8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 29, 2016

HOST HOTELS & RESORTS, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-14625	53-0085950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6903 Rockledge Drive, Suite 1500 Bethesda, Maryland	20817
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (240) 744-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2016, Host Hotels & Resorts, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Report.

The information in this Report, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933 regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Host Hotels & Resorts, Inc.’s earnings release for the first quarter of 2016.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOST HOTELS & RESORTS, INC.
Date: April 29, 2016	By:	/S/ BRIAN G. MACNAMARA
	Name:	Brian G. Macnamara
	Title:	Senior Vice President, Corporate Controller

EXHIBIT INDEX

Exhibit No.	Description
99.1	Host Hotels & Resorts, Inc.’s earnings release for the first quarter of 2016.

EX-99.1

	Exhibit 99.1
	Gregory J. Larson Chief Financial Officer 240.744.5120 Gee Lingberg Vice President 240.744.5275

NEWS RELEASE

HOST HOTELS & RESORTS, INC. REPORTS RESULTS FOR THE FIRST QUARTER 2016

BETHESDA, MD; April 29, 2016 – Host Hotels & Resorts, Inc. (NYSE: HST), the nation’s largest lodging real estate investment trust (“REIT”), today announced results of operations for the first quarter of 2016.

“We are pleased with our first quarter operations, as solid demand growth and significantly less disruption from renovation led to solid comparable hotel RevPAR growth of 3.6%, exceeding the U.S. upper-upscale and luxury hotel average by 170 basis points,” said W. Edward Walter, President and Chief Executive Officer. “We remain committed to our long-term goal of returning value to our stockholders through consistently strong dividends and stock repurchases. We continue to make significant progress toward our asset sale goals and expect continued improvement in our operational and financial performance throughout the remainder of the year.”

Operating Results⁽¹⁾

(in millions, except per share and hotel statistics)  

	Quarter ended March 31,				Percent
	2016		2015		Change
Total revenues	$	1,339	$	1,302	2.8%
Comparable hotel revenues (2)	1,211		1,172		3.2%
Net income	184		99		85.9%
Adjusted EBITDA (2)	345		321		7.5%
Change in comparable hotel RevPAR:
Domestic properties	3.4%
International properties - Constant US$	9.6%
Total - Constant US$	3.6%
Diluted earnings per share	$	.24	$	.13	84.6%
NAREIT FFO and Adjusted FFO per diluted share (2)	.41		.35		17.1%
___________

(1) During the quarter, the Company adopted a new accounting pronouncement regarding consolidation, and, as a result, deconsolidated the partnership which owns the Fort Lauderdale Marriott Harbor Beach Resort & Spa and restated prior periods to reflect the new treatment.

(2) NAREIT Funds From Operations (“FFO”) per diluted share, Adjusted FFO per diluted share, Adjusted EBITDA and comparable hotel results are non-GAAP (U.S. generally accepted accounting principles) financial measures within the meaning of the rules of the Securities and Exchange Commission (“SEC”). See the Notes to Financial Information on why the Company believes these supplemental measures are useful, reconciliations to the most directly comparable GAAP measure, and the limitations on the use of these supplemental measures.

First quarter 2016 results reflect the following:

· Comparable RevPAR on a constant dollar basis improved 3.6% for the quarter, driven by a 0.7% increase in average room rate and a 210 basis point increase in occupancy to 75.5%. The occupancy improvements were driven by a 5% increase in transient demand, based on average rooms sold per night.  Group revenues were essentially flat during the quarter, as improvements during January and February were offset by weaker group demand in March due in part to the shift of the Easter holiday into the first quarter in 2016.

· Comparable RevPAR at the Company’s domestic properties improved 3.4% for the quarter. The strongest domestic markets in the first quarter were the San Francisco and Los Angeles markets, with RevPAR increases of

12.5% and 12.2%, respectively. The Company’s Boston and Denver properties lagged the portfolio with decreases in comparable hotel RevPAR for the quarter of 1.9% and 2.8%, respectively.   

· On a constant dollar basis, RevPAR at the Company’s comparable international properties increased 9.6% for the quarter predominately due to an increase of 22.1% at the Company’s Latin American hotels, reflecting the stabilization in occupancy at the ibis and Novotel Rio de Janeiro Parque Olimpico properties, which opened in the fourth quarter of 2014, and increased travel related to the upcoming Olympic Games in Rio de Janeiro.

· The Company experienced a 1% increase in comparable food and beverage revenue for the quarter, which combined with well controlled labor and other costs, led to strong growth in food and beverage margins.

· Comparable hotel EBITDA margins increased 90 basis points for the quarter, leading to an increase in Comparable Hotel EBITDA of 6.8%. The improvements in margins were driven by an 11.3% decrease in utility costs at comparable hotels, reflecting mild winter weather, favorable gas and electric prices as well as the impact of the Company’s energy conservation projects. For the Company’s New York properties, where it recently completed steam-to-gas conversions for the New York Marriott Marquis and Sheraton New York, utility costs decreased 25%. Productivity improvements for the rooms and F&B departments accounted for the remainder of the margin improvements.

· NAREIT and Adjusted FFO per diluted share improved 17%, as improvements in operations, coupled with benefits from the Company’s recent share repurchases and lower interest expense due to refinancing efforts in 2015, led to a $.06 improvement on a per share basis.

· Net income increased $85 million to $184 million in the first quarter. Along with the improvement in operations discussed above, net income was affected by an increase in gain on sale of assets of $55 million in the first quarter.

Share Repurchase Program and Dividends

Since its year-end 2015 earnings call on February 17, 2016, the Company has distributed $230 million of capital to its stockholders through dividends and stock repurchases. Year-to-date, the Company repurchased 5.1 million shares at an average price of $16.08 for a total purchase price of approximately $81 million. The Company currently has $242 million of repurchase capacity under its share repurchase program authorized by the Board of Directors in October 2015. The common stock may be purchased in the open market or through private transactions from time to time through December 31, 2016, depending upon market conditions. The plan does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at its discretion.

The Company paid a regular quarterly cash dividend of $0.20 per share on its common stock on April 15, 2016 to stockholders of record as of March 31, 2016. The Company is committed to sustaining a meaningful dividend, subject to approval by the Company’s Board of Directors.

Capital Allocation

The Company continues to execute on its strategic plan of reallocating capital out of markets where it expects lower growth or higher capital expenditure requirements.  Proceeds from these sales have been utilized as a source of funds for the Company’s stock repurchase program, capital expenditure programs, and other corporate initiatives. During the first quarter, the Company disposed of three non-core assets: the 200-room ibis Wellington, New Zealand; the 139-room Novotel Wellington, New Zealand; and the 350-room San Diego Marriott Mission Valley. Additionally, the Company has five hotels currently under contract which are expected to be sold in the second quarter, subject to customary closing conditions. For the eight properties disposed of or under contract in 2016, the combined average 2015 RevPAR was $112 compared to the Company’s first quarter 2016 comparable RevPAR of $166. The following table is a summary of our completed and pending disposition activity for 2016 (in US$ in millions):

Page 2 of 23

	Sale Price		Mortgage Debt Repayment		Net Proceeds
Year-to-date 2016 Sales
Novotel Wellington	$	22	$	9	$	13
San Diego Marriott Mission Valley		76		—		76
ibis Wellington		23		11		12
Total Sales	$	121	$	20	$	101
Hotels Under Contract (1)	$	340	$	—	$	340
___________

(1) Represents five hotels currently under contract that are subject to various closing conditions. There can be no assurances that these properties will be sold in the second quarter or at the sales priced indicated.

The net impact on the Company’s forecast as a result of the 2016 sales discussed above, including the five properties under contract, is a decrease to net income (excluding gain on sale) and Adjusted EBITDA of $13 million and $30 million, respectively. This represents an increase of $5 million and $16 million, respectively, from our previous guidance.

Balance Sheet

The Company’s strong balance sheet is a key competitive advantage that provides flexibility to take advantage of opportunities throughout the lodging cycle, positioning the Company for external growth. Additionally, the Company’s long term unsecured debt currently maintains an investment grade rating. At March 31, 2016, the Company had approximately $234 million of cash and total debt of $4.0 billion, with an average maturity of 5.6 years and an average interest rate of 3.6%.

