Strategic Hotels & Resorts (BEE+C) 8-K/A To the Partners of

Exhibit 99.2

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial information is presented as a result of the acquisition of the Fairmont Scottsdale Princess hotel and gives effect to the following transactions (a) the acquisition of an interest in two joint ventures which own the Chicago and Miami InterContinental hotels on April 1, 2005, (b) the acquisition of the Four Seasons Washington D.C. on March 1, 2006, (c) the acquisition of the Westin St. Francis San Francisco Hotel on June 1, 2006, (d) the acquisition of the Ritz-Carlton Laguna Niguel on July 7, 2006, (e) the acquisition of our joint venture partner’s 65% interest in the InterContinental Prague Hotel on August 3, 2006, (f) the acquisition of the Marriott London Grosvenor Square on August 31, 2006, (g) the acquisition of the Fairmont Scottsdale Princess on September 1, 2006, (h) the disposition of the Marriott Rancho Las Palmas Resort on July 14, 2006, (i) the disposition of the Burbank Airport Hilton & Convention Center on September 7, 2006 (j) a July 2006 mortgage loan, an August 2006 mortgage loan, and a September 2006 mortgage loan (k) our March 2005; January and May 2006 preferred stock offerings, and (l) our January and May 2006 common stock offerings.

The historical financial information as of June 30, 2006 and for the six months then ended has been derived from our unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 and the historical financial information for the year ended December 31, 2005 has been derived from our audited financial statements included in our Annual Report on Form 10-K/A for the year ended December 31, 2005.

The unaudited pro forma balance sheet data as of June 30, 2006 is presented as if the transactions described above had occurred on June 30, 2006. The unaudited pro forma statement of operations data for the six months ended June 30, 2006 and for the year ended December 31, 2005 are presented as if the transactions described above had occurred on January 1, 2005.

The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would actually have been if the transactions had in fact occurred on the earlier date discussed above. It also does not project or forecast our consolidated results of operations for any future date or period.

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Strategic Hotels & Resorts, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

June 30, 2006

(in thousands)

	Strategic Hotels & Resorts, Inc. Historical Consolidated			Previously Filed Pro Forma Information (1)			Strategic Hotels & Resorts, Inc. Pro Forma			Fairmont Scottsdale Princess Historical(2)			Pro Forma Adjustments			Strategic Hotels & Resorts, Inc. Pro Forma Consolidated
Assets
Property and equipment	$	1,849,541		$	447,215		$	2,296,756		$	297,364		$	(297,364)	(3a)	$	2,605,356
														308,600	(3b)
Less accumulated depreciation		(236,145	)		(17,986	)		(254,131	)		(63,990	)		63,990	(3a)		(254,131	)
Net property and equipment		1,613,396			429,229			2,042,625			233,374			75,226			2,351,225
Goodwill		163,175			198,050			361,225			18,589			(18,589	)(3a)		411,544
														50,319	(3b)
Intangible assets		4,761			40,930			45,691						200	(3b)		45,891
Assets held for sale		46,602			(46,602	)		—									—
Investment in joint ventures		89,247			(15,459	)		73,788									73,788
Cash and cash equivalents		153,915			32,092			186,007			1,947			(1,671	)(3c)		185,001
														(1,282	)(3d)
														270,000	(3e)
														84,465	(3f)
														(354,465	)(3g)
Restricted cash and cash equivalents		22,257			7,253			29,510			1,929			(731	)(3c)		30,708
Accounts receivable, net		49,176			15,698			64,874			4,869			(4,208	)(3c)		65,535
Deferred financing costs, net		7,666			2,228			9,894						1,282	(3d)		11,176
Other assets		111,041			8,272			119,313			2,969			(833	)(3c)		121,449
Insurance recoveries receivable		12,702						12,702									12,702
Total assets	$	2,273,938		$	671,691		$	2,945,629		$	263,677		$	99,713		$	3,309,019
Liabilities and Shareholders’ Equity
Liabilities:
Mortgages and other debt payable	$	699,413		$	455,299		$	1,154,712		$	54,142		$	(54,142	)(3h)	$	1,424,712
														270,000	(3e)
Bank credit facility		—			95,139			95,139						84,465	(3f)		179,604
Liabilities of assets held for sale		18,508			(18,508	)		—									—
Accounts payable and accrued expenses		135,967			48,158			184,125			14,726			(5,801	)(3c)		193,050
Distributions payable		19,115						19,115									19,115
Deferred gain on sale of hotels		106,574						106,574									106,574
Total liabilities		979,577			580,088			1,559,665			68,868			294,522			1,923,055
Minority interests in SHR’s operating partnership		13,289			1,290			14,579									14,579
Minority interests in consolidated affiliates		10,494			1,798			12,292									12,292
Shareholders’ equity:
8.5% Series A Cumulative Redeemable Preferred Shares		97,553						97,553									97,553
8.25% Series B Cumulative Redeemable Preferred Shares		110,878						110,878									110,878
8.25% Series C Cumulative Redeemable Preferred Shares		138,472						138,472									138,472
Common shares		753						753									753
Additional paid-in capital		1,220,689			(1,290	)		1,219,399			194,809			(194,809	)(3a)		1,219,399
Accumulated deficit		(221,708	)		89,805			(131,903	)								(131,903	)
Accumulated distributions		(93,996	)					(93,996	)								(93,996	)
Accumulated other comprehensive income		17,937						17,937									17,937
Total shareholders’ equity		1,270,578			88,515			1,359,093			194,809			(194,809	)		1,359,093
Total liabilities and shareholders’ equity	$	2,273,938		$	671,691		$	2,945,629		$	263,677		$	99,713		$	3,309,019

