# **EXHIBIT 21**

# ** **

**HILTONHOTELS CORPORATION (“HHC”)**

 

**SUBSIDIARIES,JOINT VENTURES AND AFFILIATES**

 

 

**A.  Wholly Owned Subsidiaries**

 
| **Name**                                                          | ** ** | **State or  Country  of Incorporation** |   |
|-------------------------------------------------------------------|------------|-----------------------------------------|--------|
| ** **                                                        | ** ** | ** **                              |   |
| 90210 Corporation                                                 |       | Delaware                                |   |
| Andiamo’s O’Hare, LLC  (40)                             |       | Delaware                                |   |
| ATM Hotels Pty. Limited  (23)                                     |       | Australia                               |   |
| Bally’s Grand Property  Sub I, Inc. (7)                      |       | Nevada                                  |   |
| Big Downtown Palmer  House, LLC (40)                              |       | Delaware                                |   |
| Buckingham’s Chicago,  LLC (41)                              |       | Delaware                                |   |
| Capital Hilton, L.L.C.                                            |       | New York                                |   |
| Chesterfield Village  Hotel, L.L.C. (23)                          |       | Missouri                                |   |
| Chicago Hilton LLC (39)                                           |       | Delaware                                |   |
| CHW Holdings, LLC (21)                                            |       | Delaware                                |   |
| Compris Hotel  Corporation (33)                                   |       | Delaware                                |   |
| Conrad International  (Belgium) Corporation (4)                   |       | Nevada                                  |   |
| Conrad International  Corporation (3)                             |       | Nevada                                  |   |
| Conrad International  (Egypt) Corporation (2) (4)                 |       | Nevada                                  |   |
| Conrad International  (Egypt) Resorts Corporation (4)             |       | Nevada                                  |   |
| Conrad International  (Indonesia) Corporation (2) (4)             |       | Nevada                                  |   |
| Conrad International  (Thailand) Limited (4)                      |       | Thailand                                |   |
| Conrad International  Hotels (HK) Ltd. (4)                        |       | Hong Kong                               |   |
| Conrad International  Investment (Jakarta) Corporation (4)        |       | Nevada                                  |   |
| Conrad International  Management Services (Singapore) Pte Ltd (4) |       | Singapore                               |   |
| Conrad International  Services (11)                               |       | Belgium                                 |   |
| Destination Resorts,  Inc. (13)                                   |       | Arizona                                 |   |
| DFW Bevco, Inc. (10)                                              |       | Texas                                   |   |
| DFW Hilton, Inc. (13)                                             |       | Nevada                                  |   |
| Doubletree Corporation  (18)                                      |       | Delaware                                |   |
| Doubletree DTWC  Corporation (19)                                 |       | Delaware                                |   |
| Doubletree Hotel  Systems, Inc. (21)                              |       | Arizona                                 |   |
| Doubletree Hotels  Corporation (19)                               |       | Arizona                                 |   |
| DT Investments, Inc.  (1) (35)                                    |       | Arizona                                 |   |
| DT Management, Inc.  (20)                                         |       | Arizona                                 |   |
| DT Real Estate, Inc.  (20)                                        |       | Arizona                                 |   |
| DTM Atlanta/Legacy,  Inc. (35)                                    |       | Arizona                                 |   |
| DTM Coconut Grove, Inc.  (32)                                     |       | Arizona                                 |   |
| DTM Largo, Inc. (32)                                              |       | Arizona                                 |   |
| DTM Maryland, Inc. (32)                                           |       | Arizona                                 |   |
| DTM Santa Clara, Inc.  (32)                                       |       | Arizona                                 |   |
| DTM Walnut Creek, Inc.  (32)                                      |       | Arizona                                 |   |
| DTR FCH Holdings, Inc.  (35)                                      |       | Arizona                                 |   |
| DTR PAH Holding, Inc.  (35)                                       |       | Arizona                                 |   |

 

