UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

		
[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 2016	
 
OR

		
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934	

Commission File No. 001-36230  
Tribune Publishing Company
(Exact name of registrant as specified in its charter) 

			
Delaware	 	38-3919441	
(State or other jurisdiction
of incorporation or organization)	 	(I.R.S. employer
identification no.)	
 	 	 	
435 North Michigan Avenue	 	 	
Chicago Illinois	 	60611	
(Address of principal executive offices)	 	(Zip code)	
Registrant’s telephone number, including area code: (312) 222-9100
 
Former name, former address and former fiscal year, if changed since last report.
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X    No   
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  X    No    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

			
Large accelerated filer ____	 	Accelerated filer    X    	
Non-accelerated filer ____	 	Smaller reporting company ____	

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes __  No  X
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	
			
Class	 	Outstanding at May 2, 2016	
Common Stock, $0.01 par value	 	31,673,087	

	
					
 	 	TRIBUNE PUBLISHING COMPANY	 	 	
 	 	FORM 10-Q	 	 	
 	 	TABLE OF CONTENTS	 	 	
 	 	 	 	Page	
 	 	 	 	 	
PART I	 	FINANCIAL INFORMATION	 	 	
 	 	 	 	 	
Item 1.	 	Financial Statements  (unaudited)	 	3	
 	 	 	 	 	
Item 2.	 	Management's Discussion and Analysis
of Financial Condition and Results of Operations	 	21	
 	 	 	 	 	
Item 3.	 	Quantitative and Qualitative Disclosures about Market Risk	 	33	
 	 	 	 	 	
Item 4.	 	Controls and Procedures	 	33	
 	 	 	 	 	
PART II	 	OTHER INFORMATION	 	34	
 	 	 	 	 	
Item 1.	 	Legal Proceedings	 	34	
 	 	 	 	 	
Item 1A.	 	Risk Factors	 	34	
 	 	 	 	 	
Item 2.	 	Unregistered Sales of Equity Securities and Use of Proceeds	 	34	
 	 	 	 	 	
Item 3.	 	Defaults Upon Senior Securities	 	34	
 	 	 	 	 	
Item 4.	 	Mine Safety Disclosures	 	34	
 	 	 	 	 	
Item 5.	 	Other Information	 	34	
 	 	 	 	 	
Item 6.	 	Exhibits	 	34	
 	 	 	 	 	
 	 	SIGNATURES	 	36	

1

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-Q, as well as the information contained in the notes to our Consolidated Financial Statements, include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based largely on our current expectations and reflect various estimates and assumptions by us. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include: competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand, circulation levels and audience shares; our ability to develop and grow our online businesses; our reliance on revenue from printing and distributing third-party publications; changes in newsprint prices; macroeconomic trends and conditions; our ability to adapt to technological changes; our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures; our success in implementing expense mitigation efforts; our reliance on third-party vendors for various services; adverse results from litigation, governmental investigations or tax-related proceedings or audits; our ability to attract and retain employees; our ability to satisfy pension and other postretirement employee benefit obligations; changes in accounting standards; the effect of labor strikes, lockouts and labor negotiations; regulatory and judicial rulings; our indebtedness and ability to comply with debt covenants applicable to our debt facilities; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and other events beyond our control that may result in unexpected adverse operating results. For more information about these and other risks, see “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2016, and in our other filings with the Securities and Exchange Commission.
The words “believe,” “expect,” “anticipate,” “estimate,” “could,” “should,” “intend,” “may,” “will,” “plan,” “seek” and similar expressions generally identify forward-looking statements. However, such words are not the exclusive means for identifying forward-looking statements, and their absence does not mean that the statement is not forward looking. Whether or not any such forward-looking statements are, in fact, achieved will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

2

PART I.
Item 1.    Financial Statements
TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In thousands, except per share data)
(Unaudited)

									
 	 	Three months ended	
 	 	March 27,
2016	 	March 29,
2015	
Operating revenues:	 	 	 	 	
Advertising	 	$	214,683		 	$	224,470		
Circulation	 	121,750		 	109,283		
Other	 	61,786		 	64,521		
Total operating revenues	 	398,219		 	398,274		
 	 	 	 	 	
Operating expenses:	 	 	 	 	
Compensation	 	162,100		 	149,231		
Circulation and distribution	 	73,056		 	70,706		
Newsprint and ink	 	25,978		 	31,295		
Other operating expenses	 	126,866		 	123,437		
Depreciation	 	11,488		 	10,825		
Amortization	 	2,636		 	1,884		
Total operating expenses	 	402,124		 	387,378		
 	 	 	 	 	
Income (loss) from operations	 	(3,905	)	 	10,896		
Loss on equity investments, net	 	(129	)	 	(57	)	
Interest expense, net	 	(6,744	)	 	(5,867	)	
Reorganization items, net	 	(94	)	 	(601	)	
Income (loss) before income taxes	 	(10,872	)	 	4,371		
Income tax expense (benefit)	 	(4,409	)	 	1,856		
Net income (loss)	 	$	(6,463	)	 	$	2,515		

 	 	 	 	 	
Net income (loss) per common share:	 	 	 	 	
Basic	 	$	(0.22	)	 	$	0.10		
Diluted	 	$	(0.22	)	 	$	0.10		
 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	
Basic	 	29,334		 	25,495		
Diluted	 	29,334		 	25,790		
 	 	 	 	 	
Dividends declared per common share:	 	$	—		 	$	0.175		

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

									
 	 	Three months ended	
 	 	March 27,
2016	 	March 29,
2015	
Net income (loss)	 	$	(6,463	)	 	$	2,515		
Other comprehensive loss, net of taxes:	 	 	 	 	
Unrecognized benefit plan gains (losses):	 	 	 	 	
Amortization of actuarial gains to periodic pension cost during the period, net of tax benefit of $89 and $288, respectively	 	(137	)	 	(440	)	
Foreign currency translation	 	—		 	(22	)	
Other comprehensive loss, net of taxes	 	(137	)	 	(462	)	
Comprehensive income (loss)	 	$	(6,600	)	 	$	2,053		

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

TRIBUNE PUBLISHING COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

	
									
 	 	March 27,
2016	 	December 27, 2015	
Assets	 	 	 	 	
Current assets	 	 	 	 	
Cash	 	$	95,794		 	$	40,832		
Accounts receivable (net of allowances of $17,945 and $17,590)	 	198,049		 	240,813		
Inventories	 	15,277		 	13,688		
Prepaid expenses and other	 	21,588		 	16,824		
Total current assets	 	330,708		 	312,157		
	 	 	 	 	
Property, plant and equipment	 	 	 	 	
Machinery, equipment and furniture	 	243,263		 	240,393		
Buildings and leasehold improvements	 	7,452		 	7,377		
 	 	250,715		 	247,770		
Accumulated depreciation	 	(117,878	)	 	(108,393	)	
 	 	132,837		 	139,377		
Advance payments on property, plant and equipment	 	4,001		 	5,162		
Property, plant and equipment, net	 	136,838		 	144,539		
 	 	 	 	 	
Other assets	 	 	 	 	
Goodwill	 	123,992		 	123,992		
Intangible assets, net	 	132,526		 	133,862		
Investments	 	2,348		 	3,677		
Deferred income taxes	 	73,283		 	81,540		
Restricted cash	 	17,005		 	17,003		
Other long-term assets	 	16,457		 	16,196		
Total other assets	 	365,611		 	376,270		
 	 	 	 	 	
Total assets	 	$	833,157		 	$	832,966		

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

TRIBUNE PUBLISHING COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

	
									
 	 	March 27,
2016	 	December 27, 2015	
Liabilities and stockholders’ equity	 	 	 	 	
Current liabilities	 	 	 	 	
Current portion of long-term debt	 	$	21,949		 	$	21,826		
Accounts payable	 	66,000		 	80,881		
Employee compensation and benefits	 	97,714		 	97,717		
Deferred revenue	 	82,942		 	81,682		
Other current liabilities	 	21,199		 	31,324		
Total current liabilities	 	289,804		 	313,430		
 	 	 	 	 	
Non-current liabilities	 	 	 	 	
Long-term debt	 	363,366		 	367,847		
Deferred revenue	 	6,501		 	6,960		
Pension and postretirement benefits payable	 	101,736		 	109,159		
Other obligations	 	49,571		 	49,968		
Total non-current liabilities	 	521,174		 	533,934		
 	 	 	 	 	
Stockholders’ equity (deficit)	 	 	 	 	
Preferred stock, $.01 par value. Authorized 30,000 shares; no shares issued or outstanding at March 27, 2016 and December 27, 2015	 	—		 	—		
Common stock, $.01 par value. Authorized 300,000 shares, 31,782 shares issued and 31,661 shares outstanding at March 27, 2016; 26,357 shares issued and 26,236 shares outstanding at December 27, 2015	 	318		 	264		
Additional paid-in capital	 	62,304		 	19,251		
Accumulated deficit	 	(35,032	)	 	(28,639	)	
Accumulated other comprehensive loss	 	(4,043	)	 	(3,906	)	
Treasury stock, at cost - 121 shares at March 27, 2016 and December 27, 2015	 	(1,368	)	 	(1,368	)	
Total stockholders’ equity (deficit)	 	22,179		 	(14,398	)	
 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	833,157		 	$	832,966		

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(In thousands, except share data)
(Unaudited)

	
																												
 	 	Common Stock	 	Additional Paid in	 	Accumulated	 	Accumulated Other Comprehensive	 	Treasury	 	Total Equity	
 	 	Shares	 	Amount	 	Capital	 	Deficit	 	Loss	 	Stock	 	(Deficit)	
Balance at December 27, 2015	 	26,356,947		 	$	264		 	$	19,251		 	$	(28,639	)	 	$	(3,906	)	 	(1,368	)	 	$	(14,398	)	
Comprehensive loss	 	—		 	—		 	—		 	(6,463	)	 	(137	)	 	—		 	(6,600	)	
Dividends declared to common stockholders	 	—		 	—		 	—		 	70		 	—		 	—		 	70		
Issuance of stock from restricted stock unit conversions	 	204,958		 	2		 	(2	)	 	—		 	—		 	—		 	—		
Issuance of common stock	 	5,220,000		 	52		 	42,826		 	—		 	—		 	—		 	42,878		
Excess tax expense from long-term incentive plan	 	—		 	—		 	(653	)	 	—		 	—		 	—		 	(653	)	
Share-based compensation	 	—		 	—		 	1,619		 	—		 	—		 	—		 	1,619		
Withholding for taxes on restricted stock unit conversions	 	—		 	—		 	(737	)	 	—		 	—		 	—		 	(737	)	
Balance at March 27, 2016	 	31,781,905		 	$	318		 	$	62,304		 	$	(35,032	)	 	$	(4,043	)	 	$	(1,368	)	 	$	22,179		

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

TRIBUNE PUBLISHING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

									
 	 	Three Months Ended	
 	 	March 27,
2016	 	March 29,
2015	
Operating Activities	 	 	 	 	
Net income (loss)	 	$	(6,463	)	 	$	2,515		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Depreciation	 	11,488		 	10,825		
Amortization of intangible assets	 	2,636		 	1,884		
Amortization of contract intangible liabilities	 	(38	)	 	(27	)	
Allowance for bad debt	 	2,963		 	2,159		
Stock compensation expense	 	1,619		 	1,530		
Withholding for taxes on RSU vesting	 	(737	)	 	(1,861	)	
Gain on postretirement plan amendment	 	—		 	(7,799	)	
Other non-cash	 	(605	)	 	574		
Changes in working capital items, excluding acquisitions:	 	 	 	 	
Accounts receivable, net	 	39,802		 	31,824		
Prepaid expenses, inventories and other current assets	 	(4,609	)	 	9,884		
Accounts payable, employee compensation and benefits, deferred revenue and other current liabilities	 	(20,569	)	 	(38,816	)	
Pension contribution	 	(4,943	)	 	—		
Non-current deferred revenue	 	(459	)	 	(451	)	
Deferred income taxes	 	8,347		 	8,947		
Postretirement medical, life and other benefits	 	(1,081	)	 	(197	)	
Other, net	 	286		 	50		
Net cash provided by operating activities	 	27,637		 	21,041		
 	 	 	 	 	
Investing Activities	 	 	 	 	
Capital expenditures	 	(4,783	)	 	(13,126	)	
Other, net	 	6		 	(542	)	
Net cash used for investing activities	 	$	(4,777	)	 	$	(13,668	)	
 	 	 	 	 	
