COX COMMUNICATIONS INC /DE/
10-Q, 1996-08-08
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

 (MARK ONE)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)      
         OF THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)      
         OF THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 1-13576

                   [LOGO OF COX COMMUNICATIONS APPEARS HERE]

                                 COMMUNICATIONS
                            COX COMMUNICATIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                       58-2112281
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)            

1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA                    30319
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

      Registrant's telephone number, including area code: (404) 843-5000
                                _______________

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  X   No
                                                 ---     ---
                                _______________

     Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date.

     There were 256,440,701 shares of Class A Common Stock outstanding as of
August 1, 1996.

     There were 13,798,896 shares of Class C Common Stock outstanding as of
August 1, 1996.
<PAGE>
 
<TABLE>
<CAPTION>
 
                           COX COMMUNICATIONS, INC.
                                   FORM 10-Q
                      FOR THE QUARTER ENDED JUNE 30, 1996
 
                               TABLE OF CONTENTS
 
                                                              PAGE
                                                              ----
<S>        <C>                                                <C>
                        PART I - FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS.............................     2
 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS..............    10
 
                          PART II - OTHER INFORMATION
 
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.................    15
 
SIGNATURES .................................................    16
 
</TABLE>
<PAGE>

 
                        Part I - Financial Information

Item 1.     Financial Statements

                           Cox Communications, Inc.
                          Consolidated Balance Sheets


<TABLE> 
<CAPTION> 
                                                                            June 30     December 31
                                                                              1996          1995
                                                                         ------------   -----------
                                                                                 (unaudited)
                                                                           (Thousands of Dollars)

<S>                                                                       <C>            <C> 
Assets
Cash................................................................... $      43,390  $     39,166
Accounts and notes receivable, less allowance for doubtful
  accounts of $7,391 and $6,804, respectively..........................       107,296       117,885
Net plant and equipment................................................     1,345,539     1,213,857
Investments............................................................     1,391,461     1,201,253
Intangible assets......................................................     2,743,731     2,775,903
Other assets...........................................................       101,466       207,193
                                                                         ------------   -----------
     Total assets...................................................... $   5,732,883  $  5,555,257
                                                                         ============   ===========

Liabilities and shareholders' equity
Accounts payable and accrued expenses.................................. $     184,592  $    202,204
Deferred income........................................................        35,668        40,900
Deferred income taxes..................................................       307,178       288,039
Other liabilities......................................................       124,930       116,771
Debt...................................................................     2,600,807     2,392,725
Amounts due to Cox Enterprises, Inc....................................        90,870       182,605
                                                                         ------------   -----------
     Total liabilities.................................................     3,344,045     3,223,244
                                                                         ------------   -----------
Shareholders' equity:
  Preferred Stock, $1 par value; 5,000,000 shares authorized;
     none issued.......................................................           --            --
  Class A Common Stock, $1 par value; 286,000,000 shares
     authorized; shares issued and outstanding: 256,440,701
     in 1996 and 256,365,194 in 1995...................................       256,441       256,365
  Class C Common Stock, $1 par value; 14,000,000 shares
     authorized; shares issued and outstanding: 13,798,896
     in 1996 and 1995..................................................        13,799        13,799
  Additional paid-in capital...........................................     1,740,667     1,739,422
  Retained earnings....................................................       301,969       267,648
  Foreign currency translation adjustment..............................        (6,229)       (3,413)
  Net unrealized gain on securities....................................        82,191        58,192
                                                                         ------------   -----------
     Total shareholders' equity........................................     2,388,838     2,332,013
                                                                         ------------   -----------
     Total liabilities and shareholders' equity........................ $   5,732,883  $  5,555,257
                                                                         ============   ===========
</TABLE> 

See notes to consolidated financial statements.

