EXHIBIT 21
HILTON HOTELS CORPORATION
SUBSIDIARIES, JOINT VENTURES AND AFFILIATES
A. WHOLLY-OWNED SUBSIDIARIES
STATE OR COUNTRY
NAME OF INCORPORATION
---- ----------------
Atlantic City Country Club, Inc. (12) New Jersey
Bally Biloxi, Inc. (4) (11) Mississippi
Bally Data Systems, Inc. (4) Illinois
Bally Warwick, Inc. (12) New Jersey
Bally's Casino Holdings, Inc. (13) Delaware
Bally's CHLV, Inc. (14) Delaware
Bally's Grand Management Co., Inc. (14) Nevada
Bally's Intermediate Casino Holdings, Inc. (14) Delaware
Bally's Intermediate Sub, Inc. Delaware
Bally's Louisiana, Inc. (11) Louisiana
Bally's Louisiana II, Inc. (4) (11) Louisiana
Bally's Manager, Inc. (11) Maryland
Bally's Maryland, Inc. Maryland
Bally's Mexico, Inc. (4) (11) Delaware
Bally's Operator, Inc. (11) Delaware
Bally's Park Place Funding, Inc. (15) Delaware
Bally's Park Place, Inc. (14) Delaware
Bally's Park Place, Inc.(15) New Jersey
Bally's Park Place Realty Co. (12) New Jersey
Bally's Philadelphia, Inc. (11) Pennsylvania
Bally's Sub, Inc. (16) Delaware
Bally's Tunica, Inc. (11) Mississippi
Benco, Inc. (1) Nevada
B.W. Realty Corp. (12) New Jersey
Capital Hilton, L.L.C. (21) New York
Compass Computer Services, Inc. Delaware
Conrad International (Cairo) Corporation (5) Nevada
Conrad International (Egypt) Corporation (2) (5) Nevada
Conrad International (Indonesia) Corporation (2) (5) Nevada
Conrad International (Spain) Corporation (2) (5) Nevada
Conrad International (Thailand) Corporation (2) (5) Nevada
Conrad International (Thailand) Limited (9) Thailand
Conrad International Hotels Corporation (3) Nevada
Conrad International Hotels Corporation - SA
(Proprietary) Limited (9) South Africa
Conrad International Hotels (HK) Ltd. (5) Hong Kong
Conrad International Hotels Limited (2) (6) Ireland
Conrad International Investment Corporation (3) Nevada
Conrad International Investment (Jakarta)
Corporation (9) Nevada
Conrad International Management Services (Singapore)
Pte Ltd (5) Singapore
Conrad International Royalty Corporation (3) Nevada
1
STATE OR COUNTRY
NAME OF INCORPORATION
---- ----------------
Destination Resorts, Inc. Arizona
Flamingo Hilton Corporation (1) Nevada
Flamingo Hilton-Laughlin, Inc. (7) Nevada
Flamingo Hilton - Reno, Inc. (1) Nevada
Florida Locally Approved Gaming, Inc. (4) (18) Florida
GNF, Corp. (17) New Jersey
GNOC, Corp. New Jersey
Grand Vacations Realty, Inc. (10) Delaware
Hapeville Investors, Inc. Delaware
Hilton Chicago Corporation Nevada
Hilton D.C. Corporation Nevada
Hilton Employee Relief Fund California
Hilton Equipment Corporation Delaware
Hilton Finance Corporation Nevada
Hilton Gaming Corporation Nevada
Hilton Gaming (Switzerland County) Corporation (1) Indiana
Hilton Grand Vacations Club, LLC (4) Nevada
Hilton Grand Vacations Company, LLC (4) Nevada
Hilton Grand Vacations Development Company-
Las Vegas, LLC Nevada
Hilton Grand Vacations Development Company-
Orlando, LLC (4) Nevada
Hilton Grand Vacations Exchange Company (20) Delaware
Hilton Hawaii Corporation Delaware
Hilton Holdings, Inc. Nevada
Hilton Hotels Management, Inc. (19) Delaware
Hilton Hotels Partners I, Inc. Delaware
Hilton Hotels Partners II, Inc. Delaware
Hilton Hotels U.S.A., Inc. Delaware
Hilton Inns, Inc. Delaware
Hilton Insurance Corporation Vermont
Hilton Kansas City Corporation (1) Missouri
