SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| |
| [X] | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) |
For the Fiscal Year Ended December 31, 1999
OR
| |
| [ ] | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) |
For the Transition Period from to
Commission File Number: 1-7959
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
(Full title of the plan)
Starwood Hotels & Resorts Worldwide, Inc.
777 Westchester Avenue
White Plains, NY 10604
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive offices)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
| | STARWOOD HOTELS & RESORTS WORLDWIDE, INC. |
| | SAVINGS AND RETIREMENT PLAN |
| |
| |
|
| | Ronald C. Brown |
| | Starwood Hotels & Resorts Worldwide, Inc. |
| | Savings and Retirement Plan Committee Member |
Date: June 28, 2000
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
| | | | | | |
| | Page |
| |
|
| Report of Independent Public Accountants | | | 3 | |
| |
|
|
|
|
| Financial Statements: | | | | |
|
|
|
|
| Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998 | | | 4 | |
|
|
|
|
| Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1999 | | | 5 | |
|
|
|
|
| Notes to Financial Statements | | | 6 | |
| |
|
|
|
|
| Supplemental Schedules: | | | | |
|
|
|
|
| Schedule H, Line 4i — Schedule of Assets Held for Investment Purposes as of December 31, 1999 | | | 11 | |
|
|
|
|
| Schedule G, Part III — Schedule of Non-Exempt Transactions for the Year Ended December 31, 1999 | | | 12 | |
2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for plan benefits of the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 1999 and 1998 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1999, and the supplemental schedules as listed in the accompanying index. These financial statements and supplemental schedules are the responsibility of the Plan’s Management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the 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 financial statements and supplemental schedules referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for plan benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1999 and non-exempt transactions for the year ended December 31, 1999 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Phoenix, Arizona
June 28, 2000
3
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1999 and 1998
| | | | | | | | | | | |
| | 1999 | | 1998 |
| |
| |
|
| Investments | | $ | 447,219,667 | | | $ | 11,959,596 | |
| | |
| | | |
| |
| Receivables: | | | | | | | | |
|
|
|
|
| Participant contributions | | | 3,418,375 | | | | 429,579 | |
|
|
|
|
| Employer contributions | | | 1,271,030 | | | | 211,993 | |
| | |
| | | |
| |
| | Total receivables | | | 4,689,405 | | | | 641,572 | |
| | |
| | | |
| |
| Accrued investment income | | | 127,358 | | | | 7,321 | |
| | |
| | | |
| |
| Net assets available for plan benefits | | $ | 452,036,430 | | | $ | 12,608,489 | |
| | |
| | | |
| |
The accompanying notes are an integral part of these statements.
4
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1999
| | | | | | | |
| | 1999 |
| |
|
| Additions to net assets attributed to: | | | | |
| Investment income — | | | | |
|
|
|
|
| Net appreciation in the fair value of investments | | $ | 32,206,575 | |
|
|
|
|
| Dividends and interest | | | 11,352,978 | |
| | |
| |
| | Total investment income | | | 43,559,553 | |
| | |
| |
| Contributions — | | | | |
|
|
|
|
| Participants | | | 35,743,233 | |
|
|
|
|
| Participant rollovers | | | 1,881,887 | |
|
|
|
|
| Employer | | | 14,353,327 | |
| | |
| |
| | Total contributions | | | 51,978,447 | |
| | |
| |
| Total additions | | | 95,538,000 | |
| | |
| |
| Deductions to net assets attributed to: | | | | |
|
|
|
|
| Benefits paid to participants | | | (41,268,168 | ) |
|
|
|
|
| Investment and administrative expense | | | (630,040 | ) |
| | |
| |
| | Total deductions | | | (41,898,208 | ) |
| | |
| |
| Net increase in net assets prior to plan mergers | | | 53,639,792 | |
|
|
|
|
| Assets transferred in plan mergers | | | 385,788,149 | |
| | |
| |
| Net increase in net assets | | | 439,427,941 | |
|
|
|
|
| Net assets available for plan benefits, beginning of year | | | 12,608,489 | |
| | |
| |
| Net assets available for plan benefits, end of year | | $ | 452,036,430 | |
| | |
| |
The accompanying notes are an integral part of this statement.
