EX-99.1 2 g91459exv99w1.htm EX 99.1 PRESS RELEASE DATED OCTOBER 27, 2004 EX 99.1 PRESS RELEASE DATED OCTOBER 27, 2004
 

Exhibit 99.1

[Cox Letterhead]

FOR IMMEDIATE RELEASE, OCTOBER 27, 2004

COX COMMUNICATIONS ANNOUNCES THIRD QUARTER
AND YEAR-TO-DATE FINANCIAL RESULTS FOR 2004

     ATLANTA - Cox Communications, Inc. (NYSE: COX) today reported financial results for the three and nine months ended September 30, 2004.

THIRD QUARTER HIGHLIGHTS

For the third quarter of 2004, Cox:

    Ended the quarter with approximately 6.3 million basic video customers, up 0.4% from September 30, 2003.

    Ended the quarter with over 6.6 million total customer relationships, up 1.4% from September 30, 2003.

    Ended the quarter with approximately 12.3 million total RGUs, up 11% from September 30, 2003, driven by 25% growth in advanced-service RGUs year-over-year.

    Added 72,868 Cox Digital Cable customers, ending the quarter with approximately 2.4 million digital cable customers, representing year-over-year customer growth of 14%. Cox Digital Cable is now available to 99% of the homes in Cox’s service areas with 37% penetration of our basic video customer base.

    Added 184,446 high-speed Internet customers, the most Cox high-speed Internet customers ever added in a quarter. Cox ended the quarter with over 2.4 million high-speed Internet customers, representing year-over-year growth of 32%.

    Added 82,596 Cox Digital Telephone customers, the most Cox Digital Telephone customers ever added in a quarter. Cox ended the quarter with over 1.2 million telephone customers, representing year-over-year growth of 33%.

    Generated $566.3 million in cash flows provided by operating activities and $175.4 million in free cash flow (cash flows provided by operating activities less capital expenditures).

    Generated 11% revenue growth during the quarter and 12% revenue growth during the nine months ended September 30, 2004, compared with the same periods in 2003.

    Generated 14% operating income growth and 8% operating cash flow growth (operating income before depreciation and amortization and gains or losses on the sale of cable systems) during the quarter ended September 30, 2004 and 35% operating income growth and 14% operating cash flow growth during the nine months ended September 30, 2004, compared with the same periods in 2003. Excluding the impact of the litigation and hurricanes discussed under the heading Recent Events below, Cox would have generated 12% operating cash flow growth during the quarter ended September 30, 2004 and 15% operating cash flow growth during the nine months ended September 30, 2004, compared with the same periods in 2003.

RECENT EVENTS

     During the third quarter of 2004, Hurricanes Frances, Ivan and Jeanne caused significant damage in Florida. Cox’s two systems in Florida and one of its systems in Louisiana experienced varying levels of cable plant damage, business interruption and loss of customers. Cox is insured related to these losses, subject to a $5 million deductible amount. Cox believes

 


 

that losses associated with these hurricanes in excess of the deductible will be recoverable under its insurance policies. As of September 30, 2004, Cox had met the overall deductible amount, which is reflected in the accompanying consolidated financial statements.

     On October 15, 2004, a verdict was delivered in the case of Gardner v. Cox Communications, Inc. and Cox Classic Cable, Inc. in the Probate Court of Galveston County, Texas. The verdict, which is subject to appeal, assesses damages against Cox in the amount of $16.4 million, plus pre-judgment interest and attorneys’ fees totaling approximately $5.6 million, arising out of an acquisition by TCA Cable of three cable systems formerly owned by the plaintiffs. At trial, plaintiffs claimed, among other things, that TCA Cable breached a letter of intent for the purchase of plaintiffs’ systems. Cox is successor to TCA Cable as a result of Cox’s 1999 acquisition of TCA Cable. Through September 30, 2004, Cox has incurred legal expenses of approximately $0.6 million in defending this action. Cox intends to appeal the verdict, and the ultimate outcome cannot be predicted at this time. These amounts are recorded within Loss on litigation in the accompanying Consolidated Statements of Operations.

     On October 19, 2004, Cox and Cox Enterprises, Inc. (CEI) announced that an agreement had been reached for CEI to acquire the outstanding publicly held minority shares of Cox for $34.75 per share. The transaction will be structured as a cash tender offer by CEI and Cox, followed by a merger. Upon completion of the transaction, anticipated to be mid-December, Cox will become a wholly owned subsidiary of CEI. As the next step in the process, CEI and Cox expect to commence a tender offer under the agreement in approximately one week. Consummation of the tender offer will be subject to certain conditions, including the condition that the majority of the publicly held minority interest shares are validly tendered and not withdrawn before the expiration of the tender offer.