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Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2006

1. Previously Filed Pro Forma Information – The pro forma adjustments filed on our November 14, 2006 Form 8-K/A were made to account for the following transactions:

a) On August 31, 2006, we purchased the Marriott London Grosvenor Square hotel for £103.0 million ($192.0 million). We used mortgage debt proceeds and borrowings under our bank credit facility to acquire this property.

b) On August 3, 2006 we acquired our joint venture partner’s 65% interest in the entity that owns the InterContinental Hotel in Prague, Czech Republic for $68.8 million plus assumed debt of $56.5 million. We used borrowings under our bank credit facility to acquire this property.

c) On July 14, 2006 we sold the Marriott Rancho Las Palmas Resort for $56.0 million.

d) On September 7, 2006 we sold the Burbank Airport Hilton & Convention Center for $125.0 million.

e) On July 7, 2006 we purchased the Ritz-Carlton Laguna Niguel hotel for $330.0 million plus assumed debt of $8.6 million. We used cash on hand, which included proceeds raised from common and preferred stock offerings and mortgage debt proceeds described below to acquire this property.

f) On July 6, 2006 we entered into a mortgage loan with Metropolitan Life Insurance Company. The principal amount of the loan is $220.0 million and the loan accrues interest at LIBOR plus 0.70%. The loan is secured by, among other things, the Westin St. Francis hotel. Proceeds from the loan were used to partially fund the acquisition of the Ritz-Carlton Laguna Niguel hotel.

2. Historical Presentation Fairmont Scottsdale Princess – We made certain adjustments (reclassifications) to conform the historical balance sheet presentation included in Exhibit 99.1 in this Form 8-K/A to our historical consolidated balance sheet. The following reclassifications were made: inventories, prepaid expenses and other assets and other long-term assets were reclassified to other assets; escrow deposits were reclassified to restricted cash; accounts payable and accrued expenses, advance deposits, due to affiliates and other long-term liabilities were reclassified to accounts payable and accrued expenses; current portion of long-term debt and long-term debt were reclassified to mortgages and other debt payable; and partners’ capital was reclassified to additional paid in capital.

3. Fairmont Scottsdale Princess Hotel Historical and Pro Forma Adjustments– On September 1, 2006, we purchased the Fairmont Scottsdale Princess hotel for $345.0 million and an adjacent 10-acre development parcel for $15.0 million. We used mortgage debt and borrowings under our bank credit facility to acquire this property.

