**Exhibit 21**

**HILTONHOTELS CORPORATION (“HHC”)**

**-SUBSIDIARIES, JOINT VENTURES and AFFILIATES -**

**A.  Wholly-Owned Subsidiaries**
| ** **                                                 | ** ** | **State or Country**  |
|------------------------------------------------------------|------------|-----------------------|
| **Name**                                                   | ** ** | **of  Incorporation** |
|                                                       |       |                  |
| 259 Pitt Street Pty Limited (67)                           |       | Australia             |
| 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              |
| Adana Hilton Enternasyonal Otelcilik Limited Sirketi  (86) |       | Turkey                |
| Adda Hotels Limited (87)                                   |       | United Kingdom        |
| Adda Properties Limited (78)                               |       | United Kingdom        |
| Addis Ababa Hilton International Pvt Ltd Co (57)           |       | Ethiopia              |
| Admiral I Pty Limited (66)                                 |       | Australia             |
| Admiral II Pty Limited (66)                                |       | Australia             |
| Admiral III Pty Limited (66)                               |       | Australia             |
| Admiral Investments Pty Limited (65)                       |       | Australia             |
| African American Investment Corporation (64)               |       | South Africa          |
| African American Properties Hotels (Pty) Ltd. (88)         |       | South Africa          |
| African American Properties (Pty) Ltd. (63)                |       | South Africa          |
| Albergo SA (90)                                            |       | Luxembourg            |
| Andiamo’s O’Hare, LLC (40)                       |       | Delaware              |
| Aro Participation Limited (76)                             |       | United Kingdom        |
| ATM Hotels Pty. Limited (23)                               |       | Australia             |
| Bally’s Grand Property Sub I, Inc. (7)                |       | Nevada                |
| Barquisimeto Hilton Internacional CA (57)                  |       | Venezuela             |
| Big Downtown Palmer House, LLC (40)                        |       | Delaware              |
| Blue Bonnet Security, LLC                                  |       | Delaware              |
| Bondarea Limited (76)                                      |       | United Kingdom        |
| Bradley Court Limited (76)                                 |       | United Kingdom        |
| Buckingham’s Chicago, LLC (41)                        |       | Delaware              |
| CBYH LLC (57)                                              |       | Delaware              |
| Chancel Service Corporation (57)                           |       | Delaware              |
| Chesterfield Village Hotel, L.L.C.(23)                     |       | Missouri              |
| Chicago Hilton LLC (39)                                    |       | Delaware              |
| CHW Holdings, LLC (21)                                     |       | Delaware              |
| Clive Hall Limited (73)                                    |       | United Kingdom        |
| Comfort Hotels International Limited (76)                  |       | United Kingdom        |
| Comfort Hotels Limited (76)                                |       | United Kingdom        |
| Comfort Inns BV (71)                                       |       | Netherlands           |
| Comfort Lodge (U.K.) Limited (80)                          |       | United Kingdom        |
| Comfort Lodge Limited (79)                                 |       | United Kingdom        |

1

----

 
| ** **                                                        | ** ** | **State or Country** |
|-------------------------------------------------------------------|------------|----------------------|
| **Name**                                                          | ** ** | **of Incorporation** |
|                                                              |       |                 |
| Compris Hotel Corporation (33)                                    |       | Delaware             |
| Conrad Hospitality, LLC (53)                                      |       | Delaware             |
| Conrad Hotels USA, Inc.                                           |       | Delaware             |
| Conrad Hotels Worldwide, LLC (54)                                 |       | 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 (113)                     |       | 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              |
| Coylumbridge Highland Lodges (Management) Limited  (76)           |       | United Kingdom       |
| Craigendarroch Limited (76)                                       |       | United Kingdom       |
| Destination Resorts, Inc. (13)                                    |       | Arizona              |
| DFW Bevco, Inc. (10)                                              |       | Texas                |
| DFW Hilton, Inc. (13)                                             |       | Nevada               |
| Die Flotte Schiffsgastronomie GmbH (62)                           |       | Germany              |
| Doubletree Corporation (18)                                       |       | Delaware             |
| Doubletree DTWC Corporation (19)                                  |       | Delaware             |
| Doubletree Hotel Systems, Inc. (20)                               |       | 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              |
| DTR San Antonio, Inc. (35)                                        |       | Arizona              |
| DTR TM Holdings, Inc. (35)                                        |       | Arizona              |
| DTWC Spokane City Center SPE, LLC (112)                           |       | Delaware             |
| Dunkeld Lodges (Management) Limited (76)                          |       | United Kingdom       |
| Durban Hotel Asset Trust (89)                                     |       | South Africa         |
| 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             |

2

----

 
| ** **                                                       | ** ** | **State or Country** |
|------------------------------------------------------------------|------------|----------------------|
| **Name**                                                         | ** ** | **of Incorporation** |
|                                                             |       |                 |
| Embassy Suites (Puerto Rico), Inc. (23)                          |       | Delaware             |
| Embassy Syracuse Development Corporation (26)                    |       | Delaware             |
| EPAM Corporation (23)                                            |       | Delaware             |
| Exhibition Hall Brighton (76)                                    |       | United Kingdom       |
| Florida Conrad International Corp. (4)                           |       | Florida              |
| Grand Vacations Realty, LLC (16)                                 |       | Delaware             |
| Grand Vacations Title, LLC (17)                                  |       | Delaware             |
| Greatkey Limited (76)                                            |       | United Kingdom       |
| Grundstucksgesellschaft An Der Fraurenkirche Dresden  mbH (62)   |       | Germany              |
| Grundstucksgesellschaft Belvederer Allee Weimar mbH  (62)        |       | Germany              |
| Guest Quarters Services Corporation (1) (38)                     |       | Illinois             |
| H Alliance, Inc. (57)                                            |       | Delaware             |
| Hampton Inns, Inc. (23)                                          |       | Delaware             |
| Hapeville Investors, LLC                                         |       | Delaware             |
| HCWW Inc. (57)                                                   |       | Delaware             |
| HHC One Park Boulevard, LLC (46)                                 |       | Delaware             |
| HHC/PTC, LLC (29)                                                |       | Delaware             |
| HHI Worldwide Holdings, Inc. (25)                                |       | Delaware             |
| HI Hotel Management (Guam), Inc. (57)                            |       | Guam                 |
| HI Italy Srl (57)                                                |       | Italy                |
| HIC First Corporation (50)                                       |       | Delaware             |
| HIC Group Finance Limited (76)                                   |       | United Kingdom       |
| HIC Group International Luxembourg SA (47)                       |       | Luxembourg           |
| HIC Holdings BV (77)                                             |       | Netherlands          |
| HIC Holdings Corporation (52)                                    |       | Delaware             |
| HIC Hotels U.S.A. Corporation (48)                               |       | Delaware             |
| HIC Roissy Netherlands BV (72)                                   |       | Netherlands          |
| HIC Roissy SA (91)                                               |       | France               |
| HIC Second Corporation (51)                                      |       | Delaware             |
| HIC Treasury Limited (74)                                        |       | United Kingdom       |
| HIH Sweden AB (71)                                               |       | Sweden               |
| Hilstock Hotel Holding Corporation (57)                          |       | Delaware             |
| Hilton Canada Co (57)                                            |       | Canada               |
| Hilton Chicago Corporation (40)                                  |       | Nevada               |
| Hilton Copenhagen ApS (57)                                       |       | Denmark              |
| Hilton Cyprus Limited (57)                                       |       | Cyprus               |
| Hilton Dallas, Inc. (13)                                         |       | Nevada               |
| Hilton Do Brasil Ltda (92)                                       |       | Brazil               |
| Hilton Egypt Lil Tigara (86)                                     |       | Egypt                |
| Hilton Electronic Distribution Systems, LLC                      |       | Delaware             |
| Hilton Employee Relief Fund                                      |       | California           |
| Hilton Energy Investments, LLC                                   |       | Delaware             |
| Hilton Enternasyonal Otelcilik AS (93)                           |       | Turkey               |
| Hilton Finance (UK) Limited (73)                                 |       | United Kingdom       |
| Hilton Grand Vacations Club, LLC (16)                            |       | Delaware             |
| Hilton Grand Vacations Company, LLC (16)                         |       | Delaware             |
| Hilton Grand Vacations Development Company- Las  Vegas, LLC (16) |       | Nevada               |

3

----

 
| ** **                                                 | ** ** | **State or Country** |
|------------------------------------------------------------|------------|----------------------|
| **Name**                                                   | ** ** | **of Incorporation** |
|                                                       |       |                 |
| Hilton Grand Vacations Financing, LLC (28)                 |       | Delaware             |
| Hilton Hawaii Corporation (13)                             |       | Delaware             |
| Hilton Hawaiian Village LLC (15)                           |       | Hawaii               |
| Hilton (Hellas) EPE (57)                                   |       | Greece               |
| Hilton HHC Limited (43)                                    |       | United Kingdom       |
| Hilton HHonors Worldwide, L.L.C. (55)                      |       | Delaware             |
| Hilton HIH Limited                                         |       | United Kingdom       |
| Hilton Holdings, Inc.                                      |       | Nevada               |
| Hilton Hospitality, Inc. (12)                              |       | Nevada               |
| Hilton Hotel Geneva SA (57)                                |       | Switzerland          |
| Hilton Hotels (Ireland) Limited (76)                       |       | Ireland              |
| Hilton Hotels of Australia (Melbourne) Pty Ltd (65)        |       | Australia            |
| Hilton Hotels of Australia Pty Ltd (65)                    |       | Australia            |
| Hilton Hotels Partners I, LLC                              |       | Delaware             |
| Hilton Hotels Partners II, LLC                             |       | Delaware             |
| Hilton Illinois Corp. (7)                                  |       | Nevada               |
| Hilton Illinois Holdings, Inc. (13)                        |       | Delaware             |
| Hilton Imperial D.o.o. (57)                                |       | Croatia              |
| Hilton Inns, Inc. (42)                                     |       | Delaware             |
| Hilton Insurance Corporation (36)                          |       | Vermont              |
| Hilton Internacional de Venezuela CA (57)                  |       | Venezuela            |
| Hilton International Aruba NV (1) (57)                     |       | Aruba                |
| Hilton International Asia Pacific Pte Ltd. (57)            |       | Singapore            |
| Hilton International Australia Pty Limited (57)            |       | Australia            |
| Hilton International Barbados Limited (1)(57)              |       | Barbados             |
| Hilton International (Bulgaria) EAD (57)                   |       | Bulgaria             |
| Hilton International Co. (49)                              |       | Delaware             |
| Hilton International Co. (Belgium) SPRL/BVBA (57)          |       | Belgium              |
| Hilton International Ecuador LLC (57)                      |       | Delaware             |
| Hilton International (France) SASU (57)                    |       | France               |
| Hilton International GAMMA (1) (61)                        |       | France               |
| Hilton International (Germany) GmbH (57)                   |       | Germany              |
| Hilton International Holdings LLC (57)                     |       | Delaware             |
| Hilton International Hotels (U.K.) Limited (57)            |       | United Kingdom       |
| Hilton International Jamaica Limited (86)                  |       | Jamaica              |
| Hilton International Malta Limited (1) (95)                |       | Malta                |
| Hilton International (Moscow) LLC (94)                     |       | Delaware             |
| Hilton International (Nederland) BV (69)                   |       | Netherlands          |
| Hilton International Nordic Region Scandic Hotel A/S  (83) |       | Denmark              |
| Hilton International of Puerto Rico, Inc. (60)             |       | Delaware             |
| Hilton International South Africa (PTY) Limited (57)       |       | South Africa         |
| Hilton International (Switzerland) GmbH (57)               |       | Switzerland          |
| Hilton International (Thailand) Co Limited (57)            |       | Thailand             |
| Hilton International Trinidad Limited (96)                 |       | Trinidad and Tobago  |
| Hilton International Wien Ges.m.b.H. (57)                  |       | Austria              |

