8-K

UNITED STATES

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 19, 2006

HOST HOTELS & RESORTS, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-14625	53-0085950
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6903 Rockledge Drive

Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices and Zip Code)

(240) 744-1000

(Registrant’s telephone number, including area code)

Host Marriott Corporation

(Former name or former address, if changed since last report)

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 19, 2006, Host Hotels & Resorts, Inc. announced that we have called for redemption all outstanding shares of our 10% Class C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Class C Preferred Stock”), on May 19, 2006, the Redemption Date. The Class C Preferred Stock is currently listed on the New York Stock Exchange under the symbol HST Pr C. On the Redemption Date, we will redeem all of the outstanding 5,980,000 shares of Class C Preferred Stock at a redemption price of $25.2361 per share, representing the liquidation preference of $25.00 per share plus the amount equal to all dividends accrued and unpaid thereon from April 15, 2006 to the Redemption Date. The aggregate redemption price for the outstanding shares of Class C Preferred Stock is $150,911,878.

A copy of the press release and a form of the notice of redemption for the Class C Preferred Stock are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.	DESCRIPTION OF EXHIBITS
99.1	Press Release dated April 19, 2006 with respect to the redemption of the registrant’s 10% Class C Cumulative Redeemable Preferred Stock
99.2	Form of Notice of Redemption, dated April 19, 2006, with respect to the redemption of the registrant’s 10% Class C Cumulative Redeemable Preferred Stock

SIGNATURES

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 thereunto duly authorized.

Date: April 20, 2006	HOST HOTELS & RESORTS, INC.
	By:	/s/ LARRY K. HARVEY
		Larry K. Harvey
		Senior Vice President and
		Chief Accounting Officer

EXHIBIT NO.	DESCRIPTION OF EXHIBITS
99.1	Press Release dated April 19, 2006 with respect to the redemption of the registrant’s 10% Class C Cumulative Redeemable Preferred Stock
99.2	Form of Notice of Redemption, dated April 19, 2006, with respect to the redemption of the registrant’s 10% Class C Cumulative Redeemable Preferred Stock

EX-99.1

Exhibit 99.1

HOST HOTELS & RESORTS TO REDEEM CLASS C CUMULATIVE REDEEMABLE PREFERRED STOCK ON MAY 19, 2006 AND SERIES B SENIOR NOTES ON MAY 15, 2006

Bethesda, MD, April 19, 2006 - Host Hotels & Resorts, Inc. (NYSE:HST) today announced that it will redeem 5,980,000 shares of its 10% Class C cumulative redeemable preferred stock, which represents all of the issued and outstanding shares, on May 19, 2006. The 10% Class C cumulative redeemable preferred stock will be redeemed at a redemption price of $25.00 per share, plus $0.2361 per share of dividends accrued from April 15, 2006 to the redemption date of May 19, 2006. In addition, the Company will redeem the remaining balance of its 7 ⁷/8% Series B senior notes due 2008 in the principal amount of approximately $136 million on May 15, 2006. In connection with the redemption of the Series B senior notes, the Company will pay a call premium of 1.328% of the principal amount of the notes.

About Host Hotels & Resorts

Host Hotels & Resorts, Inc. is a lodging real estate company that currently owns or holds controlling interests in 130 upper upscale and luxury hotel properties primarily operated under premium brands such as Marriott^®, Westin^®, Sheraton^®, Ritz-Carlton^®, Hyatt^®, W^®, Four Seasons^®, St. Regis^®, The Luxury Collection^®, Fairmont^®, Hilton^® and Swissôtel^®*. For further information please visit the Company’s website at www.hosthotels.com.

* 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.

(Note: This press release contains forward-looking statements within the meaning of federal securities regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “continue” and other similar terms and phrases, including references to assumption 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: national and local economic and business conditions, including the potential for terrorist attacks, that will affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements; relationships with property managers; our

ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations which influence or determine wages, prices, construction procedures and costs; our ability to complete pending acquisitions and dispositions; and our ability to continue to satisfy complex rules in order for us to qualify as a Real Estate Investment Trust for federal income tax purposes and other risks and uncertainties associated with our business described in the Company’s filings with the Securities and Exchange Commission. 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 19, 2006, 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.)

EX-99.2

Exhibit 99.2

HOST HOTELS & RESORTS, INC.

REDEMPTION NOTICE

April 19, 2006

To: Holders of Host Hotels & Resorts, Inc., formerly Host Marriott Corporation, 10% Class C Cumulative Redeemable Preferred Stock (CUSIP 44107P 40 1)

Pursuant to the Articles Supplementary of Host Hotels & Resorts, Inc. (the “Company”) classifying the 10% Class C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Class C Stock”), of the Company, the Company is hereby providing notice to you of the Company’s intention to redeem all outstanding shares of its Class C Stock (the “Class C Preferred Shares”), and the following information in connection with such redemption:

1. The redemption date shall be May 19, 2006 (the “Redemption Date”).

2. The Class C Preferred Shares are being redeemed at a redemption price of $25.00 per share, plus $0.2361, the amount equal to all dividends accrued and unpaid thereon to the Redemption Date. You will receive, upon presentation of your Class C Stock certificate(s) as indicated in Paragraph 4 below, $25.2361 multiplied by the number of Class C Preferred Shares held by you as indicated on the addressee label (the “Redemption Price”).

3. The total number of Class C Preferred Shares to be redeemed by the Company pursuant to Section 5(b) of the Articles Supplementary classifying the Class C Stock is 5,980,000, representing all of the issued and outstanding Class C Preferred Shares. All of the Class C Preferred Shares held by you as indicated on the addressee label are being redeemed by the Company.

4. In order to receive payment for your Class C Preferred Shares, you should send by overnight mail or by certified mail, return receipt requested, your Class C Stock certificate(s), together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, enclosed with this Redemption Notice, to Computershare Shareholder Services (the “Agent”) on or after the Redemption Date at one of the addresses set forth below. Any monies deposited with the Agent and unclaimed at the end of two years from the Redemption Date will be repaid to the Company upon its written request, after which you may look only to the Company to receive payment for your Class C Preferred Shares.

By Mail	By Overnight Delivery
Computershare Corporate Actions P.O. Box 43014 Providence, RI 02940-3014	Computershare Attn: Corporate Actions 250 Royall Street Canton, MA 02021

5. Dividends on the Class C Preferred Shares shall cease to accrue on the Redemption Date. The Class C Preferred Shares will be canceled on the stock records of the Company as of the Redemption Date and, thereafter, you will have no rights as a stockholder of the Company, other than the right to receive payment, upon surrender of your Class C Preferred stock certificate(s), in the amount of the Redemption Price.

Sincerely,
HOST HOTELS & RESORTS, INC.
By:	/s/ GREGORY J. LARSON
Name:	Gregory J. Larson
Title:	Senior Vice President, Treasurer and Investor Relations