HILTON

Code of Conduct

HILTON

OUR

PURPOSE

PLATFORM

VISION

To 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 creating

heartfelt experiences for Guests, meaningful opportunities for

Team Members, high value for Owners and a positive impact in

our Communities.

VALUES

HOSPITALITY We are passionate about delivering exceptional Guest experiences.

INTEGRITY We do the right thing, all the time.

LEADERSHIP We are leaders in our industry and in our Communities.

TEAMWORK We are team players in everything we do.

OWNERSHIP We are owners of our actions and decisions.

NOW We operate with a sense of urgency and discipline.

Our Purpose Platform consists of Our Vision, Mission and

Values. 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.

CODE OF CONDUCT

TABLE OF

CONTENTS

NEED

HELP?

Who Must Follow This Code Of Conduct?

CULTURE OF INTEGRITY

Our Code Of Conduct – Like Our Company – Is Global

Expectations Of All Team Members

Additional Expectations Of Hilton Leaders

Seeking Guidance

Speaking Up

No Retaliation

Respecting Conﬁdentiality

Investigation Of Reports

Violations Of The Code Of Conduct

Diversity

Safe And Healthy Work Environment

Harassment-Free Workplace And Non-Discrimination

OUR TEAM MEMBERS

Fair Dealing

Advertising And Marketing

Protecting And Using Third Party Information

Competition And Antitrust

Protecting Hilton's Assets

Protecting And Using Hilton Information

Communicating About Hilton

Social Media

Insider Trading

Business Courtesies

BUSINESS ETHICS

Conﬂicts Of Interest

Purchasing Practices

Corporate Opportunities

Bribery And Other Corrupt Practices

Creating And Maintaining Accurate Business Records

Providing Accurate Information To The Government

Complimentary Treatment And Entertaining

Of Union Ocials

Human Rights

Commitment To The Environment

Prohibition Against Human Tracking

GLOBAL CITIZENSHIP

Trade Embargoes And Export Controls

Commitment To Our Communities

Boycotts

Anti-Money Laundering

Political Involvement

Government Relations And Compliance With

United States Lobbying Laws

Scope Of The Code

No Rights Created

Additional Guidance

Waivers

ADMINISTERING THIS CODE

CODE OF CONDUCT

We are each personally responsible for acting with integrity in

order both to enhance Hilton’s reputation and maintain a healthy

work environment. Integrity means doing what’s right, all the

time, 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 in

compliance 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.

CULTURE OF

INTEGRITY

The reputation of Hilton and each of our Hotels is the key

to our past, present and future success.

CODE OF CONDUCT

WHO MUST

FOLLOW THIS

CODE OF CONDUCT?

This Code of Conduct is applicable to all

employees, ocers, and directors of Hilton

Worldwide Holdings Inc. and its subsidiaries

(collectively, “Hilton”), and to the employees

of all hotels owned, operated or managed by

Hilton. Within this Code, we collectively refer to

all who must follow its principles and policies as

Team Members.

OUR CODE OF

CONDUCT – LIKE

OUR COMPANY –

IS GLOBAL

We believe the diverse backgrounds and

experiences of our Team Members, guests,

suppliers, partners and owners strengthen our

organization. Moreover, we respect the diverse

communities where we live, work and serve

around the globe and strive to address their

local needs.

ADDITIONAL

EXPECTATIONS OF

HILTON LEADERS

In addition to the expectations that apply to

all Team Members, Hilton leaders have

additional responsibilities under this Code.

Hilton leaders must:

• Demonstrate the highest standards of

integrity – set the right example, and others

will follow your lead.

• Create a culture of compliance and ensure

that Team Members understand that

business results are never more important

than acting legally and ethically.

• Discuss ethics and compliance topics with

Team 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, and

be 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 conﬁdentiality

of investigations as needed.

SEEKING GUIDANCE

This 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 with

the law. If you have questions about the Code

or applicable laws or regulations, consult

• Your direct supervisor

• Your next level manager

• Human Resources representative

• The Legal Compliance Team

EXPECTATIONS

OF ALL TEAM

MEMBERS

As 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 and

policies that govern your work, and

comply with them.

• Ask questions and seek guidance

when you are uncertain about the

right course of action.

• Report issues or concerns

when they arise.

One of Hilton’s core Values

is Integrity. We do the

right thing, all the time.

