##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 11-K
 þ
    
    Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required)
 For the Fiscal Year Ended December 31, 2010
 OR
 o
    
    Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required)
 For the Transition Period from  to
 Commission File Number: 1-7959
 STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
  Starwood Hotels & Resorts Worldwide, Inc.
1111 Westchester Avenue
White Plains, NY 10604




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##### 



STARWOOD HOTELS & RESORTS WORLDWIDE, INC .  SAVINGS AND RETIREMENT PLAN
 FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
   PagesREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    2FINANCIAL STATEMENTSStatements of Net Assets Available for Benefits
    
    3Statement of Changes in Net Assets Available for Benefits
    
    4Notes to Financial Statements
    
    5 - 11SUPPLEMENTAL SCHEDULESchedule H, Line 4(i)  Schedule of Assets (Held at End of Year)
    
    12SIGNATURE
    
    13EXHIBIT
INDEX
    
    14EX-23.1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       
 -2-




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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
  2010
    
    
    2009Assets:lnvestments at fair value
    
    $
    763,275,556
    
    
    $
    647,198,037Receivables:Participant contributions
    
    
    1,131,338
    
    
    
    1,143,253Employer contributions
    
    
    1,862,949
    
    
    
    1,927,901Notes receivable from participants
    
    
    35,579,059
    
    
    
    32,545,450Other receivables
    
    
    
    
    
    
    158,564Accrued investment income
    
    
    84
    
    
    
    321,444Total receivables
    
    
    38,573,430
    
    
    
    36,096,612Total assets
    
    
    801,848,986
    
    
    
    683,294,649Liabilities:Accrued expenses
    
    
    74,052
    
    
    
    57,148Total liabilities
    
    
    74,052
    
    
    
    57,148Net assets available for benefits
    
    $
    801,774,934
    
    
    $
    683,237,501
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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 
 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
  Additions to net assets attributed to:Investment income:Net appreciation in fair value of investments
    
    $
    88,920,449Dividends and interest
    
    
    9,863,933Total investment income
    
    
    98,784,382Interest income on notes receivable from participants
    
    
    1,754,916Contributions:Participants
    
    
    64,839,616Participant rollovers
    
    
    2,032,335Employer
    
    
    30,448,461Total contributions
    
    
    97,320,412Total additions
    
    
    197,859,710Deductions from net assets attributed to:Benefits paid to participants
    
    
    75,593,068Investment and administrative expenses
    
    
    4,120,539Total deductions
    
    
    79,713,607Net increase in net assets before plan asset transfers
    
    
    118,146,103Assets transferred from other plans, net
    
    
    391,330Increase in net assets
    
    
    118,537,433Net assets available for benefits, beginning of year
    
    
    683,237,501Net assets available for benefits, end of year
    
    $
    801,774,934
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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 
 NOTES TO FINANCIAL STATEMENTS
  (1)
    
    Description of the PlanThe following description of the Starwood Hotels & Resorts Worldwide, Inc. Savings and
Retirement Plan (the Plan) provides only general information. Participants should refer to
the Plan document for a more complete description of the Plans provisions.Starwood Hotels & Resorts Worldwide, Inc. (Starwood or the Company) sponsors the Plan
administered by the Starwood Global Benefits Committee (the Plan Administrator). The Plan was
originally established effective April 1, 1997.GeneralThe Plan is a defined contribution plan that qualifies under Section 401(a) of the Internal
Revenue Code (IRC), subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Plan provides for employee pretax and matching employer
contributions in accordance with Section 401(k) and 401(m) of the IRC. The Plans assets are
held in trust (Trust) pursuant to a trust agreement with the Company and State Street Bank
and Trust Company (State Street).EligibilityCompany employees become eligible to participate in the Plan when they are 21 years of age
and have completed a three-month period of service. The Company does not begin to match
contributions until the participant has completed one year of service as defined by the Plan.ContributionsPlan participants may elect to make pretax contributions as a percentage of compensation up
to 50% of compensation on a pre-tax basis, subject to the Internal
Revenue Service limitation of $16,500 per year.
The Company makes a matching contribution in an amount equal to 100% of the initial pretax
contributions up to 1% of eligible compensation and 50% of the pretax contributions between
2% and 7% of the participants eligible compensation. Participants direct the investment of
their contributions and the Companys matching contribution into various investment options
offered by the Plan.Participants who are age 50 or older by the end of the applicable Plan year and have
contributed the maximum pretax contributions allowable by the Plan during the Plan year may
make an additional pretax catch-up contribution. The catch-up contribution
is subject to the Internal Revenue Service limitation of $5,500 per
year.VestingParticipants are immediately vested in their voluntary contributions and earnings thereon.
Participants become 100% vested in the Companys contributions and earnings thereon after two
years of service.Rollover contributions and distributionsParticipants entering the Plan may roll over contributions from a trust, individual
retirement account (IRA) or individual retirement annuity qualified under the IRC no later
than the 60th day following the day on which the individual receives the
distribution. Participants leaving the Plan may request rollover distributions to the
qualified plan of another employer, an IRA account or to an insurance company IRA annuity.
The Plan automatically does a rollover distribution to a qualified IRA for account balances
between $1,000 and $5,000 if a participant does not take a distribution or rollover to
another account.
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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 NOTES TO FINANCIAL STATEMENTS
  (1)
    