Subsequent to quarter end, the Company drew on its credit facility to repay the $100 million mortgage loan secured by the Hyatt Regency Reston hotel.

Redevelopment, Return On Investment (“ROI”) and Acquisition Capital Projects

The Company invested approximately $73 million in the first quarter on redevelopment, ROI and acquisition capital expenditures. Spending for the first quarter, which represents approximately 40% of the Company’s anticipated 2016 redevelopment and ROI expenditures, reflects the on-going redevelopment at the Marriott Marquis San Diego Marina, which will be completed in June, Denver Marriott Tech Center and Hyatt Regency San Francisco Airport, as well as the completion of several of the Company’s major 2015 redevelopments.  

For 2016, the Company expects to invest approximately $185 million to $200 million in redevelopment projects, ROI, and acquisition capital expenditures or a decline of approximately $83 million from 2015.

Renewal and Replacement Expenditures

The Company invested approximately $94 million in the first quarter in renewal and replacement capital expenditures. Significant projects completed during the first quarter include the guestrooms at the Ritz-Carlton Marina Del Rey, Coronado Island Marriott Resort & Spa, and the Houston Marriott at the Texas Medical Center; and ballrooms at the Santa Clara Marriott, the Hyatt Regency Reston Marina Del Rey Marriott and the Costa Mesa Marriott.

For 2016, the Company expects to invest between $305 million to $320 millionin renewal and replacement capital expenditures, a decrease of approximately $75 million from 2015.

European Joint Venture

The European joint venture’s comparable hotel RevPAR decreased approximately 3.1% on a constant euro basis for the first quarter due to a decrease in occupancy of 410 basis points, as results were negatively affected by the tragic terrorist attacks in Brussels and Paris. On March 31, 2016, the Euro JV made a distribution of €33 million to its partners, of which Host’s share was approximately €11 million ($12 million).

2016 Outlook

While the overall economic outlook remains uncertain, consensus estimates of GDP and employment growth continue to point toward demand growth in the near term. During 2016, the company expects to benefit from its 2015 value enhancement and rebranding initiatives, which should lead to continued RevPAR growth. Additionally, the guidance

Page 3 of 23

reflects hotel dispositionsnoted in the table on page 3 and the related reduction to Adjusted EBITDA of $30 million and net income (excluding gain on sale) of $13 million. Adjusted for these dispositions, this represents an increase of $16 million and $5 million, respectively, from our previous guidance. The Company anticipates that its 2016 operating results will be in the following range:

	Full Year 2016
	Low-end of range	High-end of range
Total comparable hotel RevPAR - Constant US$	3.0%	4.0%
Total revenues under GAAP	1.5%	2.4%
Operating profit margin under GAAP	40 bps	90 bps
Comparable hotel EBITDA margins	25 bps	65 bps

Based upon the above parameters, the Company estimates its 2016 guidance as follows (in millions, except per share amounts):

	Full Year 2016
	Low-end of range		High-end of range
Earnings per diluted share	$	.96	$	1.00
Net income		726		759
NAREIT FFO per diluted share		1.65		1.69
Adjusted FFO per diluted share		1.65		1.69
Adjusted EBITDA		1,440		1,475

See the 2016 Forecast Schedules and the Notes to Financial Information for other assumptions used in the forecasts and items that may affect forecast results.

About Host Hotels & Resorts

Host Hotels & Resorts, Inc. is an S&P 500 and Fortune 500 company and is the largest lodging real estate investment trust and one of the largest owners of luxury and upper-upscale hotels. The Company currently owns 92 properties in the United States and 11 properties internationally totaling approximately 56,000 rooms. The Company also holds non-controlling interests in six joint ventures, including one in Europe that owns 10 hotels with approximately 3,900 rooms and one in Asia that has interests in five hotels in India. Guided by a disciplined approach to capital allocation and aggressive asset management, the Company partners with premium brands such as Marriott^®, Ritz-Carlton^®, Westin^®, Sheraton^®, W^®, St. Regis^®, Le Méridien^®, The Luxury Collection^®, Hyatt^®, Fairmont^®, Hilton^®, Swissôtel^®, ibis^®, Pullman^®, and Novotel^® as well as independent brands in the operation of properties in over 50 major markets worldwide. For additional information, please visit the Company’s website at www.hosthotels.com.

Note: This press release contains forward-looking statements within the meaning of federal securities regulations. These forward-looking statements include forecast results and are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “plan,” “predict,” “project,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: changes in national and local economic and business conditions and other factors such as natural disasters, pandemics and weather that will affect occupancy rates at our hotels and the demand for hotel products and services; the impact of geopolitical developments outside the U.S. on lodging demand; volatility in global financial and credit markets; operating risks associated with the hotel business; risks and limitations in our operating flexibility associated with the level of our indebtedness and our ability to meet covenants in our debt agreements; risks associated with our relationships with property managers and joint venture partners; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; the effects of hotel renovations on our hotel occupancy and financial results; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; risks associated with our ability to complete acquisitions and dispositions and develop new properties and the risks that acquisitions and new developments may not perform in accordance with our expectations; our ability to continue to satisfy complex rules in order for us to remain a REIT for federal income tax purposes; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to make special dividends; and other risks and uncertainties associated with our business described in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of April 29, 2016, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

* This press release contains registered trademarks that are the exclusive property of their respective owners. None of the owners of these trademarks has any responsibility or liability for any information contained in this press release.

Page 4 of 23

*** Tables to Follow ***

Host Hotels & Resorts, Inc., herein referred to as “we” or “Host Inc.,” is a self-managed and self-administered real estate investment trust (“REIT”) that owns hotel properties. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Hotels & Resorts, L.P. (“Host LP”), of which we are the sole general partner. When distinguishing between Host Inc. and Host LP, the primary difference is approximately 1% of the partnership interests in Host LP held by outside partners as of March 31, 2016, which is non-controlling interests in Host LP in our consolidated balance sheets and is included in net income attributable to non-controlling interests in our consolidated statements of operations. Readers are encouraged to find further detail regarding our organizational structure in our annual report on Form 10-K.

2016 OPERATING RESULTS	PAGE NO.
Condensed Consolidated Balance Sheets      March 31, 2016 (unaudited) and December 31, 2015	7
Condensed Consolidated Statements of Operations (unaudited)      Quarter Ended March 31, 2016 and 2015	8
Earnings per Common Share (unaudited)      Quarter Ended March 31, 2016 and 2015	9
Hotel Operating Data
Hotel Operating Data for Consolidated Hotels (by Market and Property Type)	10
Hotel Operating Data – European Joint Venture Hotels	11
Schedule of Comparable Hotel Results	12
Other Financial Data	14
Reconciliation of Net Income to EBITDA and Adjusted EBITDA	15
Reconciliation of Net Income to NAREIT and Adjusted Funds From Operations per Diluted Share	16
2016 FORECAST INFORMATION
Reconciliation of Net Income to EBITDA, Adjusted EBITDA and NAREIT and Adjusted Funds From Operations per Diluted Share for 2016 Forecasts	17
Schedule of Comparable Hotel EBITDA Margin for 2016 Forecasts	18
Notes to Financial Information	19

Page 5 of 23

HOST HOTELS & RESORTS, INC.

