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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 11-K
---------------
[x] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 1996
OR
[_] Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
Commission file number 1-06590
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Cox Communications, Inc.
Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office
Cox Communications, Inc.
1400 Lake Hearn Drive
Atlanta, Georgia 30319
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Page
ITEMS 1 AND 2
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR
THE PERIOD FROM FEBRUARY 1, 1995 (INCEPTION)
TO DECEMBER 31, 1995:
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE
YEAR ENDED DECEMBER 31, 1996:
Item 27a - Schedule of Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
Schedules required under the Employee Retirement Income Security
Act of 1974,other than the schedules listed above, are omitted
because of the absence of the conditions under which they are required.
Signature 14
EXHIBIT
23 Consent of Deloitte & Touche LLP 15
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INDEPENDENT AUDITORS' REPORT
Cox Communications, Inc. Savings and Investment Plan:
We have audited the accompanying statements of net assets available for benefits
of the Cox Communications, Inc. Savings and Investment Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for benefits for the year ended December 31, 1996 and the period from
February 1, 1995 (inception) to December 31, 1995. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the year
ended December 31, 1996 and the period from February 1, 1995 (inception) to
December 31, 1995 in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 ("ERISA"). These schedules are the responsibility of the Plan's management.
Such schedules have been subjected to the auditing procedures applied in our
audit of the basic 1996 financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
May 2, 1997
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COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
INVESTMENTS - At fair value $ 105,815,513 $ 17,611,297
EMPLOYEE CONTRIBUTIONS RECEIVABLE 471,526 157,414
EMPLOYER CONTRIBUTION RECEIVABLE 186,267 69,263
TRANSFER RECEIVABLE FROM OTHER PLANS 61,288,882
-------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 106,473,306 $ 79,126,856
============== =============
</TABLE>
See notes to financial statements.
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COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996 AND PERIOD FROM FEBRUARY 1, 1995
(INCEPTION) TO DECEMBER 31, 1995
- --------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period $ 79,126,856 $ -
ADDITIONS (DEDUCTIONS):
Employee contributions 11,574,653 3,409,904
Employer contributions 4,518,442 1,506,660
Interest and dividends 6,802,958 212,696
Net appreciation in fair value of investments 7,854,290 24,341
Transfers from other plans 3,377,372 74,521,655
Distributions to participants (6,781,265) (548,400)
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 106,473,306 $ 79,126,856
============= ============
</TABLE>
See notes to financial statements.
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995 AND THE
YEAR ENDED DECEMBER 31, 1996 AND THE PERIOD
FROM FEBRUARY 1, 1995 (INCEPTION) TO DECEMBER 31, 1995
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following brief description of the Cox Communications, Inc. Savings and
Investment Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan Document for more complete
information.
General - The Plan was adopted by Cox Communications, Inc. (the "Company")
effective February 1, 1995 to provide tax deferred savings and matching
employer contributions to eligible employees.
The Plan is a defined contribution plan subject to the provisions of ERISA.
Employees are eligible for participation in the Plan after completing one
year of service.
Administration - The Plan is administered by the Company's Management
Committee which is responsible for overall Plan policy and the
Administrative Committee which is responsible for the daily operations of
the Plan. The Administrative Committee is authorized to employ agents,
etc., as may be required, to carry out the provisions of the Plan.
Administrative expenses are charged to and paid directly by the Company.
Effective December 29, 1995, the Plan changed its trustee from Bank of
America to Vanguard.
Contributions - Effective July 1, 1995, all eligible participants could
elect to contribute, through a payroll deduction program, an amount ranging
from 1% to 15% of eligible pay up to a maximum of $9,240 in 1995 and $9,500
in 1996. Prior to July 1, 1995, contributions of former Times Mirror
employees were limited to 12% of eligible pay. The Company contributes an
amount equal to 50% of each participant's contribution, not to exceed 6% of
the participant's eligible pay. Participants are automatically vested in
both their employee and employer contribution accounts upon joining the
Plan.
Participant Accounts - Each participant's account is credited with the
participant's contribution, the Company's matching contribution, and
allocations of Plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined.
Distributions - Upon written request and approval of the Committee,
participants may withdraw amounts as specified in the Plan Document from
their employee contribution account if the withdrawal is necessary due to
hardship.
A participant's contributions and employer matching contributions may be
withdrawn upon retirement, termination of employment, or death.
