10-Q

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: June 26, 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 1-7553

Knight-Ridder, Inc.

(Exact name of registrant as specified in its charter)

Florida	38-0723657
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 West San Fernando Street Suite 1500 San Jose, California	95113
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 938-7700

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.    Yes  x    No  ¨

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

The registrant had 73,664,308 shares of common stock (par value $0.02 1/12 per share), net of treasury stock, issued and outstanding as of July 22, 2005.

Knight Ridder

Table of Contents for Form 10-Q

		Page
Forward-Looking Statements		3
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheet as of June 26, 2005 (unaudited) and December 26, 2004	4
	Consolidated Statement of Income (unaudited) for the quarter and two quarters ended June 26, 2005 and June 27, 2004	5
	Consolidated Statement of Cash Flows (unaudited) for the two quarters ended June 26, 2005 and June 27, 2004	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 4.	Submission of Matters to a Vote of Security Holders	22
Item 6.	Exhibits	23
Signature		24
Exhibit Index		25

2

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. In particular, these include statements related to future actions, future performance or results of current and anticipated initiatives and the outcome of contingencies and other uncertainties. We try, whenever possible, to identify such statements by using the words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “project” and similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated.

Potential risks and uncertainties that could adversely affect our ability to obtain these results include, without limitation, the following factors: (a) increased consolidation among major retailers or other events that may adversely affect business operations of major customers and depress the level of local and national advertising; (b) an economic downturn in some or all of our principal newspaper markets that may lead to decreased circulation or decreased local or national advertising; (c) a decline in general newspaper readership patterns as a result of competitive alternative media or other factors; (d) an increase in newsprint costs over the levels anticipated; (e) labor disputes or shortages that may cause revenue declines or increased labor costs; (f) increases in energy costs; (g) our ability to attract and retain qualified employees, including senior management; (h) increases in health and welfare, pension and postretirement costs; (i) increases in business insurance costs; (j) a decline in the value of companies that we invest in that must be recorded as a charge to earnings; (k) acquisitions of new businesses or dispositions of existing businesses; (l) increases in interest or financing costs or availability of credit; (m) rapid technological changes and frequent new product introductions prevalent in electronic publishing, including the evolution of the Internet; and, (n) acts of war, terrorism, natural disaster or other events that may adversely affect our operations or the operations of our key suppliers. For a further discussion of risks that may affect our business, see “Business – Rick Factors” in our Annual Report on Form 10-K for the year ended December 26, 2004 and information contained in other reports that we file from time to time with the Securities and Exchange Commission.

3

KNIGHT RIDDER

CONSOLIDATED BALANCE SHEET

(In thousands, except share data)

	(unaudited) June 26, 2005			December 26, 2004
ASSETS
Current Assets
Cash	$	38,854		$	24,483
Accounts receivable, net of allowances of $24,507 in 2005 and $23,987 in 2004		380,126			410,303
Inventories		51,221			48,027
Prepaids		34,174			34,662
Deferred income taxes		15,265			16,116
Other current assets		15,351			16,204
Total Current Assets		534,991			549,795
Investments and Other Assets
Equity in unconsolidated companies and joint ventures		353,884			343,471
Pension asset		123,946			137,614
Fair value of interest rate swap agreements		29,751			34,224
Other		66,232			71,423
Total Investments and Other Assets		573,813			586,732
Property, Plant and Equipment
Land and improvements		79,570			79,261
Buildings and leasehold improvements		497,864			493,256
Equipment		1,292,039			1,281,463
Construction and equipment installations in progress		195,229			173,295
		2,064,702			2,027,275
Less accumulated depreciation and amortization		(1,112,636	)		(1,080,129	)
Property, Plant and Equipment, net		952,066			947,146
Goodwill and Other Identified Intangible Assets
Goodwill		1,824,826			1,799,061
Newspaper mastheads		292,681			288,296
Other, net of accumulated amortization of $60,319 in 2005 and $56,703 in 2004		48,685			51,248
Total Goodwill and Other Identified Intangible Assets, net		2,166,192			2,138,605
Total Assets	$	4,227,062		$	4,222,278
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	94,296		$	164,359
Accrued expenses and other liabilities		109,290			104,662
Accrued compensation and withholdings		79,169			95,090
Deferred circulation revenue		90,519			84,826
Income taxes payable		36,024			30,869
Total Current Liabilities		409,298			479,806
Noncurrent Liabilities
Long-term debt		1,693,196			1,497,907
Fair value of interest rate swap agreements		29,751			34,224
Deferred income taxes		248,272			267,477
Postretirement benefits other than pensions		107,656			113,119
Employment benefits		270,983			269,026
Other noncurrent liabilities		101,304			111,988
Total Noncurrent Liabilities		2,451,162			2,293,741
Minority Interest in Consolidated Subsidiaries		2,022			1,575
Commitments and Contingencies		—			—
Shareholders’ Equity
Common stock, $.02 1/12 par value; shares authorized - 250,000,000; shares issued - 73,769,000 shares in 2005 and 76,276,000 shares in 2004		1,537			1,589
Additional paid in capital		1,081,257			1,093,486
Retained earnings		419,408			489,254
Accumulated other comprehensive loss		(136,662	)		(136,060	)
Treasury stock, at cost, 17,000 shares in 2005 and 20,000 shares in 2004		(960	)		(1,113	)
Total Shareholders’ Equity		1,364,580			1,447,156
Total Liabilities and Shareholders’ Equity	$	4,227,062		$	4,222,278

See “Notes to Consolidated Financial Statements.”

