10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-14625 (Host Hotels & Resorts, Inc.)

0-25087 (Host Hotels & Resorts, L.P.)

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact name of registrant as specified in its charter)


Maryland (Host Hotels & Resorts, Inc.) Delaware (Host Hotels & Resorts, L.P.) (State or Other Jurisdiction of Incorporation or Organization)		53-0085950 52-2095412 (I.R.S. Employer Identification No.)

4747 Bethesda Ave, Suite 1300 Bethesda, Maryland (Address of Principal Executive Offices)		20814 (Zip Code)

(240) 744-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


	Title of each class	Trading Symbol	Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.	Common Stock, $0.01 par value	HST	The Nasdaq Stock Market LLC
Host Hotels & Resorts, L.P.	None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Host Hotels & Resorts, Inc.	Yes ☑	No ☐
Host Hotels & Resorts, L.P.	Yes ☑	No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Host Hotels & Resorts, Inc.	Yes ☑	No ☐
Host Hotels & Resorts, L.P.	Yes ☑	No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Host Hotels & Resorts, Inc.
Large accelerated filer ☑	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

Host Hotels & Resorts, L.P.
Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Host Hotels & Resorts, Inc.	Yes ☐	No ☑
Host Hotels & Resorts, L.P.	Yes ☐	No ☑

As of August 3, 2022, there were 714,892,621 shares of Host Hotels & Resorts, Inc.’s common stock, $0.01 par value per share, outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context requires otherwise, references to “Host Inc.” mean Host Hotels & Resorts, Inc., a Maryland corporation, and references to “Host L.P.” mean Host Hotels & Resorts, L.P., a Delaware limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between Host Inc. and Host L.P. We use the terms “we,” “our” or “the company” to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise.

Host Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). Host Inc. owns properties 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”). The remaining OP units are owned by various unaffiliated limited partners. As the sole general partner of Host L.P., Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control. Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same persons who direct the management of Host L.P. As general partner with control of Host L.P., Host Inc. consolidates Host L.P. for financial reporting purposes, and Host Inc. does not have significant assets other than its investment in Host L.P. Therefore, the assets and liabilities of Host Inc. and Host L.P. are substantially the same on their respective condensed consolidated financial statements and the disclosures of Host Inc. and Host L.P. also are substantially similar. For these reasons, we believe that the combination into a single report of the quarterly reports on Form 10-Q of Host Inc. and Host L.P. results in benefits to management and investors.

The substantive difference between the filings of Host Inc. and Host L.P. is that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the condensed consolidated financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital for Host L.P.). Apart from the different equity treatment, the condensed consolidated financial statements of Host Inc. and Host L.P. are nearly identical.

This combined Form 10-Q for Host Inc. and Host L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting and separate CEO/CFO certifications. In addition, with respect to any other financial and non-financial disclosure items required by Form 10-Q, any material differences between Host Inc. and Host L.P. are discussed separately herein. For a more detailed discussion of the substantive differences between Host Inc. and Host L.P. and why we believe the combined filing results in benefits to investors, see the discussion in the combined Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Explanatory Note.”

HOST HOTELS & RESORTS, INC. AND HOST HOTELS & RESORTS, L.P.

INDEX

PART I. FINANCIAL INFORMATION


		Page No.
Item 1.	Financial Statements for Host Hotels & Resorts, Inc.:

	Condensed Consolidated Balance Sheets - June 30, 2022 (unaudited) and December 31, 2021	1

	Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended June 30, 2022 and 2021	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter and Year-to-date ended June 30, 2022 and 2021	3

	Condensed Consolidated Statements of Cash Flows (unaudited) - Year-to-date ended June 30, 2022 and 2021	4

	Financial Statements for Host Hotels & Resorts, L.P.:

	Condensed Consolidated Balance Sheets - June 30, 2022 (unaudited) and December 31, 2021	6

	Condensed Consolidated Statements of Operations (unaudited) - Quarter and Year-to-date ended June 30, 2022 and 2021	7

