-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUvo1k6s7stouZ1g4Ow2GCbKASBM0fSUxQ7+KEhcp2VMIcE/m6oSCqlAuKWbG5Sx LNUJ8dgtBuLdo/IauWLmew== 0000905036-99-000007.txt : 19990630 0000905036-99-000007.hdr.sgml : 19990630 ACCESSION NUMBER: 0000905036-99-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SODEXHO MARRIOTT SERVICES INC CENTRAL INDEX KEY: 0000905036 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 520936594 STATE OF INCORPORATION: DE FISCAL YEAR END: 0828 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12188 FILM NUMBER: 99655662 BUSINESS ADDRESS: STREET 1: 9801 WASHINGTONIAN BOULEVARD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3019874431 MAIL ADDRESS: STREET 1: 9801 WASHINGTONIAN BOULEVARD CITY: GAITHERBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT INTERNATIONAL INC DATE OF NAME CHANGE: 19930517 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ COMMISSION FILE NUMBER 1-12188 SODEXHO MARRIOTT SERVICES, INC. ------------------------------- 401(K) EMPLOYEES' RETIREMENT ---------------------------- SAVINGS PLAN AND TRUST ------------------------ (Full title of the plan) 9801 WASHINGTONIAN BOULEVARD, GAITHERSBURG, MARYLAND 20878 ---------------------------------------------------- ---------- (Address of the plan) (Zip Code) SODEXHO MARRIOTT SERVICES, INC. ------------------------------------------------------------ (Name of issuer of the securities held pursuant to the plan) 9801 WASHINGTONIAN BOULEVARD, GAITHERSBURG, MARYLAND 20878 ---------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) FINANCIAL STATEMENTS AND EXHIBITS - --------------------------------- (a) Financial statements and supplemental schedules as of December 31, 1998, and for the period from March 27, 1998 (date of inception) to December 31, 1998, prepared in accordance with financial reporting requirements of ERISA. Beginning at the next page of this document. (b) Exhibits The following exhibit is furnished to this Form 11-K: (23) Consent of Independent Auditors SIGNATURES ---------- THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the administrative committee (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Date: JUNE 29, 1999 /s/ LAWRENCE E. HYATT ------------- ---------------------------- Lawrence E. Hyatt Senior Vice President and Chief Financial Officer Sodexho Marriott Services, Inc. SODEXHO MARRIOTT SERVICES, INC 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Financial Statements and Supplemental Schedules December 31, 1998 (With Independent Auditors' Report Thereon) [KPMG LOGO] 2001 M Street, N.W. Washington, DC 20036 INDEPENDENT AUDITORS' REPORT The Administrative Committee and Participants Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and Trust: We have audited the accompanying statement of net assets available for benefits of Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and Trust (the Plan) as of December 31, 1998, and the related statement of changes in net assets available for benefits for the period from March 27, 1998 (date of inception) to December 31, 1998. 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 audit. We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides 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, 1998, and the changes in net assets available for benefits for the period from March 27, 1998 (date of inception) to December 31, 1998 in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Item 27A - Schedule of Assets Held for Investment Purposes (Schedule I and I-a), Item 27A Part 2 - Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year (Schedule II), and Item 27D Part 2 - Schedule of Reportable Transactions (Schedule III) 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 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/ KPMG LLP June 11, 1999
SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Statement of Net Assets Available for Benefits December 31, 1998 Assets: Investments: At fair value: Sodexho Marriott Services, Inc. common stock $ 10,690,115 Marriott International, Inc. common stock 70,303,192 Other common stock 14,398,023 Firm purchase commitments, net (7,600,012) Corporate bonds, notes, and other obligations 10,657,001 Government obligations 7,615,968 Mutual and collective investment funds 178,934,073 Participant notes receivable 8,723,054 At contract value: Guaranteed investment contracts 67,117,017 ---------------- Total investments 360,838,431 ---------------- Receivables: Due from Sodexho Marriott Services, Inc. for Company contribution 6,767,341 Accrued interest and dividends 429,724 Receivables from sales of investments 45,692,455 ---------------- Total receivables 52,889,520 ---------------- Total assets 413,727,951 ---------------- Liabilities: Accounts payable on investments purchased 15,298,507 Custodian and advisor fees payable 270,640 Excess contributions due to participants 906,302 Other 14,272 ---------------- Total liabilities 16,489,721 ---------------- Net assets available for benefits $ 397,238,230 ================
See accompanying notes to financial statements. 2
SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Statement of Changes in Net Assets Available for Benefits For the Period from March 27, 1998 (date of inception) to December 31, 1998 Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 43,816,825 Interest 6,462,165 Dividends 4,470,587 Less investment expense (806,618) ----------------- 53,942,959 Contributions: Participants 19,984,324 Company 6,767,341 Transfers from other plans 331,423,922 Other 89,603 ----------------- Total additions 412,208,149 ----------------- Deductions from net assets attributed to: Benefits paid to participants 14,426,015 Administrative expenses 543,904 ----------------- Total deductions 14,969,919 ----------------- Net increase 397,238,230 Net assets available for benefits, beginning of period -- ----------------- Net assets available for benefits, end of period $ 397,238,230 =================
See accompanying notes to financial statements. 3 SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (1) DESCRIPTION OF PLAN The following description of the Sodexho Marriott Services, Inc. (the Company) 401(k) Employees' Retirement Savings Plan and Trust (the Plan), provides only general information. Participants should refer to the summary plan description or Plan document for a more complete description of the Plan's provisions. On March 27, 1998, Marriott International, Inc. spun off its lodging, senior living and distribution services business into a new corporation called New Marriott. The remaining contract services division, referred to as Marriott Management Services Corp., then merged with the North American operations of Sodexho Alliance and became Sodexho Marriott Services, Inc. Employees of Sodexho Marriott Services, Inc. became eligible to participate in the Plan. As a result, the employees of the Company transferred their funds into the Plan, which totaled $331 million, from the Marriott International, Inc. Employees' Profit Sharing, Retirement and Savings Plan and Trust. (A) GENERAL The Plan is a defined contribution plan covering eligible employees of the Company who are at least 21 years of age and have completed at least 1,000 hours of service within a 12-month period. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). (B) CONTRIBUTIONS Each year, participants may contribute up to 15 percent or a fixed dollar amount (minimum of $3 per week) of annual plan eligible compensation. The Company's matching contribution to the Plan is a discretionary amount determined by the Company's Board of Directors. In general, Company contributions are allocated among active participants' accounts in proportion to each participant's basic savings during the year. Basic savings represent up to the first 6 percent of a participant's eligible compensation contributed to the Plan. Contributions are subject to certain limitations. (C) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (i) the Company's contribution, and (ii) Plan earnings or losses, and charged with an allocation of administrative expenses. Allocations are based on participant contributions as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. (D) VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's contribution portion of their account plus actual earnings thereon is based on years of service. The Company contribution becomes 20 percent vested after two years of service. Vesting increases 20 percent a year thereafter until the fifth year of service, at which time a participant's Company contribution becomes 100 percent vested. All participants become fully vested upon death, permanent disability, or retirement which is defined as attainment of age 55 for salaried participants or age 45 for most hourly participants. 4 (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (E) INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employee contributions in 1 percent increments in any of twelve investment options. Stable Value Fund - Funds are invested in high-quality insurance companies, banks and other short-term fixed income investments. Bond Fund - Funds are invested in investment-grade bonds or other debt securities issued by international and domestic corporations and banks and U.S. government agencies. Balanced Fund - Funds are invested in a widely diversified portfolio of equity and fixed income securities. Stock Fund - Funds are invested in a widely diversified portfolio of common stocks, convertible debt and other equity-linked securities. International Stock Fund - Funds are primarily invested in a diversified portfolio of common stocks and other equity-linked securities of companies located outside the United States. Sodexho Marriott Services, Inc. Stock Fund - Funds are invested in Sodexho Marriott Services, Inc. common stock. T. Rowe Price New Horizon Fund - Funds are invested primarily in common stocks of small, rapidly growing companies. Fidelity Contrafund - Funds are primarily invested in common stocks of companies that are currently undervalued or out of public favor but that have a potential for capital growth. Franklin Mutual Shares Class I Fund - Funds are invested in common and preferred stock and corporate debt securities of any credit quality. T. Rowe Price Mid-Cap Growth Fund - Funds are invested in common stocks of mid-size companies. Morgan Stanley Institutional Equity Growth Fund - Funds are invested in stocks of large, high-quality companies, which are expected to achieve and sustain rapid earnings growth. T. Rowe Price Equity Income Fund - Funds are invested in common stocks of established U.S. companies that pay above-average dividends. Marriott International, Inc. Stock Fund - Funds are invested in Marriott International, Inc. common stock. Effective with inception of the Plan, participants are not permitted to invest their funds into the Marriott International, Inc. Stock Fund. Participants may change their investment options daily. 