Mcclatchy (MNIQQ) 10-Q 2005 Q3 Quarterly report

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

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:		September 25, 2005
or
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________________________ to _______________________________
Commission file number:			1-9824
The McClatchy Company
(Exact name of registrant as specified in its charter)

Delaware	52-2080478
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2100 "Q" Street, Sacramento, CA	95816
(Address of principal executive offices)	(Zip Code)

916-321-1846

Registrant's telephone number, including area code

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: [X ] Yes      [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Exchange Act).

[ ] Yes [X] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: October 26, 2005:

Class A Common Stock	20,486,404
Class B Common Stock	26,224,147

THE McCLATCHY COMPANY

INDEX TO FORM 10-Q

Part I - FINANCIAL INFORMATION		Page
Item 1 - Financial Statements (unaudited):
	Consolidated Balance Sheet - September 25, 2005 and December 26, 2004	1
	Consolidated Statement of Income for the Three and Nine Months ended  September 25, 2005 and September 26, 2004	3
	Consolidated Statement of Cash Flows for the Nine Months ended September 25, 2005 and September 26, 2004	4
	Consolidated Statement of Stockholders' Equity for the period December 26, 2004 to September 25, 2005	5
	Notes to Consolidated Financial Statements	6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of               Operations		13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		25
Item 4 - Controls and Procedures		25
Part II - OTHER INFORMATION
Item 1 - Legal Proceedings		25
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3 - Defaults Upon Senior Securities		26
Item 4 - Submission of Matters to a Vote of Security Holders		26
Item 5 - Other Information		26
Item 6 - Exhibits		26
Signatures		26
Index of Exhibits		27

PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

	THE MCCLATCHY COMPANY
	CONSOLIDATED BALANCE SHEET (UNAUDITED)
	(In thousands)
		September 25,	December 26,
		2005	2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$ 3,409	$ 4,857
	Trade receivables (less allowance of
	$2,965 in 2005 and $2,769 in 2004)	131,445	138,467
	Other receivables	4,677	3,735
	Newsprint, ink and other inventories	19,921	17,032
	Deferred income taxes	19,063	18,661
	Prepaid income taxes	4,070	7,265
	Other current assets	9,984	13,746
		192,569	203,763
PROPERTY, PLANT AND EQUIPMENT:
	Building and improvements	238,172	237,304
	Equipment	542,180	520,122
		780,352	757,426
	Less accumulated depreciation	(487,685)	(469,059)
		292,667	288,367
	Land	53,433	53,630
	Construction in progress	22,022	25,236
		368,122	367,233
INTANGIBLE ASSETS:
	Identifiable intangibles -net	48,892	62,712
	Goodwill-net	1,249,053	1,249,053
		1,297,945	1,311,765
PREPAID PENSION ASSETS		178,505	149,483
OTHER ASSETS		27,806	17,156
TOTAL ASSETS		$ 2,064,947	$ 2,049,400
	See notes to consolidated financial statements.

	THE MCCLATCHY COMPANY
	CONSOLIDATED BALANCE SHEET (UNAUDITED)
	(In thousands, except share amounts)
		September 25,	December 26,
		2005	2004
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable	$ 30,139	$ 31,486
	Accrued compensation	54,879	65,031
	Income taxes	-	-
	Unearned revenue	44,403	43,344
	Carrier deposits	1,452	1,530
	Other accrued liabilities	17,164	15,499
		148,037	156,890
LONG-TERM DEBT		189,400	267,200
OTHER LONG-TERM OBLIGATIONS		48,618	48,725
DEFERRED INCOME TAXES		153,155	153,581
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
	Common stock $.01 par value:
	Class A - authorized 100,000,000 shares,	205	202
	issued 20,457,529 in 2005 and 20,200,107 in 2004
	Class B - authorized 60,000,000 shares,	262	263
	issued 26,234,147 in 2005 and 26,264,147 in 2004
	Additional paid-in capital	348,003	335,489
	Retained earnings	1,180,960	1,088,679
	Deferred compensation	(2,064)	-
	Accumulated other comprehensive loss	(1,629)	(1,629)
		1,525,737	1,423,004
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,064,947	$ 2,049,400
	See notes to consolidated financial statements.

THE McCLATCHY COMPANY
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(In thousands, except per share amounts)
		Three Months Ended		Nine Months Ended
		September 25,	September 26,	September 25,	September 26,
		2005	2004	2005	2004
REVENUES - NET:
	Advertising	$ 247,414	$ 239,662	$ 736,862	$ 712,360
	Circulation	40,010	41,611	122,451	125,121
	Other	5,193	5,399	16,987	17,744
		292,617	286,672	876,300	855,225
OPERATING EXPENSES:
	Compensation	119,980	114,928	361,746	351,335
	Newsprint and supplements	38,067	38,050	113,650	111,239
	Depreciation and amortization	16,389	16,750	49,128	49,774
	Other operating expenses	53,982	51,247	156,831	153,255
		228,418	220,975	681,355	665,603
OPERATING INCOME		64,199	65,697	194,945	189,622
NON-OPERATING (EXPENSES) INCOME:
	Interest expense	(1,836)	(1,509)	(5,883)	(7,457)
	Refinancing related charge	-	-	-	(3,737)
	Partnership income	290	230	431	542
	Other - net	47	(126)	214	(62)
		(1,499)	(1,405)	(5,238)	(10,714)
INCOME BEFORE INCOME TAX PROVISION		62,700	64,292	189,707	178,908
INCOME TAX PROVISION		24,061	25,220	74,569	70,812
NET INCOME		$ 38,639	$ 39,072	$ 115,138	$ 108,096
NET INCOME PER COMMON SHARE:
	Basic:	$ 0.83	$   0.84	$ 2.47	$ 2.33
	Diluted:	$ 0.82	$   0.83	$ 2.45	$ 2.31
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
	Basic	46,639	46,410	46,581	46,360
	Diluted	46,994	46,841	46,997	46,798
See notes to consolidated financial statements.

