HILTON

CodeofConduct

TO THE CODE
Team Members,
As you all know, we have the extraordinary opportunity to connect with millions of people
every day and to show them that Hilton truly is the world’s most hospitable company. These
connections are the key to our success and you, our Team Members, are at the heart of it all.
Our teams around the world are united by a shared Purpose – the Vision, Mission and Values thatinspire us to go above and beyond for our guests, owners, communities and each other. As a partof our deep commitment to delivering exceptional hospitality experiences, it is important that
we regularly remind ourselves of the Hilton Code of Conduct, which holds us all to the highest
ethical standards.
Thank you for taking the time to review our Code of Conduct, and for all that you do toincorporate it into your everyday actions.

Sincerely,

Chris Nassetta

President & Chief Executive Officer
HiltonOURPURPOSEPLATFORM
Our Purpose Platform consists of Our Vision, Mission andValues. It ensures we are known as one, unified global brand,
and gives our brand meaning.
This creates consistent emotional impact
throughout the company. And it’s meaningful
to all of our audiences: Guests, Team Members,
Owners, Shareholders and Communities.

VISIONTo fill the earth with the light and warmth of hospitality by delivering exceptional experiences - every hotel,
every Guest, every time.

MISSION

To be the most hospitable company in the world - by creatingheartfelt experiences for Guests, meaningful opportunities forTeam Members, high value for Owners and a positive impact in
our Communities.

VALUESHOSPITALITYINTEGRITYLEADERSHIPTEAMWORKOWNERSHIPNOW

We are passionate about delivering exceptional Guest experiences.
We do the right thing, all the time.
We are leaders in our industry and in our Communities.
We are team players in everything we do.
We are owners of our actions and decisions.
We operate with a sense of urgency and discipline.

TABLE OF
CONTENTSCULTURE OF INTEGRITY

BUSINESS ETHICS

Who Must Follow This Code Of Conduct?

Fair Dealing

Our Code Of Conduct – Like Our Company – Is Global

Advertising And Marketing

Expectations Of All Team Members

Competition And Antitrust

Additional Expectations Of Hilton Leaders

Protecting Hilton's Assets

Seeking GuidanceProtecting And Using Third Party Information

Speaking Up

Protecting And Using Hilton Information

No Retaliation

Communicating About Hilton

Respecting Confidentiality

Social Media

Investigation Of Reports

Insider Trading

Violations Of The Code Of Conduct

Business Courtesies

OUR TEAM MEMBERS
Diversity
Harassment-Free Workplace And Non-Discrimination

Safe And Healthy Work Environment

Conflicts Of Interest

Purchasing Practices
Corporate Opportunities

Bribery And Other Corrupt Practices
Creating And Maintaining Accurate Business Records
Providing Accurate Information To The Government

NEED
HELP?
ADMINISTERING THIS CODE
Scope Of The Code
Waivers
No Rights Created

Additional GuidanceComplimentary Treatment And Entertaining
Of Union Officials

GLOBAL CITIZENSHIP
Human Rights
Prohibition Against Human Trafficking
Commitment To The Environment
Commitment To Our Communities
Boycotts
Trade Embargoes And Export Controls
Anti-Money Laundering
Political Involvement

CODE OF CONDUCT

Government Relations And Compliance With
United States Lobbying Laws

1

CULTURE OF
INTEGRITY
The reputation of Hilton and each of our Hotels is the key
to our past, present and future success.
We are each personally responsible for acting with integrity inorder both to enhance Hilton’s reputation and maintain a healthy
work environment. Integrity means doing what’s right, all thetime, and encouraging those around us to do the same.
This Code of Conduct provides guidance about how we all must work together
to maintain the highest ethical standards in the hospitality business. It describes
some of the most important standards that we all must follow. It discusses
how to report concerns and seek guidance. And, most importantly, it describes
our unwavering commitment to integrity and conducting our business incompliance with the law. This culture of integrity that governs how we treat
each other, our guests, our business partners, and the communities where we
operate is the key to our Mission to be the preeminent hospitality company.

2

CODE OF CONDUCTWHO MUSTFOLLOW THISCODE OF CONDUCT?

ADDITIONALEXPECTATIONS OF
HILTON LEADERS

This Code of Conduct is applicable to all
employees, officers, and directors of Hilton
Worldwide Holdings Inc. and its subsidiaries(collectively, “Hilton”), and to the employeesof all hotels owned, operated or managed by
Hilton. Within this Code, we collectively refer toall who must follow its principles and policies as
Team Members.

In addition to the expectations that apply to
all Team Members, Hilton leaders haveadditional responsibilities under this Code.
Hilton leaders must:

OUR CODE OF
CONDUCT – LIKEOUR COMPANY –IS GLOBAL• Create a culture of compliance and ensurethat Team Members understand thatbusiness results are never more important
than acting legally and ethically.

We believe the diverse backgrounds andexperiences of our Team Members, guests,
suppliers, partners and owners strengthen ourorganization. Moreover, we respect the diverse
communities where we live, work and servearound the globe and strive to address theirlocal needs.

EXPECTATIONSOF ALL TEAMMEMBERSAs a Hilton Team Member, you are
expected to:• Uphold the highest standards of
ethical conduct in every action you
take on Hilton’s behalf.
• Understand the rules, laws andpolicies that govern your work, andcomply with them.

• Demonstrate the highest standards ofintegrity – set the right example, and others
will follow your lead.

• Discuss ethics and compliance topics withTeam Members and ensure that everyone on
your team completes compliance training
and other compliance requirements.
• Create an environment where Team
Members are comfortable speaking up, andbe available to receive reports of potential
violations of the Code or applicable laws.
• Ensure that reports of suspected violations
are brought to the attention of the Legal
Compliance Team immediately.
• Protect reporting Team Members from
retaliation, and safeguard the confidentialityof investigations as needed.

SEEKING GUIDANCEThis Code describes a number of policies, laws
and regulations applicable to Hilton Team
Members around the world. Laws are often
complicated. New business lines, processes
and initiatives, in particular, must comply withthe law. If you have questions about the Codeor applicable laws or regulations, consult• Ask questions and seek guidance
when you are uncertain about theright course of action.

