UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Host Hotels & Resorts, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

April 1, 201010, 2013

Dear Fellow Stockholder:

I am pleased to invite you to our 20102013 Annual Meeting of Stockholders of Host Hotels & Resorts, Inc., which will be held at 10:00 a.m. EDT on Thursday, May 6, 2010,16, 2013, at The Ritz-Carlton, Tysons Corner in McLean, Virginia. The doors will open at 9:30 a.m. EDT. Our directors and management team will be available to answer questions.

The attendance of stockholders at our annual meetingsmeeting is helpful in maintaining communication and understanding.understanding of our business. We hope you will be able to join us. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Youyou can ensure that your shares are represented at the meeting by promptly voting over the Internet,and submitting your proxy by telephone or by using a traditionalInternet, or by completing, signing, dating and returning your proxy card.form. Instructions for these convenient ways to vote are set forth on the enclosed proxy card. If you attend the meeting, you may continue to have your shares voted as instructed in the proxy or you may withdraw your proxy at the meeting and vote your shares in person.

We describe in detail the actions we expectproposals to takebe introduced at the annual meeting in the attached Notice of 20102013 Annual Meeting of Stockholders and Proxy Statement. Our 20092012 Annual Report (including our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission) is also enclosed. We encourage you to read our 2012 Annual Report and hope you will find it interesting and useful. Thank you for your continued interest in Host Hotels & Resorts, and we look forward to seeing you at the meeting.

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817-1109

NOTICE OF 20102013 ANNUAL MEETING OF STOCKHOLDERS

Agenda

Voting

You may vote if you were a holder of record of our common stock at the close of business on March 9, 2010.20, 2013, the record date. We are first sending the Notice of Annual Meeting, Proxy Statement and our 2012 Annual Report on April 10, 2013 to all stockholders entitled to vote at the meeting. Whether or not you plan to attend the annual meeting, please vote in one of the following ways:

April 1, 2010

Please refer to the back page of the Proxy Statement for information on accommodations and directions to the hotel.10, 2013

PROXY STATEMENT

Table of Contents

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ii

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Voting Matters

Board Nominees

The following table provides summary information about each director nominee. Directors are elected annually by a majority of votes cast.

ATTENDANCE AND VOTING MATTERS

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. This proxy is being solicited by the Board of Directors, and we have designated Larry K. Harvey and Elizabeth A. Abdoo as proxies for this annual meeting. When you properly sign your proxy card or vote via telephone or the Internet, you are giving the persons named on the card your direction to vote your shares of common stock at the annual meeting as you designate.

It is a document that summarizes information that we are required to provide you under the rules of the Securities and Exchange Commission, or SEC, when we ask you to vote your shares or designate a proxy. It is designed to assist you in voting.

You should vote by completing and signing each proxy card you receive. You will receive separate proxy cards for all of the shares you hold in different ways, such as jointly with another person, or in trust, or in different brokerage accounts.

WithStockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A., or Computershare, you are considered the stockholder of record with respect to each nominee, stockholders may:those shares, and the Notice of Annual Meeting, Proxy Statement and our 2012 Annual Report were sent directly to you by the Company.

Stockholders may:

Anyone who owned common stock of the Company at the close of business on March 9, 2010,20, 2013, the record date, can vote at the annual meeting. We are first sending the enclosed proxy card and this proxy statement on April 1, 2010 to all stockholders entitled to vote at the meeting.

Our 2009The included glossy 2012 Annual Report together withand our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC has been(which together comprise the 2012 Annual Report of the Company), is being mailed to stockholders with this proxy statement.Proxy Statement. If you share an address

with any of our other stockholders, your household might receive only one copy of these

documents. To request individual copies for each stockholder in your household, please contact our Investor Relations department at 240-744-1000, by e-mail to ir@hosthotels.com, or by mail to Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, MD 20817, Attn: Investor Relations. To ask that only one set of the documents be mailed to your household, please contact your bank, broker or other nominee or, if you are a stockholder of record, please call our transfer agent, Computershare Trust Company, N.A. (“Computershare”) at 866-367-6351 toll-free within the United States and Canada; outside the United States and Canada at 781-575-4320, or by mail at P.O. Box 43078, Providence, Rhode Island 02940.

Voting in Person at the Meeting. If you are a stockholder of record as of the close of business on March 9, 201020, 2013 and attend the annual meeting, you may vote in person at the meeting. If your shares are held by a broker, bank or other nominee (i.e., in “street name”) and you wish to vote in person at the meeting, you will need to obtain a proxy form from the broker, bank or other nominee that holds your shares of record.

Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares in your own name as a holder of record, you may vote your shares as follows:

Voting by Proxy for Shares Registered in Street Name. If your shares are held in street name, you will receive instructions from your broker, bank or other nominee which you must follow in order to have your shares of common stock voted.

The individuals named on the enclosed proxy card are your proxies. They will vote your shares as you indicate. If you sign and return your proxy card but do not indicate how you wish to vote and you hold your shares in your own name as a holder of record, all of your shares will be voted:voted as recommended by the Board of Directors.

(2)

FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2010; and

However, if you hold your shares in street name, it is critical that you cast your vote in order for your vote to count in the election of directors (proposal one).count. In the past, if you held your shares in street name and you did not indicate how you wanted to vote those shares, in the election of directors, your bank or broker was allowed to vote those shares on your behalf in the election of directors and other routine matters as they deemed appropriate. Now, due to recent regulatory changes, your bank or broker is no longer is able to vote your shares on a

discretionary basis in the election of directors.most matters. If you hold your shares in street name and do not instruct your bank or broker how to vote, in the election of directors, then no votes will be cast on your behalf in the election of directors. Your bank or broker will continue to have discretion to vote your shares onfor all matters other than the ratification of the appointment of KPMG LLCLLP as the Company’s independent registered public accountants for 20102013 (proposal two) if you do not provide instructions on this proposal.2).

You may revoke your proxy at any time before the annual meeting if you:

The mailing address for Computershare is P.O. Box 43078, Providence, Rhode Island 02940. The overnight delivery address for Computershare is: 250 Royall Street, Canton, Massachusetts 02021.

At the close of business on March 9, 2010, there were 654,455,636 shares of our common stock issued and outstanding. Every stockholder is entitled to one vote for each share of common stock held.

In the election of directors, each nominee must receive more “For” votes than “Against” votes in order to be elected as a director. The proposalaffirmative vote of a majority of votes cast at the meeting is required to ratify the appointment of KPMG LLP as the Company’s independent registered public accountants for 2010 requires approval by2013 and to approve the affirmative vote of a majority of votes castadvisory resolution on the proposal.

A majority of the outstanding shares entitled to vote, present in person or by proxy, constitutes a quorum. We must have a quorum to conduct the annual meeting. If a quorum is not present or if we decide that more time is necessary for the solicitation of proxies, we may adjourn the annual meeting. We may do this with or without a stockholder vote. If there is a stockholder vote to adjourn, the named proxies will vote all shares of common stock for which they have voting authority in favor of the adjournment.

Shares of our common stock represented by proxies that are marked “abstain,” or which constitute broker non-votes, will be counted as present at the meeting for the purpose of determining a quorum. Broker non-votes occur when a nominee holding shares of our common stock for a beneficial owner returns a properly executed proxy but has not received voting instructions from the beneficial owner and such nominee does not possess or does not choose to exercise discretionary authority with respect to such shares. Abstentions and broker non-votes will have no effect on the results of the vote on the election of directors or the results of the vote to ratify the appointment of KPMG LLP.proposals 2 and 3.

Copies of the Company’s Corporate Governance Guidelines, codes of conduct and other documents referenced in this proxy statement can be accessed in the “Investor Relations—Governance” section of the Company’s website athttp://www.hosthotels.com. Copies of these documents are also available in print to stockholders upon request by writing to:

Host Hotels & Resorts, Inc.

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

Attention: Investor Relations

Although we do not know of any other business to be considered at the annual meeting other than the proposals described in this proxy statement, if any other business is properly presented at the annual meeting your signed proxy card gives authority to Larry K. Harvey and Elizabeth A. Abdoo, or either of them, to vote on such matters in their discretion. Unless otherwise required by our Charter or Bylaws or by applicable Maryland law, any other matter properly presented for a vote at the meeting will require the affirmative vote of a majority of the votes cast.

Computershare Trust Company, N.A., our transfer agent, will act as the inspectors of election and will tabulate the votes.