THE McCLATCHY COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In thousands)
	Nine Months Ended
	September 25,	September 26,
	2005	2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 115,138	$ 108,096
Reconciliation to net cash provided:
Depreciation and amortization	49,128	49,774
Deferred income taxes	(828)	(4,726)
Partnership income	(431)	(542)
Contribution to pension plans	(40,000)	(60,000)
Refinancing related charge	-	3,737
Changes in certain assets and liabilities - net	9,702	29,541
Other	821	1,581
Net cash provided by operations	133,530	127,461
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(32,754)	(35,034)
Internet investment	(10,400)	-
Purchase of Merced Group	-	(40,984)
Other - net	551	278
Net cash used by investing activities	(42,603)	(75,740)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) proceeds of commercial paper	(77,800)	307,288
Repayment of debt	-	(347,000)
Payment of financing costs	-	(2,045)
Payment of cash dividends	(22,857)	(17,160)
Other - principally stock issuances	8,282	6,190
Net cash used by financing activities	(92,375)	(52,727)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(1,448)	(1,006)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	4,857	3,384
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 3,409	$ 2,378
OTHER CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes (net of refunds)	$ 70,447	$ 52,816
Interest (net of capitalized interest)	$ 5,031	$ 6,806
See notes to consolidated financial statements.

THE McCLATCHY COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share amounts)
						Accumulated
			Additional			Other
	Par Value		Paid-In	Retained	Deferred	Comprehensive
	Class A	Class B	Capital	Earnings	Compensation	Loss	Total
BALANCES, DECEMBER 26, 2004	$ 202	$ 263	$ 335,489	$ 1,088,679		$ (1,629)	$1,423,004
Net income				115,138			115,138
Dividends paid ($.49 share)				(22,857)			(22,857)
Conversion of 30,000 Class B shares
to Class A	1	(1)					-
Issuance of 187,422 Class A shares
under stock plans	2		8,280				8,282
Issuance of 40,000 Class A shares
under restricted stock plan			2,479		$ (2,479)		-
Amortization of deferred stock compensation					415		415
Tax benefit from stock plans			1,755				1,755
BALANCES, SEPTEMBER 25, 2005	$ 205	$ 262	$ 348,003	$ 1,180,960	$ (2,064)	$ (1,629)	$1,525,737
See notes to consolidated financial statements.

THE McCLATCHY COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The McClatchy Company (the Company) and its subsidiaries are engaged primarily in the publication of newspapers located in California, Minnesota, the Northwest (Washington and Alaska) and the Carolinas.

The consolidated financial statements include the Company and its subsidiaries. Significant intercompany items and transactions are eliminated. In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and 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 (consisting of normal recurring items) to present fairly the Company's financial position, results of operations, and cash flows for the interim periods presented. The financial statements contained in this report are not necessarily indicative of the results to be expected for the full year.

Revenue recognition - Advertising revenues are recorded when advertisements are placed in the newspaper and/or online and circulation revenues are recorded as newspapers are delivered over the subscription term. Unearned revenues primarily represent prepaid circulation subscriptions.

Cashequivalents are highly liquid debt investments with maturities of three months or less when acquired.

Concentrations of credit risks - Financial instruments that potentially subject the Company to concentrations of credit risks are principally cash and cash equivalents and trade accounts receivables. Cash and cash equivalents are placed with major financial institutions. The Company routinely assesses the financial strength of significant customers and this assessment, combined with the large number and geographic diversity of its customers, limits the Company's concentration of risk with respect to trade accounts receivable.

Inventories are stated at the lower of cost (based principally on the first-in, first-out method) or current market value.

Related party transactions - 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. The Company guarantees certain bank debt used to construct the mill and is required to purchase 28,400 metric tons of annual production on a "take-if-tendered" basis at prevailing market prices until the debt is repaid. The Company satisfies this obligation by direct purchase (payments made in the first nine months of fiscal 2005 and 2004: $12,158,000 and $10,969,000, respectively) or reallocation to other buyers.

Property, plant and equipment are stated at cost. Major improvements, as well as interest incurred during construction, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

Depreciationis computed generally on a straight-line basis over estimated useful lives of:

10 to 60 years for buildings

  9 to 25 years for presses

  3 to 15 years for other equipment

Intangibles and goodwill consist of the unamortized excess of the cost of acquiring newspaper operations over the fair values of the newspapers' tangible assets at the date of purchase. Identifiable intangible assets, consisting primarily of lists of advertisers and subscribers, are amortized over four to forty years. Management periodically evaluates the recoverability of intangible assets by reviewing the current and projected cash flows of its newspaper operations.

Information regarding the Company's identifiable intangible assets are as follows (in thousands):

		September 25, 2005
	Average Useful Life	Carrying Amount	Accumulated Amortization	Net
Advertiser and subscriber lists	16 Years	$   256,150	$        212,583	$    43,567
Other	4 Years	15,886	10,561	5,325
Identifiable intangible assets		$   272,036	$        223,144	$    48,892

		December 26, 2004
	Average Useful Life	Carrying Amount	Accumulated Amortization	Net
Advertiser and subscriber lists	16 Years	$   256,150	$         199,307	$    56,843
Other	4 Years	15,886	10,017	5,869
Identifiable intangible assets		$   272,036	$         209,324	$    62,712

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Amortization expense was $4,479,000 and $13,438,000 for the three months and nine months ended September 25, 2005 and was $4,571,000 and $13,700,000 for the three months and nine months ended September 26, 2004. The remaining amortization expense for fiscal 2005 and for the five succeeding fiscal years is as follows (in thousands):

Year	Estimated Amortization Expense
2005 (remaining)	$   4,470
2006	7,601
2007	3,753
2008	3,743
2009	3,713
2010	3,035

Stock-based compensation - At September 25, 2005, 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."

The Company issued 40,000 shares of restricted Class A stock in January 2005 to its Chief Executive Officer. The shares vest at the end of four years and are subject to the attainment of defined performance criteria. At this time, the Company expects such performance criteria to be met, and is expensing the related compensation over the four-year period.