Hilton New Jersey Corporation (1) (2) New Jersey
Hilton New Orleans Corporation (1) Louisiana
Hilton New York Corporation Nevada
Hilton Pennsylvania Hotel Corporation Delaware
Hilton Recreation, Inc. Delaware
Hilton Resorts Corporation Delaware
Hilton San Diego Corporation California
Hilton San Francisco Corporation Nevada
Hilton Suites, Inc. Delaware
Hilton Supersports, Inc. (1) (4) Nevada
Hilton Systems, Inc. Nevada
Hilton Washington Corporation New York
HKC Advertising, Inc. (8) Missouri
HKC Partners, Inc. (1) Missouri
HLT Corporation Delaware
Hotels Statler Company, Inc. Delaware
Kenner Investors, Inc. Delaware
Las Vegas Hilton Corporation (1) Nevada
Paris Casino Corp. Nevada
Reno Hilton Resort Corporation (1) Nevada
2
STATE OR COUNTRY
NAME OF INCORPORATION
---- ----------------
Rye Hilton, L.L.C. (22) New York
SKA Investments, L.L.C. (4) Delaware
The BAC 1-11 Corporation (1) Nevada
The Beverly Hilton Corporation (2) California
The Hotel Waldorf-Astoria Corporation (2) New York
The New Yorker Hotel Corporation (2) New York
The Palmer House Hilton Hotel Company (2) Illinois
Washington Hilton, L.L.C. (21) New York
_____________________________________________________________________________
(1) Indirect ownership. Wholly-owned by Hilton Gaming Corporation, which is
wholly-owned by Hilton Hotels Corporation.
(2) Nameholding company.
(3) Indirect ownership. Wholly-owned by Hilton Hotels U.S.A., Inc., which is
wholly-owned by Hilton Hotels Corporation.
(4) Inactive.
(5) Indirect ownership. Wholly-owned by Conrad International Hotels
Corporation, which is wholly-owned by Hilton Hotels U.S.A., Inc., which is
wholly-owned by Hilton Hotels Corporation.
(6) Indirect ownership. Wholly-owned by Conrad International Royalty
Corporation, which is wholly-owned by Hilton Hotels U.S.A., Inc., which is
wholly-owned by Hilton Hotels Corporation.
(7) Indirect ownership. Wholly-owned by Flamingo Hilton Corporation, which is
wholly-owned by Hilton Gaming Corporation, which is wholly-owned by Hilton
Hotels Corporation.
(8) Indirect ownership. Wholly-owned by Hilton Kansas City Corporation, which
is wholly-owned by Hilton Gaming Corporation, which is wholly-owned by
Hilton Hotels Corporation.
(9) Indirect ownership. Wholly-owned by Conrad International Investment
Corporation, which is wholly-owned by Hilton Hotels U.S.A., Inc., which
is wholly-owned by Hilton Hotels Corporation.
(10) This corporation is wholly-owned by Hilton Grand Vacations Company, a joint
venture which is 50%-owned by Hilton Hotels Corporation and 50%-owned by
Hilton Resorts Corporation, which is a wholly-owned subsidiary of Hilton
Hotels Corporation.
(11) Indirect ownership. Wholly-owned by Bally's Intermediate Casino Holdings,
Inc., which is wholly-owned by Bally's Casino Holdings, Inc., which is
wholly-owned by Bally's Sub, Inc., which is wholly-owned by Bally's
Intermediate Sub, Inc., which is wholly-owned by Hilton Hotels Corporation.
(12) Indirect ownership. Wholly-owned by Bally's Park Place, Inc. (a New Jersey
corp.), which is wholly-owned by Bally's Park Place, Inc. (a Delaware
corp.), which is wholly-owned by Bally's Casino Holdings, Inc., which is
wholly-owned by Bally's Sub, Inc., which is wholly-owned by Bally's
Intermediate Sub, Inc., which is wholly-owned by Hilton Hotels Corporation.
