##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          to   Commission File Number: 1-7959
 STARWOOD HOTELS & RESORTS
    WORLDWIDE, INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland (State or other
    jurisdiction
    of incorporation or organization)
  52-1193298 (I.R.S. employer
    identification no.)
  1111 Westchester Avenue
    White Plains, NY 10604 (Address of principal
    executive
    offices, including zip code)
  (914)
    640-8100 (Registrants
    telephone number,
    including area code)
  Securities Registered Pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

New York Stock Exchange  Securities Registered Pursuant
    to Section 12(g) of the Act:
    None
  þ o
  o þ
  Note:
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
        Document
    Incorporated by Reference:
  Document

Where IncorporatedProxy Statement


Part III (Items 10, 11, 12, 13 and 14
)




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##### 





TABLE OF
    CONTENTS
   
 PagePART IForward-Looking Statements


1Item 1.


Business


1Item 1A.


Risk Factors


5Item 1B.


Unresolved Staff Comments


14Item 2.


Properties


14Item 3.


Legal Proceedings


20PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


21Item 6.


Selected Financial Data


23Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


38Item 8.


Financial Statements and Supplementary Data


40Item 9.


Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure


40Item 9A.


Controls and Procedures


40Item 9B.


Other Information


42PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


42Item 11.


Executive Compensation.


42Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


42Item 13.


Certain Relationships and Related Transactions
    and Director Independence


42Item 14.


Principal Accountant Fees and Services


42PART IVItem 15.


Exhibits, Financial Statement Schedules


42EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I Forward-Looking
    Statements    Item 1.
    Business  General
    St.
    Regis®
  The Luxury
    Collection®
  W® ®
 1




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##### Table of Contents



Westin® ® ® tm ® sm
  Le
    Méridien®
  Sheraton® sm face-to-face webcam-to-webcam.
  Four
    Points® Great Hotels. Great Rates. Best Brews
  Aloft® on-the-road Style at a Steal.
  Element(SM) Space to live your life
       2




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##### Table of Contents



14 stand-alone,
      Number ofProperties


RoomsManaged and unconsolidated joint venture hotels


463



159,200Franchised hotels


502



121,400Owned
    hotels(a)


62



21,100Vacation ownership resorts and stand-alone properties


14



7,000Total properties


1,041



308,700     (a)
    
    Includes wholly owned, majority owned and leased hotels.  Number ofProperties


RoomsNorth America (and Caribbean)


551



175,800Europe, Africa and the Middle East


247



61,300Asia Pacific


181



58,500Latin America


62



13,100Total properties


1,041



308,700      3




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##### Table of Contents



(914) 640-8100.
    Competition
      Environmental
    Matters
    and/or
   4




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Seasonality
    and Diversification
    Comparability
    of Owned Hotel Results
    Employees
  U.S.-based
  Where
    You Can Find More Information
  http://www.sec.gov. http://www.starwoodhotels.com/
    corporate/investor
    relations.html (212) 656-5060. (914) 640-8165.
  Item 1A.
    Risk
    Factors.  Risks
    Relating to Hotel, Resort, Vacation Ownership and Residential
    Operations
  We Are Subject to All the Operating Risks Common to the
    Hotel and Vacation Ownership and Residential
    Industries.
  
    changes in general economic conditions, including the severity
    and duration of downturns in the US and global economies;
    impact of war and terrorist activity (including threatened
    terrorist activity) and heightened travel security measures
    instituted in response thereto;
    domestic and international political and geopolitical conditions; 5




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
    travelers fears of exposures to contagious diseases;
    decreases in the demand for transient rooms and related lodging
    services, including a reduction in business travel as a result
    of general economic conditions;
    decreases in demand or increases in supply for vacation
    ownership interests;
    the impact of internet intermediaries on pricing and our
    increasing reliance on technology;
    cyclical over-building in the hotel and vacation ownership
    industries;
    restrictive changes in zoning and similar land use laws and
    regulations or in health, safety and environmental laws, rules
    and regulations and other governmental and regulatory action;
    changes in travel patterns;
    changes in operating costs including, but not limited to,
    energy, labor costs (including the impact of unionization), food
    costs, workers compensation and health-care related costs,
    insurance and unanticipated costs such as acts of nature and
    their consequences;
    the costs and administrative burdens associated with compliance
    with applicable laws and regulations, including, among others,
    franchising, timeshare, privacy, licensing, labor and
    employment, and regulations under the Office of Foreign Assets
    Control and the Foreign Corrupt Practices Act;
    disputes with owners of properties, including condominium
    hotels, franchisees and homeowner associations which may result
    in litigation;
    the availability and cost of capital to allow us and potential
    hotel owners and franchisees to fund construction, renovations
    and investments;
    foreign exchange fluctuations;
    the financial condition of third-party owners, project
    developers and franchisees, which may impact our ability to
    recover indemnity payments that may be owed to us and their
    ability to fund amounts required under development, management
    and franchise agreements and in most cases our recourse is
    limited to the equity value said party has in the property;
    the financial condition of the airline industry and the impact
    on air travel; and
    regulation or taxation of carbon dioxide emissions by airlines
    and other forms of transportation.      The Recent Recession in the Lodging Industry and the
    Global Economy Generally Will Continue to Impact Our Financial
    Results and Growth.
 6




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Our Revenues, Profits, or Market Share Could Be Harmed If
    We Are Unable to Compete Effectively.
    Our Businesses Are Capital
    Intensive.
    Any Failure to Protect our Trademarks Could Have a
    Negative Impact on the Value of Our Brand Names and Adversely
    Affect Our Business.
 7




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Our Dependence on Hotel and Resort Development Exposes Us
    to Timing, Budgeting and Other Risks.
  
    construction delays or cost overruns that may increase project
    costs;
    receipt of zoning, occupancy and other required governmental
    permits and authorizations;
    development costs incurred for projects that are not pursued to
    completion;
    so-called acts of God such as earthquakes, hurricanes, floods or
    fires that could adversely impact a project;
    defects in design or construction that may result in additional
    costs to remedy or require all or a portion of a property to be
    closed during the period required to rectify the situation;
    ability to raise capital; and
    governmental restrictions on the nature or size of a project or
    timing of completion.    International Operations Are Subject to Unique Political
    and Monetary Risks. non-U.S. earnings. non-U.S. entities
  Our Current Growth Strategy is Heavily Dependent on Growth
    in International Markets.
  Third Party Internet Reservation Channels May Negatively
    Impact Our Bookings. ® ® ® ®
 8




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A Failure to Keep Pace with Developments in Technology
    Could Impair Our Operations or Competitive
    Position.
  Significant Owners of Our Properties May Concentrate
    Risks.
  Our Real Estate Investments Subject Us to Numerous
    Risks. and/or
  We May Be Subject to Environmental
    Liabilities.
 9




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and/or
  Risks
    Relating to Operations in Syria
  U.S.-origin
  Risks
    Relating to Debt Financing
  Our Debt Service Obligations May Adversely Affect our Cash
    Flow. and/or
  We Have Little Control Over the Availability of Funds
    Needed to Fund New Investments and Maintain Existing
    Hotels.
 10




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Volatility in the Credit Markets Will Continue to
    Adversely Impact Our Ability to Sell the Loans That Our Vacation
    Ownership Business Generates.
  Risks
    Relating to So-Called Acts of God, Terrorist Activity and
    War
  and/or
  Risks
    Related to Pandemic Diseases
    Our
    Insurance Policies May Not Cover All Potential Losses
  sub-limits Sub-limits sub-limits sub-limits and/or sub-limits, sub-limits
  and/or
 11




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Our
    Acquisitions/Dispositions and Investments in New Brands May
    Ultimately Not Prove Successful and We May Not Realize
    Anticipated Benefits
        Investing
    Through Partnerships or Joint Ventures Decreases Our Ability to
    Manage Risk
    Our
    Vacation Ownership Business is Subject to Extensive Regulation
    and Risk of Default
   12




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Risks
    Related to Privacy Initiatives
  and/or
  Risks
    Related to Our Ability to Manage Growth
      Tax
    Risks
  Evolving Government Regulation Could Impose Taxes or
    Other Burdens on Our Business.
   13




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Risks
    Relating to Ownership of Our Shares
  Our Board of Directors May Issue Preferred Stock and
    Establish the Preferences and Rights of Such Preferred
    Stock.
  Our Board of Directors May Implement Anti-Takeover Devices
    and Our Charter and Bylaws Contain Provisions which May Prevent
    Takeovers.
  Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.        Hotels,VOI and
    Residential(a)Properties


RoomsSt. Regis and Luxury Collection


97



19,400W


38



11,200Westin


181



71,200Le Méridien


100



26,700Sheraton


401



141,500Four Points


158



27,400Aloft


46



6,800Independent / Other


20



4,500Total


1,041



308,700  14




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##### Table of Contents



(a)
    
    Includes vacation ownership properties of which 14 are
    stand-alone, eight are mixed-use and one is an unconsolidated
    joint venture totaling rooms of 7,000.  Hotel
    Business
  Managed and Franchised Hotels.
  Managed Hotels.
  United States


33.1
%Asia Pacific


26.2
%Middle East and Africa


17.4
%Europe


15.6
%Americas (Latin America, Caribbean & Canada)


7.7
%Total


100.0
%     Brand Franchising and Licensing.
 15




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##### Table of Contents



United States


63.9
%Europe


12.2
%Americas (Latin America, Caribbean & Canada)


13.4
%Asia Pacific


9.6
%Middle East and Africa


0.9
%Total


100.0
%     Owned, Leased and Consolidated Joint Venture
    Hotels.
    Top Five
    Domestic Markets in the United States as a % of Total Owned
    Revenues for the Year Ended December 31, 2010 with
    Comparable Data for
    2009(1)
  2010


2009Metropolitan Area

Revenues


RevenuesNew York, NY


12.7
%


14.2
%Hawaii


6.2
%


6.3
%Phoenix, AZ


5.0
%


5.1
%Boston, MA


4.4
%


4.4
%Chicago, IL


4.3
%


3.9
%  16




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##### Table of Contents



Top Five
    International Markets as a % of Total Owned
    Revenues for the Year Ended December 31, 2010 with
    Comparable Data for
    2009(1)
  2010


2009Country

Revenues


RevenuesCanada


10.8
%


9.3
%Italy


7.0
%


7.5
%Spain


5.5
%


2.8
%Mexico


4.1
%


4.7
%Australia


4.1
%


5.3
%     (1)
    
    Includes the revenues of hotels sold for the period prior to
    their sale.    Hotel