Q.	Who pays the cost of this proxy solicitation?

We bear all expenses incurred in connection with the solicitation of proxies. We have hired the firm of MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $7,000,$10,000, plus expenses. We will reimburse brokers, fiduciaries and custodians for their reasonable expenses related to forwarding our proxy materials to those beneficial owners.

No. In addition to mailing these proxy solicitation materials, our officers and employees may solicit proxies by further mailings or personal conversations, or by telephone, facsimile or other electronic means.

Preliminary voting results will be announced at the annual meeting. Final voting results will be disclosed on a Form 8-K filed with the SEC within four business days of the date of the annual meeting, which will be available on the Company’s website athttp://www.hosthotels.com.

CORPORATE GOVERNANCE AND BOARD MATTERS

Corporate Governance

Our Board of Directors oversees the management of the Company and its business for the benefit of our stockholders in order to enhance stockholder value over the long-term. The Board has adopted Corporate Governance Guidelines in 2002. These Guidelineswhich are reviewed annually and periodically amended as the Board enhances the Company’s corporate governance practices. The Company’s Corporate Governance Guidelines, codes of conduct and other documents describing the Company’s corporate governance practices can be accessed in the “Investor Relations—Governance” section of the Company’s website athttp://www.hosthotels.com. Copies of these documents are also available in print to stockholders upon request.

In recent years, the Board has implemented numerous corporate governance enhancements to further strengthen the Board’s capacity to oversee the Company and to serve the long-term interests of all stockholders. These include:

The Company invites stockholders and other interested parties to communicate any concerns they may have about the Company directly and confidentially with any of (i) the full Board of Directors, (ii) the presiding directorLead Director or (iii) the non-management directors as a group, by writing to the Board of Directors, the PresidingLead Director or the Non-Management Directors at Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Bethesda, MD 20817, Attn: Secretary. The Secretary will review and forward all stockholder communications to the intended recipient except those unrelated to the duties and responsibilities of the Board, such as junk mail and mass mailings, resumes and other forms of job inquiries, surveys, new business suggestions, business solicitations or advertisements. In addition, material that is hostile, threatening, illegal or similarly unsuitable or outside the scope of Board matters or duplicative of other communications previously forwarded to the recipient will also be excluded. The Secretary shall retain for three years copies of all stockholder communications that are forwarded.

Code of Business Conduct and Ethics

The Board has also adopted a code of business conduct and ethics that applies to all officers and employees of the Company and a code of business conduct and ethics and conflict of interest policy that applies to the Board of Directors.Board. The purpose of these codes of conduct is to promote honest and ethical conduct; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and to promote compliance with all applicable rules and regulations that apply to the Company and its officers, employees and directors.

Board Leadership Structure

Our governance structureframework provides the Board with the flexibility to select the appropriate leadership structure for the Company. This will be driven by the needs of the Company as well as the particular makeup of the Board of Directors at any point in time. As a result, no policy exists requiring the combination or separation of leadership roles, and the Company’s governing documents do not mandate a particular structure.

Our current leadership structure is comprised of the Chairman of the Board, a separate Chief Executive Officer, an independent director serving as the presiding director ofLead Director who presides over the non-management directors, and strong active independent directors. The CEO is responsible for setting the strategic direction of the Company and for the day to day leadership and management of the Company, while the Chairman of the Board provides guidance to the CEO, directs the agenda for Board meetings and presides over meetings of the full Board of Directors.Board. This structure reflects the continued strong leadership, industry experience and energy brought to the Board of Directors by Richard E. Marriott, who has led the Company as Chair since its split with Marriott International in 1993. His over 47 year career at the Company uniquely provides him with a perspective and wealth of knowledge that is invaluable to the Board.

Another component of our leadership structure is the active role played by our independent directors in overseeing the Company’s business, both at the Board and Committee level. SixSeven of eightnine of our current directors nominees are considered independent within the meaning of the rules of the New York Stock Exchange. Under our Corporate Governance Guidelines, non-management directors meet in executive session without the presence of the CEO, the Chairman of the Board or other executive officers. The purpose of these sessions is to promote open discussions among the independent directors concerning the business and affairs of the Company as well as matters concerning management, without any member of management present. In accordance with our Corporate Governance Guidelines, the

The Chair of our Nominating and Corporate Governance Committee, Robert M. Baylis, presides atserves as our Lead Director. As such, he convenes and chairs all meetings of non-management directors in executive sessions of non-management directors. Mr. Baylis alsoon a quarterly basis and more, if needed, serves as the principal liaison between the non-employee directors and the CEO and Chairman, and serves as the director to whom correspondence may be directed on behalf of the non-management directors as a group, as described above under “Corporate Governance.” The position and role of the Lead Director is intended to expand lines of communication between the Board and members of management. It is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management.

At least annually, the Nominating and Corporate Governance Committee discusses the structure and composition of the Board of Directors and reviews the current leadership structure. This is discussed with the full Board as part of the Board’s annual evaluation to assess its effectiveness and takes into account our current business plans and long-term strategy as well as the particular makeup of the Board at that time.

Independence of Directors

It is the Board’s policy that a majority of the directors of the Company be independent. To be considered independent, a director must not have a material relationship with the Company that could interfere with a director’s independent judgment. To be considered independent, directors must also be “independent” within the meaning of the New York Stock Exchange’s requirements. To assist the Board in determining whether a director is independent, the Board has adopted standards for independence set forth in the Company’s Corporate Governance Guidelines.

Under these standards, a director is not considered independent if, within the past three years:

In addition, the Board of Directors also considers the following factors, among others, in making its independence determinations:

Consistent with these considerations, the Nominating and Corporate Governance Committee reviewed directors’ responses to a questionnaire asking about their relationships with the Company, as well as those of their immediate family members, and other potential conflicts of interest. The Committee determined that all of the directorsdirector nominees other than Mr. Marriott and Mr. Walter are independent and recommended this conclusion to the Board.Board that Messrs. Baylis, Golden, Morse, Smith and Rakowich and Ms. Korologos and Ms. Bair have been determined to be independent. The Board approved the determination that sixseven of the Company’s eight directorsnine director nominees are independent. Messrs. Marriott and Walter are not independent because they are Company employees.

PricewaterhouseCoopers (“PWC”) has served, since 1998, as the Company’s internal auditor. Mr. Brittain retired from PWC in 2002, and receives unfunded retirement and other benefits from PWC, a portion of which is variable depending on PWC’s financial results. Mr. Brittain has never been involved in any matters concerning the Company. The Board determined that these factors alone would not impede a determination of independence for Mr. Brittain.

The Board’s Role in Risk Oversight

TheOur Board asof Directors has overall responsibility for risk oversight with a whole overseesfocus on the variousmost significant risks facing the Company, with reviewsCompany. Reviews of certain areas beingare conducted by the relevant Committees that report on their deliberations to the Board. In this regard, the Board seeks to understand and oversee critical business risks. Risks are considered in almost all business decisions and as part of the Company’s business

strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, appropriate risk-taking is essential for the Company to be competitive and to achieve its business objectives.

The chart below summarizes the primary areas of risk oversight for the Board and its Committees.committees.

The Board and its Committeescommittees implement their oversight responsibilities through management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include strategic, operating, financial, legal, compliance and reputational risk. Management communicates routinely with the Board, its Committees and individual directors on the significant risks identified through this process and how they are being managed.

Political Contributions

The Company does not have a Political Action Committee nor does it make contributions to political parties or individual candidates. The Company does contribute to trade associations and organizations, such as the National Association of Real Estate Investment Trusts (NAREIT), the American Hotel & Lodging Association, U.S. Travel Association and Real Estate Round Table and has memberships with the Maryland Chamber of Commerce and DC Chamber of Commerce. The Company’s participation as a member of these various industry and trade groups comes with the understanding that we may not always agree with the positions of the larger organization and/or other members, and that we are committed to voicing our concerns as appropriate through our employees who may serve on the board and committees of these groups.

Meetings and Committees of the Board

The Board met sevensix times in 2009.2012. Each director attended at least 75%80% of the meetings of the Board and of the committees on which the director served. The Company expectsUnder the Corporate Governance Guidelines, directors are expected to attend the annual meeting of stockholders. Allstockholders, and all directors attended the annual meeting in 2009.2012. Under our Corporate Governance Guidelines, non-management directors meet in executive session without management and did so after each regularly scheduled

Board meeting in 2009.2012. Mr. Baylis, the Chair of the Nominating and Corporate Governance Committee and Lead Director, presided over the executive sessions of the non-management directors.

