UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended June 18, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-14625
HOST HOTELS & RESORTS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 53-0085950 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland |
20817 | |
| (Address of principal executive offices) | (Zip Code) | |
(240) 744-1000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
The registrant had 658,357,736 shares of its $0.01 par value common stock outstanding as of July 22, 2010.
Explanatory Note
The Company is filing this amended Form 10-Q for the quarter ended June 18, 2010 solely to substitute a corrected Exhibit 12.1—The Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. The corrected exhibit changes the amount of distributions from equity investments and amends the column headings in the exhibit to indicate that the financial information in the table represents year-to-date results.
| Item 6. | Exhibits |
The exhibits listed on the accompanying Exhibit Index are filed as part of this report and such Exhibit Index is incorporated herein by reference.
| Exhibit No. |
Description | |||
| 10.37†# | Second Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of May 27, 2010, by and among HST GP EURO B.V., HST LP EURO B.V., Stichting Pensioenfonds ABP, APG Strategic Real Estate Pool N.V. and Jasmine Hotels PTE Ltd. | |||
| 12.1* | Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends. | |||
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32† | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 101.INS† | XBRL Instance Document. | |||
| 101.SCH† | XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL† | XBRL Taxonomy Calculation Linkbase Document. | |||
| 101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document. | |||
| 101.LAB† | XBRL Taxonomy Label Linkbase Document. | |||
| 101.PRE† | XBRL Taxonomy Presentation Linkbase Document. | |||
| # | Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
| * | Filed herewith. |
| † | Filed or furnished previously. |
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.
| HOST HOTELS & RESORTS, INC. | ||||
| July 27, 2010 | /s/ Brian G. Macnamara | |||
| Brian G. Macnamara Senior Vice President, Corporate Controller | ||||