-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RsItmGKNqjDv1YsuDCgh6ga07pbBRAwslp9RgjHUX/FcU/e1EYws9tgBQPiHpu3h H22hbFwVNZLO6ncW9NAbrg== 0000093748-10-000153.txt : 20100308 0000093748-10-000153.hdr.sgml : 20100308 20100308111049 ACCESSION NUMBER: 0000093748-10-000153 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100308 DATE AS OF CHANGE: 20100308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOST HOTELS & RESORTS, INC. CENTRAL INDEX KEY: 0001070750 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 530085950 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55169 FILM NUMBER: 10662668 BUSINESS ADDRESS: STREET 1: 6903 ROCKLEDGE DR STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 240-744-1000 MAIL ADDRESS: STREET 1: HOST MARRIOTT CORP STREET 2: 6903 ROCKLEDGE DR., SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT CORP/ DATE OF NAME CHANGE: 19981229 FORMER COMPANY: FORMER CONFORMED NAME: HMC MERGER CORP DATE OF NAME CHANGE: 19980921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET Corp CENTRAL INDEX KEY: 0000093751 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042456637 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 617 786-3000 MAIL ADDRESS: STREET 1: ONE LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET CORP DATE OF NAME CHANGE: 19970424 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET BOSTON FINANCIAL CORP DATE OF NAME CHANGE: 19780525 SC 13G/A 1 hosthtlamd09.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED AND EXIT FILING HOST HOTELS & RESORTS INC (NAME OF ISSUER) COMMON STOCK (TITLE CLASS OF SECURITIES) 44107P104 (CUSIP NUMBER) 12/31/2009 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X) RULE 13D-1(B) ( ) RULE 13D-1(C) ( ) RULE 13D-1(D) *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). EXPLANATORY NOTE: THIS FILING IS BEING AMENDED TO CORRECT THE NUMBER OF SHARES OF COMMON STOCK OF HOST HOTELS & RESORTS INC. BENEFICIALLY OWNED BY STATE STREET CORPORATION AS OF 12/31/09 AND TO REFLECT THAT STATE STREET CORPORATION DID NOT BENEFICIALLY OWN MORE THAN FIVE PERCENT OF THE OUTSTANDING SHARES OF COMMON STOCK OF HOST HOTELS AND RESORTS INC. AS OF 12/31/09. CUSIP NO. 44107P104 13G PAGE 2 OF 6 PAGES 1. NAME OF REPORTING PERSON: STATE STREET CORPORATION I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-2456637 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 31,108,162 SHARES AS OF 12/31/09 28,977,017 SHARES AS OF 02/26/09 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 31,108,162 SHARES AS OF 12/31/09 28,977,017 SHARES AS OF 02/26/09 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,108,162 SHARES AS OF 12/31/09 28,977,017 SHARES AS OF 02/26/09 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8% AS OF 12/31/09 4.4% AS OF 02/26/10 12. TYPE OF REPORTING PERSON HC CUSIP NO. 44107P104 13G PAGE 3 OF 6 PAGES ITEM 1. (A) NAME OF ISSUER HOST HOTELS & RESORTS INC (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 6903 ROCKLEDGE DR SUITE 1500 BETHESDA MD 20817 ITEM 2. (A) NAME OF PERSON FILING STATE STREET CORPORATION AND ANY OTHER REPORTING PERSON IDENTIFIED ON THE SECOND PART OF THE COVER PAGES HERETO (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE STATE STREET FINANCIAL CENTER ONE LINCOLN STREET BOSTON, MA 02111 (FOR ALL REPORTING PERSONS) (C) CITIZENSHIP: SEE ITEM 4 (CITIZENSSHIP OR PLACE OF ORGANIZATION) OF COVER PAGES (D) TITLE OF CLASS OF SECURITIES COMMON STOCK, $1.00 PAR VALUE PER SHARE (E) CUSIP NUMBER: 44107P104 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), OR (C), CHECK WHETHER THE PERSON FILING IS A: SEE ITEM 12(TYPE OF REPORTING PERSON) OF THE COVER PAGE FOR EACH REPORTING PERSON AND THE TABLE BELOW, WHICH EXPLAINS THE MEANING OF THE TWO LETTER SYMBOLS