1

----

 
| **Name**                                                         | ** ** | **State or  Country  of Incorporation** |   |
|------------------------------------------------------------------|------------|-----------------------------------------|--------|
| ** **                                                       | ** ** | ** **                              |   |
| DTR San Antonio, Inc.  (35)                                      |       | Arizona                                 |   |
| DTR TM Holdings, Inc.  (35)                                      |       | Arizona                                 |   |
| EJP Corporation (23)                                             |       | Delaware                                |   |
| Embassy Development  Corporation (23)                            |       | Delaware                                |   |
| Embassy Equity  Development Corporation (23)                     |       | Delaware                                |   |
| Embassy Memphis  Corporation (23)                                |       | Tennessee                               |   |
| Embassy Suites Club No.  1, Inc. (23)                            |       | Kansas                                  |   |
| Embassy Suites Club No.  Two, Inc. (23)                          |       | Texas                                   |   |
| Embassy Suites Club No.  Three, Inc. (23)                        |       | Louisiana                               |   |
| Embassy Suites (Isla  Verde), Inc. (23)                          |       | Delaware                                |   |
| Embassy Suites (Puerto  Rico), Inc. (23)                         |       | Delaware                                |   |
| Embassy Syracuse  Development Corporation (26)                   |       | Delaware                                |   |
| EPAM Corporation (23)                                            |       | Delaware                                |   |
| Florida Conrad  International Corp. (4)                          |       | Florida                                 |   |
| Grand Vacations Realty,  LLC (16)                                |       | Delaware                                |   |
| Grand Vacations Title,  LLC (17)                                 |       | Delaware                                |   |
| Guest Quarters Services  Corporation (38)                        |       | Illinois                                |   |
| Hampton Inns, Inc. (23)                                          |       | Delaware                                |   |
| Hapeville Investors,  LLC                                        |       | Delaware                                |   |
| Harbor Hotel  Corporation (37)                                   |       | Delaware                                |   |
| HHC/PTC, LLC (29)                                                |       | Delaware                                |   |
| HHI Worldwide Holdings,  Inc. (25)                               |       | Delaware                                |   |
| Hilton Chicago  Corporation (40)                                 |       | Nevada                                  |   |
| Hilton Dallas, Inc.  (13)                                        |       | Nevada                                  |   |
| Hilton Electronic  Distribution Systems, LLC                     |       | Delaware                                |   |
| Hilton Employee Relief  Fund                                     |       | California                              |   |
| Hilton Energy  Investments, LLC                                  |       | Delaware                                |   |
| Hilton Grand Vacations  Club, LLC (16)                           |       | Delaware                                |   |
| Hilton Grand Vacations  Company, LLC (16)                        |       | Delaware                                |   |
| Hilton Grand Vacations  Development Company- Las Vegas, LLC (16) |       | Nevada                                  |   |
| Hilton Grand Vacations  Financing, LLC (28)                      |       | Delaware                                |   |
| Hilton Hawaii  Corporation (13)                                  |       | Delaware                                |   |
| Hilton Hawaiian Village  LLC (15)                                |       | Hawaii                                  |   |
| Hilton Holdings, Inc.                                            |       | Nevada                                  |   |
| Hilton Hospitality,  Inc. (12)                                   |       | Nevada                                  |   |
| Hilton Hotels Partners  I, LLC                                   |       | Delaware                                |   |
| Hilton Hotels Partners  II, LLC                                  |       | Delaware                                |   |
| Hilton Hotels Partners  III, LLC                                 |       | Delaware                                |   |
| Hilton Hotels U.S.A.,  Inc.                                      |       | Delaware                                |   |
| Hilton Illinois Corp.  (7)                                       |       | Nevada                                  |   |
| Hilton Illinois  Holdings, Inc. (13)                             |       | Delaware                                |   |
| Hilton Inns, Inc. (42)                                           |       | Delaware                                |   |
| Hilton Insurance  Corporation (36)                               |       | Vermont                                 |   |
| Hilton Kansas City  Corporation (1)                              |       | Missouri                                |   |
| DTM Santa Clara, Inc.  (32)                                      |       | Arizona                                 |   |
| DTM Walnut Creek, Inc.  (32)                                     |       | Arizona                                 |   |
| DTR FCH Holdings, Inc.  (35)                                     |       | Arizona                                 |   |
| DTR PAH Holding, Inc.  (35)                                      |       | Arizona                                 |   |
| Hilton MAPC, Inc. (6)                                            |       | Delaware                                |   |
| Hilton Michigan Avenue  Corporation (14)                         |       | Delaware                                |   |

 

