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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 28, 2003

 

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)

 

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

 

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

 

Title of each class


 

Name of each exchange on which registered


Class A Common Stock, par value

$.01 per share

  New York Stock Exchange

 

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

 

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 29, 2003: approximately $1,191,640,921. 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, 2004:

 

Class A Common Stock

  19,981,670 Shares

Class B Common Stock

  26,339,147 Shares

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Definitive Proxy Statement for the Company’s May 19, 2004 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (incorporated in Part II and Part III to the extent provided in Items 10, 11, 12, 13 and 14 hereof).

 



Table of Contents

INDEX TO THE McCLATCHY COMPANY

2003 FORM 10-K

 

Item No.


   Page

PART I     

1.

  

Business

   1
    

Available Information

   1
    

Overview

   1
    

Star Tribune Newspaper

   3
    

California Newspapers

   3
    

Carolina Newspapers

   5
    

Northwest Newspapers

   7
    

Other Operations

   9
    

Raw Materials

   9
    

Competition

   10
    

Employees - Labor

   10

2.

  

Properties

   10

3.

  

Legal Proceedings

   11

4.

  

Submission of Matters to a Vote of Security Holders

   11
PART II     

5.

  

Market for the Registrant’s Common Stock and Related Stockholder Matters

   12

6.

  

Selected Financial Data

   13

7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   14

7A.

  

Quantitative and Qualitative Disclosures About Market Risk

   28

8.

  

Financial Statements and Supplementary Data

   29

9.

  

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

   56

9A.

  

Controls and Procedures

   56
PART III     

10.

  

Directors and Executive Officers of the Registrant

   56

11.

  

Executive Compensation

   57

12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   57

13.

  

Certain Relationships and Related Transactions

   58

14.

  

Principal Accounting Fees and Services

   58
PART IV     

15.

  

Exhibits, Financial Statement Schedules and Reports on Form 8-K

   58


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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

 

The McClatchy Company (the “Company”) was formed in 1998 as a Delaware corporation serving as a holding company owning McClatchy Newspapers, Inc. and Cowles Media Company. All references to the “Company” in this Report include McClatchy Newspapers, Inc., the predecessor in interest to the Company prior to the acquisition of Cowles Media Company.

 

The Company dates from the California Gold Rush era of 1857. Its three original California newspapers - The Sacramento Bee, The Fresno Bee and The Modesto Bee - were the core of the Company until 1979 when the Company began to diversify geographically outside of California. At that time 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 1990 the Company expanded into the Carolinas when it purchased newspapers in South Carolina and The News and Observer Publishing Company in North Carolina in 1995, and into Minnesota with the 1998 acquisition of The Star Tribune Company.

 

During 2003, the Company owned and published 24 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 2003, the Company had an average paid daily circulation of 1,398,589, Sunday circulation of 1,864,685 and non-daily circulation of 61,077.

 

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 daily newspapers has the largest circulation of any newspaper serving 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 83% of consolidated net revenues from continuing operations in fiscal 2003 and 82% of consolidated net revenues from continuing operations in fiscal 2002. Circulation revenues approximated 15% of consolidated net revenues from continuing operations in fiscal 2003 and 16% of consolidated net revenues from continuing operations in fiscal 2002.

 

The Company’s newspapers supplement their newspaper publishing operations with an array of niche products and direct marketing initiatives, including direct mail. While the direct marketing programs are financially successful in their own right, they also help retain advertising in the newspapers. The newspapers also operate leading local websites in each daily newspaper market, offering users information, comprehensive news, advertising, e-commerce and other services. Online advertising, particularly classified advertising, has become one of the Company’s fastest growing revenue sources, albeit still a small part of each newspaper’s operations. Together with the mass reach of its newspaper advertising, these lines of business help each of the Company’s newspapers maintain its position as a leading media outlet in each daily newspaper market.

 

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 first, the Easter holiday and spring advertising season, and then, the Thanksgiving and Christmas periods. The first quarter is historically the weakest quarter for revenues and profits.

 

The Company also owns Nando Media, an interactive media operation whose primary mission is to be a technology and content partner to the Company’s newspaper Internet sites. 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.

 

Recent Divestiture and Acquisition - On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company (fiscal 2002 revenues of $11.9 million). 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 the Company’s Consolidated Statements of Income.

 

On January 7, 2004, the Company purchased the assets of the Merced Sun-Star, a daily newspaper in Merced, California and five non-daily newspapers (Merced Group) for $40.5 million in cash from Pacific-Sierra Publishing, Inc. The Merced Sun-Star had average five-day circulation of 17,400 and weekend circulation of 21,500 for fiscal year 2003, and the Merced Group had revenues in its fiscal 2003 (ending March) of $12.6 million. The results and statistical information of the Merced Group are not included in this Report.

