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NON-RETALIATIONAt Hilton, we strive to create a culture inwhich Team Members can ask questionsand raise concerns without fear ofretaliation. Hilton prohibits retaliationagainst anyone for reporting a concern ingood faith or assisting in an investigation.Subject to applicable law, retaliation isgrounds for disciplinary action, up to andincluding dismissal.RESPECTING CONFIDENTIALITYHilton will take steps to protect theconfidentiality of anyone who makesa good faith report of an actual orsuspected violation, to the extentreasonably possible.INVESTIGATIONS OF REPORTSAt Hilton, we take reports of suspectedmisconduct seriously. We investigatereports as appropriate, and we maintainconfidentiality to the extent possible,consistent with our need to conduct aninvestigation. It is important that TeamMembers promptly report informationthat a violation of our policies mayhave occurred. Investigations ofteninvolve complex issues, and time is ofthe essence in collecting, preservingand evaluating evidence. If you areasked to assist with an investigation,unless you are informed cooperation isvoluntary, you are expected to cooperatewith Hilton’s investigators and answerquestions fully and truthfully.CODE OF CONDUCTVIOLATIONS OFTHE CODE OF CONDUCTAny violation of the laws or policiesdescribed in this Code, or other improperand unlawful conduct, may subject aTeam Member to disciplinary action, upto and including termination and possiblylegal action, subject to applicable lawand depending on the circumstances.Subject to applicable law, disciplinarymeasures can also apply to any manageror supervisor who directs, approves orcondones violations, or has knowledge ofviolations and does not promptly reportand correct them.QUESTIONS AND ANSWERSIf I report something that seemssuspicious, but it turns out thatnothing was wrong, will I getin trouble?No. Team Members are expected to raisegood faith concerns that something illegalor unethical is occurring or has occurred.The only reports that are discouraged arethose where the reporter intentionallyreports something they know to be false.What happens when I call theHilton Hotline?When you call the Hilton Hotline, it isanswered by a call specialist who worksfor the independent third party providerthat operates the line. That person willlisten, will likely ask you some questions,and will make a detailed summary of yourcall. The outside service will then forwardthe information to the Compliance Team,who will decide how to handle your reportor question. Every effort will be made togive your call a quick response, especiallywhen circumstances make that important.If an investigation is undertaken, Hiltonwill look into the issue promptly and,whenever called for, see that correctiveaction is taken.Each of us is responsible for putting thisCode to work, but we do not have to doit alone. There are a number of peoplewho can answer our questions and guideus through difficult decisions. When indoubt, ask!When faced with a decision-makingdilemma, ask yourself the followingquestions. If you cannot answer“yes” to each and every one ofthem, do not take the action atissue. Is the action legal? Is it ethical? Is it socially responsible? Does it comply with the spirit and letterof this Code and the Hilton Values? Will this action appear to others to beappropriate? (Would your family beembarrassed if this action were tobecome known publicly? Would it lookbad in the newspaper?)CULTURE OF INTEGRITYCULTURE OF INTEGRITYIf, after going through the abovequestions, you still have doubts aboutthe best course of action, consult yoursupervisor, the Compliance Team, or theother resources discussed in this Code.Table of Contents8

OUR TEAMMEMBERSEvery day, in every action we take, Team Members can have adirect impact on Hilton’s reputation. We should always behave ina manner that is consistent with Hilton’s Values in our businessinteractions. As global leaders in the hospitality business, weunderstand the importance of treating people well – all peopleand not simply our guests.Team Members are expected to familiarize themselves with andabide by the standards and policies maintained by the HiltonHuman Resources Department.CODE OF CONDUCTTable of Contents