CODE OF CONDUCT

SPEAKING UP

Team Members are expected to report

suspected 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 raise

compliance concerns:

In your workplace

You can report issues directly to the Hilton

Hotline (see section “Reporting to the Hilton

Hotline” below.) Alternatively, you can report

issues to:

• Your direct supervisor

• Your next level manager

• Human Resources representative

• Any other Hilton leader

They will help ensure that your concern is

routed to the Legal Compliance Team for review

and response.

Reporting to the Hilton Hotline

• Online at www.HiltonHotline.com

• By telephone 24 hours a day, 7 days a week

(refer to the Hotline website and

printed 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, some

countries limit the types of issues that can be

reported to the Hotline and whether reports

can be made anonymously. Of course, Hilton

respects the local laws that govern our Hotline.

One of Hilton’s core Values is

Ownership. We are the owners

of our actions and decisions.

NO RETALIATION

At Hilton, we strive to create a culture in

which Team Members can ask questions

and raise concerns without fear of

retaliation. Hilton prohibits retaliation

against anyone for seeking advice, reporting

a concern in good faith or assisting in an

investigation. Subject to applicable law,

Team Members found to have engaged in

retaliation may be cause for disciplinary

action, up to and including termination.

RESPECTING

CONFIDENTIALITY

Hilton will take steps to protect the

conﬁdentiality of anyone who makes a

good faith report of an actual or suspected

violation, where appropriate and to the extent

reasonably possible.

INVESTIGATIONS

OF REPORTS

At Hilton, we take reports of suspected

misconduct seriously. We timely investigate

reports as appropriate, and we maintain

conﬁdentiality where appropriate and to the

extent possible, consistent with our need

to conduct an investigation and follow up

on any concerns. It is important that Team

Members promptly report if they believe that

a 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, you

must cooperate with Hilton’s investigators and

answer questions fully and truthfully.

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

VIOLATIONS OF THE

CODE OF CONDUCT

Subject to applicable law, any violation of the

laws or policies described in this Code, or other

improper and unlawful conduct, may subject a

Team Member to disciplinary action, up to and

including 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 not

promptly 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 that

something illegal or unethical is occurring

or has occurred. The only reports that you

shouldn’t make are those you know to be

intentionally false or inaccurate.

What happens when I call the Hilton Hotline?

Calls to the Hilton Hotline are answered by a

call specialist who works for the independent

company that operates the Hotline. That

person will listen, ask you some questions, and

make a detailed report of your call. The outside

service will then forward the information to the

Legal 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 through

the reporting system to the Legal Compliance

Team. Every eort will be made to give your

call a timely response. If an investigation is

undertaken, Hilton will see that corrective

action is taken, as appropriate.

Each of us is responsible for putting this Code

to 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 dicult

decisions. When in doubt, ask!

When faced with a decision-making dilemma,

ask yourself the following questions. If you

cannot answer “yes” to each and every one of

them, 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 course

of action, consult your supervisor, the Legal

Compliance Team, or the other resources

discussed in this Code.

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

Always behave in a manner that is consistent with Hilton’s Values in

your 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 and

abide by the Hilton standards and policies.

OUR TEAM

MEMBERS

Every day, in every action we take, Team Members can

have a direct impact on Hilton’s reputation.

CODE OF CONDUCT

DIVERSITY

We are a company of diverse cultures serving

diverse guests. We seek to understand our

unique global communities, and to create an

environment of inclusiveness. We maintain

our 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.

HARASSMENT-FREE

WORKPLACE AND

NON-DISCRIMINATION

Hilton does not tolerate any form of

discrimination or harassment on the basis

of race, religion, color, gender, age, national

origin, sexual orientation, disability or any

other characteristic protected by applicable

law. Any behavior, communication, or other

conduct that creates an environment that is

intimidating, oensive or hostile based on any

protected characteristic, or that otherwise

interferes with any Team Member’s ability to

perform his or her job, is unacceptable.

QUESTIONS AND ANSWERS

What are some examples of prohibited

harassment?

Harassment can take many forms including:

• Written or verbal abuse or threats;

• Unwelcome remarks, jokes, slurs or taunting

of a discriminatory nature;

• Practical jokes based on a protected

classiﬁcation that embarrass or insult

someone;

• Ignoring, isolating or segregating a person

because of a protected classiﬁcation;

• Materials that are of a discriminatory nature

that are displayed publicly or circulated in the

workplace; or,

• Unwanted physical contact.