Condensed Consolidated Balance Sheets ⁽¹⁾

(in millions, except shares and per share amounts)

	March 31, 2016			December 31, 2015(2)
	(unaudited)
ASSETS
Property and equipment, net	$	10,551		$	10,583
Assets held for sale		30			55
Due from managers		135			56
Advances to and investments in affiliates		313			324
Furniture, fixtures and equipment replacement fund		152			141
Other		260			261
Restricted cash		15			15
Cash and cash equivalents		234			221
Total assets	$	11,690		$	11,656
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY
Debt
Senior notes	$	2,377		$	2,376
Credit facility, including the term loans of $996 million		1,401			1,291
Mortgage debt		183			200
Total debt		3,961			3,867
Accounts payable and accrued expenses		215			243
Liabilities held for sale		2			—
Other		295			299
Total liabilities		4,473			4,409
Non-controlling interests - Host Hotels & Resorts, L.P.		156			143
Host Hotels & Resorts, Inc. stockholders’ equity:
Common stock, par value $.01, 1,050 million shares authorized,      746.2 million shares and 750.3 million shares issued and outstanding,      respectively		7			8
Additional paid-in capital		8,214			8,302
Accumulated other comprehensive loss		(94	)		(107	)
Deficit		(1,107	)		(1,139	)
Total equity of Host Hotels & Resorts, Inc. stockholders		7,020			7,064
Non-controlling interests—other consolidated partnerships		41			40
Total equity		7,061			7,104
Total liabilities, non-controlling interests and equity	$	11,690		$	11,656
___________

(1) Our condensed consolidated balance sheet as of March 31, 2016 has been prepared without audit. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been omitted.  

(2) The Company has adopted a new accounting pronouncement regarding consolidation, and, as a result, deconsolidated the partnership which owns the Fort Lauderdale Marriott Harbor Beach Resort & Spa and restated prior periods. See Notes to Financial Information for further discussion.                             

Page 6 of 23

HOST HOTELS & RESORTS, INC.

Condensed Consolidated Statement of Operations ⁽¹⁾

(unaudited, in millions, except per share amounts)

	Quarter ended March 31,
	2016			2015 (2)
Revenues
Rooms	$	843		$	818
Food and beverage		408			403
Other		88			81
Total revenues		1,339			1,302
Expenses
Rooms		221			220
Food and beverage		284			283
Other departmental and support expenses		328			321
Management fees		57			52
Other property-level expenses		93			96
Depreciation and amortization		181			173
Corporate and other expenses (3)		27			24
Gain on insurance settlements		(3	)		—
Total operating costs and expenses		1,188			1,169
Operating profit		151			133
Interest income		1			1
Interest expense		(39	)		(49	)
Gain on sale of assets		59			4
Gain (loss) on foreign currency transactions and derivatives		1			(2	)
Equity in earnings of affiliates		2			3
Income before income taxes		175			90
Benefit for income taxes		9			9
Net income		184			99
Less: Net income attributable to non-controlling interests		(2	)		(1	)
Net income attributable to Host Inc.	$	182		$	98
Basic and diluted earnings per common share	$	.24		$	.13
___________

(1) Our condensed consolidated statements of operations presented above have been prepared without audit. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been omitted.              

(2) The Company has adopted a new accounting pronouncement regarding consolidation, and, as a result, deconsolidated the partnership which owns the Fort Lauderdale Marriott Harbor Beach Resort & Spa and restated prior periods. See Notes to Financial Information for further discussion.                

(3) Corporate and other expenses include the following items:

	Quarter ended March 31,
	2016		2015
General and administrative costs	$	24	$	25
Non-cash stock-based compensation expense		3		5
Litigation (recoveries)/accruals and acquisition costs, net		—		(6	)
Total	$	27	$	24

Page 7 of 23

HOST HOTELS & RESORTS, INC.

Earnings per Common Share

(unaudited, in millions, except per share amounts)

	Quarter ended March 31,
	2016			2015 (2)
Net income	$	184		$	99
Less: Net income attributable to non-controlling interests		(2	)		(1	)
Net income attributable to Host Inc.	$	182		$	98
Basic weighted average shares outstanding		749.6			756.0
Assuming distribution of common shares granted under      the comprehensive stock plans, less shares assumed      purchased at market		.1			.3
Diluted weighted average shares outstanding (1)		749.7			756.3
Basic and diluted earnings per common share	$	.24		$	.13
___________

(1) Dilutive securities may include shares granted under comprehensive stock plans, preferred operating partnership units (“OP Units”) held by minority partners, exchangeable debt securities and other non-controlling interests that have the option to convert their limited partnership interests to common OP Units. No effect is shown for any securities that were anti-dilutive for the period.  

(2) The Company has adopted a new accounting pronouncement regarding consolidation, and, as a result, deconsolidated the partnership which owns the Fort Lauderdale Marriott Harbor Beach Resort & Spa and restated prior periods. See Notes to Financial Information for further discussion.  

Page 8 of 23

HOST HOTELS & RESORTS, INC.

Hotel Operating Data for Consolidated Hotels ⁽¹⁾

Comparable Hotels by Market in Constant US$

	As of March 31, 2016				Quarter ended March 31, 2016							Quarter ended March 31, 2015
Market (2)	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Boston		4		3,185	$	185.93		69.1	%	$	128.51	$	191.62		68.3	%	$	130.95		(1.9	)%
New York		8		6,960		234.65		79.6			186.85		246.23		75.4			185.69		0.6
Washington, D.C.		12		6,023		206.59		70.6			145.81		205.24		66.2			135.95		7.3
Atlanta		6		2,280		189.92		75.6			143.54		183.47		74.4			136.50		5.2
Florida		8		4,559		280.34		82.8			231.99		278.20		83.0			231.00		0.4
Chicago		6		2,392		148.41		60.7			90.11		154.75		58.1			89.86		0.3
Denver		2		735		164.96		64.2			105.96		166.70		65.4			109.01		(2.8	)
Houston		3		1,142		208.01		73.9			153.65		219.29		68.8			150.77		1.9
Phoenix		3		1,241		284.50		82.3			234.22		284.94		82.3			234.42		(0.1	)
Seattle		3		1,774		174.89		69.6			121.72		166.85		72.2			120.47		1.0
San Francisco		4		2,912		286.77		80.1			229.72		254.48		80.2			204.17		12.5
Los Angeles		8		3,228		202.69		83.2			168.58		186.54		80.5			150.25		12.2
San Diego		3		2,981		205.11		81.4			166.88		206.51		81.5			168.26		(0.8	)
Hawaii		3		1,682		356.03		90.6			322.63		351.79		90.2			317.19		1.7
Other		11		7,270		182.14		71.6			130.50		180.37		68.9			124.29		5.0
Domestic		84		48,364		222.14		75.9			168.52		220.52		73.9			162.99		3.4
Asia-Pacific		3		685	$	171.19		89.1	%	$	152.52	$	170.18		87.3	%	$	148.61		2.6	%
Canada		2		849		151.98		50.7			77.08		153.89		49.2			75.79		1.7
Latin America		4		964		190.71		66.8			127.34		192.12		54.3			104.30		22.1
International		9		2,498		173.70		67.6			117.44		173.20		61.9			107.14		9.6
All Markets -   Constant US$		93		50,862		219.99		75.5			166.00		218.55		73.3			160.23		3.6

All Owned Hotels in Constant US$ ⁽³⁾

	As of March 31, 2016				Quarter ended March 31, 2016							Quarter ended March 31, 2015
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Comparable Hotels		93		50,862	$	219.99		75.5	%	$	166.00	$	218.55		73.3	%	$	160.23		3.6	%
Non-comparable Hotels (Pro forma)		10		5,308		233.06		63.3			147.44		232.33		70.6			163.93		(10.1	)
All Hotels		103		56,170		221.04		74.3			164.24		219.80		73.1			160.57		2.3

Comparable Hotels in Nominal US$  

	As of March 31, 2016				Quarter ended March 31, 2016							Quarter ended March 31, 2015
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Asia-Pacific		3		685	$	171.19		89.1	%	$	152.52	$	186.42		87.3	%	$	162.79		(6.3	)%
Canada		2		849		151.98		50.7			77.08		169.51		49.2			83.48		(7.7	)
Latin America		4		964		190.71		66.8			127.34		244.20		54.3			132.57		(3.9	)
International		9		2,498		173.70		67.6			117.44		201.34		61.9			124.55		(5.7	)
Domestic		84		48,364		222.14		75.9			168.52		220.52		73.9			162.99		3.4
All Markets		93		50,862		219.99		75.5			166.00		219.72		73.3			161.09		3.0

Comparable Hotels by Type in Nominal US$

	As of March 31, 2016				Quarter ended March 31, 2016							Quarter ended March 31, 2015
Property type (2)	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Urban		54		32,957	$	209.62		75.1	%	$	157.40	$	211.55		72.1	%	$	152.44		3.3	%
Suburban		21		7,672		201.95		70.5			142.38		194.43		69.4			134.97		5.5
Resort		11		7,102		310.18		80.6			250.03		304.83		81.8			249.24		0.3
Airport		7		3,131		155.16		79.7			123.74		150.99		76.9			116.07		6.6
All Types		93		50,862		219.99		75.5			166.00		219.72		73.3			161.09		3.0
___________

Page 9 of 23

HOST HOTELS & RESORTS, INC.

