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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, 1999
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>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
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Page Number
In This Report
Independent Auditors' Report 3
Financial Statements as of and for the years
ended December 31, 1999 and 1998:
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental Schedule as of December 31, 1999:
Schedule of Assets Held for Investment Purposes 10
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 11
EXHIBIT
23 Consent of Deloitte & Touche LLP 12
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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, 1999 and 1998, 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 auditing standards generally accepted
in the United State of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is 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. This schedule is the responsibility of the Plan's management.
Such schedule has been subjected to the auditing procedures applied in our
audit of the basic 1999 financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 9, 2000
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
INVESTMENTS - At fair value $ 217,210,382 $ 164,072,889
EMPLOYEE CONTRIBUTIONS RECEIVABLE 676,715 538,587
EMPLOYER CONTRIBUTION RECEIVABLE 259,774 206,781
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 218,146,871 $ 164,818,257
============= =============
</TABLE>
See notes to financial statements.
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period $ 164,818,257 $ 136,784,102
ADDITIONS (DEDUCTIONS):
Employee contributions 20,509,343 16,164,488
Employer contributions 7,053,817 5,523,638
Interest and dividends 14,483,358 10,226,719
Net appreciation in fair value of investments 22,213,839 9,985,997
Transfers from (to) other plans 122,875 (3,472,788)
Distributions to participants (11,054,618) (10,393,899)
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 218,146,871 $ 164,818,257
============= =============
</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, 1999 AND 1998
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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 the
Employee Retirement Income Security Act of 1974 ("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.
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, 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 and Vesting - All eligible participants may elect to
contribute through a payroll deduction program, an amount ranging from 1%
to 15% (6% for highly-compensated employees) of eligibile pay up to a
maximum of $10,000 in 1998 and 1999. 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 1999 and 1998, 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, Morgan Growth Fund, Federal Money Market Fund, Short-term Corporate
Bond Fund, Intermediate Term Corporate Bond Fund, International Growth
Fund, Total Stock Market Index Fund, and the Cox Communications Class A
Common Stock Fund. Certain former Times Mirror employees may also own
interests in the Series A or Series C Times Mirror Stock Fund; however,
contributions to these funds are no longer allowed. The Times Mirror
Series B Stock Fund was an investment option prior to 1998, but
contributions to that fund are no longer allowed. During 1998, all
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all shares of Times Mirror Series B Stock Fund were swapped for shares of
Times Mirror Series A Stock 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 30 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.
Investment Valuation and Income Recognition - 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,
which approximates fair value. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend rate.
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,
liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Reclassifications - The Plan has adopted Statement of Position (SOP) 99-3,
Accounting and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters. As a result, a reclassification of the
prior-year financial statements has been made to eliminate the by-fund
disclosures.
3. INVESTMENTS
The Plan's investments, including those representing 5% or more of the
Plan's net assets, are as follows:
<TABLE>
<CAPTION>
1999 1998
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Number of Fair Number of Fair
Units Value Units Value
<S> <C> <C> <C> <C>
Cox Communications Class A
Common Stock Fund 934,793* $ 48,141,821 539,418* $ 18,643,608
Times Mirror Series A Stock Fund 55,800* 3,738,627 67,019* 3,753,087
Times Mirror Series C Stock Fund 2,590* 173,551 2,984* 167,086
Vanguard Wellington Fund 1,005,564 28,115,558 931,260 27,332,490
Vanguard Windsor Fund 2,509,798 38,073,640 2,353,863 36,649,647
Vanguard Morgan Growth Fund 1,607,624 36,846,750 1,339,105 26,407,146
Vanguard Federal Money Market Fund 12,385,031 12,385,031 10,858,416 10,858,416
Vanguard Short-Term Corporate Bond Fund 948,581 9,988,561 893,038 9,680,536
Vanguard Intermediate-Term Corporate Bond Fund 183,795 1,692,754 151,151 1,516,048
Vanguard International Growth Fund 355,494 7,995,062 316,175 5,934,600
Vanguard Total Stock Market Index Fund 622,843 20,690,857 542,078 14,863,790
Loans to participants 9,368,170 8,266,435
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$ 217,210,382 $ 164,072,889
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</TABLE>
* As the Plan owns 100% of the outstanding units of the company stock funds,
these amounts represent the number of shares of company stock owned by the
respective funds.
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<PAGE>
During 1999 and 1998, the Plan's investment (including investments bought,
sold, and held during the year) appreciated in value by $22,213,839 and
$9,985,997, respectively, as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Investments at fair value as determined
by quoted market prices:
Company stock funds $15,197,110 $7,216,095
Mutual Funds 7,016,729 2,769,902
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$22,213,839 $9,985,997
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</TABLE>
4. 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.
5. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated February 29, 2000 that the Plan, as then designed, was in
compliance with the applicable sections 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.
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<PAGE>
SUPPLEMENTAL SCHEDULE
(See Independent Auditors' Report)
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<PAGE>
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
Identity Current
of Issue Description of Investment Value
<S> <S> <C>
*Vanguard Federal Money Market Fund Registered Investment Company $12,385,031
*Vanguard Intermediate Term Corporate Bond Fund Registered Investment Company 1,692,754
*Vanguard International Growth Fund Registered Investment Company 7,995,062
*Vanguard Morgan Growth Fund Registered Investment Company 36,846,750
*Vanguard Short-Term Corporate Bond Fund Registered Investment Company 9,988,561
*Vanguard Total Stock Market Index Fund Registered Investment Company 20,690,857
*Vanguard Wellington Fund Registered Investment Company 28,115,558
*Vanguard Windsor Fund Registered Investment Company 38,073,640
Times Mirror Series A Stock Fund Company Stock Fund 3,738,627
Times Mirror Series C Stock Fund Company Stock Fund 173,551
*Cox Communications Class A Common Stock Fund Company Stock Fund 48,141,821
Various (interest ranging from
*Loans to participants 6% to 9%, maturities ranging 9,368,170
from 1 to 180 months) ------------
$217,210,382
============
</TABLE>
*Party-in-interest to the Plan.
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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 27, 2000
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Andrew A. Merdek
COX COMMUNICATIONS, INC.
Corporate Secretary
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