CODE OF ETHICS AND BUSINESS CONDUCT - … journalism, and digital ... Tribune Media’s Code of Ethics and Business Conduct is outlined in the ... decisions you make

CODE OF ETHICS AND BUSINESS CONDUCT

Adopted December 1, 2014

Our Mission and ValuesOur Mission: We create, produce and distribute outstanding content, trusted journalism, and digital data that informs, entertains, engages, and inspires millions of people every day.

Our Values: IntegrIty: We build trust with employees, customers, and the community by maintaining the highest ethical standards, behaving responsibly, and being accountable for our actions.

PartnershIP: We share ideas and resources across our company and promote teamwork, cooperation and fairness among employees, customers, and the communities we serve.

InnOVatIOn: We create and develop new ideas, processes, and products, while improving existing ones, so that we can better serve our customers and compete successfully.

PassIOn: We care deeply about what we do and approach our work, our customers, and the community with commitment and pride.

DIVersIty: We appreciate, respect, and actively pursue diversity of opinion, people, and cultures.

COMMunIty: We serve the local community by being relevant and responsible, informing the public debate, taking editorial positions that further the public good, and by giving back.

BalanCe: We value our employees’ overall well-being and foster an environment where they can be successful and fulfilled in their personal andprofessional lives.

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A Message from the CEOTribune Media’s Code of Ethics and Business Conduct has been around for a quarter of a century—it was first introduced in 1988, and was intended to foster ethical behavior at the company and to help guide the employees who work here through their everyday business dealings. It is a statement of our firm commitment to honesty, integrity and credibility, and it is fundamental to how we conduct business with our customers, vendors, partners and competitors.

In short, we take the Code seriously.

Tribune Media’s Code of Ethics and Business Conduct is outlined in the pages that follow; everyone is expected to understand and adhere to the Code, so please read it carefully. There is a summary section at the beginning which highlights the key elements of the Code. This section is followed by more detailed content and examples relating to each of those elements to help us better understand their meaning. Obviously, the Code can’t anticipate every situation you may encounter—but the spirit of the Code can and should guide your behavior and the decisions you make.

The Code is available for your review anytime in the Corporate Governance section of TribLink. We ask all employees1 acknowledge that they have read, understand, and will follow the Code. In addition, we ask some employees to fill out an annual disclosure statement.

If you are unsure of what to do in particular circumstances or are concerned that the Code or our policies are being violated, you are encouraged to ask questions and report your concerns. Inside you will find details on how you can do this, including how to use our confidential Ethics Alertline. The most important thing is that you speak up. A problem cannot be resolved unless it has first been identified.

There is one other reason the Code is important.

Each day, millions of people across the country invite us into their homes via our television stations, digital products, and other media platforms. They believe in and rely on the credibility of our people and products. They trust us.

The Code is the foundation on which that trust is built.

Peter LiguoriPresident and CEO

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1 Employees covered by a collective bargaining agreement should consult their collective bargaining agreement or the Human Resources Department regarding the application of this Code.

2 TRIBUNE MEDIA Code of Ethics and Business Conduct

The Code – at a glance ........................................3

Strong values guide our actions ...................... 6Always Act with Integrity 6

How to use this Code 7

Who must follow this Code 7

Your responsibilities 8

If you’re in a leadership position – more is expected 8

Accountability 9

When in doubt, ask questions and speak up .. 10How to report possible violations 10

What to expect when you use the Alertline 11

We won’t tolerate retaliation 12

Make the right choice 12

Guidelines for ethical decision-making 12

Compliance with laws, rules and regulations 12

Cooperate with inquiries and investigations 13

Requests from Government agencies and authorities 13

Avoid being compromised ..............................14Conflicts of interest - avoiding even the appearance of conflicts - when in doubt, disclose 14

Business opportunities 15

Friends and relatives, co-worker relationships 15

Outside employment 15

Personal investments 15

Civic activities 15

Avoiding gifts and entertainment that could compromise your integrity and our reputation 16

Gifts and entertainment, before you act – think 17

Gifts and entertainment of government officials 18

Gathering information about our competitors in an ethical manner 19

Maintaining our standards of journalistic integrity 20

Stay customer focused ...................................... 21Dealing fairly and honestly with our customers 21

Protecting the privacy of customers’ information 23

Be transparent and honest when communicating on behalf of the Company .. 24Communicating with the public 24

Social Media 26

Ensure accurate and complete business records ................................................ 27Business records and disclosures 27

Managing our records 28

Honor our commitments .................................30Using our resources as they were intended 30

Safeguarding our intellectual property 32

Protecting the Company’s confidential information 32

Respecting employee privacy 33

Exercise corporate citizenship ...................... 34Preventing anti-competitive business practices 34

Never trade while in possession of inside information 36

Exercising discretion when involved in the political process 37

Excel through teamwork and respect for one another ................................................. 38Living Our Core Values - respect and support for others 38

Diversity and Fair Treatment 39

Harassment-Free Workplace 39

Maintaining a Safe and Healthy Workplace 40

Drug and Alcohol Policy 41

Serve the greater good ...................................42Being a good neighbor 42

Protecting human rights 44

Using our natural resources wisely 45

Waivers and exceptions ..................................46

Acknowledgement Form ................................. 47

Contents

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The following is a summary of key information that you need to know. The Code of Ethics and Business Conduct (the “Code”) is being presented to you here in summary form for ease of use, however, as an employee or director of Tribune Media (“Tribune Media” or the “Company”), you are expected to read the entire Code, understand its contents, and acknowledge your agreement.C

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Code of Ethics and Business Conduct

– at a glance

Ethics Alertline 855-871-9133


Conflicts of Interest Use good judgment and avoid situations that can lead to even the appearance of a conflict of interest. A conflict of interest happens whenever you have a competing interest that may interfere with your ability to make an objective decision for Tribune Media. The following situations are potential conflicts of interest and should be disclosed to your supervisor: taking personal advantage of business opportunities, working relationships involving friends and relatives, outside employment, personal investments and participation in civic activities.

gifts & entertainment Giving to or accepting gifts 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 improperly influencing a business decision. The same applies for entertainment such as lunches, dinners, golf outings, sporting events, etc.

Competitive IntelligenceNever engage in fraud, misrepresentation or deception to obtain confidentialinformation about competitors, nor should you use invasive technology to “spy” on others.

Customer FocusTreat each customer fairly and honestly, and speak up and talk to your supervisor or the Human Resources Department if you have concerns about any error,

omission, undue delay, or defect in quality or our customer service.

Privacy of Customers’ InformationKnow which types of customer information are given heightened protection by the law and Company policy and protect them through appropriate means. Never share customer information outside the Company except as authorized. Immediately report to your supervisor any loss or inadvertent disclosure of customer information.

Communicating with the PublicUnless it is part of your job responsibilities, never speak publicly on issues involving the Company without prior authori-zation, and refer inquiries about our activities, sales, financialresults, or strategic plans to your supervisor or the Corporate Communications Department.

Blogs & social networkingBe careful when using social media when it is not part of your job. Use of social media can unintentionally pose risks to Tribune Media’s confidentialand proprietary information, reputation and brands. It can expose the Company to discrimination and harassment claims or jeopardize the Company’s compliance with business rules and laws.

Business records & DisclosuresBooks and records must be accurate, clear, and complete, and in compliance with accepted accounting rules and controls.

Documents should only be labeled, stored, retained and destroyed in accordance with our policies, and never in response to or in anticipation of an investigation or audit.

using Company resources Company resources include funds, facilities, equipment, information systems, intellectual property, and proprietary and/or confidential information. Only use Tribune Media assets for legitimate business purposes and avoid any use of assets that might cause loss or damage.

