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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 29, 2002

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)

Registrant’s telephone number, including area code: 916-321-1846

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.         ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).         x Yes        ¨ No

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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Based on the closing price of the Company’s Class A Common Stock on the New York Stock Exchange on June 30, 2002: approximately $1,308,630,000. For purposes of the foregoing calculation only, as required by Form 10-K, the Registrant has included in the shares owned by affiliates the beneficial ownership of Common Stock of officers and directors of the Registrant and members of their families, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Shares outstanding as of February 25, 2003:

Class A Common Stock         19,487,346 Shares                    

Class B Common Stock         26,544,147 Shares                    

DOCUMENTS INCORPORATED BY REFERENCE

Definitive Proxy Statement for the Company’s May 14, 2003 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (incorporated in Part III to the extent provided in Items 10, 11, 12 and 13 hereof).

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INDEX TO THE McCLATCHY COMPANY

2002 FORM 10-K

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PART I

ITEM 1.    BUSINESS

Available Information

The Company maintains a website which includes an investor relations page available to all interested parties at www.mcclatchy.com. All filings with the United States Securities and Exchange Commission, along with any amendments thereto, are available free of charge on our website at www.mcclatchy.com/investor/. In addition, paper copies of any such filings are available free of charge by contacting us at the address listed on the cover page of this filing. The contents of this website are not incorporated into this filing. Further, our reference to the URL for this website is intended to be an inactive textual reference only.

Overview

All references to the “Company” herein include McClatchy Newspapers, Inc., the predecessor in interest in which the Company was formed as a holding company owning McClatchy Newspapers, Inc. and Cowles Media Company.

The Company dates to the California Gold Rush era of 1857. The three California newspapers—The Sacramento Bee, The Fresno Bee and The Modesto Bee—were the core of the Company for more than a century. The Company began to diversify geographically outside of California in 1979 when it purchased two newspapers in the Northwest, the Anchorage Daily News and the Tri-City Herald in Southeastern Washington. In 1986, the Company purchased The (Tacoma) News Tribune. In the early and mid 1990s the Company expanded into the Carolinas when it purchased newspapers in South Carolina and The News and Observer Publishing Company in North Carolina, and into the Midwest with the 1998 acquisition of The Star Tribune Company.

The Company owns and publishes 22 newspapers in four regions of the country—Minnesota, California, the Carolinas and the Northwest (Alaska and Washington). These newspapers range from large dailies serving metropolitan areas to non-daily newspapers serving small communities. For the calendar year 2002, the Company had an average paid daily circulation of 1,392,745, Sunday circulation of 1,857,534 and non-daily circulation of 62,632.

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 users information, comprehensive news, advertising, e-commerce and other services.

Each of the Company’s newspapers is largely autonomous in its business and editorial operations so as to meet most effectively the needs of the communities it serves. Publishers and editors of the newspapers make the day-to-day decisions and within limits are responsible for their own budgeting and planning. Policies on such matters as the amount and type of capital expenditures, key personnel changes, and strategic planning and operating budgets, including wage and pricing matters, are approved or established by the Company’s senior management and/or Board of Directors.

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Each of the Company’s 11 daily newspapers has the largest circulation of any newspaper servicing its particular community. The Company believes that this circulation advantage is of primary importance in attracting advertising, the principal source of revenues for the Company. Advertising revenues approximated 81% of consolidated net revenues in fiscal 2002 and fiscal 2001. Circulation revenues approximated 15% of consolidated net revenues in fiscal 2002 and 16% of consolidated net revenues in fiscal 2001.

The Company’s newspaper business is somewhat seasonal, with peak revenues and profits generally occurring in the second and fourth quarters of each year as a result of increased advertising activity during the Easter holiday and spring advertising season, and the Thanksgiving and Christmas periods. The first quarter is historically the weakest quarter for revenues and profits.

Other businesses owned by the Company include Nando Media, the Company’s national online publishing operation, and The Newspaper Network (TNN), a national sales and marketing company. In addition, the Company is a partner (13.5% interest) in Ponderay Newsprint Company, a general partnership that owns and operates a newsprint mill in Washington State.

When used in this Report, the words “believes,” “expects,” “anticipates,” “estimates,” and similar expressions are generally intended to identify forward looking statements. Such statements are subject to certain risks and uncertainties, including those discussed under the heading “Forward Looking Information” in Part II, Item 7 that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

Star Tribune

The Star Tribune, a morning newspaper serving Minneapolis-St. Paul and the surrounding metropolitan area, is the Company’s largest newspaper, contributing 33.2% of fiscal 2002 revenues compared to 33.9% of fiscal 2001 revenues. The Star Tribune’s daily average paid circulation in fiscal year 2002 increased 0.6% to 377,999 and Sunday average paid circulation increased 0.8% to 675,036 in fiscal year 2002. As of December 29, 2002, approximately 76% of the daily and 74% of Sunday circulation was home delivered. The Star Tribune competes in the eastern portion of its market with the Pioneer Press, which operates in St. Paul, Minnesota and whose circulation, according to the Audit Bureau of Circulations September 29, 2002 Publisher’s Statement, is 189,994 daily and 251,956 Sunday.

