291                118         146.6 %
Operating profit                              248                122         103.3 %
Operating profit margin under GAAP           18.0 %             11.4 %     660 bps

EBITDAre and Adjusted EBITDAre ?¹? $ 444 $ 306 45.1 % Diluted earnings per common share

            0.40               0.16         150.0 %
NAREIT FFO per diluted share?¹?              0.54               0.39          38.5 %
Adjusted FFO per diluted share?¹?            0.55               0.39          41.0 %



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Comparable Hotel Data:


                                       Quarter ended March 31,
                                         2023             2022         Change

Comparable hotel revenues ?¹? $ 1,353 $ 1,010 34.0 % Comparable hotel EBITDA ?¹?

                   439             305          43.9 %
Comparable hotel EBITDA margin ?¹?           32.5 %          30.3 %     220 bps

Comparable hotel Total RevPAR ?¹? $ 365.93 $ 273.06 34.0 % Comparable hotel RevPAR ?¹?

                217.77          166.12          31.1 %


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(1)

EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO per diluted share and comparable hotel operating results (including hotel revenues and hotel EBITDA and margins) are non-GAAP financial measures within the meaning of the rules of the SEC. See "Non-GAAP Financial Measures" and "Comparable Hotel Operating Statistics and Results" for more information on these measures, including why we believe these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures. Additionally, comparable hotel results and statistics are based on 75 comparable hotels as of March 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.

Operations

Total revenues increased $307 million, or 28.6%, as compared to the first quarter of 2022, due to strong leisure demand at our resort hotels and the recovery of group travel at our convention hotels, although group and business transient room nights have not yet returned to pre-pandemic levels. Comparable hotel RevPAR and Total RevPAR for the first quarter increased 31.1% and 34.0%, respectively, compared to the first quarter of 2022 due to both rate and occupancy growth. The significant improvement was anticipated, as the Omicron variant of COVID-19 significantly impaired travel during January and the first part of February in 2022. In addition, resorts continued to show leisure strength, with an increase in comparable hotel RevPAR of 4.9% driven by occupancy. At the same time, the recovery at our city-center properties allowed for significant improvements at some of the markets lagging in 2022.

Comparable hotel Total RevPAR for all markets exceeded first quarter 2022 levels. The recovery at our city-center properties led the portfolio, as comparable hotel Total RevPAR in our New York, Washington, D.C. and San Francisco/San Jose markets, some of our larger markets by room count, increased by 105.8%, 99.1% and 92.7%, respectively, as these hotels were slower to ramp up in 2022 following the lifting of many of the COVID-19 restrictions. Despite the outsized growth in San Francisco during the first quarter, it remains below 2019 levels. Hotels in Florida and Hawaii recovered from the pandemic quicker than many of our other markets in 2022; therefore, while we still saw Total RevPAR improvements in these markets year-over-year, the increases were less substantial. For example, comparable hotel RevPAR in our Miami market led the portfolio at $501.89; however, this market had the smallest increase in comparable hotel Total RevPAR compared to 2022 with a 5.2% increase. Our Maui/Oahu and Jacksonville markets also experienced smaller growth, with increases in comparable hotel Total RevPAR of 9.3% and 7.1%, respectively.

Our first quarter 2023 results improved when compared to 2022 as follows:

Net income increased $173 million;

Diluted earnings per share increased $0.24;

Adjusted EBITDAre increased $138 million; and

Adjusted FFO per diluted share increased $0.16.

For the first quarter of 2023, operating profit margin under GAAP was 18.0% and comparable hotel EBITDA margin was 32.5%, an improvement of 660 basis points and 220 basis points, respectively, benefiting from improvements in rates and occupancy, compared to first quarter of 2022. Margins also benefited from more favorable comparisons to the first quarter of 2022, when hotel operators were still ramping up operations, in addition to improvements in food and beverage profits due to strong group contribution, and continued elevated levels of attrition and cancelation fees.

Outlook

We have continued to experience a significant improvement in revenues and earnings through the first quarter of 2023 and, to date, we have not experienced signs of a weakening in the overall lodging industry. However, current macroeconomic headwinds and concerns surrounding the potential for an economic slowdown have created a great deal of uncertainty surrounding operating results for the remainder of 2023. Further improvement in operations will be dependent on the broader macroeconomic environment, which will affect our ability to maintain high-rated business in our resort markets, as well as the continued improvement of group, business transient and international inbound travel. Accordingly, we believe that operations in specific markets and asset types will continue to be uneven.


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Blue Chip Economic Indicators consensus currently estimates an increase in real U.S. GDP of 1.2% for 2023, with slight declines in the second and third quarters, while business investment is anticipated to increase 1.4%. The Federal Reserve's current rate hiking monetary policy, aimed at combating persistently high inflation, geopolitical uncertainty, and the recent regional bank failures and liquidity concerns at other financial institutions have led to increased risks and elevated concerns surrounding a potential economic slowdown. The range of potential outcomes on the economy and the lodging industry specifically remains exceptionally wide, reflecting varying analyst assumptions surrounding the impact of higher interest rates, inflation, ongoing labor shortages in key industries, and geopolitical conflicts.

