Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

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(a)LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

(i)FINANCIAL STATEMENTS

All financial statements of the registrants are set forth under Item 8 of this Report on Form 10-K.

(ii)FINANCIAL STATEMENT SCHEDULES

The following financial information is filed herewith on the pages indicated.

Financial Schedules:

Page
III.Real Estate and Accumulated Depreciation.S-1 to S-5

All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

(b) EXHIBITS

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

●should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
●have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
●may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
●were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit No.Description
3.Articles of Incorporation and Bylaws
3.1Articles of Restatement of Articles of Incorporation of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, L.P. Registration Statement on Form S-4 (SEC File No. 333-170934), filed on December 2, 2010).
3.1AThird Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
3.2Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective November 6, 2008 (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on November 12, 2008).
3.3Articles Supplementary of Host Hotels & Resorts, Inc. filed with the State Department of Assessments and Taxation of Maryland on March 27, 2014 (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on March 27, 2014).
4.Instruments Defining Rights of Security Holders
4.1See Exhibit 3.1, 3.2 and 3.3 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.
4.2Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807) filed on October 2, 1998).
4.3Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Host Marriott Corporation’s Current Report on Form 8-K dated August 6, 1998) (SEC File No. 001-05664).
4.4Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc., Host Marriott, L.P., the entities identified therein as New Subsidiary Guarantors and Marine Midland Bank, as Trustee, to the Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the Guarantors named therein, Subsidiary Guarantors named therein and the Trustee (incorporated by reference to Exhibit 4.3 of Host Marriott, L.P.’s Current Report on Form 8-K filed with the Commission on December 31, 1998) (SEC File No. 333-55807).
4.5Registration Rights Agreement, dated December 22, 2009, among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc. and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., in their capacity as representatives of the several initial purchasers of the debentures, related to the 2.50% Exchangeable Senior Debentures due 2029 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on December 23, 2009).
4.6Forty-First Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on November 18, 2011).
4.7Forty-Second Supplemental Indenture, dated March 22, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 23, 2012).
4.8Forty-Third Supplemental Indenture, dated August 9, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on August 9, 2012).
4.9Forty-Fourth Supplemental Indenture, dated March 28, 2013, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 28, 2013).
Exhibit No.Description
4.10Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc., and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.11First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc. and Host Hotels &Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.12Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed October 14, 2015).
10.Material Contracts
10.1Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.2Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.3Host Marriott Corporation and Host Marriott, L.P. 1997 Comprehensive Stock and Cash Incentive Plan, as amended and restated December 29, 1998, as amended January 2004 (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 2, 2004).
10.4*Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015.
10.5Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.7 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 22, 2012).
10.6Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).
10.7Form of Restricted Stock Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.33 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).
10.8Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).
10.9Amended and Restated Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Employee Stock Purchase Plan, effective as of January 1, 2008 (incorporated by reference to Exhibit 10.40 of Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on February 25, 2008).
10.10#Fifth Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of June 6, 2014, by and among HHR Euro II GP B.V., HST LP Euro B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 1, 2014).
10.11Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of December 15, 2009, as further amended February 2, 2012 and February 6, 2014 (incorporated by reference to Exhibit 10.14 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.12Third Amended and Restated Credit Agreement, dated as of September 10, 2015, among Host Hotels & Resorts, L.P., certain Canadian subsidiaries of Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank Securities Inc., The Bank of Nova Scotia, Bank of New York Mellon, Credit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA as documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed September 14, 2015).
Exhibit No.Description
12.Statements re Computation of Ratios
12.1*Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for Host Hotels & Resorts, Inc.
12.2*Computation of Ratios of Earnings to Fixed Charges and Preferred Unit Distributions for Host Hotels & Resorts, L.P.
21.Subsidiaries
21.1*List of Subsidiaries of Host Hotels & Resorts, Inc.
21.2*List of Subsidiaries of Host Hotels & Resorts, L.P.
23.Consents
23*Consent of KPMG LLP
31.Rule 13a-14(a)/15d-14(a) Certifications
31.1*Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.Section 1350 Certifications
32.1*Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2*Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
101.INSXBRL Instance Document.Submitted electronically with this report.
101.SCHXBRL Taxonomy Extension Schema Document.Submitted electronically with this report.
101.CALXBRL Taxonomy Calculation Linkbase Document.Submitted electronically with this report.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.Submitted electronically with this report.
101.LABXBRL Taxonomy Label Linkbase Document.Submitted electronically with this report.
101.PREXBRL Taxonomy Presentation Linkbase Document.Submitted electronically with this report.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statement of Cash Flows for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