Hotel Operating Data for Consolidated Hotels ⁽¹⁾ (cont.)

(1) See the Notes to Financial Information for a discussion of comparable hotel operating statistics and constant US$ presentation. Nominal US$ results include the effect of currency fluctuations, consistent with our financial statement presentation.

(2) See the Notes to Financial Information for a description of these markets and property types.

(3) Operating statistics are presented for all consolidated properties owned as of March 31, 2016 and do not include the results of operations for properties sold in 2016 or 2015. Additionally, all owned hotel operating statistics include hotels that we did not own for the entirety of the periods presented and properties that are undergoing large-scale capital projects during the periods presented and, therefore, are not considered comparable hotel information upon which we usually evaluate our performance. Specifically, comparable RevPAR is calculated as revenues divided by the available room nights, which will rarely vary on a year-over-year basis. Conversely, the available room nights included in the non-comparable RevPAR statistic will vary widely based on the timing of hotel closings, the scope of a capital project, or the development of a new property. As a result, the RevPAR change of 2.3% for the quarter for the 103 hotels owned as of March 31, 2016 is non-comparable because the available room nights are not consistent and certain of these properties had little or no revenues during those periods. See the Notes to Financial Information for further information on these pro forma statistics and the limitations on their use. The following hotels are considered non-comparable for the periods presented:

· Non-comparable hotels -This represents nine hotels under significant renovations in either 2015 or 2016: The Camby Hotel, The Logan, the Axiom Hotel, the Houston Airport Marriott at George Bush Intercontinental, the Hyatt Regency San Francisco Airport, the Denver Marriott Tech Center, the Marriott Marquis San Diego Marina, the San Cristobal Tower, Santiago and the Sheraton Santiago Hotel & Convention Center. It also includes The Phoenician, acquired in June 2015, which we were able to obtain historical operating data for periods prior to our ownership, which are presented on a pro forma basis assuming we owned the hotels as of January 1, 2015. As a result, the RevPAR decrease of 10.1% for the quarter for these ten hotels is considered non-comparable.

HOST HOTELS & RESORTS, INC.  

Hotel Operating Data – European Joint Venture

	As of March 31, 2016				Quarter ended March 31, 2016							Quarter ended March 31, 2015
	No. of Properties		No. of Rooms		Average Room Rate		Average Occupancy Percentage			RevPAR		Average Room Rate		Average Occupancy Percentage			RevPAR		Percent Change in RevPAR
Total comparable -      in Constant      Euros (1)		10		3,895	€	192.57		63.6	%	€	122.38	€	186.61		67.7	%	€	126.28		(3.1	)%
Total comparable -      in Nominal      Euros (1)		10		3,895		192.57		63.6			122.38		187.52		67.7			126.90		(3.6	)
___________

(1) Total comparable statistics include the operating performance for the 10 properties in the joint venture with comparable results (determined on the same basis as our consolidated comparable hotel portfolio). See Notes to Financial Information for a discussion of the constant Euro and nominal Euro presentation.

Page 10 of 23

HOST HOTELS & RESORTS, INC.

Schedule of Comparable Hotel Results ⁽¹⁾

(unaudited, in millions, except hotel statistics)

	Quarter ended March 31,
	2016			2015
Number of hotels		93			93
Number of rooms		50,862			50,862
Change in comparable hotel RevPAR -
Constant US$		3.6	%		—
Nominal US$		3.0	%		—
Operating profit margin (2)		11.3	%		10.2	%
Comparable hotel EBITDA margin (2)		26.3	%		25.4	%
Comparable hotel revenues
Room	$	769		$	737
Food and beverage (3)		370			366
Other		72			69
Comparable hotel revenues (4)		1,211			1,172
Comparable hotel expenses
Room		203			198
Food and beverage (5)		256			255
Other		26			31
Management fees, ground rent and other costs		407			390
Comparable hotel expenses (6)		892			874
Comparable hotel EBITDA		319			298
Non-comparable hotel results, net (7)		40			32
Depreciation and amortization		(181	)		(173	)
Interest expense		(39	)		(49	)
Benefit for income taxes		9			9
Gain on sale of property and corporate level income/expense		36			(18	)
Net income	$	184		$	99
___________

(1) See the Notes to Financial Information for a discussion of non-GAAP measures and the calculation of comparable hotel results. For additional information on comparable hotel EBITDA by market, see the supplemental information posted on our website.

(2) Operating profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP operating profit margins are calculated using amounts presented in the consolidated statements of operations. Comparable hotel EBITDA margins are calculated using amounts presented in the above table.

(3) The reconciliation of total food and beverage sales per the consolidated statements of operations to the comparable food and beverage sales is as follows:

	Quarter ended March 31,
	2016			2015
Food and beverage sales per the consolidated statements of operations	$	408		$	403
Non-comparable hotel food and beverage sales		(38	)		(37	)
Comparable food and beverage sales	$	370		$	366

Page 11 of 23

HOST HOTELS & RESORTS, INC.

Schedule of Comparable Hotel Results ⁽¹⁾

(unaudited, in millions, except hotel statistics)

(4) The reconciliation of total revenues per the consolidated statements of operations to the comparable hotel revenues is as follows:

	Quarter ended March 31,
	2016			2015
Revenues per the consolidated statements of operations	$	1,339		$	1,302
Non-comparable hotel revenues		(128	)		(130	)
Comparable hotel revenues	$	1,211		$	1,172

(5) The reconciliation of total food and beverage expenses per the consolidated statements of operations to the comparable food and beverage expenses is as follows:

	Quarter ended March 31,
	2016			2015
Food and beverage expenses per the consolidated statements of operations	$	284		$	283
Non-comparable hotel food and beverage expenses		(28	)		(28	)
Comparable food and beverage expenses	$	256		$	255

(6) The reconciliation of operating costs and expenses per the consolidated statements of operations to the comparable hotel expenses is as follows:

	Quarter ended March 31,
	2016			2015
Operating costs and expenses per the consolidated statements of      operations	$	1,188		$	1,169
Non-comparable hotel expenses		(88	)		(98	)
Depreciation and amortization		(181	)		(173	)
Corporate and other expenses		(27	)		(24	)
Comparable hotel expenses	$	892		$	874

(7) Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels and sold hotels, which operations are included in our consolidated statements of operations as continuing operations, (ii) gains on property insurance settlements, and (iii) the results of our office buildings.

Page 12 of 23

HOST HOTELS & RESORTS, INC.

Other Financial Data

(unaudited, in millions, except per share amounts)

			March 31, 2016	December 31, 2015
Equity
Common shares outstanding			746.2	750.3
Common shares outstanding assuming conversion of OP Units (1)			755.5	759.7
Preferred OP Units outstanding			.02	.02
Security pricing
Common stock (2)			$                        16.70	$                        15.34
				Quarter ended
				March 31,
Dividends declared per common share
2016				$                            .20
2015				.20
Debt
Senior debt	Rate	Maturity date	March 31, 2016	December 31, 2015
Series Z	6%	10/2021	297	$                           297
Series B	5 1⁄4%	3/2022	347	347
Series C	4 3⁄4%	3/2023	446	445
Series D	3 3⁄4%	10/2023	397	397
Series E	4%	6/2025	495	495
Series F	4 1⁄2%	2/2026	395	395
2014 Credit facility term loan	1.6%	6/2017	499	499
2015 Credit facility term loan	1.5%	9/2020	497	497
Credit facility revolver (3)	1.5%	6/2018	405	295
			3,778	3,667
Mortgage debt and other
Mortgage debt (non-recourse)	3.5-6.1%	7/2016-2/2018	183	200
Total debt (4)(5)			$                        3,961	$                        3,867
Percentage of fixed rate debt			61%	64%
Weighted average interest rate			3.6%	3.7%
Weighted average debt maturity			5.6 years	5.9 years
Forecast GAAP Interest Expense (6)			$                           161
Forecast cash interest, net (6)			$                           151
Forecast GAAP cash provided by operating activities (7)			$                        1,242
Forecast adjusted cash from operations (7)			$                           929
___________

(1) Each OP Unit is redeemable for cash or, at our option, for 1.021494 common shares of Host Inc. At both March 31, 2016 and December 31, 2015, there were 9.1 million common OP Units held by non-controlling interests.

