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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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/x/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 1997
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
Commission file number 33-
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, 1997
AND 1996 AND FOR THE YEAR ENDED DECEMBER 31,
1997 AND 1996:
Statement of Net Assets Available for Benefits 4
Statement 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, 1997:
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, 1997 and 1996, and the related statements of changes in net assets
available for benefits for the years then ended. 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,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended 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 ("DOL") 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 1997 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
June 26, 1998
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COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
INVESTMENTS - At fair value $ 136,143,071 $ 105,815,513
EMPLOYEE CONTRIBUTIONS RECEIVABLE 460,268 471,526
EMPLOYER CONTRIBUTION RECEIVABLE 180,763 186,267
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NET ASSETS AVAILABLE FOR BENEFITS $ 136,784,102 $ 106,473,306
============= =============
</TABLE>
See notes to financial statements.
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period $ 106,473,306 $ 79,126,856
ADDITIONS (DEDUCTIONS):
Employee contributions 12,317,722 11,574,653
Employer contributions 4,755,842 4,518,442
Interest and dividends 12,345,436 6,802,958
Net appreciation in fair value of investments 12,041,729 7,854,290
Transfers from (to) other plans (2,832,821) 3,377,372
Distributions to participants (8,317,112) (6,781,265)
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NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 136,784,102 $ 106,473,306
============== =============
</TABLE>
See notes to financial statements.
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
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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 Cox Enterprises, Inc.
Benefits Plan 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, other than those related to
participant loans, are charged to and paid directly by the Company. All
administrative expenses related to the participant loan process are
charged directly against the participant's lowest risk investment balance
by Vanguard Fiduciary Trust Company ("Vanguard"), the Plan's trustee.
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 $9,500 in 1996
and 1997. 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. 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 both 1997 and 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, Money Market Trust-Federal
Portfolio, Short-term Corporate Bond Fund, Intermediate Term Corporate
Bond Fund, International Growth Fund, Index-Trust Total Stock Market
Portfolio, 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.
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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;
units of participation in mutual funds are valued at quoted market prices.
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 management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases during the reporting period. Actual results could differ from
those estimates.
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3. SEPARATE FUND INFORMATION
Significant components of the changes in net assets for the years ended
December 31, 1997 and 1996 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
1997 Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 916,636 $ 1,778,355 $ 3,778,259
Employer contributions 361,054 1,414,625 1,001,170
Interest and dividends $ 49,407 $ 4,966 $ 2,372 1,991,445 5,632,233
Net appreciation (depreciation) in
fair value of investments 3,610,030 1,135,442 62,182 49,803 2,398,354 488,273
Distributions to participants (311,005) (406,709) (9,321) (19,969) (1,387,109) (1,807,159)
Transfer from (to) other plans 221,261 262,183 (373,904) (546,494) (674,379)
<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
1997 Fund Portfolio Bond Bond Portfolio Portfolio
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 2,445,931 $ 729,411 $ 913,932 $ 196,105 $ 738,075 $ 832,276
Employer contributions 712,216 188,675 412,468 79,055 274,012 318,071
Interest and dividends 2,547,209 575,328 516,080 40,016 213,363 296,344
Net appreciation (depreciation) in
fair value of investments 1,786,266 49,977 16,433 (11,879) 2,456,848
Distributions to participants (1,136,815) (999,039) (624,287) (64,446) (412,295) (745,851)
Transfer from (to) other plans (472,449) (313,366) (181,150) (4,763) (227,392) (400,684)
</TABLE>
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<PAGE>
<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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<PAGE>
4. INVESTMENTS
The Plan's investments, including those representing 5% or more of the
Plan's net assets, are as follows:
<TABLE>
<CAPTION>
1997 1996
-------------------------------- --------------------------------
Number of Fair Number of Fair
Shares/Units Value Shares/Units Value
<S> <C> <C> <C> <C>
Cox Communications Class A
Common Stock Fund 440,446 $ 8,932,254 316,736 $ 3,721,642
Times Mirror Stock Series A Fund 288,719 5,237,357 326,064 4,786,613
Times Mirror Stock Series B Fund 30,422 327,337
Times Mirror Stock Series C Fund 13,358 242,707 15,904 233,786
Vanguard Wellington Fund 799,590 23,547,918 690,514 18,056,943
Vanguard Windsor Fund 2,087,240 35,441,340 1,604,681 26,621,655
Vanguard W.L. Morgan Growth Fund 1,091,955 19,152,897 824,663 12,889,480
Vanguard Money Market Trust - Federal
Portfolio 10,552,700 10,552,700 11,484,135 11,484,135
Vanguard Short-Term Corporate Bond 806,042 8,713,319 744,442 8,002,749
Vanguard Intermediate-Term Corporate Bond 80,253 797,717 42,958 418,840
Vanguard International Growth Portfolio 306,039 5,015,982 281,058 4,626,207
Vanguard Index Trust - Total Stock
Market Portfolio 511,485 11,580,033 499,011 8,867,418
Loans to participants 6,928,847 5,778,708
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$ 136,143,071 $ 105,815,513
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</TABLE>
5. 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.