5
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Description of the Plan
Starwood Hotels & Resorts Worldwide, Inc. (“Starwood” or the “Company”) sponsors the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”). The Plan was originally established effective April 1, 1997. Effective April 1, 1999, the Westin Hotel Company 401(k) Growth Opportunity Plan, the Investment Plan for Employees of Westin Hotel Company, the ITT 401(k) Retirement Savings Plan and the Starwood Hotels & Resorts StarSaver 401(k) Plan (the “Prior Plans”) were merged into the Plan, and the Plan and each such plan was amended and restated as the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan.
Concurrent with the adoption of the amended and restated Plan, on April 1, 1999, the Plan changed Trustees and Administrators from Wilmington Trust Company and PricewaterhouseCoopers LLP to American Express Trust Company (“AMEX”).
Plan amendments made to the Plan on April 1, 1999 included, among others, updated enrollment requirements; increased participant contribution rates; an improved participant vesting schedule; a change in the form and timeliness of distribution payments to terminated employees; and the addition of a Company common stock fund as an investment option for participants.
General
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan provides for employee pre-tax and matching employer contributions in accordance with Section 401(k) of the Internal Revenue Code (“IRC”).
As of December 31, 1999, the Plan’s assets are held in trust pursuant to a trust agreement with the Company and AMEX, the Plan’s Trustee.
Until April 1, 2000, Starwood employees became eligible to participate in the Plan if they were at least 21 years of age and had at least 1,000 hours of service during their first 12 months of employment or any Plan year beginning after they started work. Participants in the Prior Plans became Plan participants on April 1, 1999. Effective April 1, 2000, on the first day of the month following 90 days of employment, Starwood employees become eligible to participate in the Plan and may elect to make tax-deferred contributions. The Company does not begin to match contributions until the participant attains age 21 and is credited with at least 1,000 hours of service, as described above.
Contributions
Plan participants may elect to make tax-deferred contributions as a percentage of compensation up to 18% of compensation, subject to Internal Revenue Service (“IRS”) limitations. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers five collective trust funds, four mutual funds and a stock fund as investment options for participants. The Company makes a matching contribution in an amount equal to 100% of the participant’s initial 2% tax-deferred contribution, and 50% of the tax-deferred contributions between 2% and 4% of the participant’s compensation for that pay period.
Rollover Contributions or Distributions
Participants entering the Plan may roll over contributions from a trust, individual retirement account (“IRA”) or individual retirement annuity qualified under the IRC no later than the 60th day following the day on which the individual receives the distribution. Participants leaving the Plan may request rollover
6
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
distributions to the qualified plan of another employer, an IRA account or to an insurance company IRA annuity.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of the Company’s matching contribution and Plan earnings and is charged with an allocation of administrative expenses. Allocations of Plan earnings are based on participant account balances, as defined in the Plan document. The benefit to which a participant is entitled is the balance of the participant’s vested account.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The $50,000 limit is reduced by the participant’s highest outstanding loan balance, if any, in the past twelve months. The repayment period may not exceed five years from the date of the loan, unless the loan proceeds are used to acquire the participant’s principal residence. In addition, a participant may have no more than two loans outstanding at one time. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate equal to the prevailing interest rate at the time of the loan. Participant loans at December 31, 1999 and 1998 represent the aggregate amount of principal and accrued interest outstanding on such loans at each year-end. At December 31, 1999, participant loans carried interest rates ranging from 7% to 11.5%, with maturities of ten years or less. Principal and interest is paid ratably through payroll deductions.
Payment of Benefits
Participants are eligible for distribution of vested benefits upon retirement, death, disability or termination of employment. Participants may elect to receive a lump sum amount or, subject to certain conditions, equal monthly or annual installments over a period not greater than twenty years. Participants in certain Prior Plans may also elect to receive their Prior Plan account balances in the form of an annuity. Participants may also elect to defer distributions subject to certain conditions.
