Filed pursuant to Rule 424(b)(7)

Registration No. 333-117229

 

Prospectus Supplement to

Prospectus dated October 7, 2004

 

 

HOST HOTELS & RESORTS, INC.

 

28,484,850 Shares of Common Stock

 

This prospectus supplement relates to 28,484,850 shares of our common stock that may be offered for resale by the persons or entities listed herein who may become stockholders of ours upon issuance of shares of common stock upon exchange of 3.25% Exchangeable Senior Debentures due April 15, 2024 of Host Hotels & Resorts, L.P. (of which we are the sole general partner and in which we own 96% of the partnership interests). Host Hotels & Resorts, L.P. issued the debentures in a private offering on March 16, 2004. This prospectus supplement also relates to an indeterminate number of additional shares of our common stock that may be issued from time to time upon exchange of the debentures as a result of exchange rate adjustments under the terms of the debentures.

 

The selling stockholders named in this prospectus supplement, or in supplements hereto, may sell all or a portion of the common stock, from time to time, in market transactions, in negotiated transactions or otherwise, and at prices and on terms which will be determined by the then prevailing market price for our common stock or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. In addition, the selling stockholders may offer the common stock from time to time through ordinary brokerage transactions on the New York Stock Exchange. See “Plan of Distribution” in the prospectus dated October 7, 2004 for additional information on the methods of sale.

 

This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supercedes the information contained in the prospectus.

 

No securities are being offered or sold by us pursuant to this prospectus supplement. We will not receive any of the proceeds from the sale of these shares by the selling stockholders.

 

Our common stock is traded on the New York Stock Exchange under the symbol “HST”. On July 25, 2006, the last reported sale price of our common stock was $22.53 per share.

 

On April 17, 2006, we changed our name from Host Marriott Corporation to Host Hotels & Resorts, Inc. Our principal executive offices are located at 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland, 20817. Our phone number is (240) 744-1000.

 

Investing in the offered securities involves risks. See “Risk Factors” beginning on page 2 of the prospectus dated October 7, 2004.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the offered securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is July 26, 2006.

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SELLING STOCKHOLDERS

 

The table below supplements or amends the table of stockholders contained on pages 33 through 34 of the Prospectus dated October 7, 2004. Where the name of a selling stockholder identified in the table below also appears in the table in the Prospectus, the information set forth in the table below regarding that selling stockholder supersedes the information in the Prospectus. Currently there is outstanding $500,000,000 aggregate principal amount of Host Hotels & Resorts, L.P. debentures. We may issue the offered shares of common stock to the selling stockholders if, and to the extent, that they exchange their debentures for shares of common stock. The following table provides information regarding the selling stockholders and the number of shares of common stock they are offering for resale.

 

Unless otherwise indicated in the footnotes below, we believe that the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned. Because the selling stockholders may offer, pursuant to this prospectus, all or some portion of the common stock listed below, no estimate can be given as to the amount of common stock that will be held by the selling stockholder upon consummation of any sales. In addition, the selling stockholders listed in the table may have sold, transferred or otherwise disposed of, in transactions exempt from registration requirements of the Securities Act, some or all of their debentures or common stock since the date as of which such information was provided to us. The percentage ownership data is based on 520,832,963 shares of our common stock issued and outstanding as of April 28, 2006.

 

Unless otherwise set forth below, no selling stockholder has had any material relationship with us or any of our affiliates within the past three years, other than as a stockholder.

 

We have prepared the table based on information given to us by, or on behalf of, the selling stockholders on or before July 25, 2006. Information about the selling stockholders may change over time. Any changed information given to us by the selling stockholders will be set forth in prospectus supplements or amendments to this prospectus if and when necessary.

 

