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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 [ ]

THE McCLATCHY COMPANY

INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

The McClatchy Company (the Company) and its subsidiaries are engaged primarily in the publication of newspapers located in Minnesota, California, Washington State, Alaska and North and South Carolina.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany items and transactions have been eliminated. In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position, results of operations, and cash flows for the interim periods presented. In the second quarter of 2003, the Company wrote down a certain Internet investment by $504,000. In the first quarter of fiscal 2002 the Company purchased a significant portion of the assets of a different Internet company in which it had previously invested. In connection with this acquisition, the Company recorded a non-operating loss of $1 million in that quarter to write down the Internet investment to its fair market value. Other adjustments reflect normal recurring accruals except for the discontinued operation discussed below. The financial statements contained in this report are not necessarily indicative of the results to be expected for the full year.

Discontinued operation - On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its consolidated balance sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in 2002 and 2003, as is the gain on its sale in 2003.

Ponderay Newsprint Company - The Company owns a 13.5% interest in Ponderay Newsprint Company ("Ponderay"), a general partnership, which owns and operates a newsprint mill in the State of Washington. The investment is accounted for using the equity method, under which the Company's share of earnings of Ponderay is reflected in income as earned.

Stock-based compensation - At June 29, 2003 the Company had six stock-based compensation plans. The Company accounts for stock-based awards to employees using the intrinsic value method in accordance with APB No. 25, "Accounting for Stock Issued to Employees". No material amounts of compensation have been recorded for these plans.

Had compensation costs for the Company's stock-based compensation plans been determined based upon the fair value at the grant dates for awards under those plans consistent with the method of SFAS Statement No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

Other comprehensive income (loss) - The Company records changes in its net assets from non-owner sources in its Statement of Stockholders' Equity. Such changes relate primarily to valuing its pension liabilities and interest rate protection agreements, net of tax effects.

The following summarizes the current period change in the accumulated other comprehensive income (loss) in thousands:

The following summarizes the accumulated other comprehensive loss balances as of

June 29, 2003 (in thousands):

Other comprehensive income was $2.3 million and $734,000 for the six months ended

June 29, 2003 and June 30, 2002, respectively.

Agreement Among Class B Shareholders - The Company's Class A and Class B common stock participate equally in dividends. Holders of Class B common stock are entitled to one vote per share and to elect as a class 75% of the Board of Directors, rounded down to the nearest whole number. Holders of Class A common stock are entitled to one-tenth of a vote per share and to elect as a class 25% of the Board of Directors, rounded up to the nearest whole number. Class B common stock is convertible at the option of the holder into Class A common stock on a share-for-share basis.

The holders of shares of Class B Common Stock are parties to an agreement, the intent of which is to preserve control of the Company by the McClatchy family. Under the terms of the agreement, the Class B shareholders have agreed to restrict the transfer of any shares of Class B Common Stock to one or more "Permitted Transferees," subject to certain exceptions. A "Permitted Transferee" is any current holder of shares of Class B Common Stock of the Company; any lineal descendant of Charles K. McClatchy; or a trust for the exclusive benefit of, or in which all of the remainder beneficial interests are owned by, one or more of lineal descendants of Charles K. McClatchy.

In the event that a Class B shareholder attempts to transfer any shares of Class B Common Stock in violation of the agreement, or upon the happening of certain other events enumerated in the agreement as "Option Events," each of the remaining Class B shareholders has an option to purchase a percentage of the total number of shares of Class B Common Stock proposed to be transferred equal to such remaining class B shareholder's ownership percentage of the total number of outstanding shares of Class B Common Stock. If all the shares proposed to be transferred are not purchased by the remaining Class B shareholders, the Company has the option of purchasing the remaining shares. In general, any shares not purchased under this procedure will be converted into shares of Class A Common Stock and then transferred freely (unless, following conversion, the outstanding shares of Class B Common Stock would constitute less than 25% of the total number of all outstanding shares of common stock of the Company). Th e agreement can be terminated by the vote of the holders of 80% of the outstanding shares of Class B common Stock who are subject to the agreement. The agreement will terminate on September 17, 2047, unless terminated earlier in accordance with its terms.