    Description of the Plan (continued)Participants accountsSeparate accounts are maintained with respect to Plan participants pretax contributions,
employer matching contributions, and rollover contributions. Each participants account is
credited with the appropriate contributions and allowance of investment earnings and losses
and charged with Plan investment expenses. Allocations of Plan earnings/losses and expenses
are based on the proportion of each participants account balance to the total of all account
balances for each investment type.Notes receivable from participantsParticipants may borrow from the vested portion of their accounts. The minimum loan amount
is $1,000, restricted to 50% of the participants vested account balance. The maximum amount
a participant may borrow is equal to the lesser of $50,000 or 50% of their vested account
balance, reduced by any outstanding loan balance. A participant may have no more than two
loans outstanding at one time. The repayment period may not exceed five years from the date
of the loan, unless the loan proceeds are used to acquire the participants principal
residence. The loans are collateralized by the balance in the participants account and bear
interest at a fixed rate equal to the prime interest rate as of the first business day of the
month when the loan was issued, plus 1%.Payment of benefitsParticipants are eligible for distribution of vested benefits upon retirement, death,
disability or termination of employment. Participants may elect to receive a lump-sum amount
or, subject to certain conditions, equal monthly or annual installments over a period not
greater than 20 years. Participants may also elect to defer distributions subject to certain
conditions.Withdrawals of a participants vested benefits are also permitted upon attainment of age
59-1/2 or, subject to Plan provisions, as a hardship distribution.ForfeituresForfeitures of nonvested Company contributions are applied to reduce future Company
contributions. Unallocated forfeited nonvested accounts totaled $35,534 and $210,207 at
December 31, 2010 and 2009, respectively. During 2010, forfeited nonvested accounts reduced
Company contributions by $586,538.Administrative expensesAdministrative expenses, including investment management and recordkeeping fees, are paid
from Plan assets, except to the extent the Company pays such expenses. For the year ended
December 31, 2010, substantially all administrative expenses were paid by the Plan. Loan
processing fees are deducted from the accounts of participants who have requested loans.Termination of the PlanAlthough it has not expressed any intent to do so, the Company has the right under the Plan
agreement to suspend, reduce, or partially or completely discontinue its contributions at any
time and to terminate the Plan, the trust agreement, and the trust thereunder, subject to the
provisions of ERISA. In the event of Plan termination, partial termination or complete
discontinuance of contributions, participants become fully vested in the Company
contributions. Additionally, any forfeitures that have not been used to reduce Company
contributions to the Plan as of the termination will be credited pro rata to the accounts of
all participants in accordance with Plan provisions.
 -6-




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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 NOTES TO FINANCIAL STATEMENTS
  (2)
    