4

----

** **
| ** **                                  | ** ** | **State or Country** |
|---------------------------------------------|------------|----------------------|
| **Name**                                    | ** ** | **of Incorporation** |
|                                        |       |                 |
| Hilton Israel Ltd (57)                      |       | Israel               |
| Hilton Italiana Srl (75)                    |       | Italy                |
| 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             |
| Hilton Leisure Breaks Limited (76)          |       | United Kingdom       |
| Hilton Luxembourg Holdco SA (97)            |       | Luxembourg           |
| Hilton Malta Limited (98)                   |       | Malta                |
| Hilton MAPC, Inc. (6)                       |       | Delaware             |
| Hilton Marketing Worldwide, L.L.C. (56)     |       | Delaware             |
| Hilton Mexico Promotora SA de CV (99)       |       | Mexico               |
| Hilton Michigan Avenue Corporation (14)     |       | Delaware             |
| Hilton Moscow LLC (58)                      |       | Russia               |
| Hilton Nairobi Limited (100)                |       | Kenya                |
| Hilton New Jersey Service Corp.             |       | Delaware             |
| Hilton New Orleans, LLC                     |       | Delaware             |
| Hilton-OCCC Hotel, LLC                      |       | Florida              |
| Hilton of Malaysia LLC (57)                 |       | Delaware             |
| Hilton of Panama Limited (86)               |       | Panama               |
| Hilton of Singapore LLC (57)                |       | Delaware             |
| Hilton of Spain S.L. (57)                   |       | Spain                |
| Hilton OPB, LLC                             |       | Delaware             |
| Hilton Orlando Partners II, LLC             |       | Delaware             |
| Hilton Orlando Partners III LLC             |       | Delaware             |
| Hilton PCB S.a.r.L. (34)                    |       | Luxembourg           |
| Hilton Recreation, Inc. (13)                |       | Delaware             |
| Hilton Reservations Worldwide, L.L.C. (55)  |       | Delaware             |
| Hilton Resorts Corporation                  |       | Delaware             |
| Hilton Resorts Marketing (Japan) Corp. (16) |       | Delaware             |
| Hilton Riverside, LLC                       |       | Delaware             |
| Hilton Russia LLC (57)                      |       | 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. (42)         |       | Delaware             |
| Hilton Systems, LLC                         |       | Delaware             |
| Hilton Systems Solutions, LLC (23)          |       | Delaware             |
| Hilton Texas, Inc. (13)                     |       | Nevada               |
| Hilton Tobago Limited (57)                  |       | Trinidad and Tobago  |
| Hilton UK Hotels Limited (71)               |       | United Kingdom       |
| Hilton Waikoloa, LLC                        |       | Delaware             |
| Hiro Grundstucks GmbH & Co KG (62)      |       | Germany              |
| HIRO Hotel GmbH & Co KG (62)            |       | Germany              |
| HIRO Verwaltungs GmbH (62)                  |       | Germany              |
| HIUS Finance LLC (57)                       |       | Delaware             |

** **

5

----

** **
| ** **                                                         | ** ** | **State or Country** |
|--------------------------------------------------------------------|------------|----------------------|
| **Name**                                                           | ** ** | **of Incorporation** |
|                                                               |       |                 |
| Hotel Clubs of Corporate Woods, Inc. (20)                          |       | Kansas               |
| Hotel Corporation of Europe (57)                                   |       | New York             |
| Hotel Maatschappij Rotterdam BV (101)                              |       | Netherlands          |
| Hotel Maatschappij Schiphol BV (70)                                |       | Netherlands          |
| Hotel Management (Middle East), LLC (57)                           |       | Delaware             |
| Hotel Management of Minneapolis, Inc. (60)                         |       | Minnesota            |
| Hotel Scandic Ariadne AB (83)                                      |       | Sweden               |
| Hotel Scandic Plaza AB (81)                                        |       | Sweden               |
| Hotelera Diagonal SA (102)                                         |       | Spain                |
| Hotels Statler Company, Inc. (13)                                  |       | Delaware             |
| HTGV, LLC                                                          |       | Delaware             |
| Inhil Co., Inc. (1) (57)                                           |       | New York             |
| InnVision, LLC                                                     |       | Delaware             |
| International Brand Hospitality GmbH (103)                         |       | Austria              |
| International Brand Hospitality GmbH (84)                          |       | Germany              |
| Intersection Hotels Limited (1) (73)                               |       | United Kingdom       |
| Istanbul Park Hilton Enternasyonal Otelcilik Limited  Sirketi (86) |       | Turkey               |
| Izmir Hilton Enternasyonal Otelcilik AS (104)                      |       | Turkey               |
| Kayseri Hilton Enternasyonal Otelcilik AS (105)                    |       | Turkey               |
| Kenner Investors, LLC                                              |       | Delaware             |
| Kitty O’Shea’s Chicago, LLC (41)                         |       | Delaware             |
| Klara Vattugrand Restaurang AB (83)                                |       | Sweden               |
| Konya Hilton Enternasyonal Otelcilik AS (105)                      |       | Turkey               |
| Livingwell at Manchester Limited (1) (76)                          |       | United Kingdom       |
| Livingwell Australia Pty Limited (68)                              |       | Australia            |
| Los Zocos, S.A. (106)                                              |       | Spain                |
| Madagascar Hilton SARL (107)                                       |       | Madagascar           |
| Maple Hotels Management Company Limited (77)                       |       | United Kingdom       |
| Marquette Holdings, LLC (57)                                       |       | Delaware             |
| Mayaguez Hilton Corporation (57)                                   |       | Delaware             |
| McLean Hilton LLC (39)                                             |       | Delaware             |
| Meritex, LLC (8)                                                   |       | Delaware             |
| Mersin Hilton Enternasyonal Otelcilik AS (108)                     |       | Turkey               |
| Metropole Hotels Limited (76)                                      |       | United Kingdom       |
| Middle East Hotels LLC (57)                                        |       | Delaware             |
| Milbuck Holdings, Inc. (57)                                        |       | Delaware             |
| Nashville/Lakeview Hotel, L.L.C. (1) (23)                          |       | Tennessee            |
| Operadora de Hoteles Loreto, S. de R.L. de C.V.(24)                |       | Mexico               |
| Peacock Alley Service Company, LLC                                 |       | New York             |
| Pembroke Hotel Limited (76)                                        |       | United Kingdom       |
| 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             |

** **

6

----

** **
| ** **                                                              | ** ** | **State or Country** |
|-------------------------------------------------------------------------|------------|----------------------|
| **Name**                                                                | ** ** | **of Incorporation** |
|                                                                    |       |                 |
| 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             |
| Provobis Profilrestauranger AB (83)                                     |       | Sweden               |
| Puckrup Hall Hotel Limited (76)                                         |       | United Kingdom       |
| PT. Conrad Management Indonesia (5)                                     |       | Indonesia            |
| SALC, Inc. (19)                                                         |       | Texas                |
| Samantha Hotel Corporation (19)                                         |       | Delaware             |
| San Francisco Hilton, Inc. (25)                                         |       | Delaware             |
| Scandic Centrumhotell AB (83)                                           |       | Sweden               |
| Scandic Hazeliusbacken AB (83)                                          |       | Sweden               |
| Scandic Hotel A/S (83)                                                  |       | Norway               |
| Scandic Hotel NV (109)                                                  |       | Belgium              |
| Scandic Hotel Offenbach GmbH (85)                                       |       | Germany              |
| Scandic Hotel Vermogens-Verwaltungs-GmbH (84)                           |       | Germany              |
| Scandic Hotels AB (82)                                                  |       | Sweden               |
| Scandic Hotels Europe AB (83)                                           |       | Sweden               |
| Scandic Hotels Oy (83)                                                  |       | Finland              |
| Scandic Nederland BV (84)                                               |       | Netherlands          |
| Servicios y Recursos Administrativos Hoteleros S. de  R.L. de C.V. (30) |       | Mexico               |
| S.F. Hilton, Inc. (39)                                                  |       | Delaware             |
| Short Hills Hilton LLC (39)                                             |       | Delaware             |
| Societe d’Exploitation Hoteliere d’Orly EURL (61)             |       | France               |
| Societe d’Exploitation Hoteliere de Roissy SARL (61)               |       | France               |
| Societe d’Exploitation Hoteliere du Palais SA (110)                |       | France               |
| Societe d’Exploitation Hoteliere du XVeme EURL (61)                |       | France               |
| Societe d’Exploitation Hoteliere La Defense (61)                   |       | France               |
| Societe Immobiliere Strasbourg Herrenschmidt EURL  (61)                 |       | France               |
| Societe Tunis Hilton SARL (111)                                         |       | Tunisia              |
| Splendid Property Company Limited (76)                                  |       | United Kingdom       |
| Stakis Central Services Limited (76)                                    |       | United Kingdom       |
| Stakis Finance Limited (76)                                             |       | United Kingdom       |
| Stakis Limited (71)                                                     |       | United Kingdom       |
| St Helens Hotels Limited (76)                                           |       | United Kingdom       |
| Suite Life, Inc. (27)                                                   |       | Delaware             |
| Sunrise Resources (Australia) Pty Ltd (65)                              |       | Australia            |
| Tandem Limited (76)                                                     |       | Isle of Man          |
| Tel Aviv Hilton Limited (31)                                            |       | Israel               |
| Tex Holdings, Inc.                                                      |       | Delaware             |
| The Lodore Hotel Limited (76)                                           |       | United Kingdom       |
| Trader Vic’s Palmer House, LLC (40)                                |       | Delaware             |
| UAB Scandic Hotels (83)                                                 |       | Lithuania            |

