HOST HOTELS Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On December14, 2016, Host Hotels Resorts, Inc. (the Company), the
general partner of Host Hotels Resorts, L.P., announced that W.
Edward Walter will be stepping down from his positions as
President and Chief Executive Officer and a member of the Board
of the Directors (the Board) of the Company effective December31,
2016.

The Company also announced that the Board has appointed James F.
Risoleo, age 61, as President and Chief Executive Officer and a
member of the Board effective January1, 2017. Mr.Risoleo joined
the Company in 1996 as Senior Vice President for Acquisitions,
and he was appointed Executive Vice President and Chief
Investment Officer in 2000. In 2012, he became Executive Vice
President and Managing Director of the Companys European business
activities. In 2015, Mr.Risoleo assumed leadership for all of the
Companys West Coast investment activities in addition to Europe.

In connection with his appointment as President and Chief
Executive Officer, Mr.Risoleos target annual compensation will be
increased, effective January1, 2017, to $5,300,000, which
includes (i)base salary of $825,000, (ii)target annual cash
incentive of $1,062,500 and (iii)long term incentives with a
target value of $3,387,500. Mr.Risoleo will also be reimbursed
for relocation expenses, such as temporary housing, moving and
travel, up to $150,000.

Mr.Walter will remain with the Company until January31, 2017 to
assist with the management transition, and he will receive
severance in accordance with the Companys Severance Plan for
Executives, as described in the Companys proxy statement for its
2016 annual meeting. Under that plan, in exchange for a one year
non-solicitation and non-competition agreement, he will receive a
payment of $5,279,500, which is two times his annual base salary
plus two times the average of the annual incentive bonus for the
three years 2013-2015, and continued coverage of group medical,
vision and dental benefits for 18 months, for which the Company
will pay the premium costs. Mr.Walter will not be entitled to
receive a separate annual cash bonus for performance year 2016
under the Companys annual incentive bonus plan, which requires
employment on the date of payment. Under the restricted stock
agreement for performance year 2016, Mr.Walter will vest in
250,681 shares of common stock, which represent shares that would
vest at the target level of performance for 2016 (50% of his
annual award). Mr.Walter will also receive his distribution under
the Executive Deferred Compensation Plan in accordance with the
terms of that plan.

A copy of the Companys press release announcing the departure of
Mr.Walter and appointment of Mr.Risoleo is attached hereto as
Exhibit 99.1.

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 hereunto duly authorized.

About HOST HOTELS & RESORTS, L.P. (NYSE:HST)

Host Hotels & Resorts, Inc. (Host Inc.) operates as a self-managed and self-administered real estate investment trust. The Company operates through hotel ownership segment. The Company owns properties and conducts operations through Host Hotels & Resorts, L.P., in which the Company holds approximately 99% of the partnership interests (OP units). Its portfolio consists of luxury and upper upscale properties located in the central business districts of cities and near resort/conference destinations. In addition to its consolidated hotel portfolio, the Company also owns non-controlling interests in several entities and owned interest in approximately 20 hotel properties. The Company’s lodging portfolio consists of over 100 luxury and upper-upscale hotels containing approximately 57,000 rooms, with the majority located in the United States and with approximately 20 of the properties located outside of the United States, in Australia, Brazil, Canada, Chile, Mexico and New Zealand.

HOST HOTELS & RESORTS, L.P. (NYSE:HST) Recent Trading Information

HOST HOTELS & RESORTS, L.P. (NYSE:HST) closed its last trading session up +0.17 at 19.18 with 6,670,948 shares trading hands.