2

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| **Name**                                                                | ** ** | **State or  Country  of Incorporation** |   |
|-------------------------------------------------------------------------|------------|-----------------------------------------|--------|
| ** **                                                              | ** ** | ** **                              |   |
| Hilton New Jersey  Service Corp.                                        |       | Delaware                                |   |
| Hilton New Orleans, LLC                                                 |       | Delaware                                |   |
| Hilton-OCCC Hotel, LLC                                                  |       | Florida                                 |   |
| Hilton Orlando Partners  II, LLC                                        |       | Delaware                                |   |
| Hilton Real Estate  Holdings, Inc.                                      |       | Delaware                                |   |
| Hilton Recreation, Inc.  (13)                                           |       | Delaware                                |   |
| Hilton Resorts  Corporation                                             |       | Delaware                                |   |
| Hilton Resorts  Marketing (Japan) Corp. (16)                            |       | Delaware                                |   |
| Hilton Riverside, LLC                                                   |       | Delaware                                |   |
| Hilton San Diego  Corporation (13)                                      |       | California                              |   |
| Hilton SPE Holding,  Inc. (9)                                           |       | Delaware                                |   |
| Hilton Spring  Corporation (39)                                         |       | Delaware                                |   |
| Hilton Suites, Inc.  (13)                                               |       | Delaware                                |   |
| Hilton Supply  Management, Inc. (12)                                    |       | Delaware                                |   |
| Hilton Systems, LLC                                                     |       | Delaware                                |   |
| Hilton Systems  Solutions, LLC (23)                                     |       | Delaware                                |   |
| Hilton Texas, Inc. (13)                                                 |       | Nevada                                  |   |
| Hilton Waikoloa, LLC                                                    |       | Delaware                                |   |
| HTGV, LLC                                                               |       | Delaware                                |   |
| HKC Partners, Inc.                                                      |       | Missouri                                |   |
| Hotel Clubs of  Corporate Woods, Inc. (20)                              |       | Kansas                                  |   |
| Hotels Statler Company,  Inc. (13)                                      |       | Delaware                                |   |
| Houston Airport  Doubletree, Inc. (1) (35)                              |       | Texas                                   |   |
| HTGV, LLC                                                               |       | Delaware                                |   |
| InnVision, LLC                                                          |       | Delaware                                |   |
| Kenner Investors, LLC                                                   |       | Delaware                                |   |
| Kitty O’Shea’s Chicago,  LLC (41)                             |       | Delaware                                |   |
| McLean Hilton LLC (39)                                                  |       | Delaware                                |   |
| Meritex, LLC (8)                                                        |       | Delaware                                |   |
| Nashville/Lakeview  Hotel, LLC (23)                                     |       | Tennessee                               |   |
| PHI Austin, L.L.C. (23)                                                 |       | Delaware                                |   |
| PHI Dallas, L.L.C. (23)                                                 |       | Delaware                                |   |
| PHI Dulles, L.L.C. (23)                                                 |       | Delaware                                |   |
| Phoenix SP Hilton LLC  (39)                                             |       | Delaware                                |   |
| Promus BPC Corporation  (23)                                            |       | Delaware                                |   |
| Promus Hotel  Corporation                                               |       | Delaware                                |   |
| Promus Hotel Services,  Inc. (23)                                       |       | Delaware                                |   |
| Promus Hotels Florida,  Inc. (23)                                       |       | Delaware                                |   |
| Promus Hotels  Minneapolis, Inc. (23)                                   |       | Delaware                                |   |
| Promus Hotels, Inc. (22)                                                |       | Delaware                                |   |
| Promus/Kingston  Development Corporation (23)                           |       | Delaware                                |   |
| Promus Operating  Company, Inc. (18)                                    |       | Delaware                                |   |
| PT Conrad Management  Indonesia (5)                                     |       | Indonesia                               |   |
| SALC, Inc. (19)                                                         |       | Texas                                   |   |
| S.F. Hilton, Inc. (39)                                                  |       | Delaware                                |   |
| Samantha Hotel  Corporation (19)                                        |       | Delaware                                |   |
| San Francisco Hilton,  Inc. (25)                                        |       | Delaware                                |   |
| Servicios y Recursos  Administrativos Hoteleros S. de R.L. de C.V. (30) |       | Mexico                                  |   |
| Short Hills Hilton LLC  (39)                                            |       | Delaware                                |   |
| Suite Life, Inc. (27)                                                   |       | Delaware                                |   |

 

3

----

 
| **Name**                                  | ** ** | **State or  Country  of Incorporation** |   |
|-------------------------------------------|------------|-----------------------------------------|--------|
| ** **                                | ** ** | ** **                              |   |
| Tarsa, Inc. (1) (20)                      |       | New York                                |   |
| Tex Holdings, Inc.                        |       | Delaware                                |   |
| Trader Vic’s Palmer  House, LLC (40) |       | Delaware                                |   |
| TUK Inns, Inc. (1) (35)                   |       | Washington                              |   |
| Washington Hilton,  L.L.C.                |       | New York                                |   |

 

----

(1)           Inactive.

 

(2)           Nameholdingcompany.

 

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

 

(4)           Whollyowned by Conrad International Corporation, which is wholly owned by HiltonHotels U.S.A., 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)           Whollyowned by Hilton Illinois Holdings, Inc., which is wholly owned by HiltonHoldings, Inc., which is wholly-owned by HHC.

 

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

 

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

 

(10)         Whollyowned 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 InternationalCorporation, which is wholly owned by Hilton Hotels U.S.A., Inc., which iswholly owned by HHC.

 

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

 

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

 

(14)         40.24%owned by Hilton Illinois Corp., which is wholly-owned by Hilton IllinoisHoldings, Inc., which is wholly-owned by Hilton Holdings, Inc., which iswholly-owned by HHC; and 59.76% owned by Hilton Chicago Corporation, which iswholly owned by Hilton Illinois Corp., which is wholly-owned by Hilton IllinoisHoldings, Inc., which is wholly-owned by Hilton Holdings, Inc., which iswholly-owned by HHC.

 

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

 

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

 

4

----

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(25)         Wholly-ownedby Hilton Hospitality, Inc.

