Host Hotels & Resorts (HST) 8-K Other Events

EXHIBIT 99.5

Report of Independent Registered Public Accounting Firm

The Partners

Host Hotels & Resorts, L.P.:

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, capital and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III included as Exhibit 99.7. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Host Hotels & Resorts, L. P. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

McLean, Virginia

February 24, 2011 except as to

Notes 6, 10, 16, 18, 19, and 21 which are as of September 13, 2011

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009

(in millions)

	2010		2009
ASSETS
Property and equipment, net	$	10,514	$	10,231
Assets held for sale		—		8
Due from managers		45		29
Investments in affiliates		148		153
Deferred financing costs, net		44		49
Furniture, fixtures and equipment replacement fund		152		124
Other		353		264
Restricted cash		41		53
Cash and cash equivalents		1,113		1,642
Total assets	$	12,410	$	12,553
LIABILITIES, LIMITED PARTNERSHIP INTEREST OF THIRD PARTIES AND CAPITAL
Debt
Senior notes, including $1,156 million and $1,123 million, respectively, net of discount, of Exchangeable Senior Debentures	$	4,249	$	4,534
Credit facility		58		—
Mortgage debt		1,025		1,217
Other		145		86
Total debt		5,477		5,837
Accounts payable and accrued expenses		208		174
Other		203		194
Total liabilities		5,888		6,205
Limited partnership interest of third parties.		191		139
Host Hotels & Resorts, L.P. capital:
General partner		1		1
Cumulative redeemable preferred limited partner		—		97
Limited partner		6,276		6,077
Accumulated other comprehensive income		25		12
Total Host Hotels & Resorts, L.P. capital		6,302		6,187
Non-controlling interests—consolidated partnerships		29		22
Total capital		6,331		6,209
Total liabilities, limited partnership interest of third parties and capital	$	12,410	$	12,553

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2010, 2009 and 2008

(in millions, except per common unit amounts)

	2010			2009			2008
REVENUES
Rooms	$	2,661		$	2,484		$	3,098
Food and beverage		1,291			1,234			1,545
Other		277			310			346
Total revenues for owned hotels		4,229			4,028			4,989
Other revenues		199			107			119
Total revenues		4,428			4,135			5,108
EXPENSES
Rooms		734			681			760
Food and beverage		965			933			1,130
Other departmental and support expenses		1,151			1,099			1,248
Management fees		171			158			241
Other property-level expenses		488			386			384
Depreciation and amortization		591			613			553
Corporate and other expenses		108			116			58
Gain on insurance settlement		(3	)		—			(7	)
Total operating costs and expenses		4,205			3,986			4,367
OPERATING PROFIT		223			149			741
Interest income		8			7			20
Interest expense		(384	)		(379	)		(375	)
Net gains on property transactions and other		1			14			2
Gain (loss) on foreign currency transactions and derivatives		(6	)		5			1
Equity in losses of affiliates		(1	)		(32	)		(10	)
INCOME (LOSS) BEFORE INCOME TAXES		(159	)		(236	)		379
Benefit for income taxes		31			39			3
INCOME (LOSS) FROM CONTINUING OPERATIONS		(128	)		(197	)		382
Income (loss) from discontinued operations, net of tax.		(4	)		(61	)		32
NET INCOME (LOSS)		(132	)		(258	)		414
Less: Net (income) loss attributable to non-controlling interests		—			1			(3	)
			��
NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.		(132	)		(257	)		411
Less: Distributions on preferred units		(4	)		(9	)		(9	)
Issuance costs of redeemed preferred units		(4	)		—			—
NET INCOME (LOSS) AVAILABLE TO COMMON UNITHOLDERS	$	(140	)	$	(266	)	$	402
Basic earnings (loss) per common unit:
Continuing operations	$	(.21	)	$	(.34	)	$	.68
Discontinued operations		—			(.10	)		.06
Basic earnings (loss) per common unit	$	(.21	)	$	(.44	)	$	.74
Diluted earnings (loss) per common unit:
Continuing operations	$	(.21	)	$	(.35	)	$	.66
Discontinued operations		—			(.10	)		.06
Diluted earnings (loss) per common unit	$	(.21	)	$	(.45	)	$	.72

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, L.P. AND SUBISIDARIES

CONSOLIDATED STATEMENTS OF

CAPITAL AND COMPREHENSIVE INCOME (LOSS)

Years ended December 31, 2010, 2009 and 2008

(in millions)