The total pro forma consideration as shown in the table below is allocated to the assets and liabilities of the Fairmont Scottsdale Princess hotel as if the transaction had occurred on June 30, 2006.

	(in thousands)
Total pro forma consideration:
Proceeds from bank credit facility	$	84,465
Proceeds from mortgage loan		270,000
	$	354,465
Preliminary allocation of purchase price:
Fair value of property and equipment	$	308,600
Goodwill		50,319
Intangible assets		200
Historical value of cash and cash equivalents acquired		276
Historical value of restricted cash and cash equivalents acquired		1,198
Historical value of accounts receivable acquired		661
Historical value of other assets acquired		2,136
Historical value of accounts payable and accrued expenses assumed		(8,925	)
	$	354,465

The following pro forma adjustments were made to account for this acquisition:

a) Reflects the elimination of the Fairmont Scottsdale Princess hotel’s historical account balances.

b) Reflects the fair value of assets acquired.

c) Reflects the net working capital proration adjustments, including the $1.7 million elimination of cash and cash equivalents not acquired in the transaction.

d) Reflects the $1.3 million of deferred financing costs applicable to closing the mortgage loan agreement.

e) Reflects the $270.0 million of mortgage loan proceeds.

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f) Reflects the $84.5 million of borrowings under the bank credit facility and cash paid to fund the transaction.

g) Reflects the pro forma $354.5 million of cash paid to fund the transaction.

h) Reflects the $54.1 million elimination of mortgage debt not assumed in the transaction.

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Strategic Hotels & Resorts, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2006

(in thousands, except per share amounts)

	Strategic Hotels & Resorts, Inc. Historical Consolidated			Previously Filed Pro Forma Information (1)			Strategic Hotels & Resorts, Inc. Pro Forma			Fairmont Scottsdale Princess Historical (2)			Pro Forma Adjustments			Strategic Hotels & Resorts, Inc. Pro Forma Consolidated
Revenues:
Rooms	$	159,419		$	59,531		$	218,950		$	25,389		$	—		$	244,339
Food and beverage		96,468			40,464			136,932			22,636						159,568
Other hotel operating revenue		27,391			12,283			39,674			8,677						48,351
		283,278			112,278			395,556			56,702			—			452,258
Lease revenue		7,769						7,769									7,769
Total revenues		291,047			112,278			403,325			56,702			—			460,027
Operating Costs and Expenses:
Rooms		37,970			16,694			54,664			6,298						60,962
Food and beverage		66,142			30,512			96,654			12,060						108,714
Other departmental expenses		72,353			14,478			86,831			4,744						91,575
Management fees		9,093			5,524			14,617						2,960	(3a)		17,577
Other hotel expenses		18,281			18,737			37,018			16,111			(2,960	)(3a)		50,169
Lease expense		6,619						6,619			—						6,619
Depreciation and amortization		29,228			15,735			44,963			4,039			2,439	(3b)		51,441
Corporate expenses		12,589						12,589									12,589
Total operating costs and expenses		252,275			101,680			353,955			43,252			2,439			399,646
Operating income		38,772			10,598			49,370			13,450			(2,439	)		60,381
Interest expense		(15,358	)		(16,008	)		(31,366	)		(4,818	)		(5,350	)(3c)		(41,662	)
														(128	)(3d)
Interest income		2,476			82			2,558									2,558
Equity in losses of joint ventures		(947	)		(180	)		(1,127	)								(1,127	)
Gain on sale of assets		—			753			753									753
Other income, net		2,677			(2,184	)		493									493
Income before income taxes and minority interest		27,620			(6,939	)		20,681			8,632			(7,917	)		21,396
Income tax expense		(2,871	)		(756	)		(3,627	)								(3,627	)
Minority interest expense in SHR’s operating partnership		(632	)		240			(392	)					(18	)(3e)		(410	)
Minority interest expense in consolidated affiliates		(789	)					(789	)								(789	)
Income from continuing operations	$	23,328		$	(7,455	)	$	15,873		$	8,632		$	(7,935	)	$	16,570
Income from continuing operations applicable to common shareholders per share:
Basic:	$	0.23														$	0.02	(4)
Diluted:	$	0.23														$	0.02	(4)