(2) Share prices are the closing price as reported by the New York Stock Exchange.  

(3) The interest rate shown is the weighted average rate of the outstanding credit facility at March 31, 2016.

(4) In accordance with GAAP, total debt includes the debt of entities that we consolidate, but of which we do not own 100%, and excludes the debt of entities that we do not consolidate, but of which we have a non-controlling ownership interest and record our investment therein under the equity method of accounting. As of March 31, 2016, our non-controlling partners’ share of consolidated debt is $17 million and our share of debt in unconsolidated investments is $417 million.

(5) Total debt as of March 31, 2016 and December 31, 2015 includes net discounts and deferred financing costs of $30 million and $32 million, respectively.

(6) Reflects 2016 forecast cash interest expense, net of debt extinguishment costs, as of the balance sheet date. The following chart reconciles  Forecast Full Year 2016 GAAP interest expense to forecast cash interest expense. See footnote (1) to the Reconciliation of Net Income to EBITDA, Adjusted EBITDA and NAREIT and Adjusted Funds From Operations per diluted share for 2016 Forecasts for full year forecast assumptions:

Forecast GAAP interest expense full year 2016	$	161
Amortization of deferred financing costs		(6	)
Change in accrued interest		(4	)
Forecast cash interest full year 2016, net	$	151

Page 13 of 23

(7)   The following chart reconciles forecast full year 2016 GAAP cash provided by operating activities to forecast adjusted cash from operations:

Forecast GAAP cash provided by operating activities	$	1,242
Renewal and replacement expenditures		(313	)
Forecast adjusted cash from operations	$	929

HOST HOTELS & RESORTS, INC.

Reconciliation of Net Income to

EBITDA and Adjusted EBITDA ⁽¹⁾

(unaudited, in millions)

	Quarter ended March 31,
	2016			2015
Net income (2)	$	184		$	99
Interest expense		39			49
Depreciation and amortization		181			173
Income taxes		(9	)		(9	)
EBITDA (2)		395			312
Gain on dispositions (3)		(58	)		(3	)
Gain on property insurance settlement		(1	)		—
Equity investment adjustments:
Equity in earnings of affiliates		(2	)		(3	)
Pro rata Adjusted EBITDA of equity investments		14			17
Consolidated partnership adjustments:
Pro rata Adjusted EBITDA attributable to non-controlling partners in other      consolidated partnerships		(3	)		(2	)
Adjusted EBITDA (2)	$	345		$	321
___________

(1) See the Notes to Financial Information for discussion of non-GAAP measures.            

(2) Net Income, EBITDA, Adjusted EBITDA, NAREIT FFO and Adjusted FFO include a gain of $1 million for each of the quarters ended March 31, 2016 and 2015, respectively, for the sale of the portion of land attributable to individual units sold by the Maui timeshare joint venture.

(3) Reflects the sale of three hotels in 2016 and the sale of one hotel in 2015.

Page 14 of 23

HOST HOTELS & RESORTS, INC.

Reconciliation of Net Income to NAREIT and

Adjusted Funds From Operations per Diluted Share ⁽¹⁾

(unaudited, in millions, except per share amounts)

	Quarter ended March 31,
	2016			2015
Net income (2)	$	184		$	99
Less: Net loss attributable to non-controlling interests		(2	)		(1	)
Net income attributable to Host Inc.		182			98
Adjustments:
Gain on dispositions, net of taxes (3)		(58	)		(3	)
Gain on property insurance settlement		(1	)		—
Depreciation and amortization		180			172
Equity investment adjustments:
Equity in earnings of affiliates		(2	)		(3	)
Pro rata FFO of equity investments		10			10
Consolidated partnership adjustments:
FFO adjustment for non-controlling partnerships		(1	)		(1	)
FFO adjustments for non-controlling interests of Host L.P.		(2	)		(2	)
NAREIT FFO and Adjusted FFO (2)	$	308		$	271
For calculation on a per share basis:
Adjustments for dilutive securities (4):
Assuming conversion of Exchangeable Senior Debentures	$	—		$	7
Diluted NAREIT FFO and Diluted Adjusted FFO	$	308		$	278
Diluted weighted average shares outstanding - EPS		749.7			756.3
Assuming conversion of Exchangeable Senior Debentures		—			31.1
Diluted weighted average shares outstanding - NAREIT FFO and      Adjusted FFO		749.7			787.4
NAREIT FFO and Adjusted FFO per diluted share	$	.41		$	.35
___________

(1-3) Refer to the corresponding footnote on the Reconciliation of Net Income to EBITDA and Adjusted EBITDA.

(4) Earnings per diluted share and NAREIT FFO and Adjusted FFO per diluted share are adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling partners, exchangeable debt securities and other non-controlling interests that have the option to convert their limited partnership interests to common OP units. No effect is shown for securities if they are anti-dilutive.

Page 15 of 23

HOST HOTELS & RESORTS, INC.

Reconciliation of Net Income to EBITDA, Adjusted EBITDA and

NAREIT and Adjusted Funds From Operations per Diluted Shares for 2016 Forecasts ⁽¹⁾

(unaudited, in millions, except per share amounts)

	Full Year 2016
	Low-end of range			High-end of range
Net income	$	726		$	759
Interest expense		161			161
Depreciation and amortization		722			722
Income taxes		22			24
EBITDA		1,631			1,666
Gain on dispositions		(222	)		(222	)
Gain on property insurance settlement		(1	)		(1	)
Equity investment adjustments:
Equity in earnings of affiliates		(25	)		(25	)
Pro rata Adjusted EBITDA of equity investments		68			68
Consolidated partnership adjustments:
Pro rata Adjusted EBITDA attributable to non-controlling partners in other consolidated partnerships		(11	)		(11	)
Adjusted EBITDA	$	1,440		$	1,475
	Full Year 2016
	Low-end of range			High-end of range
Net income	$	726		$	759
Less: Net income attributable to non-controlling interests		(8	)		(9	)
Net income attributable to Host Inc.		718			750
Gain on dispositions, net of tax		(222	)		(222	)
Gain on property insurance settlement		(1	)		(1	)
Depreciation and amortization		719			719
Equity investment adjustments:
Equity in earnings of affiliates		(25	)		(25	)
Pro rata FFO of equity investments		51			51
Consolidated partnership adjustments:
FFO adjustment for non-controlling partners in other consolidated partnerships		(5	)		(5	)
FFO adjustment for non-controlling interests of Host LP		(6	)		(6	)
NAREIT FFO and Adjusted FFO		1,229			1,261
Diluted NAREIT FFO and Adjusted FFO	$	1,229		$	1,261
Weighted average diluted shares – EPS		746.8			746.8
Weighted average diluted shares - NAREIT and Adjusted FFO		746.8			746.8
Earnings per diluted share	$	0.96		$	1.00
NAREIT and Adjusted FFO per diluted share	$	1.65		$	1.69
___________

(1) The forecasts are based on the below assumptions:        

· Total comparable hotel RevPAR in constant US$ will increase 3.0% to 4.0% for the low and high end of the forecast range, which excludes the effect of changes in foreign currency. However, the effect of estimated changes in foreign currency has been reflected in the forecast of net income, EBITDA, earnings per diluted share and Adjusted FFO per diluted share.

