-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V7RkqkpowS2fvkTj92PmTXv6qBNLW9R6ib8cZLYoWO0RYVzKmJseUgrwQdoHZbJ+ EfQvJcTsS8ZmomloOlDCDQ== 0000931763-02-002269.txt : 20020628 0000931763-02-002269.hdr.sgml : 20020628 20020628095212 ACCESSION NUMBER: 0000931763-02-002269 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COX COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0000025305 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 582112288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06590 FILM NUMBER: 02690186 BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DR NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: COX COMMUNICATIONS INC/DE DATE OF NAME CHANGE: 19941123 FORMER COMPANY: FORMER CONFORMED NAME: COX CABLE COMMUNICATIONS INC DATE OF NAME CHANGE: 19940614 11-K 1 d11k.htm FORM 11-K Prepared by R.R. Donnelley Financial -- Form 11-K
 
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, 2001
OR
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________ to ________
 
Commission file number: 333-
 

 
A.
 
Full title of the plan and 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
 


 
    
    
  
5
    
  
6
  
7
  
8
    
  
13
Schedules required under the Employee Retirement Income Security Act of 1974, other than the schedule listed above, are omitted because of the absence of the conditions under which they are required.
    
    
Consent of Deloitte & Touche LLP
  
14
 

2


 
EXHIBIT INDEX
 
Exhibit
Number

    
23
  
Consent of Deloitte & Touche LLP
 
 

3


 
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 duly authorized official.
 
 
       
COX COMMUNICATIONS, INC.
SAVINGS AND INVESTMENT PLAN
Date:    June 26, 2002
     
By:
 
/s/    ANDREW A. MERDEK                                         

               
Andrew A. Merdek                            
Cox Communications, Inc.                                
Corporate Secretary                                

4


 
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, 2001 and 2000, 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 States 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, 2001 and 2000, 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 2001 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/    Deloitte & Touche LLP
 
May 31, 2002

5


 
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
      
DECEMBER 31, 2001 AND 2000
             





    
2001

  
2000

INVESTMENTS—At fair value
  
$
316,135,258
  
$
249,034,243
EMPLOYEE CONTRIBUTIONS RECEIVABLE
  
 
1,385,671
  
 
1,106,324
EMPLOYER CONTRIBUTIONS RECEIVABLE
  
 
524,864
  
 
420,630
    

  

NET ASSETS AVAILABLE FOR BENEFITS
  
$
318,045,793
  
$
250,561,197
    

  

 
See notes to financial statements.

6


 
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
        
YEARS ENDED DECEMBER 31, 2001 AND 2000
                 





    
2001

    
2000

 
NET ASSETS AVAILABLE FOR BENEFITS—Beginning of period
  
$
250,561,197
 
  
$
218,146,871
 
ADDITIONS (DEDUCTIONS):
                 
Employee contributions
  
 
37,838,314
 
  
 
41,092,297
 
Employer contributions
  
 
13,530,218
 
  
 
10,126,180
 
Interest and dividends
  
 
8,068,736
 
  
 
17,306,907
 
Net depreciation in fair value of investments
  
 
(18,521,117
)
  
 
(16,842,603
)
Transfers from other plans
  
 
43,576,802
 
  
 
198,049
 
Distributions to participants
  
 
(17,008,357
)
  
 
(19,466,504
)
    


  


NET ASSETS AVAILABLE FOR BENEFITS—End of period
  
$
318,045,793
 
  
$
250,561,197
 
    


  


 
See notes to financial statements.

7


 
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
 
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000
 
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, 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 eligible pay up to a maximum of $10,500 in 2001 and 2000. 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—Participants may withdraw amounts as specified in the Plan Document from their employee contribution account, if the withdrawal is necessary due to hardship. Vanguard has been authorized by the Administrative Committee to review and process hardship withdrawals.
 
A participant’s contributions and employer matching contributions may be withdrawn upon retirement, termination of employment, certification of disability, or death.
 
Investment Options—During 2001 and 2000, 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, and 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 Tribune Company Stock Fund; however, contributions to this fund are no longer allowed.
 
Plan Transfer—During 2001, the plan assets relating to participants in the TCA Cable TV, Inc. 401(k) Plan were transferred to the Plan. The Company acquired TCA in August 1999. The transfer from the TCA plan totaled approximately $42 million.

8


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 units of participation in mutual funds are based on the quoted net asset value (redemption value) of the respective fund. 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 date.
 
Payments of Benefits—Benefit payments to participants are recorded upon distribution.
 
