##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K



| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| | þ | Annual Report Pursuant to Section 13 or
    15(d) of the Securities Exchange Act of 1934

| |                                                
| | -----------------------------------------------
| | For the Fiscal Year Ended December 31,
    2002
|
| | OR                                             



| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| | o | Transition Report Pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934

| |                                                          
| | ---------------------------------------------------------
| | For the Transition Period
    from                     to

Commission File Number: 0-15097

WESTIN HOTELS LIMITED PARTNERSHIP


(Exact name of Registrant as specified in its
charters)


|                                                                   |  |                                                         
|------------------------------------------------------------------ |  | --------------------------------------------------------
|Delaware                                                           |  | 91-1328985                                              
|(State or other jurisdiction of incorporation or
    organization) |  | (I.R.S. employer identification no.)                    
|1111 Westchester Avenue
    White Plains, NY 10604                 |  | 1-800-323-5888                                          
|(Address of principal executive offices,
    including zip code)   |  | (Registrants telephone number, including
    area code)

Securities Registered Pursuant to
Section 12(b) of the Act:

None


Securities Registered Pursuant to
Section 12(g) of the Act:

Units of limited partnership interests


(Title of Class)


There is no public market for Units of limited
partnership interests in the Westin Hotels Limited Partnership.

Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.
Yes þ       No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any
amendment to this
Form 10-K. þ

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes o       No þ

Indicate the number of shares (Units) outstanding
of each of the issuers classes of common stock (Units), as
of the latest practicable date (applicable only to corporate
issuers).

135,600 limited partnership Units issued and
outstanding as of March 17, 2003.



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TABLE OF CONTENTS



|                                           |                                                                                                 |  |  |  |  |  |  | 
|------------------------------------------ | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                    
|                                           | Forward-Looking Statements                                                                     
|                                           | Item 1. Business.                                                                              
|                                           | Item 2. Property.                                                                              
|                                           | Item 3. Legal Proceedings.                                                                     
|                                           | Item 4. Submission of Matters to a Vote of Security Holders.                                   
|PART II                                   
|                                           | Item 5. Market for Registrants Common Equity and Related Unitholder Matters.                  
|                                           | Item 6. Selected Financial Data.                                                               
|                                           | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. 
|                                           | Item 7A. Quantitative and Qualitative Disclosures about Market Risk.                           
|                                           | Item 8. Financial Statements and Supplementary Data.                                           
|                                           | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.  
|WESTIN HOTELS LIMITED PARTNERSHIP         
|CONSOLIDATED BALANCE SHEETS               
|CONSOLIDATED STATEMENTS OF INCOME         
|CONSOLIDATED STATEMENTS OF CASH FLOWS     
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|PART III                                  
|                                           | Item 10. Directors and Executive Officers of the Registrant.                                   
|                                           | Item 11. Executive Compensation.                                                               
|                                           | Item 12. Security Ownership of Certain Beneficial Owners and Management.                       
|                                           | Item 13. Certain Relationships and Related Transactions.                                       
|                                           | Item 14. Controls and Procedures                                                               
|PART IV                                   
|                                           | Item 15. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K.
|SIGNATURES                                
|EX-99.1                                   
|EX-99.2                                   



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TABLE OF CONTENTS

|         |  |                                                                                           |  |      |    | 
|-------- |  | ----------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |                                                                                           |  | Page
|         |  |                                                                                           |  |     
|PART I  
|         |  | Forward-Looking Statements                                                                |  |      | 1  | 
|Item 1.  |  | Business                                                                                  |  |      | 3  | 
|Item 2.  |  | Property                                                                                  |  |      | 5  | 
|Item 3.  |  | Legal Proceedings                                                                         |  |      | 6  | 
|Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                   |  |      | 6  | 
|PART II 
|Item 5.  |  | Market for Registrants Common Equity and
    Related Unitholder Matters                  |  |      | 6  | 
|Item 6.  |  | Selected Financial Data                                                                   |  |      | 9  | 
|Item 7.  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |  |      | 9  | 
|Item 7A. |  | Quantitative and Qualitative Disclosures about
    Market Risk                            |  |      | 14 | 
|Item 8.  |  | Financial Statements and Supplementary Data                                               |  |      | 14 | 
|Item 9.  |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure  |  |      | 14 | 
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                        |  |      | 27 | 
|Item 11. |  | Executive Compensation                                                                    |  |      | 27 | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners
    and Management                        |  |      | 27 | 
|Item 13. |  | Certain Relationships and Related Transactions                                            |  |      | 28 | 
|Item 14. |  | Controls and Procedures                                                                   |  |      | 28 | 
|PART IV 
|Item 15. |  | Exhibits, Financial Statements, Financial
    Statement Schedules and Reports on Form 8-K |  |      | 28 | 



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PART I




Forward-Looking Statements

Certain statements contained in this report
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
statements appear in a number of places in this report,
including, without limitation, the sections of Items 1, 2
and 5 captioned Business, Property and
Market for Registrants Common Equity and Related
Unitholder Matters and Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations. Such forward-looking
statements may include statements regarding the intent, belief
or current expectations of the Partnership or Hotel Partnerships
(as defined below) or their respective general partners and
their officers or directors with respect to the matters
discussed in this report. All such forward-looking statements
involve risks, uncertainties and other factors that could cause
actual results to differ materially from those projected in the
forward-looking statements, including, without limitation, the
risks and uncertainties set forth below. The Partnership
undertakes no obligation to publicly update or revise any
forward-looking statements to reflect current or future events
or circumstances.

Risks Relating to Hotel Operations

We Are Subject to All the Operating Risks
Common to the Hotel and Leisure
Industry.Operating risks common
to the hotel and leisure industry include:



| |   |                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | changes in general economic conditions, including
    the severity and duration of the current economic downturn;                                                     
|
| |  | decreases in the level of demand for rooms and
    related services, including the recent reduction in business
    travel as a result of general economic conditions;
|
| |  | restrictive changes in zoning and similar land
    use laws and regulations or in health, safety and environmental
    laws, rules and regulations;                   
|
| |  | changes in travel patterns; and                                                                                                                                       
|
| |  | changes in operating costs including, but not
    limited to, energy, insurance and labor costs.                                                                      

The Hotel Business Is Capital Intensive.In order for The Westin Michigan
Avenue, Chicago (the Michigan Avenue or the
Hotel) to remain attractive and competitive, we have
to spend money periodically to keep it well maintained,
modernized and refurbished. This creates an ongoing need for
cash and, to the extent expenditures cannot be funded from cash
generated by our operations, we may be required to borrow or
otherwise obtain these funds. Accordingly, our financial results
may be sensitive to the cost and availability of funds.

We Must Compete for Customers.The hotel industry is highly
competitive. The Michigan Avenue competes for customers with
other hotel and resort properties in its geographic market. Some
of our competitors may have substantially greater marketing and
financial resources than we do, and they may improve their
facilities, reduce their prices or expand or improve their
marketing programs in ways that adversely affect our operating
results.

The Hotel Industry Is Seasonal in Nature.The hotel industry is seasonal in
nature and the periods during which the Michigan Avenue
experiences higher revenue vary. Our revenue historically has
been lower in the first quarter than in the second, third or
fourth quarters.

Real Estate Investments Are Subject to
Numerous Risks.Because we own the
Michigan Avenue, we are subject to the risks that generally
relate to investments in real property. The investment returns
available from equity investments in real estate depend in large
part on the amount of income earned and capital appreciation
generated, as well as the expenses incurred. In addition, a
variety of other factors affect income from properties and real
estate values, including governmental regulations, real estate,
zoning, tax and eminent domain laws, interest rate levels and
the availability of financing. For example, new or existing real
estate,

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zoning or tax laws can make it more expensive
and/or time-consuming to develop real property or expand, modify
or renovate hotels. When interest rates increase, the cost of
expanding or renovating real property increases and real
property values may decrease as the number of potential buyers
decreases. Similarly, as financing becomes less available, it
becomes more difficult both to acquire and to sell real
property. Finally, governments can, under eminent domain laws,
take real property. Sometimes this taking is for less
compensation than the owner believes the property is worth. Any
of these factors could have a material adverse impact on our
results of operations or financial condition, as well as on our
ability to make distributions to our Unitholders. In addition,
equity real estate investments, such as the investment we hold,
are relatively difficult to sell quickly. If our property does
not generate revenue sufficient to meet operating expenses,
including debt service and capital expenditures, our income will
be adversely affected.


General Economic Conditions May Negatively
Impact Our Results.Moderate or
severe economic downturns or adverse conditions may negatively
affect operations of the Hotel. In addition, a tightening of the
labor markets may result in fewer and/or less qualified
applicants for job openings at the Michigan Avenue and higher
wages.

Internet Reservation Channels.Some of the hotel rooms at the
Michigan Avenue are booked through internet travel
intermediaries such as Travelocity.com, Expedia, Inc. and
Priceline.com, Inc.. As this percentage increases, these
intermediaries may be able to obtain higher commissions or
reduced room rates. Moreover, some of these internet travel
intermediaries are attempting to commoditize hotel rooms, by
increasing the importance of price and general indicators of
quality (such as three-star downtown hotel) at the
expense of brand identification. These agencies hope that
consumers will eventually develop brand loyalties to their
reservations system rather than to our lodging brands. Although
most of our business is expected to be derived from traditional
channels, if the amount of sales made through internet
intermediaries increases significantly, the business and
profitability of the Hotel may be significantly harmed.

Risks Relating to Acts of God, Terrorist
Activity and War

Our financial and operating performance may be
adversely affected by acts of God, such as natural disasters.
Similarly, wars, terrorist activity (including threats of
terrorist activity), political unrest and other forms of civil
strife have caused in the past, and may cause in the future, our
results to differ materially from anticipated results.

Risks Relating to Disposition and Refinance
Opportunities

In February 2001, we retained Jones Lang LaSalle
Hotels, a nationally recognized broker (JLL), to
market the Michigan Avenue for sale. In April 2001, formal
marketing materials were distributed and discussions with
several potential purchasers subsequently commenced. After the
occurrence of the September 11, 2001 terrorist attacks in
New York, Washington, D.C. and Pennsylvania (the
September 11 Attacks) and their aftermath,
certain of the most qualified potential purchasers indicated
they would expect significant discounts on their preliminary
offers made prior to the attacks. Based on the unstable and
depressed hotel real estate market resulting from the weakened
general worldwide economic environment, the General Partner (as
defined below) did not believe that it was in the best interest
of the limited partners to sell the Michigan Avenue in late 2001
or 2002.

The General Partner has also engaged JLL to
assist in exploring a refinancing of our debt and has recently
directed JLL to focus its efforts towards pursuing refinancing
alternatives. The General Partner has had discussions with
potential lenders with a goal of presenting a refinancing
proposal to the limited partners later this year. There can be
no assurance however, that such a proposal will be presented to
the limited partners.

The ultimate disposition of the Hotel (whether
currently or in the future, whether or not a refinancing is
effected) has a number of risks, including the following:



| |   |                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Net proceeds distributed to the limited partners
    after the sale may not exceed amounts previously offered to the
    limited partners in mini-tender offers.

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| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | We may be unable to find an acceptable buyer.                                                            
|
| |  | We may be unable to sell the Michigan Avenue at
    or above its most recent appraised value.            
|
| |  | We may not be able to make a prompt distribution
    to the limited partners after the sale of the hotel.

Effecting a refinancing of our debt has a number
of risks, including the following:



| |   |                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We may be unable to obtain a satisfactory
    refinancing proposal.                                                                                                 
|
| |  | The prepayment penalty on the existing debt may
    make it uneconomical to refinance even though current interest
    rates are very low.                          
|
| |  | The valuation of the Hotel in this unstable and
    depressed hotel real estate market may not support sufficient
    levels of debt to make refinancing attractive.

Both a sale and a refinancing of the existing
debt will require approval of the limited partners. Therefore,
even if an individual limited partner were to be in favor of a
particular transaction, it may still not be consummated if it
does not receive the requisite vote of the limited partners as a
whole.






|        |          
|------- | ---------
|Item 1. | Business.

General Development of Business

Westin Hotels Limited Partnership (the
Partnership) and its subsidiary limited
partnerships, The Westin St. Francis Limited Partnership (the
St. Francis Partnership) and The Westin Chicago
Limited Partnership (the Chicago Partnership or the
Hotel Partnership), each a Delaware limited
partnership (collectively the Hotel Partnerships),
were formed on April 25, 1986 for the purpose of acquiring
two hotels, The Westin St. Francis in San Francisco, California
(the St. Francis) and the Michigan Avenue (formerly
The Westin Hotel, Chicago) in downtown Chicago, Illinois
(collectively the Hotels).

The St. Francis and the Michigan Avenue have been
managed as part of the Westin hotel chain since 1945 and 1964,
respectively. As a result of the acquisition of Westin Hotel
Company (Westin) by Starwood Hotels & Resorts
Worldwide, Inc. (Starwood) in 1998, the management
agreements for the St. Francis and the Michigan Avenue were
assigned to St. Francis Hotel Corporation (St. Francis
Corp.) and 909 North Michigan Avenue Corporation
(909 Corp.), respectively.

Westin Realty Corp. (Westin Realty)
is the sole general partner of the Partnership (the
General Partner). 909 Corp. and St. Francis Corp.
are the respective general partners of the subsidiary limited
partnerships, the Chicago Partnership and the St. Francis
Partnership, which directly own and operate (or in the case of
the St. Francis Corp., owned and operated) each Hotel. Since
January 2, 1998, the General Partner has been a subsidiary
of Starwood.

On January 18, 2000, the St. Francis
Partnership entered into a definitive agreement to sell the
St. Francis to BRE/ St. Francis L.L.C., an affiliate of the
Blackstone Group, for gross proceeds of $243,000,000. Upon
obtaining the consent of a majority of the limited partners, the
sale was consummated on April 26, 2000.

Financial Information about Industry
Segments

The Hotel Partnerships are engaged solely in the
business of owning and operating the Hotels (as of
April 26, 2000, only the Michigan Avenue) and are,
therefore, engaged in only one industry segment.