                                       2
<PAGE>
 
                           Cox Communications, Inc.
                       Consolidated Statements of Income
<TABLE> 
<CAPTION> 

                                                              Three Months                  Six Months
                                                              Ended June 30                Ended June 30
                                                       ---------------------------    ----------------------
                                                           1996            1995          1996        1995
                                                       ------------     ----------    ----------   --------- 
                                                                               (unaudited)
                                                                          (Thousands of Dollars)
<S>                                                    <C>              <C>           <C>          <C> 
Revenues:
   Regulated..........................................$     238,130    $   222,376   $   476,356  $  408,651   
   A la carte.........................................       11,830          9,782        24,496      16,344   
   Premium service....................................       47,761         48,059        95,336      90,546   
   Pay-per-view.......................................        9,860         12,717        22,780      19,788   
   Advertising........................................       18,671         16,828        35,953      29,348   
   Satellite..........................................       19,246          9,097        36,895      17,233   
   Other..............................................       11,837          9,205        23,017      17,373   
                                                       ------------     ----------    ----------   --------- 
     Total revenues...................................      357,335        328,064       714,833     599,283   
Costs and expenses:                                                                                            
   Programming costs..................................       85,746         81,025       174,773     148,393   
   Plant operations...................................       34,442         33,777        69,242      63,030   
   Marketing..........................................       11,656         10,463        22,393      17,977   
   General and administrative.........................       72,291         67,031       143,239     122,484   
   Satellite operating and administrative.............       17,551         10,224        33,206      19,026   
   Depreciation.......................................       63,220         45,435       119,082      89,209   
   Amortization.......................................       17,592         19,310        36,092      32,431   
                                                       ------------     ----------    ----------   ---------    
Operating income......................................       54,837         60,799       116,806     106,733   
Interest expense......................................      (34,301)       (39,912)      (68,806)    (68,534)   
Equity in net losses of affiliated companies..........      (28,811)       (16,251)      (48,068)    (34,070)   
Gain on issuance of stock by                                                                                   
     affiliated companies.............................       50,100           --          50,100       --      
Gain on sale of affiliated companies..................         --           10,201         4,640      10,201   
Other, net............................................        5,124          6,219         9,881       9,439   
                                                       ------------     ----------    ----------   ---------    
Income before income taxes............................       46,949         21,056        64,553      23,769   
Income taxes..........................................       19,985         16,026        30,232      16,973   
                                                       ------------     ----------    ----------   ---------    
                                                                                                               
Net income............................................$      26,964    $     5,030   $    34,321  $    6,796   
                                                       ============     ==========    ==========   =========
Per share data:                                                                                                
Net income per share..................................$        0.10    $      0.02   $      0.13          --    
Weighted average number of common                                                                              
     shares outstanding...............................  270,239,597    252,174,007   270,224,247          --    

</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>

                           Cox Communications, Inc.

                Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>

                                                                                               Foreign         Net
                                         Common Stock            Additional                   currency     unrealized
                                     ------------------------     paid-in      Retained      translation     gain on      
                                       Class A       Class C      capital      earnings      adjustment     securities    Total
                                     ----------     ---------   ------------  ---------       ---------      --------  -----------
                                                                         (unaudited)
                                                                    (Thousands of Dollars)
<S>                                  <C>           <C>          <C>           <C>             <C>            <C>       <C>
Balance at December 31, 1995........ $  256,365     $  13,799   $  1,739,422  $ 267,648       $  (3,413)     $ 58,192  $ 2,332,013
  Net income........................                                             34,321                                     34,321
  Issuance of stock related to
     incentive plans................         76                        1,245                                                 1,321
  Foreign currency translation
    adjustment......................                                                             (2,816)                    (2,816)
  Change in net unrealized gain
    on securities...................                                                                           23,999       23,999
                                     ----------     ---------   ------------  ---------       ---------      --------  -----------
Balance at June 30, 1996............ $  256,441     $  13,799   $  1,740,667  $ 301,969       $  (6,229)     $ 82,191  $ 2,388,838
                                     ==========     =========   ============  =========       =========      ========  ===========
</TABLE> 




See notes to consolidated financial statements.