2004 OUTLOOK

     Consistent with previously stated guidance, Cox still expects revenue growth of 11.5% to 12.5% over 2003. Operating cash flow growth will be at the low end of the previously stated range of 14% to 15% as a result of the costs associated with the Florida hurricanes and the accrual related to the adverse verdict, each described above. Without these two events, Cox would expect to end the year at the high end of the 14% to 15% operating cash flow growth range. Capital expenditures for 2004 are expected to be approximately $1.4 billion.

     Expected basic video customer growth over 2003 has been reduced from just under 1.0% to approximately 0.3%. Advanced-service RGU net additions are expected to be between 1.1 and 1.2 million, an increase in previously stated guidance of 1.0 to 1.1 million. In addition, Cox continues to expect to be free cash flow positive for the full year 2004.

     Operating cash flow and free cash flow are not financial measures calculated in accordance with accounting principles generally accepted in the United States (GAAP). For more information regarding these non-GAAP financial measures, please refer to the discussion under the heading Use of Operating Cash Flow and Free Cash Flow.

OPERATING RESULTS

Three months ended September 30, 2004 compared with three months ended September 30, 2003

     Total revenues for the third quarter of 2004 were $1.6 billion, an increase of 11% over the third quarter of 2003. This was primarily due to growth in advanced service subscriptions (which include digital cable, high-speed Internet access and telephony) and higher basic cable

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rates. An increase in Cox Business Services customers, as well as an increase in advertising sales, also contributed to overall revenue growth.

     Cost of services, which includes programming costs, other direct costs and field service costs, was $666.9 million for the third quarter of 2004, an increase of 8% over the same period in 2003. Programming costs increased 11% to $324.8 million, reflecting rate increases and customer growth. Other direct costs and field service costs in the aggregate increased 5% to $342.1 million, reflecting 25% growth in advanced-service RGUs over the last twelve months, partially offset by cost savings achieved through successful field service initiatives.

     Selling, general and administrative expenses were $343.9 million for the third quarter of 2004, an increase of 15% over the comparable period in 2003. This was due to a 12% increase in general and administrative expenses and a 22% increase in marketing expense. The increase in general and administrative expenses was primarily due to increased salaries and benefits and costs related to trials of new video and telephony products. Marketing expense increased primarily due to the launch of faster high-speed Internet service, new high-speed Internet tiers and new video products, as well as a 10% increase in costs associated with Cox Media, Cox’s advertising sales business.

     Operating income increased 14% to $183.8 million for the third quarter of 2004, and operating cash flow increased 8% to $584.7 million for the same period. Operating income margin (operating income as a percentage of revenues) was 11%, for the third quarter of 2004 and 2003. Operating cash flow margin (operating cash flow as a percentage of revenues) for the third quarter of 2004 was 36%, compared to 37% for the same period in 2003.

     Depreciation and amortization increased to $400.9 million from $382.1 million in the third quarter of 2003. This was due to an increase in depreciation from Cox’s continuing investment in its broadband network in order to deliver additional services.

     In August 2003, Cox terminated a series of prepaid forward contracts accounted for as zero-coupon debt. While these contracts were outstanding, changes in the market value of the Sprint PCS common stock associated with the contracts impacted the gain (loss) on derivative instruments. As a result of the termination of the contracts, the pre-tax loss on derivative instruments for the third quarter of 2004 was insignificant. For the third quarter of 2003, Cox recorded a $4.2 million pre-tax gain on derivative instruments primarily resulting from the change in the fair value of certain derivative instruments embedded in Cox’s zero-coupon debt that were indexed to shares of Sprint PCS common stock that Cox owned prior to the net settlement of the zero-coupon debt in August 2003.

     The net gain on investments of $43.7 million for the third quarter of 2003 was primarily due to:

    $57.3 million pre-tax gain on the sale of 13.9 million shares of Sprint PCS common stock; partially offset by

    $4.9 million pre-tax loss as a result of the change in market value of Cox’s investment in Sprint PCS common stock classified as trading; and

    $8.8 million decline in the fair value of certain investments considered to be other than temporary.

     During the third quarter of 2003, Cox recorded a $443.8 million pre-tax loss on extinguishment of debt due to:

    $412.8 million pre-tax loss resulting from the purchase of $1.8 billion aggregate principal amount of Cox’s exchangeable subordinated discount debentures due 2020

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      (the Discount Debentures) pursuant to Cox’s offer to purchase any and all Discount Debentures;

    $29.5 million pre-tax loss resulting from the termination of Cox’s series of prepaid forward contracts to sell up to 19.5 million shares of Sprint PCS common stock; and

    $1.5 million pre-tax loss resulting from the purchase of $250.0 million aggregate principal amount of Cox’s 6.15% Reset Put Securities due 2033 (the REPS).