Description of Business

The Michigan Avenue is operated by Starwood as
part of the full-service, upscale Westin hotel chain. Starwood
owns, manages and franchises hotels throughout the world and the
inclusion of the Hotel within its global system provides the
benefits of name recognition, centralized reservations and
advertising, system-wide marketing programs, centralized
purchasing and training and support services. The hotel business
in general is highly competitive. To the extent hotel capacity
expands or demand for hotel accommodations decreases,

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competition will increase. The demand for
particular accommodations and related services are subject to
various factors, including, but not limited to, seasonal
variance, changes in economic conditions, and changes in travel
patterns and preferences (which may be affected by airline
schedules, weather conditions or availability). Specific
information regarding competitive conditions at the Michigan
Avenue is set forth in Item 2, Property.


The Hotel is managed by a wholly owned subsidiary
of Starwood. Because Starwood also owns, operates, manages and
franchises hotels under the St. Regis®, The Luxury
Collection®, Sheraton®, W® and Four Points®
by Sheraton brands, including other hotels in the Chicago area,
potential conflicts of interest may exist. While Starwood and
its affiliates have the right to own, operate and develop
competing hotels, the general partners have a fiduciary duty to
conduct the affairs of the Partnership and the Hotel
Partnerships in the best interests of these entities and their
partners.

Neither the Partnership nor the Hotel
Partnerships have any employees. Administrative and Hotel
personnel are employees of either Starwood or the Hotels
general partner. The Hotel and the Hotel Partnership reimburse
Starwood and the general partner for the costs of such
employees. However, neither the Partnership nor the Hotel
Partnership is directly responsible for the payment of executive
compensation to the officers of the general partners.

In February 2001, the Partnership retained JLL to
market the Michigan Avenue for sale. In April 2001, formal
marketing materials were distributed and discussions with
several potential purchasers subsequently commenced. After the
occurrence of the September 11 Attacks, certain of the most
qualified potential purchasers indicated they would expect
significant discounts on their preliminary offers made prior to
the attacks. Based on the unstable and depressed hotel real
estate market, resulting from the weakened general worldwide
economic environment, the General Partner did not believe that
it was in the best interest of the limited partners to sell the
Michigan Avenue in late 2001 or 2002.

The General Partner has also engaged JLL to
assist in exploring a refinancing of the Partnerships debt
has recently directed JLL to focus its efforts towards pursuing
refinancing alternatives. The General Partner has had
discussions with potential lenders with a goal of presenting a
refinancing proposal to the limited partners later this year.
There can be no assurance however, that such a proposal will be
presented to the limited partners.

Competitive Conditions

Chicagos hospitality industry continued to
experience strong competition during 2002. For 2003, the Hotel
believes that it can maintain its share of the market by
emphasizing its premier Magnificent Mile location
and its new and improved rooms, as well as the Heavenly
Bed® and Heavenly BathSM Westin amenities.
Significant growth for the Chicago market is not expected for
2003. There is another Westin hotel located at the OHare
International Airport near Chicago and another in the financial
district of downtown Chicago. The General Partner believes that
neither is in direct competition with the Michigan Avenue and
that their close proximity allows for efficiencies in both
staffing and productivity. Starwood also operates the Sheraton
Chicago Hotel and Towers in downtown Chicago, owns four hotels
in downtown Chicago (two of which were rebranded to W Hotels in
the latter half of 2001) and manages five properties in the
Chicago metropolitan area under management agreements. These
properties are not considered to be primary competitors due to
differences in their locations, orientations or facilities.

Mortgage Loans

On August 21, 1986, mortgage loans in the
amount of $83,800,000 with respect to the St. Francis and
$32,800,000 with respect to the Michigan Avenue were refinanced
by Teacher Retirement System of Texas (the Lender).
On June 2, 1994, the General Partner, on behalf of the
Partnership, successfully completed a restructuring of the
mortgage loans and entered into a restructuring agreement
(Restructuring Agreement) with the Lender. On
May 27, 1997, a second restructuring agreement modifying
the existing mortgage loans on the Partnerships Hotels was
completed. The modifications to the mortgage loans consist
primarily of a

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reduction of the effective interest rates, an
extension of the maturity dates and revisions of prepayment
penalties. On April 26, 2000, $99,433,000 of the mortgage
loans and accrued interest was repaid in connection with the St.
Francis sale. At December 31, 2002, the balance outstanding
under the mortgage loan was $30,629,000. On March 1, 2003,
the Partnership prepaid $5,000,000 on this mortgage loan, and
has given notice to the lender of the intention to prepay an
additional $5,000,000 of the loan balance on June 1, 2003.


Insurance

The Michigan Avenue is covered by comprehensive
general liability insurance, fire and extended property
insurance (including earthquake coverage), business
interruption, workers compensation, employers
liability insurance, terrorism and such other insurance as is
customarily obtained for similar properties.

The Michigan Avenue participates in
Starwoods insurance program, whereby general liability,
property, casualty, workers compensation and other
insurance coverage premiums are paid through Starwood primarily
to Zurich American Insurance Group and Westel Insurance Company,
the latter being a wholly owned subsidiary of Starwood. See
Note 9 of the financial statements.

Environmental Matters

The Partnership is subject to certain
requirements and potential liabilities under various federal,
state and local environmental laws, ordinances and regulations
(Environmental Laws). For example, a current or
previous owner or operator of real property may become liable
for the costs of removal or remediation of hazardous or toxic
substances on, under or in such property. Such laws often impose
liability without regard to whether the owner or operator knew
of, or was responsible for, the presence of such hazardous or
toxic substances. The presence of hazardous or toxic substances
may adversely affect the owners ability to sell or rent
such real property or to borrow using such real property as
collateral. Persons who arrange for the disposal or treatment of
hazardous or toxic wastes may be liable for the costs of removal
or remediation of such wastes at the treatment, storage or
disposal facility, regardless of whether such facility is owned
or operated by such person. The Hotels use certain substances
and generate certain wastes that may be deemed hazardous or
toxic under applicable Environmental Laws, and the Hotels from
time to time have incurred, and in the future may incur, costs
related to cleaning up contamination. Other Environmental Laws
require abatement or removal of certain asbestos-containing
materials (ACMs) (limited quantities of which may be
present in various building materials such as spray-on
insulation, floor coverings, ceiling coverings, tiles,
decorative treatments and piping) in the event of damage or
demolition, or certain renovations or remodeling. These laws
also govern emissions of and exposure to asbestos fibers in the
air. Environmental Laws also regulate polychlorinated biphenyls
(PCBs), which may be present in electrical
equipment. The Hotels may have equipment containing
chlorofluorocarbons (CFCs). The use of equipment
containing CFCs also is regulated by Environmental Laws. In
connection with the Partnerships ownership, operation and
management of the Hotels, the Partnership could be held liable
for costs of remedial or other action with respect to PCBs or
CFCs.

Environmental Laws are not the only source of
environmental liability. Under the common law, owners and
operators of real property may face liability for personal
injury or property damage because of various environmental
conditions such as alleged exposure to hazardous or toxic
substances (including, but not limited to, ACMs, PCBs and CFCs),
poor indoor air quality, radon or poor drinking water quality.

Although the Partnership has incurred and expects
to incur remediation and other environmental costs during the
ordinary course of operations, we anticipate that such costs
will not have a material adverse effect on the operations or
financial condition of the Partnership.






|        |          
|------- | ---------
|Item 2. | Property.

The Partnerships property consists of the
Michigan Avenue, a first-class hotel operating under the Westin
name and located in a premier central, urban location, providing
guests with convenient access to business districts, shopping
areas and convention facilities.

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Description

The Michigan Avenue has 751 guest rooms
(including 28 suites) and 19 meeting rooms. The Hotel has a
fitness center and a business center, provides retail space for
several specialty stores and a gift shop, and has an underground
parking garage with 209 spaces. The Grill on the Alley, an
upscale 300-seat restaurant and bar operated by Grill Concepts
of California (Grill Concepts), opened in June 2000.
Starwood owns 27.4% of the outstanding common stock of Grill
Concepts and has rights to acquire additional shares of Grill
Concepts pursuant to a subscription agreement. An employee of
Starwood serves on the Board of Directors of Grill Concepts.

Location

The Michigan Avenue is located on a prime site in
downtown Chicago at the north end of the famous
Magnificent Mile, known for its first-class retail
shopping, fine restaurants and cultural attractions. The Hancock
Center is situated directly south of the Michigan Avenue, as is
the Water Tower Place, offering a variety of shopping and
entertainment possibilities. The Hotel is 18 miles from
OHare International Airport and 12 miles from Midway
Airport.

Capital Improvements

In 2002, the Hotel spent $2,264,000 for capital
expenditures. Of this amount, $1,732,000 was spent on the
renovation of the lobby and front office; $241,000 on room lock
upgrades; and $291,000 on various other projects, such as
engineering equipment upgrades and telephone cabling. For
discussion regarding the funding of these capital expenditures,
see Item 7, Managements Discussion and Analysis
of Financial Condition and Results of Operations 
Liquidity and Capital Resources.




Item 3.     Legal
Proceedings.

Because of the nature of the hotel business, the
Hotel Partnerships are subject to various claims and legal
actions incidental to the ordinary course of their operations,
including such matters as contract and lease disputes and
complaints alleging personal injury, property damage and
employment discrimination. The General Partner believes that the
outcome of any such pending claims or proceedings, individually
or in the aggregate, will not have a material adverse effect
upon the business, financial condition or results of operations
of the Partnership.




Item 4.     Submission
of Matters to a Vote of Security Holders.

No matters were submitted to a vote of the
Unitholders during the fourth quarter of 2002.




PART II




Item 5.     Market
for Registrants Common Equity and Related Unitholder
Matters.

As of March 17, 2003, there were
6,710 holders of record of the 135,600 limited partnership
units (Units).

There is no public market for the Units, and it
is not anticipated that a public market for the Units will
develop. The transfer of Units, or any interest therein, is
subject to a variety of restrictions. Limited partners may not
transfer their interests in the Partnership if, in the opinion
of the Partnerships counsel, such transfers might violate
the registration requirements of the Securities Act of 1933, as
amended, or the laws of any other jurisdiction or agency
applicable to the transfers, cause the Partnership to be
regarded as an association taxable as a corporation, result in
the dissolution or termination of the Partnership or result in
the Hotel Partnership not being able to obtain or continue in
effect any license permitting the service or sale of alcoholic
beverages in the Hotel. The assignee must also meet certain
other requirements set forth in the Partnerships Amended
and Restated Agreement of Limited Partnership (the
Partnership Agreement) before it may be recognized
as a substituted limited partner, including the payment of all
reasonable expenses connected with

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the transfer of any interest. The limited
partners or their representatives must furnish, as to voluntary
transfers, sufficient information to counsel to permit the
foregoing determination to be made.


Beginning in 1996, the General Partner became
aware of offers to purchase Units, which were mailed to limited
partners, that have ranged from a low of $185 (in 1996) to a
high of $1,119 (in 1999) per Unit. Recently, the General Partner
became aware of offers to purchase Units in 2003 for prices
ranging from $225 to $350 per Unit. For various reasons
including limited revocability of offers, limited withdrawal
rights, vague and ambiguous terms and price, the General Partner
recommended that the limited partners not tender their Units
under these recent offers.

The following information reflects the
Partnerships records of the average and range of Unit sale
prices to date as quoted in the Limited Partnership Exchanges:

|                                                           |  |                  |        |                   |  |  |                      | 
|---------------------------------------------------------- |  | ---------------- | ------ | ----------------- |  |  | -------------------- | 
|                                                           |  | Average Per Unit |        | Range of Per Unit
|                                                           |  | Sales Price(1)   |        | Sales Price(1)   
|                                                           |  |                  |        |                  
|2001                                                       |  |                  |        |                   |  |  |                      | 
|(through November 20, 2001, when sales were
    suspended) |  | $                | 542.63 |                   |  |  | $200.00 to $1,065.00 | 
|2002                                                       |  |                  |        |                   |  |  |                      | 
|2,563 units (through December 31, 2002)                    |  | $                | 434.35 |                   |  |  | $250.00 to $628.00   | 
|2003                                                       |  |                  |        |                   |  |  |                      | 
|(through March 17, 2003)                                   |  | $                | 333.36 |                   |  |  | $225.00 to $465.00   | 



---



|    |                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Per Unit Sales Price is the actual contracted
    price agreed upon by the respective limited partner and new
    purchaser. This balance does not reflect any reductions in the
    sales price due to subsequent distributions made to the limited
    partners, as specified by some of the mini-tender offers.

In October 1996, the General Partner determined
it to be in the best interest of the Partnership to implement a
Unit transfer policy that relies on the protections of a 5%
safe harbor provision, promulgated by the Internal
Revenue Service, that prevents the Partnership from being deemed
a publicly traded partnership pursuant to
Section 7704 of the Internal Revenue Code of 1986, as
amended. The safe harbor applies if the sum of the percentage
interests in partnership capital or profits represented by Units
traded during any calendar year does not exceed 5% of the
aggregate Partnership interests outstanding (which approximates
6,848 Units).

As of March 17, 2003, the Partnership has
pending Unit sale transfer requests totaling 533 Units for
2003. Unless cancelled by the transferor, each of these
transfers will be processed and recorded on the books of the
Partnership on March 31, 2003. The average price of these
sales is $333.36 per Unit. If the Partnership reaches the safe
harbor limits for Unit sale transfer requests in 2003, the
General Partner will suspend its approval of any Unit sale
transfer requests for the remainder of 2003.

Cash distributions of $6.72 per Unit were paid to
the limited partners on March 16, 2002, June 14, 2002,
September 13, 2002 and December 13, 2002. Future
distributions will be based on available Net Cash Flow, as
defined in the Partnership Agreement and cash availability, if a
refinancing of the Partnerships debt can be effected. The
amount of each distribution will be determined by the General
Partner at the end of each calendar quarter according to the
terms of the Partnership Agreement and will be distributed to
the limited partners within 75 days of the end of the
quarter.

