Filed pursuant to Rule 424(b)(7)

Registration No. 333-117229

 

Prospectus Supplement to

Prospectus dated October 7, 2004

 

 

HOST HOTELS & RESORTS, INC.

 

29,034,100 Shares of Common Stock

 

This prospectus supplement relates to 29,034,100 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 96.5% 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 February 16, 2007, the last reported sale price of our common stock was $27.63 per share.

 

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 February 20, 2007.

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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 523,593,145 shares of our common stock issued and outstanding as of December 29, 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 February 20, 2007. 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		5,807		5,807		*
ATSF - Transamerica Convertible Securities		377,443		377,443		*
Aventis Pension Master Trust		18,582		18,582		*
Bank of America Pension Plan†		313,568		313,568		*
Barclays Global Investors Diversified Alpha Plus Funds		44,713		44,713		*
Barnet Partners Ltd.		810,632		810,632		*
Bear, Stearns & Co. Inc.†		174,205		174,205		*
BNP Paribas Equity Strategies, SNC		216,478		216,478		*
Boilermakers - Blacksmith Pension Trust		63,875		63,875		*
Calamos Growth & Income Fund - Calamos Investment Trust		3,484,092		3,484,092		*
Calamos Growth & Income Portfolio - Calamos Advisors Trust		24,389		24,389		*
Calamos Strategic Total Return Fund		252,597		252,597		*
CC Convertible Arbitrage, Ltd.		203,239		203,239		*
CEMEX Pension Plan		9,581		9,581		*
CGNU Life Fund		72,585		72,585		*
Citigroup Global Markets Inc.†		595,199		595,199		*
City of Knoxville Pension System		9,872		9,872		*
CNH CA Master Account, L.P.		29,034		29,034		*
Commercial Union Life Fund		90,006		90,006		*
Convertible Securities Fund		4,645		4,645		*
CooperNeff Convertible Strategies (Cayman) Master Fund, LP		181,579		181,579		*
Credit Suisse Securities (USA) LLC†		181,173		181,173		*
CSS, L.L.C.		116,136		116,136		*
Deep Rocks & Co.		220,659		220,659		*
Delta Airlines Master Trust		82,167		82,167		*
Delta Pilots Disability and Survivorship Trust		13,065		13,065		*
DKR SoundShore Strategic Holding Fund Ltd.		116,136		116,136		*
Dorinco Reinsurance Company		58,068		58,068		*
Ellington Overseas Partners, Ltd		580,682		580,682		*
Equity Overlay Fund		197,432		197,432		*
Forest Fulcrum Fund LP		41,577		41,577		*
Forest Global Convertible Fund, Ltd., Class A-5		113,988		113,988		*
Forest Mult-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segregated Portfolio		108,007		108,007		*
FrontPoint Convertible Arbitrage Fund, L.P.		174,205		174,205		*
Geode U.S. Convertible Arbitrage Fund, a segregated account of Geode Capital Master Fund Ltd.		174,205		174,205		*
Goldman Sachs & Co.†		348,409		348,409		*
Grace Convertible Arbitrage Fund, Ltd.		261,307		261,307		*
Guggenheim Portfolio Company XXXI, LLC		55,571		55,571		*
HFR CA Global Opportunity Master Trust		33,099		33,099		*
HFR CA Select Fund		58,068		58,068		*
HFR RVA Select Performance Master Trust		16,317		16,317		*
HFR RVA Combined Master Trust		39,893		39,893		*

 