• Your direct supervisor• Report issues or concerns
when they arise.

• Human Resources representative

One of Hilton’s core Values
is Integrity. We do theright thing, all the time.

CODE OF CONDUCT• Your next level manager• The Legal Compliance Team3

SPEAKING UP

NO RETALIATIONTeam Members are expected to reportsuspected misconduct. Only by speaking up
when we suspect potential violations of law
or policy can Hilton address issues before
they potentially become bigger problems.
There are several places for you to raisecompliance concerns:

At Hilton, we strive to create a culture inwhich Team Members can ask questions
and raise concerns without fear of
retaliation. Hilton prohibits retaliation
against anyone for seeking advice, reportinga concern in good faith or assisting in an
investigation. Subject to applicable law,
Team Members found to have engaged inretaliation may be cause for disciplinary
action, up to and including termination.

In your workplace
You can report issues directly to the Hilton
Hotline (see section “Reporting to the Hilton
Hotline” below.) Alternatively, you can reportissues to:• Your direct supervisor• Y our next level manager• H uman Resources representative• A ny other Hilton leader
They will help ensure that your concern isrouted to the Legal Compliance Team for review
and response.
Reporting to the Hilton Hotline• O nline at www.HiltonHotline.com• B
 y telephone 24 hours a day, 7 days a week
(refer to the Hotline website andprinted materials at your workplace
for telephone numbers.)
The Hotline is run by an independent company
that collects information, which it then relays
to the Legal Compliance Team.
In the United States and many other countries,
you may report your concern to the Hilton
Hotline anonymously. However, somecountries limit the types of issues that can bereported to the Hotline and whether reports
can be made anonymously. Of course, Hilton
respects the local laws that govern our Hotline.

CLICK HERE FOR MORE INFORMATIONRESPECTINGCONFIDENTIALITY
Hilton will take steps to protect theconfidentiality of anyone who makes agood faith report of an actual or suspectedviolation, where appropriate and to the extent
reasonably possible.

INVESTIGATIONSOF REPORTS
At Hilton, we take reports of suspected
misconduct seriously. We timely investigate
reports as appropriate, and we maintainconfidentiality where appropriate and to theextent possible, consistent with our needto conduct an investigation and follow up
on any concerns. It is important that Team
Members promptly report if they believe thata violation of our policies may have occurred.
Investigations often involve complex issues;
prompt reporting is important to ensure that
Hilton can review concerns raised. You may be
asked to assist with an investigation. Unless
you are informed cooperation is voluntary, youmust cooperate with Hilton’s investigators andanswer questions fully and truthfully.

One of Hilton’s core Values is
Ownership. We are the ownersof our actions and decisions.

4

CODE OF CONDUCTVIOLATIONS OF THE
CODE OF CONDUCT
Subject to applicable law, any violation of thelaws or policies described in this Code, or otherimproper and unlawful conduct, may subject aTeam Member to disciplinary action, up to andincluding termination and possibly legal action.
Subject to applicable law, disciplinary measures
can also apply to any manager or supervisor
who directs, approves or condones violations,or has knowledge of violations and does notpromptly report and correct them.
QUESTIONS AND ANSWERS
If I report something that seems suspicious,
but it turns out that nothing was wrong,
will I get in trouble?
No. Team Members are expected to raise
concerns if they believe in good faith thatsomething illegal or unethical is occurringor has occurred. The only reports that you
shouldn’t make are those you know to beintentionally false or inaccurate.

When faced with a decision-making dilemma,
ask yourself the following questions. If you
cannot answer “yes” to each and every one ofthem, seek advice before taking the action.
• Is the action legal?
• Is it ethical?
• Is it socially responsible?
• Does it comply with the Hilton Code,
Policies, and Values?
• Does it appear to others to be appropriate?
(Would it look good in the newspaper?)• Does it promote Hilton’s reputation as an
ethical company?
If, after going through the above questions,
you still have doubts about the best courseof action, consult your supervisor, the Legal
Compliance Team, or the other resources
discussed in this Code.

CLICK HERE FOR MORE INFORMATION

What happens when I call the Hilton Hotline?
Calls to the Hilton Hotline are answered by acall specialist who works for the independentcompany that operates the Hotline. That
person will listen, ask you some questions, andmake a detailed report of your call. The outsideservice will then forward the information to theLegal Compliance Team, who will decide how
to handle your report or question. Similarly, if
you open a case using the web reporting tool,
your submitted report will be sent throughthe reporting system to the Legal ComplianceTeam. Every effort will be made to give yourcall a timely response. If an investigation isundertaken, Hilton will see that corrective
action is taken, as appropriate.
Each of us is responsible for putting this Codeto work, but we do not have to do it alone.
There are a number of people who can answer
our questions and guide us through difficult
decisions. When in doubt, ask!

CODE OF CONDUCT

5OUR TEAMMEMBERS
Every day, in every action we take, Team Members canhave a direct impact on Hilton’s reputation.
Always behave in a manner that is consistent with Hilton’s Values inyour business interactions. As global leaders in the hospitality business,
we understand the importance of treating all people well.
Team Members are expected to be aware of andabide by the Hilton standards and policies.

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CODE OF CONDUCTDIVERSITY
We are a company of diverse cultures serving
diverse guests. We seek to understand ourunique global communities, and to create anenvironment of inclusiveness. We maintainour competitive position by applying our core
Values; attracting the best and brightest talent;and valuing the diversity of our Team Members,
guests, suppliers, partners and owners.

Equal Employment Opportunity Policy

HARASSMENT-FREE
WORKPLACE AND
NON-DISCRIMINATION
Hilton does not tolerate any form of
discrimination or harassment on the basisof race, religion, color, gender, age, national
origin, sexual orientation, disability or any
other characteristic protected by applicablelaw. Any behavior, communication, or otherconduct that creates an environment that is
intimidating, offensive or hostile based on any
protected characteristic, or that otherwiseinterferes with any Team Member’s ability toperform his or her job, is unacceptable.