Vesting
Participants are immediately vested in their voluntary contributions and earnings thereon, but not the Company’s contribution or the earnings thereon. Vesting on the remainder of the participant’s account is based on years of service as follows:
| | | | | |
| Years of Service | | Vested Percentage |
| |
|
| Less than three | | | 0% | |
| Three | | | 100% | |
Forfeitures
Forfeitures of the nonvested Company contributions are applied to reduce future Starwood contributions. At December 31, 1999, forfeited nonvested accounts totaled $433,725.
Administration Expenses
All costs and expenses incurred in administering the Plan shall be paid by the Plan to the extent not paid by the Company. Loan processing fees shall be paid by the participant requesting the loan.
7
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
Amendment and Termination of the Plan
Although it has not expressed any intent to do so, Starwood has the right under the Plan agreement to suspend, reduce, or partially or completely discontinue its contributions at any time and to terminate the Plan, the trust agreement and the trust thereunder subject to the provisions of ERISA. In the event of the Plan termination, partial termination or complete discontinuance of contributions, participants become fully vested in their Company contributions. Additionally, any forfeitures that have not been used as Company contributions to the Plan at the time of termination will be credited pro rata to the accounts of all participants in accordance with Plan provisions.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting. Accordingly, income is recognized when earned and expenses are recorded when incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan Administrator to make estimates and assumptions that affect the reported amount of assets and liabilities at December 31, 1999 and 1998 and the reported amounts of additions and deductions from net assets for the year ended December 31, 1999. Actual results may differ from those estimates.
Concentration of Credit Risk
The Plan provides for various investment fund options which in turn invest in any combination of stocks, bonds and other investment securities. Investment securities are exposed to various risk, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.
Investments
Plan investments are presented at fair value, except the American Express Trust Stable Value Fund, which is presented at cost plus accrued income. American Express Trust Stable Value Fund invests in insurance investment contracts, bank investment contracts and stable value contracts providing for fully benefit responsive participant payments. The Plan presents, in the statement of changes in net assets available for plan benefits, the net appreciation in the fair value of its investments, which consists of the realized gains and losses and the unrealized net appreciation on those investments. The fair value of the Plan’s investments is determined by using quoted market prices from commercial quotation services as of the Plan year-end. Participant loans are valued at cost which approximate fair value in the aggregate.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
8
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
The following investments represent 5% or more of the Plan’s net assets at December 31:
| | | | | |
| | 1999 |
| |
|
| American Express Trust Equity Index II | | $ | 81,371,192 | |
|
|
|
|
| American Express Trust Horizon Medium-Term 50:50 | | | 34,270,967 | |
|
|
|
|
| American Express Trust Stable Value Fund | | | 61,374,509 | |
|
|
|
|
| American Express Trust AXP New Dimensions Fund Y | | | 134,781,940 | |
|
|
|
|
| Fidelity Diversified International | | | 34,735,466 | |
|
|
|
|
| Starwood Common Stock | | | 60,862,385 | |
| | | | | |
| | 1998 |
| |
|
| Vanguard Money Market Fund | | $ | 1,743,140 | |
|
|
|
|
| Dodge & Cox Balanced Fund | | | 1,570,443 | |
|
|
|
|
| Manager’s Special Fund | | | 1,653,139 | |
|
|
|
|
| PIMCO Total Return Fund | | | 1,008,348 | |
|
|
|
|
| Vanguard Index Fund | | | 4,406,635 | |
|
|
|
|
| Vanguard International Growth Fund | | | 1,394,566 | |
During 1999, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $32,206,575 as follows:
| | | | | |
| | Year Ended |
| | December 31, 1999 |
| |
|
| Collective Trust Funds | | $ | 17,943,112 | |
|
|
|
|
| Mutual Funds | | | 28,548,395 | |
|
|
|
|
| Starwood Common Stock Fund | | | (14,284,932 | ) |
| | |
| |
| Net change in fair value | | $ | 32,206,575 | |
| | |
| |
Benefits Paid to Participants
Benefits paid to participants are recorded upon distribution.
Note 3. Tax Status
The IRS has determined and informed Starwood by a letter dated February 17, 1998, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, Starwood believes that the Plan was qualified and the related trust was tax-exempt for the years ended December 31, 1999 and 1998.