The Partnership Agreement required the General
Partner to use its best efforts to sell or refinance the Hotels
by the end of 2001. On January 18, 2000, the St. Francis
Partnership entered into a definitive agreement to sell the St.
Francis for gross proceeds of $243,000,000. Approval of the
limited partners of record on February 15, 2000 was
obtained and the St. Francis was sold on April 26, 2000. In
February 2001, the Partnership retained JLL to market the
Michigan Avenue for sale. In April 2001, formal marketing
materials were distributed and discussions with several
potential purchasers subsequently commenced. After the
occurrence of the September 11 Attacks, certain of the most
qualified potential purchasers indicated they would expect
significant discounts on their preliminary offers made prior to
the attacks. Based on the unstable and depressed hotel real
estate market, resulting from the weakened general worldwide
economic environ-

7



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##### Table of Contents



ment, the General Partner did not believe that it
was in the best interest of the limited partners to sell the
Michigan Avenue in late 2001 or 2002.


The General Partner has also engaged JLL to
assist in exploring a refinancing of the Partnerships debt
and has recently directed JLL to focus its efforts towards
pursuing refinancing alternatives. The General Partner has had
discussions with potential lenders with a goal of presenting a
refinancing proposal to the limited partners later this year.
There can be no assurance however, that such a proposal will be
presented to the limited partners. See related risk factors in
Part I  Risks Relating to Disposition and
Refinancing Opportunities.

The Partnerships investor relations
function is handled by Phoenix American Financial Services, Inc.
(Phoenix American) at 2401 Kerner Boulevard,
San Rafael, CA 94901-5529. The toll-free number for Phoenix
American Financial Services, Inc. is 1-800-323-5888.

Disclosure Regarding Future Mini-Tender
Offers

Several mini-tender offers to purchase Units have
been made during the last several years. The Partnerships
position with respect to these mini-tender offers have been
announced in press releases and sent in letters to limited
partners. In order to reduce the cost of responding to these
mini-tender offers, the Partnership will no longer send
responses to individual limited partners. The Partnership will
continue to issue a press release and limited partners may
contact Phoenix American to get information regarding the
response. The response will also be posted under the WHLP tab on
the Investor Relations tab on Starwoods website
(www.Starwood.com). Copies of the Partnerships
filings with the SEC will also be posted at that site.

8



---



##### Table of Contents






Item 6.Selected
Financial Data.

The following table sets forth selected financial
information for the Partnership:

|                                                               |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |        | 
|-------------------------------------------------------------- | ------------------------------------- | --------------------------------------- | ------- | ------ |  | ------- | ------- | ------ |  | ---- | ------- | ------ |  | - | ------- | ------ |  | - | ------- | ------ | 
|                                                               |                                       |                                        
|                                                               |                                       | Year Ended December 31,                
|                                                               |                                       |                                        
|                                                               |                                       | 2002                                    |         | 2001   |  | 2000(1) |         | 1999   |  | 1998
|                                                               |                                       |                                         |         |        |  |         |         |        |  |     
|                                                               |                                       |                                        
|                                                               |                                       | (In thousands, except per Unit amounts)
|Operating revenues:                                            |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|                                                               | Rooms                                 |                                         | $       | 28,943 |  |         | $       | 30,188 |  |      | $       | 58,232 |  |   | $       | 97,973 |  |   | $       | 94,724 | 
|                                                               | Food and beverage                     |                                         |         | 8,160  |  |         |         | 7,610  |  |      |         | 20,771 |  |   |         | 45,277 |  |   |         | 37,354 | 
|                                                               | Other operating departments           |                                         |         | 3,615  |  |         |         | 4,117  |  |      |         | 7,873  |  |   |         | 13,047 |  |   |         | 12,158 | 
|                                                               |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Total operating revenues                                       |                                       |                                         | 40,718  |        |  |         | 41,915  |        |  |      | 86,876  |        |  |   | 156,297 |        |  |   | 144,236 |       
|                                                               |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Operating expenses:                                            |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|                                                               | Rooms                                 |                                         |         | 6,745  |  |         |         | 7,136  |  |      |         | 14,652 |  |   |         | 25,417 |  |   |         | 25,493 | 
|                                                               | Food and beverage                     |                                         |         | 6,453  |  |         |         | 6,264  |  |      |         | 16,109 |  |   |         | 35,189 |  |   |         | 26,946 | 
|                                                               | Administrative, general and marketing |                                         |         | 6,269  |  |         |         | 5,845  |  |      |         | 11,700 |  |   |         | 18,886 |  |   |         | 19,857 | 
|                                                               | Management fees                       |                                         |         | 4,126  |  |         |         | 3,974  |  |      |         | 5,358  |  |   |         | 13,300 |  |   |         | 9,949  | 
|                                                               | Depreciation                          |                                         |         | 8,555  |  |         |         | 8,124  |  |      |         | 7,222  |  |   |         | 11,679 |  |   |         | 10,190 | 
|                                                               | Other                                 |                                         |         | 4,544  |  |         |         | 7,635  |  |      |         | 13,063 |  |   |         | 22,629 |  |   |         | 21,427 | 
|                                                               |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Total operating expenses                                       |                                       |                                         | 36,692  |        |  |         | 38,978  |        |  |      | 68,104  |        |  |   | 127,100 |        |  |   | 113,862 |       
|                                                               |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Operating profit                                               |                                       | $                                       | 4,026   |        |  | $       | 2,937   |        |  | $    | 18,772  |        |  | $ | 29,197  |        |  | $ | 30,374  |       
|                                                               |                                       |                                         |         |        |  |         |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Net income                                                     |                                       | $                                       | 1,383   |        |  | $       | 559     |        |  | $    | 66,139  | (2)    |  | $ | 16,831  |        |  | $ | 17,933  |       
|Net income per Unit                                            |                                       | $                                       | 10.20   |        |  | $       | 4.12    |        |  | $    | 487.75  |        |  | $ | 124.12  |        |  | $ | 132.25  |       
|Total assets                                                   |                                       | $                                       | 104,233 |        |  | $       | 106,585 |        |  | $    | 109,272 |        |  | $ | 295,834 |        |  | $ | 285,661 |       
|Long-term obligations, net of current portion                  |                                       | $                                       | 40,390  |        |  | $       | 40,461  |        |  | $    | 40,322  |        |  | $ | 166,049 |        |  | $ | 165,050 |       
|Deferred incentive management fees, net of
    current portion |                                       | $                                       | 6,829   |        |  | $       | 7,544   |        |  | $    | 7,447   |        |  | $ | 29,532  |        |  | $ | 25,618  |       
|Distributions paid per Unit                                    |                                       | $                                       | 26.88   |        |  | $       | 26.88   |        |  | $    | 690.94  |        |  | $ | 95.00   |        |  | $ | 95.00   |       



---



|    |                                                                          
|--- | -------------------------------------------------------------------------
|(1) | Includes St. Francis results through the sale
    date on April 26, 2000.
|   
|(2) | Includes $52,606 gain on the St. Francis sale.                           




Item 7.     Managements
Discussion and Analysis of Financial Condition and Results of
Operations.

General

The Hotels primary market focus is on
business travelers, conventions and other groups. The
Hotels business activities generally follow national
economic trends. The level of tourist business is influenced by
the general global economic environment and political climate
and, to a lesser extent, by the strength of the U.S. dollar in
relation to foreign currencies. Due to the economic slowdown,
the Chicago hotel industry is not expected to experience
significant growth in 2003. The Michigan Avenue continues to
experience seasonal trends, with the lowest occupancy levels
occurring during the first quarter, followed by higher
occupancies during the last three quarters of the year.

Results of Operations

Managements Discussion and Analysis of
Financial Condition and Results of Operations
(MD&A) discusses the Partnerships
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial
statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts
of revenues and costs and expenses during the reporting periods.
On an

9



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##### Table of Contents



ongoing basis, management evaluates its estimates
and judgments, including those relating to revenue recognition,
bad debts, inventories, plant, property and equipment, financing
operations, commitments, contingencies and litigation.


Management bases its estimates and judgments on
historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily available
from other sources. Actual results may differ from these
estimates under different assumptions and conditions.

The Partnership believes the following to be its
critical accounting policies:

Revenue
Recognition.The Michigan
Avenues revenues are derived from its operations and
include revenues from the rental of rooms, food and beverage
sales, telephone usage and other service revenue. Revenue is
recognized when rooms are occupied and services have been
performed.

Inventories.Inventories consist of food and
beverage stock items as well as linens, china, glass, silver,
utensils and guest room items (Par Inventories). The
food and beverage inventory items are recorded at the lower of
cost (first in, first out) or market. Significant purchases of
Par Inventories are recorded at purchased cost and amortized to
50% of their cost over 36 months. Normal replacement
purchases are expensed as incurred. Par Inventories are
classified as a component of property and equipment.

Property and
Equipment.Property and equipment
are recorded at cost. The cost of improvements that extend the
life of property and equipment are capitalized. These
capitalized costs may include structural improvements, equipment
and fixtures. Costs for normal repairs and maintenance are
expensed as incurred. Depreciation is provided on a
straight-line basis over the estimated useful economic lives of
40 years for buildings; the remaining life of the building
for building improvements; and 3 to 12 years for furniture
and equipment. Gains or losses on the sale or retirement of
assets are included in income when the assets are sold.

The Partnership evaluates the carrying value of
the Hotels long-lived assets for impairment by comparing
the expected undiscounted future cash flows of the long-lived
assets to their net book value to determine if the long-lived
assets are impaired.

This section analyzes significant fluctuations in
items affecting the consolidated statements of income for the
years ended December 31, 2002, 2001 and 2000.

2002 Compared with 2001

The results of operations and key statistics
below are for the Michigan Avenue only and do not include the
costs related to Partnership administration.

|                                              |                   |              |        |       |   |   |        |       |  
|--------------------------------------------- | ----------------- | ------------ | ------ | ----- | - | - | ------ | ----- | -
|                                              |                   |             
|                                              |                   | Year Ended  
|                                              |                   | December 31,
|                                              |                   |             
|                                              |                   | 2002         |        | 2001 
|                                              |                   |              |        |      
|REVPAR (revenue per available room)           |                   | $            | 105.59 |       |   | $ | 110.13 |      
|Operating profit as a percentage of revenues: |                   |              |        |       |   |   |        |      
|                                              | Rooms             |              |        | 76.70 | % |   |        | 76.36 | %
|                                              | Food and beverage |              |        | 20.91 | % |   |        | 17.69 | %
|EBITDA (in thousands)(1)                      |                   | $            | 13,062 |       |   | $ | 11,725 |      



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | EBITDA represents net earnings before interest
    expense, income tax expense, depreciation, amortization and
    minority interests. The General Partner considers EBITDA to be a
    measure of the Partnerships operating performance due to
    the significance of the Partnerships long-lived assets and
    because such data can be used to measure the Partnerships
    ability to service debt, fund capital expenditures and pay cash
    distributions. EBITDA is not intended to represent cash flow
    from operations as defined by accounting principles generally
    accepted in the United States and such information should not be
    considered as an alternative to net income, cash flow from
    operations or any other performance measure prescribed by
    accounting principles generally accepted in the United States.

10



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##### Table of Contents



The following table represents a reconciliation
of net income to EBITDA (in thousands):

|                 |  |      |        |      |  |   |        | 
|---------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                 |  | 2002 |        | 2001
|                 |  |      |        |     
|Net income       |  | $    | 2,003  |      |  | $ | 1,052  | 
|Depreciation     |  |      | 8,555  |      |  |   | 8,124  | 
|Interest expense |  |      | 2,504  |      |  |   | 2,549  | 
|                 |  |      |        |      |  |   |        | 
|EBITDA           |  | $    | 13,062 |      |  | $ | 11,725 | 
|                 |  |      |        |      |  |   |        | 

The Michigan Avenue had operating profit of
$4,506,000 for the year ended December 31, 2002, a 25.1% or
$905,000 increase from 2001. EBITDA for the year of $13,062,000
represents an 11.4 % or $1,337,000 increase from 2001.

The Michigan Avenues revenues were
$40,718,000 for the year ended December 31, 2002 compared
to $41,915,000 in 2001. The decrease was primarily due to a 4.1%
or $1,245,000 decrease in rooms revenue for the year ended
December 31, 2002 to $28,943,000 when compared to the prior
year. REVPAR for 2002 was $105.59 as compared to $110.13 in
2001. The Michigan Avenue reported an average daily room rate of
$151.86 and occupancy of 69.5% in the year ended
December 31, 2002 as compared to $166.33 and 66.2%,
respectively, in 2001. The REVPAR and rooms revenue decreases
are due to the weakened U.S. and global economies and are
commensurate with the drop in rates at the competitive set of
hotels. Furthermore, the mix of existing customers included more
transient travelers in 2002, who usually pay lower average rates
than the lost group business revenues. The 3.3 percentage
points increase in occupancy is attributed to an increase in
transient business from 2001. The Michigan Avenues rooms
department profit margin for 2002 was 76.70%, in line with 2001.

The Michigan Avenues food and beverage
revenue of $8,160,000 for 2002 represents a $550,000 or 7.2%
increase compared to 2001. This increase is due primarily to the
increased consumption associated with the increase in occupancy
rates. The Michigan Avenues food and beverage department
profit margin for 2002 increased 3.22 percentage point to
20.91% from 2001 due to the mix of revenues, which consisted
primarily of high-margin banquet and catering services, as
compared to the lower margin room service or coffee bar revenues.

Other operating departments had revenue of
$3,615,000 for the year ended December 31, 2002, a $502,000
decrease from 2001, primarily resulting from decreased ancillary
revenues experienced as a result of lower group business and
fewer cancellation fees in 2002 when compared to 2001.

The Michigan Avenues operating expenses for
2002 decreased 5.5% or $2,101,000 to $36,212,000. The decrease
primarily resulted from a $3,024,000 property tax refund and
cost-containment efforts established immediately after the
September 11 Attacks, partially offset by increased
depreciation expense resulting from 2001 and 2002 renovations
and an increase in management fees. Management fees for the year
ended December 31, 2002 increased 5.7% or $223,000 in 2002
to $4,125,000 when compared to 2001 due to improved Partnership
Net Operating Cash Flow, as defined in the Partnership
Agreement, primarily resulting from lower capital expenditures
in 2002 and the property tax refund discussed above.

In addition to the operating expenses related to
the Michigan Avenue discussed above, the Partnership also
incurred $480,000 and $664,000 of costs for the years ended
December 31, 2002 and 2001, respectively, for investor
relations, professional services and other fees which are
included in the consolidated results of operations.