Investment Options - During 1996, a participant could direct the investment
of his or her account balance, including the employer match, in any of the
following Vanguard managed funds: Wellington Fund, Windsor Fund, W. L.
Morgan Growth Fund, Federal Fund, Short-term Corporate Bond Fund,
Intermediate Term Corporate Bond Fund, International Growth Fund, Index-
Trust Stock Market Fund,
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and the Cox Communications Class A Common Stock Fund. Certain former Times
Mirror employees may also own interests in the Series A, Series B, or
Series C Times Mirror Stock Fund, however, contributions to these funds are
no longer allowed. Prior to the plan changing its trustee to Vanguard in
1995, a participant could direct the investment of his or her account
balance, including the employer match, in any of the following four
investment options: Bank of America Money Market Fund, Bank of America
Balanced Fund, Bank of America Global Fund, and Bank of America Equity
Fund.
Loans - Plan participants are eligible to apply for loans from their
employee contribution account. The loan amount may not exceed certain
limits as outlined in the Plan provisions. Interest is charged at the prime
interest rate as indicated in the Wall Street Journal. Loans are secured by
the account balance of the participant and are generally payable over
periods not longer than five years, except for home loans which may not
exceed 15 years.
2. ACCOUNTING POLICIES
Basis of Accounting - The accounts of the Plan are maintained, and the
accompanying financial statements have been prepared, on the accrual basis
of accounting.
Valuation of Investments - Values for securities are based on the quoted
net asset value (redemption value) of the respective investment company;
collective investment funds are valued at their contract values. Values for
company stock funds are based on their unit closing prices. Participant
loans are valued based upon the remaining unpaid principal balance plus any
accrued but unpaid interest thereon.
Payments of Benefits - Benefit payments to participants are recorded upon
distribution.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect certain
reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates.
Reclassifications - Certain amounts in the 1995 financial statements have
been reclassified for comparative purposes.
3. TRANSFERS RECEIVABLE
The transfers receivable of $61,288,882 at December 31, 1995 represent
assets, including investment earnings, of employees of the Company which
were included in a similar plan of the Company's parent, Cox Enterprises,
Inc. until February 1, 1996 as well as the remaining assets from the Times
Mirror plan that were not transferred until 1996. Certain employees of
Times Mirror currently participate in the Plan as a result of the merger of
Times Mirror into the Company. This amount, together with amounts resulting
from the Company's acquisition and disposition activity during the year,
were transferred into the Plan during 1996.
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4. SEPARATE FUND INFORMATION
Significant components of the changes in net assets for the year ended
December 31, 1996 and the period from February 1, 1995 (inception) to
December 31, 1995 as allocated to the separate investment funds are as
follows:
<TABLE>
<CAPTION>
Cox
Communications Times Times Times
Class A Mirror Mirror Mirror
Common Stock Stock Stock Vanguard Vanguard
Stock Series A Series B Series C Wellington Windsor
1996 Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 517,262 $ 1,614,691 $ 3,710,874
Employer contributions 204,527 1,484,941 905,264
Interest and dividends $ 40,156 $ 18,966 $ 2,045 1,387,052 2,527,538
Net appreciation (depreciation)
in fair value of investments 735,174 1,809,037 25,989 89,918 811,044 2,103,636
Distributions to participants (264,303) (595,158) (32,497) (43,932) (1,014,670) (951,121)
Transfer from (to) other plans 329,236 (142,776) (16,752) (8,202) 11,431,878 18,107,215
<CAPTION>
Vanguard Vanguard
Vanguard Vanguard Vanguard Intermediate- Vanguard Index Trust -
W. L. Morgan Money Market Short-Term Term International Total Stock
Growth Trust-Federal Corporate Corporate Growth Market
1996 Fund Portfolio Bond Bond Portfolio Portfolio
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 2,155,676 $ 762,432 $ 1,046,283 $ 169,581 $ 542,449 $ 583,880
Employer contributions 576,697 187,533 477,403 69,378 203,950 222,481
Interest and dividends 1,197,949 470,237 416,022 17,134 196,411 209,453
Net appreciation (depreciation)