Financing Activities	 	 	 	 	
Proceeds from issuance of common stock	 	$	42,878		 	$	—		
Repayment of long-term debt	 	(5,272	)	 	(4,375	)	
Dividends paid to common stockholders	 	(4,757	)	 	(136	)	
Repayments of capital lease obligations	 	(94	)	 	—		
Proceeds from exercise of stock options	 	—		 	77		
Excess tax benefits (expense) realized from exercise of stock-based awards	 	(653	)	 	604		
Net cash provided by (used for) financing activities	 	32,102		 	(3,830	)	
 	 	 	 	 	
Net increase in cash	 	54,962		 	3,543		
Cash, beginning of period	 	40,832		 	36,675		
Cash, end of period	 	$	95,794		 	$	40,218		

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 : DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business —Tribune Publishing Company and its subsidiaries (collectively, the “Company” or “Tribune Publishing”) is a multiplatform media and marketing solutions company that delivers innovative experiences for audiences and advertisers. The Company’s diverse portfolio of iconic news and information brands includes award-winning daily and weekly titles, digital properties and verticals in major markets across the country. Tribune Publishing’s media groups include the Chicago Tribune Media Group, the California News Group, which consists of the Los Angeles Times Media Group and The San Diego Union-Tribune , the Sun Sentinel Media Group, the Orlando Sentinel Media Group, The Baltimore Sun Media Group, the Hartford Courant Media Group, the Morning Call Media Group and the Daily Press Media Group.
Fiscal Periods —The Company’s fiscal year ends on the last Sunday in December. Fiscal year 2016 ends on December 25, 2016 and fiscal year 2015 ended on December 27, 2015, both 52-week years with 13 weeks in each quarter.
Basis of Presentation —T he accompanying unaudited Consolidated Financial Statements and notes of Tribune Publishing have been prepared in accordance with United States generally accepted accounting principles ( “U.S. GAAP ”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of Tribune Publishing as of March 27, 2016 and December 27, 2015, and the results of operations and cash flows for the three months ended March 27, 2016 and March 29, 2015 . This includes all normal and recurring adjustments and elimination of intercompany transactions. Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts have been reclassified to conform to current period classifications. The year-end Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.
T ribune Publishing assesses its operating segments in accordance with ASC Topic 280, “Segment Reporting.” Tribune Publishing is managed by its chief operating decision maker, as defined by ASC Topic 280, as one business. Accordingly, the financial statements of Tribune Publishing are presented to reflect one reportable segment.
New Accounting Standards —In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Topic 718, Compensation—Stock Compensation . This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company is currently assessing how the adoption of this standard will impact the Company’s results of operations, financial condition or cash flows.
In February 2016, the FASB issued ASU 2016-02, Topic 842, Leases . This standard will require the recognition of lease assets and lease liabilities by lessees for operating leases. This ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of assessing the impact of ASU 2016-02 on the Company’s results of operations, financial condition or cash flows.
In July 2015, the FASB issued ASU 2015-11, Topic 330, Simplifying the Measurement of Inventory. This ASU requires an entity to measure inventory at the lower of cost or net realizable value, which consists of the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. This ASU is effective for reporting periods beginning after December 15, 2016. The guidance is to be applied prospectively. The Company adopted the standard in the first quarter of 2016. The adoption of this standard had no effect on the Company’s results of operations, financial condition or cash flows.
In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which provides guidance to customers about whether a cloud computing arrangement includes a software

9

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. This ASU is effective for reporting periods beginning after December 15, 2015. The Company adopted the standard as of the first quarter of 2016 and is applying the standard prospectively. The adoption of this standard had no effect on the Company’s results of operations, financial condition or cash flows.
In May 2014, the FASB issued ASU 2014-09, Topic 606, Revenue from Contracts with Customers , concerning revenue recognition. The new standard supersedes a majority of existing revenue recognition guidance under U.S. GAAP, and requires a company to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to use more judgment and make more estimates while recognizing revenue, which could result in additional disclosures to the financial statements. ASU 2014-09 allows for either a “full retrospective” adoption or a “modified retrospective” adoption. In August 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017 and to permit companies to voluntarily adopt the new standard as of the original effective date. The Company expects to adopt this standard on January 1, 2018. The Company is currently evaluating the revenue recognition impact this guidance will have once implemented and the implementation approach to be used.
NOTE 2: PROCEEDINGS UNDER CHAPTER 11
Chapter 11 Reorganization —On December 8, 2008, Tribune Media Company, formerly Tribune Company (“TCO”) and 110 of its direct and indirect wholly-owned subsidiaries (each a “Debtor” and, collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 (“Chapter 11”) of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). A joint plan of reorganization for the Debtors (the “Plan”) became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). Certain of the legal entities included in the Consolidated Financial Statements of Tribune Publishing were Debtors or, as a result of the restructuring transactions undertaken pursuant to the Plan, are successor legal entities to legal entities that were Debtors (collectively, the “Tribune Publishing Debtors”). Prior to December 27, 2015, the Chapter 11 estates of 96 of the Debtors were closed by a final decree issued by the Bankruptcy Court. The remainder of the Debtors’ Chapter 11 cases, including several of the Tribune Publishing Debtors’ cases, continue to be jointly administered under the caption “In re: Tribune Media Company, et al.,” Case No 08-13141.
Reorganization Items, Net —Reorganization items, net, generally includes provisions and adjustments to reflect the carrying value of certain prepetition liabilities at their estimated allowable claim amounts and, pursuant to ASC Topic 852, “Reorganizations,” is reported separately in Tribune Publishing’s Consolidated Statements of Income. Reorganization items, net, may also include professional advisory fees and other costs directly associated with the Debtors’ Chapter 11 cases.
Specifically identifiable reorganization provisions, adjustments and other costs directly related to Tribune Publishing have been included in the Company’s Consolidated Statements of Income for the three months ended March 27, 2016 and March 29, 2015 and consisted of the following (in thousands):

									
 	 	Three Months Ended	
 	 	March 27, 2016	 	March 29, 2015	
Reorganization costs, net:	 	 	 	 	
Other, net	 	(94	)	 	(601	)	
Total reorganization costs, net	 	$	(94	)	 	$	(601	)	
Tribune Publishing expects to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2016 and potentially in future periods. These expenses are expected to consist primarily of other costs related to the implementation of the Plan and the resolution of unresolved claims.

10

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 3: CHANGES IN OPERATIONS
Employee Reductions— In the fourth quarter of 2015, the Company offered an Employee Voluntary Separation Program ( “ EVSP ” ), which provided enhanced separation benefits to eligible non-union employees with more than one year of service.  The Company is funding the EVSP ratably over the payout period through salary continuation instead of lump sum severance payments. The salary continuation started in the fourth quarter of 2015 and continues through the first half of 2018. For the three months ended March 27, 2016 , the Company recorded an additional charge of $7.4 million for related severance, benefits and taxes in connection with the EVSP. 
During the first quarter of 2016, the Company began the process to outsource its information technology function (“ITO”). Under the ITO, the Company expects a net reduction of 161 positions will occur from the second quarter of 2016 to the third quarter of 2017 at a total estimated cost of $7.3 million . The Company recorded a pretax charge of $1.3 million in the first quarter of 2016 for severance, benefits and taxes in connection with the ITO. 
In addition to the ITO, Tribune Publishing implemented additional reductions of 59 positions in the three months ended March 27, 2016 and recorded a pretax charge related to these reductions and executive separations of $6.6 million . A summary of the activity with respect to Tribune Publishing’s severance accrual for the three months ended March 27, 2016 is as follows (in thousands):

					
Balance at December 27, 2015	 	$	43,737		
Provision	 	15,341		
Payments	 	(14,875	)	
Balance at March 27, 2016	 	$	44,203		
Charges for severance and related expenses are included in compensation expense in the accompanying Consolidated Statements of Income (Loss).
NOTE 4 : RELATED PARTY TRANSACTIONS
Agreements with Merrick Media, LLC
Purchase Agreement
On February 3, 2016, the Company completed a $44.4 million private placement, pursuant to which the Company sold to Merrick Media, LLC (“Merrick Media”) 5,220,000 shares of the Company’s common stock at a purchase price of $8.50 per share. The Company intends to use the $42.9 million net proceeds from the sale to execute further on its growth strategy, including acquisitions and digital initiatives. The shares of common stock acquired by Merrick Media (the “Shares”) are subject to certain lockup provisions that, subject to the terms and conditions set out in the purchase agreement dated February 3, 2016 among the Company, Merrick Media and Michael W. Ferro, Jr. (the “Purchase Agreement”), prohibit certain transfers of the Shares for the first three years following the date of issuance and, thereafter, any transfers of the Shares that would result in a transfer of more than 25% of the Shares purchased under the Purchase Agreement in any 12-month period.  The Purchase Agreement also includes covenants prohibiting the transfer of the Shares if the transfer would result in a person beneficially owning more than 4.9% of the Company’s then outstanding shares of common stock following the transfer, as well as transfers to a material competitor of the Company in any of the then-existing primary geographical markets. Merrick Media and Mr. Ferro and their respective affiliates, are also prohibited from acquiring additional equity if the acquisition could result in their beneficial ownership of more than 25% of the Company’s then outstanding shares of common stock.
 In connection with the private placement, Mr. Ferro was elected to fill a newly-created position on the Company’s Board of Directors and was named non-executive Chairman of the Board. The Company granted Merrick Media the right to designate a replacement individual for election as a director at each annual and special meeting of stockholders at which directors are to be elected as part of the slate of nominees recommended by the Board of Directors, subject to the reasonable prior approval of the Board’s Nominating and Corporate Governance Committee, in the event that Mr. Ferro is unable to continue to serve as a director. Merrick Media’s right to appoint a replacement director representative will expire either

11

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

(a) on the date that Mr. Ferro or his replacement is not nominated for reelection as a director, is removed as a director, or is not reelected as a director if the Company has not recommended his or his replacement’s reelection or (b) at such time as Merrick Media, Mr. Ferro and their respective affiliates no longer beneficially own at least 75% of the Shares originally acquired pursuant to the Purchase Agreement.
Registration Rights Agreement
Additionally, in connection with the private placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Merrick Media. Pursuant to the Registration Rights Agreement, Merrick Media will be entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares. The Registration Rights Agreement provides that the Company will use its reasonable best efforts to cause a registration statement with respect to the Shares to be declared effective no later than the earlier of (a) three years after the consummation of the private placement transaction contemplated by the Purchase Agreement and (b) 60 days after the termination of the voting covenants of the Purchase Agreement as described above. The Company will pay all of its own costs and expenses, including all fees and expenses of counsel for the Company, relating to the Registration Rights Agreement.
Aircraft Dry Sublease
The Company’s subsidiary, Tribune Publishing Company, LLC (“TPC”), entered into an Aircraft Dry Sublease Agreement, which became effective as of February 4, 2016, with Merrick Ventures, LLC (“Merrick Ventures”). Mr. Ferro is chairman and chief executive officer of Merrick Ventures. Under the agreement, TPC may sublease on a non-exclusive basis a Bombardier aircraft leased by Merrick Ventures, at a cost, including TPC’s proportionate share of the insurance premiums and maintenance expenses, of $8,500 per flight hour flown. TPC also is responsible for charges attributable to the operation of the aircraft by TPC during the lease term. The initial term of the sublease is one year , which term automatically will be renewed on an annual basis. Either party may terminate the agreement upon 30 days written notice to the other. During the three months ended March 27, 2016 , the Company paid Merrick Ventures $0.3 million under the aircraft sublease.
Aggrego Agreement
On March 2, 2016, the Company entered into a Memorandum of Understanding with Aggrego Services, LLC (“Aggrego”) to place widgets in our publication websites which link to related content on Aggrego’s websites, and to allocate a defined percentage of the revenue received from advertising relating to such content to the Company. The Company paid Aggrego $0.4 million at inception of the agreement. Wrapports, LLC owns over 50% of Aggrego. Mr. Ferro, through Merrick Ventures, was a significant interest holder and served as non-executive chairman of Wrapports, LLC. On March 10, 2016, Merrick Media and Merrick Ventures divested their ownership interests in Wrapports, LLC. As a result, the agreement with Aggrego is not considered a related party transaction after March 10, 2016. See Note 8 for more information related to this agreement.
NOTE 5 : ACQUISITIONS
The San Diego Union-Tribune
On May 21, 2015 , the Company completed the acquisition of MLIM, LLC (“MLIM”), the indirect owner of The San Diego Union-Tribune (f/k/a the U-T San Diego ) and nine community weeklies and related digital properties in San Diego County, California, pursuant to the Membership Interest Purchase Agreement (the “Agreement”), dated May 7, 2015, among the Company, MLIM Holdings, LLC, the Papa Doug Trust under the agreement dated January 11, 2010, Douglas F. Manchester and Douglas W. Manchester, and MLIM, as amended effective May 21, 2015. As of the closing of the transaction, the Company acquired 100% of the equity interests in MLIM. The results of operations of The San Diego Union-Tribune have been included in the consolidated financial statements since the closing date of the acquisition. The allocation of the purchase price is based upon management’s preliminary estimates. The Company continues to evaluate the underlying data and methodologies used in the valuation of intangible assets. As of the filing date of this report, the determination of the fair value of the intangible assets acquired and liabilities assumed have not been completed.