2001 Compared with 2000

The Partnership.The Partnerships operating
revenues and operating profit of $41,915,000 and $2,937,000,
respectively, for the year ended December 31, 2001
decreased $44,961,000 and $15,835,000, respectively, over the
year ended December 31, 2000 due to the sale of the
St. Francis in April 2000, the general economic downturn
and the unprecedented declines in the hospitality industry
experienced after the September 11 Attacks. Net income
decreased $65,580,000 due primarily to the $52,606,000 gain on
the sale

11



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##### Table of Contents



of the St. Francis recognized in 2000 and
the economic downturn in 2001 discussed above, partially offset
by higher interest expense associated with the St. Francis debt
through April 2000.


The Michigan Avenue.Due to the sale of the St. Francis
on April 26, 2000, the results of operations and key
statistics presented and discussed below are for the Michigan
Avenue only.

|                                              |                   |              |        |       |   |   |        |       |  
|--------------------------------------------- | ----------------- | ------------ | ------ | ----- | - | - | ------ | ----- | -
|                                              |                   |             
|                                              |                   | Year Ended  
|                                              |                   | December 31,
|                                              |                   |             
|                                              |                   | 2001         |        | 2000 
|                                              |                   |              |        |      
|REVPAR (revenue per available room)           |                   | $            | 110.13 |       |   | $ | 126.87 |      
|Operating profit as a percentage of revenues: |                   |              |        |       |   |   |        |      
|                                              | Rooms             |              |        | 76.36 | % |   |        | 76.71 | %
|                                              | Food and beverage |              |        | 17.69 | % |   |        | 19.78 | %
|EBITDA (in thousands)                         |                   | $            | 11,725 |       |   | $ | 16,299 |      

The following table represents a reconciliation
of net income to EBITDA (in thousands):

|                 |  |      |        |      |  |   |        | 
|---------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                 |  | 2001 |        | 2000
|                 |  |      |        |     
|Net income       |  | $    | 1,052  |      |  | $ | 6,485  | 
|Depreciation     |  |      | 8,124  |      |  |   | 7,222  | 
|Interest expense |  |      | 2,549  |      |  |   | 2,592  | 
|                 |  |      |        |      |  |   |        | 
|EBITDA           |  | $    | 11,725 |      |  | $ | 16,299 | 
|                 |  |      |        |      |  |   |        | 

The Michigan Avenue had net income of $1,052,000
for the year ended December 31, 2001, an 83.8% or
$5,433,000 decrease from 2000. EBITDA for the year of
$11,725,000 represents a 28.1% or $4,574,000 decrease from 2000.

The Michigan Avenues rooms revenue for the
year ended December 31, 2001 was $30,188,000, which
represents a 13.4% or $4,683,000 decrease over the prior year.
REVPAR for 2001 was $110.13 as compared to $126.87 in 2000. The
Michigan Avenue reported an average daily room rate of $166.33
and occupancy of 66.2% in the year ended December 31, 2001
as compared to $174.66 and 72.6%, respectively, in 2000. The
REVPAR and rooms revenue decreases are due to the general
economic downturn which was worsened by reduced travel and
cancellations experienced after the September 11 Attacks.
As the competitive set of hotels in the area dropped their daily
rates, the Hotel conformed to avoid losing customers. Also, the
mix of existing customers included more transient travelers in
2001, who usually pay lower average rates than the lost business
revenues. The Michigan Avenues rooms department profit
margin for 2001 was 76.36% as compared with 76.71% in 2000 due
to the reduction in revenues, offset by the close monitoring of
hotel spending and staffing costs, as well as the elimination of
several departmental management positions.

The Michigan Avenues food and beverage
revenue of $7,610,000 for 2001 represents a $1,487,000 or 16.3%
decrease compared to 2000. This decrease is due primarily to the
transfer of the Hotels restaurant operations to Grill
Concepts in June 2000 under an operating lease as well as lost
banquet revenue associated with cancelled conventions, lost
catering revenues due to cancellations of corporate annual
holiday parties and reduced group bookings. As a result of the
operating lease, the Hotel reports restaurant lease revenue in
other operating departments revenue. The Michigan Avenues
food and beverage department profit margin for 2001 decreased
2.09 percentage points to 17.69% from 2000 due to the lost
high-margin banquet and catering services, which were a direct
result of the cancelled conventions and group bookings noted
above.

Other operating departments had revenue of
$4,117,000 for the year ended December 31, 2001, a $313,000
decrease from 2000, primarily resulting from decreased ancillary
revenues (such as telecommunications) experienced due to lower
group bookings and waiving of cancellation fees after the
September 11 Attacks, partially offset by the additional
lease revenues discussed above.

The Michigan Avenues operating expenses for
2001 decreased 2.6% to $38,313,000. The decrease primarily
resulted from cost-containment efforts established immediately
after the September 11 Attacks,

12



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##### Table of Contents



partially offset by operating expense increases
due to greater depreciation resulting from the fiscal year 2000
and 2001 renovations and an increase in management fees.
Management fees for the year ended December 31, 2001
increased 107.1% over 2000 to $3,902,000 due to improved
Partnership Net Operating Cash Flow, as defined in the
Partnership Agreement, primarily resulting from lower capital
expenditures in 2001.


In addition to the operating expenses related to
the Michigan Avenue discussed above, the Partnership also
incurred $664,000 and $695,000 of costs for the years ended
December 31, 2001 and 2000, respectively, for investor
relations, professional services and other fees, which are
included in the consolidated results of operations.

Liquidity and Capital Resources

As of December 31, 2002, the Partnership had
cash and cash equivalents of approximately $39,236,000, a
$7,309,000 increase from December 31, 2001. This increase
is primarily due to the property tax refund discussed earlier,
cost-containment efforts established immediately after the
September 11 Attacks and reduced capital expenditures.
During 2002, total net cash provided by operating activities was
$9,840,000.

In 2002, a total of $2,002,000 was deposited into
the Furniture, Fixtures and Equipment (FF&E)
Reserve Account as required by the Restructuring Agreement. The
balance in this account, together with interest of $43,000, is
included in other assets in the accompanying consolidated
balance sheet. The consolidated balance sheets also include a
tax escrow account. The balance in the tax escrow account,
together with interest of $67,000, is restricted and included in
cash and cash equivalents in the accompanying consolidated
balance sheet.

A total of $2,264,000 was spent for capital
improvements in 2002 for the Michigan Avenue. Of this amount,
$1,732,000 was spent on the renovation of the lobby and front
office; $241,000 on room lock upgrades; and the remaining
$291,000 on various other projects, such as engineering
equipment upgrades and telephone cabling.

Capital improvements in 2003 are expected to
total approximately $2,293,000. Approximately $1,177,000 is
expected to be spent on meeting space and corridor upgrades;
$468,000 for continued renovation of the lobby and $648,000 for
engineering and computer enhancements. All capital projects are
subject to approval by the Lender and the General Partner.

The Michigan Avenue mortgage loan, as
restructured, provides for scheduled principal and interest
payments of $3,093,000 in 2003. On March 1, 2003, the
Partnership prepaid $5,000,000 on this mortgage loan, and has
given notice to the lender of the intention to prepay an
additional $5,000,000 of the loan balance on June 1, 2003.

The following represents cash distributions made
in 2002, 2001 and 2000:

|             |  |               |      | 
|------------ |  | ------------- | ---- | 
|             |  | Distributions
|             |  | per Unit     
|             |  |              
|2002         |  |               |      | 
|March 16     |  | $             | 6.72 | 
|June 14      |  | $             | 6.72 | 
|September 13 |  | $             | 6.72 | 
|December 13  |  | $             | 6.72 | 
|2001         |  |               |      | 
|March 15     |  | $             | 6.72 | 
|June 14      |  | $             | 6.72 | 
|September 13 |  | $             | 6.72 | 
|December 14  |  | $             | 6.72 | 

13



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##### Table of Contents



|             |  |               |        |    
|------------ |  | ------------- | ------ | ---
|             |  | Distributions
|             |  | per Unit     
|             |  |              
|2000         |  |               |        |    
|March 14     |  | $             | 23.75  |    
|May 24       |  | $             | 630.00 | (a)
|June 14      |  | $             | 23.75  |    
|September 14 |  | $             | 6.72   |    
|December 14  |  | $             | 6.72   |    



---



|    |                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Reflects the payout of net cash proceeds received
    from the St. Francis sale in accordance with the terms of
    the Partnership Agreement.

At this time, the General Partner anticipates
that the cash on hand and cash flow from operations will provide
adequate funding for payments on the remaining mortgage loan and
2003 capital expenditures. In addition, barring any unforeseen
adverse occurrence, the General Partner anticipates that the
Partnership will be in a position to continue regular
distributions to the limited partners at an annual level of
$26.88 per Unit in 2003. On March 16, 2003, $6.72 per Unit
was distributed to Unitholders of record on December 31,
2002. Future distributions will be based on available Net Cash
Flow, as defined in the Partnership Agreement and cash
availability, if a refinancing of the Partnerships debt
can be affected. The amount of each distribution will be
determined by the General Partner at the end of each calendar
quarter according to the terms of the Partnership Agreement and
will be distributed to the limited partners within 75 days
of the end of the quarter.






|         |                                                                
|-------- | ---------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures
    about Market Risk.

The Partnership is exposed to market risk on its
financial instruments from changes in interest rates. The
Partnership does not use financial instruments for trading or
speculative purposes or to manage interest rate risk. A
hypothetical 1% change in interest rates would result in an
increase or decrease in interest expense of approximately
$110,000.

The Partnerships financial instruments
consist primarily of a variable rate note and fixed rate debt.
The Partnerships debt at December 31, 2002 consisted
of notes payable to the General Partner and a mortgage loan.






|        |                                                 
|------- | ------------------------------------------------
|Item 8. | Financial Statements and Supplementary
    Data.

The following documents are filed as part of this
report:

|                                                           |  |      |    | 
|---------------------------------------------------------- |  | ---- | -- | 
|Document                                                   |  | Page
|                                                           |  |     
|Report of Independent Auditors                             |  |      | 15 | 
|Consolidated Balance Sheets                                |  |      | 16 | 
|Consolidated Statements of Income                          |  |      | 17 | 
|Consolidated Statements of Partners Capital
    (Deficit) |  |      | 18 | 
|Consolidated Statements of Cash Flows                      |  |      | 19 | 
|Notes to Consolidated Financial Statements                 |  |      | 20 | 

Financial statement schedules are omitted for the
reason that they are not required, are insignificant or because
the required information is shown in the consolidated financial
statements or notes thereto.






|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with
    Accountants on Accounting and Financial
    Disclosure.

Not applicable.

14



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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

To Westin Hotels Limited Partnership:

We have audited the accompanying consolidated
balance sheet of the Westin Hotels Limited Partnership and
subsidiaries (the Partnership) (a Delaware limited
partnership) as of December 31, 2002, and the related
consolidated statements of income, partners capital
(deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the
Partnerships management. Our responsibility is to express
an opinion on these financial statements based on our audit. The
financial statements of the Partnership as of December 31,
2001 and for each of the two years in the period ended
December 31, 2001, were audited by other auditors who have
ceased operations and whose report dated March 1, 2002,
expressed an unqualified opinion on those financial statements.

We conducted our audit 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 audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of the Westin Hotels Limited
Partnership and subsidiaries as of December 31, 2002, and
the consolidated results of their operations and their cash
flows for the year then ended in conformity with accounting
principles generally accepted in the United States.



| |                  
| | -----------------
| | ERNST & YOUNG LLP

New York, New York

March 12, 2003


15



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##### Table of Contents






WESTIN HOTELS LIMITED PARTNERSHIP






CONSOLIDATED BALANCE SHEETS


(In thousands, except Units)


|                                                                  |                                                                                |                                |                        |              |        |       |         |        |        |       | 
|----------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------ | ---------------------- | ------------ | ------ | ----- | ------- | ------ | ------ | ----- | 
|                                                                  |                                                                                | December 31,                   |                        | December 31,
|                                                                  |                                                                                | 2002                           |                        | 2001        
|                                                                  |                                                                                |                                |                        |             
|ASSETS                                                           
|Current assets:                                                   |                                                                                |                                |                        |              |        |       |         |       
|                                                                  | Cash and cash equivalents, including restricted
    cash of $3,143 and $5,951. |                                | $                      | 39,236       |        |       | $       | 31,927 |       
|                                                                  | Accounts receivable, net of allowance for
    doubtful accounts of $56 and $28 |                                |                        | 2,318        |        |       |         | 1,661  |       
|                                                                  | Inventories                                                                    |                                |                        | 349          |        |       |         | 282    |       
|                                                                  | Prepaid expenses and other current assets                                      |                                |                        | 294          |        |       |         | 407    |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                | Total current assets           |                        |              | 42,197 |       |         |        | 34,277 |      
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|Property and equipment, at cost:                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  | Buildings and improvements                                                     |                                |                        | 55,597       |        |       |         | 54,538 |       
|                                                                  | Furniture, fixtures and equipment                                              |                                |                        | 62,275       |        |       |         | 61,070 |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                |                                | 117,872                |              |        |       | 115,608 |       
|                                                                  | Less accumulated depreciation                                                  |                                |                        | 66,589       |        |       |         | 58,034 |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                |                                | 51,283                 |              |        |       | 57,574  |       
|                                                                  | Land                                                                           |                                |                        | 8,835        |        |       |         | 8,835  |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|Land, property and equipment, net                                 |                                                                                |                                | 60,118                 |              |        |       | 66,409  |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|Other assets, including restricted cash of $1,522
    and $5,438  |                                                                                |                                | 1,918                  |              |        |       | 5,899   |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                | $                              | 104,233                |              |        | $     | 106,585 |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|LIABILITIES AND PARTNERS CAPITAL
    (DEFICIT)                  
|Current liabilities:                                              |                                                                                |                                |                        |              |        |       |         |       
|                                                                  | Accounts payable                                                              |                                |                        |              |        |       |         |        |       
|                                                                  |                                                                                | Trade and other                |                        | $            | 403    |       |         | $      | 411    |      
|                                                                  |                                                                                | General Partner and affiliates |                        |              | 3,797  |       |         |        | 3,142  |      
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                |                                | Total accounts payable |              |        | 4,200 |         |        |        | 3,553 | 
|                                                                  | Current maturities of long-term obligations                                    |                                |                        | 643          |        |       |         | 594    |       
|                                                                  | Accrued expenses                                                               |                                |                        | 5,844        |        |       |         | 6,007  |       
|                                                                  | Other current liabilities                                                      |                                |                        | 527          |        |       |         | 417    |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                | Total current liabilities      |                        |              | 11,214 |       |         |        | 10,571 |      
|Long-term obligations                                             |                                                                                |                                | 29,986                 |              |        |       | 30,629  |       
|Long-term obligation to General Partner                           |                                                                                |                                | 10,404                 |              |        |       | 9,832   |       
|Deferred incentive management fees payable to
    General Partner |                                                                                |                                | 6,829                  |              |        |       | 7,544   |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                | Total liabilities              |                        |              | 58,433 |       |         |        | 58,576 |      
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|Minority interests                                                |                                                                                |                                | 4,511                  |              |        |       | 4,458   |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|Commitments and contingencies                                     |                                                                                |                                |                        |              |        |       |         |       
|Partners capital (deficit):                                      |                                                                                |                                |                        |              |        |       |         |       
|                                                                  | General Partner                                                                |                                |                        | (747         | )      |       |         | (430   | )     
|                                                                  | Limited Partners (135,600 Units issued and
    outstanding)                    |                                |                        | 42,036       |        |       |         | 43,981 |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                | Total Partners capital        |                        |              | 41,289 |       |         |        | 43,551 |      
|                                                                  |                                                                                |                                |                        |              |        |       |         |       
|                                                                  |                                                                                | $                              | 104,233                |              |        | $     | 106,585 |       
|                                                                  |                                                                                |                                |                        |              |        |       |         |       

The accompanying notes are an integral part of
these consolidated financial statements.