*Filed herewith.
#Confidential treatment requested.
†This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 22, 2016By:/s/ GREGORY J. LARSON
Gregory J. Larson Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignaturesTitleDate
/s/ RICHARD E. MARRIOTTChairman of the Board of DirectorsFebruary 22, 2016
Richard E. Marriott
/s/ W. EDWARD WALTERPresident, Chief Executive Officer and Director (Principal Executive Officer)February 22, 2016
W. Edward Walter
/s/ GREGORY J. LARSONExecutive Vice President, Chief Financial Officer (Principal Financial Officer)February 22, 2016
Gregory J. Larson
/s/ BRIAN G. MACNAMARASenior Vice President, Corporate Controller (Principal Accounting Officer)February 22, 2016
Brian G. Macnamara
/s/ MARY L. BAGLIVODirectorFebruary 22, 2016
Mary L. Baglivo
/s/ SHEILA C. BAIRDirectorFebruary 22, 2016
Sheila C. Bair
/s/ TERENCE C. GOLDENDirectorFebruary 22, 2016
Terence C. Golden
/s/ ANN MCLAUGHLIN KOROLOGOSDirectorFebruary 22, 2016
Ann McLaughlin Korologos
/s/ JOHN B. MORSE, JR.DirectorFebruary 22, 2016
John B. Morse, Jr.
/s/ WALTER C. RAKOWICHDirectorFebruary 22, 2016
Walter C. Rakowich
/s/ GORDON H. SMITHDirectorFebruary 22, 2016
Gordon H. Smith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, LP
Date: February 22, 2016By:HOST HOTELS & RESORTS, INC., its general partner
By:/s/ GREGORY J. LARSON
Gregory J. Larson Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.

SignaturesTitleDate
/s/ RICHARD E. MARRIOTTChairman of the Board of DirectorsFebruary 22, 2016
Richard E. Marriott
/s/ W. EDWARD WALTERPresident, Chief Executive Officer and Director (Principal Executive Officer)February 22, 2016
W. Edward Walter
/s/ GREGORY J. LARSONExecutive Vice President, Chief Financial Officer (Principal Financial Officer)February 22, 2016
Gregory J. Larson
/s/ BRIAN G. MACNAMARASenior Vice President, Corporate Controller (Principal Accounting Officer)February 22, 2016
Brian G. Macnamara
/s/ MARY L. BAGLIVODirectorFebruary 22, 2016
Mary L. Baglivo
/s/ SHEILA C. BAIRDirectorFebruary 22, 2016
Sheila C. Bair
/s/ TERENCE C. GOLDENDirectorFebruary 22, 2016
Terence C. Golden
/s/ ANN MCLAUGHLIN KOROLOGOSDirectorFebruary 22, 2016
Ann McLaughlin Korologos
/s/ JOHN B. MORSE, JR.DirectorFebruary 22, 2016
John B. Morse, Jr.
/s/ WALTER C. RAKOWICHDirectorFebruary 22, 2016
Walter C. Rakowich
/s/ GORDON H. SMITHDirectorFebruary 22, 2016
Gordon H. Smith

SCHEDULE III

Page 1 of 5

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

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2015

(in millions)

Initial CostSubsequentForeignGross Amount at December 31, 2015Date of
Buildings &CostsCurrencyBuildings &AccumulatedCompletion ofDateDepreciation
DescriptionDebtLandImprovementsCapitalizedAdjustmentLandImprovementsTotalDepreciationConstructionAcquiredLife
Hotels:
Atlanta Marriott Perimeter Center$—$15$7$36—$15$43$58$31—197640
Atlanta Marriott Suites Midtown——269——353520—199640
Axiom Hotel—36381—3639753—201433
Boston Marriott Copley Place——20377——280280119—200240
Calgary Marriott Downtown—51844—5626725—199640
Chicago Marriott Suites Downers Grove—21412—2262813—199640
Chicago Marriott Suites O'Hare—53610—5465123—199840
Coronado Island Marriott Resort & Spa——5329——828246—199740
Costa Mesa Marriott—3188—3262915—199640
Courtyard Chicago Downtown/River North—72714—7414826—199240
Denver Marriott Tech Center Hotel—62629—6556134—199440
Denver Marriott West——1214——262619—198340
Embassy Suites Chicago-Downtown/Lakefront——8616——10210231—200440
Gaithersburg Marriott Washingtonian Center—72213—7354220—199340
Grand Hyatt Atlanta in Buckhead—88829—811712554—199840
Grand Hyatt Washington—15424726—15427342736—201233
Harbor Beach Marriott Resort & Spa150—62112——174174100—199740
Hilton Melbourne South Wharf63—13613(49)—10010016—201131
Hilton Singer Island Oceanfront Resort—21022—2323420—199440
Houston Airport Marriott at George Bush Intercontinental——1080——909047—198440
Houston Marriott at the Texas Medical Center——1925——444428—199840

