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 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 duration and scope of the COVID-19 pandemic and its short and
        longer-term impact on the demand for travel, transient and group business,
        and levels of consumer confidence; actions governments, businesses and
        individuals take in response to the pandemic, including limiting or
        banning travel; the impact of the pandemic and actions taken in response
        to the pandemic on global and regional economies, travel, and economic
        activity, including the duration and magnitude of its impact on
        unemployment rates, business investment and consumer discretionary
        spending; the pace of recovery when the COVID-19 pandemic subsides;
        general economic uncertainty in U.S. markets where we own hotels and a
        worsening of economic conditions or low levels of economic growth in these
        markets; the effects on hotel operations of steps we and our hotel
        managers take to reduce operating costs in response to the COVID-19
        pandemic (see also Part II Item 1A for additional risks relating to
        COVID-19);


    •   the effect on lodging demand of (i) changes in national and local economic
        and business conditions, including concerns about the duration and
        strength of U.S. economic growth or the potential for an economic
        recession as a result of COVID-19 pandemic, 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, changes in the international political
        climate, 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
        the pace of economic growth in Europe, the effects of the United Kingdom's
        withdrawal from the European Union, escalating trade tensions between the
        United States and its trading partners such as China, or conflicts in the
        Middle East, all of which could affect the relative volatility of global
        credit markets generally, global travel and lodging demand within the
        United States;


    •   risks that U.S. immigration policies and travel ban will suppress
        international travel to the United States generally;


    •   volatility in global financial and credit markets, in particular because
        of the COVID-19 pandemic, and the impact of budget deficits and potential
        U.S. governmental action to address such deficits through reductions in
        spending and similar austerity measures, which could materially adversely
        affect U.S. and global economic conditions, business activity, credit
        availability, borrowing costs, and lodging demand;


    •   operating risks associated with the hotel business, including the effect
        of labor stoppages or strikes, increasing operating or labor costs or
        changes in workplace rules that affect labor costs and risks relating to
        the response to the COVID-19 pandemic such as increased costs relating to
        furloughed hotel employees as a result of measures taken by our hotel
        managers in response to the COVID-19 pandemic;


    •   the effect of rating agency downgrades of our debt securities 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, which limit the amount of
        distributions from Host L.P. to Host Inc., 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 as a result
        of the decline in operations due to the COVID-19 pandemic (see also Part
        II Item 1A for additional information relating to this default risk);


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    •   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 terms
        of 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;


    •   the ability to complete hotel renovations on schedule and under budget and
        the potential for increased costs and construction delays due to
        government restrictions on non-essential activities and shortages of
        supplies as a result of supply chain disruptions due to the COVID-19
        pandemic;


    •   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 portion 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 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 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 the need to preserve cash and financial
        flexibility in response to the COVID-19 pandemic, 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, 2019 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.



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Operating Results and Outlook

COVID-19 Response

Since first reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has significantly adversely impacted U.S. and global economic activity and has contributed to significant volatility in financial markets. The global impact of the COVID-19 pandemic has been rapidly evolving and, in the United States, certain states and cities, including most where we own properties, have reacted by instituting various restrictive measures such as quarantines, restrictions on travel, school closing, "stay at home" rules and restrictions on types of business that may continue to operate. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly and is having a severe impact on the U.S. lodging industry. The ongoing effects of COVID-19 on our operations and future bookings have had and will continue to have a material negative impact on our financial results and cash flows, and such negative impact may continue well after restrictive measures imposed by federal, state, local and other government authorities to contain the outbreak have been lifted. In response to the pandemic, we have taken the following actions:



       •  Suspended operations at 35 of our hotels as of May 6, 2020, while
          continuing to operate the remaining 45 hotels at reduced capacity so
          long as they generate revenue greater than the incremental costs
          associated with staying open; we may suspend operations at additional
          hotels if appropriate in order to further reduce operating costs;


       •  Working with our hotel managers, implemented portfolio-wide cost
          reductions including significantly reducing staffing levels by
          furloughing as much as 80% of the hotel workforce, reducing shared
          services fees, suspending food and beverage outlet operations, closing
          guestroom floors and meeting space, and temporary suspension of brand
          standards, resulting in an expected reduction in hotel operating costs
          across the portfolio by approximately 70-75% in April, compared to
          initial forecasts;