** **

7

----

** **
| ** **                                       | ** ** | **State or Country** |
|--------------------------------------------------|------------|----------------------|
| **Name**                                         | ** ** | **of Incorporation** |
|                                             |       |                 |
| Vista International (D.C.) Inc. (57)             |       | District of Columbia |
| Vista International Hotel (Pittsburgh) Inc. (57) |       | Pennsylvania         |
| Vista International (Illinois), Inc. (59)        |       | Illinois             |
| Washington Hilton, L.L.C.                        |       | New York             |
| World Hotels, B.V. (72)                          |       | Netherlands          |

 

----

**NOTES**
| (1)    |   | Inactive.                                                                                                                                                                                                                                                                       |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                            |
| (2)    |   | Nameholding company.                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                            |
| (3)    |   | Wholly-owned by Conrad Hotels USA, Inc., which is  wholly-owned by HHC.                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                            |
| (4)    |   | Wholly-owned by Conrad International Corporation,  which is wholly-owned by Conrad Hotels USA, Inc., which is wholly-owned by  HHC.                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                            |
| (5)    |   | 99% owned by 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-owned by Hilton Illinois Holdings, Inc.,  which is wholly-owned by Hilton Holdings, Inc., which is wholly-owned by HHC.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                            |
| (8)    |   | Wholly-owned by Tex Holdings, Inc., which is  wholly-owned by HHC.                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                            |
| (9)    |   | 65%-owned by San Francisco Hilton, Inc., 27%-owned  by Hilton Michigan Avenue Corporation, and 8%-owned by Destination Resorts,  Inc.                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                            |
| (10)   |   | Wholly-owned by 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 International Corporation, which is  wholly-owned by Conrad Hotels USA, Inc., which is wholly- owned by HHC.                                                                                |
|   |   |                                                                                                                                                                                                                                                                            |
| (12)   |   | Ownership is as follows: 50.36% by 90210  Corporation; 0.5% by Conrad International Corporation; 18.02% by Doubletree  Hotels Corporation; 12.39% by Promus Hotels, Inc.; and 18.73% by Hampton  Inns, Inc.                                                                     |
|   |   |                                                                                                                                                                                                                                                                            |
| (13)   |   | Wholly-owned by Hilton Holdings, Inc., which is  wholly-owned by HHC.                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                            |
| (14)   |   | 40.24% owned by Hilton Illinois Corp., which is  wholly-owned by Hilton Illinois Holdings, Inc., which is wholly-owned by  Hilton Holdings, Inc., which is wholly-owned by HHC; and 59.76% owned by  Hilton Chicago Corporation, which is wholly-owned by Hilton Illinois Corp. |
|   |   |                                                                                                                                                                                                                                                                            |
| (15)   |   | 96.08% owned by HHC, and 3.92% owned by Hilton  Recreation, Inc.                                                                                                                                                                                                                |

 

8

----

 
| (16)   |   | Wholly-owned by Hilton Resorts Corporation, which is  wholly-owned by HHC.                                                                                                                                                                         |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                               |
| (17)   |   | Wholly-owned by Grand Vacations Realty, LLC, which  is wholly-owned by Hilton Resorts Corporation, which is wholly-owned by HHC.                                                                                                                   |
|   |   |                                                                                                                                                                                                                                               |
| (18)   |   | Wholly-owned by Promus Hotel Corporation, which is  wholly-owned by HHC.                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                               |
| (19)   |   | Wholly-owned by Doubletree Corporation, which is  wholly-owned by Promus Hotel Corporation,                                                                                                                                                        |
|   |   | which is wholly-owned by HHC.                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                               |
| (20)   |   | Wholly-owned by Doubletree Hotels Corporation, which  is wholly-owned by Doubletree                                                                                                                                                                |
|   |   | Corporation, which is wholly-owned by Promus Hotel  Corporation, which is wholly-owned by HHC.                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                               |
| (21)   |   | Wholly-owned by Conrad Hotels Worldwide, LLC, which  is 50% owned by HHI Worldwide                                                                                                                                                                 |
|   |   | Holdings, Inc. and 50% owned by HCWW, Inc.                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                               |
| (22)   |   | Wholly-owned by Promus Operating Company, Inc.,  which is wholly-owned by Promus Hotel Corporation, which is wholly-owned by  HHC.                                                                                                                 |
|   |   |                                                                                                                                                                                                                                               |
| (23)   |   | Wholly-owned by Promus Hotels, Inc., which is  wholly-owned by Promus Operating Company, Inc., which is wholly-owned by  Promus Hotel Corporation, which is wholly-owned by HHC.                                                                   |
|   |   |                                                                                                                                                                                                                                               |
| (24)   |   | 99% owned by DT Management, Inc., and 1% owned by  Doubletree Corporation.                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                               |
| (25)   |   | Wholly-owned by Hilton Hospitality, Inc.                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                               |
| (26)   |   | Wholly-owned by Embassy Equity Development  Corporation, which is wholly-owned by Promus Hotels, Inc., which is  wholly-owned by Promus Operating Company, Inc., which is wholly-owned by  Promus Hotel Corporation, which is wholly-owned by HHC. |
|   |   |                                                                                                                                                                                                                                               |
| (27)   |   | Wholly-owned by EJP Corporation, which is  wholly-owned by Promus Hotels, Inc., which is wholly-owned by Promus  Operating Company, Inc., which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC.                        |
|   |   |                                                                                                                                                                                                                                               |
| (28)   |   | 50% owned by Hilton Resorts Corporation, and 50%  owned by Hilton Grand Vacations                                                                                                                                                                  |
|   |   | Development Company – Las Vegas, LLC.                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                               |
| (29)   |   | Wholly-owned by Destination Resorts, Inc., which is  wholly-owned by Hilton Holdings, Inc., which is wholly-owned by HHC.                                                                                                                          |
|   |   |                                                                                                                                                                                                                                               |
| (30)   |   | 99% owned by Conrad International Corporation, and  1% owned by Hapeville Investors, LLC.                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                               |
| (31)   |   | 99.995% owned by Hilton International Co., and  0.005% owned by Hilton Israel Ltd.                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                               |
| (32)   |   | Wholly-owned by DT Management, Inc., which is  wholly-owned by Doubletree Hotels Corporation, which is wholly-owned by  Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC.                  |

 

9

----

 
| (33)   |   | Wholly-owned by Doubletree Hotel Systems, Inc.,  which is wholly-owned by Doubletree Hotels Corporation, which is wholly-owned  by Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                         |
| (34)   |   | Wholly-owned by Avenue Louise Hotel Partners S.N.C.,  which is 50% owned by Conrad                                                                                                                                                           |
|   |   | International Corporation and 50% owned by Conrad  International (Belgium) Corporation.                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                         |
| (35)   |   | Wholly-owned by DT Real Estate, Inc., which is wholly-owned  by Doubletree Hotels Corporation, which is wholly-owned by Doubletree  Corporation, which is wholly-owned by Promus Hotel Corporation, which is  wholly-owned by HHC.           |
|   |   |                                                                                                                                                                                                                                         |
| (36)   |   | 50% owned by Promus Operating Company, Inc., and 50%  owned by 90210 Corporation.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                         |
| (37)   |   | Wholly-owned by Samantha Hotel Corporation, which is  wholly-owned by Doubletree Corporation,                                                                                                                                                |
|   |   | which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                         |
| (38)   |   | Wholly-owned by Doubletree Partners, which is 60%-owned  by Samantha Hotel Corporation, and 40%-owned by Doubletree Corporation.                                                                                                             |
|   |   |                                                                                                                                                                                                                                         |
| (39)   |   | Wholly-owned by Hilton SPE Holding, Inc., which is  65% owned by San Francisco Hilton, Inc., 27% owned by Hilton Michigan Avenue  Corporation, and 8% owned by Destination Resorts, Inc.                                                     |
|   |   |                                                                                                                                                                                                                                         |
| (40)   |   | Wholly-owned by Hilton Illinois Corp., which is  wholly-owned by Hilton Illinois Holdings, Inc., which is wholly-owned by  Hilton Holdings, Inc., which is wholly-owned by HHC.                                                              |
|   |   |                                                                                                                                                                                                                                         |
| (41)   |   | Wholly-owned by Chicago Hilton LLC, which is  wholly-owned by Hilton SPE Holding, Inc.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                         |
| (42)   |   | Wholly-owned by 90210 Corporation, which is  wholly-owned by HHC.                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                         |
| (43)   |   | Wholly-owned by Hilton HIH Limited, which is  wholly-owned by HHC.                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                         |
| (44)   |   | Wholly-owned by Hilton Illinois Holdings, Inc. which  is wholly-owned by Hilton Holdings, Inc. which is wholly-owned by HHC.                                                                                                                 |
|   |   |                                                                                                                                                                                                                                         |
| (45)   |   | Wholly-owned by 90210 Management Company, LLC, which  is wholly-owned by Hilton Illinois Holdings, Inc. which is wholly-owned by  Hilton Holdings, Inc. which is wholly-owned by HHC.                                                        |
|   |   |                                                                                                                                                                                                                                         |
| (46)   |   | Wholly-owned by Hilton OPB, LLC, which is  wholly-owned by HHC.                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                         |
| (47)   |   | 54.994% owned by Hilton PCB S.a.r.L., and 45.006%  owned by Hilton HHC Limited.                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                         |
| (48)   |   | 14.583% owned by Hilton PCB S.a.r.L., and 85.417%  owned by HIC Group International Luxembourg SA.                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                         |
| (49)   |   | 86.447% owned by HIC Hotels U.S.A. Corporation, and  13.553% owned by HIC Holdings Corporation.                                                                                                                                              |