4

KNIGHT RIDDER

CONSOLIDATED STATEMENT OF INCOME

(Unaudited - in thousands, except per share data)

	Quarter Ended						Two Quarters Ended
	June 26, 2005			June 27, 2004			June 26, 2005			June 27, 2004
OPERATING REVENUE
Advertising
Retail	$	273,622		$	267,751		$	522,795		$	509,518
National		93,932			97,613			189,872			191,735
Classified		236,645			226,349			457,668			438,338
Total		604,199			591,713			1,170,335			1,139,591
Circulation		132,316			136,406			266,564			275,615
Other		24,995			32,097			49,339			57,281
Total Operating Revenue		761,510			760,216			1,486,238			1,472,487
OPERATING COSTS
Labor and employee benefits		302,218			301,071			612,998			607,030
Newsprint, ink and supplements		105,067			98,911			202,539			193,799
Other operating costs		187,068			179,085			368,877			353,072
Depreciation and amortization		23,811			26,140			47,608			52,517
Total Operating Costs		618,164			605,207			1,232,022			1,206,418
OPERATING INCOME		143,346			155,009			254,216			266,069
OTHER EXPENSE
Interest expense, net of interest income		(22,833	)		(13,244	)		(41,678	)		(27,387	)
Interest expense capitalized		1,836			1,142			3,515			2,116
Interest expense, net		(20,997	)		(12,102	)		(38,163	)		(25,271	)
Equity in losses, net of earnings, of unconsolidated companies and joint ventures		(3,567	)		(7,006	)		(12,699	)		(15,073	)
Minority interest in earnings of consolidated		(2,311	)		(2,572	)		(4,021	)		(4,484	)
subsidiaries
Other, net		(84	)		(528	)		548			(767	)
Total Other Expense		(26,959	)		(22,208	)		(54,335	)		(45,595	)
Income before income taxes		116,387			132,801			199,881			220,474
Income taxes		41,992			46,539			64,986			78,274
Net Income	$	74,395		$	86,262		$	134,895		$	142,200
NET INCOME PER SHARE
Basic	$	1.00		$	1.10		$	1.80		$	1.81
Diluted	$	1.00		$	1.08		$	1.79		$	1.78
DIVIDENDS DECLARED PER COMMON SHARE	$	0.345		$	0.32		$	0.69		$	0.64
AVERAGE SHARES OUTSTANDING
Basic		74,072			78,497			74,817			78,751
Diluted		74,530			79,789			75,405			80,064

See “Notes to Consolidated Financial Statements.”

5

KNIGHT RIDDER

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited - in thousands)

	Two Quarters Ended
	June 26, 2005			June 27, 2004
CASH PROVIDED BY OPERATING ACTIVITIES
Net income	$	134,895		$	142,200
Noncash items deducted from (included in) income:
Depreciation		43,626			48,647
Amortization of other identified intangible assets		3,616			3,412
Amortization of other assets		366			458
Benefit from deferred taxes		(17,986	)		(5,485	)
Provision for bad debts		2,374			7,233
Minority interest in earnings of consolidated subsidiaries		4,021			4,484
Other items, net		(7,179	)		(7,171	)
Cash items not deducted from (included in) income:
Contributions lower than pension and other post-retirement benefit expenses		12,954			10,788
Distributions (in excess of) less than losses, net of earnings from investees		5,669			(8,594	)
Change in certain assets and liabilities, excluding balances from the acquisition of businesses:
Accounts receivable		29,382			32,194
Inventories		(3,194	)		(5,451	)
Other assets		7,104			4,376
Accounts payable		(70,325	)		(53,255	)
Income taxes payable		5,155			35,703
Other liabilities		(4,641	)		4,257
Net Cash Provided by Operating Activities		145,837			213,796
CASH REQUIRED FOR INVESTING ACTIVITIES
Purchases of property, plant and equipment		(50,222	)		(52,045	)
Acquisition of, and investments in, businesses		(46,313	)		(42,056	)
Other items, net		729			2,667
Net Cash Required for Investing Activities		(95,806	)		(91,434	)
CASH REQUIRED FOR FINANCING ACTIVITIES
Purchase of treasury stock		(202,151	)		(153,585	)
Net increase in commercial paper, net of unamortized discount		194,635			31,133
Payment of cash dividends		(51,600	)		(50,438	)
Proceeds from stock option exercises and stock purchases		31,860			57,496
Other items, net		(8,404	)		(10,491	)
Net Cash Required for Financing Activities		(35,660	)		(125,885	)
Net Increase in Cash		14,371			(3,523	)
Cash at beginning of the period		24,483			33,536
Cash and cash equivalents at the end of the period	$	38,854		$	30,013

See “Notes to Consolidated Financial Statements.”

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

Knight Ridder and its subsidiaries are referred to collectively in this report on Form 10-Q as “we,” “our” and “us.” The accompanying unaudited consolidated financial statements of Knight Ridder have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. We would note that the newspaper business is seasonal, with the strongest advertising revenue coming in the fourth quarter, followed (at some distance) by the second – and then by the remaining two. Operating results for any portion of the year prior to the final quarter should not be interpreted in a pro rata fashion for the year as a whole. For further information, refer to the consolidated financial statements and notes, as well as the critical accounting policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 26, 2004.

Beginning in 2005, we changed our reporting segments, formerly known as the “Newspaper Division” and “Online Division,” into one newspaper segment. This change is consistent with the combination of our online operations with the related print businesses. The merging of our print and online operations reflects our organizational structure and our business strategy, which emphasizes a multiple-media platform approach pursuing both audiences and advertisers within the markets in which we compete. The change is also consistent with the revised financial information given to the chief operating decision maker. For comparability, prior year amounts have been reclassified to conform with the current presentation.

