I. COMPLIANCE WITH LAWS AND REGULATIONS

1. General
This Code is applicable to you as a Tribune Company Supplier, and to your employees, temporary employees, and independent contractors throughout the world. Tribune Company and its subsidiaries require Suppliers to conduct their business dealings with Tribune Company in accordance with this Code and in compliance with all laws applicable to your business, wherever conducted. You agree to abide by the terms of this Code, and acknowledge that compliance with this Code is required to maintain your status as a Tribune Company Supplier. Local laws may in some instances be less restrictive than the principles set forth in this Code. In those situations, Suppliers are expected to comply with the Code, even if the conduct would otherwise be legal under applicable laws. If local laws are more restrictive than the Code, Suppliers are expected to, at a minimum, comply with applicable local laws.

2. Business Practices

2.1 Antitrust and Competition Laws
Many countries have laws and regulations, usually referred to as antitrust or competition laws that prohibit unlawful restraint of trade. These laws are designed to protect consumers and competitors against unfair business practices and to promote and protect healthy competition. Tribune Company is committed to observing the applicable antitrust and competition laws of all nations or organizations. Tribune Company expects Suppliers to comply with all applicable antitrust and competition laws. Antitrust and competition laws vary from country to country, but generally, such laws prohibit agreements or actions that unreasonably restrain trade, are deceptive or misleading, or unreasonably reduce competition without providing beneficial effects to consumers. Such agreements or actions are against the policy of Tribune Company.

2.2 No Illegal Payments
Suppliers shall not make or offer bribes, kickbacks, or payments of money or anything of value to Tribune employees, to anyone, including officials, employees, or representatives of any government or public or international organization or to any other third party for the purpose of obtaining or retaining business related in any way to Tribune Company. This includes giving money or anything of value to any one where there is reason to believe that it will be passed on to a government official for this purpose.

II. COMPLIANCE WITH SECURITIES AND INSIDER TRADING LAWS

Suppliers are expected to comply with applicable insider trading and securities laws governing transactions in the securities of Tribune Company. Securities include common stocks, bonds, options, futures, and other financial instruments. Suppliers that possess or have access to material, non-public information gained through their work with Tribune Company may not use that information to trade in Tribune Company securities or the securities of another company to which the information pertains. Employees of such Suppliers may not engage in any other action to take advantage of, or pass on to others, material information gained through work with Tribune Company until a reasonable time after full public disclosure has occurred. These restrictions also apply to family members, friends, and associates. Material information includes any information that a reasonable investor would consider important in a decision to buy, hold, or sell securities. Such information may include financial and key business data; merger, acquisition, or divestiture discussions; award or information related to cancellation of a major contract; changes in key management; forecasts of unanticipated financial results; significant litigation; and gain or loss of a substantial customer or supplier.

III. GENERAL CONTRACTING ISSUES

Tribune Company expects Suppliers to compete fairly and ethically for all business opportunities. Suppliers’ employees involved in the sale or licensing of products and services and the negotiation of agreements and contracts to Tribune Company must ensure that all statements, communications, and representations to Tribune Company are accurate and truthful.

IV. INTELLECTUAL PROPERTY

Suppliers are expected to protect Tribune Company's intellectual property rights. An important element of such protection is maintaining the confidentiality of Tribune Company's trade secrets and other proprietary information. Suppliers are expected to respect the intellectual property of Tribune Company and not reproduce copyrighted software, documentation, or other materials without permission.

Suppliers are expected to safeguard confidential information by not transferring, publishing, using or disclosing it other than as necessary in the ordinary course of business or as directed or authorized by Tribune Company. Suppliers should observe applicable data privacy standards. Materials that contain confidential information or which are protected by privacy standards should be stored securely and should be shared only internally with those employees with a "need to know". For example, Tribune Company confidential information may include, but is not limited to, software and other inventions or developments (regardless of the stage of development) developed or licensed by or for Tribune Company, marketing and sales plans, competitive analyses, product development plans, pricing, potential contracts or acquisitions, business and financial plans or forecasts, and prospect, customer and employee information. However, the terms of any confidentiality provision in the agreement between Supplier and Tribune Company will govern confidentiality terms between the parties.

V. BUSINESS CONDUCT POLICIES

Tribune first adopted a Code of Business Conduct in 1988 to help promote ethical business practices throughout the Company. The Company’s Board of Directors revised the Code in October 2005. The Code provides a clear statement of the kinds of conduct that violate Company policy and contains procedures for Tribune employees to report possible violations.