Earnings per share (EPS) - Basic EPS excludes dilution from common stock equivalents and reflects income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options and are computed using the treasury stock method. The antidilutive stock options that could potentially dilute basic EPS in the future, but were not included in the weighted average share calculation in the second quarter were 62,093 in 2003 and 20,017 in 2002.

The Company's Credit Agreement includes term loans consisting of Tranche A of $265 million, bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments through March 21, 2005, and Tranche B of $119 million, bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments through September 19, 2007. A revolving credit line of up to $200 million bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at June 29, 2003 ranged from 1.7% to 2.6% (excluding the effect of the interest rate protection agreements described below).

The terms of the Credit Agreement include certain operating and financial restrictions, such as limits on the Company's ability to incur additional debt, create liens, sell assets, engage in mergers, make investments and pay dividends. The debt is unsecured and is pre-payable without penalty.

At June 29, 2003, the Company had outstanding letters of credit totaling $16.4 million securing estimated obligations stemming from workers' compensation claims and other contingent claims. As of July 15, 2003, letters of credit were reduced by $10.4 million to $6.0 million. The reduction was related to participation in the California Self-Insurers' Security Fund beginning on July 1, 2003. Participation in this fund is the required method for the Company to secure self-insured workers' compensation obligations.

		June 29, 2003		December 29, 2002
Term loans		$        384,000		$        384,000
Revolving credit line		45,000		112,000
Total indebtedness		429,000		496,000
Less current portion		(95,154)		(24,385)
Long-term indebtedness		$        333,846		$        471,615

The Company does not have, nor does it currently intend to enter into, derivative contracts for trading purposes. The Company has not attempted to use derivative instruments to hedge fluctuations in the normal purchases of goods and services used to conduct its business operations. Currently there is no intent to hedge or enter into contracts with embedded derivatives to hedge expenses associated with the purchase of newsprint, ink and other inventories, leases of equipment and facilities, or business insurance contracts.

The Company has one interest rate swap agreement designated as a cash flow hedge that is specifically designed to hedge the variability in the expected cash flows that are attributable to interest rate fluctuations on $100 million of long-term indebtedness through June 2004. The effect of this agreement is to fix the LIBOR interest rate exposure on this borrowing at approximately 3.8% on that portion of the Company's term loans. Three similar hedges on $200 million of debt matured during the second quarter of 2003.

The swap instrument provides for payments of interest at the fixed rate and receipt of interest at variable rates, which are reset to three-month LIBOR rates quarterly. Net payments or receipts under the agreement are recorded as adjustments to interest expense. The swap was entered into to match the significant terms of the underlying debt in an effort to provide a highly effective hedge.

No gain or loss has been recorded in net income as a result of ineffectiveness of the Company's hedges. Income, net of taxes, of $2.3 million and $734,000 for the six months ended

June 29, 2003 and June 30, 2002, respectively, was recorded in comprehensive income related to these hedges - see the Company's Consolidated Statement of Stockholders' Equity.

As of June 29, 2003, the Company guaranteed $14.6 million of bank debt related to its interest in Ponderay, a general partnership that owns and operates a newsprint mill in Washington State. The guarantee amount represents the Company's pro rata portion of Ponderay debt, which is guaranteed by the general partners. The partnership was formed in 1985 and began operations in 1989. The debt is secured by the assets of Ponderay and is payable by Ponderay on April 12, 2006.

The Company owns and publishes 24 newspapers in four regions of the country - Minnesota, California, the Carolinas and the Northwest (Alaska and Washington). The newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. The Company also owns and operates Nando Media, a national online publishing operation.

On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its consolidated balance sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in 2002 and 2003, as is the gain on its sale in 2003.

The Company supplements its newspaper publishing with a growing array of niche products and direct marketing initiatives, including direct mail. The Company also operates leading local websites in each of its 11 daily newspaper markets offering readers information, comprehensive news, advertising, e-commerce and other services.