NOTE 2. COMPREHENSIVE INCOME

We use derivative financial instruments to manage interest rate risk. The objective in using derivatives is to reduce the risks associated with borrowing activities. Statement of Financial Accounting Standard (SFAS) 133 – “Accounting for Derivative Instruments and Hedging Activities,” as amended, requires that derivatives be recorded on the balance sheet at fair value. Unrealized gains from derivatives are carried as other current assets and unrealized losses are reported as other current liabilities. Derivatives designated as hedges for accounting purposes must be considered highly effective at reducing the risk associated with the exposure being hedged. We do not use derivatives for speculative purposes. On June 9, 2005, we entered into an interest rate derivative transaction with an aggregate notional amount of $200 million. The objective of the hedge is to eliminate the variability of future cash flows from market interest rates.

The following table sets forth the computation of comprehensive income (in thousands of dollars):

	Quarter Ended					Two Quarters Ended
	June 26, 2005			June 27, 2004		June 26, 2005			June 27, 2004
Net income	$	74,395		$	86,262	$	134,895		$	142,200
Loss from cash flow hedge		(602	)		—		(602	)		—
Change in accumulated other comprehensive income		(602	)		—		(602	)		—
Total comprehensive income	$	73,793		$	86,262	$	134,293		$	142,200

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NOTE 3. EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS

In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS 148 – “Accounting for Stock-Based Compensation – Transition and Disclosure.” SFAS 148 amends SFAS 123 –“Accounting for Stock-Based Compensation” to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 was effective for financial statements issued beginning in 2003. As allowed by SFAS 123, we follow the disclosure requirements of SFAS 123, but continue to account for our employee stock option plans in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” which results in no charge to earnings when stock options are granted at fair market value.

For purposes of pro forma disclosures, the estimated fair value of stock options is amortized to expense over the options’ vesting period. In addition, the 15% discount from market value under the Employees Stock Purchase Plan is treated as compensation expense for pro forma purposes. Our reported and pro forma information follows (in thousands, except share data):

	Quarter Ended				Two Quarter Ended
	June 26, 2005		June 27, 2004		June 26, 2005		June 27, 2004
Net income, as reported	$	74,395	$	86,262	$	134,895	$	142,200
Less: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		3,863		4,023		7,941		8,068
Pro forma net income	$	70,532	$	82,239	$	126,954	$	134,132
Basic earnings per share, as reported	$	1.00	$	1.10	$	1.80	$	1.81
Pro forma basic earnings per share		0.95		1.05		1.70		1.70
Diluted earnings per share, as reported	$	1.00	$	1.08	$	1.79	$	1.78
Pro forma diluted earnings per share		0.95		1.03		1.68		1.68

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which is a revision of SFAS 123. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, be recognized in the income statement based on their fair values. On April 14, 2005, the SEC revised the effective date of the new standard, which will be no later than the beginning of the first fiscal year beginning after June 15, 2005 for public entities. Early adoption is permitted in periods in which financial statements have not yet been issued. SFAS 123(R) allows for two transition alternatives for public companies: (a) modified-prospective transition or (b) modified-retrospective transition. Under the modified-prospective transition method, companies are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. Measurement and attribution of compensation cost for awards that were granted prior to, but not vested as of the date SFAS 123(R) is adopted would be based on the same estimate of the grant-date fair value and the same attribution method used previously under SFAS 123 (either for financial statement recognition or pro forma disclosure purposes). Prior periods are not restated. For periods prior to adoption, the financial statements are unchanged (and the pro forma disclosures previously required by SFAS 123 continue to be required under SFAS 123(R) to the extent those amounts differ from those in the income statement). For periods subsequent to adoption, the impact of this transition method

8

generally is the same as if the modified-retrospective method were applied. Accordingly, pro forma disclosure will not be necessary for periods after the adoption of SFAS 123(R). Under the modified-retrospective transition method, companies are allowed to restate prior periods by recognizing compensation cost in the amounts previously reported in the pro forma footnote disclosure under the provisions of SFAS 123. New awards and unvested awards would be accounted for in the same manner as the modified-prospective method. We are currently evaluating the alternative transition methods and expect to adopt SFAS 123(R), as required, for our fiscal year beginning December 26, 2005.

NOTE 4. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the sum of the weighted average number of common shares outstanding and common stock equivalents attributable to stock options. The entire net income is attributable to common shareholders.

Shares used to calculate earnings per share are as follows (in thousands):

	Quarter Ended		Two Quarters Ended
	June 26, 2005	June 27, 2004	June 26, 2005	June 27, 2004
Basic weighted average shares outstanding	74,072	78,497	74,817	78,751
Effect of dilutive stock options	458	1,292	588	1,313
Diluted weighted average shares outstanding	74,530	79,789	75,405	80,064
Weighted average shares subject to stock options included in the determination of common stock equivalents for the calculation of diluted earnings per share	6,957	9,831	7,037	9,774
Weighted average shares subject to stock options which are not included in the calculation of diluted earnings per share because their impact is antidilutive	3,701	99	3,586	115

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NOTE 5. GOODWILL AND OTHER IDENTIFIED INTANGIBLE ASSETS

Goodwill and other identified intangible assets, along with their weighted-average life, at June 26, 2005 consisted of the following (in thousands):

	Gross Amount		Accumulated Amortization		Net Amount		Weighted- Average Life (years)
Intangible assets continuing to be amortized:
Advertiser lists	$	43,558	$	31,565	$	11,993	12.2
Subscriber lists		33,651		27,892		5,759	9.5
Other		2,513		862		1,651	6.4
Subtotal	$	79,722	$	60,319	$	19,403	10.9
Goodwill and other identified intangible assets not being amortized:
Goodwill					$	1,824,826
Newspaper mastheads						292,681
Intangible pension asset						28,612
Other						670
Subtotal						2,146,789
Total goodwill and other identified intangible assets					$	2,166,192

The following is a summary of the balances of goodwill and other identified intangible assets as of December 26, 2004 and June 26, 2005 (in thousands):

	December 26, 2004		Amortization of Other Intangibles			Additions to Goodwill and Other Identified Intangible Assets		June 26, 2005
Goodwill	$	1,799,061	$	—		$	25,765	$	1,824,826
Newspaper Mastheads		288,296		—			4,385		292,681
Other		51,248		(3,616	)		1,053		48,685
Total	$	2,138,605	$	(3,616	)	$	31,203	$	2,166,192

The $31.2 million increase in goodwill and other identified intangible assets for the two quarters ended 2005 relate to the acquisition of five free daily newspapers in the San Francisco Bay Area, the New Homes Map Guide in Miami and the Keller Citizen in Fort Worth.

