Back to GetFilings.com




QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)  

ý

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

For the quarterly period ended June 30, 2003

OR

o

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

  Registrant; State of Incorporation;
Address and Telephone Number

  IRS Employer Number
Identification No.


1-14764

 

Cablevision Systems Corporation
Delaware
1111 Stewart Avenue
Bethpage, New York 11714
(516) 803-2300

 

11-3415180

1-9046

 

CSC Holdings, Inc.
Delaware
1111 Stewart Avenue
Bethpage, New York 11714
(516) 803-2300

 

11-2776686

        Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Cablevision Systems Corporation   Yes ý    No o
CSC Holdings, Inc.   Yes ý    No o

        Number of shares of common stock outstanding as of August 1, 2003:

Cablevision NY Group Class A Common Stock—   219,494,605
Cablevision NY Group Class B Common Stock—   67,217,427
CSC Holdings, Inc. Common Stock—   5,000,000




PART I. FINANCIAL INFORMATION

        For information required by Item 1 and Item 2, refer to Index to Financial Statements on page 8.

        As described in Note 18 to the condensed consolidated financial statements of Cablevision Systems Corporation and subsidiaries and Note 17 to the condensed consolidated financial statements of CSC Holdings, Inc. and subsidiaries, KPMG, the independent accountants for Cablevision and CSC Holdings, has advised Cablevision and CSC Holdings that, due to the status of an investigation by outside counsel into certain improper expense recognition, it is currently unable to complete its review under Statement of Auditing Standards No. 100 ("SAS 100") of the unaudited condensed consolidated financial statements included in this Form 10-Q. When such review is completed and KPMG has rendered a SAS 100 review, Cablevision and CSC Holdings will amend this Form 10-Q.


Item 3.    Quantitative And Qualitative Disclosures About Market Risk

        Cablevision Systems Corporation is exposed to market risks from changes in certain equity security prices and interest rates. Our exposure to interest rate movements results from our use of floating and fixed rate debt to fund our working capital, capital expenditures, and other operational and investment requirements. To manage interest rate risk, we have entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and/or convert fixed rate borrowings to variable rates to provide an economic hedge against the risk of higher borrowing costs in a declining interest rate environment. In addition, from time to time we may utilize short-term interest rate lock agreements to hedge the risk that the cost of a future issuance of fixed rate debt may be adversely affected by changes in interest rates. We do not enter into interest rate swap contracts for speculative or trading purposes.

        Our exposure to changes in equity security prices stems primarily from the Comcast Corporation, AT&T Corp., Charter Communications, Inc., AT&T Wireless Services, Inc., General Electric Company, Leapfrog Enterprises, Inc. and Adelphia Communications Corporation common stock held by us. We have entered into prepaid forward contracts to hedge our equity price risk and to monetize the value of these securities. These contracts, at maturity, are expected to offset negative changes in the fair value of these securities, while allowing for certain upside appreciation potential. In the event of an early termination of such contracts, however, we would be obligated to repay the monetization indebtedness less the sum of the fair value of the underlying stock and the fair value of the equity collar, calculated at the termination date. The underlying stock and equity collars are carried at fair market value on our consolidated balance sheet and the monetization indebtedness is carried at its accreted value.

        Fair Value of Debt:    Based on the level of interest rates prevailing at June 30, 2003, the fair value of our fixed rate debt and redeemable preferred stock of $7,527.9 million exceeded its carrying value of $7,288.1 million by approximately $239.8 million. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Our floating rate borrowings bear interest at current market rates and thus approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at June 30, 2003 would decrease the estimated fair value of fixed rate debt and redeemable preferred stock instruments by approximately $349.7 million to $7,877.6 million. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.

        Interest Rate Derivative Contracts:    As of June 30, 2003, we had outstanding interest rate swap contracts to convert floating rate debt to fixed rate debt covering a total notional principal amount of $1,000.0 million. As of June 30, 2003, the fair market value of these interest rate swap contracts was approximately $3.4 million, a net liability position, as reflected under derivative contracts in our consolidated balance sheet. Assuming an immediate and parallel shift in interest rates across the yield curve, a 100 basis point decrease in interest rates from June 30, 2003 prevailing levels would decrease the fair market value of these contracts by approximately $3.4 million to a net liability position of $6.8 million.