Location

RoomsU.S. Hotels:The St. Regis Hotel, New York


New York, NY



229St. Regis Hotel, San Francisco


San Francisco, CA



260The Phoenician


Scottsdale, AZ



643W New York  Times Square


New York, NY



509W Chicago Lakeshore


Chicago, IL



520W Los Angeles Westwood


Los Angeles, CA



258W Chicago City Center


Chicago, IL



368W New Orleans


New Orleans, LA



423W New Orleans, French Quarter


New Orleans, LA



87W Atlanta


Atlanta, GA



275The Westin Maui Resort & Spa


Maui, HI



759The Westin Peachtree Plaza, Atlanta


Atlanta, GA



1,068The Westin Gaslamp San Diego


San Diego, CA



450The Westin San Francisco Airport


San Francisco, CA



397The Westin St. John Resort & Villas


St. John, Virgin Islands



175Sheraton Kauai Resort


Kauai, HI



394Sheraton Steamboat Springs Resort


Steamboat Springs, CO



206Sheraton Suites Philadelphia Airport


Philadelphia, PA



251Aloft Lexington


Lexington, MA



136Aloft Philadelphia Airport


Philadelphia, PA



136Element Lexington


Lexington, MA



123Four Points by Sheraton Philadelphia Airport


Philadelphia, PA



177Four Points by Sheraton Tucson University Plaza


Tucson, AZ



150The Boston Park Plaza Hotel & Towers


Boston, MA



941The Manhattan at Times Square


New York, NY



665Tremont Hotel


Chicago, IL



135Clarion Hotel


San Francisco, CA



251 17




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Hotel

Location

RoomsCove Haven Resort


Scranton, PA



276Pocono Palace Resort


Scranton, PA



189Paradise Stream Resort


Scranton, PA



143International Hotels:St. Regis Grand Hotel, Rome


Rome, Italy



161St. Regis Osaka


Tokyo, Japan



160Grand Hotel


Florence, Italy



107Hotel Gritti Palace


Venice, Italy



91Park Tower


Buenos Aires, Argentina



180Hotel Alfonso XIII


Seville, Spain



147Hotel Imperial


Vienna, Austria



138Hotel Bristol, Vienna


Vienna, Austria



140Hotel Goldener Hirsch


Salzburg, Austria



69Hotel Maria Cristina


San Sebastian, Spain



136W Barcelona


Barcelona, Spain



473The Westin Excelsior, Rome


Rome, Italy



316The Westin Resort & Spa, Los Cabos


Los Cabos, Mexico



243The Westin Resort & Spa, Puerto Vallarta


Puerto Vallarta, Mexico



280The Westin Excelsior, Florence


Florence, Italy



171The Westin Resort & Spa Cancun


Cancun, Mexico



379The Westin Denarau Island Resort


Nadi, Fiji



273The Westin Dublin Hotel


Dublin, Ireland



163Sheraton Centre Toronto Hotel


Toronto, Canada



1,377Sheraton On The Park


Sydney, Australia



557Sheraton Rio Hotel & Resort


Rio de Janeiro, Brazil



559Sheraton Diana Majestic Hotel


Milan, Italy



106Sheraton Ambassador Hotel


Monterrey, Mexico



229Sheraton Lima Hotel & Convention Center


Lima, Peru



431Sheraton Santa Maria de El Paular


Rascafria, Spain



44Sheraton Fiji Resort


Nadi, Fiji



264Sheraton Buenos Aires Hotel & Convention Center


Buenos Aires, Argentina



739Sheraton Maria Isabel Hotel & Towers


Mexico City, Mexico



755Sheraton Gateway Hotel in Toronto International Airport


Toronto, Canada



474Le Centre Sheraton Montreal Hotel


Montreal, Canada



825Sheraton Paris Airport Hotel & Conference Centre


Paris, France



252The Park Lane Hotel, London


London, England



303  18




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##### Table of Contents



(1) period-over-period
  year-to-year
  Year EndedDecember 31,2010

2009

VarianceWorldwide(54 hotels with approximately 19,000 rooms)REVPAR

$
136.27


$
122.57



11.2
%ADR

$
196.62


$
191.60



2.6
%Occupancy


69.3
%


64.0
%


5.3North America(28 hotels with approximately 12,000 rooms)REVPAR

$
141.02


$
126.41



11.6
%ADR

$
192.97


$
184.26



4.7
%Occupancy


73.1
%


68.6
%


4.5International(26 hotels with approximately 7,000 rooms)REVPAR

$
129.05


$
116.74



10.5
%ADR

$
202.99


$
205.04



(1.0
)%Occupancy


63.6
%


56.9
%


6.7     (1)
    
    REVPAR is calculated by dividing room revenue, which is derived
    from rooms and suites rented or leased, by total room nights
    available for a given period. REVPAR may not be comparable to
    similarly titled measures such as revenues.    year-to-year
  Year EndedDecember 31,2010

2009

VarianceWorldwideREVPAR

$
106.57


$
97.45



9.4
%ADR

$
160.00


$
158.51



0.9
%Occupancy


66.6
%


61.5
%


5.1North AmericaREVPAR

$
99.81


$
92.17



8.3
%ADR

$
147.99


$
147.29



0.5
%Occupancy


67.4
%


62.6
%


4.8InternationalREVPAR

$
115.90


$
104.75



10.6
%ADR

$
177.08


$
174.68



1.4
%Occupancy


65.5
%


60.0
%


5.5  19




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##### Table of Contents



Vacation
    Ownership and Residential Business
          Item 3.
    Legal
    Proceedings.   20




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      High

Low2010Fourth quarter

$
62.72


$
52.16Third quarter

$
54.25


$
39.60Second quarter

$
56.65


$
41.28First quarter

$
47.52


$
33.152009Fourth quarter

$
37.55


$
27.66Third quarter

$
34.78


$
18.49Second quarter

$
26.68


$
12.12First quarter

$
23.78


$
8.99   Approximate
    Number of Equity Security Holders
    Dividends
    DividendsDeclared2010Annual dividend

$
0.30(a
)2009Annual dividend

$
0.20(b
)     (a)
    
    The Corporation declared a dividend in the fourth quarter of
    2010 to shareholders of record on December 16, 2010, which
    was paid in December 2010.(b)
    
    The Corporation declared a dividend in the fourth quarter of
    2009 to shareholders of record on December 31, 2009, which
    was paid in January 2010.  Conversion
    of Securities; Sale of Unregistered Securities
    Issuer
    Purchases of Equity Securities
   21




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STOCK
    RETURN PERFORMANCE AND CUMULATIVE TOTAL RETURN
    
  12/31/05


12/31/06


12/31/07


12/31/08


12/31/09


12/31/10Starwood



100.00




122.72




88.22




37.67




77.38




129.24S&P 500



100.00




115.78




122.14




76.96




97.33




112.01S&P 500 Hotel



100.00




114.60




100.35




51.89




80.87




123.94  22




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2010

2009

2008

2007

2006(In millions, except per share data)Income Statement DataRevenues

$
5,071


$
4,696


$
5,754


$
5,999


$
5,840Operating income

$
600


$
26


$
610


$
841


$
824Income (loss) from continuing
    operations(b)

$
310


$
(1
)

$
249


$
532


$
1,105Diluted earnings per share from continuing operations

$
1.63


$
0.00


$
1.34


$
2.52


$
4.96Operating DataCash from operating activities

$
764


$
571


$
646


$
884


$
500Cash from (used for) investing activities

$
(71
)

$
116


$
(172
)

$
(215
)

$
1,402Cash used for financing activities

$
(26
)

$
(993
)

$
(243
)

$
(712
)

$
(2,635
)Aggregate cash distributions paid

$
93


$
165


$
172


$
90


$
276Cash distributions and dividends declared per Share

$
0.30


$
0.20


$
0.90


$
0.90


$
0.84
(a)     (a)
    
    In connection with the Host Transaction, in February and March
    2006, the Trust declared distributions totaling $0.42 per
    Corporation Share. In December 2006, the Corporation declared a
    dividend of $0.42 per Corporation Share.(b)
    
    Amounts represent income from continuing operations attributable
    to Starwood Shares (i.e. excluding non-controlling interests).  At December 31,2010

2009

2008

2007

2006(In millions)Balance Sheet DataTotal assets

$
9,776


$
8,761


$
9,703


$
9,622


$
9,280Long-term debt, net of current maturities and including
    exchangeable units and Class B preferred shares

$
3,215


$
2,955


$
3,502


$
3,590


$
1,827   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.     23




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##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES
    Revenue Recognition.
  
    Owned, Leased and Consolidated Joint Ventures 
    Represents revenue primarily derived from hotel operations,
    including the rental of rooms and food and beverage sales from
    owned, leased or consolidated joint venture hotels and resorts.
    Revenue is recognized when rooms are occupied and services have
    been rendered. These revenues are impacted by global economic
    conditions affecting the travel and hospitality industry as well
    as relative market share of the local competitive set of hotels.
    REVPAR is a leading indicator of revenue trends at owned, leased
    and consolidated joint venture hotels as it measures the
    period-over-period
    growth in rooms revenue for comparable properties.
    Vacation Ownership and Residential  We recognize
    revenue from VOI sales and financings and the sales of
    residential units which are typically a component of mixed use
    projects that include a hotel. Such revenues are impacted by the
    state of the global economies and, in particular, the
    U.S. economy, as well as interest rate and other economic
    conditions affecting the lending market. Revenue is generally
    recognized upon the buyer demonstrating a sufficient level of
    initial and continuing investment, the period of cancellation
    with refund has expired and receivables are deemed collectible.
    We determine the portion of revenues to recognize for sales
    accounted for under the percentage of completion method based on
    judgments and estimates including total project costs to
    complete. Additionally, we record reserves against these
    revenues based on expected default levels. Changes in costs
    could lead to adjustments to the percentage of completion status
    of a project, which may result in differences in the timing and
    amount of revenues recognized from the projects. We have also
    entered into licensing agreements with third-party developers to
    offer consumers branded condominiums or residences. Our fees
    from these agreements are generally based on the gross sales
    revenue of units sold. Residential fee revenue is recorded in
    the period that a purchase and sales agreement exists, delivery
    of services and obligations has occurred, the fee to the owner
    is deemed fixed and determinable and collectability of the fees
    is reasonably assured.
    Management and Franchise Revenues  Represents fees
    earned on hotels managed worldwide, usually under long-term
    contracts, franchise fees received in connection with the
    franchise of our Sheraton, Westin, Four Points by Sheraton, Le
    Méridien and Luxury Collection brand names, termination
    fees and the amortization of deferred gains related to sold
    properties for which we have significant continuing involvement.
    Management fees are comprised of a base fee, which is generally
    based on a percentage of gross revenues, and an incentive fee,
    which is generally based on the propertys profitability.
    For any time during the year, when the provisions of our
    management contracts allow receipt of incentive fees upon
    termination, incentive fees are recognized for the fees due and
    earned as if the contract was terminated at that date, exclusive
    of any termination fees due or payable. Therefore, during
    periods prior to year-end, the incentive fees recorded may not
    be indicative of the eventual incentive fees that will be
    recognized at year-end as conditions and incentive hurdle
    calculations may not be final. Franchise fees are generally
    based on a percentage of hotel room revenues. As with hotel
    revenues discussed above, these revenue sources are affected by
    conditions impacting the travel and hospitality industry as well
    as competition from other hotel management and franchise
    companies.
    Revenues from Managed and Franchised Properties 
    These revenues represent reimbursements of costs incurred on
    behalf of managed hotel properties and franchisees. These costs
    relate primarily to payroll costs at managed properties where we
    are the employer. Since the reimbursements are made based upon
    the costs incurred with no added margin, these revenues and
    corresponding expenses have no effect on our operating income
    and our net income. 24




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##### Table of Contents



Goodwill and Intangible
    Assets.
  Frequent Guest Program.
        Long-Lived Assets.
  Loan Loss Reserves.
   25




---



##### Table of Contents



Assets Held for Sale. break-up
  Legal Contingencies.
  Income Taxes. Income Taxes.
 26




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##### Table of Contents



RESULTS
    OF OPERATIONS
      2009-16 2009-17
  2009-16 2009-17.
  
