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: MARCH 31, 2004 OR ( ) Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from ________ to ________.

COMCAST HOLDINGS CORPORATION ~~(Exact~~
(Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1709202 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

1500 Market Street, Philadelphia, PA 19102-2148 ~~- -------------------------------------------------------------------------------- (Address~~
(Address of principal executive offices) ~~(Zip~~
(Zip Code)

Registrant's telephone number, including area code: (215) 665-1700 ~~--------------------------~~

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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b2 of the Exchange Act). Yes ~~___~~o No Xý

As of ~~March 31,~~September 30, 2004, there were 21,591,115 shares of Class A Common Stock, 916,198,519 shares of Class A Special Common Stock and 9,444,375 shares of Class B Common Stock outstanding. ~~--------------------------~~

The Registrant meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004

This Quarterly Report on Form 10-Q is for the three and nine months ended ~~March 31,~~September 30, 2004. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. Information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report. In this Quarterly Report, "Comcast Holdings," "we," "us" and "our" refer to Comcast Holdings Corporation and its subsidiaries, and "Comcast" refers to Comcast Corporation.

You should carefully review the information contained in this Quarterly Report, and should particularly consider any risk factors that we set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. You should be aware that those statements are only our predictions. In evaluating those statements, you should specifically consider various factors, including the risks and uncertainties outlined ~~below.~~below and in other reports we file with the SEC. Actual events or our actual results may differ materially from any of our forward-looking statements. ~~Our~~

Among other things, our businesses ~~maybe~~may be affected ~~by, among other things: o~~ by:

As more fully described elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2003, on September 17, 2003, we sold ~~to Liberty Media Corporation~~ our approximate 57% interest in QVC, Inc., which markets a wide variety of products directly to consumers primarily on merchandise-focused television ~~programs.~~programs, to Liberty Media Corporation. Accordingly, financial information related to QVC is presented as a discontinued operation in our financial statements.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(Dollars in millions, except share data) March 31, December 31, 2004 2003 ------------ --------------- ASSETS CURRENT ASSETS Cash and cash equivalents.................................................. $814 $1,509 Investments................................................................ 247 139 Accounts receivable, less allowance for doubtful accounts of $66 and $74... 402 453 Other current assets....................................................... 181 179 ------------ ------------ Total current assets................................................... 1,644 2,280 ------------ ------------ NOTES RECEIVABLE FROM AFFILIATE............................................... 3,798 3,310 DUE FROM AFFILIATES, net...................................................... 1,648 943 INVESTMENTS................................................................... 3,251 3,363 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,729 and $4,456.. 6,381 6,571 FRANCHISE RIGHTS.............................................................. 16,620 16,620 GOODWILL...................................................................... 5,665 5,663 OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,098 and $1,022. 1,412 1,350 OTHER NONCURRENT ASSETS, net.................................................. 272 302 ------------ ------------ $40,691 $40,402 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable........................................................... $299 $303 Accrued expenses and other current liabilities............................. 2,113 2,014 Deferred income taxes...................................................... 12 26 Current portion of long-term debt.......................................... 328 373 ------------ ------------ Total current liabilities.............................................. 2,752 2,716 ------------ ------------ LONG-TERM DEBT, less current portion.......................................... 7,832 7,828 NOTES PAYABLE TO AFFILIATES................................................... 234 61 DEFERRED INCOME TAXES......................................................... 8,408 8,288 OTHER NONCURRENT LIABILITIES.................................................. 2,136 2,289 MINORITY INTEREST............................................................. 319 316 COMMITMENTS AND CONTINGENCIES (NOTE 7) STOCKHOLDERS' EQUITY Preferred stock - authorized 20,000,000 shares; issued, zero............... Class A common stock, $1.00 par value - authorized, 200,000,000 shares; issued, 21,591,115 .................................. 22 22 Class A special common stock, $1.00 par value - authorized, 2,500,000,000 shares; issued 916,198,519................................. 916 916 Class B common stock, $1.00 par value - authorized, 50,000,000 shares; issued, 9,444,375........................................................ 9 9 Additional capital......................................................... 12,353 12,353 Retained earnings.......................................................... 5,721 5,623 Accumulated other comprehensive loss....................................... (11) (19) ------------ ------------ Total stockholders' equity............................................. 19,010 18,904 ------------ ------------ $40,691 $40,402 ============ ============

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(Dollars in millions) Three Months Ended March 31, 2004 2003 --------- ---------- REVENUES..................................................................... $2,089 $1,881 COSTS AND EXPENSES Operating (excluding depreciation)....................................... 791 720 Selling, general and administrative...................................... 548 479 Depreciation............................................................. 333 304 Amortization............................................................. 47 46 --------- ---------- 1,719 1,549 --------- ---------- OPERATING INCOME............................................................. 370 332 OTHER INCOME (EXPENSE) Interest expense......................................................... (158) (171) Interest income (expense) on affiliate notes, net........................ 41 (3) Investment loss, net..................................................... (52) (30) Equity in net losses of affiliates....................................... (8) (10) Other expense............................................................ (5) (1) --------- ---------- (182) (215) --------- ---------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND MINORITY INTEREST........................................................ 188 117 INCOME TAX EXPENSE........................................................... (87) (48) --------- ---------- INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST................... 101 69 MINORITY INTEREST............................................................ (3) (12) --------- ---------- INCOME FROM CONTINUING OPERATIONS............................................ 98 57 INCOME FROM DISCONTINUED OPERATIONS, net of tax.............................. 58 --------- ---------- NET INCOME................................................................... $98 $115 ========= ==========

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
		(Dollars in millions)
REVENUES		$	2,148		$	1,882		$	6,385		$	5,703
COSTS AND EXPENSES
	Operating (excluding depreciation)		767			661			2,267			2,054
	Selling, general and administrative		604			491			1,705			1,469
	Depreciation		333			330			967			965
	Amortization		55			49			146			136

			1,759			1,531			5,085			4,624

OPERATING INCOME			389			351			1,300			1,079
OTHER INCOME (EXPENSE)
	Interest expense		(147	)		(161	)		(452	)		(500	)
	Interest income (expense) on affiliate notes, net		54			(10	)		136			2
	Investment income (loss), net		96			(166	)		190			(198	)
	Equity in net losses of affiliates		(14	)		(15	)		(33	)		(45	)
	Other income (expense)		82			(1	)		86			1

			71			(353	)		(73	)		(740	)

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND MINORITY INTEREST			460			(2	)		1,227			339
INCOME TAX (EXPENSE) BENEFIT			(219	)		84			(555	)		(48	)

INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST			241			82			672			291
MINORITY INTEREST			(2	)		(14	)		(21	)		(33	)

INCOME FROM CONTINUING OPERATIONS			239			68			651			258
INCOME FROM DISCONTINUED OPERATIONS, net of tax						39						168
GAIN ON DISCONTINUED OPERATIONS, net of tax						3,290						3,290

