<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
COMMISSION FILE NUMBER 1-12188
SODEXHO MARRIOTT SERVICES, INC.
-------------------------------
401(K) EMPLOYEES' RETIREMENT
-------------------------------
SAVINGS PLAN AND TRUST
-------------------------------
(Full title of the plan)
9801 WASHINGTONIAN BOULEVARD, GAITHERSBURG, MARYLAND 20878
---------------------------------------------------- ----------
(Address of the plan) (Zip Code)
SODEXHO MARRIOTT SERVICES, INC.
------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan)
9801 WASHINGTONIAN BOULEVARD, GAITHERSBURG, MARYLAND 20878
---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial statements and supplemental schedule as of December 31,
1999, and for the period from March 27, 1998 (date of inception) to
December 31, 1998, prepared in accordance with financial reporting
requirements of ERISA.
Beginning at the next page of this document.
(b) Exhibits
The following exhibits are furnished to this Form 11-K:
(23.1) Consent of Independent Auditors - Ernst & Young LLP
(23.2) Consent of Independent Auditors - KPMG LLP
SIGNATURES
----------
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrative committee (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
SODEXHO MARRIOTT SERVICES, INC.
401(K) EMPLOYEES' RETIREMENT
SAVINGS PLAN AND TRUST
Date: JUNE 26, 2000 /S/ JOHN M. BUSH
------------------ ------------------------------
John M. Bush
Senior Vice President and
Chief Financial Officer
Sodexho Marriott Services, Inc.
<PAGE>
Audited Financial Statements and
Supplemental Schedule
Sodexho Marriott Services, Inc.
401(k) Employees' Retirement
Savings Plan and Trust
YEAR ENDED DECEMBER 31, 1999 AND PERIOD FROM
MARCH 27, 1998 (INCEPTION) TO DECEMBER 31, 1998
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
Sodexho Marriott Services, Inc.
401(k) Employees' Retirement
Savings Plan and Trust
Audited Financial Statements and
Supplemental Schedule
Year ended December 31, 1999 and period
from March 27, 1998 (inception) to December 31, 1998
CONTENTS
Report of Ernst & Young LLP, Independent Auditors.............................1
Report of KPMG LLP, Independent Auditors......................................2
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................3
Statements of Changes in Net Assets Available for Benefits....................4
Notes to Financial Statements..............................................5-13
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year............14-15
<PAGE>
Report of Independent Auditors
The Administrative Committee
Sodexho Marriott Services, Inc. 401(k) Employees'
Retirement Savings Plan and Trust
We have audited the accompanying statement of net assets available for benefits
of Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and
Trust as of December 31, 1999, and the related statement of changes in net
assets available for benefits for the year then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the 1999 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1999, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999 is presented
for purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 9, 2000
1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Administrative Committee and Participants
Sodexho Marriott Services, Inc. 401(k) Employees' Retirement
Savings Plan and Trust:
We have audited the accompanying statement of net assets available for benefits
of Sodexho Marriott Services, Inc. 401(k) Employees' Retirement Savings Plan and
Trust (the Plan) as of December 31, 1998, and the related statement of changes
in net assets available for benefits for the period from March 27, 1998 (date of
inception) to December 31, 1998. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998, and the changes in net assets available for benefits for the
period from March 27, 1998 (date of inception) to December 31, 1998 in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
June 11, 1999
2
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
-----------------------------------------
<S> <C> <C>
Assets:
Cash $ 71,620 $ -
Investments 542,565,262 360,838,431
Receivables:
Employer contributions 3,134,121 6,767,341
Accrued interest and dividends - 429,724
Receivables from sales of investments - 45,692,455
-----------------------------------------
Total receivables 3,134,121 52,889,520
-----------------------------------------
Total assets 545,771,003 413,727,951
Liabilities:
Accounts payable on investments purchased - 15,298,507
Custodian and advisor fees payable 38,164 270,640
Excess contributions due to participants 1,606,128 906,302
Other - 14,272
-----------------------------------------
Total liabilities 1,644,292 16,489,721
-----------------------------------------
Net assets available for benefits $544,126,711 $397,238,230
=========================================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