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):

	Three Months Ended		Nine Months Ended
	September 25,	September 26,	September 25,	September 26,
	2005	2004	2005	2004
Net Income:	$ 38,639	$ 39,072	$ 115,138	$ 108,096
As reported:
Add stock-based compensation
included in net income, net of taxes	73	-	252	-
Deduct stock-based compensation
under SFAS No. 123, net of taxes	(1,106)	(1,144)	(3,645)	(3,631)
Pro forma	$ 37,606	$ 37,928	$ 111,745	$ 104,465
Earnings per common share:
As reported:
Basic	$             0.83	$             0.84	$             2.47	$            2.33
Diluted	$             0.82	$             0.83	$             2.45	$            2.31
Pro forma:
Basic	$             0.81	$             0.82	$             2.40	$            2.25
Diluted	$             0.80	$             0.81	$             2.38	$            2.23

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options and purchases under the employee stock purchase plan, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005. In April 2005, the Securities and Exchange Commission delayed the adoption of SFAS 123R until the first fiscal year beginning after June 15, 2005. Under SFAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. The prospective method requires that compensation exp ense be recorded at the beginning of the first fiscal quarter of adoption of SFAS 123R for all unvested stock options and restricted stock based upon the previously disclosed SFAS 123 methodology and amounts. The retroactive methods would record compensation expense beginning with the first period restated for all unvested stock options and restricted stock. Management is evaluating the requirements of SFAS 123R and has not yet determined the method of adoption. If the Company were to expense the value of stock options for the full fiscal year of 2005, it would reduce earnings by an estimated 10 to 12 cents per share. This estimate is based upon currently available information and actual results may differ when SFAS 123R is adopted.

Deferred income taxes result from temporary differences between amounts of assets and liabilities reported for financial and income tax reporting purposes.

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 net of tax effects. There was no activity in other comprehensive income (loss) for the nine months ended September 25, 2005.

Segment reporting - The Company's primary business is the publication of newspapers. The Company aggregates its newspapers into a single segment because each has similar economic characteristics, products, customers and distribution methods.

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 three months and nine months ended September 25, 2005, were 1,048,464 and 527,952, respectively. There were no anti-dilutive stock options for the three months and nine months of fiscal 2004.

NOTE 2. EMPLOYEE BENEFITS

The Company sponsors defined benefit pension plans (retirement plans), which cover a majority of its employees. Benefits are based on years of service and compensation. Contributions to the plans are made by the Company in amounts deemed necessary to provide the required benefits. The Company made $40.0 million in voluntary contributions to its plans in early 2005 and does not currently anticipate any additional contributions in the remainder of fiscal 2005.

The Company also has a limited number of supplemental retirement plans to provide key employees with additional retirement benefits. The terms of the plans are generally the same as those of the retirement plans, except that the supplemental retirement plans are limited to key employees and benefits under them are reduced by benefits received under the retirement plans. These plans are funded on a pay-as-you-go basis and the accrued pension obligation is largely included in other long-term obligations.

The elements of pension costs are as follows (in thousands):

	Three Months Ended		Nine Months Ended
	September 25, 2005	September 26, 2004	September 25, 2005	September 26, 2004
Service cost	$ 5,160	$ 4,854	$ 15,477	$ 14,563
Interest cost	8,859	8,161	26,578	24,482
Expected return on plan assets	(12,017)	(11,842)	(36,049)	(35,526)
Prior service cost amortization	125	167	374	502
Actuarial loss	2,305	1,491	6,916	4,474
Net pension expense	$ 4,432	$ 2,831	$ 13,296	$ 8,495

The Company also provides or subsidizes certain retiree health care and life insurance benefits with two plans, one for employees of McClatchy Newspapers, Inc. and one for employees of The Star Tribune Company. The elements of post-retirement expenses are as follows (in thousands):

	Three Months Ended		Nine Months Ended
	September 25, 2005	September 26, 2004	September 25, 2005	September 26, 2004
Service cost	$ 293	$ 288	$ 877	$ 864
Interest cost	306	371	918	1,113
Prior service cost amortization	(160)	(29)	(480)	(88)
Actuarial loss	98	154	295	463
Net post-retirement expense	$ 537	$ 784	$ 1,610	$ 2,352

NOTE 3. COMMON STOCK AND STOCK PLANS

The Company's Class A and Class B Common Stock participate equally in dividends. Holders of Class B 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.

On September 25, 2005 the Company's Board of Directors authorized the repurchase of up to $200 million of the Company's Class A common stock. The shares will be repurchased at the Company's discretion, either in the open market or in privately negotiated block transactions. The decision to buy back stock will depend on prevailing market prices, availability, and market conditions, among other things. Purchases will occur from time to time and the Company has not set any time frame for completion of the program. No repurchases were made in the third quarter of 2005.

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 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). The ag reement 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.

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company owns and publishes 29 newspapers in four regions of the country - California, Minnesota, the Carolinas and the Northwest (Alaska and Washington). The Company's newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. The Company supplements its newspaper publishing with an array of niche products and direct marketing initiatives, including direct mail. The Company also operates leading local websites in each of its daily newspaper markets offering users information, comprehensive news, advertising, e-commerce and other services. The Company also owns and operates McClatchy Interactive, an interactive media operation that provides newspapers with content, publishing tools and software development.

The Company's primary source of revenue is advertising, which accounts for roughly 85% of the Company's revenue. While percentages vary from year to year, and from newspaper to newspaper, retail advertising carried as a part of newspapers ("run-of-press" or "ROP" advertising) or in advertising inserts placed in newspapers (preprint advertising), generally contributes roughly 40% of advertising revenues at the Company's newspapers. Recent trends have been for certain national or regional retailers to use greater preprint advertising and less ROP advertising, although that trend shifts from time to time. Nonetheless, ROP advertising still makes up the majority of retail advertising. Classified advertising (including online classified advertising), primarily in automotive, employment and real estate categories, generally contributes about 45% of advertising revenue and national advertising generally contributes about 10% of total advertising. Direct marketing and other advertising make up the remainder of the Company's advertising revenues. Circulation revenues contribute roughly 15% of the Company's newspaper revenues, depending upon the size and locale of the newspaper. Most newspapers are delivered by independent contractors. Circulation revenues are recorded net of direct delivery costs.

See the following Results of Operations for a discussion of the Company's revenue performance and contribution by categories for the third fiscal quarter and nine-month periods of fiscal 2005 and 2004.