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

9


 
3.    INVESTMENTS
 
The Plan’s investments, including those representing 5% or more of the Plan’s net assets, are as follows:
    
2001

  
2000

    
Number of Units

    
Fair
Value

  
Number of Units

    
Fair
Value

Cox Communications Class A Common Stock Fund
  
1,987,631
*
  
$
83,301,620
  
1,269,758
*
  
$
59,123,125
Tribune Company A Stock Fund
  
54,217
*
  
 
2,029,341
  
58,571
*
  
 
2,474,625
Vanguard Wellington Fund
  
1,434,713
 
  
 
39,110,277
  
1,124,744
 
  
 
31,729,041
Vanguard Windsor Fund
  
3,341,757
 
  
 
52,265,086
  
2,817,104
 
  
 
43,073,526
Vanguard Morgan Growth Fund
  
2,963,249
 
  
 
43,352,335
  
2,279,074
 
  
 
38,926,577
Vanguard Federal Money Market Fund
  
22,510,642
 
  
 
22,510,642
  
15,746,846
 
  
 
15,746,846
Vanguard Short-Term Corporate Bond Fund
  
1,282,498
 
  
 
13,876,626
  
1,006,300
 
  
 
10,717,092
Vanguard Intermediate-Term Corporate Bond Fund
  
513,490
 
  
 
4,996,254
  
253,568
 
  
 
2,406,360
Vanguard International Growth Fund
  
748,566
 
  
 
11,235,983
  
515,086
 
  
 
9,719,677
Vanguard Total Stock Market Index Fund
  
1,091,729
 
  
 
28,101,115
  
809,983
 
  
 
23,700,102
Loans to participants
         
 
15,355,979
         
 
11,417,272
           

         

           
$
316,135,258
         
$
249,034,243
           

         

 

*
 
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.
 
During 2001 and 2000, the Plan’s investments (including investments bought, sold, and held during the year) depreciated in value by $18,521,117 and $16,842,603, respectively, as follows:
    
2001

    
2000

 
Investments at fair value as determined by
                 
quoted market prices:
                 
Company stock funds
  
$
(6,834,119
)
  
$
(1,626,491
)
Mutual funds
  
 
(11,686,998
)
  
 
(15,216,112
)
    


  


    
$
(18,521,117
)
  
$
(16,842,603
)
    


  


 
4.    PLAN TERMINATION
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 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.
 

10


 
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 requirements 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.
 

11


 
 
 
 
(See Independent Auditors’ Report)
 

12


 
COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN
      
      
DECEMBER 31, 2001
           





Identity of Issue
  
Description of Investment
  
Current Value
*Vanguard Federal Money Market Fund
  
Registered Investment Company (Mutual Fund)
  
$
22,510,642
*Vanguard Intermediate-Term Corporate Bond Fund
  
Registered Investment Company (Mutual Fund)
  
 
4,996,254
*Vanguard International Growth Fund
  
Registered Investment Company (Mutual Fund)
  
 
11,235,983
*Vanguard Morgan Growth Fund
  
Registered Investment Company (Mutual Fund)
  
 
43,352,335
*Vanguard Short-Term Corporate Bond Fund
  
Registered Investment Company (Mutual Fund)
  
 
13,876,626
*Vanguard Total Stock Market Index Fund
  
Registered Investment Company (Mutual Fund)
  
 
28,101,115
*Vanguard Wellington Fund
  
Registered Investment Company (Mutual Fund)
  
 
39,110,277
*Vanguard Windsor Fund
  
Registered Investment Company (Mutual Fund)
  
 
52,265,086
Tribune Company A Stock Fund
  
Company Stock Fund
  
 
2,029,341
*Cox Communications Class A Common Stock Fund
  
Company Stock Fund
  
 
83,301,620
*Loans to participants
  
Various (interest ranging from
6% to 9%, maturities ranging from
1 to 360 months)
  
 
15,355,979
         

         
$
316,135,258
         

 
* Party-in-interest to the Plan.

13
EX-23 3 dex23.htm CONSENT OF DELOITTE & TOUCHE LLP Prepared by R.R. Donnelley Financial -- Consent of Deloitte & Touche LLP
 
Exhibit 23
 
 
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 31, 2002, appearing in this Annual Report on Form 11-K of the Cox Communications, Inc. Savings and Investment Plan for the year ended December 31, 2001.
 
/s/ Deloitte & Touche LLP
 
Atlanta, Georgia
June 28, 2002
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