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Memo to Tribune Co. employees

From: Tribune Communications
Sent: Wednesday, December 22, 2010 3:55 PM
Subject: Message from Don, Nils, Tony and Eddy/Tribune Code of Conduct
Importance: High

At Tribune, integrity has always been at the core of the fundamental
values which govern our individual and professional responsibilities.
Tribune's Code of Business Conduct is rooted in integrity and it is a
statement of our firm commitment to honesty, credibility and
trustworthiness in all our business dealings. The Code has been around
for several years and is designed to help you understand some of the rules
that apply to your conduct and our company, as well as provide guidance
for how to behave and react when you encounter a difficult ethical
situation.

A copy of the current Code of Business Conduct is attached to this
message. We are all expected to understand and follow the Code, so please
read it carefully and think about how it applies to your own job and
situation. 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.

The Code is available for your review anytime in the Corporate Governance
section of TribLink. If you have any questions or become aware of a
possible violation of the Code, please notify your supervisor or a Human
Resource representative right away.

Tribune also has a toll-free Confidential Ethics Line (800/216-1772) that
provides an additional, straightforward and confidential method to report
suspected illegal or unethical behavior within the company. The Ethics
Line is administered by Global Compliance Services (GCS), an independent
third party provider of corporate compliance services, and is available 24
hours, seven days a week. A trained representative from GCS will answer
your call, document your concerns and forward a written report to a
Tribune Company compliance team for further investigation.

Each one of us should take this opportunity to reflect on the values that
guide our business. Ultimately, these values are not only the foundation
for our success, they are what make our success satisfying.

Thanks for your continued commitment to Tribune.

Don, Nils, Tony and Eddy

TRIBUNE COMPANY CODE OF BUSINESS CONDUCT

December 2010

I. INTRODUCTION

Integrity is one of the fundamental values to which Tribune is committed in carrying out its mission. As part of this commitment, we (every employee, officer and director) are expected to comply with all of Tribune’s policies as well as all of the laws and regulations that apply to our company. While it is not possible for anyone to know all aspects of every applicable law, we need to understand the significant laws and regulations that apply to our business.

Tribune’s Code of Business Conduct (“Code”) is intended to help ensure compliance with the highest legal and ethical standards. It is designed to help us understand some of the key rules that apply to our business and to provide guidelines on how to do the right thing when we encounter a difficult ethical situation. We all need to know and follow the Code. It is also the responsibility of every supervisor to ensure that the employees reporting to them understand and comply with the Code. Knowingly violating any provision of this Code 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 common sense and good judgment to steer your behavior and decisions. If you have questions concerning the Code or become aware of a possible violation, contact your supervisor, Human Resources or the law department immediately (or follow the guidelines described in Section X of this document).

II. COMPLIANCE WITH LAWS AND COMPANY POLICIES

As mentioned above, the Company is committed to complying with all laws and government regulations that apply to our business. A few specific laws are easy to unintentionally violate if you are not careful or if you are uninformed, so they are worth mentioning:

IMPROPER PAYMENTS

The guidance here is straightforward – 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 does not mean that you may not 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
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 do not 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

With respect to Tribune’s business practices, we are committed to cooperating with audits, investigations and other government inquiries and take seriously any investigation or review. As such, you are expected to fully cooperate with all audits and investigations that are requested by the Company.

Before responding to a request for information from government agencies and regulators, talk with your supervisor or the law department if at any time there is doubt, 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 naturally expect everyone to spend money and allocate resources wisely. As such, 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, accurate and 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, such as the Audit Bureau of Circulations, or government entities such as the Securities and Exchange Commission.

Falsifying any record or account, including time reports or expense reports, is a severe violation of the Code and will not be tolerated. Likewise, you should never interfere in any way with the auditing of Tribune’s financial records. If you suspect any 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”. We never look to gain competitive advantages through unethical or illegal business practices, but rather through superior performance. In other words, you should not intentionally take actions that might be detrimental to Tribune’s business nor should you help someone who is competing with Tribune. While we often collaborate with competitors to improve our industry or to serve our communities, it’s not acceptable to help our competitors increase their performance or their revenue in any way that might hurt ours. Also, you should you never 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 that needs to be addressed. This is particularly serious 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:

Personal Investments: You should not 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 should not be big enough for someone to reasonably think that you would do something at Tribune’s expense to help your investment.

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. You are not allowed 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, any approved side or personal business should not compete or do any business with Tribune.

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.

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 avoid things like services, favors, loans or personal discounts. You should also never accept any gift of cash or anything like cash (gift cards, etc.).

Friends and Relatives:  On occasion, it is 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 is impossible to anticipate all situations that may create a potential conflict, you should disclose your situation to your supervisor in order to determine if any precautions need to be taken.

Failure to let company management know about any actual or potential conflict of interest is a violation of the Code. These situations are not always clear-cut, so if you are 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 should not take that opportunity for yourself unless you get approval 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 may be considered confidential information include business plans, trade secrets, know-how, inventions and other 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. If you encounter a situation where disclosure is required by laws or regulations, please check with our law department first.

VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS

Part of being loyal means that you are not allowed to use Tribune’s resources (including equipment, services, supplies, content, data, employees, etc.) for your own personal gain. It also means that you need to protect the Company’s assets, including our intellectual property. The Company’s intellectual property includes, among other things:

business and marketing plans
company initiatives (existing, planned, proposed or developing)
customer lists
trade secrets and discoveries
methods, know-how and techniques
innovations and designs
systems, software and technology
patents, trademarks and copyrights

As part of your employment with us, you need to promptly disclose to company management any inventions or other intellectual property that you create while you are employed by Tribune. You also need to promptly assign this intellectual property to the Company or do anything else reasonably necessary to allow us the ability to secure the appropriate patents, copyrights or other forms of protection.

If you suspect any fraud or theft of company assets, immediately tell your supervisor or someone from Human Resources, Internal Audit or the law department.

IX. POLITICAL CONTRIBUTIONS

Tribune does not 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 or the Co-Presidents. All political contributions are reported to the Audit Committee of the Board of Directors every year.

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

X. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

We all need to work together to ensure that prompt and consistent action is taken against violations of this Code. However, in some situations it is difficult to know right from wrong. If you see or suspect any illegal or unethical behavior, or are not sure about what the best thing to do may be, always seek guidance before you act by discussing the situation with your supervisor right away. Sometimes, you may not be able to talk about an issue with your supervisor. If that’s the case, then contact Human Resources, the law department, Internal Audit or your business unit leader. The Company will make every reasonable attempt to ensure that your concerns are addressed appropriately.

If you feel that you need to remain anonymous, you can call Tribune’s Ethics Hotline (800-216-1772). 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 your call, document your concerns and forward a written report to an independent compliance team within Tribune for further investigation.

You can report ethical violations in confidence and without fear of retaliation. Tribune will not tolerate any retaliation against an employee who, in good faith, asks questions or makes reports of possible violations of the Code of Conduct.

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