PERIOD FROM
MARCH 27, 1998
(INCEPTION) TO
YEAR ENDED DECEMBER 31,
DECEMBER 31, 1999 1998
-----------------------------------------------
<S> <C> <C>
ADDITIONS
Investment income:
Dividends and interest $ 19,243,211 $ 10,932,752
Net realized and unrealized appreciation in
aggregate fair value of investments 38,205,987 43,816,825
Less investment expense (125,484) (806,618)
-----------------------------------------------
Total net investment income 57,323,714 53,942,959
Contributions:
Participants 36,627,716 19,984,324
Employer 12,116,659 6,767,341
Transfers from other plans 71,412,579 331,423,922
Other - 89,603
-----------------------------------------------
Total contributions 120,156,954 358,265,190
-----------------------------------------------
Total additions 177,480,668 412,208,149
DEDUCTIONS
Benefits paid to participants 30,144,911 14,426,015
Administrative expenses 447,276 543,904
-----------------------------------------------
Total deductions 30,592,187 14,969,919
-----------------------------------------------
Net increase 146,888,481 397,238,230
Net assets available for benefits at beginning of year 397,238,230 -
-----------------------------------------------
Net assets available for benefits at end of year $544,126,711 $397,238,230
===============================================
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements
December 31, 1999 and 1998
1. DESCRIPTION OF THE PLAN
The following description of the Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust (the "Plan") provides only general
information. Additional information about the Plan's provisions is in the
Summary Plan Description. Copies of the report are available from Sodexho
Marriott Services, Inc. (the "Company").
On March 27, 1998, Marriott International, Inc. spun off its lodging, senior
living and distribution services business into a new corporation called New
Marriott. The remaining contract services division, referred to as Marriott
Management Services Corp., then merged with the North American operations of
Sodexho Alliance, Sodexho USA, and became Sodexho Marriott Services, Inc.
Employees of Sodexho Marriott Services, Inc. became eligible to participate in
the Plan. As a result Marriott International, Inc. transferred the employee
funds totaling $331 million, from the Marriott International, Inc. Employees'
Profit Sharing, Retirement and Savings Plan and Trust to the Sodexho Marriott
Services, Inc. 401(k) Employees' Retirement Savings Plan and Trust.
Effective January 1, 1999, eligible participants from Sodexho USA were able to
participate in the Plan. On April 9, 1999, assets from the Sodexho Savings Plus
Plan were transferred into the Plan and initially invested according to similar
participant directed investment options, except for the Retirement Income Plan
Fund. The Retirement Income Plan Fund contains former assets from participants
in the Seiler Corporation Retirement Income Plan, a predecessor to the Sodexho
Savings Plus Plan.
Effective January 1, 1999, the Plan changed trustees from Bankers Trust Company
to T. Rowe Price (the "Trustee"). Accordingly, the Plan's investment fund
options have been replaced with funds of similar investment objectives. The
recordkeeper of the Plan continues to be T. Rowe Price.
GENERAL
The Plan is a defined contribution plan covering eligible employees over the age
of twenty-one who have completed at least 1,000 hours of service with the
Company or its predecessors within a 12-month period. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
A majority of the Plan's expenses are paid by the Company.
5
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Participants may make voluntary contributions to the Plan from 1% to 15% of
their gross annual compensation or a fixed dollar amount (minimum $3 per week).
The amount that may be contributed is limited by the Internal Revenue Code as
applicable to the type of plan. The Company's contribution to the Plan is a
discretionary amount determined by the Company's Board of Directors. For the
1999 plan year and period from inception to December 31, 1998, the employer
matching contribution was $.50 for every dollar contributed by a participant up
to 6% of a participant's eligible compensation. Participants may also transfer
amounts into the Plan which represent distributions from other qualified defined
benefit or defined contribution plans. Investment of contributions is
participant directed.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions,
allocations of the Company's contributions and earnings on related investments.
Allocations of Company contributions are made on a pro rata basis based on an
individual participant's contributions. Allocations of earnings are based on
account balances on a daily basis. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future Plan administrative
expenses.