The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Compensation Policy Committee and the Nominating and Corporate Governance Committee. The Board has adopted a written charter for each committee, all of which are available on the Company’s website (http://www.hosthotels.com). Copies of these charters are also available in print to stockholders upon request. SeeHow can I obtain copies of documents referenced in this proxy statement?Each committee consists entirely of independent directors in accordance with New York Stock Exchange rules. The Board generally makes committee assignments in May after the annual meeting of stockholders, upon recommendation of the Nominating and Corporate Governance Committee. The Board may from time to time appoint other committees as circumstances warrant. Any new committees will have authority and responsibility as delegated by the Board of Directors.Board.

Committee		Current Members		Number of Meetings Held in 20092012 and Committee Functions
Nominating and Corporate Governance		Robert M. Baylis (Chair) Ann McLaughlin Korologos John B. Morse, Jr. Gordon H. Smith		•    Number of meetings: Four   •    Makes recommendations to the Board on corporate governance matters and is responsible for keeping abreast of corporate governance developments;   •    Oversees the annual evaluation of the Board, its committees and management;   •    Reviews periodically the compensation and benefits of non-employee directors and makes recommendations to the Board of Directors or the Compensation Policy Committee of any modifications;   •    Reviews the composition of the Board and skills of directors and recommends nomination of Board members and addition of new members, as appropriate;   •    Ensures that the Board maintains its diversity; •    Reviews policies and programs on matters of corporate responsibility and sustainability, including environmental, social and other matters; and   •    Fulfills an advisory function with respect to a range of matters affecting the Board and its committees, including making recommendations with respect to:   —     selection of committee chairs and committee assignments; and   —     implementation, compliance and enhancements to codes of conduct and the Company’s Corporate Governance Guidelines.

In addition, the Chair of the Nominating and Corporate Governance Committee is the Lead Director and presides at all executive sessions of independent directors, determines the agenda for such discussions, and serves as liaison between the independent directors and the Chairman and the Chief Executive Officer.

Committee		Current Members		Number of Meetings Held in 20092012 and Committee Functions
Compensation Policy		Ann McLaughlin Korologos (Chair) Robert M. Baylis Willard W. Brittain, Jr.Walter C. Rakowich		•    Number of meetings: FiveFour   •    Oversees compensation policies and plans for the Company’s employees;   •    Reflects the Company’s compensation philosophy in structuring compensation programs;   •    Approves the goals and objectives for compensation of all executive officers of the Company and approves compensation for other members of senior management;   •    Advises our Board on the adoption of policies that govern the Company’s annual compensation and stock ownership plans;   •    Reviews and approves the Company’s goals and objectives relevant to the compensation of the CEO and evaluates the CEO’s performance in light of those goals and objectives;   •    Reviews and advises the Company on the process used for gathering information on the compensation paid by other similar businesses;   •    Reviews the Company’s succession plans relating to the CEO and other senior management;management and discusses with the full Board; and   •    Reviews periodic reports from management on matters relating to the Company’s personnel appointments and practices.

Role of the Compensation Consultant

Pursuant to its charter, the Compensation Policy Committee is authorized to retain and terminate any consultant, as well as approve the consultant’s fees, scope of work and other terms of retention. In 2005,October 2010, the Committee retained Pay Governance LLC as its advisor. Pay Governance advises and consults with the Committee on compensation consultant Towers Perrin (known as Towers Watson after merging with Watson Wyatt Worldwide effective January 1, 2010). Towers Watson hasissues, compensation design, and keeps the Committee apprised of regulatory, legislative, and accounting developments and competitive practices related to executive compensation. Pay Governance assisted the Committee in the design, structure and implementation of the executive compensation programsprogram for 2006-2008 and 2009-2011. In addition, Towers Watson advises the Committee on compensation issues and keeps the Committee apprised of regulatory developments and competitive practices related to executive compensation practices.2012. They do not determine or recommend the exact amount or form of executive compensation for any executive officers. Towers WatsonSee “Compensation Discussion and Analysis - New 2012 Compensation Program.” Pay Governance reports directly to the Committee. ACommittee, and a representative of Towers Watson,Pay Governance, when requested, attends meetings of the Committee, is available to participate in executive sessions and communicates directly with the Committee Chair or its members outside of meetings. The Chair of the Committee, acting on authority delegated by the Committee, approves anyPay Governance does no other work that Towers Watson may do for the Company and its affiliates. In 2009, Towers Watson performed work for the Company and the Company’s European joint venture, in which the Company has a 32% interest and acts as general partner. The work related to assistanceCompany.

In compliance with the valuationdisclosure requirements of pension obligations for financial reporting purposes in Italy, Spain, The Netherlands and Chile. Fees associatedthe SEC regarding the independence of compensation consultants, Pay Governance addressed each of the six independence factors established by the SEC with the Compensation Policy Committee. Its responses affirmed the independence of Pay Governance on executive compensation matters. Based on this assessment, the Committee determined that the engagement of Pay Governance does not raise any conflicts of interest or similar concerns.

this work were approximately $62,220 in 2009. The individuals involved in providing compensation consulting do not provide these other services and there is no communication between those providing compensation services and consultants providing such other services. The Compensation Policy Committee may delegate any or all of its responsibilities to a subcommittee, but did not do so in 2009.2012. The Compensation Policy Committee’s Report on Executive Compensation appears later in this proxy statement.

Compensation-Related Risks

The Compensation Policy Committee oversees the compensation policies and plans for all employees. Management, at the request of the Committee, has assessed the Company’s compensation programs and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This risk assessment process included a review of all material compensation policies and practices, which waswere discussed with the Committee. The compensation programs of the Company are all centrally designed and centrally administered. They do not vary by department or business operations. The elements of compensation for senior management and upper middle management are also the same: base salary, annual cash incentive awards and long-term incentives. The performance measures for the annual cash incentive awards are (i) Company financial metrics that are based on an annual business plan and budget reviewed and approved by the Board of Directors and (ii) personal performance goals that are derived from the annual business plan and budget and Company strategic plan, which tie to measures of long-term success of the Company. The business plan and budget are reviewed quarterly with the Board and the strategic plan is addressed annually. The personal goals are drafted by each employee annually and approved by each manager sowith the intent that there is a common purpose and accountability throughout the Company. Performance measures for long-term incentives are personal goals, corporate goals, which are tied to the business plan and budget, and total stockholder return measures. Total compensation is capped throughout our compensation programs, and the Compensation Policy Committee reviews all senior management compensation and that of any employee earning more than $250,000$500,000 in cash compensation.annual target compensation, which would include salary, bonus and equity awards. Based on the foregoing, we believe that our compensation policies and practices do not create inappropriate or excessive risk-taking.

Compensation Policy Committee Interlocks and Insider Participation

None of the members of the Compensation Policy Committee is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related person.

Identification and Evaluation of Director Candidates

Each year the Nominating and Corporate Governance Committee reviews with the Board of Directors the composition of the Board as a whole and makes a recommendation whether to renominate directors and whether to consider any new persons to be added to the Board of Directors.Board. The Committee considers director candidates suggested by members of the Committee, other directors and management. Starting in 2011, the Committee engaged the services of a third party search firm, Heidrick & Struggles, to assist in identifying and evaluating director candidates. The Committee will also consider any written suggestions of stockholders for director nominees. The recommendation must include the name and address of the candidate, a brief biographical description and a description of the person’s qualifications. Recommendations should be mailed to Host Hotels & Resorts, Inc.,

6903 Rockledge Drive, Suite 1500, Bethesda, MD 20817, Attn: Secretary. The Committee will evaluate in the same manner candidates suggested in accordance with this policy and those recommended by other sources. The Committee has full discretion in considering all nominations to the Board of Directors.Board. Alternatively, stockholders who would like to nominate a candidate for director (in lieu of making a recommendation

to the Nominating and Corporate Governance Committee) must comply with the requirements described in this proxy statement and the Company’s Bylaws. See “Stockholder Proposals for our Next Annual Meeting.”

The evaluation of director candidates involves several steps, not necessarily in any particular order. Preliminary interviews of director candidates may be conducted by the Chair of the Committee or, at his request, any other member of the Committee, the Chairman of the Board, or other directors. Background material pertaining to director candidates is distributed to the members of the Committee for their review. References are checked and analyses are performed to identify potential conflicts of interest and appropriate independence from the Company. Director candidates who the Committee determines merit further consideration are interviewed by the Chair of the Committee and other Committee members, directors and executive officers as determined by the Chair of the Committee. The results of these interviews are considered by the Committee in its deliberations.