5 (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (F) PARTICIPANT NOTES RECEIVABLE Participants may borrow from their fund accounts a minimum of $400 up to a maximum equal to the lesser of $50,000, reduced by the highest outstanding loan balance in the previous 12-month period, or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from 1 to 4 years or up to 10 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant's account and bear interest at the prime rate published by the Wall Street Journal plus 100 basis points. Interest rates range from 8.75 percent to 9.5 percent. Principal and interest are paid ratably through weekly or biweekly payroll deductions. (G) PAYMENT OF BENEFITS Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, annual installments over a specified period chosen by the participant, or an annuity. (H) FORFEITED ACCOUNTS The unvested portion of the Company contribution is forfeited and used to reduce Plan expenses. (I) ADMINISTRATION The Company serves as the named fiduciary of the Plan. Administration of the Plan is under the direction of a three-member Administrative Committee, all of whom are corporate officers of the Company. (J) ADMINISTRATIVE AND INVESTMENT EXPENSES Certain administrative and all investment expenses are paid by the Plan and are allocated to participants based on account balances. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. (B) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. (C) INVESTMENTS VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value except for its investment in Guaranteed Investment Contracts (GICs) with fully benefit responsive features, which are valued at contract 6 (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 value. Shares of mutual and collective investment funds are valued at market prices, which represent the net asset value of shares held by the Plan at year-end. The Company's stock and Marriott International, Inc. stock are valued at their quoted market price. Participant notes receivable are valued at cost, which approximates fair value. Investment earnings are allocated to accounts of Plan participants on a daily 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. Realized gains and losses from security transactions are reported on an average cost method. (D) PAYMENT OF BENEFITS Benefits are recorded when paid. (3) RELATED-PARTY TRANSACTIONS The Plan may, at the discretion of Plan participants, invest an unlimited amount of its assets in securities issued by the Company. The Plan held 386,092 shares of common stock of the Company as of December 31, 1998. Dividends on Sodexho Marriott Services Inc. common stock approximated $7,205 for the period from March 27, 1998 (date of inception) to December 31, 1998. Certain investments are purchased from the custodian (Bankers Trust Company) and certain investments are managed by the Plan recordkeeper (T. Rowe Price). Fees paid by the Plan for the investment management services amounted to approximately $160,000 and $648,000 for Bankers Trust Company and T. Rowe Price, respectively, for the period ended December 31, 1998. (4) GUARANTEED INVESTMENT CONTRACTS The Plan is invested in certain investment contracts with insurance companies. The custodians of these investment contracts are T. Rowe Price and PRIMCO. The accounts are credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses. The contracts are carried at contract value (which represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses), because they are fully benefit responsive. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The estimated fair value of the investment contracts at December 31, 1998 was $68,672,633. The average yield was approximately 6.40% for the year ended December 31, 1998. The fair values for these GICs have been estimated based on a discounted cash flow analysis. The estimated fair value is calculated based on the net present value of expected future payments, which include interest and a lump sum contract amount, discounted at a rate determined by the quality of the GICs and the average remaining life. This calculation is necessary, as GICs are not actively traded investments for which a daily fair value is readily available. The issuers of the GICs are generally insurance companies. Where there are no underlying assets collateralizing the investment, the Plan's ultimate realization of amounts invested in GICs is dependent on the continued financial stability of the issuers of the GICs. 7 (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (5) INVESTMENTS The following investments represent 5 percent or more of the Plan's net assets:
DECEMBER 31, 1998 -------------------------------------- PERCENTAGE FAIR VALUE OR OF PLAN CONTRACT VALUE NET ASSETS ------------------- ------------------ Bankers Trust Pyramid Cash Fund $ 177,601,918 45% Marriott International, Inc. common stock 70,303,192 18 =================== ==================
During the period ended December 31, 1998, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value as follows:
PERIOD ENDED DECEMBER 31, 1998 ----------------- Net appreciation (depreciation) in fair value of investments: Sodexho Marriott Services, Inc. common stock $ 5,682,532 Marriott International, Inc. common stock 39,555,169 Other common stock (625,826) Corporate bonds, notes and other obligations 353,398 Government obligations 254,163 Firm purchase commitments, net (11,777) T. Rowe Price New Horizon Fund (616,616) T. Rowe Price Mid-Cap Growth Fund 295,506 T. Rowe Price Equity Income (481,857) Fidelity Contrafund 533,020 Morgan Stanley Institutional Equity Growth Fund (499,911) Franklin Mutual Shares Class I Fund (620,976) ---------------- Net appreciation in fair value of investments $ 43,816,825 ================
(6) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. (7) TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated June 18, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. 8 (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (8) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits as reported in the financial statements to the Form 5500:
DECEMBER 31, 1998 -------------------------- Net assets available for benefits as reported in financial statements $ 397,238,230 Less - distributions payable to terminated employees 89,191 -------------------------- Net assets available for benefits per Form 5500 $ 397,149,039 ==========================
The following is a reconciliation of benefits paid to participants as reported in the financial statements to the Form 5500:
PERIOD FROM MARCH 27, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 -------------------------- Benefits paid to participants as reported in the financial statements $ 14,426,015 Add: amounts allocated to withdrawing participants at December 31, 1998 89,191 -------------------------- Benefits paid to participants as reported in the Form 5500 $ 14,515,206 ==========================
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1998 but not yet paid as of that date. 9 (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (9) FUND INFORMATION The following table shows net assets available for benefits and changes in net assets available for benefits by investment option as of December 31, 1998 and for the period from March 27, 1998 (date of inception) to December 31, 1998:
NET ASSETS AVAILABLE FOR BENEFITS BY FUND DECEMBER 31, 1998 - ---------------------------------------------------------------------------------------------------------------------------------- MARRIOTT INTER- SODEXHO T.TROWE STABLE INTERNATIONAL NATIONAL MARRIOTT PRICE VALUE BOND BALANCED STOCK INC. STOCK SERVICES, INC. NEW FUND FUND FUND FUND STOCK FUND FUND STOCK FUND HORIZON FUND - ---------------------------------------------------------------------------------------------------------------------------------- Assets: Investments: At estimated fair value: Sodexho Marriott Services, Inc. common stock $ -- $ -- $ -- $ -- $ -- $ -- $10,690,115 $ -- Marriott International, Inc. common stock -- -- -- -- 70,303,192 -- -- -- Other common stock -- -- -- -- -- -- -- 6,598,352 Firm purchase commitments, net -- (2,944,078) (4,655,934) -- -- -- -- -- Corporate bonds, notes, and other obligations -- 1,507 1,922 -- -- -- -- -- Government obligations -- 2,951,357 4,664,611 -- -- -- -- -- Mutual and collective investment funds 14,877,775 18,924,714 64,661,827 78,106,564 698,127 618,372 420,523 -- Participant notes receivable -- -- -- -- -- -- -- -- At contract value: Guaranteed investment contracts 67,117,017 -- -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Total investments 81,994,792 18,933,500 64,672,426 78,106,564 71,001,319 618,372 11,110,638 6,598,352 ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Receivables: Due from Sodexho Marriott Services, Inc. for Company contribution 1,461,576 335,373 1,150,476 1,382,511 1,256,173 125,181 203,432 116,596 Accrued interest and dividends 54,622 25,046 116,060 102,445 123,365 2,734 1,528 -- Receivables from sales of investments 2,045 5,082,067 8,274,869 49,998 -- 6,456,430 -- 336,984 ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Total receivables 1,518,243 5,442,486 9,541,405 1,534,954 1,379,538 6,584,345 204,960 453,580 ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Total assets 83,513,035 24,375,986 74,213,831 79,641,518 72,380,857 7,202,717 11,315,598 7,051,932 ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Liabilities: Accounts payable on investments purchased -- 5,080,539 7,934,506 -- -- -- -- 336,984 Custodian and advisor fees payable 41,770 17,998 88,577 99,801 11,560 (46) 2,583 1,182 Excess contributions due to participants 64,061 14,699 50,425 60,595 55,058 5,487 8,916 5,110 Other (523,325) 20,734 122,345 146,956 178,869 8,739 (378,141) 13,391 ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Total liabilities (417,494) 5,133,970 8,195,853 307,352 245,487 14,180 (366,642) 356,667 ---------- ---------- ---------- ---------- ---------- --------- ---------- --------- Net assets available for benefits $83,930,529 $19,242,016 $66,017,978 $79,334,166 $72,135,370 $7,188,537 $11,682,240 $6,695,265 ========== ========== ========== ========== ========== ========= ========== =========