        In addition, we had outstanding prepaid interest rate swap contracts with a notional value of $1,115.0 million entered into in connection with our monetization transactions. As of June 30, 2003, such contracts had a fair market value of $69.2 million, a net liability position, reflected as liabilities under derivative contracts in our consolidated balance sheet. Assuming an immediate and parallel shift in interest

2



rates across the yield curve, a 100 basis point increase in interest rates from June 30, 2003 prevailing levels would decrease the fair market value of these contracts by approximately $25.2 million to a liability of $94.4 million.

        Equity Price Risk:    As of June 30, 2003, the fair market value and the carrying value of our holdings of Comcast, AT&T, Charter Communications, AT&T Wireless, General Electric, Leapfrog and Adelphia Communications common stock aggregated $1,152.0 million. Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $115.2 million. As of June 30, 2003, the net fair value and the carrying value of the equity collar component of the prepaid forward contracts entered into to hedge the equity price risk of Comcast, AT&T, Charter Communications, AT&T Wireless, General Electric, Leapfrog and Adelphia Communications aggregated $600.6 million, a net receivable position. The maturities of these prepaid forward contracts are summarized in the following table:

Security

  # of Shares Deliverable
  Maturity
Comcast   7,159,205   2005
    7,159,206   2006
AT&T   4,426,093   2005
    4,426,093   2006
Charter Communications   1,862,229   2005
    5,586,687   2006
    3,724,460   2007
AT&T Wireless   7,121,583   2005
    7,121,583   2006
General Electric   12,742,032   2006
Adelphia Communications   1,010,000   2005
Leapfrog   800,000   2007

        Other:    As of June 30, 2003, the fair value of the exchange right and put option related to CSC Holdings, Inc.'s Series A Exchangeable Participating Preferred Stock amounted to $37.8 million, a net liability position, reflected as a liability under derivative contracts in the consolidated balance sheet. Assuming a 10% increase in the market price of the underlying Cablevision common stock and no changes in interest rates and volatility, the potential decrease in the fair value of the exchange right and put option would be approximately $11.6 million, to a liability of $49.4 million.


Item 4.    Controls and Procedures

        An evaluation was carried out under the supervision and with the participation of Cablevision's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Securities and Exchange Commission rules). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

        In response to the improper expense recognition at the national services division of Rainbow Media Holdings, the Company has reinforced and enhanced existing policies and procedures (including those related to expense recognition and accruals and required support for payments and accruals), adopted new policies and procedures (including vendor payment guidelines, signature and password protection, and communication of information to those responsible for the preparation of financial statements), required additional support and approval for certain types of payments and accruals, and established enhanced training programs for education of appropriate employees regarding their role in the fair, accurate and complete accumulation of financial and other information contained in the Company's consolidated financial statements.

3



PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

        On April 25, 2001, At Home Corporation commenced a lawsuit in the Court of Chancery of the State of Delaware alleging that Cablevision had breached its obligations under certain agreements with At Home. The suit sought a variety of remedies including: rescission of the agreements between At Home and Cablevision and cancellation of all warrants held by Cablevision, damages, and/or an order prohibiting Cablevision from continuing to offer its Optimum Online service and requiring it to convert its Optimum Online customers to the Optimum@Home service and to roll out the Optimum@Home service. On September 28, 2001, At Home filed a petition for reorganization in federal bankruptcy court. In connection with the liquidation of At Home, the claims in this lawsuit, among others, were assigned to the General Unsecured Creditors Liquidated Trust ("GUCLT").

        On June 26, 2003, the GUCLT initiated a separate action against Cablevision brought in the United States District Court for the Northern District of California. The California action stems from a May 1997 agreement between Cablevision and At Home that is no longer in effect. The GUCLT seeks monetary damages of "at least $12.5 million" due to the claimed failure by Cablevision to make alleged required payments to At Home during the 2001 calendar year.