NET INCOME		$	239		$	3,397		$	651		$	3,716

COMCAST OPERATING ACTIVITIES Net income........................................................... Income from discontinued operations.................................. Income from continuing operations.................................... Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations: Depreciation....................................................... Amortization....................................................... Non-cash interest expense, net..................................... Non-cash interest (income) expense on affiliate notes, net......... Equity in net losses of affiliates................................. Losses (gains) on investments and other (income) expense, net...... Non-cash contribution expense...................................... Minority interest.................................................. Deferred income taxes.............................................. Proceeds from sales of trading securities.......................... Changes in operating assets and liabilities, net of effects of acquisitions and divestitures Change in accounts receivable, net............................... Change in accounts payable....................................... Change in other operating assets and liabilities................. Net cash provided by operating activities from continuing operations ................................................... FINANCING ACTIVITIES Proceeds from borrowings............................................. Retirements and repayments of debt................................... Net transactions with affiliates..................................... Net cash used in financing activities from continuing operations. INVESTING ACTIVITIES Proceeds from sales (purchases) of short-term investments, net ...... Proceeds from sales of investments................................... Purchases of investments............................................. Capital expenditures................................................. Additions to intangible and other noncurrent assets.................. Net cash used in investing activities from continuing operations. (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........................ CASH AND CASH EQUIVALENTS, beginning of period.......................... CASH AND CASH EQUIVALENTS, end of period................................ HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in millions) Three Months Ended March 31, 2004 2003 ------------- ------------- $98 $115 (58) ------------- ------------- 98 57 333 304 47 46 14 7 (41) 3 8 10 62 40 23 3 12 40 39 32 51 65 (4) 66 132 57 ------------- ------------- 766 738 ------------- ------------- 4 210 (269) (1,014) (869) 684 ------------- ------------- (1,134) (120) ------------- ------------- 6 (8) 115 (33) (11) (275) (341) (25) (18) ------------- ------------- (327) (263) ------------- ------------- (695) 355 1,509 400 ------------- ------------- $814 $755 ============= =============

Nine Months Ended September 30,

2004
2003

(Dollars in millions)

OPERATING ACTIVITIES
Net income $ 651 $ 3,716
Income from discontinued operations (168 )
Gain on discontinued operations (3,290 )

Income from continuing operations 651 258

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:

Depreciation 967 965
Amortization 146 136
Non-cash interest expense, net 33 22
Non-cash interest (income) expense on affiliate notes, net (136 ) (2 )
Equity in net losses of affiliates 33 45
Losses (gains) on investments and other (income) expense, net (217 ) 213
Non-cash contribution expense 23
Minority interest 21 33
Deferred income taxes 423 128
Proceeds from sales or exchanges of trading securities 553 85

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures

Change in accounts receivable, net (4 ) 32
Change in accounts payable 70 (176 )
Change in other operating assets and liabilities 7 327

Net cash provided by operating activities from continuing operations 2,570 2,066

FINANCING ACTIVITIES
Proceeds from borrowings 4 1,260
Retirements and repayments of debt (573 ) (2,293 )
Net transactions with affiliates (1,659 ) (1,598 )
Other 2

Net cash used in financing activities from continuing operations (2,226 ) (2,631 )

INVESTING ACTIVITIES
Acquisitions, net of cash acquired (296 ) (22 )
Proceeds from sales (purchases) of short-term investments, net (6 ) 4
Proceeds from sales of investments and assets held for sale 197 4,563
Purchases of investments (62 ) (68 )
Capital expenditures (928 ) (1,038 )
Additions to intangible and other noncurrent assets (73 ) (61 )

Net cash (used in) provided by investing activities from continuing operations (1,168 ) 3,378

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (824 ) 2,813

CASH AND CASH EQUIVALENTS, beginning of period

1,509

400

CASH AND CASH EQUIVALENTS, end of period $ 685 $ 3,213

See notes to condensed consolidated financial statements. 4

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
        We have prepared these unaudited condensed consolidated financial statements based upon Securities and Exchange Commission ("SEC") rules that permit reduced disclosure for interim periods. We are an indirect wholly owned subsidiary of Comcast Corporation ("Comcast"). Our presentation differs from the consolidated financial statements of Comcast by excluding both Comcast's corporate operations and certain cable operations, primarily those acquired from AT&T in November 2002 (the ~~Broadband acquisition)~~"Broadband acquisition"). Subsequent to the Broadband acquisition, all of our and Comcast's cable operations are operated as a single integrated cable business unit. Our condensed consolidated financial statements reflect the assets, liabilities, revenues and expenses directly attributable to us, as well as allocations deemed reasonable by management, to present our financial position, results of operations and cash flows on a stand-alone basis. These allocations are further described in Note 9.10. All significant intercompany accounts and transactions within our financial statements have been eliminated.
        These financial statements include all adjustments that are necessary for a fair presentation of our financial condition and results of operations ~~and financial condition~~ for the interim periods shown, including normal recurring accruals and other items. The results of operations for the interim periods presented are not necessarily indicative of results for the full year.
        Effective in the first quarter of 2004, we changed the unit of accounting used for testing impairment of our indefinite-lived franchise rights to geographic regions and performed impairment testing of our cable franchise rights. We did not record any impairment charges in connection with this impairment testing.
        For a more complete discussion of our accounting policies and certain other information, refer to ~~the~~our annual financial statements ~~included in our Annual Report on Form 10-K~~ for the preceding fiscal year ~~ended December 31, 2003.~~as filed with the SEC.
        On September 17, 2003, we completed the sale of our approximate 57% interest in QVC, Inc. ~~("QVC").~~ Accordingly, QVC has been presented as a discontinued operation pursuant to Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
        The results of operations of QVC included within income from discontinued operations, net of tax ~~for the three months ended March 31, 2003~~ are as follows (in millions): Revenues.................................................. $1,062 Income before income taxes and minority interest.......... $172 Income tax expense........................................ $73

Three Months Ended
September 30, 2003
Nine Months Ended
September 30, 2003
Revenues $ 752 $ 2,915
Income before income taxes and minority interest $ 123 $ 496
Income tax expense $ 47 $ 184
        Both periods presented above include QVC's operations through August 31, 2003, as reported to us by QVC.
Reclassifications
        Certain reclassifications have been made to the prior year financial statements to conform to those classifications used in 2004.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
2.    RECENT ACCOUNTING PRONOUNCEMENTS
FIN 46/FIN 46R
        In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). We adopted the provisions of FIN 46 effective January 1, 2002. Since our initial application of FIN 46, the FASB addressed various implementation issues regarding the application of FIN 46 to entities outside its originally interpreted scope, focusing on Special Purpose Entities, or SPEs. In December 2003, the FASB revised FIN 46 ("FIN 46R"), which delayed the required implementation date until March 31, 2004 for entities that are not SPEs. The adoption of FIN 46R did not have a material impact on our financial condition or results of operations. 5 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)
EITF 03-16
        In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus regarding Issue No. 03-16, "Accounting for Investments in Limited Liability Companies" ("EITF 03-16"). EITF 03-16 requires investments in limited liability companies ("LLCs") that have separate ownership accounts for each investor to be accounted for similar to a limited partnership investment under Statement of Position No. 78-9, "Accounting for Investments in Real Estate Ventures." Investors ~~would be~~are required to apply the equity method of accounting to their investments at a much lower ownership threshold than the 20% threshold applied under Accounting Principles Board ("APB") No. 18, "The Equity Method of Accounting for Investments in Common Stock." EITF 03-16 is effective for the first period beginning after June 15, ~~2004, and will be applied as a change in accounting principle with a cumulative effect reflected in the income statement.~~2004. We ~~are currently assessing the impact that the~~adopted EITF 03-16 on July 1, 2004. The adoption of EITF 03-16 ~~will~~did not have a material impact on our financial condition ~~and~~or results of operations.
3.    ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
TechTV
        On May 10, 2004, we completed the purchase of TechTV Inc. ("TechTV") by acquiring all outstanding common and preferred stock of TechTV from Vulcan Programming Inc. for approximately $300 million in cash, funded with borrowings under a note payable to affiliate. Substantially all of the purchase price has been recorded as an intangible asset pending the completion of a formal valuation. The results of TechTV are not material for pro forma presentation. On May 28, 2004, G4, our wholly-owned subsidiary, and TechTV began operating as one network called G4techTV, which is available to approximately 44 million cable and satellite homes nationwide. We have classified G4techTV as part of our content business segment (see Note 9).
Liberty Exchange Agreement
        On July 28, 2004, we exchanged approximately 120 million shares of Liberty Media Corporation ("Liberty") Series A common stock that we held (see Note 4), valued at approximately $1.022 billion based upon the price of Liberty common stock on the closing date of the transaction, with Liberty for 100% of the stock of Liberty's subsidiary, Encore ICCP, Inc. ("Encore"). Encore's assets consisted of cash of approximately $547 million, a 10.4% interest in E! Entertainment Television, Inc. ("E!") and 100% of the International Cable Channels Partnership, Ltd. ("International Channel Networks"). We also received all of Liberty's rights, benefits and obligations under the TCI Music contribution agreement (an agreement between another Comcast cable subsidiary and Liberty), which resulted in the resolution of all pending litigation between Liberty and Comcast regarding the contribution agreement. The Liberty exchange increased our portfolio of programming investments because we now own 60.5% of E! and 100% of International Channel Networks. The exchange was structured as a tax free transaction. We allocated the value of the shares exchanged in the transaction between cash, our additional investment in E!, International