 

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

 

(27)         Wholly-ownedby EJP Corporation, which is wholly-owned by Promus Hotels, Inc., which is wholly-ownedby 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 DevelopmentCompany – Las Vegas, LLC.

 

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

 

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

 

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

 

5

----

 

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

 

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

 

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

 

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

 

(38)         Wholly-ownedby Doubletree Partners, which is 60%-owned by Samantha Hotel Corporation, and40%-owned by Doubletree Corporation.

 

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

 

(40)         Whollyowned by Hilton Illinois Corp., which is wholly owned by Hilton IllinoisHoldings, Inc., which is wholly owned by Hilton Holdings, Inc., which is whollyowned by HHC.

 

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

 

(42)         Whollyowned by 90210 Corporation, which is wholly owned by HHC.

 

6

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**B.  Partially Owned Subsidiaries**

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

 

7

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| **Name**                                       | ** ** | %**Ownership**  | ** ** | **State or  Country  of Incorporation** | ** ** |
|------------------------------------------------|------------|-----------------|------------|-----------------------------------------|------------|
| ** **                                     | ** ** |            | ** ** | ** **                              | ** ** |
| Conrad Hospitality, LLC                        |       | See (23) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| Conrad Hotels Worldwide, LLC (6) (12)          |       | 50              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| Crystal City Tenant Corp.                      |       | See (34) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| DLC 2 Tree Tenant Corp.                        |       | See (32) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| Doubletree de Mexico, S.A. de C.V. (1)         |       | 50              |       | Mexico                                  |       |
|                                           |       |            |       |                                    |       |
| Doubletree Spokane City Center LLC (21)        |       | 10              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| DTR Boston Heights, Inc.                       |       | 80              |       | Arizona                                 |       |
|                                           |       |            |       |                                    |       |
| DTR Houston, Inc.                              |       | 80              |       | Arizona                                 |       |
|                                           |       |            |       |                                    |       |
| Earlsfort Centre Hotel Proprietors Limited (2) |       | 25              |       | Ireland                                 |       |
|                                           |       |            |       |                                    |       |
| EC Tenant Corp.                                |       | See (31) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FC 42 Hotel LLC                                |       | See (3) below.  |       | New York                                |       |
|                                           |       |            |       |                                    |       |
| FCH/DT BWI Hotel, L.L.C.                       |       | See (41) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FCH/DT Hotels, L.L.C. (40)                     |       | 10              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FCH/DT Leasing, L.L.C. (40)                    |       | 50              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FCH/DT Leasing II, L.L.C. (38)                 |       | 50              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FelCor/JPM Austin  Hotel, L.L.C.               |       | See (43) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FelCor/JPM BWI Hotel,  L.L.C.                  |       | See (42) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FelCor/JPM Denver  Hotel, L.L.C.               |       | See (43) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FelCor/JPM Troy Hotel,  L.L.C.                 |       | See (43) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| FelCor/JPM Wilmington  Hotel, L.L.C.           |       | See (43) below. |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| GOL Texas, Inc. (11)                           |       | 49              |       | Texas                                   |       |
|                                           |       |            |       |                                    |       |
| HDL Holdings, LLC                              |       | 5               |       | California                              |       |
|                                           |       |            |       |                                    |       |
| Hilton HHonors  Worldwide, L.L.C. (6)          |       | 50              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| Hilton Marketing  Worldwide, L.L.C. (6)        |       | 50              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| Hilton Reservations  Worldwide, L.L.C. (6)     |       | 50              |       | Delaware                                |       |
|                                           |       |            |       |                                    |       |
| Hilton San Diego  Convention Center, LLC (39)  |       | 33.33           |       | Delaware                                |       |

 