16



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF INCOME


(In thousands, except Unit data)


|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |        |  
|-------------------------------------------------------------- | --------------------------------------------------------------------- | ----------------------- | ------ | ------ | - | ---- | ------ | ------ | - | - | ------ | ------ | -
|                                                               |                                                                       |                        
|                                                               |                                                                       | Year Ended December 31,
|                                                               |                                                                       |                        
|                                                               |                                                                       | 2002                    |        | 2001   |   | 2000
|                                                               |                                                                       |                         |        |        |   |     
|Operating revenues:                                            |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|                                                               | Rooms                                                                 |                         | $      | 28,943 |   |      | $      | 30,188 |   |   | $      | 58,232 |  
|                                                               | Food and beverage                                                     |                         |        | 8,160  |   |      |        | 7,610  |   |   |        | 20,771 |  
|                                                               | Other operating departments                                           |                         |        | 3,615  |   |      |        | 4,117  |   |   |        | 7,873  |  
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Total operating revenues                                       |                                                                       |                         | 40,718 |        |   |      | 41,915 |        |   |   | 86,876 |       
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Operating expenses:                                            |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|                                                               | Rooms                                                                 |                         |        | 6,745  |   |      |        | 7,136  |   |   |        | 14,652 |  
|                                                               | Food and beverage                                                     |                         |        | 6,453  |   |      |        | 6,264  |   |   |        | 16,109 |  
|                                                               | Other operating departments                                           |                         |        | 633    |   |      |        | 713    |   |   |        | 2,177  |  
|                                                               | Administrative and general                                            |                         |        | 3,873  |   |      |        | 3,360  |   |   |        | 6,290  |  
|                                                               | Related party management fees                                         |                         |        | 4,126  |   |      |        | 3,974  |   |   |        | 5,358  |  
|                                                               | Advertising and business promotion                                    |                         |        | 2,396  |   |      |        | 2,485  |   |   |        | 5,410  |  
|                                                               | Property maintenance and energy                                       |                         |        | 2,635  |   |      |        | 2,609  |   |   |        | 4,848  |  
|                                                               | Local taxes, insurance and rent                                       |                         |        | 1,276  |   |      |        | 4,313  |   |   |        | 6,038  |  
|                                                               | Depreciation                                                          |                         |        | 8,555  |   |      |        | 8,124  |   |   |        | 7,222  |  
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Total operating expenses                                       |                                                                       |                         | 36,692 |        |   |      | 38,978 |        |   |   | 68,104 |       
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Operating profit                                               |                                                                       |                         | 4,026  |        |   |      | 2,937  |        |   |   | 18,772 |       
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Other income (expense):                                        |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|                                                               | Interest expense, net of interest income of $486,
    $954 and $1,882 |                         |        | (2,590 | ) |      |        | (2,329 | ) |   |        | (5,048 | )
|                                                               | Gain on sale of the St. Francis                                       |                         |        |       |   |      |        |       |   |   |        | 52,606 |  
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Net other income (expense)                                     |                                                                       |                         | (2,590 | )      |   |      | (2,329 | )      |   |   | 47,558 |       
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Income before minority interests                               |                                                                       |                         | 1,436  |        |   |      | 608    |        |   |   | 66,330 |       
|Minority interests in net income                               |                                                                       |                         | (53    | )      |   |      | (49    | )      |   |   | (191   | )     
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Net income                                                     |                                                                       | $                       | 1,383  |        |   | $    | 559    |        |   | $ | 66,139 |       
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       
|Net income per Unit (135,600 Units issued and
    outstanding) |                                                                       | $                       | 10.20  |        |   | $    | 4.12   |        |   | $ | 487.75 |       
|                                                               |                                                                       |                         |        |        |   |      |        |        |   |   |        |       

The accompanying notes are an integral part of
these consolidated financial statements.

17



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS
CAPITAL (DEFICIT)

(In thousands)


|                             |                    |         |        |          |   |       |        |         |   |   |        |         |  
|---------------------------- | ------------------ | ------- | ------ | -------- | - | ----- | ------ | ------- | - | - | ------ | ------- | -
|                             |                    | General |        | Limited  |   |      
|                             |                    | Partner |        | Partners |   | Total
|                             |                    |         |        |          |   |      
|Balance at December 31, 1999 |                    | $       | (2,926 | )        |   | $     | 77,116 |         |   | $ | 74,190 |        
|                             | Cash distributions |         |        |         |   |       |        | (93,692 | ) |   |        | (93,692 | )
|                             | Net income         |         |        | 2,795    |   |       |        | 63,344  |   |   |        | 66,139  |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|Balance at December 31, 2000 |                    |         | (131   | )        |   |       | 46,768 |         |   |   | 46,637 |        
|                             | Cash distributions |         |        |         |   |       |        | (3,645  | ) |   |        | (3,645  | )
|                             | Net income (loss)  |         |        | (299     | ) |       |        | 858     |   |   |        | 559     |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|Balance at December 31, 2001 |                    |         | (430   | )        |   |       | 43,981 |         |   |   | 43,551 |        
|                             | Cash distributions |         |        |         |   |       |        | (3,645  | ) |   |        | (3,645  | )
|                             | Net income (loss)  |         |        | (317     | ) |       |        | 1,700   |   |   |        | 1,383   |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|Balance at December 31, 2002 |                    | $       | (747   | )        |   | $     | 42,036 |         |   | $ | 41,289 |        
|                             |                    |         |        |          |   |       |        |         |   |   |        |        

The accompanying notes are an integral part of
these consolidated financial statements.

18



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF CASH
FLOWS


(In thousands)


|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |         |          |  
|------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------------- | ------ | ----- | ------ | ---- | ------ | ----- | ------ | - | -------- | ------- | -------- | -
|                                                                                      |                                                                 |                                                        
|                                                                                      |                                                                 | Year Ended December 31,                                
|                                                                                      |                                                                 |                                                        
|                                                                                      |                                                                 | 2002                                                    |        | 2001  |        | 2000
|                                                                                      |                                                                 |                                                         |        |       |        |     
|Operating Activities                                                                  |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Net income                                                                            |                                                                 | $                                                       | 1,383  |       |        | $    | 559    |       |        | $ | 66,139   |        
|Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|                                                                                      | Gain on sale of the St. Francis                                 |                                                         |        |      |        |      |        |      |        |   |          | (52,606 | )       
|                                                                                      | Depreciation                                                    |                                                         |        | 8,555 |        |      |        | 8,124 |        |   |          | 7,222   |         
|                                                                                      | Amortization of deferred loan fees                              |                                                         |        | 9     |        |      |        | 9     |        |   |          | 38      |         
|                                                                                      | Interest expense on long-term obligation to
    General Partner |                                                         |        | 572   |        |      |        | 734   |        |   |          | 1,862   |         
|                                                                                      | Minority interests in net income                                |                                                         |        | 53    |        |      |        | 49    |        |   |          | 191     |         
|Increase (decrease) in cash resulting from
    changes in:                            |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|                                                                                      | Accounts receivable                                             |                                                         |        | (657  | )      |      |        | 1,603 |        |   |          | 607     |         
|                                                                                      | Inventories                                                     |                                                         |        | (67   | )      |      |        | 34    |        |   |          | (30     | )       
|                                                                                      | Prepaid expenses and other current assets                       |                                                         |        | 113   |        |      |        | (114  | )      |   |          | 139     |         
|                                                                                      | Trade and other accounts payable                                |                                                         |        | (8    | )      |      |        | 175   |        |   |          | (22,265 | )       
|                                                                                      | Accounts payable  General Partner and
    affiliates           |                                                         |        | (60   | )      |      |        | 478   |        |   |          | (1,686  | )       
|                                                                                      | Accrued expenses and other current liabilities                  |                                                         |        | (53   | )      |      |        | (487  | )      |   |          | 804     |         
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|                                                                                      |                                                                 | Net cash provided by operating activities               |        |       | 9,840  |      |        |       | 11,164 |   |          |         | 415      |  
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Investing Activities                                                                  |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Additions to property and equipment                                                   |                                                                 |                                                         | (2,264 | )     |        |      | (1,987 | )     |        |   | (18,437  | )      
|Net proceeds from sale of the St. Francis                                             |                                                                 |                                                         |       |       |        |      |       |       |        |   | 232,981  |        
|Decrease (increase) in long-term restricted cash                                      |                                                                 |                                                         | 3,916  |       |        |      | (3,099 | )     |        |   | 2,846    |        
|Decrease (increase) in other assets                                                   |                                                                 |                                                         | 56     |       |        |      | 48     |       |        |   | (211     | )      
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|                                                                                      |                                                                 | Net cash provided by (used in) investing
    activities |        |       | 1,708  |      |        |       | (5,038 | ) |          |         | 217,179  |  
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Financing Activities                                                                  |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Cash distributions                                                                    |                                                                 |                                                         | (3,645 | )     |        |      | (3,645 | )     |        |   | (93,692  | )      
|Repayment of long-term obligations                                                    |                                                                 |                                                         | (594   | )     |        |      | (550   | )     |        |   | (133,531 | )      
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|                                                                                      |                                                                 | Net cash used in financing activities                   |        |       | (4,239 | )    |        |       | (4,195 | ) |          |         | (227,223 | )
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Net increase (decrease) in cash and cash
    equivalents                              |                                                                 |                                                         | 7,309  |       |        |      | 1,931  |       |        |   | (9,629   | )      
|Cash and cash equivalents  beginning
    of period                                   |                                                                 |                                                         | 31,927 |       |        |      | 29,996 |       |        |   | 39,625   |        
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Cash and cash equivalents  end of
    period                                         |                                                                 | $                                                       | 39,236 |       |        | $    | 31,927 |       |        | $ | 29,996   |        
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Supplemental Disclosures of Cash Flow
    Information                                 |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        
|Cash paid during the year for interest                                                |                                                                 | $                                                       | 2,498  |       |        | $    | 2,544  |       |        | $ | 18,701   |        
|                                                                                      |                                                                 |                                                         |        |       |        |      |        |       |        |   |          |        

The accompanying notes are an integral part of
these consolidated financial statements.

19



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP






NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS




|        |                                               
|------- | ----------------------------------------------
|Note 1. | Summary of Significant Accounting
    Policies

Basis of Presentation.The accompanying consolidated
financial statements include the accounts of Westin Hotels
Limited Partnership, a Delaware limited partnership (the
Partnership), and its subsidiary limited
partnerships, The Westin St. Francis Limited Partnership (the
St. Francis Partnership) and The Westin Chicago
Limited Partnership (the Chicago Partnership)
(collectively the Hotel Partnerships). The St.
Francis Partnership owned and operated The Westin St. Francis in
downtown San Francisco, California (the St. Francis)
until it was sold in April 26, 2000, and the Chicago
Partnership owns and operates The Westin Michigan Avenue,
Chicago (formerly The Westin Hotel, Chicago) in downtown
Chicago, Illinois (the Michigan Avenue)
(individually a Hotel, collectively the
Hotels). All significant intercompany transactions
and accounts have been eliminated.

In February 2001, the Partnership retained Jones
Lang LaSalle Hotels, a nationally recognized broker
(JLL), to market the Michigan Avenue for sale. In
April 2001, formal marketing materials were distributed and
discussions with several potential purchasers subsequently
commenced. After the occurrence of the September 11
Attacks, certain of the most qualified potential purchasers
indicated they would expect significant discounts on their
preliminary offers made prior to the attacks. Based on the
unstable and depressed hotel real estate market, resulting from
the weakened general worldwide economic environment, the General
Partner (as defined below) did not believe that it was in the
best interest of the limited partners to sell the Michigan
Avenue in late 2001 or 2002.

The General Partner has also engaged JLL to
assist in exploring a refinancing of the Partnerships debt
and has recently directed JLL to focus its efforts towards
pursuing refinancing alternatives. The General Partner has had
discussions with potential lenders with a goal of presenting a
refinancing proposal to the limited partners later this year.
There can be no assurance however, that such a proposal will be
presented to the limited partners.

Use of Estimates.The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States 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 consolidated financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could materially differ from
those estimates.

Cash and Cash Equivalents and Restricted
Cash.Cash and cash equivalents
consist of short-term investments purchased with original
maturities of three months or less. Restricted cash consists of
amounts deposited in interest-bearing money market accounts
restricted by a Partnership lender (see Note 5). The
Partnerships carrying amount approximates the fair value
of cash and cash equivalents and restricted cash due to the
short-term nature of these instruments.