     Net income for the third quarter of 2004 was $42.0 million compared to a net loss of $215.1 million for the third quarter of 2003. Basic and diluted net income per share for the third quarter of 2004 was $0.07. Excluding the impact of the adverse verdict and hurricanes discussed under the heading Recent Events, basic and diluted net income per share for the third quarter of 2004 would have been $0.11.

Nine months ended September 30, 2004 compared with nine months ended September 30, 2003

     Total revenues for the nine months ended September 30, 2004 were $4.8 billion, an increase of 12% over the nine months ended September 30, 2003. This was primarily due to growth in advanced service subscriptions (which include digital cable, high-speed Internet access and telephony) and higher basic cable rates. An increase in Cox Business Services customers, as well as an increase in advertising sales, also contributed to overall revenue growth.

     Cost of services was $1.9 billion for the nine months ended September 30, 2004, an increase of 9% over the same period in 2003. Programming costs increased 11% to $963.2 million, reflecting rate increases and customer growth. Other direct costs and field service costs in the aggregate increased 7% to $984.2 million, reflecting 25% growth in advanced-service RGUs over the last twelve months, partially offset by cost savings achieved through successful field service initiatives.

     Selling, general and administrative expenses were $1.0 billion for the nine months ended September 30, 2004, an increase of 12% over the comparable period in 2003. This was due to a 10% increase in general and administrative expenses and an 18% increase in marketing expense. The increase in general and administrative expenses was primarily due to increased salaries and benefits and costs related to trials of new video and telephony products. Marketing expense increased primarily due to the launch of faster high-speed Internet service, new high-speed Internet tiers and new video products, as well as a 9% increase in costs associated with Cox Media, Cox’s advertising sales business.

     Operating income increased 35% to $572.9 million for the nine months ended September 30, 2004, and operating cash flow increased 14% to $1.8 billion. Operating income margin for the nine months ended September 30, 2004 was 12%, compared to 10% for the same period in 2003. Operating cash flow margin was 37% for the nine months ended September 30, 2004 and 2003.

     Depreciation and amortization increased to $1.2 billion from $1.1 billion in the nine months ended September 30, 2003. This was due to an increase in depreciation from Cox’s continuing investment in its broadband network in order to deliver additional services.

     During the nine months ended September 30, 2004, Cox recorded a $5.0 million pre-tax loss on the sale of certain small, non-clustered cable systems in Oklahoma, Kansas, Texas and Arkansas, which in the aggregate consisted of approximately 53,000 basic cable subscribers. Certain subscriber data in the Summary of Operating Statistics table as of September 30, 2003 has been adjusted for this disposition, as further described in footnote (a) to the table.

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     In August 2003, Cox terminated a series of prepaid forward contracts accounted for as zero-coupon debt. While these contracts were outstanding, changes in the market value of the Sprint PCS common stock associated with the contracts impacted the gain (loss) on derivative instruments. As a result of the termination of the contracts, the pre-tax loss on derivative instruments for the nine months ended September 30, 2004 was insignificant. For the nine months ended September 30, 2003, Cox recorded a $22.5 million pre-tax loss on derivative instruments primarily due to a $4.4 million pre-tax loss resulting from the change in the fair value of Cox’s net settleable warrants and an $18.7 million pre-tax loss resulting from the change in the fair value of certain derivative instruments embedded in Cox’s zero-coupon debt that were indexed to shares of Sprint PCS common stock that Cox owned prior to the net settlement of the zero-coupon debt in August 2003.

     Net gain on investments of $28.9 million for the nine months ended September 30, 2004 was primarily due to a $2.3 million pre-tax gain on the sale of all remaining shares of Sprint stock held by Cox, a $19.5 million pre-tax gain on the sale of 0.1 million shares of Sprint PCS preferred stock and a $7.3 million pre-tax gain on the sale of certain other non-strategic investments.

     Net gain on investments of $166.1 million for the nine months ended September 30, 2003 was primarily due to:

    $154.5 million pre-tax gain on the sale of 46.8 million shares of Sprint PCS common stock;

    $21.8 million pre-tax gain as a result of the change in market value of Cox’s investment in Sprint PCS common stock classified as trading; partially offset by

    $9.6 million pre-tax decline in the fair value of certain investments considered to be other than temporary.

     During the nine months ended September 30, 2004, Cox recorded a $7.0 million pre-tax loss on extinguishment of debt due to the redemption of $14.6 million aggregate principal amount of Cox’s exchangeable subordinated debentures due 2029 (the PRIZES) and $0.1 million aggregate principal amount of Cox’s 3% exchangeable subordinated debentures due 2030 (the Premium PHONES), which represented all remaining outstanding PRIZES and Premium PHONES.