8

----

 
| **Name**                                                     | ** ** | %**Ownership**  | ** ** | **State or  Country  of Incorporation** | ** ** |
|--------------------------------------------------------------|------------|-----------------|------------|-----------------------------------------|------------|
| ** **                                                   | ** ** |            | ** ** | ** **                              | ** ** |
| HMA Tenant Corporation                                       |       | See (28) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| HMA Hotel GP, LLC                                            |       | See (28) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| HMA Hotel, LLC                                               |       | See (28) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Intermediate MD  Property Company (5)                        |       | See (5) below.  |       | Maryland                                |       |
|                                                         |       |            |       |                                    |       |
| International Company  for Touristic Investments, S.A.E. (7) |       | 10              |       | Egypt                                   |       |
|                                                         |       |            |       |                                    |       |
| International  Rivercenter, L.L.C. (20)                      |       | 74.84           |       | Louisiana                               |       |
|                                                         |       |            |       |                                    |       |
| International  Rivercenter Lessee, L.L.C. (20)               |       | 74.84           |       | Louisiana                               |       |
|                                                         |       |            |       |                                    |       |
| Lee Vista Tenant Corp.                                       |       | See (35) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Margate Towers at  Kingston Plantation, LLC (14)             |       | 50              |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Oakbrook Hilton Suites  and Garden Inn LLC (8)               |       | 50              |       | Illinois                                |       |
|                                                         |       |            |       |                                    |       |
| Pacific Market  Investment Company, LLC (38)                 |       | 50              |       | California                              |       |
|                                                         |       |            |       |                                    |       |
| PH Hotel GP, LLC                                             |       | See (29) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| PH Hotel, LLC                                                |       | See (29) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| PH Tenant Corporation                                        |       | See (29) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| PMIC Operations, LLC  (38)                                   |       | 50              |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Praedium II, Largo  Associates, L.L.C. (1)                   |       | 20              |       | Maryland                                |       |
|                                                         |       |            |       |                                    |       |
| Praedium II San  Antonio, L.P.                               |       | 20              |       | Texas                                   |       |
|                                                         |       |            |       |                                    |       |
| Promus/FCH Condominium  Company, LLC                         |       | 50              |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Promus/FCH Development  Company, LLC                         |       | 50              |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Promus/FelCor Hotels,  LLC                                   |       | See (16) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Promus/FelCor Manager,  Inc. (17)                            |       | 50              |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| P.T. Jakarta  International Artha (9)                        |       | 10              |       | Indonesia                               |       |
|                                                         |       |            |       |                                    |       |
| Rye Town Tenant Corp.                                        |       | See (37) below. |       | Delaware                                |       |
|                                                         |       |            |       |                                    |       |
| Sacramento Hotel  Partners, LLC (24)                         |       | 25              |       | California                              |       |

 

9

----

 
| **Name**                                                                                                                               | ** ** | %**Ownership**  | ** ** | **State or  Country  of Incorporation** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|------------|-----------------------------------------|------------|
| ** **                                                                                                                             | ** ** |            | ** ** | ** **                              | ** ** |
| Santa Clara Tenant  Corp.                                                                                                              |       | See (36) below. |       | Delaware                                |       |
|                                                                                                                                   |       |            |       |                                    |       |
| THIG L.L.C.                                                                                                                            |       | See (19) below. |       | Delaware                                |       |
|                                                                                                                                   |       |            |       |                                    |       |
| THIG II L.L.C.                                                                                                                         |       | See (19) below. |       | Delaware                                |       |
|                                                                                                                                   |       |            |       |                                    |       |
| THIG III L.L.C.                                                                                                                        |       | See (19) below. |       | Delaware                                |       |
|                                                                                                                                   |       |            |       |                                    |       |
| THIM L.L.C.                                                                                                                            |       | See (18) below. |       | Delaware                                |       |
|                                                                                                                                   |       |            |       |                                    |       |
| Windsor Casino  Financial Limited (10)                                                                                                 |       | 50              |       | Ontario, Canada                         |       |
|                                                                                                                                   |       |            |       |                                    |       |
| Windsor Casino Limited  (10)                                                                                                           |       | 50              |       | Ontario, Canada                         |       |
|                                                                                                                                   |       |            |       |                                    |       |
| Windsor Casino Supplies  Limited (10)                                                                                                  |       | 50              |       | Ontario, Canada                         |       |
|                                                                                                                                   |       |            |       |                                    |       |
| Yeditepe Beynelmilel  Otelcilik  Turizm Ve Ticaret, A.S.  (“Seven Hills International Hotels,  Tourism and Trade, A.S.”) (4) |       | 25              |       | Turkey                                  |       |

 

----

(1)           Inactive.

 

(2)           25%owned by Conrad International Corporation, which is wholly owned by HiltonHotels U.S.A., Inc., which is wholly owned by HHC.

 

(3)           HHChas partial indirect ownership, through DT Management’s 20% interest in 42Hotel Member LLC (the 99.9% owner of this LLC.)

 

(4)           25%owned by Conrad International Corporation, which is wholly owned by HiltonHotels U.S.A., Inc., which is wholly owned by HHC.

 

(5)           HHCowns 100% of the issued and outstanding common (voting) shares.

 

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

 

(7)           10%owned by Conrad International Corporation, which is wholly owned by HiltonHotels U.S.A., Inc., 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; and 50% owned by Martinique-Drury Lane OakbrookPartnership.

 

(9)           10%owned by Conrad International Investment (Jakarta) Corporation, which is whollyowned by Conrad International Corporation, which is wholly owned by HiltonHotels U.S.A., Inc., which is wholly owned by HHC.

 

(10)         50%owned by Conrad International Corporation, which is wholly owned by HiltonHotels U.S.A., Inc., which is wholly owned by HHC.

 

10

----

 

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

 

(12)         50%owned by HHI Worldwide Holdings, Inc., which is wholly owned by HiltonHospitality, Inc.