Protecting the Company’s Confidential Information Protect Tribune Media’s confidential information. Keep it secure, limit access to those who have a need to know in order to do their job, and avoid discussion of confidential information in public areas. The obligation to preserve the Company’s confidential information continues even after your employment ends.

respecting employee PrivacyProtect the confidentiality of per-sonal information of current and former colleagues, as well as job applicants, business partners and customers. Don’t access, discuss or share confidential information unless there is a legitimate busi-ness reason to do so.

anti-trust and Fair CompetitionAnti-trust and competition laws are complex and compliance requirements can vary depending on the circumstance, but in general,

C o d e o f B u s i n e s s C o n d u c t – a t a g l a n c e

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the following activities are ‘red flags’ and should be avoided: Collusion with competitors, bid-rigging, tying (using market power to force customers to take products or services that they do not want or need) and predatory pricing (using market power to sell a product or service below cost so as to eliminate or harm a competitor). If you witness any of these ‘red flags’, you should report it to your supervisor or the Human Resources Department immediately.

Insider tradingNever trade securities or pass information on to others who then trade (‘tipping’) on the basis of material information before it is made publicly available to ordinary investors. Employees are expected to review and adhere to the Company’s Policy on Trading in Securities (available on TribLink).

Political ParticipationKnow and follow all relevant laws and guidelines when lobbying, making contributions on behalf of Tribune Media, or campaigning for or holding public office. Make sure you receive all necessary approvals before using any Company resources to support political activities. Be clear when expressing your personal political views and activities that they are your own and not the Company’s. Never use Tribune Media resources or facilities to support your personal political activities.

Diversity & Fair treatment Tribune Media believes in equal employment opportunities for all regardless of race, color, religion, gender, sex, national origin, age, sexual orientation, gender identity or expression, disability, military status, marital status, genetic information, or any other legally protected classification. You are expected to treat others respectfully and professionally and comply with all federal, state and local equal employment opportunity laws.

harassment-Free Workplace Verbal or physical conduct by any employee that harasses another, disrupts another’s work performance, or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. Any such incidence should immediately be reported to your supervisor or the Human Resources Department.

Maintaining a safe & healthy Workplace Report any situations that may pose a health, safety or environmental hazard to your supervisor or the Human Resources Department.

Drug & alcohol Policy The use, possession, distribution, purchase, sale, offer for sale, manufacture, being under the influence, or otherwise being involved with illegal drugs or the abusive use of controlled substances while on Tribune Media’s premises, conducting Tribune Media business, or in Tribune Media owned or leased vehicle is prohibited.

While employees normally should not use or be under the influence of alcohol while working or conducting Company business, we recognize that there may be occasions such as client entertainment or department holiday parties where the responsible use of alcohol is acceptable.

Civic & Community engagementDo not pressure others to con-tribute to or participate in your preferred charitable organiza-tions and never participate in Tribune Media’s decisions re-garding a charity or other orga-nization where you volunteer.

using Our natural resources WiselyWork to continuously improve our environmental performance through resource conservation, waste minimization, water and energy efficiency, and effective use of raw materials.

asking Questions & reporting Possible Violations If you see or suspect any illegal or unethical behavior, or you have a question about what to do, talk to your supervisor or contact the Human Resources Department, the Law Depart-ment, Internal Audit or your business unit leader. You also have the option to call Tribune Media’s Ethics Alertline (855- 871-9133). The Company will make every reasonable attempt to ensure that your concerns are addressed appropriately.

You can report ethical violations in confidence and without fear of retaliation.



Strong values guide our actions

Always Act with Integrity Integrity is one of the fundamental values to which Tribune Media is committed in carry- ing out its mission. Integrity is the founda-tion or our businesses, whose success de-pends upon our compliance with the highest legal and ethical standards.

As part of this commitment, we (every employee, officer and director) are expected to comply with all of Tribune Media’s policies as well as all of the laws and regulations that ap-ply to our company. Because it is not possible for anyone to know all aspects of every appli-cable law, appropriate processes are critical to ensuring compliance, and individual employees need to understand the significant laws and regulations that apply in connection with their duties and responsibilities.

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Who must follow this CodeThis Code applies to all employees2, officers and directors at any Tribune Media business unit. Certain business partners, such as third parties, consultants and temporary employees serve as an extension of Tribune Media. They are expected to follow the spirit of the Code, as well as any

applicable contractual provisions, when working on behalf of Tribune Media.

Managers who supervise our business partners and temporary employees are responsible for ensuring that they understand our ethical standards. If an external business partner fails

to comply with our ethics and compliance expectations and their related contractual obligations, it may result in the termination of their contract.

The Code is designed to help us understand these key laws and rules and to provide guidelines on how to do the right thing when we encounter difficult situations. We all need to read, understand and comply with the Code, and every supervisor must ensure that employees who report to them read, understand and comply with the Code.

You should be guided by the general principles of the Code and use integrity, common sense

and good judgment to steer your behavior and decisions. Knowingly violating any provision of this Code can lead to disciplinary action up to and including termination.

This Code is designed to serve as a resource for you when you need information about our policies or standards or when you are faced with a difficult ethical situation. In addition to this Code, Tribune Media also

has other resources (such as the Employee Handbook) that can be of help. These additional resources are listed throughout the Code.

As always, the Company relies on you to use good judgment and to seek help when you need it. If you are a supervisor, you should take the time to ensure that the employees reporting to you know how to use the Code and how to seek additional help.

How to use this Code

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Efforts to solve an issue without others knowing or requests to “keep this within the team.”

Unusual actions or behaviors that are “out of the norm” or appear to be deceptive.

These can be signs that misconduct may be occurring. Be vigilant. Transparency is important. Whenever potential misconduct may be involved,

discuss the matter with your supervisor, the Human Resources Department, the Law Department or Internal Audit.

2 Employees covered by a collective bargaining agreement should consult their collective bargaining agreement or the Human Resources Department regarding the application of this Code.



Tribune Media is made up of thousands of talented individuals, each with unique perspectives and backgrounds. Though we are all different, each of us must take responsibility for acting with integrity, even when this means making difficult choices. Meeting our responsibilities is what enables us to succeed and grow, today – and in the future.

Always act in a professional, honest, and ethical manner when acting on behalf of the Company.

Know the information contained in the Code and company policies, paying particular attention to the topics that pertain to your job responsibilities.

Complete all required employee training in a timely manner and keep up-to-date on current standards and expectations.

Report concerns about possible violations of laws, regulations, or the Code to your supervisor, the Human Resources Department, the

Law Department, Internal Audit or the Ethics Alertline.

Cooperate and tell the whole truth when responding to an investigation or audit and never alter or destroy records in response to an investigation or when an investigation is anticipated.

Remember: no reason, including the desire to meet business goals, should ever be an excuse for violating laws, regulations, the Code or any Tribune Media policy.

Your responsibilities

If you’re in a leadership position – more is expected Tribune Media leaders are expected to meet the following additional responsibilities:

Lead by example. Managers are expected to exemplify the highest standards of ethical business conduct.

Help create a work environment that focuses on building relationships, recognizes effort, and values mutual respect and open communication.

Be a resource for others. Communicate to employees, consultants and contract workers about how the Code

and policies apply to their daily work.

Be proactive. Look for opportunities to discuss and address ethics and challenging situations with others.

Create an environment where everyone feels comfortable asking questions and reporting potential violations of the Code and policies.

Respond quickly and effectively to concerns that are brought to your attention.

Never ask another or pressure anyone to do something that you would be prohibited from doing yourself.

If you supervise third parties, ensure that they understand their ethics and compliance obligations.

Managers should not consider the reporting of ethics concerns as a threat or challenge to their authority - we want an open, honest and trustful dialogue to become a natural part of daily work.

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AccountabilityViolating relevant laws, regulations or the Code, or encouraging others to do so, is not only wrong, but also exposes the Company to liability and puts Tribune Media’s reputation

at risk. If an ethics or compliance problem does occur, you should report it so that an effective solution can be developed. You should also understand that violations of laws or regulations

may result in legal proceedings and penalties including, in some circumstances, criminal prosecution.

Q I’m a manager and I’m notclear what my obligations are if someone comes to me with an accusation – and what if it involves a senior leader?

a No matter whom the allegationinvolves, you should report it. Tribune Media provides several avenues for reporting concerns. If for any reason you are uncomfortable making a report to a particular person, you may talk to any of the other resources listed in the Code or call the Ethics Alertline.