CLICK HERE FOR MORE INFORMATIONQUESTIONS AND ANSWERS
What are some examples of prohibitedharassment?
Harassment can take many forms including:• Written or verbal abuse or threats;• Unwelcome remarks, jokes, slurs or tauntingof a discriminatory nature;• Practical jokes based on a protectedclassification that embarrass or insult
someone;• Ignoring, isolating or segregating a person
because of a protected classification;• Materials that are of a discriminatory naturethat are displayed publicly or circulated in theworkplace; or,• Unwanted physical contact.

Harassment and Violence-Free
Workplace Policy

SAFE AND HEALTHYWORK ENVIRONMENT
Hilton is committed to the health and safetyof our guests, Team Members and businesscolleagues. Safety requires a commitment
from everyone. Hilton does not tolerateviolent conduct or threats of violence among
our Team Members. Hilton is committed tocompliance with environmental, occupationaland health laws. Each Team Member is
responsible for understanding and complying
with all applicable safety and health laws andguidelines. We are also each responsible for
identifying and responding to health and safety
hazards and security concerns. If you see asafety hazard, report it immediately.

One of Hilton’s core Values
is Teamwork. We are teamplayers in everything we do.

CODE OF CONDUCT

7

BUSINESSETHICS
Hilton has a long history of succeeding throughhonest business competition.
We act with the highest standard of integrity when conducting Hilton
business. We compete for business on the basis of price, service and quality,
and we award business on the same basis. Our business decisions are
based on Hilton’s best interests and are always consistent with our Values.

8

CODE OF CONDUCTFAIR DEALING
Hilton strives to deal fairly with guests, business
partners, competitors and Team Members.
We do not take unfair advantage of anyone orengage in any unfair-dealing practices in ourbusiness activities.

ADVERTISING
AND MARKETING
Our advertising and marketing activities aretruthful, accurate, and not misleading, whether
we are talking about ourselves or about ourcompetitors. Team Members involved withor responsible for Hilton marketing andadvertising practices must be familiar withand comply at all times with applicable laws
regarding these practices.

COMPETITION
AND ANTITRUST
Hilton is committed to complying with allapplicable antitrust and competition laws
and regulations. These laws are designed topromote competition and protect consumers.
Team Members must not propose or engage
in any formal or informal agreements,
understandings, meetings, or communications
with competitors or potential competitors
regarding competitively sensitive issues, suchas prices and occupancy rates. We must neverenter into an agreement with a competitor to:• Fix, stabilize or control prices;• Allocate products, markets or territories;• Boycott certain customers or suppliers; or,• Refrain from the sale of any product.
DO NOT• Engage in discussions with competitorsthat could be viewed as even an informal
agreement regarding competitive issues.
• Share non-public, price-related or occupancyrelated information with competitors.
• Enter into agreements with suppliers
or customers that improperly restrict
competition.
DO• Compete vigorously and fairly with ourcompetitors.
• Notify the Legal Compliance Team
immediately if you believe that you havereceived competitively sensitive or trade
secret information from a competitor.

One of Hilton’s core Values is
Hospitality. We are passionate
about delivering exceptional
guest experiences. And we
do it legally and ethically.

CODE OF CONDUCT9QUESTIONS AND ANSWERS
What types of Hilton information should NOT
be shared with competitors?
The following types of Hilton information
should not be shared with competitors:• Rates (e.g., group rates, advertised rates,
average rates, timeshare rates and prices);• P rice lists, discounts, credit terms, or otherterms or conditions of sale;• O ccupancy rates;• C omplimentary room policies;• M argins, commissions, rebates, promotions;• B anquet pricing;• D eposits, surcharges, price ranges, minimum
or maximum prices, or price formulas; and,• T he timing of a rate increase (or decrease).
What types of Hilton information should NOT
be shared with competitors?
You are free to engage in networking withyour peers from competitors as long as you
do not exchange information that is subject
to competition laws or confidentiality. A goodrule of thumb is to ask yourself whether what
you are discussing with an industry peer isthe sort of thing you would normally consider
discussing with someone whose objective is totake business away from you and Hilton. If theanswer is no, avoid the discussion.

Global Antitrust and Competition Policy

PROTECTINGHILTON'S ASSETS

Technology assets include computers,
software, telephones and networks. Intellectual
property includes items such as trademarks,
trade secrets, copyrights, patents, logos andconfidential or proprietary information. All of
Hilton's assets must be protected from misuse,damage, or theft, and they should never beused for personal gain or illegal purposes.
Remember that theft, carelessness and waste
have a direct impact on our bottom line.
You are expected to exercise appropriate
judgment in your use of Hilton e-mail and theInternet. Where legally permissible, we reserve
the right to review all Internet searches, e-mailcommunications and other activities that
Team Members perform using Hilton's assets.
When you leave Hilton, you must return all
Hilton property.
DO NOT• Use Hilton resources or time to conduct
outside work.
• Use Hilton property to promote your financial
interests or provide benefits to friends orrelatives.
• Use Hilton assets to send, receive, reproduce
or access unlawful materials or illegally
copy software, music, books or other legally
protected works.
DO• Protect Hilton property from misuse, damage,or theft.
• Ensure that travel and expenditures on behalfof Hilton are undertaken with appropriate
approval and documentation.

Business Travel and Expense
Reimbursement Policy

We all must protect Hilton's assets by using
them responsibly, efficiently and in a mannerconsistent with Hilton’s policies. Hilton's
assets include items like our properties, cash,
company-issued credit cards, equipment andsupplies, as well as our technology assets andintellectual property.