(13) Indirect ownership. Wholly-owned by Bally's Sub, Inc., which is wholly-
owned by Bally's Intermediate Sub, Inc., which is wholly-owned by Hilton
Hotels Corporation.
(14) Indirect ownership. Wholly-owned by Bally's Casino Holdings, Inc., which
is wholly-owned by Bally's Sub, Inc., which is wholly-owned by Bally's
Intermediate Sub, Inc., which is wholly-owned by Hilton Hotels Corporation.
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(15) Indirect ownership. Wholly-owned by Bally's Park Place, Inc. (a Delaware
corp.), which is wholly-owned by Bally's Casino Holdings, Inc., which is
wholly-owned by Bally's Sub, Inc., which is wholly-owned by Bally's
Intermediate Sub, Inc., which is wholly-owned by Hilton Hotels Corporation.
(16) Indirect ownership. Wholly-owned by Bally's Intermediate Sub, Inc., which
is wholly-owned by Hilton Hotels Corporation.
(17) Indirect ownership. Wholly-owned by GNOC, Corp., which is wholly-owned by
Hilton Hotels Corporation.
(18) This corporation was formed in 1994 to serve as a political action
committee to promote the passage of pro-gaming legislation in Florida.
Currently inactive, but cannot be dissolved until a lawsuit involving the
corporation is settled.
(19) Prior to 4/4/97, this corporation was named Bally's Limited (Chicago), Inc.
and was wholly-owned by Bally's Intermediate Casino Holdings, Inc.
(20) Wholly-owned by Hilton Grand Vacations Company, which is 50%-owned by
Hilton Hotels Corporation and 50%-owned by Hilton Resorts Corporation,
which is wholly-owned by Hilton Hotels Corporation.
(21) 50.05%-owned by Hilton Hotels Corporation, and 49.95%-owned by Hilton D.C.
Corporation, which is wholly-owned by Hilton Hotels Corporation.
(22) 50.05%-owned by Hilton Hotels Corporation, and 49.95%-owned by Hilton New
York Corporation, which is wholly-owned by Hilton Hotels Corporation.
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B. PARTIALLY-OWNED SUBSIDIARIES
% STATE OR COUNTRY
NAME OWNERSHIP OF INCORPORATION
---- --------- ----------------
Bally's Casino Management, Inc. (13) See (13) below. Nevada
Bally's Grand, Inc. (14) 84.738 Delaware
Bally's Grand Laundry Corporation (15) See (15) below. Nevada
Bally's Grand Property Sub I,
Inc. (4) (15) See (15) below. Nevada
Bally's Grand Property Sub II,
Inc. (15) See (15) below. Nevada
Baluma Cambio S.A. (18) See (18) below. Uruguay
Baluma Holdings S.A. (1) 43 The Bahamas
Baluma Ltda. (18) See (18) below. Brazil
Baluma S.A. (2) See (2) below. Uruguay
Belle of Orleans, L.L.C. (17) 49.9 Louisiana
Earlsfort Centre Hotel Proprietors
Limited(3) 14.7 Ireland
Grand Reservation Services, Inc. (15) See (15) below. Nevada
Grand Resorts, Inc. (15) See (15) below. Nevada
Hilton HHonors Worldwide, L.L.C. (16) 50 Delaware
Hilton Marketing Worldwide, L.L.C. (16) 50 Delaware
Hilton Reservations Worldwide,
L.L.C. (16) 50 Delaware
Indiana Ventures LLC (5) 48.5 Nevada
International Company for
Touristic Investments, S.A.E. (6) 10 Egypt
Johnnic Casino Holdings Limited (20) 24.5 South Africa
Jupiters Limited (7) See (7) below. Australia
Jupiters Management Limited (4) (8) 66.6 Australia
MeriTex, LLC (21) 50 Delaware
MGM Grand-Bally's Monorail
Limited Liability Co. (22) 50 Nevada
5
% STATE OR COUNTRY
NAME OWNERSHIP OF INCORPORATION
---- --------- ----------------
On Command Corporation 8.5 Delaware
Pinnacle Gaming Development
Corp. (9) 48.5 Colorado
P.T. Jakarta International Artha (19) 10 Indonesia
Switzerland County Development
Corp. (10) 48.5 Nevada
Windsor Casino Financial Limited (11) 50 Ontario, Canada
Windsor Casino Limited (11) 50 Ontario, Canada
Windsor Casino Supplies Limited (11) 50 Ontario, Canada
Yeditepe Beynelmilel Otelcilik 25 Turkey
Turizm Ve Ticaret, A.S.