10

NOTE 6. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following disclosure conforms to SFAS No. 132 (revised 2003) – “Employers’ Disclosures about Pensions and Other Postretirement Benefits.” Below is a summary of the components of net periodic benefit cost for the defined benefit plans and postretirement benefit plans (other plans) (in thousands):

	Pension Plans						Other Plans
	Quarter Ended						Quarter Ended
	June 26, 2005			June 27, 2004			June 26, 2005			June 27, 2004
Service cost	$	10,675		$	9,751		$	309		$	403
Interest cost		23,649			22,346			1,187			2,494
Expected return on plan assets		(27,865	)		(27,724	)		—			—
Amortization of prior service cost		1,045			1,075			(1,106	)		(418	)
Amortization of net loss		4,531			1,680			419			781
Net periodic benefit cost	$	12,035		$	7,128		$	809		$	3,260

We anticipate contributing a total of approximately $6.8 million to the pension plans in 2005. As of June 26, 2005, we contributed $3.5 million to our pension plans.

NOTE 7. COMMITMENTS AND CONTINGENCIES

We have future commitments for capital expenditures relating to our newspaper in Kansas City and our joint operating agency in Detroit. There are commitments of approximately $30.6 million for building, plant and presses in Kansas City and commitments of approximately $5.6 million for presses and mailroom-related equipment in Detroit. The Kansas City production plant is scheduled for completion in 2006, while the Detroit production plant is scheduled for completion in the second half of 2005.

NOTE 8. SUBSEQUENT EVENTS

Subsequent to the end of our second fiscal quarter, we purchased the Carolina Bride magazine and, through our partnership in Classified Ventures, HomeGain.com and NewCars.com.

On July 19, 2005, the Board of Directors approved an authorization to repurchase an additional 10 million shares of our common stock and an increase in the quarterly dividend from $0.345 per share to $0.37 per share of common stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 26, 2004.

Certain amounts presented as national revenue in 2004 have been reclassified as retail revenue to conform to the current presentation.

Beginning in 2005, we changed our reporting segments, formerly known as the “Newspaper Division” and “Online Division,” into one newspaper segment. This change is consistent with the combination of our online operations with the related print businesses. The merging of our print and online operations reflects our organizational structure and our business strategy, which emphasizes a multiple-media platform approach pursuing both audiences and advertisers within the markets in which we compete. The change is also consistent with the revised financial information given to the chief operating decision maker. For comparability, prior year amounts have been reclassified to conform with the current presentation.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts in our consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to revenues, allowances for bad debts, asset impairments, pension and postretirement benefits, self-insurance and casualty insurance, income taxes and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Although actual results have historically been reasonably consistent with management’s expectations, the actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.

We believe there have been no significant changes through the first two quarters ended June 26, 2005 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 26, 2004.

12

CONSOLIDATED RESULTS OF OPERATIONS: SECOND QUARTER ENDED JUNE 26, 2005 COMPARED TO SECOND QUARTER ENDED JUNE 27, 2004:

Diluted earnings per share was $1.00 for the quarter ended June 26, 2005 compared with $1.08 for the quarter ended June 27, 2004. Included in earnings per share are $0.03 from the favorable resolution of prior years’ tax issues, including interest, offset by $0.01 for severance in Detroit. Included in last year’s second-quarter earnings per share were $0.06 from the favorable resolution of prior years’ tax issues, including interest, and $0.04 from favorable adjustments in Detroit, primarily arising from post-retirement benefits.

Total advertising revenue for the second quarter of 2005 was $604.2 million, up 2.1% from $591.7 million in the same quarter of 2004. Total operating revenue was $761.5 million, up 0.2% from $760.2 million in the same quarter last year. Total operating income for the quarter was $143.3 million, down 7.5% from $155.0 million in the second quarter of 2004. Excluding the Detroit issues referenced above, operating income would have been down 3.5%. Net income of $74.4 million was down 13.8% from $86.3 million in the same quarter of the previous year. Excluding the Detroit issues and tax resolutions referenced above, net income would have been down 6.9%.

Operating Revenue

For the second quarter of 2005, retail, national and classified revenue represented 45.3%, 15.5% and 39.2%, respectively, of total advertising revenue. Advertising, circulation and other revenue represented 79.3%, 17.4% and 3.3%, respectively, of total operating revenue.

Advertising revenue is primarily affected by the linage, rate and mix of advertising categories. The advertising rate depends largely on our market reach, primarily established through circulation, and market position. Circulation revenue is based on the number of copies sold and the rate charged to customers.

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The table below presents operating revenue and related statistics for our operations for the comparable quarters (in thousands):

	Quarter Ended
	June 26, 2005		June 27, 2004		Variance			% Change
Operating revenue
Advertising
Retail	$	273,622	$	267,751	$	5,871		2.2
National		93,932		97,613		(3,681	)	(3.8	)
Classified		236,645		226,349		10,296		4.5
Total		604,199		591,713		12,486		2.1
Circulation		132,316		136,406		(4,090	)	(3.0	)
Other		24,995		32,097		(7,102	)	(22.1	)
Total operating revenue	$	761,510	$	760,216	$	1,294		0.2
Average circulation
Daily		3,628		3,751		(123	)	(3.3	)
Sunday		4,902		5,073		(171	)	(3.4	)
Advertising linage (full-run)
Retail		3,422.1		3,538.3		(116.2	)	(3.3	)
National		797.1		854.0		(56.9	)	(6.7	)
Classified		4,709.0		4,797.8		(88.8	)	(1.9	)
Total		8,928.2		9,190.1		(261.9	)	(2.8	)
Factored part-run linage		665.6		659.4		6.2		0.9
Total preprints inserted		1,948.7		1,943.1		5.6		0.3

The increase in advertising revenue in the second quarter of 2005 compared to the same period in 2004, is primarily due to increases in retail, classified employment and classified real estate revenue. The largest increases were in Miami, up 3.7%, and Contra Costa, up 6.5%. Philadelphia had the largest shortfall, down 4.1%.