There are certain minimum qualifications for Board membership that director candidates should possess, including strong values, high ethical standards, mature and independent judgment, diverse business experience, familiarity with the issues affecting the Company’s business, and a commitment to full participation on the Board and its committees. The Committee has adopted guidelines in its charter to be used in evaluating candidates in order to ensure a diverse and highly qualified Board of Directors.Board. In addition to the characteristics mentioned above, the guidelines provide that the Committee may consider the following criteria, including: experience in running a major enterprise, sound business acumen, experience as a board member of another publicly held company, academic expertise in an area of the Company’s operations, and a reputation, both personal and professional, consistent with the image and reputation of the Company. In addition, when considering new Board members, the Committee considers whether the candidate would qualify as an independent director under New York Stock Exchange rules and other applicable regulations.

The Board is also committed to a diversified membership, in terms of both the individuals involved and their experience. As stated in the Committee’s Charter,charter, the Committee may take into account the overall diversity of the Board, including professional background, experience, perspective, age, tenure, gender, and ethnicity. The Board is satisfied that the current nominees reflect an appropriate diversity of gender, race, age, professional background and experience but is committed to continuing to consider diversity issues in evaluating the composition of the Board.

This year, twoone new directorsdirector who havehas not previously stood for election to the Board by the stockholders, Willard W. Brittain, Jr. and Gordon H. Smith, areMs. Sheila C. Bair, is nominated for election to the Board of Directors. Both directors wereMs. Bair was identified as a candidate by an existing Board membersmember and elected to the Board in July 2009. Eacheffective October 31, 2012 on the recommendation of the Committee. Ms. Bair qualifies as an independent director under New York Stock Exchange rules.

DIRECTOR COMPENSATION

20092012 Director Fees

Directors who are employees receive no additional compensation for serving on the Board or its committees. In 2009,2012, we provided the following annual compensation to our independent directors.

Compensation Philosophy

Directors are compensated in cash and stock to align their interests with those of our stockholders. The components of director compensation are discussed below.

Cash Compensation

The Company provides non-employee directors the following cash compensation in addition to reimbursement of customary and usual travel expenses.

There are no fees paid for attendance at the 5 regularly scheduled Board meetings, however, non-employee directors would receive $1,500 for attendance at any special meeting, of which there was one in 2009.2012. Similarly, there are no fees paid for attendance at up to five meetings of the Nominating and Corporate Governance Committee and Compensation Policy Committee and up to seven meetings of the Audit Committee; however, non-employee directors receive $1,500 for attendance at any special committee meetings in excess of those amounts, of which there were none in 2012.

Stock Compensation—Annual Stock Award

Stock compensation in 2009 consisted ofNon-employee directors receive an annual award ofdirector stock units equaling the annual retainer fee ($65,000) in value and credited to each director’s deferred stock unit accountaward under the Non-Employee Directors’ Deferred Stock Compensation Plan. Under that plan, the annual award is granted to each director immediately following the annual meeting of stockholders. The number of stock units is calculated by dividing the annual retainer fee by the average of the high and low prices of our common stock on the date ofPlan effective after election at the annual meeting. In 2009,2012, the average of the high and low price of our common stock on May 14, 2009 was $7.89 and each director was credited with 8,244 stock units. On November 4, 2009, the Nominating and Corporate Governance Committee recommended, and the Board approved, a prorated annual award of stock units to Messrs. Brittain and Smith, who both joined the Board in July 2009. The number of stock units awarded was equal to the annual retainer fee multiplied by 10/12 and divided by the average of the high and low prices of our common stock on the grant date.

Directors are also credited with dividend equivalents that are equal in value to the dividends paid on our common stock. The Company will convert the stock units to common stock upon a director’s termination of service from the Board, as more fully described below.

Compensation Changes Effective in 2010

The Nominating and Corporate Governance Committee reviewed the compensation of the independent directors in 2009. Stockholder approval of the Company’s 2009 Comprehensive Stock and Cash Incentive Plan allowed more flexibility structuring directors’ compensation because, unlike the former stock plan, it allows directors to receive grants of equity. Effective January 1, 2010, the Committee recommended, and the Board approved, an increase in the annual stock retainer for independent directors from $65,000 to $75,000, to be made after the annual meeting of stockholdersequaled $90,000, with the number of shares to be determined based on the fair market value of the Company’s common stock on that date. Fair market value under the 2009 Comprehensive Stock and Cash Incentive Plan is the closing price of the Company’s stock on the date of grant. The Committee recommended no increase to the annual cash retainer, committee meeting fees or chair retainers.

Under the Non-Employee Directors’ Deferred Stock Compensation Plan, directors will receive the annual stock award in fully-vested restricted stock, unless a director makes an

election prior to the end of the year preceding the award to defer the award into stock units. Directors also would elect at that time the date when the stock units would be payable, which is either upon termination of service from the Board in a lump sum or in annual installments up to 10 years, or in a lump sum payable the earlier of (i) termination of service or (ii) 3 or 5 years from the date of grant. In addition,All directors elected to defer the Committee implemented new2012 award into stock ownership guidelines effectiveunits. The closing price of our common stock on the annual meeting date of May 10, 2012 was $16.06, so each director received either 5,604 shares or, if they deferred, they were credited with 5,604 stock units. Directors are also credited with dividend equivalents that are equal in 2010. These are discussed below.value to the dividends paid on our common stock.

Stock Ownership Policy

Effective January 1, 2010, non-employee directors must own common stock of the Company (which includes stock units held under the Non-Employee Directors’ Deferred Compensation Plan) equal in value to five times the annual cash retainer ($65,000) paid to directors. Compliance with these guidelines will be measured on the first trading day of each calendar year, using the annual cash retainer then in effect and the closing price of our common stock on that day. Any subsequent change in the value of the common stock will not affect the amount of stock that directors are required to hold during that year. In the event that the annual cash retainer increases, a non-employee director will have five years from the time of such increase to acquire any additional shares needed to meet these guidelines. There will be a transition period of five years for non-employee directors to achieve the ownership requirement. Mr. Marriott and Mr. Walter, as employees, are subject to separate stock ownership guidelines applicable to corporate officers. All directors currently meet the stock ownership guidelines, except Ms. Bair, who joined in October 2012, and Mr. Rakowich, who joined in March 2012, each of whom have four more years to meet the guidelines.

Perquisites

To encourage our directors to visit and personally evaluate and provide feedback on our properties and the managers of our properties, directors receive complimentary rooms, food and beverage and

other hotel services when they stay at properties owned by us or managed by our major operators.operators, subject to an annual limit of $30,000. In addition, directors are reimbursed for taxes associated with the value of this benefit.

Non-Employee Directors’ Deferred Stock Compensation Plan

TheIn addition to the annual stock award, the Non-Employee Directors’ Deferred Stock Compensation Plan allows directors to defer receipt of all or part of their annual cash retainer, meetingcommittee fees, and committee chair fees until after their service on the Board has ended. Under this plan, the Company has established a stock unit account for each non-employee director and all deferred fees are credited to this account as of the date the fee would have been paid. Deferred fees are converted into stock units based on the fair market value of the Company’s common stock on the date the fee otherwise would have been paid. Dividends are “reinvested” in additional stock units and credited to the account in stock units based on the market price of the stock on the date dividends are paid.

With respect to stock units received prior to January 1, 2010, uponUpon termination of service from the Board, a director’s stock unit account is settled by delivering an amount of our shares of common stock equal to the number of stock units, and, with respect to any deferred cash fees, directors had the option to receive such shares as a lump sum or in substantially equal annual installments over a period not to exceed 10 year period.years. With respect to annual stock awards, directors may also elect to defer payment of the award as set forth above.

PROPOSAL ONE

ELECTION OF DIRECTORS

Our Board of Directors currently consists of eightnine members. Each director nominee stands for election every year. Each nominee has consented to serve if elected, but should any director nominee be unavailable to serve (an event which our Board does not now anticipate), the proxies named on your proxy card will vote for a substitute nominee recommended by the Board of Directors.Board. Alternatively, should such circumstances arise, the Board, on the recommendation of the Nominating and Corporate Governance Committee, may decide to reduce the size of the Board and the number of nominees.

Except in a contested election, each director will be elected only if he or she receives more votes “for” than votes “against” the director nominee.. As set forth in the Company’s Corporate Governance Guidelines, any director nominee who is not elected by the vote required and who is an incumbent director must immediately tender his or her resignation to the Board for consideration. The Nominating and Corporate Governance Committee will then make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action is recommended. The Board will act on the tendered resignation within 90 days and will promptly disclose its decision and rationale as to whether to accept the resignation or the reasons for rejecting the resignation. If a director’s resignation is accepted by the Board, or if a nominee for director is not elected and is not an incumbent director, the Board may fill the resulting vacancy or decrease the size of the Board.