(Seven Hills International Hotel,
Tourism and Trade, A.S.) (12)
_______________________________________________________________________________
(1) This corporation is 43%-owned by Conrad International Investment
Corporation, which is a wholly-owned subsidiary of Hilton Hotels U.S.A.,
Inc., which is a wholly-owned subsidiary of Hilton Hotels Corporation.
(2) This corporation is 99.9%-owned by Baluma Holdings S.A., a Bahamas
corporation [see (1) above.] The remaining .1% is owned by Conrad
International Hotels Corporation, which is a wholly-owned subsidiary of
Hilton Hotels U.S.A., Inc., which is a wholly-owned subsidiary of Hilton
Hotels Corporation.
(3) This corporation is 14.7%-owned by Conrad International Investment
Corporation, which is a wholly-owned subsidiary of Hilton Hotels U.S.A.,
Inc., which is a wholly-owned subsidiary of Hilton Hotels Corporation.
(4) Inactive corporation.
(5) This limited-liability company is 48.5%-owned by Hilton Gaming (Switzerland
County) Corporation, which is a wholly-owned subsidiary of Hilton Gaming
Corporation, which is a wholly-owned subsidiary of Hilton Hotels
Corporation.
(6) This corporation is 10%-owned by Conrad International Investment
Corporation, which is a wholly-owned subsidiary of Hilton Hotels U.S.A.,
Inc., which is a wholly-owned subsidiary of Hilton Hotels Corporation.
(7) This corporation is 19.91%-owned by Conrad International Investment
Corporation ("CIIC"), which is a wholly-owned subsidiary of Hilton Hotels
U.S.A., Inc., which is a wholly-owned subsidiary of Hilton Hotels
Corporation.
(8) This corporation is 66.6%-owned by Conrad International Investment
Corporation, which is a wholly-owned subsidiary of Hilton Hotels U.S.A.,
Inc., which is a wholly-owned subsidiary of Hilton Hotels Corporation.
(9) This corporation is a wholly-owned subsidiary of Switzerland County
Development Corp., which is a wholly-owned subsidiary of Indiana Ventures
LLC, which is 48.5%-owned by Hilton Gaming (Switzerland County)
Corporation, which is a wholly-owned subsidiary of Hilton Gaming
Corporation, which is a wholly-owned subsidiary of Hilton Hotels
Corporation.
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(10) Formerly named Conrad (New Zealand) Corporation. This corporation is a
wholly-owned subsidiary of Indiana Ventures LLC, which is 48.5%-owned by
Hilton Gaming (Switzerland County) Corporation, which is a wholly-owned
subsidiary of Hilton Gaming Corporation, which is a wholly-owned
subsidiary of Hilton Hotels Corporation.
(11) This corporation is 50%-owned by Conrad International Investment
Corporation, which is a wholly-owned subsidiary of Hilton Hotels U.S.A.,
Inc., which is a wholly-owned subsidiary of Hilton Hotels Corporation.
(12) This corporation is 25%-owned by Conrad International Investment
Corporation, which is a wholly-owned subsidiary of Hilton Hotels U.S.A.,
Inc., which is a wholly-owned subsidiary of Hilton Hotels Corporation.
(13) Wholly-owned by Bally's Grand Property Sub I, Inc., which is wholly-owned
by Bally's Grand, Inc., which is 84.738%-owned by Bally's CHLV, Inc.,
which is wholly-owned by Bally's Casino Holdings, Inc., which is wholly-
owned by Bally's Sub, Inc., which is wholly-owned by Bally's Intermediate
Sub, Inc., which is wholly-owned by Hilton Hotels Corporation.