The retail category in the second quarter of 2005, compared with the same period in 2004, was up 2.2%, with increases of 0.6% in April, 5.7% in May and 0.7% in June. The increase in retail revenue was primarily due to a 4.2% increase in the full-run average rate and a 9.5% increase in part-run revenue, partially offset by a 3.3% decrease in full-run linage. Specialized publication revenue was up 9.3% in the quarter and total market coverage/alternate distribution (TMC) revenue increased 8.3% compared to the comparable quarter in 2004. Retail online revenue showed growth, up 11.7% in the quarter compared with the second quarter of 2004. Retail preprint revenue increased 1.0% for the quarter ended June 26, 2005, compared with the same quarter in 2004, on a 3.1% increase in average rate, partially offset by a 2.1% decrease in volume.

The national category was down 3.8% in the second quarter compared with the same period in 2004. National was down 4.3% in April and down 7.0% in May, but turned positive in June, up

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0.1%. The decrease in national was primarily due to a 6.7% decrease in full-run linage and a 3.0% decrease in the full-run average rate. These unfavorable variances were partially offset by a 17.8% increase in preprint revenue, a 52.1% increase in online revenue and a 79.6% increase in TMC revenue. In the large markets, national was down 7.0% with five of the markets showing decreases. All but seven of the smaller markets showed increases in national; altogether, they were up 9.8%.

Classified revenue in the second quarter of 2005, compared with the same period in 2004, was up 4.5%, with April up 6.3%, May up 5.5% and June up 1.6%. Employment was up in the low to mid teens throughout the quarter; real estate was up low teens in April and high single digits in May and June; auto was down throughout the quarter. Employment in the larger markets was up 11.5%, but in the mid-sized and smaller markets it was up 21.2%. Real estate in the large markets was up 9.3% for the quarter compared to 8.2% for the mid-sized and smaller markets.

The increase in classified revenue was driven by increases of 58.5% in online revenue, 20.4% in part-run revenue, 50.0% in specialized publication revenue and 72.9% in other classified revenue. These favorable variances were partially offset by a decrease of 2.9% in the full-run average rate and a 1.9% decrease in full-run linage.

Circulation revenue decreased in the second quarter of 2005, compared to the same period in 2004, by 3.0%, due to a 3.3% decrease in circulation copies, partially offset by a 0.3% increase in the average rate. The telemarketing rules adopted by the Federal Trade Commission and Federal Communications Commission, including the National Do-Not-Call Registry, continued to impact an important source of new subscribers. Our plans for the remaining two quarters of the year include telemarketing and selective discounting, along with increased use of kiosks, single-copy insert coupons and direct mail promotions.

Other revenue decreased by $7.1 million, or 22.1%, from the comparable quarter in the prior year. The unfavorable variance was largely due to three factors related to Detroit: the absence of last year’s favorable adjustments (primarily post-retirement benefits), the cost of this year’s severance and, also this year, reduced operating earnings.

Operating Costs

The table below presents operating costs for our operations for the comparable quarters (in thousands):

	Quarter Ended
	June 26, 2005		June 27, 2004		Variance			% Change
Operating costs
Labor and employee benefits	$	302,218	$	301,071	$	1,147		0.4
Newsprint, ink and supplements		105,067		98,911		6,156		6.2
Other operating costs		187,068		179,085		7,983		4.5
Depreciation and amortization		23,811		26,140		(2,329	)	(8.9	)
Total operating costs	$	618,164	$	605,207	$	12,957		2.1

The increase in labor and employee benefits in the second quarter of 2005 from the comparable quarter in 2004 was due to increased salary expense, partially offset by reduced employee benefits expense. The increase in labor was due to a 2.2% increase in the average rate per full time

15

equivalent employee (FTE), partially offset by a 0.7% decrease in FTEs and a 12.3% decrease in commission expense. Benefit costs declined $368,000, or 0.6%, as a $6.3 million, or 46.0%, increase in pension expense was more than offset by a $6.8 million, or 21.4%, decline in other postretirement benefit expense and employee insurance expense.

Newsprint, ink and supplements increased $6.2 million, or 6.2%, in the second quarter of 2005 compared to the comparable quarter in 2004, due to a 9.7% increase in the average price per ton of newsprint and a 19.8% increase in supplements, partially offset by a 4.4% decrease in consumption and an 11.3% decrease in ink expense.

Other operating costs increased $8.0 million, or 4.5%, compared to the prior year, due to increases in general and administrative costs and online cost of goods sold. The increase in general and administrative costs was primarily due to advertising, marketing and promotion expense, outside service expense and outside printing expense. These increases were partially offset by reductions in bad debt expense and legal fees.

Depreciation and amortization decreased $2.3 million, or 8.9%, compared with the prior year due to lower levels of capital spending in recent years, excluding the Kansas City plant construction costs. The Kansas City plant construction costs are accounted for as construction in progress and depreciation will begin later this year when portions of the plant are placed in service.

For the full year, we anticipate increases in newsprint, ink and supplements and employee benefits in the middle single digits. Labor costs are expected to be up in the low single digits, with merit increases offset by decreases in FTEs. We anticipate continued cost discipline during the remaining two quarters of 2005 and expect other operating costs to be up in the low single digits for the full year.