S-1

SCHEDULE III

Page 2 of 5

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

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 2015

(in millions)

Initial CostSubsequentForeignGross Amount at December 31, 2015Date of
Buildings &CostsCurrencyBuildings &AccumulatedCompletion ofDateDepreciation
DescriptionDebtLandImprovementsCapitalizedAdjustmentLandImprovementsTotalDepreciationConstructionAcquiredLife
Hyatt Place Waikiki Beach—121202—1212213411—201334
Hyatt Regency Cambridge, Overlooking Boston—188410—199311251—199840
Hyatt Regency Maui Resort & Spa—9221243—8126634794—200340
Hyatt Regency Reston100117827—1210411648—199840
Hyatt Regency San Francisco Airport—1611960—2017519581—199840
Hyatt Regency Washington on Capitol Hill—4023041—4027131181—200540
JW Marriott Atlanta Buckhead—162128—16496532—199040
JW Marriott Desert Springs Resort & Spa—13143139—13282295146—199740
JW Marriott Hotel Rio de Janeiro—13293(26)514192—201040
JW Marriott Houston—42641—6657134—199440
JW Marriott Mexico City—113519—10556545—199640
JW Marriott Washington D.C.—269861—2615918578—200340
Key Bridge Marriott——3836——747466—199740
Manchester Grand Hyatt, San Diego——54854——602602100—201135
Manhattan Beach Marriott——2930——595933—199740
Marina del Rey Marriott——1331——444423—199540
Marriott Marquis San Diego Marina——202283——485485238—199640
Miami Marriott Biscayne Bay——2734——616142—199840
Minneapolis Marriott City Center—342743—347010455—199540
New Orleans Marriott—1696126—16222238139—199640
New York Marriott Downtown—197948—1912714671—199740
New York Marriott Marquis—49552215—49767816546—198640
New Zealand Hotel Portfolio36—37(7)(3)—27277—201135
Newark Liberty International Airport Marriott——3046——767641—198440
Newport Beach Marriott Bayview—61412—6263215—198840
Newport Beach Marriott Hotel & Spa—1113116—813214080—198840
Orlando World Center Marriott—18157375—29521550247—199740

S-2

SCHEDULE III

Page 3 of 5

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

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 2015

(in millions)

Initial CostSubsequentForeignGross Amount at December 31, 2015Date of
Buildings &CostsCurrencyBuildings &AccumulatedCompletion ofDateDepreciation
DescriptionDebtLandImprovementsCapitalizedAdjustmentLandImprovementsTotalDepreciationConstructionAcquiredLife
Philadelphia Airport Marriott——4217——595930—199540
Residence Inn Arlington Pentagon City—62911—6404621—199640
Rio de Janeiro Parque Olympico Hotels—2139—(28)11213212014—35
San Antonio Marriott Rivercenter——8684——17017090—199640
San Antonio Marriott Riverwalk——4530——757539—199540
San Cristobal Tower, Santiago—7152(7)512174—200640
San Francisco Marriott Fisherman’s Wharf—62021—6414727—199440
San Francisco Marriott Marquis——278114——392392249—198940
San Ramon Marriott——2222——444424—199640
Santa Clara Marriott——3956——959582—198940
Scottsdale Marriott at McDowell Mountains—8487—8556317—200440
Scottsdale Marriott Suites Old Town—32010—3303317—199640
Seattle Airport Marriott—34220—3626546—199840
Sheraton Boston Hotel—4226268—4233037298—200640
Sheraton Indianapolis Hotel at Keystone Crossing—35133—8798725—200640
Sheraton Memphis Downtown Hotel——1650——666632—199840
Sheraton New York Times Square Hotel—346409200—346609955187—200640
Sheraton Parsippany Hotel—83019—8495717—200640
Sheraton San Diego Hotel & Marina——32836——36436499—200640
Sheraton Santiago Hotel & Convention Center—191113(11)1418328—200640
Swissôtel Chicago—2913283—2921524488—199840
Tampa Airport Marriott——924——333327—197140
The Camby Hotel—10639—10728235—199840
The Fairmont Kea Lani, Maui—5529459—55353408110—200440
The Logan—266021—278010742—199840
The Phoenician Hotel—72307——723073796—201532
The Ritz-Carlton, Amelia Island—2511577—2519221792—199840
The Ritz-Carlton, Buckhead—148163—1514315884—199640
The Ritz-Carlton, Marina del Rey——5229——818147—199740