                                       4
<PAGE>
 

                           Cox Communications, Inc.
                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                             Six Months
                                                                           Ended June 30
                                                                       -------------------------
                                                                           1996         1995
                                                                       -----------   -----------  
                                                                              (unaudited)
                                                                        (Thousands of Dollars)
<S>                                                                 <C>             <C> 
Cash flows from operating activities
Net income......................................................   $     34,321   $     6,796
Adjustments to reconcile net income to net cash provided
  by operating activities, net of effect of acquisitions:
  Depreciation..................................................        119,082        89,209
  Amortization..................................................         36,092        32,431
  Equity in net losses of affiliated companies..................         48,068        34,070
  Deferred income taxes.........................................        (61,987)       (7,266)
  Gain on issuance of stock by affiliated companies.............        (50,100)           --
  Gain on sale of affiliated companies..........................         (4,640)      (10,201)
(Increase) decrease in accounts and notes receivable............         11,192        (9,781)
Increase (decrease) in accounts payable and accrued expenses....         (8,202)        2,452
Other, net......................................................         (3,832)          868
                                                                    -----------    ----------
       Net cash provided by operating activities................        119,994       138,578
                                                                    -----------    ----------

Cash flows from investing activities
Capital expenditures............................................       (256,809)     (142,759)
Acquisitions, net of cash acquired..............................             --        20,239
Investments in affiliated companies.............................       (148,750)     (465,102)
Proceeds from sale of business..................................        201,791        13,319
Proceeds from affiliated companies..............................             --        93,046
Other, net......................................................            353         2,817
                                                                    -----------    ----------
       Net cash used in investing activities....................       (203,415)     (478,440)
                                                                    -----------    ----------

Cash flows from financing activities
Borrowings (repayments) of short-term debt, net.................        209,221    (1,055,735)
Proceeds from issuance of debt..................................             --       907,714
Repayment of debt...............................................         (3,190)      (16,501)
Proceeds from exercise of stock options.........................            907            --
Increase (decrease)  in amounts due to Cox Enterprises, Inc.....        (91,496)      167,514
Proceeds from issuance of Common Stock..........................             --       329,918
Increase (decrease) in book overdrafts..........................        (27,797)       16,491
                                                                    -----------    ----------
       Net cash provided by financing activities................         87,645       349,401
                                                                    -----------    ----------

Net increase in cash............................................          4,224         9,539
Cash at beginning of period.....................................         39,166         3,346
                                                                    -----------    ----------
Cash at end of period...........................................   $     43,390   $    12,885
                                                                    ===========    ==========
</TABLE>
See notes to consolidated financial statements.

                                       5

<PAGE>
 

                  Cox Communications, Inc.
            Consolidated Statements of Cash Flows
                         (Continued)

<TABLE>
<CAPTION>
                                                                    Six Months
                                                                  Ended June 30
                                                             -----------------------
                                                                1996        1995
                                                              --------    --------
                                                                    (unaudited)
                                                              (Thousands of Dollars)
<S>                                                           <C>          <C> 
Cash paid during the period for:
     Interest (net of amounts capitalized)...................$  63,973   $  61,058
     Income taxes............................................   77,677      25,939

Noncash activities:
     Cox Common Stock issued in connection with the
        Times Mirror Merger..................................       --   $ 932,000
     Purchase of PCS license.................................       --     251,918
     Capital contributions by Cox Enterprises, Inc...........       --      40,991
     Capital lease additions.................................$   2,620      15,943
</TABLE>

See notes to consolidated financial statements.

                                       6
<PAGE>
 
                            COX COMMUNICATIONS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 JUNE 30, 1996

1.  BASIS OF PRESENTATION AND OTHER INFORMATION

    The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnote disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, the financial
statements reflect all adjustments considered necessary for a fair statement of
the results of operations and financial position for the interim periods
presented. All such adjustments are of a normal recurring nature. These
unaudited interim financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in Cox
Communication, Inc.'s ("Cox") Annual Report on Form 10-K for the year ended
December 31, 1995.

    The results of operations for the six months ended June 30, 1996 are not
necessarily indicative of the results to be expected for the year ended December
31, 1996 or any interim period.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Earnings Per Common Share

    Cox became publicly traded on the New York Stock Exchange effective February
1, 1995. The earnings per common share calculation for the six months ended June
30, 1995 is not disclosed as the dissimilarity of the previous capital structure
of Cox precludes a meaningful comparison. Pro forma earnings per common share is
presented for comparative purposes at Note 3.

    Reclassifications

    Certain amounts in the 1995 financial statements have been reclassified for
comparative purposes.


                                       7
<PAGE>
 
3.  ACQUISITIONS AND DISPOSITIONS OF BUSINESSES

    In April 1996, Cox exchanged its Williamsport, Pennsylvania cable television
system serving approximately 24,500 customers for $13 million and a cable
television system in East Providence, Rhode Island serving approximately 15,500
customers. No gain or loss resulted from this transaction.