Inventories.Inventories consist of food and
beverage stock items as well as linens, china, glass, silver,
utensils and guest room items (Par Inventories). The
food and beverage inventory items are recorded at the lower of
cost (first in, first out) or market. Significant purchases of
Par Inventories are recorded at purchased cost and amortized to
50% of their cost over 36 months. Normal replacement
purchases are expensed as incurred. Par Inventories are
classified as a component of property and equipment.

Property and Equipment.Depreciation of property and
equipment is provided on the straight-line method over the
assets estimated useful lives as follows:

|                                  |  |                           
|--------------------------------- |  | --------------------------
|Buildings                         |  | 40 years                  
|Building improvements             |  | Remaining life of building
|Furniture, fixtures and equipment |  | 3 to 12 years             

20



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Depreciation of property and equipment under
capital leases is provided on the straight-line method over the
lesser of the assets estimated useful lives or the lease
terms.

Expendable supplies (linens, china, silverware
and glassware) have been depreciated to 50% of the cost of
initial stock. Replacements are expensed when purchased.

Maintenance and repairs, including the cost of
minor replacements, are charged to property maintenance expense
accounts. Costs of additions and improvements to property are
capitalized in property and equipment accounts.

In the event that facts and circumstances
indicate that the cost of property and equipment may be
impaired, an evaluation of recoverability would be performed.
This evaluation would include the comparison of the future
estimated undiscounted cash flows associated with the assets to
the carrying amount of these assets to determine if a write-down
to fair value is required.

Revenue Recognition.The Partnerships revenues
are primarily derived from hotel operations, including the
rental of rooms and food and beverage sales. Generally, revenues
are recognized when the services have been rendered.

Income Taxes.The Partnership does not record
any provision for federal and state income taxes in its
consolidated financial statements. All items of income, gain,
loss, deduction or credit for federal and state income tax
purposes are allocated to the partners of the Partnership for
inclusion in their individual income tax returns. The reported
amounts of the Partnerships net assets and liabilities
exceeded the related tax bases by approximately $16,145,000 and
$18,692,000 at December 31, 2002 and 2001, respectively.

Concentration of Credit Risk.Financial instruments which
potentially subject the Hotel to a concentration of credit risk
consist principally of accounts receivable. Concentration of
credit risk with respect to accounts receivable is limited due
to the wide variety of customers and industries to which the
Hotels services are sold, as well as the dispersion of
customers across many geographic areas. Additionally, the Hotel
performs ongoing credit evaluations of their customers
financial condition and maintains allowances for potential
credit losses.

Impact of Recently Issued Accounting
Standards.In August 2001, the
Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. The new rules apply to the classification and
impairment analysis conducted on long-lived assets other than
intangible assets and became effective January 1, 2002. The
new rules provide a single accounting treatment for the
impairment of long-lived assets and implementation guidance
regarding impairment calculations. The adoption of SFAS
No. 144 did not have a material impact on the Partnership.

There were various other accounting standards and
interpretations issued during 2002, none of which are expected
to have a material impact on the Partnerships financial
position, operations or cash flows.



|        |             
|------- | ------------
|Note 2. | Organization

The Partnership was formed on April 25, 1986
to invest in hotel properties by acquiring limited partnership
interests in the Hotel Partnerships. The Partnership will
continue until December 31, 2036, unless terminated sooner
under the provisions of the Partnership Agreement.

Westin Realty Corp. (Westin Realty),
formerly a wholly owned subsidiary of Westin Hotel Company
(Westin), now a wholly owned subsidiary of Starwood
Hotels & Resorts Worldwide, Inc. (Starwood), is
the sole general partner of the Partnership (the General
Partner) and subject to the Partnership Agreement. On
August 28, 1986, Westin Realty acquired all of the limited
partnership interests in the Hotel Partnerships (which
represented 91.62% of the then fair value of the Hotel
Partnerships net assets) and contributed these

21



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

interests, valued at $135,600,000, to the
Partnership in exchange for all of the limited partnership
interests in the Partnership. Westin Realty then sold these
limited partnership interests in a public offering. The
remaining 8.38% interest in the Hotel Partnerships was retained
by the predecessor owners, subsidiaries of Westin.

On January 2, 1998, Starwood completed the
acquisition of Westin Hotels & Resorts Worldwide, Inc.
(Westin Worldwide) (the Westin
Acquisition). Westin Realty, St. Francis Hotel
Corporation (St. Francis Corp.) and 909 North
Michigan Avenue Corporation (909 Corp.), each
formerly wholly owned subsidiaries of Westin Worldwide, are now
wholly owned subsidiaries of Starwood. The Westin Acquisition
did not change the structure of the general partners and
limited partners ownership interest in either the
Partnership or the Hotel Partnerships.

The Hotel Partnerships profits and losses,
subject to certain contractual adjustments, are generally
allocated 99% to the Hotel Partnership and 1% to minority
interests. Partnership profits and losses are further allocated
99% to the limited partners and 1% to the General Partner, with
the exception of depreciation expense, which is allocated 92.55%
to the limited partners and 7.45% to the General Partner.
Because of the allocation of depreciation expense, the General
Partners share of profits and losses since inception is a
net loss, resulting in a deficit balance in the General Partner
capital account. The Partnership Agreement specifies that if a
deficit balance exists after liquidation of both of the Hotel
Partnerships assets, the General Partner would be
obligated to contribute cash to the Partnership equal to the
lesser of (i) the deficit balance in such capital account,
or (ii) 1.01% of the capital contributions of the limited
partners reduced by all capital contributions of the General
Partner. On April 26, 2000, in connection with the gain on
sale of the St. Francis, the General Partners deficit
balance was restored to zero, as required by the terms of the
Partnership Agreement.

Except for the following restrictions outlined in
the mortgage loan restructuring agreement completed in June 1994
(hereinafter this agreement and any amendments to it are
referred to as the Restructuring Agreement), Net
Cash Flow of the Partnership, as defined in the Partnership
Agreement, is distributed first to the limited partners until
certain preferential distributions are achieved and then
allocated to both the general partners and limited partners
depending on factors related to the source of the Net Cash Flow
and cash distributions as specified in the Partnership
Agreement. The Restructuring Agreement permitted distributions
beginning in 1997 once the Hotels had achieved certain
performance levels in the three years prior to 1997. Aggregate
distributions of $3,645,000, $3,645,000 and $93,692,000
(including $85,428,000 relating to the net cash proceeds from
the sale of the St. Francis) were made to the limited partners
in each of the years ended December 31, 2002, 2001 and
2000, respectively.



|        |                     
|------- | --------------------
|Note 3. | The St. Francis Sale

On April 26, 2000, upon obtaining consent of
a majority of the limited partners, the sale of the St. Francis
was completed for gross proceeds of $243,000,000, resulting in a
gain of $52,606,000 after transaction costs. In accordance with
the Partnership Agreement, $159,000,000 of the proceeds were
used to repay the St. Francis portion of the mortgage
loans, which was secured by the St. Francis; the St. Francis
portion of the subordinated note due to the General Partner;
deferred incentive management fees related to the St. Francis;
and costs and expenses related to the sale. The remaining
proceeds of $84,000,000 and additional Partnership cash of
approximately $1,428,000 were distributed to the limited
partners.

22



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following unaudited pro forma results reflect
the sale of the St. Francis as if it had been sold at the
beginning of the period presented and do not purport to present
what actual results would have been had the sale, in fact,
occurred at the beginning of the period presented:

|                    |  |                       |        | 
|------------------- |  | --------------------- | ------ | 
|                    |  | Year Ended           
|                    |  | December 31, 2000    
|                    |  |                      
|                    |  | (In thousands, except
|                    |  | per Unit amount)     
|Operating revenues  |  | $                     | 48,397 | 
|Operating profit    |  | $                     | 8,381  | 
|Net income          |  | $                     | 6,657  | 
|Net income per Unit |  | $                     | 49.09  | 



|        |                 
|------- | ----------------
|Note 4. | Accrued Expenses

Accrued expenses include the following at
December 31 (In thousands):

|                                           |       |      |       |       |  |   |       |       | 
|------------------------------------------ | ----- | ---- | ----- | ----- |  | - | ----- | ----- | 
|                                           |       | 2002 |       | 2001 
|                                           |       |      |       |      
|Salaries, wages and other related benefits |       | $    | 869   |       |  | $ | 908   |      
|Estimated property and other taxes         |       |      | 3,877 |       |  |   | 4,038 |      
|Other                                      |       |      | 1,098 |       |  |   | 1,061 |      
|                                           |       |      |       |       |  |   |       |      
|                                           | Total |      | $     | 5,844 |  |   | $     | 6,007 | 
|                                           |       |      |       |       |  |   |       |      



|        |                      
|------- | ---------------------
|Note 5. | Long-Term Obligations

Long-term obligations include the following at
December 31 (In thousands):

|                                                                                                                         |       |      |        |        |  |   |        |        | 
|------------------------------------------------------------------------------------------------------------------------ | ----- | ---- | ------ | ------ |  | - | ------ | ------ | 
|                                                                                                                         |       | 2002 |        | 2001  
|                                                                                                                         |       |      |        |       
|Mortgage loans bearing effective interest at 8.06%                                                                       |       | $    | 30,629 |        |  | $ | 31,223 |       
|Less current maturities                                                                                                  |       |      | 643    |        |  |   | 594    |       
|                                                                                                                         |       |      |        |        |  |   |        |       
|                                                                                                                         | Total |      | $      | 29,986 |  |   | $      | 30,629 | 
|                                                                                                                         |       |      |        |        |  |   |        |       
|Note payable to the General Partner, bearing
    interest at prime plus 1% (5.25% at December 31, 2002) (see
    Note 9) |       | $    | 10,404 |        |  | $ | 9,832  |       
|                                                                                                                         |       |      |        |        |  |   |        |       

On May 27, 1997, existing mortgage loans on
the Hotels were restructured pursuant to the Restructuring
Agreement between The Teacher Retirement System of Texas, the
Partnership, the Hotel Partnerships, St. Francis Corp.
(general partner of the St. Francis Partnership), 909 Corp.
(general partner of the Chicago Partnership) and Westin Realty.

The Restructuring Agreement provided for an
extension of the maturity date for each of the Hotels
existing mortgage loans from August 31, 2001 to
November 30, 2006. The restructuring resulted in a decrease
in the effective interest rate on the mortgage loans from 8.55%
per annum to 8.06% per annum from the date of the Restructuring
Agreement through maturity.

Through November 30, 1999, the restructured
loans required the payment of interest only each quarter in
arrears. From December 1, 1999 to November 30, 2006,
the loans require combined payments of principal and interest
each quarter in arrears, in such amount necessary to repay the
principal balance of each note (together with interest at the
fixed interest rate) on the basis of a 25-year amortization
schedule. Annual payments of principal and interest on the
remaining Michigan Avenue mortgage loan are $3,093,000, payable
quarterly through December 1, 2006, at which time the
remaining outstanding principal balance plus all accrued and
unpaid interest is due and payable. On March 1, 2003, the
Partnership prepaid $5,000,000 on this mortgage

23



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

loan, and has given notice to the lender of the
intention to prepay an additional $5,000,000 of the loan balance
on June 1, 2003.

As required by the Restructuring Agreement,
deposits to the Furniture, Fixtures and Equipment Reserve
Accounts (FF&E Escrow Accounts) for 2002 and
2001 totaled $2,002,000 and $2,958,000, respectively. FF&E
Escrow Accounts are included in other assets in the accompanying
balance sheets. Interest earned on the FF&E Escrow Accounts
was $43,000, $144,000 and $284,000 for the years ended
December 31, 2002, 2001 and 2000, respectively.

As required by the Restructuring Agreement,
$522,000 and $3,657,000 was deposited to tax escrow accounts in
2002 and 2001, respectively. These accounts are used to pay real
and personal property taxes as they become due. The tax escrow
accounts are included in cash and cash equivalents in the
accompanying consolidated balance sheets.

Scheduled principal payments on the mortgage loan
are $643,000 in 2003, $697,000 in 2004, $755,000 in 2005 and
$28,534,000 in 2006, excluding the two $5,000,000 prepayments
discussed above.

For debt based on prime rates, fair value
approximates carrying value due to the variable nature of
interest rates. For fixed rate debt, fair value is determined
based on discounted cash flows for the debt at a rate deemed
reasonable for the type of debt and prevailing market conditions
and, if appropriate, the length to maturity for the debt. The
carrying values of the Partnerships mortgage loan and
subordinated note approximate fair values, due to the interest
rates being based on prime or in line with market rates.



|        |                      
|------- | ---------------------
|Note 6. | Employee Benefit Plan

The Hotel Partnerships participate in 401(k)
plans (the Plans), sponsored by Starwood, an
affiliate of the General Partner. The Plans allow for voluntary
contributions by employees that meet certain age and service
requirements. Each participant may contribute on a pretax basis
between 1% and 18% of his or her compensation to the Plans. The
Plans also contain additional provisions for matching and/or
profit sharing contributions, both of which are based on a
portion of a participants eligible compensation. The
amount of expense for matching contributions totaled $64,000 in
2002, $66,000 in 2001 and $106,000 in 2000.



|        |                 
|------- | ----------------
|Note 7. | Operating Leases

The Hotel rents various property and equipment
under operating leases. Minimum future rents under the operating
leases in effect at December 31, 2002 are $59,000 for 2003,
$17,000 for 2004 and $7,000 for 2005.

Rental expense for operating leases, including
short-term leases, was $89,000, $158,000 and $285,000 for the
years ended December 31, 2002, 2001 and 2000, respectively.

The Hotel also rents restaurant, gift shop and
retail space to third-party vendors under operating leases.
Minimum annual rental income under the operating leases in
effect at December 31, 2002 are as follows (in thousands):

|           |  |   |           | 
|---------- |  | - | --------- | 
|2003       |  | $ | 975,000   | 
|2004       |  | $ | 996,000   | 
|2005       |  | $ | 906,000   | 
|2006       |  | $ | 869,000   | 
|2007       |  | $ | 870,000   | 
|Thereafter |  | $ | 2,268,000 | 

Rental income from operating leases, including
contingent rental income, was $1,923,000, $1,767,000 and
$1,230,000 for the years ended December 31, 2002, 2001 and
2000, respectively.