S-3

SCHEDULE III

Page 4 of 5

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

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 2015

(in millions)

Initial CostSubsequentForeignGross Amount at December 31, 2015Date of
Buildings &CostsCurrencyBuildings &AccumulatedCompletion ofDateDepreciation
DescriptionDebtLandImprovementsCapitalizedAdjustmentLandImprovementsTotalDepreciationConstructionAcquiredLife
The Ritz-Carlton, Naples—19126136—21260281145—199640
The Ritz-Carlton, Naples Golf Resort—221071—2281103282002—40
The Ritz-Carlton, Tysons Corner——8926——11511555—199840
The St. Regis Houston—63320—6535921—200640
The Westin Buckhead Atlanta—58432—611512152—199840
The Westin Chicago River North—3311611—3312716018—201040
The Westin Cincinnati——5415——696922—200640
The Westin Denver Downtown——8917——10610630—200640
The Westin Georgetown, Washington D.C.—168015—169511129—200640
The Westin Indianapolis—1210016—1211612832—200640
The Westin Kierland Resort & Spa—10028024—10030440474—200640
The Westin Los Angeles Airport——10219——12112136—200640
The Westin Mission Hills Resort & Spa—4047(40)—13344720—200640
The Westin New York Grand Central—15615279—15623138765—201140
The Westin Seattle—3917533—3920824754—200640
The Westin South Coast Plaza, Costa Mesa——4622——686833—200640
The Westin Waltham-Boston—95917—9768523—200640
Toronto Marriott Downtown Eaton Centre Hotel——2720——474729—199540
W New York—13810271—13817331162—200640
W New York - Union Square—4814510—4815520323—201040
W Seattle—111255—1113014133—200640
Washington Dulles Airport Marriott——341——444436—197040
Washington Marriott at Metro Center—202427—20517132—199440
Westfields Marriott Washington Dulles—73218—7505730—199440
YVE Hotel Miami—1541——1541562—201433
Total hotels:3492,0749,3014,418(124)2,03613,63315,6695,760
Other properties, each less than 5% of total—4413—813217—various40
TOTAL$349$2,078$9,305$4,431$(124)$2,044$13,646$15,690$5,767

S-4

SCHEDULE III

Page 5 of 6

HOST HOTELS & RESORTS, INC., AND SUBSIDIARIES

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

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2015

(in millions)

Notes:

(A)The change in total cost of properties for the fiscal years ended December 31, 2015, 2014 and 2013 is as follows:
Balance at December 31, 2012$15,661
Additions:
Acquisitions184
Capital expenditures and transfers from construction-in-progress353
Deductions:
Dispositions and other(789)
Impairments(1)
Balance at December 31, 201315,408
Additions:
Acquisitions137
Capital expenditures and transfers from construction-in-progress288
Deductions:
Dispositions and other(501)
Impairments(6)
Balance at December 31, 201415,326
Additions:
Acquisitions419
Capital expenditures and transfers from construction-in-progress391
Deductions:
Dispositions and other(368)
Impairments—
Assets held for sale(78)
Balance at December 31, 2015$15,690
(B)The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2015, 2014 and 2013 is as follows:
Balance at December 31, 2012$4,768
Depreciation and amortization550
Dispositions and other(270)
Balance at December 31, 20135,048
Depreciation and amortization547
Dispositions and other(219)
Balance at December 31, 20145,376
Depreciation and amortization566
Dispositions and other(148)
Depreciation on assets held for sale(27)
Balance at December 31, 2015$5,767
(C)The aggregate cost of real estate for federal income tax purposes is approximately $10,634 million at December 31, 2015.
(D)The total cost of properties excludes construction-in-progress properties.