It is the responsibility of the Nominating and Corporate Governance Committee to identify, evaluate and recommend prospective director candidates for the Board, of Directors, in accordance with the policy and procedures described in the Committee’s Charter and the Company’s Corporate Governance Guidelines. The Committee regularly reviews the composition of the Board in light of the Company’s changing requirements and its assessment of the Board’s performance. The Committee seeks to include a complementary mix of individuals with diverse backgrounds and skills reflecting the broad set of challenges that the Board confronts. For more information on this process, see “Corporate Governance—Identification and Evaluation of Director Candidates.”

In assessing qualifications for nominees, the Committee expects all candidates to meet the qualifications described in the Committee’s charterCharter and the Company’s Corporate Governance Guidelines, including integrity, mature and independent judgment, diverse business experience, familiarity with the issues affecting the Company’s business, and the requisite time and ability to attend meetings and fully participate in the activities of the Board. The Committee believes that each of the nominees possesses these key attributes that are important to an effective Board. Each director nominee holds or has held senior executive positions in large organizations or government offices and has experience relevant to the Company’s business. Our directors also serve on the boards of other public and private companies and have an understanding of corporate governance practices and trends. The Committee also takes into account diversity considerations in determining the slate of directors and believes that, as a group, the nominees bring a broad range of perspectives to the boardBoard deliberations. In addition to the above, the Committee also considered the specific

experiences described in the biographical details that follow in determining to nominate the individuals set forth below for the election as directors.

The Board of Directors unanimously recommends that you vote FOR each of the nominees for director.

NOMINEES FOR DIRECTOR

Terence C. Golden, 6568		Director since 1995
		Mr. Golden served as our President and Chief Executive Officer from 1995 until his retirement in May 2000. He is the Chairman of Bailey Capital Corporation andCorporation. He is a director of Pepco Holdings, Inc., a member of the Federal City Council in Washington, D.C. In addition, Mr. Golden is a Directorand chairman of Pepco Holdings, Inc., Stemnion, Inc., The Morris and Gwendolyn Cafritz Foundation and the Chairman of Kipp DC. He is also a Trustee of the Washington Real Estate Investment Trust.KIPP-DC. In past years, Mr. Golden served as Chief Financial Officer of The Oliver Carr Company, a Director of Cousins Properties, Inc., as a member of the G2 Satellite Solutions Advisory Committee, a trustee of the Washington Real Estate Investment Trust and was also co-founder and national managing partner of Trammell Crow Residential Companies. He served as Administrator of the General Services Administration from 1985 to 1988 and was Assistant Secretary of the Treasury from 1984 to 1985.   Relevant Experience: ExtensiveQualifications: Mr. Golden brings extensive experience in real estate, hospitality and construction experience; broadthrough service in senior management positions at The Oliver Carr Company and Trammell Crow Residential Companies, as well as his service as our Chief Executive Officer for five years. Mr. Golden is an experienced business leader and brings knowledge and experience of operations, finance, and other aspects of our industry and business to the Company; demonstrated business, financial and organizational experience as former chief executive officer.Board.

Richard E. Marriott, 7174			Director since 1979
Chairman of the Board		Director since 1979

		Mr. Richard E. Marriott is our Chairman of the Board. He is Chairman of the Board of First Media Corporation and the Polynesian Cultural Center. He is the Chairman and a director of the J. Willard Marriott and Alice S. Marriott Foundation and a director of the Richard E. and Nancy P. Marriott Foundation. Mr. Marriott also serves on the Federal City Council and the National Advisory Council of Brigham Young University. He previously served on the Board of Marriott International, Inc. and is a past President of the National Restaurant Association. In addition, Mr. Marriott is the President and a Trustee of the Marriott Foundation for People with Disabilities andDisabilities. Qualifications: Mr. Marriott has a Trusteecomprehensive knowledge of the Boys & Girls Clubs of America. Relevant Experience: Comprehensive knowledgeCompany and provides unique perspective and insight into the hospitality industry;industry based on a 47 year history with the Company and Marriott International. During his tenure, Mr. Marriott has served in various executive capacities, was elected to the Board of Directors in 1979, and has served as our Chairman since 1993. Mr. Marriott has a long history of successful management of the Company.

Gordon H. Smith, 57Walter C. Rakowich, 55			Director since 2012

		Mr. Rakowich is the retired chief executive officer of Prologis, where he also served as a director of its board upon completion of the merger with AMB Property Corporation in 2011, and prior to that merger, as a trustee of the board since 2004. At Prologis, Mr. Rakowich served as co-chief executive officer from June 2011 to December 2012; chief executive officer from November 2008 to June 2011; president and chief operating officer from 2005 to 2008, and was a managing director and chief financial officer from 1998 to 2005. Prior to joining Prologis, Mr. Rakowich was a partner with real estate provider Trammell Crow Company, where he worked for nine years; before that he was a senior audit and tax consultant for PriceWaterhouse. Qualifications: Mr. Rakowich brings to the Board significant real estate and financial experience, including extensive knowledge of the issues facing large international real estate investment trusts. From 1998 to 2012, Mr. Rakowich served, over time, as chief financial officer, chief operating officer and chief executive officer of Prologis, a real estate investment trust focused on industrial real estate with extensive international operations. Mr. Rakowich provides valuable experience to the Board on issues facing the Company as it expands its international presence. In addition, Mr. Rakowich brings his extensive experience in accounting through his years working for PriceWaterhouse and he serves on our Audit Committee.
Gordon H. Smith, 60		Director since 2009
		Mr.Senator Smith is President and CEO of the National Association of Broadcasters. From March to October 2009 he was a senior advisor and resident at the Washington, D.C. office of Covington & Burling LLP as a member of the Government Affairs and International Trade practice groups. In 2008, Senator Smith completed his second term as a United States Senator from the State of Oregon, where he served on the Commerce, Science and Transportation Committee; the Energy and Natural Resources Committee; the Finance Committee; and the Indian Affairs Committee. In addition, he was a ranking member of the Senate Finance Subcommittee on International Trade and Global Competitiveness and for six years chaired the Senate Foreign Relations Subcommittee on European Affairs. Prior to his election to the United States Senate, Mr. Smithhe directed the operations of Smith Frozen Foods, his family’s frozen food processing business and is currently Chairman of the Board of Smith Frozen Foods, which is privately held. In 1992, he was elected to the Oregon State Senate, of which he became president in 1995. He also previously practiced law in the states of New Mexico and Arizona.   Relevant Experience: High-level U.S. GovernmentQualifications: Senator Smith contributes to the mix of experience and leadership;qualifications the Board seeks to maintain through his high-level U.S. government experience and leadership as a United States Senator, and through his knowledge of public policy, international affairs and trade and law; financiallaw. In addition, Senator Smith also brings to the Board significant business experience and business experience; media/broadcasting.knowledge of finance and accounting obtained through his management of Smith Frozen Foods, a leading producer of frozen foods.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee has unanimously approved and voted to recommend that the stockholders ratify the appointment of KPMG LLP as independent registered public accountants of the Company for 2010.2013. Representatives of KPMG LLP will be at the annual meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to questions.

The Board of Directors is asking stockholders to ratify the selection of KPMG LLP as our independent registered public accountants for 2010. Although ratification is not required by our Bylaws, the Board is submitting the selection of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.Company.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of KPMG LLP as independent registered public accountants of the Company for 2010.2013.

REPORT OF THE AUDIT COMMITTEE

To Our Stockholders:

The Audit Committee serves as the representative of the Board of Directors of Host Hotels & Resorts, Inc. (the “Company”) for general oversight of the Company’s financial accounting and reporting, systems of internal control and audit processes. Management of the Company has responsibility for preparing the Company’s financial statements, as well as for the Company’s financial reporting process and internal controls. KPMG LLP, acting as independent registered public accountants, is responsible for performing an independent audit of the Company’s financial statements and internal control over financial reporting and for expressing an opinion on the conformity of the Company’s financial statements with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is responsible for monitoring and overseeing these processes. The Audit Committee members are not professional accountants or auditors, and the Audit Committee’s functions are not intended to duplicate or certify the activities of management and the independent registered public accountants. In this context, the Audit Committee has:

In reliance on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K of the Company and Host Hotels & Resorts, L.P. for the year ended December 31, 2009.2012. The Annual Report on Form 10-K was filed with the Securities and Exchange Commission on March 1, 2010.February 25, 2013.

