Starwood 2009 Annual Report Download

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2010 proxy statement &
2009 annual report
THE WESTIN
DETROIT
METROPOLITAN
AIRPORT, USA
MARQUES
DE RISCAL
A LUXURY
COLLECTION
HOTEL, SPAIN
W BARCELONA
SPAIN

Table of contents

  • Page 1
    THE WESTIN DETROIT METROPOLITAN AIRPORT, USA MARQUES DE RISCAL A LUXURY COLLECTION HOTEL, SPAIN W BARCELONA SPAIN 2010 proxy statement & 2009 annual report

  • Page 2
    LE MERIDIEN RA BEACH HOTEL & SPA, SPAIN ALOFT RICHMOND WEST, USA

  • Page 3
    ... we faced in 2009 - our upper upscale and luxury portfolio, our global footprint and owned hotels - will STRENGTHENING OUR FINANCIAL POSITION During the year, we continued to cut costs, sell non-strategic assets - such as Bliss and the St. Regis retail space, along with the W San Francisco - and...

  • Page 4
    ... in 2009 at our recently opened hotels. As a final observation, it is becoming increasingly clear that scale, financial flexibility and great brands are the foundations of future success, and Starwood has all three. Companies that can offer global scale to owners and customers will have an advantage...

  • Page 5
    2010 proxy statement & 2009 annual report Starwood Hotels & Resorts Worldwide, Inc.

  • Page 6
    ...as Starwood's independent registered public accounting firm for 2010, and (iii) reapprove the Company's Annual Incentive Plan for Certain Executives. As owners of Starwood, your vote is important. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be...

  • Page 7
    ... Starwood Hotels & Resorts Worldwide, Inc.'s (the "Company") independent registered public accounting firm for the fiscal year ending December 31, 2010. 3. To reapprove the Company's Annual Incentive Plan for Certain Executives. To transact such other business as may properly come before the meeting...

  • Page 8
    ... QUESTIONS? ...THE ANNUAL MEETING AND VOTING - QUESTIONS AND ANSWERS ...CORPORATE GOVERNANCE ...ELECTION OF DIRECTORS ...RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ...REAPPROVAL OF THE ANNUAL INCENTIVE PLAN FOR CERTAIN EXECUTIVES ...BENEFICIAL OWNERSHIP OF PRINCIPAL...

  • Page 9
    ... questions about the Annual Meeting, you should contact: Starwood Hotels & Resorts Worldwide, Inc. 1111 Westchester Avenue White Plains, New York 10604 Attention: Investor Relations Phone Number: 1-914-640-8100 If you would like additional copies of this Proxy Statement or the Annual Report, or if...

  • Page 10
    ... MAY 13, 2010 THE ANNUAL MEETING AND VOTING - QUESTIONS AND ANSWERS Why did I receive the Notice of Meeting and Internet Availability of Proxy Materials or this Proxy Statement? Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the "Company" or "Starwood"), has made these materials...

  • Page 11
    ..., or • Credited to your account in the Company's Savings and Retirement Plan (the "Savings Plan"). On the Record Date there were 188,946,476 Shares outstanding and entitled to vote at the Annual Meeting and there were 15,414 record holders of Shares. The Shares are the only outstanding class of...

  • Page 12
    ... of the votes cast at the Annual Meeting vote "AGAINST" the reapproval of the Company's Annual Incentive Plan for Certain Executives, the Board of Directors and its Compensation and Option Committee will reconsider the plan. What happens if a Director nominee does not receive a majority of the votes...

  • Page 13
    ...Shares held in the Savings Plan for which the trustee received timely instructions unless contrary to ERISA (Employee Retirement Income Security Act). How can I revoke a previously submitted proxy? You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting...

  • Page 14
    ... reviewing the Guidelines and reporting and recommending to the Board any changes to the Guidelines. The Company has adopted a Finance Code of Ethics applicable to its Chief Executive Officer, Chief Financial Officer, Corporate Controller, Corporate Treasurer, Senior Vice President-Taxes and persons...

  • Page 15
    ... a salary and other benefits for his services. Prior to serving as Chief Executive Officer on an interim basis, the Board determined that Mr. Duncan was an independent director. Yahoo! Inc., Amazon.com, Inc., Burger King Holdings, Inc., The Gap, Inc., American Express Company, and Intel Corporation...

  • Page 16
    ... Avenue, White Plains, New York 10604. Please note that the information on the Company's website is not incorporated by reference in this Proxy Statement. ELECTION OF DIRECTORS Under the Company's charter, each of the Company's Directors is elected to serve until the next annual meeting of...

  • Page 17
    ... served as Chairman and Chief Executive Officer of Vail Resorts, Inc., an owner and operator of ski resorts and hotels. Mr. Aron is a director of Norwegian Cruise Line Limited, Prestige Cruise Holdings, Inc., Cap Juluca Properties Ltd. and E-Miles LLC. In the past 5 years, Mr. Aron also served as...

  • Page 18
    ... for director of the Company. Eric Hippeau, 58, has been Chief Executive Officer of The Huffington Post, a news website, since June 2009. From 2000 to 2009, he was a Managing Partner of Softbank Capital, a technology venture capital firm. Mr. Hippeau served as Chairman and Chief Executive Officer of...

  • Page 19
    ... partner of Pharos Capital Group, L.L.C., a private equity fund focused on technology companies, business service companies and health care companies, since January 1998. From July 1985 to December 1997, he was in private medical practice. He is former Chairman of the Board of the American Beacon...