Critical Accounting Policies

The accompanying discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. The most significant areas involving estimates and assumptions are revenue recognition, al lowance for receivables, amortization of intangibles, pension and post-retirement expenses, insurance reserves, incentive compensation, environmental reserves, the Company's tax provision and depreciation of fixed assets. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition - Advertising revenues are recorded when advertisements are placed in the newspaper and circulation revenues are recorded as newspapers are delivered over the subscription term. Circulation revenues are recorded net of direct delivery costs. Other revenue is recognized when the related product or service has been delivered. Revenues are recorded net of estimated incentive offerings including special pricing agreements, promotions and other volume-based incentives. Revisions to these estimates are charged to income in the period in which the facts that give rise to the revision become known.

Bad Debt - The Company maintains a reserve account for estimated losses resulting from the risk its customers will not make required payments. Generally, the Company uses the aging of accounts receivable to establish reserves for losses on accounts receivable. However, if the financial condition of a customer deteriorates, resulting in an impairment of their ability to make payments, additional allowances are reserved.

Goodwill and Intangible Impairment - In assessing the recoverability of the Company's goodwill and other intangibles the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. The Company analyzes its goodwill and intangible assets with indefinite lives for impairment. No material impairment loss was recorded in the Company's second fiscal quarter of 2003 or 2002.

Pension and Post-retirement Benefits - The Company has significant pension and post-retirement benefit costs and credits that are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and expected return on plan assets. The Company is required to consider current market conditions, including changes in interest rates, in establishing these assumptions. Changes in the related pension and post-retirement benefit costs or credits may occur in the future because of changes resulting from fluctuations in the Company's employee headcount and/or changes in the various assumptions.

The Company uses a discount rate of 6.75% and an assumed long-term return on assets of 9.0% to calculate its retirement expenses. The return on asset rate was set based upon reviews of a 30 and 50 year span of historical returns of equity and fixed income indices, taking into account the roughly 70% equity and 30% fixed income mix of the Company's qualified pension plans assets, and consultation with the Company's actuaries. Retirement expenses in fiscal 2003 are currently expected to increase over fiscal 2002 by an estimated $4 million to $5 million, although actual results may differ from this expectation.

Self-Insurance - The Company is self-insured for the majority of its group health insurance costs. The Company relies on claims experience and the advice of consulting actuaries and administrators in determining an adequate liability for self-insurance claims. Given the increase in medical costs, the Company anticipates that annual health care expenses could rise between $3 million and $4 million in fiscal 2003, although actual results may differ from this expectation.

While total advertising revenues grew 2.9% in the second quarter, classified advertising continued to decline, particularly in the employment and automotive categories. Employment advertising revenues, which have declined significantly over the past two years, declined 17.2% in the second quarter of fiscal 2003, while automotive declined 3.5%. These declines were offset by advertising revenue growth in other categories. Please see the revenue discussions below.

Newsprint is the major component of the Company's cost of raw materials and represented 13.5% of the Company's overall operating expenses in the second quarter of fiscal 2003. Consequently, the Company's earnings are sensitive to changes in newsprint prices. All other things being equal, a hypothetical $10 per metric tonne change in newsprint prices affects earnings per share by $.03 cents annually. The Company's newsprint suppliers implemented increases in newsprint prices in the fourth quarter of fiscal 2002 and the second quarter of fiscal 2003. In addition, the suppliers announced a $50 per metric tonne price increase for August 2003. At this time it is uncertain when the announced August price increase will be implemented or in what amount. The eventual timing and amount of changes in newsprint pricing is largely dependent on global demand and supply for newsprint. The impact of newsprint price expense on the Company's results of operations is discussed in the quarterly and six-month comp arisons below.

On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN's ad processing operations and, separately, Vertis, Inc. purchased TNN's sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The Company has reclassified the assets and liabilities of TNN as held for sale in its consolidated balance sheet as of December 29, 2002. The revenues and operating results of TNN are included in discontinued operations in 2002 and 2003, as is the gain on its sale in 2003.