        On July 29, 2003, based on an agreed Stipulation filed jointly by Cablevision and the GUCLT, the Court dismissed the Delaware action with prejudice, other than solely with respect to the specific claims brought by the GUCLT in the California action.

        On April 29, 2002, Yankees Entertainment & Sports Network, LLC (the "YES Network") filed a complaint and, on September 24, 2002, an amended complaint against the Company in the United States District Court, Southern District of New York. The lawsuit arises from the failure of the YES Network and the Company to reach agreement on the carriage of programming of the YES Network (primarily New York Yankees baseball games and New Jersey Nets basketball games) on the Company's cable television systems. The amended complaint alleges a variety of anticompetitive acts and seeks declaratory judgments as to violations of laws, treble damages and injunctive relief, including an injunction requiring the Company to carry the YES Network on its cable television systems. The Company believes that the claims set forth in the complaint are without merit and intends to contest the lawsuit vigorously.

        On March 31, 2003, YES Network and Cablevision reached an agreement pursuant to which Cablevision began carrying programming of the YES Network. Under this agreement, Cablevision will carry the programming for one year under interim arrangements while the parties seek to finalize the terms of a definitive long-term affiliation agreement. If the parties do not reach agreement on the terms of the long-term arrangement, those terms will be established by arbitration. The final terms established will be retroactively applied to March 31, 2003 and Cablevision has agreed to pay YES Network for certain revenue reductions and expenses that YES Network might experience, during the term of the one-year interim agreement, under the "most favored nations" provisions of YES Network's affiliation agreements with certain other distributors. As contemplated by the agreement, the litigation with the YES Network has been stayed and, ultimately, the agreement contemplates that it will be dismissed.

        In August 2002, purported class actions naming as defendants the Company and each of its directors were filed in the Delaware Chancery Court. The actions, which allege breach of fiduciary duties and breach of contract with respect to the exchange of the Rainbow Media Group tracking stock for Cablevision NY Group common stock, were purportedly brought on behalf of all holders of publicly traded shares of Rainbow Media Group tracking stock. The actions seek to (i) enjoin the exchange of Rainbow Media Group tracking stock for Cablevision NY Group common stock, (ii) enjoin any sales of "Rainbow Media Group assets," or, in the alternative, award rescissory damages, (iii) if the exchange is completed, rescind it or award rescissory damages, (iv) award compensatory damages, and (v) award costs and disbursements. The actions were consolidated into one action on September 17, 2002, and on October 3, 2002, the Company filed a motion to dismiss the consolidated action. The action is currently stayed by agreement of the parties pending resolution of a related action brought by one of the plaintiffs to compel the inspection of certain books and records of the Company. The Company believes the claims are without merit and intends to contest the lawsuits vigorously.

        In August 2003, a purported class action naming as defendants the Company, directors and officers of the Company and certain current and former officers and employees of the Company's Rainbow Media

4



Holdings and American Movie Classics subsidiaries was filed in New York Supreme Court by the Teachers Retirement System of Louisiana. The actions relate to the August 2002 Rainbow Media Group tracking stock exchange and allege, among other things, that the exchange ratio was based upon a price of the Rainbow Media Group tracking stock that was artificially deflated as a result of the improper recognition of certain expenses at the national services division of Rainbow Media Holdings. The complaint alleges breaches by the individual defendants of fiduciary duties. The complaint also alleges breaches of contract and unjust enrichment by the Company. The complaint seeks monetary damages and such other relief as the court deems just and proper. The Company intends to contest the lawsuit vigorously.


