HOT / Starwood Hotels & Resorts Worldwide, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Starwood Hotels & Resorts Worldwide, Inc.
US ˙ NYSE
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 316206
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Starwood Hotels & Resorts Worldwide, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
June 26, 2017 11-K

Starwood Hotels & Resorts Worldwide 11-K

11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 3, 2016 15-12B

Starwood Hotels & Resorts Worldwide 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-7959 Starwood Hotels & Resorts Worldwide, LLC (formerly known as St

September 23, 2016 POS AM

Starwood Hotels & Resorts Worldwide POS AM

POS AM As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 EX-3.5

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT STARWOOD HOTELS & RESORTS WORLDWIDE, LLC

EX-3.5 Exhibit 3.5 EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF STARWOOD HOTELS & RESORTS WORLDWIDE, LLC This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Starwood Hotels & Resorts Worldwide, LLC, a Maryland limited liability company (the “Company”), dated and effective as of 12:06 a.m. New York City time on thi

September 23, 2016 EX-3.2

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

EX-3.2 Exhibit 3.2 EXECUTION VERSION STARWOOD HOTELS & RESORTS WORLDWIDE, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from tim

September 23, 2016 POS AM

Starwood Hotels & Resorts Worldwide POS AM

POS AM 1 d256279dposam.htm POS AM As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-96715 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 UNDER THE SECURITIES ACT OF 1933 STARWOOD HOTELS & RESORTS WORLDWIDE, LLC (Exact Name of Registrant as Specified in Its Charter) Maryland 52-1193298

September 23, 2016 EX-3.3

STARWOOD HOTELS & RESORTS WORLDWIDE, LLC ARTICLES OF ORGANIZATION

EX-3.3 4 d244396dex33.htm EX-3.3 Exhibit 3.3 STARWOOD HOTELS & RESORTS WORLDWIDE, LLC ARTICLES OF ORGANIZATION THESE ARTICLES OF ORGANIZATION (hereinafter referred to as these “Articles”) are made this 22nd day of September, 2016, by the undersigned authorized person. EXPLANATORY STATEMENT The undersigned, being authorized to execute and file these Articles for purposes of converting Starwood Hote

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 POS AM

Starwood Hotels & Resorts Worldwide POS AM

POS AM As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 POS AM

Starwood Hotels & Resorts Worldwide POS AM

POS AM As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 4, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2

September 23, 2016 POS AM

Starwood Hotels & Resorts Worldwide POS AM

POS AM As filed with the Securities and Exchange Commission on September 23, 2016 Registration No.

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d258598ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-189674 Registration No. 333-115926 Registration No. 333-111384 Registration No. 333-97469 Registration No. 333-93469 Registration No. 333-84203 Registration No. 333-75947 Registration No. 333-75857 Registration No. 333-58141-01 Registration No. 333-49931-01 Registrati

September 23, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2016 Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc.) (Exact Name of Registrant as Specified in its Charter) Ma

September 23, 2016 EX-3.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION ARTICLE I

EX-3.1 2 d244396dex31.htm EX-3.1 Exhibit 3.1 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION ARTICLE I NAME The name of the corporation (the “Corporation”) is: Starwood Hotels & Resorts Worldwide, Inc. ARTICLE II PURPOSE The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under t

September 23, 2016 S-8 POS

Starwood Hotels & Resorts Worldwide S-8 POS

S-8 POS 1 d222472ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 23, 2016 Registration No. 333-75859 Registration No. 333-73461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-75859 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-73461 FOR

September 23, 2016 EX-3.4

LIMITED LIABILITY COMPANY OPERATING AGREEMENT STARWOOD HOTELS & RESORTS WORLDWIDE, LLC

EX-3.4 5 d244396dex34.htm EX-3.4 Exhibit 3.4 EXECUTION COPY LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF STARWOOD HOTELS & RESORTS WORLDWIDE, LLC This Limited Liability Company Operating Agreement (this “Agreement”) of Starwood Hotels & Resorts Worldwide, LLC, a Maryland limited liability company (the “Company”), dated and effective as of 12:02 a.m. New York time on this 23rd day of September,

August 8, 2016 EX-99.1

UPDATE ON CHINA’S MINISTRY OF COMMERCE REVIEW OF MARRIOTT AND STARWOOD MERGER

EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 UPDATE ON CHINA’S MINISTRY OF COMMERCE REVIEW OF MARRIOTT AND STARWOOD MERGER BETHESDA, Md., August 8, 2016 – Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today announced that, at the request of the Chinese Ministry of Commerce (MOFCOM), they have agreed to extend the time period for MOFCOM to c

August 8, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or O

July 29, 2016 10-Q

Starwood Hotels & Resorts Worldwide FORM 10-Q (Quarterly Report)

10-Q 1 hot-10q20160630.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2016 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Nu

July 26, 2016 EX-99.1

Three Months Ended June 30,

hot-ex99157.htm Exhibit 99.1 Investor Contact Stephen Pettibone 203-351-3500 One StarPoint Stamford, CT 06902 United States Media Contact KC Kavanagh 866-478-2777 STARWOOD REPORTS SECOND QUARTER 2016 RESULTS STAMFORD, Conn. (July 26, 2016) ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today reported second quarter 2016 financial results. Second Quarter 2016 Highlights ? Including special

July 26, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 hot-8k20160726.htm HOT-8K-20160726 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 1-7959 52-1193298 (Sta

June 21, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 21, 2016 Starwood Hotels & Resorts Worldwide, Inc.

June 21, 2016 EX-99.1

INTERVAL LEISURE GROUP AND STARWOOD HOTELS & RESORTS WORLDWIDE PROVIDE UPDATE ON STOCKHOLDER TAX MATTERS RELATED TO ACQUISITION OF VISTANA SIGNATURE EXPERIENCES

Exhibit 99.1 INTERVAL LEISURE GROUP AND STARWOOD HOTELS & RESORTS WORLDWIDE PROVIDE UPDATE ON STOCKHOLDER TAX MATTERS RELATED TO ACQUISITION OF VISTANA SIGNATURE EXPERIENCES MIAMI, FL & STAMFORD, CT, June 21, 2016 ? Interval Leisure Group, Inc. (NASDAQ: IILG) (?ILG?) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (?Starwood?), today announced that in connection with ILG?s acquisition of

June 17, 2016 11-K

Starwood Hotels & Resorts Worldwide 11-K

11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2016 EX-99.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Introduction As previously, disclosed, on May 11, 2016, Starwood Hotels & Resorts Worldwide, Inc. (?Starwood? or ?we? or ?our?) completed a series of transactions with Interval Leisure Group, Inc. (?ILG?) and certain of its subsidiaries involving our vacation ownership business (

May 16, 2016 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 a16-1136618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorpo

May 12, 2016 EX-99.1

INTERVAL LEISURE GROUP COMPLETES ACQUISITION OF VISTANA SIGNATURE EXPERIENCES FROM STARWOOD HOTELS & RESORTS

Exhibit 99.1 INTERVAL LEISURE GROUP COMPLETES ACQUISITION OF VISTANA SIGNATURE EXPERIENCES FROM STARWOOD HOTELS & RESORTS MIAMI, FL & STAMFORD, CT, May 12, 2016 ? Interval Leisure Group, Inc. (ILG) (NASDAQ:IILG), a leading global provider of professionally delivered vacation experiences, has completed the previously announced acquisition of Vistana Signature Experiences, Inc. (?Vistana?), a leadin

May 12, 2016 EX-10.1

Exhibit 10.1 to Starwood’s Form 8-K filed May 12, 2016 (File No. 001-07959).