12

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 6: INVENTORIES
Inventories consisted of the following (in thousands):

									
 	 	As of	
 	 	March 27, 2016	 	December 27, 2015	
Newsprint	 	$	14,707		 	$	13,301		
Supplies and other	 	570		 	387		
Total inventories	 	$	15,277		 	$	13,688		
Inventories are stated at the lower of cost and net realizable value determined using the first-in, first-out (“FIFO”) basis for all inventories.
NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets at March 27, 2016 and December 27, 2015 consisted of the following (in thousands):

																									
 	 	March 27, 2016	 	December 27, 2015	
 	 	Gross Amount	 	Accumulated Amortization	 	Net Amount	 	Gross Amount	 	Accumulated Amortization	 	Net Amount	
Intangible assets subject to amortization	 	 	 	 	 	 	 	 	 	 	 	 	
Subscribers (useful life of 2 to 10 years)	 	$	17,819		 	$	(4,670	)	 	$	13,149		 	$	17,819		 	$	(4,081	)	 	$	13,738		
Advertiser relationships (useful life of 2 to 13 years)	 	43,937		 	(8,898	)	 	35,039		 	43,937		 	(7,863	)	 	36,074		
Affiliate agreements (useful life of 4 years)	 	12,361		 	(10,125	)	 	2,236		 	12,361		 	(9,415	)	 	2,946		
Tradenames (useful life of 20 years)	 	15,100		 	(1,251	)	 	13,849		 	15,100		 	(1,063	)	 	14,037		
Other (useful life of 1 to 20 years)	 	5,540		 	(1,591	)	 	3,949		 	5,540		 	(1,477	)	 	4,063		
Total intangible assets subject to amortization	 	$	94,757		 	$	(26,535	)	 	$	68,222		 	$	94,757		 	$	(23,899	)	 	$	70,858		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Goodwill and other intangible assets not subject to amortization	 	 	 	 	 	 	 	 	 	 	 	 	
Goodwill	 	 	 	 	 	123,992		 	 	 	 	 	123,992		
Newspaper mastheads and other intangible assets not subject to amortization	 	 	 	 	 	64,304		 	 	 	 	 	63,004		
Total goodwill and other intangible assets	 	 	 	 	 	$	256,518		 	 	 	 	 	$	257,854		
The changes in the carrying amounts of goodwill and intangible assets not subject to amortization during the three months ended March 27, 2016 were as follows (in thousands):

13

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

	
									
 	 	Goodwill	 	Other intangible assets not subject to amortization	
Balance at December 27, 2015	 	$	123,992		 	$	63,004		
Purchases	 	—		 	1,300		
Balance at March 27, 2016	 	$	123,992		 	$	64,304		
In February 2016, the Company purchased the domain name LA.com for $1.2 million and has classified this purchase as an indefinite-lived intangible asset.
NOTE 8 : INVESTMENTS
Investments consist of equity method investments in private companies totaling $2.3 million and $3.7 million at March 27, 2016 and December 27, 2015 , respectively:

							
 	 	% Owned	
Company	 	March 27, 2016	 	December 27, 2015	
CIPS Marketing Group, Inc.	 	50	%	 	50	%	
Homefinder.com, LLC	 	33	%	 	33	%	
Contend, LLC	 	—	%	 	20	%	
Jean Knows Cars, LLC	 	20	%	 	20	%	
Matter Ventures Fund II	 	15	%	 	15	%	
The Company utilizes the services of CIPS Marketing Group, Inc. for local marketing efforts such as distribution, door-to-door marketing and total market coverage. During the three month periods ended March 27, 2016 and March 29, 2015, the Company recorded $0.3 million and $0.2 million , respectively, in revenue and $2.7 million and $2.6 million , respectively, in other operating expenses related to such marketing services.
In March 2016, Homefinder.com LLC (“Homefinder”) sold substantially all of its operating assets and liabilities, excluding cash, to Placester, Inc. (“Placester”) for stock representing 0.75% of outstanding Placester stock. Homefinder is in the process of winding down its operations. Once complete, Homefinder will distribute the Placester stock and remaining cash to the owners of Homefinder in proportion to their ownership interests.
In March 2016, Contend, LLC (“Contend”) exercised its option to repurchase its Class A units from the Company. The Company received $1.2 million for the units and recorded a gain of $0.4 million on the transaction. Also in March 2016, the Company determined the recorded value of Jean Knows Cars, LLC was impaired and recorded a $0.4 million allowance against the investment.
As discussed in Note 4 , on March 2, 2016, the Company entered into a Memorandum of Understanding with Aggrego (the “Aggrego Agreement”). In connection with the Aggrego Agreement, Aggrego also granted the Company a warrant that gives the Company the right to purchase 1,039,474 Class Q Common Units of Aggrego for an exercise price of $1.00 per unit. The exercise period of the warrant is from July 31, 2016 to July 31, 2018 . In the event the Company terminates the Aggrego Agreement without cause prior to July 31, 2016 , the warrant will terminate also.

14

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 9 : DEBT
At March 27, 2016 , Tribune Publishing had $395.4 million in variable-rate debt outstanding under the Term Loan Credit Agreement, as defined below. The weighted average interest rate for the variable-rate debt is 5.75% . At March 27, 2016 , the fair value of borrowings outstanding under the Term Loan Credit Agreement was estimated to be $363.8 million based on Level 2 inputs, because the fair value for these instruments is determined using observable inputs in non-active markets. Level 2 inputs include quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data.
See below for details related to the Company’s debt agreements.
Senior Term Facility
On August 4, 2014, the Company entered into a credit agreement (as amended, amended and restated or supplemented, the “Term Loan Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Term Collateral Agent”), and the lenders party thereto (the “Senior Term Facility”). The Senior Term Facility originally provided for secured loans (the “Term Loans”) in the aggregate principal amount of $350.0 million . The Senior Term Facility initially provided that it could be expanded by an amount up to (i) the greater of $100.0 million and an amount as will not cause the net senior secured leverage ratio after giving effect to such incurrence to exceed 2 :1 plus (ii) an amount equal to all voluntary prepayments of the term loans borrowed under the Senior Term Facility, subject to certain conditions. In 2015, $70 million of the expansion was drawn for the acquisition of The San Diego Union Tribune.  As of March 27, 2016 , total principal outstanding under the Term Loans was $395.4 million . The Term Loans bear interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin. The Term Loans amortize in equal quarterly installments equal to 1.25% of principal amounts borrowed against the Senior Term Facility with the balance payable on the maturity date, August 4, 2021. Tribune Publishing Company is the borrower under the Senior Term Facility and each of the Company’s wholly-owned domestic subsidiaries, subject to certain exceptions (the “Subsidiary Guarantors”), guarantee the payment obligations under the Senior Term Facility. The Senior Term Facility contains a number of covenants that, among other things, limit the ability of Tribune Publishing Company and its restricted subsidiaries to: incur more indebtedness; pay dividends; redeem stock or make other distributions in respect of equity; make investments; and certain other usual and customary covenants. As of March 27, 2016 , the unamortized balance of the original issue discount was $3.6 million and the unamortized balance of the debt issuance costs associated with the term loans was $8.7 million . As of March 27, 2016 , the Company was in compliance with the covenants of the Senior Term Facility.
Senior ABL Facility
On August 4, 2014, Tribune Publishing Company and the Subsidiary Guarantors entered into a credit agreement (the “ABL Credit Agreement”) with Bank of America, N.A., as administrative agent, collateral agent (in such capacity, the “ABL Collateral Agent”), swing line lender and letter of credit issuer and the lenders party thereto (the “Senior ABL Facility”). The Senior ABL Facility will mature on August 4, 2019. The Senior ABL Facility provides for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $140.0 million . Up to $75.0 million of availability under the Senior ABL Facility is available for letters of credit and up to $15.0 million of availability under the Senior ABL Facility is available for swing line loans. The Senior ABL Facility also permits Tribune Publishing Company to increase the commitments under the Senior ABL Facility by up to $75.0 million . The Senior ABL Facility bears interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin. Tribune Publishing Company and the Subsidiary Guarantors are the borrowers under the Senior ABL Facility. Tribune Publishing Company and the Subsidiary Guarantors guarantee the payment obligations under the Senior ABL Facility. The Senior ABL Facility contains a number of covenants that, among other things, limit the ability of Tribune Publishing Company and its restricted subsidiaries to: incur more indebtedness; pay dividends; redeem stock or make other distributions in respect of equity; make investments; and certain other usual and customary covenants. Customary fees are payable in respect of the Senior ABL Facility, including commitment fees of 0.25% and letter of credit fees. As of March 27, 2016 , there were no borrowings under the Senior ABL Facility and $23.6 million of the Senior ABL Facility availability supported outstanding undrawn letters of credit in the same amount.

15

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Letter of Credit Agreement
On August 4, 2014, Tribune Publishing Company and JPMorgan Chase Bank, N.A., as letter of credit issuer (the “L/C Issuer”) entered into a letter of credit agreement (the “Letter of Credit Agreement”). The Letter of Credit Agreement provides for the issuance of standby letters of credit of up to a maximum aggregate principal face of $30.0 million . The Letter of Credit Agreement permits Tribune Publishing Company, at the sole discretion of L/C Issuer, to request an increase of the amount available to be issued under the Letter of Credit Agreement up to an aggregate maximum face amount of $50.0 million . The Letter of Credit Agreement is scheduled to terminate on August 4, 2019.
As of March 27, 2016 , the Company’s outstanding undrawn letter of credit was $17.0 million against the Letter of Credit Agreement. This letter of credit is collateralized with $17.0 million of cash held in a specified cash collateral account. The specified cash account is required to remain as long as the undrawn letter of credit remains outstanding and is recorded in restricted cash in the Consolidated Balance Sheets.
Capital Leases
The Company has capital leases on technology licenses and trucks. The total balance outstanding as of March 27, 2016 for capital leases was $2.2 million , of which $0.9 million is in short-term debt.
NOTE 10: INCOME TAXES
For the three months ended March 27, 2016 , Tribune Publishing recorded an income tax benefit of $4.4 million . The effective tax rate on pretax income was 40.6% in the three months ended March 27, 2016 . For the three months ended March 27, 2016 , the rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes, net of federal benefit and non-deductible expenses. For the three months ended March 29, 2015 , Tribune Publishing recorded income tax expense of $1.9 million . The effective tax rate on pretax income was 42.5% in the three months ended March 29, 2015 . This rate differs from the U.S. federal statutory rate of 35% due primarily to state income taxes, net of federal benefit, nondeductible expenses and the domestic production activities deduction.
NOTE 11: PENSION AND OTHER POSTRETIREMENT BENEFITS
Multiemployer Pension Plans —Tribune Publishing contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees.
Defined Benefit Plans —As part of the acquisition of The San Diego Union-Tribune in May 2015, the Company became the sponsor of a single-employer defined benefit plan, The San Diego Union-Tribune, LLC Retirement Plan (the “San Diego Pension Plan”). The San Diego Pension Plan provides benefits to certain current and former employees of The San Diego Union-Tribune. Future benefits under the San Diego Pension Plan have been frozen since January 1, 2009. The Company contributed $4.9 million to the San Diego Pension Plan in the first three months of 2016 and expects to contribute an additional $5.9 million to the San Diego Pension Plan during the remaining three quarters of 2016. The components of net periodic benefit credit for the Company’s defined benefit plan were as follows (in thousands): 