APPEARING IN ITEM 12 OF THE COVER PAGES. SYMBOL CATEGORY BK BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT. IC INSURANCE COMPANY AS DEFINED IN SECTION 3 (A)(19) OF THE ACT. CUSIP NO. 44107P104 13G PAGE 4 OF 6 PAGES IC INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT OF 1940. IA AN INVESTMENT ADVISER IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(E). EP AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(F). HC A PARENT HOLDING COMPANY OR CONTROL PERSON IN ACCORDANCE WITH RULE 13D-1(B)(1)(II)(G). SA A SAVINGS ASSOCIATIONS AS DEFINED IN SECTION 3(B) OF THE FEDERAL DEPOSIT INSURANCE ACT (12 U.S.C. 1813). CP A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN INVESTMENT COMPANY UNDER SECTION 3(C)(14)OF THE INVESTMENT COMPANY ACT OF 1940. ITEM 4. OWNERSHIP THE INFORMATION SET FORTH IN ROWS 5 THROUGH 11 OF THE COVER PAGE HERETO FOR EACH OF THE REPORTING PERSONS IS INCORPORATED HEREIN BY REFERENCE. THE PERCENTAGE AMOUNT SET FORTH IN ROW 11 FOR ALL COVER PAGES FILED HEREWITH IS CALCULATED BASED UPON THE 653,182,878 SHARES OF COMMON STOCK ISSUED AND OUTSTANDING AS REPORTED BY HOST HOTELS & RESORTS, INC IN ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009. THIS REPORT IS NOT AN ADMISSION THAT STATES THAT ANY OF THE REPORTING PERSONS IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THIS REPORT, AND THE REPORTING PERSONS EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN PURSUANT TO RULE 13D-4. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS (X) ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NOT APPLICABLE CUSIP NO. 44107P104 13G PAGE 5 OF 6 PAGES ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON SEE EXHIBIT 1 ATTACHED HERETO ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE ITEM 10. CERTIFICATION BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND ARE HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED AND ARE NOT HELD FOR THE PURPOSE OR WITH THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING THAT PURPOSE OR EFFECT. SIGNATURES AFTER REASONABLE INQUIRY AND TO THE BEST OF HIS KNOWLEDGE AND BELIEF, EACH OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. 05 MARCH 2010 STATE STREET CORPORATION /s/ JAMES J. MALERBA EXECUTIVE VICE PRESIDENT, CORPORATE CONTROLLER CUSIP NO. 44107P104 13G PAGE 6 OF 6 PAGES EXHIBIT 1 THE FOLLOWING TABLE LISTS THE IDENTITY AND ITEM 3 CLASSIFICATION OF EACH SUBSIDIARY OF STATE STREET CORPORATION, THE PARENT HOLDING COMPANY, THAT BENEFICIALLY OWNS THE ISSUER'S COMMON STOCK. PLEASE REFER TO ITEM 3 OF THE ATTACHED SCHEDULE 13G FOR A DESCRIPTION OF EACH OF THE TWO-LETTER SYMBOLS REPRESENTING THE ITEM 3 CLASSIFICATION BELOW. SUBSIDIARY ITEM 3 CLASSIFICATION STATE STREET BANK AND TRUST COMPANY BK SSGA FUNDS MANAGEMENT, INC IA THE TUCKERMAN GROUP, LLC IA STATE STREET GLOBAL ADVISORS LIMITED, LONDON IA STATE STREET GLOBAL ADVISORS LTD MONTREAL IA STATE STREET GLOBAL ADVISORS FRANCE S.A. IA STATE STREET GLOBAL ADVISORS AUSTRALIA, SYDNEY IA STATE STREET GLOBAL ADVISORS JAPAN CO., LTD., TOKYO IA STATE STREET GLOBAL ADVISORS ASIA LIMITED, HONG KONG IA STATE STREET GLOBAL ADVISORS GBMH, MUNICH IA NOTE: ALL OF THE LEGAL ENTITIES ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES OF STATE STREET CORPORTION. BENEFICIAL OWNERSHIP FOR STATE STREET BANK AND TRUST COMPANY IS REPORTED ON ITS OWN REPORTING PERSON COVER PAGE BECAUSE IT BENEFICIALLY OWNS MORE THAT FIVE PERCENT OF THE ISSUER'S COMMON STOCK. DO NOT ADD THE SHARES OR PERCENT OF CLASS REPORTED ON EACH REPORTING PERSON'S COVER PAGE OF THE ATTACHED SCHEDULE 13G TO DETERMINE THE TOTAL PERCENT OF CLASS BENEFICAILLY OWNED BY STATE STREET CORPORATION, AS THAT WILL RESULT IN DOUBLE COUNTING OF CERTAIN SHARES. -----END PRIVACY-ENHANCED MESSAGE-----