CLICK HERE FOR MORE INFORMATION

10CODE OF CONDUCTPROTECTING AND
USING THIRD PARTY
INFORMATION
Hilton is committed to safeguarding andhandling third party information in accordancewith applicable laws and contractual
obligations, and in a manner that protects
privacy and preserves trust. We will not
improperly obtain, have or use proprietary,confidential or trade secret information of
our competitors or other third parties, suchas vendors, suppliers, owners and former
employers. In addition, we will only collect,safeguard and use personal information inaccordance with laws and in order to fulfill
legitimate business purposes.
Examples of sensitive third party
information include:• Strategic plans and presentations;• R FP, RFI or RFQ responses;• N on-public information about business
partners, customers, and vendors;• I nformation subject to a non-disclosureagreement;• A ny third party information marked
confidential or proprietary or similarly marked
materials;

QUESTIONS AND ANSWERS
A new Team Member who came to Hilton
from another Hospitality company mentionedthat he could modify some strategic planningmaterials that he prepared for his former
employer to save time in pulling together
a Hilton presentation. Would he be doing
anything wrong?
Yes. Team Members are strictly prohibited frompossessing confidential materials from theirformer employers, and Hilton’s onboarding
procedures require new Team Members tocertify that they have no such information.
This matter should be reported to the Legal
Compliance Team immediately.
Recently, my favorite celebrity stayed at a
hotel where I am the Front Desk Manager. The
celebrity agreed to take a picture with me. Can I
post the picture on my social media site?
No. We take the privacy of our guests seriously
and protect their personal information as if
it were our own. Information, including thefact that the celebrity was our guest, must be
protected and should not be shared publicly.
DO NOT• Use any third party confidential informationthat you may have from a former employer
or that you may receive improperly or
inadvertently during the course of business.

• A ny material on the letterhead or containing
logos or other owned marks of a third party
that is not publicly available;• Solicit confidential information from athird party except pursuant to an express
agreement and in consultation with
Hilton Legal.

• P rivate information about guests; and,DO

• P
 ersonally identifiable information (e.g., social
security numbers and credit card information)of guests and business partners.

• Be mindful of the various sources by which
third party confidential information may
come to Team Members and systems.
• Immediately contact the Legal ComplianceTeam if you are concerned that you may havereceived unauthorized third party confidential
information.

CODE OF CONDUCT• Immediately report to ISC@hilton.com
any concern that personal information in
Hilton’s custody or control has been acquired,modified, used, disclosed or accessed byany unauthorized person, or by any person
in an unauthorized manner or for an
unauthorized purpose.

11

PROTECTING AND
USING HILTONINFORMATIONDO NOT

Hilton also has a strong interest in protecting
its own information. Team Members must
not disclose Hilton’s confidential information
except when disclosures are authorized orlegally required. Confidential information
includes all non-public information thatmight be of use to competitors, or harmful
to Hilton or its customers, if disclosed.
Team Members should be mindful of how
they store and share Hilton confidential
information and should maintain all Hilton
business records in accordance with
Hilton’s records retention policies.

• Disclose confidential Hilton information
to third parties without a non-disclosureagreement.

Examples of information that must be
protected from disclosure include:• Confidential information about Hilton’s
property developments, business operations,or financial performance;• C ompetitive information, including pricing,occupancy rates, and promotional strategies;• I nformation about potential innovations in
Hilton hotels or brands;• T he terms and structure of Hilton’s customer
and vendor contracts and financing
agreements;• I nformation related to Hilton software,
databases and other systems, including theirstructure and content;• C ustomer lists; and,• I nformation marked confidential, privileged,or proprietary.

• Disclose confidential Hilton information to
those who do not have a business need toknow the information.

• Forward or share information marked “legallyprivileged” or the like with colleagues outside
Hilton or colleagues inside Hilton who do nothave a need to know without first seeking
guidance from Hilton Legal.
NOTE: For purposes of these examples,
confidential Hilton information does notinclude information lawfully acquired by nonmanagement Team Members concerning
wages, hours or other terms and conditionsof employment, if used by them for purposes
protected by the National Labor Relations
Act. Under that law, non-management Team
Members have the right to discuss with others
their terms and conditions of employment.
DO• Maintain Hilton’s confidential information
in a secure manner, so that it can only beaccessed by those who need the information
to perform legitimate business activities.
• Clearly mark documents containing
confidential Hilton information as“Confidential and Proprietary.”• Immediately notify the Legal ComplianceTeam if you believe confidential Hilton
information has been lost, misplaced,
accessed by an unauthorized person or
inadvertently disclosed.

Confidential Information andTrade Secrets Policy

Information Privacy Policy
Records Management Policy

CLICK HERE FOR MORE INFORMATION

12CODE OF CONDUCTCOMMUNICATINGABOUT HILTON
As a publicly-traded company, Hilton iscommitted to providing accurate andcomplete information to the public incompliance with legal requirements andconsistent with our Vision, Mission, and Values.
Only authorized spokespersons of Hilton
may communicate on behalf of the Company
concerning Hilton’s official position on topics
such as financial performance, businessstrategy, development plans, operations status,
legal matters and public policy issues.
Hilton has designated particular Team
Members who are authorized to act
as representatives of Hilton in sharing
information with the news media, government
officials, shareholders, analysts and otherkey stakeholders. Requests for financial orother information that are directed to Hilton
from the media, the financial community,
shareholders or the public should be referred
to Corporate Communications. Requests
for information that are directed to Hilton
from regulators or the government should bereferred to Hilton Legal.

SOCIAL MEDIA

Using social media – platforms such as
Twitter, Facebook, Instagram, LinkedIn andothers – is a great way to communicate withothers. When using social media that is in
any way connected with Hilton, you must
follow the law and Hilton policies.
Never use social media to harass or
discriminate against other employees
or guests. And if you are posting about
Hilton, you should be transparent anddisclose your relationship to the Company.
And remember that you may not speak
on behalf of Hilton concerning Hilton’s
official positions on topics such as financial
performance or other issues unless you areauthorized to do so..

CODE OF CONDUCTDO NOT• Comment on Hilton’s behalf or speak as
a Hilton representative in response to
any inquiries or rumors regarding Hilton’s
financial performance, business strategy, orother confidential information unless you are
an authorized Hilton spokesperson.
DO• Refer inquiries directed to Hilton about
matters such as Hilton’s financial
performance, business strategy, or otherconfidential information to an authorized
spokesperson.
• Continue to conduct ordinary course, routine
business communications with other Team
Members and outside parties regarding
topics that do not include confidential
information.

Public Communications, Public
Disclosure and Regulation FD Policy

External Communications Policy
Confidential Information andTrade Secrets Policy

QUESTIONS AND ANSWERS
I recently saw a review on a travel website that contained completely false
information about our hotel. Can I respondto the reviewer so that I can correct this?
No. While your intentions are good, only
authorized individuals may speak for Hilton
on travel sites or in other official ways. You
should instead notify The Communications
Department about the review so that
Hilton can respond if appropriate.