DIVERSITYWe are a company of diverse culturesserving diverse guests. We seekto understand our unique globalcommunities, while developing culture,talent and marketplace strategiesthat cultivate a work environment ofinclusiveness. We will maintain ourcompetitive position by applying our coreValues; attracting the best and brightesttalent; and, valuing and leveraging thediversity of our Team Members, guests,suppliers, partners and owners.FOR MORE INFORMATIONEQUAL EMPLOYMENTOPPORTUNITY POLICYHARASSMENT-FREE WORKPLACEAND NON-DISCRIMINATIONHilton does not tolerate any form ofdiscrimination or harassment basedon any characteristic protectedby applicable law. Any behavior,communication, or other conductthat creates an environment that isphysically threatening, menacing, abusiveor offensive based on any protectedcharacteristic, or that otherwiseinterferes with any Team Member’s abilityto perform his or her job is unacceptable.SAFE AND HEALTHY WORKENVIRONMENTHilton is committed to the health andsafety of our guests, Team Members andbusiness colleagues. Safety requires acommitment from everyone. Each TeamMember is responsible for understandingand complying with all applicablesafety and health laws and guidelines.In addition, we are each responsible foridentifying and responding to health andsafety hazards and security concerns.One of Hilton’s coreValues is Teamwork.We are team players ineverything we do.OUR TEAM MEMBERSOUR TEAM MEMBERSQUESTIONS AND ANSWERSWhat are some examplesof prohibited harassment?Harassment is conduct based on aprotected classification that can takemany forms including: Written or verbal abuse or threats; Unwelcome remarks, jokes, slurs ortaunting of a discriminatory nature; Practical jokes that embarrass orinsult someone; Ignoring, isolating or segregatinga person because of a protectedclassification; Materials that are of a discriminatorynature that are displayed publicly orcirculated in the workplace; or, Unwanted physical contact.FOR MORE INFORMATIONHARASSMENT AND VIOLENCEFREE WORKPLACE POLICYCODE OF CONDUCTTable of Contents10

BUSINESSETHICSHilton has a long history of succeeding through honest businesscompetition. Our Team Members are expected to act with thehighest standard of integrity when conducting Hilton business.We compete for business on the basis of price, service andquality, and we award business on the same basis. Our businessdecisions are based on Hilton’s best interests and are alwaysconsistent with our Values.CODE OF CONDUCTTable of Contents

FAIR DEALINGHilton strives to deal fairly withguests, business partners, competitorsand Team Members. We do nottake unfair advantage of anyonethrough manipulation, concealment,abuse of privileged information,misrepresentation of material facts,or any other unfair-dealing practicein any of our business activities.ADVERTISING AND MARKETINGOur advertising and marketing activitiesare intended to be truthful, accurate,and not deceptive or misleading,whether we are talking about ourselvesor about our competitors. TeamMembers involved with or responsiblefor Hilton marketing and advertisingpractices must be familiar with andcomply at all times with all applicablelaws regarding these practices.CODE OF CONDUCTCOMPETITION AND ANTITRUSTHilton is committed to complying with allapplicable antitrust laws and regulations,including federal and state antitrust lawsin the U.S. as well as competition laws inother countries where we do business.These laws are designed to promotecompetition and protect consumers.Team Members must not proposeor engage in any formal or informalagreements, understandings, meetings,discussions, communications, orinformation exchanges with competitorsor potential competitors regardingcompetitively sensitive issues unlessconsistent with our internal policies.This includes sharing informationabout price, terms of sale, distributionor allocation of territories, products,customers or suppliers. Under nocircumstances should you gain accessto or use competitor information, orany other information, in a manner thatwould suggest an agreement betweenHilton and any competitor to: Fix, stabilize or control prices; Allocate products, marketsor territories; Boycott certain customers orsuppliers; or, Refrain from the sale of any product.DO NOT Engage in discussions withcompetitors that could be viewedas even an informal agreementregarding competitive issues. Share non-public, price-related oroccupancy related informationwith competitors. Enter into agreements withsuppliers or customers thatimproperly restrict competition.One of Hilton’s coreValues is Hospitality.We are passionate aboutdelivering exceptionalguest experiences.And we do it legallyand ethically.BUSINESS ETHICSBUSINESS ETHICSDO Compete vigorously with yourcompetitors. Notify Hilton Legal immediatelyif you believe that you have receivedcompetitively sensitive or tradesecret information from acompetitor.Table of Contents12