Hotel supply growth is anticipated to remain below the long-term historical average in 2023. Supply chain challenges have resulted in project delays across the U.S., and recent regional banking stress may create construction financing challenges for future projects. We anticipate that the new project pipeline will remain suppressed until macroeconomic concerns abate. While the pandemic had an outsized impact on our industry, particularly in luxury and upper upscale hotels in top U.S. markets, where a majority of our hotels are located, leisure travel continues to outperform expectations due to pent-up demand, high personal savings and waning virus fears. We also have seen a significant acceleration in group and business transient demand, leading to improving trends in our city-center markets.

Based on the trends noted and an improved outlook for the remainder of the year, we expect comparable hotel RevPAR growth for the full year 2023 will be between 7.5% and 10.5%. We note that performance in the first quarter of 2022 was negatively impacted by the Omicron variant, resulting in easier comparisons for the first quarter of 2023. We expect performance in the second half of the year will be heavily influenced by the overall macroeconomic environment. Additionally, margins are expected to decline in comparison to 2022 driven by closer to stable staffing levels, higher wages, insurance and utility expenses, lower attrition and cancelation fees, and occupancy below 2019 levels.

As noted above, the current outlook for the lodging industry remains highly uncertain; therefore, there can be no assurances as to the continued recovery in lodging demand for any number of reasons, including, but not limited to, slower than anticipated return of group and business travel or deteriorating macroeconomic conditions.

Strategic Initiatives

Dispositions. During the first quarter, we sold The Camby, Autograph Collection for $110 million and recorded a gain on sale of $69 million. In connection with the sale, we provided seller financing of $72 million with up to an additional $12 million available for property improvement plan financing not to exceed a 65% loan to cost ratio.

Capital Projects. During the first quarter of 2023, we spent approximately $51 million on return on investment ("ROI") capital projects, $65 million on renewal and replacement projects, and $30 million on hurricane restoration work. Significant projects completed during the quarter include guestrooms, public space and meeting space renovations at The Westin Georgetown, Washington D.C. and the final phase of guestroom renovations at Marriott Marquis San Diego Marina. In addition, we continued our restoration efforts following Hurricane Ian, for which we estimated the total property damage and remediation costs to be approximately $200 million to $220 million, of which approximately 40% relates to remediation costs. The Hyatt Regency Coconut Point is open to guests, and the final phase of reconstruction, the resort's waterpark, is on-track to reopen mid-June 2023. The Ritz-Carlton, Naples remains closed, and reopening of the guestrooms, suites and amenities, including the new tower expansion, is targeted for July 2023.

We are nearing completion on the Marriott transformational capital program, which began in 2018. We believe this program will position these hotels to be more competitive in their respective markets and will enhance long-term performance through increases in RevPAR and market yield index. We agreed to invest amounts in excess of the furniture fixture and equipment ("FF&E") reserves required under our management agreements and, in exchange, Marriott has provided additional priority returns on the agreed upon investments and operating profit guarantees of $83 million, before reductions for incentive management fees, to offset expected business disruption.

Approximately 98% of the total estimated costs of the program have been spent as of March 31, 2023. Of the 16 hotels included in the program, we have completed projects at the Coronado Island Marriott Resort & Spa, New York Marriott Downtown, San Francisco Marriott Marquis and Santa Clara Marriott in 2019; projects at the Minneapolis Marriott City Center, San Antonio Marriott Rivercenter and JW Marriott Atlanta Buckhead in 2020; projects at The Ritz-Carlton Amelia Island, New York Marriott Marquis and Orlando World Center Marriott in 2021; projects at Boston Marriott Copley Place, the Houston Marriott Medical Center, JW Marriott Houston by the Galleria, and Marina del Rey Marriott in 2022; and projects at the Marriott Marquis San Diego Marina in the first quarter of 2023. We expect the final hotel, Washington Marriott at Metro Center, to be completed in the second quarter of 2023.

For full year 2023, we expect total capital expenditures of $600 million to $725 million, consisting of ROI projects of approximately $250 million to $300 million, renewal and replacement expenditures of $250 million to $300 million, and restoration


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work for the damage caused by Hurricane Ian of $100 million to $125 million. The ROI projects include approximately $25 million to $35 million for the Marriott transformational capital program discussed above.

Results of Operations

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



                                              Quarter ended March 31,
                                             2023                2022             Change
Total revenues                           $       1,381       $       1,074              28.6 %
Operating costs and expenses:
Property-level costs ?¹?                         1,102                 929              18.6
Corporate and other expenses                        31                  23              34.8
Operating profit                                   248                 122             103.3
Interest expense                                    49                  36              36.1
Other gains                                         69                  13             430.8
Benefit for income taxes                             2                  16             (87.5 )

Host Inc.:
Net income attributable to
non-controlling interests                            4                   2             100.0
Net income attributable to Host Inc.               287                 116             147.4

Host L.P.:
Net income attributable to
non-controlling interests                            -                   1            (100.0 )
Net income attributable to Host L.P.               291                 117             148.7


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

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