SAFE AND HEALTHY

WORK ENVIRONMENT

Hilton is committed to the health and safety

of our guests, Team Members and business

colleagues. Safety requires a commitment

from everyone. Hilton does not tolerate

violent conduct or threats of violence among

our Team Members. Hilton is committed to

compliance with environmental, occupational

and health laws. Each Team Member is

responsible for understanding and complying

with all applicable safety and health laws and

guidelines. We are also each responsible for

identifying and responding to health and safety

hazards and security concerns. If you see a

safety hazard, report it immediately.

One of Hilton’s core Values

is Teamwork. We are team

players in everything we do.

Equal Employment Opportunity Policy

Harassment and Violence-Free

Workplace Policy

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

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.

BUSINESS

ETHICS

Hilton has a long history of succeeding through

honest business competition.

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 or

engage in any unfair-dealing practices in our

business activities.

ADVERTISING

AND MARKETING

Our advertising and marketing activities are

truthful, accurate, and not misleading, whether

we are talking about ourselves or about our

competitors. Team Members involved with

or responsible for Hilton marketing and

advertising practices must be familiar with

and comply at all times with applicable laws

regarding these practices.

COMPETITION

AND ANTITRUST

Hilton is committed to complying with all

applicable antitrust and competition laws

and regulations. These laws are designed to

promote 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, such

as prices and occupancy rates. We must never

enter 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 competitors

that could be viewed as even an informal

agreement regarding competitive issues.

• Share non-public, price-related or occupancy-

related information with competitors.

• Enter into agreements with suppliers

or customers that improperly restrict

competition.

• Compete vigorously and fairly with our

competitors.

• Notify the Legal Compliance Team

immediately if you believe that you have

received 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 CONDUCT

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);

• Price lists, discounts, credit terms, or other

terms or conditions of sale;

• Occupancy rates;

• Complimentary room policies;

• Margins, commissions, rebates, promotions;

• Banquet pricing;

• Deposits, surcharges, price ranges, minimum

or maximum prices, or price formulas; and,

• The 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 with

your peers from competitors as long as you

do not exchange information that is subject

to competition laws or conﬁdentiality. A good

rule of thumb is to ask yourself whether what

you are discussing with an industry peer is

the sort of thing you would normally consider

discussing with someone whose objective is to

take business away from you and Hilton. If the

answer is no, avoid the discussion.

PROTECTING

HILTON'S ASSETS

We all must protect Hilton's assets by using

them responsibly, eciently and in a manner

consistent with Hilton’s policies. Hilton's

assets include items like our properties, cash,

company-issued credit cards, equipment and

supplies, as well as our technology assets and

intellectual property.

Technology assets include computers,

software, telephones and networks. Intellectual

property includes items such as trademarks,

trade secrets, copyrights, patents, logos and

conﬁdential or proprietary information. All of

Hilton's assets must be protected from misuse,

damage, or theft, and they should never be

used 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 the

Internet. Where legally permissible, we reserve

the right to review all Internet searches, e-mail

communications 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 or

relatives.

• Use Hilton assets to send, receive, reproduce

or access unlawful materials or illegally

copy software, music, books or other legally

protected works.

• Protect Hilton property from misuse, damage,

or theft.

• Ensure that travel and expenditures on behalf

of Hilton are undertaken with appropriate

approval and documentation.

Business Travel and Expense

Reimbursement Policy

Global Antitrust and Competition Policy

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

PROTECTING AND

USING THIRD PARTY

INFORMATION

Hilton is committed to safeguarding and

handling third party information in accordance

with 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, such

as vendors, suppliers, owners and former

employers. In addition, we will only collect,

safeguard and use personal information in

accordance with laws and in order to fulﬁll

legitimate business purposes.

Examples of sensitive third party

information include:

• Strategic plans and presentations;

• RFP, RFI or RFQ responses;

• Non-public information about business

partners, customers, and vendors;

• Information subject to a non-disclosure

agreement;

• Any third party information marked

conﬁdential or proprietary or similarly marked

materials;

• Any material on the letterhead or containing

logos or other owned marks of a third party

that is not publicly available;

• Private information about guests; and,

• Personally identiﬁable information (e.g., social

security numbers and credit card information)

of guests and business partners.