    Vacation ownership and residential sales and services
    Interest expense  Year
    Ended December 31, 2010 Compared with Year Ended
    December 31, 2009
  Continuing
    Operations
  Increase /


PercentageYear Ended


Year Ended


(Decrease)


ChangeDecember 31,


December 31,


from Prior


from Prior2010


2009


Year


YearOwned, Leased and Consolidated Joint Venture Hotels

$
1,704


$
1,584


$
120



7.6
%Management Fees, Franchise Fees and Other Income


712



658



54



8.2
%Vacation Ownership and Residential


538



523



15



2.9
%Other Revenues from Managed and Franchise
    Properties


2,117



1,931



186



9.6
%Total Revenues

$
5,071


$
4,696


$
375



8.0
%    27




---



##### Table of Contents



2009-17.
    Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearSelling, General, Administrative and Other

$
344


$
314


$
30



9.6
%     Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearRestructuring, Goodwill Impairment and Other Special
    Charges (Credits), Net

$
(75
)

$
379


$
454



n/m    28




---



##### Table of Contents



Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearDepreciation and Amortization

$
285


$
309


$
(24
)


7.8
%     Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearOperating Income

$
600


$
26


$
574



n/m     Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearEquity Earnings (Losses) and Gains and Losses from
    Unconsolidated Ventures, Net

$
10


$
(4
)

$
14



n/m   mark-to-market
  Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearNet Interest Expense

$
236


$
227


$
9



4.0
%   No. 2009-17,
  29




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##### Table of Contents



Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearLoss on Asset Dispositions and Impairments, Net

$
(39
)

$
(91
)

$
52



n/m       Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2010

2009

Year

YearIncome Tax (Benefit) Expense

$
27


$
(293
)

$
320



n/m     Discontinued
    Operations, Net of Tax
     30




---



##### Table of Contents



Year
    Ended December 31, 2009 Compared with Year Ended
    December 31, 2008
  Continuing
    Operations
  Increase/


PercentageYear Ended


Year Ended


(Decrease)


ChangeDecember 31,


December 31,


from Prior


from Prior2009


2008


Year


YearOwned, Leased and Consolidated Joint Venture Hotels

$
1,584


$
2,212


$
(628
)


(28.4
)%Management Fees, Franchise Fees and Other Income


658



751



(93
)


(12.4
)%Vacation Ownership and Residential


523



749



(226
)


(30.2
)%Other Revenues from Managed and Franchise
    Properties


1,931



2,042



(111
)


(5.4
)%Total Revenues

$
4,696


$
5,754


$
(1,058
)


(18.4
)%          31




---



##### Table of Contents



Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearSelling, General, Administrative and Other

$
314


$
377


$
(63
)


(16.7
)%     Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearRestructuring, Goodwill Impairment and Other Special
    Charges, Net

$
379


$
141


$
238



n/m         Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearDepreciation and Amortization

$
309


$
313


$
(4
)


(1.3
)%     Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearOperating Income

$
26


$
610


$
(584
)


n/m    32




---



##### Table of Contents



Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearEquity (Losses) Earnings and Gains and Losses from
    Unconsolidated Ventures, Net

$
(4
)

$
16


$
(20
)


n/m   mark-to-market
  Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearNet Interest Expense

$
227


$
207


$
20



9.7
%     Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearLoss on Asset Dispositions and Impairments, Net

$
(91
)

$
(98
)

$
(7
)


(7.1
)%       Increase/

PercentageYear Ended

Year Ended

(Decrease)

ChangeDecember 31,

December 31,

from Prior

from Prior2009

2008

Year

YearIncome Tax (Benefit) Expense

$
(293
)

$
72


$
(365
)


n/m   stepped-up
 33




---



##### Table of Contents



Discontinued
    Operations, Net of Tax
      LIQUIDITY
    AND CAPITAL RESOURCES
  Cash From
    Operating Activities
      day-to-day
      
    We securitized vacation ownership receivables resulting in
    proceeds of approximately $180 million.
    We sold assets that resulted in cash proceeds of approximately
    $150 million.
    We received a tax refund from the IRS of $245 million (see
    Note 15).
    We received proceeds of $75 million as a result of the
    favorable settlement of a lawsuit. 34




---



##### Table of Contents



Cash From
    Investing Activities
    Maintenance Capital
    Expenditures(1):Owned, Leased and Consolidated Joint Venture Hotels

$
106Corporate and information technology


42Subtotal


148Vacation Ownership and Residential Capital
    Expenditures(2):Net capital expenditures for inventory (excluding St. Regis Bal
    Harbour)


(34
)Capital expenditures for inventory  St. Regis Bal
    Harbour


146Subtotal


112Development Capital


117Total Capital Expenditures

$
377     (1)
    
    Maintenance capital expenditures include improvements, renewals
    and extraordinary repairs that extend the useful life of the
    asset.(2)
    
    Represents gross inventory capital expenditures of $168 less
    cost of sales of $56.           35




---



##### Table of Contents



Cash Used
    for Financing Activities
    AmountOutstanding at


Interest Rate atDecember 31,


December 31,


Average2010(a)


2010


Maturity(Dollars in millions)





(In years)Floating Rate DebtRevolving Credit Facilities

$








2.8Mortgages and Other


41



5.99
%


2.3Interest Rate Swaps


500



4.83
%Total/Average

$
541



4.92
%


2.3Fixed Rate DebtSenior Notes

$
2,698



7.26
%


4.1Mortgages and Other


118



7.56
%


7.2Interest Rate Swaps


(500
)


7.06
%Total/Average

$
2,316



7.31
%


4.2Total DebtTotal Debt and Average Terms

$
2,857



6.86
%


4.2     (a)
    
    Excludes approximately $434 million of our share of
    unconsolidated joint venture debt and securitized vacation
    ownership debt of $494 million, all of which is
    non-recourse.      Nos.  2009-16 2009-17,
   36




---



##### Table of Contents



2009-16 2009-17
          Due in Less


Due in


Due in


Due AfterTotal


Than 1 Year


1-3 Years


3-5 Years


5 YearsDebt(2)

$
2,855


$
9


$
1,210


$
951


$
685Interest payable


890



208



322



204



156Capital lease
    obligations(3)


2















2Operating lease
    obligations(4)


1,345



96



161



149



939Unconditional purchase
    obligations(5)


225



69



124



28



4Other long-term obligations


3



2



1







Total contractual obligations

$
5,320


$
384


$
1,818


$
1,332


$
1,786     (1)
    
    The table below excludes unrecognized tax benefits that would
    require cash outlays for $341 million, the timing of which
    is uncertain. Refer to Note 15 of the consolidated
    financial statements for additional discussion on this matter.
    In addition, the table excludes amounts related to the
    construction of our St. Regis Bal Harbour project that has a
    total project cost of $750 million, of which
    $532 million has been paid through December 31, 2010.(2)
    
    Excludes securitized debt of $494 million, all of which is
    non-recourse.(3)
    
    Excludes sublease income of $2 million.(4)
    
    Excludes sublease income of $13 million.(5)
    
    Included in these balances are commitments that may be
    reimbursed or satisfied by our managed and franchised properties. 37




---



##### Table of Contents



Less Than





AfterTotal

1 Year

1-3 Years

3-5 Years

5 YearsStandby letters of credit

$
159


$
144


$
12


$



$
3       Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.        
    Forward contracts to hedge forecasted transactions for
    management and franchise fee revenues earned in foreign
    currencies. The aggregate dollar equivalent of the notional
    amounts was approximately $37 million, and they expire in
    2011.
    Forward foreign exchange contracts to manage the foreign
    currency exposure related to certain intercompany loans not
    deemed to be permanently invested. The aggregate dollar
    equivalent of the notional amounts of the forward contracts was
    approximately $759 million and they expire in 2011. 38




---



##### Table of Contents



Total FairExpected Maturity or Transaction Date



Total at

Value atAt December 31,



December 31,

December 31,2011

2012

2013

2014

2015

Thereafter

2010

2010LiabilitiesFixed rate

$
8


$
415


$
306


$
444


$
456


$
687


$
2,316


$
2,588Average interest rate


























7.31
%Floating rate

$
1


$
238


$
251


$
50


$
1


$



$
541


$
541Average interest rate


























4.92
%Forward Foreign Exchange Hedge Contracts:Fixed (EUR) to Fixed (USD)

$
31


$



$



$



$



$



$



$
Average Exchange rate


























1.33Fixed (JPY) to Fixed (USD)

$
6


$



$



$



$



$



$



$
Average Exchange rate


























.01Forward Foreign Exchange Contracts:Fixed (EUR) to Fixed (USD)

$
110


$



$



$



$



$



$
1


$
1Average Exchange rate


























1.33Fixed (CLP) to Fixed (USD)

$
52


$



$



$



$



$



$
(1
)

$
(1
)Average Exchange rate


























.00Fixed (THB) to Fixed (USD)

$
13


$



$



$



$



$



$



$
Average Exchange rate


























.03Fixed (JPY) to Fixed (USD)

$
60


$



$



$



$



$



$
(1
)

$
(1
)Average Exchange rate


























.01Fixed (CAD) to Fixed (USD)

$
358


$



$



$



$



$



$
(5
)

$
(5
)Average Exchange rate


























1.00Fixed (AUD) to Fixed (USD)

$
29


$



$



$



$



$



$
(1
)

$
(1
)Average Exchange rate


























.99Fixed (AUD) to Fixed (EUR)

$
63


$



$



$



$



$



$
(1
)

$
(1
)Fixed (GBP) to Fixed (EUR)

$
56


$



$



$



$



$



$
(1
)

$
(1
)Fixed (JPY) to Fixed (THB)

$
18


$



$



$



$



$



$



$
  39




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rules 13(a)-15(e)
  Rules 13(a)-15(e)
  Managements
    Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    Provide reasonable assurance that the transactions are recorded
    as necessary to permit the preparation of financial statements
    in accordance with GAAP, and the receipts and expenditures of
    the Company are being made only in accordance with
    authorizations of management and directors of the
    Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.      Form 10-K,
 40




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                
    41




---



##### Table of Contents



Changes
    in Internal Controls
    Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.    Item 15.
    Exhibits,
    Financial Statement Schedules.    1-2.
    The financial statements and financial statement schedule listed
    in the Index to Financial Statements and Schedule following the
    signature pages hereof.   42




---



##### Table of Contents



ExhibitNumber

Description of Exhibit2
.1

Formation Agreement, dated as of November 11, 1994, among the
    Company, Starwood Capital and the Starwood Partners
    (incorporated by reference to Exhibit 2 to the Companys
    Current Report on Form 8-K filed with the SEC on November 16,
    1994).  (The SEC file number of all filings made by the Company
    pursuant to the Securities Exchange Act of 1934, as amended, and
    referenced herein is 1-7959).2
.2

Form of Amendment No. 1 to Formation Agreement, dated as of July
    1995, among the Company and the Starwood Partners (incorporated
    by reference to Exhibit 10.23 to the Companys Registration
    Statement on Form S-2 filed with the SEC on June 29, 1995
    (Registration Nos. 33-59155 and 33-59155-01)).2
.3