  • Page 20
    ... compensation to be paid to the Company's executive officers and other members of senior management and administers the Company's employee benefits plans, including the Company's 2004 Long-Term Incentive Compensation Plan. The Compensation Committee met five times during 2009. Corporate Governance...

  • Page 21
    ...Avenue, White Plains, New York 10604, and be received by the Corporate Secretary no later than the close of business on the 75th day nor earlier than the close of business on the 100th day prior to the first anniversary of the preceding year's annual meeting. In accordance with the Company's current...

  • Page 22
    ...the compensation that is paid under the Executive Plan continue to be exempted from the limits under Section 162(m). The Executive Plan permits the Company to award qualified annual cash bonuses to the Company's executive officers based on a determination by the Committee that performance objectives...

  • Page 23
    ...paid in the form of deferred stock awards, which are deemed to be invested in whole and fractional Shares, at a price equal to 75% of the fair market value of such Shares as of the date the first cash bonus was paid to the Participant for the fiscal year. These deferred stock awards (as adjusted for...

  • Page 24
    ...of the Company's confidential information and limitations on its ability to effect a change in control of the Company. (3) Based on information contained in a Schedule 13G, dated January 29, 2010 (the "BlackRock 13G"), filed with respect to the Company with the SEC, reporting beneficial ownership as...

  • Page 25
    ... three most highly paid executive officers (our "Named Executive Officers") and (iv) all directors and executive officers as a group, as of January 31, 2010. Beneficial ownership includes Shares a Director, nominee for Director or executive officer may acquire pursuant to stock options and other...

  • Page 26
    ... the Executive Plan, as amended, at this year's Annual Meeting which provides that Shares issued will be awarded under the Company's 2004 Long-Term Incentive Compensation Plan. Includes 10,275,363 Shares that remain available for issuance under our Employee Stock Purchase Plan, a stock purchase plan...

  • Page 27
    ...Consumer Products Group; and Vice President of Global Staffing, Training and Development for ITT Sheraton Corporation. Mr. Cava is also a member of the board of directors for The Society for Human Resources Management, a non-profit global human resources professional organization. Philip P. McAveety...

  • Page 28
    ... by tying executive compensation to the Company's business results and stock performance. Moreover, we strive to keep the executive compensation program transparent, easily understood, in line with market practices and consistent with high standards of good corporate governance. In its review of the...

  • Page 29
    ... paid to our Board and the compensation awards to the Named Executive Officers (including the Chief Executive Officer) for the 2009 performance period. Pearl Meyer & Partners worked with management and the Compensation Committee in reviewing the compensation structure of the Company and of the...

  • Page 30
    ... days of any fiscal year a threshold level of EBITDA that the Company must achieve in order for any bonus to be paid to our Named Executive Officers or other Company employees eligible to receive an annual incentive for any given year. The Executive Plan also specifies a maximum incentive amount, in...

  • Page 31
    ...to his employment agreement. Mr. van Paasschen and the Company agreed to a compensation structure which was heavily weighted towards performance and long-term incentives, including equity awards in the form of restricted stock and stock options and restrictions on selling equity awards for two years...

  • Page 32
    ... program. The bonuses directly link the achievement of Company financial and strategic/operational performance objectives to executive pay. Annual bonuses also provide a complementary balance to equity incentives (discussed below). Each Named Executive Officer has an annual opportunity to receive...

  • Page 33
    ... Plan to be deductible as performance-based compensation under Section 162(m). For 2009, the EP Threshold was $680,000,000. Generally, a Named Executive Officer will receive payment of a bonus award under the Executive Plan only if he remains employed by the Company on the award payment date...

  • Page 34
    ... the Company achieved the applicable minimum threshold(s) required to pay awards. With respect to the other Named Executive Officers, Mr. van Paasschen, together with the Chief Human Resources Officer and with oversight and input from the Compensation Committee, conducts a formal performance review...

  • Page 35
    ...year. The Compensation Committee also determines, based on management's report, the extent to which the Company's financial performance goals were achieved and whether the Company achieved the applicable minimum threshold(s) required to pay awards. The Chief Executive Officer also meets in executive...

  • Page 36
    ...total annual bonus equal to 85% of his overall annual bonus target. Mr. Turner's accomplishments for the 2009 performance year included the following: • Successfully managed the global development team in achieving an additional 77 new hotels and 36 re-engagements or changes to ownership involving...

  • Page 37
    ... transitions in key positions to improve team performance. In light of Mr. Turner's accomplishments in 2009, he received a "meets expectations" performance rating and was awarded a payout at 85% of target for the strategic/operational portion of the annual bonus, for a total annual bonus equal to 85...

  • Page 38
    ... an executive's long-term compensation at risk to share price performance for a significant portion of the business cycle, while encouraging long-term retention of executives. Pursuant to his employment agreement, Mr. van Paasschen agreed not to sell any Company stock awards or Shares received on...

  • Page 39
    ... to the policy, the Company is required to seek stockholder approval of severance agreements with executive officers that provide Benefits (as defined in the policy) in excess of 2.99 times base salary plus such officer's most recent annual incentive award. In 2006, the Board reviewed the change in...

  • Page 40
    ... of salary, target and actual annual incentive awards, and the value of option and restricted stock/restricted stock unit awards. When establishing target compensation levels for 2009, the Compensation Committee reviewed peer group data paid to named executive officers reported in proxy statements...

