EX-21 5 a2128996zex-21.htm EXHIBIT 21
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EXHIBIT 21

HILTON HOTELS 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 (43)   Delaware
Compris Hotel Corporation (33)   Delaware
Conrad International (Belgium) Corporation (4)   Nevada
Conrad International (Cairo) 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) 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 Hotel Ventures, Inc. (1) (35)   Arizona
Doubletree Hotels Corporation (19)   Arizona
Doubletree, Inc. of California (35)   Arizona
Doubletree of Phoenix, Inc. (20)   Delaware
DT Investments, Inc. (35)   Arizona
DT Management, Inc. (21)   Arizona
DT Real Estate, Inc. (21)   Arizona
DTM Atlanta/Legacy, Inc. (35)   Arizona
DTM Burlingame, Inc. (32)   Arizona
DTM Cambridge, Inc. (32)   Massachusetts
DTM Coconut Grove, Inc. (32)   Arizona
DTM Largo, Inc. (32)   Arizona
DTM Maryland, Inc. (32)   Arizona
     

1


DTM Nashville, Inc. (32)   Arizona
DTM Santa Clara, Inc. (32)   Arizona
DTM Tulsa, Inc. (32)   Arizona
DTM Walnut Creek, Inc. (32)   Arizona
DTR Cambridge, Inc. (1) (35)   Arizona
DTR FCH Holdings, Inc. (35)   Arizona
DTR Independence, Inc. (35)   Arizona
DTR PAH Holding, Inc. (35)   Arizona
DTR San Antonio, Inc. (35)   Arizona
DTR TM Holdings, Inc. (35)   Arizona
DTR West Montrose, 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
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 (13)   Nevada
Hilton Conference Food Services of New Jersey, Inc. (1) (20)   New Jersey
Hilton Dallas, Inc. (13)   Nevada
Hilton Electronic Distribution Systems, LLC   Delaware
Hilton Employee Relief Fund   California
Hilton Grand Vacations Club, LLC (16)   Delaware
Hilton Grand Vacations Company, LLC (16)   Delaware
Hilton Grand Vacations Development Company—Las Vegas, LLC (16)   Nevada
Hilton Grand Vacations Financing, LLC (28)   Delaware
Hilton Hawaii Corporation (13)   Delaware
Hilton Hawaiian Village LLC (15)   Hawaii
Hilton 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
     

2


Hilton Inns, Inc. (12)   Delaware
Hilton Insurance Corporation (36)   Vermont
Hilton Kansas City Corporation (1)   Missouri
Hilton Las Vegas LLC   Nevada
Hilton MAPC, Inc. (6)   Delaware
Hilton Michigan Avenue Corporation (14)   Delaware
Hilton New Jersey Service Corp.   Delaware
Hilton New Orleans, LLC   Delaware
Hilton-OCCC Hotel, LLC   Florida
Hilton 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 Texas, Inc. (13)   Nevada
Hilton Waikoloa, LLC   Delaware
HTGV, LLC   Delaware
HKC Partners, Inc.   Missouri
Hosco Corporation (20)   Arizona
Hotel Clubs of Corporate Woods, Inc. (21)   Kansas
Hotels Statler Company, Inc. (13)   Delaware
Houston Airport Doubletree, Inc. (1) (35)   Texas
HTGV, LLC   Delaware
Innco Corporation (1) (20)   Arizona
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
     

3


PT Conrad Management Indonesia (42)   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
Tarsa, Inc. (1) (20)   New York
Tex Holdings, Inc.   Delaware
Trader Vic's Palmer House, LLC (40)   Delaware
TUK Inns, Inc. (35)   Washington
Washington Hilton, L.L.C.   New York

(1)
Inactive.

(2)
Nameholding company.

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

(4)
Wholly owned by Conrad International Corporation, which is wholly owned by Hilton Hotels U.S.A., Inc., which is wholly owned by HHC.

(5)
Wholly owned by Hilton Kansas City Corporation, which is wholly owned by HHC.

(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)
HHC owns 100% of the issued and outstanding Class B (equity) shares. Tex Holdings, Inc., which is wholly-owned by HHC, owns 100% of the issued and outstanding Class A (managing) shares.

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

(12)
Ownership is as follows: 50.36% by 90210 Corporation; 0.5% by Conrad International Corporation; 12.01% by Doubletree of Phoenix, Inc.; 6.01% 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 Holdings, Inc., which is wholly-owned by HHC.