Critical Accounting Policies - Update

Tax Provision -The Company's current and deferred tax provisions are calculated based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments between the Company's estimates and the actual results of filed returns are recorded when identified, which is generally in the third quarter of the subsequent year for U.S. federal and state provisions.

The amount of income taxes paid is subject to audits by federal and state authorities, which may result in proposed assessments. The Company's estimate for the potential outcome for any uncertain tax issue is highly judgmental. Management believes that the Company has adequately provided for any reasonably foreseeable outcome related to these matters based upon currently available information. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, earnings or deductions estimated to be in each jurisdiction by the Company may differ from actual amounts. As a result of these potential adjustments, the Company's effective tax rate may fluctuate significantly on a quarterly basis.

On July 14, 2005, the Financial Accounting Standards Board (FASB) issued a Proposed Interpretation, "Accounting for Uncertain Tax Positions," an interpretation of FASB No. 109. The effective date of the proposed interpretation has not been determined. The proposed interpretation would require that a tax position meet a "probable recognition threshold" for the benefit of the uncertain tax position to be recognized in the financial statements, and assumes the uncertain tax position will be examined by taxing authorities. The proposed interpretation could also affect the classification of deferred tax liabilities versus taxes payable, the classification of current versus long-term liabilities and the accounting for a change in tax reserves in interim period reporting. The Company has not determined the impact of adopting this proposed interpretation on its statement of financial position.

Recent Trends and Events

Stock Repurchase Program:

On September 25, 2005 the Company's Board of Directors authorized the repurchase of up to $200 million of the Company's Class A common stock. The shares will be repurchased at the Company's discretion, either in the open market or in privately negotiated block transactions. The decision to buy back stock will depend on prevailing market prices, availability, and market conditions, among other things. Purchases will occur from time to time and the Company has not set any time frame for completion of the program. It is anticipated that the repurchases will largely be funded using the Company's excess cash flows, and commercial paper program, as needed. No repurchases were made in the third quarter of 2005.

Recent Litigation:

A lawsuit filed against the Company on June 28, 2005 by four local employment agencies in Minneapolis alleges misstatements in the Audit Bureau of Circulations (ABC) reported circulation volumes by theStar Tribune newspaper from 1999 through the present. The plaintiffs are seeking class action status. No other advertisers have filed similar complaints or, to management's knowledge, have reduced advertising as a result of this suit. Management believes the suit is without merit, and has retained outside counsel to vigorously defend against the suit.

The Company has completed an extensive investigation ofStar Tribune newspaper circulation in response to the lawsuit. The investigation was led by Seyfarth Shaw, a law firm with a national reputation in dealing with newspaper circulation matters. The investigative team included several of the outside attorneys, and, working under their direction, two McClatchy executives from other newspapers with extensive circulation backgrounds, plus three internal auditors. The Company believes that there is no need for theStar Tribunenewspaper to restate any numbers it has submitted to the Audit Bureau of Circulations.

Operating Expenses:

Newsprint prices have been trending higher since 2002. The Company incurred two newsprint price increases in 2004, resulting in an average increase of 9.5% in newsprint prices in fiscal 2004 compared to fiscal 2003. Additional price increases were implemented in the second and third quarters of 2005 and another has been announced for the fourth quarter of 2005. However, the ultimate amount and timing of any price increase is uncertain at this time. Through the first nine months of fiscal 2005, newsprint prices were 9.6% higher than during the first nine months of fiscal 2004. Newsprint pricing is dependent on global demand and supply for newsprint. All other things being equal, a hypothetical $10 per metric ton change in newsprint prices affects earnings per share by three cents annually. The impact of newsprint price increases on the Company's expenses is discussed under "Results of Operations" below.

The Company's fringe benefit costs increased 9.3% over the first nine months of fiscal 2004 due primarily to higher retirement and medical costs, and are expected to increase in the high single-digit percent range in 2005. With regard to the Company's retirement expenses, historically low long-term interest rates caused the Company to use a 6.0% discount rate to calculate its pension and post-retirement expenses in fiscal 2005 compared to a 6.25% rate used in fiscal 2004. In addition, due to a lower investment return environment, the Company reduced its assumed return on assets to 8.5% in 2005 from 9.0% in 2004. These factors have increased the Company's pension and post-retirement expense by 37.4% in fiscal 2005 compared to 2004. The Company contributed $40.0 million to its pension plans in early fiscal 2005, and expects this contribution to partially offset these increases.

Recent Accounting Pronouncements:

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payments" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options and purchases under the employee stock purchase plan, to be recognized in the financial statements based on their fair values, beginning with the first interim or annual period after June 15, 2005. In April 2005, the Securities and Exchange Commission delayed the adoption of SFAS 123R until the first fiscal year beginning after June 15, 2005. Under SFAS 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. The prospective method requires that compensation expense be recorded at the beginning of t he first quarter of adoption of SFAS 123R for all unvested stock options and restricted stock based upon the previously disclosed SFAS 123 methodology and amounts. The retroactive methods would record compensation expense beginning with the first period restated for all unvested stock options and restricted stock. Management is evaluating the requirements of SFAS 123R and has not yet determined the method of adoption. If the Company were to expense the value of stock options for the full fiscal year 2005, it would reduce earnings by an estimated 10 to 12 cents per share. This estimate is based upon currently available information and actual results may differ when SFAS 123R is adopted.

RESULTS OF OPERATIONS

Third Fiscal Quarter of 2005 Compared to Third Fiscal Quarter of 2004

The Company reported net income of $38.6 million or $0.82 per share for the third fiscal quarter of 2005 compared to $39.1 million or $0.83 per share in the third fiscal quarter of 2004.

Revenues:

Revenues in the third fiscal quarter of 2005 were $292.6 million, up 2.1% from revenues in the third fiscal quarter of 2004. Advertising revenues were up 3.2% to $247.4 million and circulation revenue was down 3.8% to $40.0 million.