 

10

----

 
| (50)   |   | Wholly-owned by HIC Hotels U.S.A. Corporation.                                                                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                     |
| (51)   |   | Wholly-owned by HIC First Corporation, which is  wholly-owned by HIC Hotels U.S.A. Corporation.                                                                                          |
|   |   |                                                                                                                                                                                     |
| (52)   |   | Wholly-owned by HIC Second Corporation, which is  wholly-owned by HIC First Corporation, which is wholly-owned by HIC Hotels  U.S.A. Corporation.                                        |
|   |   |                                                                                                                                                                                     |
| (53)   |   | Wholly-owned by Conrad Hotels Worldwide, LLC, which  is 50% owned by HHI Worldwide Holdings, Inc. and 50% owned by HCWW, Inc.                                                            |
|   |   |                                                                                                                                                                                     |
| (54)   |   | 50% owned by HHI Worldwide Holdings, Inc. and 50%  owned by HCWW, Inc.                                                                                                                   |
|   |   |                                                                                                                                                                                     |
| (55)   |   | 50% owned by HHC, 45% owned by H Alliance, Inc. and  5% owned by Hilton International Co.                                                                                                |
|   |   |                                                                                                                                                                                     |
| (56)   |   | 50% owned by HHC and 50% owned by Hilton  International Co.                                                                                                                              |
|   |   |                                                                                                                                                                                     |
| (57)   |   | Wholly-owned by Hilton International Co.                                                                                                                                                 |
|   |   |                                                                                                                                                                                     |
| (58)   |   | Wholly-owned by Hilstock Hotel Holding Corporation,  which is wholly-owned by Hilton International Co.                                                                                   |
|   |   |                                                                                                                                                                                     |
| (59)   |   | Wholly-owned by Hilton Canada Co, which is  wholly-owned by Hilton International Co.                                                                                                     |
|   |   |                                                                                                                                                                                     |
| (60)   |   | Wholly-owned by Vista International (Illinois),  Inc., which is wholly-owned by Hilton Canada Co, which is wholly-owned by  Hilton International Co.                                     |
|   |   |                                                                                                                                                                                     |
| (61)   |   | Wholly-owned by Hilton International (France) SASU,  which is wholly-owned by Hilton International Co.                                                                                   |
|   |   |                                                                                                                                                                                     |
| (62)   |   | Wholly-owned by Hilton International (Germany) GmbH,  which is wholly-owned by Hilton International Co.                                                                                  |
|   |   |                                                                                                                                                                                     |
| (63)   |   | Wholly-owned by Hilton International (Switzerland)  GmbH, which is wholly-owned by Hilton International Co.                                                                              |
|   |   |                                                                                                                                                                                     |
| (64)   |   | Wholly-owned by African American Properties (Pty)  Ltd., which is wholly-owned by Hilton International (Switzerland) GmbH, which  is wholly-owned by Hilton International Co.            |
|   |   |                                                                                                                                                                                     |
| (65)   |   | Wholly-owned by Hilton International Australia Pty  Limited, which is wholly-owned by Hilton International Co.                                                                           |
|   |   |                                                                                                                                                                                     |
| (66)   |   | Wholly-owned by Admiral Investments Pty Limited,  which is wholly-owned by Hilton International Australia Pty Limited, which is  wholly-owned by Hilton International Co.                |
|   |   |                                                                                                                                                                                     |
| (67)   |   | Wholly-owned by Hilton Hotels of Australia  (Melbourne) Pty Ltd, which is wholly-owned by Hilton International Australia  Pty Limited, which is wholly-owned by Hilton International Co. |
|   |   |                                                                                                                                                                                     |
| (68)   |   | Wholly-owned by Hilton Hotels of Australia Pty  Limited, which is wholly-owned by Hilton International Australia Pty Limited,  which is wholly-owned by Hilton International Co.         |

 

11

----

 
| (69)   |   | Wholly-owned by Hilton International Co (Belgium)  SPRL/BVBA, which is wholly-owned by Hilton International Co.                                                                                                                                            |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                       |
| (70)   |   | Wholly-owned by Hilton International (Nederland) BV,  which is wholly owned by Hilton International Co (Belgium) SPRL/BVBA, which  is wholly-owned by Hilton International Co.                                                                             |
|   |   |                                                                                                                                                                                                                                                       |
| (71)   |   | Wholly-owned by Hilton International Hotels (U.K.)  Limited, which is wholly-owned by Hilton International Co.                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                       |
| (72)   |   | Wholly-owned by Comfort Inns BV, which is wholly  owned by Hilton International Hotels (U.K.) Limited, which is wholly-owned by  Hilton International Co.                                                                                                  |
|   |   |                                                                                                                                                                                                                                                       |
| (73)   |   | Wholly-owned by Hilton UK Hotels Limited, which is  wholly owned by Hilton International Hotels (U.K.) Limited, which is  wholly-owned by Hilton International Co.                                                                                         |
|   |   |                                                                                                                                                                                                                                                       |
| (74)   |   | Wholly-owned by Hilton Finance (UK) Limited, which  is wholly-owned by Hilton UK Hotels Limited, which is wholly owned by Hilton  International Hotels (U.K.) Limited, which is wholly-owned by Hilton  International Co.                                  |
|   |   |                                                                                                                                                                                                                                                       |
| (75)   |   | Wholly-owned by Hotel Corporation of Europe, which  is wholly-owned by Hilton International Co.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                       |
| (76)   |   | Wholly-owned by Stakis Limited, which is  wholly-owned by Hilton International Hotels (U.K.) Limited, which is  wholly-owned by Hilton International Co.                                                                                                   |
|   |   |                                                                                                                                                                                                                                                       |
| (77)   |   | Wholly-owned by Aro Participation Limited, which is  wholly-owned by Stakis Limited, which is wholly-owned by Hilton International  Hotels (U.K.) Limited, which is wholly-owned by Hilton International Co.                                               |
|   |   |                                                                                                                                                                                                                                                       |
| (78)   |   | Wholly-owned by Comfort Hotels International  Limited, which is wholly-owned by Stakis Limited, which is wholly-owned by  Hilton International Hotels (U.K.) Limited, which is wholly-owned by Hilton  International Co.                                   |
|   |   |                                                                                                                                                                                                                                                       |
| (79)   |   | Wholly-owned by Comfort Hotels Limited, which is  wholly-owned by Stakis Limited, which is wholly-owned by Hilton International  Hotels (U.K.) Limited, which is wholly-owned by Hilton International Co.                                                  |
|   |   |                                                                                                                                                                                                                                                       |
| (80)   |   | Wholly-owned by Comfort Lodge Limited, which is  wholly-owned by Comfort Hotels Limited, which is wholly-owned by Stakis  Limited, which is wholly-owned by Hilton International Hotels (U.K.) Limited,  which is wholly-owned by Hilton International Co. |
|   |   |                                                                                                                                                                                                                                                       |
| (81)   |   | Wholly-owned by HIH Sweden AB, which is wholly-owned  by Hilton International Hotels (U.K.) Limited, which is wholly-owned by  Hilton International Co.                                                                                                    |
|   |   |                                                                                                                                                                                                                                                       |
| (82)   |   | Wholly-owned by Hotel Scandic Plaza AB, which is  wholly-owned by HIH Sweden AB, which is wholly-owned by Hilton International  Hotels (U.K.) Limited, which is wholly-owned by Hilton International Co.                                                   |

** **

12

----

 
| (83)   |   | Wholly-owned by Scandic Hotels AB, which is  wholly-owned by Hotel Scandic Plaza AB, which is wholly-owned by HIH Sweden  AB, which is wholly-owned by Hilton International Hotels (U.K.) Limited,  which is wholly-owned by Hilton International Co.                                                                                                                                               |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (84)   |   | Wholly-owned by Scandic Hotels Europe AB, which is  wholly-owned by Scandic Hotels AB, which is wholly-owned by Hotel Scandic  Plaza AB, which is wholly-owned by HIH Sweden AB, which is wholly-owned by  Hilton International Hotels (U.K.) Limited, which is wholly-owned by Hilton  International Co.                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (85)   |   | Wholly-owned by International Brand Hospitality GmbH  (incorporated in Germany), which is wholly-owned by Scandic Hotels Europe AB,  which is wholly-owned by Scandic Hotels AB, which is wholly-owned by Hotel  Scandic Plaza AB, which is wholly-owned by HIH Sweden AB, which is  wholly-owned by Hilton International Hotels (U.K.) Limited, which is  wholly-owned by Hilton International Co. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (86)   |   | 90% owned by Hilton International Co., and 10% owned  by Hilton International Holdings LLC, which is wholly-owned by Hilton  International Co.                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (87)   |   | 99.999999% owned by Comfort Hotels International  Limited, and 0.000001% owned by Comfort Hotels Limited.                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (88)   |   | 99.9% owned by Hilton International (Switzerland)  GmbH, and 0.1% owned by African American Properties (Pty) Ltd.                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (89)   |   | Wholly-owned by African American Properties Hotels  (Pty) Ltd., which is 99.9% owned by Hilton International (Switzerland) GmbH,  and 0.1% owned by African American Properties (Pty) Ltd.                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (90)   |   | 99.999999875% owned by Hilton Luxembourg Holdco SA,  and 0.000000125% owned by Hilton International (France) SASU.                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (91)   |   | 99.9994% owned by HIC Roissy Netherlands BV. The  remainder is owned by 6 employees of Hilton International Co. (0.0001% each.)                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (92)   |   | 99.99% owned by Hilton of Singapore LLC, which is  wholly-owned by Hilton International Co., and 0.01% owned by Hilton  International Co.                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (93)   |   | 99.999% owned by Hilton International Co., and  0.0001% owned by 4 individuals (0.000025% each).                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (94)   |   | 99.9999998% owned by HIUS Finance LLC, and  0.0000002% owned by Hilton International Co.                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (95)   |   | 88.18% owned by Hilton International Co., 11.8%  owned by Hilton International Holdings LLC, and 0.02% owned by Hilton of  Singapore LLC.                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (96)   |   | 90.011% owned by Hilton International Co., and  9.988% owned by Hilton International Holdings LLC.                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (97)   |   | 98% owned by Comfort Hotels International Limited,  and 2% owned by Adda Properties Limited.                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
| (98)   |   | 99.99% owned by Hilton International Co., and 0.01%  owned by Hilton International Holdings LLC.                                                                                                                                                                                                                                                                                                    |