       •  Accrued approximately $35 million in the first quarter for benefits that
          will be provided to hotel employees furloughed by our hotel managers
          through June 1, 2020;


       •  Average occupancy of 29% in March and approximately 12% in April, due in
          part to accommodating alternative sources of demand, including from
          governmental authorities and local organizations seeking temporary
          accommodations for groups, such as medical personnel, first responders
          and military personnel;


       •  Suspended contributions to hotels' FF&E escrow accounts and suspended or
          deferred non-essential capital projects, which we expect will reduce
          full year capital expenditures spending by approximately $100 million to
          $125 million compared to the forecast range as reported in our Annual
          Report on Form 10-K;


       •  Increased liquidity by accessing $1.5 billion of capacity under the
          revolver portion of our credit facility in March 2020 as a precautionary
          measure in order to increase our cash position and preserve financial
          flexibility. We have also engaged in discussions with our credit
          facility lenders for flexibility in financial covenant requirements;


       •  Anticipate temporarily suspending or paying a nominal dividend until
          further notice. The first quarter dividend paid in April 2020 totaled
          approximately $141 million. All future dividends are subject to approval
          by the Board of Directors; and


       •  Anticipate reducing 2020 corporate expenses 10-15% through reduced
          travel, compensation and other overhead.

In addition, we are in the process of evaluating the benefit of obtaining stimulus relief available under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Federal Reserve's Primary Market Corporate Credit Facility (PMCCF). Although we bear the expense for the wages and benefits of all persons working at our hotels, we understand our operators are reviewing the opportunity to file for the Employee Retention Credit to partially offset the costs for its furloughed hotel employees under Title II of the CARES Act. We have not filed for any relief under the CARES Act.

The impact of the COVID-19 pandemic on the company remains fluid, as does our corporate and property-level response, together with the response of our hotel operators. There remains a great deal of uncertainty surrounding the trends and duration of the COVID-19 pandemic and we are monitoring developments on an ongoing basis. We, and our hotel managers, may take additional actions in response to future developments.





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Operating Results

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

Historical Income Statement Data:


                                                 Quarter ended March 31,
                                              2020                    2019            Change
Total revenues                           $         1,052         $         1,390         (24.3 )%
Net income (loss)                                     (3 )                   189           N/M
Operating profit (loss)                              (11 )                   216           N/M
Operating profit (loss) margin under
GAAP                                                (1.0 )%                 15.5 %      (1,650 bps)
EBITDAre and Adjusted EBITDAre (1)       $           164         $           406         (59.6 )%
Diluted earnings per common share                      -                    0.25        (100.0 )%
NAREIT FFO and Adjusted FFO per
diluted share (1)                                   0.23                    0.48         (52.1 )%


All Owned Hotel Data (2):
                                                 Quarter ended March 31,
                                              2020                    2019            Change
All owned hotel revenues (pro forma)
(1)                                      $         1,052         $         1,314         (19.9 )%
All owned hotel EBITDA (pro forma) (1)               178                     400         (55.5 )%
All owned hotel EBITDA margin (pro
forma) (1)                                          16.9 %                  30.4 %      (1,350 bps)
Change in all owned hotel Total RevPAR
- Constant US$                                     (21.0 )%
Change in all owned hotel RevPAR -
Constant US$                                       (23.3 )%
Change in all owned hotel RevPAR -
Nominal US$                                        (23.4 )%
Change in domestic RevPAR                          (23.4 )%
Change in international RevPAR -
Constant US$                                       (19.1 )%
___________



(1) EBITDAre, Adjusted EBITDAre, NAREIT FFO per diluted share and Adjusted FFO


    per diluted share and all owned hotel operating results (including hotel
    revenues and hotel EBITDA and margins) are non-GAAP (U.S. Generally Accepted
    Accounting Principles) financial measures within the meaning of the rules of
    the SEC. See "Non-GAAP Financial Measures" for more information on these
    measures, including why we believe that these supplemental measures are
    useful, reconciliations to the most directly comparable GAAP measure, and the
    limitations on the use of these supplemental measures.

(2) Due to the COVID-19 pandemic and its effects on operations, we are presenting


    hotel operating results on an All Hotel pro forma basis. Thus, operating
    results are presented for all consolidated properties owned as of March 31,
    2020 and do not include the results of operations for properties sold in
    2019. Additionally, operating results for acquisitions in the current and
    prior year are reflected for full calendar years, to include results for
    periods prior to our ownership.