    In April 1996, Cox sold certain cable television systems in the Ashland,
Kentucky and Defiance, Ohio area for $136 million. These systems, which were
acquired as a result of the Merger, together served approximately 78,600
customers. No gain or loss resulted from this transaction.

    Also, in April 1996, Cox and Continental Cablevision, Inc. ("Continental")
signed a letter of intent for Cox to trade certain cable television systems in
western Massachusetts serving approximately 47,700 customers for Continental's
cable television systems in James City and York County, Virginia and Pawtucket,
Rhode Island serving approximately 48,500 customers. Cox anticipates this
transaction will be consummated during the fourth quarter of 1996.

    In March 1996, Cox and Time Warner Entertainment/Advance-Newhouse ("Time
Warner") signed a letter of intent for Cox to trade its Myrtle Beach, South
Carolina cable television system serving approximately 37,600 customers for Time
Warner's Hampton and Williamsburg, Virginia cable television systems serving
approximately 45,300 customers. The transaction also includes a Texas cable
television system serving approximately 7,000 customers to be purchased by Cox
and then immediately traded to Time Warner. Cox anticipates this transaction
will be consummated during the fourth quarter of 1996.

    Effective February 1, 1995, Cox, Cox Enterprises, Inc. ("CEI"), The Times
Mirror Company ("Times Mirror") and New TMC Inc. consummated a merger (the
"Merger"), pursuant to which Times Mirror (which, at the time of the Merger, was
engaged only in the cable television business) merged with and into Cox. The
following unaudited pro forma statement of income for the six months ended June
30, 1995 presents the consolidated results of operations as if the Merger had
occurred on January 1, 1995 and does not purport to be indicative of what would
have occurred had the Merger been consummated as of that date nor is it
necessarily indicative of the future operating results.


                                       8
<PAGE>
 
<TABLE>
<CAPTION>
                                                       PRO FORMA
                                                   SIX MONTHS ENDED
                                                     JUNE 30, 1995
                                                ------------------------
                                                 (THOUSANDS OF DOLLARS,
                                                 EXCEPT PER SHARE DATA)
   REVENUES:
<S> <C>                                           <C>           
    Regulated...................................    $  438,172
    A la carte..................................        18,908
    Premium service.............................        95,935
    Pay-per-view................................        21,329
    Advertising.................................        31,345
    Satellite...................................        17,233
    Other.......................................        18,237
                                                  ------------
     Total revenues.............................       641,159
   COSTS AND EXPENSES:
    Programming costs...........................       157,182
    Plant operations............................        67,930
    Marketing...................................        19,272
    General and administrative..................       132,273
    Satellite operating and administrative......        19,026
    Depreciation................................        97,135
    Amortization................................        36,313
                                                  ------------
   OPERATING INCOME.............................       112,028
   Interest expense.............................       (76,289)
   Equity in net losses of affiliated companies.       (34,070)
   Gain on sale of affiliated companies.........        10,201
   Other, net...................................         9,608
                                                  ------------
   INCOME BEFORE INCOME TAXES...................        21,478
   Income taxes.................................        17,252
                                                  ------------
   NET INCOME...................................    $    4,226
                                                  ============ 
   PER SHARE DATA:
   Net income per share.........................    $     0.02
   Weighted average number of common
      shares outstanding........................   251,274,123
 
</TABLE>

4.  INVESTMENTS

    In March 1996, Syntellect, Inc. ("Syntellect") merged with the
operations of Telecorp Systems, Inc. ("Telecorp"). As a result of this merger,
Cox received an 8.6% interest in Syntellect in exchange for its 24.5% interest
in Telecorp. Cox recognized a gain of $4.6 million related to this transaction.