The Company reported net income from continuing operations of $37.5 million, or 81 cents per share, for the second fiscal quarter 2003, compared to $36.2 million, or 78 cents per share in the second fiscal quarter 2002. Total earnings in the second fiscal quarter 2003 were $43.8 million, or 94 cents per share, which included income from TNN, a discontinued operation, of $6.0 million, or 13 cents per share.

Revenues from continuing operations in the second fiscal quarter 2003 were up 1.8% to $276.4 million from the second fiscal quarter 2002, with advertising revenues up 2.9% to $229.5 million, and circulation revenues down 1.9% to $41.3 million due partially to changes in the mix of home delivery and single copy sales and to promotional programs at certain of the Company's newspapers. The increase in advertising revenue was due to a 15.9% increase in national advertising and a 4.6% gain in retail advertising. These gains were offset partially by a 4.7% decrease in classified advertising. Within classified advertising, real estate rose 14.0%, employment declined 17.7%, and automotive declined 3.5%.

OPERATING REVENUES BY REGIONS (in thousands):

Minnesota - The Star Tribune generated 32.7% of the Company's second quarter revenues. Total revenues declined by 1.0% with advertising revenues up 0.1% due to a 7.3% increase in national advertising and a 3.0% increase in retail advertising, offset by a 5.7% decline in classified advertising. Within classified advertising, employment decreased by 21.2% and automotive declined by 4.3%. These declines were partially offset by a 21.1% increase in real estate advertising. Circulation revenues declined by 4.6% primarily due to changes in the sales mix of home delivery and single copy circulation and promotional programs implemented during the quarter.

California - California, which includes three daily newspapers, one non-daily newspaper and two free distribution Spanish-language newspapers, contributed 35.9% of the Company's second quarter revenues. Total revenues at the California newspapers were up 6.2%. Advertising revenues increased 6.9% with national up 30.3%, retail up 6.9% and classified down 3.3%. Within classified advertising, employment declined by 18.7% and automotive decreased by 1.8%. These declines were partially offset by a 17.8% increase in real estate advertising. Other advertising, which includes direct mail and online advertising, was up $1.8 million or 33.4%.

Carolinas - The Carolinas, which includes four daily and eight non-daily newspapers, generated 16.1% of the Company's second quarter revenues. Total revenues decreased by 1.4% with advertising down 0.8%. Retail advertising was up 3.2%, classified advertising declined 6.5% and national advertising decreased by 3.2% on a relatively small base. Within classified advertising, employment declined 6.7%, real estate decreased 3.6% and automotive declined by 2.2%. Circulation revenues declined by 2.8% due primarily to reclassifications of certain delivery costs to contra revenue.

The Northwest - The Northwest, which includes three daily and two non-daily newspapers, generated 15.2% of the Company's second quarter revenues. Total revenues were up 1.8% with advertising revenue up 3.4%. National advertising was up 18.9%, retail advertising was up 4.2% and classified advertising was down 3.8%. Within classified advertising, employment declined by 19.1 % and automotive declined by 7.8%. These declines were partially offset by a 23.7% gain in real estate advertising. Commercial printing revenues declined 13.6% due to the loss of a customer at the Anchorage Daily News.

Non-Newspaper Operations - These revenues are derived from Nando Media, the Company's online publishing operation. Revenues at Nando Media declined by $134,000 in the second fiscal quarter 2003, due primarily to reduction in the sales of content to third parties.

Total operating expenses increased by 3.0% in the second fiscal quarter 2003 due primarily to higher newsprint, retirement and medical costs. Compensation costs were up 2.4% reflecting merit increases and higher fringe benefit costs. Salaries increased 1.9% and fringe benefit costs rose 5.0% largely due to $1.1 million in additional retirement and medical costs. Newsprint expense was up 5.9% for the second fiscal quarter 2003, with newsprint prices up 6.5% and consumption down 0.6%. Other operating expenses were up 5.4% primarily attributable to higher postage costs associated with the Company's direct mail programs and losses associated with the disposition of fixed assets. Depreciation and amortization costs declined $1.1 million, or 6.0%.