S-5

EXHIBIT INDEX
Exhibit No.Description
3.Articles of Incorporation and Bylaws
3.1Articles of Restatement of Articles of Incorporation of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, L.P. Registration Statement on Form S-4 (SEC File No. 333-170934), filed on December 2, 2010).
3.1AThird Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
3.2Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective November 6, 2008 (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on November 12, 2008).
3.3Articles Supplementary of Host Hotels & Resorts, Inc. filed with the State Department of Assessments and Taxation of Maryland on March 27, 2014 (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on March 27, 2014).
4.Instruments Defining Rights of Security Holders
4.1See Exhibit 3.1, 3.2 and 3.3 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.
4.2Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807) filed on October 2, 1998).
4.3Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Host Marriott Corporation’s Current Report on Form 8-K dated August 6, 1998) (SEC File No. 001-05664).
4.4Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc., Host Marriott, L.P., the entities identified therein as New Subsidiary Guarantors and Marine Midland Bank, as Trustee, to the Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the Guarantors named therein, Subsidiary Guarantors named therein and the Trustee (incorporated by reference to Exhibit 4.3 of Host Marriott, L.P.’s Current Report on Form 8-K filed with the Commission on December 31, 1998) (SEC File No. 333-55807).
4.5Registration Rights Agreement, dated December 22, 2009, among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc. and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., in their capacity as representatives of the several initial purchasers of the debentures, related to the 2.50% Exchangeable Senior Debentures due 2029 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on December 23, 2009).
4.6Forty-First Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on November 18, 2011).
4.7Forty-Second Supplemental Indenture, dated March 22, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 23, 2012).
EXHIBIT INDEX
Exhibit No.Description
4.8Forty-Third Supplemental Indenture, dated August 9, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on August 9, 2012).
4.9Forty-Fourth Supplemental Indenture, dated March 28, 2013, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 28, 2013).
4.10Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc., and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.11First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc. and Host Hotels &Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.12Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts L.P. Current Report on Form 8-K, filed on October 14, 2015).
10.Material Contracts
10.1Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.2Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.3Host Marriott Corporation and Host Marriott, L.P. 1997 Comprehensive Stock and Cash Incentive Plan, as amended and restated December 29, 1998, as amended January 2004 (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 2, 2004).
10.4*Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015.
10.5Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.7 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 22, 2012).
10.6Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).
10.7Form of Restricted Stock Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.33 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).
10.8Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).
EXHIBIT INDEX
Exhibit No.Description
10.9Amended and Restated Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Employee Stock Purchase Plan, effective as of January 1, 2008 (incorporated by reference to Exhibit 10.40 of Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on February 25, 2008).
10.10#Fifth Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of June 6, 2014, by and among HHR Euro II GP B.V., HST LP Euro B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 1, 2014).
10.11Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of December 15, 2009, as further amended February 2, 2012 and February 6, 2014 (incorporated by reference to Exhibit 10.14 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.12Third Amended and Restated Credit Agreement, dated as of September 10, 2015, among Host Hotels & Resorts, L.P., certain Canadian subsidiaries of Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank Securities Inc., The Bank of Nova Scotia, Bank of New York Mellon, Credit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA as documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed September 14, 2015).
12.Statements re Computation of Ratios
12.1*Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for Host Hotels & Resorts, Inc.
12.2*Computation of Ratios of Earnings to Fixed Charges and Preferred Unit Distributions for Host Hotels & Resorts, L.P.
21.Subsidiaries
21.1*List of Subsidiaries of Host Hotels & Resorts, Inc.
21.2*List of Subsidiaries of Host Hotels & Resorts, L.P.
23.Consents
23*Consent of KPMG LLP
31.Rule 13a-14(a)/15d-14(a) Certifications
31.1*Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.Section 1350 Certifications
32.1*Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2*Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
101.INSXBRL Instance Document.Submitted electronically with this report.
101.SCHXBRL Taxonomy Extension Schema Document.Submitted electronically with this report.
101.CALXBRL Taxonomy Calculation Linkbase Document.Submitted electronically with this report.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.Submitted electronically with this report.
101.LABXBRL Taxonomy Label Linkbase Document.Submitted electronically with this report.
101.PREXBRL Taxonomy Presentation Linkbase Document.Submitted electronically with this report.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statement of Cash Flows for the Years ended December 31, 2015, 2014 and 2013, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

*Filed herewith.
#Confidential treatment requested.
†This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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