11-K 1 p15212e11vk.htm FORM 11-K e11vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 2008
OR
     
o   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.
1111 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
 		  
  By:   /s/ Alan Schnaid    
    Alan Schnaid    
    Starwood Hotels & Resorts Worldwide, Inc. Benefits Committee Member   
 
 EX-23.1
Date: June 29, 2009

 

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
December 31, 2008 and 2007
INDEX
         
    Pages
    2  
 
        
FINANCIAL STATEMENTS
        
 
        
    3  
 
        
    4  
 
        
    5 - 11  
 
        
SUPPLEMENTAL SCHEDULES
        
 
        
    12  
 
        
    13  
 
        
    14  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To STARWOOD HOTELS & RESORTS WORLDWIDE, INC. SAVINGS AND RETIREMENT PLAN
We have audited the accompanying statements of net assets available for benefits of Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements 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 audits 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 referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in net assets available for benefits for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed in the accompanying index are presented for the purpose 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 are the responsibility of the Plan’s management. 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.
/s/ Mayer Hofffman McCann P.C.
Phoenix, Arizona
June 25, 2009

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2008 and 2007
                 
    2008     2007  
Assets:
                
Investments
   $ 531,608,563     $ 665,578,366  
 
                
Receivables:
                
Participant contributions
     208,973       1,199,442  
Employer contributions
     2,534,773       2,064,496  
Accrued investment income
     1,441,840       1,237,790  
 
            
Total receivables
     4,185,586       4,501,728  
 
            
Total assets
     535,794,149       670,080,094  
 
            
Liabilities:
                
Excess contributions payable
     —       1,406,708  
Accrued expenses
     47,643       57,525  
 
            
Total liabilities
     47,643       1,464,233  
 
            
 
                
Net assets available for benefits at fair value
     535,746,506       668,615,861  
 
            
 
                
Adjustment from fair value to contract value for fully benefit-responsive investment contract
     453,097       5,982,345  
 
            
 
                
Net assets available for benefits
   $ 536,199,603     $ 674,598,206  
 
            
See Notes to Financial Statements

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2008
         
Additions to net assets attributed to:
        
Dividends and interest
   $ 17,976,501  
 
      
 
        
Contributions:
        
Participants
     73,745,970  
Participant rollovers
     3,430,363  
Employer
     33,434,595  
 
      
Total contributions
     110,610,928  
 
      
 
        
Total additions
     128,587,429  
 
      
 
        
Deductions from net assets attributed to:
        
Benefits paid to participants
     66,391,370  
Net depreciation in fair value of investments
     198,886,972  
Investment and administrative expenses
     3,297,992  
 
      
Total deductions
     268,576,334  
 
      
 
        
Net decrease in net assets before plan asset transfers
     (139,988,905 )
Assets transferred from other plans, net
     1,590,302  
 
      
 
        
Decrease in net assets
     (138,398,603 )
 
        
Net assets available for benefits, beginning of year
     674,598,206  
 
      
 
        
Net assets available for benefits, end of year
   $ 536,199,603  
 
      
See Notes to Financial Statements

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(1)   Description of the Plan
 
    The following description of the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
    Starwood Hotels & Resorts Worldwide, Inc. (“Starwood” or the “Company”) sponsors the Plan administered by the Starwood Benefits Committee (the “Plan Administrator”). The Plan was originally established effective April 1, 1997.
 
    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 pretax and matching employer contributions in accordance with Section 401(k) and 401(m) of the Internal Revenue Code (“IRC”). The Plan’s assets are held in trust (“Trust”) pursuant to a trust agreement with the Company and State Street Bank and Trust Company (“State Street”).
 
    Eligibility
 
    Company employees become eligible to participate in the Plan when they are 21 years of age and have completed a three-month period of service. The Company does not begin to match contributions until the participant has completed one year of service as defined by the Plan.
 
    Contributions
 
    Plan participants may elect to make pretax contributions as a percentage of compensation up to 50% of compensation, subject to Internal Revenue Service limitations. Effective January 1, 2008, the Company makes a matching contribution in an amount equal to 100% of the initial pretax contributions up to 1% of eligible compensation and 50% of the pretax contributions between 2% and 7% of the participant’s eligible compensation. Participants direct the investment of their contributions and the Company’s matching contribution into various investment options offered by the Plan.
 