Interest expense was $5.5 million for the second fiscal quarter 2003. This is a 25.0% decline from the second fiscal quarter 2002 as the Company has continued to benefit from lower interest rates and debt repayment from free cash flow. The Company also recorded $161,000 as its share of Ponderay's income for the second quarter 2003 compared to $460,000 of loss in the second fiscal quarter 2002. The additional income from Ponderay primarily reflects the favorable impact of higher newsprint prices. The Company also had a pre-tax charge of $504,000 to write-down a certain Internet investment in the second fiscal quarter 2003.

The Company's effective income tax rate was 38.0% in the second fiscal quarter 2003 and 39.5% in the second fiscal quarter 2002. The lower rate in the 2003 quarter reduced the Company's year-to-date effective tax rate to 38.6% from its previously estimated annual rate of 39.5%. The lower annual effective rate in 2003 reflects the successful resolution of certain state tax positions the Company took in connection with past acquisitions.

The Company reported net income from continuing operations of $102.2 million, or $1.35 per share, for the first six months of fiscal 2003 compared to $98.1 million, or $1.29 per share, for the first six months of fiscal 2002. Earnings in the six-month period included a $1.3 million pre-tax charge to bad debt reserves for a major advertiser that announced bankruptcy and a $504,000 pre-tax charge to write-down a certain Internet investment. Total earnings of $1.48 per share included income from TNN, a discontinued operation, of $6.0 million, or 13 cents per share. Revenues and expenses in the six-month period were generally affected by the trends discussed in the quarterly comparison above, with exceptions noted below.

Revenues from continuing operations in the first six months of fiscal 2003 were up 2.5% to $534.3 million from the first half of 2002 with advertising revenues up 3.5% to $440.0 million and circulation revenues down 0.3% to $82.9 million. The increase in advertising revenue was due to a 13.4% increase in national advertising, a 4.4% increase in retail advertising and a 2.4% decline in classified advertising. Within classified advertising, employment declined by 14.3% and automotive decreased by 0.8%. These declines were partially offset by a 14.3% increase in real estate advertising.

OPERATING REVENUES BY REGIONS (in thousands):

Minnesota - The Star Tribune generated 33.0% of the Company's total revenue. Total revenues increased 0.9% with advertising revenues up 1.7% due to a 4.4% increase in retail advertising, a 3.8% increase in national advertising and a 3.0% decline in classified advertising. Within classified advertising, employment decreased by 15.3% and automotive declined by 2.4%. These declines were partially offset by a 26.6% increase in real estate advertising.

California - California, which includes three daily newspapers, one non-daily newspaper and two free distribution Spanish-language newspapers, contributed 35.7% of the Company's total revenue. Total revenues at the California newspapers were up 6.3% with advertising revenues up 7.0% due to a 28.9% gain in national advertising, a 6.0% increase in retail advertising and a 0.8% decline in classified advertising. Within classified advertising, employment was down 15.1%. This decrease was mostly offset by gains of 12.9% and 2.3% in classified real estate advertising and automotive advertising, respectively. Other advertising, which includes direct mail and online advertising, was up $3.0 million or 28.5%.

Carolinas - The Carolinas, which includes four daily and eight non-daily newspapers, generated 16.2% of the Company's total revenue. Total revenue decreased by 1.3% with advertising revenues down 0.7% due to a 4.4% decline in classified advertising, a 4.2% decrease in national advertising on a relatively small base and a 2.1% increase in retail advertising. Within classified advertising, employment declined 8.7%, automotive decreased by 2.8% and real estate declined by 0.4%.