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HighBridge International LLC		958,125		958,125		*
IDEX - Transamerica Convertible Securities Fund		232,273		232,273		*
Institutional Benchmarks Management Fund c/o Quattro Fund		39,196		39,196		*
Institutional Benchmarks Master Fund, Ltd.		116,136		116,136		*
JMG Capital Partners, LP		116,136		116,136		*
JMG Triton Offshore, Ltd.		116,136		116,136		*
John Deere Pension Trust		249,693		249,693		*
J.P. Morgan Securities Inc.		124,034		124,034		*
KBC Convertibles MAC 28 Limited		174,205		174,205		*
KBC Diversified Fund, a segregated portfolio of KBC Diversified Fund, SPC		348,409		348,409		*
KBC Financial Products USA Inc.		290,341		290,341		*
Knoxville Utilities Board Retirement System		9,581		9,581		*
LDG Limited		9,117		9,117		*
Lexington Vantage Fund c/o TQA Investors, LLC		2,032		2,032		*
LLT Limited		23,053		23,053		*
Lousiana CCRF		19,163		19,163		*
Lyxor/Convertible Arbitrage Fund Limited		37,048		37,048		*
Lyxor/Forest Fund Limited		100,342		100,342		*
Lyxor/Zola Fund Ltd.		14,517		14,517		*
Macomb County Employees’ Retirement System		21,776		21,776		*
McMahan Securities Co. L.P.		58,068		58,068		*
Melody IAM LTD		46,455		46,455		*
MFS Total Return Fund A Series of MFS Series Trust IV		220,659		220,659		*
MFS Total Return Fund A Series of Series Trust V		336,796		336,796		*
Morgan Stanley Convertible Securities Trust		145,171		145,171		*
Nations Convertible Securities Fund		989,482		989,482		*
Northern Income Equity Fund		29,034		29,034		*
Norwich Union Life & Pensions		127,750		127,750		*
Oakwood Assurance Company Ltd.		2,032		2,032		*
Oakwood Healthcare Inc. Pension		10,801		10,801		*
Oakwood Healthcare Inc.—OHP		581		581		*
Oakwood Healthcare Inc. Endowment / A&D		290		290		*
Oakwood Healthcare Inc. Funded Depreciation		2,903		2,903		*
Oakwood Healthcare Inc. Professional Liability		465		465		*
Oakwood Healthcare Inc. Working Capital		1,452		1,452		*
Oppenheimer Convertible Securities Fund		290,341		290,341		*
Peoples Benefit Life Insurance Company Teamsters		1,437,188		1,437,188		*
Polaris Vega Fund L.P.		235,176		235,176		*
Port Authority of Allegheny County Consolidated Trust Fund		3,194		3,194		*
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union		17,420		17,420		*
PIMCO Convertible Fund		21,776		21,776		*
Redbourn Partners Ltd.		1,472,029		1,472,029		*
Redbrick Capital Master Fund, LTD		580,682		580,682		*
Retail Clerks Pension Trust I		162,591		162,591		*
Retail Clerks Pension Trust II		200,335		200,335		*
Rhythm Fund, Ltd.		348,409		348,409		*
RMF Umbrella SICAV		1,452		1,452		*
S.A.C. Arbitrage Fund, LLC		1,099,754		1,099,754		*
S.A.C. Capital Associates, LLC		256,173		232,273		*
San Diego County Employees Retirement Association		174,205		174,205		*
SCI Endowment Care Common Trust Fund - Regions Bank		5,807		5,807		*
SCI Endowment Care Common Trust Fund - Suntrust Bank		3,194		3,194		*
SCI Endowment Care Common Trust Fund - US Bank, N.A.		1,452		1,452		*
SG Americas Securities, LLC		295,857		295,857		*
Singlehedge US Convertible Arbitrage Fund		57,429		57,429		*
Sphinx Convertible Arbitrage SPC		37,280		37,280		*
Sphinx Fund c/o TQA Investors, LLC		6,213		6,213		*
St. Albans Partners Ltd.		464,546		464,546		*
St. Paul Travelers Companies, Inc—Commercial Lines		49,416		49,416		*
Stonebridge Life Insurance		58,068		58,068		*
Sturgeon Limited		44,596		44,596		*
Sunrise Partners Limited Partnership		653,376		490,676		*
T. Rowe Price Associates, Inc. as investment adviser on behalf of Penn Series Funds, Inc.		328,666		328,666		*
T. Rowe Price Associates, Inc. as investment adviser on behalf of T. Rowe Price Capital Appreciation Fund, Inc.		1,782,694		1,782,694		*
T. Rowe Price Associates, Inc. as investment adviser on behalf of ING Investors Trust		733,982		733,982		*
Tamalpais Asset Management		290,341		290,341		*
The Cockrell Foundation		4,936		4,936		*
The Dow Chemical Company Employees’ Retirement Plan		98,716		98,716		*
Thrivenet Financial for Lutherans		203,239		203,239		*
Transamerican Accidental Life		58,068		58,068		*
Transamerican Life Insurance and Annuities Corp		348,409		348,409		*
UBS Securities LLC		638,750		638,750		*
Union Carbide Retirement Account		29,034		29,034		*
Union Pacific Master Retirement Trust		116,136		116,136		*
United Food and Commercial Workers Local 1262 and Employers Pension Fund		5,226		5,226		*

 

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Univar USA Inc.		23,227		23,227		*
US Bank FBO Essentia Health System		14,227		14,227		*
Van Kampen Harbor Fund		191,625		191,625		*
Whitebox Convertible Arbitrage Partners L.P.		659,422		659,422		*
Xavex Convertible Arbitrage 4 Fund		10,278		10,278		*
Xavex – Convertible Arbitrage 7 Fund c/o TQA Investors, LLC		26,131		26,131		*
Yield Strategies Fund I, L.P.		702,625		702,625		*
Yield Strategies Fund II, L.P.		441,318		441,318		*
Zola Partners, L.P.		14,517		14,517		*
Zurich Institutional Benchmarks Master Fund Ltd.		52,029		52,029		*
Zurich Institutional Bench Marks Master Fund Ltd. c/o TQA Investors, LLC		18,814		18,814		*
Unnamed stockholders or any future transferees, pledgees, donees or successors of or from any such unnamed stockholders (5)		—		—		*
Total				29,529,306

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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 58.0682 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 523,593,145 shares outstanding on December 29, 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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