24



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|        |                              
|------- | -----------------------------
|Note 8. | Commitments and Contingencies

Because of the nature of the hotel business, the
Hotel Partnerships are subject to various claims and legal
actions incidental to the ordinary course of their operations,
including such matters as contract and lease disputes and
complaints alleging personal injury, property damage and
employment discrimination. The General Partner believes that the
outcome of any such pending claims, individually or in the
aggregate, will not have a material adverse effect upon the
business, financial condition or results of operations of the
Partnership.



|        |                           
|------- | --------------------------
|Note 9. | Related Party Transactions

Westin Realty is responsible for the management
and administration of the Partnership. In accordance with the
Partnership Agreement, the Partnership reimburses Westin Realty
for expenses in connection with such services, which totaled
approximately $467,000 in 2002, $725,000 in 2001 and $668,000 in
2000.

Subsidiaries of Starwood, an affiliate of the
General Partner, manage the Michigan Avenue under a long-term
management agreement, which expires in December 2026 and managed
the St. Francis on behalf of the Partnership prior to its sale
on April 26, 2000. Base management fees earned by the
managers were approximately $1,426,000 in 2002, $1,467,000 in
2001 and $3,134,000 in 2000. The managers also earn incentive
management fees of 20% of annual Net Operating Cash Flow, as
defined in the management agreement. Earned incentive management
fees, including the incentive management fees earned prior to
the sale of the St. Francis on April 26, 2000, totaled
approximately $2,700,000 in 2002, $2,507,000 in 2001 and
$2,224,000 in 2000. The portion of the 2000 incentive management
fees earned attributable to the St. Francis of $1,910,000, was
paid from the proceeds of the sale of the St. Francis. Incentive
management fee payments are subordinate to the limited partners
receiving certain preferential returns. The 2002 incentive
management fees as well as approximately $752,000 of previous
years incentive management fees were paid in the first
quarter of 2003. Deferred incentive management fees bear no
interest and are payable from the proceeds of a sale or
refinancing of the Hotel or available Net Cash Flow, as defined.
Determining the fair value of the deferred incentive management
fee liability is not practicable due to uncertainty as to when
the liability will be paid; however, the fair value of the
liability does not exceed the carrying amount.

The Partnership paid marketing fees to Starwood
and affiliates totaling approximately $611,000 in 2002, $629,000
in 2001 and $1,650,000 in 2000. Additionally, the Hotels paid
approximately $1,856,000, $1,852,000 and $6,370,000 in 2002,
2001 and 2000, respectively, to the General Partner for services
provided by the General Partner primarily in connection with
property and workers compensation insurance, systems
support, reservations and advertising.

As disclosed in Note 5, at December 31,
2002, the subordinated loan from Westin Realty to the
Partnership totaled $10,404,000, which includes $5,404,000 of
accrued interest. At December 31, 2001, the balance was
$9,832,000 and included $4,832,000 of accrued interest. Interest
expense on this loan was $572,000, $734,000 and $1,862,000 for
the years ended December 31, 2002, 2001 and 2000,
respectively. Payments on the subordinated loan are due on the
fifteenth anniversary of each advance with the first payment due
in June 2009. Upon the sale of the St. Francis, the portion of
the loan attributable to the St. Francis ($32,900,000) was paid
in full.

In June 2000, the Michigan Avenue transferred the
operations of its restaurant, The Grill on the Alley, to Grill
Concepts of California (Grill Concepts). Starwood
owns 27.4% of the outstanding common stock of Grill Concepts and
has rights to acquire additional shares of Grill Concepts
pursuant to a subscription agreement. An employee of Starwood
also serves on the Board of Directors of Grill Concepts. Rental
revenues from Grill Concepts of $238,000, $242,000 and $175,000
for 2002, 2001 and 2000, respectively, are included in other
operating departments revenue in the accompanying consolidated
financial statements.

25



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                                                    
|-------- | ---------------------------------------------------
|Note 10. | Summarized Quarterly Financial Data
    (Unaudited)

Summarized quarterly financial data is as follows:

|                           |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |        | 
|-------------------------- |  | --------------------------------------- | ------ | ------ |  | ----- | ------ | ------ |  | ----- | ------ |  |  | - | ------ |  |  | - | ------ | 
|                           |  | First                                   |        | Second |  | Third |        | Fourth |  | Total
|                           |  |                                         |        |        |  |       |        |        |  |      
|                           |  |                                        
|                           |  | (In thousands, except per Unit amounts)
|2002                       |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |        | 
|Operating revenues         |  | $                                       | 6,532  |        |  | $     | 11,971 |        |  | $     | 11,289 |  |  | $ | 10,926 |  |  | $ | 40,718 | 
|Operating profit (loss)    |  | $                                       | (2,224 | )      |  | $     | 1,705  |        |  | $     | 1,609  |  |  | $ | 2,936  |  |  | $ | 4,026  | 
|Net income (loss)          |  | $                                       | (2,848 | )      |  | $     | 1,046  |        |  | $     | 949    |  |  | $ | 2,236  |  |  | $ | 1,383  | 
|Net income (loss) per Unit |  | $                                       | (21.00 | )      |  | $     | 7.71   |        |  | $     | 7.00   |  |  | $ | 16.49  |  |  | $ | 10.20  | 
|2001                       |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |        | 
|Operating revenues         |  | $                                       | 7,650  |        |  | $     | 13,129 |        |  | $     | 10,833 |  |  | $ | 10,303 |  |  | $ | 41,915 | 
|Operating profit (loss)    |  | $                                       | (1,739 | )      |  | $     | 2,245  |        |  | $     | 1,232  |  |  | $ | 1,199  |  |  | $ | 2,937  | 
|Net income (loss)          |  | $                                       | (2,246 | )      |  | $     | 1,625  |        |  | $     | 615    |  |  | $ | 565    |  |  | $ | 559    | 
|Net income (loss) per Unit |  | $                                       | (16.56 | )      |  | $     | 11.98  |        |  | $     | 4.54   |  |  | $ | 4.16   |  |  | $ | 4.12   | 

26



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##### Table of Contents






PART III






|         |                                                        
|-------- | -------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant.

The Hotel Partnerships have no directors or
officers. Business policy-making functions of the Hotel
Partnerships are carried out through the directors and officers
of the general partners.

Westin Realtys directors and executive
officers and their current positions are as follows:

|                    |  |                                                                   
|------------------- |  | ------------------------------------------------------------------
|Theodore W. Darnall |  | President, Assistant Secretary and Principal
    Executive Officer
|Alan M. Schnaid     |  | Vice President, Principal Accounting Officer and
    Director     
|Tom Smith           |  | Director                                                          

Theodore W. Darnall and Alan M. Schnaid assumed
their current positions in September 1998. Tom Smith assumed his
current position in October 2001.

Theodore Darnall has been the President of
Starwoods Real Estate Group since August 2002. From July
1999 to August 2002, he was the President of Starwoods
North America Group. From April 1998 to July 1999,
Mr. Darnall was Executive Vice President, North American
Operations for Starwood. Mr. Darnall was also Executive
Vice President and Chief Operating Officer of Starwood Lodging
Corporation (a predecessor Starwood company) between April 1996
and April 1998.

Alan M. Schnaid currently serves as a Vice
President, Principal Accounting Officer and Director.
Mr. Schnaid has been Senior Vice President, Corporate
Controller of Starwood since 1998. Mr. Schnaid has been
with Starwood since August 1994 and has previously served as
Assistant Corporate Controller and Vice President, Corporate
Controller.

Tom Smith currently serves as a Director. He is
Senior Vice President, Portfolio Management, of Starwood.
Mr. Smith has held various positions with Starwood since
July 1998. Before joining Starwood, he was a Managing Director
of CIGNA Real Estate Investment Corporation for eleven years.

The following persons are directors and/or
officers of the general partners of both Hotel Partnerships as
indicated:

|                    |  |                                                                   
|------------------- |  | ------------------------------------------------------------------
|Theodore W. Darnall |  | President, Assistant Secretary and Principal
    Executive Officer
|Alan M. Schnaid     |  | Vice President, Principal Accounting Officer and
    Director     
|Tom Smith           |  | Director                                                          






|         |                        
|-------- | -----------------------
|Item 11. | Executive Compensation.

As noted in Item 10 above, the Hotel
Partnerships have no directors, officers or other employees.
However, under the respective Limited Partnership Agreements for
the Hotel Partnerships, Westin Realty, as General Partner of the
Partnership, is responsible for the administration and
management of the Partnership, and St. Francis Corp. and
909 Corp., as general partners of the Hotel Partnerships, are
responsible for the administration and management of the Hotel
Partnerships. The general partners, however, receive no fees for
providing these services to the Partnership. Moreover, neither
the Partnership nor the Hotel Partnerships are responsible for
the payment of any executive compensation to the officers of the
general partners.






|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management.

Based on information contained in a
Schedule 13D dated April 23, 1999 filed with respect
to the Partnership as of the date of this filing, the
Partnership believes that Kalmia Investors, LLC
(Kalmia) owned 8.9% of the total number of Units of
record. There are no pending Unit transfers to Kalmia as of the
date of this filing.

27



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##### Table of Contents








|         |                                                    
|-------- | ---------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions.

Theodore W. Darnall, Alan M. Schnaid
and Tom Smith serve as officers and/or directors of Westin
Realty and as principal officers of Starwood. The Partnership
has engaged various subsidiaries of Starwood to provide services
to the Hotels. See Note 9 of the Notes to Consolidated
Financial Statements included under Item 8, Financial
Statements and Supplementary Data.






|         |                        
|-------- | -----------------------
|Item 14. | Controls and Procedures

Based on their evaluation, as of a date within
90 days of the filing of this Form 10-K, the
Partnerships Principal Executive Officer and Principal
Accounting Officer have concluded the Partnerships
disclosure controls and procedures (as defined in
Rules 13a-14 and 15d-14 under the Securities Exchange Act
of 1934, as amended) are effective.

There have been no significant changes in
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.




PART IV






|         |                                                                                           
|-------- | ------------------------------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statements, Financial
    Statement Schedules and Reports on Form 8-K.

(a) 1.     Financial
Statements.

The following documents are filed as part of this
report:

|                                                           |  |      |    | 
|---------------------------------------------------------- |  | ---- | -- | 
|Document                                                   |  | Page
|                                                           |  |     
|Report of Independent Accountants                          |  |      | 15 | 
|Consolidated Balance Sheets                                |  |      | 16 | 
|Consolidated Statements of Operations                      |  |      | 17 | 
|Consolidated Statements of Partners Capital
    (Deficit) |  |      | 18 | 
|Consolidated Statements of Cash Flows                      |  |      | 19 | 
|Notes to Consolidated Financial Statements                 |  |      | 20 | 

(a) 2.     Financial
Statement Schedules.

Financial statement schedules are omitted for the
reason that they are not required, are insignificant or because
the required information is shown in the consolidated financial
statements or notes thereto.

(a) 3.     Exhibits.

| |  |    |  |                                                          |  |                                                                                                                                    
| |  | -- |  | -------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
| |  | 4. |  | Instruments defining the rights of security
    holders.
| |  |    |  | 4.1                                                      |  | Amended and Restated Agreement of Limited
    Partnership of Westin Hotels Limited Partnership.(1)                                 
| |  |    |  | 4.2                                                      |  | Amended and Restated Agreement of Limited
    Partnership of The Westin St. Francis Limited
    Partnership.(1)                    
| |  |    |  | 4.3                                                      |  | First Amendment to Amended and Restated Agreement
    of Limited Partnership of The Westin St. Francis Limited
    Partnership. (3)
| |  |    |  | 4.4                                                      |  | Amended and Restated Agreement of Limited
    Partnership of The Westin Chicago Limited
    Partnership.(1)                        
| |  |    |  | 4.5                                                      |  | First Amendment to Amended and Restated Agreement
    of Limited Partnership of The Westin Chicago Limited
    Partnership.(3)     

28



---



##### Table of Contents



| |  |     |  |                      |  |                                                                                                                                                                                                                    
| |  | --- |  | -------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10. |  | Material contracts. 
| |  |     |  | 10.1                 |  | Restructuring Agreement dated as of June 2,
    1994.(3)                                                                                                                                                           
| |  |     |  | 10.2                 |  | Second Restructuring Agreement dated as of
    May 27, 1997. (4)                                                                                                                                                   
| |  |     |  | 10.3                 |  | Amended and Restated Management Agreement between
    The Westin Chicago Limited Partnership and Westin Hotel Company,
    for property management services.(2)                                                    
| |  |     |  | 10.4                 |  | First Amendment to Amended and Restated
    Management Agreement of The Westin Chicago Limited
    Partnership.(3)                                                                                                 
| |  |     |  | 10.5                 |  | Assignment and Assumption of Agreements between
    Westin Hotel Company and 909 North Michigan Avenue
    Corporation.(6)                                                                                         
| |  |     |  | 10.6                 |  | Contribution Agreement between 909 North Michigan
    Avenue Corporation and The Westin Chicago Limited Partnership,
    for contribution of Hotel assets and the transfer of limited
    partnership interests.(2)
| |  |     |  | 10.7                 |  | First Amendment to Deed of Trust, Financing
    Statement, Security Agreement and Fixture Filing dated as of
    June 2, 1994.(3)                                                                                  
| |  |     |  | 10.8                 |  | Second Amendment to Deed of Trust, Financing
    Statement, Security Agreement and Fixture Filing (With
    Assignment of Rents and Leases) dated as of May 27,
    1997.(5)                                       
| |  |     |  | 10.9                 |  | Promissory Note of 909 North Michigan Avenue
    Corporation dated August 21, 1986 to Teacher Retirement
    System of Texas.(1)                                                                                   
| |  |     |  | 10.10                |  | First Amendment to Promissory Note of
    909 North Michigan Avenue Corporation dated as of
    June 2, 1994.(3)                                                                                                   
| |  |     |  | 10.11                |  | Second Amendment to Promissory Note of
    909 North Michigan Avenue Corporation dated as of
    May 27, 1997.(5)                                                                                                  
| |  |     |  | 10.12                |  | Mortgage and Security Agreement dated
    August 21, 1986 for The Westin Hotel, Chicago.(1)                                                                                                                        
| |  |     |  | 10.13                |  | First Amendment to Mortgage and Security
    Agreement dated as of June 2, 1994.(3)                                                                                                                                
| |  |     |  | 10.14                |  | Second Amendment to Mortgage and Security
    Agreement dated as of May 27, 1997.(5)                                                                                                                               
| |  |     |  | 10.15                |  | Chicago FF&E Escrow Agreement dated as of
    June 2, 1994. (3)                                                                                                                                                    
| |  |     |  | 10.16                |  | Promissory Note dated June 2, 1994 in favor
    of Westin Realty Corp. by Westin Hotels Limited
    Partnership.(3)                                                                                                
| |  |     |  | 10.17                |  | Loan Agreement dated as of June 2, 1994
    between Westin Hotels Limited Partnership and Westin Realty
    Corp.(3)                                                                                               
| |  |     |  | 10.18                |  | Second Amendment to Amended and Restated
    Management Agreement of The Westin Chicago Limited
    Partnership.(7)                                                                                                
| |  |     |  | 10.19                |  | Third Amendment to Amended and Restated
    Management Agreement of The Westin Chicago Limited
    Partnership.(9)                                                                                                 
| |  |     |  | 10.20                |  | Purchase and Sale Agreement, dated
    January 18, 2000, between The Westin St. Francis
    Limited Partnership and BRE/St. Francis L.L.C.(8)                                                                      
| |  | 99. |  | Additional exhibits.
| |  |     |  | 99.1                 |  | Certification Pursuant to Section 1350 of
    Chapter 63 of Title 18 of the United States
    Code  Principal Executive Officer(9)                                                                                
| |  |     |  | 99.2                 |  | Certification Pursuant to Section 1350 of
    Chapter 63 of Title 18 of the United States
    Code  Principal Accounting Officer(9)                                                                               



---



|    |                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Exhibits 4.1,
    4.2, 4.3, 10.3, 10.4, 10.5 and 10.6, respectively, to the
    Partnerships 1986 Annual Report on Form 10-K.