 

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Forward-Looking Statements - 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 “Risk Factors that Could Affect Operating Results” 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 33.1% of fiscal 2003 revenues compared to 33.6% of fiscal 2002 revenues. In fiscal 2003 the Star Tribune’s daily average paid circulation increased 0.3% to 379,234 and Sunday average paid circulation increased 0.3% to 675,512. As of December 28, 2003, approximately 74% 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 28, 2003 Publisher’s Statement, is 190,392 daily and 253,058 Sunday.

 

The Star Tribune’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   1,930    1904

Preprints distributed in millions

   1,176    1,130

 

The Star Tribune’s fiscal 2003 net revenues increased 1.4% to $364,288,000 from fiscal 2002.

 

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:

 

     2003 Circulation (1)

   Net Revenues

Newspaper


   Daily/Weekly

   Sunday

   2003

   2002

The Sacramento Bee

   295,917    352,861    $ 239,828,000    $ 224,212,000

The Fresno Bee

   162,530    193,006    $ 93,856,000    $ 89,505,000

The Modesto Bee

   86,542    93,180    $ 58,513,000    $ 55,570,000

Non-daily newspapers

   6,234    N/A    $ 2,077,000    $ 1,620,000

 

(1) Based on fiscal year average paid circulation.

 

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The California newspapers produced approximately 35.9% of total Company net revenues in fiscal 2003, compared to 34.7% in fiscal 2002. Fiscal 2003 net revenues at the California newspapers increased 6.3% from fiscal 2002.

 

The Sacramento Bee

 

The Sacramento Bee is a morning newspaper serving the California state capital and the surrounding region. In fiscal year 2003, The Sacramento Bee’s average paid circulation increased 0.6% daily and increased 1.3% Sunday. As of December 28, 2003, approximately 84% of the daily and 79% of Sunday circulation was home delivered.

 

The Sacramento Bee’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six column inches

   2,574    2,490

Preprints distributed in millions

   705    607

 

The Sacramento Bee’s fiscal 2003 net revenues increased 7.0% from fiscal 2002 revenues.

 

The Fresno Bee

 

The Fresno Bee is a morning newspaper serving the Fresno, California metropolitan area. In 2003, The Fresno Bee’s fiscal year 2003 average paid circulation increased 0.6% daily and increased 0.8% Sunday. As of December 28, 2003, approximately 85% of The Fresno Bee’s daily and 84% of Sunday circulation was home delivered.

 

The Fresno Bee’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   1,318    1,286

Preprints distributed in millions

   313    288

 

The Fresno Bee’s fiscal 2003 net revenues increased 4.9% from 2002.

 

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 2003 average paid circulation increased 1.0% daily and 0.9% Sunday. As of December 28, 2003, approximately 83% of the daily and 84% of Sunday circulation was home delivered.

 

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The Modesto Bee’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002, are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   1,327    1,314

Preprints distributed in millions

   170    158

 

The Modesto Bee’s fiscal 2003 net revenues increased 5.3% from fiscal 2002.

 

Carolina Newspapers

 

The Carolina 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.

 

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

 

     2003 Circulation (1)

   Net Revenues

Newspaper


   Daily/Weekly

   Sunday

   2003

   2002

The News & Observer (Raleigh)

   170,118    210,091    $ 128,878,000    $ 130,073,000

The Herald (Rock Hill) (2)

   31,854    33,534    $ 14,747,000    $ 14,683,000

The Island Packet (Hilton Head)

   18,504    19,218    $ 15,902,000    $ 15,448,000

The Beaufort Gazette

   11,872    11,159    $ 6,475,000    $ 6,466,000

Non-daily newspapers (3)

   41,404    N/A    $ 10,694,000    $ 10,621,000

 

(1) Based on fiscal year average paid circulation.

 

(2) Four South Carolina non-daily newspapers’ revenues are consolidated with revenues of The Herald.

 

(3) Represents all non-daily circulation, but only the North Carolina non-daily revenues. See note (2) above.

 

The Carolina newspapers produced 16.1% of total Company net revenues in fiscal 2003, compared to 16.6% in 2002. Net revenues of the Carolina newspapers declined 0.3% from fiscal 2002.

 

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 2003 increased approximately 0.4% daily and was flat on Sunday. As of December 28, 2003, approximately 81% of the daily and 76% of Sunday circulation was home delivered.

 

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The News & Observer’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   1,935    2,078

Preprints distributed in millions

   375    351

 

The News & Observer’s fiscal 2003 net revenues decreased 0.9% from fiscal 2002.

 

The Herald

 

The Herald is a morning newspaper serving Rock Hill and surrounding communities in York County, South Carolina. Rock Hill is approximately 25 miles southwest of Charlotte, North Carolina. In 2003, The Herald’s fiscal year 2003 average paid circulation increased 0.5% daily and decreased 0.4% on Sunday.