The Northwest - The Northwest, which includes three daily and two non-daily newspapers, generated 15.0% of the Company's total revenue. Total revenues were up 2.0% with advertising revenue up 3.4% due to an 18.0% increase in national advertising, a 3.5% gain in retail adverting and a 2.5% decline in classified advertising. Within classified advertising, employment declined by 17.3% and automotive decreased by 3.4%. These declines were partially offset by a 22.6% gain in real estate advertising. Commercial printing revenues declined 11.5% due to the loss of a customer at the Anchorage Daily News.

Non-Newspaper Operations - These revenues are derived from Nando Media, the Company's online publishing operation. Revenues at Nando Media declined by $109,000 in the first half of 2003, due primarily to reduction in the sales of content to third parties.

Total operating expenses increased by 3.6% in the first half of 2003 due primarily to higher retirement and medical costs, costs associated with war coverage and a $1.3 million bad debt charge related to an advertiser bankruptcy. Compensation costs were up 3.7% reflecting merit increases and higher fringe benefit costs. Salaries increased 2.3% and fringe benefit costs rose 10.0% largely due to $3.7 million in additional retirement and medical costs. Newsprint expense was up 1.5% for the first half of 2003 with newsprint prices up 1.6% and consumption down 0.1%. Other operating expenses increased 7.7% primarily attributable to higher postage costs associated with the Company's direct mail programs, a $1.3 million pre-tax charge to bad debt and losses associated with the disposition of fixed assets. Depreciation and amortization declined by $1.5 million, or 4.1%.

Interest expense was $10.7 million for the first half of 2003. This is a 29.2% decline from the prior year as the Company has continued to benefit from lower interest rates and debt repayment from free cash flow. The Company also recorded $190,000 as its share of Ponderay's loss in the first half of 2003 compared to $900,000 of loss in 2002. The Company recorded a pre-tax charge of $504,000 to write-down a certain Internet investment compared to a $1.0 million write-down in 2002.

The Company's effective income tax rate was 38.6% in the first half of 2003 compared to 39.5% in 2002. The lower annual effective rate in 2003 reflects the successful resolution of certain state tax positions the Company took in connection with past acquisitions.

Liquidity & Capital Resources

The Company's cash and cash equivalents were $2.6 million at June 29, 2003, versus $5.4 million at the end of fiscal year 2002. The Company generated $74.4 million of cash from operating activities in the first six months of fiscal 2003. The major non-operating uses of cash have been to repay debt, to purchase property, plant and equipment and to pay dividends. In the first six months of 2003, the Company repaid $67.0 million of bank debt and the Company paid $10.1 million in dividends, while proceeds from issuing Class A stock under employee stock plans totaled $3.3 million. The Company also received $9.7 million in cash consideration in the sale of TNN, a discontinued operation.

In the first six months of fiscal 2003, the Company made voluntary contributions of $50.0 million to its defined benefit pension plans. Returns on pension assets have declined over the last three years. Additionally, historically low interest rates have reduced the discount rate over the last three years used to value pension obligations. If returns do not improve and/or interest rates remain low, the Company may be required to, or may voluntarily opt to, make additional contributions to its pension plans.

The Company expended $13.0 million in the first six months of fiscal 2003 for capital projects and equipment to improve productivity, keep pace with new technology and maintain existing operations. Capital expenditures in fiscal 2003 are estimated to be approximately $40 million at existing facilities.

A syndicate of banks and financial institutions provided the bank debt financing for the 1998 acquisition of The Star Tribune Company under a Bank Credit Agreement (Credit Agreement). At June 29, 2003, the Company's bank debt included term loans consisting of Tranche A of $265 million bearing interest at the London Interbank Offered Rate (LIBOR) plus 62.5 basis points, payable in increasing quarterly installments through March 21, 2005, and Tranche B of $119 million bearing interest at LIBOR plus 150 basis points and payable in semi-annual installments through September 19, 2007. A revolving credit line of up to $200 million, of which $45.0 million was outstanding at June 29, 2003, bears interest at LIBOR plus 62.5 basis points and is payable by March 19, 2005. Interest rates applicable to debt drawn down at June 29, 2003, ranged from 1.7% to 2.6% (excluding the effect of interest rate protection agreements).

The terms of the Credit Agreement include certain operating and financial restrictions, such as limits on the Company's ability to incur additional debt, create liens, sell assets, engage in mergers, make investments and pay dividends. The debt is unsecured and is pre-payable without penalty.

At June 29, 2003, the Company had outstanding letters of credit totaling $16.4 million securing estimated obligations stemming from workers' compensation claims and other contingent claims. As of July 15, 2003, letters of credit were reduced by $10.4 million to $6.0 million. The reduction was related to participation in the California Self-Insurers' Security Fund beginning July 1, 2003. Participation in this fund is the required method for the Company to secure self-insured workers' compensation obligations. The Company has $149.6 million of available credit under its current Credit Agreement.

The Company does not have, nor does it intend to enter into, derivative contracts for trading purposes. The Company has not attempted to hedge fluctuations in the normal purchases of goods and services used to conduct its business operations. Currently there is no intent to hedge or enter into contracts with embedded derivatives for the purchase of newsprint, ink, and other inventories, leases of equipment and facilities, or business insurance contracts.

The Company utilizes interest rate protection agreements (swaps) to help maintain the overall interest rate risk parameters set by management. None of these agreements were entered into for trading purposes. The swap instruments were entered into to match the significant terms of the underlying debt in an effort to provide highly effective hedges. The Company has one interest rate swap agreement designated as a cash flow hedge specifically designed to hedge interest rate fluctuations on $100 million of long-term indebtedness through June 2004. The effect of this agreement is to fix the LIBOR interest rate exposure at approximately 3.8% on that portion of the Company's term loans. Three similar hedges on $200 million of debt matured during the second quarter of 2003.

The following table summarizes the Company's contractual obligations and commercial commitments as of June 29, 2003 (in thousands of dollars):

In addition, the Company has operating leases with minimum rental commitments that expire in various years and total approximately $16 million through 2010.

While the Company expects that most of its cash generated from operations in the foreseeable future will be used to repay debt, management believes that the Company's operating cash flow and its credit facilities as described above are adequate to meet its liquidity needs, including currently planned capital expenditures, pension contributions and future investments.

The Company believes it has the liquidity to repay its current bank debt under the terms of its credit agreement. Nonetheless, the Company may consider refinancing or increasing its debt from time to time to accommodate acquisitions or in the event that it can achieve terms that are more favorable than its current credit agreement.

The Company may, from time to time, pursue acquisitions of media businesses that may require the use of cash or the issuance of additional equity. However, no such acquisitions are currently pending.

Risk Factors That Could Affect Operating Results

Forward-Looking Information:

This quarterly report on Form 10-Q contains forward-looking statements regarding the Company's actual and expected financial performance and operations. These statements are based upon our current expectations and knowledge of factors impacting our business, including, without limitation, statements about return on pension plan assets, assumed salary increases, retirement and health care expenses, newsprint costs, amortization expense, use of derivative instruments, prepayment of debt, capital expenditures, sufficiency of capital resources and possible acquisitions. Such statements are subject to risks and uncertainties. Forward-looking statements are generally preceded by, followed by or are a part of sentences that include the words "believes," "expects," "anticipates," "estimates," or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should understand that t he following important factors, in addition to those discussed elsewhere in this document and in the documents which we incorporate by reference, could affect the future results of the Company, and could cause those future results to differ materially from those expressed in our forward-looking statements: general economic, market or business conditions; especially in any of the markets where we operate newspapers; geo-political uncertainties, changes in newsprint prices and/or printing and distribution costs from anticipated levels; changes in interest rates; changes in pension assets and liabilities; changes in compensation or fringe benefit costs; increased competition, including from other forms of media, in our principal markets; increased consolidation among major retailers in our newspaper markets or other events depressing the level of advertising; potential acquisitions, investments or divestitures by the Company, and any related change in our capital structure including additional borrowings or equ ity issuances; changes in our ability to negotiate and obtain favorable terms under collective bargaining arrangements with our employees; competitive actions by other companies; difficulties in servicing our debt obligations; other occurrences leading to decreased circulation and diminished revenues from both display and classified advertising; and other factors, many of which are beyond our control.