Operations

Total revenues declined $338 million, or 24.3%, for the quarter due to the suspended operations, as travel restrictions in most states began in mid-March of 2020 and starting then we experienced a sharp decline in group, business and leisure travel resulting from these restrictions and the postponement or cancellation of conventions and conferences, music and arts festivals, sporting events and other large public gatherings which are typically drivers of demand at our hotels. All owned hotel RevPAR and Total RevPAR for the quarter declined 23.3% and 21.0%, respectively, as occupancy and food and beverage revenues experienced significant declines.

All owned hotel Total RevPAR in our Miami and Florida Gulf Coast markets declined the least during the quarter, with decreases of 4.6% and 11.9%, respectively, due to the Super Bowl held in Miami in February and airline crew business at the Tampa Airport Marriott. The largest all owned hotel Total RevPAR declines during the quarter were in the San Antonio, Jacksonville and Washington, D.C. CBD markets, with declines of 46.9%, 32.5% and 28.7%, respectively, due to suspended operations at certain hotels in San Antonio and Washington, D.C. CBD and a significant decline in food and beverage revenues in Jacksonville. Our San Francisco/San Jose and New York markets, our two largest markets by room count, experienced all owned hotel Total RevPAR declines of 23.1% and 26.4%, respectively, as three hotels in San Francisco and one hotel in New York have suspended operations.

As a result of the travel restrictions beginning mid-March 2020:



       •  operating profit (loss) margin (calculated based on GAAP operating
          profit as a percentage of GAAP revenues) declined 1,650 basis points, to
          (1.0)%, for the first quarter due to the decline in revenues, partially
          offset by cost savings


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          measures, including significant reductions in staffing levels, reduced
          shared services fees and closure of food and beverage outlets;


       •  all owned hotel EBITDA margin, which excludes dispositions, depreciation
          expense and corporate expenses declined 1,350 basis points for the
          quarter;


  • net income (loss) for the quarter decreased $192 million;


  • diluted earnings (loss) per share for the quarter decreased $0.25, or 100.0%;


  • Adjusted EBITDAre decreased $242 million, or 59.6%, for the quarter; and


  • Adjusted FFO per diluted share decreased $0.25, or 52.1%, for the quarter.

Because the COVID-19 related restrictions on travel were primarily implemented in mid-March, our first quarter operating results above do not reflect the full impact of the COVID-19 pandemic and we expect a further steep decline in operating results for the second quarter of 2020 as compared to these first quarter results.

Outlook

The impact of the COVID-19 pandemic has resulted in significant downward revisions to macroeconomic and industry expectations for 2020. Government-imposed stay-at-home orders across the U.S. have resulted in unprecedented job losses and a severe decline in economic activity. Based on Blue Chip Economic Indicators, the economic consensus currently anticipates a 4.1% decline in real U.S. GDP this year, which would result in the sharpest contraction since World War II. Business investment is anticipated to fall by 9.1% and the number of individuals in the U.S. currently unemployed grew to over 30 million in April 2020. The range of potential outcomes on the economy and the lodging industry specifically is exceptionally wide, reflecting both the unpredictable nature of the disease and varying analyst assumptions surrounding the average length of the stay-at-home orders, their success in managing infection rates, and the timing and efficacy of medical solutions.

The Blue Chip Economic Indicators consensus also anticipates that the second quarter will see the sharpest contraction in real GDP, with a decline of 6.7% on a same-quarter-over-prior-year basis, followed by meaningful improvement in the second half of the year. Hotel supply growth is anticipated to be muted in the coming months as construction shutdowns have halted progress in six states, while social distancing measures and supply chain challenges have resulted in significant project delays across the rest of the U.S. In addition, a large percentage of U.S. hotels have closed temporarily, and we anticipate that the number of permanent hotel closures will be higher than historical averages. However, significant declines in industry demand resulting from reduced economic activity will more than offset the effect of lower supply growth, resulting in unprecedented occupancy and RevPAR declines. We anticipate that luxury and upper upscale hotels in top markets, which are the markets where a majority of our hotels are located, will be most heavily affected by the current crisis, due in part to the sharp decline in air travel and international travel in particular, which is expected to decline by over 50%. At the same time, we believe that as the crisis wanes, our resort hotels have the potential to outperform urban locations, benefiting from pent-up demand in the second half of the year, as industry analysts anticipate leisure travel to lead the recovery.