 

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 December 28, 2003, approximately 78% of the daily and 77% of Sunday circulation of the Herald was home delivered.

 

Advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   782    815

Preprints distributed in millions

   57    54

 

The Herald’s fiscal 2003 net revenues increased 0.4% from fiscal 2002.

 

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 Beaufort Gazette serves the city of Beaufort and northern Beaufort County encompassing surrounding islands of Lady’s, St. Helena, Fripp and Parris. The management and many business functions of the two newspapers are combined to pursue regional strategies and operational synergies.

 

From fiscal year 2002 to fiscal year 2003, the average paid circulation increased 3.4% daily and 1.4% Sunday at The Island Packet, and decreased 1.8% daily and 2.1% Sunday at The Beaufort Gazette.

 

As of December 28, 2003, approximately 64% of the daily and 62% of Sunday circulation of The Island Packet was home delivered. Comparable amounts for The Beaufort Gazette were 58% daily and 63% Sunday.

 

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Advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

The Island Packet:

         

Full Run advertising linage in thousands of six-column inches

   934    908

Preprints distributed in millions

   23    20

The Beaufort Gazette:

         

Full Run advertising linage in thousands of six-column inches

   403    378

Preprints distributed in millions

   17    17

 

The Island Packet’s fiscal year 2003 net revenues increased 2.9% over fiscal 2002, and The Beaufort Gazette’s net revenues increased 0.7%.

 

Carolina 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 generally surrounding Rock Hill, SC. Their combined paid average fiscal year 2003 non-daily circulation is 7,988.

 

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 average fiscal year 2003 non-daily circulation is 33,416.

 

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:

 

     2003 Circulation (1)

   Net Revenues

Newspaper


   Daily/Weekly

   Sunday

   2003

   2002

The News Tribune

   128,978    146,137    $ 79,306,000    $ 77,893,000

Anchorage Daily News

   71,470    84,683    $ 55,708,000    $ 56,629,000

Tri-City Herald

   41,571    45,305    $ 23,518,000    $ 22,376,000

Non-daily newspapers

   13,336    N/A    $ 4,629,000    $ 4,355,000

 

(1) Based on fiscal year average paid circulation.

 

The Company’s Northwest newspapers produced 14.8% of the Company’s total net revenues in fiscal 2003, compared to 15.1% in 2002. Net revenues in fiscal 2003 at the Northwest newspapers increased 1.2% versus fiscal 2002.

 

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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 2003, the average paid circulation of The News Tribune increased 0.1% daily and 0.2% Sunday. As of December 28, 2003, approximately 83% of the daily and 84% of Sunday circulation was home delivered.

 

The News Tribune’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   1,363    1,426

Preprints distributed in millions

   263    233

 

The News Tribune’s fiscal 2003 net revenues increased 1.8% from fiscal 2002.

 

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 and Sunday circulation each decreased 0.7% in fiscal year 2003. As of December 28, 2003, approximately 69% of the daily and 65% of Sunday circulation was home delivered.

 

Advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002, are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   918    973

Preprints distributed in millions

   85    89

 

Anchorage Daily News’ fiscal 2003 net revenues decreased 1.6% from fiscal 2002.

 

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 2003, the Tri-City Herald’s average paid

 

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circulation increased 0.9% daily and Sunday. As of December 28, 2003 approximately 88% of the daily and 87% of Sunday circulation was home delivered.

 

The Tri-City Herald’s advertising volumes for the fiscal years ended December 28, 2003 and December 29, 2002 are set forth in the following table:

 

     2003

   2002

Full Run advertising linage in thousands of six-column inches

   787    763

Preprints distributed in millions

   92    88

 

The Tri-City Herald’s fiscal 2003 net revenues increased 5.1% from fiscal 2002.

 

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.

 

Other Operations

 

The Company’s rapidly expanding Internet activities have produced robust local websites in each of its daily newspaper markets. These efforts are supported by Nando Media, the Company’s interactive media operation that provides newspapers with content, publishing tools and software development. Nando Media’s primary mission is to be a technology and content partner to the Company’s newspaper Internet sites. Nando Media also provides hosting and programming services to other newspapers, and generated net revenues of $972,000 in fiscal 2003.

 

Raw Materials

 

During fiscal 2003, the Company consumed approximately 241,700 metric tons of newsprint compared to 243,900 metric tons in fiscal 2002. The Company currently obtains its supply of newsprint from a number of suppliers primarily under long-term contracts.