Name		Number of Shares Beneficially Owned Before Offering (1)		Number of Shares Being Offered for Resale (2)(3)		Percentage of Common Stock Outstanding (4)
Alabama Childrens Hospital Foundation		5,697		5,697		*
ATSF - Transamerica Convertible Securities		370,303		370,303		*
Associated Electric & Gas Insurance Services Limited		22,788		22,788		*
Aventis Pension Master Trust		18,230		18,230		*
Bank of America Pension Trust†		284,849		284,849		*
Barclays Global Investors Diversified Alpha Plus Funds		43,867		43,867		*
Barnet Partners Ltd.		1,581,479		1,581,479		*
Bear, Stearns & Co. Inc.†		170,909		170,909		*
BNP Paribas Equity Strategies, SNC		212,383		212,383		*
Boilermakers - Blacksmith Pension Trust		62,667		62,667		*
Calamos Growth & Income Fund - Calamos Investment Trust		3,418,182		3,418,182		*
Calamos Growth & Income Portfolio - Calamos Advisors Trust		23,927		23,927		*
Calamos Strategic Total Return Fund		247,818		247,818		*
CC Convertible Arbitrage, Ltd.		199,394		199,394		*
CEMEX Pension Plan		9,400		9,400		*
CGNU Life Fund		71,212		71,212		*
Citigroup Global Markets Inc.†		1,139,394		1,139,394		*
City of Knoxville Pension System		9,685		9,685		*
CNH CA Master Account, L.P.		28,485		28,485		*
Commercial Union Life Fund		88,303		88,303		*
Convertible Securities Fund		4,558		4,558		*
CooperNeff Convertible Strategies (Cayman) Master Fund, LP		178,144		178,144		*
CSS, L.L.C.		113,939		113,939		*
DB Equity Opportunities Master Portfolio Ltd.†		33,042		33,042		*
Deep Rocks & Co.		142,424		142,424		*
Delta Airlines Master Trust		80,612		80,612		*
Delta Pilots Disability and Survivorship Trust		12,818		12,818		*
DKR SoundShore Strategic Holding Fund Ltd.		113,939		113,939		*
Dorinco Reinsurance Company		56,970		56,970		*
Ellington Overseas Partners, Ltd		569,697		569,697		*
Equity Overlay Fund		56,970		56,970		*
Forest Fulcrum Fund LP		40,790		40,790		*
Forest Global Convertible Fund, Ltd., Class A-5		111,832		111,832		*
Forest Mult-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segregated Portfolio		105,964		105,964		*
FrontPoint Convertible Arbitrage Fund, L.P.		170,909		170,909		*
Geode U.S. Convertible Arbitrage Fund, a segregated account of Geode Capital Master Fund Ltd.		170,909		170,909		*
Goldman Sachs & Co.†		341,818		341,818		*
Grace Convertible Arbitrage Fund, Ltd.		256,364		256,364		*
Guggenheim Portfolio Company XXXI, LLC		43,069		43,069		*
HFR CA Global Opportunity Master Trust		32,473		32,473		*
HFR CA Select Fund		56,970		56,970		*
HFR RVA Select Performance Master Trust		16,008		16,008		*
HFR RVA Combined Master Trust		29,453		29,453		*

 

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HighBridge International LLC		940,000		940,000		*
IDEX - Transamerica Convertible Securities Fund		227,879		227,879		*
Institutional Benchmarks Management Fund c/o Quattro Fund		38,455		38,455		*
Institutional Benchmarks Master Fund, Ltd.		113,939		113,939		*
JMG Capital Partners, LP		113,939		113,939		*
JMG Triton Offshore, Ltd.		113,939		113,939		*
John Deere Pension Trust		227,879		227,879		*
J.P. Morgan Securities Inc.		121,687		121,687		*
KBC Financial Products USA Inc.		284,849		284,849		*
Kettering Medical Center Funded Depreciation Account		3,988		3,988		*
Knoxville Utilities Board Retirement System		9,400		9,400		*
LDG Limited		8,944		8,944		*
Lexington Vantage Fund c/o TQA Investors, LLC		1,994		1,994		*
LLT Limited		22,617		22,617		*
Lousiana CCRF		18,800		18,800		*
Lyxor/Convertible Arbitrage Fund Limited		36,347		36,347		*
Lyxor/Forest Fund Limited		98,444		98,444		*
Lyxor/Zola Fund Ltd.		14,242		14,242		*
Macomb County Employees’ Retirement System		21,364		21,364		*
McMahan Securities Co. L.P.		56,970		56,970		*
Melody IAM LTD		45,576		45,576		*
MFS Total Return Fund A Series of MFS Series Trust IV		216,485		216,485		*
MFS Total Return Fund A Series of Series Trust V		330,424		330,424		*
Morgan Stanley Convertible Securities Trust		142,424		142,424		*
Nations Convertible Securities Fund		970,764		970,764		*
Northern Income Equity Fund		28,485		28,485		*
Norwich Union Life & Pensions		125,333		125,333		*
Oakwood Assurance Company Ltd.		1,652		1,652		*
Oakwood Healthcare Inc. Pension		5,127		5,127		*
Oakwood Healthcare Inc.—OHP		342		342		*
Oakwood Healthcare Inc. Endowment / A&D		285		285		*
Oakwood Healthcare Inc. Funded Depreciation		2,848		2,848		*
Oppenheimer Convertible Securities Fund		284,849		284,849		*
OZ Master Fund, Ltd.		598,182		598,182		*
Peoples Benefit Life Insurance Company Teamsters		1,253,333		1,253,333		*
Polaris Vega Fund L.P.		230,727		230,727		*
Port Authority of Allegheny County Consolidated Trust Fund		3,133		3,133		*
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union		17,091		17,091		*
Prisma Foundation		3,988		3,988		*
PIMCO Convertible Fund		21,364		21,364
Radcliffe SPC, Ltd for and on behalf of the Class A Convertible Crossover Segregated Portfolio		196,545		196,545		*
RBC Alternative Assets LP		8,545		8,545		*
Redbourn Partners Ltd.		1,375,818		1,375,818		*
Retail Clerks Pension Trust I		142,424		142,424		*
Retail Clerks Pension Trust II		56,970		56,970		*
RMF Umbrella SICAV		1,424		1,424		*
S.A.C. Arbitrage Fund, LLC		1,078,949		1,078,949		*
S.A.C. Capital Associates, LLC		251,779		227,879		*
Sage Capital Management, LLC		145,273		145,273		*
San Diego County Employees Retirement Association		170,909		170,909		*
SCI Endowment Care Common Trust Fund - National Fiduciary Services		5,697		5,697		*
SCI Endowment Care Common Trust Fund - Suntrust Bank		3,133		3,133		*
SCI Endowment Care Common Trust Fund - Wachovia		1,424		1,424		*
SG Americas Securities, LLC		290,261		290,261		*
Singlehedge US Convertible Arbitrage Fund		56,343		56,343		*
Sphinx Convertible Arbitrage SPC		36,575		36,575		*
Sphinx Fund c/o TQA Investors, LLC		6,096		6,096		*
SPT		62,667		62,667		*
St. Albans Partners Ltd.		427,273		427,273		*
St. Paul Travelers Companies, Inc—Commercial Lines		48,481		48,481		*
Stonebridge Life Insurance		56,970		56,970		*
Sturgeon Limited		43,753		43,753		*
Sunrise Partners Limited Partnership		644,094		481,394		*
T. Rowe Price Associates, Inc. as investment adviser on behalf of Penn Series Funds, Inc.		322,449		322,449		*
T. Rowe Price Associates, Inc. as investment adviser on behalf of T. Rowe Price Capital Appreciation Fund, Inc.		1,748,970		1,748,970		*
T. Rowe Price Associates, Inc. as investment adviser on behalf of ING Investors Trust		720,097		720,097		*
The California Wellness Foundation		13,673		13,673		*
The Cockrell Foundation		4,842		4,842		*
The Dow Chemical Company Employees’ Retirement Plan		96,848		96,848		*
The Fondren Foundation		3,988		3,988		*
Thrivenet Financial for Lutherans		510,393		199,394		*
Transamerican Accidental Life		56,970		56,970		*
Transamerican Life Insurance and Annuities Corp		341,818		341,818		*
UBS Securities LLC		626,667		626,667		*
Union Carbide Retirement Account		28,485		28,485		*
Union Pacific Master Retirement Trust		113,939		113,939		*
United Food and Commercial Workers Local 1262 and Employers Pension Fund		11,394		11,394		*