13

INSIDER TRADING
In the course of your job, you may learn ofmaterial information about Hilton or othercompanies before it is made public. This isoften referred to as “inside information.” Using
this information for your personal benefit (bybuying or selling securities) or sharing thisinformation with others is a violation of thisCode and possibly the law. This prohibition
applies to the buying or selling of securities
of any company about which you have inside
information, not just Hilton. This prohibition
also applies to sharing material non-public
information with anyone else who may buy orsell securities based on inside information. In
short, do not act on inside information yourself,
and do not share that information with others.
Team Members whose business activities
or position within Hilton exposes them tomaterial non-public information may besubject to additional requirements related tothe buying or selling of securities. Such Team
Members must abide by those requirements.

DO NOT• Purchase, sell or donate securities of Hilton
or another company while aware of material
non-public information.
• Disclose any material non-public information
to any person inside or outside of Hilton
who does not have a business need to know
the information.
DO• Pay close attention to Hilton notifications of
trading restrictions.
• Notify Hilton Legal immediately in the eventof an unintentional disclosure of material nonpublic information.

Insider Trading Policy

Material information includes information that
could be important for an investor to consider
in making a decision about whether to buy
or sell securities. Such information may not
be shared or used for personal investment
decisions when it has not yet been madegenerally available to the investing public.
Examples of material non-public information
include key financial information andresults, big changes at Hilton (such as
mergers and acquisition or new brands),
and important legal developments.

FOR ADDITIONAL EXAMPLES

14CODE OF CONDUCTBUSINESS
COURTESIESGiving or accepting gifts, meals, travel,
entertainment, favors or other items ofvalue (“business courtesies”) is often a partof building business relationships. However,these business courtesies can also improperly
influence our business decisions, and they
can create the appearance of impropriety.
Never give or accept a business courtesy
that could influence your judgment onbehalf of Hilton. And use good judgment
to avoid even the perception that any
business courtesy has influenced or isintended to influence business judgment.
Generally speaking, you may accept or offer
business courtesies so long as they are:• Legal;• C ustomary and commonly accepted;• I ntended to promote successful working
relationships with persons or firms
with whom Hilton maintains or may
establish a business relationship;• N ot excessive in value;• A ppropriate for the job
function of the recipient;• N ot associated with purchasing, procurement
or contracting decisions; and,• G iven and accepted without an express or
implied understanding that the recipient is in
any way obligated by acceptance of the gift.
Entertainment or gifts that are extravagant
in value or exclusive in nature (such as
Super Bowl, Golf Masters or World Cuptickets) should not be accepted without
prior approval from the Legal ComplianceTeam in consultation with management tocarefully consider the nature of the business
relationship with the entity/individual making
the offer and the business role of the Hilton
recipient. In general, Hilton should be solely
responsible for the travel and lodging expenses
associated with these exclusive events.

CODE OF CONDUCTStricter standards apply to business courtesies
when they involve government officials. Hilton
Team Members may never offer, promise,
pay or authorize anything of value to agovernment official or state owned entity
unless permitted to do so by Hilton policies.
For additional information on Hilton’s policies
regarding business courtesies to government
officials, see the section of this Code regarding
Bribery and Other Corrupt Practices below.
Team Members must never request gifts orsolicit favors from business partners. When
excessive gifts are received, the item must
be returned with a clear explanation thatthe gift violates Hilton’s business courtesies
policy. If you are concerned that refusing or
returning a gift that violates Hilton’s policies
may cause offense, you should consult
the Legal Compliance Team for guidance.
It may be appropriate for the item to be
donated to a charity or displayed at a Hiltonsite. Hilton encourages Team Members
to share consumable gifts that meet the“reasonable and not excessive” standard (suchas food baskets) in a common work area.
Team Members may never accept offers of
expense-paid trips for pleasure from persons
or firms that Hilton does or seeks to dobusiness with. Hilton business trips are just
that: trips intended to conduct Hilton businessor develop Hilton business relationships.
As a result, only Hilton should pay forthe travel and lodging expenses ofTeam Members while on Hilton businesswith the following exceptions:• Travel incident to the business event, suchas transportation between meeting sites.
• Travel and lodging in connection with anindustry event, professional association,or similar occasion where the organizer
is not a business partner of Hilton.
• Travel and lodging offered to a Team
Member as a presenter at a conference
where all presenters are offered thesame as a matter of course.

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15

Team Members whose job function
customarily involves receipt of unsolicitedtips or gratuities (such as valet, bell captain,
restaurant worker, guest room attendant andhousekeeper) may accept unsolicited gifts
and gratuities from guests and customers
in connection with job performance. No
Team Member who has control over theterms of doing business with the individual
making the offer may accept any tip or
gratuity. In any event, Team Members areprohibited from soliciting tips or gratuities.
QUESTIONS AND ANSWERS
I travel to a lot of different countries on behalfof Hilton, and I sometimes feel that I must
accept a gift that may violate Hilton’s policyin order not to offend the people I am visiting.
What should I do?
You should use your best judgment in suchsituations. If you feel that you cannot decline
a gift without offending the giftgiver, thenyou may accept the gift on behalf of Hilton
and disclose the situation to your supervisor
and the Legal Compliance Team. The Legal
Compliance Team will then assist you in dealing
with the situation. It may be appropriate todisplay the gift at one of our sites or to donate
it to charity.

NEVER ACCEPTABLE
You should not give or accept a businesscourtesy if:• It violates the law.
• It might be construed as a condition forsomething in return or as a bribe or payoff.
• It may be associated with ongoingcommercial negotiations.
• It involves sexually inappropriate or offensive
content (for example, taking a customer to a
strip club).
• It involves cash or a cash equivalent(such as a gift certificate).
• It violates Hilton’s or the recipient
employer’s policies.
• It is part of a pattern of gifts or entertainment
offered frequently by the same supplier.
USUALLY ACCEPTABLE
Common business courtesies that are usually
okay and do not ordinarily require priorapproval include:• Occasional meals with business partners.
• Occasionally attending sports and othercultural events with business partners, if
the business partner is in attendance andbusiness is discussed.
• Occasionally accepting reasonable andcustomary gifts.
• Accepting promotional items of nominal value
such as pens, notepads and coffee mugs.