(14) 84.738%-owned by Bally's CHLV, Inc., which is wholly-owned by Bally's
Casino Holdings, Inc., which is wholly-owned by Bally's Sub, Inc., which
is wholly-owned by Bally's Intermediate Sub, Inc., which is wholly-owned
by Hilton Hotels Corporation. The remainder of the Corporation's shares
are publicly held, primarily by large institutional investors. Such
publicly held shares are traded on the NASDAQ stock exchange.
(15) Wholly-owned by Bally's Grand, Inc., which is 84.738%-owned by Bally's
CHLV, Inc., which is wholly-owned by Bally's Casino Holdings, Inc., which
is wholly-owned by Bally's Sub, Inc., which is wholly-owned by Bally's
Intermediate Sub, Inc., which is wholly-owned by Hilton Hotels
Corporation.
(16) The remaining ownership interest is held by Hilton International Co.
(17) 49.9%-owned by Bally's Louisiana, Inc.
(18) A wholly-owned subsidiary of Baluma S.A.
(19) This corporation is a wholly-owned subsidiary of Conrad International
Investment Corporation, which is wholly-owned by Hilton Hotels U.S.A.,
Inc., which is wholly-owned by Hilton Hotels Corporation.
(20) Hilton's ownership interest is held by Conrad International Hotels
Corporation - SA (Proprietary) Limited, which is wholly-owned by Conrad
International Investment Corporation, which is wholly- owned by Hilton
Hotels U.S.A., Inc., which is wholly-owned by Hilton Hotels Corporation.
(21) The remaining ownership interest is held by Pertl and Oberlander, Inc.
(22) 50%-owned by Bally's Grand, Inc., which is 84.738%-owned by Bally's
CHLV, Inc., which is wholly-owned by Bally's Casino Holdings, Inc.,
which is wholly-owned by Bally's Sub, Inc., which is wholly-owned by
Bally's Intermediate Sub, Inc., which is wholly-owned by Hilton Hotels
Corporation.
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C. JOINT VENTURES
% STATE OR COUNTRY
NAME OWNERSHIP OF INCORPORATION
---- --------- ----------------
Avenue Louise Hotel Partners S.N.C. (2) 100 Belgium
Bally's Olympia Limited Partnership (16) 100 Delaware
Chicago Hilton Joint Venture (21) 100 Illinois
Destination Resort Affiliates (9) 50 Arizona
Flamingo Hilton Riverboat Casino,
L.P. (10) 100 Missouri
Global Resort Partners (20) 13.34 Hawaii
Grand Vacations Realty, Limited(17) 100 Florida
Grand Vacations Title, Limited (17) 100 Florida
Hapeville Hotel Limited
Partnership (11) 100 Delaware
Hilton Grand Vacations Club (19) 100 Florida
Hilton Grand Vacations Company (3) 100 Nevada
Hilton Grand Vacations
Development Company - Las Vegas (3) 100 Nevada
Hilton Grand Vacations
Development Company - Orlando (3) 100 Florida
Hilton Hawaiian Village Joint
Venture (1) 50 Hawaii
International Rivercenter Partnership 67.4 Louisiana
Kenner Hotel Limited Partnership (12) 100 Delaware
Logan Hilton Joint Venture (5) 100 Massachusetts
McLean Hotel Associates, Ltd. (18) 100 Virginia
New Orleans International Hotel(13) 26.33 Louisiana
New Orleans Rivercenter (14) 38.75 Louisiana
New York Hilton Joint Venture (1) 99.5 New York
Oakbrook Hilton Suites Joint Venture 50 Illinois
Queen of New Orleans at the 50 Louisiana
Hilton Joint Venture (6)
8
% STATE OR COUNTRY
NAME OWNERSHIP OF INCORPORATION
---- --------- ----------------
San Francisco Hilton, L.P. (22) 100 California
Tarrytown Hilton Joint Venture (7) 100 New York
Valencia Hotel Joint Venture (8) 25 California
_______________________________________________________________________________
(1) The remaining ownership interest is held by The Prudential Insurance
Company of America.
(2) 50% of this partnership is held by Conrad International Hotels Corporation.
The remaining 50% is held by Conrad International Investment Corporation.