                                       9
<PAGE>
 
    In June 1996, Teleport Communications Group, Inc. ("TCGI") entered into a
reorganization under which, among other things, its four stockholders, Cox,
Comcast Corporation, Continental and Tele-Communications, Inc. (collectively,
the "Cable Stockholders") contributed to TCGI all of their partnership interests
in TCG Partners, any additional interests in local joint ventures and debt and
accrued interest owed by TCGI to the Cable Stockholders (the "Reorganization").
Following the Reorganization, TCGI conducted an initial public offering in which
it sold 27,025,000 shares (the "TCGI IPO"). Upon completion of the
Reorganization and TCGI IPO, Cox owns 24.5% of the total TCGI shares outstanding
and a 29.1% voting interest. As a result of the TCGI IPO, Cox recognized a pre-
tax gain of $50.1 million.

5.  DEBT

    In April 1996, Cox filed a Form S-3 Registration Statement with the
Securities and Exchange Commission (the "Shelf Registration") under which Cox
may from time to time offer and issue debentures, notes, bonds or other evidence
of indebtedness for a maximum aggregate amount of $750 million. Cox currently
intends to use the net proceeds from the sale of these debt securities for
general corporate purposes, which may include additions to working capital, the
repayment or redemption of existing indebtedness and the financing of capital
expenditures and acquisitions. During June, Cox borrowed $734.1 million under
the commercial paper program to repay existing debt.

6.  TRANSACTIONS WITH AFFILIATED COMPANIES

    Cash requirements are funded by internally generated funds, by various
external financing transactions and, as needed, through intercompany loans from
CEI. CEI performs day-to-day cash management services for Cox, with settlements
of credit or debit balances between Cox and CEI occurring periodically with
interest at market rates (6.531% at June 30, 1996). Included in the amounts due
to CEI are the following transactions:
<TABLE>
<CAPTION>
 
                                                    (THOUSANDS OF DOLLARS)

<S> <C>                                                  <C>     
    Balance, December 31, 1995............................ $  182,605
    Cash transferred to CEI...............................   (185,794)
    Net operating expense allocations and reimbursement...     94,059
                                                            ----------
    Balance, June 30, 1996................................ $   90,870
                                                            ==========
 
</TABLE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

    The following discussion should be read in conjunction with the accompanying
historical Consolidated Statements of Income for the three and six month periods
ended June 30, 1996 and 1995 and the pro forma financial information included in
Note 3 to the Consolidated Financial Statements.

RECENT ACQUISITIONS, DISPOSITIONS AND INVESTMENTS

U.S. Broadband Networks

    In April 1996, Cox exchanged its Williamsport, Pennsylvania cable television
system serving approximately 24,500 customers for $13 million and a cable
television system in East Providence, Rhode Island serving approximately 15,500
customers. No gain or loss resulted from this transaction.

                                      10
<PAGE>
 
    In April 1996, Cox sold certain cable television systems in the Ashland,
Kentucky and Defiance, Ohio area for $136 million. These systems, which were
acquired as a result of the Merger, together served approximately 78,600
customers. No gain or loss resulted from this transaction.

    Also, in April 1996, Cox and Continental signed a letter of intent for Cox
to trade certain cable television systems in western Massachusetts serving
approximately 47,700 customers for Continental's cable television systems in
James City and York County, Virginia and Pawtucket, Rhode Island serving
approximately 48,500 customers. Cox anticipates this transaction will be
consummated during the fourth quarter of 1996.

    In March 1996, Cox and Time Warner signed a letter of intent for Cox to
trade its Myrtle Beach, South Carolina cable television system serving
approximately 37,600 customers for Time Warner's Hampton and Williamsburg,
Virginia cable television systems serving approximately 45,300 customers. The
transaction also includes a Texas cable television system serving approximately
7,000 customers to be purchased by Cox and then immediately traded to Time
Warner. Cox anticipates this transaction will be consummated during the fourth
quarter of 1996.

THREE MONTHS ENDED JUNE 30, 1996 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1995

    Revenues for the three months ended June 30, 1996 were $357.3 million,
a 9% increase over revenues of $328.1 million for the three months ended June
30, 1995. Basic customers were 3,216,993 at June 30, 1996. Adjusting for the
acquisitions and sales of cable television systems during 1996 and 1995, total
revenues increased 11% and basic customers grew 2.8% compared to the second
quarter of 1995.