 

13

----

| (99)   |   | 99.8% owned by Hilton International Co., 0.05% owned  by Hilton International of Puerto Rico, Inc., 0.05% owned by Hilton of  Malaysia LLC, 0.05% owned by Hilton of Singapore LLC, and 0.05% owned by  Mayaguez Hilton Corporation. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                 |
| (100)  |   | 99.98% owned by Hilton International Co., and 0.02%  owned by Mr. Essam Abouda.                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                 |
| (101)  |   | 83.496% owned by Comfort Inns BV, and 16.504% owned  by Hilton International Co.                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                 |
| (102)  |   | 99.999999967% owned by Comfort Inns BV, and  0.000000033% owned by HIC Holdings BV.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                 |
| (103)  |   | 99.992% owned by International Brand Hospitality  GmbH (incorporated in Germany), and 0.008% owned by Scandic Hotel Offenbach  GmbH.                                                                                                 |
|   |   |                                                                                                                                                                                                                                 |
| (104)  |   | 99.998% owned by Hilton International Co., and  0.002% by 4 individuals (0.0005% each).                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                 |
| (105)  |   | 99.992% owned by Hilton International Co., and  0.008% owned by 4 individuals (0.002% each).                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                 |
| (106)  |   | 75.88% owned by World Hotels, B.V., and 24.12% owned  by HIC Holdings BV.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                 |
| (107)  |   | 88% owned by Hilton International Co., and 12% owned  by Geoff Chester (former Hilton International officer.)                                                                                                                        |
|   |   |                                                                                                                                                                                                                                 |
| (108)  |   | 99.98% owned by Hilton International Co., and 0.02%  owned by 4 individuals (0.005% each).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                 |
| (109)  |   | 99.996% owned by Scandic Hotels Europe AB, and  0.004% owned by Scandic Hotels AB.                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                 |
| (110)  |   | 92.412% by HIC Roissy SA, and 7.588% by Hilton  International (France) SASU.                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                 |
| (111)  |   | 92.5% owned by Hilton International Co., and 7.5%  owned by Hilton International Holdings LLC.                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                 |
| (112)  |   | Wholly-owned by Doubletree DTWC Corporation, which  is wholly-owned by Doubletree Corporation, which is wholly-owned by Promus  Hotel Corporation, which is wholly-owned by HHC.                                                     |
|   |   |                                                                                                                                                                                                                                 |
| (113)  |   | 99.3% owned by Conrad International Corporation,  0.04% owned by four Hilton employees (0.01% each) and 0.03% owned by three  attorneys at Hilton’s Bangkok law firm (0.01% each.)                                              |

 

14

----

**B.  Partially-owned Subsidiaries**
| ** **                                   | ** ** | **%**          | ** ** | **State or Country** |
|----------------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                     | ** ** | **Ownership**  | ** ** | **of Incorporation** |
|                                         |       |           |       |                 |
| 264766 Ontario Limited (45)                  |       | 38             |       | Canada               |
|                                         |       |           |       |                 |
| 42 Hotel Member, LLC (65)                    |       | 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             |
|                                         |       |           |       |                 |
| Andbook Online Limited (46)                  |       | 33.145         |       | United Kingdom       |
|                                         |       |           |       |                 |
| Andbook Systems Limited (46)                 |       | 33.022         |       | United Kingdom       |
|                                         |       |           |       |                 |
| Arlington Hotel Co.(1)                       |       | See Note (38). |       | Arizona              |
|                                         |       |           |       |                 |
| AS Finest Palace                             |       | See Note (63). |       | Estonia              |
|                                         |       |           |       |                 |
| Belfast Hilton Limited (48)                  |       | 75             |       | United Kingdom       |
|                                         |       |           |       |                 |
| BPC Hotel, LLC                               |       | See Note (13). |       | New York             |
|                                         |       |           |       |                 |
| BPC Hotel Member, LLC (64)                   |       | 28             |       | New York             |
|                                         |       |           |       |                 |
| Brasilton Contagem Hoteis e Turismo SA (49)  |       | 99.811         |       | Brazil               |
|                                         |       |           |       |                 |
| Brighton at Kingston Plantation, L.L.C. (14) |       | 50             |       | Delaware             |
|                                         |       |           |       |                 |
| Candlewood Hotel Company, Inc. (22)          |       | 28.7           |       | 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 Capital Hotel GP, LLC                    |       | See Note (61). |       | Delaware             |
|                                         |       |           |       |                 |
| CHH Capital Tenant Corp.                     |       | See Note (57). |       | 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             |

 

15

----

 
| ** **                                     | ** ** | **%**          | ** ** | **State or Country** |
|------------------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                       | ** ** | **Ownership**  | ** ** | **of Incorporation** |
|                                           |       |           |       |                 |
| CHH III Tenant Parent Corp.                    |       | See Note (56). |       | 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 Torrey Pines Hotel GP, LLC                 |       | See Note (56). |       | Delaware             |
|                                           |       |           |       |                 |
| CHH Torrey Pines Tenant Corp.                  |       | See Note (57). |       | Delaware             |
|                                           |       |           |       |                 |
| CHH Tucson Parent, LLC                         |       | See Note (30). |       | Delaware             |
|                                           |       |           |       |                 |
| Club Mack OPCO, LLC (55)                       |       | 50             |       | Delaware             |
|                                           |       |           |       |                 |
| CM Hotel GP, LLC                               |       | See Note (27). |       | Delaware             |
|                                           |       |           |       |                 |
| CM Hotel, LLC                                  |       | See Note (27). |       | Delaware             |
|                                           |       |           |       |                 |
| CM Tenant Corporation                          |       | See Note (27). |       | Delaware             |
|                                           |       |           |       |                 |
| Crystal City Tenant Corp.                      |       | See Note (34). |       | Delaware             |
|                                           |       |           |       |                 |
| DLC 2 Tree Tenant Corp.                        |       | See Note (32). |       | Delaware             |
|                                           |       |           |       |                 |
| Domhotel GmbH                                  |       | See Note (50). |       | Germany              |
|                                           |       |           |       |                 |
| Doubletree de Mexico, S.A. de C.V. (1) (7)     |       | 50             |       | Mexico               |
|                                           |       |           |       |                 |
| Doubletree Spokane City Center LLC (21)        |       | 10             |       | Delaware             |
|                                           |       |           |       |                 |
| DR Spokane City Center LLC                     |       | See Note (6).  |       | Delaware             |
|                                           |       |           |       |                 |
| DTR Boston Heights, Inc. (47)                  |       | 80             |       | Arizona              |
|                                           |       |           |       |                 |
| DTR Houston, Inc. (47)                         |       | 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             |

 

16

----

 
| ** **                                                   | ** ** | **%**          | ** ** | **State or Country** |
|--------------------------------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                                     | ** ** | **Ownership**  | ** ** | **of Incorporation** |
|                                                         |       |           |       |                 |
| 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. (65)                               |       | 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                |
|                                                         |       |           |       |                 |
| HIEF Germany BV                                              |       | See Note (53). |       | Germany              |
|                                                         |       |           |       |                 |
| HIEF Holding GmbH                                            |       | See Note (54). |       | Germany              |
|                                                         |       |           |       |                 |
| Hillview Holding GmbH (51)                                   |       | 40             |       | Germany              |
|                                                         |       |           |       |                 |
| Hilton Hotel Service Co Limited                              |       | See Note (52). |       | Japan                |
|                                                         |       |           |       |                 |
| Hilton International European Fund BV (51)                   |       | 40             |       | Netherlands          |
|                                                         |       |           |       |                 |
| Hilton San Diego Convention Center, LLC (39)                 |       | 33.33          |       | Delaware             |
|                                                         |       |           |       |                 |
| HMA Hotel GP, LLC                                            |       | See Note (28). |       | Delaware             |
|                                                         |       |           |       |                 |
| HMA Hotel, LLC                                               |       | See Note (28). |       | Delaware             |
|                                                         |       |           |       |                 |
| HMA Tenant Corporation                                       |       | See Note (28). |       | Delaware             |
|                                                         |       |           |       |                 |
| Hotel Jirahara CA (5)                                        |       | 20.372         |       | Venezuela            |
|                                                         |       |           |       |                 |
| International Company for Touristic Investments,  S.A.E. (2) |       | 10             |       | Egypt                |
|                                                         |       |           |       |                 |
| International Hotels (Kenya) Limited (5)                     |       | 48.408         |       | Kenya                |

 

17

----

 
| ** **                                      | ** ** | **%**          | ** ** | **State or Country** |
|-------------------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                        | ** ** | **Ownership**  | ** ** | **of Incorporation** |
|                                            |       |           |       |                 |
| 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             |
|                                            |       |           |       |                 |
| Nagoya Hilton Co Ltd (5)                        |       | 24             |       | Japan                |
|                                            |       |           |       |                 |
| Nippon Hilton Co Ltd                            |       | See Note (58). |       | Japan                |
|                                            |       |           |       |                 |
| Oakbrook Hilton Suites and Garden Inn LLC (8)   |       | 50             |       | Illinois             |
|                                            |       |           |       |                 |
| Odawara Hilton Co., Ltd (59)                    |       | 46.5           |       | Japan                |
|                                            |       |           |       |                 |
| One Park Boulevard, LLC (44)                    |       | 40             |       | Delaware             |
|                                            |       |           |       |                 |
| Osaka Hilton Co Ltd                             |       | See Note (60). |       | Japan                |
|                                            |       |           |       |                 |
| Pacific Market Investment Company, LLC (24)     |       | 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 (24)                       |       | 50             |       | Delaware             |
|                                            |       |           |       |                 |
| Praedium II, Largo Associates, L.L.C. (1) (4)   |       | 20             |       | Maryland             |
|                                            |       |           |       |                 |
| Promus/FCH Condominium Company, LLC (24)        |       | 50             |       | Delaware             |
|                                            |       |           |       |                 |
| Promus/FCH Development Company, LLC (1) (24)    |       | 50             |       | Delaware             |
|                                            |       |           |       |                 |
| Promus/FelCor Hotels, LLC                       |       | See Note (16). |       | Delaware             |
|                                            |       |           |       |                 |
| Promus/FelCor Manager, Inc. (17)                |       | 50             |       | Delaware             |
|                                            |       |           |       |                 |
| P.T. Jakarta International Artha (9)            |       | 10             |       | Indonesia            |