10 (1 of 2) (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998 (9) FUND INFORMATION The following table shows net assets available for benefits and changes in net assets available for benefits by investment option as of December 31, 1998 and for the period from March 27, 1998 (date of inception) to December 31, 1998:
NET ASSETS AVAILABLE FOR BENEFITS BY FUND DECEMBER 31, 1998 --------------------------------------------------------------------------------------------- T.EROWE T. ROWE MORGAN STANLEY FRANKLIN PRICE PRICE INSTITUTIONAL MUTUAL PARTICIPANT MID-CAP EQUITY FIDELITY EQUITY SHARES NOTES CLEARING GROWTH FUND INCOME FUND CONTRAFUND GROWTH FUND CLASS I FUND RECEIVABLE ACCOUNT TOTAL ---------------------------------------------------------------------------------------------- Assets: Investments: At estimated fair value: Sodexho Marriott Services, Inc. common stock $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 10,690,115 Marriott International, Inc. common stock -- -- -- -- -- -- -- 70,303,192 Other common stock -- 7,799,671 -- -- -- -- -- 14,398,023 Firm purchase commitments, net -- -- -- -- -- -- -- (7,600,012) Corporate bonds, notes, and other obligations 10,653,572 -- -- -- -- -- -- 10,657,001 Government obligations -- -- -- -- -- -- -- 7,615,968 Mutual and collective investment funds -- -- 49 26 -- -- 626,096 178,934,073 Participant notes receivable -- -- -- -- -- 8,723,054 -- 8,723,054 At contract value: Guaranteed investment contracts -- -- -- -- -- -- -- 67,117,017 ---------- --------- --------- ----------- --------- --------- ------- ----------- Total investments 10,653,572 7,799,671 49 26 -- 8,723,054 626,096 360,838,431 ---------- --------- --------- ----------- --------- --------- ------- ----------- Receivables: Due from Sodexho Marriott Services, Inc. for Company contribution 182,116 137,862 148,749 198,579 68,717 -- -- 6,767,341 Accrued interest and dividends -- (77) -- -- -- -- 4,001 429,724 Receivables from sales of investments 222,874 424,540 9,089,521 11,596,638 4,156,489 -- -- 45,692,455 ---------- --------- --------- ----------- --------- --------- ------- ----------- Total receivables 404,990 562,325 9,238,270 11,795,217 4,225,206 -- 4,001 52,889,520 ---------- --------- --------- ----------- --------- --------- ------- ----------- Total assets 11,058,562 8,361,996 9,238,319 11,795,243 4,225,206 8,723,054 630,097 413,727,951 ---------- --------- --------- ----------- --------- --------- ------- ----------- Liabilities: Accounts payable on investments purchased 222,874 424,540 615,746 422,442 260,876 -- -- 15,298,507 Custodian and advisor fees payable 1,741 1,363 1,456 1,881 774 -- -- 270,640 Excess contributions due to participants 7,982 6,042 6,569 8,730 3,012 -- 609,616 906,302 Other 368,226 13,589 67,573 (39,361) 14,677 -- -- 14,272 ---------- --------- --------- ----------- --------- --------- ------- ----------- Total liabilities 600,823 445,534 691,344 393,692 279,339 -- 609,616 16,489,721 ---------- --------- --------- ----------- --------- --------- ------- ----------- Net assets available for benefits $10,457,739 $7,916,462 $8,546,975 $11,401,551 $3,945,867 8,723,054 $ 20,481 $397,238,230 ========== ========= ========= =========== ========= ========= ======= ===========
10 (2 of 2) (Continued) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND FOR THE PERIOD FROM MARCH 27, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 ---------------------------------------------------------------------------------------------- MARRIOTT INTER- SODEXHO T. ROWE STABLE INTERNATIONAL NATIONAL MARRIOTT PRICE VALUE BOND BALANCED STOCK INC. STOCK SERVICES, INC. NEW FUND FUND FUND FUND STOCK FUND FUND STOCK FUND HORIZON FUND ---------- ---------- ---------- ------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investment $ -- 284,650 (775,272) 763,616 39,555,169 (303,036) 5,682,532 (616,616) Interest 3,508,198 796,976 1,249,266 270,341 59,626 23,842 7,205 -- Dividends -- -- 627,097 740,367 511,657 -- -- 336,985 Less investment expenses (134,303) (64,930) (283,197) (304,232) (8,365) (1,244) (7,671) (391) ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- 3,373,895 1,016,696 817,894 1,470,092 40,118,087 (280,438) 5,682,066 (280,022) Contributions: Participants 6,540,398 1,035,312 3,122,179 3,979,468 (44,853) 859,963 164,890 791,956 Company 1,461,576 335,373 1,150,476 1,382,511 1,256,173 125,181 203,432 116,596 Transfer from other plans 73,497,180 16,869,989 66,047,819 77,907,592 42,684,035 6,941,859 3,896,555 5,747,190 Other (50,478) (1,555) 1,635 (38,166) 158,615 (83) 21,847 (2) ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total additions 84,822,571 19,255,815 71,140,003 84,701,497 84,172,057 7,646,482 9,968,790 6,375,718 ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Deductions from net assets attributed