Q I’m a manager. If I observe misconductin an area not under my supervision, am I still required to report the issue?

a You are chiefly responsible for employ-

ees, contractors and third parties under

your supervision, but we expect all

Tribune Media employees to report any

misconduct they become aware of, and

as a leader you are especially obliged

to take action. The best approach is to

talk first with the supervisor who

oversees the area where the problem

is occurring, but if this doesn’t work,

or isn’t feasible, you should use other

resources listed in the Code.

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AACCOUNTABILITY



When in doubt, ask questions

and speak up

How to report possible violations If you see or suspect any illegal or unethical behavior, or you have a question about what to do, talk to your supervisor and ask for help.

Sometimes, you may not be able to talk about an issue with your supervisor. If that’s the case, then contact the Human Resources Department, the Law Department, Internal Audit or your business unit leader. You also have the option to call Tribune Media’s Ethics Alertline (855-871-9133).

The Company will make every reasonable attempt to ensure that your concerns are addressed appropriately.

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What to expect when you use the AlertlineThe Ethics Alertline is available 24 hours, seven days a week. Trained specialists from an independent third party provider of corporate compliance services will answer your call, provide translation services if needed, document your concerns and forward a written report to an independent compliance team within Tribune Media for further investigation.

After you make a report, you will receive an identification number so you can follow

up on your concern. This is especially important if you have submitted a report anonymously, as we may need additional information in order to conduct an effective investigation. This identification number will also enable you to track the resolution of the case; however, please note that, out of respect for privacy, the Company will not be able to inform you about individual disciplinary actions.

remember, an issue cannot be addressed unless it is brought to someone’s attention. also, the more information you provide, the more effective the investigation will be. the reporting of violations is subject to the laws in force in each country. some countries, including many in the european union, have specific rules on the use of reporting systems like our alertline, which in some cases will limit the types and scope of reports that can be accepted.

Q Our supervisor typically does nothing whenconcerns about potential misconduct are brought to her attention and I believe she has made things difficult for co-workers who have raised issues. now I have a problem. a co-worker is doing something that I believe to be ethically wrong. What should I do?

a Take action and speak up. You are requiredto report misconduct. While starting with your supervisor is often the best way to efficiently address concerns, if you do not believe that it is appropriate or do not feel comfortable doing so, you should talk to a Human Resources representative, or any of the resources listed throughout the Code.

Q What if someone misuses the alertline,makes a call, and falsely accuses someone of wrongdoing?

a Experience has shown that the Alertlineis rarely used for malicious purposes, but it is important to know that we will follow up on calls, and anyone who uses the Alertline in bad faith to spread falsehoods

or threaten others, or with the intent to unjustly damage another person’s reputation, will be subject to disciplinary action up to and including termination.

Q I suspect there may be some unethical behav-ior going on in my business unit involving my supervisor. I know I should report my suspicions, and I’m thinking about using the alertline, but I’m concerned about retaliation.

a You should report misconduct and in yoursituation using the Alertline is a good option. We will investigate your suspicions and may need to talk to you to gather additional information. After you make the report, if you believe you are experiencing any retaliation, you should report it. We take claims of retaliation seriously. Reports of retaliation will be thoroughly investigated and, if they are true, retaliators will be disciplined up to and including termination.

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Make the rIght ChOICeGuidelines for ethical decision-making

Q My Business unitsets various goals that we are asked to achieve. some-times I feel pres-sured to violate the Code and policies to achieve these goals. Is this acceptable?

a No. Whilesuccessful businesses set high goals and employees strive to achieve them, you should never violate the Code or Tribune Media’s policies to achieve your goals.

Compliance with laws, rules and regulationsEmployees are required to comply fully with all laws, rules and regulations affecting the Company’s business and its conduct in business matters. As a global company, there will be times when local laws and customs may conflict with each other or with our Code and policies. Whenever there is a conflict or a difference between a legal requirement and our Code, apply the strictest standard, and do not follow customs that violate our policies. If you have any question about which law, regulation or policy to follow, or in any situation where you have a doubt as to the proper course of conduct, it is incumbent upon you to immediately consult the Law Department.

Beyond the strictly legal aspects involved, you are at all times expected to act honestly and maintain the highest standards of ethics and business conduct, consistent with the professional image of the Company.

Making the right decision is not always easy. There will be times when you’ll be under pressure or unsure of what to do. Always remember when you have a tough choice to make, you’re not alone. Your colleagues and management are available to help, and you have other resources to turn to including the Code, our policies, your supervisor, the Human Resources Department, the Law Department and Internal Audit.

When faced with a tough decision it may help to ask these questions:

Is it legal?

Is it consistent with the Code and policies?

Is it based on a thorough understanding of the risks involved?

Would I still be comfortable with the decision if it appeared in the news?

If the answer to any of these questions is no, stop and speak up.

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

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With respect to Tribune Media’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.

The following are important points you should know about the investigations process:

Appropriate resources will be assigned to conduct the investigation.

The facts of the case will typically be uncovered through interviews and document reviews.

You should never conduct an investigation yourself.

Keep any information you may know about an investigation strictly confidential.

Investigators will recommend appropriate action, if needed, to management. If action is necessary to correct the situation and prevent a recurrence, the Company will take corrective steps including disciplinary action up to and including dismissal.

Comply with any and all document hold requests resulting from investigations, inquiries or litigation (this is extremely important).

Q Why are we expected to cooperatewith ethics and compliance investigations? I would rather not get involved.

a Your assistance is important.When the Company conducts an investigation, it is reviewing the possibility of a violation of the Code, Tribune Media policies or relevant legal requirements. The investigation is necessary to protect individuals, the Company, and, in some cases, the public. Also, in many cases, compliance is required by law.

If employees do not cooperate, it may be impossible to get all the facts and take the right actions. Withholding information or knowingly giving false or misleading information is a serious violation of our duties as employees and could result in disciplinary action, including termination.

Requests from Government agencies and authoritiesIn the course of business, you may receive inquiries from regulators or government officials. In all cases, you are expected to respond to requests for information in an honest and timely manner. Before responding to a request for information from government agencies and regulators, talk with your supervisor or the Law Department, especially if at any time there is doubt, ambiguity or if the request is not in the ordinary course of business.

In addition to this commitment, Tribune Media reserves the right to protect the newsgathering process from inappropriate intrusion.

Cooperate with inquiries and investigations

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Avoid being compromised – be forthright and

above reproach

Conflicts of interest - avoiding even the appearance of conflicts - when in doubt, disclose

A conflict of interest happens whenever you have a competing interest that may interfere with your ability to make an objective deci-sion for Tribune Media. Each of us is expected to use good judgment and avoid situations that can lead to even the appearance of a conflict which can undermine the trust oth-ers place in us and damage our reputation.

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 we can properly evaluate, monitor and manage them. Do not attempt to make the determination on your own.

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Make sure yOu:would help you personally. Your supervisor may require you to disclose the situation to the Human Resources Department, the Law Department or Internal Audit.

Think ahead and proactively address situations that may put your interests or those of a close friend or family member in potential

conflict with Tribune Media.

Disclose situations and potential conflicts as soon a possible and then disclose them annually for as long as the situation applies. Seek help and don’t try to make the determination of whether a situation is a conflict on our own. There may be additional factors to consider.

Avoid conflict of interest situations whenever possible.

Always make business decisions in the best interest of Tribune Media.

Discuss with your supervisor in full detail any situation where someone could perceive that you could do something at Tribune Media’s expense that

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The following, which are common examples of potential conflicts of interest:

Business opportunitiesIf you learn about a business opportunity because of your job, it belongs to Tribune Media first. Taking personal opportunities that are discovered through the use of Company property, information or position, or using Company property, information or position for personal gain or competing against the Company is prohibited. This means that you should not take an opportunity for yourself or disclose it to someone outside of Tribune Media, unless you get approval from Company management and, if required, the Board of Directors.

Friends and relatives, co-worker relationships 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 Media 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.

Outside employmentTribune Media expects your full attention as an employee; so, if you have a side job or personal business (including websites, blogs etc.), you need to disclose and discuss this with your supervisor in advance. If you work outside of the News Department and have a side job or a personal business, it may not be a problem, but to ensure that there are no conflicts and that potential issues are addressed, you need to disclose and discuss outside employment with your supervisor in advance. If approved, you need to ensure that this outside activity does not interfere or detract from your work. Working for a competitor, supplier, or customer may raise conflicts that will need to be resolved. Also, any approved side or personal business should not compete or do any business with Tribune Media. The News

Department has separate rules for outside employment which are more stringent. You should always discuss any outside work situations with your supervisor prior to undertaking them.