    Regulated revenues for the second quarter of 1996 grew 7% over the same
period in 1995 to $238.1 million. On a comparable basis, adjusting for the
acquisitions and sales of cable television systems, regulated revenue increased
10% compared to the same period in 1995 due to the larger customer base and
average rate increases of $1.80 per month per subscriber during the second half
of 1995. These rate increases reflected channel additions and the allowable 
pass-through of inflation adjustments and external costs, primarily programming
fee increases. A la carte revenues increased 21% to $11.8 million reflecting
continued growth as additional systems offer a la carte packages, and selected
price adjustments during the fourth quarter of 1995.

    Premium service revenues for the current quarter were $47.8 million,
down 1% from the second quarter of 1995; however, adjusting for the acquisitions
and sales, premium service revenues were consistent with the same quarter in
1995. The average premium channel rate per unit decreased during the current
quarter due to the April 1996 launch of a three-for-one premium channel
promotion. This promotion boosted growth in premium units to 2,149,196 at June
30, 1996 compared to 1,835,261 at June 30, 1995.   Pay-per-view revenues for the
second quarter of 1996 were $9.9 million, down 22% from the same period in 1995
as a result of Phoenix Suns playoff games and other non-recurring sporting
events in 1995. Advertising revenues increased 11% to $18.7 million reflecting
continued gains in national account revenue.

    Revenues from satellite operations (Cox Satellite Programming and
PrimeStar) were $19.2 million for the current quarter, an 112% increase over
revenues of $9.1 million for the same quarter in 1995 as PrimeStar customers
increased from 30,849 at June 30, 1995 to 88,163 at June 30, 1996.

    Programming costs were $85.7 million for the second quarter of 1996,
an increase of 6% over the comparable period in 1995 due primarily to Cox's
larger customer base and the offering of additional channels. Marketing costs
were $11.7 million for the current quarter, an 11% increase over the second

                                      11
<PAGE>
 
quarter of 1995 primarily as a result of sales programs associated with the
premium channel promotion and an increase in advertising. General and
administrative expenses for the second quarter of 1996 increased 8% to $72.3
million due to the increase in salaries and benefits associated with Cox's
larger customer base. Also included in general and administrative expenses for
the current quarter is $1.1 million related to the development of high-speed
data and telephony services.

    Operating income before depreciation and amortization ("EBITDA") is a
commonly used financial analysis tool for measuring and comparing cable
television companies in several areas, such as liquidity, operating performance
and leverage. EBITDA for the second quarter of 1996 was $135.6 million, an 8%
increase over EBITDA of $125.5 million for the second quarter of 1995. Adjusting
for the sales and acquisitions of cable television systems, EBITDA growth was
10% over the second quarter of 1995. Included in EBITDA is a contribution from
satellite operations of $1.7 million for the current quarter as compared to a
loss of $1.1 in the second quarter of 1995.

    The EBITDA margin (EBITDA as a percentage of revenues) for the current
quarter was 38.0%, a slight decrease from 38.3% for the second quarter of 1995
due to the up-front costs associated with the strong growth of the satellite
business. Excluding satellite operations, the EBITDA margin for the current
quarter was 39.6% which was in line with the second quarter of 1995. The 1996
margin also reflects expenses related to the development of new services.

    Depreciation was $63.2 million for the second quarter of 1996, a 39%
increase compared to the second quarter of 1995, reflecting the continued
upgrade of the broadband network and acceleration of the depreciation of analog
converters. Operating income for the second quarter of 1996 was $54.8 million, a
10% decrease compared to the same period in 1995.

    Interest expense for the current quarter was $34.3 million, a 14% decrease
from the second quarter of 1995 due to the capitalization of interest expense on
debt incurred to fund Sprint Spectrum. Excluding capitalized interest of $11.0
million and $5.8 million for the second quarter of 1996 and 1995, respectively,
interest expense was comparable. Equity in net losses of affiliated companies
was $28.8 million, a $12.6 million increase over the prior year due to increased
losses from Sprint Spectrum and new programming ventures which were partially
offset by the elimination of losses from SBC CableComms as a result of the
SBC/TeleWest merger in October 1995. A gain on issuance of stock by affiliated
companies of $50.1 million was recognized in the second quarter as a result of
the initial public offering of Teleport.

    Net income for the current quarter was $27.0 million as compared to net
income of $5.0 million for the second quarter of 1995.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH PRO FORMA SIX MONTHS ENDED JUNE 30,
    1995

    The pro forma results discussed below reflect the Merger and related
transactions as if these transactions had occurred on January 1, 1995.

