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TRIBUNE COMPANY

CODE OF BUSINESS CONDUCT

TABLE OF CONTENTS

 

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I. INTRODUCTION

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II. COMPLIANCE WITH LAWS AND COMPANY POLICIES

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III. AUTHORIZED TRANSACTIONS AND ACCURATE COMPANY RECORDS

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IV. COMPETITION AND FAIR PLAY

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V. CONFLICTS OF INTEREST

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VI. BUSINESS OPPORTUNITIES

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VII. CONFIDENTIALITY

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VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS

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IX. POLITICAL CONTRIBUTIONS

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X. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

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XI. REVIEW AND AMENDMENT

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Revised December 2008

I.

INTRODUCTION

At Tribune, we try to hire good people who are creative, trustworthy and smart – then we stand back and let them do their jobs. In our employee handbook, Rule #1 is: “Use Your Best Judgment.” And we expect that you do just that (it’s also Rule #2).

We also expect you to comply with Tribune’s policies and all of the laws, regulations and prohibitions that apply to our company. For as much as we try to have fun and not take ourselves too seriously, we do, however, take our responsibility to comply with laws and regulations very seriously. While it’s not possible for anyone to know all aspects of every applicable law, you should understand the major laws and regulations that apply to your work.

Tribune’s Code of Business Conduct is designed to help us understand some of these rules as well as provide some guidelines on how to do the right thing when we encounter a difficult ethical situation. All employees should know and follow the Code. Failure to do so definitely would be bad judgment and can lead to disciplinary action up to and including termination.

Since it’s impossible to spell out every possible situation that you might face, you should be guided by the spirit of the Code and use good judgment to steer your behavior and decisions.

II. COMPLIANCE WITH LAWS AND COMPANY POLICIES

It should be clear by now that no matter how well or poorly formulated some rules might be, it’s bad judgment to break them. A few specific laws are easy to unintentionally violate if you are not careful or if you are uninformed, so they are worth mentioning here:

IMPROPER PAYMENTS

The guidance here is pretty simple do not make, accept or solicit any illegal or improper payments (bribes, kickbacks, or anything similar that would influence a decision) in any form (such as cash, services or discounts) to/from anyone at anytime for any reason. This doesn’t mean that you can’t provide or accept reasonable business entertainment and/or gifts. See section V below.

SECURITIES LAWS

Federal laws (and Tribune) do not allow you to trade in another company’s securities or any other kind of property while you have material inside information about that company. Some examples of inside information about a company that might be material are:

• A proposed acquisition or sale.

• A significant expansion or cutback of operations.

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• A significant product development or important information about a product.

Extraordinary management or business developments.

You need to be very careful when you have this type of information to make sure you don’t share it with anyone, either on purpose or by accident, unless it is essential for Tribune related business. Giving this information to anyone else who might make an investment decision based on your inside information is considered “tipping” and is against the law regardless of whether you benefit from the outcome of their trading.

Journalists have particular rules in this area and should take steps to make sure they are clearly understood.

AUDITS AND INVESTIGATIONS

Because Tribune takes complying with the law seriously, we take audits, investigations and government inquiries seriously as well. As such, you are expected to fully cooperate with all audits and investigations that are requested by the Company.

Tribune is also committed to cooperating with reasonable requests for information from government agencies and regulators. Before responding to a request, you should talk with your supervisor or the law department anytime there is doubt or ambiguity or if the request is not in the ordinary course of business. (In spite of this commitment, Tribune reserves the right to protect the newsgathering and editorial process from inappropriate intrusion.)

III. AUTHORIZED TRANSACTIONS AND ACCURATE COMPANY RECORDS

We are employee owners so we naturally expect everyone to spend money wisely. You should always make sure that the cost of a product or service is reasonable, relates to company business, and is properly authorized and supported. Also, in order for us to make good business decisions, the recording and reporting of our transactions needs to be clear, complete and accurate and be in compliance with accepted accounting rules and controls. This not only applies to our financial records, but also to our operational data such as circulation information, FCC logs, website hits, personnel records, etc.

If your job involves financial or operational recording or reporting, you need to know all Tribune policies that apply. You also need to know all applicable requirements of third party reporting agencies, like the Audit Bureau of Circulations, or government entities like the Securities and Exchange Commission.

It goes without saying (but we are going to say it anyway) that it would be bad judgment to falsify any record or account, including time reports or expense reports. Likewise, you should never interfere in any way with the auditing of Tribune’s financial records. If you suspect any

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of this conduct, or any irregularity relating to the integrity of our records, you need to report it immediately to your supervisor, the law department or Internal Audit.

IV. COMPETITION AND FAIR PLAY

Two of our core values are “Compete” and “Play Fair.” This means not intentionally taking actions that might hurt your team and not helping someone who is competing with your team. It’s fine to collaborate with competitors to improve our industry or to serve our communities. It is not fine to help our competitors increase their performance or their revenue in any way that might hurt ours. It’s also not fine to take advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts, or any other intentionally unethical or illegal action.