Personal investmentsYou should not have an investment in, or obligation to, one of Tribune Media’s competitors or any company that conducts or seeks to conduct business with Tribune Media. Exceptions to this include interests in managed funds such as index funds/mutual funds, or investments of 5% or less of a publicly traded company. If you are unsure whether there is a conflict, you should ask your supervisor for additional guidance.

Civic activitiesUnless company management specifically approves or 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.


16 TRIBUNE MEDIA Code of Ethics and Business Conduct8

tO learn MOre:You can go to these resources with any of your questions or concerns about conflicts of interest.

Contact your supervisor, the Human Resources Department, the Law Department or Internal Audit.

Q I submitted my statement of Compli-ance last year. there haven’t been any changes. Do I need to submit it again this year?

a Yes, you do. Employees who are askedto submit a Statement of Compliance must do so every year and from time to time upon the Company’s request if there are changes or circumstances that could be considered a conflict. The purpose of this is to ensure that the Company has information it needs to make decisions proactively and to avoid potential problems. Remember, when in doubt, disclose and discuss.

Q I work weekends at a localwarehouse shopping outlet. they are a major advertiser. Is this a problem?

a No, it should not be. In this case,it is highly unlikely that your outside employment would pose a conflict. As long as your other job does not interfere or detract from your ability to do your work at Tribune Media, there is no problem. Regardless, you should discuss it with your supervisor in advance.

Avoiding gifts and entertainment that could compromise your integrity and our reputationGiving 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 improperly influencing a business

decision. The same applies for entertainment.

In the right circumstances, a modest gift may be a thoughtful “thank you,” or a meal may be an appropriate setting for a business discussion which strengthens a professional

relationship. However, when it comes to gifts and entertainment, our position is straightforward – we do not accept or provide gifts, favors, or entertainment if the intent is to improperly influence a business decision.

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Gifts and entertainment, before you act – thinkGifts 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 became public knowledge? 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.).

Those who work in our news organizations are subject to additional standards. In manycases these standards are stricter than the standards that apply to other employees.

This is necessary to ensure that our reputation and credibility are protected and remain above reproach. Consult your supervisor or the Human Resources Department for more information. Employees are also expected to review and adhere to the

Make sure yOu:Only provide and accept gifts and entertainment that are reasonable complements to business relationships.

Never accept gifts of any kind from a business partner with whom you are involved in contract negotiations.

Keep in mind that exchanging gifts and entertainment that foster goodwill in business relationships is generally acceptable, but you should never provide or accept gifts and entertainment that obligate or appear to obligate the recipient.

Do not request or solicit personal gifts, favors, entertainment, or services.

Do not accept gifts of cash or cash equivalents. This is never allowed.

Understand and comply with the policies of the recipient’s organization before offering or providing gifts, favors or entertainment.

Are careful when using agents who represent us or third parties who introduce

business partners to us. Monitor them during the duration of any agreement to ensure they live up to our high standards.

Raise a concern whenever you learn of any sign or “red flag” that a colleague, third party or other agent of the Company may be engaged in any attempt to improperly influence a decision of a customer or government official.

WatCh Out FOr:Situations that could embarrass you or the Company.

Business partners that appear to be privately owned but are actually considered

government entities. (Gifts, favors or entertainment that may be reasonable for a privately owned customer but not for a government official or agency.)

Third parties or agents who are thought to be valuable primarily for their personal ties rather than for the services they are to perform or who request compensation out of proportion to their services.

Company’s Anti-Corruption Policy located on Triblink (intranet.tribunemedia.com).



Q When I was traveling,I received a gift from a business partner that I believe was excessive. What should I do?

a You need to let yoursupervisor know and report it to the Human Resources Department as soon as possible. We may need to return the gift with a letter explaining our policy. If a gift is perishable or impractical to return, another option may be to distribute it to employees or donate it to charity, with a letter of explanation to the donor.

Q During contract negotiations with a potentialnew supplier, the new supplier mentioned that they had a complimentary registration to a lo-cal business seminar. they are unable to attend and asked if I would like to go in their place. I had been thinking of attending the seminar anyhow, since the subject of the seminar ap-plies to my work. there’s no personal gain to me, it would be good for tribune Media, and it would be a shame to waste the registration, I planned on saying ‘yes.’ now I wonder if that would be the right decision.

a You should decline the offer. If you are involvedin contract negotiations, you must never accept any gifts while the negotiation process is on-going. Accepting gifts during negotiations can give the appearance of a ‘quid pro quo’ and is always inappropriate.

Gifts and entertainment of government officialsThe Company is committed to meeting the many special legal, regulatory and contractual requirements that apply to government-related work around the world. These requirements may apply to bidding, accounting, invoicing, subcontracting, employment practices, contract performance, gifts and entertainment, and other matters.

In addition, Tribune Media may be legally obligated to impose these requirements on any agents or subcontractors we use. You must always make sure you know whether you are dealing with a government-related entity. This is not always obvious. Businesses such as airlines, oil companies and telecommunications providers

may be owned or controlled by a government, in whole or in part, and subject to special rules. When in doubt, discuss the situation with your supervisor. Employees are also expected to review and adhere to the Company’s Anti-Corruption Policy located on Triblink (intranet.tribunemedia.com).

tO learn MOre:Contact your supervisor, the Human Resources Department, the Law Department or Internal Audit.

You may discuss any questions or concerns you have concerning gifts and entertainment with these resources.

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WatCh Out FOr:The retention of papers or computer records from prior employers in violation of laws or contracts.

The use of anyone else’s confidential information without appropriate approvals.

The use of job interviews as a way of collecting confidential information about competitors or others.

Suggestions from third parties for new products, product feature, or services when the source of the original idea is not fully known.

Information obtained through any behavior that could be construed as “espionage”, “spying” or which you would not be willing to fully disclose.

Unverified third party claims that business intelligence was obtained properly.

Make sure yOu:Obtain competitive information only through legal and ethical means, never through misrepresentation.

Never contact a competitor regarding their confidentialinformation.

Respect the obligations of others to keep competitive

information known to them as confidential.

Do not induce or receive confidential information of other companies.

Are certain that third parties acting on our behalf live up to our standards.

Never pressure new employees to discuss confidential information from their previous employer.

Do not disclose suppliers’ non-public pricing information.

Gathering information about our competitors in an ethical manner Information about competitors is a valuable asset in today’s competitive business environment. When collecting business intelligence, Tribune Media employees, and others who are working on our behalf, must always live up to the highest ethical standards.

We must never engage in fraud, misrepresentation or

deception to obtain information. Nor should we use invasive technology to “spy” on others. We also need to be careful when accepting information from third parties. You should know and trust their sources and be sure that the knowledge they provide is not protected by trade secret laws, or non-disclosure or confidentiality agreements.

While Tribune Media employs former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers.



Q I am a manager in sales and advertising. One of myteam members who recently joined tribune Media from a competitor has with her a customer list and price list of the competitor. she says she plans to use it to our advantage. should I just ignore this and let her do it?

a No. If an employee retains competitor information it canresult in legal action by the competitor. You must report this to the Law Department for appropriate action.

tO learn MOre:

Contact your supervisor or the Law Department. You can discuss any questions, concerns you may have about collecting business intelligence with these resources.

Maintaining our standards of journalistic integrityIn order to maintain our good name as a trusted source of news and information, we must be vigilant in adhering to the highest standards of journalistic integrity.

We must strive to always present a fair, balanced and comprehensive account of events.

Our news organizations must be independent and free of conflicts real or perceived, and our reporting

must be free from any and all forms of fabrication or plagiarism.

If our viewers, customers and online users have reason to doubt the credibility of our work, quality won’t matter. They will go elsewhere.

INTEGRITY

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Stay customer focused

Dealing fairly and honestly with our customers We treat our customers fairly. We work to understand and meet their needs, while al-ways remaining true to our own ethical stan-dards. We tell the truth about our services and capabilities and we do not make prom-ises we cannot keep.