  • Page 41
    ...at the time that the Board meets to approve the executive's employment package. Generally, the date on which the Board approves the employment package becomes the grant date of the newly-hired Executive Officer's equity compensation awards. However, if the Company and the new Executive Officer enter...

  • Page 42
    ... of Board approval of the employment package; the later of the date on which the Executive Officer signs his employment agreement or the date that the Executive Officer begins employment becomes the grant date of these equity compensation awards. The Company's policy is that the grant date of equity...

  • Page 43
    ... Company's financial statements filed with the SEC as part of the Form 10-K for the year ended December 31, 2009. These amounts reflect the grant date fair value for these awards and do not correspond to the actual value that will be recognized by the Named Executive Officers. See the Grants of Plan...

  • Page 44
    ... 401(k) plan, dividends on restricted stock, life insurance premiums, legal fees paid by the Company, spousal accompaniment while on business travel, and tax and financial planning services. SEC rules require specification of the cost of any perquisite or personal benefit when this cost exceeds...

  • Page 45
    ... high and low price of Shares on the grant date. For stock options, fair value is calculated in accordance with ASC 718 using a lattice valuation model. For additional information, refer to Note 21 of the Company's financial statements filed with the SEC as part of the Form 10-K for the year ended...

  • Page 46
    ... the one-time special bonus enhancement was $68,891. The following factors contributed to the Compensation Committee's determination of the 2009 Executive Plan awards for the Named Executive Officers: • the Company's 2009 financial performance as measured by EBIDTA and earnings per share; • the...

  • Page 47
    ...unvested stock options, unvested restricted stock and unvested restricted stock units. Each equity grant is shown separately for each Named Executive Officer. The market value of the stock awards is based on the closing price of a Share on December 31, 2009, which was $36.57. Option awards Number of...

  • Page 48
    ... the sale of 33 hotels to Host Hotels & Resorts, Inc., or Host, Starwood's stockholders received 0.6122 Host shares and $0.503 in cash for each of their Class B Shares. Holders of Starwood employee stock options and restricted stock did not receive this consideration while the market price of Shares...

  • Page 49
    ...NONQUALIFIED DEFERRED COMPENSATION The Company's Deferred Compensation Plan (the "Plan") permits eligible executives, including our Named Executive Officers, to defer up to 100% of their Executive Plan bonus, as applicable, and up to 75% of their base salary for a calendar year. The Company does not...

  • Page 50
    ... Executive Officers in the event of employment termination, both in connection with a change in control and otherwise. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company's tax-qualified retirement savings plan, disability...

  • Page 51
    ... of his base salary plus the average of the annual bonuses earned by the executive in the three fiscal years ending immediately prior to the fiscal year in which the termination occurs; continued medical benefits for two years, reduced to the extent benefits of the same type are received by or made...

  • Page 52
    ... be entitled to the following benefits if his employment were terminated without cause or he resigned with good reason following a Change in Control: • • two times the sum of his base salary plus the average of the annual bonuses earned in the three fiscal years ending immediately prior to the...

  • Page 53
    ... below reflect the estimated amounts payable to the Named Executive Officers in the event their employment with the Company had terminated on December 31, 2009 under various circumstances, and includes amounts earned through that date. The actual amounts that would become payable in the event of an...

  • Page 54
    ... fair market value of a Share using the average of the high and low price of the Company's stock on the previous December 31. A Non-Employee Director may elect to receive up to one-half of the annual fee in cash and to defer (at an annual interest rate of LIBOR plus 11⁄2% for deferred cash amounts...

  • Page 55
    ... to receive administrative services only in January 2009, and health coverage from the Company only in January and February of 2009. The Company also reimburses Non-Employee Directors for travel expenses, other out-of-pocket costs they incur when attending meetings and, for one meeting per year...

  • Page 56
    grant date fair value for these awards and do not correspond to the actual value that will be recognized by the Named Executive Officers. The grant date fair value of each stock award is set forth below: Director Grant Date Number of Shares of Stock/Units Grant Date Fair Value ($) Adam M. Aron ... ...

  • Page 57
    ..., in 2009 Non-Employee Directors received 750,000 SPG Points valued at $11,250. The Chairman of the Board also received the cost of an administrative assistant in January 2009. Non-Employee Directors receive interest on deferred dividends. Pursuant to SEC rules, perquisites and personal benefits are...

  • Page 58
    ... Hotels & Resorts Worldwide, Inc. (the "Company"), which is comprised entirely of "independent" Directors, as determined by the Board in accordance with the New York Stock Exchange (the "NYSE") listing requirements and applicable federal securities laws, serves as an independent and objective...

  • Page 59
    ... of Directors of the Company The Board has adopted a Corporate Opportunity Policy, the purpose of which is to address the reporting, review and approval or ratification of transactions with Directors and executive officers and their affiliates. As a general matter, we seek to avoid related person...

  • Page 60
    ... soliciting proxies for the Annual Meeting, including the cost of mailing. The solicitation is being made by mail and over the Internet and may also be made by telephone or in person using the services of a number of regular employees of the Company at nominal cost. The Company will reimburse banks...

  • Page 61
    ..., White Plains, NY 10604 or by calling (914) 640-8100. You may also obtain a copy of the proxy statement and annual report from the investor relations page on the Company's website (www.starwoodhotels.com/corporate/investor_relations.html). Stockholders of record sharing an address who are receiving...

  • Page 62
    ...by the Company of its right to do so at any time in the future. You should address your proposals or nominations to the Corporate Secretary, Starwood Hotels & Resorts Worldwide, Inc., 1111 Westchester Avenue, White Plains, New York 10604. By Order of the Board of Directors STARWOOD HOTELS & RESORTS...