The Audit Committee

JohnJOHN B. Morse, Jr.MORSE, ChairJR., CHAIR

Robert M. BaylisGORDON H. SMITH

Willard W. Brittain, Jr.

Gordon H. SmithWALTER C. RAKOWICH

AUDITOR FEES

Principal Accountant Fees and Services

The Company was billed the following amounts for professional services by KPMG LLP, its independent registered public accountants, for 20092012 and 2008:2011:

The Audit Committee concluded that the provision of these audit-related and tax services is compatible with maintaining the independence of KPMG LLP. The Company does not engage KPMG LLP for any tax services unrelated to audit services.

Pre-Approval Policy for Services of Independent Registered Public Accountants

All services performed by KPMG LLP were pre-approved by the Audit Committee in accordance with its 20092012 pre-approval policy. The policy describes the audit, audit-related, tax and other services permitted to be performed by the independent registered public accountants, subject to the Audit Committee’s prior approval of the services and fees. On an annual basis, the Audit Committee will review and provide pre-approval for certain types of services that may be provided by the independent registered public accountants without obtaining specific pre-approval from the Audit Committee. The Audit Committee has pre-approved certain services (and corresponding cost levels) in conjunction with Committee meetings, typically conducted in February of each year. If a type of service to be provided has not received pre-approval during this annual process, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require separate pre-approval by the Committee.

The Audit Committee has designated the Senior Vice President, Corporate Controller to monitor the performance of all services provided by the independent registered public accountants and to determine whether such services are in compliance with the pre-approval policy.

Policy for Hiring Members of the Audit Engagement Team

The Audit Committee adopted a policy regarding the hiring of audit engagement team members to address the potential for impairment of auditor independence when partners and

other members of the audit engagement team accept employment with the Company. Under the policy, the Company may not hire into a financial oversight role any individuals who were members of the Company’s audit engagement team for the prior year. Individuals not subject to the one-year “cooling off” period include, among others, persons who provided less than 10 hours of audit services and individuals whose employment resulted from an emergency or other unusual situation. In all such cases, the Audit Committee must determine that the relationship is in the best interests of stockholders.the Company. In addition, the Company may not appoint a director who is affiliated with or employed by a present or former auditor of the Company until three years after the affiliation or auditing relationship has ended.

Other Company Accountants and Auditors

The Company has engaged Ernst & Young LLP for tax consultation and tax compliance services and the Audit Committee has engaged PricewaterhouseCoopers LLP as itsthe Company’s internal auditors. The purpose of the internal audit program is to provide the Audit Committee and Company management with ongoing assessments of the Company’s risk management processes and to review the effectiveness and design of internal controls at our properties and the Company’s corporate office.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (��CD&A”) provides you with information on the Company’s executive compensation programs and practices, and the decisions that the Compensation Policy Committee of the Board of Directors (the “Compensation Committee”) has made under the program. The CD&A focuses on our named executive officers for 2012, who were:

Compensation Philosophy2012 COMPANY PERFORMANCE HIGHLIGHTS

In 2012, we overcame significant headwinds caused by financial and political difficulties in the United States and globally to achieve our third year in a row of increased revenues. Some of the highlights for 2012 include:

For more complete information about our 2012 performance, please review the Company’s Annual Report on Form 10-K included in our mailing to stockholders. Adjusted FFO used by the Compensation Committee as a performance measure is the same measure the Company reports as a non-GAAP supplemental measure of operating performance in its earnings releases, financial presentations and SEC filings. For more information on this measure and a reconciliation to the comparable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Net Income (Loss) Available to Common Stockholders to NAREIT and Adjusted Funds From Operations per Diluted Share” on page 87.

RESULTS OF 2012 ADVISORY VOTE

At our 2012 annual meeting of stockholders, over 99% of the votes cast were in support of our executive compensation program. The Compensation Committee considered this favorable outcome and believed it conveyed our stockholders’ support of its decisions. The Compensation Committee will continue to consider the results from this year’s and future advisory votes to approve executive compensation.

NEW 2012 COMPENSATION PROGRAM

As our three-year executive compensation program for 2009-2011 ended, the Compensation Committee approved a new one year compensation program for 2012, which follows a philosophy that we have followed consistentlyhas been in the design and structure of our programsplace for over the lasta decade:

ElementsElements.The new compensation program retains the three key elements, base salary, annual cash incentive, and long-term incentives. Importantly, it also:

In January

Best Practices. The compensation program retains all of our prior best practices:

Target Compensation.The arrangements are effective from 2009 through 2011 and replaceCompensation Committee established total direct target compensation for executives in January 2012 at the expiredinception of the program. Total target direct compensation program which was in effect from 2006 through 2008. The program builds on the experienceconsists of previous programs and the work that the Committee began in late 2007 when Mr. Walter became Chief Executive Officer and executives were promoted and responsibilities expanded. Consistent with prior years, there are three key elements to the compensation program: base salary, annual cash incentives and equityrestricted stock and option awards. AlthoughIt does not encompass other benefits.

2012 Target Direct Compensation

Company’s common stock on the New York Stock Exchange for the 60 calendar days preceding December 31, 2011, which was $13.98. The Compensation Committee believes that an average price over a period of time is a better gauge of value as it mitigates volatility. Stock options are valued using the binomial method.

The Compensation Committee’s decisions were informed with the assistance of its independent consultant, Pay Governance. In 2011 the Committee doesrequested PayGovernance to review compensation and assist the Committee in the design of the 2012 program. For the compensation review, PayGovernance utilized data from three sources. These were (1) proxy pay data reported in the most recent proxy filings for 21 companies, (2) general industry data of companies for non-real estate specific functions, size adjusted based on revenue size, and (3) NAREIT survey data. The proxy group was chosen because it reflected current proxy data from the real estate or hospitality industry or companies of comparable size and, in many instances, with a global portfolio. It also reflected companies against which the Company competes directly for talent and investment capital. The general industry database was chosen because it presented information from a broader market than the real estate industry and is consistent with the Company’s inclusion in the S&P 500 index. While the Committee reviewed compensation information derived from the general industry group, the Committee did not followsee the identity of any of the surveyed companies. The proxy group from which the data were aggregated consisted of:

The Compensation Committee reviewed aggregated compensation data in the 25th, 50th, and 75th percentiles for the total data. The Compensation Committee did not adhere to targeting overall compensation to a certain percentile, or a range of percentiles, in a peer group. This was because each peer group has limitations, including not reflecting the experience of a person in a particular position, past performance, and elements of responsibility. The Committee, instead, used the collective data, in consultation with Pay Governance, to inform itself of the current levels of compensation in the market, and considered other factors, such as the credentials, length of service, experience, scope of responsibility, and prior performance of each individual as well as internal equity considerations among the senior management team. For example, in considering salary increases, the Committee reviewed the individual executive’s role, contribution to the management team, performance, and progression in each role as well as comparisons of compensation to the external market. The Compensation Committee also consulted Mr. Walter and discussed its recommendations for senior management with him. Mr. Walter was not involved in any discussions or determinations of his compensation. The Committee reviewed its determinations for all executives and Mr. Walter with the independent directors of the Board in executive session. The Compensation Committee did not adopt a specific formula in determining the mix of compensation at the executive level, 60% or morebut emphasized a program with a majority of the total targetopportunity based on variable long-term incentives.

2012 COMPENSATION RESULTS

Realized Pay. The table below, which supplements the Summary Compensation Table that appears on page 46, shows the compensation realized for 2012 by each named executive officer. Our compensation program allows the named executive officers to earn compensation (except salary) at “threshold”, “target” and “high” levels based on performance. In 2012 the overall compensation results are generally at “target” because overall we generally achieved a “target” level of performance. As such, the Compensation Committee believes that the program functioned as designed with pay tied to performance. As we describe later in this CD&A, key performance results were:

2012 Realized Pay Table

The difference between this supplemental table and the Summary Compensation Table presented on page 46 is primarily the method used to value stock awards and option awards. The Realized Pay Table above values the stock awards using the closing price of equityour common stock on the release date (February 6, 2013), which was $16.52, multiplied by the actual shares earned. The Realized Pay Table assigned no value to the option awards to emphasize performance and align management and stockholder interests. Each elementas of December 31, 2012 (their vesting date) as the stock price on that date of $15.67 per share was below the exercise price of the 2009-2011options of $16.23 per share. The amounts shown in the Summary Compensation Table for 2012 for stock awards reflect the grant date fair value of stock awards at the time the stock awards were deemed to be granted for accounting purposes, which is the date on which the performance criteria was established (January 20, 2012) and for option awards reflects the grant date fair value of the options on the date of grant (January 20, 2012). For a detailed description of the grant date fair value of the stock awards and option awards, please see footnote 2 to the Summary Compensation Table for 2012.