 

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Univar USA Inc.		22,788		22,788		*
US Bank FBO Benedictine Health System		13,958		13,958		*
Value Line Convertible Fund, Inc.		22,788		22,788		*
Van Kampen Harbor Fund		188,000		188,000		*
Whitebox Convertible Arbitrage Partners L.P.		497,175		497,175		*
Xavex Convertible Arbitrage 4 Fund		10,084		10,084		*
Xavex – Convertible Arbitrage 7 Fund c/o TQA Investors, LLC		25,636		25,636		*
Yield Strategies Fund I, L.P.		883,030		883,030		*
Yield Strategies Fund II, L.P.		398,788		398,788		*
Zola Partners, L.P.		14,242		14,242		*
Zurich Institutional Benchmarks Master Fund Ltd.		51,045		51,045		*
Zurich Institutional Bench Marks Master Fund Ltd. c/o TQA Investors, LLC		18,458		18,458		*
Unnamed stockholders or any future transferees, pledgees, donees or successors of or from any such unnamed stockholders (5)		—		—		*
Total				28,867,060

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†

We have ongoing relationships with certain of these selling stockholders or their affiliates including through their participation as lenders under our amended and restated credit facility; their provision of commercial banking services, including mortgage loans and the provision of cash management services; their participation with us in interest swap agreements and other hedging instruments; or through their acting as underwriters for issuances of our senior notes and equity securities.

*	Less than one percent of the common stock outstanding, as applicable.

(1)

Includes shares of common stock issuable upon the exchange of debentures assuming an exchange rate of 56.9697 common shares for each $1,000 principal amount of debentures and a cash payment in lieu of any fractional shares. The exchange rate is subject to adjustment pursuant to the terms of the debentures.

(2)	Assumes the selling stockholder sells all of the common stock being offered by this prospectus.

(3)	Amounts may be in excess of the total amount registered due to sales or transfers of debentures or common stock by selling stockholders since the date as of which information was provided to us.

(4)

Calculated based on Rule 13d-3(d)(i) under the Securities Exchange Act of 1934, as amended, using 520,832,963 shares outstanding on April 28, 2006. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon exchange of the holder’s debentures. However, we did not assume exchange of any of other holder’s debentures.

(5)	We will identify additional selling stockholders, if any, by prospectus supplement or post-effective amendment before they offer or sell their securities.

 

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