**Exhibit 21**

 

**HILTON HOTELS CORPORATION(“HHC”)**

 

**- SUBSIDIARIES, JOINTVENTURES and AFFILIATES -**

 

**A. Wholly-Owned Subsidiaries**

**(including significant subsidiaries acquired inthe HI Acquisition)**

 
|                                                              |   | **State or Country** |   |
|-------------------------------------------------------------------|--------|----------------------|--------|
| **Name**                                                          |   | **of Incorporation** |   |
|                                                              |   |                 |   |
| 90210 Biltmore  Management, LLC (45)                              |   | Delaware             |   |
| 90210  Corporation                                                |   | Delaware             |   |
| 90210 Desert  Resorts Management Co., LLC (45)                    |   | Delaware             |   |
| 90210 Grand  Wailea Management Co., LLC (45)                      |   | Delaware             |   |
| 90210 Management  Company, LLC (44)                               |   | Delaware             |   |
| Andiamo’s O’Hare,  LLC (40)                             |   | Delaware             |   |
| ATM Hotels Pty.  Limited (23)                                     |   | Australia            |   |
| Bally’s Grand  Property Sub I, Inc. (7)                 |   | Nevada               |   |
| Big Downtown  Palmer House, LLC (40)                              |   | Delaware             |   |
| Buckingham’s  Chicago, LLC (41)                              |   | Delaware             |   |
| Chesterfield  Village Hotel, L.L.C. (23)                          |   | Missouri             |   |
| Chicago Hilton  LLC (39)                                          |   | Delaware             |   |
| CHW Holdings,  LLC (21)                                           |   | Delaware             |   |
| Compris Hotel  Corporation (33)                                   |   | Delaware             |   |
| Conrad Hotels  USA, Inc.                                     |   | Delaware             |   |
| Conrad  International (Belgium) Corporation (4)                   |   | Nevada               |   |
| Conrad  International Corporation (3)                             |   | Nevada               |   |
| Conrad International  (Egypt) Corporation (2) (4)            |   | Nevada               |   |
| Conrad  International (Egypt) Resorts Corporation (4)             |   | Nevada               |   |
| Conrad  International (Indonesia) Corporation (2) (4)        |   | Nevada               |   |
| Conrad  International (Thailand) Limited (4)                      |   | Thailand             |   |
| Conrad  International Hotels (HK) Ltd. (4)                        |   | Hong Kong            |   |
| Conrad  International Investment (Jakarta) Corporation (4)        |   | Nevada               |   |
| Conrad  International Management Services (Singapore) Pte Ltd (4) |   | Singapore            |   |
| Conrad  International Services (11)                               |   | Belgium              |   |
| Destination  Resorts, Inc. (13)                              |   | Arizona              |   |
| DFW Bevco, Inc.  (10)                                        |   | Texas                |   |
| DFW Hilton, Inc.  (13)                                       |   | Nevada               |   |
| Doubletree  Corporation (18)                                      |   | Delaware             |   |
| Doubletree DTWC  Corporation (19)                                 |   | Delaware             |   |
| Doubletree Hotel  Systems, Inc. (21)                         |   | Arizona              |   |
| Doubletree  Hotels Corporation (19)                               |   | Arizona              |   |
| DT Management, Inc.  (20)                                    |   | Arizona              |   |
| DT Real Estate, Inc.  (20)                                   |   | Arizona              |   |
| DTM  Atlanta/Legacy, Inc. (35)                               |   | Arizona              |   |
| DTM Coconut  Grove, Inc. (32)                                |   | Arizona              |   |
| DTM Largo, Inc.  (32)                                        |   | Arizona              |   |
| DTM Maryland, Inc.  (32)                                     |   | Arizona              |   |
| DTM Santa Clara, Inc.  (32)                                  |   | Arizona              |   |
| DTM Walnut Creek, Inc.  (32)                                 |   | Arizona              |   |
| DTR FCH Holdings, Inc.  (35)                                 |   | Arizona              |   |
| DTR PAH Holding, Inc.  (35)                                  |   | Arizona              |   |

 

1

----

 
|                                                             |   | **State or Country** |   |
|------------------------------------------------------------------|--------|----------------------|--------|
| **Name**                                                         |   | **of Incorporation** |   |
|                                                             |   |                 |   |
| DTR San Antonio, Inc.  (35)                                 |   | Arizona              |   |
| DTR TM Holdings, Inc.  (35)                                 |   | Arizona              |   |
| EJP Corporation  (23)                                            |   | Delaware             |   |
| Embassy  Development Corporation (23)                            |   | Delaware             |   |
| Embassy Equity  Development Corporation (23)                     |   | Delaware             |   |
| Embassy Memphis  Corporation (23)                                |   | Tennessee            |   |
| Embassy Suites  Club No. 1, Inc.(23)                   |   | Kansas               |   |
| Embassy Suites  Club No. Two, Inc. (23)                |   | Texas                |   |
| Embassy Suites  Club No. Three, Inc. (23)              |   | Louisiana            |   |
| Embassy Suites  (Isla Verde), Inc. (23)                     |   | Delaware             |   |
| Embassy Suites  (Puerto Rico), Inc. (23)                    |   | Delaware             |   |
| Embassy Syracuse  Development Corporation (26)                   |   | Delaware             |   |
| EPAM Corporation  (23)                                           |   | Delaware             |   |
| Florida Conrad  International Corp. (4)                          |   | Florida              |   |
| Grand Vacations  Realty, LLC (16)                                |   | Delaware             |   |
| Grand Vacations  Title, LLC (17)                                 |   | Delaware             |   |
| Guest Quarters  Services Corporation (38)                        |   | Illinois             |   |
| Hampton Inns, Inc.  (23)                                    |   | Delaware             |   |
| Hapeville  Investors, LLC                                        |   | Delaware             |   |
| Harbor Hotel  Corporation (37)                                   |   | Delaware             |   |
| HHC/PTC, LLC  (29)                                               |   | Delaware             |   |
| HHI Worldwide  Holdings, Inc. (25)                          |   | Delaware             |   |
| HIC Group  International Luxembourg SA (47)                      |   | Luxembourg           |   |
| HIC Hotels  U.S.A. Corporation (48)                              |   | Delaware             |   |
| Hilton Chicago  Corporation (40)                                 |   | Nevada               |   |
| Hilton Dallas, Inc.  (13)                                   |   | Nevada               |   |
| Hilton  Electronic Distribution Systems, LLC                     |   | Delaware             |   |
| Hilton Employee  Relief Fund                                     |   | California           |   |
| Hilton Grand  Vacations Club, LLC (16)                           |   | Delaware             |   |
| Hilton Grand  Vacations Company, LLC (16)                        |   | Delaware             |   |
| Hilton Grand  Vacations Development Company- Las Vegas, LLC (16) |   | Nevada               |   |
| Hilton Grand  Vacations Financing, LLC (28)                      |   | Delaware             |   |
| Hilton Hawaii  Corporation (13)                                  |   | Delaware             |   |
| Hilton Hawaiian  Village LLC (15)                                |   | Hawaii               |   |
| Hilton HHC  Limited (43)                                         |   | United Kingdom       |   |
| Hilton HIH  Limited                                              |   | United Kingdom       |   |
| Hilton Holdings, Inc.                                       |   | Nevada               |   |
| Hilton  Hospitality, Inc. (12)                              |   | Nevada               |   |
| Hilton Hotels  Partners I, LLC                                   |   | Delaware             |   |
| Hilton Hotels  Partners II, LLC                                  |   | Delaware             |   |
| Hilton Hotels  Partners III, LLC                                 |   | Delaware             |   |
| Hilton Illinois  Corp. (7)                                       |   | Nevada               |   |
| Hilton Illinois  Holdings, Inc. (13)                        |   | Delaware             |   |
| Hilton Inns, Inc.  (42)                                     |   | Delaware             |   |
| Hilton Insurance  Corporation (36)                               |   | Vermont              |   |
| Hilton  International Co. (49)                                   |   | Delaware             |   |
| Hilton Kansas  City Corporation (1)                              |   | Missouri             |   |
| Hilton Kingsland  1, LLC (40)                                    |   | Delaware             |   |
| Hilton Kingsland  2, LLC (16)                                    |   | Delaware             |   |
| Hilton Land  Investment 1, LLC (40)                              |   | Delaware             |   |