Despite the potential for improving macroeconomic trends in the second half of the year, assuming a gradual lifting of social distancing measures, we anticipate that the industry outlook will continue to be weighed down by the slow return of corporate and group travel, as businesses are likely to remain cautious. In addition, consumer confidence and leisure demand will continue to be affected by a weakened labor market and reduced wealth and spending power. Given the unprecedented and unpredictable nature of the pandemic and its effect on our industry, we are not able to provide a forecast for RevPAR, net income or EBITDA at this time.

Strategic Initiatives

Balance Sheet. During the quarter, we drew the entire $1.5 billion of capacity under the revolver portion of our credit facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 outbreak.

Capital Projects. We have cancelled or deferred certain projects, mainly composed of maintenance capital expenditures and elective renovations that will not impact hotel operations, which we expect will reduce capital expenditures spend by approximately $100 million to $125 million compared to our initial February 2020 forecast, representing approximately 50% of the projects not already completed, in construction or already procured. We have prioritized major capital projects in those assets and markets which are expected to recover faster such as leisure and drive-to destinations, as well as previously announced major return on investment



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projects. We are utilizing the low occupancy environment to accelerate certain projects and minimize future disruption. For full year 2020, we expect total capital expenditures of $450 million to $525 million. This total amount consists of ROI projects of approximately $290 million to $340 million and renewal and replacement expenditures of $160 million to $185 million. ROI projects include approximately $180 million to $200 million for the Marriott transformational capital program discussed below.

During the first quarter of 2020, we spent approximately $76 million on ROI capital projects and $55 million on renewal and replacement projects.

We have made substantial progress on the four-year Marriott transformational capital program for 17 of our properties, which began in 2018. We believe this program will make these hotels 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 FF&E reserves required under our management agreements, or approximately an average of $175 million per year, which amounts are included in the forecast range of 2020 capital expenditures reflected above. In exchange, Marriott has provided additional priority returns on the agreed upon investments and operating profit guarantees of up to $84 million, before reductions for incentive management fees, to offset expected business disruption. Nearly 50% of the total estimated costs of the transformational capital program have been spent as of March 31, 2020. Of the 17 properties included in the program, we expect to substantially complete the projects at the Coronado Island Marriott Resort & Spa, New York Marriott Downtown, San Francisco Marriott Marquis, Santa Clara Marriott, JW Marriott Atlanta Buckhead, Minneapolis Marriott City Center and San Antonio Marriott Rivercenter by the end of 2020.

Results of Operations

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



                                             Quarter ended March 31,
                                            2020                 2019             Change
Total revenues                         $        1,052       $        1,390            (24.3 )%
Operating costs and expenses:
Property-level costs (1)                        1,038                1,145             (9.3 )
Corporate and other expenses                       25                   29            (13.8 )
Operating profit (loss)                           (11 )                216              N/M
Interest expense                                   37                   43            (14.0 )
Other gains/(losses)                               (1 )                  5              N/M
Benefit (provision) for income taxes               37                   (2 )            N/M

Host Inc.:
Net income attributable to
non-controlling interests                           -                    3           (100.0 )
Net income (loss) attributable to
Host Inc.                                          (3 )                186              N/M

Host L.P.:
Net income attributable to
non-controlling interests                           -                    1           (100.0 )
Net income (loss) attributable to
Host L.P.                                          (3 )                188              N/M

___________

(1) Amount represents total operating costs and expenses from our unaudited

condensed consolidated statements of operations, less corporate and other


    expenses.


N/M=Not meaningful.

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Statement of Operations Results and Trends

For the first quarter of 2020, along with the significant declines in revenues and operating profit due to the COVID-19 pandemic, the results of hotels acquired or sold during the comparable periods impacted our year-over-year comparisons. Comparisons of our operations were affected by the acquisition of the 1 Hotel South Beach in February 2019, offset by the sale of 14 hotels in 2019. The table below presents the net increase/reduction in revenues and earnings due to the results of hotels acquired or sold during the comparable periods, collectively the "Property Transactions" (in millions):

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