Anti-Corruption Policy

16

CODE OF CONDUCTCONFLICTS OF
INTERESTA conflict of interest occurs when a Team
Member’s personal interests interfere orappear to interfere with their duties on behalfof Hilton. Team Members’ business decisions
must be governed by sound judgment andobjectivity, free from the influence of personal
interests. Even the appearance of a conflictof interest can be harmful to Hilton’s business
reputation. Team Members have a duty to
avoid situations that could cause someone
to question their judgment or objectivity,
and an obligation to disclose potential
conflicts in every aspect of their jobs.
Conflicts may arise from a numberof areas. Common conflicts thatmust be disclosed include:• Outside employment with, or having
family members who are employed by,suppliers and other business partners.
• P ersonal investments in a company
that already is or seeks to become asupplier or business partner of Hilton.
• S erving as a Board Member, director, officer,
employee or consultant to an outsidebusiness entity, including a non-profit,that has the potential to compete with or
do business in areas related to Hilton.
Serving as a Board Member of a publicly
traded company may raise additional risks.
Team Members must alert their supervisorand seek advice from the Legal ComplianceTeam prior to accepting any such position.
Team Members may not use or attempt
to use their position with Hilton to obtain
any improper benefits for themselves,
their families, or anyone else. For example,
Team Members may not direct businessto a company that is owned by a family
member or close personal friend or use theirposition with Hilton for personal benefit.

CLICK HERE FOR MORE INFORMATIONCODE OF CONDUCTQUESTIONS AND ANSWERS
We are looking for a company to supply ourhotel with waste removal services. We’ve
already spent a lot of time looking. My brotherowns a company that provides just this type ofservice, and I know that he would give us a gooddeal. Can’t we just use his company?
No. Hiring a company that your brother owns
creates a conflict between your desire to get
the best deal for Hilton and your desire to help
your brother. If, however, you disclose yourrelationship with your brother’s company andremove yourself from the selection process, it
may be possible for his company to compete
for the business along with other vendors, solong as no one who reports to you is involvedin the selection process and you have approval
from the Legal Compliance Team to submit his
company’s name to the appropriate parties
for consideration.
DO NOT• Own or participate in a business that operates
in a competing or complementary businessarea with Hilton.
• Take part in a Hilton business decision thatinvolves a company with which you or yourfamily members have a personal affiliation(as an owner, an investor, a consultant or an
employee).
• Take part in a Hilton decision that involves
hiring or supervising a family member.
• Borrow money from any company or
person doing or seeking to do businesswith Hilton where doing so could
create a risk of, or the appearance of,
impropriety or lack of objectivity.
DO• Avoid situations that could make someone
question your judgment or objectivity on
behalf of Hilton.
• Disclose potential conflicts immediately.

Family and Personal Relationships
in the Workplace Policy

17

PURCHASING
PRACTICES
We strive to be fair and impartial in our dealings
with suppliers and contractors. Purchasing
decisions must be based on legitimate, defined
criteria, including quality, service levels andprice. We honor the terms and conditionsof contracts, pay in a timely manner, andprotect the confidential and proprietary
information of suppliers and contractors.

CORPORATEOPPORTUNITIESDo not use Hilton property or informationor your position with Hilton for personal gain.
Do not compete against Hilton. Team Members
have a duty to advance Hilton’s businessinterests whenever the opportunity arises.
You must not take personal advantage of (ordirect a third party to) a business opportunitythat is discovered through your position
or use of Hilton property or information.

BRIBERY AND OTHERCORRUPT PRACTICES
Bribery is never okay. Hilton strictly
prohibits Team Members from giving,offering, promising or authorizing anythingof value to any person for the purposeof improperly influencing official action
or gaining an improper advantage.
Hilton does not bribe, and we comply with alllaws prohibiting bribery and other corrupt
practices. As a U.S. based company, Hilton’sbusiness operations around the world mustcomply not only with local anti-corruption
laws, but also with laws that globally apply to
Hilton’s business activities, such as the U.S.
Foreign Corrupt Practices Act and the U.K.
Bribery Act. These laws prohibit Hilton fromoffering or giving “anything of value” to agovernment official or their family members
to influence that person in his or her official
duties or to encourage unlawful conduct.

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18

Under anti-bribery laws, the definition of a“government official” is broad. It includes
anyone acting on behalf of a government or
government agency (including government
employees) and employees of governmentowned business, such as state-owned airlines.
Government officials can include
any of the following:• any person acting in an official capacity for oron behalf of any government or government
agency, including government employees;• politicians, political party officials
and candidates for public office;• the judiciary; and• directors, officers and employees ofstate-owned commercial enterprises,
such as state-owned airlines.
Under many anti-bribery laws, “anythingof value” includes both cash and non-cash
benefits such as travel, complimentaryrooms and even charitable donations.
Illegal payments could consist of
any of the following – or anythingelse of value to the recipient:• Cash or cash equivalents, such as belowmarket loans or gift certificates;• Travel;• Complimentary rooms or upgrades;• Hilton Honors points or status upgrades;• Entertainment such as golf outingsor tickets to sporting events;• Political or charitable donations; and,• Offers of employment or internships.
The prohibition against bribery also applies
to activities undertaken by third parties onbehalf of Hilton. In other words, our agentsand business partners may not bribe on ourbehalf. When engaging business associates
who will interact with government officials
on Hilton’s behalf, conduct appropriate due
diligence so that we select organizations
that will meet our high standards.

CODE OF CONDUCT

Hilton also prohibits all commercial bribes
and kickbacks. We do not bribe government
officials, business partners or anyone else.
Hilton maintains a system of internal controls
to prevent and detect improper payments.
Team Members must accurately record allbusiness transactions and keep complete
books and records of business expenditures.
DO NOT• Offer or give a payment, gift or anythingof value to a government official
or anyone else to influence official
action or commercial activities.
• Authorize or approve a business
partner or any third party to make abribe for the benefit of Hilton.
• Use your personal funds to pay a bribe togovernment officials or anyone else.
DO• Conduct due diligence prior to engaging
any business partner who may interact withgovernment officials on behalf of Hilton.
• Notify the Legal Compliance Team
immediately in the event of a concern
about improper payments.