 

2

----

 
|                                                 |   | **State or Country** |   |
|------------------------------------------------------|--------|----------------------|--------|
| **Name**                                             |   | **of Incorporation** |   |
|                                                 |   |                 |   |
| Hilton MAPC, Inc.  (6)                          |   | Delaware             |   |
| Hilton Michigan  Avenue Corporation (14)             |   | Delaware             |   |
| Hilton New  Jersey Service Corp.                     |   | Delaware             |   |
| Hilton New  Orleans, LLC                             |   | Delaware             |   |
| Hilton-OCCC  Hotel, LLC                              |   | Florida              |   |
| Hilton OPB, LLC                                      |   | Delaware             |   |
| Hilton Orlando  Partners II, LLC                     |   | Delaware             |   |
| Hilton PCB  S.a.r.L.                                 |   | Luxembourg           |   |
| Hilton Real  Estate Holdings, Inc.              |   | Delaware             |   |
| Hilton  Recreation, Inc. (13)                   |   | Delaware             |   |
| Hilton Resorts  Corporation                          |   | Delaware             |   |
| Hilton Resorts  Marketing (Japan) Corp. (16)         |   | Delaware             |   |
| Hilton  Riverside, LLC                               |   | Delaware             |   |
| Hilton San Diego  Corporation (13)                   |   | California           |   |
| Hilton SPE  Holding, Inc. (9)                   |   | Delaware             |   |
| Hilton Spring  Corporation (39)                      |   | Delaware             |   |
| Hilton Suites, Inc.  (13)                       |   | Delaware             |   |
| Hilton Supply  Management, Inc. (12)            |   | Delaware             |   |
| Hilton Systems,  LLC                                 |   | Delaware             |   |
| Hilton Systems  Solutions, LLC (23)                  |   | Delaware             |   |
| Hilton Texas, Inc.  (13)                        |   | Nevada               |   |
| Hilton Waikoloa,  LLC                                |   | Delaware             |   |
| HHC One Park  Boulevard, LLC (46)                    |   | Delaware             |   |
| HTGV, LLC                                            |   | Delaware             |   |
| Hotel Clubs of  Corporate Woods, Inc. (20)      |   | Kansas               |   |
| Hotels Statler  Company, Inc. (13)              |   | Delaware             |   |
| Houston Airport  Doubletree, Inc. (1) (35) |   | Texas                |   |
| HTGV, LLC                                            |   | Delaware             |   |
| InnVision, LLC                                       |   | Delaware             |   |
| Kenner  Investors, LLC                               |   | Delaware             |   |
| Kitty O’Shea’s  Chicago, LLC (41)          |   | Delaware             |   |
| McLean Hilton  LLC (39)                              |   | Delaware             |   |
| Meritex, LLC (8)                                     |   | Delaware             |   |
| Nashville/Lakeview  Hotel, L.L.C. (1) (23)      |   | Tennessee            |   |
| Peacock Alley  Service Company, LLC                  |   | New York             |   |
| PHI Austin,  L.L.C. (23)                             |   | Delaware             |   |
| PHI Dallas,  L.L.C. (23)                             |   | Delaware             |   |
| PHI Dulles,  L.L.C. (23)                             |   | Delaware             |   |
| Phoenix SP  Hilton LLC (39)                          |   | Delaware             |   |
| Promus BPC  Corporation (23)                         |   | Delaware             |   |
| Promus Hotel  Corporation                            |   | Delaware             |   |
| Promus Hotel  Services, Inc. (23)               |   | Delaware             |   |
| Promus Hotels  Florida, Inc. (23)               |   | Delaware             |   |
| Promus Hotels  Minneapolis, Inc. (23)           |   | Delaware             |   |
| Promus Hotels, Inc.  (22)                       |   | Delaware             |   |
| Promus/Kingston  Development Corporation (23)        |   | Delaware             |   |
| Promus Operating  Company, Inc. (18)            |   | Delaware             |   |

 

3

----

 
|                                                                    |   | **State or Country** |   |
|-------------------------------------------------------------------------|--------|----------------------|--------|
| **Name**                                                                |   | **of Incorporation** |   |
|                                                                    |   |                 |   |
| PT. Conrad  Management Indonesia (5)                                    |   | Indonesia            |   |
| SALC, Inc.  (19)                                                   |   | Texas                |   |
| S.F. Hilton, Inc.  (39)                                            |   | Delaware             |   |
| Samantha Hotel  Corporation (19)                                        |   | Delaware             |   |
| San Francisco  Hilton, Inc. (25)                                   |   | Delaware             |   |
| Servicios y  Recursos Administrativos Hoteleros S. de R.L. de C.V. (30) |   | Mexico               |   |
| Short Hills  Hilton LLC (39)                                            |   | Delaware             |   |
| Suite Life, Inc.  (27)                                        |   | Delaware             |   |
| Tex Holdings, Inc.                                                 |   | Delaware             |   |
| Trader Vic’s  Palmer House, LLC (40)                               |   | Delaware             |   |
| Washington  Hilton, L.L.C.                                              |   | New York             |   |

 

**NOTES**

 

----

(1)           Inactive.

 

(2)           Nameholdingcompany.

 

(3)           Wholly-ownedby Hilton Hotels U.S.A., Inc., which is wholly-owned by HHC.