QUESTIONS AND ANSWERS

A new Team Member who came to Hilton

from another Hospitality company mentioned

that he could modify some strategic planning

materials 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 from

possessing conﬁdential materials from their

former employers, and Hilton’s onboarding

procedures require new Team Members to

certify 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 the

fact that the celebrity was our guest, must be

protected and should not be shared publicly.

DO NOT

• Use any third party conﬁdential information

that you may have from a former employer

or that you may receive improperly or

inadvertently during the course of business.

• Solicit conﬁdential information from a

third party except pursuant to an express

agreement and in consultation with

Hilton Legal.

• Be mindful of the various sources by which

third party conﬁdential information may

come to Team Members and systems.

• Immediately contact the Legal Compliance

Team if you are concerned that you may have

received unauthorized third party conﬁdential

information.

• 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 by

any unauthorized person, or by any person

in an unauthorized manner or for an

unauthorized purpose.

CODE OF CONDUCT

PROTECTING AND

USING HILTON

INFORMATION

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 or

legally required. Conﬁdential information

includes all non-public information that

might 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.

Examples of information that must be

protected from disclosure include:

• Conﬁdential information about Hilton’s

property developments, business operations,

or ﬁnancial performance;

• Competitive information, including pricing,

occupancy rates, and promotional strategies;

• Information about potential innovations in

Hilton hotels or brands;

• The terms and structure of Hilton’s customer

and vendor contracts and ﬁnancing

agreements;

• Information related to Hilton software,

databases and other systems, including their

structure and content;

• Customer lists; and,

• Information marked conﬁdential, privileged,

or proprietary.

DO NOT

• Disclose conﬁdential Hilton information to

those who do not have a business need to

know the information.

• Disclose conﬁdential Hilton information

to third parties without a non-disclosure

agreement.

• Forward or share information marked “legally

privileged” or the like with colleagues outside

Hilton or colleagues inside Hilton who do not

have a need to know without ﬁrst seeking

guidance from Hilton Legal.

NOTE: For purposes of these examples,

conﬁdential Hilton information does not

include information lawfully acquired by non-

management Team Members concerning

wages, hours or other terms and conditions

of 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.

• Maintain Hilton’s conﬁdential information

in a secure manner, so that it can only be

accessed 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 Compliance

Team if you believe conﬁdential Hilton

information has been lost, misplaced,

accessed by an unauthorized person or

inadvertently disclosed.

Conﬁdential Information and

Trade Secrets Policy

Information Privacy Policy

Records Management Policy

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

COMMUNICATING

ABOUT HILTON

As a publicly-traded company, Hilton is

committed to providing accurate and

complete information to the public in

compliance with legal requirements and

consistent with our Vision, Mission, and Values.

Only authorized spokespersons of Hilton

may communicate on behalf of the Company

concerning Hilton’s ocial position on topics

such as ﬁnancial performance, business

strategy, 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

ocials, shareholders, analysts and other

key stakeholders. Requests for ﬁnancial or

other 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 be

referred to Hilton Legal.

DO 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, or

other conﬁdential information unless you are

an authorized Hilton spokesperson.

• Refer inquiries directed to Hilton about

matters such as Hilton’s ﬁnancial

performance, business strategy, or other

conﬁdential 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.

SOCIAL MEDIA

Using social media – platforms such as

Twitter, Facebook, Instagram, LinkedIn and

others – is a great way to communicate with

others. 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 and

disclose your relationship to the Company.

And remember that you may not speak

on behalf of Hilton concerning Hilton’s

ocial positions on topics such as ﬁnancial

performance or other issues unless you are

authorized to do so..

QUESTIONS AND ANSWERS

I recently saw a review on a travel web

site that contained completely false

information about our hotel. Can I respond

to 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 ocial ways. You

should instead notify The Communications

Department about the review so that

Hilton can respond if appropriate.

Public Communications, Public

Disclosure and Regulation FD Policy

External Communications Policy

Conﬁdential Information and

Trade Secrets Policy

CODE OF CONDUCT

INSIDER TRADING

In the course of your job, you may learn of

material information about Hilton or other

companies before it is made public. This is

often referred to as “inside information.” Using

this information for your personal beneﬁt (by

buying or selling securities) or sharing this

information with others is a violation of this

Code 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 or

sell 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 to

material non-public information may be

subject to additional requirements related to

the buying or selling of securities. Such Team

Members must abide by those requirements.

