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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission File Number: 0-15097

WESTIN HOTELS LIMITED PARTNERSHIP

Delaware

91-1328985

1111 Westchester Avenue

1-800-323-5888

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes o          No þ

      Indicate the number of shares (Units) outstanding of each of the issuer’s classes of common stock (Units), as of the latest practicable date:

135,600 limited partnership Units issued and outstanding

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PART I. FINANCIAL INFORMATION

WESTIN HOTELS LIMITED PARTNERSHIP

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

The accompanying notes are an integral part of this consolidated financial statement.

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WESTIN HOTELS LIMITED PARTNERSHIP

The accompanying notes are an integral part of these consolidated financial statements.

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WESTIN HOTELS LIMITED PARTNERSHIP

      The accompanying consolidated financial statements include the accounts of Westin Hotels Limited Partnership, a Delaware limited partnership (the “Partnership”), and its subsidiary limited partnerships, The Westin St. Francis Limited Partnership (the “St. Francis Partnership”) and The Westin Chicago Limited Partnership (the “Chicago Partnership”) (collectively the “Hotel Partnerships”). The St. Francis Partnership owned and operated The Westin St. Francis in downtown San Francisco, California (the “St. Francis”) through April 26, 2000, and the Chicago Partnership owns and operates The Westin Michigan Avenue, Chicago (formerly The Westin Hotel, Chicago) in downtown Chicago, Illinois (the “Michigan Avenue”) (individually a “Hotel,” collectively the “Hotels”). All significant intercompany transactions and accounts have been eliminated.

      The consolidated financial statements and related information for the periods ended June 30, 2003 and June 30, 2002 are unaudited. In the opinion of the general partner of the Partnership (“General Partner”), all adjustments necessary for a fair statement of the results of these interim periods have been included. All such interim adjustments are of a normal recurring nature. The results of operations for the periods ended June 30, 2003 and June 30, 2002 should not be regarded as indicative of the results that may be expected for the full fiscal year ending December 31, 2003.

      Reference is made to “Notes to Consolidated Financial Statements” contained in the Partnership’s Form 10-K filed for the year ended December 31, 2002 for information regarding significant accounting policies, Partnership organization, accrued expenses, long-term obligations, the employee benefit plan, operating leases, commitments and contingencies and related party transactions. The consolidated financial statements should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

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Forward-Looking Statements

      Certain statements contained in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this report. Such forward-looking statements may include statements regarding the intent, belief or current expectations of the Partnership or Hotel Partnerships (as defined below) or their respective general partners and their officers or directors with respect to the matters discussed in this report. All such forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the forward-looking statements, including, without limitation, general economic conditions including the duration and severity of the current global economic downturn, the continuing war on terrorism and the situation in the Middle East, traveler fear of exposure to contagious disease, business and financing conditions, cyclicality of the real estate and the hotel and leisure business, operating risks associated with the hotel and leisure business, relationships with customers, domestic and international political and geopolitical conditions, competition, governmental and regulatory actions, and the other risks and uncertainties set forth in the annual, quarterly and current reports of the Partnership. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements to reflect current or future events or circumstances.

General

      The Michigan Avenue’s primary market focus is on business travelers, conventions and other groups. The Hotel’s business activities generally follow national economic trends. The level of tourist business is influenced by the general global economic environment and political climate and, to a lesser extent, by the strength of the U.S. dollar in relation to foreign currencies. The Michigan Avenue generally experiences seasonal trends, with the lowest occupancy levels occurring during the first quarter, followed by higher occupancies during the last three quarters of the year.

      Westin Realty Corp. is the sole General Partner of the Partnership. 909 North Michigan Avenue Corporation and St. Francis Hotel Corporation are the respective general partners of the subsidiary limited partnerships, the Chicago Partnership and the St. Francis Partnership, which directly own and operate (or in the case of the St. Francis Hotel Corporation, owned and operated) each Hotel. Since January 2, 1998, the General Partner has been a subsidiary of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”).

      The Partnership Agreement requires that the General Partner use its best efforts to sell or refinance the Hotels by the end of 2001. On April 26, 2000, upon obtaining consent of a majority of the limited partners, the sale of the St. Francis was completed for gross proceeds of approximately $243.0 million resulting in a gain of approximately $52.6 million after transaction costs. In accordance with the Partnership Agreement, approximately $158.9 million of the proceeds were used to repay the St. Francis’ portion of the mortgage loans, which was secured by the St. Francis; the St. Francis’ portion of the subordinated note due to the General Partner; deferred incentive management fees related to the St. Francis; and costs and expenses related to the sale. The remaining proceeds of approximately $84.1 million and additional Partnership cash of approximately $1.3 million were distributed to the limited partners.