 

(4)           Wholly-ownedby Conrad International Corporation, which is wholly-owned by Hilton HotelsU.S.A., Inc., which is wholly-owned by HHC.

 

(5)           99% ownedby Conrad International Corporation, and 1% owned by HHC directly.

 

(6)           59.2%owned by Promus Hotels, Inc., and 40.8% owned by Hilton Suites, Inc.

 

(7)           Wholly-ownedby Hilton Illinois Holdings, Inc., which is wholly-owned by HiltonHoldings, Inc., which is wholly-owned by HHC.

 

(8)           Tex Holdings, Inc.became the sole member effective 1/1/04.

 

(9)           65%-ownedby San Francisco Hilton, Inc., 27%-owned by Hilton Michigan AvenueCorporation, and 8%-owned by Destination Resorts, Inc.

 

(10)         Wholly-ownedby Hilton Dallas, Inc., which is wholly-owned by Hilton Holdings, Inc.,which is wholly-owned by HHC.

 

(11)         .04%(four-one-hundredths of one percent) owned by HHC, and 99.96% owned by Conrad InternationalCorporation, which is wholly-owned by Hilton Hotels U.S.A., Inc., which iswholly-owned by HHC.

 

(12)         Ownership isas follows: 50.36% by 90210 Corporation; 0.5% by Conrad InternationalCorporation; 18.02% by Doubletree Hotels Corporation; 12.39% by Promus Hotels, Inc.;and 18.73% by Hampton Inns, Inc.

 

(13)         Wholly-ownedby Hilton Holdings, Inc., which is wholly-owned by HHC.

 

4

----

 

(14)         40.24% ownedby Hilton Illinois Corp., which is wholly-owned by Hilton Illinois Holdings, Inc.,which is wholly-owned by Hilton Holdings, Inc., which is wholly-owned byHHC; and 59.76% owned by Hilton Chicago Corporation, which is wholly-owned byHilton Illinois Corp., which is wholly-owned by Hilton Illinois Holdings, Inc.,which is wholly-owned by Hilton Holdings, Inc., which is wholly-owned byHHC.

 

(15)         96.08% ownedby HHC, and 3.92% owned by Hilton Recreation, Inc.

 

(16)         Wholly-ownedby Hilton Resorts Corporation, which is wholly-owned by HHC.

 

(17)         Wholly-ownedby Grand Vacations Realty, LLC, which is wholly-owned by Hilton Resorts Corporation,which is wholly-owned by HHC.

 

(18)         Wholly-ownedby Promus Hotel Corporation, which is wholly-owned by HHC.

 

(19)         Wholly-ownedby Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation, whichis wholly-owned by HHC.

 

(20)         Wholly-ownedby Doubletree Hotels Corporation, which is wholly-owned by DoubletreeCorporation, which is wholly-owned by Promus Hotel Corporation, which iswholly-owned by HHC.

 

(21)         Wholly-ownedby Conrad Hotels Worldwide, LLC, which is 50% owned by HHI Worldwide Holdings, Inc.and 50% owned by HCWW, Inc. (a wholly-owned subsidiary of HiltonInternational Co.)

 

(22)         Wholly-ownedby Promus Operating Company, Inc., which is wholly-owned by Promus Hotel Corporation,which is wholly-owned by HHC.

 

(23)         Wholly-ownedby Promus Hotels, Inc., which is wholly-owned by Promus Operating Company, Inc.,which is wholly-owned by Promus Hotel Corporation, which is wholly-owned byHHC.

 

(24)         Wholly-ownedby Hampton Inns, Inc., which is wholly-owned by Promus Hotels, Inc.,which is wholly-owned by Promus Operating Company, Inc., which is wholly-ownedby Promus Hotel Corporation, which is wholly-owned by HHC.

 

(25)         Wholly-ownedby Hilton Hospitality, Inc.

 

(26)         Wholly-ownedby Embassy Equity Development Corporation, which is wholly-owned by PromusHotels, Inc., which is wholly-owned by Promus Operating Company, Inc.,which is wholly-owned by Promus Hotel Corporation, which is wholly-owned byHHC.

 

(27)         Wholly-ownedby EJP Corporation, which is wholly-owned by Promus Hotels, Inc., which iswholly-owned by Promus Operating Company, Inc., which is wholly-owned byPromus Hotel Corporation, which is wholly-owned by HHC.

 

(28)         50% owned byHilton Resorts Corporation, and 50% owned by Hilton Grand Vacations DevelopmentCompany – Las Vegas, LLC.

 

(29)         Wholly-ownedby Destination Resorts, Inc., which is wholly-owned by Hilton Holdings, Inc.,which is wholly-owned by HHC.

 

5

----

 

(30)         99% owned byConrad International Corporation, and 1% owned by Hapeville Investors, LLC.

 

(31)         Wholly-ownedby RFS, Inc., which is wholly-owned by Doubletree Corporation, which iswholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.

 

(32)         Wholly-ownedby DT Management, Inc., which is wholly-owned by Doubletree HotelsCorporation, which is wholly-owned by Doubletree Corporation, which iswholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.

 

(33)         Wholly-ownedby Doubletree Hotel Systems, Inc., which is wholly-owned by DoubletreeHotels Corporation, which is wholly-owned by Doubletree Corporation, which iswholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.

 

(34)         Wholly-ownedby Compris Hotel Corporation, which is wholly-owned by Doubletree Hotel Systems, Inc.,which is wholly-owned by Doubletree Hotels Corporation, which is wholly-ownedby Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation,which is wholly-owned by HHC.

 

(35)         Wholly-ownedby DT Real Estate, Inc., which is wholly-owned by Doubletree HotelsCorporation, which is wholly-owned by Doubletree Corporation, which iswholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.

 

(36)         50% owned byPromus Operating Company, Inc., and 50% owned by 90210 Corporation.

 

(37)         Wholly-ownedby Samantha Hotel Corporation, which is wholly-owned by Doubletree Corporation,which is wholly-owned by Promus Hotel Corporation, which is wholly-owned byHHC.

 

(38)         Wholly-ownedby Doubletree Partners, which is 60%-owned by Samantha Hotel Corporation, and 40%-ownedby Doubletree Corporation.

 

(39)         Wholly-ownedby Hilton SPE Holding, Inc., which is 65%-owned by San Francisco Hilton, Inc.,27% owned by Hilton Michigan Avenue Corporation, and 8%-owned by DestinationResorts, Inc.

 

(40)         Wholly-ownedby Hilton Illinois Corp., which is wholly-owned by Hilton Illinois Holdings, Inc.,which is wholly-owned by Hilton Holdings, Inc., which is wholly-owned byHHC.

 

(41)         Wholly-ownedby Chicago Hilton LLC, which is wholly-owned by Hilton SPE Holding, Inc.