OP Units Outstanding						Preferred Limited Partner		General Partner		Limited Partner			Accumulated Other Comprehensive Income			Non-controlling Interests of Consolidated Partnerships			Limited Partnership Interests of Third Parties			Comprehensive Income (Loss)
Preferred		Common
	4.0		522.6		Balance, December 31, 2007		97		1		5,281			45			28			312
	—		—		Net income		—		—		395			—			3			16		$	414
	—		—		Issuance of common OP units		—		—		—			—			—			92
	—		8.8		Redemptions of limited partner interests for common stock		—		—		92			—			—			(92	)
	—		—		Other changes in ownership		—		—		156			—			—			(156	)
	—		—		Other comprehensive income (loss):
	—		—		Foreign currency translation and other comprehensive income of unconsolidated affiliates		—		—		—			(46	)		—			—			(46	)
	—		—		Change in fair value of derivative instruments		—		—		—			6			—			—			6
	—		—		Comprehensive income (loss)																	$	374
	—		0.4		Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans		—		—		7			—			—			—
	—		—		Distributions on common OP units		—		—		(338	)		—			—			(14	)
	—		—		Distributions on preferred OP units		—		—		(9	)		—			—
	—		—		Distributions to non-controlling interests of consolidated partnerships		—		—		—			—			(7	)		—
	—		(6.5	)	Repurchase of common OP units		—		—		(99	)		—			—			—
	4.0		525.3		Balance, December 31, 2008	$	97	$	1	$	5,485		$	5		$	24		$	158

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

AND COMPREHENSIVE INCOME (LOSS)—(continued)

Years Ended December 31, 2010, 2009 and 2008

(in millions)

OP Units Outstanding					Preferred Limited Partner		General Partner		Limited Partner			Accumulated Other Comprehensive Income			Non-controlling Interests of Consolidated Partnerships			Limited Partnership Interests of Third Parties			Comprehensive Income (Loss)
Preferred		Common
	4.0		525.3	Balance, December 31, 2008	$	97	$	1	$	5,485		$	5		$	24		$	158
	—		—	Net loss		—		—		(252	)		—			(1	)		(5	)	$	(258	)
	—		—	Unrealized loss on HMS Hostcommon stock		—		—		—			(4	)		—			—			(4	)
	—		—	Other changes in ownership		—		—		(19	)		—			—			19
	—		—	Other comprehensive income(loss):
	—		—	Foreign currency translation and other comprehensive income of unconsolidated affiliates		—		—		—			15			—			—			15
	—		—	Change in fair value of derivative instruments		—		—		—			(4	)		—			—			(4	)
	—		—	Comprehensive income (loss)																	$	(251	)
	—		103.6	Common OP unit issuances		—		—		767			—			—			—
	—		.4	Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans		—		—		6			—			—			—
	—		—	Distributions on common OP units		—		—		(16	)		—			—			—
	—		—	Distributions on preferred OP units		—		—		(9	)		—			—			—
	—		—	Issuance of 2009 Exchangeable Senior Debentures		—		—		82			—			—			—
	—		3.4	Redemptions of limited partnership interests of third parties		—		—		33			—			—			(33	)
	—		—	Contributions from non- controlling interests of consolidated partnerships		—		—		—			—			1			—
	—		—	Distributions to non-controlling interests of consolidated partnerships		—		—		—			—			(2	)		—
	4.0		632.7	Balance, December 31, 2009	$	97	$	1	$	6,077		$	12		$	22		$	139

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

AND COMPREHENSIVE INCOME (LOSS)—(continued)

Years Ended December 31, 2010, 2009 and 2008

(in millions)

OP Units Outstanding					Preferred Limited Partner			General Partner		Limited Partner			Accumulated Other Comprehensive Income		Non-controlling Interests of Consolidated Partnerships			Limited Partnership Interests of Third Parties			Comprehensive Income (Loss)
Preferred		Common
	4.0		632.7	Balance, December 31,2009	$	97		$	1	$	6,077		$	12	$	22		$	139
	—		—	Net loss		—			—		(130	)		—		—			(2	)	$	(132	)
	—		—	Other changes in ownership		—			—		(69	)		—		—			69
	—		—	Other comprehensive income (loss):
	—		—	Foreign currency translation and other comprehensive income of unconsolidated affiliates		—			—		—			8		—			—			8
	—		—	Change in fair value of derivative instruments		—			—		—			5		—			—			5
	—		—	Comprehensive income (loss)																	$	(119	)
	—		26.4	Common OP unit issuances		—			—		407			—		—			—
	—		1.1	Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans		—			—		10			—		—			—
	—		—	Distribution on common OP unit		—			—		(26	)		—		—			—
	—		—	Distribution on preferred OP unit		—			—		(4	)		—		—			—
	(4.0)		—	Redemption of preferred units		(97	)		—		(4	)		—		—			—
	—		1.2	Redemptions of limited partnership interests of third parties		—			—		15			—		—			(15	)
	—		—	Contributions from non- controlling interests of consolidated partnerships		—			—		—			—		11			—
	—		—	Distributions to non-controlling interests of consolidated partnerships		—			—		—			—		(4	)		—
	—		661.4	Balance,December 31,2010	$	—		$	1	$	6,276		$	25	$	29		$	191

See Notes to Consolidated Financial Statements.