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

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

4


(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 Doubletree of Phoenix, 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.

(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)
Wholly-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.

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

(32)
Wholly-owned by DT Management, Inc., which is wholly-owned by Doubletree of Phoenix, 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.

(33)
Wholly-owned by Doubletree Hotel Systems, Inc., which is wholly-owned by Doubletree of Phoenix, 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 Compris Hotel Corporation, which is wholly-owned by Doubletree Hotel Systems, Inc., which is wholly-owned by Doubletree of Phoenix, Inc., which is wholly-owned by

5


    Doubletree Hotels Corporation, which is wholly-owned by Doubletree Corporation, which is wholly-owned by Promus Hotel Corporation, which is wholly-owned by HHC.

(35)
Wholly-owned by DT Real Estate, Inc., which is wholly-owned by Doubletree of Phoenix, 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)
99% owned by Conrad International Corporation, and 1% owned by HHC directly.

(43)
Wholly owned by Conrad Hotels Worldwide, LLC, which is 50% owned by HHI Worldwide Holdings, Inc. and 50% owned by HCWW, Inc. (a wholly owned subsidiary of Hilton International Co.)

6


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
Boise Beverage Corporation   50   Idaho
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
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 Hotels, L.L.C.   10   Delaware
FCH/DT Leasing, L.L.C.   50   Delaware
GOL Texas, Inc. (11)   49   Texas
Hilton HHonors Worldwide, L.L.C. (6)   50   Delaware
Hilton Internet Worldwide, LLC (6)   50   Delaware
Hilton Marketing Worldwide, L.L.C. (6)   50   Delaware
Hilton Reservations Worldwide, L.L.C. (6)   50   Delaware
HMA Tenant Corporation   See (28) below.   Delaware
HMA Hotel GP, LLC   See (28) below.   Delaware
HMA Hotel, LLC   See (28) below.   Delaware
         

7


InnMedia LLC   50   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)   67.44   Louisiana
International Rivercenter Lessee, L.L.C. (20)   67.44   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.   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
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 Hilton Hotels U.S.A., Inc., which is wholly owned by HHC.

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

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

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

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

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

8


(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 Oakbrook Partnership.

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

(10)
50% owned by Conrad International Corporation, which is wholly owned by Hilton Hotels U.S.A., 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)
Hilton owns a 50% interest in each of the members of this LLC.

(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 Hotels Corporation.

(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)
67.44% owned by Hilton New Orleans, LLC

(21)
10% owned by Doubletree DTWC Corporation.

(22)
Hilton's shares in this publicly traded company are owned by Doubletree Corporation.

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

(24)
25% owned by Promus Hotels, Inc.

(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.

9


(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

(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)
50% owned by Promus Hotels, Inc.

10


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 (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—Atlanta Limited Partnership (1)   13.78   Arizona
Corporate Associates—Boise Limited Partnership   13.33   Arizona
Corporate Associates—Newport Limited Partnership (1)   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 (44)   100   Delaware
DT Ontario Hotel Partners (27)   66.7   California
Embassy Akers Venture   50   Delaware
Embassy La Jolla Partners Limited Partnership   10   Delaware
EPT Atlanta Perimeter Center L.P.   50   Delaware
EPT Austin L.P.   50   Delaware
EPT Covina L.P.   50   Delaware
EPT Kansas City L.P.   50   Delaware
EPT Meadowlands L.P.   50   Delaware
EPT Overland Park L.P.   50   Delaware
EPT Raleigh L.P.   50   Delaware
EPT San Antonio L.P.   50   Delaware
ES Hotel Isla Verde, SE (10)   28.92   Puerto Rico
FCH/DT BWI Holdings, L.P.   100   Delaware
FCH/DT Holdings, L.P.   See (11) 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
Granada Royale Hometel-Tucson L.P. (1)   65   Delaware
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
         

11


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
MHV Joint Venture   50   Delaware
New Orleans International Hotel (38)   26.33   Louisiana
PAH-DT Allen Partners, LP   15   Delaware
PAH-DT Chicago/O'Hare Partners, LP   10   Delaware
PAH-DT Miami Airport Partners, L.P.   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
Rodeway Inn No. 110   See (15) below.   New Mexico
RW Motels, Ltd.   25   Texas
SES/DC Venture (41)   25   Delaware
Slohat Hotels, L.P.   See (43) below.   Texas
Southcenter Motor Hotel, Ltd.   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.   See (24) below.   Delaware
Tucson Fund, L.P.   See (25) below.   Delaware
Valencia Hotel Joint Venture (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, which is 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., which is wholly-owned by HHC; and 1% owned by Hilton Texas, Inc., which is wholly owned by Hilton Holdings, Inc., which is wholly-owned by HHC.