The Star Tribune’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The Star Tribune’s fiscal 2002 net revenues decreased 1.9% to $359,100,000 from fiscal 2001.

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California Newspapers

The California newspapers include the three “Bee” newspapers along with the Clovis Independent, a weekly newspaper that circulates in Clovis, California, a community east of Fresno, and two Spanish-language, non-daily newspapers. The net revenues and circulation of these newspapers are summarized below:

The California newspapers produced approximately 34.3% of total Company net revenues in fiscal 2002, compared to 33.6% in fiscal 2001. Fiscal 2002 net revenues at the California newspapers increased 2.2% from fiscal 2001.

The Sacramento Bee

The Sacramento Bee is a morning newspaper serving the California state capital and the surrounding region. In fiscal year 2002, The Sacramento Bee’s average paid circulation increased 0.1% daily and was down 0.7% Sunday. As of December 29, 2002, approximately 84% of the daily, and 79% of the Sunday circulation was home delivered.

The Sacramento Bee’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The Sacramento Bee’s fiscal 2002 net revenues increased 3.1% from fiscal 2001 revenues.

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The Fresno Bee

The Fresno Bee is a morning newspaper serving the Fresno, California metropolitan area. In 2002, The Fresno Bee’s fiscal year 2002 average paid circulation increased 0.5% daily and increased 0.7% Sunday. As of December 29, 2002, approximately 90% of The Fresno Bee’s daily and 88% of the Sunday circulation was home delivered.

The Fresno Bee’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The Fresno Bee’s fiscal 2002 net revenues increased 0.5% from 2001.

The Modesto Bee

The Modesto Bee is a morning newspaper that serves the Modesto, California metropolitan area, located between Sacramento and Fresno. The Modesto Bee’s fiscal year 2002 average paid circulation increased 0.2% daily and 0.8% Sunday. As of December 29, 2002, approximately 83% of the daily and 82% of the Sunday circulation was home delivered.

The Modesto Bee’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001, are set forth in the following table:

The Modesto Bee’s fiscal 2002 net revenues increased 1.6% from fiscal 2001.

Carolinas Newspapers

The Carolinas newspapers include The News & Observer, the second largest newspaper in North Carolina, and three daily newspapers in South Carolina. The Company also operates eight non-daily newspapers in North and South Carolina strategically located near its daily newspapers.

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The net revenues and circulation of the Carolinas newspapers are summarized below:

The Carolinas newspapers produced 16.4% of total Company net revenues in fiscal 2002 and 2001. Net revenues of the Carolinas newspapers declined 0.2% from fiscal 2001.

The News & Observer

The News & Observer, the Company’s third largest newspaper, is a morning daily serving North Carolina’s state capital, Raleigh, and the Research Triangle, which includes Raleigh, Durham and Chapel Hill, North Carolina.

The News & Observer’s average paid circulation in fiscal year 2002 increased approximately 0.4% daily and 0.2% Sunday. As of December 29, 2002, approximately 80% of the daily and 76% of the Sunday circulation was home delivered.

The News & Observer’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The News & Observer’s fiscal 2002 net revenues decreased 1.3% from fiscal 2001.

The Herald

The Herald is a morning newspaper serving Rock Hill and surrounding communities in York County, South Carolina. Rock Hill is a community approximately 25 miles southwest of Charlotte, North Carolina. In 2002, The Herald’s fiscal year 2002 average paid circulation increased 1.5% daily and 1.4% on Sunday from fiscal year 2001.

The Herald’s main competitor is a zoned edition of the Charlotte Observer, whose circulation in The Herald’s primary circulation area is estimated to be approximately a third of The Herald’s circulation. As of

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December 29, 2002, approximately 79% of the daily and 77% of the Sunday circulation of the Herald was home delivered.

Advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The Herald’s fiscal 2002 net revenues increased 4.4% from fiscal 2001.

The Island Packet and The Beaufort Gazette

The Island Packet and The Beaufort Gazette serve Beaufort County in southeastern South Carolina. The Island Packet serves Hilton Head Island and the town of Bluffton where tourism, retirement communities and services are the economic mainstays. The Gazette serves the city of Beaufort and northern Beaufort County encompassing surrounding islands of Lady’s, St. Helena, Fripp and Parris. In 2001, the management and many business functions of the two newspapers were combined to pursue regional strategies and operational synergies.

From fiscal year 2001 to fiscal year 2002, the average paid circulation increased 5.6% daily and Sunday at The Island Packet, and increased 0.7% daily and 2.6% Sunday at The Gazette.

As of December 29, 2002, approximately 66% of the daily and Sunday circulation of The Packet was home delivered. Comparable amounts for The Gazette were 59% daily and 63% Sunday.

Advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The Packet’s fiscal year 2002 net revenues increased 2.0% over fiscal 2001, and The Gazette’s net revenues increased 7.1%.