6. 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"). The Plan
Administrator believes that the Plan is designed and currently being operated in
compliance with the applicable requirements of the IRC.
7. RELATED PARTY TRANSACTIONS
The Cox Communication Class A Common Stock Fund held 160,901 shares ($3,721,642
fair value) and 222,958 shares ($8,932,254 fair value) of the Company's Class A
common stock at December 31, 1996 and 1997, respectively.
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SUPPLEMENTAL SCHEDULES
(See Independent Auditors' Report)
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
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<TABLE>
<CAPTION>
Identity Current
of Issue Description of Investment Cost Value
<S> <C> <C> <C>
*Vanguard Cox Communications Class A
Common Stock Fund $ 4,500,346 $ 8,932,254
*Vanguard Times Mirror Stock Series A Fund 2,099,612 5,237,357
*Vanguard Times Mirror Stock Series B Fund
*Vanguard Times Mirror Stock Series C Fund 102,577 242,707
*Vanguard Wellington Fund 20,841,086 23,547,918
*Vanguard Windsor Fund 33,839,583 35,441,340
*Vanguard W.L. Morgan Growth Fund 17,238,592 19,152,897
*Vanguard Money Market Trust-Federal Portfolio 10,552,700 10,552,700
*Vanguard Short-Term Corporate Bond 8,748,381 8,713,319
*Vanguard Intermediate-Term Corporate Bond 782,569 797,717
*Vanguard International Growth Portfolio 4,908,221 5,015,982
*Vanguard Index Trust - Total Stock Market Portfolio 8,416,969 11,580,033
*Loans to Various (interest ranging from 6% to 11.5%,
Participants maturities ranging from 1 to 180 months) 6,821,952 6,928,847
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$ 118,852,588 $ 136,143,071
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</TABLE>
* Party-in-interest to the Plan.
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<PAGE>
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, 1997)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
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(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
Involved Case of Loan) Price Price Asset Date Net Gain
<S> <C> <C> <C> <C> <C> <C>
Series of Transactions with the Same Issuer:
Vanguard Wellington Fund $ 6,434,392 $ 6,434,392 $ 6,434,392
Vanguard Wellington Fund $ 3,342,344 2,932,493 3,342,344 $ 409,851
Vanguard Windsor Fund 13,611,375 13,611,375 13,611,375
Vanguard Windsor Fund 5,283,449 4,465,809 5,283,449 817,640
Vanguard W.L. Morgan Growth Fund 7,861,184 7,861,184 7,861,184
Vanguard W.L. Morgan Growth Fund 3,390,483 2,946,652 3,390,483 443,831
Vanguard Money Market Trust-Federal Portfolio 3,488,518 3,488,518 3,488,518
Vanguard Money Market Trust-Federal Portfolio 4,408,026 4,408,026 4,408,026
</TABLE>
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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/ Andrew A. Merdek Date: June 30, 1998
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Andrew A. Merdek
COX COMMUNICATIONS, INC.
Corporate Secretary
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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 June 26, 1998,
appearing in this Annual Report on Form 11-K of Cox Communications, Inc.
Savings and Investment Plan for the year ended December 31, 1997.
/s/Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 26, 1998
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