In short, we treat our customers as we would like to be treated.

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Make sure yOu:

Treat each customer fairly and honestly.

Speak up and talk to your supervisor if you have concerns about any error, omission, undue delay, or defect in quality or our customer service.

Promptly raise with your supervisor any potential conflict of interest

between you, customers or the Company.

Never take advantage of a customer through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices or intentionally unethical or illegal actions.

Never follow a customer’s request to do something that you regard as unethical or unlawful.

Respond promptly to customer requests and questions.

Promise what you can deliver and deliver on what you promise.

tO learn MOre:Contact your supervisor. They can help you with any questions or concerns you

WatCh Out FOr:Pressure from colleagues or managers to cut corners on quality or delivery standards.

HONESTY

The temptation to tell customers what you think they want to hear rather than the truth; if a

situation is unclear, begin by presenting a fair and accurate picture as a basis for decision.

have about our products or customer service.

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Protecting the privacy of customers’ information Customers and users of our online We must protect their

services place their trust in us. confidential information.

Make sure yOu:

Understand and adhere to the law, regulations, Company policy and agreements on the use, protection and retention of information from or about customers.

Know which types of information are given heightened protection by the law and Company policy (such as personally identifiable information, government-issued identification numbers and bank account numbers) and protect them through

appropriate means (such as encryption or other types of limited access).

Never share customer information outside the Company except as authorized.

Consult your immediate supervisor or the Law Department if law enforcement or regulatory authorities or any other person outside the Company requests customer or user information.

Immediately report to your supervisor any loss or inadvertent disclosure of customer or user information.

Take steps, if you work outside of the office, to ensure that customer or user information is secure and is protected from theft or disclosure to unauthorized persons.

Never use customer information for personal gain.

tO learn MOre:

Contact your supervisor, the Human Resources Department, the Law Department or Internal Audit. You can discuss any questions or concerns you have about customer and online user privacy with these resources.

See Tribune Media’s Privacy Policy at Tribunemedia.com.

WatCh Out FOr:Requests by business partners for information about our customers or users.

Unintentional exposure of customer information in public settings such as on

phone calls or while working on your laptop.

Q I brought home a usB flashdrive containing some customer information so that I could work on it at home on my tribune Media-supplied computer. Was that okay?

a Yes, it is okay, however, youmay need to take additional precautions. Many employees work remotely but, in general, are expected to ensure the same security and confidentiality for our data and information when working remotely as when working at the office.

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Be transparent and honest when communicating on behalf of the

Company

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Communicating with the public As a media company that serves the pub-lic’s interest, we must maintain the highest standards of integrity, objectivity and trans-parency. We are committed to honest, pro-fessional and legal communications to col-leagues, business partners, and the public.

To meet our standards, it is important that only authorized persons speak on behalf of the Company. Our news organizations have specific responsibilities and obliga-tions with regards to reporting news involv-ing our company and should refer to the policies and procedures at their individual business unit. This section is not meant to infringe upon or limit these individuals.

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Make sure yOu:Refer inquiries about our activities, sales or financial results, or strategic plans to your supervisor, the Corporate Communications Department or Investor Relations.

Always get prior approval from your supervisor or the Corporate Communications

Department before making public speeches, writing articles for professional journals or other public communication when you are identified with the Company.

Obtain approval from your supervisor or the Corporate Communications Department

before distributing any communication intended for a broad employee audience.

Never give the impression that you are speaking on behalf of the Company unless this is part of your job responsibilities.

tO learn MOre:Contact your supervisor or the Corporate Communications Department.

You can discuss any questions or concerns you have about communicating

with the public with these resources.

WatCh Out FOr:Any suggestion that you speak for the Company in your personal communications, including in emails, blogs, message boards and social networking sites unless

this is part of your job responsibilities.

Temptations to use your Company title or affiliation outside work for Tribune Media – such as in charitable

or community work – without making clear the fact that the use is for identification only and that you are not representing the Company.

Those within the company that are authorized to speak on behalf of Tribune Media are charged with ensuring that our disclosures and communica-tions are accurate, full, honest and consistent. As such, if you are not a member of any news department and you receive a

media or analyst inquiry, you should not provide any com-ments but rather direct them to your supervisor or to the ap-propriate people within Tribune Media who are authorized to respond. Media inquiries should be referred to either Tribune

Media’s Corporate Communi-cations department or to the person your business unit has designated to respond to the media. Similarly, financial analyst inquiries should be referred to Tribune Media’s Investor Relations department.



Make sure yOu:

Do not post sensitive or classified information. Posting it may create a liability to the company through possible violations of security, export control, and insider trading. There may also be

implications in the case of litigation and the discovery of documents.

Never post false information, or anything that might defame others or damage

our brand or reputation. And never post material that is threatening, abusive, harassing or targeted toward any co-worker, customers, supplier or competitor.

tO learn MOre:

Contact your supervisor, the Law Department, Internal Audit or the Corporate Communications Department.

You can discuss any questions or concerns that you have about Social Media with these resources.

WatCh Out FOr:Excess use of external sites, since it may absorb significant network bandwidth.

The intermingling of personal and business transactions and information.

Malicious software which can be introduced into individual computers and networks.

This policy is not intended to preclude or dissuade you from engaging in activities protected by law, such as discussing wages, benefits or terms and conditions of employment, including discussions

regarding forming, joining or supporting labor unions, raising complaints about working conditions for your and your fellow employee’s manual aid or protection or other legally protected activities.

Social MediaWe must be especially careful when writing communications that might be published, and this includes postings to the internet. If you participate in online forums, blogs, newsgroups, chat rooms, or bulletin boards, never give the impression that you are speaking on behalf of Tribune Media unless you are authorized

to do so. If you reveal that you are a Tribune Media employee, make it clear that your views are yours alone. And always think carefully before you hit the ‘send’ button. In particular, remember that any harassment, bullying, discrimination, or retaliation that would not be permissible in the workplace is

not permissible while on-line.

Those who work in our news organization are subject to additional standards when using social media. Consult your supervisor or the Human Resources Department for more information.

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Ensure accurate and

complete business records

Business records and disclosures Business partners, government official and the public need to be able to rely on the accuracy and completeness of our disclosures and business records. Accurate information is also essential within the Company so that we can make good decisions.

Our books and records must be clear, complete 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 the U.S. Fed-eral Communication Commissions (FCC) logs, website hits, documentation on materi-al technology and systems of the Company, and employee records.

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Managing our recordsTribune Media has records management procedures to ensure that our books and records are maintained, stored and destroyed, when appropriate, in accordance with our business needs and in compliance with applicable regulations.

Each of us is responsible for information and records

under our control. We must be familiar with the recordkeeping procedures that apply to our jobs and we are accountable for the accuracy and truthfulness of the records we produce. It is also our responsibility to keep our records organized so that they can be located and retrieved when needed.

Documents should only be destroyed in accordance with our records retention procedures, and never in response to or in anticipation of an investigation or audit. Contact the Law Department if there is any doubt about the appropriateness of record destruction.

Make sure yOu:Create accounting and business records that accurately reflect the truth of the underlying event or transaction.

Record transactions as prescribed by our system of internal controls.

Write carefully and clearly in all your business communications, including emails. Write with the understanding that someday they may become public documents.

Sign only documents – including contracts – you have reviewed, are authorized to sign, and believe are accurate and truthful.

Retain, protect and dispose of records according to our records retention procedures. Records subject to legal hold notices, document preservation requests or regulatory requirements may be subject to additional protections.

Know all applicable Tribune Media policies if your job involves financial oroperational recording or reporting. You also need to know all applicable requirements of third party reporting agencies or government entities such as the U.S. Securities and Exchange Commission (SEC) and the FCC.

Consult with Internal Audit if you are uncertain about the validity of an entry or process.

Employees with a role in financial oroperational recording or reporting have a special responsibility in this area, but all of us contribute to the

process of recording business results and maintaining records. Each of us is responsible for helping to ensure the information

we record is accurate and complete and maintained in a manner that is consistent with our system of internal controls.

