Part II Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations is combined, except for a separate discussion of material differences, if any, in the liquidity and capital resources between Host Inc. and Host L.P.;

•

Part II Item 7A - Quantitative and Qualitative Disclosures about Market Risk is combined, except for separate discussions of material differences, if any, between Host Inc. and Host L.P.; and

•

Part II Item 8 - Financial Statements and Supplementary Data. While the financial statements themselves are presented separately, the notes to the financial statements generally are combined, except for separate discussions of differences between equity of Host Inc. and capital of Host L.P.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Host Inc. and Host L.P. in order to establish that the Chief Executive Officer and the Chief Financial Officer of Host Inc. and the Chief Executive Officer and the Chief Financial Officer of Host Inc. as the general partner of Host L.P. have made the requisite certifications and that Host Inc. and Host L.P. are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

                                       ii

--------------------------------------------------------------------------------

HOST HOTELS & RESORTS, INC. AND HOST HOTELS & RESORTS, L.P.

                                                                               Page

                                        Part I

Item 1.    Business                                                               1
Item 1A.   Risk Factors                                                          19
Item 1B.   Unresolved Staff Comments                                             31
Item 2.    Properties                                                            31
Item 3.    Legal Proceedings                                                     31
Item 4.    Mine Safety Disclosures                                               31

                                        Part II

Item 5. Market for Registrant's Common Stock, Related Stockholder Matters

         and Issuer Purchases of Equity Securities for Host Inc.                 33
           Market for Registrant's Common Units, Related Unitholder Matters
         and Issuer Purchases of Equity Securities for Host L.P.                 34
Item 6.    Reserved                                                              34
           Management's Discussion and Analysis of Financial Condition and
Item 7.  Results of Operations                                                   35
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk            65
Item 8.    Financial Statements and Supplementary Data                           66
           Changes in and Disagreements with Accountants on Accounting and
Item 9.  Financial Disclosure                                                   109
Item 9A.   Controls and Procedures                                              109
Item 9B.   Other Information                                                    109
           Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C.                                                                        109

                                       Part III

Item 10.   Directors, Executive Officers and Corporate Governance               110
Item 11.   Executive Compensation                                               110
           Security Ownership of Certain Beneficial Owners and Management and
Item 12. Related Stockholder and Unitholder Matters                             110
           Certain Relationships and Related Transactions, and Director
Item 13. Independence                                                           110
Item 14.   Principal Accounting Fees and Services                               110

                                        Part IV

Item 15.   Exhibits and Financial Statement Schedules                           111
Item 16.   Form 10-K Summary                                                    114





                                      iii

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses