2019 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2019 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.) 160 N. Stetson Avenue Chicago, Illinois 60601 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (312) 222-9100 Securities registered pursuant to Section 12(b) of the Act: Title of Class Trading Symbol Name of Exchange on Which Registered Common Stock, par value $.01 per share TPCO The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑ 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 ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately $138,055,910 on the closing market price of $7.97 per share of Common Stock on the Nasdaq Global Select Market as of June 30, 2019. 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 March 6, 2020 Common Stock, par value $0.01 per share 36,260,680 DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement of the registrant to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, for the 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. [This page intentionally left blank] TRIBUNE PUBLISHING COMPANY FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business.................................................................................................................................... 2 Item 1A. Risk Factors.............................................................................................................................. 7 Item 1B. Unresolved Staff Comments..................................................................................................... 21 Item 2. Properties.................................................................................................................................. 21 Item 3. Legal Proceedings..................................................................................................................... 21 Item 4. Mine Safety Disclosures........................................................................................................... 22 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities................................................................................................. 22 Item 6. Selected Financial Data............................................................................................................ 24 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations... 24 Item 7A. Quantitative and Qualitative Disclosures about Market Risk................................................... 39 Item 8. Financial Statements and Supplementary Data........................................................................ 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.. 39 Item 9A. Controls and Procedures........................................................................................................... 39 Item 9B. Other Information..................................................................................................................... 42 PART III Item 10. Directors, Executive Officers and Corporate Governance....................................................... 42 Item 11. Executive Compensation.......................................................................................................... 42 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.................................................................................................................. 42 Item 13. Certain Relationships and Related Transactions, and Director Independence......................... 43 Item 14. Principal Accountant Fees and Services................................................................................... 43 PART IV Item 15. Exhibits and Financial Statement Schedules............................................................................ 43 SIGNATURES......................................................................................................................... 47 Financial Statements................................................................................................................. F-1 1 PART I CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS The statements contained in this Annual Report on Form 10-K, 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, without limitation, changes in advertising demand, circulation levels and audience shares; competition and other economic conditions; our ability to develop and grow our online businesses; changes in newsprint price and availability; our ability to maintain data security and comply with privacy-related laws; economic and market conditions that could impact the level of our required contributions to the defined benefit pension plans to which we contribute; decisions by trustees under rehabilitation plans (if applicable) or other contributing employers with respect to multiemployer plans to which we contribute which could impact the level of our contributions; our ability to maintain effective internal control over financial reporting; concentration of stock ownership among our principal stockholders whose interest may differ from those of other stockholders; and other events beyond our control that may result in unexpected adverse operating results, including those discussed in Item 1A. — Risk Factors in this filing. 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, in fact occur 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 Annual Report on Form 10-K. Except as required by law, we undertake no obligation to update any forward- looking statements, whether as a result of new information, future events or otherwise. Item 1. Business Overview Tribune Publishing Company was formed as a Delaware corporation on November 21, 2013. Tribune Publishing Company, together with its subsidiaries (collectively,