· Comparable hotel EBITDA margins will increase 25 basis points to 65 basis points for the low and high ends of the forecasted range, respectively.

· We expect to spend approximately $185 million to $200 million on ROI/redevelopment and acquisition capital expenditures and approximately $305 million to $320 million on renewal and replacement expenditures.

· We have adjusted the above forecasts for the sale of five properties currently under contract that are subject to various closing conditions which may not be satisfied. There can be no assurances that these properties will be sold or will be sold at the contract price.

For a discussion of additional items that may affect forecasted results, see the Notes to Financial Information.

Page 16 of 23

HOST HOTELS & RESORTS, INC.

Schedule of Comparable Hotel Results

for 2016 Forecasts ⁽¹⁾

(unaudited, in millions, except hotel statistics)

	Full Year 2016
	Low-end of range			High-end of range
Operating profit margin under GAAP (2)		12.2	%		12.7	%
Comparable hotel EBITDA margin (3)		27.3	%		27.7	%
Comparable hotel sales
Room	$	3,206		$	3,237
Food and beverage		1,437			1,447
Other		276			279
Comparable hotel sales (4)		4,919			4,963
Comparable hotel expenses
Rooms, food and beverage and other departmental costs		1,931			1,937
Management fees, ground rent and other costs		1,647			1,653
Comparable hotel expenses (5)		3,578			3,590
Comparable hotel EBITDA		1,341			1,373
Non-comparable hotel results, net		148			152
Depreciation and amortization		(722	)		(722	)
Interest expense		(161	)		(161	)
Provision for income taxes		(22	)		(24	)
Gain on sale of property and corporate level income/expense		142			141
Net income	$	726		$	759
___________

(1) Forecast comparable hotel results include 90 hotels that we have assumed will be classified as comparable as of December 31, 2016, which excludes the five properties that are currently under contract for sale. See “Comparable Hotel Operating Statistics” in the Notes to Financial Information. No assurances can be made as to the hotels that will be in the comparable hotel set for 2016. Also, see the notes to the “Reconciliation of Net Income to EBITDA, Adjusted EBITDA and NAREIT and Adjusted Funds From Operations per Diluted Share for Full Year 2016 Forecasts” for other forecast assumptions and further discussion of our comparable hotel set.                

(2) Operating profit margin under GAAP is calculated as the operating profit divided by the forecast total revenues per the consolidated statements of operations. See (4) below for forecast revenues.

(3) Comparable hotel EBITDA margin is calculated as the comparable hotel EBITDA divided by the comparable hotel sales per the table above.

(4) The reconciliation of forecast total revenues to the forecast comparable hotel sales is as follows (in millions):

	Low-end of range			High-end of range
Revenues	$	5,432		$	5,481
Non-comparable hotel revenues		(513	)		(518	)
Comparable hotel sales	$	4,919		$	4,963

(5) The reconciliation of forecast operating costs and expenses to the comparable hotel expenses is as follows (in millions):

	Low-end of range			High-end of range
Operating costs and expenses	$	4,771		$	4,784
Non-comparable hotel and other expenses		(365	)		(366	)
Depreciation and amortization		(722	)		(722	)
Corporate and other expenses		(106	)		(106	)
Comparable hotel expenses	$	3,578		$	3,590

Page 17 of 23

HOST HOTELS & RESORTS, INC.

Notes to Financial Information

Forecasts

Our forecast of earnings per diluted share, NAREIT and Adjusted FFO per diluted share, EBITDA, Adjusted EBITDA and comparable hotel EBITDA margins are forward-looking statements and are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause actual results and performance to differ materially from those expressed or implied by these forecasts. Although we believe the expectations reflected in the forecasts are based upon reasonable assumptions, we can give no assurance that the expectations will be attained or that the results will not be materially different. Risks that may affect these assumptions and forecasts include the following: potential changes in overall economic outlook make it inherently difficult to forecast the level of RevPAR and margin growth; the amount and timing of acquisitions and dispositions of hotel properties is an estimate that can substantially affect financial results, including such items as net income, depreciation and gains on dispositions; the level of capital expenditures may change significantly, which will directly affect the level of depreciation expense and net income; the amount and timing of debt payments may change significantly based on market conditions, which will directly affect the level of interest expense and net income; the amount and timing of transactions involving shares of our common stock may change based on market conditions; and other risks and uncertainties associated with our business described herein and in our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC.

Application of New Accounting Standards

During the quarter, the Company adopted ASU No. 2015-02, Amendments to the Consolidation Analysis, which included an amendment to the consolidation guidance that removed the presumption of control by a general partner in a limited partnership.  As a result, the Company has deconsolidated the partnership which owns the Fort Lauderdale Marriott Harbor Beach Resort & Spa, effective January 1, 2016.  The Company has applied the change retrospectively on the accompanying financial statements.  As a result of the adoption, assets and liabilities declined by $128 million and $150 million, respectively, as of year end 2015, with no effect on the total equity of Host Hotels & Resorts, Inc. stockholders.  Additionally, revenues for the first quarter 2016 and 2015 exclude the rental income of $15 million earned by the partnership; however, the adoption does not affect the net income attributable to Host Hotels & Resorts, Inc., Adjusted EBITDA, or NAREIT and Adjusted FFO.

Comparable Hotel Operating Statistics

To facilitate a quarter-to-quarter comparison of our operations, we present certain operating statistics (i.e., RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, hotel EBITDA and associated margins) for the periods included in this report on a comparable hotel basis.

Because these statistics and operating results relate only to our hotel properties, they exclude results for our non-hotel properties and other real estate investments. We define our comparable hotels as properties:

(i) that are owned or leased by us and the operations of which are included in our consolidated results for the entirety of the reporting periods being compared; and

(ii) that have not sustained substantial property damage or business interruption, or undergone large-scale capital projects (as further defined below) during the reporting periods being compared.

The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A large scale capital project that would cause a hotel to be excluded from our comparable hotel set is an extensive renovation of several core aspects of the hotel, such as rooms, meeting space, lobby, bars, restaurants and other public spaces. Both quantitative and qualitative factors are taken into consideration in determining if the renovation would cause a hotel to be removed from the comparable hotel set, including unusual or exceptional circumstances such as: a reduction or increase in room count, rebranding, a significant alteration of the business operations, or the closing of the hotel during the renovation.

We do not include an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results for one full calendar year. For example, we acquired The Phoenician in June 2015. The hotel will not be included in our comparable hotels until January 1, 2017. Hotels that we sell are excluded from the comparable hotel set once the transaction has closed. Similarly, hotels are excluded from our comparable hotel set from the date that they sustain substantial property damage or business interruption or commence a large-scale capital project. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after completion of the repair of the property damage or cessation of the business interruption, or the completion of large-scale capital projects, as applicable.

Of the 103 hotels that we owned on March 31, 2016, 93 have been classified as comparable hotels. The operating results of the following hotels that we owned as of March 31, 2016 are excluded from comparable hotel results for these periods:

· The Denver Marriott Tech Center, removed in the first quarter of 2016 (business disruption due to extensive renovations, including conversion of 64 rooms to 41 suites, conversion of the concierge lounge into three meeting rooms, and the repositioning of the public space and food and beverage areas);

Page 18 of 23

HOST HOTELS & RESORTS, INC.