Anti-Corruption Policy

CREATING AND
MAINTAINING
ACCURATE BUSINESSRECORDSAt Hilton, we make full, fair, accurate, timely
and understandable disclosures in allreports and documents that we file with,or submit to, the Securities and Exchange
Commission, state agencies, and in any otherpublic communications that we make.

Accurate business records are essential tomaintaining the trust of our stakeholders.
In addition, as a public company, Hilton
is subject to a number of laws andregulations that govern our businessrecords, including U.S. securities laws.
We must record Hilton’s activities accurately
and in compliance with Hilton policies,
practices and standards. This includes
financial information and operational
information. Untrue information that
directly or indirectly portrays inaccurate
business performance is never acceptable.

PROVIDING ACCURATE
INFORMATION TO THE
GOVERNMENT
In performing our jobs, we always provide
current, complete and accurate information
to any and all government agencies. False,
incomplete, inaccurate or misleading
representations or certifications may
result in serious legal risks both for theindividual involved and for Hilton.

COMPLIMENTARY
TREATMENT AND
ENTERTAINING OF
UNION OFFICIALS
U.S. law prohibits Hilton, its representatives,or Team Members acting in the interestsof Hilton from providing U.S. labor unions,
officials or their representatives, with moneyor other things of value except under narrowand specifically authorized circumstances.
This prohibition extends to items provided
using a Team Member’s personal funds, but it
does not prevent Team Members from lawfully
supporting a labor union through the paymentof dues, fees, or lawful assessments. Violations
may result in civil or criminal penalties for
Hilton and individual Team Members.

Complimentary Treatment & Entertaining
for Union Officials Policy

CODE OF CONDUCT19GLOBAL
CITIZENSHIP
Hilton’s Values serve as our foundation
everywhere we do business.
We conduct Hilton business in a way that honors Hilton’s respect
for the communities where we operate and our commitment to
do what’s right, all the time. Our corporate citizenship strategy
Travel with Purpose balances the long-term needs of our businesswith current and future needs of the communities we serve.

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CODE OF CONDUCTHUMAN RIGHTS
Hilton complies with the employment andlabor laws in every country and region inwhich we operate. We respect and support
fundamental human rights for all people,
and we are never complicit in human rights
abuses. We expect our suppliers andbusiness partners to commit to the same.
This means, among other things, that:• We will not employ individuals who areunder 15 years of age or the lawful ageof employment (whichever is higher)
in any country in which we operate.
• We will comply with all wage andcompensation requirements as defined underapplicable laws and regulations, including
those relating to minimum wages, and at aminimum provide legally mandated benefits.
• We will not exceed maximum hours ofwork defined by applicable law and willappropriately compensate overtime.
• We will not use forced labor, including prison,bonded or debt labor, physical punishment
or abuse, slave labor or trafficked persons.
Forced labor includes coercion such as
threats, violence, and the retention of identity
documents or non-payment of wages thattraps a worker in a job they might otherwise
want to leave. Workers must consent toemployment and have the freedom toleave at any time, with reasonable notice.
• We respect the ability of Team Members to
exercise their lawful right of free association.
• We respect the lawful rights of our Team
Members to choose (or not choose)collective bargaining representation.
• We are committed to the health andsafety of our Team Members andcomply with all applicable healthand safety laws and guidelines.

DO• Conduct due diligence on labor agencies
to make sure they are licensed and meet
Hilton standards prior to hiring contractors
and Team Members through them.
• Notify the Legal Compliance Team
immediately in the event of a concern aboutlabor trafficking, forced or bonded labor.
DO NOT• Allow employees or contractors to pay
recruitment fees. If it is found that fees
have been paid, report the matter to Human
Resources or the Legal Compliance Team.
• Ask to control employee personalbank accounts for any reason.
Hilton is a proud signatory of the United
Nations Global Compact. We recognize thatcompanies have a responsibility to respecthuman rights across their operations as set
out in the UN Guiding Principles on Businessand Human Rights and as defined in the
Universal Declaration of Human Rights.

PROHIBITION AGAINSTHUMAN TRAFFICKING
Hilton condemns all forms of humantrafficking and commercial exploitation,
including the sexual exploitation of men,
women or children. As signatories of the
ECPAT Tourism Child-Protection Code of
Conduct, we are fully committed, in each andevery one of the markets in which we operate,
to protecting individuals from all forms ofabuse and exploitation. We expect our Team
Members as well as our business partners to
help us meet this commitment. Sex trafficking
and sexual tourism is a large and growing
problem worldwide, and Hilton prohibits any
Hilton property, product, or service frombeing used in any manner that supports or
enables any form of abuse and exploitation.

CLICK HERE FOR MORE INFORMATIONCODE OF CONDUCT

21

COMMITMENT TO
THE ENVIRONMENT
Protecting the environment is a top priorityfor Hilton. Responsible environmental
activity is good for both our business and thecommunities we serve. Hilton is committed tocomplying with all applicable environmental
laws and regulations wherever we do business.
We expect Team Members to properly
handle, store and dispose of all hazardous
materials and wastes, and to comply with allenvironmental permits that apply to Hilton
equipment, operations or facilities.

COMMITMENT TOOUR COMMUNITIESAs a world leader in travel and tourism,
Hilton recognizes our responsibility to createshared value wherever we do business. We
actively support a wide variety of issues
and organizations in our communities andencourage all of our Team Members tovolunteer or otherwise participate in theeconomic and social development of theirlocal communities.
Our mission is to be the most hospitablecompany in the world, notably by creating a
positive impact in our communities. It comesto life through responsible operations andmeaningful local engagement.

BOYCOTTS
As a U.S. based company, Hilton’s business
operations worldwide must comply with U.S.
antiboycott rules. These antiboycott rules may
prohibit us from participating in or cooperatingwith foreign boycotts of countries that are
not approved by the U.S. government (suchas the Arab League boycott of Israel). U.S.
antiboycott rules also impose regular reporting
requirements with respect to the receipt of any
boycott-related requests (such as a question
about whether Hilton does business with Israeli
companies), often even if complying with such
requests would otherwise be permissible.
QUESTIONS AND ANSWERS
What are some examples of boycott requests
that we cannot comply with and must report?
Examples of boycott requests include
the following:• Certify that certain goods are not ofIsraeli origin.
• Certify that Hilton does not have an office
in a boycotted country.
• Do you have an office in Israel?
• Identify the race, religion and sex of all
employees who will work on this project.