					
 	 	Three Months Ended	
 	 	March 27, 2016	
Interest cost	 	$	1,875		
Expected return on assets	 	(2,450	)	
Net periodic benefit credit	 	$	(575	)	
Postretirement Benefits Other Than Pensions —Tribune Publishing provides postretirement health care to Tribune Publishing retirees pursuant to a number of benefit plans. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. In the first quarter of 2015, Tribune Publishing notified plan members that the Company was no longer going to offer a life insurance benefit effective December 27, 2015. The impact of this plan modification was to reduce the postretirement medical, life and other benefits

16

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

liability by $7.8 million and to recognize a gain of the same amount to compensation expense. The components of net periodic benefit credit for the Company’s postretirement health care and life insurance plans were as follows (in thousands):

									
 	 	Three Months Ended	
 	 	March 27, 2016	 	March 29, 2015	
Service cost	 	$	9		 	$	67		
Interest cost	 	70		 	227		
Amortization of prior service credits	 	(178	)	 	(701	)	
Amortization of gain	 	(48	)	 	(27	)	
 	 	(147	)	 	(434	)	
Curtailment gain	 	—		 	(7,799	)	
Net periodic benefit cost (credit) after curtailment gain	 	$	(147	)	 	$	(8,233	)	
NOTE 12: STOCK-BASED COMPENSATION
The Tribune Publishing Company 2014 Omnibus Incentive Plan (the “Tribune Publishing Equity Plan”) provides for the granting of stock options, stock appreciation rights, restricted stock units (“RSU”), performance share units, restricted and unrestricted stock awards, dividend equivalents and cash awards. Stock-based compensation expense under the Tribune Publishing Equity Plan totaled $1.6 million and $1.5 million during the three months ended March 27, 2016 and March 29, 2015 , respectively.
In the three months ended March 27, 2016 , no options and no RSUs were granted under the Tribune Publishing Equity Plan.
As of March 27, 2016 , the Company has $2.0 million of total unrecognized compensation costs related to unvested options, which is expected to be recognized over a weighted-average period of 2.43 years . Additionally, as of March 27, 2016 , the Company has $9.3 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.13 years .
NOTE 13: EARNINGS PER SHARE
Basic earnings per common share is calculated by dividing net income attributable to Tribune Publishing common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares under equity-based compensation plans, except where the inclusion of such common shares would have an anti-dilutive impact.

17

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

For the three months ended March 27, 2016 and March 29, 2015 , basic and diluted earnings per common share were as follows (in thousands, except per share amounts):

									
 	 	Three Months Ended	
 	 	March 27, 2016	 	March 29, 2015	
Income (Loss) - Numerator:	 	 	 	 	
Net income (loss) available to Tribune Publishing stockholders plus assumed conversions	 	$	(6,463	)	 	$	2,515		
 	 	 	 	 	
Shares - Denominator:	 	 	 	 	
Weighted average number of common shares outstanding (basic)	 	29,334		 	25,495		
Dilutive effect of employee stock options and RSUs	 	—		 	295		
Adjusted weighted average shares outstanding (diluted)	 	29,334		 	25,790		
 	 	 	 	 	
Net income (loss) per common share:	 	 	 	 	
Basic	 	$	(0.22	)	 	$	0.10		
Diluted	 	$	(0.22	)	 	$	0.10		
Potential dilutive common shares were anti-dilutive as a result of the Company’s net loss for the three months ended March 27, 2016 . As a result, basic weighted average shares were used in the calculations of basic net earnings per share and diluted earnings per share for that period.
The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 888,139 for the three months ended March 27, 2016 . The number of RSUs that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 594,089 for the three months ended March 27, 2016 .
NOTE 14: STOCKHOLDERS’ EQUITY
Private Placement
On February 3, 2016, the Company completed a $44.4 million private placement, pursuant to which the Company sold to Merrick Media, LLC (“Merrick Media”) 5,220,000 shares of the Company’s common stock at a purchase price of $8.50 per share. See Note 4 for additional information on the private placement.
Board Expansion
On April 1, 2016, the Company’s Board of Directors increased the size of the Board from seven to ten members. The Board of Directors then appointed Carol Crenshaw, Richard Reck and Donald Tang to fill the newly created vacancies.
Dividends
On February 11, 2016, the Company paid a dividend of $0.175 per share on common stock outstanding, to stockholders of record on January 11, 2016. In February 2016, the Company’s Board of Directors suspended the payment of cash dividends on the Company’s outstanding common stock. Any future determination to declare and pay dividends will be made at the discretion of the Board of Directors, after taking into account the Company’s financial results, capital requirements and other factors it may deem relevant.

18

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 15: ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table sets forth the components of accumulated other comprehensive income (loss), net of tax where applicable (in thousands):    

									
		March 27, 2016		December 27, 2015	
Accumulated other comprehensive loss, net of tax:					
Pension and other postretirement costs		$	(4,008	)		$	(3,871	)	
Foreign currency translation adjustments		(35	)		(35	)	
Accumulated other comprehensive loss		$	(4,043	)		$	(3,906	)	
The following table presents the amounts and line items in the Consolidated Statements of Income (Loss) where adjustments reclassified from accumulated other comprehensive income (loss) were recorded during the three months ended March 27, 2016 and March 29, 2015 (in thousands):

											
 	 	Three Months Ended	 	 	
Accumulated Other Comprehensive Income (Loss) Components	 	March 27, 2016	 	March 29, 2015	 	Affected Line Items in the Consolidated Statements of Income (Loss)	
Pension and postretirement benefit adjustments:	 	 	 	 	 	 	
Prior service cost recognized	 	$	(178	)	 	$	(701	)	 	Compensation	
Amortization of actuarial gains	 	(48	)	 	(27	)	 	Compensation	
Total before taxes	 	(226	)	 	(728	)	 	 	
Tax benefit	 	89		 	288		 	Income tax (expense) benefit	
Total reclassifications for the period	 	$	(137	)	 	$	(440	)	 	 	
NOTE 16: SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for each of the periods presented is as follows (in thousands):

									
 	 	Three months ended	
 	 	March 27,
2016	 	March 29,
2015	
Cash paid during the period for:	 	 	 	 	
Interest	 	$	5,944		 	$	5,213		
Income taxes, net of refunds	 	(308	)	 	11,960		
Non-cash items in investing activities:	 	 	 	 	
Change in non-cash additions to advance payments in property, plant and equipment	 	(946	)	 	(6,866	)	
Additions to property plant and equipment under capital leases	 	(382	)	 	—		
Non-cash items in financing activities:	 	 	 	 	
New capital leases	 	382		 	—		
NOTE 17: SUBSEQUENT EVENTS
On April 12, 2016, the Company received an unsolicited proposal from Gannett Co., Inc. (NYSE: GCI) to acquire all outstanding shares of Tribune Publishing common stock for $12.25 per share in cash. On May 4, 2016, Tribune Publishing’s Board of Directors unanimously determined that the price reflected in Gannett’s proposal is not in the best interests of its shareholders and has communicated accordingly to Gannett.
Subsequent to March 27, 2016, management determined its intention to manage the Company based in three distinct segments; the Los Angeles Times Media Group, Tribune Publishing’s media groups excluding the Los Angeles Times Media

19

TRIBUNE PUBLISHING COMPANY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Group, and Tronc, a content-monetization engine which includes Tribune Content Agency, Forsalebyowner.com, the Company’s native advertising businesses and related technology to accelerate organic digital growth and create additional value for customers. Inasmuch as the Company’s strategy will be centered on these three segments, the Company will begin reporting these segments in the second quarter of 2016. 

20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in thousands, except share and per share amounts)
T he following discussion and analysis should be read in conjunction with the other sections of this Quarterly Report on Form 10-Q, including the Company’s Consolidated Financial Statements and related Notes filed as part of this Quarterly Report, and “Cautionary Statement Concerning Forward-Looking Statements.” Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and other factors described throughout this Quarterly Report, as well as the factors described in our Annual Report on Form 10-K as filed with the SEC on March 14, 2016, particularly under Item 1A. “Risk Factors,” and in the Company’s other filings with the SEC.
We believe that the assumptions underlying the Consolidated Financial Statements included in this Quarterly Report are reasonable. However, the Consolidated Financial Statements may not necessarily reflect our results of operations, financial position and cash flows for future periods or what they would have been had Tribune Publishing been a separate, stand-alone company during the prior year periods presented.
OVERVIEW
Tribune Publishing Company (collectively with its subsidiaries, the “ Company ” or “ Tribune Publishing ” ) was formed as a Delaware corporation on November 21, 2013. Tribune Publishing is a multiplatform media and marketing solutions company that delivers innovative experiences for audiences and advertiser s. The Company’s diverse portfolio of iconic ne ws and information brands includes award-winning daily and weekly titles, digital properties and verticals in major markets across the country. Tribune Publishing’s media groups include the Chicago Tribune Media Group, the California News Group, which consists of the Los Angeles Times Media Group and T he San Diego Union-Tribune , the Sun Sentinel Media Group, the Orlando Sentinel Media Group, The Baltimore Sun Media Group, the Hartford Courant Media Group, the Morning Call Media Group and the Daily Press Media Group. In May 2015, the Company acquired The San Diego Union-Tribune newspaper (f/k/a the U-T San Diego ) and nine community weeklies and related digital properties in San Diego County. The Company plans to transform itself by increasing monetization of its important brands, capitalizing on the global potential of the Los Angeles Times, and significantly accelerating the Company’s conversion of content to revenue through an enhanced digital strategy.
On August 4, 2014 (the “Distribution Date”), Tribune Media Company, formerly Tribune Company (“TCO”) completed the spin-off of its principal publishing operations into an independent company, Tribune Publishing (the “Distribution”). In the Distribution, 25,042,263 shares of Tribune Publishing common stock were distributed to the TCO stockholders and holders of TCO warrants and TCO retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of outstanding common stock of Tribune Publishing. Subsequent to the Distribution, Tribune Publishing became a separate publicly-traded company with its own board of directors and senior management team.
2016 Highlights and Recent Events
		
•	On February 3, 2016, the Company completed a $44.4 million private placement of the Company’s common stock to Merrick Media, LLC (“Merrick Media”).	
		
•	In February 2016, the Company purchased the domain name LA.com for $1.2 million .	
		
•	In March 2016, Homefinder.com LLC (“Homefinder”) sold substantially all of its operating assets and liabilities, excluding cash, to Placester, Inc. (“Placester”) for cash and stock representing 0.75% of outstanding Placester stock.	
		
•	In March 2016, Contend, LLC (“Contend”) exercised its option to repurchase its Class A units from the Company. The Company received $1.2 million for the units and recorded a gain of $0.4 million on the transaction.	
		
•	On April 12, 2016, the Company received an unsolicited proposal from Gannett Co., Inc. (NYSE: GCI) to acquire all outstanding shares of Tribune Publishing common stock for $12.25 per share in cash. On May 4, 2016, Tribune Publishing’s Board of Directors unanimously determined that the price reflected in Gannett’s proposal is not in the best interests of its shareholders and has communicated accordingly to Gannett.	

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Products and Services
Our product mix consists of three publication types: (i) daily newspapers, (ii) weekly newspapers and (iii) niche publications. Most of these publications also have a digital presence. The key characteristics of each of these types of publications are summarized in the table below.