      In February 2001, the Partnership retained Jones Lang La Salle Hotels (“JLL”), a nationally recognized broker, to market the Michigan Avenue for sale. In April 2001, formal marketing materials were distributed and discussions with several potential purchasers subsequently commenced. After the occurrence of the terrorist attacks on September 11, 2001, certain of the most qualified potential purchasers indicated they would expect significant discounts on their preliminary offers made prior to the attacks. Based on the unstable and depressed hotel real estate market resulting from the weakened general worldwide economic environment, the General Partner did not believe that it was in the best interest of the limited partners to sell the Michigan Avenue in late 2001 or 2002.

      The General Partner also engaged JLL to assist in exploring a refinancing of the Partnership’s debt and in mid-2002, directed JLL to focus its efforts towards pursuing refinancing alternatives. JLL sent materials to a

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      The General Partner cautions limited partners that there can be no assurance that: (i) the General Partner will be able to sell the Michigan Avenue or refinance the Partnership’s debt, and if a sale or refinancing is consummated, the timing of such a transaction, or (ii) if the hotel is sold or the debt refinanced that the limited partners would receive a distribution promptly after a sale or refinancing.

      On July 7, 2003 a tender offer for up to 20,340 Units at a price of $525 per Unit, reduced by (i) the $50 transfer fee charged by the Partnership for each transfer and (ii) the amount of any cash distributions made or declared on or after July 7, 2003, with interest at the rate of 3% per annum from the expiration date of the tender offer to the date of payment, was commenced by Windy City Investments, LLC, Madison Investments, LLC, Madison Investment Partners 20, LLC, Madison Capital Group, LLC, The Harmony Group II, LLC, and Bryan E. Gordon (“Windy City”), (the “Windy City Offer”). On August 4, 2003, the Windy City Offer expired and Windy City announced in a press release that it filed with the SEC that approximately 3,076 Units were tendered pursuant to the Windy City Offer. On July 24, 2003, and as amended on July 30, 2003 and August 4, 2003, another tender offer for up to 79,917 Units at a price of $550 per Unit, less the amount of any cash distributions made or declared on or after July 7, 2003 with respect to that Unit, was commenced by Kalmia Investors, LLC, Merced Partners Limited Partnership, Smithtown Bay, LLC, Global Capital Management, Inc., John D. Brandenborg and Michael J. Frey (the “Kalmia Offer”). The Partnership filed solicitation/recommendation statements on Form 14D-9 with the SEC relating to each of these offers. The General Partner did not express an opinion, nor make a recommendation, and remained neutral with respect to the Windy City and Kalmia Offers.

Results of Operations

      Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) discusses the Partnership’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and costs and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and judgments, including those relating to revenue recognition, bad debts, inventories, property and equipment, financing operations, commitments, contingencies and litigation.

      Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.

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      The Partnership believes the following to be its critical accounting policies:

      Revenue Recognition. The Michigan Avenue’s revenues are derived from its operations and include revenues from the rental of rooms, food and beverage sales, telephone usage and other service revenue. Revenue is recognized when rooms are occupied and services have been performed.

      Inventories. Inventories consist of food and beverage stock items as well as linens, china, glass, silver, utensils and guest room items (“Par Inventories”). The food and beverage inventory items are recorded at the lower of cost (first in, first out) or market. Significant purchases of Par Inventories are recorded at purchased cost and amortized to 50% of their cost over 36 months. Normal replacement purchases are expensed as incurred. Par Inventories are classified as a component of property and equipment.

      Property and Equipment. Property and equipment are recorded at cost. The cost of improvements that extend the life of property and equipment are capitalized. These capitalized costs may include structural improvements, equipment, furniture and fixtures. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful economic lives of 40 years for buildings; the remaining life of the building for building improvements and; 3 to 12 years for furniture and equipment. Gains or losses on the sale or retirement of assets are included in income when the assets are sold.

      The Partnership evaluates the carrying value of the Hotel’s long-lived assets for impairment by comparing the expected undiscounted future cash flows of the long-lived assets to their net book value to determine if the long-lived assets are impaired.

      The results of operations and key statistics presented and discussed below are for the Michigan Avenue only and do not include the costs related to Partnership administration.

      Three Months Ended June 30, 2003 Compared with Three Months Ended June 30, 2002. The Michigan Avenue had net income of approximately $2,089,000 for the three months ended June 30, 2003, compared to $1,219,000 in the same period of 2002, which represents the majority of the results of the Partnership. Operating profit for the three months ended June 30, 2003, was $2,566,000 an increase of 39.0% when compared to $1,846,000 in the same period 2002.