Master Agreement and Plan of Merger, dated as of November 14,
    2005, among Host Marriott Corporation, Host Marriott, L.P.,
    Horizon Supernova Merger Sub, L.L.C., Horizon SLT Merger Sub,
    L.P., Starwood Hotels & Resorts Worldwide, Inc., Starwood
    Hotels & Resorts, Sheraton Holding Corporation and SLT
    Realty Limited Partnership (the Merger Agreement)
    (incorporated by reference to Exhibit 10.1 to the Companys
    Current Report on Form 8-K filed with the SEC on November 14,
    2005).2
.4

Amendment Agreement, dated as of March 24, 2006, to the Merger
    Agreement (incorporated by reference to Exhibit 2.1 of the Joint
    Current Report on Form 8-K filed with the SEC on March 29, 2006).3
.1

Articles of Amendment and Restatement of the Company, as of May
    30, 2007 (incorporated by reference to Appendix A to the
    Companys 2007 Notice of Annual Meeting and Proxy
    Statement).3
.2

Amended and Restated Bylaws of the Company, as amended and
    restated through April 10, 2006 (incorporated by reference to
    Exhibit 3.2 to the Companys Current Report on Form 8-K
    filed with the SEC on April 13, 2006 (the April 13 Form
    8-K).3
.3

Amendment to Amended and Restated Bylaws of the Company, dated
    as of March 13, 2008 (incorporated by reference to Exhibit 3.1
    to the Companys Current Report on Form 8-K filed with the
    SEC on March 18, 2008).4
.1

Termination Agreement dated as of April 7, 2006 between the
    Company and the Trust (incorporated by reference to Exhibit 4.1
    of the April 13 Form 8-K).4
.2

Amended and Restated Rights Agreement, dated as of April 7,
    2006, between the Company and American Stock Transfer and Trust
    Company, as Rights Agent (which includes the form of Amended and
    Restated Articles Supplementary of the Series A Junior
    Participating Preferred Stock as Exhibit A, the form of Rights
    Certificate as Exhibit B and the Summary of Rights to Purchase
    Preferred Stock as Exhibit C) (incorporated by reference to
    Exhibit 4.2 of the April 13 Form 8-K).4
.3

Amended and Restated Indenture, dated as of November 15, 1995,
    as Amended and Restated as of December 15, 1995 between ITT
    Corporation (formerly known as ITT Destinations, Inc.) and the
    First National Bank of Chicago, as trustee (incorporated by
    reference to Exhibit 4.A.IV to the First Amendment to ITT
    Corporations Registration Statement on Form S-3 filed with
    the SEC on November 13, 1996).4
.4

First Indenture Supplement, dated as of December 31, 1998, among
    ITT Corporation, the Company and The Bank of New York
    (incorporated by reference to Exhibit 4.1 to the Companys
    Current Report on Form 8-K filed with the SEC on January 8,
    1999).4
.5

Second Indenture Supplement, dated as of April 9, 2006, among
    the Company, Sheraton Holding Corporation and Bank of New York
    Trust Company, N.A., as trustee (incorporated by reference to
    Exhibit 4.3 to the April 13 Form 8-K).4
.6

Indenture, dated as of April 19, 2002, among the Company, the
    guarantor parties named therein and U.S. Bank National
    Association, as trustee (incorporated by reference to Exhibit
    4.1 to the Companys and Sheraton Holding
    Corporations Joint Registration Statement on Form S-4
    filed with the SEC on November 19, 2002).4
.7

Indenture, dated as of September 13, 2007, between the Company
    and the U.S. Bank National Association, as trustee (incorporated
    by reference to Exhibit 4.1 to the Companys Current Report
    on Form 8-K filed with the SEC on September 17, 2007 (the
    September 17 Form 8-K)).4
.8

Supplemental Indenture, dated as of September 13, 2007, between
    the Company and the U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.2 to the September 17
    Form 8-K). 43




---



##### Table of Contents



ExhibitNumber

Description of Exhibit4
.9

Supplemental Indenture No. 2, dated as of May 23, 2008, between
    the Company and U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.1 to the Companys
    Current Report on Form 8-K filed with the SEC on May 28, 2008).4
.10

Supplemental Indenture No. 3, dated as of May 7, 2009, between
    the Company and the U.S. Bank National Association, as trustee
    (incorporated by reference to Exhibit 4.1 to the Companys
    Current Report on Form 8-K filed with the SEC on May 12, 2009).4
.11

Supplemental Indenture No. 4, dated as of November 20, 2009,
    between the Company and the U.S. Bank National Association, as
    trustee (incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on Form 8-K filed with the SEC on
    November 23, 2009).The registrant hereby agrees to file with the Commission a copy
    of any instrument, including indentures, defining the rights of
    long-term debt holders of the registrant and its consolidated
    subsidiaries upon the request of the Commission.10
.1

Third Amended and Restated Limited Partnership Agreement for
    Operating Partnership, dated January 6, 1999, among the Company
    and the limited partners of Operating Partnership (incorporated
    by reference to Exhibit 10.2 to the Companys Annual Report
    on Form 10-K405 for the fiscal year ended December 31,
    1998).10
.2

Form of Trademark License Agreement, dated as of December 10,
    1997, between Starwood Capital and the Company (incorporated by
    reference to Exhibit 10.22 to the Companys Annual Report
    on Form 10-K for the fiscal year ended December 31, 1997).10
.3

Credit Agreement, dated as of April 20, 2010, among the Company,
    certain additional Dollar Revolving Loan Borrowers, certain
    additional Alternate Currency Revolving Loan Borrowers, various
    Lenders, Deutsche Bank AG New York Branch, as Administrative
    Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Deutsche
    Bank Securities Inc., J.P. Morgan Securities Inc. and Banc
    of America Securities LLC, as Lead Arrangers and Book Running
    Managers, (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed with the SEC on
    April 22, 2010).10
.4

Starwood Hotels & Resorts Worldwide, Inc. 1999 Long-Term
    Incentive Compensation Plan (the 1999 LTIP)
    (incorporated by reference to Exhibit 10.4 to the Companys
    Quarterly Report on Form 10-Q for the quarterly period ended
    June 30, 1999).*10
.5

First Amendment to the 1999 LTIP, dated as of August 1, 2001
    (incorporated by reference to Exhibit 10.1 to the Companys
    Quarterly Report on Form 10-Q for the quarterly period ended
    September 30, 2001).*10
.6

Second Amendment to the 1999 LTIP (incorporated by reference to
    Exhibit 10.2 to the 2003 10-Q1). *10
.7

Form of Non-Qualified Stock Option Agreement pursuant to the
    1999 LTIP (incorporated by reference to Exhibit 10.30 to the
    2004 Form 10-K).*10
.8

Form of Restricted Stock Agreement pursuant to the 1999 LTIP
    (incorporated by reference to Exhibit 10.31 to the 2004 Form
    10-K).*10
.9

Starwood Hotels & Resorts Worldwide, Inc. 2002 Long-Term
    Incentive Compensation Plan (the 2002 LTIP)
    (incorporated by reference to Annex B of the Companys 2002
    Proxy Statement).*10
.10

First Amendment to the 2002 LTIP (incorporated by reference to
    Exhibit 10.1 to the 2003 10-Q1).*10
.11

Form of Non-Qualified Stock Option Agreement pursuant to the
    2002 LTIP (incorporated by reference to Exhibit 10.49 to the
    2002 Form 10-K filed on February 28, 2003 (the 2002
    10-K)).*10
.12

Form of Restricted Stock Agreement pursuant to the 2002 LTIP
    (incorporated by reference to Exhibit 10.35 to the 2004
    Form 10-K).*10
.13

2004 Long-Term Incentive Compensation Plan, amended and restated
    as of December 31, 2008 (2004 LTIP) (incorporated by
    reference to Exhibit 10.3 to the Companys Current Report
    on Form 8-K filed with the SEC on January 6, 2009 (the
    January 2009 8-K)).*10
.14

Form of Non-Qualified Stock Option Agreement pursuant to the
    2004 LTIP (incorporated by reference to Exhibit 10.4 to the 2004
    Form 10-Q2).*10
.15

Form of Restricted Stock Agreement pursuant to the 2004 LTIP
    (incorporated by reference to Exhibit 10.38 to the 2004 Form
    10-K).* 44




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.16

Form of Non-Qualified Stock Option Agreement pursuant to the
    2004 LTIP (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on Form 8-K filed February 13,
    2006 (the February 2006 Form 8-K)).*10
.17

Form of Restricted Stock Agreement pursuant to the 2004 LTIP
    (incorporated by reference to Exhibit 10.1 to the February 2006
    Form 8-K).*10
.18

Form of Amended and Restated Non-Qualified Stock Option
    Agreement pursuant to the 2004 LTIP (incorporated by reference
    to Exhibit 10.1 to the Companys Quarterly Report on Form
    10-Q for the period ended June 30, 2006 (the 2006 Form
    10-Q2)).*10
.19

Form of Amended and Restated Restricted Stock Agreement pursuant
    to the 2004 LTIP (incorporated by reference to Exhibit 10.2 to
    the 2006 Form 10-Q2).*10
.20

Annual Incentive Plan for Certain Executives, amended and
    restated as of December 2008 (incorporated by reference to
    Exhibit 10.2 to the January 2009 8-K).*10
.21

Starwood Hotels & Resorts Worldwide, Inc. Amended and
    Restated Deferred Compensation Plan, effective as of January 22,
    2008 (incorporate by reference to Exhibit 10.35 to the
    Companys Annual Report on Form 10-K for the fiscal year
    ended December 31, 2007).*10
.22

Form of Indemnification Agreement between the Company and each
    of its Directors and executive officers (incorporated by
    reference to Exhibit 10.10 to the Companys Current Report
    on Form 8-K filed with the SEC on November 25, 2009).*10
.23

Employment Agreement, dated as of November 13, 2003, between the
    Company and Vasant Prabhu (incorporated by reference to Exhibit
    10.68 to the 2003 10-K).*10
.24

Letter Agreement, dated August 14, 2007, between the Company and
    Vasant Prabhu (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on Form 8-K filed with the SEC on
    August 17, 2007 (the August 17 Form 8-K)).*10
.25

Amendment, dated as of December 30, 2008, to employment
    agreement between the Company and Vasant Prabhu (incorporated by
    reference to Exhibit 10.34 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 (the 2008
    Form 10-K).*10
.26

Employment Agreement, dated as of November 13, 2003, between the
    Company and Kenneth Siegel (incorporated by reference to Exhibit
    10.57 to the Companys Annual Report on Form 10-K for the
    fiscal year ended December 31, 2000 (the 2000 Form
    10-K)).*10
.27

Letter Agreement, dated July 22, 2004 between the Company and
    Kenneth Siegel (incorporated by reference to Exhibit 10.73 to
    the 2004 Form 10-K).*10
.28

Letter Agreement, dated August 14, 2007, between the Company and
    Kenneth S. Siegel (incorporated by reference to Exhibit 10.1 to
    the August 17 Form 8-K).*10
.29

Amendment, dated as of December 30, 2008, to employment
    agreement between the Company and Kenneth S. Siegel
    (incorporated by reference to Exhibit 10.43 to the 2008
    Form 10-K).*10
.30

Employment Agreement, dated as of August 2, 2007, between the
    Company and Bruce W. Duncan (incorporated by reference to
    Exhibit 10.5 to the Companys quarterly report on Form 10-Q
    for the quarterly period ended June 30, 2007).*10
.31