  • Page 63
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  • Page 64
    ... of the high and low sales price for a Share as reported in the New York Stock Exchange Composite Transactions on the date as of which such value is being determined, or, if there is no such sale on the relevant date, then on the preceding business day on which a sale was reported. Participant...

  • Page 65
    ... (a) General. Any participant who at any time during the applicable year is: (1) An officer of any member of the Starwood Organization having annual compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code); (2) A 5-percent owner of any member of the Starwood Organization...

  • Page 66
    ... goals, which may be objective or subjective, as it deems appropriate. 4. Bonus Payments. 4.1 Time and Form of Payments. Not less than 75% of the bonus payment payable to a Participant under the Plan for a Performance Period shall be paid to the Participant in one or more cash payments as soon as...

  • Page 67
    ... later than six months prior to the end of the Performance Period and in a form prescribed by the Committee. An amount so deferred shall be credited to the Participant's Deferred Share Account as of the date on which the first cash bonus payment for the Performance Period is paid to the Participant...

  • Page 68
    ... has satisfied the definition of "retirement" at any time during the Performance Period for which such amounts are being credited. 5.5 Designation of Beneficiaries. A Participant may designate a Designated Beneficiary by executing and filing with the Company during his/her lifetime, a beneficiary...

  • Page 69
    ... outstanding Shares being exchanged for a different number or class of shares or other securities of the Company, or for shares of stock or other securities of any other corporation; or new, different or additional shares or other securities of the Company or of any other corporation being received...

  • Page 70
    ... of the Outstanding Shares and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than: the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, the corporation resulting from such...

  • Page 71
    ... any unsecured general creditor of the Company or of any affiliate. 7.6 Governing Law. The place of administration of the Plan shall be in the State of New York. The corporate law of the State of Maryland shall govern issues relating to the validity and issuance of Shares. Otherwise, the Plan shall...

  • Page 72
    General Directions To Sheraton Suites Philadelphia Airport Via I-95 North Take I-95 North. Follow signs to Central Philadelphia, Route 291-West. Exit on Island Avenue/PA 291 Ramp. Stay in right lane and turn right onto Island Avenue. Hotel entrance is on the right. Via I-95 South Take I-95 South ...

  • Page 73
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  • Page 74
    ...-affiliates (for purposes of this Annual Report only, includes all Shares other than those held by the registrant's Directors and executive officers) computed by reference to the closing sales price as quoted on the New York Stock Exchange was $4,131,127,271. As of February 19, 2010, the Corporation...

  • Page 75
    ...III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions and Director Independence ...Principal Accountant Fees and Services...

  • Page 76
    .... Our brand names include the following: St. Regis» (luxury full-service hotels, resorts and residences) are for connoisseurs who desire the finest expressions of luxury. They provide flawless and bespoke service to high-end leisure and business travelers. St. Regis hotels are located in the...

  • Page 77
    ...Through our brands, we are well represented in most major markets around the world. Our operations are reported in two business segments, hotels and vacation ownership and residential operations. Our revenue and earnings are derived primarily from hotel operations, which include management and other...

  • Page 78
    ... 2006, we have sold 60 hotels for approximately $5.2 billion. As a result, our primary business objective is to maximize earnings and cash flow by increasing the number of our hotel management contracts and franchise agreements; developing vacation ownership resorts and selling VOIs; and investing...

  • Page 79
    ... Hotels & Resorts, Starwood's largest brands, have been serving guests for more than 60 years. Starwood Vacation Ownership (and its predecessor, Vistana, Inc.) has been selling VOIs for more than 20 years. Our principal executive offices are located at 1111 Westchester Avenue, White Plains, New York...

  • Page 80
    ... owned real estate assets, the sale of such assets can significantly reduce our revenues and operating income. Employees At December 31, 2009, approximately 145,000 people were employed at our corporate offices, owned and managed hotels and vacation ownership resorts, of whom approximately 34% were...

  • Page 81
    ... 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...

  • Page 82
    ... ownership and residential industries are highly competitive. Our properties compete for customers with other hotel and resort properties, and, with respect to our vacation ownership resorts and residential projects, with owners reselling their VOIs, including fractional ownership, or apartments...

  • Page 83
    ... property owners and we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. In addition, to maintain our vacation ownership business and residential projects, we need to spend money to develop new units. Events over the past two years including...

  • Page 84
    ... to develop hotel and resort properties and residential components of hotel properties, as suitable opportunities arise, taking into consideration the general economic climate. In addition, the owners and developers of new-build properties that we have entered into management or franchise agreements...

  • Page 85
    ... 31, 2009 included 244 owned, managed or franchised properties in Europe, Africa and the Middle East (including 16 properties with majority ownership); 60 owned, managed or franchised properties in Latin America (including 9 properties with majority ownership); and 155 owned, managed or franchised...

  • Page 86
    ... and Capital Resources - Cash Used for Financing Activities in this Annual Report. Volatility in the Credit Markets Will Continue to Adversely Impact Our Ability to Sell the Loans That Our Vacation Ownership Business Generates. Our vacation ownership business provides financing to purchasers of...

  • Page 87
    ... benefits from these new brands will be realized. Investing Through Partnerships or Joint Ventures Decreases Our Ability to Manage Risk In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested...

  • Page 88
    ... for such personnel is intense. In the past several years, we have experienced significant changes in our senior management, including executive officers (See Item 10. "Directors, Executive Officers and Corporate Governance" of this Annual Report). There can be no assurance that we will continue...