    Participants who are age 50 or older by the end of the applicable plan year and have contributed the maximum pretax contributions allowable by the Plan during the Plan year may make an additional pretax catch-up contribution. The catch-up contribution was limited to $5,000 for the year ended December 31, 2008.
 
    Corrective distributions of $0 and $1,406,708 for the Plan years ended December 31, 2008 and 2007, respectively, are payments made to certain active participants to return to them excess deferral contributions. The return of excess contributions is required to satisfy the relevant nondiscrimination tests of the Plan for the year.
 
    Vesting
 
    Participants are immediately vested in their voluntary contributions and earnings thereon. Effective January 1, 2008, participants become 100% vested in the Company’s contributions and earnings thereon after two years of service.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(1)   Description of the Plan (continued)
 
    Rollover contributions and 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 distributions to the qualified plan of another employer, an IRA account or to an insurance company IRA annuity.
 
    Participants’ accounts
 
    Separate accounts are maintained with respect to Plan participants’ pretax contributions, employer matching contributions, and rollover contributions. Each participant’s account is credited with the appropriate contributions and allowance of investment earnings and losses and charged with Plan investment expenses. Allocations of Plan earnings/losses and expenses are based on the proportion of each participant’s account balance to the total of all account balances for each investment type.
 
    Participant loans
 
    Participants may borrow from the vested portion of their accounts. The minimum loan amount is $1,000, restricted to 50% of the participant’s vested account balance. The maximum amount a participant may borrow is equal to the lesser of $50,000 or 50% of their vested account balance, reduced by any outstanding loan balance. A participant may have no more than two loans outstanding at one time. 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. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate equal to the prime interest rate as of the first business day of the month when the loan was issued, plus 1%. For 2008 and 2007, the loan interest rate averaged 6.2% and 9.1%, respectively. Loans outstanding at December 31, 2008 and 2007, totaled $30,374,007 and $27,287,813, respectively.
 
    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 20 years. Participants may also elect to defer distributions subject to certain conditions.
 
    Withdrawals of a participant’s vested benefits are also permitted upon attainment of age 59-1/2 or, subject to Plan provisions, as a hardship distribution.
 
    Forfeitures
 
    Forfeitures of nonvested Company contributions are applied to reduce future Company contributions. Unallocated forfeited nonvested accounts totaled $120,747 and $184,147 at December 31, 2008 and 2007, respectively. During 2008, forfeited nonvested accounts reduced Company contributions by $628,403.
 
    Administrative expenses
 
    Administrative expenses, including investment management and recordkeeping fees, are paid from Plan assets, except to the extent the Company pays such expenses. For the year ended December 31, 2008, substantially all administrative expenses were paid by the Plan. Loan processing fees are deducted from the accounts of participants who have requested loans.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(1)   Description of the Plan (continued)
 
    Termination of the Plan
 
    Although it has not expressed any intent to do so, the Company 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 Plan termination, partial termination or complete discontinuance of contributions, participants become fully vested in the Company contributions. Additionally, any forfeitures that have not been used to reduce Company contributions to the Plan as of the termination will be credited pro rata to the accounts of all participants in accordance with Plan provisions.
 
(2)   Summary of significant accounting policies
 
    Basis of presentation
 
    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.
 
    As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in fully benefit-responsive investment contracts through a common collective trust. As required by the FSP, the statement of net assets available for benefits presents the fair value of the investment in the common collective trust as well as the adjustment of the investment in the common collective trust from fair value to contract value relating to the fully benefit-responsive investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.
 
    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.
 
    Use of estimates
 
    The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amount of assets, liabilities and net assets and the reported amount of additions to and deductions from net assets. Actual results could differ from those estimates.
 
    Concentration of credit risk and market 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 risks, such as interest rate, market and credit risks. The Plan’s risk of credit loss is limited to the carrying value of the investments. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(2)   Summary of significant accounting policies (continued)
 
    Impact of recently issued accounting standard
 
    Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value under U.S. generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under SFAS No. 157 as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:
 
    •  Level 1 — Quoted prices in active markets for identical assets or liabilities.
 
    •  Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
    •  Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
    The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs.
 
    Following is a description of the valuation methodologies used for assets measured at fair value.
 
    Money market accounts: Valued at cost, which approximates fair value.
 
    Common collective trusts: Valued by the trustee based on the fair value of the underlying securities within the fund.
 
    Mutual funds: Valued using quoted market prices in active markets.
 