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 made

generally available to the investing public.

Examples of material non-public information

include key ﬁnancial information and

results, big changes at Hilton (such as

mergers and acquisition or new brands),

and important legal developments.

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.

• Pay close attention to Hilton notiﬁcations of

trading restrictions.

• Notify Hilton Legal immediately in the event

of an unintentional disclosure of material non-

public information.

Insider Trading Policy

FOR ADDITIONAL EXAMPLES

CODE OF CONDUCT

BUSINESS

COURTESIES

Giving or accepting gifts, meals, travel,

entertainment, favors or other items of

value (“business courtesies”) is often a part

of 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 on

behalf of Hilton. And use good judgment

to avoid even the perception that any

business courtesy has inﬂuenced or is

intended to inﬂuence business judgment.

Generally speaking, you may accept or oer

business courtesies so long as they are:

• Legal;

• Customary and commonly accepted;

• Intended to promote successful working

relationships with persons or ﬁrms

with whom Hilton maintains or may

establish a business relationship;

• Not excessive in value;

• Appropriate for the job

function of the recipient;

• Not associated with purchasing, procurement

or contracting decisions; and,

• Given 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 Cup

tickets) should not be accepted without

prior approval from the Legal Compliance

Team in consultation with management to

carefully consider the nature of the business

relationship with the entity/individual making

the oer 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.

Stricter standards apply to business courtesies

when they involve government ocials. Hilton

Team Members may never oer, promise,

pay or authorize anything of value to a

government ocial or state owned entity

unless permitted to do so by Hilton policies.

For additional information on Hilton’s policies

regarding business courtesies to government

ocials, see the section of this Code regarding

Bribery and Other Corrupt Practices below.

Team Members must never request gifts or

solicit favors from business partners. When

excessive gifts are received, the item must

be returned with a clear explanation that

the gift violates Hilton’s business courtesies

policy. If you are concerned that refusing or

returning a gift that violates Hilton’s policies

may cause oense, 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 Hilton

site. Hilton encourages Team Members

to share consumable gifts that meet the

“reasonable and not excessive” standard (such

as food baskets) in a common work area.

Team Members may never accept oers of

expense-paid trips for pleasure from persons

or ﬁrms that Hilton does or seeks to do

business with. Hilton business trips are just

that: trips intended to conduct Hilton business

or develop Hilton business relationships.

As a result, only Hilton should pay for

the travel and lodging expenses of

Team Members while on Hilton business

with the following exceptions:

• Travel incident to the business event, such

as transportation between meeting sites.

• Travel and lodging in connection with an

industry event, professional association,

or similar occasion where the organizer

is not a business partner of Hilton.

• Travel and lodging oered to a Team

Member as a presenter at a conference

where all presenters are oered the

same as a matter of course.

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

Team Members whose job function

customarily involves receipt of unsolicited

tips or gratuities (such as valet, bell captain,

restaurant worker, guest room attendant and

housekeeper) may accept unsolicited gifts

and gratuities from guests and customers

in connection with job performance. No

Team Member who has control over the

terms of doing business with the individual

making the oer may accept any tip or

gratuity. In any event, Team Members are

prohibited from soliciting tips or gratuities.

QUESTIONS AND ANSWERS

I travel to a lot of dierent countries on behalf

of Hilton, and I sometimes feel that I must

accept a gift that may violate Hilton’s policy

in order not to oend the people I am visiting.

What should I do?

You should use your best judgment in such

situations. If you feel that you cannot decline

a gift without oending the giftgiver, then

you 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 to

display the gift at one of our sites or to donate

it to charity.

NEVER ACCEPTABLE

You should not give or accept a business

courtesy if:

• It violates the law.

• It might be construed as a condition for

something in return or as a bribe or payo.

• It may be associated with ongoing

commercial negotiations.

• It involves sexually inappropriate or oensive

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

oered frequently by the same supplier.

USUALLY ACCEPTABLE

Common business courtesies that are usually

okay and do not ordinarily require prior

approval include:

• Occasional meals with business partners.

• Occasionally attending sports and other

cultural events with business partners, if

the business partner is in attendance and

business is discussed.

• Occasionally accepting reasonable and

customary gifts.

• Accepting promotional items of nominal value

such as pens, notepads and coee mugs.