The following table summarizes the Company's revenue by category for the third fiscal quarter of 2005 compared to the third fiscal quarter of 2004 (dollars in thousands):

			Fiscal Quarter Ended
			September 25,	September 26,	%
			2005	2004	Change
Advertising Revenues:
	Retail		$ 97,998	$ 98,927	(0.9)%
	National		23,370	23,156	0.9 %
	Classified:
		Automotive	28,129	31,624	(11.1)%
		Employment	39,659	34,463	15.1 %
		Real estate	33,042	27,399	20.6 %
		Other	10,144	10,502	(3.4)%
		Total classified	110,974	103,988	6.7 %
	Direct marketing and other		15,072	13,591	10.9 %
	Total advertising		247,414	239,662	3.2 %
Circulation			40,010	41,611	(3.8)%
Other			5,193	5,399	(3.8)%
Total Revenues			$ 292,617	$ 286,672	2.1 %

Beginning in the first fiscal quarter 2005, advertising revenues were reported on a combined basis, including both print and online. This change has no impact on total advertising revenue as online advertising has always been included in total advertising revenues. This change allows for easier comparisons of results in individual categories against other peer groups in the newspaper industry. As a result, certain amounts in 2004 above have been reclassified to be consistent with the 2005 presentation.

While the Company reviews and evaluates the operations of each individual newspaper, for purposes of organization and ease of understanding, the following table summarizes the third fiscal quarter of 2005 revenues at its newspapers' operations by region with quarter-over-quarter changes (in thousands):

	California		Minnesota		Carolinas		Northwest
		%		%		%		%
	Revenues	Change	Revenues	Change	Revenues	Change	Revenues	Change
Revenues
Advertising	$    98,862	6.7 %	$ 75,337	1.0 %	$ 38,952	0.6 %	$34,263	1.7 %
Circulation	12,190	(4.3)%	15,977	(4.0)%	5,728	(5.0)%	6,115	(1.4)%
Other	1,392	2.4 %	1,082	7.3 %	1,163	(12.4)%	1,260	(14.1)%
Total	$  112,444	5.3 %	$ 92,396	0.2 %	$ 45,843	(0.5)%	$41,638	0.7 %

Retail advertising declined 0.9% over the third fiscal quarter 2004. Of this decline, $844,000 reflects a reclassification of ROP advertising to classified advertising in a zoned edition ofThe Fresno Bee, and excluding this reclassification, retail advertising was down 0.1% or $85,000. Full-run ROP advertising was down $2.0 million or 3.4%, but would have been down only $l.1 million excluding the reclassification. This decline was mostly offset by a $1.1 million gain in preprint advertising. Most regions had declines in full-run ROP advertising with the exception of the Northwest region, which experienced 0.9% growth. The increase in preprint advertising was due to the 5.8% gain at theStar Tribune and the 8.2% gain in the Northwest region.

National advertising increased $214,000 or 0.9% over the third fiscal quarter 2004 due to gains totaling $1.2 million in the automotive and food and drug categories. These gains were partially offset by declines in the entertainment and airline/transportation categories.

Classified advertising increased $7.0 million over the third fiscal quarter 2004, but would have been up $6.1 million excluding the reclassification discussed above. Much of the increase came from employment and real estate advertising growth. Online advertising contributed $4.0 million of the growth in classified advertising, with $2.4 million in the online employment category. In total, employment advertising increased $5.2 million and was up in all regions. Real estate advertising was up $5.6 million with gains in all regions except the Carolinas, which showed a 1.3% decline in the category. Automotive advertising declined $3.5 million over the third fiscal quarter 2004 and was down in all regions except California, which showed a 2.0% increase in this category. The general decline in automotive advertising is a continuation of an industry-wide trend that began in 2004.

Online advertising, which is included in the advertising categories discussed above, totaled $15.0 million in the third quarter of 2005, an increase of $4.3 million, or 39.8% over the third fiscal quarter of 2004. This increase was primarily in online classified advertising as discussed above.

Direct marketing revenue increased $1.3 million from the third quarter 2004, with gains totaling $2.1 million in the California and Carolinas regions. These gains were offset by declines totaling $777,000 primarily at theStar Tribune. TheStar Tribune reorganized its direct marketing operations and eliminated certain unprofitable products in mid 2004, causing direct marketing revenues to decline $774,000 or 20.3%.

Consolidated circulation revenues declined $1.6 million from the third fiscal quarter of 2004, primarily reflecting lower circulation volumes, increased compensation to carriers to offset higher gasoline costs and changes in the sales mix between single copy and home-delivered newspapers.

Operating Expenses:

Operating expenses increased 3.4% over the third fiscal quarter 2004, primarily reflecting higher compensation related costs and litigation costs related to theStar Tribune lawsuit (see Recent Trends and Events above). Compensation costs were up 4.4% with salaries up 2.1%, reflecting merit increases and a 0.5% reduction in head count, and fringe benefits up 13.9%, reflecting higher medical and retirement costs. Newsprint and supplement expense was up nominally with newsprint expense up 0.3% and supplement expense down 1.5%. Newsprint prices were up 10.1% but were mostly offset by an 8.9% decline in consumption. Other operating costs were up 5.3% largely due to legal costs as discussed above, postage expense attributable to the expansion of direct mail programs and higher circulation promotional expense. Depreciation and amortization expense decreased 2.2%, largely reflecting lower capital expenditures over the last several years and the expiration of useful lives of certain intangible ass ets.

Non-Operating (Expenses) Income - Net

Interest expense was $1.8 million for the third fiscal quarter of 2005, up 21.7% from the third fiscal quarter of 2004. The increase in interest expense is due primarily to higher short-term interest rates that affect borrowing costs under the Company's commercial paper program.

The Company recorded $290,000 as its share of Ponderay's income for the third fiscal quarter of 2005 compared to $230,000 of income in the third fiscal quarter of 2004.

Income Taxes:

The Company's effective income tax rate was 38.4% for the third fiscal quarter of 2005 compared to 39.2% in the third fiscal quarter of 2004. The lower effective tax rate in 2005 reflects the reconciliation of the income tax provision to the 2004 federal tax return, which was filed in September 2005.

First Nine Months of Fiscal 2005 Compared to First Nine Months of Fiscal 2004

The Company reported net income of $115.1 million or $2.45 per share for the first nine months of fiscal 2005. Revenues and expenses in the nine-month period were generally affected by the trends discussed in the quarterly comparison above, with exceptions noted below.