VESTING
Participants are immediately vested in their voluntary contributions plus actual
earnings thereon. Employer contributions and earnings thereon vest according to
the anniversary date of continuous years of service as follows:
YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------
Less than 2 0%
2 40%
3 60%
4 80%
5 100%
6
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING (CONTINUED)
Participants vest in employer contributions fully upon death, permanent
disability or upon retirement.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employer and employee
contributions in any of fourteen investment options. Participants may change
their investment options in 1% increments on a daily basis. Participants can
invest in any of 13 available funds and Sodexho Marriott Services, Inc. common
stock. No further contributions can be made to the Retirement Income Plan Fund
or in Marriott International, Inc. common stock.
PARTICIPANT LOANS
Under certain conditions, participants may borrow from their fund accounts a
minimum of $400 and a maximum equal to the lesser of $50,000, reduced by the
highest outstanding loan balance in the previous 12-month period, or 50% of
their vested account balance. Loan terms range from one to four years or up to
10 years for the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at the prime rate at the
end of the previous quarter as published by the Wall Street Journal, plus 1%.
Principal and interest are paid weekly through payroll deductions.
PAYMENT OF BENEFITS
Benefits provided by the Plan are paid from net assets available for benefits.
The benefit to which a Plan participant is entitled is the benefit that can be
provided by the contributions and earnings thereon allocated to such
participant's account.
Benefit payments are made upon separation, retirement, permanent disability, or
death. In-service before-tax distributions are permitted for all participants
who have attained the age of fifty-nine and one-half or the Plan Administrator
approves a withdrawal for financial hardship. After-tax distributions are also
permitted although there are some stipulations if basic after-tax contributions
are withdrawn. Upon termination of service, a
7
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PAYMENT OF BENEFITS (CONTINUED)
participant may elect to receive either a lump-sum amount equal to their account
balance, annual installments over a specified period chosen by the participant,
or payments in the form of an annuity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements have been prepared on the accrual basis of accounting.
Benefits are recorded when paid.
INVESTMENTS VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value except for its investment in
Guaranteed Investment Contracts (GIC's), which are valued at contract value.
Shares of mutual and collective investment funds are valued at market prices,
which represent the net asset value of shares held by the Plan at year-end. The
Company's stock and Marriott International, Inc. stock are valued at their
quoted market price. Investments in government obligations are valued at fair
value as determined by the investment manager. Participant notes receivable are
valued at outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Realized gains and losses from security transactions are
reported on an average cost method.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
8
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
3. INVESTMENTS
Investments that represent 5% or more of the fair value of the Plan's net assets
available for benefits are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
------------------------- -------------------------
<S> <C> <C>
Bankers Trust Pyramid Cash Fund $ - $177,601,918
Marriott International, Inc.
common stock 63,939,339 70,303,192
T. Rowe Price Blue Chip Growth Fund 136,650,621 -
T. Rowe Price Personal Strategy
Balanced Fund 71,450,626 -
T. Rowe Price Stable Value Fund 61,170,089 -
</TABLE>
The Plan's investments (including investments purchased, sold, as well as held
during the year) appreciated in fair value as determined by quoted market prices
as follows:
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998
-------------------------- -------------------------
<S> <C> <C>
Net realized and unrealized appreciation
(depreciation) in aggregate fair value of
investments:
Common stock $ 1,599,362 $44,611,875
Corporate bonds, notes and other
obligations - 353,398
Firm purchase commitments, net - (11,777)
Mutual and collective investment funds 36,665,943 (1,390,834)
Government obligations (59,318) 254,163
-------------------------- -------------------------
Total $38,205,987 $43,816,825
========================== =========================
</TABLE>
9
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
4. NON-PARTICIPANT DIRECTED INVESTMENTS
Information about net assets and the significant components of the changes in
net assets relating to the Retirement Income Plan Fund, a non-participant
directed investment fund, is as follows:
DECEMBER 31,
1999
-----------------------
Net assets:
Investments:
Retirement Income Plan Fund:
State Street Short Term Investment Fund $ 1,511,300
Growth Opportunity Series A Fund 7,904,730
Daily Government Corp. Fund 6,840,995
-----------------------
Total Retirement Income Plan Fund $ 16,257,025
=======================
YEAR ENDED
DECEMBER 31,
1999
-----------------------
Changes in net assets:
Dividends and interest $ 3,982
Net realized and unrealized appreciation in
aggregate fair value of investments 1,831,497
Benefits paid to participants (746,000)
Transfers from other plan 15,167,546
-----------------------
$ 16,257,025
=======================
5. GUARANTEED INVESTMENT CONTRACTS
The GIC's held by the Plan are fully benefit responsive, as defined in the
American Institute of Certified Public Accountants' Statement of Position 94-4,
REPORTING OF INVESTMENT CONTRACTS HELD BY HEALTH AND WELFARE BENEFIT PLANS AND
DEFINED CONTRIBUTION PENSION PLANS. A fully benefit responsive investment
contract provides a liquidity guarantee, by a financially responsible third
party, of principal and previously
10
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
5. GUARANTEED INVESTMENT CONTRACTS (CONTINUED)
accrued interest for liquidations, transfers, loans or hardship withdrawals
initiated by plan participants exercising their rights to withdraw, borrow or
transfer funds under the terms of the plan. GIC's are unallocated insurance
contracts stated at contract value (contributions made under the contract, plus
interest at the contract rate, less funds used to pay benefits and
administrative expenses). All participant initiated transactions are permitted
at contract value with no conditions, limits, or restrictions. The contract
balances at December 31, 1999 and 1998 totaled $45,878,935 and $67,117,017,
respectively.
