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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended: December 26, 2004

or

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

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 25, 2004: approximately $1,488,467,000. 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 17, 2005:

DOCUMENTS INCORPORATED BY REFERENCE

Definitive Proxy Statement for the Company’s May 18, 2005 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).

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INDEX TO THE McCLATCHY COMPANY

2004 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

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. The Company expanded into the Carolinas when it purchased newspapers in South Carolina in 1990 and The News and Observer Publishing Company in North Carolina in 1995. In 1998 the Company expanded into Minnesota with the acquisition of The Star Tribune Company and expanded further in California with the purchase of the Merced Sun-Star and five related non-daily newspapers (the Merced Group) in 2004.

During 2004, the Company owned and published 30 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 fiscal year 2004 the Company had an average paid daily circulation of 1,419,311, Sunday circulation of 1,847,242, and non-daily circulation of 69,379.

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 84% of consolidated net revenues in fiscal 2004 and 83% of consolidated net revenues in fiscal 2003. Circulation revenues approximated 14% of consolidated net revenues in fiscal 2004 and 15% of consolidated net revenues in fiscal 2003.

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 in-paper 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 the spring advertising season, and the Thanksgiving and Christmas holidays. The first quarter is historically the weakest quarter for revenues and profits.

The Company also owns McClatchy Interactive (formerly known as 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 Acquisition and Divestiture - 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 $41.0 million in cash. Revenues of the Merced Group from the date of purchase through the end of fiscal 2004 were $13.8 million. The purchase included $37.2 million in intangible assets, the most significant of which was $31.0 million of goodwill. Amortization of the goodwill and other identifiable intangibles will be deductible for tax purposes. The useful lives associated with the $6.2 million of identifiable intangible assets range from eight to 17 years.

On June 10, 2003, the Company sold the assets of The Newspaper Network (TNN), a national sales and marketing company. The Associated Press purchased TNN’s ad processing operations and, separately, Vertis, Inc. purchased TNN’s sales and marketing assets. Total consideration from the sales was $14.2 million including the assumption of liabilities. The revenues and operating results of TNN are included in discontinued operations in the Consolidated Statement of Income in fiscal 2003.

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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 32.7% of fiscal 2004 revenues compared to 33.1% of fiscal 2003 revenues. In fiscal 2004 the Star Tribune’s daily average paid circulation increased 0.3% to 380,422 and Sunday average paid circulation decreased 0.5% to 671,831. As of December 26, 2004, 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 daily circulation is approximately one half and whose Sunday circulation is approximately one third of the Star Tribune’s circulation.

The Star Tribune’s advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003 are set forth in the following table:

The Star Tribune’s fiscal 2004 net revenues increased 4.3% to $380,103,000 from fiscal 2003 revenues of $364,288,000.

California Newspapers

The California newspapers include the three “Bee” newspapers, the Merced Sun-Star, six weekly newspapers and two Spanish-language, non-daily newspapers. The net revenues and circulation of these newspapers are summarized below:

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The California newspapers produced approximately 36.9% of total Company net revenues in fiscal 2004, compared to 35.9% in fiscal 2003. Fiscal 2004 net revenues at the California newspapers increased 8.9% from fiscal 2003. Revenues at the California newspapers, excluding the Merced Group, increased 5.4% in fiscal 2004.

The Sacramento Bee

The Sacramento Bee is a morning newspaper serving the California state capital and the surrounding region. In fiscal year 2004, The Sacramento Bee’s average paid circulation increased 1.0% daily and decreased 1.9% Sunday. As of December 26, 2004, 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 26, 2004 and December 28, 2003 are set forth in the following table:

The Sacramento Bee’s fiscal 2004 net revenues increased 4.2% from fiscal 2003 revenues.

The Fresno Bee

The Fresno Bee is a morning newspaper serving the Fresno, California metropolitan area. In 2004, The Fresno Bee’s fiscal year 2004 average paid circulation increased 0.5% daily and decreased 0.3% Sunday. As of December 26, 2004, approximately 86% of The Fresno Bee’s daily and 85% of Sunday circulation was home delivered.

The Fresno Bee’s advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003 are set forth in the following table:

The Fresno Bee’s fiscal 2004 net revenues increased 7.6% from 2003.

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 2004 average paid circulation decreased 2.0% daily and 2.1% Sunday. As of December 26, 2004, approximately 82% 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 26, 2004 and December 28, 2003, are set forth in the following table:

The Modesto Bee’s fiscal 2004 net revenues increased 5.9% from fiscal 2003.

Merced Sun-Star

The Merced Sun-Star is a morning newspaper that serves the Merced, California metropolitan area, which is located between Modesto and Fresno. Merced publishes a daily newspaper Monday through Friday and a weekend edition on Saturday. Average daily paid circulation is calculated using a six-day average. As of December 26, 2004, approximately 80% of the daily circulation was home delivered.

The Merced Sun-Star’s advertising volumes for the fiscal year ended December 26, 2004 are set forth in the following table:

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:

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The Carolina newspapers produced 16.0% of total Company net revenues in fiscal 2004, compared to 16.1% in 2003. Net revenues of the Carolina newspapers increased 5.4% from fiscal 2003.