in fair value of investments 647,231 17 (124,234) (1,712) 388,595 1,369,595
Distributions to participants (445,872) (1,066,533) (428,836) (13,241) (569,589) (1,096,708)
Transfer from (to) other plans 8,245,071 7,079,786 7,086,036 137,706 1,079,848 8,394,097
</TABLE>
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<TABLE>
<CAPTION>
Bank of
America Vanguard Bank of
Money VMMR America Vanguard
Market Federal Balanced Wellington
1995 Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Employee contributions $ 921,121 $ 548,825
Employer contributions 413,612 243,583
Interest and dividends 31,927 40,097
Net appreciation (depreciation) in
fair value of investments 14,885
Distributions to participants (173,811) (116,839)
Transfer from other plans $9,303,156 $1,692,140
<CAPTION>
Bank of Vanguard Bank of
America International America
Equity Growth Global
1995 Fund Fund Fund
<S> <C> <C> <C>
Employee contributions $ 1,001,382 $ 781,162
Employer contributions 439,847 340,355
Interest and dividends 83,137 57,535
Net appreciation (depreciation) in
fair value of investments 31,615 (22,159)
Distributions to participants (149,261) (108,489)
Transfer from other plans $ 2,237,477
</TABLE>
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5. INVESTMENTS
The Plan's investments, including those representing 5% or more of the
Plan's net assets, are as follows:
<TABLE>
<CAPTION>
1996 1995
---------------------------- --------------------------
Number of Fair Number of Fair
Shares/Units Value Shares/Units Value
<S> <C> <C> <C> <C>
Cox Communications Class A
Common Stock Fund 316,736 $ 3,721,642
Times Mirror Stock Series A Fund 326,064 4,786,613
Times Mirror Stock Series B Fund 30,422 327,337
Times Mirror Stock Series C Fund 15,904 233,786
Vanguard Wellington Fund 690,514 18,056,943 99,464 $ 2,430,809
Vanguard Windsor Fund 1,604,681 26,621,655
Vanguard W.L. Morgan Growth Fund 824,663 12,889,480
Vanguard Money Market Trust - Federal
Portfolio 11,484,135 11,484,135 11,891,133 11,891,133
Vanguard Short-Term Corporate Bond 744,442 8,002,749
Vanguard Intermediate-Term Corporate Bond 42,958 418,840
Vanguard International Growth Portfolio 281,058 4,626,207 218,998 3,289,355
Vanguard Index Trust - Total Stock
Market Portfolio 499,011 8,867,418
Loans to participants 5,778,708
------------- ------------
$ 105,815,513 $ 17,611,297
============= ============
</TABLE>
6. PLAN TERMINATION
If the Plan should be terminated, the trustee would be instructed to
continue and maintain separate Plan accounts for each participant to
accumulate earnings and profits until distribution of benefits under the
provisions of the Plan are allowable.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated February 19, 1997 that the Plan, as then designed, was in
compliance with the applicable requirement of the Internal Revenue Code
("IRC").
8. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Vanguard
Fiduciary Trust Company ("Vanguard"). Vanguard is the trustee of the Plan
and, therefore, these transactions qualify as party-in-interest. Fees paid
by the Plan for administrative services totaled approximately $170,000 for
the year ended December 31, 1996.
Additionally, the Cox Communication Class A Common Stock Fund holds 160,152
shares of the Company's Class A common stock with a market value of
$3,703,515.
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SUPPLEMENTAL SCHEDULES
----------------------
(See Independent Auditors' Report)
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COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity Current
of Issue Description of Investment Cost Value
<S> <C> <C> <C>
*Vanguard Cox Communications Class A
Common Stock Fund $ 2,651,558 $ 3,721,642
*Vanguard Times Mirror Stock Series A Fund 2,224,008 4,786,613
*Vanguard Times Mirror Stock Series B Fund 272,876 327,337
*Vanguard Times Mirror Stock Series C Fund 120,451 233,786
*Vanguard Wellington Fund 17,328,344 18,056,943
*Vanguard Windsor Fund 24,687,267 26,621,655
*Vanguard W.L. Morgan Growth Fund 12,316,558 12,889,480
*Vanguard Money Market Trust-Federal Portfolio 11,484,135 11,484,135
*Vanguard Short-Term Corporate Bond 8,102,097 8,002,749
*Vanguard Intermediate-Term Corporate Bond 417,155 418,840
*Vanguard International Growth Portfolio 4,343,356 4,626,207
*Vanguard Index Trust - Total Stock Market Portfolio 7,695,187 8,867,418
*Loans to Various (interest ranging from 6% to 11.5%,
Participants maturities ranging from 1 to 180 months) 5,778,708 5,778,708
------------ -------------
$ 97,421,700 $ 105,815,513
============ =============
</TABLE>
* Party-in-interest to the Plan.