Form of Restricted Stock Unit Agreement between the Company and
    Bruce W. Duncan pursuant to the 2004 LTIP (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly Report
    on Form 10-Q for the quarterly period ended March 31,
    2007).*10
.32

Amended and Restated Employment Agreement, dated as of December
    30, 2008, between the Company and Frits van Paasschen
    (incorporated by reference to Exhibit 10.52 to the 2008
    Form 10-K).*10
.33

Form of Non-Qualified Stock Option Agreement between the Company
    and Frits van Paasschen pursuant to the 2004 LTIP (incorporated
    by reference to Exhibit 10.5 to the Companys Quarterly
    Report on Form 10-Q for the quarterly period ended
    September 30, 2007 (the 2007 Form 10-Q3)).*10
.34

Form of Restricted Stock Unit Agreement between the Company and
    Frits van Paasschen pursuant to the 2004 LTIP (incorporated by
    reference to Exhibit 10.6 to the 2007 Form 10-Q3).*10
.35

Form of Restricted Stock Grant between the Company and Frits van
    Paasschen pursuant to the 2004 LTIP (incorporated by reference
    to Exhibit 10.7 to the 2007 Form 10-Q3). * 45




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.57

Form of Severance Agreement between the Company and each of
    Messrs. Siegel and Prabhu (incorporated by reference to
    Exhibit 10.57 to the 2008 Form 10-K).*12
.1

Calculation of Ratio of Earnings to Total Fixed
    Charges.+21
.1

List of our
    Subsidiaries.+23
.1

Consent of Ernst & Young
    LLP.+31
.1

Certification Pursuant to Rule 13a-14 under the Securities
    Exchange Act of 1934  Chief Executive Officer.+31
.2

Certification Pursuant to Rule 13a-14 under the Securities
    Exchange Act of 1934  Chief Financial Officer.+32
.1

Certification Pursuant to Section 1350 of Chapter 63 of Title 18
    of the United States Code  Chief Executive
    Officer.+32
.2

Certification Pursuant to Section 1350 of Chapter 63 of Title 18
    of the United States Code  Chief Financial
    Officer.+     +
    
    Filed herewith.*
    
    Indicates management contract or compensatory plan or arrangement 46




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##### Table of Contents



SIGNATURES
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
  By:
    /s/  FRITS
    VAN PAASSCHEN  Frits van Paasschen
 Chief Executive Officer and Director
      Signature

Title

Date/s/  Frits
    van PaasschenFrits
    van Paasschen

Chief Executive Officer and Director

February 17, 2011/s/  Bruce
    W. DuncanBruce
    W. Duncan

Chairman and Director

February 17, 2011/s/  Vasant
    M. PrabhuVasant
    M. Prabhu

Executive Vice President and Chief Financial Officer (Principal
    Financial Officer)

February 17, 2011/s/  Alan
    M. SchnaidAlan
    M. Schnaid

Senior Vice President, Corporate Controller and Principal
    Accounting Officer

February 17, 2011/s/  Adam
    M. AronAdam
    M. Aron

Director

February 17, 2011/s/  Charlene
    BarshefskyCharlene
    Barshefsky

Director

February 17, 2011/s/  Thomas
    E. ClarkeThomas
    E. Clarke

Director

February 17, 2011/s/  Clayton
    C. Daley, Jr.Clayton
    C. Daley, Jr.

Director

February 17, 2011/s/  Lizanne
    GalbreathLizanne
    Galbreath

Director

February 17, 2011/s/  Eric
    HippeauEric
    Hippeau

Director

February 17, 2011 47




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##### Table of Contents



Signature

Title

Date/s/  Stephen
    R. QuazzoStephen
    R. Quazzo

Director

February 17, 2011/s/  Thomas
    O. RyderThomas
    O. Ryder

Director

February 17, 2011/s/  Kneeland
    C. YoungbloodKneeland
    C. Youngblood

Director

February 17, 2011  48




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  INDEX TO
    FINANCIAL STATEMENTS AND SCHEDULE
  PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-3Consolidated Statements of Income for the Years
    Ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Comprehensive Income
    for the Years Ended December 31, 2010, 2009 and 2008


F-5Consolidated Statements of Equity for the Years
    Ended December 31, 2010, 2009 and 2008


F-6Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


F-7Notes to Financial Statements


F-8Schedule:Schedule II  Valuation and
    Qualifying Accounts


S-1  F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          No. 2009-16, Transfers and Servicing (Topic 860): Accounting for
    Transfers of Financial Assets No. 2009-17, Consolidations (Topic 810): Improvements to Financial
    Reporting by Enterprises Involved with Variable Interest
    Entities Noncontrolling Interests in
    Consolidated Financial Statements Consolidations
    
    F-2




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.CONSOLIDATED BALANCE SHEETS
  December 31,2010


2009(In millions, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
753


$
87Restricted cash


53



47Accounts receivable, net of allowance for doubtful accounts of
    $45 and $54


513



445Inventories


802



783Securitized vacation ownership notes receivable, net of
    allowance for doubtful accounts of $10 and $0


59



Prepaid expenses and other


126



127Total current assets


2,306



1,489Investments


312



368Plant, property and equipment, net


3,323



3,350Assets held for sale






71Goodwill and intangible assets, net


2,067



2,063Deferred tax assets


979



982Other assets


381



438Securitized vacation ownership notes receivable, net


408



$
9,776


$
8,761LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings and current maturities of long-term debt

$
9


$
5Accounts payable


138



139Current maturities of long-term securitized vacation ownership
    debt


127



Accrued expenses


1,104



1,212Accrued salaries, wages and benefits


410



303Accrued taxes and other


373



368Total current liabilities


2,161



2,027Long-term debt


2,848



2,955Long-term securitized vacation ownership debt


367



Deferred income taxes


28



31Other liabilities


1,886



1,9037,290



6,916Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; authorized
    1,000,000,000 shares; outstanding 192,970,437 and
    186,785,068 shares at December 31, 2010 and 2009,
    respectively


2



2Additional paid-in capital


805



552Accumulated other comprehensive loss


(283
)


(283
)Retained earnings


1,947



1,553Total Starwood stockholders equity


2,471



1,824Noncontrolling interest


15



21Total equity


2,486



1,845$
9,776


$
8,761    F-3




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  CONSOLIDATED STATEMENTS OF INCOME
  Year Ended December 31,2010


2009


2008(In millions, except per share data)RevenuesOwned, leased and consolidated joint venture hotels

$
1,704


$
1,584


$
2,212Vacation ownership and residential sales and services


538



523



749Management fees, franchise fees and other income


712



658



751Other revenues from managed and franchised properties


2,117



1,931



2,0425,071



4,696



5,754Costs and ExpensesOwned, leased and consolidated joint venture hotels


1,395



1,315



1,688Vacation ownership and residential


405



422



583Selling, general, administrative and other


344



314



377Restructuring, goodwill impairment and other special charges
    (credits), net


(75
)


379



141Depreciation


252



274



281Amortization


33



35



32Other expenses from managed and franchised properties


2,117



1,931



2,0424,471



4,670



5,144Operating income


600



26



610Equity earnings (losses) and gains and losses from
    unconsolidated ventures, net


10



(4
)


16Interest expense, net of interest income of $2, $3 and $3


(236
)


(227
)


(207
)Gain (loss) on asset dispositions and impairments, net


(39
)


(91
)


(98
)Income (loss) from continuing operations before taxes and
    noncontrolling interests


335



(296
)


321Income tax benefit (expense)


(27
)


293



(72
)Income (loss) from continuing operations


308



(3
)


249Discontinued operations:Income (loss) from operations, net of tax (benefit) expense of
    $0, $(2) and $4


(1
)


(2
)


5Gain (loss) on dispositions, net of tax (benefit) expense of
    $(166), $(35) and $54


168



76



75Net income


475



71



329Net (income) loss attributable to noncontrolling interests


2



2



Net income attributable to Starwood

$
477


$
73


$
329Earnings (Losses) Per Share  BasicContinuing operations

$
1.70


$
0.00


$
1.37Discontinued operations


0.91



0.41



0.44Net income

$
2.61


$
0.41


$
1.81Earnings (Losses) Per Share  DilutedContinuing operations

$
1.63


$
0.00


$
1.34Discontinued operations


0.88



0.41



0.43Net income

$
2.51


$
0.41


$
1.77Amounts attributable to Starwoods Common
    ShareholdersIncome (loss) from continuing operations

$
310


$
(1
)

$
249Discontinued operations


167



74



80Net income

$
477


$
73


$
329Weighted average number of shares


183



180



181Weighted average number of shares assuming dilution


190



180



185Dividends declared per share

$
0.30


$
0.20


$
0.90    F-4




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
  Year Ended December 31,2010


2009


2008(In millions)Net income

$
475


$
71


$
329Other comprehensive income (loss), net of taxes:Foreign currency translation adjustments


4



86



(190
)Less: Recognition of accumulated foreign currency translation
    adjustments on sold hotels






(13
)


Defined benefit pension and postretirement benefit plans net
    gains (losses) arising during the year


(4
)


10



(61
)Net curtailment and settlement gains






23



1Amortization of actuarial gains and losses included in net
    periodic pension cost


1



5



2Change in fair value of derivatives


(1
)






4Reclassification adjustments for losses (gains) included in net
    income


1



(6
)


2Change in fair value of investments


(1
)


3



(1
)Reclassification for gains and amortization included in net
    income










(1
)



108



(244
)Comprehensive income


475



179



85Comprehensive (income) loss attributable to noncontrolling
    interests


2



2



Foreign currency translation adjustments attributable to
    noncontrolling interests


(1
)


1



Comprehensive income (loss) attributable to Starwood

$
476


$
182


$
85    F-5




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  CONSOLIDATED STATEMENTS OF EQUITY
  Equity Attributable to Starwood StockholdersAccumulatedOther





EquityAdditional


Comprehensive





Attributable toShares


Paid-in


(Loss)


Retained


NoncontrollingShares


Amount


Capital(1)


Income(2)


Earnings


Interests


Total(In millions)Balance at December 31, 2007


191


$
2


$
868


$
(147
)

$
1,353


$
26


$
2,102Net income (loss)


















329







329Stock option and restricted stock award transactions, net


6







212















212ESPP stock issuances










6















6Share repurchases


(14
)






(593
)














(593
)Other






















(2
)


(2
)Other comprehensive income (loss)














(244
)










(244
)Dividends declared


















(165
)


(1
)


(166
)Balance at December 31, 2008


183



2



493



(391
)


1,517



23



1,644Net income (loss)


















73



(2
)


71Stock option and restricted stock award transactions, net


4







54















54ESPP stock issuances










5















5Other comprehensive income (loss)














108







1



109Dividends declared


















(37
)


(1
)


(38
)Balance at December 31, 2009


187



2



552



(283
)


1,553



21



1,845Net income (loss)


















477



(2
)


475Stock option and restricted stock award transactions, net


6







248















248ESPP stock issuances










5















5Impact of adoption of ASU
    No. 2009-17


















(26
)






(26
)Other comprehensive income (loss)






















(1
)


(1
)Dividends declared


















(57
)


(3
)


(60
)Balance at December 31, 2010


193


$
2


$
805


$
(283
)

$
1,947


$
15


$
2,486     (1)
    
    Stock option and restricted stock
    award transactions are net of a tax (expense) benefit of
    $28 million, ($18) million and $33 million in
    2010, 2009, and 2008 respectively.(2)
    