				
 	Daily Newspapers	Weekly Newspapers	Niche Publications	
Cost:	Paid	Paid and free	Paid and free	
Distribution:	Distributed four to seven days per week	Distributed one to three days per week	Distributed weekly, monthly or on an annual basis	
Income:	Revenue from advertisers, subscribers, rack/box sales	Paid:  Revenue from advertising, subscribers, rack/box sales	Paid:  Revenue from advertising, rack/box sales	
 	 	Free:  Advertising revenue only	Free:  Advertising revenue only	
Digital presence:	Maintain locally oriented websites, mobile sites and mobile apps, for select locations	Major publications maintain locally oriented websites and mobile sites for select locations	Selectively available online	
As of March 27, 2016, Tribune Publishing’s prominent publications include:

									
Media Group	 	City	 	Masthead	 	Circulation Type	 	Paid or Free	
Chicago Tribune Media Group	 	 	 	 	
 	 	Chicago, IL	 	Chicago Tribune
www.chicagotribune.com	 	Daily	 	Paid	
 	 	Chicago, IL	 	Chicago Magazine
www.chicagomag.com	 	Monthly	 	Paid	
 	 	Chicago, IL	 	Hoy
www.vivelohoy.com	 	Daily	 	Free	
 	 	Chicago, IL	 	Redeye
www.redeyechicago.com	 	Daily	 	Free	
 	 	 	 	 	 	 	 	 	
California News Group	 	 	 	 	
 	 	Los Angeles, CA	 	Los Angeles Times
www.latimes.com	 	Daily	 	Paid	
 	 	Los Angeles, CA	 	Hoy Los Angeles www.hoylosangeles.com	 	Weekly	 	Free	
 	 	San Diego, CA	 	The San Diego Union-Tribune www.sandiegouniontribune.com	 	Daily	 	Paid	
Sun Sentinel Media Group	 	 	 	 	
 	 	Broward County, FL, Palm Beach County, FL	 	Sun Sentinel
www.SunSentinel.com	 	Daily	 	Paid	
 	 	Broward County, FL, Palm Beach County, FL	 	el Sentinel
www.ElSentinel.com	 	Weekly	 	Free	
Orlando Sentinel Media Group	 	 	 	 	
 	 	Orlando, FL	 	Orlando Sentinel
www.OrlandoSentinel.com	 	Daily	 	Paid	
 	 	Orlando, FL	 	el Sentinel
www.ElSentinel.com	 	Weekly	 	Free	
The Baltimore Sun Media Group	 	 	 	 	
 	 	Baltimore, MD	 	The Baltimore Sun
www.baltimoresun.com	 	Daily	 	Paid	
 	 	Annapolis, MD	 	The Capital
www.capitalgazette.com	 	Daily	 	Paid	
 	 	Westminster, MD	 	Carroll County Times
www.carrollcountytimes.com	 	Daily	 	Paid	

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Media Group	 	City	 	Masthead	 	Circulation Type	 	Paid or Free	
Hartford Courant Media Group	 	 	 	 	
 	 	Hartford County, CT, Middlesex County, CT, Tolland County, CT	 	The Hartford Courant
www.courant.com	 	Daily	 	Paid	
Daily Press Media Group	 	 	 	 	
 	 	Newport News, VA (Peninsula)	 	Daily Press
www.dailypress.com	 	Daily	 	Paid	
The Morning Call Media Group	 	 	 	 	
 	 	Lehigh Valley, PA	 	The Morning Call
www.themorningcall.com	 	Daily	 	Paid	
ForSaleByOwner.com is a national consumer-to-consumer focused real estate website. The site has been the largest “by owner” website in the country since 1999. The majority of the revenue generated by ForSaleByOwner.com is e-commerce, but approximately one third is generated through a call center and strategic partnerships with service providers in the real estate industry. The business generates the majority of its revenue by selling listing packages directly to home sellers who receive online advertising, home pricing tools, marketing advice, yard signs and technical support. ForSaleByOwner.com also sells packages that allow home sellers to syndicate to other national websites such as Zillow and Realtor.com as well as their local multiple listing service (“MLS”).
Tribune Content Agency (“TCA”) is a syndication and licensing business providing quality content solutions for publishers around the globe.  Working with a vast collection of the world’s best news and information sources, TCA delivers a daily news service and syndicated premium content to over 3,000 media and digital information publishers in nearly 100 countries. Tribune News Service delivers the best material from 70 leading companies, including Los Angeles Times, Chicago Tribune , Bloomberg News, Miami Herald, The Dallas Morning News, Seattle Times and The Philadelphia Inquirer . Tribune Premium Content syndicates columnists such as Arianna Huffington, Cal Thomas, Clarence Page, Ask Amy, Mario Batali and Rick Steves. TCA manages the licensing of premium content from publications such as Rolling Stone, The Atlantic, Fast Company, Mayo Clinic, Variety and many more. TCA Originals is a new service that identifies remarkable journalism for production in Hollywood. Tribune Content Agency traces its roots to 1918.
The Company contracts with a number of national and local newspapers to both print and distribute their respective publications in local markets where it is a newspaper publisher. In some instances where it prints publications, it also manages and procures newsprint, ink and plates on their behalf. These arrangements allow the Company to leverage its investment in infrastructure in those markets that support its own publications. As a result, these arrangements tend to contribute significant incremental profitability relative to the underlying revenues. The Company currently distributes national newspapers (including USA Today , The New York Times , and The Wall Street Journal ) in its local markets under multiple agreements. Additionally, in Los Angeles and Chicago the Company provides some or all of these services to other local publications.
Revenue Sources
In the three months ended March 27, 2016 , 53.9% of Tribune Publishing’s operating revenues were derived from advertising. These revenues were generated from the sale of advertising space in published issues of the newspapers and on interactive websites and from the delivery of preprinted advertising supplements. Approximately 30.6% of operating revenues for the three months ended March 27, 2016 were generated from the sale of newspapers, digital subscriptions and other publications to individual subscribers or to sales outlets, which re-sell the newspapers. The remaining 15.5% of operating revenues for the three months ended March 27, 2016 were generated from the provision of commercial printing and delivery services to other newspapers, direct mail advertising and services, digital marketing services, the distribution of syndicated content and other related activities.
Advertising revenue includes newspaper print advertising and digital advertising. Newspaper print advertising is typically in the form of display or preprint advertising whereas digital advertising can be in the form of display, banner ads, coupon ads, video, search advertising and linear ads placed on Tribune Publishing and affiliated websites. Advertising services include development of mobile websites, search engine marketing and optimization, social media account management and content marketing for its customers’ web presence for small to medium size businesses. Advertising and

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marketing services revenues are comprised of three basic categories: retail, national and classified. Retail is a category of customers who tend to do business directly with the general public. National is a category of customers who tend to do business directly with other businesses. Classified is a type of advertising which is other than display or preprint.
Changes in advertising revenues are heavily correlated with changes in the level of economic activity in the United States. Changes in gross domestic product, consumer spending levels, auto sales, housing sales, unemployment rates, job creation, circulation levels and rates all impact demand for advertising in Tribune Publishing’s newspapers and websites. Tribune Publishing’s advertising revenues are subject to changes in these factors both on a national level and on a local level in its markets.
Circulation revenue results from the sale of print and digital editions of newspapers to individual subscribers and the sale of print editions of newspapers to sales outlets, which re-sell the newspapers.
Other revenues are derived from commercial printing and delivery services provided to other newspapers, direct mail advertising and services, digital marketing services, the distribution of syndicated content and other related activities.
Expenses and Operating Measures
Significant operating expense categories include compensation, newsprint and ink, circulation distribution, depreciation and amortization, other operating expenses, and in prior year periods, allocations of corporate costs. Compensation expense is affected by many factors, including the number of full-time equivalent employees, changes in the design and costs of various employee benefit plans, the level of pay increases and actions that impact staffing levels. Circulation distribution expenses primarily include delivery and inserting fees paid to third party contractors and postage costs for Tribune Publishing’s total market coverage products. Circulation distribution expenses can vary from year to year due to changes in volume levels, the fees negotiated with third party contractors and postage rates. Newsprint and ink are commodities and pricing can vary significantly from year to year. Other expenses are principally for sales and marketing activities, occupancy costs, amounts paid to third parties for temporary labor, outside printing and production costs and other general and administrative expenses.
Tribune Publishing uses operating revenues, income from operations and Adjusted EBITDA as measures of financial performance. In addition, Tribune Publishing uses average net paid circulation for its newspapers, together with other factors, to measure its market share and performance. Net paid circulation includes both individually paid copy sales (home delivery, single copy and digital copy sales) and other paid copy sales (education, sponsored and hotel copy sales).
Tribune Publishing’s results of operations, when examined on a quarterly basis, reflect the seasonality of Tribune Publishing’s revenues. Second and fourth quarter advertising revenues are typically higher than first and third quarter revenues. Results for the second quarter reflect spring advertising revenues, while the fourth quarter includes advertising revenues related to the holiday season.
Chapter 11 Reorganization
On December 8, 2008 (the “ Petition Date ”) , TCO and 110 of its direct and indirect wholly-owned subsidiaries (each a “Debtor” and, collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 (“Chapter 11”) of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). A joint plan of reorganization for the Debtors (the “Plan”) became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). Certain of the legal entities included in the Consolidated Financial Statements of Tribune Publishing were Debtors or, as a result of the restructuring transactions undertaken pursuant to the Plan, are successor legal entities to legal entities that were Debtors (collectively, the “Tribune Publishing Debtors”). Prior to December 27, 2015, the Chapter 11 estates of 96 of the Debtors have been closed by a final decree issued by the Bankruptcy Court. The remainder of the Debtors’ Chapter 11 cases, including several of the Tribune Publishing Debtors’ cases, continue to be jointly administered under the caption “ In re:Tribune Media Company, et al. ,” Case No. 08-13141.
Reorganization Items, Net —Reorganization items, net, generally includes provisions and adjustments to reflect the carrying value of certain prepetition liabilities at their estimated allowable claim amounts and, pursuant to ASC Topic 852, “Reorganizations,” is reported separately in Tribune Publishing’s Consolidated Statements of Income. Reorganization items, net, may also include professional advisory fees and other costs directly associated with the Debtors’ Chapter 11 cases.

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Specifically identifiable reorganization provisions, adjustments and other costs directly related to Tribune Publishing have been included in the Company’s Consolidated Statements of Comprehensive Income for the three months ended March 27, 2016 and March 29, 2015 and consisted of the following (in thousands):

									
 	 	Three Months Ended	
 	 	March 27, 2016	 	March 29, 2015	
Reorganization costs, net:	 	 	 	 	
Other, net	 	$	(94	)	 	$	(601	)	
Total reorganization costs, net	 	$	(94	)	 	$	(601	)	
Tribune Publishing expects to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2016 and potentially in future periods. These expenses are expected to consist primarily of other costs related to the implementation of the Plan and the resolution of unresolved claims.
Results of Operations
Operating results for the three months ended March 27, 2016 and March 29, 2015 are shown in the table below. References in this discussion to individual markets include daily newspapers in those markets and their related businesses (in thousands).

												
 	 	Three Months Ended	
 	 	March 27,
2016	 	March 29,
2015	 	% Change	
Operating revenues	 	$	398,219		 	$	398,274		 	—	%	
Operating expenses	 	402,124		 	387,378		 	3.8	%	
Income (loss) from operations	 	$	(3,905	)	 	$	10,896		 	*	
* Represents positive or negative change in excess of 100%.
Overview
Three Months Ended March 27, 2016 compared to the Three Months Ended March 29, 2015
Operating revenues were flat in the three months ended March 27, 2016 , compared to the three months ended March 29, 2015 as the acquisition of T he San Diego Union-Tribune offset decreased revenue, primarily in advertising and other revenue.
Income from operations decreased $14.8 million in the three months ended March 27, 2016 due mainly to lower advertising revenues and an increase in compensation expenses in connection with the Employee Voluntary Separation Program (“EVSP”), severance expenses related to a number of executive positions, and costs related to potential acquisitions.