 

18

----

 
| ** **                                                                                                                                  | ** ** | **%**          | ** ** | **State or Country** |
|---------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                                                                                                                    | ** ** | **Ownership**  | ** ** | **of Incorporation** |
|                                                                                                                                        |       |           |       |                 |
| PT Kelola Santana Graha (5)                                                                                                                 |       | 50             |       | Indonesia            |
|                                                                                                                                        |       |           |       |                 |
| Rye Town Tenant Corp.                                                                                                                       |       | See Note (37). |       | Delaware             |
|                                                                                                                                        |       |           |       |                 |
| Sacramento Hotel Partners, LLC (24)                                                                                                         |       | 25             |       | California           |
|                                                                                                                                        |       |           |       |                 |
| Santa Clara Tenant Corp.                                                                                                                    |       | See Note (36). |       | Delaware             |
|                                                                                                                                        |       |           |       |                 |
| Scandic Hotels Eesti AS (62)                                                                                                                |       | 85.667         |       | Estonia              |
|                                                                                                                                        |       |           |       |                 |
| SES/D.C. Venture, LLC (24)                                                                                                                  |       | 50             |       | District of Columbia |
|                                                                                                                                        |       |           |       |                 |
| Societe de Developpement Hotel Pointe des Blagueurs  B.V. (5)                                                                               |       | 25             |       | Netherlands          |
|                                                                                                                                        |       |           |       |                 |
| 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             |
|                                                                                                                                        |       |           |       |                 |
| Tokyo Bay Hilton Co. Ltd (5)                                                                                                                |       | 24             |       | Japan                |
|                                                                                                                                        |       |           |       |                 |
| TravelWeb, LLC (66)                                                                                                                         |       | 14.14286       |       | Delaware             |
|                                                                                                                                        |       |           |       |                 |
| Vanguard Hotel Limited (5)                                                                                                                  |       | 24.798         |       | Trinidad and Tobago  |
|                                                                                                                                        |       |           |       |                 |
| Vista Real Estate Management Company (5)                                                                                                    |       | 55             |       | Egypt                |
|                                                                                                                                        |       |           |       |                 |
| Windsor Casino Limited (2)                                                                                                                  |       | 50             |       | Ontario, Canada      |
|                                                                                                                                        |       |           |       |                 |
| Windsor Casino Supplies Limited (2)                                                                                                         |       | 50             |       | Ontario, Canada      |
|                                                                                                                                        |       |           |       |                 |
| Yeditepe Beynelmilel Otelcilik  Turizm Ve Ticaret, A.S.  (“Seven Hills International Hotels,  Tourism and Trade, A.S.”)  (2) |       | 25             |       | Turkey               |

 

----

**NOTES**

(1)          Inactive.

(2)          Hilton’s ownershipinterest is held by Conrad International Corporation, which is wholly-owned byConrad Hotels USA, Inc., which is wholly-owned by HHC.

19

----

 
| (3)    |   | DT Management, Inc. owns 20% of 42 Hotel Member LLC,  which owns 99.9% of the subject entity.                                                                                                                                                                                                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (4)    |   | Hilton’s ownership interest is held by DTM Maryland,  Inc.                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (5)    |   | Hilton’s ownership interest is held by Hilton  International Co.                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (6)    |   | Wholly-owned by Doubletree Spokane City Center LLC,  which is 10% owned by Doubletree DTWC Corporation.                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (7)    |   | 50% owned by DTR San Antonio, Inc., which is wholly  owned by DT Real Estate, Inc., which is wholly-owned by Doubletree Hotels  Corporation, which is wholly-owned by Doubletree Corporation, which is  wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (8)    |   | 50% owned by Hilton Suites, Inc., which is  wholly-owned by Hilton Holdings, Inc., which is wholly-owned by HHC.                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (9)    |   | 10% owned by Conrad International Investment  (Jakarta) Corporation, which is wholly-owned by Conrad International  Corporation, which is wholly-owned by Conrad Hotels USA, Inc., which is  wholly-owned by HHC.                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (10)   |   | 50% owned by Conrad International Corporation, which  is wholly-owned by Conrad Hotels USA, Inc., which is wholly-owned by HHC.                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (11)   |   | 49% owned by Hampton Inns, Inc., which is  wholly-owned by Promus Hotels, Inc., which is wholly-owned by Promus  Operating Company, Inc., which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC.                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (12)   |   | 50% owned by HHI Worldwide Holdings, Inc., which is  wholly-owned by Hilton Hospitality, Inc.                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (13)   |   | HHC has partial indirect ownership, through Promus  BPC Corporation’s 28% interest in BPC Hotel Member, LLC. (the 99.9% owner of  this LLC.)                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (14)   |   | 50% owned by Promus/Kingston Development  Corporation.                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (15)   |   | 36.4% owned by DTM Atlanta/Legacy, Inc.                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (16)   |   | Promus/FelCor Manager, Inc. owns 1% and serves as  managing member. Hilton indirectly owns additional interest in this LLC thru  its holdings in: EPT Atlanta-Perimeter Center LP, EPT Austin LP, EPT Covina  LP, EPT Kansas City LP, EPT Overland Park LP, EPT Raleigh LP, EPT San Antonio  LP, MHV Joint Venture, Promus/FelCor Lombard LP and Promus/FelCor Parsippany  LP. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (17)   |   | 49.4% owned by Promus Hotels, Inc., and 0.6% owned  by Suite Life, Inc.                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (18)   |   | 98.9901% owned by Thayer Hotel Investors II L.P.,  which is 4.35% owned by Doubletree Hotels Corporation.                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| (19)   |   | 100% owned by THIM L.L.C, which is 98.9901% owned by  Thayer Hotel Investors II L.P., which is 4.35% owned by Doubletree Hotels  Corporation.                                                                                                                                                                                                                                  |

** **

20

----

 
| (20)   |   | 74.84% owned by Hilton New Orleans, LLC                                                                                                                                                                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                         |
| (21)   |   | 10% owned by Doubletree DTWC Corporation, which is  wholly-owned by Doubletree Corporation, which is wholly-owned by Promus Hotel  Corporation, which is wholly-owned by HHC.                                |
|   |   |                                                                                                                                                                                                         |
| (22)   |   | Hilton’s shares in this publicly traded company are  owned by Doubletree Corporation, which is wholly-owned by Promus Hotel  Corporation, which is wholly-owned by HHC.                                 |
|   |   |                                                                                                                                                                                                         |
| (23)   |   | Wholly-owned by Conrad Hotels Worldwide, LLC, which  is 50% owned by HHI Worldwide Holdings, Inc. and 50% owned by HCWW, Inc.                                                                                |
|   |   |                                                                                                                                                                                                         |
| (24)   |   | Hilton’s ownership interest is held by Promus  Hotels, Inc., which is wholly-owned by Promus Operating Company, Inc., which  is wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC. |
|   |   |                                                                                                                                                                                                         |
| (25)   |   | Wholly-owned by CHH Auburn Partnership, LP, which is  wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.                                                                          |
|   |   |                                                                                                                                                                                                         |
| (26)   |   | Wholly-owned by CNL HHC Partners, LP, which is 30% owned  by Hilton MAPC, Inc.                                                                                                                               |
|   |   |                                                                                                                                                                                                         |
| (27)   |   | Wholly-owned by CHH Costa Partnership, LP, which is  wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.                                                                           |
|   |   |                                                                                                                                                                                                         |
| (28)   |   | Wholly-owned by CHH Miami Partnership, LP, which is  wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.                                                                           |
|   |   |                                                                                                                                                                                                         |
| (29)   |   | Wholly-owned by CHH Portland Partnership, LP, which  is wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC,  Inc.                                                                       |
|   |   |                                                                                                                                                                                                         |
| (30)   |   | Wholly-owned by CNL HHC Partners II, LP, which is  25% owned by Hilton Orlando Partners II, LLC.                                                                                                             |
|   |   |                                                                                                                                                                                                         |
| (31)   |   | Wholly-owned by 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-owned by 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-owned by 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-owned by 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-owned by 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-owned by 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                                                         |

** **

21

----

 
| (37)   |   | Wholly-owned by 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)   |   | 1% directly owned by DT Real Estate, Inc. Additional  indirect interest is held through Hilton’s minority interest in Hotel  Properties – Boise, which owns 99% of the subject entity.                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (39)   |   | 33.33% owned by HHC.                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (40)   |   | Hilton’s ownership interest is held by DTR FCH  Holdings, Inc., which is wholly-owned by DT Real Estate, Inc., which is  wholly-owned by Doubletree Hotels Corporation, which is wholly-owned by  Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC. |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (41)   |   | Sole member is FCH/DT BWI Holdings, L.P.                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (42)   |   | Sole member is FCH/DT BWI Hotel, L.L.C.                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (43)   |   | Sole member is FCH/DT Holdings, L.P.                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (44)   |   | 40% owned by HHC One Park Boulevard, LLC, which is  wholly-owned by Hilton OPB, LLC, which is wholly-owned by HHC.                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (45)   |   | 38% owned by Hilton Canada Co., which is  wholly-owned by Hilton International Co.                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (46)   |   | Hilton’s ownership interest is held by Hilton  International Hotels (U.K.) Limited, which is wholly-owned by Hilton  International Co.                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (47)   |   | 80% owned by DT Real Estate, Inc., which is  wholly-owned by Doubletree Hotels Corporation, which is wholly-owned by  Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation,  which is wholly-owned by HHC.                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (48)   |   | 75% owned by Hilton UK Hotels Limited, which is  wholly-owned by Hilton International Hotels (U.K.) Limited, which is  wholly-owned by Hilton International Co.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (49)   |   | 99.881% owned by Hilton do Brasil Ltda, which is  99.99% owned by Hilton of Singapore LLC and 0.01% owned by Hilton  International Co.                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (50)   |   | 97.168% owned by HIEF Holding GmbH, and 2.832% owned  by Hillview Holding GmbH.                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (51)   |   | 40% owned by Comfort Inns BV, which is wholly-owned  by Hilton International Hotels (U.K.) Limited, which is wholly-owned by  Hilton International Co.                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (52)   |   | 20% owned by Nagoya Hilton Co Ltd, 20% owned by Osaka  Hilton Co Ltd, 10% owned by Nippon Hilton Co Ltd, and 10% owned by Tokyo Bay  Hilton Co Ltd.                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                             |
| (53)   |   | Wholly-owned by Hilton International European Fund  BV, which is 40% owned by Comfort Inns BV, which is wholly-owned by Hilton  International Hotels (U.K.) Limited, which is wholly-owned by Hilton  International Co.                                                                                          |