Revenues:

Revenues in the first nine months of fiscal 2005 were $876.3 million, up 2.5% from revenues in the first nine months of fiscal 2004. Advertising revenues were up 3.4% to $736.9 million and circulation revenues were down 2.1% to $122.5 million.

The following table summarizes the Company's revenues by category for the first nine months of fiscal 2005 compared to the first nine months of fiscal 2004 (dollars in thousands):

					Year to date
					September 25,	September 26,	%
					2005	2004	Change
Advertising Revenues:
	Retail				$ 297,477	$ 294,878	0.9 %
	National				72,036	73,435	(1.9)%
	Classified:
				Automotive	87,222	94,855	(8.0)%
				Employment	114,564	100,169	14.4 %
				Real estate	91,420	78,163	17.0 %
				Other	30,865	31,112	(0.8)%
				Total classified	324,071	304,299	6.5 %
		Direct marketing and other			43,278	39,748	8.9 %
			Total advertising		736,862	712,360	3.4 %
Circulation					122,451	125,121	(2.1)%
Other					16,987	17,744	(4.3)%
Total Revenues					$ 876,300	$ 855,225	2.5 %

Beginning in the first fiscal quarter 2005, advertising revenues were reported on a combined basis, including both print and online. This change has no impact on total advertising revenue, as online advertising has always been included in total advertising revenues. This change allows for easier comparisons of results in individual categories against other peer groups in the newspaper industry. As a result, certain amounts in 2004 above have been reclassified to be consistent with the 2005 presentation.

While the Company reviews and evaluates the operations of each individual newspaper, for purposes of organization and ease of understanding, the following table summarizes revenues for the first nine months of fiscal 2005 at its newspapers' operations by region with year-over-year changes (in thousands):

	California		Minnesota		Carolinas		Northwest
		%		%		%		%
	Revenues	Change	Revenues	Change	Revenues	Change	Revenues	Change
Revenues
Advertising	$ 288,210	5.6 %	$ 226,619	0.3 %	$ 118,680	3.9 %	$ 103,353	4.2 %
Circulation	37,473	(2.5)%	48,927	(1.5)%	17,672	(3.7)%	18,379	(1.5)%
Other	4,109	(9.9)%	3,574	14.1 %	3,895	(16.8)%	4,547	(2.9)%
Total	$ 329,792	4.4 %	$ 279,120	0.1 %	$ 140,247	2.2 %	$ 126,279	3.0 %

Retail advertising grew $2.6 million over the first nine months of fiscal 2004 due to growth in preprint advertising, which was up $6.3 million or 5.4%. All regions had gains in preprint advertising. Full-run ROP advertising declined $3.7 million or 2.1% over the first nine months of fiscal 2004. Declines in ROP advertising at theStar Tribune and California region were offset by gains in the Northwest and Carolinas regions.

National advertising decreased $1.4 million over the first nine months of fiscal 2004 due to declines in the airline/transportation, telecommunications and entertainment categories totaling $5.2 million. These declines were partially offset by gains totaling $2.8 million in the food and drug, banking and automotive categories.

Classified advertising increased $19.8 million over the first nine months of fiscal 2004. Employment and real estate advertising was up in all regions. Employment advertising was up $14.4 million and real estate advertising was up $13.3 million over the first nine months of fiscal 2004. These gains were partially offset by a $7.6 million decline in automotive advertising, which was down in all regions except California.

Online advertising, which is included in the advertising categories discussed above, totaled $41.7 million, an increase of $11.6 million, or 38.7% over the first nine months of fiscal 2004. This increase was primarily in classified advertising as discussed above.

Direct marketing revenues increased $3.3 million from the first nine months of fiscal 2004. Direct marketing revenues increased in all regions except for theStar Tribune. Direct marketing revenues at theStar Tribune declined $2.6 million for the first nine months of fiscal 2005 for reasons discussed previously.

Consolidated circulation revenues declined $2.7 million from the first nine months of fiscal 2004 primarily reflecting the items discussed in the quarterly comparisons above.

Operating expenses increased 2.4% over the first nine months of fiscal 2004 and generally reflect the same factors discussed in the third quarter review above. Compensation costs were up 3.0%, primarily reflecting salary increases and higher fringe benefit costs. Fringe benefit costs were up 9.3% largely due to higher medical and retirement costs. Newsprint and supplement expense was up 2.2% with newsprint prices up 9.6% and newsprint consumption down 5.9%. Supplement costs were down 3.6%. Other operating expenses increased 2.3% largely due to legal costs, postage expense attributable to the expansion of direct mail programs and higher circulation promotional expense. Depreciation and amortization expense decreased 1.3%, largely reflecting lower capital expenditures over the last several years and the expiration of useful lives of certain intangible assets.

Non-Operating (Expenses) Income - Net:

Interest expense was $5.9 million for the first nine months of fiscal 2005, down 21.1% from the first nine months of fiscal 2004. The effect of lower interest rates in the commercial paper program, which was implemented in the second quarter of 2004, as compared to the Company's previous bank debt facility, coupled with debt repayment, generally offset the impact of rising short-term interest rates through the first nine months of fiscal 2005.

The Company recorded $431,000 as its share of Ponderay's income for the first nine months of fiscal 2005 compared to $542,000 of income in the first nine months of fiscal 2004. Despite higher newsprint prices, Ponderay's profitability in the first half was negatively impacted by high operating costs.

Income Taxes:

The Company's effective income tax was 39.3% for the first nine months of fiscal 2005 compared to 39.6% for the first nine months of fiscal 2004, and is somewhat lower due to a new federal tax deduction implemented in 2005.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Liquidity and Capital Resources:

The Company's cash and cash equivalents were $3.4 million at September 25, 2005. The Company generated $133.5 million of cash from operating activities for the first nine months of fiscal 2005 even after the voluntary contribution of $40.0 million to its pension plans (discussed below). The major investing and financing uses of cash for the first nine months of fiscal 2005 were to purchase property, plant and equipment, repay debt, pay dividends and to make an additional investment in an internet company. The Company paid $22.9 million in dividends for the first nine months of fiscal 2005, while proceeds from issuing Class A stock under employee stock plans totaled $8.3 million. See the Company's Statement of Cash Flows on page 4.