EX-10.1 2 a16-111251ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION LICENSE, SERVICES AND DEVELOPMENT AGREEMENT dated as of May 11, 2016 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC. and VISTANA SIGNATURE EXPERIENCES, INC. and INTERVAL LEISURE GROUP, INC. TABLE OF CONTENTS Page 1. LICENSE 1 2. NONCOMPETITION AGREEMENT; EXCLUSIVITY AND RESERVED RIGHTS 3 2.1 Noncompetition Agreement 3 2.2

May 12, 2016 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2016 Starwood Hotels & Reso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2016 Starwood Hotels & Resorts Worldwide, Inc.

May 12, 2016 EX-10.2

Exhibit 10.2 to Starwood’s Form 8-K filed May 12, 2016 (File No. 001-07959).

EX-10.2 3 a16-111251ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION NONCOMPETITION AGREEMENT dated as of MAY 11, 2016 by and between STARWOOD HOTELS & RESORTS WORLDWIDE, INC. and VISTANA SIGNATURE EXPERIENCES, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Table of Definitions 3 ARTICLE II STARWOOD NONCOMPETITION COVENANTS 3 Section 2.1 Restri

May 10, 2016 EX-99.1

2

EX-99.1 2 a16-108091ex99d1.htm EX-99.1 Exhibit 99.1 INTERVAL LEISURE GROUP AND STARWOOD HOTELS & RESORTS WORLDWIDE PROVIDE UPDATE ON STOCKHOLDER TAX MATTERS AND CLOSING OF ACQUISITION OF VISTANA SIGNATURE EXPERIENCES MIAMI & STAMFORD, Conn. — May 9, 2016 — Interval Leisure Group, Inc. (Nasdaq: IILG) (“ILG”) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (“Starwood”) today announced that

May 10, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a16-1080918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-1193298 (State or other jurisd

May 4, 2016 10-Q

Starwood Hotels & Resorts Worldwide 10-Q (Quarterly Report)

hot-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2016 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-7959 STA

May 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

hot-8k20160503.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction

May 3, 2016 EX-99.1

Three Months Ended

hot-ex9916.htm Exhibit 99.1 Investor Contact Stephen Pettibone 203-351-3500 One StarPoint Stamford, CT 06902 United States Media Contact KC Kavanagh 866-478-2777 STARWOOD REPORTS FIRST QUARTER 2016 RESULTS STAMFORD, Conn. (May 3, 2016) ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today reported first quarter 2016 financial results. First Quarter 2016 Highlights ? Excluding special items

May 2, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a16-1016018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 29, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-1193298 (State or other jur

May 2, 2016 EX-99.1

INTERVAL LEISURE GROUP AND STARWOOD HOTELS AND RESORTS WORLDWIDE PROVIDE UPDATE ON ACQUISITION OF VISTANA SIGNATURE EXPERIENCES

Exhibit 99.1 INTERVAL LEISURE GROUP AND STARWOOD HOTELS AND RESORTS WORLDWIDE PROVIDE UPDATE ON ACQUISITION OF VISTANA SIGNATURE EXPERIENCES MIAMI, Florida, and STAMFORD, Connecticut — April 29, 2016 — Interval Leisure Group, Inc. (Nasdaq: IILG) (“ILG”) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (“Starwood”) today announced a brief delay in the planned closing of ILG’s acquisition o

April 29, 2016 10-K/A

Starwood Hotels & Resorts Worldwide 10-K/A (Annual Report)

10-K/A 1 d168056d10ka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the trans

April 19, 2016 EX-2.2

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., Interval Leisure Group, Inc. Dated as of April 18, 2016

Exhibit 2.2 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc. Dated as of April 18, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Cross References 15 Section 1.03. Interpretation 17 ARTICLE II THE MERGER Sectio

April 19, 2016 EX-2.1

AMENDED AND RESTATED SEPARATION AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of April 18, 2016

Exhibit 2.1 AMENDED AND RESTATED SEPARATION AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., and INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of April 18, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II THE INTERNAL REORGANIZATION 14 Section 2.1 Internal Reorganization 14 Section 2.2 Consents 15 Secti

April 19, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a16-857718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-1193298 (State or other juri

April 19, 2016 EX-10.1

AMENDMENT TO EMPLOYEE MATTERS AGREEMENT

EX-10.1 4 a16-85801ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT TO EMPLOYEE MATTERS AGREEMENT This Amendment (this “Amendment”) to the Employee Matters Agreement, dated as of October 27, 2015, by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation and the sole stockholder of Vistana (“Starwood”), Vistana Signature Experiences, Inc., a Delaware corporation and a wholly-owned Su

April 19, 2016 EX-2.2

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., Interval Leisure Group, Inc. Dated as of April 18, 2016

EX-2.2 3 a16-85771ex2d2.htm EX-2.2 Exhibit 2.2 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc. Dated as of April 18, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Cross References 15 Section 1.03. Interpretat

April 19, 2016 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2016 Vistana Signature Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2016 Vistana Signature Experiences, Inc.

April 19, 2016 EX-2.1

AMENDED AND RESTATED SEPARATION AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of April 18, 2016

Exhibit 2.1 AMENDED AND RESTATED SEPARATION AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., and INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of April 18, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II THE INTERNAL REORGANIZATION 14 Section 2.1 Internal Reorganization 14 Section 2.2 Consents 15 Secti

April 19, 2016 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2016 Starwood Hotels & Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2016 Starwood Hotels & Resorts Worldwide, Inc.

April 19, 2016 EX-2.1

AMENDED AND RESTATED SEPARATION AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of April 18, 2016

EX-2.1 2 a16-85801ex2d1.htm EX-2.1 Exhibit 2.1 AMENDED AND RESTATED SEPARATION AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., and INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of April 18, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II THE INTERNAL REORGANIZATION 14 Section 2.1 Internal Reorganizati

April 19, 2016 EX-2.2

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., Interval Leisure Group, Inc. Dated as of April 18, 2016

Exhibit 2.2 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc. Dated as of April 18, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Cross References 15 Section 1.03. Interpretation 17 ARTICLE II THE MERGER Sectio

April 8, 2016 EX-99.1

1

EX-99.1 2 ex99-1.htm Exhibit 99.1 MARRIOTT AND STARWOOD STOCKHOLDERS VOTE TO APPROVE MERGER Bethesda, MD and Stamford, CT, April 8, 2016 – Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) announced that at separate special stockholder meetings today the stockholders of both companies approved proposals relating to Marriott’s acquisition of Starwo

April 8, 2016 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction

April 4, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

April 4, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Marriott International and St

April 1, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporatio

April 1, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

April 1, 2016 EX-99.1

Starwood Hotels & Resorts Announces Anbang Consortium Has Withdrawn Offer Reaffirms Commitment to Merge with Marriott Values Starwood at $77.94 Per Share or $13.3 Billion; Total Per Share Value of $84.07 With Separate ILG Transaction Consideration Pr