    Revenues for the six months ended June 30, 1996 were $714.8 million,
an 11% increase over revenues of $641.2 million for the comparable period of
1995. Basic customers were 3,216,993 at June 30, 1996.

    Regulated revenues grew 9% to $476.4 million due to the larger
customer base and average rate increases of $1.80 per month per subscriber
during the second half of 1995. These rate increases reflected channel additions
and the allowable pass-through of inflation adjustments and external costs,
primarily programming fee increases. A la carte revenues increased 30% to $24.5

                                      12
<PAGE>
 
million reflecting continued growth as additional systems offer a la carte
packages, and selected price adjustments during the fourth quarter of 1995.

    Premium service revenues for the six months ended June 30, 1996 were
$95.3 million, down 1% from the same period in 1995. The average premium channel
rate per unit decreased during 1996 due to the February and April 1996
promotions which offered two-for-one and three-for-one premium channels,
respectively. These promotions boosted growth in premium units to 2,149,196 at
June 30, 1996 from 1,835,261 at June 30, 1995.   Pay-per-view revenues were
$22.8 million, a 7% increase over the six months ended June 30, 1995 due
primarily to the Tyson/Bruno boxing event in March 1996. Advertising revenues
increased 15% to $36.0 million reflecting continued gains in national account
revenue and new customers such as Sprint.

    Revenues from satellite operations (Cox Satellite Programming and
PrimeStar) were $36.9 million for the six months ended June 30, 1996, a 114%
increase over revenues of $17.2 million for the same period in 1995 as PrimeStar
customers increased from 30,849 at June 30, 1995 to 88,163 at June 30, 1996.

    Programming costs increased 11% due primarily to Cox's larger customer
base and the offering of additional channels. Marketing costs increased 16% as a
result of sales programs associated with the premium channel promotion and an
increase in advertising. General and administrative expenses increased 8% due to
the increase in salaries and benefits associated with Cox's larger customer base
and the development of new services.

    EBITDA for the six months ended June 30, 1996 was $272.0 million, an
11% increase over EBITDA of $245.5 million for the same period in 1995. Included
in EBITDA is a contribution from satellite operations of $3.7 million for the
six months ended June 30, 1996 as compared to a loss of $1.8 million for the
same period in 1995.

    The EBITDA margin for the first six months of 1996 was 38.0%, a slight
decrease from 38.3% for the first six months of 1995 due to the up-front costs
associated with the strong growth of the satellite business. Excluding satellite
operations, the EBITDA margin for the six months ended June 30, 1996 was 39.6%
which was in line with the same period in 1995. The 1996 margin also reflects
expenses related to the development of new services.

    Depreciation increased 23% to $119.1 million, reflecting the continued
upgrade of the broadband network and acceleration of the depreciation of analog
converters. Operating income for the six months ended June 30, 1996 was $116.8
million, a 4% increase compared to the same period in 1995.

    Interest expense decreased 10% to $68.8 million due to the
capitalization of interest expense on debt incurred to fund Sprint Spectrum.
Equity in net losses of affiliated companies was $48.1 million, a $14.0 million
increase over the prior year due to increased losses from Sprint Spectrum and
new programming ventures which were partially offset by the elimination of
losses from SBC CableComms as a result of the SBC/TeleWest merger. A gain on
issuance of stock by affiliated companies of $50.1 million was recognized in the
second quarter of 1996 as a result of the initial public offering of Teleport. A
gain on sale of affiliated companies of $4.6 million was recognized in the first
quarter of 1996 as a result of the merger of Telecorp and Syntellect.

    Net income for the six months ended June 30, 1996 was $34.3 million as
compared to net income of $4.2 million for the six months ended June 30, 1995.