Note 4. Non-Exempt Transaction
For the year ended December 31, 1999, the Company’s failure to remit participant deferrals to the Plan in a timely manner constituted a lending of such monies to the Company. As such, these transactions represented non-exempt transactions between the Company and the Plan as identified in Schedule G, Part III. The deemed loans and earnings were subsequently paid to the Plan. The Department of Labor (“DOL”) has notified the Company that it intends to audit the records of the Plan. The DOL has indicated that this audit
9
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS — (Continued)
relates to late contributions to the Plan. As the DOL has not begun its examination, no regulatory action has been taken against the Plan.
Note 5. Party-in-Interest Transactions
Certain Plan investments are held in funds managed by AMEX. AMEX is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid and accrued by the Plan for Trustee and investment management services provided by AMEX amounted to $227,175 for the year ended December 31, 1999. In addition, certain Plan investments are Starwood common stock. As Starwood is the Plan Sponsor, these transactions qualify as party-in-interest transactions.
10
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
As of December 31, 1999
| | | | | | | | | | | |
| | Description of Investment | | | | |
| Identity of Issuer, Borrower, | | (Including Maturity Rate of Interest, | | | | |
| Lessor or Similar Party | | Collateral, Par or Maturity Value) | | Cost** | | Current Value |
| |
| |
| |
|
| Collective Trust Funds: | | | | | | | | | | |
| American Express Trust* | | Equity Index II | | | | | | $ | 81,371,192 | |
| American Express Trust* | | Horizon Long-Term 80:20 | | | | | | | 6,440,998 | |
| American Express Trust* | | Horizon Medium-Term 50:50 | | | | | | | 34,270,967 | |
| American Express Trust* | | Horizon Short-Term 25:75 | | | | | | | 1,213,489 | |
| American Express Trust* | | Stable Value Fund | | | | | | | 61,374,509 | |
| | | | | | | | |
| |
| | | | | | | | | 184,671,155 | |
| | | | | | | | |
| |
| Mutual Funds: | | | | | | | | | | |
| American Express Trust* | | AXP Bond Fund Y | | | | | | | 10,167,947 | |
| American Express Trust* | | AXP New Dimensions Fund Y | | | | | | | 134,781,940 | |
| Fidelity | | Diversified International | | | | | | | 34,735,466 | |
| Fidelity | | Small Cap Selector | | | | | | | 3,827,459 | |
| | | | | | | | |
| |
| | | | | | | | | 183,512,812 | |
| | | | | | | | |
| |
| Stock Fund: | | | | | | | | | | |
| Starwood* | | Starwood Common Stock | | | | | | | 60,862,385 | |
| | | | | | | | |
| |
| Other: | | | | | | | | | | |
| Various* | | Participant loans secured by vested benefits; maturity dates through 2010; interest rates 7.00% through 11.515% | | | | | | | 18,173,315 | |
| | | | | | | | |
| |
| | | | | | | | $ | 447,219,667 | |
| | | | | | | | |
| |
| |
| * | Represents party-in-interest to the Plan. |
| |
| ** | All investments are participant directed; therefore, disclosure of investment cost is not required. |
11
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
SCHEDULE G, PART III — SCHEDULE OF NON-EXEMPT TRANSACTIONS
For the Year Ended December 31, 1999
| | | | | | | | | | | |
| | | | Amount of | | Amount of |
| Identity of Party Involved | | Description of Transaction | | Loan | | Interest |
| |
| |
| |
|
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated January 25, 1999, maturity September 22, 1999, annual interest rate 23.4% | | $ | 3,177 | | | $ | 496 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated February 22, 1999, maturity May 25, 1999, annual interest rate 23.4% | | | 105 | | | | 6 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated February 22, 1999, maturity May 28, 1999, annual interest rate 23.4% | | | 125 | | | | 8 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated February 22, 1999, maturity June 21, 1999, annual interest rate 23.4% | | | 67 | | | | 5 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated February 22, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 3,315 | | | | 914 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated March 19, 1999, maturity May 25, 1999, annual interest rate 23.4% | | | 43 | | | | 2 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated March 19, 1999, maturity May 28, 1999, annual interest rate 23.4% | | | 69 | | | | 3 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated March 19, 1999, maturity July 22, 1999, annual interest rate 23.4% | | | 24 | | | | 2 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated March 19, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 3,433 | | | | 417 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity April 29, 1999, annual interest rate 23.4% | | | 51,898 | | | | 236 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity May 07, 1999, annual interest rate 23.4% | | | 18,997 | | | | 185 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity May 21, 1999, annual interest rate 23.4% | | | 116,581 | | | | 2,198 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity May 25, 1999, annual interest rate 23.4% | | | 6,561 | | | | 141 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity May 28, 1999, annual interest rate 23.4% | | | 22,912 | | | | 536 | |