Exhibit 99.1 Starwood Hotels & Resorts Announces Anbang Consortium Has Withdrawn Offer Reaffirms Commitment to Merge with Marriott Values Starwood at $77.94 Per Share or $13.3 Billion; Total Per Share Value of $84.07 With Separate ILG Transaction Consideration Provides Significant Upfront Cash and Long-Term Ownership in Largest Hospitality Company in the World Transaction Expected to Create $250 M

April 1, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 News MARRIOTT AND STARWOOD BO

April 1, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

425 1 form425.htm Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott

April 1, 2016 EX-99.1

Starwood Hotels & Resorts Announces Anbang Consortium Has Withdrawn Offer Reaffirms Commitment to Merge with Marriott Values Starwood at $77.94 Per Share or $13.3 Billion; Total Per Share Value of $84.07 With Separate ILG Transaction Consideration Pr

EX-99.1 2 ex99-1.htm Exhibit 99.1 Starwood Hotels & Resorts Announces Anbang Consortium Has Withdrawn Offer Reaffirms Commitment to Merge with Marriott Values Starwood at $77.94 Per Share or $13.3 Billion; Total Per Share Value of $84.07 With Separate ILG Transaction Consideration Provides Significant Upfront Cash and Long-Term Ownership in Largest Hospitality Company in the World Transaction Expe

April 1, 2016 8-K

Starwood Hotels & Resorts Worldwide 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporation

April 1, 2016 425

Starwood Hotels & Resorts Worldwide 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporation

April 1, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdicti

March 28, 2016 EX-99.1

Starwood Hotels & Resorts Board of Directors Determines Revised Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital is Reasonably Likely to Lead to a “Superior Proposal”

Exhibit 99.1 Starwood Hotels & Resorts Board of Directors Determines Revised Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital is Reasonably Likely to Lead to a “Superior Proposal” Stamford, CT, March 28, 2016 – Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (“Starwood”) today announced that its Board of Directors, in consultation with its leg

March 28, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporatio

March 28, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporatio

March 28, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 28, 2016 EX-99.1

Starwood Hotels & Resorts Board of Directors Determines Revised Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital is Reasonably Likely to Lead to a “Superior Proposal”

Exhibit 99.1 Starwood Hotels & Resorts Board of Directors Determines Revised Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital is Reasonably Likely to Lead to a ?Superior Proposal? Stamford, CT, March 28, 2016 ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (?Starwood?) today announced that its Board of Directors, in consultation with its leg

March 28, 2016 425

Marriott International FORM 8-K (Prospectus)

425 1 d269289d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2016 MARRIOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-13881 52-2055918 (State or other jurisdicti

March 28, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 28, 2016 EX-99.1

MARRIOTT INTERNATIONAL REAFFIRMS ITS COMMITMENT TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE; SAYS ITS SIGNED DEAL PROVIDES GREATER LONG-TERM VALUE FOR STARWOOD STOCKHOLDERS Marriott Will Adjourn Special Meeting of Stockholders to April 8, 2016

Exhibit 99.1 Exhibit 99.1 News MARRIOTT INTERNATIONAL REAFFIRMS ITS COMMITMENT TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE; SAYS ITS SIGNED DEAL PROVIDES GREATER LONG-TERM VALUE FOR STARWOOD STOCKHOLDERS Marriott Will Adjourn Special Meeting of Stockholders to April 8, 2016 Bethesda, Md., March 28, 2016 ? Marriott International, Inc. (NASDAQ: MAR) today reaffirmed its commitment to acquire Star

March 25, 2016 425

Starwood Hotels & Resorts Worldwide 8-K (Prospectus)

8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 25, 2016 EX-99.6

CONSENT OF DEUTSCHE BANK SECURITIES INC.

EX-99.6 Exhibit 99.6 CONSENT OF DEUTSCHE BANK SECURITIES INC. March 25, 2016 Board of Directors Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Re: Current Report on Form 8-K of Marriott International, Inc. Members of the Board, We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, to the Board of Directors of Marriott International, Inc. (?Marriott?)

March 25, 2016 EX-99.5

Deutsche Bank Securities Inc.

EX-99.5 Exhibit 99.5 March 20, 2016 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Board of Directors Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Ladies and Gentlemen: Deutsche Bank Securities Inc. (?Deutsche Bank?) has acted as financial advisor to Marriott International, Inc. (?Marriott?) in connection with the Agreement and Plan of Merger dated as of Nov

March 25, 2016 EX-99.1

March 20, 2016

EX-99.1 Exhibit 99.1 March 20, 2016 The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Members of the Board: You have requested our opinion as to the fairness, from a financial point of view, to the holders of the common stock of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (?Starwood?) (other than Excluded Holders (defined below)

March 25, 2016 EX-99.1

March 20, 2016

EX-99.1 Exhibit 99.1 March 20, 2016 The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Members of the Board: You have requested our opinion as to the fairness, from a financial point of view, to the holders of the common stock of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”) (other than Excluded Holders (defined below)

March 25, 2016 EX-99.3

March 20, 2016

EX-99.3 Exhibit 99.3 March 20, 2016 The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Dear Members of the Board: We understand that Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (?Starwood?), Marriott International Inc., a Delaware corporation (?Marriott?), Solar Merger Sub 1, Inc., a Maryland corporation and wholly owned subsidia

March 25, 2016 EX-99.6

CONSENT OF DEUTSCHE BANK SECURITIES INC.

EX-99.6 Exhibit 99.6 CONSENT OF DEUTSCHE BANK SECURITIES INC. March 25, 2016 Board of Directors Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Re: Current Report on Form 8-K of Marriott International, Inc. Members of the Board, We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, to the Board of Directors of Marriott International, Inc. (?Marriott?)

March 25, 2016 EX-99.2

CONSENT OF CITIGROUP GLOBAL MARKETS INC.

EX-99.2 4 d135422dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF CITIGROUP GLOBAL MARKETS INC. The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, as Exhibit 99.1 to, and to the reference thereto under the captions “The Combination Transactions—Background o

March 25, 2016 EX-99.3

March 20, 2016

EX-99.3 Exhibit 99.3 March 20, 2016 The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Dear Members of the Board: We understand that Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (?Starwood?), Marriott International Inc., a Delaware corporation (?Marriott?), Solar Merger Sub 1, Inc., a Maryland corporation and wholly owned subsidia

March 25, 2016 EX-99.6

CONSENT OF DEUTSCHE BANK SECURITIES INC.

EX-99.6 8 d135422dex996.htm EX-99.6 Exhibit 99.6 CONSENT OF DEUTSCHE BANK SECURITIES INC. March 25, 2016 Board of Directors Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Re: Current Report on Form 8-K of Marriott International, Inc. Members of the Board, We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, to the Board of Directors of Marriott Inter

March 25, 2016 EX-99.5

Deutsche Bank Securities Inc.