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Notes to Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2006

1. Previously Filed Pro Forma Information – The pro forma adjustments filed on our November 14, 2006 Form 8-K/A were made to account for the following transactions:

a) On March 1, 2006 we purchased the Four Seasons Washington D.C. hotel. We used proceeds from common and preferred stock offerings to acquire this property.

b) On June 1, 2006 we purchased the Westin St. Francis hotel. We used proceeds from common and preferred stock offerings to acquire this property.

c) On September 7, 2006 we sold the Burbank Airport Hilton & Convention Center.

d) On July 7, 2006 we purchased the Ritz-Carlton Laguna Niguel hotel. We used proceeds from common and preferred stock offerings and mortgage debt proceeds to acquire this property.

e) On July 6, 2006 we entered into a mortgage loan with Metropolitan Life Insurance Company. The principal amount of the loan is $220.0 million and the loan accrues interest at LIBOR plus 0.70%. The loan is secured by, among other things, the Westin St. Francis hotel. Proceeds from the loan were used to partially fund the acquisition of the Ritz-Carlton Laguna Niguel.

f) On August 3, 2006 we acquired our joint venture partner’s 65% interest in the entity that owns the InterContinental Prague Hotel in Prague, Czech Republic for $68.8 million plus assumed debt of $56.5 million. We used borrowings under our bank credit facility to acquire this property.

g) On August 31, 2006, we purchased the Marriott London Grosvenor Square hotel for £103.0 million ($192.0 million). We used mortgage debt proceeds and borrowings under our bank credit facility to acquire this property.

2. Historical Presentation Fairmont Scottsdale Princess – We made certain adjustments (reclassifications) to conform the historical statement of operations presentation included in Exhibit 99.1 in this Form 8-K/A to our historical consolidated statement of operations. These reclassifications combine the following expenses with other hotel expenses in our pro forma consolidated statement of operations: administrative and general; marketing; property operations, maintenance and energy; rent; property taxes; and other.

3. Fairmont Scottsdale Princess Hotel Historical and Pro Forma Adjustments – On September 1, 2006, we purchased the Fairmont Scottsdale Princess hotel for $345.0 million and an adjacent 10-acre development parcel for $15.0 million. We used mortgage debt and borrowings on the bank credit facility to acquire this property. The following pro forma adjustments were made to account for this acquisition and minority interest for all pro forma activity:

a) Reflects reclassification of $3.0 million from other hotel expenses to management fees.

b) Reflects a $2.4 million incremental increase from historical depreciation and amortization expense, based on the carrying value of the acquired assets adjusted for purchase accounting.

c) Reflects a $5.4 million incremental increase from the historical interest expense related to the $270.0 million mortgage debt and $84.5 million of borrowings under the bank credit facility. We used an average LIBOR rate of 4.9% plus the designated spreads to calculate interest expense for the variable rate debt.

d) Reflects $0.1 million of amortization of deferred financing costs applicable to closing the mortgage loan agreement. Financing costs are amortized to interest expense over the life of the loan agreement (5 years) using the straight-line method, which approximates the effective interest method.

e) Reflects the $0.02 million adjustment for minority interest to give effect to the weighted average 2.49% interest in the operating partnership owned by others.

4. Income From Continuing Operations Applicable to Common Shareholders Per Share Calculation –The following table calculates the pro forma weighted average basic and diluted income from continuing operations applicable to common shareholders per share:

	(In thousands except per share amounts)
	Basic			Diluted
Historical basic and diluted weighted average shares outstanding for the six months ended June 30, 2006		60,750			60,950
Pro forma impact of common stock offerings		14,030			14,030
Pro forma basic and diluted weighted average shares outstanding for the six months ended June 30, 2006		74,780			74,980
Pro forma income from continuing operations for the six months ended June 30, 2006	$	16,570		$	16,570
Historical preferred shareholder dividends		(9,620	)		(9,620	)
Pro forma Series B Preferred shareholder dividend		(791	)		(791	)
Pro forma Series C Preferred shareholder dividend		(4,513	)		(4,513	)
Pro forma income from continuing operations applicable to common shareholders for the six months ended June 30, 2006	$	1,646		$	1,646
Pro forma income from continuing operations applicable to common shareholders per share for the six months ended June 30, 2006 – basic and diluted	$	0.02		$	0.02

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Strategic Hotels & Resorts, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2005

(in thousands, except per share amounts)

	Strategic Hotels & Resorts, Inc. Historical Consolidated			Previously Filed Pro Forma Information (1)			Strategic Hotels & Resorts, Inc. Pro Forma			Fairmont Scottsdale Princess Historical (2)			Pro Forma Adjustments			Strategic Hotels & Resorts, Inc. Pro Forma Consolidated
Revenues:
Rooms	$	257,628		$	124,790		$	382,418		$	39,024		$	—		$	421,442
Food and beverage		164,838			81,286			246,124			36,146						282,270
Other hotel operating revenue		53,492			25,244			78,736			15,938						94,674
		475,958			231,320			707,278			91,108			—			798,386
Lease revenue		16,787						16,787			—						16,787
Total revenues		492,745			231,320			724,065			91,108			—			815,173
Operating Costs and Expenses:
Rooms		62,730			37,632			100,362			11,366						111,728
Food and beverage		116,493			63,495			179,988			21,682						201,670
Other departmental expenses		136,559			20,660			157,219			9,478						166,697
Management fees		15,033			12,813			27,846						3,978	(3a)		31,824
Other hotel expenses		29,089			52,682			81,771			27,708			(3,978	)(3a)		105,501
Lease expense		13,178						13,178									13,178
Depreciation and amortization		49,824			37,716			87,540			8,856			4,099	(3b)		100,495
Corporate expenses		21,023						21,023									21,023
Total operating costs and expenses		443,929			224,998			668,927			79,090			4,099			752,116
Operating income		48,816			6,322			55,138			12,018			(4,099	)		63,057
Interest expense		(36,142	)		(25,009	)		(61,151	)		(3,128	)		(12,037	)(3c)		(76,572	)
														(256	)(3d)
Interest income		2,117			(33	)		2,084									2,084
Gain on sale of assets		—			356			356									356
Loss on early extinguishment of debt		(7,572	)		1,032			(6,540	)								(6,540	)
Other income, net		8,359			2,919			11,278									11,278
Income before income taxes and minority interest		15,578			(14,413	)		1,165			8,890			(16,392	)		(6,337	)
Income tax expense		(1,298	)		(2,795	)		(4,093	)								(4,093	)
Minority interests		(3,508	)		2,835			(673	)					1,009	(3e)		336
Income (loss) from continuing operations	$	10,772		$	(14,373	)	$	(3,601	)	$	8,890		$	(15,383	)	$	(10,094	)
Income (loss) from continuing operations applicable to common shareholders per share:
Basic:	$	0.11														$	(0.67	)(4)
Diluted:	$	0.11														$	(0.67	)(4)

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Notes to Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2005

1. Previously Filed Pro Forma Information – The pro forma adjustments filed on our November 14, 2006 Form 8-K/A were made to account for the following transactions:

a) We entered into partnership agreements with InterContinental Hotels Group (the Ventures) and on April 1, 2005 we purchased an 85% controlling interest in the Ventures which own the InterContinental hotels in Chicago and Miami. In connection with this transaction, the Ventures obtained $202.0 million of debt financing.

b) On March 1, 2006 we purchased the Four Seasons Washington D.C. hotel. We used proceeds from common and preferred stock offerings to acquire this property.

c) On June 1, 2006 we purchased the Westin St. Francis hotel. We used proceeds from common and preferred stock offerings to acquire this property.

d) On July 14, 2006 we sold the Marriott Rancho Las Palmas Resort.

e) On September 7, 2006 we sold the Burbank Airport Hilton & Convention Center.