** **

22

----

 
| (54)   |   | Wholly-owned by HIEF Germany BV, which is  wholly-owned by Hilton International European Fund BV, which is 40% owned by  Comfort Inns BV, which is wholly-owned by Hilton International Hotels (U.K.)  Limited, which is wholly-owned by Hilton International Co.                                         |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                      |
| (55)   |   | 50% owned by DTR TM Holdings, Inc., which is  wholly-owned by DT Real Estate, Inc., which is wholly-owned by Doubletree  Hotels Corporation, which is wholly-owned by Doubletree Corporation, which is  wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.                           |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (56)   |   | Wholly-owned by CNL HHC Partners III, LP, which is  25% owned by Hilton Orlando Partners III, LLC, which is wholly owned by HHC.                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (57)   |   | Wholly-owned by CHH III Tenant Parent Corp., which  is wholly-owned by CNL HHC Partners III, LP, which is 25% owned by Hilton  Orlando Partners III, LLC, which is wholly owned by HHC.                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (58)   |   | 49.756% directly owned by Hilton International Co.  Additional interest is held through Hilton’s interest in Hilton Hotel Service  Co Limited, which owns 0.732% of the subject entity.                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (59)   |   | 46.5% directly owned by Hilton International Co.  Additional interest is held through Hilton’s interest in Hilton Hotel Service  Co Limited, which owns 4.5% of the subject entity.                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (60)   |   | 49% owned by Hilton International Co., and 1.5%  owned by Nagoya Hilton Co Ltd, which is 24% owned by Hilton International Co.                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (61)   |   | Wholly-owned by CNL HHC Partners III, LP, which is  25% owned by Hilton Orlando Partners III, LLC, which is wholly owned by HHC.                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (62)   |   | 85.667% owned by Scandic Hotels AB, which is  wholly-owned by Hotel Scandic Plaza AB, which is

wholly-owned by HIH Sweden AB, which is wholly-owned  by Hilton International Hotels (U.K.) Limited, which is wholly-owned by  Hilton International Co.                                                   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (63)   |   | Wholly-owned by Scandic Hotels Eesti AS, which is  85.667% owned by Scandic Hotels AB, which is wholly-owned by Hotel Scandic  Plaza AB, which is wholly-owned by HIH Sweden AB, which is wholly-owned by  Hilton International Hotels (U.K.) Limited, which is wholly-owned by Hilton  International Co. |
|   |   |                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (64)   |   | 28% owned by Promus BPC Corporation, which is  wholly-owned by Promus Hotels, Inc., which is wholly owned by Promus  Operating Company, Inc., which is wholly owned by Promus Hotel Corporation,  which is wholly owned by HHC.                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (65)   |   | Hilton’s interest is held by DT Management, Inc.                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                      |
| (66)   |   | 14.14286% owned by Hilton Electronic Distribution  Systems, LLC, which is wholly-owned by HHC.                                                                                                                                                                                                            |

 

23

----

**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              |
|                                                  |       |           |       |                 |
| CHH 2 Tree Hotel, LP                                  |       | See Note (36). |       | Delaware             |
|                                                  |       |           |       |                 |
| CHH Auburn Partnership, LP                            |       | See Note (30). |       | Delaware             |
|                                                  |       |           |       |                 |
| CHH Capital Hotel Partners, LP                        |       | See Note (20). |       | 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 Torrey Pines Hotel Partners, LP                   |       | See Note (20). |       | 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             |
|                                                  |       |           |       |                 |
| CNL HHC Partners III, LP (19)                         |       | 25             |       | Delaware             |
|                                                  |       |           |       |                 |
| Corporate Associates – Boise Limited Partnership |       | See Note (44). |       | Arizona              |
|                                                  |       |           |       |                 |
| Custom House Hotel, L.P.                              |       | See Note (41). |       | Missouri             |
|                                                  |       |           |       |                 |
| Destination Resort Affiliates (2)                     |       | 50             |       | Arizona              |
|                                                  |       |           |       |                 |
| DFW Hilton Hotel Limited Partnership (3)              |       | 100            |       | Texas                |

** **

24

----

 
| ** **                              | ** ** | **%**          | ** ** | **State or Country** |
|-----------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                | ** ** | **Ownership**  | ** ** | **of Organization**  |
|                                    |       |           |       |                 |
| Doubletree Partners (43)                |       | 100            |       | Delaware             |
|                                    |       |           |       |                 |
| DT Ontario Hotel Partners (27)          |       | 66.7           |       | California           |
|                                    |       |           |       |                 |
| Embassy Akers Venture (1) (37)          |       | 50             |       | Georgia              |
|                                    |       |           |       |                 |
| EPT Atlanta-Perimeter Center L.P.       |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT Austin L.P.                         |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT Covina L.P.                         |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT Kansas City L.P.                    |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT Meadowlands L.P.                    |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT Overland Park L.P.                  |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT Raleigh L.P.                        |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| EPT San Antonio L.P.                    |       | See Note (45). |       | Delaware             |
|                                    |       |           |       |                 |
| ES Hotel Isla Verde, S.E. (10)          |       | 28.92          |       | Puerto Rico          |
|                                    |       |           |       |                 |
| FCH/DT BWI Holdings, L.P.               |       | See Note (4).  |       | Delaware             |
|                                    |       |           |       |                 |
| FCH/DT Holdings, L.P.                   |       | See Note (11). |       | Delaware             |
|                                    |       |           |       |                 |
| FelCor/JPM Austin Holdings, L.P.        |       | See Note (15). |       | Delaware             |
|                                    |       |           |       |                 |
| FelCor Lodging Limited Partnership      |       | See Note (46). |       | 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. (27)              |       | 75             |       | California           |
|                                    |       |           |       |                 |
| HMA Hotel Partners, LP                  |       | See Note (33). |       | Delaware             |
|                                    |       |           |       |                 |
| Hotel Equities Co.                      |       | See Note (47). |       | Arizona              |
|                                    |       |           |       |                 |
| Hotel Properties- Boise                 |       | See Note (28). |       | Arizona              |
|                                    |       |           |       |                 |
| Hotel Properties- Newport (1)           |       | See Note (13). |       | Arizona              |

 

25

----

 
| ** **                                     | ** ** | **%**          | ** ** | **State or Country** |
|------------------------------------------------|------------|----------------|------------|----------------------|
| **Name**                                       | ** ** | **Ownership**  | ** ** | **of Organization**  |
|                                           |       |           |       |                 |
| Hutton Centre Hotel Associates (1)             |       | See Note (14). |       | California           |
|                                           |       |           |       |                 |
| Kenner Hotel Limited Partnership (8)           |       | 100            |       | Delaware             |
|                                           |       |           |       |                 |
| King Street Station Hotel Associates L.P. (23) |       | 50             |       | Delaware             |
|                                           |       |           |       |                 |
| MHV Joint Venture                              |       | See Note (22). |       | Delaware             |
|                                           |       |           |       |                 |
| New Orleans International Hotel (38)           |       | 84.13          |       | Louisiana            |
|                                           |       |           |       |                 |
| New Orleans Rivercenter                        |       | See Note (24). |       | Louisiana            |
|                                           |       |           |       |                 |
| PAH-DT Allen Partners, LP (21)                 |       | 15             |       | Delaware             |
|                                           |       |           |       |                 |
| PAH-DT Chicago-O’Hare Partners, LP (21)   |       | 10             |       | Delaware             |
|                                           |       |           |       |                 |
| PAH-DT Minneapolis Partners, L.P. (21)         |       | 10             |       | Delaware             |
|                                           |       |           |       |                 |
| PAH-DT Park Place Partners, L.P. (21)          |       | 10             |       | Delaware             |
|                                           |       |           |       |                 |
| PAH-DT Tallahassee Partners, L.P. (21)         |       | 10             |       | Delaware             |
|                                           |       |           |       |                 |
| PH Hotel Partners, LP                          |       | See Note (34). |       | Delaware             |
|                                           |       |           |       |                 |
| Praedium II San Antonio, L.P. (1) (18)         |       | 20             |       | Texas                |
|                                           |       |           |       |                 |
| Promus/Felcor Lombard LP                       |       | See Note (40). |       | Delaware             |
|                                           |       |           |       |                 |
| Promus/Felcor Parsippany LP                    |       | See Note (39). |       | Delaware             |
|                                           |       |           |       |                 |
| Promus/Felcor San Antonio Venture              |       | See Note (39). |       | Texas                |
|                                           |       |           |       |                 |
| Slohat Hotels, L.P.                            |       | See Note (42). |       | 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 (17). |       | Delaware             |
|                                           |       |           |       |                 |
| THI Oceanfront L.P. (1)                        |       | See Note (17). |       | Delaware             |
|                                           |       |           |       |                 |
| THI Plantation L.P.                            |       | See Note (17). |       | Delaware             |

 