Anti-Corruption Policy

CODE OF CONDUCT

CONFLICTS OF

INTEREST

A conﬂict of interest occurs when a Team

Member’s personal interests interfere or

appear to interfere with their duties on behalf

of Hilton. Team Members’ business decisions

must be governed by sound judgment and

objectivity, free from the inﬂuence of personal

interests. Even the appearance of a conﬂict

of 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 number

of areas. Common conﬂicts that

must be disclosed include:

• Outside employment with, or having

family members who are employed by,

suppliers and other business partners.

• Personal investments in a company

that already is or seeks to become a

supplier or business partner of Hilton.

• Serving as a Board Member, director, ocer,

employee or consultant to an outside

business 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 supervisor

and seek advice from the Legal Compliance

Team 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 business

to a company that is owned by a family

member or close personal friend or use their

position with Hilton for personal beneﬁt.

QUESTIONS AND ANSWERS

We are looking for a company to supply our

hotel with waste removal services. We’ve

already spent a lot of time looking. My brother

owns a company that provides just this type of

service, and I know that he would give us a good

deal. 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 your

relationship with your brother’s company and

remove yourself from the selection process, it

may be possible for his company to compete

for the business along with other vendors, so

long as no one who reports to you is involved

in 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 business

area with Hilton.

• Take part in a Hilton business decision that

involves a company with which you or your

family members have a personal aliation

(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 business

with Hilton where doing so could

create a risk of, or the appearance of,

impropriety or lack of objectivity.

• 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

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

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 and

price. We honor the terms and conditions

of contracts, pay in a timely manner, and

protect the conﬁdential and proprietary

information of suppliers and contractors.

CORPORATE

OPPORTUNITIES

Do not use Hilton property or information

or your position with Hilton for personal gain.

Do not compete against Hilton. Team Members

have a duty to advance Hilton’s business

interests whenever the opportunity arises.

You must not take personal advantage of (or

direct a third party to) a business opportunity

that is discovered through your position

or use of Hilton property or information.

BRIBERY AND OTHER

CORRUPT PRACTICES

Bribery is never okay. Hilton strictly

prohibits Team Members from giving,

oering, promising or authorizing anything

of value to any person for the purpose

of improperly inﬂuencing ocial action

or gaining an improper advantage.

Hilton does not bribe, and we comply with all

laws prohibiting bribery and other corrupt

practices. As a U.S. based company, Hilton’s

business operations around the world must

comply 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 from

oering or giving “anything of value” to a

government ocial or their family members

to inﬂuence that person in his or her ocial

duties or to encourage unlawful conduct.

Under anti-bribery laws, the deﬁnition of a

“government ocial” is broad. It includes

anyone acting on behalf of a government or

government agency (including government

employees) and employees of government-

owned business, such as state-owned airlines.

Government ocials can include

any of the following:

• any person acting in an ocial capacity for or

on behalf of any government or government

agency, including government employees;

• politicians, political party ocials

and candidates for public oce;

• the judiciary; and

• directors, ocers and employees of

state-owned commercial enterprises,

such as state-owned airlines.

Under many anti-bribery laws, “anything

of value” includes both cash and non-cash

beneﬁts such as travel, complimentary

rooms and even charitable donations.

Illegal payments could consist of

any of the following – or anything

else of value to the recipient:

• Cash or cash equivalents, such as below-

market loans or gift certiﬁcates;

• Travel;

• Complimentary rooms or upgrades;

• Hilton Honors points or status upgrades;

• Entertainment such as golf outings

or tickets to sporting events;

• Political or charitable donations; and,

• Oers of employment or internships.

The prohibition against bribery also applies

to activities undertaken by third parties on

behalf of Hilton. In other words, our agents

and business partners may not bribe on our

behalf. When engaging business associates

who will interact with government ocials

on Hilton’s behalf, conduct appropriate due

diligence so that we select organizations

that will meet our high standards.

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

Hilton also prohibits all commercial bribes

and kickbacks. We do not bribe government

ocials, business partners or anyone else.

Hilton maintains a system of internal controls

to prevent and detect improper payments.

Team Members must accurately record all

business transactions and keep complete

books and records of business expenditures.

DO NOT

• Oer or give a payment, gift or anything

of value to a government ocial

or anyone else to inﬂuence ocial

action or commercial activities.

• Authorize or approve a business

partner or any third party to make a

bribe for the beneﬁt of Hilton.