EX-99.5 Exhibit 99.5 March 20, 2016 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Board of Directors Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Ladies and Gentlemen: Deutsche Bank Securities Inc. (?Deutsche Bank?) has acted as financial advisor to Marriott International, Inc. (?Marriott?) in connection with the Agreement and Plan of Merger dated as of Nov

March 25, 2016 EX-99.4

CONSENT OF LAZARD FRÈRES & CO. LLC

EX-99.4 Exhibit 99.4 CONSENT OF LAZARD FR?RES & CO. LLC The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, to the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (?Starwood?) as Exhibit 99.3 to, and reference thereto under the headin

March 25, 2016 EX-99.2

CONSENT OF CITIGROUP GLOBAL MARKETS INC.

EX-99.2 Exhibit 99.2 CONSENT OF CITIGROUP GLOBAL MARKETS INC. The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, as Exhibit 99.1 to, and to the reference thereto under the captions “The Combination Transactions—Background of the Combination Transactio

March 25, 2016 EX-99.5

Deutsche Bank Securities Inc.

EX-99.5 Exhibit 99.5 March 20, 2016 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Board of Directors Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Ladies and Gentlemen: Deutsche Bank Securities Inc. (?Deutsche Bank?) has acted as financial advisor to Marriott International, Inc. (?Marriott?) in connection with the Agreement and Plan of Merger dated as of Nov

March 25, 2016 EX-99.4

CONSENT OF LAZARD FRÈRES & CO. LLC

EX-99.4 6 d135422dex994.htm EX-99.4 Exhibit 99.4 CONSENT OF LAZARD FRÈRES & CO. LLC The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, to the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) as Exhibit 99.3 to, and refere

March 25, 2016 EX-99.3

March 20, 2016

Exhibit 99.3 March 20, 2016 The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Dear Members of the Board: We understand that Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Marriott International Inc., a Delaware corporation (“Marriott”), Solar Merger Sub 1, Inc., a Maryland corporation and wholly owned subsidiary of St

March 25, 2016 EX-99.4

CONSENT OF LAZARD FRÈRES & CO. LLC

EX-99.4 Exhibit 99.4 CONSENT OF LAZARD FR?RES & CO. LLC The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, to the Board of Directors of Starwood Hotels & Resorts Worldwide, Inc. (?Starwood?) as Exhibit 99.3 to, and reference thereto under the headin

March 25, 2016 425

Marriott International 8-K (Prospectus)

8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2016 8-K

Starwood Hotels & Resorts Worldwide 8-K (Current Report/Significant Event)

8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 25, 2016 EX-99.1

March 20, 2016

EX-99.1 Exhibit 99.1 March 20, 2016 The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Members of the Board: You have requested our opinion as to the fairness, from a financial point of view, to the holders of the common stock of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”) (other than Excluded Holders (defined below)

March 25, 2016 EX-99.2

CONSENT OF CITIGROUP GLOBAL MARKETS INC.

EX-99.2 Exhibit 99.2 CONSENT OF CITIGROUP GLOBAL MARKETS INC. The Board of Directors Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, CT 06902 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated March 20, 2016, as Exhibit 99.1 to, and to the reference thereto under the captions ?The Combination Transactions?Background of the Combination Transactio

March 24, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 UPDATE REGARDING THE PROPOSED

March 24, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 23, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 STARWOOD UPDATE TALKING POINT

March 22, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Marriott International, Inc.

March 21, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 News Contact: Tom Marder, (30

March 21, 2016 EX-2.1

AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 ex2-1.htm Exhibit 2.1 AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER This Amendment Number 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of November 15, 2015, by and among Marriott International, Inc., a Delaware corporation (“Marriott”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Solar Merger Sub 1, Inc., a Maryland corporatio

March 21, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Marriott International shared

March 21, 2016 425

Marriott International FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2016 MARRIOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-13881 52-2055918 (State or other jurisdiction of incorporation)

March 21, 2016 EX-99.1

MARRIOTT INTERNATIONAL AND STARWOOD HOTELS & RESORTS WORLDWIDE SIGN AMENDED MERGER AGREEMENT Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion; Total Per Share Value of $85.36 With Separate ILG Transaction Consideration

Exhibit 99.1 News MARRIOTT INTERNATIONAL AND STARWOOD HOTELS & RESORTS WORLDWIDE SIGN AMENDED MERGER AGREEMENT Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion; Total Per Share Value of $85.36 With Separate ILG Transaction Consideration • Starwood’s Board of Directors determined that revised terms from Marriott constitute a superior proposal compared to previously announced offer

March 21, 2016 EX-2.1

AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 ex2-1.htm Exhibit 2.1 AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER This Amendment Number 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of November 15, 2015, by and among Marriott International, Inc., a Delaware corporation (“Marriott”), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Solar Merger Sub 1, Inc., a Maryland corporatio

March 21, 2016 425

Marriott International 425 (Prospectus)

425 1 d115745d425.htm 425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 The fol

March 21, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 21, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

425 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdictio

March 21, 2016 EX-2.1

AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 EXECUTION COPY AMENDMENT NUMBER 1 TO AGREEMENT AND PLAN OF MERGER This Amendment Number 1 (this ?Amendment?) to the Agreement and Plan of Merger, dated as of November 15, 2015, by and among Marriott International, Inc., a Delaware corporation (?Marriott?), Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (?Starwood?), Solar Merger Sub 1, Inc., a Maryland corpora

March 21, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 21, 2016 EX-99.1

MARRIOTT INTERNATIONAL AND STARWOOD HOTELS & RESORTS WORLDWIDE SIGN AMENDED MERGER AGREEMENT Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion; Total Per Share Value of $85.36 With Separate ILG Transaction Consideration

EX-99.1 3 ex99-1.htm Exhibit 99.1 MARRIOTT INTERNATIONAL AND STARWOOD HOTELS & RESORTS WORLDWIDE SIGN AMENDED MERGER AGREEMENT Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion; Total Per Share Value of $85.36 With Separate ILG Transaction Consideration ● Starwood’s Board of Directors determined that revised terms from Marriott constitute a superior proposal compared to previously

March 21, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 The following is a LinkedIn p

March 21, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 The following was sent via em

March 21, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdictio

March 21, 2016 EX-99.1

MARRIOTT INTERNATIONAL AND STARWOOD HOTELS & RESORTS WORLDWIDE SIGN AMENDED MERGER AGREEMENT Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion; Total Per Share Value of $85.36 With Separate ILG Transaction Consideration

Exhibit 99.1 MARRIOTT INTERNATIONAL AND STARWOOD HOTELS & RESORTS WORLDWIDE SIGN AMENDED MERGER AGREEMENT Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion; Total Per Share Value of $85.36 With Separate ILG Transaction Consideration ● Starwood’s Board of Directors determined that revised terms from Marriott constitute a superior proposal compared to previously announced offer by Co

March 21, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Filed by Marriott Internation

March 18, 2016 EX-99.1

Starwood Hotels & Resorts Determines Unsolicited Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital Constitutes a “Superior Proposal” Notifies Marriott of Intention to Terminate Merger Agreement Marriott

Exhibit 99.1 Starwood Hotels & Resorts Determines Unsolicited Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital Constitutes a ?Superior Proposal? Notifies Marriott of Intention to Terminate Merger Agreement Marriott Has Right Until March 28, 2016 to Submit Counterproposal Starwood Stockholder Meeting Postponed Stamford, CT, March 18, 2016 ? Starwood

March 18, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 18, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporatio

March 18, 2016 EX-99.1

STARWOOD HOTELS AND RESORTS ANNOUNCES DETAILS FOR COMPLETION OF SPIN-OFF AND SUBSEQUENT MERGER OF ITS VACATION OWNERSHIP BUSINESS

Exhibit 99.1 STARWOOD HOTELS AND RESORTS ANNOUNCES DETAILS FOR COMPLETION OF SPIN-OFF AND SUBSEQUENT MERGER OF ITS VACATION OWNERSHIP BUSINESS STAMFORD, CONN. ? March 18, 2016 ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (?Starwood?) today announced that its Board of Directors has set a record date of March 28, 2016, for the proposed spin-off of its vacation ownership business, Vistana

March 18, 2016 425

Starwood Hotels & Resorts Worldwide 8-K (Prospectus)

425 1 a16-679518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-1193298 (State or other juri

March 18, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Marriott International, Inc.