During the first nine months of fiscal 2005, the Company made a voluntary contribution of $40.0 million to its defined benefit pension plans to help reduce pension expense with the earnings on the contributions. Given the anticipated increase in its pension obligations in 2005 resulting from pension expense and low interest rates, management considered the $40.0 million contribution to be prudent. The Company may be required to, or may voluntarily opt to, make additional contributions to its pension plans in future years.

The Company expended a total of $32.8 million in the first nine months of fiscal 2005 for capital projects and equipment to improve productivity, keep pace with new technology and maintain existing operations. Total capital expenditures are estimated to be $56 million to $58 million at existing facilities in fiscal 2005. The Company has purchase obligations through 2010 totaling $56.3 million primarily for capital expenditures.

On September 25, 2005 the Company's Board of Directors authorized the repurchase of up to $200 million of the Company's Class A common stock. The shares will be repurchased at the Company's discretion, either in the open market or in privately negotiated block transactions. The decision to buy back stock will depend on prevailing market prices, availability, and market conditions, among other things. Purchases will occur from time to time and the Company has not set any time frame for completion of the program. It is anticipated that the repurchases will largely be funded using the Company's excess cash flows, and commercial paper program, as needed. No repurchases were made in the third quarter of 2005.

Debt and Related Matters:

On May 10, 2004 the Company entered into a five-year, senior unsecured revolving credit facility (Credit Agreement), which provides borrowings of up to $500 million from a syndicate of banks through May 11, 2009. The primary purpose of the Credit Agreement is to support the issuance of unsecured promissory notes under a commercial paper program (commercial paper) of up to $500 million and for general corporate purposes.

Debt under the Credit Agreement bears interest at the London Interbank Offered Rate (LIBOR) plus a spread ranging from 29.5 basis points to 77.5 basis points plus a utilization fee of 12.5 basis points if borrowings exceed $250 million. Applicable rates are based upon the Company's ratings on its long-term debt from Moody's and Standard & Poor's. A facility fee for the revolving credit ranges from 8.0 basis points to 22.5 basis points depending on the Company's ratings, and such fees are currently at 12.5 basis points. No debt was outstanding under the Credit Agreement at September 25, 2005.

The revolving credit facility contains financial covenants including a minimum interest coverage ratio (as defined) of 3:1 and a maximum leverage ratio (as defined) of 4:1.

The Company's commercial paper outstanding at September 25, 2005 had maturities ranging from overnight to 18 days, with interest rates ranging from 3.79% to 3.81%. The weighted average interest rate on commercial paper outstanding for the first nine months of fiscal 2005 was 2.54%. Because the Company's Credit Agreement provides backup for its commercial paper, and in accordance with the Company's ability and intent, the commercial paper is classified as long-term debt.

The Company intends to use the $500 million of borrowing capacity under the commercial paper program and its back-up Credit Agreement, along with its operating cash flow, to meet its short and long-term liquidity needs. The amount of outstanding commercial paper will fluctuate at any given point in time depending on the current liquidity needs of the Company and cash generated from operations. The Company considers these fluctuations in its outstanding borrowings to be in the normal course of business and to be not material to its financial position, given its borrowing capacity of $500 million under the commercial paper program as supported by the Credit Agreement. The Company may use its commercial paper program and/or revolving credit facility for strategic investments or acquisitions in the future.

The Company currently has outstanding letters of credit totaling $7.7 million securing estimated obligations stemming from workers' compensation claims and other contingent claims. The Company had $302.9 million of available credit under its current Credit Agreement at

September 25, 2005.

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.

Contractual Obligations:

As of September 25, 2005, the Company was a guarantor of $8.0 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 debt is secured by the assets of Ponderay and matures on April 12, 2006. Ponderay has informed the Company that it anticipates refinancing its debt on a stand-alone basis in the fourth quarter of 2005, removing the Company's guarantee of the related debt.

The Company has purchase obligations primarily related to capital expenditures for property, plant and equipment expiring at various dates through 2010, totaling approximately $56.3 million.

Significant changes in the Company's contractual obligations since year-end 2004 include the payment of pension obligations for its qualified plans through the voluntary $40.0 million contribution and payments on purchase obligations throughout the year. Pension obligations for non-qualified plans were $24.7 million as of September 25, 2005, while the qualified plans have a $178.5 million prepaid balance in prepaid pension assets as of September 25, 2005.

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 litigation, advertising revenues, return on pension plan assets and assumed salary increases, newsprint costs, amortization expense, stock option expenses, prepayment of debt, capital expenditures, sufficiency of capital resources and possible acquisitions. Such statements are subject to risks, trends 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 all of 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 the 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 McClatchy, 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; impact of any litigation or any potential litigation; geo-political uncertainties including the risk of war; changes in newsprint prices and/or printing and distribution costs from anticipated levels; changes in interest rates; changes in pension assets and liabilities; increased competition from newspapers or 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; changes in our ability to negotiate and obtain favorable terms under collective bargaining arrangements with our emp loyees; competitive action by other companies; difficulties in servicing our debt obligations; other occurrences leading to decreased circulation and diminished revenues from both retail 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 14.4% of McClatchy's operating expenses for the first nine months of fiscal 2005. 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 our newsprint suppliers experience labor unrest, transportation difficulties or other supply disruptions, our ability to produce and deliver newspapers could be impaired and/or the cost of the newsprint could increase, both of which would negatively affect our operating results.

If McClatchy experiences labor unrest, our ability to produce and deliver newspapers could 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 September 25, 2005, approximately a quarter of our full- and part-time employees were represented by unions including 59% at theStar Tribune and 23% atThe Sacramento Bee, the Company's two largest newspapers. Most of the Company's union-represented employees are currently working under labor agreements, which expire at various times. McClatchy 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 our newspaper operations.

Item 3 -QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All things being equal, a hypothetical 25 basis point change in LIBOR for a fiscal year would increase or decrease the Company's annual results of operations by $200,000 to $300,000, less than one cent per share.

See the discussion at "Recent Trends and Events - Operating Expenses" for the impact of market changes on the Company's newsprint and pension costs.