    As of December 31, 2010, this
    balance is comprised of $227 million of cumulative
    translation adjustments and $56 million of cumulative
    pension adjustments.   F-6




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Year Ended December 31,2010


2009


2008(In millions)Operating ActivitiesNet income

$
475


$
71


$
329Adjustments to net income:Discontinued operations:(Gain) loss on dispositions, net


(168
)


(76
)


(75
)Depreciation and amortization






8



10Other adjustments relating to discontinued operations










Stock-based compensation expense


72



53



68Excess stock-based compensation tax benefit (expense)


(20
)






(16
)Depreciation and amortization


285



309



313Amortization of deferred loan costs


13



10



5Non-cash portion of restructuring, goodwill impairment and other
    special charges (credits), net


(7
)


332



74Non-cash foreign currency (gains) losses, net


(39
)


(6
)


(5
)Amortization of deferred gains


(81
)


(82
)


(83
)Provision for doubtful accounts


55



72



64Distributions in excess (deficit) of equity earnings


3



30



21Gain on sale of VOI notes receivable






(24
)


(4
)Loss (gain) on asset dispositions and impairments, net


39



91



98Non-cash portion of income tax expense (benefit)


16



(260
)


24Changes in working capital:Restricted cash


9



46



102Accounts receivable


(22
)


63



34Inventories


(110
)


(98
)


(280
)Prepaid expenses and other


1



10



2Accounts payable and accrued expenses


13



(44
)


85Accrued income taxes


200



(50
)


(22
)Securitized VOI notes receivable activity, net


(29
)






VOI notes receivable activity, net


1



167



(150
)Other, net


58



(51
)


52Cash (used for) from operating activities


764



571



646Investing ActivitiesPurchases of plant, property and equipment


(227
)


(196
)


(476
)Proceeds from asset sales, net


148



310



320Issuance of notes receivable


(1
)


(4
)


(1
)Collection of notes receivable, net


2



2



5Acquisitions, net of acquired cash


(18
)






Purchases of investments


(32
)


(5
)


(38
)Proceeds from investments


49



35



39Other, net


8



(26
)


(21
)Cash (used for) from investing activities


(71
)


116



(172
)Financing ActivitiesRevolving credit facility and short-term borrowings
    (repayments), net


(114
)


(102
)


(570
)Long-term debt issued


3



726



986Long-term debt repaid


(9
)


(1,681
)


(4
)Long-term securitized debt issued


280







Long-term securitized debt repaid


(224
)






Dividends paid


(93
)


(165
)


(172
)Proceeds from stock option exercises


141



2



120Excess stock-based compensation tax benefit (expense)


20







16Share repurchases










(593
)Other, net


(30
)


227



(26
)Cash (used for) from financing activities


(26
)


(993
)


(243
)Exchange rate effect on cash and cash equivalents


(1
)


4



7Increase (decrease) in cash and cash equivalents


666



(302
)


238Cash and cash equivalents  beginning of period


87



389



151Cash and cash equivalents  end of period

$
753


$
87


$
389Supplemental Disclosures of Cash Flow InformationCash paid (received) during the period for:Interest

$
244


$
214


$
170Income taxes, net of refunds

$
(171
)

$
12


$
58    F-7




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO FINANCIAL STATEMENTS
  Note 1.
    Basis of
    Presentation      Note 2.
    Significant
    Accounting Policies  Principles of Consolidation.
  Cash and Cash Equivalents.
  Restricted Cash.
  Inventories. (first-in,
  Loan Loss Reserves.
   F-8




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
          Assets Held for Sale. break-up
  Investments.
    Plant, Property and Equipment.
 F-9




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Property Plant, and Equipment
  Goodwill and Intangible
    Assets.
  Frequent Guest Program. ®
        Legal Contingencies. Contingencies
 F-10




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Derivative Financial Instruments.
        Foreign Currency Translation.
  Income Taxes. Income
    Taxes.
    Stock-Based Compensation.
 F-11




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Revenue Recognition.
  
    Owned, Leased and Consolidated Joint Ventures 
    Represents revenue primarily derived from hotel operations,
    including the rental of rooms and food and beverage sales, from
    owned, leased or consolidated joint venture hotels and resorts.
    Revenue is recognized when rooms are occupied and services have
    been rendered.
    Vacation Ownership and Residential  The Company
    recognizes sales when the buyer has demonstrated a sufficient
    level of initial and continuing investment, the period of
    cancellation with refund has expired and receivables are deemed
    collectible. For sales that do not qualify for full revenue
    recognition as the project has progressed beyond the preliminary
    stages but has not yet reached completion, all revenue and
    profit are initially deferred and recognized in earnings through
    the
    percentage-of-completion
    method. The Company has also entered into licensing agreements
    with third-party developers to offer consumers branded
    condominiums or residences. The fees from these arrangements are
    generally based on the gross sales revenue of the units sold.
    Residential fee revenue is recorded in the period that a
    purchase and sales agreement exists, delivery of services and
    obligations has occurred, the fee to the owner is deemed fixed
    and determinable and collectability of the fees is reasonably
    assured.
    Management and Franchise Revenues  Represents fees
    earned on hotels managed worldwide, usually under long-term
    contracts, franchise fees received in connection with the
    franchise of the Companys Sheraton, Westin, Four Points by
    Sheraton, Le Méridien, St. Regis, W, Luxury Collection,
    Aloft and Element brand names, termination fees and the
    amortization of deferred gains related to sold properties for
    which the Company has significant continuing involvement.
    Management fees are comprised of a base fee, which is generally
    based on a percentage of gross revenues, and an incentive fee,
    which is generally based on the propertys profitability.
    Base fee revenues are recognized when earned in accordance with
    the terms of the contract. For any time during the year, when
    the provisions of the management contracts allow receipt of
    incentive fees upon termination, incentive fees are recognized
    for the fees due and earned as if the contract was terminated at
    that date, exclusive of any termination fees due or payable.
    Franchise fees are generally based on a percentage of hotel room
    revenues and are recognized as the fees are earned and become
    due from the franchisee.
    Revenues from Managed and Franchised Properties 
    These revenues represent reimbursements of costs incurred on
    behalf of managed hotel properties and franchisees. These costs
    relate primarily to payroll costs at managed properties where
    the Company is the employer. Since the reimbursements are made
    based upon the costs incurred with no added margin, these
    revenues and corresponding expenses have no effect on the
    Companys operating income or net income.  Insurance Retention.
 F-12




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Costs Incurred to Sell VOIs. Real
    Estate  Time Sharing Activities
  VOI and Residential Inventory
    Costs.
  Advertising Costs.
  Retained Interests. 2009-17, available-for-sale Investments  Debt and Equity Securities other-than-temporary
  Use of Estimates.
  Reclassifications.
  Impact
    of Recently Issued Accounting Standards.
  Adopted
    Accounting Standards
  No. 2010-20, Receivables (Topic 310): Disclosures about the Credit
    Quality of Financing Receivables and the Allowance for Credit
    Losses.
  No. 2009-16, Transfers and Servicing (Topic 860): Accounting for
    Transfers of Financial Assets
 F-13




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  No. 2009-17, Consolidations (Topic 810): Improvements to Financial
    Reporting by Enterprises Involved with Variable Interest
    Entities
  No. 2009-16 No. 2009-16, No. 2009-17 No. 2009-17, No. 2009-17
    2009-16 2009-17.
  
    Restricted cash
    Other assets
    Investments
    Vacation ownership and residential sales and services
    Interest expense  No. 107-1 No. 28-1 FAS No. 107-1 28-1), ASC 825-10-65-1.
  ASC 715-20-65-2.
 F-14




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    ASC 815-10-65-1.
  No. SFAS 157-2 Fair Value Measurements and Disclosures
  
    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.    Future
    Adoption of Accounting Standards
  2009-13 ASC 605-25, Revenue Recognition  Multiple Element
    Arrangements
  Note 3.
    Earnings
    (Losses) per Share   F-15




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Per


Earnings





Per








PerEarnings


Shares


Share


(Losses)


Shares


Share


Earnings


Shares


ShareBasic earnings (losses) from continuing operations

$
310



183


$
1.70


$
(1
)


180


$
0.00


$
249



181


$
1.37Effect of dilutive securities:Employee options and restricted stock awards






7























4Diluted earnings (losses) from continuing operations

$
310



190


$
1.63


$
(1
)


180


$
0.00


$
249



185


$
1.34     Note 4.
    Significant
    Acquisitions  Business
    Combinations,
  Note 5.
    Asset
    Dispositions and Impairments         F-16




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    No. 2009-17,
    Note 6.
    Assets
    Held for Sale    Note 7.
    Plant,
    Property and Equipment    December 31,2010


2009Land and improvements

$
600


$
597Buildings and improvements


3,300



3,222Furniture, fixtures and equipment


1,901



1,824Construction work in process


170



1805,971



5,823Less accumulated depreciation and amortization


(2,648
)


(2,473
)$
3,323


$
3,350    F-17




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 8.
    Goodwill
    and Intangible Assets    VacationHotel


OwnershipSegment


Segment


TotalBalance at January 1, 2009

$
1,324


$
241


$
1,565Cumulative translation adjustment


7







7Impairment charge






(90
)


(90
)Other


1







1Balance at December 31, 2009

$
1,332


$
151


$
1,483Balance at January 1, 2010

$
1,332


$
151


$
1,483Acquisitions


26







26Cumulative translation adjustment


(8
)






(8
)Asset dispositions


(10
)






(10
)Other


8







8Balance at December 31, 2010

$
1,348


$
151


$
1,499     Terminal PeriodDiscount

CapitalizationRate

Rate50 basis points-dollars

$
51


$
2950 basis points-percentage


4.9
%


2.8
%100 basis points-dollars

$
98


$
55100 basis points-percentage


9.5
%


5.3
%        F-18




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      December 31,2010


2009Trademarks and trade names

$
309


$
309Management and franchise agreements


377



376Other


78



76764



761Accumulated amortization


(196
)


(181
)$
568


$
580       2011

$
322012

$
302013

$
302014

$
302015

$
29   Note 9.
    Other
    Assets    December 31,2010


2009VOI notes receivable, net of allowance of $69 and $84

$
132


$
222Prepaid taxes


88



103Deposits and other


161



113Total

$
381


$
438    F-19




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 10.
    Transfers
    of Financial Assets  2009-16
          2009-16 2009-17, available-for-sale
   F-20




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  2009-A 2009-A
  2009-A
  2009-B
    2009-A 2009-A 2009-A 2009-A
  2009-A 2009-A
       F-21




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  other-than-temporary
  Note 11.
    Notes
    Receivable      December 31,2010


2009Vacation ownership loans-securitized

$
467


$
Vacation ownership loans-unsecuritized


152



242619



242Less: current portionVacation ownership loans-securitized


(59
)


Vacation ownership loans-unsecuritized


(20
)


(20
)$
540


$
222       Year Ended December 31,2010


2009


2008Vacation ownership loans-securitized

$
66


$



$
Vacation ownership loans-unsecuritized


21



48



57$
87


$
48


$
57     Securitized


Unsecuritized


Total2011

$
69


$
30


$
992012


72



21



932013


75



21



962014


75



20



95Thereafter


258



139



397Balance at December 31, 2010

$
549


$
231


$
780Weighted Average Interest Rates


12.71
%


12.07
%


12.49
%Range of interest rates


6 to 18
%


5 to 18
%


5 to 18
%  F-22




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Securitized


Unsecuritized


TotalBalance at December 31, 2007

$



$
68


$
68Provisions for loan losses






73



73Write-offs






(50
)