When it comes to agreements withcompetitors, the prohibition onsharing information about prices isbroadly defined to include a numberof different Hilton examples: Rates (e.g., group rates, advertisedrates, average rates, timeshare ratesand prices); Price lists, discounts credit terms, otherterms or conditions of sale; Occupancy rates; Complimentary room policies Margins, commissions, rebates,promotions; Banquet pricing; Deposits, surcharges, price ranges,minimum or maximum prices,price formulas; and, The timing of a rate increase(or decrease).QUESTIONS AND ANSWERSI am scheduled to attend anindustry conference where many ofmy professional counterparts fromHilton competitors will be presentto share information about industrytrends and challenges. What areasof conversation do I need to becareful about?You are free to engage in networkingwith your peers from competitors aslong as you do not exchange informationthat is subject to competition laws orconfidential. A good rule of thumb is to askyourself whether what you are discussingwith an industry peer is the sort of thingyou would normally consider discussingwith someone whose objective is to takebusiness away from you and Hilton. If theanswer is no, avoid the discussion.FOR MORE INFORMATIONGLOBAL ANTITRUST ANDCOMPETITION POLICYCODE OF CONDUCTPROTECTING HILTON ASSETSIt is critical that you protect Hilton assetsby using them responsibly, efficientlyand only in a manner consistentwith Hilton’s policies. Hilton assetsinclude tangible items, technologyassets, and intellectual property.Tangible items include cash, equipment,inventory and supplies. Technologyassets include computers, software,telephones and networks. Intellectualproperty includes items such astrademarks, trade secrets, copyrights,patents, logos and confidential orproprietary information. All Hilton assetsmust be protected from misuse, damage,misappropriation or theft, and Hiltonassets should never be used for personalgain or unlawful purposes. Rememberthat theft, carelessness and waste have adirect impact on our bottom line.You are expected to exercise appropriatejudgment in your use of Hilton assets,including but not limited to e-mailand the Internet. Where legallypermissible, we reserve the right toreview all Internet searches, e-mailcommunications and other activities thatTeam Members perform using Hiltonassets. When you leave Hilton, you mustreturn all Hilton property.DO NOT Use Hilton resources or time toconduct outside work. Use Hilton property to promote yourfinancial interests or provide benefitsto friends or relatives. Use Hilton assets to send, receiveor access unlawful materials orunlawfully copy software, music,books or other legally protectedworks.BUSINESS ETHICSBUSINESS ETHICSDO Protect Hilton property from misuse,damage, or theft. Ensure that travel and expenditureson behalf of Hilton are undertakenwith appropriate approval anddocumentation.FOR MORE INFORMATIONTRAVEL AND EXPENSEREIMBURSEMENT POLICYTable of Contents13

PROTECTING ANDUSING INFORMATIONHilton is committed to safeguardingand handling third party informationin accordance with applicable laws,our policies, contractual obligations,and in a manner that protects privacy,preserves customer and Team Membertrust, and meets our shareholders’expectations. Hilton does not toleratethe inappropriate acquisition, possessionor use of proprietary, confidential ortrade secret information of Hilton’scompetitors or other third parties,such as vendors, suppliers, owners andformer employers. In addition, Hilton iscommitted to collecting, safeguardingand using personal information in areasonable manner in accordance withlaws and in order to fulfill legitimatebusiness purposes.CODE OF CONDUCTExamples of sensitive third partyinformation include: Strategic plans and presentations; RFP, RFI or RFQ responses; Non-public information about businesspartners, customers, and vendors; Information subject to a non-disclosureagreement; Any third party information markedconfidential or proprietary or similarlymarked materials; Any material on the letterhead orcontaining logos or other ownedmarks of a third party that is notpublicly available; Private information about guests; and, Personally identifiable information(e.g., social security numbers and creditcard information) of guests and businesspartners.QUESTIONS AND ANSWERSDO NOTA new Team Member who came toHilton from another hotel companymentioned that he could modifysome strategic planning materialsthat he prepared for his formeremployer to save time in pullingtogether a Hilton presentation.Would he be doing anything wrong?Yes. Team Members are strictly prohibitedfrom possessing confidential materialsfrom their former employers, and Hilton’sonboarding procedures require new TeamMembers to certify that they have nosuch information. This matter should bereported to Hilton Legal immediately. Use any third party confidentialinformation that you may have froma former employer or that you mayreceive purposefully or inadvertentlyduring the course of business. Do not solicit confidentialinformation from a third party exceptpursuant to an express agreementand in consultation with Hilton Legal.Recently, my favorite celebritystayed at a hotel where I am theFront Desk Manager. The celebrityagreed to take a picture with me.Can I post the picture on my socialmedia site?No. We take the privacy of our guestsseriously and protect their personalinformation as if it were our own.Information, including the fact that thecelebrity was our guest, must be protectedand should not be shared publicly.BUSINESS ETHICSBUSINESS ETHICSDO Be mindful of the various sourcesby which third party confidentialinformation may come to TeamMembers and systems. Immediately contact Hilton Legal ifyou are concerned that you mayhave received unauthorized thirdparty confidential information. Immediately report to [email protected] concern that personalinformation in Hilton’s custody orcontrol has been acquired, modified,used, disclosed or accessed by anyunauthorized person, or by anyperson in an unauthorized manner orfor an unauthorized purpose.Table of Contents14

