Item 7.01. Regulation FD Disclosure.
On September 15, 2020, Host Hotels & Resorts, Inc. ("Host Inc."), the general
partner of Host Hotels & Resorts, L.P. ("Host L.P."), issued a press release
announcing, among other things, preliminary top-line results for the months of
July and August 2020. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The press release includes preliminary estimates of certain financial
information for the months ended July 31, 2020 and August 31, 2020 and other
financial information that will form a part of our results for the quarter ended
September 30, 2020. We have disclosed these preliminary estimates in good faith
based upon our internal estimates. These estimates are preliminary and unaudited
and are inherently uncertain and subject to change as we complete our financial
statements for the quarter. Given the timing of these estimates, we have not
completed our customary financial closing and review procedures, including the
completion of final journal entries and management's review of the results. We
may identify other items that require material adjustments to our preliminary
estimates as we close our books for the quarter. Final results for the months
ended July 31, 2020 and August 31, 2020 could differ materially from these
estimates. Additionally, there can be no assurance that the results for the
quarter ended September 30, 2020 will be consistent with our results for the
months of July and August, and any such differences could be material. You
should exercise caution in relying on this information and should not place
undue reliance on this information or draw any inferences from this information
regarding financial or operating data not yet provided or available. These
preliminary results are subject to review by our audit committee and our
independent registered public accounting firm. Accordingly, our independent
auditors do not express an opinion or any other form of assurance with respect
thereto. Important factors that could cause our actual results to differ from
our preliminary estimates are set forth under the headings "Risk Factors" in our
most recent annual report on Form 10-K and subsequent quarterly reports on
Form 10-Q and in our other filings with the Securities and Exchange Commission.
The information contained in this Item 7.01 and in Exhibit 99.1 hereto is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section and shall not be deemed incorporated
by reference in any filing made by Host Inc. or Host L.P. under the Securities
Act of 1933, as amended, or the Exchange Act, except as set forth by specific
reference in such filing.
In this Current Report on Form 8-K, we make forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are identified by their use of terms and phrases such
as "anticipate," "believe," "could," "expect," "may," "intend," "predict,"
"project," "plan," "will," "estimate" and other similar terms and phrases.
Forward-looking statements are based on management's current expectations and
assumptions and are not guarantees of future performance. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results to differ materially from those anticipated
at the time the forward-looking statements are made. These risks and
uncertainties include the potential impact of COVID-19 and other risks and
uncertainties associated with our business described in our Annual Report on
Form 10-K for the year ended December 31, 2019, our Quarterly Reports on Form
10-Q for the quarters ended March 31, 2020 and June 30, 2020 and in other
filings with the Securities and Exchange Commission. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that we will attain these
expectations or that any deviations will not be material. Except as otherwise
required by the federal securities laws, we disclaim any obligations or
undertaking to publicly release updates to any forward-looking statement
contained in this report to conform the statement to actual results or changes
in our expectations.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release dated September 15, 2020, Providing an Update on Third
Quarter 2020 Business Trends .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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