The crediting rate at which interest is accrued to the contract balances ranged
from 5.30% to 7.98% for the year ended December 31, 1999. These interest rates
are reset either quarterly or semiannually as defined by each contract. The
minimum interest rates under the terms of contracts having such minimum rates
range from 0.0% to 3.0%. The average yield was approximately 6.63% and 6.40% for
the year ended December 31, 1999 and the period ended December 31, 1998,
respectively.
The estimated fair values of these contracts have been determined by the Trustee
using available market information and valuation methodologies. However,
considerable judgement is necessarily required in interpreting market data to
develop these estimates. In addition, fair values fluctuate on a daily basis.
The use of different market assumptions and/or estimation methodologies may have
a material effect on the estimated fair value amounts. The fair values
calculated for the contracts at December 31, 1999 and 1998 are $45,153,552 and
$68,672,633, respectively.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at anytime and terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
7. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated June 18, 1999, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its
11
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
7. INCOME TAX STATUS (CONTINUED)
qualification. The Plan Administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes
that the Plan is qualified and the related trust is tax exempt.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
----------------------- -----------------------
<S> <C> <C>
Net assets available for benefits as reported in
financial statements $544,126,711 $397,238,230
Less- distributions payable to terminated
employees - 89,191
----------------------- -----------------------
Net assets available for benefits per Form 5500 $544,126,711 $397,149,039
======================= =======================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED PERIOD FROM
DECEMBER 31, MARCH 27, 1998
1999 (INCEPTION) TO
DECEMBER 31,
1998
----------------------- -----------------------
<S> <C> <C>
Benefits paid to participants as reported in the
financial statements $ 30,144,911 $ 14,426,015
Amounts allocated to withdrawing participants
at December 31 (89,191) 89,191
----------------------- -----------------------
Benefits paid to participants as reported in the
Form 5500 $ 30,055,720 $ 14,515,206
======================= =======================
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1998 but not yet paid as of that date.
12
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Notes to Financial Statements (continued)
9. PARTY-IN-INTEREST TRANSACTIONS
The following funds are sponsored by the Trustee: T. Rowe Price Personal
Strategy Income Fund, T. Rowe Price Blue Chip Growth Fund, T. Rowe Price
Personal Strategy Balanced Fund, T. Rowe Price Equity Income Fund, T. Rowe Price
Mid-Cap Growth Fund, T. Rowe Price Personal Strategy Growth Fund, T. Rowe Price
New Horizons Fund, and T. Rowe Price Stable Value Fund. The plan also invests in
company stock of Marriott International, Inc. and Sodexho Marriott Services,
Inc. Transactions involving these investments are considered to be
party-in-interest transactions for which a statutory exemption exists.