(50
)Other










Balance at December 31, 2008






91



91Provisions for loan losses






64



64Write-Offs






(61
)


(61
)Other










Balance at December 31, 2009






94



94Provisions for loan losses


14



32



46Write-Offs






(52
)


(52
)Adoption of ASU
    No. 2009-17


77



(4
)


73Other


(9
)


9



Balance at December 31, 2010

$
82


$
79


$
161        F-23




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    30-59 Days


60-89 Days


>90 Days


Total Past





TotalPast Due


Past Due


Past Due


Due


Current


ReceivablesAs of December 31, 2010:Sheraton

$
6


$
4


$
30


$
40


$
314


$
354Westin


5



3



33



41



342



383Other


1



1



4



6



37



43$
12


$
8


$
67


$
87


$
693


$
780As of December 31, 2009:Sheraton

$
3


$
2


$
25


$
30


$
97


$
127Westin


3



3



27



33



128



161Other


2



2



2



6



42



48$
8


$
7


$
54


$
69


$
267


$
336   Note 12.
    Fair
    Value    Level 1


Level 2


Level 3


TotalAssets:Interest Rate Swaps

$



$
16


$



$
16$



$
16


$



$
16Liabilities:Forward contracts

$



$
9


$



$
9       No. 2009-17,
    Balance at January 1, 2010

$
25Adoption of ASU
    No. 2009-17


(25
)Balance at December 31, 2010

$
  F-24




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 13.
    Deferred
    Gains    Note 14.
    Restructuring,
    Goodwill Impairment and Other Special Charges (Credits),
    Net    Year Ended December 31,2010


2009


2008SegmentHotel

$
(74
)

$
21


$
41Vacation Ownership & Residential


(1
)


358



100Total

$
(75
)

$
379


$
141              F-25




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Note 15.
    Income
    Taxes    Year Ended December 31,2010


2009


2008Pretax incomeU.S.

$
85


$
(76
)

$
315Foreign


250



(220
)


6$
335


$
(296
)

$
321Provision (benefit) for income taxCurrent:U.S. federal

$
(61
)

$
(84
)

$
(15
)State and local


18



12



32Foreign


43



38



48



(34
)


65Deferred:U.S. federal


22



(117
)


28State and local


(7
)


(18
)


(23
)Foreign


12



(124
)


227



(259
)


7$
27


$
(293
)

$
72    F-26




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    December 31,2010


2009Plant, property and equipment

$
(21
)

$
(51
)Intangibles


178



104Inventories


183



197Deferred gains


346



359Receivables (net of reserves)


25



(2
)Other reserves


43



43Employee benefits


37



36Prepaid income


102



126Net operating loss, capital loss and tax credit carryforwards


406



591Accrued expenses


83



87Other


(34
)


(22
)1,348



1,468Less valuation allowance


(397
)


(517
)Deferred income taxes

$
951


$
951    F-27




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Tax provision at U.S. statutory rate

$
117


$
(104
)

$
112U.S. state and local income taxes


(2
)


(3
)


8Tax on repatriation of foreign earnings


70



(45
)


(14
)Foreign tax rate differential


(70
)


(25
)


(20
)Italian incentive program






(120
)


Nondeductible goodwill


3



39



Change in uncertain tax positions


23



9



Tax settlements


(42
)


1



Tax benefit on the deferred gain from asset sales


(7
)


(3
)


(10
)Basis difference on asset sales


8



(29
)


16Change in valuation allowance


(99
)






(31
)Other


26



(13
)


11Provision for income tax (benefit)

$
27


$
(293
)

$
72          F-28




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Income Taxes
          Year Ended December 31,2010


2009


2008Beginning of Year

$
999


$
1,003


$
968Additions based on tax positions related to the current year


29



4



41Additions for tax positions of prior years


18



2



2Settlements with tax authorities


(499
)


(7
)


(3
)Reductions for tax positions in prior years


(5
)


(1
)


(4
)Reductions due to the lapse of applicable statutes of limitations


(32
)


(2
)


(1
)End of Year

$
510


$
999


$
1,003      F-29




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 16.
    Debt    December 31,2010


2009Senior Credit Facilities:Revolving Credit Facility interest rates ranging from 1.10% to
    2.50% at December 31, 2010, maturing 2013

$



$
Revolving Credit Facility, terminated in 2010






114Senior Notes, interest at 7.875%, maturing 2012


609



608Senior Notes, interest at 6.25%, maturing 2013


504



498Senior Notes, interest at 7.875%, maturing 2014


490



485Senior Notes, interest at 7.375%, maturing 2015


450



449Senior Notes, interest at 6.75%, maturing 2018


400



400Senior Notes, interest at 7.15%, maturing 2019


245



244Mortgages and other, interest rates ranging from 2.15% to 9.00%,
    various maturities


159



1622,857



2,960Less current maturities


(9
)


(5
)Long-term debt

$
2,848


$
2,955     2011

$
92012


6532013


5572014


4942015


457Thereafter


687$
2,857        F-30




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
          parri passu
  parri
    passu
 F-31




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 17.
    Securitized
    Vacation Ownership Debt  2009-16 2009-17.
  2003 securitization, interest rates ranging from 3.95% to 6.96%,
    maturing 2017

$
172005 securitization, interest rates ranging from 5.25% to 6.29%,
    maturing 2018


552006 securitization, interest rates ranging from 5.28% to 5.85%,
    maturing 2018


392009 securitization, interest rate at 5.81%, maturing 2016


1282010 securitization, interest rates ranging from 3.65% to 4.75%,
    maturing 2020


255494Less current maturities


(127
)Long-term debt

$
367     Note 18.
    Other
    Liabilities    December 31,2010


2009Deferred gains on asset sales

$
930


$
1,009SPG point
    liability(a)


702



634Deferred income including VOI and residential sales


20



33Benefit plan liabilities


61



65Insurance reserves


46



46Other


127



116$
1,886


$
1,903     (a)
    
    Includes the actuarially determined liability related to the SPG
    program and the liability associated with the American Express
    transaction discussed below.  Debt
 F-32




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 19.
    Discontinued
    Operations    Year Ended December 31,2010


2009


2008Income Statement DataGain on disposition, net of tax

$
168


$
76


$
75Income (loss) from operations, net of tax

$
(1
)

$
(2
)

$
5         Note 20.
    Employee
    Benefit Plan      Defined Benefit and Postretirement Benefit
    Plans. non-U.S. employees
   F-33




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   Domestic


Foreign Pension


PostretirementPension Benefits


Benefits


Benefits2010


2009


2010


2009


2010


2009Change in Benefit ObligationBenefit obligation at beginning of year

$
17


$
17


$
178


$
199


$
19


$
18Service cost














5







Interest cost


1



1



10



13



1



1Actuarial loss


2







5



11



2



3Settlements and curtailments














(50
)






Effect of foreign exchange rates










(3
)


8







Plan participant contributions


















1



1Benefits paid


(1
)


(1
)


(7
)


(6
)


(3
)


(4
)Plan amendments














(2
)






Benefit obligation at end of year

$
19


$
17


$
183


$
178


$
20


$
19Change in Plan AssetsFair value of plan assets at beginning of year

$



$



$
159


$
132


$
1


$
2Actual return on plan assets, net of expenses










14



28







Employer contribution


1



1



13



21



2



2Plan participant contributions


















1



1Effect of foreign exchange rates










(3
)


9







Settlements and curtailments














(25
)






Benefits paid


(1
)


(1
)


(7
)


(6
)


(3
)


(4
)Fair value of plan assets at end of year

$



$



$
176


$
159


$
1


$
1Unfunded status

$
(19
)

$
(17
)

$
(7
)

$
(19
)

$
(19
)

$
(18
)Accumulated benefit obligation

$
19


$
17


$
182


$
176



n/a



n/aPlans with Accumulated Benefit Obligations in Excess of Plan
    AssetsProjected benefit obligation

$
19


$
17


$
121


$
117



n/a



n/aAccumulated benefit obligation

$
19


$
17


$
121


$
115



n/a



n/aFair value of plan assets

$



$



$
97


$
87



n/a



n/a      F-34




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Domestic


Foreign Pension


PostretirementPension Benefits


Benefits


Benefits2010


2009


2008


2010


2009


2008


2010


2009


2008Service cost

$



$



$



$



$
5


$
4


$



$



$
Interest cost


1



1



1



10



13



11



1



1



1Expected return on plan assets














(10
)


(10
)


(10
)










Amortization of actuarial loss














1



5



2











Other






















1











ASC 715, Compensation


1



1



1



1



13



8



1



1



1Settlement and curtailment (gain) loss


















(4
)


1











Net periodic benefit cost

$
1


$
1


$
1


$
1


$
9


$
9


$
1


$
1


$
1       Domestic

Foreign Pension

PostretirementPension Benefits

Benefits

Benefits2010

2009

2010

2009

2010

2009Discount rate


5.00
%


5.51
%


5.34
%


5.93
%


4.75
%


5.50
%Rate of compensation increase


n/a



n/a



3.64
%


3.50
%


n/a



n/a     Domestic

Foreign Pension

PostretirementPension Benefits

Benefits

Benefits2010

2009

2008

2010

2009

2008

2010

2009

2008Discount rate


5.51
%


5.99
%


5.75
%


5.93
%


6.19
%


5.88
%


5.50
%


6.00
%


5.74
%Rate of compensation increase


n/a



n/a



n/a



3.50
%


3.93
%


3.89
%


n/a



n/a



n/aExpected return on plan assets


n/a



n/a



n/a



6.56
%


6.25
%


6.38
%


7.10
%


7.50
%


7.50
%    F-35




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Level 1


Level 2


Level 3


TotalAssets:Mutual Funds

$
44


$



$



$
44Collective Trusts






5







5Equity Index Funds






72







72Bond Index Funds






56







56Total

$
44


$
133


$



$
177     Level 1


Level 2


Level 3


TotalAssets:Mutual Funds

$
40


$



$



$
40Collective Trusts






5







5Equity Index Funds






67







67Bond Index Funds






48







48Total

$
40


$
120


$



$
160         Domestic


Foreign Pension


PostretirementPension Benefits


Benefits


Benefits2011

$
1


$
7


$
22012

$
1


$
7


$
22013

$
1


$
8


$
22014

$
1


$
8


$
22015

$
1


$
8


$
22016-2020

$
7


$
44


$
7   Defined Contribution Plans.
 F-36




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Multi-Employer Pension Plans.
  Note 21.
    Leases
    and Rentals      2011

$
962012


812013


802014


782015


71Thereafter


939       Year Ended December 31,2010


2009


2008Minimum rent

$
90


$
89


$
93Contingent rent


6



2



10Sublease rent


(5
)


(3
)


(6
)$
91


$
88


$
97   Note 22.
    Stockholders
    Equity  Share Repurchases.
  Note 23.
    Stock-Based
    Compensation   F-37




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      Year Ended December 31,2010


2009


2008Dividend yield


0.75
%


3.50
%


1.50
%Volatility:Near term


37.0
%


74.0
%


38.0
%Long term


45.0
%


43.0
%


36.0
%Expected life


6 yrs.