f) On July 7, 2006 we purchased the Ritz-Carlton Laguna Niguel hotel. We used proceeds from common and preferred stock offerings and mortgage debt proceeds to acquire this property.

g) On July 6, 2006 we entered into a mortgage loan with Metropolitan Life Insurance Company. The principal amount of the loan is $220.0 million and the loan accrues interest at LIBOR plus 0.70%. The loan is secured by, among other things, the Westin St. Francis hotel. Proceeds from the loan were used to partially fund the acquisition of the Ritz-Carlton Laguna Niguel.

h) On August 3, 2006 we acquired our joint venture partner’s 65% interest in the entity that owns the InterContinental Prague Hotel in Prague, Czech Republic for $68.8 million plus assumed debt of $56.5 million. We used borrowings under our bank credit facility to acquire this property.

i) On August 31, 2006, we purchased the Marriott London Grosvenor Square hotel for £103.0 million ($192.0 million). We used mortgage debt proceeds and borrowings under our bank credit facility to acquire this property.

2. Historical Presentation Fairmont Scottsdale Princess – We made certain adjustments (reclassifications) to conform the historical statement of operations presentation included in Exhibit 99.1 in this Form 8-K/A to our historical consolidated statement of operations. These reclassifications combine the following expenses with other hotel expenses in our pro forma consolidated statement of operations: administrative and general; marketing; property operations, maintenance and energy; rent; property taxes; and other.

3. Fairmont Scottsdale Princess Hotel Historical and Pro Forma Adjustments - On September 1, 2006, we purchased the Fairmont Scottsdale Princess hotel for $345.0 million and an adjacent 10-acre development parcel for $15.0 million. We used mortgage debt and borrowings on the bank credit facility to acquire this property. The following pro forma adjustments were made to account for this acquisition and minority interest for all pro forma activity:

a) Reflects reclassification of $4.0 million from other hotel expenses to management fees.

b) Reflects a $4.1 million incremental increase from historical depreciation and amortization expense, based on the carrying value of the acquired assets adjusted for purchase accounting.

c) Reflects a $12.0 million incremental increase from the historical interest expense related to the $270.0 million mortgage debt and $84.5 million of borrowings under the bank credit facility. We used an average LIBOR rate of 3.5% plus the designated spreads to calculate interest expense for the variable rate debt.

d) Reflects $0.3 million of amortization of deferred financing costs applicable to closing the mortgage loan agreement. Financing costs are amortized to interest expense over the life of the loan agreement (5-years) using the straight-line method, which approximates the effective interest method.

e) Reflects the $1.0 million adjustment for minority interest to give effect to the weighted average 13.45% interest in the operating partnership owned by others.

4. Loss From Continuing Operations Applicable to Common Shareholders Per Share Calculation –The following table calculates the pro forma weighted average basic and diluted loss from continuing operations applicable to common shareholders per share:

	(In thousands except per share amounts)
	Basic			Diluted
Historical basic and diluted weighted average shares outstanding for the year ended December 31, 2005		35,376			35,577
Pro forma impact of common stock offerings		24,100			24,100
Restricted stock units no longer dilutive under pro forma loss from continuing operations		—			(201	)
Pro forma basic and diluted weighted average shares outstanding for the year ended December 31, 2005		59,476			59,476
Pro forma loss from continuing operations for the year ended December 31, 2005	$	(10,094	)	$	(10,094	)
Historical preferred shareholder dividends		(6,753	)		(6,753	)
Pro forma Series A Preferred shareholder dividend		(1,747	)		(1,747	)
Pro forma Series B Preferred shareholder dividend		(9,488	)		(9,488	)
Pro forma Series C Preferred shareholder dividend		(11,859	)		(11,859	)
Pro forma loss from continuing operations applicable to common shareholders for the year ended December 31, 2005	$	(39,941	)	$	(39,941	)
Pro forma loss from continuing operations applicable to common shareholders per share for the year ended December 31, 2005 – basic and diluted	$	(0.67	)	$	(0.67	)

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