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Channel Networks and the resolution of the Comcast litigation related to the contribution agreement. The values of certain assets and liabilities are based on preliminary valuations and are subject to adjustment as the valuation reports and any additional information are obtained. The effects of our acquisition of the additional interest in E! and the acquisition of International Channel Networks have been reflected in our consolidated statement of operations from the date of the transaction. The results of International Channel Networks and the impact of our additional interest in E! are not material for pro forma presentation.
4.    INVESTMENTS
March 31, December 31, 2004 2003 ---------------- ----------------- (in millions) Fair value method Liberty................................................. $2,413 $2,644 Sprint.................................................. 546 349 Other................................................... 92 41 ---------------- ----------------- 3,051 3,034 Equity method............................................... 323 329 Cost method................................................. 124 139 ---------------- ----------------- Total investments....................................... 3,498 3,502 Less, current investments................................... 247 139 ---------------- ----------------- Noncurrent investments ..................................... $3,251 $3,363 ================ =================

September 30,
2004
December 31,
2003

(in millions)

Fair value method
Liberty Media Corporation $ 872 $ 2,644
Liberty Media International 366
Sprint 574 349
Other 43 41

1,855 3,034

Equity method

260

331
Cost method 131 137

Total investments 2,246 3,502

Less, current investments

81

139

Noncurrent investments $ 2,165 $ 3,363

Fair Value Method
        We hold unrestricted equity investments, which we account for as available for sale or trading securities, in certain publicly traded companies. The net unrealized pre-tax gains on investments accounted for as available for sale securities as of ~~March 31,~~September 30, 2004, and December 31, 2003, of ~~$46~~$10 million and $42 million, respectively, have been reported in our consolidated balance sheet principally as a component of accumulated other comprehensive loss, net of related deferred income taxes of ~~$16~~$4 million and $15 million, respectively.
        On June 7, 2004, we received approximately 11 million shares of Liberty Media International, Inc. ("Liberty International") Series A common stock in connection with the spin-off by Liberty of Liberty International. In the spin-off, each share of Liberty Series A and Series B common stock received 0.05 shares of the new Liberty International Series A common stock. We have classified all of the shares of Liberty International Series A common stock that we received as trading securities recorded at fair value within noncurrent investments. Approximately 5 million of these shares collateralize a portion of the ten-year prepaid forward sale of Liberty common stock that we entered into in December 2003.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
        The cost, fair value and unrealized gains and losses related to our available for sale securities are as follows (in millions):
March 31, December 31, 2004 2003 ----------------- ----------------- Cost....................................................... $82 $44 Unrealized gains........................................... 46 43 Unrealized losses.......................................... (1) ---------------- ---------------- Fair value................................................. $128 $86 ================ =================
6 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)

September 30,
2004
December 31,
2003

Cost $ 20 $ 44
Unrealized gains 10 43
Unrealized losses (1 )

Fair value

$
30

$
86

Investment ~~Loss,~~Income (Loss), Net
        Investment ~~loss,~~income (loss), net for the interim periods includes the following (in millions):
Three Months Ended March 31, 2004 2003 ----------------- ----------------- Interest and dividend income (expense)............................ ($6) $4 Gains on sales and exchanges of investments, net.................. 22 Investment impairment losses...................................... (55) Mark to market adjustments on trading securities.................. (17) (2) Mark to market adjustments on derivatives related to trading securities........................................ (41) 3 Mark to market adjustments on derivatives and hedged items........ 12 (2) ---------------- ----------------- Investment loss, net......................................... ($52) ($30) ================ =================
4.

Three Months Ended
September 30,
Nine Months Ended
September 30,

2004
2003
2004
2003

Interest, dividend and other investment income (expense) $ (4 ) $ 5 $ (12 ) $ 13
Gains on sales and exchanges of investments, net 35 34 23
Investment impairment losses (7 ) (10 ) (69 )
Mark to market adjustments on trading securities (59 ) (166 ) (113 ) (98 )
Mark to market adjustments on derivatives related to trading securities 139 (1 ) 297 (66 )
Mark to market adjustments on derivatives and hedged items (8 ) (4 ) (6 ) (1 )

Investment income (loss), net $ 96 ($166 ) $ 190 ($198 )

Other Income
        On September 30, 2004, we sold our 20% interest in DHC Ventures, LLC (Discovery Health Channel) to Discovery Communications, Inc. for approximately $149 million in cash and recognized a gain on the sale of approximately $94 million to other income.
5.    LONG-TERM DEBT
The Cross-Guarantee Structure
        To simplify Comcast's capital structure, Comcast and certain of its cable holding company subsidiaries, including our wholly owned subsidiary Comcast Cable Communications, LLC ("Comcast Cable"), have unconditionally guaranteed each other's debt securities and indebtedness for borrowed money. As of ~~March 31,~~September 30, 2004, ~~$20.642~~$20.588 billion of Comcast's debt securities were entitled to the benefits of the cross-guarantee structure, including ~~$6.697~~$6.350 billion of Comcast Cable's debt securities.
        Comcast Holdings Corporation is not a guarantor, and none of its debt is guaranteed. As of ~~March 31,~~September 30, 2004, ~~$1.199 billion~~$905 million of debt was outstanding at Comcast Holdings Corporation. ~~Redemption~~
Repayments of ~~Debt~~Senior Notes
        On March 31, 2004, we ~~redeemed~~repaid all $250 million principal amount of our 8.875% senior notes due 2007. ~~The redemption was~~On May 1, 2004, we repaid all $300 million principal amount of our 8.125% senior notes due 2004. These repayments were both financed with available cash.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
ZONES
        At maturity, holders of our 2.0% Exchangeable Subordinated Debentures due 2029 (the "ZONES") are entitled to receive in cash an amount equal to the higher of the principal amount of the ZONES of $1.807 billion or the market value of Sprint common stock. Prior to maturity, each ZONES is exchangeable at the holders' option for an amount of cash equal to 95% of the market value of Sprint common stock. ~~As of March 31, 2004, the number of Sprint shares we held exceeded the number of ZONES outstanding.~~
        We separated the accounting for the ZONES into derivative and debt components. We record the change in the fair value of the derivative component of the ZONES and the change in the carrying value of the debt component of the ZONES as follows (in millions): 7 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited)
ZONES ---------------------------- Three Months Ended March 31, 2004 2003 ------------ ------------ Balance at Beginning of Period: Debt component..................... $515 $491 Derivative component............... 268 208 ------------ ------------ Total........................... 783 699 Change in debt component to interest expense................ 6 6 Change in derivative component to investment loss, net............ 169 (1) Balance at End of Period: Debt component..................... 521 497 Derivative component............... 437 207 ------------ ------------ Total........................... $958 $704 ============ ============

