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

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

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

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

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

	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, December 31, 2022	$	7	$	7,717		$	(75	)	$	(939	)	$	5		$	6,715		$	164
Net income		—		—			—			497			1			498			7
Issuance of common stock for comprehensive stock plans, net		—		4			—			—			—			4			—
Repurchase of common       stock		—		(50	)		—			—			—			(50	)		—
Dividends declared on common stock		—		—			—			(194	)		—			(194	)		—
Distributions to non-controlling interests		—		—			—			—			(1	)		(1	)		(3	)
Other comprehensive income		—		—			5			—			—			5			—
Balance, June 30, 2023	$	7	$	7,671		$	(70	)	$	(636	)	$	5		$	6,977		$	168

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, March 31, 2023	$	7	$	7,663	$	(73	)	$	(739	)	$	5		$	6,863		$	167
Net income		—		—		—			210			1			211			3
Issuance of common stock for comprehensive stock plans, net		—		8		—			—			—			8			—
Dividends declared on common stock		—		—		—			(107	)		—			(107	)		—
Distributions to non-controlling interests		—		—		—			—			(1	)		(1	)		(2	)
Other comprehensive income		—		—		3			—			—			3			—
Balance, June 30, 2023	$	7	$	7,671	$	(70	)	$	(636	)	$	5		$	6,977		$	168

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests		Total equity			Redeemable, non-controlling interests
Balance, December 31, 2021	$	7	$	7,702	$	(76	)	$	(1,192	)	$	5	$	6,446		$	126
Net income		—		—		—			372			—		372			6
Issuance of common stock for comprehensive stock plans, net		—		3		—			—			—		3			—
Dividends declared on common stock		—		—		—			(65	)		—		(65	)		—
Issuance of common OP units		—		—		—			—			—		—			56
Distributions to non-controlling interests		—		—		—			—			—		—			(1	)
Changes in ownership and other		—		24		—			—			—		24			(24	)
Other comprehensive income		—		—		2			—			—		2			—
Balance, June 30, 2022	$	7	$	7,729	$	(74	)	$	(885	)	$	5	$	6,782		$	163

	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings / (Deficit)			Non-redeemable, non-controlling interests			Total equity			Redeemable, non-controlling interests
Balance, March 31, 2022	$	7	$	7,680	$	(69	)	$	(1,098	)	$	5		$	6,525		$	203
Net income (loss)		—		—		—			256			(1	)		255			5
Issuance of common stock for comprehensive stock plans, net		—		12		—			—			—			12			—
Dividends declared on common      stock		—		—		—			(43	)		—			(43	)		—
Distributions to non-controlling      interests		—		—		—			—			—			—			(1	)
Changes in ownership and other		—		37		—			—			1			38			(44	)
Other comprehensive loss		—		—		(5	)		—			—			(5	)		—
Balance, June 30, 2022	$	7	$	7,729	$	(74	)	$	(885	)	$	5		$	6,782		$	163

Capital of Host L.P.

As of June 30, 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 unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each common OP unit.

In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units to Host Inc. based on the applicable conversion ratio. Additionally, funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P.

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

	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, December 31, 2022	$	1	$	6,784		$	(75	)	$	5		$	6,715		$	164
Net income		—		497			—			1			498			7
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		4			—			—			4			—
Repurchase of common OP units		—		(50	)		—			—			(50	)		—
Distributions declared on common OP units		—		(194	)		—			—			(194	)		(3	)
Distributions to non-controlling interests		—		—			—			(1	)		(1	)		—
Other comprehensive income		—		—			5			—			5			—
Balance, June 30, 2023	$	1	$	7,041		$	(70	)	$	5		$	6,977		$	168

	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, March 31, 2023	$	1	$	6,930		$	(73	)	$	5		$	6,863		$	167
Net income		—		210			—			1			211			3
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		8			—			—			8			—
Distributions declared on common OP units		—		(107	)		—			—			(107	)		(2	)
Distributions to non-controlling interests		—		—			—			(1	)		(1	)		—
Other comprehensive income		—		—			3			—			3			—
Balance, June 30, 2023	$	1	$	7,041		$	(70	)	$	5		$	6,977		$	168

	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests		Total capital			Limited partnership interests of third parties
Balance, December 31, 2021	$	1	$	6,516		$	(76	)	$	5	$	6,446		$	126
Net income		—		372			—			—		372			6
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		3			—			—		3			—
Distributions declared on common OP units		—		(65	)		—			—		(65	)		(1	)
Issuance of common OP units		—		—			—			—		—			56
Changes in ownership and other		—		24			—			—		24			(24	)
Other comprehensive income		—		—			2			—		2			—
Balance, June 30, 2022	$	1	$	6,850		$	(74	)	$	5	$	6,782		$	163

	General Partner		Limited Partner			Accumulated Other Comprehensive Income (Loss)			Non-controlling interests			Total capital			Limited partnership interests of third parties
Balance, March 31, 2022	$	1	$	6,588		$	(69	)	$	5		$	6,525		$	203
Net income (loss)		—		256			—			(1	)		255			5
Issuance of common OP units to Host Inc. for comprehensive stock plans, net		—		12			—			—			12			—
Distributions declared on common      OP units		—		(43	)		—			—			(43	)		(1	)
Changes in ownership and other		—		37			—			1			38			(44	)
Other comprehensive loss		—		—			(5	)		—			(5	)		—
Balance, June 30, 2022	$	1	$	6,850		$	(74	)	$	5		$	6,782		$	163

Share Repurchases

During the first quarter of 2023, we repurchased 3.2 million shares at an average price of $15.65 per share, exclusive of commissions, through our common share repurchase program for a total of $50 million. There were no share repurchases in the second quarter of 2023. As of June 30, 2023, there was $923 million available for repurchase under our common share repurchase program.

Issuance of Common Stock

On May 31, 2023, we entered into a distribution agreement with J. P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents pursuant to which Host Inc. may offer and sell, from time to time, shares of Host Inc. common stock having an aggregate offering price of up to $600 million. The sales will be made in transactions that are deemed to be “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. 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 during the first half of 2023. As of June 30, 2023, there was $600 million of remaining capacity under the agreement.

Dividends/Distributions

On June 14, 2023, Host Inc.'s Board of Directors announced a regular quarterly cash dividend of $0.15 per share on its common stock. The dividend was paid on July 17, 2023 to stockholders of record as of June 30, 2023. Accordingly, Host L.P. made a distribution of $0.1532241 per unit on its common OP units based on the current conversion ratio.