It should be noted that there is no assurance that the named executive officers would actually realize the value attributed to these stock awards even in this supplemental table, since the ultimate value of the stock awards will depend on when the released shares are sold. This table is not a substitute for the Summary Compensation Table and is intended to provide additional information that the Company believes is useful in facilitating an understanding of 2012 realized compensation program is discussed below.amounts to executive officers.

Base Salary.

Base salary is set at an annual rate, based on the level of the position within the Company, experience, scope of responsibility, and the individual’s performance. This is the only fixed component of the compensation program. The Committee generally reviews salary at the beginning of each year. Adjustments, if any, take into account an individual’s performance, responsibilities, experience, internal equity and external market data. Base salary represents between 16%-23% and 25% of the named executive officers’ total targetedtarget compensation under the 2009-20112012 program. Salaries and increases for 2012 were:

Salary increases for 2012 were determined based on the compensation review performed by Pay Governance and the considerations described above under “—Target Compensation.”

Annual Cash IncentivesIncentive.

TheAll employees participate in the annual cash incentives reward the achievement of individual performance and Company goals. Bonusesincentive program. Any awards earned are calculated as a percentage of an individual’s salary and weighted dependingbased on the level of responsibility in the Company.Company’s performance on (1) two annual financial metrics, Adjusted FFO, and Return on Invested Capital (“ROIC”, defined below), and (2) performance on individual objectives. For the named executive officers, the cash incentive is weighted based 80% on the financial performance measures and all employees at20% on the executive vice president level, 80%performance on individual objectives.Adjusted FFO accounts for 70% of the eligibletotal target financial metric and ROIC accounts for 30% of the total target financial metric.

The financial performance measures of Adjusted FFO and ROIC are key metrics for the Company and the most significant portion of executives’ cash bonus is basedtied to the Company’s annual financial performance. FFO per diluted share is the predominant measure of operating performance used by real estate investment trusts and the Company uses the measure in accordance with National Association of Real Estate Investment Trusts guidelines as a supplemental measure of operating performance in its earnings releases and financial presentations. ROIC provides an emphasis on investing capital effectively. In the satisfactioncyclical real estate / hospitality market, this focus on using capital effectively enhances the opportunity for longer term stability and growth. The formal, objective performance goals for senior management create line of Company financialsight and motivate behaviors that support the Company’s annual business plan and long-term strategy. The individual performance goals and 20% on satisfactionrepresent the smallest component of personal performance goals. The weighting reflectsthe named executive officers’ annual incentive award opportunity, reflecting the Committee’s continued belief that the incentive emphasis for senior executives should be primarily on Company performance.

The target annual cash amount that may be earned is further refined based onincentive represents 22%-25% of the level of performance on each goal, which is measured at “threshold”, “target” and “high”. As a result,named executive officers’ total target compensation under the 2012 program. The total amount that any individuala named executive officer may earn annually depends on: (1) salary, because the award is calculated and paid as a percentage of annual salary, (2) the relative weighting between financiallevel of performance achieved on Adjusted FFO and personal goals,ROIC, and (3) the level of performance achieved on each of two Company financial goals,individual goals. Performance levels are set at “threshold”, “target” and (4) the level of performance achieved on personal goals.“high” and results are interpolated between these levels. There is no bonus if performance is below threshold,“below threshold”, and results

bonuses are interpolated betweencapped at the levels of threshold, target and high.

The Committee believes that the structure of the annual cash incentive award has worked well for all employees and made just a few changes in the program for 2009-2011.“high” level. The chart below summarizesshows the changes. More detail on the financial measures and personal performance goals follows.

Annual Cash Incentivetarget annual incentive award as a percentage of salary for each named executive officer in 2012.

Name		Salary				Target as % of Salary				Target Annual Incentive
Mr. Walter		$	825,000				150	%		$	1,237,000
Mr. Abji			475,000				100				475,000
Mr. Harvey			400,000				100				400,000
Mr. Larson			400,000				100				400,000
Ms. Abdoo			425,000				100				425,000

2012 Results on Financial Measures for the Annual Cash Incentive

The two financial measures of performance are funds from operations per diluted share, as adjusted for certain items (“Adjusted FFO”) and return on invested capital (“ROIC”).

The Company uses funds from operations per diluted share in accordance with National Association of Real Estate Investment Trusts (“NAREIT”) guidelines as a supplemental measure of operating performance in its earnings releases and financial presentations. The Committee retained it as the primary financial measure and the.The “threshold”, “target” and “high” goals arefor Adjusted FFO and ROIC were established at the beginning of the year as part of the Company’s business plan and budget. Because it is the primary measure, it represents 70% of the total target financial performance award. The Committee considers adjustments that reflect (i) items that are unusual in nature (for example, the income from a large settlement and significant acquisition costs) and (ii) items that are in the long-term interest of the Company but would reduce funds from operations per diluted share in the performance period (such as costs associated with senior notes redemptions, debt prepayments, and preferred stock redemptions) which, if included, would not reflect the recurring funds from operations of the Company. The adjustments are reviewedFebruary 2012 by the AuditCompensation Committee and are explained in the Company’s earnings releases and 2009 Annual Report on Form 10-K in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Net Income Available to Common Stockholders to Funds from Operations per Diluted Share”.

The new program incorporates ROIC as an additional measure of financial performance. ROIC was added to ensure that capital is invested effectively. It reflects and supports the Company’s portfolio-driven balance sheet. ROIC represents the remaining 30% of the total target financial performance award. It is calculated as property-level EBITDA divided by the invested capital for all comparable consolidated properties. Property-level EBITDA is defined as the earnings before interest, taxes, depreciation and amortization of our comparable, owned hotels after eliminating corporate-level costs and expenses related to our capital structure. Invested capital is defined as the purchase price of a property plus all capital expenditures, excluding the furniture, fixture and equipment reserve contributions, typically 5% of gross revenues. As with Adjusted FFO, the “threshold”, “target” and “high” ROIC goals are established at the beginning of the year based on, and subject to review and approval of, the Company’s 2012 business plan and budget by the Board of Directors.

The chart below shows these measures and the performance and payout levels on each of Adjusted FFO and ROIC.Company’s actual results for 2012, which were determined by the Compensation Committee in February 2013.

Based on these results, the named executive officers received the following:

Personal2012 Results on Individual Performance Goals

Personal.The performance goals are a small component of the annual cash incentive for executives, representing only 20% of the total target amount. However, the overall compensation program for 2009-2011 puts a greater emphasis on personal performance, and it

has been added as performance measure for the restricted stock awards. See “Equity- Restricted Stock”.

Performance goals for each named executive as well as all employees are establishedofficer were reviewed and approved by the Compensation Committee at its January 2012 meeting. Executive officers drafted performance goals based on the beginningbudget and business plan of the year as part of the annual business plan and budget. The Chief Executive Officer drafts the performance goals in discussion with, andCompany for the other executive officers. These performance goals may include a broad spectrum of metrics such as financialyear, and operational results,the Company’s long-term strategy and growth and leadership goals for the departments each executive leads. The Chief Executive Officer alsoobjectives. Goals are reviewed by Mr. Walter, who drafts his own, performance goals in consultation with the Compensation Committee. The Committee reviewsSince they are tied to the Company’s plans and approves all goals forstrategy, the named executive officers and all executive vice presidents. These goals are designed to be attainable at a “target” level. The Compensation Committee addedalso conducted a mid-year review of performancethe personal goals mid-year, and the goals may be revised or adjusted by the Committeeat its July meeting to ensure that they were still reflect appropriate areas of emphasis forappropriate. At its meeting in February 2013, the executive. This is, in part, a response to the volatile economic environment of the last two years which has necessitated ongoing changes in the Company’s business plan and strategy. It also provides the Company with the flexibility it needs to motivate high business performance while adapting and responding to opportunities and challenges.

Determining the Annual Incentive Award

The target annual cash incentive represents 13%-17%Compensation Committee discussed each executive’s performance. Its assessments of the named executive officers’ total target compensation underofficers, other than Mr. Walter, were based, in part, on Mr. Walter’s judgment and recommendations and on each executive’s written assessment of his or her performance. Mr. Walter also wrote an assessment of his

own performance for the 2009-2011 program.Committee’s consideration. The table below showsCommittee discussed Mr. Walter’s performance, each of the total annual cash incentive that may be earned byother named executive officer’s performance and its recommendations with the CEOindependent directors in an executive session.