26

----

 
| ** **                           | ** ** | **%**          | ** ** | **State or Country** |
|--------------------------------------|------------|----------------|------------|----------------------|
| **Name**                             | ** ** | **Ownership**  | ** ** | **of Organization**  |
|                                 |       |           |       |                 |
| THI Rockville L.P. (1)               |       | See Note (17). |       | Delaware             |
|                                 |       |           |       |                 |
| THI Skokie L.P. (1)                  |       | See Note (17). |       | Delaware             |
|                                 |       |           |       |                 |
| THI Somerset L.P. (1)                |       | See Note (17). |       | Delaware             |
|                                 |       |           |       |                 |
| Tukwila Hotel Partners, L.P. (1)     |       | See Note (25). |       | Washington           |
|                                 |       |           |       |                 |
| Valencia Hotel Joint Venture (1) (5) |       | 25             |       | California           |
|                                 |       |           |       |                 |
| Village Motor Inn (12)               |       | 50             |       | Montana              |

 

----

**NOTES**
| (1)    |   | Inactive.                                                                                                                                                                                                                                                              |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                   |
| (2)    |   | 50% owned by Destination Resorts, Inc., which is  wholly-owned by Hilton Holdings, Inc., which is wholly-owned by HHC.                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                   |
| (3)    |   | 99% LP interest by DFW Hilton Inc., which is wholly-owned  by Hilton Holdings, Inc., which is wholly-owned by HHC; and 1% GP interest by  Hilton Texas, Inc., which is wholly-owned by Hilton Holdings, Inc.                                                           |
|   |   |                                                                                                                                                                                                                                                                   |
| (4)    |   | FCH/DT Hotels, L.L.C. is sole general partner and 1%  equity holder; FCH/DT Holdings, L.P. is sole limited partner and 99% equity  holder.                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                   |
| (5)    |   | 25% owned by Hilton Inns, Inc., which is  wholly-owned by 90210 Corporation, which is wholly- owned by HHC.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                   |
| (6)    |   | 13.34% owned by Hilton Recreation, Inc., and 86.66%  owned by Hilton Waikoloa, LLC.                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                   |
| (7)    |   | 1% owned by Hilton Hotels Partners II, LLC (the  general partner), and 99% owned by Hapeville Investors, LLC (the limited  partner.) Both the general and limited partners are wholly-owned by HHC.                                                                    |
|   |   |                                                                                                                                                                                                                                                                   |
| (8)    |   | 1% GP interest by Hilton Hotels Partners I, LLC, and  99% LP interest by Kenner Investors, LLC. Both partners are wholly-owned by  HHC.                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                   |
| (9)    |   | 50% owned by Conrad International Corporation, which  is wholly-owned by Conrad Hotels USA, Inc., which is wholly-owned by HHC. The  remaining 50% is owned by Conrad International (Belgium) Corporation, which  is wholly-owned by Conrad International Corporation. |
|   |   |                                                                                                                                                                                                                                                                   |
| (10)   |   | 28.92% Class A interest owned by Embassy Suites  (Isla Verde), Inc.                                                                                                                                                                                                    |

** **

27

----

 
| (11)   |   | 9.9% direct LP interest by DTR FCH Holdings, Inc.;  1% indirect GP interest through Hilton’s holdings in FCH/DT Hotels, L.L.C.                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (12)   |   | 50% owned by Doubletree DTWC Corporation, which is  wholly-owned by Doubletree Corporation, which is wholly-owned by Promus Hotel  Corporation, which is wholly-owned by HHC.                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (13)   |   | 45% owned by DT Management, Inc., and 16% owned by  DT Real Estate, Inc.                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (14)   |   | 50% owned by Hotel Properties-Newport.                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (15)   |   | Sole general partner and 1% equity holder is  FelCor/JPM Austin Hotel, L.L.C.; sole limited partner and 99% equity holder  is FCH/DT Holdings, L.P.                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (16)   |   | Doubletree Hotels Corporation holds a 4.35% LP  interest.                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (17)   |   | Doubletree Hotels 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. THIM L.L.C. holds: a) a 99% LP  interest in the subject entity; and b) a 100% membership interest in THIG III  L.L.C., which holds a 1% GP interest in the subject entity. |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (18)   |   | Hilton’s ownership interest is held by DTM Maryland,  Inc.                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (19)   |   | Hilton’s ownership interest is held by Hilton  Orlando Partners III, LLC, which is wholly-owned by HHC.                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (20)   |   | Wholly-owned by CNL HHC Partners III, LP, which is  25% owned by Hilton Orlando Partners III, LLC.                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (21)   |   | Hilton’s ownership interest is held by DTR PAH  Holding, Inc.                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (22)   |   | Promus Hotels, Inc. holds a direct 50% interest.  Additional indirect interest is held through Hilton’s minority interest in  FelCor Lodging Limited Partnership.                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (23)   |   | Promus Hotels, Inc. owns a 49% GP interest and a 1%  LP interest.                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (24)   |   | Hilton Riverside, LLC holds a direct 38.75%  interest. Such LLC holds additional indirect interest

through its 84.13% partnership interest in New  Orleans International Hotel, which owns 22.5% of the subject partnership.                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (25)   |   | DT Real Estate, Inc. holds a 50% GP interest                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| (26)   |   | Doubletree Hotels 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. THIM L.L.C. holds: a) a 99% LP  interest in the subject LP; and b) a 100% membership interest in THIG III  L.L.C., which holds a 1% GP interest in the subject LP.         |

 

28

----

 
| (27)   |   | Hilton’s interest is held by Doubletree DTWC  Corporation, which is wholly-owned by Doubletree Corporation, which is  wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.                                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                     |
| (28)   |   | 27.5% owned directly by DT Management, Inc.  Additional indirect interest is held through Hilton’s interest in Corporate  Associates-Boise Limited Partnership, which owns a 22.5% interest in the  subject partnership.                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (29)   |   | 30% owned by Hilton MAPC, Inc., which is 59.2% owned  by Promus Hotels, Inc. and 40.8% owned by Hilton Suites, Inc.                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (30)   |   | Wholly-owned by CNL HHC Partners, LP, which is 30%  owned by Hilton MAPC, Inc., which is 59.2% owned by Promus Hotels, Inc. and  40.8% owned by Hilton Suites, Inc.                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (31)   |   | Wholly-owned by CHH Auburn Partnership, LP, which is  wholly-owned by CNL HHC Partners, which is 30% owned by Hilton MAPC, Inc.                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (32)   |   | Wholly-owned by CHH Costa Partnership, LP, which is  wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (33)   |   | Wholly-owned by CHH Miami Partnership, LP, which is  wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC, Inc.                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (34)   |   | Wholly-owned by CHH Portland Partnership, LP, which  is wholly-owned by CNL HHC Partners, LP, which is 30% owned by Hilton MAPC,  Inc.                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (35)   |   | 25% owned by Hilton Orlando Partners II, LLC, which  is wholly-owned by HHC.                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (36)   |   | Wholly-owned by CNL HHC Partners II, LP, which is  25% owned by Hilton Orlando Partners II, LLC, which is wholly-owned by HHC.                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (37)   |   | Hilton’s interest is held by Promus Hotels, Inc.,  which is wholly-owned by Promus Operating Company, Inc., which is  wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (38)   |   | Hilton’s interest is held by Hilton Riverside, LLC,  which is wholly-owned by HHC.                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (39)   |   | Promus Hotels, Inc. directly owns 50% of this joint  venture. Additional indirect interest is held thru Promus Hotels, Inc.’s  2.53% interest in FelCor Suites, LP, which in turn owns a 50% LP interest in  the subject partnership.                                                               |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (40)   |   | Embassy Development Corporation directly owns a 49%  interest in this LP. Promus Hotels, Inc. directly owns a 1% interest.  Additional indirect interest is held thru Promus Hotels, Inc.’s 2.53%  interest in FelCor Suites, LP, which in turn owns a 50% LP interest in the  subject partnership. |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (41)   |   | A direct 2.11% LP interest is held by DT Real  Estate, Inc. An indirect minority interest is held by DT Management, Inc.,  through its 2.1% interest in Hotel Equities Co., which in turn holds a 10.75%  LP interest in the subject partnership.                                                        |
|   |   |                                                                                                                                                                                                                                                                                                     |
| (42)   |   | An indirect minority interest is held by DTR PAH  Holding, Inc., through its 15% LP interest in PAH-DT Allen Partners, L.P.,  which holds a 99.8% LP interest in the subject partnership.                                                                                                                |

** **

29

----

 
| (43)   |   | Samantha Hotel Corporation owns 60%; Doubletree  Corporation owns 40%.                                                                                                                                                                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                    |
| (44)   |   | DT Management, Inc. holds an 11.11% GP interest and  a 2.22% LP interest.                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (45)   |   | A direct 1% GP interest is held by Suite Life, Inc.,  and a direct 49% LP interest is held by Promus Hotels, Inc. An additional  indirect LP interest is held through Hilton’s minority interest in FelCor  Lodging Limited Partnership, which owns a 49% LP interest in the subject  partnership. |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (46)   |   | 1.6031% Common (Class A) LP interest held by Promus  Hotels, Inc., which is wholly-owned by Promus Operating Company, Inc., which  is wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (47)   |   | 2.1% owned by DT Management, Inc., which is  wholly-owned by Doubletree Hotels Corporation,                                                                                                                                                                                                             |
|   |   | which is wholly-owned by Doubletree Corporation,  which is wholly-owned by Promus Hotel                                                                                                                                                                                                                 |
|   |   | Corporation, which is wholly-owned by HHC.                                                                                                                                                                                                                                                              |

 

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**D. Affiliates**

HHCdoes not directly or indirectly own any of the shares of these special purposecorporations:
| ** **                                 | ** ** | **Place of**      | ** ** | ** **                     |
|--------------------------------------------|------------|-------------------|------------|--------------------------------|
| **Name**                                   | ** ** | **Incorporation** | ** ** | **Purpose**                    |
|                                       |       |              |       |                           |
| Dallas DBLT Club                           |       | Texas             |       | Beverage service               |
|                                       |       |              |       |                           |
| Hilton Beverage Corporation                |       | Louisiana         |       | Beverage service               |
|                                       |       |              |       |                           |
| New Orleans Hilton Beverage Corporation    |       | Louisiana         |       | Beverage service               |
|                                       |       |              |       |                           |
| Stakis Central Services (Overseas) Limited |       | Isle of Man       |       | Executive stock option trustee |
|                                       |       |              |       |                           |
| Tapas Corporation                          |       | Utah              |       | Beverage service               |

 

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