  • Page 89
    ... Capital Resources in this Annual Report. Our hotel business included 979 owned, managed or franchised hotels with approximately 292,000 rooms and our owned vacation ownership and residential business included 13 stand-alone vacation ownership resorts and residential properties at December 31, 2009...

  • Page 90
    ... a brand affiliation, the hotel owner often chooses to pay separate franchise fees to secure the benefits of brand marketing, centralized reservations and other centralized administrative functions, particularly in the sales and marketing area. Management believes that companies, such as Starwood...

  • Page 91
    ... of the franchised hotel's room revenue, as well as fees for other services, including centralized reservations, sales and marketing, public relations and national and international media advertising. In addition, a franchisee may also purchase hotel supplies, including brand-specific products...

  • Page 92
    ... Airport Four Points by Sheraton Tucson University Plaza The Boston Park Plaza Hotel & Towers 17 New York, NY Aspen, CO San Francisco, CA Scottsdale, AZ New York, NY Chicago, IL Los Angeles, CA Chicago, IL New York, NY New Orleans, LA New Orleans, LA Atlanta, GA Maui, HI Atlanta, GA San Diego...

  • Page 93
    Hotel Location Rooms Tremont Hotel Clarion Hotel Cove Haven Resort Pocono Palace Resort Paradise Stream Resort International Hotels: St. Regis Grand Hotel, Rome Grand Hotel Hotel Gritti Palace Park Tower Hotel Alfonso XIII Hotel Imperial Hotel Bristol, Vienna Hotel Goldener Hirsch Hotel Maria ...

  • Page 94
    ...and the W Times Square in New York, NY. Vacation Ownership and Residential Business We develop, own and operate vacation ownership resorts, market and sell the VOIs in the resorts and, in many cases, provide financing to customers who purchase such ownership interests. Owners of VOIs can trade their...

  • Page 95
    .... As a result of these decisions and future plans for the vacation ownership business, we recorded a $90 million non-cash charge for the impairment of goodwill associated with the vacation ownership reporting unit. Item 3. Legal Proceedings. Incorporated by reference to the description of legal...

  • Page 96
    ... Matters and Issuer Purchases of Equity Securities. Market Information The Corporation Shares are traded on the New York Stock Exchange (the "NYSE") under the symbol "HOT." The following table sets forth the quarterly range of the high and low sale prices of the Corporation Shares for the fiscal...

  • Page 97
    ... been adjusted based on the value shareholders received for their Class B shares. The comparisons are provided in response to SEC disclosure requirements and are not intended to forecast or be indicative of future performance. 200 Starwood S&P 500 150 DOLLARS S&P 500 Hotel 100 50 0 2004 2005...

  • Page 98
    ... inventories, investments, plant, property and equipment, goodwill and intangible assets, income taxes, financing operations, frequent guest program liability, self-insurance claims payable, restructuring costs, retirement benefits and contingencies and litigation. Management bases its estimates and...

  • Page 99
    ... 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...

  • Page 100
    ... carrying value of vacation ownership goodwill may become further impaired if future operating results are below our estimates. Frequent Guest Program. SPG is our frequent guest incentive marketing program. SPG members earn points based on spending at our properties, as incentives to first time...

  • Page 101
    ... for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exist. Upon designation as an asset held for sale, we record the carrying value of...

  • Page 102
    ... Year Ended Year Ended (Decrease) Change December 31, December 31, from Prior from Prior 2009 2008 Year Year Owned, Leased and Consolidated Joint Venture Hotels ...Management Fees, Franchise Fees and Other Income ...Vacation Ownership and Residential ...Other Revenues from Managed and Franchise...

  • Page 103
    ...costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income and our net income. Year Ended December 31, 2009 Year Ended December 31, 2008 Increase/ (Decrease) from Prior Year Percentage Change from Prior Year Selling, General, Administrative...

  • Page 104
    ... to a price reduction in vacation ownership intervals, following an in-depth review of the business. These decreases were partially offset by the reduction in selling, general, administrative and other costs as a result of our activity value analysis costs savings project and other cost savings...

  • Page 105
    ... Year Ended December 31, 2007 Increase/ (Decrease) from Prior Year Percentage Change from Prior Year Owned, Leased and Consolidated Joint Venture Hotels ...Management Fees, Franchise Fees and Other Income ...Vacation Ownership and Residential ...Other Revenues from Managed and Franchise Properties...

  • Page 106
    ...residential branding business. The increase in residential fees for the year ended December 31, 2008 to $49 million when compared to $18 million in 2007 was primarily related to fees earned from the St. Regis Singapore Residences, which opened during the year and a nonrefundable license fee received...

  • Page 107
    ...our redevelopment of that hotel. Bal Harbour was closed for business on July 1, 2007, and the majority of its employees were terminated. The hotel was demolished and we are in the process of building a St. Regis hotel along with branded residences. Year Ended December 31, 2008 Year Ended December 31...

  • Page 108
    ... of the Company's former gaming business in 1999. LIQUIDITY AND CAPITAL RESOURCES Cash From Operating Activities Cash flow from operating activities is generated primarily from management and franchise revenues, operating income from our owned hotels and sales of VOIs and residential units. Other...

  • Page 109
    ... Hotels ...$102 Corporate and information technology ...27 Subtotal ...Vacation Ownership and Residential Capital Expenditures : Net capital expenditures for inventory (excluding St. Regis Bal Harbour) ...Capital expenditures for inventory - St. Regis Bal Harbour ...Subtotal ...Development Capital...