 

(42)         Wholly-ownedby 90210 Corporation, which is wholly-owned by HHC.

 

(43)         Wholly-ownedby Hilton HIH Limited, a United Kingdom company, which is wholly-owned by HHC.

 

(44)         Wholly-ownedby Hilton Illinois Holdings, Inc. which is wholly-owned by Hilton Holdings, Inc.which is wholly-owned by HHC.

 

(45)         Wholly-ownedby 90210 Management Company, LLC, which is wholly-owned by Hilton IllinoisHoldings, Inc. which is wholly-owned by Hilton Holdings, Inc. whichis wholly-owned by HHC.

 

(46)         Wholly-ownedby Hilton OPB, LLC, which is wholly-owned by HHC.

 

(47)         55% owned byHilton PCB S.a.r.L., a Luxembourg company, which is wholly-owned by HHC; and 45%owned by Hilton HHC Limited, a United Kingdom company, which is wholly-owned byHilton HIH Limited, a United Kingdom company, which is wholly-owned by HHC.

 

(48)         14.58% ownedby Hilton PCB S.a.r.L., a Luxembourg company, which is wholly-owned by HHC; and85.42% owned by HIC Group International Luxembourg SA, a Luxembourg company,which is 55% owned by Hilton PCB S.a.r.L., a Luxembourg company, and 45% ownedby Hilton HHC Limited, a United Kingdom company, which is wholly-owned byHilton HIH Limited, a United Kingdom company, which is wholly-owned by HHC.

 

(49)         Wholly-ownedby HIC Hotels U.S.A. Corporation, a Delaware company, which is 14.58% owned byHilton PCB, S.a.r.L., a Luxembourg company, which is wholly-owned by HHC.Additional indirect interest is held by HIC Group International Luxembourg SA,a Luxembourg company, which is 55% owned by Hilton PCB S.a.r.L., a Luxembourg company,and 45% owned by Hilton HHC Limited, a United Kingdom company, which is wholly-ownedby Hilton HIH Limited, a United Kingdom company, which is wholly-owned by HHC.

 

6

----

 

**B. Partially-owned Subsidiaries**

 
| ** **                                    | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|-----------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                      | ** ** | **Ownership**  | ** ** | **of Incorporation** | ** ** |
|                                          |       |           |       |                 |       |
| 42 Hotel Member,  LLC                         |       | 20             |       | New York             |       |
|                                          |       |           |       |                 |       |
| AH Hotel GP, LLC                              |       | See Note (25). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| AH Hotel, LLC                                 |       | See Note (25). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| AH Tenant  Corporation                        |       | See Note (25). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| Arlington Hotel  Co.(1)                       |       | 51             |       | Arizona              |       |
|                                          |       |           |       |                 |       |
| BPC Hotel, LLC                                |       | See Note (13). |       | New York             |       |
|                                          |       |           |       |                 |       |
| Brighton at  Kingston Plantation, L.L.C. (14) |       | 50             |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| Candlewood Hotel  Company, Inc. (22)     |       | 11.11          |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CC 2 Tree Tenant  Corp.                       |       | See Note (33). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| Centennial Hotel  Company, L.L.C. (15)        |       | 36.4           |       | Georgia              |       |
|                                          |       |           |       |                 |       |
| CHH 2 Tree Hotel  GP, LLC                     |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Auburn  Parent, LLC                       |       | See Note (26). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Costa  Parent, LLC                        |       | See Note (26). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Crystal City  Hotel GP, LLC               |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Dallas  Parent, LLC                       |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Lee Vista  Hotel GP, LLC                  |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Miami  Parent, LLC                        |       | See Note (26). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Portland  Parent, LLC                     |       | See Note (26). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Rye Town  Hotel GP, LLC                   |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Santa Clara  Hotel GP, LLC                |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CHH Tucson  Parent, LLC                       |       | See Note (30). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| Club Mack Opco,  LLC                          |       | 50             |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CM Hotel GP, LLC                              |       | See Note (27). |       | Delaware             |       |
|                                          |       |           |       |                 |       |
| CM Hotel, LLC                                 |       | See Note (27). |       | Delaware             |       |

 

7

----

 
| ** **                                      | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|-------------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                        | ** ** | **Ownership**  | ** ** | **of Incorporation** | ** ** |
|                                            |       |           |       |                 |       |
| CM Tenant  Corporation                          |       | See Note (27). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| Conrad Hospitality,  LLC                        |       | See Note (23). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| Conrad Hotels  Worldwide, LLC (6) (12)     |       | 50             |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| Crystal City  Tenant Corp.                      |       | See Note (34). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| DLC 2 Tree  Tenant Corp.                        |       | See Note (32). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| Doubletree de  Mexico, S.A. de C.V. (1)         |       | 50             |       | Mexico               |       |
|                                            |       |           |       |                 |       |
| Doubletree  Spokane City Center LLC (21)        |       | 10             |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| DTR Boston  Heights, Inc.                  |       | 80             |       | Arizona              |       |
|                                            |       |           |       |                 |       |
| DTR Houston, Inc.                          |       | 80             |       | Arizona              |       |
|                                            |       |           |       |                 |       |
| Earlsfort Centre  Hotel Proprietors Limited (2) |       | 25             |       | Ireland              |       |
|                                            |       |           |       |                 |       |
| EC Tenant Corp.                                 |       | See Note (31). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FC 42 Hotel LLC                                 |       | See Note (3).  |       | New York             |       |
|                                            |       |           |       |                 |       |
| FCH/DT BWI  Hotel, L.L.C.                       |       | See Note (41). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FCH/DT Hotels,  L.L.C. (40)                     |       | 10             |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FCH/DT Leasing,  L.L.C. (40)                    |       | 50             |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FCH/DT Leasing  II, L.L.C. (38)                 |       | 50             |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FelCor/JPM  Austin Hotel, L.L.C.                |       | See Note (43). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FelCor/JPM BWI  Hotel, L.L.C.                   |       | See Note (42). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FelCor/JPM  Denver Hotel, L.L.C.                |       | See Note (43). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FelCor/JPM Troy  Hotel, L.L.C.                  |       | See Note (43). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| FelCor/JPM  Wilmington Hotel, L.L.C.            |       | See Note (43). |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| GOL Texas, Inc.  (11)                      |       | 49             |       | Texas                |       |
|                                            |       |           |       |                 |       |
| Hilton HHonors  Worldwide, L.L.C. (6)           |       | 50             |       | Delaware             |       |
|                                            |       |           |       |                 |       |
| Hilton Marketing  Worldwide, L.L.C. (6)         |       | 50             |       | Delaware             |       |

 

