Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers


On October 6, 2020, Host Hotels & Resorts, Inc. (the "Company"), the general
partner of Host Hotels & Resorts, L.P., announced that on September 30, 2020
Brian G. Macnamara informed the Company of his intention to retire from his
position as senior vice president, corporate controller and principal accounting
officer of the Company effective December 31, 2020, after 25 years of
distinguished service to the Company. Mr. Macnamara will continue to work with
the Company as a senior advisor reporting to Sourav Ghosh, the Company's
executive vice president and chief financial officer, through July 1, 2021.
The Board of Directors of the Company has elected Joseph Ottinger to succeed
Mr. Macnamara as corporate controller and principal accounting officer effective
January 1, 2021. Mr. Ottinger was also promoted to senior vice president
effective October 5, 2020. Mr. Ottinger, age 44, joined the Company in 1999 and
has served as vice president, financial reporting since April 2012 and assistant
controller of the Company since January 2017. Prior to that time, Mr. Ottinger
held a series of positions with increasing financial reporting responsibilities
within the Company's finance organization. Effective for 2021, Mr. Ottinger will
participate at the level of senior vice president and department head in the
annual incentive award program and in long-term equity-based compensation
granted under the Company's comprehensive stock and cash incentive plan.
A copy of the Company's press release announcing the retirement of Mr. Macnamara
and the promotion of Mr. Ottinger is attached hereto as Exhibit 99.1.
Forward-Looking Statements
In this Current Report on Form
8-K,
we make forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are identified
by their use of terms and phrases such as "anticipate," "believe," "could,"
"expect," "may," "intend," "predict," "project," "plan," "will," "estimate" and
other similar terms and phrases. Forward-looking statements are based on
management's current expectations and assumptions and are not guarantees of
future performance. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results to differ
materially from those anticipated at the time the forward-looking statements are
made. These risks and uncertainties include the potential impact of
COVID-19
and other risks and uncertainties associated with our business described in our
Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly
Reports on Form
10-Q
for the quarters ended March 31, 2020 and June 30, 2020 and in other filings
with the Securities and Exchange Commission. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that we will attain these
expectations or that any deviations will not be material. Except as otherwise
required by the federal securities laws, we disclaim any obligations or
undertaking to publicly release updates to any forward-looking statement
contained in this report to conform the statement to actual results or changes
in our expectations.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.       Description

99.1          Press Release Announcing Controller Transition and Promotions, dated
            October 6, 2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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