12
| | | | | | | | | | | |
| | | | Amount of | | Amount of |
| Identity of Party Involved | | Description of Transaction | | Loan | | Interest |
| |
| |
| |
|
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity June 28, 1999, annual interest rate 23.4% | | $ | 158,513 | | | $ | 6,903 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity July 23, 1999, annual interest rate 23.4% | | | 17,656 | | | | 1,056 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity August 04, 1999, annual interest rate 23.4% | | | 11 | | | | 1 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity August 26, 1999, annual interest rate 23.4% | | | 3,922 | | | | 321 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 3,957 | | | | 393 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity October 08, 1999, annual interest rate 23.4% | | | 1,776 | | | | 195 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated April 22, 1999, maturity October 21, 1999, annual interest rate 23.4% | | | 15,985 | | | | 1,891 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity May 25, 1999, annual interest rate 23.4% | | | 425,862 | | | | 1,108 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity May 28, 1999, annual interest rate 23.4% | | | 648,438 | | | | 2,951 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity June 21, 1999, annual interest rate 23.4% | | | 179,964 | | | | 3,626 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity June 28, 1999, annual interest rate 23.4% | | | 297,278 | | | | 7,344 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity August 10, 1999, annual interest rate 23.4% | | | 4,494 | | | | 237 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 39,213 | | | | 3,161 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity September 28, 1999, annual interest rate 23.4% | | | 48,085 | | | | 4,063 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity October 01, 1999, annual interest rate 23.4% | | | 5,356 | | | | 463 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity October 08, 1999, annual interest rate 23.4% | | | 4,504 | | | | 410 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated May 21, 1999, maturity October 22, 1999, annual interest rate 23.4% | | | 1,102 | | | | 117 | |
13
| | | | | | | | | | | |
| | | | Amount of | | Amount of |
| Identity of Party Involved | | Description of Transaction | | Loan | | Interest |
| |
| |
| |
|
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity June 28, 1999, annual interest rate 23.4% | | $ | 279,631 | | | $ | 1,272 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity July 02, 1999, annual interest rate 23.4% | | | 140 | | | | 1 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity July 14, 1999, annual interest rate 23.4% | | | 529,445 | | | | 7,915 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity July 22, 1999, annual interest rate 23.4% | | | 473 | | | | 10 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity July 23, 1999, annual interest rate 23.4% | | | 84 | | | | 2 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity August 26, 1999, annual interest rate 23.4% | | | 2,213 | | | | 95 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 6,362 | | | | 385 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity September 28, 1999, annual interest rate 23.4% | | | 2,680 | | | | 172 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity October 08, 1999, annual interest rate 23.4% | | | 8,331 | | | | 590 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated June 21, 1999, maturity October 22, 1999, annual interest rate 23.4% | | | 395 | | | | 35 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity October 22, 1999, annual interest rate 23.4% | | | 25,270 | | | | 1,661 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity July 29, 1999, annual interest rate 23.4% | | | 8,260 | | | | 38 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity August 06, 1999, annual interest rate 23.4% | | | 798,248 | | | | 7,783 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity August 11, 1999, annual interest rate 23.4% | | | 28,194 | | | | 367 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity August 25, 1999, annual interest rate 23.4% | | | 51,821 | | | | 1,145 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity September 16, 1999, annual interest rate 23.4% | | | 45,581 | | | | 1,659 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 6,298 | | | | 254 | |