7 yrs.



6 yrs.Yield curve:6 month


0.19
%


0.45
%


1.90
%1 year


0.32
%


0.72
%


1.91
%3 year


1.36
%


1.40
%


2.17
%5 year


2.30
%


1.99
%


2.79
%10 year


3.61
%


3.02
%


3.73
%     8-year
        Weighted AverageOptions


Exercise(In millions)


Price Per ShareOutstanding at December 31, 2009


13.1


$
29.15Granted


0.6



38.24Exercised


(4.9
)


28.80Forfeited, Canceled or Expired


(0.1
)


45.13Outstanding at December 31, 2010


8.7


$
29.72Exercisable at December 31, 2010


4.2


$
42.67    F-38




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
            Number of


Weighted AverageRestricted


Grant Date ValueStock and Units


Per Share(In millions)Outstanding at December 31, 2009


8.0


$
28.48Granted


2.0



37.33Lapse of restrictions


(1.4
)


43.00Forfeited or Canceled


(0.1
)


27.82Outstanding at December 31, 2010


8.5


$
28.11   2002
    Employee Stock Purchase Plan
       F-39




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 24.
    Derivative
    Financial Instruments            Fair
    Value of Derivative Instruments
    (In millions)
  December 31, 2010


December 31, 2009Balance Sheet

Fair


Balance Sheet

FairLocation

Value


Location

ValueDerivatives designated as hedging instrumentsAsset DerivativesForward contracts

Prepaid and other current assets

$



Prepaid and other current assets

$
Interest rate swaps

Other assets


16


Other assets


7Total assets



$
16




$
7   F-40




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  December 31, 2010


December 31, 2009Balance Sheet

Fair


Balance Sheet

FairLocation

Value


Location

ValueDerivatives not designated as hedging instrumentsAsset DerivativesForward contracts

Prepaid and other current assets

$



Prepaid and other current assets

$
Total assets



$





$
Liability DerivativesForward contracts

Accrued expenses

$
9


Accrued expenses

$
7Total liabilities



$
9




$
7   Consolidated
    Statements of Income and Comprehensive Income
    For the Years Ended December 31, 2010 and 2009
    (In millions)
  Balance at December 31, 2008

$
(6
)Mark-to-market
    gain on forward exchange contracts


Reclassification of gain from OCI to management fees, franchise
    fees, and other income


6Balance at December 31, 2009

$
Balance at December 31, 2009

$
Mark-to-market
    loss on forward exchange contracts


1Reclassification of loss from OCI to management fees, franchise
    fees, and other income


(1
)Balance at December 31, 2010

$
   Amount of Gain or(Loss) Recognized inIncome on DerivativeLocation of Gain or (Loss) Recognized

Year Ended December 31,Derivatives Not Designated as Hedging Instruments

in Income on Derivative

2010


2009


2008Foreign forward exchange contracts

Interest expense, net

$
(45
)

$
(15
)

$
14Total (loss) gain included in income



$
(45
)

$
(15
)

$
14  F-41




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 25.
    Fair
    Value of Financial Instruments    December 31, 2010


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueAssets:Restricted cash

$
10


$
10


$
7


$
7VOI notes receivable


132



153



222



253Securitized vacation ownership notes receivable


408



492







Other notes receivable


19



19



14



14Total financial assets

$
569


$
674


$
243


$
274Liabilities:Long-term debt

$
2,848


$
3,120


$
2,955


$
3,071Long-term securitized debt


367



373







Other long-term debt liabilities










8



8Total financial liabilities

$
3,215


$
3,493


$
2,963


$
3,079Off-Balance sheet:Letters of credit

$



$
159


$



$
168Surety bonds






23







21Total Off-Balance sheet

$



$
182


$



$
189          F-42




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 26.
    Commitments
    and Contingencies    Due in Less


Due in


Due in


Due AfterTotal


Than 1 Year


1-3 Years


3-5 Years


5 YearsUnconditional purchase
    obligations(a)

$
225


$
69


$
124


$
28


$
4Other long-term obligations


3



2



1







Total contractual obligations

$
228


$
71


$
125


$
28


$
4     (a)
    
    Included in these balances are commitments that may be
    reimbursed or satisfied by the Companys managed and
    franchised properties.    Amount of Commitment Expiration Per PeriodLess Than





AfterTotal

1 Year

1-3 Years

3-5 Years

5 YearsStandby letters of credit

$
159


$
144


$
12


$



$
3   Variable Interest Entities.
          Guaranteed Loans and Commitments.
 F-43




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  and/or
            Litigation.
  Collective Bargaining Agreements. U.S.-based
 F-44




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Environmental Matters.
  Captive Insurance Company.
  ITT Industries.
    Note 27.
    Business
    Segment and Geographical Information  ® ® ® ® ® ® ® ® ®
   F-45




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    2010


2009


2008Revenues:Hotel

$
4,383


$
4,022


$
4,860Vacation ownership and residential


688



674



894Total

$
5,071


$
4,696


$
5,754Operating income:Hotel

$
571


$
471


$
776Vacation ownership and residential


105



73



136Total segment operating income


676



544



912Selling, general, administrative and other


(151
)


(139
)


(161
)Restructuring, goodwill impairment and other special charges, net


75



(379
)


(141
)Operating income


600



26



610Equity earnings and gains and losses from unconsolidated
    ventures, net:Hotel


8



(5
)


12Vacation ownership and residential


2



1



4Interest expense, net


(236
)


(227
)


(207
)Loss on asset dispositions and impairments, net


(39
)


(91
)


(98
)Income (loss) from continuing operations before taxes and
    noncontrolling interests

$
335


$
(296
)

$
321Depreciation and amortization:Hotel

$
207


$
229


$
241Vacation ownership and residential


27



27



29Corporate


51



53



43Total

$
285


$
309


$
313Assets:Hotel(a)

$
6,440


$
5,924


$
6,728Vacation ownership and
    residential(b)


2,139



1,639



2,183Corporate


1,197



1,198



792Total

$
9,776


$
8,761


$
9,703Capital expenditures:Hotel

$
184


$
171


$
344Vacation ownership and residential


151



145



389Corporate


42



27



84Total(c)

$
377


$
343


$
817     (a)
    
    Includes $285 million and $343 million of investments
    in unconsolidated joint ventures at December 31, 2010 and
    2009, respectively. F-46




---



##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   (b)
    
    Includes $27 million and $25 million of investments in
    unconsolidated joint ventures at December 31, 2010 and
    2009, respectively.(c)
    
    Includes $227 million, $196 million, and
    $476 million of property, plant, and equipment expenditures
    as of December 31, 2010, 2009, and 2008, respectively.
    Additional expenditures included in the amounts above consist of
    vacation ownership inventory and investments in management
    contracts and hotel joint ventures.    Revenues


Long-Lived Assets2010


2009


2008


2010


2009United States

$
3,312


$
3,387


$
4,058


$
2,186


$
2,334Italy


160



172



370



324



399All other international


1,599



1,137



1,326



1,125



1,056Total

$
5,071


$
4,696


$
5,754


$
3,635


$
3,789    F-47




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##### Table of Contents



STARWOOD
    HOTELS & RESORTS WORLDWIDE, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Note 28.
    Quarterly
    Results (Unaudited)  Three Months EndedMarch 31


June 30


September 30


December 31


Year(In millions, except per share data)2010Revenues

$
1,187


$
1,289


$
1,255


$
1,340


$
5,071Costs and expenses

$
1,102


$
1,152


$
1,133


$
1,084


$
4,471Income from continuing operations

$
28


$
79


$
(5
)

$
206


$
308Discontinued operations

$



$
35


$
(1
)

$
133


$
167Net income

$
28


$
114


$
(6
)

$
339


$
475Earnings per share:Basic Income (loss) from continuing operations

$
0.16


$
0.44


$
(0.03
)

$
1.13


$
1.70Discontinued operations

$



$
0.19


$
0.00


$
0.72


$
0.91Net income

$
0.16


$
0.63


$
(0.03
)

$
1.85


$
2.61Diluted Income (loss) from continuing operations

$
0.16


$
0.42


$
(0.03
)

$
1.08


$
1.63Discontinued operations

$



$
0.19


$
0.00


$
0.70


$
0.88Net income

$
0.16


$
0.61


$
(0.03
)

$
1.78


$
2.512009Revenues

$
1,127


$
1,167


$
1,156


$
1,246


$
4,696Costs and expenses

$
1,066


$
1,068


$
1,070


$
1,466


$
4,670Income from continuing operations

$
7


$
140


$
36


$
(186
)

$
(3
)Discontinued operations

$
(3
)

$
(6
)

$
4


$
79


$
74Net income

$
4


$
134


$
40


$
(107
)

$
71Earnings per share:Basic Income (loss) from continuing operations

$
0.04


$
0.79


$
0.20


$
(1.03
)

$
(0.00
)Discontinued operations

$
(0.01
)

$
(0.04
)

$
0.02


$
0.44


$
0.41Net income

$
0.03


$
0.75


$
0.22


$
(0.59
)

$
0.41Diluted Income (loss) from continuing operations

$
0.04


$
0.78


$
0.20


$
(1.03
)

$
(0.00
)Discontinued operations

$
(0.01
)

$
(0.04
)

$
0.02


$
0.44


$
0.41Net income

$
0.03


$
0.74


$
0.22


$
(0.59
)

$
0.41    F-48




---



##### Table of Contents



SCHEDULE II
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
    VALUATION AND QUALIFYING ACCOUNTS
    (In millions)  Additions (Deductions)Chargedto/reversed

ChargedBalance

from

to/from Other

Payments/

BalanceJanuary 1,

Expenses

Accounts(a)

Other

December 31,2010Trade receivables  allowance for doubtful accounts

$
54


$
9


$
11


$
(19
)

$
55Notes receivable  allowance for doubtful accounts

$
118


$
42


$
64


$
(45
)

$
179Reserves included in accrued and other liabilities:Restructuring and other special charges

$
34


$
(75
)

$
8


$
62


$
292009Trade receivables  allowance for doubtful accounts

$
49


$
8


$
7


$
(10
)

$
54Notes receivable  allowance for doubtful accounts

$
117


$
64


$
(3
)

$
(60
)

$
118Reserves included in accrued and other liabilities:Restructuring and other special charges

$
41


$
379


$
(332
)

$
(54
)

$
342008Trade receivables  allowance for doubtful accounts

$
50


$
8


$
3


$
(12
)

$
49Notes receivable  allowance for doubtful accounts

$
94


$
55


$



$
(32
)

$
117Reserves included in accrued and other liabilities:Restructuring and other special charges

$
9


$
141


$
(83
)

$
(26
)

$
41     (a)
    
    Charged to/from other accounts:  Description ofCharged to/fromOther Accounts2010Accrued expenses

$
2Accrued salaries, wages and benefits


8Impact of ASU No. 2009-17 (See Note 2)


73Total charged to/from other accounts

$
832009Plant, property and equipment

$
(178
)Goodwill


(90
)Inventory


(61
)Investments


(5
)Other assets


(1
)Accounts receivable


2Accrued expenses


5Total charged to/from other accounts

$
(328
)2008Investments

$
(7
)Plant, property and equipment


(66
)Other assets


3Accrued expenses


(14
)APIC


4Total charged to/from other accounts

$
(80
)  S-1