Item 4 -CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a - 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company's management, including the CEO and CFO, concluded at that time that the Company's disclosure controls and procedures were effective to ensure that information the Company is required to disclose in reports it files or submits, under the Securities Exchange Act of 1934, is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchang e Commission rules and forms.

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. On June 28, 2005, a lawsuit was filed against The McClatchy Company and its subsidiary, The Star Tribune Company, in the United States District Court, District of Minnesota. The lawsuit alleges misstatements in the Audit Bureau of Circulations (ABC) reported circulation volumes by theStar Tribune newspaper from 1999 through the present. The plaintiffs, Masterson Personnel, Inc.; Alternative Staffing, Inc.; Vision Staffing Solutions, Inc.; and Purchasing Professionals, Inc., are seeking class action status. The plaintiffs are seeking disgorgement of profits or restitution (with interest) of alleged overpayments for advertising, injunctive relief, attorneys' fees, costs and disbursements, plus an unspecified amount of damages. Management believes the suit is without merit and intends to vigorously defend it.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds - On September 25, 2005 the Company's Board of Directors authorized the repurchase of up to $200 million of its Class A common stock. The shares will be repurchased at the Company's discretion, either in the open market or in privately negotiated block transactions. The decision to buy back stock will depend on prevailing market prices, availability, and market conditions, among other things. Purchases will occur from time to time and the Company has not set any time frame for completion of the program. No repurchases were made in the third quarter of 2005.
Item 3.	Defaults Upon Senior Securities - None
Item 4.	Submission of Matters to a Vote of Security Holders - None
Item 5.	Other Information - None
Item 6.	Exhibits filed as a part of this Report as listed in the Index of Exhibits, on page 27 hereof.

SIGNATURES

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.

	The McClatchy Company
	Registrant
October 28, 2005	/s/ Gary B. Pruitt
Date	Gary B. Pruitt Chief Executive Officer
October 28, 2005	/s/ Patrick J. Talamantes
Date	Patrick J. Talamantes Chief Financial Officer

INDEX OF EXHIBITS

Exhibit	Description
3.1*	The Company's Restated Certificate of Incorporation dated March 18, 1998, included as Exhibit 3.1 in the Company's 1997 Form 10-K.
3.2*	The Company's By-laws as amended as of July 1, 2005, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K on May 23, 2005.
4.1*	Form of Physical Note for Commercial Paper Program included as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 2004.
10.1*	Ponderay Newsprint Company Partnership Agreement dated as of September 12, 1985 between Lake Superior Forest Products, Inc., Central Newsprint Company, Inc., Bradley Paper Company, Copley Northwest, Inc., Puller Paper Company, Newsprint Ventures, Inc., Wingate Paper Company, Tribune Newsprint Company and Nimitz Paper Company included in Exhibit 10.10 to McClatchy Newspapers, Inc. Registration Statement No. 33-17270 on Form S-1.
10.2*	Credit Agreement dated May 10, 2004 by and among the Company, lenders party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, JPMorgan Chase Bank as Syndication Agent and Banc of America Securities LLC and J.P. Morgan Securities Inc. as Joint Lead Arrangers and Joint Book Managers, included as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 2004.
**10.3*	Executive Performance Plan included in Exhibit 10.13 to McClatchy Newspapers, Inc. 1989 Report on Form 10-K.
**10.4*	The McClatchy Company Management by Objective Plan Description included as Exhibit 10.4 in the Company's Report filed on Form 10-K for the Year ending December 31, 2000.
**10.5*	The Company's Amended and Restated Long-Term Incentive Plan included as Exhibit 99.1 to the Company's Report on Form 8-K filed May 23, 2005.
**10.6*	Amended and Restated Supplemental Executive Retirement Plan included as Exhibit 10.4 to the Company's 2001 Form 10-K.
**10.7*	The Company's Amended and Restated 1990 Directors' Stock Option Plan dated February 1, 1998 included as Exhibit 10.12 to the Company's 1997 Form 10-K.
**10.8*	Amended and Restated 1994 Stock Option Plan included as Exhibit 10.15 to the Company's Report on Form 10-Q filed for the Quarter Ending on July 1, 2001.
**10.9*	Amended and Restated 1997 Stock Option Plan included as Exhibit 10.7 to the Company's 2002 Report on Form 10-K.
**10.10*	The Company's Amended and Restated 2001 Director Stock Option Plan, included as Exhibit 10.13 to the Company's 2004 Report on Form 10-K.
**10.11*	The Company's 2004 Stock Incentive Plan included as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 2004.
**10.12*	Form of the Company's Director Option Agreement included as Exhibit 99.2 to the Company's Current Report on Form 8-K filed December 16, 2004.
**10.13*	Form of 2004 Stock Incentive Plan Nonqualified Stock Option Agreement included as Exhibit 99.1 to the Company's Current Report on Form 8-K filed December 16, 2004.

Exhibit	Description
**10.14*	Form of Restricted Stock Agreement related to the Company's 2004 Stock Incentive Plan, included as Exhibit 99.1 to the Company's Current Report on Form 8-K filed January 28, 2005.
**10.15*	The Company's Amended and Restated Chief Executive Bonus Plan included as Exhibit 10.12 to the Company's Report on Form 10-Q for the Quarter Ending June 29, 2003.
**10.16*	Amended and Restated Employment Agreement between the Company and Gary B. Pruitt dated October 22, 2003 included as Exhibit 10.10 to the Company's 2003 Form 10-K.
10.17*	Form of Indemnification Agreement between the Company and each of its officers and directors, included as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on May 23, 2005.
31.1	Certification of the Chief Executive Officer of The McClatchy Company pursuant to Rule 13a-14(a) under the Exchange Act.
31.2	Certification of the Chief Financial Officer of The McClatchy Company pursuant to Rule 13a-14(a) under the Exchange Act.
32.1	Certification of the Chief Executive Officer of The McClatchy Company pursuant to 18 U.S.C. Section 1350.
32.2	Certification of the Chief Financial Officer of The McClatchy Company pursuant to 18 U.S.C. Section 1350.

*	Incorporated by reference
**	Compensation plans or arrangements for the Company's executive officers and directors