March 18, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 18, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdictio

March 18, 2016 EX-99.1

STARWOOD HOTELS AND RESORTS ANNOUNCES DETAILS FOR COMPLETION OF SPIN-OFF AND SUBSEQUENT MERGER OF ITS VACATION OWNERSHIP BUSINESS

Exhibit 99.1 STARWOOD HOTELS AND RESORTS ANNOUNCES DETAILS FOR COMPLETION OF SPIN-OFF AND SUBSEQUENT MERGER OF ITS VACATION OWNERSHIP BUSINESS STAMFORD, CONN. ? March 18, 2016 ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (?Starwood?) today announced that its Board of Directors has set a record date of March 28, 2016, for the proposed spin-off of its vacation ownership business, Vistana

March 18, 2016 EX-99.1

Starwood Hotels & Resorts Determines Unsolicited Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital Constitutes a “Superior Proposal” Notifies Marriott of Intention to Terminate Merger Agreement Marriott

Exhibit 99.1 Starwood Hotels & Resorts Determines Unsolicited Proposal from Consortium Consisting of Anbang Insurance Group, J.C. Flowers and Primavera Capital Constitutes a ?Superior Proposal? Notifies Marriott of Intention to Terminate Merger Agreement Marriott Has Right Until March 28, 2016 to Submit Counterproposal Starwood Stockholder Meeting Postponed Stamford, CT, March 18, 2016 ? Starwood

March 18, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2016 Starwood Hotels & Resorts Worldwide, Inc.

March 14, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 14, 2016 EX-99.1

MARRIOTT INTERNATIONAL REAFFIRMS COMMITMENT TO MERGE WITH STARWOOD HOTELS AND RESORTS WORLDWIDE

EX-99.1 2 d115745dex991.htm EX-99.1 Exhibit 99.1 News Contact: Tom Marder, (301) 380-2553, [email protected] MARRIOTT INTERNATIONAL REAFFIRMS COMMITMENT TO MERGE WITH STARWOOD HOTELS AND RESORTS WORLDWIDE Bethesda, MD, March 14, 2016 – Marriott International, Inc. (NASDAQ: MAR) today reaffirmed its commitment to acquire Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) to create the w

March 14, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 The following is a message to

March 14, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 14, 2016 EX-99.1

Starwood Hotels & Resorts Announces Receipt of Unsolicited Acquisition Proposal

EX-99.1 2 ex99-1.htm Exhibit 99.1 Starwood Hotels & Resorts Announces Receipt of Unsolicited Acquisition Proposal Stamford, CT, March 14, 2016 – Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (“Starwood”) today announced that on March 10, 2016 it received a non-binding proposal from a consortium of companies (the “Consortium”) to acquire all of the outstanding shares of common stock of Star

March 14, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 14, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 14, 2016 425

Starwood Hotels & Resorts Worldwide CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporatio

March 14, 2016 EX-99.1

Starwood Hotels & Resorts Announces Receipt of Unsolicited Acquisition Proposal

Exhibit 99.1 Starwood Hotels & Resorts Announces Receipt of Unsolicited Acquisition Proposal Stamford, CT, March 14, 2016 ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (?Starwood?) today announced that on March 10, 2016 it received a non-????????binding proposal from a consortium of companies (the ?Consortium?) to acquire all of the outstanding shares of common stock of Starwood for $76.

March 14, 2016 425

Marriott International 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2016 MARRIOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-13881 52-2055918 (State or other jurisdiction of incorporation) (Comm

March 14, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

425 1 form425.htm Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott

March 14, 2016 8-K

Starwood Hotels & Resorts Worldwide CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporatio

March 14, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Dear Associates: As you may h

March 14, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 On March 14, 2016, Marriott I

March 7, 2016 425

Starwood Hotels & Resorts Worldwide 425 (Prospectus)

1 Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. File No. 001-07959 Explanatory note: The following excerpts are from an investor presentation first used by Interval Leisure G

March 1, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc

March 1, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Contacts: Tom Marder Carrie B

February 25, 2016 EX-99.1

Safe Harbor Forward Looking Statements Information set forth in this communication, including financial estimates and statements as projected growth constitute forward-looking statements within the meaning of the Private Securities Litigation Reform

Exhibit 99.1 Safe Harbor Forward Looking Statements Information set forth in this communication, including financial estimates and statements as projected growth constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statement other than statements of historical fact, including statements regarding intent

February 25, 2016 EX-12.1

Year Ended December 31,

Exhibit 12.1 Starwood Hotels & Resorts Worldwide, Inc. Calculation of Ratio of Earnings to Total Fixed Charges Year Ended December 31, (Dollars in millions, except ratio) 2015 2014 2013 2012 2011 Income from continuing operations before income taxes $ 669 $ 782 $ 828 $ 618 $ 425 Income related to equity method investees (41 ) (27 ) (26 ) (25 ) (11 ) 628 755 802 593 414 Add/(deduct): Fixed charges

February 25, 2016 10-K

Starwood Hotels & Resorts Worldwide 10-K (Annual Report)

hot-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-7959 STARWOOD

February 25, 2016 EX-99.1

Safe Harbor Forward Looking Statements Information set forth in this communication, including financial estimates and statements as projected growth constitute forward-looking statements within the meaning of the Private Securities Litigation Reform

Exhibit 99.1 Safe Harbor Forward Looking Statements Information set forth in this communication, including financial estimates and statements as projected growth constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statement other than statements of historical fact, including statements regarding intent

February 25, 2016 425

Starwood Hotels & Resorts Worldwide 8-K (Prospectus)

425 1 a16-532918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 25, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-1193298 (State or other j

February 25, 2016 EX-21.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. SUBSIDIARIES OF THE REGISTRANTS

Exhibit 21.1 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. SUBSIDIARIES OF THE REGISTRANTS Wholly Owned Direct or Indirect Subsidiaries Carrying on the Same Line of Business as Named Subsidiary Operating Operating Jurisdiction of Line of in the in Foreign Name Organization Parent Business United States Countries Starwood Hotels & Resorts Worldwide, Inc. (SH&RWI) Maryland — Lodging 282 22 HOT Global Ho

February 25, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 25, 2016 Starwood Hotels & Resorts Worldwide, Inc.