• Use your personal funds to pay a bribe to

government ocials or anyone else.

• Conduct due diligence prior to engaging

any business partner who may interact with

government ocials on behalf of Hilton.

• Notify the Legal Compliance Team

immediately in the event of a concern

about improper payments.

CREATING AND

MAINTAINING

ACCURATE BUSINESS

RECORDS

At Hilton, we make full, fair, accurate, timely

and understandable disclosures in all

reports and documents that we ﬁle with,

or submit to, the Securities and Exchange

Commission, state agencies, and in any other

public communications that we make.

Accurate business records are essential to

maintaining the trust of our stakeholders.

In addition, as a public company, Hilton

is subject to a number of laws and

regulations that govern our business

records, 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 the

individual involved and for Hilton.

COMPLIMENTARY

TREATMENT AND

ENTERTAINING OF

UNION OFFICIALS

U.S. law prohibits Hilton, its representatives,

or Team Members acting in the interests

of Hilton from providing U.S. labor unions,

ocials or their representatives, with money

or other things of value except under narrow

and 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 payment

of dues, fees, or lawful assessments. Violations

may result in civil or criminal penalties for

Hilton and individual Team Members.

Anti-Corruption Policy

Complimentary Treatment & Entertaining

for Union Ocials Policy

CODE OF CONDUCT

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 business

with current and future needs of the communities we serve.

GLOBAL

CITIZENSHIP

Hilton’s Values serve as our foundation

everywhere we do business.

CODE OF CONDUCT

HUMAN RIGHTS

Hilton complies with the employment and

labor laws in every country and region in

which 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 and

business partners to commit to the same.

This means, among other things, that:

• We will not employ individuals who are

under 15 years of age or the lawful age

of employment (whichever is higher)

in any country in which we operate.

• We will comply with all wage and

compensation requirements as deﬁned under

applicable laws and regulations, including

those relating to minimum wages, and at a

minimum provide legally mandated beneﬁts.

• We will not exceed maximum hours of

work deﬁned by applicable law and will

appropriately compensate overtime.

• We will not use forced labor, including prison,

bonded or debt labor, physical punishment

or abuse, slave labor or tracked persons.

Forced labor includes coercion such as

threats, violence, and the retention of identity

documents or non-payment of wages that

traps a worker in a job they might otherwise

want to leave. Workers must consent to

employment and have the freedom to

leave 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 and

safety of our Team Members and

comply with all applicable health

and safety laws and guidelines.

• 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 about

labor tracking, 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 personal

bank accounts for any reason.

Hilton is a proud signatory of the United

Nations Global Compact. We recognize that

companies have a responsibility to respect

human rights across their operations as set

out in the UN Guiding Principles on Business

and Human Rights and as deﬁned in the

Universal Declaration of Human Rights.

PROHIBITION AGAINST

HUMAN TRAFFICKING

Hilton condemns all forms of human

tracking 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 and

every one of the markets in which we operate,

to protecting individuals from all forms of

abuse and exploitation. We expect our Team

Members as well as our business partners to

help us meet this commitment. Sex tracking

and sexual tourism is a large and growing

problem worldwide, and Hilton prohibits any

Hilton property, product, or service from

being used in any manner that supports or

enables any form of abuse and exploitation.

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

COMMITMENT TO

THE ENVIRONMENT

Protecting the environment is a top priority

for Hilton. Responsible environmental

activity is good for both our business and the

communities we serve. Hilton is committed to

complying 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 all

environmental permits that apply to Hilton

equipment, operations or facilities.

COMMITMENT TO

OUR COMMUNITIES

As a world leader in travel and tourism,

Hilton recognizes our responsibility to create

shared value wherever we do business. We

actively support a wide variety of issues

and organizations in our communities and

encourage all of our Team Members to

volunteer or otherwise participate in the

economic and social development of their

local communities.

Our mission is to be the most hospitable

company in the world, notably by creating a

positive impact in our communities. It comes

to life through responsible operations and

meaningful local engagement.

One of Hilton’s core Values

is Leadership. We are

leaders in our industry

and in our communities.

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 cooperating

with foreign boycotts of countries that are

not approved by the U.S. government (such

as 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 of

Israeli origin.

• Certify that Hilton does not have an oce

in a boycotted country.

• Do you have an oce in Israel?

• Identify the race, religion and sex of all

employees who will work on this project.