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Quarter and Year-to-date ended June 30, 2022 and 2021	8

	Condensed Consolidated Statements of Cash Flows (unaudited) - Year-to-date ended June 30, 2022 and 2021	9

	Notes to Condensed Consolidated Financial Statements (unaudited)	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44

Item 4.	Controls and Procedures	45

	PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 6.	Exhibits	47

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2022 and December 31, 2021

(in millions, except share and per share amounts)


	June 30, 2022			December 31, 2021
	unaudited
ASSETS
Property and equipment, net	$	9,538		$	9,994
Right-of-use assets		560			551
Assets held for sale		—			270
Due from managers		164			113
Advances to and investments in affiliates		126			42
Furniture, fixtures and equipment replacement fund		179			144
Notes receivable		413			—
Other		365			431
Cash and cash equivalents		699			807
Total assets	$	12,044		$	12,352

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes	$	3,112		$	3,109
Credit facility, including the term loans of $998 and $997, respectively		992			1,673
Mortgage and other debt		108			109
Total debt		4,212			4,891
Lease liabilities		572			564
Accounts payable and accrued expenses		113			85
Due to managers		35			42
Other		167			198
Total liabilities		5,099			5,780

Redeemable non-controlling interests - Host Hotels & Resorts, L.P.		163			126

Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized, 714.9 million shares and 714.1 million shares issued and outstanding, respectively		7			7
Additional paid-in capital		7,729			7,702
Accumulated other comprehensive loss		(74	)		(76	)
Deficit		(885	)		(1,192	)
Total equity of Host Hotels & Resorts, Inc. stockholders		6,777			6,441
Non-redeemable non-controlling interests—other consolidated partnerships		5			5
Total equity		6,782			6,446
Total liabilities, non-controlling interests and equity	$	12,044		$	12,352

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter and Year-to-date ended June 30, 2022 and 2021

(unaudited, in millions, except per share amounts)


	Quarter ended June 30,						Year-to-date ended June 30,
	2022			2021			2022			2021
REVENUES
Rooms	$	850		$	423		$	1,505		$	680
Food and beverage		405			137			702			214
Other		126			89			248			154
Total revenues		1,381			649			2,455			1,048
EXPENSES
Rooms		189			109			349			174
Food and beverage		245			105			445			167
Other departmental and support expenses		300			209			573			369
Management fees		62			21			102			32
Other property-level expenses		78			79			162			157
Depreciation and amortization		162			169			334			334
Corporate and other expenses		25			25			48			49
Gain on insurance and business interruption settlements		(7	)		—			(7	)		—
Total operating costs and expenses		1,054			717			2,006			1,282
OPERATING PROFIT (LOSS)		327			(68	)		449			(234	)
Interest income		6			—			7			1
Interest expense		(37	)		(43	)		(73	)		(85	)
Other gains		1			3			14			2
Equity in earnings of affiliates		2			25			4			34
INCOME (LOSS) BEFORE INCOME TAXES		299			(83	)		401			(282	)
Benefit (provision) for income taxes		(39	)		22			(23	)		68
NET INCOME (LOSS)		260			(61	)		378			(214	)
Less: Net (income) loss attributable to non-controlling interests		(4	)		1			(6	)		2
NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	256		$	(60	)	$	372		$	(212	)
Basic earnings (loss) per common share	$	0.36		$	(0.09	)	$	0.52		$	(0.30	)
Diluted earnings (loss) per common share	$	0.36		$	(0.09	)	$	0.52		$	(0.30	)

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Quarter and Year-to-date ended June 30, 2022 and 2021

(unaudited, in millions)