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WatCh Out FOr:False claims on an expense report or time sheet.

Inaccuracy, incompleteness and untruth when submitting quality or safety results.

Sales which are recorded falsely or early. Do not understate or overstate known liabilities and assets, or defer recording items that should be expensed.

Financial entries which are unclear or incomplete. Do not hide or disguise the true nature of any transaction.

The maintaining of undisclosed or unrecorded funds, assets or liabilities.

Any interference with the auditing of Tribune Media’s financial records.

Any suspicion you may have of the aforementioned conduct. If you suspect any of the above is happening, or you suspect any irregularity relating to the integrity of our records, you need to report it immediately to your supervisor, the Law Department or Internal Audit.

Q at the end of the last quarter reporting period,my supervisor asked me to record additional expenses even though I had not yet received the invoices from the supplier and the work has not yet started. I agreed to do it, mostly because I didn’t think it really made a difference since we were all sure that the work would be completed in the next quarter. now I wonder if I did the right thing.

a No, you did not. Costs must be recorded in theperiod in which they are incurred. The work was not started and the costs were not incurred by the date you recorded the transaction. It was therefore a misrepresentation and, depending on the circumstances, could amount to fraud.

tO learn MOre:

Contact the Law Department or Internal Audit. You can discuss any questions or concerns you may have about our records management and disclosure processes or legal holds with these resources.

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Honor our commitments

- protect our information and assets

Using our resources as they were intended We are entrusted with Company assets and are personally responsible for protecting them and using them with care. Company assets in-clude funds, facilities, equipment, information systems, intellectual property, and proprietary and/or confidential information.

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Make sure yOu:Only use Tribune Media assets for legitimate business purposes.

Avoid any use of Company assets that might cause loss to the Company or damage to the assets.

Protect and secure Company and customer information used in the course of your work, including data stored on information systems.

Do not share passwords or allow other people, including friends and family, to use Tribune Media’s resources.

Do not engage in activities that degrade system performance or circumvent security measures.

Do not attempt to access any data or programs that you are not authorization to view.

Protect Company assets and ensure their efficient use.

Do not download, install, or run programs not identified as “Authorized Software” by the Company.

Immediately tell your supervisor or someone from the Human Resources Department or Internal Audit or contact the Ethics Alertline if you suspect any fraud or theft of company assets.

tO learn MOre:Contact your supervisor, the Human Resources Department, the Law Department or Internal Audit. You can discuss

any questions or concerns you have about protecting Tribune Media’s assets with these resources.

See Tribune Media’s Information Systems Acceptable Use Policy located on Triblink (intranet.tribunemedia.com).

WatCh Out FOr:Co-workers who are excessively protective of their computers (because they may be concerned that their misuse of their computers or other Tribune Media assets may be discovered by others).

Company property that is not secured when not in use.

Requests to share or disclose confidential information without proper confidentiality protections.

Requests to share or disclose intellectual property of the Company without proper licensing or without compensation.

Copying of the Company’s software and removing it from Company facilities or installing it on unprotected third-party information systems.

Allowing others to borrow or use Tribune Media equipment without approval.

Unknown individuals without proper credentials in our facilities.

Excessive use of Tribune Media resources for personal purposes.

Lax enforcement of electronic access control cards.

Sharing of passwords.



Safeguarding our intellectual propertyTribune Media’s intellectual property is an important asset that must be protected. Some examples of intellectual property are:

Business and marketing plans

Company initiatives (existing, planned, proposed or developing)

Customer lists

Inventions and discoveries

Trade secrets

Methods, know-how and techniques

Innovations and designs

Systems, software and technology

Works of authorship (e.g., video, text, photos, illustrations, and graphics)

Brands

Patents, trademarks and copyrights.

As part of your employment with Tribune Media, you need to promptly disclose to Company management any inventions or other intellectual property

that you create while you are employed by Tribune Media. If this occurs, you would also need to promptly assign this intellectual property to the Company or do anything else reasonably necessary to allow Tribune Media to secure the appropriate patents, copyrights or other forms of legal protection. If you suspect any theft, misuse, or improper disclosure of the Company’s intellectual property, immediately tell your supervisor or someone from the Human Resources Department, Internal Audit or the Law Department.

Protecting the Company’s confidential informationOne of our most valuable assets is information. Each of us must be vigilant and protect Tribune Media’s confidential information. This means keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential

information in public areas. It is expected that you will not share the Company’s proprietary and/or confidentialinformation with anyone outside the Company. Some common examples of what may be considered confidentialinformation include business

plans, trade secrets, know-how, inventions and other information that might be useful to our competitors,

The obligation to preserve Tribune Media’s confidentialinformation continues even after your employment ends.

WatCh Out FOr:Discussions of confidentialinformation when others might be able to overhear

what is being said – for example on planes, elevators and when using mobile devices.

The sending of confidentialinformation to unattended email addresses, fax machines or printers.

Make sure yOu:Use and disclose confidential information only for legitimate business purposes.

Properly label confidentialinformation to indicate

how it should be handled, distributed and destroyed.

Protect intellectual property and confidential information by sharing it only with authorized parties.

Only store or communicate Company information using Tribune Media’s information systems and refrain from using personal email to conduct Tribune Media business unless the situation requires such use.

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Respecting employee privacyIn recent years, individuals, companies and governments have grown increasingly concerned about the privacy and security of personal information. As a result, laws protecting personal information

and how it may be collected, shared, and used are becoming more common.

Many of us have access to personal information related to our colleagues and

others. While protecting this information may now be a legal requirement, for us at Tribune Media privacy has always been a matter of trust.

tO learn MOre:Contact your supervisor, the Human Resources Department, the Law

Department or Internal Audit. You can discuss any questions or concerns you have about

Make sure yOu:Learn which types of information are given heightened protection by the law and Company policy (such as personally identifiable information, government-issued identification numbers, home addresses, telephone numbers, personal email addresses, drivers’ license numbers, and bank account numbers) and protect them

through appropriate means (such as encryption or other types of limited access).

Protect the confidentialityof personal information of current and former colleagues, as well as job applicants, business partners and customers.

Never share colleagues’ infor-mation outside the Company.

Don’t access, discuss or share confidential information unless there is a legitimate business reason to do so.

Only share confidential employ-ee information within the Com-pany if you have made sure it will be appropriately protected.

Immediately report to a manag-er any loss or inadvertent disclo-sure of employee information.

tO learn MOre:Contact your supervisor, the Human Resources Department, the Law Department or Internal Audit.

You can discuss any questions or concerns you have about

employee privacy and confidential information with these resources.

WatCh Out FOr:Unintentional exposure of confidential information in public settings such as on phone calls or while working on your laptop.

Missteps when sending personal information across borders or to third parties. Make sure that such transmissions are for

legitimate business reasons and that they comply with local law. Also ensure that the recipient will safeguard the information.

confidential information with these resources.



Exercise corporate citizenship

- follow the letter and spirit of the law

Preventing anti-competitive business practices We believe in free and open competition and never engage in improper practices that may limit competition and we never look to gain competitive advantages through unethical or illegal business practices, but rather through superior performance.

We do not enter into agreements with com-petitors to engage in any anti-competitive behavior, including setting prices or dividing up customers, suppliers or markets.

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WatCh Out FOr:Temptations to engage in informal conversations with competitors about competitively sensitive information. A conversation may be a breach of competition law whether it is formal or informal.

The use or dissemination of non-public information about competitors from new hires

or candidates for employment.

Conversations with competitors that could be perceived as limiting competition. If such a conversation begins, leave the meeting immediately and report it to the Law Department.

Improper support of competitors. 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.

Make sure yOu:

Never share the Company’s competitively sensitive information with a competitor of the Company.

Never share competitively sensitive information of business partners or other third parties with their competitors.

Never take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices or intentionally unethical or illegal action.

Also, anti-trust and fair competition laws are complex

and compliance requirements can vary depending on the circumstance, but in general, the following activities are red flags and should be avoided and reported to your supervisor, the Human Resources Department, the Law Department or Internal Audit:

COllusIOn — when companies secretly communicate or agree on how they will compete. This could include agreements or exchanges of information on pricing, terms, wages, or allocations of markets.

