Host Hotels & Resorts (HST) Risk Factor Changes

In addition, the adoption of increased government regulations, changes in Federal, state and local legislation and regulations and changes in investor preference related to ESG and similar matters may result in change…

We are involved in various legal proceedings in the ordinary course of business and are defending these claims vigorously; however, no assurances can be given as to the outcome of any pending legal proceedings.

Elevated interest rates or future interest rate increases would increase the interest costs on our credit facility and on our floating rate indebtedness and could impact adversely our ability to refinance existing ind…

A limited partner who elects to redeem its OP units will be treated for federal and state income tax purposes as having sold the OP units, resulting in a taxable event to such limited partner.

A REIT may own up to 100% of the equity interests of an entity that is a regular C corporation for federal income tax purposes if the entity is a TRS.

If our hotel managers do not qualify as “eligible independent contractors,” Host Inc.

requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided t…

•Restrictions on transfer and ownership of Host Inc.’s stock.

Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or pr…

Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confiden…

Our third-party hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information.

Our property insurance policies also provide that all claims from each of our properties resulting from a particular insurable occurrence must be combined for purposes of evaluating whether the aggregate limits and su…

We have made investments in joint ventures, such as our 2022 joint venture with Noble Investment Group, LLC, and are exploring further investment or development opportunities.

Hotels in the following cities and states represented approximately 65% of our 2025 hotel revenues: New York, Washington, D.C., San Diego, San Francisco, Phoenix, Florida and Hawaii.

Our third-party managers are responsible for hiring, maintaining and managing the labor force at each of our hotels.

•Any new construction involves the possibility of construction delays and cost overruns that may increase project costs, including increased costs due to shortages of supplies as a result of supply chain disruptions,…

covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7.

The restrictive covenants in our senior notes and credit facility may reduce our flexibility in conducting our operations.

•force majeure events, such as natural disasters or extreme weather, which may result in an uninsured loss or a loss in excess of insured limits.

The lodging industry is highly competitive.

In addition to general economic conditions affecting the lodging industry, new hotel room supply is an important factor that can affect the lodging industry’s performance and overbuilding has the potential to further…

In addition, the U.S.

•operating risks associated with the hotel business, including the effect of labor stoppages or strikes, increasing operating or labor costs, including increased labor costs in the recent inflationary environment, the…

•the impact of geopolitical developments outside the U.S., such as large-scale wars or international conflicts, slowing global growth, or trade disputes, tariffs or other trade protection measures between the United S…

•risks that U.S.

•factors that may shape public perception of travel to a particular location, including natural disasters, such as the Maui wildfires in 2023 and Southern California wildfires in 2025, extreme weather events, such as…

•the effect on lodging demand of changes in national and local economic and business conditions, including concerns about U.S.

quantum of our operating results for such period.

possible that the amount of gain and/or the tax liability related thereto that the limited partner recognizes and pays could exceed the value of the common stock or cash received from the redemption of its OP units.

If our hotel managers do not qualify as “eligible independent contractors,” Host Inc.

transaction or a change in control that might involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders, including the following:

Disruptions in service, system shutdowns and security breaches in the information technologies and systems we, our managers or third-party providers maintain, including unauthorized access to or disclosure of confiden…

Our third-party hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information.

between us and our partners or co-venturers may result in litigation that would increase our expenses and may negatively impact hotel operations.

these negotiations is restricted by and dependent on the management agreement covering a specific hotel and we may have little or no ability to control the outcome of these negotiations.

From time to time, we have had, and continue to have, disputes with the managers of our hotels over their performance and compliance with the terms of our management agreements.

•pay dividends on classes and series of Host Inc.

supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.

•future U.S.

occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

provisions of our charter are designed to prevent ownership of our shares in violation of these rules, there can be no assurance that these ownership limits will not be exceeded.

We believe that each of Host Inc.

these limitations are referred to as the “ownership limit.” Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiar…

policy is subject to limits and sub-limits for certain types of claims, and we do not expect that this policy will cover all the losses that we could experience from these exposures.

programs; social engineering (e.g., phishing); employee error, negligence, malfeasance or fraud; and misconfigurations, "bugs" or other known or unknown vulnerabilities in software and hardware.

Failure by our hotel managers to fully perform the duties agreed to in our management agreements or the failure of our managers to adequately manage the risks associated with hotel operations could affect adversely ou…

•under our credit facility, make acquisitions, investments, pay dividends and make distributions without satisfying certain financial metrics concerning leverage, fixed charge coverage and unsecured interest coverage.

•the impact of future U.S.

international travel to the United States generally or decrease the labor pool, and risks that the current travel imbalance (i.e., elevated international U.S.