Notes to Financial Information

· The Hyatt Regency San Francisco Airport, removed in the first quarter of 2016 (business disruption due to extensive renovations including all guestrooms and bathrooms, meeting space, the repositioning of the atrium into a new restaurant and lounge, and conversion of the existing restaurant to additional meeting space); 

· The Camby Hotel (previously The Ritz-Carlton, Phoenix), removed in the third quarter of 2015 (business disruption due to rebranding, including closure of the hotel in July 2015 for extensive renovation work);

· Sheraton Santiago Hotel & Convention Center and San Cristobal Tower, Santiago, removed in the second quarter of 2015 (business interruption due to extensive guestroom renovation and reconfiguration, which requires temporary closure of a significant portion of the guestrooms);

· The Logan (previously the Four Seasons Philadelphia), removed in the first quarter of 2015 (business interruption due to rebranding, including closure of the hotel in order to expedite renovation efforts);

· Houston Airport Marriott at George Bush Intercontinental, removed in the first quarter of 2015 (business interruption due to complete repositioning of the hotel, including guest room renovations and the closure of two restaurants to create a new food and beverage outlet and lobby experience);

· Marriott Marquis San Diego Marina, removed in the first quarter of 2015 (business interruption due to the demolition of the existing conference center and new exhibit hall);

· The Phoenician (acquired in June 2015); and

· The Axiom hotel (acquired as the Powell Hotel in January 2014, then closed during 2015 for extensive renovations and reopened in January 2016).

The operating results of eleven hotels disposed of in 2016 and 2015 are not included in comparable hotel results for the periods presented herein. These operations are also excluded from the hotel operating data for all owned hotels on page 9.

Operating statistics for the non-comparable hotels listed above are included in the hotel operating data for all owned hotels. By definition, the RevPAR results for these properties are not comparable due to the reasons listed above, and, therefore, are not indicative of the overall trends for our portfolio. The operating results for the one hotel acquired in 2015 is included in the all owned hotel operating data on a pro forma basis, which includes operating results assuming it was owned as of January 1, 2015 and based on actual results obtained from the manager for periods prior to our ownership. For this hotel, since the year-over-year comparison includes periods prior to our ownership, the changes will not necessarily correspond to changes in our actual results. All owned hotel operating statistics are provided for completeness and to show the difference between our comparable hotel information (upon which we usually evaluate performance) and all of our hotels, including non-comparable hotels. Also, while they may not be illustrative of trends (as compared to comparable hotel operating statistics), changes in all owned hotel statistics will have an effect on our overall revenues. We also present all owned hotel statistics for our joint venture in Europe using the same methodology as our consolidated hotels.

We evaluate the operating performance of our comparable hotels based on both market and property type. These divisions are generally consistent with groupings recognized in the lodging industry.

Our markets consist of the following:

Domestic

· Boston – Greater Boston Metropolitan area;

· New York – Greater New York Metropolitan area, including northern New Jersey;

· Washington, D.C. – Metropolitan area, including the Maryland and Virginia suburbs;

· Atlanta – Atlanta Metropolitan area;

· Florida – All Florida locations;

· Chicago – Chicago Metropolitan area;

· Denver – Denver Metropolitan area;

· Houston – Houston Metropolitan area;

· Phoenix – Phoenix Metropolitan area, including Scottsdale;

· Seattle – Seattle Metropolitan area;

· San Francisco – Greater San Francisco Metropolitan area, including San Jose;

· Los Angeles – Greater Los Angeles area, including Orange County;

· San Diego – San Diego Metropolitan area;

· Hawaii – All Hawaii locations; and

· Other – Select cities in California, Indiana, Louisiana, Minnesota, Ohio, Pennsylvania, Tennessee and Texas.

International

· Asia-Pacific – Australia and New Zealand;

· Canada – Toronto and Calgary; and

· Latin America – Brazil, Chile and Mexico.

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HOST HOTELS & RESORTS, INC.

Notes to Financial Information

Our property types consist of the following:

· Urban – Hotels located in primary business districts of major cities;

· Suburban – Hotels located in office parks or smaller secondary markets;

· Resort – Hotels located in resort destinations such as Arizona, Florida, Hawaii and Southern California; and

· Airport – Hotels located at or near airports.

Constant US$, Nominal US$ andConstant Euros

Operating results denominated in foreign currencies are translated using the prevailing exchange rates on the date of the transaction, or monthly based on the weighted average exchange rate for the period. For comparative purposes, we also present the RevPAR results for the prior year assuming the results for our foreign operations were translated using the same exchange rates that were effective for the comparable periods in the current year, thereby eliminating the effect of currency fluctuation for the year-over-year comparisons. For the full year forecast results, we use the applicable forward currency curve (as published by Bloomberg L.P.) for each monthly period to estimate forecast foreign operations in U.S. dollars and have restated the prior year RevPAR results using the same forecast exchange rates to estimate year-over-year growth in RevPAR in constant US$. We believe this presentation is useful to investors as it shows growth in RevPAR in the local currency of the hotel consistent with how we would evaluate our domestic portfolio. However, the estimated effect of changes in foreign currency has been reflected in the actual and forecast results of net income, EBITDA, earnings per diluted share and Adjusted FFO per diluted share. Nominal US$ results include the effect of currency fluctuations, consistent with our financial statement presentation.

We also present RevPAR results for our joint venture in Europe in constant Euros using the same methodology as used for the constant US$ presentation.

Non-GAAP Financial Measures

Included in this press release are certain “non-GAAP financial measures,” which are measures of our historical or future financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. They are as follows: (i) FFO and FFO per diluted share (both NAREIT and Adjusted), (ii) EBITDA, (iii) Adjusted EBITDA, (iv) Comparable Hotel Property Level Operating Results and (v) forecast interest expense and forecast adjusted cash from operations. The following discussion defines these measures and presents why we believe they are useful supplemental measures of our performance.

NAREIT FFO and NAREIT FFO per Diluted Share

We present NAREIT FFO and NAREIT FFO per diluted share as non-GAAP measures of our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as adjusted for the effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period, in accordance with NAREIT guidelines. NAREIT defines FFO as net income (calculated in accordance with GAAP) excluding gains and losses from sales of real estate, the cumulative effect of changes in accounting principles, real estate-related depreciation, amortization and impairments and adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect our pro rata share of the FFO of those entities on the same basis.

We believe that NAREIT FFO per diluted share is a useful supplemental measure of our operating performance and that the presentation of NAREIT FFO per diluted share, when combined with the primary GAAP presentation of earnings per share, provides beneficial information to investors. By excluding the effect of real estate depreciation, amortization, impairments and gains and losses from sales of depreciable real estate, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that such measures can facilitate comparisons of operating performance between periods and with other REITs, even though NAREIT FFO per diluted share does not represent an amount that accrues directly to holders of our common stock. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. As noted by NAREIT in its April 2002 “White Paper on Funds From Operations,” since real estate values have historically risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For these reasons, NAREIT adopted the FFO metric in order to promote an industry-wide measure of REIT operating performance.

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HOST HOTELS & RESORTS, INC.

Notes to Financial Information

Adjusted FFO per Diluted Share

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. Management historically has made the adjustments detailed below in evaluating our performance, in our annual budget process and for our compensation programs. We believe that the presentation of Adjusted FFO per diluted share, when combined with both the primary GAAP presentation of earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is beneficial to an investor’s complete understanding of our operating performance. We adjust NAREIT FFO per diluted share for the following items, which may occur in any period, and refer to this measure as Adjusted FFO per diluted share:

· Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write-off of deferred financing costs associated with the original issuance of the debt being redeemed or retired and incremental interest expense incurred during the refinancing period. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs.

· Acquisition Costs – Under GAAP, costs associated with completed property acquisitions are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.

· Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance.

In unusual circumstances, we may also adjust NAREIT FFO for gains or losses that management believes are not representative of the Company’s current operating performance. For example, in 2013, management excluded the $11 million gain from the eminent domain claim for land for which we received the cash proceeds in 2007, but, pending the resolution of certain contingencies, was not recognized until 2013. Typically, gains from the disposition of non-depreciable property are included in the determination of NAREIT and Adjusted FFO.

EBITDA

Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”) is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of the Company’s capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, is widely used by management in the annual budget process and for our compensation programs.

Adjusted EBITDA

Historically, management has adjusted EBITDA when evaluating the performance of Host Inc. and Host LP because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted EBITDA, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. Adjusted EBITDA also is a relevant measure in calculating certain credit ratios. We adjust EBITDA for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA:

· Real Estate Transactions – We exclude the effect of gains and losses, including the amortization of deferred gains, recorded on the disposition or acquisition of depreciable assets and property insurance gains in our consolidated statement of operations because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our assets. In addition, material gains or losses from the depreciated book value of the disposed assets could be less important to investors given that the depreciated asset book value often does not reflect the market value of real estate assets as noted above.