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 2004 increased approximately 0.6% daily and 0.5% Sunday. As of December 26, 2004 approximately 80% of the daily and 76% of Sunday circulation was home delivered.

The News & Observer’s advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003 are set forth in the following table:

The News & Observer’s fiscal 2004 net revenues increased 6.1% from fiscal 2003.

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 2004, The Herald’s fiscal year 2004 average paid circulation decreased 0.9% daily and decreased 1.7% 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 26, 2004, approximately 76% of the daily and 76% of Sunday circulation of the Herald was home delivered.

Advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003 are set forth in the following table:

The Herald’s fiscal 2004 net revenues increased 4.8% from fiscal 2003.

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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 2003 to fiscal year 2004, the average paid circulation increased 2.4% daily and 3.1% Sunday at The Island Packet, and increased 4.9% daily and 1.1% Sunday at The Beaufort Gazette.

As of December 26, 2004, approximately 64% of the daily and 62% of Sunday circulation of The Island Packet was home delivered. Comparable amounts for The Beaufort Gazette were 56% daily and 64% Sunday.

Advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003 are set forth in the following table:

The Island Packet’s fiscal 2004 net revenues increased 5.7% over fiscal 2003, and The Beaufort Gazette’s net revenues increased 5.9%.

Carolina Non-daily Newspapers

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 2004 non-daily circulation is 32,120.

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, South Carolina. Their combined paid average fiscal year 2004 non-daily circulation is 8,114.

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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 14.3% of the Company’s total net revenues in fiscal 2004, compared to 14.8% in 2003. Net revenues in fiscal 2004 at the Northwest newspapers increased 2.2% versus fiscal 2003.

The News Tribune

The News Tribune, a morning newspaper, primarily serves the Tacoma, Washington, metropolitan area in Pierce and southern 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 Seattle metropolitan newspapers. In fiscal year 2004, the average paid circulation of The News Tribune increased 0.1% daily and decreased 1.6% Sunday. As of December 26, 2004, approximately 85% of the daily and 84% of Sunday circulation was home delivered.

The News Tribune’s advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003 are set forth in the following table:

The News Tribune’s fiscal 2004 net revenues decreased nominally from fiscal 2003.

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.

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The Anchorage Daily News’ fiscal year 2004 average paid circulation decreased 3.5% daily and 4.0% Sunday. As of December 26, 2004, approximately 67% of the daily and 64% of Sunday circulation was home delivered.

Advertising volumes for the fiscal years ended December 26, 2004 and December 28, 2003, are set forth in the following table:

Anchorage Daily News’ fiscal 2004 net revenues increased 3.3% from fiscal 2003.

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 2004, the Tri-City Herald’s average paid circulation increased 1.2% daily and decreased 0.3% Sunday. As of December 26, 2004 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 26, 2004 and December 28, 2003 are set forth in the following table:

The Tri-City Herald’s fiscal 2004 net revenues increased 6.0% from fiscal 2003.

Northwestern Non-daily Newspapers

The Company’s other non-daily newspapers include the Peninsula Gateway in southern Puget Sound and The Puyallup Herald, which circulates weekly in southern 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 McClatchy Interactive, the Company’s interactive media operation that provides newspapers with content, publishing tools and software development. The primary mission of McClatchy Interactive is to be a technology and content partner to the Company’s newspaper internet sites. McClatchy Interactive also provides hosting and programming services to other newspapers.

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Raw Materials

During fiscal 2004, the Company consumed approximately 241,000 metric tons of newsprint compared to 241,700 metric tons in fiscal 2003. The Company currently obtains its supply of newsprint from a number of suppliers primarily under long-term contracts.

Newsprint expense accounted for 14.5% of operating expenses in fiscal 2004 compared to 13.9% in fiscal 2003. 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 they were 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 has a production capacity in 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 and readership is generally based upon the content, journalistic quality, service and the price of the newspaper. The Company’s major daily newspapers lead their direct local newspaper competitors in both advertising linage and general circulation and readership in their respective markets, and its internet sites are leading local sites in each of the Company’s major daily newspaper markets, based upon research conducted by the Company and various independent sources.

Employees – Labor

As of December 26, 2004, the Company had 9,171 full and part-time employees (equating to 7,657 full-time equivalent employees), of whom approximately 25% were represented by unions including 58% at the Star Tribune and 23% at The Sacramento Bee, the Company’s two largest

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newspapers. Most of the Company’s union-represented employees are currently working under labor agreements expiring in various years. Seven of the Company’s 12 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, although there can be no assurance of this.

ITEM 2. PROPERTIES

The corporate headquarters of the Company are located at 2100 “Q” Street, Sacramento, California. At December 26, 2004 the Company had newspaper production facilities in 12 markets situated in six states. These facilities vary in size and in total occupy about 4.3 million square feet. Approximately 840,000 of the total square footage is leased from others. The Company owns substantially all of its production equipment, although certain office equipment is leased.

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, 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 AND ISSUER PURCHASES OF EQUITY SECURITIES

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 both classes of Common Stock and the prices of the Company’s Class A Common Stock as reported by these exchanges for fiscal 2004 and 2003:

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 17, 2005 was 1,405 and 22, respectively. The Company did not repurchase any of its common shares in fiscal 2004 and currently has no authorized stock repurchase program in place.

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 2005 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)