V. CONFLICTS OF INTEREST

You have a duty to be loyal to your team. At times, certain personal or business dealings can create situations which may make it difficult to do your job objectively. For example, if you can influence a company decision which may end up personally benefiting you, your friends or your family, you may have a conflict of interest on your hands. This is particularly bad if you are able to take advantage of the situation at the expense of Tribune.

These conflicts of interest may be actual, potential or even just a matter of perception. Since these situations are not always clear cut, you need to fully disclose them to your supervisor so that the Company can properly evaluate, monitor and manage them.

Here are a couple of areas where conflicts frequently come up:

1. Personal Investments : You shouldn’t have a significant investment in, or obligation to, one of Tribune’s competitors, suppliers, customers or partners. “Significant” is hard to define, but this basically means that your investment shouldn’t be big enough for someone to reasonably think that you would do something at Tribune’s expense to help your investment.

2. Outside Employment: Part of being loyal to your team means that we expect your full attention. If you have a side job or a personal business, you need to disclose and discuss this with your supervisor in advance. If approved, you need to ensure that this outside activity does not interfere or detract from your work. It’s not okay for you to work for one of our competitors, suppliers, or customers while you are working for Tribune, regardless of whether or not they pay you. Also, your business should not compete or do business with Tribune.

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3. Outside Board Memberships : Unless company management specifically asks you to do so, you shouldn’t accept a seat on the board of directors or advisory board of any of our competitors, suppliers, customers or partners, especially if your current job gives you the ability to influence our relationship with them.

4. Gifts and Entertainment: Giving or accepting gifts to/from any of our customers, suppliers, partners or competitors can easily look like a conflict of interest, especially if it happens frequently or if the value is large enough that someone could reasonably think it is influencing a business decision. The same applies for entertainment.

Gifts and entertainment come in all different forms: shirts, pens, dinners, tickets to sporting events, etc. Before you act, think about the situation Does it legitimately support the Company’s interest? Is the amount reasonable and customary? Would this embarrass the Company if it was on the front page of one of our papers? Obviously, not all gifts and entertainment create a problem but you should try to steer clear of things like services, favors, loans or personal discounts. You should also never accept any gift of cash or anything like cash (gift cards, etc.).

5. Friends and Relatives: It’s a small world, so it’s possible that you may find yourself in a situation where you are working with a close friend or relative who works here at Tribune or who works for a customer, supplier, competitor, etc. Since it’s impossible to anticipate all situations that may create a potential conflict, the right thing to do would be to use good judgment and disclose your situation to determine if any precautions need to be taken.

It would be bad judgment to not let company management know about any actual or potential conflict of interest. These situations are not always clear cut, so if you’re not sure, ask your supervisor or talk to someone in Human Resources.

VI. BUSINESS OPPORTUNITIES

If you learn about a business opportunity because of your job, it belongs to Tribune first. This means that you shouldn’t take that opportunity for yourself unless you get the okay from company management and the Board of Directors.

VII. CONFIDENTIALITY

It is expected that your professional loyalty and allegiance will be to Tribune. It is also expected that you will not share anything of a proprietary nature with anyone outside the company. Some common examples of what might be considered confidential information include information that might be useful to our competitors, or harmful to Tribune. It also includes information that employees, suppliers and customers have entrusted to us.

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As always, use good judgment, and remember that you seldom regret what you don’t say. If you run into a situation where disclosure is required by laws or regulations, check with our law department first.

VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS

Being loyal also means that you protect the company’s assets, including our intellectual property. If you suspect any fraud or theft, tell your supervisor or someone from Human Resources, Internal Audit or the law department. Also, while this is now “our company,” it’s not okay to use Tribune’s resources (including equipment, services, supplies, content, data, employees, etc.) for your own personal gain.

IX. POLITICAL CONTRIBUTIONS

Tribune doesn’t allow any of its funds or assets to be contributed to any political candidate or party, unless the contribution is specifically permitted by law and authorized by the Vice President, Washington Affairs, the CEO or Chief Operating Officer. All political contributions are reported to the Audit Committee of the Board of Directors every year.

This prohibition relates only to the Company. It‘s not intended to discourage you from making personal contributions on your own dime. You should know, however, that local policies relating to editorial independence restrict personal contributions in some instances. If you’re not sure about what you can do, then contact someone in editorial management.

X. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

If you see or suspect any illegal or unethical behavior, or are not sure about what the best thing to do may be, then talk to your supervisor right away. Tribune will do all it can to make sure your concerns are addressed appropriately, and we’ll make sure no one retaliates against you for speaking up.

Sometimes, you may not be able to talk about an issue with your supervisor. If that’s the case then try anyone of the individuals listed at the end of the Employee Handbook. If you feel that you need to remain anonymous, then you can call Tribune’s Ethics Hotline (8002161772). The Ethics Line is available 24 hours, seven days a week. Global Compliance Services, an independent third party provider of corporate compliance services, will answer all calls.

XI. REVIEW AND AMENDMENT

Company management will regularly reassess this Code and recommend changes to the Board for approval. The Board also reserves the right to amend this Code as it sees fit.

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