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Operating Revenues —Total operating revenues, by classification, for the three months ended March 27, 2016 and March 29, 2015 were as follows (in thousands):

												
 	 	Three Months Ended	
 	 	March 27,
2016	 	March 29,
2015	 	% Change	
Advertising	 	 	 	 	 	 	
Retail	 	$	127,984		 	$	130,565		 	(2.0	%)	
National	 	34,257		 	37,050		 	(7.5	%)	
Classified	 	52,442		 	56,855		 	(7.8	%)	
Total advertising	 	214,683		 	224,470		 	(4.4	%)	
Circulation	 	121,750		 	109,283		 	11.4	%	
Other revenue	 	 	 	 	 	 	
Commercial print and delivery	 	35,315		 	37,078		 	(4.8	%)	
Direct mail and marketing	 	14,961		 	16,328		 	(8.4	%)	
Content syndication and other	 	11,510		 	11,115		 	3.6	%	
Total other revenue	 	61,786		 	64,521		 	(4.2	%)	
Total operating revenues	 	$	398,219		 	$	398,274		 	—	%	
 	 	 	 	 	 	 	
ROP	 	$	102,313		 	$	108,952		 	(6.1	%)	
Preprints	 	66,687		 	70,216		 	(5.0	%)	
Digital	 	45,683		 	45,302		 	0.8	%	
Total advertising	 	$	214,683		 	$	224,470		 	(4.4	%)	
In the fourth quarter of 2015, the Company determined digital marketing services had evolved over time and should more appropriately be reflected in Advertising revenue instead of Other revenue. Additionally in the fourth quarter of 2015, the Company revised revenue recognition of certain CareerBuilder contracts from gross revenue recognition to net recognition and revised revenue recognition of certain distribution contracts from net revenue recognition to gross recognition. These changes have been applied retroactively to the first quarter of 2015 and are included in the amounts presented.
In the first quarter of 2016, the Company completed a review of how advertising customers were being assigned to the retail, national and classified categories. The Company aligned definitions for the three basic categories: retail, national and classified. Retail is a category of display or preprint customers who tend to do business directly with the general public in business to consumer transactions. National is a category of display or preprint customers who tend to do business directly with other businesses in business to business transactions. Classified is a type of advertising which is placed by customers that is other than display or preprint.
This review resulted in a change in classification of a number of customers among the three categories. The Company has applied these reclassifications to 2015, which resulted in a $17.2 million increase in the retail category, an $8.7 million decrease in the national category and an $8.5 million decrease in the classified category. The changes are reflected in the amounts presented.
Three Months Ended March 27, 2016 compared to the Three Months Ended March 29, 2015
Advertising Revenues —Total advertising revenues decreased 4.4% , or $9.8 million , in the three months ended March 27, 2016 . Retail advertising fell 2.0% , or $2.6 million , due to declines in department store, amusements, insurance services and healthcare categories, partially offset by contributions from acquisitions and increases in the grocery and drug store, real estate agents and home improvement categories. Preprint revenues, which are primarily included in retail advertising, decreased 5.0% , or $3.5 million . National advertising revenues fell 7.5% , or $2.8 million , due to declines in most categories, primarily movies, television and radio stations and networks and soft good manufacturing, partially offset by contributions from acquisitions. Classified advertising revenues decreased 7.8% , or $4.4 million , primarily due to decreases in recruitment, real estate and automotive categories. Digital advertising revenues, which are included in the above categories, were essentially flat in the three months ended March 27, 2016 compared to the three months ended March 29, 2015.

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Circulation Revenues —Circulation revenues were up 11.4% , or $12.5 million , in the three months ended March 27, 2016 due primarily to acquisitions. These increases were partially offset by overall decreases in existing net paid circulation. Total daily net paid circulation, including acquisitions and digital editions, averaged 1.8 million copies for the three months ended March 27, 2016 , up 5.2% from the prior year period. Total Sunday net paid circulation, including acquisitions and digital editions, for the three months ended March 27, 2016 averaged 2.9 million copies, up 4.4% from the comparable prior year period, primarily due to acquisitions.
Other Revenues —Other revenues decreased 4.2% , or $2.7 million , in the three months ended March 27, 2016 , due primarily to declines in commercial print and delivery revenues of $ 1.8 million for third-party publications, including certain publications of the Sun-Times Media Group, the Wall Street Journal and the New York Times and declines in direct mail and marketing of $1.4 million .
Operating Costs and Expenses —Total operating expenses, by classification, for the three months ended March 27, 2016 and March 29, 2015 were as follows (in thousands):

												
 	 	Three Months Ended	
	 	March 27,
2016	 	March 29,
2015	 	% Change	
Compensation	 	$	162,100		 	$	149,231		 	8.6	%	
Circulation distribution	 	73,056		 	70,706		 	3.3	%	
Newsprint and ink	 	25,978		 	31,295		 	(17.0	%)	
Outside services	 	43,752		 	39,355		 	11.2	%	
Occupancy	 	15,368		 	15,060		 	2.0	%	
Promotion and marketing	 	11,905		 	12,635		 	(5.8	%)	
Outside printing and production	 	10,902		 	12,184		 	(10.5	%)	
Affiliate fees	 	12,919		 	12,667		 	2.0	%	
Other general and administrative	 	32,020		 	31,536		 	1.5	%	
Depreciation	 	11,488		 	10,825		 	6.1	%	
Amortization	 	2,636		 	1,884		 	39.9	%	
Total operating expenses	 	$	402,124		 	$	387,378		 	3.8	%	
In the fourth quarter of 2015, the Company revised revenue recognition of certain CareerBuilder contracts from gross revenue recognition to net recognition and revised revenue recognition of certain distribution contracts from net revenue recognition to gross recognition. These changes have been applied retroactively to the first quarter of 2015 and are included in the amounts presented.
Three Months Ended March 27, 2016 compared to the Three Months Ended March 29, 2015
Tribune Publishing operating expenses increased 3.8% , or $14.7 million , in the three months ended March 27, 2016 compared to the same period for 2015. The increase was due primarily to acquisitions, higher compensation expense and outside services, partially offset by lower newsprint and ink.
Compensation Expense —Compensation expense increased 8.6% , or $12.9 million , in the three months ended March 27, 2016 due primarily to higher severance charges of $15.9 million related to the EVSP, the ITO and other personnel restructuring, acquisitions and an increase in other post retirement expense due to the 2015 recognition of a $7.8 million gain related to a plan amendment. These increases were partially offset by a decrease in salary expense of $8.3 million as a result of the reduction in headcount due to the EVSP and a decrease in accrued incentive compensation of $2.5 million compared to the prior year quarter.
Circulation Distribution Expense —Circulation distribution expense increased 3.3% , or $2.4 million , primarily due to acquisitions partially offset by lower home delivery fees.

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Newsprint and Ink Expense —Newsprint and ink expense declined 17.0% , or $5.3 million , in the three months ended March 27, 2016 due mainly to a 10.8% decrease in the average cost per ton of newsprint and a 3.8% decrease in consumption, including consumption from acquisitions.
Outside Services Expense —Outside services expense increased 11.2% , or $4.4 million , in the three months ended March 27, 2016 due primarily to acquisitions, increases in professional fees and credit card fees and internal control remediation efforts.
Occupancy Expense —Occupancy expense increased 2.0% , or $0.3 million primarily due to acquisitions.
Promotion and Marketing Expenses —Promotion and marketing expense decreased 5.8% , or $0.7 million , in the three months ended March 27, 2016 due primarily to decreases in circulation marketing.
Outside Printing and Production Expense —Outside printing and production expense includes costs related to commercial print and delivery. This expense decreased 10.5% , or $1.3 million , in the three months ended March 27, 2016 with increases from acquisitions offset by decreases in commercial print and client direct mail campaigns.
Affiliate Fees Expense —Affiliate fees expense primarily includes fees paid to Classified Ventures for online automotive ads. Affiliate fees expense increased 2.0% , or $0.3 million , in the three months ended March 27, 2016 due primarily to an increase in rates for Classified Ventures auto fees.
Other General and Administrative Expenses —Other general and administrative expenses include repairs and maintenance and other miscellaneous expenses. These expenses increased 1.5% , or $0.5 million , in the three months ended March 27, 2016 due primarily to acquisitions.
Depreciation and Amortization Expense —Depreciation and amortization expense increased $1.4 million in the three months ended March 27, 2016 , due primarily to depreciation and amortization related to acquisition assets.
Non-operating income and expenses —Total non-operating expenses for the three months ended March 27, 2016 and March 29, 2015 were as follows (in thousands):

											
 	 	Three Months Ended	
 	 	March 27,
2016	 	March 29,
2015	 	% Change	
Loss on equity investments, net	 	$	(129	)	 	$	(57	)	 	*	
Interest expense, net	 	(6,744	)	 	(5,867	)	 	14.9%	
Reorganization items, net	 	(94	)	 	(601	)	 	(84.4%)	
Income tax expense (benefit)	 	(4,409	)	 	1,856		 	*	
* Represents positive or negative change in excess of 100%
Loss on Equity Investments, net —Loss on equity investments remained flat for the three month period ended March 27, 2016 over the prior year period.
Interest Expense, Net —Interest expense, net increased $0.9 million for the three month period ended March 27, 2016 over the prior year period. The increase in interest expense is due to the $70 million additional borrowing under the Senior Term Facility in May 2015 related to the acquisition of The San Diego Union-Tribune .
Income Tax Expense (Benefit) —Income tax expense decreased $6.3 million for the three month period ended March 27, 2016 over the prior year period primarily due to a decrease in taxable income.
The effective tax rate on pretax income was 40.6% in the three months ended March 27, 2016 . This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes, net of federal benefit and non-deductible expenses. For the three months ended March 29, 2015 , Tribune Publishing recorded income tax expense of $1.9 million . The effective tax rate on pretax income was 42.5% in the three months ended March 29, 2015 . This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes, net of federal benefit, nondeductible expenses, certain transaction costs not fully deductible for tax purposes and the domestic production activities deduction.

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Non-GAAP Measures
Adjusted EBITDA —The Company defines Adjusted EBITDA as net income before equity in earnings of unconsolidated affiliates, income taxes, loss on early debt extinguishment, interest expense, other (expense) income, realized gain (loss) on investments, stock-based compensation expense, reorganization items, restructuring charges, transaction expenses, depreciation and amortization, net income attributable to non-controlling interests, and certain unusual and non-recurring items (including spin-related costs).

												
 	 	Three Months Ended	
 	 	March 27, 2016	 	March 29, 2015	 	% Change	
Net income (loss)	 	$	(6,463	)	 	$	2,515		 	*	
 	 	 	 	 	 	 	
Income tax expense (benefit)	 	(4,409	)	 	1,856		 	*	
Loss on equity investments, net	 	129		 	57		 	*	
Interest expense, net	 	6,744		 	5,867		 	14.9	%	
Reorganization items, net	 	94		 	601		 	(84.4	%)	
Income (loss) from operations	 	(3,905	)	 	10,896		 	*	
Depreciation and amortization	 	14,124		 	12,709		 	11.1	%	
Restructuring and transaction costs (1)	 	13,986		 	4,782		 	*	
Stock-based compensation	 	1,619		 	1,530		 	5.8	%	
Employee voluntary separation program	 	7,804		 	—		 	*	
Gain from termination of post-retirement benefits (2)	 	—		 	(7,799	)	 	*	
Adjusted EBITDA (2)	 	$	33,628		 	$	22,118		 	52.0	%	
* Represents positive or negative change in excess of 100%
		
(1) -	Restructuring and transaction costs include costs related to Tribune Publishing's internal restructuring, such and severance and ITO costs, and transaction costs related to completed and potential acquisitions.	
		
(2) -	In the first quarter of 2015, the Company did not deduct a gain of $7.8 million related to the termination of certain postretirement benefits in the determination of Adjusted EBITDA. Management reassessed this gain and determined it is expected to be a non-recurring item and should be deducted in the determination of Adjusted EBITDA. Accordingly, the 2015 Adjusted EBITDA as presented, includes such adjustment for the non-recurring gain from termination of certain post-retirement benefits.	

Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes that because adjusted Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the company’s core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement charges or gains, and transaction-related costs), this measure provides investors with additional useful information to measure the company’s financial performance, particularly with respect to changes in performance from period to period. The Company’s management uses Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company’s Board of Directors concerning the Company’s financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, is used as the basis for certain financial maintenance covenants that the Company is subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance with U.S. GAAP. Instead, management believes Adjusted EBITDA should be used to supplement the Company’s financial measures derived in accordance with U.S. GAAP to provide a more complete understanding of the trends affecting the business.
Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a

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substitute for, or more meaningful than, amounts determined in accordance with U.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are:
		
•	they do not reflect the Company’s interest income and expense, or the requirements necessary to service interest or principal payments on the Company’s debt;	
		
•	they do not reflect future requirements for capital expenditures or contractual commitments; and	
		
•	although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements.	
Liquidity and Capital Resources
Tribune Publishing believes that its working capital, future cash from operations and access to borrowings under the Senior ABL Facility discussed below will provide adequate resources to fund its operating and financing needs for the foreseeable future. Tribune Publishing’s access to, and the availability of, financing in the future will be impacted by many factors, including its credit rating, the liquidity of the overall capital markets and the current state of the economy. There can be no assurances that Tribune Publishing will have access to capital markets on acceptable terms.
Sources and Uses
The Company expects to fund capital expenditures, interest and principal and pension payments due in 2016 and other operating requirements through a combination of cash flows from operations and investments, available borrowings under the Company’s revolving credit facility, any refinancings thereof, and, if necessary, disposals of assets or operations. The Company’s financial and operating performance remains subject to prevailing economic and industry conditions and to financial, business and other factors, some of which are beyond the control of the Company and, despite the Company’s current liquidity position, no assurances can be made that cash flows from operations and investments, future borrowings under the revolving credit facility, and any refinancings thereof, or dispositions of assets or operations will be sufficient to satisfy the Company’s future liquidity needs.
The table below details the total operating, investing and financing activity cash flows for the three months ended March 27, 2016 and March 29, 2015 (in thousands):

									
 	 	Three Months Ended	
 	 	March 27,
2016	 	March 29,
2015	
Net cash provided by operating activities	 	$	27,637		 	$	21,041		
Net cash used for investing activities	 	(4,777	)	 	(13,668	)	
Net cash provided by (used for) financing activities	 	32,102		 	(3,830	)	
Net increase in cash	 	$	54,962		 	$	3,543		
Cash flow generated from operating activities is Tribune Publishing’s primary source of liquidity. Net cash provided by operating activities was $27.6 million for the three months ended March 27, 2016 , up $6.6 million from $21.0 million for the three months ended March 29, 2015 . The increase was primarily driven by favorable changes in working capital in 2016 and the non-cash gain on the postretirement plan amendment in 2015, partially offset by lower operating results as a result of the decline in advertising revenues and the 2016 pension contribution.
Net cash used for investing activities totaled $4.8 million in the three months ended March 27, 2016 and included $1.3 million used to purchase domain names including LA.com and $4.8 million used for capital expenditures, partially offset by $1.2 million provided by a sale of the Company’s interest in Contend. Net cash used for investing activities totaled $13.7 million in the three months ended March 29, 2015 and was comprised of capital expenditures and investments in equity investments.
Net cash provided by financing activities totaled $32.1 million in the three months ended March 27, 2016 . During the period the Company had net proceeds of $42.9 million from the private placement of 5.2 million shares of common stock,

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$5.3 million used for principal payments on senior debt and $4.8 million used for payment of stockholder dividends. In the three months ended March 29, 2015 , net cash used for financing activities totaled $3.8 million primarily due to a $4.4 million principal payment on the Company’s senior debt.
2016 Private Placement
On February 3, 2016, the Company completed a $44.4 million private placement, pursuant to which the Company sold to Merrick Media 5,220,000 shares of the Company’s common stock at a purchase price of $8.50 per share. The Company intends to use the $42.9 million net proceeds from the sale to execute further on its growth strategy, including acquisitions and digital initiatives. The shares of common stock acquired by Merrick Media (the “Shares”) are subject to certain lockup provisions that, subject to the terms and conditions set out in the purchase agreement dated February 3, 2016 among the Company, Merrick Media and Michael W. Ferro, Jr. (the “Purchase Agreement”), prohibit certain transfers of the Shares for the first three years following the date of issuance and, thereafter, any transfers of the Shares that would result in a transfer of more than 25% of the Shares purchased under the Purchase Agreement in any 12-month period.  The Purchase Agreement also includes covenants prohibiting the transfer of the Shares if the transfer would result in a person beneficially owning more than 4.9% of the Company’s then outstanding shares of common stock following the transfer, as well as transfers to a material competitor of the Company in any of the Company’s then-existing primary geographical markets. Merrick Media and Mr. Ferro and their respective affiliates, are also prohibited from acquiring additional equity if the acquisition could result in their beneficial ownership of more than 25% of the Company’s then outstanding shares of common stock.
 In connection with the private placement, Mr. Ferro was elected to fill a newly-created vacancy on the Company’s Board of Directors and was named non-executive Chairman of the Board. The Company granted Merrick Media the right to designate a replacement individual for election as a director at each annual and special meeting of stockholders at which directors are to be elected as part of the slate of nominees recommended by the Board of Directors, subject to the reasonable prior approval of the Board’s Nominating and Corporate Governance Committee, in the event that Mr. Ferro is unable to continue to serve as a director. Merrick Media’s right to appoint a replacement director representative will expire either (a) on the date that Mr. Ferro or his replacement is not nominated for reelection as a director, is removed as a director, or is not reelected as a director if the Company has not recommended his or his replacement’s reelection or (b) at such time as Merrick Media, Mr. Ferro and their respective affiliates no longer beneficially own at least 75% of the Shares originally acquired pursuant to the Purchase Agreement.
The Company has agreed to use its reasonable best efforts to cause a registration statement with respect to the Shares to be declared effective by the earlier of (a) February 3, 2019 and (b) 60 days after the termination of certain voting covenants made by Merrick Media and Mr. Ferro and their respective affiliates in the Purchase Agreement.
Dividends
On February 11, 2016, the Company paid a dividend of $0.175 per share on common stock outstanding, to stockholders of record on January 11, 2016. In February 2016, the Company’s Board of Directors suspended the payment of cash dividends on the Company’s outstanding common stock. Any future determination to declare and pay dividends will be made at the discretion of the Board of Directors, after taking into account the Company’s financial results, capital requirements and other factors it may deem relevant.
Employee Reductions
In the fourth quarter of 2015, the Company offered the EVSP, which provided enhanced separation benefits to eligible non-union employees with more than one year of service.  The Company is funding the EVSP ratably over the payout period through salary continuation instead of lump sum severance payments. The salary continuation started in the fourth quarter of 2015 and continues through the first half of 2018. For the three months ended March 27, 2016 , the Company recorded an additional charge of $7.4 million for all related severance, benefits and taxes in connection with the EVSP. 
During the first quarter of 2016, the Company began the process to outsource its information technology function (“ITO”). Under the ITO, the Company expects a net reduction of 161 positions will occur from the second quarter of 2016 to the third quarter of 2017 at a total estimated cost of $7.3 million . The Company recorded a pretax charge of $1.3 million for related retention, severance, benefits and taxes in connection with the ITO. 

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In addition to the ITO, Tribune Publishing implemented additional reductions in its staffing levels of 59 positions in the three months ended March 27, 2016 and recorded a pretax charge related to these reductions and executive separations of $6.6 million .
Senior Term Facility
As of March 27, 2016 , total principal outstanding under the secured loans (the “Term Loans”) provided for by the credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto dated August 4, 2014 (the “Senior Term Facility”) was $395.4 million . The Term Loans bear interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin. The Term Loans amortize in equal quarterly installments equal to 1.25% of principal amounts borrowed against the Senior Term Facility with the balance payable on the maturity date, August 4, 2021. Tribune Publishing Company is the borrower under the Senior Term Facility and each of the Company’s wholly-owned domestic subsidiaries, subject to certain exceptions (the “Subsidiary Guarantors”), guarantee the payment obligations under the Senior Term Facility. The Senior Term Facility contains a number of covenants that, among other things, limit the ability of Tribune Publishing Company and its restricted subsidiaries to: incur more indebtedness; pay dividends; redeem stock or make other distributions in respect of equity; make investments; and certain other usual and customary covenants. The weighted average interest rate for the variable rate debt is 5.75%. As of March 27, 2016 , the unamortized balance of the original issue discount was $3.6 million and the unamortized balance of the debt issuance costs associated with the term loans was $8.7 million . As of March 27, 2016 , the Company was in compliance with the covenants of the Senior Term Facility.
Senior ABL Facility
The credit agreement between the Company, Bank of America, N.A., as administrative agent, collateral agent swing line lender and letter of credit issuer and the lenders party thereto dated August 4, 2014 (the “Senior ABL Facility”) provides for senior secured revolving loans and letters of credit of up to a maximum aggregate principal amount of $140.0 million . Up to $75.0 million of availability under the Senior ABL Facility is available for letters of credit and up to $15.0 million of availability under the Senior ABL Facility is available for swing line loans. The Senior ABL Facility also permits Tribune Publishing Company to increase the commitments under the Senior ABL Facility by up to $75.0 million . The Senior ABL Facility bears interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin and will mature on August 4, 2019. Tribune Publishing Company and the Subsidiary Guarantors are the borrowers under the Senior ABL Facility. Tribune Publishing Company and the Subsidiary Guarantors guarantee the payment obligations under the Senior ABL Facility. The Senior ABL Facility contains a number of covenants that, among other things, limit the ability of Tribune Publishing Company and its restricted subsidiaries to: incur more indebtedness; pay dividends; redeem stock or make other distributions in respect of equity; make investments; and certain other usual and customary covenants. Customary fees are payable in respect of the Senior ABL Facility, including commitment fees of 0.25% and letter of credit fees. As of March 27, 2016 , there were no borrowings under the Senior ABL Facility and $23.6 million of the Senior ABL Facility availability supported outstanding undrawn letters of credit in the same amount.
Letter of Credit Agreement
On August 4, 2014, Tribune Publishing Company and JPMorgan Chase Bank, N.A., as letter of credit issuer (the “L/C Issuer”) entered into a letter of credit agreement (the “Letter of Credit Agreement”). The Letter of Credit Agreement provides for the issuance of standby letters of credit of up to a maximum aggregate principal face of $30.0 million . The Letter of Credit Agreement permits Tribune Publishing Company, at the sole discretion of L/C Issuer, to request an increase of the amount available to be issued under the Letter of Credit Agreement up to an aggregate maximum face amount of $50.0 million . The Letter of Credit Agreement is scheduled to terminate on August 4, 2019. As of March 27, 2016 , a $17.0 million undrawn letter of credit was outstanding against the Letter of Credit Agreement. This letter of credit was collateralized with $17.0 million of cash held in a specified cash collateral account. During the quarter ended September 27, 2015, the Company was notified that an outstanding letter of credit agreement was reduced from $27.5 million to $17.0 million. Accordingly, the Company received $10.5 million from the cash collateral account during the quarter. The specified cash account is required to remain as long as the undrawn letter of credit remains outstanding and is recorded in restricted cash in the Consolidated Balance Sheets.
Critical Accounting Policies
See Note 1 for a description of new accounting standards issued and/or adopted in the three months ended March 27,

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2016 .
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of March 27, 2016 , there had been no material changes in the Company’s exposure to market risk from the disclosure included in the annual report on Form 10-K as filed with the SEC on March 14, 2016.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”)) under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)), as of the end of the period covered by this report. Based upon that evaluation, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that, as of March 27, 2016, due to the material weaknesses in internal control over financial reporting described in Management’s Report on Internal Control over Financial Reporting in the Company’s Annual Report on Form 10-K for the year ended December 27, 2015 (the “Management Internal Controls Report”), the Company’s disclosure controls and procedures were not effective.
Notwithstanding the material weaknesses discussed above, the Company’s principal executive officer and the principal financial officer have certified that, based on their knowledge, the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial position, results of operations and cash flows as of the period ends, and for each of the periods presented in this report.
During the three months ended March 27, 2016, except as discussed below and pertaining to the remediation of identified material weaknesses, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Internal Control over Financial Reporting
In response to the identified material weaknesses, management has identified several enhancements to the Company’s internal control over financial reporting to remediate the material weaknesses discussed in the Management Internal Controls Report. These ongoing efforts include the following:
		
•	the Company appointed an executive over the Corporate Compliance function to lead management’s efforts related to effective control design, documentation and implementation, as well as remediate ineffective controls;	
		
•	the Company has enhanced the documentation process for our preprint advertising forecasting, and;	
		
•	the Company has formalized the process for single copy rate changes to ensure compliance with contractual rates and maintenance of supporting documentation.	
Although management believes the Company has made improvements in these areas, additional efforts are necessary to remediate the material weaknesses. To further address the material weaknesses, the Company has begun to, among other things:
		
•	re-educate control owners about control owner accountability and retaining required supporting control documentation. The Company will evaluate and implement a more controlled repository for retaining evidence;	
		
•	continue to enhance overall monitoring of SOX compliance throughout the organization and more effectively integrate the controls into the day-to-day business operations while ensuring the associated risks are appropriately mitigated;	
		
•	evaluate and modify the Company’s processes and controls over advertising insert variance analyses to identify and address any control gaps and to ensure the appropriate controls are in place to address the associated risks;	
		
•	modify processes to ensure supporting documentation for all circulation rate changes is properly maintained;	
		
•	streamline the Company’s commission and sales bonus plans to limit the number of different plans and enhance control thereof; and	

33

		
•	implement a more robust sales and commission calculation, authorization and monitoring process, incorporating increased automation and eliminating many manual processes.	
In addition, under the direction of the Audit Committee of the Company’s Board of Directors, management will continue to develop and implement policies and procedures to improve the overall effectiveness of internal control over financial reporting. Management believes the foregoing efforts will effectively remediate the material weaknesses. As the Company continues to evaluate and work to improve its internal control over financial reporting, management may determine additional measures are necessary to address control deficiencies or determine that it is necessary to modify the remediation plan described above. Management cannot provide assurance as to when the Company will remediate such weaknesses, nor can management be certain of whether additional actions will be required or the costs of any such actions.
PART II.
Item 1. Legal Proceedings
There have been no material developments in the legal proceedings included in the Company’s annual report on Form 10-K filed with the SEC on March 14, 2016.
The Company does not believe that any matters or proceedings presently pending will have a material adverse effect, individually or in the aggregate, on our Consolidated and Combined financial position, results of operations or liquidity. However, legal matters and proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. As such, there can be no assurance that the final outcome of these matters and proceedings will not materially and adversely affect our Consolidated and Combined financial position, results of operations or liquidity.
Item 1A. Risk Factors
In addition to the other information in this report, you should carefully consider the discussion under “Risk Factors” in Item 1A. as filed in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2016. There have been no material changes to our risk factors as disclosed in such filings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In August 2015, our Board of Directors authorized $30 million to be used for stock repurchases for 24 months from the date of authorization. No repurchases were made in the three months ended March 27, 2016 , and the Company has $28.6 million remaining authorization under the stock repurchase plan a s of March 27, 2016 .
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Securities and Exchange Commission, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
Exhibit                  Description
Number

34

		
3.1*	Amended and Restated By-Laws of Tribune Publishing Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 4, 2016).	
		