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

        The Company's Annual Meeting of Stockholders was held on June 3, 2003. The following matters were voted upon at the Company's Annual Meeting of Stockholders:

Election of Directors:

Class A Directors:        
  Charles D. Ferris:   For:
Votes withheld:
  143,432,278
39,146,599
  Richard H. Hochman:   For:
Votes withheld:
  170,384,499
12,194,378
  Victor Oristano:   For:
Votes withheld:
  170,357,210
12,221,667
  Vincent Tese:   For:
Votes withheld:
  171,207,397
10,371,480
  Thomas V. Reifenheiser:   For:
Votes withheld:
  172,600,953
9,977,924
  Vice Admiral John R. Ryan USN (Ret.):   For:
Votes withheld:
  172,581,210
9,997,667
Class B Directors:            
  Charles F. Dolan   Thomas C. Dolan   For:   672,174,270
  James L. Dolan   Steven Rattner   Votes withheld:   0
  Patrick F. Dolan   John Tatta        

Each of the above nominees for election by the Class B common stockholders received the same vote as indicated above.

Class B Directors continued:            
  William J. Bell       For:   672,142,370
  Sheila A. Mahony       Votes withheld:   31,900

Each of the above nominees for election by the Class B common stockholders received the same vote as indicated above.

Ratification and approval of KPMG LLP

  Class A Common Stock:       For:   180,941,399
          Against:   1,571,802
        Abstain:   65,676
 
Class B Common Stock:

 

 

 

For:

 

672,142,370
        Against:   31,900
        Abstain:   0

Approval of Amendments to the Employee Stock Plan

             

5


  Class A Common Stock:       For:   127,124,829
        Against:   44,410,415
        Abstain:   84,882
  Class B Common Stock:       For:   672,174,270
        Against:   0
        Abstain:   0

Approval of the Long-Term Incentive Plan

  Class A Common Stock:       For:   150,592,123
        Against:   4,890,228
        Abstain:   99,445
  Class B Common Stock:       For:   672,142,370
        Against:   31,900
        Abstain:   0

Approval of the Executive Performance Incentive Plan

  Class A Common Stock:       For:   149,808,311
        Against:   4,744,203
        Abstain:   105,669
  Class B Common Stock:       For:   672,142,370
        Against:   31,900
        Abstain:   0

Approval of Amendments to the Non-Employee Director Stock Plan

  Class A Common Stock:       For:   140,453,283
        Against:   41,319,458
        Abstain:   111,863
  Class B Common Stock:       For:   672,142,370
        Against:   31,900
        Abstain:   0

Item 6. Exhibits and Reports on Form 8-K

  10.1   Employment Agreement, dated as of April 29, 2003, between Cablevision Systems Corporation and James L. Dolan

 

10.2

 

Employment Agreement, dated as of June 11, 2003, between Cablevision Systems Corporation and Hank Ratner

 

10.3

 

Retirement Agreement, dated as of June 23, 2003, among Cablevision Systems Corporation, CSC Holdings, Inc. and Sheila Mahony

 

31.1

 

Section 302 Certification of the CEO

 

31.2

 

Section 302 Certification of the CFO

 

32

 

Section 906 Certification of the CEO and CFO

        Cablevision Systems Corporation filed Current Reports on Form 8-K with the Commission on April 1, 2003, May 15, 2003, June 18, 2003, July 3, 2003, and August 7, 2003.

        CSC Holdings, Inc. filed Current Reports on Form 8-K with the Commission on April 1, 2003, May 15, 2003, June 18, 2003, July 3, 2003, and August 7, 2003.

6



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


 

 

CABLEVISION SYSTEMS CORPORATION
CSC HOLDINGS, INC.

Date: August 14, 2003

 

By:

/s/  
WILLIAM J. BELL      
William J. Bell as Vice Chairman and Principal Financial Officer of Cablevision Systems Corporation and CSC Holdings, Inc.

Date: August 14, 2003

 

By:

/s/  
ANDREW B. ROSENGARD      
Andrew B. Rosengard as Executive Vice President, Finance and Principal Accounting Officer of Cablevision Systems Corporation and CSC Holdings, Inc.

7



INDEX TO FINANCIAL STATEMENTS

 
   
  Page
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Item 1.

 

Financial Statements

 

 

 

 

Condensed Consolidated Balance Sheets—June 30, 2003 (unaudited)
and December 31, 2002

 

I-1

 

 

Condensed Consolidated Statements of Operations—Three and Six
Months Ended June 30, 2003 and 2002 (unaudited)

 

I-3

 

 

Condensed Consolidated Statements of Cash Flows—Six Months
Ended June 30, 2003 and 2002 (unaudited)

 

I-4

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

I-5

Item 2.