ZONES

Nine Months Ended
September 30,

2004
2003
Balance at Beginning of Period:
Debt component $ 515 $ 491
Derivative component 268 208

Total 783 699

Change in debt component to interest expense

19

18
Change in derivative component to investment income (loss), net (139 ) 64

Balance at End of Period:

Debt component 534 509
Derivative component 129 272

Total $ 663 $ 781

Interest Rates
        Excluding the derivative component of the ZONES whose changes in fair value are recorded to investment ~~loss,~~income (loss), net, our effective weighted average interest rate was ~~7.47%~~7.48% and 7.56% as of ~~March 31,~~September 30, 2004 and December 31, 2003, respectively.
Derivatives
        We use derivative financial instruments to manage our exposure to fluctuations in interest rates and securities prices. We have issued indexed debt instruments and prepaid forward sale agreements whose value, in part, is derived from the market value of certain publicly traded common stock.
Lines and Letters of Credit
        As of ~~March 31,~~September 30, 2004, we and certain of our subsidiaries had unused lines of credit of $287 million under our respective credit facilities.
        As of ~~March 31,~~September 30, 2004, we and certain of our subsidiaries had unused irrevocable standby letters of credit totaling $13 million to cover potential fundings under various agreements. 5.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
6.    STOCKHOLDERS' EQUITY
Stock-Based Compensation
        We account for stock-based compensation in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, as permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS No. 123") as amended. Compensation expense for stock options is measured as the excess, if any, of the quoted market price of the stock at the date of the grant over the amount an employee must pay to acquire the stock. We record compensation expense for restricted stock awards based on the quoted market price of the stock at the date of the grant and the vesting period. We record compensation expense for stock appreciation rights based on the changes in quoted market prices of the stock or other determinants of fair value.
        The following table illustrates the effect that applying the fair value recognition provisions of SFAS No. 123 to stock-based compensation would have had on net income. Upon further analysis during 2003, it was determined that the expected option lives for options granted in prior years should have been 7seven years rather than the 8eight years used 8 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) previously. The amounts in the table reflect this revision for all periods presented. Total stock-based compensation expense was determined under the fair value based method for all awards using the accelerated recognition method as permitted under SFAS No. 123 ~~(dollars in millions, except per share data)~~(in millions):
Three Months Ended March 31, 2004 2003 ---------- ---------- Net income, as reported............................... $98 $115 Add: Total stock-based compensation expense included in net income, as reported above.... 2 1 Deduct: Total stock-based compensation expense determined under fair value based method for all awards relating to continuing operations, net of related tax effects................... (18) (19) Deduct: Total stock-based compensation expense determined under fair value based method for all awards relating to discontinued operations, net of related tax effects................... (3) ---------- ---------- Pro forma, net income................................. $82 $94 ========== ==========

Three Months Ended
September 30,
Nine Months Ended
September 30,

2004
2003
2004
2003

Net income, as reported $ 239 $ 3,397 $ 651 $ 3,716
Add: Total stock-based compensation expense included in net income, as reported above 2 2 10 4
Deduct: Total stock-based compensation expense determined under fair value based method for all awards relating to continuing operations, net of related tax effects (20 ) (23 ) (59 ) (64 )
Deduct: Total stock-based compensation expense determined under fair value based method for all awards relating to discontinued operations, net of related tax effects (5 ) (12 )

Pro forma, net income $ 221 $ 3,371 $ 602 $ 3,644

        The pro forma effect on net income for the interim periods by applying SFAS No. 123 may not be indicative of the effect on net income or loss in future years ~~since SFAS No. 123 does not take into consideration pro forma compensation expense related to awards made prior to January 1, 1995 and also~~ because additional awards in future years are anticipated.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Comprehensive Income
        Our total comprehensive income for the interim periods was as follows (in millions):
Three Months Ended March 31, 2004 2003 --------- ---------- Net income.......................................... $98 $115 Unrealized losses on marketable securities.......... (37) Reclassification adjustments for losses included in net income.......................... 8 22 Foreign currency translation gains.................. 6 --------- ---------- Comprehensive income................................ $106 $106 ========= ==========
6.

Three Months Ended
September 30,
Nine Months Ended
September 30,

2004
2003
2004
2003

Net income $ 239 $ 3,397 $ 651 $ 3,716
Unrealized losses on marketable securities (1 ) (19 ) (2 ) (44 )
Reclassification adjustments for losses (gains) included in net income (8 ) (14 ) 7 7
Unrealized losses on the effective portion of cash flow hedges 1 1
Foreign currency translation gains 3 5

Comprehensive income $ 230 $ 3,368 $ 656 $ 3,685

7.    STATEMENT OF CASH ~~FLOWS -~~ FLOWS—SUPPLEMENTAL INFORMATION
        We made cash payments for interest and income taxes ~~related to continuing operations~~ during the interim periods as follows (in millions): 9

Three Months Ended
September 30,
Nine Months Ended
September 30,

2004
2003
2004
2003
Interest $ 86 $ 90 $ 374 $ 420
Income taxes $ 39 $ 12 $ 141 $ 56
        During the nine months ended September 30, 2004, Comcast received a federal income tax refund of approximately $536 million.
        During the nine months ended September 30, 2004, property, plant and equipment allocations were made with another Comcast subsidiary through non-cash intercompany transactions resulting in net transfers out of $57 million. During the nine months ended September 30, 2004, we recorded additional liabilities of approximately $35 million relating to a subsidiary of Comcast, a transaction that is considered a non-cash financing activity. This additional liability resulted in a corresponding increase to due from affiliates, net, in our consolidated balance sheet.
        During the nine months ended September 30, 2004, in connection with the acquisition of TechTV (see Note 3), we issued shares in G4techTV with a value of approximately $70 million, which is considered a non-cash financing and investing activity.
        During the nine months ended September 30, 2004, in connection with the Liberty Exchange Agreement (see Note 3), we received non-cash consideration of approximately $475 million, which is considered a non-cash investing activity.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~- CONTINUED~~ (Continued)
(Unaudited)
Three Months Ended March 31, 2004 2003 --------- ---------- ~~Interest............................................ $95 $106 Income taxes........................................ $17 $11~~
~~During 2004, we transferred certain assets to Comcast through a non-cash intercompany transaction in the amount of $43 million. 7.~~
8.    COMMITMENTS AND CONTINGENCIES
Contingencies
At Home ~~-------~~
        Litigation has been filed against us as a result of our alleged conduct with respect to our investment in and distribution relationship with At Home Corporation. At Home was a provider of high-speed Internet services that filed for bankruptcy protection in September 2001. Filed actions are: (i) class action lawsuits against us, Brian L. Roberts (our President and Chief Executive Officer and a director), AT&T (the former controlling shareholder of At Home and also a former distributor of the At Home service) and other corporate and individual defendants in the Superior Court of San Mateo County, California, alleging breaches of fiduciary duty in connection with transactions agreed to in March 2000 among At Home, AT&T, Cox Communications, Inc. (Cox is also an investor in At Home and a former distributor of the At Home service) and us; (ii) class action lawsuits against Comcast Cable Communications, LLC, AT&T and others in the United States District Court for the Southern District of New York, alleging securities law violations and common law fraud in connection with disclosures made by At Home in 2001; and (iii) a lawsuit brought in the United States District Court for the District of Delaware in the name of At Home by certain At Home bondholders against us, Brian L. Roberts, Cox and others, alleging breaches of fiduciary duty relating to the March 2000 transactions and seeking recovery of alleged short-swing profits of at least $600 million pursuant to Section 16(b) of the Securities Exchange Act of 1934 purported to have arisen in connection with certain transactions relating to At Home stock effected pursuant to the March 2000 agreements. The actions in San Mateo County, California have been stayed by the United States Bankruptcy Court for the Northern District of California, the court in which At Home filed for bankruptcy, as violating the automatic bankruptcy stay. In the Southern District of New York actions, the court ordered the actions consolidated into a single action. All of the defendants served motions to dismiss on February 11, 2003. The court dismissed the common law claims against us and Mr. Roberts, leaving only a claim for "control person" liability under the Securities Exchange Act of 1934. In a subsequent decision, the court limited the remaining claim against us and Mr. Roberts to disclosures that are alleged to have been made by At Home prior to August 28, 2000. The Delaware case has been transferred to the United States District Court for the Southern District of New York, and we have moved to dismiss the Section 16(b) claims. The court dismissed the Section 16(b) claims against us, leaving only the claim for breach of fiduciary duty.
We deny any wrongdoing in connection with the claims that have been made directly against us, our subsidiaries and Brian L. Roberts, and intend to defend all of these claims vigorously. ~~In our opinion, the~~The final disposition of these claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.
Other ~~-----~~
        We are subject to other legal proceedings and claims that arise in the ordinary course of our business. ~~In our opinion, the~~The amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or liquidity. 10 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) 8.
9.    FINANCIAL DATA BY BUSINESS SEGMENT
        Our reportable segments consist of our ~~Cable~~cable and ~~Content~~content businesses. Beginning in the first quarter of 2004, ~~although~~we elected to disclose our content businesses separately as a reportable segment even though they do