      The Michigan Avenue’s rooms revenue for the three months ended June 30, 2003 were $8,935,000, which represents a 5.6% or $473,000 increase from the same period of 2002. REVPAR for the three months ended June 30, 2003, was $130.74, a 5.6% increase from the same period of 2002. In the three months ended June 30, 2003, the Michigan Avenue realized higher airline business and an increase in group travel when compared to the same period of 2002. The Michigan Avenue reported a slight decrease in average daily room rate of 1.4% to $157.81 for the three months ended June 30, 2003 as compared to the same period in 2002, primarily due to the price-conscious transient traveler and the re-negotiations of several airline contracts; however, its occupancy rate for the same period increased 5.5 percentage points to 82.8% over prior year. The Michigan Avenue’s rooms department profit margin for the three months ended June 30, 2003 decreased 140 basis points to 77.6% from the same period of 2002 due to the ADR decreases discussed above and the reduction of cancellation fee revenues over the prior year.

      The Michigan Avenue’s food and beverage revenue of $2,656,000 for the three months ended June 30, 2003 increased approximately $77,000 as compared to the same period of 2002. This increase primarily resulted from additional banquet and catering revenue associated with the higher group bookings previously

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      Other operating departments had revenue of approximately $955,000 for the three months ended June 30, 2003, an approximate $25,000 increase over the same period of 2002, primarily due to increases in rental income from higher parking garage and shop revenues.

      The Michigan Avenue’s operating expenses for the three months ended June 30, 2003 decreased 1.4% or $145,000 to $9,980,000. The decrease was primarily due to a $414,000 property tax refund, offset by higher room costs associated with increased occupancy as well as increased insurance costs and management fees. Management fees for the three months ended June 30, 2003 increased approximately $85,000 from the same period of 2002 to $1,073,000 due to increased Partnership Net Operating Cash Flow, as defined in the Partnership Agreement.

      Six Months Ended June 30, 2003 Compared with Six Months Ended June 30, 2002. The Michigan Avenue had net income of $267,000 for the six months ended June 30, 2003, compared to a net loss of $1,474,000 in the same period of 2002. Operating profit for the six months ended June 30, 2003 was $1,362,000 as compared to an operating loss of $216,000 in the same period of prior year.

      The Michigan Avenue’s rooms revenue for the six months ended June 30, 2003 were $14,522,000, which represent a 13.1% or $1,679,000 increase when compared to the same period of 2002. REVPAR for the six months ended June 30, 2003 increased 13.1% to $106.83 compared to $94.48 in the same period of 2002. This REVPAR increase is attributed to increased occupancy of 73.5% for the six months ended June 30, 2003 as compared to 63.4% for the same period in 2002, slightly offset by a 2.3% reduction in ADR over prior year to $145.45. The occupancy increase is primarily the result of increased airline and group business as previously discussed. The Michigan Avenue’s rooms department profit margin for the six months ended June 30, 2003 was 75.2%, consistent with 75.6% in the same period of 2002.

      The Michigan Avenue’s food and beverage revenues of $4,436,000 for the six months ended June 30, 2003 represent a $494,000 or 12.5% increase compared to the same period of 2002. This increase is due primarily to banquet and catering revenues generated by the increased group business noted above. The increase in banquet and catering revenues for the six months ended June 30, 2002 resulted in an increase in food and beverage department profit margins of 6.8 percentage points to 27.5% over the same period of 2002, as the mix of 2003 food and beverage operations (primarily banquet and room service) have higher profit margins than the room service and coffee bar operations mix of 2002.

      Other operating departments had revenues of $1,780,000 for the six months ended June 30, 2003, a $62,000 increase over the same period of 2002, primarily resulting from increased ancillary revenues.

      The Michigan Avenue’s operating expenses for the six months ended June 30, 2003, increased 3.5% to $19,376,000. The increase was due to higher room and food and beverage costs associated with increased occupancies and increased energy costs and management fees. Management fees for the six months ended June 30, 2003 increased $180,000 over the same period of 2002 to $1,974,000 due to increased Partnership Net Operating Cash Flow, as defined in the Partnership Agreement.

Liquidity and Capital Resources

      As of June 30, 2003, the Partnership had cash and cash equivalents of approximately $32,487,000, a $6,749,000 decrease from December 31, 2002. The decrease in cash during the six months ended June 30, 2003 was due primarily to a $5,000,000 prepayment on the mortgage loan discussed below and a $3,500,000 payment of deferred incentive fees to affiliates of the General Partner, in accordance with the Partnership Agreement, offset by other total net cash provided by operating activities of approximately $5,219,000.

      Pursuant to the mortgage loan restructuring agreement (the “Restructuring Agreement”), the Partnership is required to make quarterly deposits to a furniture, fixtures and equipment reserve account (the “FF&E” Reserve Account), in accordance with the Restructuring Agreement, based upon 5.0% of gross

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      The Restructuring Agreement also requires that the Hotel make deposits into a tax escrow account for payment of real and personal property taxes. The balance of this tax escrow account of $3,763,000 is included in cash and cash equivalents in the accompanying consolidated balance sheets.