10.1*	Securities Purchase Agreement, by and among Tribune Publishing Company, Merrick Media, LLC and Michael W. Ferro, Jr., dated as of February 3, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 4, 2016).	
		
10.2*	Registration Rights Agreement, by and between Tribune Publishing Company and Merrick Media, LLC, dated as of February 3, 2016 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 4, 2016).	
		
10.3*	Confidentiality and Recusal Agreement, by and between Tribune Publishing Company and Michael W. Ferro, Jr., dated as of February 3, 2016 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 4, 2016).	
		
10.4*~	Executive Employment Agreement by and between Justin Dearborn and Tribune Publishing Company, LLC, effective February 22, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 23, 2016).	
		
10.5*~	Executive Employment Agreement by and between Terry Jimenez and Tribune Publishing Company, LLC, dated March 25, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2016).	
		
10.6~	Form of Indemnification Agreement (Directors).	
		
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
		
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
		
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
		
101.INS	XBRL Instance Document	
		
101.SCH	XBRL Taxonomy Extension Scheme Document	
		
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	
		
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	
		
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	
		
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	
				
 	 	 	TRIBUNE PUBLISHING COMPANY	
 	 	 	 	
May 4, 2016	 	By:	/s/ Terry Jimenez	
 	 	 	Terry Jimenez	
 	 	 	(Chief Financial Officer and Principal Accounting Officer)	

36

Exhibit 10.6
TRIBUNE PUBLISHING COMPANY 
 INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the “ Agreement ”) is made and entered into as of _____________ __, 2016 between Tribune Publishing Company, a Delaware corporation (the “ Company ”), and [INDEMNITEE] (“ Indemnitee ”).
WHEREAS, the Company desires the benefits of having Indemnitee serve as a director secure in the knowledge that any and all expenses, liability or losses incurred by him or her in his or her good faith service to the Company will be borne by the Company or its successors and assigns;
WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee does not regard the protection available under the Company's Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as a director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.
NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:
1. Indemnity of Indemnitee . The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a) , Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.
(b) Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b) , Indemnitee shall be indemnified

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against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.
(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. If a reasonably competent counsel engaged to defend solely the successfully resolved claim, issue or matter would have incurred an item of Expenses in defending the successfully resolved claim, issue or matter that item of Expenses is covered irrespective of whether the item also benefited the defense of an unsuccessfully resolved claim, issue or matter .
2. Additional Indemnity . In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.
3. Contribution .
(a)      Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall (except to the extent expressly prohibited by Delaware law or the public policies of Delaware, the United States of America or agencies of any governmental authority in any jurisdiction governing the matter in question) pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment

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and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(b)      Without diminishing or impairing the obligations of the Company set forth in this Agreement, including but not limited to the obligations set forth in the preceding subparagraph and in Section 1 , if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall (except to the extent expressly prohibited by Delaware law or the public policies of Delaware, the United States of America or agencies of any governmental authority in any jurisdiction governing the matter in question) contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which the Law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.
(c)      The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.
(d)      To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative

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fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
4. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked to) respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
5. Advancement of Expenses . Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.
6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:
(e)      To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.
(f)      Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board of Directors: (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board of Directors, by the stockholders of the Company. Notwithstanding the foregoing, following a Change of Control after the date of this Agreement, the determination shall be made by Independent Counsel pursuant to clause

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(3) above. For purposes hereof, disinterested directors are those members of the Board of Directors of the Company who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.
(g)      If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c) . The Independent Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “ Independent Counsel ” as defined in Section 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c) , regardless of the manner in which such Independent Counsel was selected or appointed.
(h)      In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(i)      Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be

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imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
(j)      If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.
(k)      Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(l)      The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in

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such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
(m)      The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
7. Remedies of Indemnitee .
(n)      In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 1(c) or 4 of this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a) . The Company shall not oppose Indemnitee’s right to seek any such adjudication.
(o)      In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b) .
(p)      If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(q)      In the event that Indemnitee, pursuant to this Section 7 , seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 14 of this Agreement) actually and reasonably incurred by him

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or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.
(r)      The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.
(s)      Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.
8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation .

(t)      The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(u)      The Company shall use commercially reasonable efforts to maintain requisite director and officer liability insurance coverage in effect at all times (subject to appropriate cost considerations) and the Certificate of Incorporation and Bylaws shall at all times provide for indemnification and exculpation of officers and directors to the fullest extent permitted under applicable law. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors. If, at the time of the receipt of a notice of

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a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
(v)      The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by other entities and/or organizations (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c) . For the avoidance of doubt, nothing in this Agreement or Section 8(c) limits or is intended to limit the obligations of the Company's director and officer liability insurance provider, if any, to the Company pursuant to any policy of director and officer liability insurance paid for by the Company.
(w)      Except as provided in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(x)      Except as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(y)      Except as provided in paragraph (c) above, the Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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9. Exception to Right of Indemnification . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:
(z)      for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above;
(aa)      for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;
(bb)      in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, other than as contemplated in Section 7(d), unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;
(cc)      to the extent such indemnification of Expenses is expressly prohibited by Delaware law or the public policies of Delaware, the United States of America or agencies of any governmental authority in any jurisdiction governing the matter in question;
(dd)      for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the securities laws of the United States, including but not limited to the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.
 
10. Duration of Agreement . All agreements and obligations of the Company contained herein shall be effective during the period Indemnitee is a director of the Company (or is or

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was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue in effect at all times thereafter. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
11. Security . To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
12. Enforcement .
(ee)      The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a[n officer or ]director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.
(ff)      This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. Without limiting the foregoing, any indemnification agreement with the Company executed by the Indemnitee prior to the date of this Agreement shall terminate and be of no further force or effect upon execution of this Agreement.
13. Definitions . For purposes of this Agreement:
(gg)      “Change of Control ” shall mean the occurrence of any of the following events after the date of this Agreement:

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(i)    the consummation of a merger, consolidation, or other reorganization of the Company with or into (a “ Business Combination ”), the sale of securities representing a majority of the voting equity securities of the Company in a tender offer, equity placement, or other transaction, or the sale of all or substantially all of the Company or business and/or assets as an entirety to (“ Sale ”), one or more entities that are not subsidiaries or affiliates of the Company; unless immediately following such Business Combination or Sale, (A) 50% or more of the total voting power of (x) the entity resulting from such Business Combination or the entity that has acquired all or substantially all of the business or assets of the Company in a Sale (in either case, the “ Surviving Company ”), or (y) if a Sale, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Company (the “ Parent Company ”), is represented by the outstanding common voting securities of the Company that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the outstanding common voting securities of the Company were converted or exchanged pursuant to such Business Combination or Sale), (B) no Person or entity is or becomes the Beneficial Owner (which has the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended) , directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Surviving Company (if a Business Combination) or the Parent Company (if a Sale), and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (if a Business Combination) or the Parent Company (if a Sale) following the consummation of the Business Combination or Sale were members of the board of directors (or the analogous governing body) at the time of such board’s approval of the execution of the definitive agreement providing for such Business Combination or Sale or recommendation or approval of such tender offer, equity placement, or other transaction; or
(ii)    individuals who, as of the date of this Agreement, constituted the board of directors of the Company cease to constitute at least a majority thereof, unless the election, or the nomination for election by the stockholders of the Company, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors on the date of this Agreement (including for these purposes, new members whose election or nomination was so approved), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board of Directors of the Company.
(hh)      “ Corporate Status ” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.
(ii)      “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

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(jj)      “ Enterprise ” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.
(kk)      “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(ll)      “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(mm)      “ Proceeding ” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or her or of any inaction on his or her part while acting as an officer or director of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

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14. Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
15. Modification and Waiver . No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
16. Notice By Indemnitee and Defense of Claims
(a)    Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

(b)     Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee.  After notice from the Company to Indemnitee of its election so to assume the defense thereof and the assumption of such defense, the Company will not be liable to Indemnitee under this Agreement for any attorney fees or costs subsequently incurred by Indemnitee in connection with Indemnitee’s defense except as otherwise provided below.  Indemnitee shall have the right to employ his or her counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof and the assumption of such defense shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company in writing, (ii) Indemnitee shall have reasonably concluded that there is or is reasonably likely to be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company.

(c)    The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent.  The Company shall not settle any action or claim which would impose any limitation, payment obligation, cost or penalty on Indemnitee without Indemnitee’s written consent.  Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement.
(d)    Indemnitee shall provide reasonable cooperation to the Company and counsel selected pursuant to Section 17(b) in connection with the defense of any Proceeding, including

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providing to the Company and such counsel, upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such defense.  Any Expenses reasonably incurred by Indemnitee in so cooperating shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
17. Notices.     All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:
To Indemnitee at the address set forth below Indemnitee signature hereto.
To the Company at:
c/o General Counsel 
             202 W. First Street
Los Angeles, CA 90012
or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
18. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19. Headings . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
20. Governing Law, Consent to Jurisdiction, and Interpretation.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably the Corporation Service Company as its agent in the State of Delaware as such party's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within

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the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. Any interpretation or construction of this Agreement shall be made in accordance with the intent of this Agreement as expressed in the first sentence of Section 6 . Any ambiguity shall be interpreted in favor of indemnification and advancement of expenses. Grants of indemnification and advancement of expenses shall be interpreted broadly. Limitations on indemnification and advancement of expenses shall be interpreted narrowly.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.
TRIBUNE PUBLISHING COMPANY 

 
By:____________________________________ 
     Name:____________________________ 
     Title:_____________________________ 

INDEMNITEE 

 ______________________________________
Name: 
 
Address:
______________________________________
______________________________________
______________________________________
______________________________________

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Exhibit 31.1
SECTION 302 CERTIFICATION
I, Justin C. Dearborn, Chief Executive Officer of Tribune Publishing Company, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tribune Publishing Company;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
By: /s/ Justin C. Dearborn ___________________________________________
Justin C. Dearborn,
Chief Executive Officer
Date: May 4, 2016

Exhibit 31.2
SECTION 302 CERTIFICATION
I, Terry Jimenez, Chief Financial Officer of Tribune Publishing Company, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tribune Publishing Company;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
By: /s/ Terry Jimenez _________________________________________
Terry Jimenez,
Chief Financial Officer
Date: May 4, 2016

Exhibit 32
CERTIFICATION PURSUANT TO THE 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tribune Publishing Company (the “Company”) on Form 10-Q for the period ended March 27, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Justin C. Dearborn, Chief Executive Officer of the Company, and Terry Jimenez, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
		
1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and	
		
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

By: /s/ Justin C. Dearborn _____________________________________
Justin C. Dearborn,
Chief Executive Officer

Date: May 4, 2016

By: /s/ Terry Jimenez ________________________________________
Terry Jimenez,
Chief Financial Officer

Date: May 4, 2016