 

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

 

I-20

CSC HOLDINGS, INC. AND SUBSIDIARIES

Item 1.

 

Financial Statements

 

 

 

 

Condensed Consolidated Balance Sheets—June 30, 2003 (unaudited)
and December 31, 2002

 

II-1

 

 

Condensed Consolidated Statements of Operations—Three and Six
Months Ended June 30, 2003 and 2002 (unaudited)

 

II-3

 

 

Condensed Consolidated Statements of Cash Flows—Six Months
Ended June 30, 2003 and 2002 (unaudited)

 

II-4

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

II-5

Item 2.

 

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

 

II-16

8



CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar in thousands)

 
  June 30,
2003

  December 31,
2002

 
  (unaudited)

   
ASSETS            

Current Assets:

 

 

 

 

 

 
 
Cash and cash equivalents

 

$

293,028

 

$

125,940
  Accounts receivable trade (less allowance for doubtful accounts of $69,218 and $57,860)     301,223     286,335
  Notes and other receivables, current     64,422     78,010
  Inventory, prepaid expenses and other current assets     67,763     65,102
  Feature film inventory, net     70,734     66,617
  Assets held for sale         66,733
  Advances to affiliates     61,902     178,491
   
 
    Total current assets     859,072     867,228

Property, plant and equipment, net

 

 

4,616,844

 

 

4,666,307
Investments in affiliates     53,407     59,726
Investment securities     23     310,336
Investment securities pledged as collateral     1,152,038     662,274
Other investments     2,965     17,514
Notes and other receivables     88,095     96,945
Derivative contracts     642,972     705,020
Other assets     45,532     46,276
Long-term feature film inventory, net     213,746     232,221
Deferred carriage fees, net     125,942     139,578
Franchises, net of accumulated amortization of $2,182 and $1,208     735,489     732,401
Affiliation, broadcast and other agreements, net of accumulated amortization of $307,260 and $278,466     266,959     295,753
Excess costs over fair value of net assets acquired and other intangible assets, net of accumulated amortization of $20,572 and $18,448     1,554,449     1,556,573
Deferred financing, acquisition and other costs, net of accumulated amortization of $53,630 and $46,007     91,736     100,101
   
 
    $ 10,449,269   $ 10,488,253
   
 

See accompanying notes to condensed consolidated financial statements.

I-1



CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(continued)

 
  June 30,
2003

  December 31,
2002

 
 
  (unaudited)

   
 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY              

Current Liabilities:

 

 

 

 

 

 

 
 
Accounts payable

 

$

328,565

 

$

438,449

 
  Accrued liabilities     776,629     863,926  
  Accounts payable to affiliates     15,589     17,772  
  Deferred revenue, current     59,210     113,402  
  Feature film and contract obligations     67,777     72,310  
  Liabilities held for sale         85,625  
  Liabilities under derivative contracts     41,286     1,395  
  Current portion of bank debt     11,893     5,768  
  Current portion of capital lease obligations     14,803     14,977  
   
 
 
    Total current liabilities     1,315,752     1,613,624  

Feature film and contract obligations, long-term

 

 

194,996

 

 

229,431

 
Deferred revenue     16,361     17,479  
Deferred tax liability     341,760     176,655  
Liabilities under derivative contracts     111,626     104,949  
Other long-term liabilities     222,142     225,519  
Bank debt, long-term     1,736,150     2,080,000  
Collateralized indebtedness     1,590,782     1,234,106  
Senior notes and debentures     3,692,236     3,691,772  
Subordinated notes and debentures     599,165     599,128  
Capital lease obligations, long-term     68,494     71,231  
   
 
 
  Total liabilities     9,889,464     10,043,894  
   
 
 
Minority interests     636,960     623,897  
   
 
 
Preferred Stock of CSC Holdings, Inc.     1,622,343     1,544,294  
   
 
 