 

(13)         HHChas partial indirect ownership, through Promus BPC Corporation’s 28% interestin 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/FelCorManager, Inc. owns 1% and serves as managing member.  Hilton indirectly owns additional interest inthis 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, EPTSan Antonio LP, MHV Joint Venture, Promus/FelCor Lombard LP and Promus/FelCorParsippany LP.

 

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

 

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

 

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

 

(20)         74.84%owned by Hilton New Orleans, LLC

 

(21)         10%owned by Doubletree DTWC Corporation.

 

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

 

(23)         Whollyowned by Conrad Hotels Worldwide, LLC, which is 50% owned by HHI WorldwideHoldings, Inc. and 50% owned by HCWW, Inc. (a subsidiary of Hilton InternationalCo.)

 

(24)         25%owned by Promus Hotels, Inc.

 

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

 

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

 

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

 

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

 

(29)         Whollyowned by CHH Portland Partnership, LP, which is wholly owned by CNL HHCPartners, LP, which is 30% owned by Hilton MAPC, Inc.

 

(30)         Whollyowned by CNL HHC Partners II, LP, which is 25% owned by Hilton Orlando PartnersII, LLC.

 

11

----

 

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

 

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

 

(33)         Whollyowned 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)         Whollyowned by CHH Crystal City Hotel, LP, which is wholly owned by CNL HHC PartnersII, LP, which is 25% owned by Hilton Orlando Partners II, LLC

 

(35)         Whollyowned 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)         Whollyowned by CHH Santa Clara Hotel, LP, which is wholly owned by CNL HHC PartnersII, LP, which is 25% owned by Hilton Orlando Partners II, LLC

 

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

 

(39)         33.33%owned by HHC.

 

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

 

(41)         Solemember is FCH/DT BWI Holdings, L.P.

 

(42)         Solemember is FCH/DT BWI Hotel, L.L.C.

 

(43)         Solemember is FCH/DT Holdings, L.P.

 

12

----

 

**C.  Partnerships**

 
| **Name**                                               | ** ** | **%  Ownership** | ** ** | **State or  Country  of Organization** | ** ** |
|--------------------------------------------------------|------------|------------------|------------|----------------------------------------|------------|
|                                                   |       |             |       |                                   |       |
| AH Hotel Partners, LP                                  |       | See (31) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| Avenue Louise Hotel  Partners S.N.C. (9)               |       | 100              |       | Belgium                                |       |
|                                                   |       |             |       |                                   |       |
| Bakersfield Red Lion  Motor Inn (1) (27)               |       | 66.7             |       | California                             |       |
|                                                   |       |             |       |                                   |       |
| CHH 2 Tree Hotel, LP                                   |       | See (36) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Auburn Partnership,  LP                            |       | See (30) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Costa Partnership,  LP                             |       | See (30) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Crystal City Hotel,  LP                            |       | See (36) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Dallas Partnership,  LP                            |       | See (36) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Lee Vista Hotel, LP                                |       | See (36) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Miami Partnership,  LP                             |       | See (30) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Portland  Partnership, LP                          |       | See (30) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Rye Town Hotel, LP                                 |       | See (36) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Santa Clara Hotel,  LP                             |       | See (36) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CHH Tucson Partnership,  LP                            |       | See (36) below   |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CM Hotel Partners, LP                                  |       | See (32) below.  |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CNL HHC Partners, LP  (29)                             |       | 30               |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| CNL HHC Partners II, LP  (35)                          |       | 25               |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| Corporate Associates –  Boise Limited Partnership |       | 13.33            |       | Arizona                                |       |
|                                                   |       |             |       |                                   |       |
| Custom House Hotel,  L.P. (42)                         |       | See (42) below.  |       | Missouri                               |       |
|                                                   |       |             |       |                                   |       |
| Destination Resort  Affiliates (3)                     |       | 50               |       | Arizona                                |       |
|                                                   |       |             |       |                                   |       |
| DFW Hilton Hotel  Limited Partnership (4)              |       | 100              |       | Texas                                  |       |
|                                                   |       |             |       |                                   |       |
| Doubletree Partners  (45)                              |       | 100              |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| DT Ontario Hotel  Partners (27)                        |       | 66.7             |       | California                             |       |
|                                                   |       |             |       |                                   |       |
| Embassy Akers Venture                                  |       | 50               |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| Embassy La Jolla  Partners Limited Partnership (47)    |       | 10               |       | Delaware                               |       |
|                                                   |       |             |       |                                   |       |
| EPT Atlanta Perimeter  Center L.P. (44)                |       | See (44) below.  |       | Delaware                               |       |

 