February 22, 2016 425

Starwood Hotels & Resorts Worldwide 425 (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. File No. 001-07959 The following are excerpts from the Q4 2015 Starwood Hotels & Resorts Worldwide, Inc. Earnings Call held on F

February 19, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

425 1 form425.htm Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott In

February 19, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Marriott International, Inc.

February 18, 2016 EX-99.1

Three Months Ended

hot-ex9916.htm Exhibit 99.1 Investor Contact Stephen Pettibone 203-351-3500 One StarPoint Stamford, CT 06902 United States Media Contact KC Kavanagh 866-478-2777 STARWOOD REPORTS FOURTH QUARTER 2015 RESULTS STAMFORD, Conn. (February 18, 2016) ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today reported fourth quarter 2015 financial results. Fourth Quarter 2015 Highlights ? Excluding spec

February 18, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 hot-8k20160218.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 1-7959 52-1193298 (State or Ot

February 18, 2016 DEFM14A

Starwood Hotels & Resorts Worldwide DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

February 18, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

425 1 form425.htm Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott In

February 18, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.:

February 18, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.:

February 18, 2016 425

Starwood Hotels & Resorts Worldwide 8-K (Prospectus)

hot-8k20160218.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisd

February 18, 2016 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.: 333-208684 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-0795

February 18, 2016 EX-99.1

Three Months Ended

hot-ex9916.htm Exhibit 99.1 Investor Contact Stephen Pettibone 203-351-3500 One StarPoint Stamford, CT 06902 United States Media Contact KC Kavanagh 866-478-2777 STARWOOD REPORTS FOURTH QUARTER 2015 RESULTS STAMFORD, Conn. (February 18, 2016) ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today reported fourth quarter 2015 financial results. Fourth Quarter 2015 Highlights ? Excluding spec

February 16, 2016 425

Starwood Hotels & Resorts Worldwide 425 (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide Inc. File No. 001-07959 Merger Update February 16, 2016 SVO Team, It was only a year ago when Starwood Hotels & Resorts announced that

February 16, 2016 SC 13G/A

Starwood Hotels & Resorts Worldwide AMENDMENT NO. 2 TO SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

Amendment No. 2 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 2)* STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

February 16, 2016 SC 13G

Starwood Hotels & Resorts Worldwide 3G (Passive Acquisition of More Than 5% of Shares)

SC 13G 1 formsc13g-starwood.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 85590A401 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this State

February 16, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.:

February 11, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.:

February 11, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Commission File No. for Registration Statement on Form S-4 filed by Marriott International, Inc.:

February 10, 2016 SC 13G/A

HOT / Starwood Hotels & Resorts Worldwide, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 starwoodhotelsresortswwinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Starwood Hotels & Resorts Worldwide Inc Title of Class of Securities: Common Stock CUSIP Number: 85590A401 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to

February 5, 2016 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to Starwood hotel owners beginning on February 4, 2016. D

January 20, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2016 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorporat

December 22, 2015 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K/A 1 form8k-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Ju

December 22, 2015 EX-10.3

SEPARATION AGREEMENT Adam M. Aron Starwood Hotels & Resorts Worldwide, Inc.

EX-10.3 4 ex10-3.htm Exhibit 10.3 SEPARATION AGREEMENT between Adam M. Aron and Starwood Hotels & Resorts Worldwide, Inc. This Separation Agreement (the “Separation Agreement”) is made and entered into as of the 15th day of December 2015 by and between Adam M. Aron (“Executive”) and Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (the “Company”). WHEREAS, Executive and the Compan

December 22, 2015 EX-10.1

December 15, 2015

Exhibit 10.1 December 15, 2015 Thomas Mangas 235 Brushy Ridge Road New Canaan, CT 06840 Dear Thomas: We are delighted to confirm to you our offer of promotion within Starwood Hotels & Resorts Worldwide, Inc. A challenging and fulfilling experience is ahead of you as part of a diverse community of great talent that is transforming our organization into the premier leisure and hospitality company in

December 22, 2015 EX-10.2

MUTUAL AGREEMENT TO ARBITRATE

EX-10.2 3 ex10-2.htm Exhibit 10.2 December 17, 2015 Alan M. Schnaid 6609 E. Onyx Avenue Paradise Valley, AZ 85253 Dear Alan: We are delighted to confirm to you our offer of promotion within Starwood Hotels & Resorts Worldwide, Inc. A challenging and fulfilling experience is ahead of you as part of a diverse community of great talent that is transforming our organization into the premier leisure an

December 22, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 News Contact: Tom Marder, (301) 380-2553, [email protected] MARRIOTT INTERNATIONAL FILES FORM S-4

December 15, 2015 EX-99.1

STARWOOD HOTELS & RESORTS NAMES THOMAS B. MANGAS CEO Longtime Starwood Veteran Alan M. Schnaid Appointed CFO

EX-99.1 2 ex99-1.htm Exhibit 99.1 STARWOOD HOTELS & RESORTS NAMES THOMAS B. MANGAS CEO Longtime Starwood Veteran Alan M. Schnaid Appointed CFO STAMFORD, Conn.—December 15, 2015 - Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today announced that Thomas B. Mangas, currently Executive Vice President and Chief Financial Officer, has been named Chief Executive Officer, effective December 31,,

December 15, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorpora

December 8, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Marriott International Barclays 2015 Gaming, Lodging, Leisure, & Restaurant Conference December 8, 2015 For

November 20, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Arne Sorenson President and CEO at Marriott International Marriott Starwood Merger: Top Priority is People

November 20, 2015 425

Marriott International PURSUANT TO RULE 425 (Prospectus)

Pursuant to Rule 425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following are communications are (i) a transcript of a video statement by Arne Sorenso

November 17, 2015 425

Starwood Hotels & Resorts Worldwide OWNER LETTER (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to Starwood owners beginning on November 17, 2015. Dear Owner, This morning, Starw

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following are communications to Marriott?s owners and franchisees, which inform them of the proposed me

November 17, 2015 425

Marriott International 425 (Prospectus)

425 1 d60127d425.htm 425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following is a list of responses to frequently asked questions regarding Marriott

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Marriott Rewards Member Communications Subject: Marriott + Starwood = The World?s Largest Hotel Company Mer

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Marriott International shared, through its social media accounts, certain images, articles and blog posts r

November 17, 2015 425

Marriott International 425 (Prospectus)

425 1 d60127d425.htm 425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following is an email to Marriott’s Franchised Hotel General Managers in the U.S.