to: Benefits paid to participants 4,690,663 716,723 1,682,469 2,434,299 2,149,887 288,529 266,472 355,263 Administrative expenses 119,714 26,855 91,513 107,819 113,422 11,076 15,192 8,151 ---------- ---------- ---------- ---------- ---------- ---------- ---------- --------- Total deductions 4,810,377 743,578 1,773,982 2,542,118 2,263,309 299,605 281,664 363,414 ---------- ---------- ---------- ---------- ---------- ---------- ---------- --------- Funds transfers during the period 3,918,335 729,779 (3,348,043) (2,825,213) (9,773,378) (158,340) 1,995,114 682,961 ----------- ---------- ---------- ---------- ---------- ---------- ---------- --------- Net increase 83,930,529 19,242,016 66,017,978 79,334,166 72,135,370 7,188,537 11,682,240 6,695,265 Net assets available for benefits, beginning of period -- -- -- -- -- -- -- -- Net assets available for benefits, end of period $83,930,529 19,242,016 66,017,978 79,334,166 72,135,370 7,188,537 11,682,240 6,695,265 =========== ========== ========== ========== ========== ========= ========== =========
11 (1 of 2) SODEXHO MARRIOTT SERVICES, INC. 401(K) EMPLOYEES' RETIREMENT AND SAVINGS PLAN AND TRUST Notes to Financial Statements December 31, 1998
CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND FOR THE PERIOD FROM MARCH 27, 1998 (DATE OF INCEPTION) TO DECEMBER 31, 1998 ------------------------------------------------------------------------------------------------- T. ROWE T. ROWE MORGAN STANLEY FRANKLIN PRICE PRICE INSTITUTIONAL MUTUAL PARTICIPANT MID-CAP EQUITY FIDELITY EQUITY SHARES NOTES CLEARING GROWTH FUND INCOME FUND CONTRAFUND GROWTH FUND CLASS I FUND RECEIVABLE ACCOUNT TOTAL ------------------------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investment 295,506 (481,857) 533,020 (499,911) (620,976) -- -- 43,816,825 Interest -- -- -- -- -- 524,025 22,686 6,462,165 Dividends 222,875 504,639 610,445 595,382 321,141 -- (1) 4,470,587 Less investment expenses (515) (451) (453) (549) (318) -- 1 (806,618) ---------- ---------- ---------- ----------- ----------- ----------- -------- ------------ 517,866 22,331 1,143,012 94,922 (300,153) 524,025 22,686 53,942,959 Contributions: Participants 839,608 713,507 607,806 964,513 409,569 -- 8 19,984,324 Company 182,116 137,862 148,749 198,579 68,717 -- -- 6,767,341 Transfer from other plans 7,218,280 6,750,486 5,003,796 8,534,631 3,574,709 6,749,801 -- 331,423,922 Other -- (1) 5,300 (1,583) 3 (3,716) (2,213) 89,603 ---------- ---------- ---------- ----------- ----------- ----------- -------- ------------ Total additions 8,757,870 7,624,185 6,908,663 9,791,062 3,752,845 7,270,110 20,481 412,208,149 ---------- ---------- ---------- ----------- ----------- ----------- -------- ------------ Deductions from net assets attributed to: Benefits paid to participants 461,907 190,102 223,683 448,486 118,420 399,112 -- 14,426,015 Administrative expenses 12,234 9,564 9,193 13,968 5,203 -- -- 543,904 ----------- ---------- ---------- ----------- ----------- ----------- -------- ------------ Total deductions 474,141 199,666 232,876 462,454 123,623 399,112 -- 14,969,919 ----------- ---------- ---------- ----------- ----------- ----------- -------- ------------ Funds transfers during the period 2,174,010 491,943 1,871,188 2,072,943 316,645 1,852,056 -- -- ----------- ---------- ---------- ----------- ----------- ----------- -------- ------------ Net increase 10,457,739 7,916,462 8,546,975 11,401,551 3,945,867 8,723,054 20,481 397,238,230 Net assets available for benefits, beginning of period -- -- -- -- -- -- -- -- Net assets available for benefits, end of period 10,457,739 7,916,462 8,546,975 11,401,551 3,945,867 8,723,054 20,481 397,238,230 =========== ========== ========== =========== =========== =========== ======== ============
11 (2 of 2)
SCHEDULE I ------------------ BANKERS TRUST COMPANY ITEM 27A - SCHEDULE OF GLOBAL ASSETS - EB NEW YORK ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) 06/04/99 E25A OCLD PAGE 1 ACCOUNT 122490 - COMBINED SODEXHO MARRIOTT SERVICES 401(K) EMPLOYEES RET SVGS PLAN & TRUST COMBINED ACCOUNT MARKET IDENTITY OF ISSUE, BORROWER, OR SIMILAR PARTY DESCRIPTION OF INTEREST COST VALUE ============================================= ======================= ============ ============ * BT PYRAMID DIRECTED ACCOUNT CASH FUND 177,601,917.920 177,601,917.92 177,601,917.92 CONSOLIDATED RAIL CORP 354.500 361.44 365.58 PASS THRU TR PASS THRU CTF SER 1995-A 6.76% 05/25/2015 FEDERAL HOME LN MTG CORP PARTN CTF 1,699.060 1,746.71 1,742.96 GROUP# 14-0357 7.750% 12/01/2007 FEDERAL HOME LN MTG CORP 6,872.350 7,169.60 7,183.60 PARTN CTF POOL #182224 8.500% 03/01/2009 FNMA 15YR 6.00% (600,000.000) (599,062.50) (601,500.00) SHORT TBA FNMA 6.50% 30YR (100,000.000) (100,234.38) (100,565.00) SHORT TBA GNMA 30YR 7.50% (800,000.000) (822,375.01) (824,744.00) SHORT TBA GNMA 30YR 6.50% (100,000.000) (100,546.88) (101,000.00) SHORT TBA * Party in interest
See accompanying independent auditors' report