    Summary of Significant Accounting PoliciesBasis of presentationThe Financial Accounting Standards Board (FASB) sets U.S. generally accepted accounting
principles (GAAP) to ensure consistent reporting. References to GAAP issued by the FASB in
the accompanying footnotes are to the FASB Accounting Standards Codification (FASB ASC).The accompanying financial statements have been prepared on the accrual basis of accounting.
Accordingly, income is recognized when earned and expenses are recorded when incurred.Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.Use of estimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires the Plan Administrator to make estimates and assumptions that affect the
reported amount of assets, liabilities and net assets and the reported amount of additions to
and deductions from net assets. Actual results could differ from those estimates.Concentration of credit risk and market riskThe Plan provides for various investment fund options which in turn invest in any combination
of stocks, bonds and other investment securities. Investment securities are exposed to
various risks, such as interest rate, market and credit risks. The Plans risk of credit
loss is limited to the carrying value of the investments. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect participants account balances and
the amounts reported in the statements of net assets available for benefits and the statement
of changes in net assets available for benefits.Subsequent eventsPlan management has evaluated subsequent events through the date the Plan financial
statements were available to be issued.Fair value measurementsFASB ASC 820, Fair Value Measurements and Disclosures,establishes a common definition for
fair value to be applied to U.S. generally accepted accounting principles requiring the use
of fair value, establishes a framework for measuring fair value, and expands disclosures
about such fair value measurements. It also establishes a hierarchy for ranking the quality
and reliability of the information used to determine fair values by requiring that assets and
liabilities carried at fair value be classified and disclosed in one of the following three
categories:
 Level 1
    
    Quoted prices in active markets for identical assets or
liabilities.Level 2
    
    Inputs other than Level 1 that are observable, either directly
or indirectly, such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the
assets or liabilities.Level 3
    
    Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or liabilities.
 -7-




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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 NOTES TO FINANCIAL STATEMENTS
  (2)
    
    Summary of Significant Accounting Policies (continued)Fair value measurements (continued)The assets fair value measurement level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value measurement. Valuation
techniques used should maximize the use of observable inputs and minimize the use of
unobservable inputs.Following is a description of the valuation methodologies used for assets measured at fair
value.Money Market Fund: Valued at cost, which approximates fair value.Collective Trusts: Valued by the trustee based on the fair value of the underlying securities
within the fund.Mutual Funds: Valued using quoted market prices in active markets.Starwood Common Stock: Valued using quoted market prices in active markets.The methods described above may produce a fair value calculation that may not be indicative
of net realizable value or reflective of future fair value. Furthermore, while the Plan
believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain
financial instruments could result in different fair value measurement at the reporting date.Adopted accounting standardsNotes receivable from participants are measured at their unpaid principal balance plus
accrued interest. The Plan adopted Accounting Standards Update No. 2010-25, Reporting Loans
to Participants by Defined Contribution Pension Plans, in its December 31, 2010 financial
statements and accordingly has presented notes receivable from participants separately from
investments. Net assets available for benefits were not affected by the adoption of this
update.Benefits paid to participantsBenefits paid to participants are recorded in the period in which they are paid.Assets transferred from other plans, netAssets transferred from or to other plans represent transfers of participant account balances
whenever a participant changes employment between the Company and a nonaffiliate of Starwood
who has elected to adopt the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement
Plan as a mirror plan.
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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 NOTES TO FINANCIAL STATEMENTS
  (3)
    
    Fair Value MeasurementsThe following table sets forth by level, within the fair value hierarchy, the Plans assets
at fair value as of December 31, 2010:
 Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMoney Market Fund
    
    $
    
    
    
    $
    1,165,436
    
    
    $
    
    
    
    $
    1,165,436Collective Trusts
    
    
    
    
    
    
    151,382,773
    
    
    
    
    
    
    
    151,382,773Mutual FundsShort-term
    
    
    166,356,017
    
    
    
    
    
    
    
    
    
    
    
    166,356,017Bond
    
    
    72,546,618
    
    
    
    
    
    
    
    
    
    
    
    72,546,618Large-Cap Stocks
    
    
    86,144,865
    
    
    
    
    
    
    
    
    
    
    
    86,144,865Large and Mid-Cap Stocks
    
    
    75,643,628
    
    
    
    
    
    
    
    
    
    
    
    75,643,628Mid-Cap Stocks
    
    
    26,604,872
    
    
    
    
    
    
    
    
    
    
    
    26,604,872Mid and Small-Cap Stocks
    
    
    11,249,522
    
    
    
    
    
    
    
    
    
    
    
    11,249,522Foreign Stocks
    
    
    85,820,439
    
    
    
    
    
    
    
    
    
    
    
    85,820,439Total Mutual Funds
    
    
    524,365,961
    
    
    
    
    
    
    
    
    
    
    
    524,365,961Starwood Common Stock
    
    
    86,361,386
    
    
    
    
    
    
    
    
    
    
    