Commitments and contingencies              

Stockholders' deficiency:

 

 

 

 

 

 

 
  Preferred Stock, $.01 par value, 50,000,000 shares authorized, none issued          
  CNYG Class A Common Stock, $.01 par value, 800,000,000 shares authorized, 241,310,832 and 234,708,069 shares issued and 219,494,605 and 212,891,842 outstanding     2,413     2,347  
  CNYG Class B Common Stock, $.01 par value, 320,000,000 shares authorized, 67,217,427 and 67,242,427 shares issued and outstanding     672     672  
  RMG Class A Common Stock, $.01 par value, 600,000,000 shares authorized, none issued          
  RMG Class B Common Stock, $.01 par value, 160,000,000 shares authorized, none issued          
  Paid-in capital     1,110,517     1,107,893  
  Accumulated deficit     (2,451,560 )   (2,473,204 )
   
 
 
      (1,337,958 )   (1,362,292 )
 
Treasury stock, at cost (21,816,227 shares)

 

 

(359,750

)

 

(359,750

)
  Accumulated other comprehensive loss     (1,790 )   (1,790 )
   
 
 
  Total stockholders' deficiency     (1,699,498 )   (1,723,832 )
   
 
 
    $ 10,449,269   $ 10,488,253  
   
 
 

See accompanying notes to condensed consolidated financial statements.

I-2



CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2003
  2002
  2003
  2002
 
Revenues, net   $ 973,269   $ 900,197   $ 1,974,006   $ 1,830,642  
   
 
 
 
 
Operating expenses:                          
  Technical and operating (see Note 18)     425,319     360,647     899,419     827,602  
  Selling, general and administrative (see Note 18)     260,688     213,845     493,725     438,100  
  Restructuring charges     7,883     4,465     3,419     4,465  
  Depreciation and amortization     246,340     218,641     501,713     423,418  
   
 
 
 
 
      940,230     797,598     1,898,276     1,693,585  
   
 
 
 
 
    Operating income     33,039     102,599     75,730     137,057  
   
 
 
 
 
Other income (expense):                          
  Interest expense     (134,509 )   (131,573 )   (263,903 )   (253,586 )
  Interest income     4,699     10,682     10,263     14,571  
  Equity in net income (loss) of affiliates     448,988     (12,543 )   440,954     (22,245 )
  Write-off of deferred financing costs                 (620 )
  Gain (loss) on investments, net     150,663     (507,151 )   168,092     (925,601 )
  Gain (loss) on derivative contracts, net     (115,543 )   522,536     (126,251 )   818,075  
  Loss on early extinguishment of debt         (17,237 )       (17,237 )
  Minority interests     (57,790 )   (70,688 )   (114,439 )   (114,601 )
  Miscellaneous, net     (853 )   (294 )   (3,398 )   (5,001 )
   
 
 
 
 
      295,655     (206,268 )   111,318     (506,245 )
   
 
 
 
 
Income (loss) from continuing operations before income taxes     328,694     (103,669 )   187,048     (369,188 )
  Income tax (expense) benefit     (164,870 )   15,992     (143,696 )   44,045  
   
 
 
 
 
Income (loss) from continuing operations     163,824     (87,677 )   43,352     (325,143 )
Loss from discontinued operations, net of taxes (including loss of $14,608 on the sale of the retail electronics business in the six months ended June 30, 2003)     (1,764 )   (10,476 )   (21,708 )   (22,640 )
   
 
 
 
 
Net income (loss)   $ 162,060   $ (98,153 ) $ 21,644   $ (347,783 )
   
 
 
 
 
Basic net income (loss) per share:                          
  Income (loss) from continuing operations   $ 0.57   $ (0.30 ) $ 0.15   $ (1.13 )
   
 
 
 
 
  Loss from discontinued operations   $ (0.01 ) $ (0.04 ) $ (0.08 ) $ (0.08 )
   
 
 
 
 
  Net income (loss)   $ 0.57   $ (0.34 ) $ 0.08   $ (1.20 )