13

----

 
| **Name**                                        | ** ** | **%  Ownership** | ** ** | **State or  Country  of Organization** | ** ** |
|-------------------------------------------------|------------|------------------|------------|----------------------------------------|------------|
|                                            |       |             |       |                                   |       |
| EPT Austin L.P. (44)                            |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| EPT Covina L.P. (44)                            |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| EPT Kansas City L.P.  (44)                      |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| EPT Meadowlands L.P.  (44)                      |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| EPT Overland Park L.P. (44)                     |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| EPT Raleigh L.P. (44)                           |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| EPT San Antonio L.P.  (44)                      |       | See (44) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| ES Hotel Isla Verde, SE  (10)                   |       | 28.92            |       | Puerto Rico                            |       |
|                                            |       |             |       |                                   |       |
| FCH/DT BWI Holdings,  L.P.                      |       | See (46) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| FCH/DT Holdings, L.P.                           |       | See (11) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| FelCor/JPM Austin  Holdings, L.P.               |       | See (15) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| Felcor Suites L.P.                              |       | 2.53             |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| Fess Parker - Red Lion  Hotel (12)              |       | 50               |       | California                             |       |
|                                            |       |             |       |                                   |       |
| Flamingo Hilton  Riverboat Casino, L.P. (5)     |       | 100              |       | Missouri                               |       |
|                                            |       |             |       |                                   |       |
| Global Resort Partners  (6)                     |       | 100              |       | Hawaii                                 |       |
|                                            |       |             |       |                                   |       |
| Hapeville Hotel Limited  Partnership (7)        |       | 100              |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| Hilton Glendale, L.P.  (28)                     |       | 75               |       | California                             |       |
|                                            |       |             |       |                                   |       |
| HMA Hotel Partners, LP                          |       | See (33) below.  |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| Hotel Equities Co.                              |       | 2.1              |       | Arizona                                |       |
|                                            |       |             |       |                                   |       |
| Hotel Properties- Boise                         |       | 50               |       | Arizona                                |       |
|                                            |       |             |       |                                   |       |
| Hotel Properties-  Newport (1)                  |       | See (13) below.  |       | Arizona                                |       |
|                                            |       |             |       |                                   |       |
| Hutton Centre Hotel  Associates (1)             |       | See (14) below.  |       | California                             |       |
|                                            |       |             |       |                                   |       |
| International  Rivercenter Partnership (1) (37) |       | 67.4             |       | Louisiana                              |       |
|                                            |       |             |       |                                   |       |
| Kenner Hotel Limited  Partnership (8)           |       | 100              |       | Delaware                               |       |
|                                            |       |             |       |                                   |       |
| King Street Station  Hotel Associates, L.P.     |       | 50               |       | Delaware                               |       |

 

14

----

 
| **Name**                                  | ** ** | **%  Ownership** | ** ** | **State or  Country  of Organization** | ** ** |
|-------------------------------------------|------------|------------------|------------|----------------------------------------|------------|
|                                      |       |             |       |                                   |       |
| MHV Joint Venture                         |       | 50               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| New Orleans  International Hotel (38)     |       | 84.13            |       | Louisiana                              |       |
|                                      |       |             |       |                                   |       |
| PAH-DT Allen Partners,  LP                |       | 15               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| PAH-DT Chicago/O’Hare  Partners, LP  |       | 10               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| PAH-DT Minneapolis  Suites Partners, L.P. |       | 10               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| PAH-DT Park Place Partners,  L.P.         |       | 10               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| PAH-DT Tallahassee  Partners, L.P.        |       | 10               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| PH Hotel Partners, LP                     |       | See (34) below.  |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| Praedium II San  Antonio, L.P.            |       | 20               |       | Texas                                  |       |
|                                      |       |             |       |                                   |       |
| Promus/Felcor Lombard  L.P.               |       | See (40) below.  |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| Promus/Felcor  Parsippany L.P.            |       | See (39) below.  |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| Promus/Felcor San  Antonio Venture        |       | See (39) below.  |       | Texas                                  |       |
|                                      |       |             |       |                                   |       |
| SES/DC Venture (41)                       |       | 50               |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| Slohat Hotels, L.P.                       |       | See (43) below.  |       | Texas                                  |       |
|                                      |       |             |       |                                   |       |
| Southcenter Motor Hotel,  L.P. (1)        |       | 20.2             |       | Washington                             |       |
|                                      |       |             |       |                                   |       |
| Thayer Hotel Investors  II, L.P.          |       | See (16) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Austin L.P.                           |       | See(17) below    |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI FQ L.P.                               |       | See (26) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Metairie, L.P.                        |       | See (18) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Oceanfront, L.P.                      |       | See (19) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Plantation, L.P.                      |       | See (20) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Rockville L.P.                        |       | See (21) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Skokie L.P.                           |       | See (22) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Somerset L.P.                         |       | See (23) below   |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| THI Tucson L.P. (1)  (24)                 |       | See (24) below.  |       | Delaware                               |       |
|                                      |       |             |       |                                   |       |
| Tucson Fund, L.P. (1)  (25)               |       | See (25) below.  |       | Delaware                               |       |

 

15

----

 
| **Name**                              | ** ** | **%  Ownership** | ** ** | **State or  Country  of Organization** | ** ** |
|---------------------------------------|------------|------------------|------------|----------------------------------------|------------|
|                                  |       |             |       |                                   |       |
| Valencia Hotel Joint  Venture (1) (2) |       | 25               |       | California                             |       |
|                                  |       |             |       |                                   |       |
| Village Motor Inn (12)                |       | 50               |       | Montana                                |       |

 

----

(1)           Inactive.