  • Page 110
    ... of the St. Regis Bal Harbour, hotel renovations, VOI and residential construction, capital improvements, technology spend and other core and ancillary business acquisitions and investments and provide for general corporate purposes (including dividend payments and share repurchases) through...

  • Page 111
    ... into a multi-year extension and amendment to our existing co-branded credit card agreement ("Amendment") with American Express. In connection with the Amendment, we received $250 million in cash in July 2009 and, in return, sold SPG points to American Express to be used by American Express in the...

  • Page 112
    ... cash outlays for $499 million, the timing of which is uncertain. Refer to Note 14 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...

  • Page 113
    ... it meets the objectives described above, and we do not engage in such transactions for trading or speculative purposes. At year-end 2009, we were party to the following derivative instruments: • Forward contracts to hedge forecasted transactions for management and franchise fee revenues earned...

  • Page 114
    The following table sets forth the scheduled maturities and the total fair value of our debt portfolio and other financial instruments as of year-end 2009 (in millions, excluding interest rates): Expected Maturity or Transaction Date At December 31, 2010 2011 2012 2013 2014 Total at December 31, ...

  • Page 115
    ... that, as of December 31, 2009, the Company's internal control over financial reporting is effective. Management has engaged Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, to attest to the...

  • Page 116
    ... and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2009 of the Company and our report dated February 25, 2010, expressed an unqualified opinion thereon. /s/ New York, New York February 25, 2010...

  • Page 117
    .... Information regarding executive compensation is incorporated by reference to the Proxy Statement, which will be filed with the Securities and Exchange Commission no more than 120 days after the close of our fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 118
    ...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 From 8-K filed with the SEC on November 14, 2005). Amendment Agreement, dated as of March...

  • Page 119
    ... 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 (the "1997 Form 10-K")). Credit Agreement, dated as of February 10, 2006, among the Company, certain additional Dollar Revolving...

  • Page 120
    ... to Exhibit 10.2 to the January 2009 8-K).* 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...

  • Page 121
    ...10.57 10.58 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")).* Letter Agreement, dated July 22, 2004...

  • Page 122
    ...duly authorized. STARWOOD HOTELS & RESORTS WORLDWIDE, INC. By: /s/ FRITS VAN PAASSCHEN Frits van Paasschen Chief Executive Officer and Director Date: February 25, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 123
    Signature Title Date /s/ STEPHEN R. QUAZZO Stephen R. Quazzo /s/ THOMAS O. RYDER Thomas O. Ryder /s/ KNEELAND C. YOUNGBLOOD Kneeland C. Youngblood Director February 25, 2010 Director February 25, 2010 Director February 25, 2010 48

  • Page 124
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. INDEX TO FINANCIAL STATEMENTS AND SCHEDULE Page Report of Independent Registered Public Accounting Firm...Consolidated Balance Sheets as of December 31, 2009 and 2008 ...Consolidated Statements of Income for the Years Ended December 31, 2009, 2008 and 2007 ...

  • Page 125
    ... balance sheets of Starwood Hotels & Resorts Worldwide, Inc. (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits also...

  • Page 126
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CONSOLIDATED BALANCE SHEETS December 31, 2009 2008 (In millions, except share data) ASSETS Current assets: Cash and cash equivalents ...Restricted cash ...Accounts receivable, net of allowance for doubtful accounts of $54 and $49 ...Inventories ...Prepaid ...

  • Page 127
    ... per share data) Year Ended December 31, 2009 2008 2007 (In millions, except per share data) Revenues Owned, leased and consolidated joint venture hotels...Vacation ownership and residential sales and services ...Management fees, franchise fees and other income...Other revenues from managed and...

  • Page 128
    ... translation adjustments on sold hotels ...Defined benefit pension plans net gains (losses) arising during the year ...Net curtailment and settlement gains ...Amortization of acturial gains and losses included in net periodic pension cost . . Change in fair value of derivatives...Reclassification...

  • Page 129
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. CONSOLIDATED STATEMENTS OF EQUITY Equity Attributable to Starwood Stockholders Shares Shares Amount Additional Paid-in Capital(1) Accumulated Other Comprehensive (Loss) Income(2) (In millions) Equity Attributable to Noncontrolling Interests Retained ...

  • Page 130
    ...equity earnings ...Gain on sale of VOI notes receivable ...Loss (gain) on asset dispositions and impairments, net ...Non-cash portion of income tax expense (benefit) ...Changes in working capital: Restricted cash ...Accounts receivable ...Inventories ...Prepaid expenses and other ...Accounts payable...

  • Page 131
    ...: luxury and upscale. The principal operations of Starwood Vacation Ownership, Inc. ("SVO") include the acquisition, development and operation of vacation ownership resorts; marketing and selling vacation ownership interests ("VOIs") in the resorts; and providing financing to customers who purchase...

  • Page 132
    ... losses, the results of the joint venture are consolidated herein. All other investments are generally accounted for under the cost method. The fair market value of investments is based on the market prices for the last day of the period if the investment trades on quoted exchanges. For non-traded...

  • Page 133
    ... in affiliated partners' programs such as co-branded credit cards. Points can be redeemed at substantially all of the Company's owned, leased, managed and franchised properties as well as through other redemption opportunities with third parties, such as conversion to airline miles. Properties are...

  • Page 134
    ... valuation option pricing model requires the Company to estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management judgment regarding market factors and...