29



---



##### Table of Contents





|    |                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference to Exhibits 10.1 and
    10.2, respectively, of the Partnerships Registration
    Statement on Form S-11 (No. 33-3918).                                                                                                 
|   
|(3) | Incorporated by reference to Exhibits 4.3, 4.5,
    10.1, 10.3, 10.6, 10.8, 10.10, 10.12, 10.13, 10.14, 10.15 and
    10.16, respectively, to the Partnerships Quarterly Report
    on Form 10-Q for the quarterly period ended June 30,
    1994.
|   
|(4) | Incorporated by reference to Exhibit 10. to
    the Partnerships Current Report on Form 8-K dated
    May 27, 1997.                                                                                                                               
|   
|(5) | Incorporated by reference to Exhibits 10.8,
    10.11, 10.14 and 10.17, respectively, to the Partnerships
    Quarterly Report on Form 10-Q for the quarterly period
    ended June 30, 1997.                                                     
|   
|(6) | Incorporated by reference to Exhibits 10.5 and
    10.6, respectively, to the Partnerships 1997 Annual Report
    on Form 10-K.                                                                                                                   
|   
|(7) | Incorporated by reference to Exhibits 10.1 and
    10.2, respectively, to the Partnerships Quarterly Report
    on Form 10-Q for the quarterly period ended
    September 30, 1999.                                                               
|   
|(8) | Incorporated by reference to Exhibit 10.1 to
    the Partnerships Current Report on Form 8-K dated
    January 18, 2000.                                                                                                                          
|   
|(9) | Filed herewith.                                                                                                                                                                                                                                    



|    |                     
|--- | --------------------
|(b) | Reports on Form 8-K.

No reports on Form 8-K were filed during the
fourth quarter of 2002.

30



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on March 19, 2003.



| |                                  
| | ---------------------------------
| | WESTIN HOTELS LIMITED PARTNERSHIP
| | (a Delaware limited partnership) 



| |     |                     
| | --- | --------------------
| | By: | WESTIN REALTY CORP.,

| |                         
| | ------------------------
| | Its sole General Partner



| |     |                    
| | --- | -------------------
| | By: | /s/ ALAN M. SCHNAID

| |                
| | ---------------
| |                
| | Alan M. Schnaid
| | Vice President 

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

|                                           |  |                                                                    |  |                |  | 
|------------------------------------------ |  | ------------------------------------------------------------------ |  | -------------- |  | 
|                                           |  |                                                                    |  |               
|Signature                                  |  | Title                                                              |  | Date          
|                                           |  |                                                                    |  |               
|                                          
|/s/ THEODORE W. DARNALLTheodore W. Darnall |  | President, Assistant Secretary and Principal
    Executive Officer |  | March 19, 2003
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and
    Director      |  | March 19, 2003
|                                          
|/s/ TOM SMITHTom Smith                     |  | Director                                                           |  | March 19, 2003

31



---



##### Table of Contents



I, Theodore W. Darnall, certify that:



| |    |                                                                                                                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | I have reviewed this annual report on
    Form 10-K of Westin Hotels Limited Partnership;                                                                                                                                                                                                                                 
|
| | 2. | Based on my knowledge, this report does not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;
|
| | 3. | Based on my knowledge, the financial statements,
    and other financial information included in this report, fairly
    present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this report;                   
|
| | 4. | The registrants other certifying officer
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                      



| |    |                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this report is being prepared;



| |    |                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this report
    (the Evaluation Date); and



| |    |                                                                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c. | presented in this report our conclusions about
    the effectiveness of the disclosure controls and procedures
    based on our evaluation as of the Evaluation Date;



| |    |                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | The registrants other certifying officer
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent functions):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and



| |    |                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and



| |    |                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. | The registrants other certifying officer
    and I have indicated in this report whether or not there were
    significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent to
    the date of our most recent evaluation, including any corrective
    actions with regard to significant deficiencies and material
    weaknesses.

Date: March 19, 2003



| |                                                                  
| | -----------------------------------------------------------------
| | /s/ THEODORE W. DARNALL                                          
| | _______________________________________ 
     Theodore W. Darnall
| | President, Principal Executive Officer                           

32



---



##### Table of Contents



I, Alan M. Schnaid, certify that:



| |    |                                                                                                                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | I have reviewed this annual report on
    Form 10-K of Westin Hotels Limited Partnership;                                                                                                                                                                                                                                 
|
| | 2. | Based on my knowledge, this report does not
    contain any untrue statement of a material fact or omit to state
    a material fact necessary to make the statements made, in light
    of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;
|
| | 3. | Based on my knowledge, the financial statements,
    and other financial information included in this quarterly
    report, fairly present in all material respects the financial
    condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;         
|
| | 4. | The registrants other certifying officer
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                      



| |    |                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this report is being prepared;



| |    |                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this report
    (the Evaluation Date); and



| |    |                                                                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c. | presented in this report our conclusions about
    the effectiveness of the disclosure controls and procedures
    based on our evaluation as of the Evaluation Date;



| |    |                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | The registrants other certifying officer
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of
    registrants board of directors (or persons performing the
    equivalent functions):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and



| |    |                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and



| |    |                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. | The registrants other certifying officer
    and I have indicated in this report whether or not there were
    significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent to
    the date of our most recent evaluation, including any corrective
    actions with regard to significant deficiencies and material
    weaknesses.

Date: March 19, 2003



| |                                                              
| | -------------------------------------------------------------
| | /s/ ALAN M. SCHNAID                                          
| | _______________________________________ 
     Alan M. Schnaid
| | Vice President                                               

33



---



##### Table of Contents



Exhibit Index

| |  |     |  |                                                          |  |                                                                                                                                                                                                                    
| |  | --- |  | -------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4.  |  | Instruments defining the rights of security
    holders.
| |  |     |  | 4.1                                                      |  | Amended and Restated Agreement of Limited
    Partnership of Westin Hotels Limited Partnership.(1)                                                                                                                 
| |  |     |  | 4.2                                                      |  | Amended and Restated Agreement of Limited
    Partnership of The Westin St. Francis Limited
    Partnership.(1)                                                                                                    
| |  |     |  | 4.3                                                      |  | First Amendment to Amended and Restated Agreement
    of Limited Partnership of The Westin St. Francis Limited
    Partnership. (3)                                                                                
| |  |     |  | 4.4                                                      |  | Amended and Restated Agreement of Limited
    Partnership of The Westin Chicago Limited
    Partnership.(1)                                                                                                        
| |  |     |  | 4.5                                                      |  | First Amendment to Amended and Restated Agreement
    of Limited Partnership of The Westin Chicago Limited
    Partnership.(3)                                                                                     
| |  | 10. |  | Material contracts.                                     
| |  |     |  | 10.1                                                     |  | Restructuring Agreement dated as of June 2,
    1994.(3)                                                                                                                                                           
| |  |     |  | 10.2                                                     |  | Second Restructuring Agreement dated as of
    May 27, 1997. (4)                                                                                                                                                   
| |  |     |  | 10.3                                                     |  | Amended and Restated Management Agreement between
    The Westin Chicago Limited Partnership and Westin Hotel Company,
    for property management services.(2)                                                    
| |  |     |  | 10.4                                                     |  | First Amendment to Amended and Restated
    Management Agreement of The Westin Chicago Limited
    Partnership.(3)                                                                                                 
| |  |     |  | 10.5                                                     |  | Assignment and Assumption of Agreements between
    Westin Hotel Company and 909 North Michigan Avenue
    Corporation.(6)                                                                                         
| |  |     |  | 10.6                                                     |  | Contribution Agreement between 909 North Michigan
    Avenue Corporation and The Westin Chicago Limited Partnership,
    for contribution of Hotel assets and the transfer of limited
    partnership interests.(2)
| |  |     |  | 10.7                                                     |  | First Amendment to Deed of Trust, Financing
    Statement, Security Agreement and Fixture Filing dated as of
    June 2, 1994.(3)                                                                                  
| |  |     |  | 10.8                                                     |  | Second Amendment to Deed of Trust, Financing
    Statement, Security Agreement and Fixture Filing (With
    Assignment of Rents and Leases) dated as of May 27,
    1997.(5)                                       
| |  |     |  | 10.9                                                     |  | Promissory Note of 909 North Michigan Avenue
    Corporation dated August 21, 1986 to Teacher Retirement
    System of Texas.(1)                                                                                   
| |  |     |  | 10.10                                                    |  | First Amendment to Promissory Note of
    909 North Michigan Avenue Corporation dated as of
    June 2, 1994.(3)                                                                                                   
| |  |     |  | 10.11                                                    |  | Second Amendment to Promissory Note of
    909 North Michigan Avenue Corporation dated as of
    May 27, 1997.(5)                                                                                                  
| |  |     |  | 10.12                                                    |  | Mortgage and Security Agreement dated
    August 21, 1986 for The Westin Hotel, Chicago.(1)                                                                                                                        
| |  |     |  | 10.13                                                    |  | First Amendment to Mortgage and Security
    Agreement dated as of June 2, 1994.(3)                                                                                                                                
| |  |     |  | 10.14                                                    |  | Second Amendment to Mortgage and Security
    Agreement dated as of May 27, 1997.(5)                                                                                                                               
| |  |     |  | 10.15                                                    |  | Chicago FF&E Escrow Agreement dated as of
    June 2, 1994. (3)                                                                                                                                                    
| |  |     |  | 10.16                                                    |  | Promissory Note dated June 2, 1994 in favor
    of Westin Realty Corp. by Westin Hotels Limited
    Partnership.(3)                                                                                                
| |  |     |  | 10.17                                                    |  | Loan Agreement dated as of June 2, 1994
    between Westin Hotels Limited Partnership and Westin Realty
    Corp.(3)                                                                                               
| |  |     |  | 10.18                                                    |  | Second Amendment to Amended and Restated
    Management Agreement of The Westin Chicago Limited
    Partnership.(7)                                                                                                
| |  |     |  | 10.19                                                    |  | Third Amendment to Amended and Restated
    Management Agreement of The Westin Chicago Limited
    Partnership.(9)                                                                                                 
| |  |     |  | 10.20                                                    |  | Purchase and Sale Agreement, dated
    January 18, 2000, between The Westin St. Francis
    Limited Partnership and BRE/St. Francis L.L.C.(8)                                                                      
| |  | 99. |  | Additional exhibits.                                    
| |  |     |  | 99.1                                                     |  | Certification Pursuant to Section 1350 of
    Chapter 63 of Title 18 of the United States
    Code  Principal Executive Officer(9)                                                                                
| |  |     |  | 99.2                                                     |  | Certification Pursuant to Section 1350 of
    Chapter 63 of Title 18 of the United States
    Code  Principal Accounting Officer(9)                                                                               



---



|    |                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Exhibits 4.1,
    4.2, 4.3, 10.3, 10.4, 10.5 and 10.6, respectively, to the
    Partnerships 1986 Annual Report on Form 10-K.                                                                                        
|   
|(2) | Incorporated by reference to Exhibits 10.1 and
    10.2, respectively, of the Partnerships Registration
    Statement on Form S-11 (No. 33-3918).                                                                                                 
|   
|(3) | Incorporated by reference to Exhibits 4.3, 4.5,
    10.1, 10.3, 10.6, 10.8, 10.10, 10.12, 10.13, 10.14, 10.15 and
    10.16, respectively, to the Partnerships Quarterly Report
    on Form 10-Q for the quarterly period ended June 30,
    1994.
|   
|(4) | Incorporated by reference to Exhibit 10. to
    the Partnerships Current Report on Form 8-K dated
    May 27, 1997.                                                                                                                               
|   
|(5) | Incorporated by reference to Exhibits 10.8,
    10.11, 10.14 and 10.17, respectively, to the Partnerships
    Quarterly Report on Form 10-Q for the quarterly period
    ended June 30, 1997.                                                     
|   
|(6) | Incorporated by reference to Exhibits 10.5 and
    10.6, respectively, to the Partnerships 1997 Annual Report
    on Form 10-K.                                                                                                                   
|   
|(7) | Incorporated by reference to Exhibits 10.1 and
    10.2, respectively, to the Partnerships Quarterly Report
    on Form 10-Q for the quarterly period ended
    September 30, 1999.                                                               
|   
|(8) | Incorporated by reference to Exhibit 10.1 to
    the Partnerships Current Report on Form 8-K dated
    January 18, 2000.                                                                                                                          
|   
|(9) | Filed herewith.