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following is a list of responses to customer frequently asked questions regarding Marriott Internationa

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following is a LinkedIn post from J.W. Marriott, Jr., Executive Chairman and Chairman of the Board, pro

November 17, 2015 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to Starwood associates beginning on November 17, 2015. Dear Associate, As a follow

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 Marriott International and Starwood Hotels & Resorts Worldwide Conference Call Transcript1 November 16, 201

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following are communications to Marriott International associates (i) an email from President and Chief

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following is a LinkedIn post from Arne Sorenson, President and Chief Executive Officer of Marriott Inte

November 17, 2015 425

Marriott International 425 (Prospectus)

425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following are key message points for use by Marriott International senior executive management in commu

November 17, 2015 425

Marriott International 425 (Prospectus)

425 1 d60127d425.htm 425 Filed by Marriott International, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 as amended Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 001-07959 The following are communications to Starwood associates (i) an email from Marriott’s P

November 16, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of November 15, 2015, by and among MARRIOTT INTERNATIONAL, INC., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SOLAR MERGER SUB 1, INC., SOLAR MERGER SUB 2, INC., MARS MERGER SUB, INC., MARS MERGER SUB, LLC

EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of November 15, 2015, by and among MARRIOTT INTERNATIONAL, INC., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SOLAR MERGER SUB 1, INC., SOLAR MERGER SUB 2, INC., MARS MERGER SUB, INC., and MARS MERGER SUB, LLC EXECUTION COPY TABLE OF CONTENTS Page ARTICLE I THE MERGERS AND THE LLC CONVERSION SECTION 1.1 The Combination Transacti

November 16, 2015 425

Starwood Hotels & Resorts Worldwide (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following is a transcript of the investor call held by Marriott and Starwood on November 16, 2015. CORPORATE PARTICIPANTS

November 16, 2015 EX-99.1

MARRIOTT INTERNATIONAL TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE, CREATING THE WORLD’S LARGEST HOTEL COMPANY Combined Company Will Have 1.1 Million Rooms in More Than 5,500 Hotels, Spanning the Globe in Over 100 Countries 30 Leading Brands Will

Exhibit 99.1 MARRIOTT INTERNATIONAL TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE, CREATING THE WORLD?S LARGEST HOTEL COMPANY Combined Company Will Have 1.1 Million Rooms in More Than 5,500 Hotels, Spanning the Globe in Over 100 Countries 30 Leading Brands Will Provide Guests Unmatched Choices Transaction Offers Substantial Economies of Scale Combined Company Should Deliver Significant Capital Re

November 16, 2015 425

Starwood Hotels & Resorts Worldwide SPG MEMBER LETTER FINAL (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to SPG members on November 16, 2015. SPG Member Email: Dear [Name]: Today we?re ex

November 16, 2015 425

Starwood Hotels & Resorts Worldwide CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorpora

November 16, 2015 425

Starwood Hotels & Resorts Worldwide NOTE TO ALL ASSOCIATES (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was sent to Starwood associates on November 16, 2015. Dear Associates, Today is a historic day fo

November 16, 2015 EX-99.1

MARRIOTT INTERNATIONAL TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE, CREATING THE WORLD’S LARGEST HOTEL COMPANY Combined Company Will Have 1.1 Million Rooms in More Than 5,500 Hotels, Spanning the Globe in Over 100 Countries 30 Leading Brands Will

EX-99.1 3 d52885dex991.htm EX-99.1 Exhibit 99.1 MARRIOTT INTERNATIONAL TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE, CREATING THE WORLD’S LARGEST HOTEL COMPANY Combined Company Will Have 1.1 Million Rooms in More Than 5,500 Hotels, Spanning the Globe in Over 100 Countries 30 Leading Brands Will Provide Guests Unmatched Choices Transaction Offers Substantial Economies of Scale Combined Company Sh

November 16, 2015 425

Starwood Hotels & Resorts Worldwide OWNER LETTER (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to Starwood owners beginning on November 16, 2015. To: Owners November [16], 2015

November 16, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of November 15, 2015, by and among MARRIOTT INTERNATIONAL, INC., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SOLAR MERGER SUB 1, INC., SOLAR MERGER SUB 2, INC., MARS MERGER SUB, INC., MARS MERGER SUB, LLC TABLE OF

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of November 15, 2015, by and among MARRIOTT INTERNATIONAL, INC., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SOLAR MERGER SUB 1, INC., SOLAR MERGER SUB 2, INC., MARS MERGER SUB, INC., and MARS MERGER SUB, LLC TABLE OF CONTENTS Page ARTICLE I THE MERGERS AND THE LLC CONVERSION SECTION 1.1 The Combination Transactions 1 SECTION 1.2 Closing 3 SECTION 1

November 16, 2015 EX-99.1

MARRIOTT INTERNATIONAL TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE, CREATING THE WORLD’S LARGEST HOTEL COMPANY Combined Company Will Have 1.1 Million Rooms in More Than 5,500 Hotels, Spanning the Globe in Over 100 Countries 30 Leading Brands Will

Exhibit 99.1 MARRIOTT INTERNATIONAL TO ACQUIRE STARWOOD HOTELS & RESORTS WORLDWIDE, CREATING THE WORLD?S LARGEST HOTEL COMPANY Combined Company Will Have 1.1 Million Rooms in More Than 5,500 Hotels, Spanning the Globe in Over 100 Countries 30 Leading Brands Will Provide Guests Unmatched Choices Transaction Offers Substantial Economies of Scale Combined Company Should Deliver Significant Capital Re

November 16, 2015 425

Marriott International FORM 8-K (Prospectus)

425 1 d52885d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2015 MARRIOTT INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-13881 52-2055918 (State or Other Jurisdic

November 16, 2015 8-K

Starwood Hotels & Resorts Worldwide CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdiction of Incorpora

November 16, 2015 425

Starwood Hotels & Resorts Worldwide THIRD-PARTY EMAIL (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to third parties beginning on November 16, 2015. Dear [Name]: Today we?re excited

November 16, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of November 15, 2015, by and among MARRIOTT INTERNATIONAL, INC., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SOLAR MERGER SUB 1, INC., SOLAR MERGER SUB 2, INC., MARS MERGER SUB, INC., MARS MERGER SUB, LLC TABLE OF

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of November 15, 2015, by and among MARRIOTT INTERNATIONAL, INC., STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SOLAR MERGER SUB 1, INC., SOLAR MERGER SUB 2, INC., MARS MERGER SUB, INC., and MARS MERGER SUB, LLC TABLE OF CONTENTS Page ARTICLE I THE MERGERS AND THE LLC CONVERSION SECTION 1.1 The Combination Transactions 1 SECTION 1.2 Closing 3 SECTION 1

November 16, 2015 EX-3.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. BYLAW AMENDMENT

Exhibit 3.1 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. BYLAW AMENDMENT The Bylaws of Starwood Hotels & Resorts Worldwide, Inc. are hereby amended to add a new Article IX, as set forth below: ?ARTICLE IX FORUM FOR ADJUDICATION OF DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the sole and exclusive forum for (

November 16, 2015 425

Starwood Hotels & Resorts Worldwide CORPORATE CUSTOMER EMAIL (Prospectus)

Filed by Starwood Hotels & Resorts Worldwide, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Starwood Hotels & Resorts Worldwide, Inc. Commission File No.: 1-7959 The following communication was first sent to corporate customers beginning on November 16, 2015. Corporate Customer email: D

November 16, 2015 EX-3.1

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. BYLAW AMENDMENT

Exhibit 3.1 STARWOOD HOTELS & RESORTS WORLDWIDE, INC. BYLAW AMENDMENT The Bylaws of Starwood Hotels & Resorts Worldwide, Inc. are hereby amended to add a new Article IX, as set forth below: ?ARTICLE IX FORUM FOR ADJUDICATION OF DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the sole and exclusive forum for (

November 9, 2015 EX-99.1

Safe Harbor

Exhibit 99.1 1 Safe Harbor Forward Looking Statements Information set forth in this communication, including financial estimates and statements as projected growth constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statements other than statements of historical fact, including statements regarding int

November 9, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 9, 2015 Starwood Hotels & Resorts Worldwide, Inc.