8

----

 
| ** **                                                   | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|--------------------------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                                     | ** ** | **Ownership**  | ** ** | **of Incorporation** | ** ** |
|                                                         |       |           |       |                 |       |
| Hilton  Reservations Worldwide, L.L.C. (6)                   |       | 50             |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Hilton San Diego  Convention Center, LLC (39)                |       | 33.33          |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| HMA Tenant  Corporation                                      |       | See Note (28). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| HMA Hotel GP,  LLC                                           |       | See Note (28). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| HMA Hotel, LLC                                               |       | See Note (28). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Intermediate MD  Property Company (5)                        |       | See Note (5).  |       | Maryland             |       |
|                                                         |       |           |       |                 |       |
| International  Company for Touristic Investments, S.A.E. (7) |       | 10             |       | Egypt                |       |
|                                                         |       |           |       |                 |       |
| International  Rivercenter, L.L.C. (20)                      |       | 74.84          |       | Louisiana            |       |
|                                                         |       |           |       |                 |       |
| International  Rivercenter Lessee, L.L.C. (20)               |       | 74.84          |       | Louisiana            |       |
|                                                         |       |           |       |                 |       |
| Lee Vista Tenant  Corp.                                      |       | See Note (35). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Margate Towers  at Kingston Plantation, LLC (14)             |       | 50             |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Oakbrook Hilton  Suites and Garden Inn LLC (8)               |       | 50             |       | Illinois             |       |
|                                                         |       |           |       |                 |       |
| One Park  Boulevard, LLC (44)                                |       | 40             |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Pacific Market  Investment Company, LLC (38)                 |       | 50             |       | California           |       |
|                                                         |       |           |       |                 |       |
| PH Hotel GP, LLC                                             |       | See Note (29). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| PH Hotel, LLC                                                |       | See Note (29). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| PH Tenant  Corporation                                       |       | See Note (29). |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| PMIC Operations,  LLC (38)                                   |       | 50             |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Praedium II, Largo  Associates, L.L.C.(1)                    |       | 20             |       | Maryland             |       |
|                                                         |       |           |       |                 |       |
| Praedium II San  Antonio, L.P.                               |       | 20             |       | Texas                |       |
|                                                         |       |           |       |                 |       |
| Promus/FCH  Condominium Company, LLC                         |       | 50             |       | Delaware             |       |
|                                                         |       |           |       |                 |       |
| Promus/FCH  Development Company, LLC (1)                     |       | 50             |       | Delaware             |       |

 

9

----

 
| ** **                                                                                                                             | ** ** | **%**          | ** ** | **State or Country**  | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------|------------|----------------|------------|-----------------------|------------|
| **Name**                                                                                                                               | ** ** | **Ownership**  | ** ** | **of Incorporation**  | ** ** |
|                                                                                                                                   |       |           |       |                  |       |
| Promus/FelCor  Hotels, LLC                                                                                                             |       | See Note (16). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| Promus/FelCor  Manager, Inc. (17)                                                                                                 |       | 50             |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| P.T. Jakarta  International Artha (9)                                                                                                  |       | 10             |       | Indonesia             |       |
|                                                                                                                                   |       |           |       |                  |       |
| Rye Town Tenant  Corp.                                                                                                                 |       | See Note (37). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| Sacramento Hotel  Partners, LLC (24)                                                                                                   |       | 25             |       | California            |       |
|                                                                                                                                   |       |           |       |                  |       |
| Santa Clara  Tenant Corp.                                                                                                              |       | See Note (36). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| SES/D.C.  Venture, LLC (38)                                                                                                            |       | 50             |       | District of  Columbia |       |
|                                                                                                                                   |       |           |       |                  |       |
| THIG L.L.C.                                                                                                                            |       | See Note (19). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| THIG II L.L.C.                                                                                                                         |       | See Note (19). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| THIG III L.L.C.                                                                                                                        |       | See Note (19). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| THIM L.L.C.                                                                                                                            |       | See Note (18). |       | Delaware              |       |
|                                                                                                                                   |       |           |       |                  |       |
| Windsor Casino  Financial Limited (10)                                                                                                 |       | 50             |       | Ontario, Canada       |       |
|                                                                                                                                   |       |           |       |                  |       |
| Windsor Casino  Limited (10)                                                                                                           |       | 50             |       | Ontario, Canada       |       |
|                                                                                                                                   |       |           |       |                  |       |
| Windsor Casino  Supplies Limited (10)                                                                                                  |       | 50             |       | Ontario, Canada       |       |
|                                                                                                                                   |       |           |       |                  |       |
| Yeditepe  Beynelmilel Otelcilik  Turizm Ve Ticaret, A.S.  (“Seven Hills International Hotels,  Tourism and Trade, A.S.”) (4) |       | 25             |       | Turkey                |       |

 

**NOTES**

 

----

(1)           Inactive.

 

(2)           25% ownedby Conrad International Corporation, which is wholly-owned by Hilton HotelsU.S.A., Inc., which is wholly-owned by HHC.

 

(3)           HHC haspartial indirect ownership, through DT Management’s 20% interest in 42 HotelMember LLC (the 99.9% owner of this LLC.)

 

(4)           25% ownedby Conrad International Corporation, which is wholly-owned by Hilton HotelsU.S.A., Inc., which is wholly-owned by HHC.

 

(5)           HHC owns100% of the issued and outstanding common (voting) shares.

 

10

----

 

(6)           Theremaining ownership interest is held by Hilton International Co.

 

(7)           10% ownedby Conrad International Corporation, which is wholly-owned by Hilton HotelsU.S.A., Inc., which is wholly-owned by HHC.

 

(8)           50% ownedby Hilton Suites, Inc., which is wholly-owned by Hilton Holdings, Inc.,which is wholly-owned by HHC; and 50% owned by Martinique-Drury Lane OakbrookPartnership.

 

(9)           10% ownedby Conrad International Investment (Jakarta) Corporation, which is wholly-ownedby Conrad International Corporation, which is wholly-owned by Hilton HotelsU.S.A., Inc., which is wholly-owned by HHC.

 

(10)         50% owned byConrad International Corporation, which is wholly-owned by Hilton Hotels U.S.A., Inc.,which is wholly-owned by HHC.

 

(11)         49% owned byHampton Inns, Inc., which is wholly-owned by Promus Hotels, Inc.,which is wholly-owned by Promus Operating Company, Inc., which iswholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.

 

(12)         50% owned byHHI Worldwide Holdings, Inc., which is wholly-owned by Hilton Hospitality, Inc.

 

(13)         HHC haspartial indirect ownership, through Promus BPC Corporation’s 28% interest inBPC Hotel Member, LLC. (the 99.9% owner of this LLC.)

 

(14)         50% owned byPromus/Kingston Development Corporation.

 

(15)         36.4% ownedby DTM Atlanta/Legacy, Inc.