BID-rIggIng — when competitors or service providers manipulate bidding

so that fair competition is limited. This may include comparing bids, agreeing to refrain from bidding or knowingly submitting noncompetitive bids.

tyIng — when a company with market power forces customers to take products or services that they do not want or need.

PreDatOry PrICIng — when a company with market power sells a product or service below cost so as to eliminate or harm a competitor, intending to recover the loss of revenue later by raising prices after the competitor has been eliminated or harmed.

tO learn MOre:

Contact your supervisor or the Law Department. You can discuss any questions or concerns you may have about anti-trust and anti-competitive business practices with these resources.

Q I received sensitive pricing information from oneof our competitors. What should I do?

a You should contact your supervisor or the LawDepartment without delay and before any further action is taken. It is important that from the mo-ment we receive such information we demonstrate respect for anti-trust and fair competition laws and we make clear that we expect others to do the same. This requires appropriate action that can only be decided on a case-to-case basis and may include sending a letter to the competitor.

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Qand

A Ethics Alertline 855-871-9133

Q I’m not sure what kind of information is cov-ered by the term ‘material information.’ What does it include?

a ‘Material information’ includes any information thata reasonable investor would consider important when deciding whether to buy, sell or hold a securi-ty. This can include news about acquisitions, finan-cial results, important management changes, as well as news about the financial performance of a company. If you’re in doubt about whether certain information is material or has been released to the public, don’t trade until you have consulted with your supervisor and the Law Department.

WatCh Out FOr:tIPPIng - 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 Media-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.

Requests by friends or family for information about Tribune Media or companies that we do business with or have confidentialinformation about. Even casual conversations could be viewed as illegal “tipping” of inside information.

Transactions of Company securities on margin, or involving short sales, puts, calls, options or other derivatives are never allowed (unless the proposed transaction is pre-cleared by the General Counsel of the Company in accordance with Tribune Media Company’s Policy on Trading Securities)..

tO learn MOre:Discuss any questions, concerns about insider trading with your supervisor, Internal Audit or the Law Department.

See Tribune Media’s Securities Trading Policy located on Triblink (intranet.tribunemedia.com).

Never trade while in possession of inside informationConfidential information may not be used for personal benefit. Each of us is prohibited from trading securities or passing information on to others who

then trade (‘tipping’) on the basis of material information before it is made publicly available to ordinary investors.

Employees are expected to review and adhere to the Company’s Policy on Trading Securities.

Make sure yOu:Do not buy or sell securities of Tribune Media or any other company when you have material, nonpublic information about that company.

Do not communicate such material nonpublic information to other people.

Review and follow Tribune Media Company’s policy on Trading in Securities.


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Make sure yOu:

Receive all necessary approvals before using any Company resources to support political activities.

Are clear when expressing your personal political views and ac-tivities that they are not viewed as those of the Company.

Do not use Tribune Media resources or facilities to support your personal political activities.

Q I will be attendinga fund raiser for a candidate for local office. Is it Ok to list my position at tribune Media as long as I don’t use any Company funds or resources?

a No. You may notassociate Tribune Media in any way with your personal political activities.

Q I would like to invite an elected officialto speak at an upcoming Company event. Would that be a problem?

a Contact the Law Department before inviting an

elected official or other governmental officer to attend a Company event. Depending upon the circumstances and the jurisdiction, there may be special considerations. For example, in some countries, if the invitee is in the midst of a reelection campaign, the Company event could be viewed as support for the campaign. Any food, drink, or transportation provided to the invitee could be considered a gift. In either case, there would be limits and reporting obligations.

tO learn MOre:

Contact the Law Depart-ment. They are available to discuss any questions or concerns you may have about political contributions or political activities.

Exercising discretion when involved in the political processTribune Media respects your right to voluntarily participate in your community and in the political process including making your own personal social and political contributions. However, due to complex finance and ethics laws, there are specific guidelines that must be followed before lobbying, making contributions on behalf of

Tribune Media, or campaigning for or holding public office.

Tribune Media 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 either the General Counsel

or the Chief Executive Officer. All political contributions are reported to the Audit Committee of the Board of Directors every year.

This prohibition, however, relates only to the Company. It is not intended to discourage you from making your own personal contributions.

WatCh Out FOr:lOBByIng - Interactions with government officials or reg-ulators that could be seen as lobbying must be discussed in advance and coordinated with the Law Department.

Pressure – Never apply director indirect pressure on another employee, customer or business partner to contribute to, support, or oppose any political candidate or party.

IMPrOPer InFluenCe – Avoid even the appearance that you are making political or charitable contributions in order to gain favor or in an attempt to exert improper influence.

COnFlICts OF Interest - Holding or campaigning for political office must not create,

or appear to create, a conflict of interest with your duties.

Please note that employees in our news organizations are subject to additional restrictions. If you are not sure about what you can do, contact your supervisor or the Law Department.

37Ethics Alertline 855-871-9133


Excel through teamwork

and respect for one another

Living Our Core Values - respect and support for others We owe each other honesty and respect and we should treat others as we would want to be treated. To attract and keep talented indi-viduals, it is vital that we continue to have a supportive, professional, respectful and safe work environment. Maintaining this environ-ment not only helps Tribune Media succeed, it also creates the setting for each of us to thrive and to reach our full potential.

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Diversity and Fair TreatmentTribune Media brings together employees with a wide variety of backgrounds, skills and cultures. Combining such a wealth of

talent and resources creates the diverse and dynamic teams that consistently drive our results. Tribune Media believes in fair

treatment and complies with anti-discrimination laws in the countries where it operates.

Make sure yOu:Review, understand and comply with Tribune Media’s policies pertaining to fair treatment and anti-discrimination.

Treat others respectfully and professionally.

Promote diversity in the workplace.

Do not discriminate against others on the basis of any characteristic protected by law or Company policy.

Review your own decisions to ensure that you are using objective and quantifiable standards and business considerations to drive your actions.

tO learn MOre:

Contact your supervisor, your department head or the Human Resources Department. You are welcome to discuss any questions or concerns you

may have about diversity or fair treatment with these resources.

See Tribune Media Company’s Employee

Handbook located on Triblink (intranet.tribunemedia.com) or the Company’s Equal Opportunity Policy on the Company’s website (www.tribunemedia.com).

WatCh Out FOr:Comments, jokes or materials, including emails, which others might consider offensive.

The introduction of unrelated considerations into your busi-ness and employment decisions.

Harassment-Free Workplace We all have the right to work in an environment that is free from intimidation, harassment and abuse. Verbal or physical conduct by any employee that harasses another, dis-rupts another’s work perfor-mance, or creates an intimi-dating, offensive, abusive, or hostile work environment will not be tolerated.

In keeping with Tribune Media’s policy on fair treatment, we are committed to providing our employees with a professional work environment free from harassment.

If you feel you have been or are being harassed, immediately bring it to the attention of your

supervisor, your department head or your Human Resources representative. Complaints of harassment will be investigated and resolved in a thorough and timely manner and retaliation against anyone who, in good faith, complains about harassment is strictly prohibited and will not be tolerated.



WatCh Out FOr:Dismissive attitudes or comments about our anti-harassment policies.

The depiction of harassers as victims or of victims as complainers.

Verbal abuse, threats or taunting.

Make sure yOu:Help each other by speaking up when a co-worker’s conduct makes others uncomfortable.

Never tolerate sexual harassment including requests

for sexual favors, or other unwelcome verbal or physical conduct of a sexual nature.

Promote a positive attitude toward policies designed

to build a safe, ethical and professional workplace.

Report all incidents of harass-ment and intimidation that may compromise our ability to work together and be productive.

tO learn MOre:Contact your supervisor, your department head and/or the Human Resources Department. You can discuss

any questions or concerns about harassment with these resources.

See Tribune Media’s Employee Handbook located

on Triblink (intranet.tribunemedia.com) for more information on the Company’s Anti-Harassment Policy.

Make sure yOu:Observe the safety, security and health rules and practices that apply to your job.

Always display and swipe your personal identification badge when entering and ex-iting secure areas and do not

allow others to enter without properly swiping their person-al identification badges.