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

not meet the quantitative disclosure requirements of SFAS No. 131, "Disclosures About Segments of an Enterprise and Related ~~Information,~~Information." ~~we have elected to separately disclose our content businesses as a reportable segment.~~ Our content segment consists of our national networks E! Entertainment, Style Network, The Golf Channel, Outdoor Life Network, G4techTV and ~~G4.~~International Channel Networks. As a result of this change, we have presented the comparable 2003 ~~Content~~content segment amounts. In evaluating our segments' profitability, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management ~~(in~~(amounts in millions).
~~Corporate and Cable (1) Content Other (2) Total~~ Three Months Ended March 31, 2004 --------------------------------- Revenues (3).................................. $1,819 $176 $94 $2,089 Operating income (loss) before depreciation and amortization (4).......................... 739 69 (58) 750 Depreciation and amortization................. 329 35 16 380 Operating income (loss)....................... 410 34 (74) 370 Capital expenditures.......................... 261 4 10 275 Three Months Ended March 31, 2003 --------------------------------- Revenues (3).................................. $1,645 $145 $91 $1,881 Operating income (loss) before depreciation and amortization (4).......................... 675 41 (34) 682 Depreciation and amortization................. 299 32 19 350 Operating income (loss)....................... 376 9 (53) 332 Capital expenditures.......................... 335 3 3 341 As of March 31, 2004 -------------------- Assets........................................ $35,379 $2,067 $3,245 $40,691 As of December 31, 2003 ----------------------- Assets........................................ $34,952 $2,110 $3,340 $40,402 --------------- (1) Our regional programming networks Comcast SportsNet, Comcast SportsNet Mid-Atlantic, Comcast SportsNet Chicago, Cable Sports Southeast and CN8-The Comcast Network are included in our cable segment. (2) Corporate and other includes corporate activities, elimination entries and all other businesses not presented in our cable or content segments. Assets included in this caption consist primarily of our investments (see Note 3). (3) Non-US revenues were not significant in any period. No single customer accounted for a significant amount of our revenue in any period. (4) Operating income (loss) before depreciation and amortization is defined as operating income before depreciation and amortization, impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments. This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that this measure is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered as a substitute for operating 11 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) income (loss), net income (loss), net cash provided by operating activities or other measures of performance or liquidity reported in accordance with generally accepted accounting principles.
9.

Cable(1)
Content
Corporate
and
Other(2)
Total
Three Months Ended September 30, 2004
Revenues(3) $ 1,889 $ 207 $ 52 $ 2,148
Operating income (loss) before depreciation and amortization(4) 777 62 (62 ) 777
Depreciation and amortization 333 42 13 388
Operating income (loss) 444 20 (75 ) 389
Capital expenditures 304 4 2 310

Three Months Ended September 30, 2003

Revenues(3) $ 1,718 $ 158 $ 6 $ 1,882
Operating income (loss) before depreciation and amortization(4) 742 58 (70 ) 730
Depreciation and amortization 333 32 14 379
Operating income (loss) 409 26 (84 ) 351
Capital expenditures 324 3 16 343

Nine Months Ended September 30, 2004

Revenues(3) $ 5,609 $ 582 $ 194 $ 6,385
Operating income (loss) before depreciation and amortization (4) 2,362 208 (157 ) 2,413
Depreciation and amortization 956 116 41 1,113
Operating income (loss) 1,406 92 (198 ) 1,300
Capital expenditures 899 14 15 928

Nine Months Ended September 30, 2003

Revenues(3) $ 5,079 $ 462 $ 162 $ 5,703
Operating income (loss) before depreciation and amortization(4) 2,155 155 (130 ) 2,180
Depreciation and amortization 957 96 48 1,101
Operating income (loss) 1,198 59 (178 ) 1,079
Capital expenditures 1,009 10 19 1,038

As of September 30, 2004

Assets $ 36,880 $ 2,549 $ 2,008 $ 41,437

As of December 31, 2003

Assets $ 34,952 $ 2,048 $ 3,402 $ 40,402
(1)
Our regional programming networks Comcast SportsNet, Comcast SportsNet Mid-Atlantic, Comcast SportsNet Chicago, Cable Sports Southeast and CN8-The Comcast Network are included in our cable segment.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(2)
Corporate and other includes corporate activities, elimination entries and all other businesses not presented in our cable or content segments. Assets included in this caption consist primarily of our investments (see Note 4).

(3)
Non-US revenues were not significant in any period. No single customer accounted for a significant amount of our revenue in any period.

(4)
Operating income (loss) before depreciation and amortization is defined as operating income before depreciation and amortization, impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments. This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that this measure is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered as a substitute for operating income (loss), net income (loss), net cash provided by operating activities or other measures of performance or liquidity reported in accordance with generally accepted accounting principles.
10.    RELATED PARTY TRANSACTIONS
        Our related party transactions for the interim periods presented are as follows (in millions):