A summary of the objectives and executive vice presidents as a percentage of their annual base salaries.

The total amount that may be earned annually byachievements for the named executive officers and all employees at the executive vice president level as an annual incentive cash award would be determined as follows:is below:

		Goals		Achievements
		Implement food and beverage strategy		Target 3.0%, Actual 2.25% Created benchmarking for restaurants and bars by type, region and brand, improved restaurant and bar profitability. Total: Target 20%, Actual 20.75%
Mr. Harvey		Implement finance plan		Target 7.0%, Actual 10.5% Led significant capital raising activities, including $500 million term loan, bond deals totaling $800 million, establishment of fourth ATM program. Improved balance sheet.
		Broaden international financing relationships		Target 5.0%, Actual 5.0% Sourced financing for European acquisition of 5 assets, leveraged relationship with US lender to refinance another European asset.
		Enhance structure to analyze ROI/redevelopments		Target 3.0%, Actual 3.0% Enhancements to allow for tracking the performance of all major ROI and redevelopment projects working with asset management, construction and feasibility groups.
		Develop plan to accelerate performance recovery		Target 5.0%, Actual 3.75% Progress made on identifying specific areas for improvement, implementation of initiatives ongoing. Total: Target 20%, Actual 22.25%
Mr. Larson		Implement asset sale program		Target 10.0%, Actual 10.0% Completed sales of just under $400 million including objective of reducing exposure in one market through the sale of a + blarge asset.
		Transition daily investor relations activities		Target 4.0%, Actual 6.0% Promoted, mentored and transitioned responsibilities.
		Develop and implement strategy for JV relationships Resolve issues on certain assets		Target 3.0%, Actual 3.0% Continued to pursue discussions with potential partners. Target 3.0%, Actual 2.63% Formalized plans with respect to resolving the issues on several assets with the process continuing. Total: Target 20%, Actual 21.63%
Ms. Abdoo		Transaction support		Target 6.0%, Actual 6.0% Support provided to Treasury for financing, acquisitions, and dispositions to implement business plan.
		Oversee and resolve litigation		Target 6.0%, Actual 9.0% Oversaw appellate process on key litigation matter and worked with outside counsel on pending cases with the Company as plaintiff, continued education process to mitigate future claims.

		Goals		Achievements
		Coordinate regulatory and legislative matters Expand compliance initiatives		Target 4.0%, Actual 4.0% Centralized communications from operators, counsel and third parties on issues. Target 4.0%, Actual 4.0% Assist Asia Pacific JV and new international offices in compliance training and development and implementation of compliance procedures. Total: Target 20%, Actual 23%

Based on the Compensation Committee’s review, the named executive officers received the following cash incentive based on their personal performance objectives:

Summary of Annual Cash Incentive. The chart below summarizes all the components of the annual incentive cash award for 2012 under each of the metrics.

EquityLong-Term Incentives.

The long-term incentives are equity-based awards under the 2009-2011 program haveand provide 90% of the target value in the form of performance vesting restricted stock and the remaining 10% in the form of stock options. This isIn combination, these awards represent the largest component of the named executive officers’ total target compensation, representing between 60% -71%. The most significant changes50% and 61% in the overall compensation program for 2009-2011 were made to the equity component. These are summarized in the chart below.

Restricted Stock

As with prior programs, restricted stock is an upfront award for the three-year performance period, with one-third eligible to vest in each of the performance year-end 2009, 2010 and 2011. The upfront grant represents the maximum number of shares that may be earned over the three-year period, that is, performance at the “high” level for each of the three years. The compensation program is based, however, on senior management vesting in shares at the “target” level. The award is entirely performance-based and vesting is subject to the satisfaction of personal performance goals and the Company’s total stockholder return compared to two indices, weighted equally, the NAREIT Equity Index and an index of lodging REITs and hotel management companies (the “Lodging Index”). Personal goals represent 56% of the target stock award each year and the total stockholder return measures represent the remaining 44%. All measures are set at three separate levels—“threshold”, “target” and “high”.2012. Dividends accrue on unvested shares, but are paid only when, and if, the restrictions on the awards lapse, that is, the shares vest based on performance and are released. The Committee has the discretion to modify awards to reflect additional responsibilities, promotions or superior performance.

PersonalAll of our long-term incentive compensation is performance-based. Performance Goalsshares vest based on relative TSR, corporate, and individual performance. These measures provide a link to stockholder value,with recognition of the other companies that Host may be competing against for capital. Stock options provide a link to absolute stockholder value creation through a sole focus on stock price appreciation.

As previously noted,Restricted Stock. We modified our long-term incentive program in 2012 to provide an annual award of performance based restricted stock at the 2009-2011beginning of each year, a departure from our historical practice of upfront three-year grants, to better regularly incorporate stockholder feedback. Further, to remain consistent with our desire to maintain strong alignment with stockholder results, we grant the maximum number of shares that an executive may earn over the performance period.

In this structure, if our high performance goals are not achieved, the executive forfeits the right to earn those shares. We believe this approach better communicates the “loss” an executive incurs in his/her earning opportunity if our goals are not achieved.

All awards of restricted stock vest based on performance on corporate and individual objectives and on TSR measures. The program places greater emphasis on an executive’s achievement of annual personal goals, which relatedesign uses a three-year performance period for TSR. However, to facilitate our transition from our historical three-year program to the business plan and long-term strategyannual grant program in 2012, we phased in the timing of the TSR performance measurement periods. The grant for 2012 vests based on one-year (2012) relative TSR performance, the 2013 grant will vest based on two-year (2012-2013) cumulative relative TSR performance, and the subsequent grant will vest based on three-year (2012-2014) cumulative relative TSR performance.

The vesting of the restricted shares awarded in 2012 was dependent upon:

Achievement levels are set for “threshold” at which 25% of shares may be received. The Committee noted that it was the emphasis on the business plan and achievementearned, “target”, at which 50% of individual objectives tied to that plan that positioned the Company in 2008 to navigate economic challenges through the development of a more diversified global platform and an emphasis on financial discipline.

The chart below shows the shares that may vest annually based on the level of achievement on personalbe earned and “high” performance, goals.at which all shares are earned. No shares are earned if performance is below threshold, and results will be interpolated between the levels of threshold, target and high.

Percentage Shares Vesting Based2012 Results on Satisfaction of Personal GoalsIndividual Performance and Corporate Performance Objectives.

(as a % Individual goals represent 16.67% of the annual Target amount)

Relative Total Stockholder Return Measurestarget stock award and the results were consistent with those described above under “Annual Cash Incentive”.

The Committeechart below shows for each named executive officer, the total shares that were eligible to be earned for individual performance, the “target” level of shares, the actual shares earned and the shares forfeited by each named executive officer.

Corporate objectives represent 33.3% of the target stock award.

These goals were set at the beginning of 2012 and were selected for their emphasis on encouraging the behaviors and results that the Company believes will ultimately drive long-term stockholder value creation and preservation.

Summarized below is an assessment of our Company’s performance against the corporate level objectives established for 2012, the indicated the level of achievement, plus the appropriate percentage award.

The chart below shows for each named executive officer, the total stockholder return (“TSR”)shares that were eligible to incorporate lodging sector results. Previously,be earned on corporate objectives, the “target” level of shares, the actual shares earned and the shares forfeited by each named executive officer.

2012 Results on Relative TSR Measures. The Company’s TSR was measured only against the NAREIT Equity Index. Under the new program, at each of year-end 2009, 2010 and 2011, the Company’s total stockholder return will be compared to two indices, weighted equally, the NAREIT Equity Index andthree market references for the Lodging Index. The companies in the latter index were recommended by the Committee’s independent consultant, Towers Watson, after discussion with management, and were approved by the Committee based on comparability to the Company’s operating model. The companies in the Lodging Index are:

Total stockholder return is the increase in the year-end price of the Company’s common stock over the prior year’s end price, plus dividends paid on the Company’s common stock during the relevant year. The stock price will be calculated, in each case, as the average of the high and low price of the Company’s common stock on the NYSE on the last 60 calendar days of the relevant year.period January 1, 2012 through December 31, 2012. Shares will vestvested based on the performance of the Company’s total stockholder returnrelative TSR (measured as a percentile) compared to each index.reference. No shares are earned if performance is below threshold,“below threshold”, and results are interpolated between the levels of threshold, target“threshold”, “target” and high,“high”, as follows:

Relative Measuresis shown below