    86,361,386Total Assets at Fair Value
    
    $
    610,727,347
    
    
    $
    152,548,209
    
    
    $
    
    
    
    $
    763,275,556
 The following table sets forth by level, within the fair value hierarchy, the Plans assets
at fair value as of December 31, 2009:
 Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMoney Market Fund
    
    $
    
    
    
    $
    798,516
    
    
    $
    
    
    
    $
    798,516Collective Trusts
    
    
    
    
    
    
    115,062,123
    
    
    
    
    
    
    
    115,062,123Mutual FundsShort-term
    
    
    172,321,717
    
    
    
    
    
    
    
    
    
    
    
    172,321,717Bond
    
    
    59,319,211
    
    
    
    
    
    
    
    
    
    
    
    59,319,211Large-Cap Stocks
    
    
    71,641,119
    
    
    
    
    
    
    
    
    
    
    
    71,641,119Large and Mid-Cap Stocks
    
    
    67,185,980
    
    
    
    
    
    
    
    
    
    
    
    67,185,980Mid-Cap Stocks
    
    
    20,022,088
    
    
    
    
    
    
    
    
    
    
    
    20,022,088Mid and Small-Cap Stocks
    
    
    3,576,679
    
    
    
    
    
    
    
    
    
    
    
    3,576,679Foreign Stocks
    
    
    78,629,936
    
    
    
    
    
    
    
    
    
    
    
    78,629,936Total Mutual Funds
    
    
    472,696,730
    
    
    
    
    
    
    
    
    
    
    
    472,696,730Starwood Common Stock
    
    
    58,640,668
    
    
    
    
    
    
    
    
    
    
    
    58,640,668Total Assets at Fair Value
    
    $
    531,337,398
    
    
    $
    115,860,639
    
    
    $
    
    
    
    $
    647,198,037
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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 NOTES TO FINANCIAL STATEMENTS
  (4)
    
    InvestmentsThe following investments, along with their respective percentage of net assets available for
benefits, represent 5% or more of the Plans net assets available for benefits at December
31:
 2010
    
    
    2009Vanguard Prime Money Market Fund
    
    $
    166,356,017
    
    
    
    21
    %
    
    $
    172,321,717
    
    
    
    25
    %Starwood Common Stock
    
    
    86,361,386
    
    
    
    11
    
    
    
    58,640,668
    
    
    
    9Vanguard Institutional Index Fund
    
    
    86,144,865
    
    
    
    11
    
    
    
    71,641,119
    
    
    
    10Fidelity Diversified International Fund
    
    
    85,820,439
    
    
    
    11
    
    
    
    78,629,936
    
    
    
    12PIMCO Total Return Admin. Fund
    
    
    72,546,618
    
    
    
    9
    
    
    
    59,319,211
    
    
    
    9Wells Fargo Advantage Capital Growth Fund
    
    
    61,791,282
    
    
    
    8
    
    
    
    55,373,703
    
    
    
    8BlackRock LifePath 2040
    
    
    48,516,678
    
    
    
    6
    
    
    
    *
    
    
    
    *BlackRock LifePath 2030
    
    
    45,800,989
    
    
    
    6
    
    
    
    35,334,804
    
    
    
    5
 
 *
    
    Investment balance is less than 5% of the Plans net assets. The Plans investments (including gains and losses on investments purchased and sold, as well
as held during the year) appreciated in value as follows for the year ended December 31,
2010:
 Collective Trusts
    
    $
    17,749,564Mutual Funds
    
    
    33,585,357Starwood Common Stock
    
    
    37,585,528$
    88,920,449
 (5)
    
    Tax StatusThe Plan received a favorable determination letter from the IRS dated October 8, 2003. The
determination letter was applicable for amendments adopted by the Plan through January 8,
2002. Subsequent to this determination by the IRS, the Plan was further amended. Effective
January 1, 2006, the Plan was restated to adopt all prior amendments to the Plan. Subsequent
to the Plan restatement, the Plan was further amended. Although the Plan has been amended
and restated since receiving the determination letter, the Plan Administrator believes that
the Plan is designed and operated in compliance with the applicable requirements of the IRC
and that the Plan was qualified and the related trust was tax-exempt as of December 31, 2010.(6)
    