Both partners are wholly-owned subsidiaries of Hilton Hotels U.S.A., Inc.,
which is wholly-owned by Hilton Hotels Corporation. Prior to January 1,
1994, this partnership was a Belgium corporation [CONRAD INTERNATIONAL
(BRUSSELS) SA/NV]. From January 1994 through May 1996, the partnership
was named CONRAD INTERNATIONAL (BRUSSELS) S.N.C.
(3) 50% of this joint venture is held by Hilton Hotels Corporation. The
remaining 50% is held by Hilton Resorts Corporation, which is wholly-
owned by Hilton Hotels Corporation.
(4) Inactive.
(5) 35% of this joint venture is held by Hilton Hotels Corporation. The
remaining 65% is held by Hilton Systems, Inc., which is wholly-owned by
Hilton Hotels Corporation.
(6) 50%-owned by Hilton New Orleans Corporation, which is wholly-owned by
Hilton Gaming Corporation, which is wholly-owned by Hilton Hotels
Corporation.
(7) 50% of this joint venture is held by Hilton Hotels Corporation. The
remaining 50% is held by Hilton Systems, Inc., which is wholly-owned by
Hilton Hotels Corporation.
(8) 25%-owned by Hilton Inns, Inc., which is wholly-owned by Hilton Hotels
Corporation.
(9) 50% of this joint venture is held by Destination Resorts, Inc., which is
wholly-owned by Hilton Hotels Corporation.
(10) 90% of this partnership is held by Hilton Kansas City Corporation, which
is wholly-owned by Hilton Gaming Corporation, which is wholly-owned by
Hilton Hotels Corporation. The remaining 10% is held by HKC Partners,
Inc., which is wholly-owned by Hilton Gaming Corporation, which is wholly-
owned by Hilton Hotels Corporation.
(11) 1%-owned by Hilton Hotels Partners II, Inc. (the general partner), and
99%-owned by Hapeville Investors, Inc. (the limited partner.) Both the
general and limited partners are wholly-owned by Hilton Hotels Corporation.
(12) 1%-owned by Hilton Hotels Partners I, Inc. (the general partner), and 99%-
owned by Kenner Investors, Inc. (the limited partner.) Both the general
and limited partners are wholly-owned by Hilton Hotels Corporation.
(13) This Louisiana partnership holds a 22.5% ownership interest in New Orleans
Rivercenter, another Louisiana partnership [see (14) below].
(14) Owns the parking lot at the New Orleans Hilton Riverside.
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(15) 50%-owned by Bally Indiana, Inc. and 1%-owned by Bally's Casino Indiana,
Inc.
(16) 11%-owned by Hilton Hotels Corporation, 88%-owned by Bally's Tunica, Inc.
and 1%-owned by Bally's Operator, Inc.
(17) 99%-owned by Hilton Grand Vacations Company, and 1%-owned by Grand
Vacations Realty, Inc.
(18) 7.5%-owned by Hilton Hotels Corporation, and 92.5%-owned by Kenner
Investors, Inc., which is wholly-owned by Hilton Hotels Corporation.
(19) 99%-owned by Hilton Grand Vacations Company, and 1%-owned by Hilton
Grand Vacations Exchange Company.
(20) 13.34%-owned by Hilton Recreation, Inc., which is wholly-owned by HHC.
(21) 40.24%-owned by Hilton Hotels Corporation, and 59.76%-owned by Hilton
Chicago Corporation, which is wholly-owned by Hilton Hotels Corporation.
(22) 50.25%-owned by Hilton Hotels Corporation, and 49.75%-owned by Hilton San
Francisco Corporation, which is wholly-owned by Hilton Hotels Corporation.
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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. Hilton Hotels
Corporation does not directly or indirectly own any of the shares of
these corporations.
STATE OF
NAME OF CORPORATION INCORPORATION
------------------- -------------
Hilton Beverage Corporation Louisiana
New Orleans Hilton Beverage Corporation Louisiana
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. Hilton Hotels Corporation does not have any
direct or indirect ownership interest in this corporation.
STATE OF
NAME OF CORPORATION INCORPORATION
------------------- -------------
Washington Hilton Racquet Club District of Columbia
11