 

(16)         Promus/FelCorManager, Inc. owns 1% and serves as managing member. Hilton indirectly ownsadditional interest in this LLC thru its holdings in: EPT Atlanta-PerimeterCenter LP, EPT Austin LP, EPT Covina LP, EPT Kansas City LP, EPT Overland ParkLP, EPT Raleigh LP, EPT San Antonio LP, MHV Joint Venture, Promus/FelCorLombard LP and Promus/FelCor Parsippany LP.

 

(17)         49.4% ownedby Promus Hotels, Inc., and 0.6% owned by Suite Life, Inc.

 

(18)         98.99% ownedby Thayer Hotel Investors II L.P., which is 4.35% owned by Doubletree Hotels Corporation.

 

(19)         100% ownedby THIM L.L.C, which is 98.99% owned by Thayer Hotel Investors II L.P., whichis 4.35% owned by Doubletree Hotels Corporation.

 

(20)         74.84% ownedby Hilton New Orleans, LLC

 

(21)         10% owned byDoubletree DTWC Corporation.

 

(22)         Hilton’sshares in this publicly traded company are owned by Doubletree Corporation.

 

(23)         Wholly-ownedby Conrad Hotels Worldwide, LLC, which is 50% owned by HHI Worldwide Holdings, Inc.and 50% owned by HCWW, Inc. (a subsidiary of Hilton International Co.)

 

(24)         25% owned byPromus Hotels, Inc.

 

11

----

 

(25)         Wholly-ownedby CHH Auburn Partnership, LP, which is wholly-owned by CNL HHC Partners, LP,which is 30% owned by Hilton MAPC, Inc.

 

(26)         Wholly-ownedby CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.

 

(27)         Wholly-ownedby CHH Costa Partnership, LP, which is wholly-owned by CNL HHC Partners, LP, whichis 30% owned by Hilton MAPC, Inc.

 

(28)         Wholly-ownedby CHH Miami Partnership, LP, which is wholly-owned by CNL HHC Partners, LP,which is 30% owned by Hilton MAPC, Inc.

 

(29)         Wholly-ownedby CHH Portland Partnership, LP, which is wholly-owned by CNL HHC Partners, LP,which is 30% owned by Hilton MAPC, Inc.

 

(30)         Wholly-ownedby CNL HHC Partners II, LP, which is 25% owned by Hilton Orlando Partners II,LLC.

 

(31)         Wholly-ownedby CHH Tucson Partnership, LP, which is wholly-owned by CNL HHC Partners II,LP, which is 25% owned by Hilton Orlando Partners II, LLC

 

(32)         Wholly-ownedby CHH Dallas Partnership, LP, which is wholly-owned by CNL HHC Partners II,LP, which is 25% owned by Hilton Orlando Partners II, LLC

 

(33)         Wholly-ownedby CHH 2 Tree Hotel, LP, which is wholly-owned by CNL HHC Partners II, LP,which is 25% owned by Hilton Orlando Partners II, LLC

 

(34)         Wholly-ownedby CHH Crystal City Hotel, LP, which is wholly-owned by CNL HHC Partners II,LP, which is 25% owned by Hilton Orlando Partners II, LLC

 

(35)         Wholly-ownedby CHH Lee Vista Hotel, LP, which is wholly-owned by CNL HHC Partners II, LP,which is 25% owned by Hilton Orlando Partners II, LLC

 

(36)         Wholly-ownedby CHH Santa Clara Hotel, LP, which is wholly-owned by CNL HHC Partners II, LP,which is 25% owned by Hilton Orlando Partners II, LLC

 

(37)         Wholly-ownedby CHH Rye Town Hotel, LP, which is wholly-owned by CNL HHC Partners II, LP,which is 25% owned by Hilton Orlando Partners II, LLC

 

(38)         Hilton’sinterest is held by Promus Hotels, Inc.

 

(39)         33.33% ownedby HHC.

 

(40)         Hilton’sinterest is held by DTR FCH Holdings, Inc.

 

(41)         Sole memberis FCH/DT BWI Holdings, L.P.

 

(42)         Sole memberis FCH/DT BWI Hotel, L.L.C.

 

(43)         Sole memberis FCH/DT Holdings, L.P.

 

12

----

 

(44)     Wholly-owned byHHC One Park Boulevard, LLC, which is wholly-owned by Hilton OPB, LLC, which iswholly-owned by HHC.  The other 60% is ownedby East Harbor Property, Inc. a Delaware corporation, which is wholly-ownedby Henley Holding Corporation, a Cayman Islands corporation.

 

13

----

 

**C. Partnerships**

 
| ** **                                             | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|--------------------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                               | ** ** | **Ownership**  | ** ** | **of Organization**  | ** ** |
|                                                   |       |           |       |                 |       |
| AH Hotel  Partners, LP                                 |       | See Note (31). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| Avenue Louise  Hotel Partners S.N.C. (9)               |       | 100            |       | Belgium              |       |
|                                                   |       |           |       |                 |       |
| Bakersfield Red  Lion Motor Inn (1) (27)          |       | 66.7           |       | California           |       |
|                                                   |       |           |       |                 |       |
| CHH 2 Tree  Hotel, LP                                  |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Auburn  Partnership, LP                            |       | See Note (30). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Costa  Partnership, LP                             |       | See Note (30). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Crystal City  Hotel, LP                            |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Dallas  Partnership, LP                            |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Lee Vista  Hotel, LP                               |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Miami  Partnership, LP                             |       | See Note (30). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Portland  Partnership, LP                          |       | See Note (30). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Rye Town  Hotel, LP                                |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Santa Clara  Hotel, LP                             |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CHH Tucson  Partnership, LP                            |       | See Note (36). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CM Hotel  Partners, LP                                 |       | See Note (32). |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CNL HHC  Partners, LP (29)                             |       | 30             |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| CNL HHC Partners  II, LP (35)                          |       | 25             |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| Corporate  Associates – Boise Limited Partnership |       | 13.33          |       | Arizona              |       |
|                                                   |       |           |       |                 |       |
| Custom House  Hotel, L.P. (42)                         |       | See Note (42). |       | Missouri             |       |
|                                                   |       |           |       |                 |       |
| Destination  Resort Affiliates (3)                     |       | 50             |       | Arizona              |       |
|                                                   |       |           |       |                 |       |
| DFW  Hilton Hotel Limited Partnership (4)              |       | 100            |       | Texas                |       |
|                                                   |       |           |       |                 |       |
| Doubletree  Partners (45)                              |       | 100            |       | Delaware             |       |
|                                                   |       |           |       |                 |       |
| DT Ontario Hotel  Partners (27)                        |       | 66.7           |       | California           |       |
|                                                   |       |           |       |                 |       |
| Embassy Akers  Venture                                 |       | 50             |       | Delaware             |       |

 