    Party-in-Interest TransactionsCertain Plan investments are held in funds managed by State Street; therefore, these
transactions qualify as party-in-interest transactions. In addition, certain Plan
investments are in Starwood common stock, qualifying these transactions as party-in-interest transactions.
Fees incurred by the Plan for the investment management services
amounted to $372,072 for the year ended December 31, 2010. In addition, fees paid to the
Plans recordkeeper amounted to $3,591,505 for the year ended December 31, 2010.
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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
 NOTES TO FINANCIAL STATEMENTS
  (6)
    
    Party-in-Interest Transactions (continued)The Company also charges the Trust for an allocation of certain administrative costs. The
Company is the Trust sponsor; therefore, these transactions qualify as party-in-interest
transactions. Total costs charged to the Trust were $156,962 for the year ended December 31,
2010.(7)
    
    Reconciliation of Financial Statements to Form 5500The following is a reconciliation of the net assets available for benefits from the financial
statements to the Form 5500 at December 31,:
 2010
    
    
    2009Net assets available for benefits per financial statements
    
    $
    801,774,934
    
    
    $
    683,237,501Amounts allocated to withdrawing participants
    
    
    (538,426
    )
    
    
    (600,840
    )Net assets available for benefits per Form 5500
    
    $
    801,236,508
    
    
    $
    682,636,661
 The following is a reconciliation of benefits paid to participants as reported in the
financial statements for the year ended December 31, 2010 to Form 5500:
 Benefits paid to participants per the financial statements
    
    $
    75,593,068Amounts allocated to withdrawing participants at
December 31, 2009
    
    
    (600,840
    )Amounts allocated to withdrawing participants at
December 31, 2010
    
    
    538,426Benefits paid to participants per the Form 5500
    
    $
    75,530,654
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##### Table of Contents



STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
SAVINGS AND RETIREMENT PLAN
EIN #52-1193298
Plan #001
 Schedule H, Line 4(i)  Schedule of Assets (Held at End of Year)
  Description of investmentincluding maturity date,Identity of issuer, borrower,
    
    rate of interest, collateral,lessor, or similar party
    
    par or maturity value
    
    
    Current valueMoney Market Fund*   State Street Short Term Investment Fund
    
    1,165,436 units
    
    $
    1,165,436Collective TrustsBlackRock LifePath Retirement
    
    1,545,068 units
    
    
    18,807,926BlackRock LifePath 2020
    
    3,117,862 units
    
    
    36,017,431BlackRock LifePath 2030
    
    4,057,256 units
    
    
    45,800,989BlackRock LifePath 2040
    
    4,360,014 units
    
    
    48,516,678BlackRock LifePath 2050
    
    187,138 units
    
    
    2,239,749Total Collective Trusts
    
    
    
    
    
    
    151,382,773Mutual FundsVanguard Prime Money Market Fund
    
    12,659,800 units
    
    
    166,356,017Vanguard Institutional Index Fund
    
    1,848,176 units
    
    
    86,144,865PIMCO Total Return Admin. Fund
    
    2,592,562 units
    
    
    72,546,618Dreyfus Premiere Structured Mid-Cap Fund
    
    2,808,175 units
    
    
    26,604,872Veracity Small Cap Value Fund
    
    1,062,850 units
    
    
    11,249,522John Hancock Classic Value Fund
    
    2,037,437 units
    
    
    13,852,346Wells Fargo Advantage Capital Growth Fund
    
    6,506,717 units
    
    
    61,791,282Fidelity Diversified International Fund
    
    821,847 units
    
    
    85,820,439Total Mutual Funds
    
    
    
    
    
    
    524,365,961*   Starwood Common Stock
    
    1,418,479 shares
    
    
    86,361,386Participant Loans
    
    Secured by vested benefits;
maturity dates through May
2022; interest rates 4.25% - 9.5%
    
    
    35,579,059Total Assets (held at end of year)
    
    
    
    
    
    $
    798,854,615
 
 *
    
    Represents a party-in-interest  -12-




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##### Table of Contents



SIGNATURE
  STARWOOD HOTELS & RESORTS WORLDWIDE, INC. 
SAVINGS AND RETIREMENT PLANBy:
    /s/ Alan SchnaidAlan SchnaidStarwood Hotels & Resorts Worldwide, Inc.
Global Benefits Committee Member  -13-




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EXHIBIT INDEX
  ExhibitNumber
    
    Description of Exhibit23.1
    
    Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm
 -14-