Three Months Ended
September 30,
Nine Months Ended
September 30,

2004
2003
2004
2003
Content affiliation agreement revenue $ 13 $ 9 $ 41 $ 26
Comcast management fees 41 39 120 109
Comcast cost sharing charges:
Cable-related costs 56 47 161 129
Other costs 48 40 145 116
Software licensing fees 2 5
Interest income (expense) on affiliate notes, net 54 (10 ) 136 2
        Our content businesses generate a portion of their revenues through the sale of subscriber services under affiliation agreements with cable subsidiaries of Comcast. These amounts ~~which~~ are included in service revenues in our consolidated statement of ~~operations, totaled $9 million for each of the three months ended March 31, 2004 and 2003.~~operations. Amounts related to similar affiliation agreements between our content businesses and our wholly owned subsidiaries are eliminated in our consolidated financial statements.
        Comcast has entered into management agreements with our cable subsidiaries. The management agreements generally provide that Comcast supervise the management and operations of the cable systems and arrange for and supervise certain administrative functions. As compensation for such services, the agreements provide for Comcast to charge management fees based on a percentage of gross revenues. These charges ~~which~~ are included in selling, general and administrative expenses in our consolidated statement of ~~operations, totaled $39 million and $37 million for the three months ended March 31, 2004 and 2003, respectively.~~operations.
        We reimburse Comcast for certain cable-related costs under a cost sharing agreement. These charges ~~which~~ are included in selling, general and administrative expenses in our consolidated statement of ~~operations, totaled $53 million and $33 million for the three months ended March 31,~~operations.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004 ~~and 2003, respectively.~~
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(Unaudited)
        We purchase certain other services from Comcast under cost sharing arrangements on terms that reflect Comcast's actual cost. These charges ~~which~~ are included in selling, general and administrative expenses in our consolidated statement of ~~operations, totaled $48 million~~operations.
        Comcast has purchased long-term, non-exclusive patent and ~~$38 million~~software licenses to use on Comcast's and our interactive program guides. Comcast charges us a licensing fee for ~~the three months ended March 31, 2004~~use of this software. This charge is included in selling, general and ~~2003, respectively.~~administrative expenses in our consolidated statement of operations.
        Comcast Financial Agency Corporation ("CFAC"), an indirect wholly owned subsidiary of ours, provides cash management services ~~to Comcast and~~ to certain cable subsidiaries of Comcast. Under this arrangement, Comcast's and these subsidiaries' cash receipts are deposited with and held by CFAC, as custodian and agent, which invests and disburses such funds at our direction. Interest income related to this cash was not significant during the 2004 or 2003 interim periods.
        With the exception of cash payments related to interest and income taxes, we consider all of our transactions with Comcast or its affiliates to be financing transactions, which are presented as net transactions with affiliates in our consolidated statement of cash flows. Our significant financing transactions with Comcast and its affiliates are described below.
        As of ~~March 31,~~September 30, 2004 and December 31, 2003, due from affiliates, net in our consolidated balance sheet primarily consists of amounts due from Comcast and from certain cable subsidiaries of Comcast for advances we made for working capital and capital expenditures in the ordinary course of business. AsAlso, included within accrued expenses and other current liabilities as of ~~March 31,~~September 30, 2004 and December 31, 2003 notes receivable from affiliate consists of an aggregate of $3.766 billion and $3.284 billion principal amount, respectively, of notes receivable from Comcast. The notes receivable bear interest at rates ranging from 5.0% to 7.5% and are due between 2012 and 2013. As of March 31, 2004 and December 31, 2003, notes receivable from affiliate includes $32is approximately $603 million and ~~$26~~$568 million, respectively, ~~of interest receivable~~ related to the notes. As of March 31, 2004 and December 31, 2003, notes payable to affiliates consists of an aggregate of $228 million and $58 million principal amount, respectively, of notes payable toother Comcast ~~and certain cable subsidiaries of Comcast. The notes payable bear interest at rates ranging from 5.0% to 7.5% and are due between 12~~ COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED (Unaudited) 2012 and 2013. As of March 31, 2004 and December 31, 2003, notes payable to affiliates includes $6 million and $3 million, respectively, of interest payable related to the notes.subsidiaries.
        QVC, a discontinued operation, has an affiliation agreement with certain cable subsidiaries of Comcast to carry QVC's programming. In return for carrying QVC programming, QVC pays these Comcast subsidiaries an allocated portion, based upon market share, of a percentage of net sales of merchandise sold to QVC customers located in their service areas. These amounts ~~which~~are not significant and are included in income from discontinued operations in our consolidated statement of ~~operations, totaled $4 million during the three months ended March 31, 2003.~~operations. Amounts related to a similar affiliation agreement between QVC and our wholly owned subsidiaries ~~which~~are not significant and are included in service revenues and income from discontinued operations in our consolidated statement of ~~operations, totaled $6 million during~~operations.
        As of September 30, 2004 and December 31, 2003, notes receivable from affiliates and notes payable to affiliates consist of notes receivable from and notes payable to Comcast and certain cable subsidiaries of Comcast. Our notes receivable and notes payable, whose interest receivable and payable are included in our condensed consolidated balance sheet, have the ~~three months ended March 31, 2003. 13~~ following characteristics (amounts in millions):

September 30, 2004
December 31, 2003

Notes Receivable
Notes Payable
Notes Receivable
Notes Payable
Principal balance $4,799 $627 $3,284 $58
Interest receivable (payable) $52 ($21) $26 ($3)
Interest rate range 5.0% to 7.5% 5.0% to 7.5% 5.0% to 7.5% 5.0% to 7.5%
Maturity date range 2009-2014 2012-2014 2012-2013 2012-2013

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2004

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        Information for this item is omitted pursuant to SEC General Instruction H to Form 10-Q, except as noted below.
Overview
        We are an indirect wholly owned subsidiary of Comcast Corporation ("Comcast"). We are principally involved in the management and operation of broadband communications networks (our cable segment) and in the management of programming content over cable and satellite television networks (our content segment). During the ~~first quarter of~~nine months ended September 30, 2004, we received over 87% of our revenue from our cable segment, primarily through monthly subscriptions to our video and high-speed Internet ~~and phone~~ services, as well as from advertising. Subscribers typically pay us monthly, based on rates and related charges that vary according to their chosen level of service and the type of equipment they use. Revenue from our content segment is derived from the sale of advertising time and affiliation agreements with cable and satellite television companies.
        We have historically met our cash needs for operations through our cash flows from operating activities. We have generally financed our acquisitions and capital expenditures through issuances of ~~our~~ common stock, borrowings of long-term debt, sales of investments and from existing cash, cash equivalents and short-term investments.
Business Developments ~~There were no significant acquisitions or events since those reported~~
        On July 28, 2004, we exchanged approximately 120 million shares of Liberty Media Corporation ("Liberty") Series A common stock that we held, valued at approximately $1.022 billion, with Liberty for 100% of the stock of Liberty's subsidiary, Encore ICCP, Inc. ("Encore"). Encore's assets consisted of cash of $547 million, a 10.4% interest in E! Entertainment Television, Inc. ("E!") and 100% of International Cable Channels Partnership, Ltd. ("International Channel Networks"). We also received all of Liberty's rights, benefits and obligations under the TCI Music contribution agreement, which resulted in the resolution of all litigation pending between Liberty and Comcast regarding the contribution agreement.
        Comcast and Time Warner have agreed to work together to explore submitting a joint proposal to acquire cable assets of Adelphia Communications Corporation, the fifth-largest cable television company in the United States.
        Refer to Note 3 to our ~~December 31, 2003 Annual Report on Form 10-K.~~ financial statements included in Item 1 for a discussion of this transaction.
Results of Continuing Operations
Revenues
        Consolidated revenues for the ~~first quarter of~~three and nine month interim periods in 2004 increased ~~$208~~$266 million and $682 million, respectively, from the same ~~quarter~~periods in 2003. Of ~~this increase, $174~~these increases, $171 million ~~relates~~and $530 million relate to our cable segment, which is discussed separately below. The remaining ~~increase is primarily~~increases are the result of our content segment, which achieved combined revenue growth of ~~21.7%~~30.6% and 26.0%, respectively, during the ~~first quarter of~~three and nine month interim periods in 2004 compared to the same ~~quarter~~periods in 2003. ~~This increase~~These increases in our content segment ~~was~~were the result of increases in distribution ~~revenues~~revenue and in advertising ~~revenue.~~ revenue, as well as to our acquisition of TechTV. The remaining increases are the result of our corporate and other segment, which includes the operating results of Comcast-Spectacor.
Operating, selling, general and administrative expenses
        Consolidated operating, selling, general and administrative expenses for the ~~first quarter of~~three and nine month interim periods in 2004 increased ~~$140~~$219 million and $449 million, respectively, from the same ~~quarter~~periods in 2003. Of ~~this increase, $110~~these increases, $136 million ~~relates~~and $323 million, respectively, relate to our cable segment, which is discussed separately below. The remaining ~~increase is primarily~~increases are the result of growth in our content segment, principally due to