14

----

 
| ** **                                           | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|------------------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                             | ** ** | **Ownership**  | ** ** | **of Organization**  | ** ** |
|                                                 |       |           |       |                 |       |
| Embassy La Jolla  Partners Limited Partnership (41)  |       | 10             |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Atlanta  Perimeter Center L.P. (44)              |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Austin L.P.  (44)                                |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Covina L.P.  (44)                                |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Kansas City  L.P. (44)                           |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Meadowlands  L.P. (44)                           |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Overland  Park L.P. (44)                         |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT Raleigh L.P.  (44)                               |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| EPT San Antonio  L.P. (44)                           |       | See Note (44). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| ES Hotel Isla  Verde, SE (10)                        |       | 28.92          |       | Puerto Rico          |       |
|                                                 |       |           |       |                 |       |
| FCH/DT BWI  Holdings, L.P.                           |       | See Note (5).  |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| FCH/DT Holdings,  L.P.                               |       | See Note (11). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| FelCor/JPM  Austin Holdings, L.P.                    |       | See Note (15). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| FelCor Lodging  Limited Partnership                  |       | 1.6031         |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| Fess Parker -  Red Lion Hotel (12)                   |       | 50             |       | California           |       |
|                                                 |       |           |       |                 |       |
| Global Resort  Partners (6)                          |       | 100            |       | Hawaii               |       |
|                                                 |       |           |       |                 |       |
| Hapeville Hotel  Limited Partnership (7)             |       | 100            |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| Hilton Glendale,  L.P. (28)                          |       | 75             |       | California           |       |
|                                                 |       |           |       |                 |       |
| HMA Hotel Partners,  LP                              |       | See Note (33). |       | Delaware             |       |
|                                                 |       |           |       |                 |       |
| Hotel  Equities Co.                                  |       | 2.1            |       | Arizona              |       |
|                                                 |       |           |       |                 |       |
| Hotel  Properties- Boise                             |       | 50             |       | Arizona              |       |
|                                                 |       |           |       |                 |       |
| Hotel  Properties- Newport (1)                       |       | See Note (13). |       | Arizona              |       |
|                                                 |       |           |       |                 |       |
| Hutton Centre  Hotel Associates (1)                  |       | See Note (14). |       | California           |       |
|                                                 |       |           |       |                 |       |
| International  Rivercenter Partnership (1) (37) |       | 67.4           |       | Louisiana            |       |

 

15

----

 
| ** **                                  | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|---------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                    | ** ** | **Ownership**  | ** ** | **of Organization**  | ** ** |
|                                        |       |           |       |                 |       |
| Kenner Hotel  Limited Partnership (8)       |       | 100            |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| King Street  Station Hotel Associates, L.P. |       | 50             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| MHV Joint  Venture                          |       | 50             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| New Orleans  International Hotel (38)       |       | 84.13          |       | Louisiana            |       |
|                                        |       |           |       |                 |       |
| PAH-DT Allen  Partners, LP                  |       | 15             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| PAH-DT Chicago/O’Hare  Partners, LP    |       | 10             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| PAH-DT  Minneapolis Suites Partners, L.P.   |       | 10             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| PAH-DT Park  Place Partners, L.P.           |       | 10             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| PAH-DT  Tallahassee Partners, L.P.          |       | 10             |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| PH Hotel  Partners, LP                      |       | See Note (34). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| Praedium II San  Antonio, L.P. (1)          |       | 20             |       | Texas                |       |
|                                        |       |           |       |                 |       |
| Promus/Felcor  Lombard L.P.                 |       | See Note (40). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| Promus/Felcor  Parsippany L.P.              |       | See Note (39). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| Promus/Felcor  San Antonio Venture          |       | See Note (39). |       | Texas                |       |
|                                        |       |           |       |                 |       |
| Slohat Hotels,  L.P.                        |       | See Note (43). |       | Texas                |       |
|                                        |       |           |       |                 |       |
| Thayer Hotel  Investors II, L.P.            |       | See Note (16). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Austin L.P.                             |       | See Note (17). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI FQ L.P.                                 |       | See Note (26). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Metairie,  L.P. (1)                     |       | See Note (18). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Oceanfront,  L.P. (1)                   |       | See Note (19). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Plantation,  L.P.                       |       | See Note (20). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Rockville  L.P. (1)                     |       | See Note (21). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Skokie L.P.  (1)                        |       | See Note (22). |       | Delaware             |       |
|                                        |       |           |       |                 |       |
| THI Somerset L.P.  (1)                      |       | See Note (23). |       | Delaware             |       |

 

16

----

 
| ** **                                 | ** ** | **%**          | ** ** | **State or Country** | ** ** |
|--------------------------------------------|------------|----------------|------------|----------------------|------------|
| **Name**                                   | ** ** | **Ownership**  | ** ** | **of Organization**  | ** ** |
|                                       |       |           |       |                 |       |
| THI Tucson L.P. (1) (24)              |       | See Note (24). |       | Delaware             |       |
|                                       |       |           |       |                 |       |
| Tucson Fund,  L.P. (1) (25)           |       | See Note (25). |       | Delaware             |       |
|                                       |       |           |       |                 |       |
| Valencia Hotel  Joint Venture (1) (2) |       | 25             |       | California           |       |
|                                       |       |           |       |                 |       |
| Village  Motor Inn (12)                    |       | 50             |       | Montana              |       |

 

**NOTES**

 

----

(1)           Inactive.

 

(2)           25% ownedby Hilton Inns, Inc., which is wholly-owned by 90210 Corporation, which iswholly-owned by HHC.

 

(3)           50% ownedby Destination Resorts, Inc., which is wholly-owned by Hilton Holdings, Inc.,which is wholly-owned by HHC.

 

(4)           99% ownedby DFW Hilton Inc., which is wholly-owned by Hilton Holdings, Inc., whichis wholly-owned by HHC; and 1% owned by Hilton Texas, Inc., which is wholly-ownedby Hilton Holdings, Inc., which is wholly-owned by HHC.

 

(5)           FCH/DTHotels, L.L.C. is sole general partner and 1% equity holder; FCH/DT Holdings,L.P. is sole limited partner and 99% equity holder.

 

(6)           13.34%owned by Hilton Recreation, Inc., and 86.66% owned by Hilton Waikoloa,LLC.

 

(7)           1% ownedby Hilton Hotels Partners II, LLC (the general partner), and 99% owned byHapeville Investors, LLC (the limited partner.) Both the general and limitedpartners are wholly-owned by HHC.

 

(8)           1% ownedby Hilton Hotels Partners I, LLC (the general partner), and 99% owned by KennerInvestors, LLC (the limited partner.) Both the general and limited partners arewholly-owned by HHC.

 

(9)           50% ownedby Conrad International Corporation, which is wholly-owned by Hilton HotelsU.S.A., Inc., which is wholly-owned by HHC. The remaining 50% is owned byConrad International (Belgium) Corporation, which is wholly-owned by ConradInternational Corporation, which is wholly-owned by Hilton Hotels U.S.A., Inc.,which is wholly-owned by HHC.