November 3, 2015 EX-2.1

Exhibit 2.1 to Starwood’s Form 8-K/A filed November 3, 2015 (File No. 001-07959).

EX-2.1 2 d31809dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc. Dated as of October 27, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Cross References 15 Section 1.03. Interpretation

November 3, 2015 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 201

425 1 d31809d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-11932

November 3, 2015 EX-99.1

INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS’ VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company’s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a

Exhibit 99.1 INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS? VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company?s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a Leader in Rapidly Consolidating Industry Enhanced Financial Profile, with Substantial Free Cash Flow to Fund Future Growth Uniquely Posit

November 3, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., Interval Leisure Group, Inc. Dated as of October 27, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section

EX-2.1 2 d31809dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc. Dated as of October 27, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Cross References 15 Section 1.03. Interpretation

November 3, 2015 EX-2.2

SEPARATION AGREEMENT by and between STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of October 27, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINIT

EX-2.2 3 d31809dex22.htm EX-2.2 Exhibit 2.2 EXECUTION VERSION SEPARATION AGREEMENT by and between STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., and INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of October 27, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE INTERNAL REORGANIZATION 13 Section 2.1 Internal Reorganization

November 3, 2015 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 201

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

November 3, 2015 EX-99.2

Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between a wholly-owned subsid

Interval Leisure Group to Acquire Starwood?s Vacation Ownership Business October 28, 2015 Creating a Leading, Integrated Shared Ownership Company Exhibit 99.

November 3, 2015 EX-2.2

Exhibit 2.2 to Starwood’s Form 8-K/A filed November 3, 2015 (File No. 001-07959).

EX-2.2 3 d31809dex22.htm EX-2.2 Exhibit 2.2 EXECUTION VERSION SEPARATION AGREEMENT by and between STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC., and INTERVAL LEISURE GROUP, INC. (for the purposes set forth herein) Dated as of October 27, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE INTERNAL REORGANIZATION 13 Section 2.1 Internal Reorganization

November 3, 2015 EX-99.2

Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between a wholly-owned subsid

EX-99.2 5 d31809dex992.htm EX-99.2 Interval Leisure Group to Acquire Starwood’s Vacation Ownership Business October 28, 2015 Creating a Leading, Integrated Shared Ownership Company Exhibit 99.2 Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the p

November 3, 2015 EX-99.1

INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS’ VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company’s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a

EX-99.1 4 d31809dex991.htm EX-99.1 Exhibit 99.1 INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS’ VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company’s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a Leader in Rapidly Consolidating Industry Enhanced Financial Profile, with Substantial Free Cash Flow t

October 29, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2015 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-7959 STARWOOD HOTELS & R

October 28, 2015 EX-99.1

INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS’ VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company’s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a

EX-99.1 Exhibit 99.1 INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS? VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company?s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a Leader in Rapidly Consolidating Industry Enhanced Financial Profile, with Substantial Free Cash Flow to Fund Future Growth Unique

October 28, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

hot-8k20151028.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdi

October 28, 2015 425

Starwood Hotels & Resorts Worldwide FORM 8-K (Prospectus)

425 1 d63446d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of registrant as specified in its charter) Maryland 1-7959 52-1193298 (State or other

October 28, 2015 EX-99.1

Three Months Ended

hot-ex9918.htm Exhibit 99.1 Investor Contact Stephen Pettibone 203-351-3500 One StarPoint Stamford, CT 06902 United States Media Contact KC Kavanagh 866-478-2777 STARWOOD REPORTS THIRD QUARTER 2015 RESULTS STAMFORD, Conn. (October 28, 2015) ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today reported third quarter 2015 financial results. Third Quarter 2015 Highlights ? Excluding special

October 28, 2015 EX-99.2

Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between a wholly-owned subsid

EX-99.2 Interval Leisure Group to Acquire Starwood?s Vacation Ownership Business October 28, 2015 Creating a Leading, Integrated Shared Ownership Company Exhibit 99.2 Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between a wh

October 28, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 2015 Starwood Hotels & Resorts Worldwide, Inc.

October 28, 2015 EX-99.1

INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS’ VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company’s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a

EX-99.1 Exhibit 99.1 INTERVAL LEISURE GROUP TO ACQUIRE STARWOOD HOTELS AND RESORTS? VACATION OWNERSHIP BUSINESS TO CREATE LEADING, INTEGRATED SHARED OWNERSHIP COMPANY Combined Company?s Scale, Financial Strength, and Complementary Product Portfolio will Position it as a Leader in Rapidly Consolidating Industry Enhanced Financial Profile, with Substantial Free Cash Flow to Fund Future Growth Unique

October 28, 2015 EX-99.2

Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between a wholly-owned subsid

EX-99.2 Interval Leisure Group to Acquire Starwood?s Vacation Ownership Business October 28, 2015 Creating a Leading, Integrated Shared Ownership Company Exhibit 99.2 Cautionary Language Concerning Forward-Looking Statements Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed merger between a wh

October 9, 2015 CORRESP

Starwood Hotels & Resorts Worldwide ESP

CORRESP Tom Mangas EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER October 9, 2015 T 203 351 2517 F 203 351 2519 E tom.

August 17, 2015 CORRESP

Starwood Hotels & Resorts Worldwide ESP

CORRESP Tom Mangas EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER T 203 351 2517 F 203 351 2519 August 17, 2015 E tom.

August 10, 2015 EX-99.1

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 Schedule 13 G CUSIP No. 85590A401 EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on this Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional

August 10, 2015 SC 13G/A

HOT / Starwood Hotels & Resorts Worldwide, Inc. / Oz Management LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

Amendment No. 1 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* STARWOOD HOTELS & RESORTS WORLDWIDE, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

July 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

hot-8k20150730.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2015 Starwood Hotels & Resorts Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 1-7959 52-1193298 (State or Other Jurisdicti

July 30, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2015 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-7959 STARWOOD HOTELS & RESORT

July 30, 2015 EX-99.1

Three Months Ended June 30,

hot-ex9916.htm Exhibit 99.1 Investor Contact Stephen Pettibone 203-351-3500 One StarPoint Stamford, CT 06902 United States Media Contact KC Kavanagh 866-478-2777 STARWOOD REPORTS SECOND QUARTER 2015 RESULTS STAMFORD, Conn. (July 30, 2015) ? Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) today reported second quarter 2015 financial results. Second Quarter 2015 Highlights ? Excluding special

July 30, 2015 EX-10.1

AMENDMENT TO SEVERANCE AGREEMENT

Exhibit 10.1 AMENDMENT TO SEVERANCE AGREEMENT This AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), effective as of May 27, 2015 (the “Amendment Effective Date”), is entered into by and between Starwood Hotels and Resorts Worldwide, Inc., a Maryland corporation (“Company”), and Thomas B. Mangas (the “Executive”). WHEREAS, the Company and the Executive are parties to a Severance Agreement, date

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