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
our acquisition of TechTV. The remaining increases inare the result of our corporate ~~expenses.~~ and other segment, which includes the operating results of Comcast-Spectacor.
Depreciation
        Depreciation expense ~~increased $29 million~~ for the ~~first quarter of~~three and nine month interim periods in 2004 is consistent with the amounts reported for the same periods in 2003.
Amortization
        Amortization expense increased $6 million and $10 million, respectively, for the three and nine month interim periods in 2004 compared to the same ~~quarter~~periods in ~~2003,~~2003. These increases are primarily ~~relating~~attributable to ~~our cable segment. This increase is principally due to our recent capital expenditures. Amortization Amortization expense increased $1 million for~~amortization associated with intangibles acquired in the ~~first quarter of 2004 compared to the same quarter in 2003, remaining stable primarily due to a reduction in acquisition activity. 14~~ ~~COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004~~ TechTV and Liberty exchange transactions.
Cable Segment Operating Results
        The following table presents our cable segment operating results (dollars in millions):
Three Months Ended March 31, Increase 2004 2003 $ % ---------- ---------- ---------- ---------- Video....................................................... $1,300 $1,230 $70 5.7% High-speed Internet......................................... 287 204 83 40.7 Advertising sales........................................... 105 92 13 14.1 Other....................................................... 71 68 3 4.4 Franchise fees.............................................. 56 51 5 9.8 ---------- ---------- ---------- ---------- Revenues................................................ 1,819 1,645 174 10.6 Operating, selling, general and administrative expenses...... 1,080 970 110 11.3 ---------- ---------- ---------- ---------- Operating income before depreciation and amortization (a).................................... $739 $675 $64 9.5% ========== ========== ========== ========== - --------------- (a) Operating income before depreciation and amortization is defined as operating income before depreciation and amortization, impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments. This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that this measure is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. Because we use operating income before depreciation and amortization as the measure of our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP), in the business segment footnote to our financial statements. This measure should not be considered as a substitute for operating income (loss), net income (loss), net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.

Three Months Ended
September 30,
Increase/(Decrease)

2004
2003
$
%

Video $ 1,316 $ 1,249 $ 67 5.4 %
High-speed Internet 325 244 81 33.2
Advertising sales 121 102 19 18.6
Other 70 71 (1 ) (1.4 )
Franchise fees 57 52 5 9.6

Revenues 1,889 1,718 171 10.0
Operating, selling, general and administrative expenses 1,112 976 136 13.9

Operating income before depreciation and amortization(a) $ 777 $ 742 $ 35 4.7 %

Nine Months Ended
September 30,
Increase

2004
2003
$
%

Video $ 3,945 $ 3,735 $ 210 5.6 %
High-speed Internet 925 677 248 36.6
Advertising sales 355 304 51 16.8
Other 212 206 6 2.9
Franchise fees 172 157 15 9.6

Revenues 5,609 5,079 530 10.4
Operating, selling, general and administrative expenses 3,247 2,924 323 11.0

Operating income before depreciation and amortization(a) $ 2,362 $ 2,155 $ 207 9.6 %

(a)
Operating income before depreciation and amortization is defined as operating income before depreciation and amortization, impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that this measure is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. Because we use operating income before depreciation and amortization as the measure of our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP), in the business segment footnote to our financial statements. This measure should not be considered as a substitute for operating income (loss), net income (loss), net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.
Revenues
        Video revenue consists of our basic, expanded basic, premium, pay-per-view, equipment and digital cable services. The ~~increase~~increases in video revenue for the interim ~~period~~periods from 2003 to 2004 isare primarily due to ~~the effects~~increases in monthly average revenue per subscriber as a result of rate increases in our traditional video service and growth in digital ~~subscribers.~~subscribers, reflecting increased consumer demand for new digital features. From ~~March 31,~~September 30, 2003 to ~~March 31,~~September 30, 2004, we added approximately ~~432,000~~428,000 digital subscribers, or ~~an 18.6%~~a 16.8% increase in digital subscribers. We expect continued growth in our video services revenue.
        The ~~increase~~increases in high-speed Internet revenue for the interim ~~period~~periods from 2003 to 2004 isare primarily due to the addition of approximately ~~651,000~~595,000 high-speed Internet subscribers from ~~March 31,~~September 30, 2003 to ~~March 31,~~September 30, 2004, or a ~~37.9%~~28.7% increase in high-speed Internet subscribers. We expect continued high-speed Internet revenue growth as overall demand for our services continues to increase.
        The ~~increase~~increases in advertising sales revenue for the interim ~~period~~periods from 2003 to 2004 isare primarily due to the effects of growth in regional/national advertising as a result of the continuing success of our regional interconnects, ~~and~~ a stronger local advertising ~~market.~~market and an increase in political advertising.
        Other revenue includes installation revenues, guide revenues, commissions from electronic retailing, revenue from our regional programming networks, commercial data revenue, revenue from other product offerings and phone revenues. The increase in franchise fees collected from our cable subscribers for the interim period from 2003 to 2004 is primarily attributable to the increase in our revenues upon which the fees apply. 15 ~~COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004~~
Expenses
        Total operating, selling, general and administrative expenses increased for the interim ~~period~~periods from 2003 to 2004 primarily as a result of ~~increases in the costs of cable programming, increases in labor~~higher operating and ~~other volume related~~marketing expenses associated with the growth in our high-speed Internet and digital cable services, and ~~an increase~~increases in ~~management fees. ------------------------------------~~ charges from cost-sharing arrangements.
Consolidated Income (Expense) Items
Interest Expense
        The ~~change~~decreases in interest expense for the interim ~~period~~periods from 2003 to 2004 isare due to our decreased amount of debt outstanding as a result of our debt reduction during ~~2003.~~ 2003 and 2004.
Interest Income (Expense) on Affiliate Notes, Net
        The ~~change~~changes in interest income (expense) on affiliate notes, net for the interim ~~period~~periods from 2003 to 2004 isare principally due to an increase in our notes receivable from ~~affiliate~~affiliates during ~~2003.~~ 2003 and 2004.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004

Investment ~~Loss,~~Income (Loss), Net
        Investment ~~loss,~~income (loss), net for the interim periods includes the following (in millions):
Three Months Ended March 31, 2004 2003 ---------- ---------- Interest and dividend income (expense)........................ ($6) $4 Gains on sales and exchanges of investments, net.............. 22 Investment impairment losses.................................. (55) Mark to market adjustments on trading securities.............. (17) (2) Mark to market adjustments on derivatives related to trading securities............................ (41) 3 Mark to market adjustments on derivatives and hedged items.... 12 (2) ---------- ---------- Investment loss, net.................................... ($52) ($30) ========== ==========

Three Months Ended September 30,
Nine Months Ended
September 30,

2004
2003
2004
2003

Interest, dividend and other investment income (expense) $ (4 ) $ 5 $ (12 ) $ 13
Gains on sales and exchanges of investments, net 35 34 23
Investment impairment losses (7 ) (10 ) (69 )
Mark to market adjustments on trading securities (59 ) (166 ) (113 ) (98 )
Mark to market adjustments on derivatives related to trading securities 139 (1 ) 297 (66 )
Mark to market adjustments on derivatives and hedged items (8 ) (4 ) (6 ) (1 )