13
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Schedule of Assets Held for Investment Purposes at End of Year
EIN-52-0936594 Plan-003
December 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT,
INCLUDING MATURITY
DATE, RATE OF
IDENTITY OF ISSUE, BORROWER, INTEREST, PAR OR
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST CURRENT VALUE
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Money market funds
Marriott Disbursement Account** 56,567 shares * $ 56,567
State Street Short Term Investment Fund 1,511,300 shares $1,511,300 1,511,300
-------------------
Total money market funds 1,567,867
Mutual funds and collective investment funds:
T. Rowe Price Personal Strategy Income Fund** 100,995 shares * 1,315,969
Spectrum Income Fund 76,614 shares * 820,541
Janus Worldwide Fund 224,419 shares * 17,152,345
T. Rowe Price Blue Chip Growth Fund** 3,760,335 shares * 136,650,621
T. Rowe Price Personal Strategy Balanced Fund** 4,399,669 shares * 71,450,626
T. Rowe Price Equity Income Fund** 1,051,745 shares * 26,093,813
Vanguard Institutional Index Fund 150,180 shares * 20,125,740
T. Rowe Price Mid-Cap Growth Fund** 477,489 shares * 19,161,638
T. Rowe Price Personal Strategy Growth Fund** 130,669 shares * 2,545,438
T. Rowe Price New Horizons Fund** 409,002 shares * 11,259,835
Western Asset Core Portfolio 1,656,126 shares * 17,024,982
T. Rowe Price Stable Value Fund** 61,170,089 shares * 61,170,089
Scudder International Fund 191,366 shares * 13,537,286
Growth Opportunity Series A Fund 490,277 shares 6,188,739 7,904,730
-------------------
Total mutual funds and collective investment funds 406,213,653
Government obligations:
Daily Government Corp. Fund 493,151 shares 6,889,733 6,840,995
-------------------
Total government obligations 6,840,995
Common stock:
Sodexho Marriott Services, Inc.** 433,091 shares * 5,630,189
Marriott International, Inc.** 2,025,800 shares * 63,939,339
-------------------
Total common stock 69,569,528
</TABLE>
14
<PAGE>
Sodexho Marriott Services, Inc. 401(k)
Employees' Retirement Savings Plan and Trust
Schedule of Assets Held for Investment Purposes at End of Year
(continued)
EIN-52-0936594 Plan-003
December 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT,
INCLUDING MATURITY
DATE, RATE OF
IDENTITY OF ISSUE, BORROWER, INTEREST, PAR OR
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST CURRENT VALUE
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Guaranteed investment contracts:
Allstate Life Insurance Company 11/20/2001, 5.30% * $ 3,856,388
Caisse des Depots (CDC) 12/15/2002, 6.27% * 1,127,177
Caisse des Depots (CDC) 6/30/2006, 6.69% * 4,297,167
Canada Life Assurance Company 6/22/2000, 7.19% * 1,379,474
Combined Insurance Company 5/22/2000, 7.61% * 1,354,945
Continental Assurance Company 12/15/2004, 6.39% * 3,974,889
John Hancock Mutual Life 8/31/2000, 6.03% * 1,137,078
GE Life & Annuity 3/22/2000, 7.98% * 1,383,478
Massachusetts Mutual Life Insurance Company 11/05/2006, 5.88% * 670,065
Metropolitan Life Insurance Company 12/31/2000, 5.55% * 2,494,511
National Westminster 9/25/2006, 6.18% * 2,872,458
Pacific Life 3/20/2001, 6.81% * 1,210,696
Monumental Life 9/20/2000, 6.27% * 736,482
Monumental Life 12/20/2000, 6.68% * 1,694,850
Monumental Life 7/15/2001, 6.49% * 3,021,821
Rabobank Nederland 9/21/2003, 6.43% * 1,370,278
Rabobank Nederland 7/17/2002, 6.56% * 995,387
State Street Bank 9/30/2002, 5.75% * 4,078,000
Transamerica Life 5.99% * 7,256,901
United of Omaha 9/20/2000, 6.30% * 966,890
-------------------
Total guaranteed investment contracts 45,878,935
Participant loans** Interest rates range
from 8.25% to 10.0%
12,494,284
-------------------
Total investments $ 542,565,262
===================
<FN>
* Historical cost information is not required for participant-directed funds
** Party in interest
</FN>
</TABLE>
15
<PAGE>
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
(23.1) Consent of Independent Auditors - Ernst & Young LLP
(23.2) Consent of Independent Auditors - KPMG LLP
Exhibits omitted are not required or not applicable.