Hilton also has a strong interest inprotecting its own information. TeamMembers must not disclose Hilton’sconfidential information except whendisclosures are authorized or legallyrequired. Confidential informationincludes all non-public informationthat might be of use to competitors, orharmful to Hilton or its customers, ifdisclosed. Confidential Information doesnot include information lawfully acquiredby non-management Team Membersconcerning wages, hours or other termsand conditions of employment, if usedby them for purposes protected by § 7 ofthe National Labor Relations Act suchas joining or forming a union, engagingin collective bargaining, or engagingin other concerted activity for theirmutual aid or protection. Team Membersshould be mindful of how they store andshare Hilton confidential informationand should maintain all Hilton businessrecords in accordance with Hilton’srecords retention policies.CODE OF CONDUCTExamples of information that mustbe protected from disclosure include: Confidential information about Hilton’sproperty developments, businessoperations, or financial performance; Competitive information, includingpricing, occupancy rates, andpromotional strategies; Information about potential innovationsin Hilton hotels or brands; The terms and structure of Hilton’scustomer and vendor contracts andfinancing agreements; Information related to Hilton software,databases and other systems, includingtheir structure and content; Customer lists; and, Information marked confidential,privileged, or proprietary.DO NOTDO Disclose confidential Hiltoninformation to those who do not havea need to know, or in any other respectin violation of federal securities lawsconcerning insider trading. Disclose confidential Hiltoninformation to third parties withouta non-disclosure agreement. Forward or share informationmarked “legally privileged” or the likewith colleagues outside Hiltonwithout first seeking guidance fromHilton Legal. Maintain Hilton’s confidentialinformation in a secure manner,such that it can only be accessed ordisclosed by those who require accessto perform the business activities forwhich the information exists. Clearly mark documents containingconfidential Hilton information as“Confidential and Proprietary.” Immediately notify Hilton Legalif you believe confidential Hiltoninformation has been lost, misplaced,accessed by an unauthorized personor inadvertently disclosed.NOTE: For purposes of these examples,confidential Hilton information does notinclude information lawfully acquiredby non-management Team Membersconcerning wages, hours or other termsand conditions of employment, if used bythem for purposes protected by § 7 of theNational Labor Relations Act (NLRA). UnderSection 7 of the NLRA, non-managementTeam Members have the right to discusswith others their terms and conditions ofemployment.BUSINESS ETHICSBUSINESS ETHICSFOR MORE INFORMATIONCONFIDENTIAL INFORMATIONAND TRADE SECRETS POLICYINFORMATION PRIVACY POLICYRECORD RETENTION POLICYTable of Contents15

BUSINESS ETHICSCOMMUNICATING ABOUT HILTONAs a publicly-traded company, Hilton iscommitted to providing accurate andcomplete information to the public incompliance with legal requirements andconsistent with our Vision, Mission, andValues. Only authorized spokespersons ofHilton may communicate on behalf of theCompany concerning material non-publicinformation or Hilton’s official positionon topics such as financial performance,business strategy, development plans,operations status, legal matters andpublic policy issues. Hilton policiesdesignate particular Team Members whoare authorized to act as representativesof Hilton in sharing information withCODE OF CONDUCTDOthe news media, government officials,shareholders, analysts and otherexternal stakeholders. Requests forfinancial or other information thatare directed to Hilton from the media,the financial community, shareholdersor the public should be referred toCorporate Communications. Requests forinformation that are directed to Hiltonfrom regulators or the governmentshould be referred to Hilton Legal. Refer inquiries directed to Hiltonabout material non-publicinformation to an authorizeddisclosure spokesperson. Continue to conduct ordinary course,routine business communicationswith other Team Members andoutside parties regarding topics thatdo not include material non-public orotherwise confidential information.DO NOTFOR MORE INFORMATION Comment on Hilton’s behalf, orspeak in a representative capacityin response to any inquiriesor rumors regarding materialnon-public information. Communicate with the media,market professionals or securitiesholders regarding material non-publicinformation on Hilton’s behalf, in arepresentative capacity, or in any otherrespect in violation of federal securitieslaws concerning insider trading.PUBLIC COMMUNICATIONS,PUBLIC DISCLOSURE ANDREGULATION FD POLICYEXTERNALCOMMUNICATIONS POLICYCONFIDENTIAL INFORMATIONAND TRADE SECRETS POLICYTable of Contents16

INSIDER TRADINGIn the course of your job, you may learnof material information about Hiltonor other companies before it is madepublic. This is often referred to as “insideinformation.” Using this information foryour personal benefit or sharing thisinformation with others is a violationof this Code and possibly the law. Thisprohibition applies to the buying orselling of securities of any companyabout which you have inside information,not just Hilton. This prohibition alsoapplies to sharing material non-publicinformation with anyone who may basefinancial decisions on inside information.In short, do not act on inside informationyourself, and do not share thatinformation with others.Team Members whose business activitiesor position within Hilton expose themto material non-public information maybe subject to additional requirementsrelated to the buying

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 in order to both enhance Hilton’s reputation and maintain a healthy work environment. Integrity