Investment income (loss), net $ 96 ($166 ) $ 190 ($198 )

        We have entered into derivative financial instruments that we account for at fair value and which economically hedge the market price fluctuations in the common stock of certain of our investments accounted for as trading securities. Investment ~~loss,~~income (loss), net includes the fair value adjustments related to our trading securities and derivative financial instruments. The change in the fair value of our investments accounted for as trading securities ~~with the exception in 2004 of the mark to market adjustment on approximately 116 million shares of our Liberty common shares discussed below,~~ was substantially offset by the changes in the fair value of the related ~~derivatives. We are exposed~~derivatives, except for the mark to market adjustments on our investment in Sprint and on 6 million shares of Liberty International for the three and nine months ended September 30, 2004, on 116 million shares of Liberty for the three and nine months ended September 30, 2004, until they were exchanged with Liberty on July 28, 2004, and on 218 million shares of Liberty for the three and nine months ended September 30, 2003. See Note 3 to our consolidated financial statements included in Item 1 for further discussion about the Liberty exchange.
        During the three and nine months ended September 30, 2004, investment income (loss), net includes $83 and $139 million, respectively, of investment income related to the decrease in the fair value of the derivative component of the ZONES debt. A portion of the fair value adjustment in the nine month interim period results from the change in the common stock underlying the ZONES debt from the non-dividend paying Sprint PCS tracking stock to the dividend paying Sprint FON common stock as a result of the elimination by Sprint of its tracking stock in April 2004. In the future, we expect that changes in the fair value of ~~approximately 116 million shares~~the derivative component of ~~Liberty~~the ZONES debt will be partially offset by changes in the fair value of the Sprint FON common stock we hold and account for as a trading ~~security~~security.
        We were exposed to changes in the fair value of 218 million shares and 116 million shares of Liberty common stock during the 2003 and 2004 interim periods (through July 28, 2004), respectively. We will continue to be exposed to changes in the fair value of 6 million shares of Liberty International common stock we hold and account for as trading securities because we have not entered into a corresponding derivative to hedge this market exposure. ~~Accordingly, our investment~~
        Investment income (loss) ~~is affected by fluctuations in the fair value of the Liberty common stock. Investment loss,~~, net for the ~~first quarter of~~three and nine months ended September 30, 2004, includes ~~a loss~~losses of ~~$110~~$80 million and $198 million, respectively, related to ~~this~~these financial ~~instrument.~~ instruments compared to losses of $165 million during each of the same periods in 2003.

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
Other Income
        On September 30, 2004, we sold our 20% interest in DHC Ventures, LLC to Discovery Communications, Inc. for approximately $149 million in cash and recognized a gain on the sale of approximately $94 million to other income.
Income Tax Expense
        The ~~change~~changes in income tax expense for the interim ~~period~~periods from 2003 to 2004 isare primarily the result of the effects of changes in our income (loss) from continuing operations before taxes and minority interest.
Minority Interest
        The ~~change~~changes in minority interest for the interim ~~period~~periods from 2003 to 2004 isare attributable to the effects of changes in the net income or loss of our less than wholly owned consolidated ~~subsidiaries.~~subsidiaries and to the minority interests in certain subsidiaries acquired or formed during 2004.
        We believe that our operations are not materially affected by inflation. 16 ~~COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED MARCH 31, 2004~~

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes to the information required under this Item from what was disclosed in our 2003 Form 10-K.

ITEM 4.    CONTROLS AND PROCEDURES
Our chief executive officer and our co-chief financial officers, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this report, have concluded, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, that our disclosure controls and procedures were ~~adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.~~ effective.
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION ~~- ------- -----------------~~
ITEM 1.    LEGAL PROCEEDINGS
Refer to Note 78 to our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent developments related to our legal proceedings.

ITEM 6.    EXHIBITS ~~AND REPORTS ON FORM 8-K (a)~~
        Exhibits required to be filed by Item 601 of Regulation S-K:
31
Certifications of Chief Executive Officer and Co-Chief Financial Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32
Certification of Chief Executive Officer and Co-Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~(b) Reports on Form 8-K: None. 17~~

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004

SIGNATURES
        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. COMCAST HOLDINGS CORPORATION ---------------------------------- /S/ LAWRENCE J. SALVA ---------------------------------- Lawrence J. Salva Senior Vice President and Controller (Principal Accounting Officer)
COMCAST HOLDINGS CORPORATION

/S/  LAWRENCE J. SALVA
Lawrence J. Salva
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Date: ~~May 14,~~November 12, 2004 18

(Mark One)
ý	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended:
SEPTEMBER 30, 2004
OR
o	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period fromto.

			Page Number
PART I. FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Condensed Consolidated Balance Sheet as of ~~March 31,~~September 30, 2004 and December 31, 2003 (Unaudited)~~......................................................2~~	2
		Condensed Consolidated Statement of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2004 and 2003 (Unaudited)~~..............................................3~~	3
		Condensed Consolidated Statement of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2004 and 2003 (Unaudited)~~..............................................4~~	4
		Notes to Condensed Consolidated Financial Statements (Unaudited)~~.......................5~~	5
	ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of ~~Operations.............................................................14~~ Operations	16
	ITEM 3.	Quantitative and Qualitative Disclosures about Market ~~Risk............................17~~ Risk	20
	ITEM 4.	Controls and ~~Procedures...............................................................17~~ Procedures	20
PART II. OTHER INFORMATION
	ITEM 1.	Legal ~~Proceedings.....................................................................17~~ Proceedings	20
	ITEM 6.	Exhibits ~~and Reports on Form 8-K......................................................17~~	20
	SIGNATURES ~~......................................................................................18~~		21

			September 30, 2004			December 31, 2003
			(Dollars in millions, except share data)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	685		$	1,509
	Investments			81			139
	Accounts receivable, less allowance for doubtful accounts of $66 and $74			470			453
	Other current assets			209			179

		Total current assets		1,445			2,280

NOTES RECEIVABLE FROM AFFILIATES				4,851			3,310
DUE FROM AFFILIATES, net				1,970			943
INVESTMENTS				2,165			3,363
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,201 and $4,456				6,485			6,571
FRANCHISE RIGHTS				16,617			16,620
GOODWILL				5,750			5,663
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,196 and $1,022				1,881			1,350
OTHER NONCURRENT ASSETS, net				273			302

			$	41,437		$	40,402

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable		$	376		$	303
	Accrued expenses and other current liabilities			1,992			2,014
	Deferred income taxes			5			26
	Current portion of long-term debt			27			373

		Total current liabilities		2,400			2,716

LONG-TERM DEBT, less current portion				7,487			7,828
NOTES PAYABLE TO AFFILIATES				648			61
DEFERRED INCOME TAXES				8,321			8,288
OTHER NONCURRENT LIABILITIES				2,637			2,289
MINORITY INTEREST				384			316
COMMITMENTS AND CONTINGENCIES (NOTE 8)
STOCKHOLDERS' EQUITY
	Preferred stock—authorized, 20,000,000 shares; issued, zero
	Class A common stock, $1.00 par value—authorized, 200,000,000 shares; issued, 21,591,115			22			22
	Class A special common stock, $1.00 par value—authorized, 2,500,000,000 shares; issued, 916,198,519			916			916
	Class B common stock, $1.00 par value—authorized, 50,000,000 shares; issued, 9,444,375			9			9
	Additional capital			12,359			12,353
	Retained earnings			6,268			5,623
	Accumulated other comprehensive loss			(14	)		(19	)

		Total stockholders' equity		19,560			18,904

			$	41,437		$	40,402