 

(10)         28.92% Class Ainterest owned by Embassy Suites (Isla Verde), Inc.

 

(11)         9.9% directLP interest by DTR FCH Holdings, Inc.; 1% indirect GP interest throughHilton’s holdings in FCH/DT Hotels, L.L.C.

 

(12)         50% owned byDoubletree DTWC Corporation.

 

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(13)         45% owned byDT Management, Inc.; 10% owned by DT Real Estate, Inc.; 45% owned byCorporate Associates –Newport Limited Partnership (in which Hilton owns a smallminority interest.)

 

(14)         50% owned byHotel Properties-Newport.

 

(15)         Sole generalpartner and 1% equity holder is FelCor/JPM Austin Hotel, L.L.C.; sole limitedpartner and 99% equity holder is FCH/DT Holdings, L.P.

 

(16)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.

 

(17)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Austin L.P.; and b) a 100% membershipinterest in THIG III L.L.C., which holds a 1% GP interest in THI Austin L.P.

 

(18)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Metairie L.P.; and b) a 100%membership interest in THIG III L.L.C., which holds a 1% GP interest in THIMetairie L.P.

 

(19)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Oceanfront L.P.; and b) a 100%membership interest in THIG III L.L.C., which holds a 1% GP interest in THIOceanfront L.P.

 

(20)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Plantation L.P.; and b) a 100%membership interest in THIG III L.L.C., which holds a 1% GP interest in THIPlantation L.P.

 

(21)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Rockville L.P.; and b) a 100%membership interest in THIG II L.L.C., which holds a 1% GP interest in THIRockville L.P.

 

(22)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Skokie L.P.; and b) a 100% membershipinterest in THIG L.L.C., which holds a 1% GP interest in THI Skokie L.P.

 

(23)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI Somerset L.P.; and b) a 100%membership interest in THIG III L.L.C., which holds a 1% GP interest in THISomerset L.P.

 

(24)         DoubletreeHotels Corporation holds a 4.35% interest in Tucson Fund, L.P. Tucson Fund,L.P. holds a 98.7% LP interest in THI Tucson L.P.

 

(25)         4.35% ownedby Doubletree Hotels Corporation.

 

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(26)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors II L.P.Thayer Hotel Investors II L.P. holds a 98.99% interest in THIM L.L.C. THIML.L.C. holds: a) a 99% LP interest in THI FQ L.P.; and b) a 100% membershipinterest in THIG III L.L.C., which holds a 1% GP interest in THI FQ L.P.

 

(27)         66.7% ownedby Doubletree DTWC Corporation.

 

(28)         75% owned byDoubletree DTWC Corporation.

 

(29)         30% owned byHilton MAPC, Inc.

 

(30)         Wholly-ownedby CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.

 

(31)         Wholly-ownedby CHH Auburn Partnership, LP, which is wholly-owned by CNL HHC Partners, whichis 30% owned by Hilton MAPC, Inc.

 

(32)         Wholly-ownedby CHH Costa Partnership, LP, which is wholly-owned by CNL HHC Partners, LP, whichis 30% owned by Hilton MAPC, Inc.

 

(33)         Wholly-ownedby CHH Miami Partnership, LP, which is wholly-owned by CNL HHC Partners, LP,which is 30% owned by Hilton MAPC, Inc.

 

(34)         Wholly-ownedby CHH Portland Partnership, LP, which is wholly-owned by CNL HHC Partners, LP,which is 30% owned by Hilton MAPC, Inc.

 

(35)         25% owned byHilton Orlando Partners II, LLC.

 

(36)         Wholly-ownedby CNL HHC Partners II, LP, which is 25% owned by Hilton Orlando Partners II,LLC.

 

(37)         Hilton’sinterest is held by Hilton New Orleans, LLC.

 

(38)         Hilton’sinterest is held by Hilton Riverside, LLC.

 

(39)         PromusHotels, Inc. directly owns 50% of this joint venture. Additional indirectinterest is held thru Promus Hotels, Inc.’s 2.53% interest in FelCorSuites, LP, which in turn owns a 50% LP interest in the subject joint venture.

 

(40)         EmbassyDevelopment Corporation directly owns a 49% interest in this LP. Promus Hotels, Inc.directly owns a 1% interest. Additional indirect interest is held thru PromusHotels, Inc.’s 2.53% interest in FelCor Suites, LP, which in turn owns a50% LP interest in the subject LP.

 

(41)         EJPCorporation is sole general partner and 10% equity holder.

 

(42)         A direct2.11% LP interest is held by DT Real Estate, Inc. An indirect minorityinterest is held by DT Management, Inc., through its 2.1% interest inHotel Equities Co., which in turn holds a 10.75% LP interest in Custom HouseHotel, L.P.

 

(43)         An indirectminority interest is held by DTR PAH Holding, Inc., through its 15% LPinterest in PAH-DT Allen Partners, L.P., which holds a 99.8% LP interest inSlohat Hotels, L.P.

 

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(44)         A direct 1%GP interest is held by Suite Life, Inc. A direct 49% LP interest isheld by Promus Hotels, Inc. Additional indirect interest is held thru PromusHotels, Inc.’s 2.53% interest in FelCor Suites, LP, which in turn owns a50% LP interest in the subject LP.

 

(45)         SamanthaHotel Corporation owns 60%; Doubletree Corporation owns 40%.

 

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**D. Affiliates**

 

**1. SPECIALPURPOSES CORPORATIONS:**

 

The following are specialpurpose corporations formed in connection with the operation of beverageservice at particular hotels.  HHC doesnot directly or indirectly own any of the shares of these corporations.

 
| ** **                               | ** ** | **State of**      | ** ** |
|------------------------------------------|------------|-------------------|------------|
| **Name**                                 | ** ** | **Incorporation** | ** ** |
|                                     |       |              |       |
| Dallas DBLT Club                         |       | Texas             |       |
| Hilton Beverage  Corporation             |       | Louisiana         |       |
| New Orleans  Hilton Beverage Corporation |       | Louisiana         |       |
| Tapas Corporation                        |       | Utah              |       |

 

**2.NONPROFIT CORPORATIONS:**

 

The following nonprofitcorporation serves as the owner of the health club at the Washington Hilton &Towers. It is owned by the members of that hotel’s health club. HHC does nothave any direct or indirect ownership interest in this corporation.

 
| ** **                      | ** ** | **State of**          | ** ** |
|---------------------------------|------------|-----------------------|------------|
| **Name**                        | ** ** | **Incorporation**     | ** ** |
|                            |       |                  |       |
| Washington  Hilton Racquet Club |       | District of  Columbia |       |

 

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