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COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
(TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF
THE PLAN ASSETS AS OF JANUARY 1, 1996)
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
DESCRIPTION OF ASSET CURRENT VALUE
IDENTITY OF (INCLUDE INTEREST) OF ASSET ON
PARTY RATE AND MATURITY IN PURCHASE SELLING COST OF TRANSACTION NET GAIN
INVOLVED CASE OF LOAN) PRICE PRICE ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS WITH SAME ISSUER:
Vanguard Cox Communications Class A
Common Stock Fund $ 1,928,265 $ 1,928,265 $ 1,928,265
Vanguard Cox Communications Class A
Common Stock Fund $ 734,954 629,262 734,954 $105,692
Vanguard Times Mirror Stock Series A Fund 40,156 40,156 40,156
Vanguard Times Mirror Stock Series A Fund 1,236,624 671,191 1,263,624 592,433
Vanguard Wellington Fund 17,149,145 17,149,145 17,149,145
Vanguard Wellington Fund 2,333,135 2,250,836 2,333,135 82,299
Vanguard Windsor Fund 27,600,840 27,600,840 27,600,840
Vanguard Windson Fund 3,082,748 2,913,702 3,082,748 169,046
Vanguard W.L. Morgan Growth Fund 13,614,785 13,614,785 13,614,785
Vanguard W.L. Morgan Growth Fund 1,372,499 1,298,236 1,372,499 74,263
Vanguard Money Market Trust-Federal
Portfolio 10,422,455 10,422,455 10,422,455
Vanguard Money Market Trust-Federal
Portfolio 4,230,310 4,230,310 4,230,310 -
Vanguard Short-Term Corporate Bond 9,513,630 9,513,650 9,513,650
Vanguard Short-Term Corporate Bond 1,386,636 1,411,486 1,386,636 (24,850)
Vanguard International Growth Portfolio 2,619,612 2,619,612 2,619,612
Vanguard International Growth Portfolio 1,671,349 1,565,636 1,671,349 105,713
Vanguard Index Trust - Total Stock Market 10,274,501 10,274,501 10,274,501
Vanguard Index Trust - Total Stock Market 2,772,312 2,579,429 2,772,312 192,883
<CAPTION>
SINGLE TRANSACTIONS WITH THE SAME ISSUER:
<S> <C> <C> <C> <C> <C> <C>
Vanguard Wellington Fund 11,207,785 11,207,785 11,207,785
Vanguard Wellington Fund 1,019,338 1,019,338 1,019,338
Vanguard Windsor Fund 18,083,430 18,083,430 18,083,430
Vanguard Windsor Fund 2,261,706 2,261,706 2,261,706
Vanguard W.L. Morgan Growth Fund 7,916,636 7,916,636 7,916,636
Vanguard W.L. Morgan Growth Fund 992,339 992,339 992,339
Vanguard Money Market Trust-Federal
Portfolio 3,258,623 3,258,623 3,258,623
Vanguard Money Market Trust-Federal
Portfolio 1,840,736 1,840,736 1,840,736
Vanguard Money Market Trust-Federal
Portfolio 1,405,307 1,405,307 1,405,307
Vanguard Short-Term Corporate Bond 7,085,043 7,085,043 7,085,043
Vanguard Index Trust - Total Stock Markt 7,350,127 7,350,127 7,350,127
Vanguard Index Trust - Total Stock Market 1,137,671 1,137,671 1,137,671
</TABLE>
13
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator has duly caused this Annual Report to be signed on behalf of
the plan by the undersigned hereunto duly authorized.
COX COMMUNICATIONS, INC.
SAVINGS AND INVESTMENT PLAN
By: /s/ Shauna J. Sullivan Date: June 30, 1997
----------------------------------
Shauna J. Sullivan
COX COMMUNICATIONS, INC.
Assistant Corporate Secretary
14
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
80995 of Cox Communications, Inc. on Form S-8 of our report dated May 2, 1997,
appearing in this Annual Report on Form 11-K of Cox Communications, Inc. Savings
and Investment Plan for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 27, 1997
15