Antiboycott Policy

Corporate Responsibility Policy

One of Hilton’s core Values
is Leadership. We areleaders in our industry
and in our communities.

22

CODE OF CONDUCTTRADE EMBARGOESAND EXPORTCONTROLS
Hilton is committed to conducting its businessin compliance with all applicable trade andfinancial sanctions imposed by the United
Nations, United States, European Union andother authorities. As a U.S. based company,
Hilton’s business operations in countries
outside the U.S. must comply not only withlocal sanctions but also take into account U.S.
sanctions, which frequently apply to activities
and persons outside the U.S.
Sanctions restrict our ability to do businesswith certain individuals and entities. Hilton’sdecisions to do business with various partners
are guided by applicable law, our Values andour interest in protecting our Team Members
and reputation.
QUESTIONS AND ANSWERS
How do I know if I am dealing with acounterparty that is subject to sanctions?
A good place to start is with the U.S.
government’s Office of Foreign Assets
Control (“OFAC”) list of Specially DesignatedNationals (“SDNs”) that are subject tosanctions. You can find the most current
version of the SDN List in searchable format
at http://sdnsearch.ofac.treas.gov.
Non-U.S. operations may also be restrictedfrom engaging in transactions involving
parties designated under local sanctions lists(e.g., European Union Designated Parties).
In addition, certain countries are subject tovery broad sanctions programs that prohibit
Hilton from engaging in transactions with any
companies or individuals located or basedin such countries, the governments of thesecountries or any entities owned, controlled
by or acting on behalf of those governments.
Hilton business travel to these countries isalso not permitted. The current list of suchcountries can be found in the Hilton Trade
Sanctions Policy.

DO NOT• Proceed with a transaction prior to checking
the counterparty against the OFAC SDN list.
• Proceed with a transaction where thecounterparty may be linked to a country thatis subject to broad sanctions prohibitions.
DO• Take the time to know our potential business
partners – who they are, what they do, where
they are based and how they will interact with
Hilton — in order to avoid becoming involvedin a prohibited transaction without realizing it.
• Search the name of the potential business
partner against the OFAC SDN List anddetermine whether the counterparty has anaddress in or a national ID issued by a country
subject to broad sanctions prohibitions.

Trade Sanctions Policy

ANTI-MONEY
LAUNDERINGTeam Members are prohibited from engaging
in or facilitating transactions anywhere in theworld that involve funds that were derived
from illegal activities. Hilton must comply withall applicable anti-money laundering laws andregulations of the U.S. and all other countries
where we do business. We must carefully
scrutinize all payments and transactions withcustomers, vendors, business partners, agentsand affiliates. We will not accept any paymentsthat appear to have come from illegal activities.
Involvement in money laundering activities canseverely damage our good reputation, and can
expose Hilton and Team Members to penalties
that include severe fines and imprisonment.

CLICK HERE FOR MORE INFORMATIONCODE OF CONDUCT23

POLITICALINVOLVEMENTTeam Members may not make politicalcontributions or expenditures on behalf of
Hilton or involve Hilton in political activities ofany kind without prior approval. This includes
the use of Hilton’s name, funds, assets orservices, as well as activities performed while
on Hilton paid time. Hilton participates in U.S.
federal elections through our Political Action
Committee.
While Hilton encourages Team Members’
personal participation in political activities,
such participation must be on non-working
time, without the use of Hilton resources
unless otherwise authorized, and in a mannerthat does not suggest Hilton sponsorshipor approval. Hilton will not reimburse Team
Members for any such personal contributions.
QUESTIONS AND ANSWERS

GOVERNMENTRELATIONS ANDCOMPLIANCE WITH
UNITED STATESLOBBYING LAWS
Hilton and Team Members may not engage
in “lobbying” activity without prior approval
from the Hilton Government Affairs Teamand without properly registering andreporting as required by U.S. law. This includes
communicating with government employees
and officials at any level and in any jurisdiction
on issues that affect Hilton or engaging
outside parties or agents to lobby on Hilton’sbehalf. Failure to register Team Members
involved in lobbying and to report theiractivities in accordance with applicable laws
exposes those individuals and Hilton to heavyfines and other penalties.

I gave some money to support a politicalcandidate in my community who is supportiveof several Hilton projects. Will Hilton reimburse
me for my contribution?
No. Hilton encourages you to be active in yourcommunity and the political process. However,Hilton will not reimburse any Team Member for
personal contributions to a political candidate,campaign or party. This includes the price oftickets to dinners, rallies or other functions.

Political Contributions Policy

24

CODE OF CONDUCTADMINISTERING
THIS CODESCOPE OF THE CODENO RIGHTS CREATED

Nothing in this Code is intended to, or will beapplied in a manner such that it will, restrict orinterfere with Team Members’ rights, whereapplicable, to self-organize, form, join or assist
labor organizations, to bargain collectively
through representatives of their choosing,or to engage in other concerted activities forthe purpose of collective bargaining or othermutual aid or protection, or to refrain fromengaging in such activities.

This Code of Conduct and the policies
described in it are not an employment
contract. Hilton does not create any
contractual rights by issuing this Code or
related Hilton policies. In addition, this Codeis not intended to and does not create any
obligations to or rights in any employee, client,supplier, competitor, shareholder or any otherperson or entity.

WAIVERS
Hilton generally will not waive provisions of
this Code. Any Team Member who believes
that a waiver may be called for should contact
the Legal Compliance Team. Do not engage
in any conduct inconsistent with this Code of
Conduct without receiving a waiver in writing.
Any waiver of this Code for executive officers
or directors may be made only by the Boardof Directors or a Board committee. Hilton will
disclose any waivers for executive officers ordirectors as required by law or regulation.

ADDITIONALGUIDANCE

For additional guidance regarding topics
described in this Code, consult Hilton’s
policies and the training resources
available to Team Members at the:SCHOOL OF LAWADOPTED ON MAY 10, 2017