 

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

 

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

 

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

 

(5)           90%owned by Hilton Kansas City Corporation, which is wholly owned by HHC.  The remaining 10% is owned by HKC Partners,Inc., 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 byHapeville Investors, LLC (the limited partner.) Both the general and limitedpartners are wholly owned by HHC.

 

(8)           1%owned by Hilton Hotels Partners I, LLC (the general partner), and 99% owned byKenner Investors, LLC (the limited partner.) 

Boththe general and limited partners are wholly owned by HHC.

 

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

 

(10)         28.92% ClassA interest owned by Embassy Suites (Isla Verde), Inc.

 

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

 

(12)         50%owned by Doubletree DTWC Corporation

 

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

 

(14)         50%owned by Hotel Properties-Newport

 

16

----

 

(15)         Solegeneral partner and 1% equity holder is FelCor/JPM Austin Hotel, L.L.C.; solelimited partner and 99% equity holder is FCH/DT Holdings, L.P.

 

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

 

(17)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI Austin L.P.; and b) a100% membership interest in THIG III L.L.C., which holds a 1% GP interest inTHI Austin L.P.

 

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

 

(19)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI Oceanfront L.P.; and b) a100% membership interest in THIG III L.L.C., which holds a 1% GP interest inTHI Oceanfront L.P.

 

(20)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI Plantation L.P.; and b) a100% membership interest in THIG III L.L.C., which holds a 1% GP interest inTHI Plantation L.P.

 

(21)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI Rockville L.P.; and b) a100% membership interest in THIG II L.L.C., which holds a 1% GP interest in THIRockville L.P.

 

(22)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI Skokie L.P.; and b) a100% membership interest in THIG L.L.C., which holds a 1% GP interest in THISkokie L.P.

 

(23)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI Somerset L.P.; and b) a100% membership interest in THIG III L.L.C., which holds a 1% GP interest inTHI Somerset L.P.

 

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

 

(25)         4.35%owned by Doubletree Hotels Corporation.

 

(26)         DoubletreeHotels Corporation holds a 4.35% LP interest in Thayer Hotel Investors IIL.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 THI FQ L.P.; and b) a 100%membership interest in THIG III L.L.C., which holds a 1% GP interest in THI FQL.P.

 

(27)         66.7%owned by Doubletree DTWC Corporation.

 

(28)         75%owned by Doubletree DTWC Corporation.

 

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(29)         30%owned by Hilton MAPC, Inc.

 

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

 

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

 

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

 

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

 

(34)         Whollyowned by CHH Portland Partnership, LP, which is wholly owned by CNL HHCPartners, LP, which is 30% owned by Hilton MAPC, Inc.

 

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

 

(36)         Whollyowned by CNL HHC Partners II, LP, which is 25% owned by Hilton Orlando PartnersII, LLC.

 

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

 

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

 

(39)         PromusHotels, Inc. directly owns 50% of this joint venture.  Additional indirect interest is held thruPromus Hotels, Inc.’s 2.53% interest in FelCor Suites, LP, which in turn owns a50% LP interest in the subject joint venture.

 

(40)         EmbassyDevelopment Corporation directly owns a 49% interest in this LP.  Promus Hotels, Inc. directly owns a 1%interest. Additional indirect interest is held thru Promus Hotels, Inc.’s 2.53%interest in FelCor Suites, LP, which in turn owns a 50% LP interest in thesubject LP.

 

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

 

(42)         Adirect 2.11% LP interest is held by DT Real Estate, Inc.  An indirect minority interest is held by DTManagement, Inc., through its 2.1% interest in Hotel Equities Co., which inturn holds a 10.75% LP interest in Custom House Hotel, L.P.

 

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

 

(44)         Adirect 1% GP interest is held by Suite Life, Inc.  A direct 49% LP interest is held by PromusHotels, Inc. Additional indirect interest is held thru Promus Hotels, Inc.’s2.53% interest in FelCor Suites, LP, which in turn owns a 50% LP interest inthe subject LP.

 

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

 

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

 

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

 

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**D.  Affiliates**

 

1.  The following are special purposecorporations formed in connection with the operation of beverage service atparticular hotels.  HHC does not directlyor indirectly own any of the shares of these corporations.

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

 

2.  The following nonprofit corporation serves asthe owner of the health club at the Washington Hilton & Towers. It is ownedby the members of that hotel’s health club. HHC does not have any direct orindirect ownership interest in this corporation.

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

 

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