	Quarter ended June 30,						Year-to-date ended June 30,
	2022			2021			2022			2021
NET INCOME (LOSS)	$	260		$	(61	)	$	378		$	(214	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation and other comprehensive income of unconsolidated affiliates		(6	)		6			1			4
Change in fair value of derivative instruments		1			—			1			(1	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		(5	)		6			2			3
COMPREHENSIVE INCOME (LOSS)		255			(55	)		380			(211	)
Less: Comprehensive (income) loss attributable to non-controlling interests		(4	)		1			(6	)		2
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.	$	251		$	(54	)	$	374		$	(209	)

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Year-to-date ended June 30, 2022 and 2021

(unaudited, in millions)


	Year-to-date ended June 30,
	2022			2021
OPERATING ACTIVITIES
Net income (loss)	$	378		$	(214	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization		334			334
Amortization of finance costs, discounts and premiums, net		5			5
Stock compensation expense		10			9
Other gains		(14	)		(2	)
Gain on property insurance settlement		(6	)		—
Equity in earnings of affiliates		(4	)		(34	)
Change in due from/to managers		(53	)		(71	)
Distributions from investments in affiliates		20			4
Changes in other assets		43			(64	)
Changes in other liabilities		(5	)		(7	)
Net cash provided by (used in) operating activities		708			(40	)

INVESTING ACTIVITIES
Proceeds from sales of assets, net		217			6
Proceeds from loan receivable		—			9
Advances to and investments in affiliates		(44	)		(8	)
Acquisitions		—			(801	)
Capital expenditures:
Renewals and replacements		(78	)		(63	)
Return on investment		(162	)		(117	)
Property insurance proceeds		7			—
Net cash used in investing activities		(60	)		(974	)

FINANCING ACTIVITIES
Financing costs		—			(3	)
Repayment of credit facility		(683	)		—
Mortgage debt and other prepayments and scheduled maturities		(1	)		—
Issuance of common stock		—			138
Dividends on common stock		(21	)		—
Other financing activities		(10	)		(8	)
Net cash provided by (used in) financing activities		(715	)		127
Effects of exchange rate changes on cash held		(1	)		2
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(68	)		(885	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		953			2,476
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	885		$	1,591

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Year-to-date ended June 30, 2022 and 2021

(unaudited)

Supplemental disclosure of cash flow information (in millions):

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet to the amount shown in the statements of cash flows:


	June 30, 2022		June 30, 2021
Cash and cash equivalents	$	699	$	1,450
Restricted cash (included in other assets)		7		2
Cash included in furniture, fixtures and equipment replacement fund		179		139
Total cash and cash equivalents and restricted cash shown in the statements of cash flows	$	885	$	1,591

The following table presents cash paid (received) for the following:


	Year-to-date ended June 30,
	2022			2021
Total interest paid	$	69		$	83
Income tax refunds received	$	(7	)	$	—

Supplemental schedule of noncash investing and financing activities:

On January 20, 2022, we entered into definitive agreements with Noble Investment Group, LLC, and certain other entities and persons related to Noble Investment Group, LLC, pursuant to which we made an investment in a joint venture with Noble Investment Group. In connection with the investment, Host Hotels & Resorts, L.P. issued approximately 3.2 million OP units valued at approximately $56 million.

In connection with the sales of the Sheraton Boston Hotel in February 2022 and the Sheraton New York Times Square Hotel in April 2022, we issued bridge loans to the buyers for $163 million and $250 million, respectively. The proceeds received from the sales are net of the loans.

In 2021, non-cash consideration for the acquisition of the Four Seasons Resort Orlando at Walt Disney World® Resort included the assumption of hotel-level liabilities of approximately $24 million, consisting primarily of advance deposits received from guests for future stays, the cash related to which was retained by the seller.

See notes to condensed consolidated financial statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2022 and December 31, 2021

(in millions)


	June 30, 2022		December 31, 2021
	unaudited
ASSETS
Property and equipment, net	$	9,538	$	9,994
Right-of-use assets		560		551
Assets held for sale		—		270
Due from managers		164		113
Advances to and investments in affiliates		126		42
Furniture, fixtures and equipment replacement fund		179		144
Notes receivable