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HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2010, 2009 and 2008

(in millions)

	2010			2009			2008
OPERATING ACTIVITIES
Net income (loss)	$	(132	)	$	(258	)	$	414
Adjustments to reconcile to cash provided by operations:
Discontinued operations:
(Gain) loss on dispositions		2			(26	)		(24	)
Depreciation		2			90			29
Depreciation and amortization		591			613			553
Amortization of deferred financing costs		12			14			12
Amortization of debt premiums/discounts, net		31			31			33
Deferred income taxes		(36	)		(38	)		(8	)
Net gains on property transactions and other		(1	)		(14	)		(2	)
(Gain) loss on foreign currency transactions and derivatives		6			(5	)		(1	)
Non-cash loss (gain) on extinguishment of debt		1			(5	)		(14	)
Equity in (earnings) losses of affiliates		1			32			10
Distributions from equity investments		2			1			3
Change in due from managers		(9	)		34			41
Change in restricted cash for operating activities		(25	)		—			—
Changes in other assets		44			(12	)		—
Changes in other liabilities		31			95			(26	)
Cash provided by operating activities		520			552			1,020
INVESTING ACTIVITIES
Proceeds from sales of assets, net		12			199			38
Acquisitions		(342	)		—			—
Deposits for acquisitions		(38	)		—			—
Proceeds from sale of interest in CBM Joint Venture LLC		—			13			—
Deferred sale proceeds received from HPT		17			—			—
Investment in affiliates		(1	)		(7	)		(77	)
Return of capital from investments in affiliates		—			39			—
Purchase of mortgage note on a portfolio of hotels		(53	)		—			—
Capital expenditures:
Renewals and replacements		(195	)		(164	)		(374	)
Repositionings and other investments		(114	)		(176	)		(298	)
Change in furniture, fixtures & equipment (FF&E) replacement fund		(17	)		(6	)		3
Change in FF&E replacement funds designated as restricted cash		22			(14	)		6
Property insurance proceeds		3			—			—
Other		—			—			(14	)
Cash used in investing activities		(706	)		(116	)		(716	)
FINANCING ACTIVITIES
Financing costs		(10	)		(20	)		(8	)
Issuances of debt		500			906			300
Draws on credit facility		56			—			410
Repayment on credit facility		—			(410	)		—
Repurchase/redemption of senior notes, including exchangeable debentures		(821	)		(139	)		(82	)
Mortgage debt prepayments and scheduled maturities		(364	)		(342	)		(245	)
Scheduled principal repayments		(13	)		(14	)		(16	)
Common OP unit issuance		406			767			—
Common OP unit repurchase		—			—			(100	)
Redemption of preferred OP units		(101	)		—			—
Distributions on common OP units		(20	)		(43	)		(542	)
Distributions on preferred OP units		(6	)		(9	)		(9	)
Distributions to non-controlling interests		(4	)		(2	)		(8	)
Contributions from non-controlling interests		11			—			—
Change in restricted cash for financing activities		23			4			16
Cash provided by (used in) financing activities		(343	)		698			(284	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(529	)		1,134			20
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		1,642			508			488
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1,113		$	1,642		$	508

See Notes to Consolidated Financial Statements.

7

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2010, 2009 and 2008

(in millions)

Supplemental schedule of noncash investing and financing activities:

During 2010, 2009 and 2008, non-controlling partners converted common operating partnership units (“OP units”) valued at $15 million, $18 million and $119 million, respectively, in exchange for 1.2 million, 3.4 million and 8.8 million shares, respectively, of Host Inc. common stock.

On September 2, 2010, we acquired a 90% controlling interest in the W New York, Union Square hotel through a consolidated joint venture in which we are the controlling member. In conjunction with the acquisition, the joint venture assumed a $115 million mortgage debt with a fair value of $119 million, and other liabilities of $8.5 million.

On July 22, 2010, we acquired a leasehold interest in the Le Méridien Piccadilly in London, England. In conjunction with the acquisition, we assumed a $51 million (£33 million) mortgage loan and recorded a $58 million (£38 million) capital lease obligation.

On March 12, 2008, we acquired the remaining limited partnership interests in Pacific Gateway Ltd., a subsidiary partnership of Host L.P., which owns the San Diego Marriott Hotel and Marina, and other economic rights formerly held by our partners, including the right to receive 1.7% of the hotel’s sales, in exchange for 5,575,540 OP units. The OP units were valued at $93 million based on the closing stock price on such date of Host Inc., of $16.68.

See Notes to Consolidated Financial Statements.

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