SCHEDULE I ------------------ BANKERS TRUST COMPANY ITEM 27A - SCHEDULE OF GLOBAL ASSETS - EB NEW YORK ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) 06/04/99 E25A OCLD PAGE 2 ACCOUNT 122490 - COMBINED SODEXHO MARRIOTT SERVICES MARKET IDENTITY OF ISSUE, BORROWER, OR SIMILAR PARTY DESCRIPTION OF INTEREST COST VALUE ============================================= ======================= ============ ============ GNMA 6.00% 30YR (1,200,000.000) (1,183,312.50) (1,189,500.00) SHORT TBA FNMA 30YR 6.00% (300,000.000) (294,703.13) (294,703.13) SHORT TBA FNMA 15YR 7.00% (4,400,000.000) (4,488,000.00) (4,488,000.00) SHORT TBA FEDERAL NATL MTG ASSN 4,400,000.000 4,491,437.51 4,493,500.00 TBA 15YR 7.000% 01/01/2014 FEDERAL NATL MTG ASSN 300,000.000 295,617.19 296,109.00 TBA 30YR 6.000% 01/01/2029 FEDERAL NATL MTG ASSN 100,000.000 100,906.25 100,672.00 TBA 30YR 6.500% 01/01/2029 FEDERAL NATL MTG ASSN 600,000.000 599,625.00 601,500.00 TBA 6.000% 01/01/2014 GOVERNMENT NATL MTG ASSN 800,000.000 825,000.00 824,744.00 30YR TBA 7.500% 01/01/2029 GOVERNMENT NATL MTG ASSN 1,200,000.000 1,192,750.00 1,189,500.00 30YR TBA 7.500% 01/01/2029 GOVERNMENT NATL MTG ASSN 100,000.000 101,093.75 101,016.00 30YR TBA 7.500% 01/01/2029
See accompanying independent auditors' report
SCHEDULE I ------------------ BANKERS TRUST COMPANY ITEM 27A - SCHEDULE OF GLOBAL ASSETS - EB NEW YORK ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) 06/04/99 E25A OCLD PAGE 3 ACCOUNT 122490 - COMBINED SODEXHO MARRIOTT SERVICES MARKET IDENTITY OF ISSUE, BORROWER, OR SIMILAR PARTY DESCRIPTION OF INTEREST COST VALUE ============================================= ======================= ============ ============ HOME LN TR 3,033.360 3,059.19 3,063.66 1997-HI3 LN BACKED NT CL A-PB 7.18% 12/12/2022 * MARRIOTT INTL INC NEW 2,424,248.000 38,832,760.38 70,303,192.00 CLASS A * ROWE T PRICE EQUITY INCOME FUND 296,340.076 8,213,961.23 7,799,670.80 SH BEN INT * ROWE T PRICE MID CAP GROWTH FD INC 312,604.818 10,164,950.09 10,653,572.20 FD (PRICE FUNDS:M CAP GRO) * ROWE T PRICE NEW HORIZONS FD INC COM 282,705.729 7,000,893.34 6,598,351.71 * SODEXHO MARRIOTT SERVICES INC 386,092.000 5,609,729.68 10,690,115.30 ACCOUNT TOTAL 247,454,744.88 283,666,204.60 Participant notes receivable 8,723,054 Interest bearing cash included in Mutual and Collective Investment funds 1,332,155 * Party in interest
See accompanying independent auditors' report SCHEDULE I - A ITEM 27A - SCHEDULE OF ASSET HELD FOR INVESTMENT PURPOSES GUARANTEED INVESTMENT CONTRACTS Allstate Life Insurance Company $ 1,242,413 Allstate Life Insurance Company 3,887,073 *Bankers Trust (DEL) Basic 4,255,605 Business Men's Assurance 272,187 Caisse des Depots (CDC) 4,279,130 Caisse des Depots (CDC) 1,126,347 Canada Life Assurance Company 1,379,474 Canada Life Assurance Company 785,659 Canada Life Assurance Company 231,946 Combined Insurance Company 1,259,125 Continental Assurance Company 4,317,961 First Allmerica Financial 1,971,111 John Hancock Mutual Life 1,135,767 John Hancock Mutual Life 4,637,979 John Hancock Mutual Life 57,628 Life of Virginia 1,305,610 Life of Virginia 1,281,236 Massachusetts Mutual Life Insurance Company 847,784 SCHEDULE I - A ITEM 27A - SCHEDULE OF ASSET HELD FOR INVESTMENT PURPOSES GUARANTEED INVESTMENT CONTRACTS Metropolitan Life Insurance Company 1,958,510 Metropolitan Life Insurance Company 2,361,900 New York Life Insurance Company 2,591,195 New York Life Insurance Company 758,467 Pacific Life 1,133,504 Peoples Security Life 693,113 Peoples Security Life 1,588,930 Peoples Security Life 1,005,137 Peoples Security Life 999,385 Peoples Security Life 1,016,687 Protective Life 1,167,139 Rabobank Nederland 1,802,608 Rabobank Nederland 994,295 State Street Bank & Trust 4,088,728 United of Omaha 966,889 National Westminster 2,883,137 Transamerica Life 6,833,358 -------------------- Total $ 67,117,017 ==================== * Party in interest See accompanying independent auditors' report
SCHEDULE II ------------------- BANKERS TRUST COMPANY ITEM 27A PART 2 - SCHEDULE OF GLOBAL ASSETS - EB NEW YORK ASSETS HELD FOR INVESTMENT PURPOSES WHICH WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR FROM 03/27/1998 TO 12/31/1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) 06/05/99 PAGE 1 ACCOUNT 122490 - COMBINED SODEXHO MARRIOTT SERVICES 401(K) EMPLOYEES RET SVGS PLAN & TRUST COMBINED ACCOUNT MARKET IDENTITY OF ISSUE, BORROWER, OR SIMILAR PARTY DESCRIPTION OF INTEREST COST VALUE ============================================= ======================= ============ ============ ACE LTD COM 25,800.000 967,500.00 25,800.000 709,177.41 PARTNERRE HOLDINGS LTD 10,100.000 508,787.50 COM 10,100.000 440,998.77 ARKANSAS ST DEV FIN 100,000.000 127,066.00 DTD 05/15/1988 9.750% 11/15/2014 100,000.000 129,183.00 GNMA G & D ASSET SECURITIZATIONCOMMERCIAL PAPER 300,000.000 295,647.17 DISC DTD 10NOV1998 DUE 16FEB1999 300,000.000 295,647.17 BCE INC COM 7,800.000 310,050.00 7,800.000 321,609.10 BRITISH AIRWAYS PLC 5,400.000 465,543.10 ADR 2ND INSTALLMENT 5,400.000 444,367.17 BRITISH PETE LTD AMERN DEPOSITARY SH 15,080.000 1,322,549.28 15,180.855 1,352,777.61 CABLE & WIRELESSPUB LTD CO 9,700.000 350,441.64 SPONSORED ADR COM 9,700.000 348,356.11 CIESCO L P COMMERCIAL PAPER 250,000.000 248,266.67 DISC DTD 25NOV1998 DUE 12JAN1999 250,000.000 248,266.67 ELECTRICITE DE FRANCE COMMERCIAL PAPER 200,000.000 198,957.33 DISC DTD 22SEP1998 DUE 26OCT1998 200,000.000 198,957.33 FORD MTR CO DEL 310,000.000 306,534.20 DEB DTD 09/30/1998 6.625% 10/01/2008 310,000.000 310,231.90 GLAXO WELLCOME PLC 5,300.000 309,058.90 SPONSORED ADR 5,300.000 358,476.32