Additional Information Regarding Certain Risks:

Newsprint is the major component of our cost of raw materials. Newsprint accounted for 13.5% of the Company's operating expenses in the second fiscal quarter 2003. Accordingly, our earnings are sensitive to changes in newsprint prices. We have not attempted to hedge fluctuations in the normal purchases of newsprint or enter into contracts with embedded derivatives for the purchase of newsprint. If the price of newsprint increases materially, our operating results could be adversely affected. For a discussion of the impact of a change in newsprint prices on the Company's earnings per share, please see the newsprint discussion above at "Recent Events and Trends."

If McClatchy experiences labor unrest, our ability to produce and deliver newspapers would be impaired. The results of future labor negotiations could harm our operating results. Our newspapers have not endured a labor strike since 1980. However, we cannot ensure that a strike will not occur at one or more of our newspapers in the future. As of June 29, 2003, approximately a quarter of our full- and part-time employees were represented by unions. Most of the Company's union-represented employees are currently working under labor agreements, which expire at various times. The Company faces collective bargaining upon the expirations of these labor agreements. Even if our newspapers do not suffer a labor strike, the Company's operating results could be harmed if the results of labor negotiations restrict our ability to maximize the efficiency of its newspaper operations.

Changes in the regulatory and technological environment are bringing about consolidation of media companies and convergence among various forms of media. These changes are expected to continue or accelerate as a result of anticipated loosening of regulatory constraints. The Company faces competition with larger and more diversified entities for circulation and advertising revenues and further industry consolidation will likely increase this competition. Such consolidation could also affect the Company's opportunities to make acquisitions.

Returns on assets in the Company's pension plans have declined over the last three years. Additionally, historically low long-term interest rates have reduced the discount rate over the last three years that has been used to value pension obligations. Continued poor returns and/or lower interest rates could materially and negatively affect the Company's funded status of its pension plans.

In addition to normal business risks discussed above, the Company utilizes interest rate protection agreements (swaps) to help maintain the overall interest rate risk parameters set by management. None of these agreements was entered into for trading purposes.

The Company currently has one interest rate swap agreement designated as a cash flow hedge specifically designed to hedge the variability in the expected cash flows that are attributable to interest rate fluctuations on $100 million of long-term indebtedness through June 2004. The effect of this agreement is to fix the London Interbank Offered Rate (LIBOR) interest rate exposure on these borrowings at approximately 3.8% on that portion of the Company's term loans.

All things being equal, a hypothetical 25 basis point change in LIBOR for a fiscal year would have a $0.01 per share increase or decrease in the Company's annual results of operations. It would also impact the fair values of its market risk-sensitive financial instruments, but would not materially affect the Company's financial position taken as a whole.

During the 90-day period prior to the filing of this quarterly report, an evaluation was performed under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a - 14(c) and 15d - 14(c) under the Securities Exchange Act of 1934, as amended). Following that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective at that time. There have been no significant changes in the Company's internal controls or other factors that could significantly affect internal controls, or significant deficiencies or material weaknesses with regard to the Company's internal controls identified by the Company subsequent to that evaluation.

The Company held its annual shareholders' meeting on May 14, 2003 to vote on three proposals. Shareholders approved all of the proposals by voting as follows:

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

CERTIFICATION

I, Gary B. Pruitt, Chief Executive Officer of The McClatchy Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The McClatchy Company;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
   
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
1. designed such disclosure controls and procedures 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 quarterly report is being prepared;
   
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
   
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
   
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   
1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
   
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

 

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

CERTIFICATION

I, Patrick J. Talamantes, Chief Financial Officer of The McClatchy Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The McClatchy Company;
   
2. Based on my knowledge, this quarterly 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 quarterly report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
   
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   

1. designed such disclosure controls and procedures 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 quarterly report is being prepared;
   
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
   
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
   

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and