Net interest expense increased $8.9 million, or 73.5%, in the second quarter of 2005 from the same quarter of 2004, primarily due to increases in the average debt outstanding and the weighted-average interest rate. Total debt at the end of the period was $1.693 billion, up $195.3 million from year-end 2004 primarily due to acquisitions and share repurchases during 2005. Our weighted-average interest rate was 5.4% and 4.1% for the second quarter of 2005 and 2004, respectively.

Losses from equity investees decreased by $3.4 million, or 49.1%, compared to the prior year. Decreased losses from CareerBuilder and Seattle Times were partially offset by increases in losses from Cross Media Services.

Our effective tax rate was higher in the second quarter of 2005 compared to the prior year, due to the net effect of the favorable resolution of tax issues in both years. Our effective tax rate was 36.1% compared to 35.0% in the same period in 2004.

CONSOLIDATED RESULTS OF OPERATIONS: TWO QUARTERS ENDED JUNE 26, 2005 COMPARED TO TWO QUARTERS ENDED JUNE 27, 2004:

Diluted earnings per share was $1.79 for the two quarters ended June 26, 2005 compared with $1.78 for the two quarters ended June 27, 2004. Included in earnings per share are $0.12 from the favorable resolution of prior-years’ tax issues, including interest, offset by $0.01 for severance in Detroit. Included in last year’s earnings per share for the two quarters ended June 27, 2004, were $0.06 from the favorable resolution of prior years’ tax issues, including interest, and $0.04 from favorable adjustments in Detroit, primarily arising from post-retirement benefits.

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Total advertising revenue for the two quarters ended 2005 was $1.170 billion, up 2.7%, from $1.140 billion compared to the same period in 2004. Total operating revenue was $1.486 billion, up 0.9% from $1.472 billion compared to last year. Total operating income for the two quarters ended was $254.2 million, down 4.5%, from $266.1 million compared to the same period in 2004. Excluding the Detroit severance and adjustments referenced above, operating profit would have been down 2.1%. Net income of $134.9 million was down 5.1% from $142.2 million compared to 2004. Excluding the adjustments referenced above, net income would have been down 6.4%.

Operating Revenue

For the first two quarters of 2005, retail, national and classified revenue represented 44.7%, 16.2% and 39.1%, respectively, of total advertising revenue. Advertising, circulation and other revenue represented 78.8%, 17.9% and 3.3%, respectively, of total operating revenue.

The table below presents operating revenue and related statistics for our operations for the comparable quarters (in thousands):

	Two Quarter Ended
	June 26, 2005		June 27, 2004		Variance			% Change
Operating revenue
Advertising
Retail	$	522,795	$	509,518	$	13,277		2.6
National		189,872		191,735		(1,863	)	(1.0	)
Classified		457,668		438,338		19,330		4.4
Total		1,170,335		1,139,591		30,744		2.7
Circulation		266,564		275,615		(9,051	)	(3.3	)
Other		49,339		57,281		(7,942	)	(13.9	)
Total operating revenue	$	1,486,238	$	1,472,487	$	13,751		0.9
Average circulation
Daily		3,676		3,782		(106	)	(2.8	)
Sunday		4,976		5,131		(155	)	(3.0	)
Advertising linage (full-run)
Retail		6,585.8		6,788.3		(202.5	)	(3.0	)
National		1,613.0		1,655.5		(42.5	)	(2.6	)
Classified		9,074.5		9,238.2		(163.7	)	(1.8	)
Total		17,273.3		17,682.0		(408.7	)	(2.3	)
Factored part-run linage		1,247.7		1,240.5		7.2		0.6
Total preprints inserted		3,803.7		3,752.3		51.4		1.4

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The increase in advertising revenue is primarily due to retail revenue, classified employment and classified real estate revenue. The largest increases were in Miami, up 4.1%, and Contra Costa, up 5.1%. Philadelphia had the largest shortfall, down 3.3%.

Retail revenue for the first two quarters of 2005, compared with the same period in 2004, was up 2.6%. A 3.1% increase in the full-run average rate, a 9.8% increase in part-run revenue, a 3.1% increase in preprint revenue, an 8.2% increase in online revenue and an 11.3% increase in special publication were partially offset by a 3.0% decrease in full-run linage.

For the first two quarters of 2005, national revenue decreased 1.0% compared to the same period in 2004. The decrease in national revenue was primarily due to a 2.6% decrease in full-run linage, a 3.0% decrease in the full-run average rate and a 7.7% decrease in specialized publication revenue. These unfavorable variances were partially offset by a 56.2% increase in online revenue, a 13.2% increase in preprint revenue and a 53.9% increase in TMC revenue.

For the first two quarters of 2005, classified revenue was up 4.4% compared to the same period in 2005. The increase in classified revenue was driven by increases of 61.8% in online revenue, 17.3% in part-run revenue, 45.6% in specialized publication revenue and 78.9% in other classified revenue. These favorable variances were partially offset by a decrease of 2.8% in the full-run average rate and a 1.8% decrease in full-run linage.

Circulation revenue decreased 3.3% for the first two quarters of 2005 compared to the same period in 2004, due to a 2.8% decrease in circulation copies and a 0.6% decrease in the average rate.

Other revenue decreased by $7.9 million, or 13.9%, from the first two quarters in 2004. The unfavorable variance was largely due to three factors related to Detroit: the absence of last year’s favorable adjustments (primarily post-retirement benefits), the cost of this year’s severance and reduced operating earnings.