The Code is annually distributed company-wide and approximately 13,000 managers, directors and others who handle highly confidential information or who are regularly involved in sensitive transactions are required to sign statements affirming their understanding of and compliance with the Code. They are required to disclose any possible exceptions to the Code. Any waivers of the Code for executive officers and directors may be made only by the Board or a designated Board committee and must be promptly disclosed to the shareholders.

Please click on the link below to review Tribune Company’s Code of Business Conduct:

Code of Business Conduct

1. Financial Integrity and Financial Records and Accounting
Accurate and reliable financial and business records are of critical importance in meeting Tribune Company's financial, legal, and business obligations. Suppliers should not have any false or inaccurate entries in the accounting books or records related to Tribune Company for any reason. Supplier’s business records must be retained in accordance with record retention policies and all applicable laws and regulations. We expect that Suppliers will comply with this policy, and with all applicable laws and regulations.

2. Business Courtesies That May Be Extended
Suppliers should use discretion and care to ensure that expenditures on Tribune Company are in the ordinary and proper course of business and could not reasonably be construed as bribes or improper inducement. In any case, business courtesies offered cannot be construed as intended to influence the judgment of the recipient so as to secure unfair preferential treatment. A general guideline for evaluating whether a business courtesy is appropriate is whether public disclosure would be embarrassing to the Supplier or Tribune Company.

3. Business Courtesies That May Be Received
Suppliers should ensure that acceptance of any business courtesies, gifts or entertainment is proper and could not reasonably be construed as an attempt by the offering party to secure favorable treatment. Tribune Company employees generally may accept unsolicited gifts or other business courtesies from actual or potential Suppliers or other business partners provided they are not of material value and are not given with the purpose of influencing one's judgment. Tribune Company employees may not receive any payments, referral fees, finder’s fees, or perquisites. Tribune Company employees may accept occasional meals, refreshments, or other entertainment appropriate to the circumstances in connection with normal business discussions, unless they are offered solely to influence Tribune Company employees’ business decisions.

4. Conflicts Of Interest
The term "conflict of interest" describes any circumstance that could cast doubt on the Supplier’s ability to act with total objectivity with regard to the supply of products and services to Tribune Company. Tribune Company wants its Supplier’s services to come easily and free from any conflicting interests. If Suppliers feel there is a conflict of interest with Tribune Company or any of its employees, whether, actual or potential, all pertinent details should be reported to Tribune Company. Specifically, you should report any situations where you are aware that a current Officer, Director, or employee of the Supplier is a current Officer, Director, or employee of Tribune Company.

5. Business and Employment Relationships
Tribune Company affirms the principle of equal employment and business opportunities without regard to race, religion, national origin, gender, age, physical disability, pregnancy, marital status, or sexual orientation. Tribune Company policy prohibits harassment in any form, and we require Suppliers to provide a work environment free from harassment. We require that Suppliers practice and promote policies in all locations, consistent with Tribune Company policies and local laws.

VI. FOLLOW THROUGH

Suppliers are required to report to Tribune Company any conduct believed in good faith to be an actual, apparent, or potential violation of this Code. Prompt reporting of violations is in the best interest of everyone. Reports will be handled in a confidential manner. Suppliers should report violations of this Code, as well as any inappropriate behavior or activities by Tribune Company or any Tribune Company employee to Tribune Company’s confidential ethics hotline toll free number: 800-216-1772. This line is staffed and managed by a third-party vendor and is available 24 hours a day, seven days a week. If you prefer to write, address your concerns to: Vice President/Corporate Compliance & Risk Management and/or General Counsel, Tribune Company, 435 North Michigan Avenue, 6th Floor, Chicago, Illinois 60611.

VII. COMPLIANCE

Tribune Company employees are required to comply with Tribune Company’s Code of Business Conduct that requires Tribune Company employees to treat Suppliers with fairness. The selection of Suppliers is based on quality, price, services offered and integrity. Tribune Company holds its employees to high ethical standards and requires them to avoid engaging in any activity that involves even the appearance of impropriety or conflict of interest.

The Supplier Code of Ethics places Tribune Company and its Suppliers in the forefront, with those corporations throughout the world that emphasize the importance of quality business conduct and solid business ethics. Our standards can only be met with our Suppliers’ cooperation. We trust that our Suppliers will recognize the benefits in adhering to the standards of this Code. Through your efforts, the Supplier Code of Ethics will set the standard for others to follow.