 

Newsprint expense accounted for 13.9% of operating expenses in fiscal 2003 compared to 13.6% in fiscal 2002. Consequently, the Company’s earnings are sensitive to changes in newsprint prices. All other things being equal, a hypothetical $10 per metric ton change in newsprint prices affects earnings per share by three cents annually. 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

 

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excess of 260,000 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 of Financial Condition and Results of Operations “ and the financial statements and accompanying notes for further discussion of the impact of this investment on the Company’s business.

 

Competition

 

The Company’s newspapers, direct marketing programs and Internet sites compete for advertising revenues and readers’ time with television, radio, the Internet, direct mail companies, free shoppers, suburban neighborhood and national newspapers and other publications, and billboard companies, among others. In some of its markets (primarily Minneapolis, Minnesota; Tacoma, Washington; and Rock Hill, South Carolina), the Company’s newspapers also compete with other newspapers published in nearby cities and towns. Competition for advertising is generally based upon circulation levels, readership demographics, price and advertiser results, while competition for circulation is generally based upon the content, journalistic quality, service and the price of the newspaper. The Company’s major daily newspapers are ahead of their direct local newspaper competitors in both advertising linage and general circulation in their respective markets, and its Internet sites are leading local sites in each of the Company’s major daily newspaper markets, based upon various independent and Company research.

 

Employees – Labor

 

As of December 28, 2003, the Company had 9,093 full and part-time employees, of whom approximately 25% were represented by unions including 57% at the Star Tribune and 23% at The Sacramento Bee, the Company’s two largest newspapers. Most of the Company’s union-represented employees are currently working under labor agreements expiring in various years. Six of the Company’s 11 daily papers have no unions.

 

While the Company’s newspapers have not had a strike since 1980 and they do not currently anticipate a strike occurring, the Company cannot preclude the possibility that a strike may occur at one or more of its newspapers when future negotiations occur. The Company believes that, in the event of a newspaper strike, it would be able to continue to publish and deliver to subscribers, a capability which is critical to retaining revenues from advertising and circulation.

 

ITEM 2. PROPERTIES

 

The corporate headquarters of the Company are located at 2100 “Q” Street, Sacramento, California. At December 28, 2003 the Company had newspaper production facilities in 11 markets situated in six states. These facilities vary in size and in total occupy about 3.2 million square feet. Approximately 800,000 of the total square footage is leased from others. The Company owns substantially all of its production equipment, although certain office equipment is leased.

 

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The Company maintains its properties in good condition and believes that its current facilities are adequate to meet the present needs of its newspapers.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Company becomes involved from time to time in claims and lawsuits incidental to the ordinary course of its business, including such matters as libel, invasion of privacy, intellectual property infringement, and wrongful termination actions, and complaints alleging discrimination. In addition, the Company is involved from time to time in governmental and administrative proceedings concerning employment, labor, environmental and other claims. Historically, such claims and proceedings have not had a material adverse effect upon the Company’s consolidated results of operations or financial condition.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not Applicable.

 

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PART II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

 

The Company’s Class A Common Stock is listed on the New York Stock Exchange (NYSE symbol - MNI). A small amount of Class A Stock is also traded on the Midwest Stock Exchange and the Pacific Stock Exchange. The Company’s Class B Stock is not publicly traded. The following table lists per share dividends paid on Common Stock and the prices of the Company’s Class A Common Stock as reported by these exchanges for fiscal 2003 and 2002:

 

     2003

   2002

     High

   Low

   Dividends

   High

   Low

   Dividends

1st Quarter

   $ 58.35    $ 51.39    $ 0.11    $ 61.10    $ 45.95    $ 0.10

2nd Quarter

   $ 62.39    $ 52.70    $ 0.11    $ 65.55    $ 56.00    $ 0.10

3rd Quarter

   $ 62.15    $ 55.58    $ 0.11    $ 64.20    $ 52.80    $ 0.10

4th Quarter

   $ 70.14    $ 59.35    $ 0.11    $ 63.76    $ 54.60    $ 0.10

 

The Company’s Board of Directors approved a 10% increase in the dividend for the first quarter of fiscal 2004 to $0.12 per share per quarter. The payment and amount of future dividends remain within the discretion of the Board of Directors and will depend upon the Company’s future earnings, financial condition and requirements, and other factors considered relevant by the Board.

 

The number of record holders of Class A and Class B Common Stock at February 25, 2004 was 1,482 and 24, respectively.

 

Equity Compensation Plan Information

 

Information regarding McClatchy’s equity compensation plans, including both shareholder approved plans and non-shareholder approved plans, is set forth in the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans” in the definitive Proxy Statement for the Company’s 2004 Annual Meeting of Shareholders, which information is incorporated into Item 12 herein by reference.

 

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ITEM 6. SELECTED FINANCIAL DATA

 

FIVE-YEAR FINANCIAL SUMMARY

(In thousands, except per share amounts)

 

     De