14
| | | | | | | | | | | |
| | | | Amount of | | Amount of |
| Identity of Party Involved | | Description of Transaction | | Loan | | Interest |
| |
| |
| |
|
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity September 27, 1999, annual interest rate 23.4% | | $ | 31 | | | $ | 1 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity September 28, 1999, annual interest rate 23.4% | | | 1,503 | | | | 66 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated July 22, 1999, maturity October 08, 1999, annual interest rate 23.4% | | | 4,710 | | | | 239 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity August 25, 1999, annual interest rate 23.4% | | | 779,606 | | | | 2,534 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity August 26, 1999, annual interest rate 23.4% | | | 49,574 | | | | 193 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 02, 1999, annual interest rate 23.4% | | | 40,983 | | | | 346 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 09, 1999, annual interest rate 23.4% | | | 512 | | | | 7 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 22, 1999, annual interest rate 23.4% | | | 458,600 | | | | 9,837 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 22, 1999, annual interest rate 17.3% | | | 1,625 | | | | 27 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 23, 1999, annual interest rate 17.3% | | | 536,987 | | | | 8,794 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 27, 1999, annual interest rate 23.4% | | | 319 | | | | 8 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity September 28, 1999, annual interest rate 23.4% | | | 163 | | | | 4 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity October 08, 1999, annual interest rate 23.4% | | | 248,001 | | | | 9,453 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity October 21, 1999, annual interest rate 23.4% | | | 190,102 | | | | 10,121 | |
15
| | | | | | | | | | | |
| | | | Amount of | | Amount of |
| Identity of Party Involved | | Description of Transaction | | Loan | | Interest |
| |
| |
| |
|
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity October 22, 1999, annual interest rate 23.4% | | $ | 43,527 | | | $ | 2,038 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated August 20, 1999, maturity December 10, 1999, annual interest rate 24.6% | | | 8,212 | | | | 1,406 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity September 22, 1999, annual interest rate 17.3% | | | 249,506 | | | | 4,087 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity October 08, 1999, annual interest rate 23.4% | | | 333,254 | | | | 7,159 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity October 21, 1999, annual interest rate 23.4% | | | 283,547 | | | | 6,488 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity October 22, 1999, annual interest rate 23.4% | | | 9,596 | | | | 244 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity September 24, 1999, annual interest rate 23.4% | | | 435,924 | | | | 567 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity September 27, 1999, annual interest rate 23.4% | | | 716 | | | | 2 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity October 01, 1999, annual interest rate 23.4% | | | 6,832 | | | | 40 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated September 22, 1999, maturity October 07, 1999, annual interest rate 23.4% | | | 646 | | | | 6 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated October 21, 1999, maturity November 20, 1999, annual interest rate 24.6% | | | 12,478 | | | | 553 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated October 21, 1999, maturity December 3, 1999, annual interest rate 24.6% | | | 5,574 | | | | 358 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated October 21, 1999, maturity October 28, 1999, annual interest rate 23.4% | | | 114 | | | | 1 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated November 19, 1999, maturity December 3, 1999, annual interest rate 24.6% | | | 164 | | | | 4 | |
16
| | | | | | | | | | | |
| | | | Amount of | | Amount of |
| Identity of Party Involved | | Description of Transaction | | Loan | | Interest |
| |
| |
| |
|
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated November 19, 1999, maturity December 23, 1999, annual interest rate 24.6% | | $ | 17 | | | $ | 1 | |
| |
| Starwood Hotels & Resorts Worldwide, Inc. | | Deemed loan to the Company dated December 21, 1999, maturity December 23, 1999, annual interest rate 24.6% | | | 416 | | | | 1 | |
| | | | |
| | | |
| |
| | | | $ | 7,580,088 | | | $ | 127,358 | |
| | | | |
| | | |
| |
17
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan:
As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into Starwood Hotels & Resorts Worldwide, Inc.’s previously filed Registration Statement on Form S-8 (File No. 333-93469).
Phoenix, Arizona
June 28, 2000
18