12


(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 by Hapeville Investors, LLC (the limited partner.) Both the general and limited partners are wholly owned by HHC.

(8)
1% owned by Hilton Hotels Partners I, LLC (the general partner), and 99% owned by Kenner Investors, LLC (the limited partner.) Both the general and limited partners are wholly owned by HHC.

(9)
50% owned by Conrad International Corporation, which is wholly owned by Hilton Hotels U.S.A., 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, which is wholly owned by Hilton Hotels U.S.A., Inc., which is wholly owned by HHC.

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

(11)
9.9% direct LP interest by DTR FCH Holdings, Inc.; additional indirect LP interest through Hilton's holdings in FelCor Suites Limited Partnership; 1% indirect GP interest through Hilton's holdings in FCH/DT Hotels, LLC.

(12)
50% owned by Doubletree DTWC Corporation

(13)
45% owned by DT Management, Inc.; 10% owned by DT Real Estate, Inc.; 45% owned by Corporate Associates—Newport Limited Partnership (in which Hilton owns a small minority interest.)

(14)
50% owned by Hotel Properties-Newport

(15)
48% GP interest held by RW Motels, Ltd.

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

(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 THI Austin L.P.; and b) a 100% membership interest in THIG III L.L.C., which holds a 1% GP interest in THI Austin L.P.

(18)
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 THI Metairie L.P.; and b) a 100% membership interest in THIG III L.L.C., which holds a 1% GP interest in THI Metairie L.P.

(19)
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 THI Oceanfront L.P.; and b) a 100% membership interest in THIG III L.L.C., which holds a 1% GP interest in THI Oceanfront L.P.

(20)
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 THI Plantation L.P.; and b) a 100% membership interest in THIG III L.L.C., which holds a 1% GP interest in THI Plantation L.P.

(21)
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

13


    interest in THI Rockville L.P.; and b) a 100% membership interest in THIG II L.L.C., which holds a 1% GP interest in THI Rockville L.P.

(22)
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 THI Skokie L.P.; and b) a 100% membership interest in THIG L.L.C., which holds a 1% GP interest in THI Skokie L.P.

(23)
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 THI Somerset L.P.; and b) a 100% membership interest in THIG III L.L.C., which holds a 1% GP interest in THI Somerset L.P.

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

(25)
4.35% owned by Doubletree Hotels Corporation.

(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 THI FQ L.P.; and b) a 100% membership interest in THIG III L.L.C., which holds a 1% GP interest in THI FQ L.P.

(27)
66.7% owned by Doubletree DTWC Corporation.

(28)
75% owned by Doubletree DTWC Corporation.

(29)
30% owned by Hilton MAPC, Inc.

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

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

(37)
Hilton's interest is held by Hilton New Orleans, LLC.

(38)
Hilton's interest is held by Hilton Riverside, LLC.

(39)
Promus Hotels, Inc. directly owns 50% of this joint venture. The other 50% is held by FelCor Suites LP. Promus Hotels, Inc. holds a 2.53% interest in FelCor Suites LP.

(40)
Embassy Development Corporation directly owns a 49% interest in this LP. Promus Hotels, Inc. directly owns a 1% interest. The remaining 50% is held by FelCor Suites LP. Promus Hotels, Inc. holds a 2.53% interest in FelCor Suites LP.

(41)
Hilton's interest is held by Promus Hotels, Inc.

(42)
A direct 2.11% LP interest is held by Doubletree, Inc. of California. 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 Custom House Hotel, L.P.

(43)
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 Slohat Hotels, L.P.

(44)
Samantha Hotel Corporation is general partner and 60% equity holder; Doubletree Corporation is limited partner and 40% equity holder.

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D. Affiliates

1.
The following are special purpose corporations formed in connection with the operation of beverage service at particular hotels. HHC does not directly or 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
The Tannacross   Texas
Tapas Corporation   Utah
2.
The following nonprofit corporation serves as the owner of the health club at the Washington Hilton & Towers. It is owned by the members of that hotel's health club. HHC does not have any direct or indirect ownership interest in this corporation.

Name of Corporation

  State of
Incorporation

Washington Hilton Racquet Club   District of Columbia

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