Operating Costs

The table below presents operating costs for our operations for the two quarters ended (in thousands):

	Two Quarters Ended
	June 26, 2005		June 27, 2004		Variance			% Change
Operating costs
Labor and employee benefits	$	612,998	$	607,030	$	5,968		1.0
Newsprint, ink and supplements		202,539		193,799		8,740		4.5
Other operating costs		368,877		353,072		15,805		4.5
Depreciation and amortization		47,608		52,517		(4,909	)	(9.3	)
Total operating costs	$	1,232,022	$	1,206,418	$	25,604		2.1

The increase in labor and employee benefits for the first two quarters of 2005 from the comparable period in 2004 was due to increased salary expense, partially offset by reduced employee benefits

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expense. The increase in labor was due to a 2.5% increase in the average rate per FTE, partially offset by a 17.4% decrease in commission expense. Benefit costs declined as a 29.6% increase in pension expense was more than offset by declines in other postretirement benefit expense, down 56.8%, and employee insurance expense, down 12.7%.

Newsprint, ink and supplements increased $8.7 million, or 4.5%, in the first two quarters of 2005 compared to the comparable period in 2004, due to an 8.9% increase in the average price per ton of newsprint and a 12.0% increase in supplement, partially offset by a 4.2% decrease in consumption and a 12.4% decrease in ink expense.

Other operating costs increased by $15.8 million, or 4.5%, compared to the prior year, due to increases in general and administrative costs and production costs. The increase in general and administrative costs was primarily due to advertising, marketing and promotion expense, settlement expense, other outside service expense and other general and administrative expense. These increases were partially offset by reductions in bad debt expense and recruitment expense. The increase in production costs was due to online cost of goods sold, partially offset by a decrease in office repairs and maintenance.

Depreciation and amortization decreased $4.9 million, or 9.3%, compared with the prior year due to lower levels of capital spending in recent years, excluding the Kansas City plant construction costs. The Kansas City plant construction costs are accounted for as construction in progress and depreciation will begin later this year when portions of the plant are placed in service.

Net interest expense increased $12.9 million, or 51.0%, in the first two quarters of 2005 from the same period of 2004, due to increases in the average debt outstanding and an increase in the weighted-average interest rate.

Losses from equity investees decreased by $2.4 million, or 15.8%, compared to the prior year primarily due to improved results from CareerBuilder, Classified Ventures and SP Newsprint Co.

Our effective tax rate was higher in the two quarters ended June 26, 2005 compared to the same period in the prior year, due to the net effect of the favorable resolution of tax issues in both years. Our effective tax rate was 32.5% compared to 35.5% in the same period in 2004.

Liquidity and Capital Resources

Cash was $38.9 million at June 26, 2005, compared with $24.5 million at December 26, 2004. During the two quarters ended June 26, 2005, cash flows from commercial paper borrowings, operating activities and proceeds from stock option exercises and employee stock purchases were used to fund treasury stock purchases, the payment of common stock dividends, purchases of property, plant and equipment, and the acquisition of, and investments in, certain businesses.

At June 26, 2005, working capital was $125.7 million, compared with $70.0 million at December 26, 2004. The increase in working capital was due to a $70.1 million decrease in accounts payable and a $15.9 million decrease in accrued compensation and withholdings, partially offset by a $30.8 million decrease in accounts receivable. The decreases in accounts receivable, accrued expenses and other liabilities and accrued compensation and withholdings were due to the timing of payments.

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We invest excess cash in short-term investments, depending on projected cash needs for operations, capital expenditures and other business purposes. We supplement our internally generated cash flow with a combination of short- and long-term borrowings. Average outstanding commercial paper for the two quarters ended June 26, 2005 was $338.4 million, with an average effective interest rate of 2.8%. At June 26, 2005, our $1 billion revolving credit agreement, which supports the commercial paper and our letters of credit outstanding, had remaining availability of $594.5 million. The revolving credit facility contains covenants, including limitations on the ratio of total debt to earnings before interest, taxes, depreciation and amortization (EBITDA) not to exceed 4.5 to 1, and matures in 2009.

As of June 26, 2005, our percentage of variable-rate borrowings was approximately 65.1%. Over the past three years, we have entered into various interest rate swap agreements to manage interest rate exposure. These swap agreements expire at various dates in 2005, 2007, 2009 and 2011, and effectively convert an aggregate principal amount of $700 million of fixed-rate long-term debt into variable-rate borrowings. The variable interest rates are based on the three- or six-month LIBOR plus a rate spread. For the quarter ended June 26, 2005, the weighted-average variable interest rate under these agreements was 5.6% versus the weighted-average fixed rate of 7.9%. We do not trade or engage in hedging for speculative or trading purposes, and hedging activities are transacted only with highly rated financial institutions, reducing the exposure to credit risk.

During the quarter ended June 26, 2005, Standard and Poor’s and Fitch reduced their ratings on our short- and long-term debt. On July 22, 2005, Standard and Poor’s reduced their rating on our long-term debt with a stable outlook. The following table provides our current debt ratings.

	Short-Term Debt	Long-Term Debt
Moody’s	P1	A2
Standard & Poor’s	A2	BBB+
Fitch	F2	A-

Our future ability to borrow funds and the interest rates on those funds could be adversely impacted by a decline in our debt ratings and by negative conditions in the debt capital markets.

During the two quarters ended June 26, 2005, we made acquisitions totaling $46.3 million, consisting of the Palo Alto Daily News, a new homes guide in Miami, The Keller Citizen and a 25% ownership interest in Topix.net. Also during the two quarters ended June 26, 2005, we repurchased 3.1 million shares of Knight Ridder stock, leaving remaining authorization of 1.8 million shares at quarter’s end. On July 19, 2005, the Board of Directors approved an authorization to repurchase an additional 10 million shares of our common stock. Shares outstanding at the end of the second quarter of 2005 were 73.8 million.