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Carolinas Non-daily Newspapers

The South Carolina non-daily newspapers include the Clover Herald, the Yorkville Enquirer, the Lake Wylie Magazine and the Fort Mill Times, and serve small communities in Chester and York counties. Their combined paid non-daily circulation is 8,611.

The North Carolina non-dailies are newspapers that serve communities generally surrounding Raleigh. They are: Chapel Hill News, Cary News, Eastern Wake News, and Smithfield Herald. Their combined paid non-daily circulation is 34,191.

Northwest Newspapers

The Company publishes five newspapers in Washington State and the largest daily newspaper in Alaska. The net revenues and circulation of these newspapers are summarized below:

The Company’s Northwest newspapers produced 14.9% of the Company’s total net revenues in fiscal 2002 and 2001. Net revenues in fiscal 2002 at the Northwest newspapers increased 0.4% versus fiscal 2001.

The News Tribune

The News Tribune, a morning newspaper, primarily serves the Tacoma, Washington, metropolitan area in Pierce and South King Counties. It is the third largest newspaper in Washington State. Tacoma is approximately 30 miles south of Seattle. The News Tribune competes in the northernmost fringes of its market with the major Seattle daily newspapers. In fiscal year 2002, the average paid circulation of The News Tribune increased 0.1% daily and 0.2% Sunday. As of December 29, 2002, approximately 83% of the daily and Sunday circulation was home delivered.

The News Tribune’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

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The News Tribune’s fiscal 2002 net revenues decreased 3.6% from fiscal 2001.

Anchorage Daily News

The Anchorage Daily News, a morning newspaper, is Alaska’s largest newspaper. The Anchorage Daily News circulates throughout the state of Alaska but its primary circulation is concentrated in the south central region of the state comprising metropolitan Anchorage, the Kenai Peninsula and the Matanuska-Susitna Valley.

The Daily News’ average paid daily circulation increased 0.1% in fiscal year 2002, while Sunday circulation was flat. As of December 29, 2002, approximately 68% of the daily and 65% of the Sunday circulation was home delivered.

Advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001, are set forth in the following table:

Anchorage Daily News’ fiscal 2002 net revenues increased 3.6% from fiscal 2001.

Tri-City Herald

The Tri-City Herald is a morning newspaper serving the Tri-Cities of Richland, Kennewick and Pasco in southeastern Washington. For fiscal year 2002, the Tri-City Herald’s average paid circulation increased 0.1% daily and 0.7% Sunday. As of December 29, 2002, approximately 89% of the daily and 87% of the Sunday circulation was home delivered.

The Tri-City Herald’s advertising volumes for the fiscal years ended December 29, 2002 and December 30, 2001 are set forth in the following table:

The Tri-City Herald’s fiscal 2002 net revenues increased 5.2% from fiscal 2001.

Northwestern Non-daily Newspapers

The Company’s other non-daily newspapers include the Peninsula Gateway in South Puget Sound and The Puyallup Herald, which circulates weekly in South Pierce County, near Tacoma.

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Other Operations

The Newspaper Network, Inc. (TNN), a separate subsidiary, provides third-party placement service with state-of-the-art one-order, one-bill service for the distribution of preprinted advertising inserts and run-of-press advertising. It also offers its clients sophisticated marketing analysis to profile and target potential new customers.

The Company’s rapidly expanding Internet activities have produced robust local websites in each of its 11 daily newspaper markets. These efforts are supported by Nando Media, the Company’s interactive media operation. Nando Media serves as a technology partner to the Company and to other newspapers, providing hosting and programming.

Net revenues for all other operations in fiscal 2002, primarily TNN and Nando Media, were $13.3 million, an increase of 2.1% from fiscal 2001 and represent 1.2% of total net revenues in fiscal 2002.

Raw Materials

During fiscal 2002, the Company consumed approximately 243,900 metric tons of newsprint compared to 251,400 metric tons in fiscal 2001. The Company currently obtains its supply of newsprint from a number of suppliers under long-term contracts.

Newsprint expense accounted for 13.6% of operating expenses in fiscal 2002 compared to 15.9% in fiscal 2001. Management believes its newsprint sources of supply under existing arrangements are adequate for its anticipated current needs. Significant increases in the price of newsprint would adversely affect the operating results of the Company to the extent that it was not offset by advertising and circulation volume and/or rate increases.

The Company, through a wholly-owned subsidiary, Newsprint Ventures, Inc., and four other publishers and a major newsprint manufacturer are partners in Ponderay Newsprint Company, a general partnership, which owns and operates a newsprint mill located sixty miles northeast of Spokane, Washington. The mill became operational in late 1989 and has a production capacity in excess of 240,000 metric tons annually. The publisher partners have committed to take a total of 126,000 metric tons of this anticipated production with the balance to be sold on the open market. The Company’s annual commitment is 28,400 metric tons. See “Management’s Discussion and Analysis” and the financial statements and accompanying notes for further discussion of the impact of this investment on the Company’s business.

Competition