Notify your supervisor or the Human Resources Department immediately about any unsafe equipment, or any situation

that could pose a threat to health or safety.

Maintain a neat, safe working environment by keeping work stations, aisles and other work spaces free from obstacles, wires and other potential hazards.

Maintaining a Safe and Healthy WorkplaceTribune Media is committed to providing a safe and healthy workplace for colleagues and visitors to our facilities and to operating in an environmentally sound manner. Each of us is responsible for acting in a way that protects ourselves and others. Tribune Media requires that all employees practice safe work habits and follow all applicable

safety, security and health rules and practices.

Situations that may pose a health, safety or environmental hazard must be reported immediately. Immediately notify your supervisor, your department head, security and/or the Human Resources Department about any unsafe equipment, unsafe practices or working conditions or any

situation that could pose a threat to health or safety or damage the environment.

We can only achieve our goal of a safe and healthy workplace through the active participation and support of everyone. Be proactive and speak up. The more we communicate, the better we can respond to any unsafe or unhealthy working conditions.

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WatCh Out FOr:

Unsafe practices or work conditions.

Lax enforcement of security standards, such as facility

entry procedures and password protocols.

Threats, intimidation and violence. These are

unacceptable and have no place at Tribune Media, in our workplace or at any off-site work-related activity.

tO learn MOre:Contact your supervisor, your department head, the Security Department and/or the Human Resources

Department. You should always feel free to discuss any questions or concerns

about environmental, health and/or safety with these resources.

Drug and Alcohol PolicyTo further Tribune Media’s interest in maintaining a safe, healthy and productive working environment for its employees, Tribune Media strictly maintains policies pertaining to drug and alcohol use.

Employees are strictly prohibited from working, conducting Tribune Media business, or operating Tribune Media vehicles, equipment, or machinery while under the influence of alcohol or illegal drugs. Employees are strictly prohibited from attempting to use, possess, sell, purchase, transfer, manufacture, or store controlled substances -- or assist another to do so -- while

conducting Tribune Media business, or while on Tribune Media property or in Tribune Media vehicles. While employees normally should not use or be under the influence of alcohol while working or conducting Company business, we recognize that there may be occasions where the responsible use of alcohol is acceptable. For example, we recognize that employees may have a glass a wine at a departmental holiday luncheon or a beer while entertaining a customer at a professional sporting event. When alcohol is consumed while conducting Company business or at a Company event, it must be done responsibly and legally.

On those occasions when alcohol is consumed while conducting Company business or at a Company event, employees are strictly prohibited from using alcohol: i) to excess; ii) where its useresults in impairment; iii) where its use could endanger the health or safety of the employee or others; or iv) where its use would violate any law, including without limitation, laws pertaining to the operation of motor vehicles.

tO learn MOre:Contact your supervisor or the Human Resources Department. Always feel free to discuss any questions or concerns about Tribune

Media’s Drug and Alcohol Policy with these resources.

See Tribune’s Employee Handbook located on Triblink

(intranet.tribunemedia.com) for more information on the Company’s Drug and Alcohol Policy.



Serve the greater good

Being a good neighbor Tribune Media and its employees are active contributors to the communities where we do business. As a company and individual-ly, we demonstrate our social responsibility through providing jobs and services, char-itable contributions, pro bono assistance, volunteerism and partnerships with worthy local organizations.

While each of us is encouraged to become actively involved in the life of our community by supporting worthy causes and events, it is important to remember that we must not pressure others to contribute to or partic-ipate in our preferred charitable organiza-tions and we should never participate in Tri-bune Media’s decisions regarding a charity or other organization where we volunteer.

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Q I have been asked by a localnon-profit organization whether tribune Media can donate a copy machine for their office. the or-ganization does good work in the community and may even benefit associates and their families who live nearby. Can the Company make such donations?

a Before any donations can be made,it must be clear that this will not in any way influence someone to provide Tribune Media with an improper advantage. Then, the question is whether such donations are in line with the Company’s general practice on charitable contributions. For this reason, you must obtain approval from your supervisor and from Tribune Media’s Corporate Finance Department.

Q My supervisor often asks me to supportfund-raising activities for his children’s schools, his favorite charities and to sponsor him in fund-raising walks and races. sometimes I feel I don’t have a choice – what can I do?

a Selling, soliciting or collecting contribu-tions for any purpose on Tribune Media’s premises is prohibited. The only excep-tion is for Tribune Media approved fund-raisers. In addition, pressuring others to contribute to or join charities, groups, or political activities is not allowed. Your supervisor may not view his actions as ‘pressure’ and may not be aware of our policy. If you are comfortable doing so, talk to him about the problem. As an alternative, you can contact the Human Resources Department.

WatCh Out FOr:Requests from business partners to give to charitable causes. Like all other char-itable contributions, these

requests must be approved. If a business partner asks you to contribute from your own funds, consult your supervi-

sor to make sure doing so will not give the appearance of a conflict of interest.

Make sure yOu:Take community interests into account when making decisions.

Make decisions with a long-term view.

Are clear in communicating that your personal support of charitable causes is not viewed as those of the Company.

Follow the Company’s policies and procedures for making and soliciting charitable contributions.

tO learn MOre:Contact your supervisor or the Human Resources Department. You can

discuss any questions or concerns about charitable contributions and our work

in the community with these resources.

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WatCh Out FOr:Possible conflicts of interest that could arise through your community and charitable activities.

Requests from business partners to give to charitable causes. These requests must

Make sure yOu:

Immediately report any suspected potential human rights-related violations including any possible

violations by our business partners.

Understand and comply with local laws and customs;

however, if they conflict with our Code or policies, consult with the Legal Department and follow the most stringent standard.

Protecting human rightsAs part of our commitment to good business practices worldwide, we respect human rights in all of our operations. This means, in part, that we provide reasonable working

hours and fair wages for those who work on our behalf. We also have a zero tolerance policy for the use of child or forced labor, or human trafficking practices. We expect our suppliers,

consultants, contractors, subcontractors and other business partners to uphold the same standards.

be approved as part of the Company process, like all other charitable donations.

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WatCh Out FOr:Business practices that pose an environmental hazard or

unnecessarily waste natural resources.

Make sure yOu:

Comply with all applicable environmental laws, regulations, and Tribune Media’s policies, and report any incidents or conditions that might result in an

environmental violation or adverse impact.

Do your part to reduce your use of energy, including turning off your electronic equipment when not in use.

Think ahead and be proactive. Help identify opportunities for improving our environmental performance, including for example, additional ways that we can conserve and recycle.

Using our natural resources wiselyWe recognize our responsibility to conduct business in a way that protects and improves the state of the environment for future generations. We are committed to working with our business partners and suppliers

to strengthen environmental stewardship and responsibility.

We are committed to meeting or exceeding applicable environmental laws and regulations and to continuously

improve our environmental performance through resource conservation, waste minimization, water and energy efficiency and effective use of raw materials.

tO learn MOre:

Contact your supervisor or the Human Resources Department. You can

discuss any of your questions or concerns about our environmental and

sustainability initiatives with these resources.



Waivers and exceptions

Management will regularly reassess this Code and recommend changes to the Board of Directors for approval. You should understand that waivers or ex-ceptions to this Code will only be grant-ed in advance and only under exception-al circumstances.

A waiver of this Code for any executive officer or director may be granted only by the Board of Directors or a designat-ed committee of the Board and the waiv-er and the reason for the waiver must be promptly disclosed to shareholders in accordance with applicable law and New York Stock Exchange requirements.

The Code of Ethics and Business Con-duct does not create a contract between you and the Company and no promise of any kind is made by the Company in this Code.

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Acknowledgement Form

I acknowledge that I have received, read and understand either an electronic or hard copy of Tribune Media’s Code of Ethics and Business Conduct (the “Code”). As a condition of my continued employment, I agree to be bound by and comply fully with the standards contained in the Code and the related company policies referenced therein. I understand and agree that my failure to comply fully with the standards contained in the Code and/or the related company policies may result in disciplinary action, up to and including termination of my employment.

Signature ___________________________________

Printed Name _______________________________

Business Unit _______________________________

Date _______________________________________