    Starwood common stock: Valued using quoted market prices in active markets.
 
    Participant loans: Valued at cost plus accrued interest, which approximates fair value.
 
    The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair value. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurement at the reporting date.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(2)   Summary of significant accounting policies (continued)
 
    Benefits paid to participants
 
    Benefits paid to participants are recorded in the period in which they are paid.
 
    Assets transferred from other plans, net
 
    Assets transferred from or to other plans represent transfers of participant account balances whenever a participant changes employment between the Company and a nonaffiliate of Starwood who has elected to adopt the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan as a mirror plan.
 
(3)   Fair value measurements
 
    The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008:
                                 
    Level 1     Level 2     Level 3     Total  
Money market fund
   $ —     $ 608,680     $ —     $ 608,680  
Common collective trusts
     —       127,717,636       —       127,717,636  
Mutual funds
     344,383,617       —       —       344,383,617  
Starwood common stock
     28,524,623       —       —       28,524,623  
Participant loans
     —       —       30,374,007       30,374,007  
 
                        
Total assets at fair value
   $ 372,908,240     $ 128,326,316     $ 30,374,007     $ 531,608,563  
 
                        
The following table presents a reconciliation of the Plan’s participant loans measured at fair value for the year ended December 31, 2008:
         
Balance at January 1, 2008
   $ 27,287,813  
Purchases, sales, issuances and settlements, net
     3,086,194  
 
      
Balance at December 31, 2008
   $ 30,374,007  
 
      

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(4)   Investments
 
    The following investments, along with their respective percentage of net assets available for benefits, represent 5% or more of the Plan’s net assets available for benefits at December 31:
                                 
    2008     2007  
Vanguard Prime Money Market Fund
   $ 132,671,083       25 %   $ —       — %
 
                                
Fidelity Diversified International Fund
     54,044,646       10       102,105,684       15  
 
                                
State Street Bank and Trust Company Principal Accumulation Return Fund
     49,996,394       9       163,929,186       24  
 
                                
Vanguard Institutional Index Fund
     48,287,054       9       —       —  
 
                                
PIMCO Total Return Admin. Fund
     44,484,210       8       *       *  
 
                                
Wells Fargo Advantage Capital Growth Fund
     41,961,488       8       49,846,215       7  
 
                                
Participant Loans
     30,374,007       6       *       *  
 
                                
Starwood Common Stock
     28,524,623       5       60,254,328       9  
 
                                
State Street Bank and Trust Company S&P 500 Flagship Fund Series A
     —       —       68,754,531       10  
 
*   Investment balance is less than 5% of the Plan’s net assets.
The Plan’s investments (including gains and losses on investments purchased and sold, as well as held during the year) depreciated in value as follows for the year ended December 31, 2008:
         
Common collective trusts
   $ (29,960,095 )
Mutual funds
     (131,700,421 )
Starwood Common Stock
     (37,226,456 )
 
      
 
   $ (198,886,972 )
 
      
(5)   Tax status
 
    The Plan received a favorable determination letter from the IRS dated October 8, 2003. The determination letter was applicable for amendments adopted by the Plan through January 8, 2002. Subsequent to this determination by the IRS, the Plan was further amended. Effective January 1, 2006, the Plan was restated to adopt all prior amendments to the Plan. Subsequent to the Plan restatement, the Plan was further amended. Although the Plan has been amended and restated since receiving the determination letter, the Plan Administrator believes that the Plan is designed and operated in compliance with the applicable requirements of the IRC and that the Plan was qualified and the related trust was tax-exempt as of December 31, 2008.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
(6)   Party-in-interest transactions
 
    Certain Plan investments are held in funds managed by State Street; therefore, these transactions qualify as party-in-interest transactions. In addition, certain Plan investments are in Starwood common stock, qualifying these transactions as party-in-interest transactions. Fees incurred by the Plan for the investment management services amounted to $36,245 for the year ended December 31, 2008. In addition, fees paid to the Plan’s recordkeeper amounted to $3,204,601 for the year ended December 31, 2008.
 
    The Company also charges the Trust for an allocation of certain administrative costs. The Company is the Trust sponsor; therefore, these transactions qualify as party-in-interest transactions. Total costs charged to the Trust were $57,146 for the year ended December 31, 2008.
 