  • Page 135
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) associated with timeshare notes receivable is also included in vacation ownership and residential sales and services revenue and totaled $48 million, $57 million and $40 million in 2009, 2008 and 2007, respectively...

  • Page 136
    ... a significant portion of which was reimbursed by managed and franchised hotels. Retained Interests. The Company periodically sells notes receivable originated by its vacation ownership business in connection with the sale of VOIs. The Company retains interests in the assets transferred to qualified...

  • Page 137
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) In April 2009, the FASB issued FASB Staff Position ("FSP") Issue No. Financial Accounting Standard ("FAS") No. 157-4 "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have ...

  • Page 138
    ...measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for...

  • Page 139
    ...except per share data): 2009 Earnings (Losses) Shares Per Share Year Ended December 31, 2008 2007 Per Earnings Shares Share Earnings Shares Per Share Basic (losses) earnings from continuing operations ...Effect of dilutive securities: Employee options and restricted stock awards ...Diluted (losses...

  • Page 140
    ...These assets are reported in the Vacation Ownership and Residential operating segment. During the third quarter of 2009, the Company sold a wholly-owned hotel for cash proceeds of approximately $90 million. This sale was subject to a long-term management contract, and the Company recorded a deferred...

  • Page 141
    ... item in the consolidated statement of operations. During the fourth quarter of 2009, the Company completed a comprehensive review of its vacation ownership business (see Note 13). As a result of this review, the Company decided not to develop certain vacation ownership sites and future phases of...

  • Page 142
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) considered impaired. For the Company's hotel reporting unit the fair value exceeded its carrying value. However, the fair value of the vacation ownership reporting unit was less than its carrying value, as such ...

  • Page 143
    ... VOI notes receivable, the Company assesses its loan loss reserves based on pools of receivables. As of December 31, 2009, the average estimated default rate for the Company's pool of receivables was 9.8%. Given the significance of the Company's respective pools of VOI notes receivable, a change in...

  • Page 144
    ... value, with credit losses recorded in the statement of income and other unrealized gains and losses reported in stockholders' equity. The Company's securitization agreements provide the Company with the option, subject to certain limitations, to repurchase or replace defaulted VOI notes receivable...

  • Page 145
    ...vacation ownership and residential sales and services in the Company's consolidated statements of income. Key assumptions used in measuring the fair value of the Retained Interests at the time of the 2009-A Securitization were as follows: an average discount rate of 12.8%, an average expected annual...

  • Page 146
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) At the time of each VOI notes receivable securitization and at the end of each financial reporting period, the Company estimates the fair value of its Retained Interests using a discounted cash flow model. All ...

  • Page 147
    ... contracts that do not trade on a public exchange. The fair values of the contracts are based on inputs such as foreign currency spot rates and forward points that are readily available on public markets, and as such, are classified as Level 2. The Company considered both its credit risk, as well as...

  • Page 148
    ... of the Sheraton Bal Harbour Beach Resort ("Bal Harbour"). The Company demolished the hotel in late 2007 and is in the process of rebuilding a St. Regis hotel along with branded residences and fractional units. Bal Harbour was closed for business on July 1, 2007, and the majority of employees were...

  • Page 149
    ... and other special charges related accounts during the year ended December 31, 2009 (in millions): December 31, Non-cash December 31, 2008 Expenses Payments Other 2009 Retained reserves established by Sheraton Holding prior to its merger with the Company in 1998 ...Le Méridien Acquisition...

  • Page 150
    ...2009 2008 Plant, property and equipment ...Intangibles ...Allowances for doubtful accounts and other reserves ...Employee benefits ...Net operating loss, capital loss and tax credit...would increase Starwood's taxable income by approximately $1.4 billion in that year. During 2004, the Company filed a ...

  • Page 151
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) A reconciliation of the tax provision of the Company at the U.S. statutory rate to the provision for income tax as reported is as follows (in millions): Year Ended December 31, 2009 2008 2007 Tax provision at U.S....

  • Page 152
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) benefits of $3 million, $10 million and $3 million, for the years ended December 31, 2009, 2008, and 2007, respectively, to establish the deferred tax assets on these types of dispositions. In 2007, the Company ...

  • Page 153
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) The Company recognizes interest and penalties related to unrecognized tax benefits through income tax expense. The Company had $233 million and $224 million accrued for the payment of interest and no accrued ...

  • Page 154
    ... and for general purposes. Interest on the 7.875% Notes is payable semi-annually on April 15 and October 15. The Company may redeem all or a portion of the 7.875% Notes at any time at the Company's option at a discount rate of Treasury plus 50 basis points. The 7.875% Notes will rank parri passu...

  • Page 155
    ... with the Amendment in July 2009, the Company received $250 million in cash and, in return, sold SPG points to American Express. In accordance with ASC 470, Debt, the Company has recorded the sale of these points as a financing arrangement with an implicit interest rate of 4.5%. The liability...

  • Page 156
    ... For the year ended December 31, 2009, the $76 million (net of tax) gain on dispositions includes the gains from the sale of the Company's Bliss spa business, other non-core assets and three hotels. The operations from the Bliss spa business, and the revenues and expenses from two hotels which are...

  • Page 157
    ... Company also sponsors the Starwood Hotels & Resorts Worldwide, Inc. Retiree Welfare Program. This plan provides health care and life insurance benefits for certain eligible retired employees. The Company has prefunded a portion of the health care and life insurance obligations through trust funds...