Corporate Responsibility Policy

Antiboycott Policy

CODE OF CONDUCT

TRADE EMBARGOES

AND EXPORT

CONTROLS

Hilton is committed to conducting its business

in compliance with all applicable trade and

ﬁnancial sanctions imposed by the United

Nations, United States, European Union and

other authorities. As a U.S. based company,

Hilton’s business operations in countries

outside the U.S. must comply not only with

local 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 business

with certain individuals and entities. Hilton’s

decisions to do business with various partners

are guided by applicable law, our Values and

our interest in protecting our Team Members

and reputation.

QUESTIONS AND ANSWERS

How do I know if I am dealing with a

counterparty that is subject to sanctions?

A good place to start is with the U.S.

government’s Oce of Foreign Assets

Control (“OFAC”) list of Specially Designated

Nationals (“SDNs”) that are subject to

sanctions. 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 restricted

from engaging in transactions involving

parties designated under local sanctions lists

(e.g., European Union Designated Parties).

In addition, certain countries are subject to

very broad sanctions programs that prohibit

Hilton from engaging in transactions with any

companies or individuals located or based

in such countries, the governments of these

countries or any entities owned, controlled

by or acting on behalf of those governments.

Hilton business travel to these countries is

also not permitted. The current list of such

countries 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 the

counterparty may be linked to a country that

is subject to broad sanctions prohibitions.

• 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 involved

in a prohibited transaction without realizing it.

• Search the name of the potential business

partner against the OFAC SDN List and

determine whether the counterparty has an

address in or a national ID issued by a country

subject to broad sanctions prohibitions.

ANTI-MONEY

LAUNDERING

Team Members are prohibited from engaging

in or facilitating transactions anywhere in the

world that involve funds that were derived

from illegal activities. Hilton must comply with

all applicable anti-money laundering laws and

regulations of the U.S. and all other countries

where we do business. We must carefully

scrutinize all payments and transactions with

customers, vendors, business partners, agents

and aliates. We will not accept any payments

that appear to have come from illegal activities.

Involvement in money laundering activities can

severely damage our good reputation, and can

expose Hilton and Team Members to penalties

that include severe ﬁnes and imprisonment.

Trade Sanctions Policy

CLICK HERE FOR MORE INFORMATION

CODE OF CONDUCT

POLITICAL

INVOLVEMENT

Team Members may not make political

contributions or expenditures on behalf of

Hilton or involve Hilton in political activities of

any kind without prior approval. This includes

the use of Hilton’s name, funds, assets or

services, 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 manner

that does not suggest Hilton sponsorship

or approval. Hilton will not reimburse Team

Members for any such personal contributions.

QUESTIONS AND ANSWERS

I gave some money to support a political

candidate in my community who is supportive

of several Hilton projects. Will Hilton reimburse

me for my contribution?

No. Hilton encourages you to be active in your

community 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 of

tickets to dinners, rallies or other functions.

GOVERNMENT

RELATIONS AND

COMPLIANCE WITH

UNITED STATES

LOBBYING LAWS

Hilton and Team Members may not engage

in “lobbying” activity without prior approval

from the Hilton Government Aairs Team

and without properly registering and

reporting as required by U.S. law. This includes

communicating with government employees

and ocials at any level and in any jurisdiction

on issues that aect Hilton or engaging

outside parties or agents to lobby on Hilton’s

behalf. Failure to register Team Members

involved in lobbying and to report their

activities in accordance with applicable laws

exposes those individuals and Hilton to heavy

ﬁnes and other penalties.

Political Contributions Policy

SCOPE OF THE CODE

Nothing in this Code is intended to, or will be

applied in a manner such that it will, restrict or

interfere with Team Members’ rights, where

applicable, to self-organize, form, join or assist

labor organizations, to bargain collectively

through representatives of their choosing,

or to engage in other concerted activities for

the purpose of collective bargaining or other

mutual aid or protection, or to refrain from

engaging in such activities.

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 ocers

or directors may be made only by the Board

of Directors or a Board committee. Hilton will

disclose any waivers for executive ocers or

directors as required by law or regulation.

NO RIGHTS CREATED

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 Code

is not intended to and does not create any

obligations to or rights in any employee, client,

supplier, competitor, shareholder or any other

person or entity.

ADMINISTERING

THIS CODE

ADDITIONAL

GUIDANCE

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 , 