      The Michigan Avenue spent $334,000 on capital expenditures during the six months ended June 30, 2003 primarily related to the completion of the renovation of the lobby and upgrades to telecommunications equipment. All capital projects have been approved by the mortgage loan lender, as required by the Restructuring Agreement.

      Principal payments of $5,416,000 and interest payments of $1,130,000 were made on the mortgage loan during the six months ended June 30, 2003. These payments include a $5,000,000 principal prepayment that was made on March 1, 2003. Scheduled principal and interest payments for the remainder of 2003 total approximately $1,546,000.

      At this time, the Partnership anticipates that cash on hand and cash flow from operations will provide adequate funding for 2003 capital expenditures and principal and interest payments on the mortgage loan. A cash distribution of $6.72 per Unit was paid on March 16, 2003 and June 10, 2003. Future distributions will be based on Available Net Cash Flow, as defined in the Partnership Agreement, and are dependent upon the Net Cash Flow, as defined, generated by the Hotel and the adequacy of cash reserves. The amount of each distribution will be determined by the General Partner at the end of each calendar quarter according to economic conditions and the terms of the Partnership Agreement and will be distributed to the Partnership’s limited partners within 75 days of the end of the quarter. However, if a refinancing of the Michigan Avenue is consummated and a special distribution is made in connection with that transaction, there can be no assurance that there will be sufficient cash flows after such a distribution to continue quarterly distributions to the Limited Partners at the current levels.

Item 3.     Qualitative and Quantitative Disclosures about Market Risk.

      There were no material changes to the information provided in Item 7A in the Partnership’s Annual Report on Form 10-K regarding the Partnerships market risk.

Item 4.     Controls and Procedures

      The Partnership’s management conducted an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as of June 30, 2003. Based on this evaluation, the Principal Executive Officer and Principal Accounting Officer concluded that the Partnership’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in the Partnership’s SEC reports. There has been no change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 5.     Other Information.

Affiliate Transactions

      The Partnership reimbursed the General Partner for third-party general and administrative expenses incurred on behalf of the Partnership totaling approximately $280,000 during the second quarter of 2003 primarily for investor relations expenses and legal fees. Affiliates of the General Partner, including Starwood, as manager of the Hotel (“Hotel Manager”), received base management fees of approximately $439,000 in

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      In June 2000, the Michigan Avenue, leased, in an arms length transaction, its only restaurant to Grill Concepts Inc. (“Grill Concepts”). Grill Concepts operates the restaurant under the name The Grill on the Alley pursuant to the lease (the “Grill Lease”). In the third quarter of 2001, Starwood acquired common stock of Grill Concepts which represents 27.4% of the outstanding common stock of Grill Concepts and has rights to acquire additional shares of Grill Concepts pursuant to a subscription agreement. An employee of Starwood also serves on the Board of Directors of Grill Concepts. Rental revenues from Grill Concepts of $59,000 and $75,000 for the three months ended June 30, 2003 and 2002, respectively, are included in other operating department’s revenue in the accompanying consolidated financial statements. In late 2002, Grill Concepts approached the General Partner seeking a reduction or deferral in the rental payments due under the Grill Lease based on the general decline in operating conditions in the market, as well as increases in operating costs that would be attributable to a new collective bargaining agreement with the union representing employees at the restaurant. The Grill Concepts has since agreed to the terms of a new collective bargaining agreement.

Investor Relations

      The Partnership’s investor relations function is handled by Phoenix American Financial Services, Inc. at 2401 Kerner Boulevard, San Rafael, CA 94901-5529. The toll-free number for Phoenix American Financial Services, Inc. is 1-800-323-5888.

Unit Sales

      Through August 6, 2003, the General Partner has processed requests for the transfer of 2,819 Units. Sales requests processed through the date of this filing for 1,810 units for tender offers were at a price range of $225 to $415. The remaining 1,009 Unit sale requests were completed through limited partnership exchanges at a range in price of $330 to $507 per Unit. The per Unit sales prices are the actual contracted price agreed upon by the respective limited partner and new purchaser. This price does not reflect any reductions in the sales price due to distributions made to the limited partner, as specified by some of the mini-tender offers.

      (a) Exhibits.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WESTIN HOTELS LIMITED PARTNERSHIP
	(a Delaware limited partnership)

	By:	WESTIN REALTY CORP.,

	Its sole General Partner

	By:	/s/ THEODORE W. DARNALL

	Theodore W. Darnall
	President, Principal Executive Officer

	By:	/s/ ALAN M. SCHNAID

	Alan M. Schnaid
	Vice President, Principal Accounting Officer

Date: August 7, 2003

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EXHIBIT INDEX