                                      13
<PAGE>
 
SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1995

    Revenues for the six months ended June 30, 1996 were $714.8 million, a
19% increase over revenues of $599.3 million for the comparable period of 1995.
EBITDA for the first six months of 1996 was $272.0 million, a 19% increase as
compared to $228.4 million for the first six months of 1995. Operating income
for the six months ended June 30, 1996 was $116.8 million, a 9% increase from
the comparable period of 1995. Equity in net losses of affiliated companies
increased $14.0 million due to increased losses from Sprint Spectrum and new
programming ventures which were partially offset by the elimination of losses
from SBC CableComms as a result of the SBC/TeleWest merger. A gain on issuance
of stock by affiliated companies of $50.1 million was recognized in the second
quarter of 1996 as a result of the initial public offering of Teleport. A gain
on sale of affiliated companies of $4.6 million was recognized in the first
quarter of 1996 as a result of the merger of Telecorp and Syntellect. Net income
for the six months ended June 30, 1996 was $34.3 million as compared to net
income of $6.8 million for the six months ended June 30, 1995.

LIQUIDITY AND CAPITAL RESOURCES

Uses of Cash

    As part of Cox's ongoing strategic plan, Cox has invested, and will continue
to invest, significant amounts of capital to enhance the reliability and
capacity of its broadband cable television network in preparation of the
offering of new services and to make investments in affiliated companies
primarily focused on telephony, programming and communications-related
activities.

    Capital expenditures in 1996 are expected to be approximately $400 million
for cable television operations, $85 million for telephony-related upgrades and
$70 million for reception equipment for PrimeStar satellite customers. During
the six months ended June 30, 1996, Cox made capital expenditures of $256.8
million.

    Funding requirements in 1996 for investments in affiliated companies are
expected to be approximately $209 million for Sprint Spectrum and PhillieCo and
$47 million for programming ventures, PrimeStar Partners and other investments.
During the six months ended June 30, 1996, Cox funded approximately $105 million
for Sprint Spectrum and other telephony investments and $43.8 million to
PrimeStar, Outdoor Life, Speedvision and various other programming interests.

Sources of Cash
 
    In April 1996, Cox filed a Form S-3 Registration Statement with the
Securities and Exchange Commission under which Cox may from time to time offer
and issue debentures, notes, bonds or other evidence of indebtedness for a
maximum aggregate amount of $750 million (the "commercial paper program"). Cox
currently intends to use the net proceeds from the sale of these debt securities
for general corporate purposes, which may include additions to working capital,
the repayment or redemption of existing indebtedness and the financing of
capital expenditures and acquisitions. During June, Cox borrowed $734.1 million
under the commercial paper program to repay existing debt.


                                      14
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

                27    --    Financial Data Schedule

         (b)  Reports on Form 8-K filed during the quarter ended June 30, 1996:
              None.


                                      15
<PAGE>
 
                                   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.



                                             COX COMMUNICATIONS, INC.



     /s/ Jimmy W. Hayes                      Date: August 8, 1996
- ----------------------------------
     Jimmy W. Hayes
     Senior Vice President, Finance and
     Chief Financial Officer
     (Principal Financial Officer)


                                      16

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
PERIOD ENDING JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-START>                             JAN-01-1996             JAN-01-1996
<PERIOD-END>                               JUN-30-1996             JUN-30-1996
<CASH>                                          43,390                  43,390
<SECURITIES>                                         0                       0
<RECEIVABLES>                                  114,687                 114,687
<ALLOWANCES>                                   (7,391)                 (7,391)
<INVENTORY>                                     45,866                  45,866
<CURRENT-ASSETS>                                14,377                  14,377
<PP&E>                                       2,155,022               2,155,022
<DEPRECIATION>                               (809,483)               (809,483)
<TOTAL-ASSETS>                               5,732,883               5,732,883
<CURRENT-LIABILITIES>                        (304,548)               (304,548)
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                     (270,240)               (270,240)
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>               (5,732,883)             (5,732,883)
<SALES>                                              0                       0
<TOTAL-REVENUES>                             (357,335)               (714,833)
<CGS>                                                0                       0
<TOTAL-COSTS>                                  149,395                 299,614
<OTHER-EXPENSES>                               153,103                 298,413
<LOSS-PROVISION>                                 4,892                   9,699
<INTEREST-EXPENSE>                              34,301                  68,806
<INCOME-PRETAX>                               (46,949)                (64,553)
<INCOME-TAX>                                    19,985                  30,232
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                  (26,964)                (34,321)
<EPS-PRIMARY>                                     0.10                    0.13
<EPS-DILUTED>                                     0.10                    0.13
        

</TABLE>


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