See accompanying independent auditors' report
SCHEDULE II ------------------- BANKERS TRUST COMPANY ITEM 27A PART 2 - SCHEDULE OF GLOBAL ASSETS - EB NEW YORK ASSETS HELD FOR INVESTMENT PURPOSES WHICH WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR FROM 03/27/1998 TO 12/31/1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) 06/05/99 PAGE 2 ACCOUNT 122490 - COMBINED SODEXHO - COMBINED MARKET IDENTITY OF ISSUE, BORROWER, OR SIMILAR PARTY DESCRIPTION OF INTEREST COST VALUE ============================================= ======================= ============ ============ HOECHST A G 9,600.000 391,102.50 SPONSORED ADR 9,600.000 417,708.95 HYDRO-QUEBEC 300,000.000 403,917.00 DEB SER HQ 300,000.000 419,754.00 DTD 11/15/1990 9.50% 11/15/2030 HYDRO QUEBEC 100,000.000 117,861.00 DEB DTD 01/30/1992 8.400% 01/15/2022 100,000.000 118,683.00 IMPERIAL CHEM INDS PLC 10,800.000 731,469.47 ADR NEW 10,800.000 481,948.66 INTER-AMERICAN DEVELOPMENT BANK 400,000.000 406,604.00 DTD 03/18/1993 7.125% 03/15/2023 400,000.000 415,204.00 MANITOBA PROV CDA 100,000.000 137,696.00 DEB SER EE 100,000.000 138,350.00 DTD 09/15/1998 9.500% 09/15/2018 MATSUSHITA ELEC INDL LTD ADR 2,900.000 475,522.30 2,900.000 488,013.70 MUTUAL RISK MANAGEMENT LTD 25,700.000 925,200.00 COM 25,700.000 911,443.77 NATIONAL RURAL UTIL CORP 400,000.000 398,709.67 DISC NT 10/06/1998 400,000.000 398709.67 NEWS CORP LTD 18,100.000 441,187.50 SPONSORED ADR REPDSTG PD LTD 18,100.000 424,616.92 VTG ORD RIO TINTO PLC 10,300.000 535,772.22 SPONSORED ADR 10,300.000 464,120.02 ROYAL DUTCH PETE CO 32,900.000 1,811,005.04 N Y REGISTRY SH PAR N CLDR 1.25 32,900.000 1,605,718.96
See accompanying independent auditors' report
SCHEDULE II ------------------- BANKERS TRUST COMPANY ITEM 27A PART 2 - SCHEDULE OF GLOBAL ASSETS - EB NEW YORK ASSETS HELD FOR INVESTMENT PURPOSES WHICH WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR FROM 03/27/1998 TO 12/31/1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) 06/05/99 PAGE 3 ACCOUNT 122490 - COMBINED SODEXHO - COMBINED MARKET IDENTITY OF ISSUE, BORROWER, OR SIMILAR PARTY DESCRIPTION OF INTEREST COST VALUE ============================================= ======================= ============ ============ SMITHKLINE BEECHAM PLC ADR 5,900.000 378,859.84 RESTG ORD A COM 5,900.000 378,263.10 SONY CORP ADR NEW 50 YEN SH 6,200.000 537,135.98 6,200.000 441,050.18 TRANSCANADA PIPELINES LTD COM 15,300.000 341,388.90 15,300.000 222,033.82 USB FINANCE COMMERCIAL PAPER 800,000.000 795,706.67 DISC DTD 10AUG1998 DUE 14SEP1998 800,000.000 795,706.67 UNILEVER N V NEW YORK SHS 6,500.000 486,687.50 6,500.000 520,552.81 VODAFONE GROUP PLC 11,800.000 1,224,993.40 SPONSORED ADR 11,800.000 1,893,031.74 WILLIS CORROON GROUP PLC 25,000.000 348,450.00 F/K/A WILLIS CORROON PLC 25,000.000 418,625.00 SPONSORED ADR ZENECA GROUP PLC SPONSORED 1,100.000 44,184.74 ADR COM 1,100.000 49,242.32
See accompanying independent auditors' report
SCHEDULE III ------------------------ NEW YORK ITEM 27D PART 2- SCHEDULE OF REPORTABLE TRANSACTIONS BANKERS TRUST COMPANY CUMULATIVE TRANSACTIONS BY ISSUE GLOBAL ASSETS - EB FROM 03/27/1998 TO 12/31/1998 PREPARED ON ACCRUAL BASIS (TRADE-DATED) ACCOUNT 122490 - COMBINED 06/05/99 PAGE 1 SODEXHO MARRIOTT SERVICES 401(k) Employees Ret Svgs Plan & Trust Combined Account Market Value 12/31/1998 $ 397,238,230 --------------------DISPOSED-------------------- -------------ACQUIRED------------ SECURITY DESCRIPTION SALES PROCEEDS GAIN OR LOSS PURCHASES COST ========================================= ======== ============== ============ ============ ============= BT PYRAMID DIRECTED ACCOUNT CASH FUND 1,101 145,893,011.72 0.00 1,190 323,494,929.64 MARRIOTT INTL INC NEW 5 21,434,058.27 517,155.78 0 0.00 MARRIOTT INTL INC NEW CLASS A 48 15,760,537.87 7,555,298.97 6 26,466,467.35 UNITED STATES TREASURY NOTES DTD 12/31/96 5.75% 12/31/98 0 0.00 0.00 3 39,545,038.67
INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER DESCRIPTION - ------- ----------- (23) Consent of Independent Auditors Exhibits omitted are not required or not applicable. EX-23 2 [KPMG LOGO] 2001 M Street, N.W. Washington, DC 20036 CONSENT OF INDEPENDENT AUDITORS The Board of Trustees Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and Trust: We consent to incorporation by reference in the registration statement No. 333-63863 on Form S-8 of Sodexho Marriott Services, Inc. for Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and Trust, of our report dated June 11, 1999, relating to the statement of net assets available for benefits of the Sodexho Marriott Services, Inc. Employees' Retirement Savings Plan and Trust as of December 31, 1998 and the related statement of changes in net assets available for benefits for the period from March 27, 1998 (date of inception) to December 31, 1998, and supplemental schedules, which report appears in the December 31, 1998 annual report on Form 11-K of the Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and Trust. /s/KPMG LLP Washington, DC June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----