· Equity Investment Adjustments – We exclude the equity in earnings (losses) of affiliates as presented in our consolidated statement of operations because it includes our pro rata portion of the depreciation, amortization and interest expense related to such investments, which are excluded from EBITDA. We include our pro rata share of the Adjusted EBITDA of our equity investments as we believe this reflects more accurately the performance of our investments. The pro rata Adjusted EBITDA of equity investments is defined as the EBITDA of our equity investments adjusted for any gains or losses on property transactions multiplied by our percentage ownership in the partnership or joint venture.

· Consolidated Partnership Adjustments – We deduct the non-controlling partners’ pro rata share of Adjusted EBITDA of our consolidated partnerships as this reflects the non-controlling owners’ interest in the EBITDA of our consolidated partnerships.

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HOST HOTELS & RESORTS, INC.

Notes to Financial Information

The pro rata Adjusted EBITDA of non-controlling partners is defined as the EBITDA of our consolidated partnerships adjusted for any gains or losses on property transactions multiplied by the non-controlling partners’ percentage ownership in the partnership or joint venture.  

· Cumulative Effect of a Change in Accounting Principle – Infrequently, the Financial Accounting Standards Board promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments because they do not reflect our actual performance for that period.

· Impairment Losses – We exclude the effect of impairment expense recorded because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our remaining assets. In addition, we believe that impairment expense, which is based on historical cost book values, is similar to gains and losses on dispositions and depreciation expense, both of which are excluded from EBITDA.

· Acquisition Costs – Under GAAP, costs associated with completed property acquisitions are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the company.

· Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business, which is consistent with the definition of Adjusted FFO that we adopted effective January 1, 2011. We believe that including these items is not consistent with our ongoing operating performance.

In unusual circumstances, we may also adjust EBITDA for gains or losses that management believes are not representative of the Company’s current operating performance. For example, in 2013, management excluded the $11 million gain from the eminent domain claim for land for which we received the cash proceeds in 2007, but, pending the resolution of certain contingencies, was not recognized until 2013. Typically, gains from the disposition of non-depreciable property are included in the determination of Adjusted EBITDA.

Limitations on the Use of NAREIT FFO per Diluted Share, Adjusted FFO per Diluted Share, EBITDA and Adjusted EBITDA

We calculate NAREIT FFO per diluted share in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. In addition, although FFO per diluted share is a useful measure when comparing our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. We also calculate Adjusted FFO per diluted share, which is not in accordance with NAREIT guidance and may not be comparable to measures calculated by other REITs. EBITDA and Adjusted EBITDA, as presented, may also not be comparable to measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP. Cash expenditures for various long-term assets (such as renewal and replacement capital expenditures), interest expense (for EBITDA and Adjusted EBITDA purposes only) and other items have been and will be made and are not reflected in the EBITDA, Adjusted EBITDA, NAREIT FFO per diluted share and Adjusted FFO per diluted share presentations. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statement of operations and cash flows include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA and Adjusted EBITDA should not be considered as a measure of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions. In addition, NAREIT FFO per diluted share and Adjusted FFO per diluted share do not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit.

Comparable Hotel Property Level Operating Results

We present certain operating results for our hotels, such as hotel revenues, expenses, EBITDA (and the related margin) and food and beverage adjusted profit (and the related margin), on a comparable hotel, or “same store,” basis as supplemental information for investors. Our comparable hotel results present operating results for hotels owned during the entirety of the periods being compared without giving effect to any acquisitions or dispositions, significant property damage or large scale capital improvements incurred during these periods. We present comparable hotel EBITDA to help us and our investors evaluate the ongoing operating performance of our comparable properties after removing the impact of the Company’s capital structure (primarily interest expense), and its asset base (primarily depreciation and amortization). Corporate-level costs and expenses are also removed to arrive at property-level results.  We believe these property-level results provide investors with supplemental information into the ongoing operating performance of our comparable hotels. Comparable hotel results are presented both by region and for the Company’s comparable properties in the aggregate. We eliminate depreciation and amortization because, even though depreciation and amortization are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values have historically risen or fallen with market conditions, many real estate industry investors have considered presentation of historical cost accounting for operating results to be insufficient by themselves.

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HOST HOTELS & RESORTS, INC.

Notes to Financial Information

As a result of the elimination of corporate-level costs and expenses and depreciation and amortization, the comparable hotel operating results we present do not represent our total revenues, expenses, operating profit or net income and should not be used to evaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.

We present these hotel operating results on a comparable hotel basis because we believe that doing so provides investors and management with useful information for evaluating the period-to-period performance of our hotels and facilitates comparisons with other hotel REITs and hotel owners. In particular, these measures assist management and investors in distinguishing whether increases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable hotels (which represent the vast majority of our portfolio) or from other factors, such as the effect of acquisitions or dispositions. While management believes that presentation of comparable hotel results is a “same store” supplemental measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of each of these hotels, as these decisions are based on data for individual hotels and are not based on comparable hotel results. For these reasons, we believe that comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.

Cash Interest Expense

We present Cash Interest Expense when evaluating our performance because management believes that the exclusion of certain items from interest expense as calculated under GAAP provides useful supplemental information to investors regarding payment obligations under our debt agreements. Management historically has made the adjustments detailed below to provide investors with a measure of the level of required cash expenditures associated with our outstanding debt without regard to cost associated with refinancing activity or non-cash expense. We believe that the presentation of Cash Interest Expense, when combined with the primary GAAP presentation, provides useful supplemental information related to our capital structure. We adjust GAAP interest expense for the following items, which may occur in any period, and refer to this measure as Cash Interest Expense:

· Amortization for deferred financing cost – These costs represent cash payments made at the time of issuance and are amortized over the life of the debt. The amount and timing of these costs is dependent upon the level of financing activities and therefore, management does not believe they are reflective of the run-rate for interest expense.

· Debt extinguishment costs - These costs represent cash payments for premiums associated with prepayment of debt prior to maturity and the acceleration of previously unrecognized deferred financing costs. The amount and timing of these is dependent upon the level of financing activities and therefore, management does not believe they are reflective of the run-rate for interest expense.

· Changes in accrued interest – Represents the change in accrued interest on our balance sheet based on the timing of the payment of interest.

Adjusted Cash from Operations

We also present Adjusted Cash from Operations when evaluating our performance because management believes that the adjustment of certain additional items described below provides useful supplemental information to investors regarding the growth in cash flow from operations. We believe that the presentation of Adjusted Cash from Operations, when combined with the primary GAAP presentation of cash provided by operating activities from our consolidated statement of cash flows, provides useful supplemental information of cash available for acquisitions, capital expenditures, payment of dividends, stock repurchases and other corporate purposes. We adjust cash provided by operating activities for the following items, which may occur in any period, and refer to this measure as Adjusted Cash from Operations:

· Renewal and replacement capital expenditures (R&R) – Under the terms of our contracts with our managers we are required to provide cash for regular maintenance capital expenditures which we define as R&R. For this reason, we deduct these required cash expenditures in determining Adjusted Cash From Operations. These amounts are shown in cash from investing activities in our statement of cash flows.

· Cash debt extinguishment costs and incremental interest expense - These costs represent cash payments for premiums associated with prepayment of debt prior to maturity and cash interest expense during the period subsequent to the issuance of the new debt and prior to the repayment of the old debt. The amount and timing of these is dependent upon the level of financing activities and therefore, management does not believe they are reflective of the run-rate for interest expense.

Limitations on the Use of Cash Interest Expense and Adjusted Cash from Operations

We calculate Cash Interest Expense and Adjusted Cash from Operations as noted above. These measures should not be considered as an alternative to interest expense or cash provided by operating activities determined in accordance with GAAP. Additionally, these items should not be considered as a measure of our liquidity or indicative of funds available to fund our cash needs, including the ability to make cash distributions, without consideration of the impact of the investing and financing cash requirements that are excluded from these calculations to the extent they are material to operating decisions.

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