(7)   Reconciliation of financial statements to Form 5500
 
    The following is a reconciliation of the net assets available for benefits from the financial statements to the Form 5500:
                 
    December 31,     December 31,  
    2008     2007  
Net assets available for benefits per financial statements
   $ 536,199,603     $ 674,598,206  
Amounts allocated to withdrawing participants
     (49,424 )     (628,033 )
Adjustments from fair value to contract value for fully benefit-responsive investment contract
     (453,097 )     (5,982,345 )
 
            
Net assets available for benefits per Form 5500
   $ 535,697,082     $ 667,987,828  
 
            
The following is a reconciliation of total investment losses as reported in the financial statements for the year ended December 31, 2008 to Form 5500:
         
Total investment losses, net per the financial statements
     (180,910,471 )
Adjustment from fair value to contract value for fully benefit-responsive investment contract
     (453,097 )
2007 adjustment from fair value to contract value for fully benefit-responsive investment contract
     5,982,345  
 
      
Total investment losses per Form 5500
   $ (175,381,223 )
 
      
The following is a reconciliation of benefits paid to participants as reported in the financial statements for the year ended December 31, 2008 to Form 5500:
         
Benefits paid to participants per the financial statements
   $ 66,391,370  
Amounts allocated to withdrawing participants at December 31, 2007
     (628,033 )
Amounts allocated to withdrawing participants at December 31, 2008
     49,424  
 
      
Benefits paid to participants per the Form 5500
   $ 65,812,761  
 
      
(8)   Nonexempt Transaction
 
    During the year ended December 31, 2008, there were unintentional delays by the Sponsor in remitting employee contributions to the custodian of the Plan’s assets in the amount of $59,651. As of December 31, 2008, these employee contributions were remitted to the custodian.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
EIN #52-1193298
Plan #001
Schedule H, Line 4(a) — Schedule of Delinquent Participant Contributions
For the Year Ended December 31, 2008
     
Participant Contribution and Loan    
Payments Transferred Late to   Total that Constituted Non-exempt
the Plan   Prohibited Transactions
$59,651
   $59,651

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
EIN #52-1193298
Plan #001
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)
December 31, 2008
                 
    Description of investment        
    including maturity date,        
Identity of issue, borrower,   rate of interest, collateral,        
lessor or similar party   par or maturity value     Current value  
Money market fund
                
*   State Street Short Term Investment Fund
   608,680 units   $ 608,680  
 
              
 
                
Common collective trusts
                
 
*   State Street Bank and Trust Company Principal Accumulation Return Fund
   3,840,655 units     49,996,394  
 
                
Barclays Global Investors LifePath Retirement
   316,347 units     3,007,538  
 
                
Barclays Global Investors LifePath 2010
   1,233,587 units     11,395,897  
 
                
Barclays Global Investors LifePath 2020
   2,768,641 units     23,335,375  
 
                
Barclays Global Investors LifePath 2030
   3,030,744 units     23,807,830  
 
                
Barclays Global Investors LifePath 2040
   2,170,546 units     16,174,602  
 
              
Total common collective trusts
             127,717,636  
 
              
 
                
Mutual funds
                
 
                
Vanguard Prime Money Market Fund
   10,103,967 units     132,671,083  
 
                
Vanguard Institutional Index Fund
   1,495,809 units     48,287,054  
 
                
PIMCO Total Return Admin. Fund
   1,951,050 units     44,484,210  
 
                
Dreyfus Premiere Structured Mid-Cap Fund
   2,678,533 units     14,769,053  
 
                
Veracity Small Cap Value Fund
   197,841 units     1,215,161  
 
                
John Hancock Classic Value Fund
   1,609,704 units     6,950,922  
 
                
Wells Fargo Advantage Capital Growth Fund
   6,986,185 units     41,961,488  
 
                
Fidelity Diversified International Fund
   744,991 units     54,044,646  
 
              
Total mutual funds
             344,383,617  
 
              
 
                
* Starwood Common Stock
   1,601,663 shares     28,524,623  
 
              
 
                
Participant loans
   Secured by vested benefits;
maturity dates through May
2022; interest rates 4.25% - 10.5%		     30,374,007  
 
              
 
                
Total Assets (held at end of year)
           $ 531,608,563  
 
              
 
*   Represents a party-in-interest
 
Note:   Cost information has been excluded as all investments are participant-directed investments

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Table of Contents

EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report on Form 11-K:
     
Exhibit    
Number   Description of Exhibit
 
    
23.1
  Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm

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