Our operations have historically generated strong positive cash flow that, along with our commercial paper program, revolving credit lines and our ability to issue public debt, have provided adequate liquidity to meet short- and long-term cash requirements, including requirements for working capital and capital expenditures.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The following represents an update of our market-sensitive financial information. This information contains forward-looking statements and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 26, 2004. We have approximately $1.1 billion in floating rate debt obligations, including approximately $406 million in commercial paper, at June 26, 2005 that are subject to significant changes in the amount of interest expense we might incur. Assuming the current level of variable rate borrowings of $1.1 billion, a 1% increase or decrease in the average interest rate would result in an increase or decrease in annual interest expense of $11 million.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, under the supervision and with the participation of management, including the chief executive officer and chief financial officer. That evaluation revealed no material weaknesses in our disclosure controls and procedures. It confirmed that these current practices are effective in alerting us, within the time periods specified by the Securities and Exchange Commission, to any material information regarding Knight Ridder and its consolidated subsidiaries. Moreover, it confirmed our ability to record, process, summarize and report such information on an equally timely basis. Our management, including the chief executive officer and chief financial officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the chief executive officer and chief financial officer concluded that there has been no such change during the quarter covered by this report.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in litigation and administrative proceedings, primarily libel and copyright infringement actions, bankruptcy proceedings involving the company’s advertisers, and environmental and other legal proceedings that have arisen in the ordinary course of business. In the opinion of management, our liability, if any, under any pending litigation or administrative proceedings, will not materially affect our consolidated financial position or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth our common stock open market repurchases for the second quarter of 2005:

Fiscal Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(1)	Maximum Number of Shares that May Yet Be Purchased Under the Program
Mar 28, 2005 through May 1, 2005(2)	1,220,000	$	65.63	1,220,000	2,278,300
May 2, 2005 through May 29, 2005	245,000		64.18	245,000	2,033,300
May 30, 2005 through June 26, 2005	190,000		62.31	190,000	1,843,300
Total	1,655,000			1,655,000

1. On January 28, 2003, the Board of Directors announced the repurchase of up to 6 million shares of our common stock. On July 19, 2005, the Board of Directors announced the repurchase of up to an additional 10 million shares of our common stock.

2. On March 28, 2005, we repurchased 500,000 shares of our common stock pursuant to a contract, which will settle within nine months from the purchase date. The estimated cost of repurchasing the shares was paid in advance. The final price of repurchasing these shares will be based on the closing price as reported by the NYSE at the beginning of the contract and the difference between that price and the volume weighted-average price (VWAP) over the life of the contract. The difference is paid at the end of the contract period in cash or shares, at our option (limited to the number of shares multiplied by the change in share price). Had we settled this contract as of June 26, 2005, we would have received approximately $330,000. Had we settled all currently outstanding contracts as of June 26, 2005, we would have received approximately $1,082,000.

Item 4. Submission of Matters to a Vote of Security Holders.

(a) Our Annual Meeting of Shareholders was held on April 26, 2005.

(b) Shareholders voted on the following proposals:

A proposal to elect 4 directors for a three-year term ending 2008, as follows:

	Common Stock Voted
	For	Withheld
P. Anthony Ridder	61,081,664	2,095,916
Mark A. Ernst	62,822,976	2,354,604
Vasant Prabhu	62,244,756	932,824
John E. Warnock	62,508,923	668,657
Continuing Directors:
Kathleen Foley Feldstein
Thomas P. Gerrity
Ronald D. Mc Cray
Pat Mitchell
M. Kenneth Oshman
Gonzalo F. Valdes-Fauli

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A proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the company for 2005:

Common Stock Voted

For	Against	Abstain	Broker Non-Votes
55,241,080	7,517,289	419,211	0

Re-approve the material terms of our Annual Incentive Plan:

Common Stock Voted

For	Against	Abstain	Broker Non-Votes
61,194,889	1,523,254	459,437	0

Approve the amendment and restatement of our Employee Stock Option Plan as the Knight-Ridder, Inc. Employee Equity Incentive Plan:

Common Stock Voted

For	Against	Abstain	Broker Non-Votes
43,203,595	10,801,752	3,914,190	5,258,043

Approve an amendment to our Employee Stock Option Plan to increase by 2.2 million the number of shares of common stock reserved for issuance:

Common Stock Voted

For	Against	Abstain	Broker Non-Votes
35,438,848	18,552,311	3,928,378	5,258,043

A shareholder proposal requesting that the positions of Chairman and CEO be separated:

Common Stock Voted

For	Against	Abstain	Broker Non-Votes
18,128,975	35,796,587	3,993,975	5,258,043

Item 6. Exhibits.

(a) Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

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SIGNATURE

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.

	KNIGHT-RIDDER, INC.
	(Registrant)
Date: August 2, 2005	/s/ Gary R. Effren
	Gary R. Effren
	Vice President/Finance
	(Principal Accounting Officer and Duly
	Authorized Officer of Registrant)

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Exhibit Index

(b) Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-15(a) and Rule 15d-15(a) of the Securities Exchange Act, as amended.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

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EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

of the Securities Exchange Act, as amended.

I, P. Anthony Ridder, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Knight-Ridder, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 2, 2005	/s/ P. Anthony Ridder
	P. Anthony Ridder
	Chairman and Chief Executive Officer

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EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

of the Securities Exchange Act, as amended.

I, Steven B. Rossi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Knight-Ridder, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 2, 2005	/s/ Steven B. Rossi
	Steven B. Rossi
	Chief Financial Officer and Senior Vice President/Finance

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EX-32

Exhibit 32

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

In connection with the Quarterly Report of Knight-Ridder, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 26, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), P. Anthony Ridder, Chairman and Chief Executive Officer, and Steven B. Rossi, Chief Financial Officer and Senior Vice President/Finance of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 2, 2005

/s/ P. Anthony Ridder

P. Anthony Ridder

Chairman and Chief Executive Officer

/s/ Steven B. Rossi

Steven B. Rossi

Chief Financial Officer and Senior Vice

President/Finance

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