  • Page 158
    ... health care cost trend rates would have approximately a $0.5 million effect on the postretirement obligation and a nominal impact on the total of service and interest cost components of net periodic benefit cost. The majority of participants in the Foreign Pension Plans are employees of managed...

  • Page 159
    ... quoted market prices in active markets. The common collective trusts, equity index funds and bond index funds are not publicly traded but are valued based on the underlying assets which are publicly traded. The primary investment strategy of the foreign pension plans and postretirement benefit plan...

  • Page 160
    ...and provides the terms of equity award grants to directors, officers, employees, consultants and advisors. Although no additional awards will be granted under the 2002 LTIP, the Company's 1999 Long-Term Incentive Compensation Plan or the Company's 1995 Share Option Plan, the provisions under each of...

  • Page 161
    ... based on market analysis. The historical share price volatility was measured over an 8-year period, which is equal to the contractual term of the options. The weighted average volatility for 2009 grants was 53.1%. The expected life represents the period that the Company's stock-based awards are...

  • Page 162
    ...at December 31, 2009 ...2002 Employee Stock Purchase Plan In April 2002, the Board of Directors adopted (and in May 2002 the shareholders approved) the Company's 2002 Employee Stock Purchase Plan (the "ESPP") to provide employees of the Company with an opportunity to purchase shares through payroll...

  • Page 163
    ... their change in fair value is recorded in the Company's consolidated statements of income at each reporting period. The Company enters into interest rate swap agreements to manage interest expense. The Company's objective is to manage the impact of interest rates on the results of operations, cash...

  • Page 164
    ... the year. Fair Value of Derivative Instruments (in millions) December 31, 2009 Balance Sheet Fair Location Value December 31, 2008 Balance Sheet Fair Location Value Derivatives designated as hedging instruments Asset Derivatives Forward contracts ...Prepaid and other current assets Interest rate...

  • Page 165
    ... - (Continued) Consolidated Statements of Income and Comprehensive Income For the Years Ended December 31, 2009 and 2008 (in millions) Balance at December 31, 2007 ...$- Mark-to-market gain on forward exchange contracts ...(4) Reclassification of loss from OCI to management fees, franchise fees, and...

  • Page 166
    ... interests are hotels for which the Company has entered into management or franchise agreements with the hotel owners. The Company is paid a fee primarily based on financial metrics of the hotel. The hotels are financed by the owners, generally in the form of working capital, equity, and debt...

  • Page 167
    ...VIE. Guaranteed Loans and Commitments. In limited cases, the Company has made loans to owners of or partners in hotel or resort ventures for which the Company has a management or franchise agreement. Loans outstanding under this program totaled $28 million at December 31, 2009. The Company evaluates...

  • Page 168
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) In connection with the purchase of the Le Méridien brand in November 2005, the Company was indemnified for certain of Le Méridien's historical liabilities by the entity that bought Le Méridien's owned and leased...

  • Page 169
    ... hotels and resorts which are managed or franchised under these brand names in exchange for fees. The vacation ownership and residential segment includes the development, ownership and operation of vacation ownership resorts, marketing and selling VOIs, providing financing to customers who purchase...

  • Page 170
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) The following table presents revenues, operating income, assets and capital expenditures for the Company's reportable segments (in millions): 2009 2008 2007 Revenues: Hotel ...$4,038 Vacation ownership and ...

  • Page 171
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) Capital expenditures: Hotel ...$132 Vacation ownership and residential ...37 Corporate...27 Total ...$196 $282 110 84 $476 $211 96 77 $384 The following table presents revenues and long-lived assets by ...

  • Page 172
    STARWOOD HOTELS & RESORTS WORLDWIDE, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) Note 26. Quarterly Results (Unaudited) March 31 Three Months Ended June 30 September 30 December 31 (In millions, except per share data) Year 2009 Revenues ...Costs and expenses ...Income from continuing ...

  • Page 173
    ... II STARWOOD HOTELS & RESORTS WORLDWIDE, INC. VALUATION AND QUALIFYING ACCOUNTS (In millions) Additions (Deductions) Charged to/reversed Charged from to/from Other Payments/ Expenses Accounts(a) Other Balance January 1, Balance December 31, 2009 Trade receivables - allowance for doubtful accounts...

  • Page 174
    ... should contact our transfer agent at: American Stock Transfer & Trust Company 59 Maiden Lane, New York, New York 10038 800 350 6202, www.amstock.com FORM 10-K AND OTHER INVESTOR INFORMATION A copy of the Annual Report of Starwood Hotels & Resorts Worldwide, Inc. ("Starwood") on Form 10-K filed with...

  • Page 175
    2009 NEW OPENINGS The St. Regis Atlanta Hotel The St. Regis Deer Crest Resort The St. Regis Mexico City The Andaman A Luxury Collection Resort Hotel Paracas A Luxury Collection Hotel ITC Royal Gardenia A Luxury Collection Hotel W Atlanta - Downtown W Barcelona W Boston W Doha Hotel & Residences W ...

  • Page 176
    ... Airport Four Points by Sheraton Cybercity Four Points by Sheraton Guangzhou, Dongpu Four Points by Sheraton Indianapolis Carmel Four Points by Sheraton Jaipur City Square Four Points by Sheraton Kuching Four Points by Sheraton Los Angeles Four Points by Sheraton Midtown - Times Square Four Points...

  • Page 177
    SHERATON DAMEISHA RESORT SHENZHEN, CHINA FOUR POINTS BY SHERATON PANORAMAHAUS DORNBIRN AUSTRIA