     For the nine months ended September 30, 2003, Cox recorded a $450.1 million pre-tax loss on extinguishment of debt due to:

    $412.8 million pre-tax loss resulting from the purchase of $1.8 billion aggregate principal amount of the Discount Debentures pursuant to Cox’s offer to purchase any and all Discount Debentures;

    $29.5 million pre-tax loss resulting from the termination of Cox’s series of prepaid forward contracts to sell up to 19.5 million shares of Sprint PCS common stock;

    $1.5 million pre-tax loss resulting from the purchase of $250.0 million aggregate principal amount of REPS;

    $10.2 million pre-tax loss resulting from the purchase of $422.7 million aggregate principal amount at maturity of Cox’s convertible senior notes due 2021 pursuant to the holders’ right to require Cox to purchase the convertible notes; partially offset by

    $3.9 million pre-tax gain resulting from the purchase of $1.3 billion aggregate principal amount of the PRIZES and $274.9 million aggregate principal amount of the Premium PHONES pursuant to Cox’s offer to purchase any and all PRIZES and Premium PHONES.

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     Net income for the nine months ended September 30, 2004 was $162.3 million compared to a net loss of $126.5 million for the nine months ended September 30, 2003. Basic and diluted net income per share for the nine months ended September 30, 2004 was $0.26 and $0.25, respectively. Excluding the impact of the adverse verdict and hurricanes discussed under the heading Recent Events, basic and diluted net income per share for the nine months ended September 30, 2004 would have been $0.30 and $0.29, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Cox has included Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003 as a means of providing more detail regarding the liquidity and capital resources discussion below. In addition, Cox has included a calculation of free cash flow in the Summary of Operating Statistics to provide additional detail regarding a measure of liquidity that Cox believes will be useful to investors in evaluating Cox’s financial performance. For further details, please refer to the Summary of Operating Statistics and discussion under the heading of Use of Operating Cash Flow and Free Cash Flow.

     Significant sources of cash for the nine months ended September 30, 2004 consisted of the following:

    the generation of net cash provided by operating activities of approximately $1.4 billion;

    net commercial paper borrowings of approximately $203.7 million;

    the sale of 0.1 million shares of Sprint PCS preferred stock for net proceeds of approximately $56.9 million;

    the sale of certain small, non-clustered cable systems in Oklahoma, Kansas, Texas and Arkansas for net proceeds of approximately $53.1 million;

    the sale of certain other non-strategic investments for proceeds of approximately $10.3 million; and

    the sale of all remaining shares of Sprint stock for net proceeds of approximately $3.0 million.

     Significant uses of cash for the nine months ended September 30, 2004 consisted of the following:

    the purchase of the minority interest in TCA Cable Partners for cash consideration of approximately $153.0 million, as discussed below;

    the repayment of Cox’s $375 million 7.5% notes due August 15, 2004 upon their maturity;

    the repayment of Cox’s $100 million 6.69% medium-term notes due September 20, 2004 upon their maturity;

    the purchase of $19.0 million aggregate principal amount at maturity of Cox’s convertible senior notes due 2021 that had been properly tendered and not withdrawn, for aggregate cash consideration of $13.9 million, which represented the accreted value of the purchased notes and all remaining outstanding convertible notes;

    the purchase of $14.6 million aggregate principal amount of the PRIZES and $0.1 million aggregate principal amount of the Premium PHONES, which represented all remaining outstanding PRIZES and Premium PHONES, for aggregate cash consideration of $14.7 million; and

    capital expenditures of $1.0 billion. Please refer to the Summary of Operating Statistics for a break out of capital expenditures in accordance with industry guidelines.

     At September 30, 2004, Cox had approximately $6.7 billion of outstanding indebtedness. Derivative adjustments in accordance with Statement of Financial Accounting Standards (SFAS) No. 133 reduced the reported debt balance at September 30, 2003 by approximately

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$72.1 million to approximately $7.0 billion. As a result of Cox’s purchase of its exchangeable subordinated debentures, net settlement of its zero-coupon debt and sales of Sprint PCS stock during 2003, SFAS No. 133 adjustments did not significantly impact reported indebtedness at September 30, 2004 and are not expected to be material in the future.

     In September 2004, Cox purchased DR Partners’ 25% interest in TCA Cable Partners, pursuant to the partnership agreement, for cash consideration of approximately $153.0 million. TCA Cable Partners was a general partnership owned 75% by Cox (indirectly through subsidiaries) and 25% by DR Partners, operating cable systems in the Southwest, mainly Arkansas, serving approximately 260,000 customers.

USE OF OPERATING CASH FLOW AND FREE CASH FLOW

     Operating cash flow and free cash flow are not measures of performance calculated in accordance with accounting principles generally accepted in the United States (GAAP). Operating cash flow is defined as operating income before depreciation and amortization and gain (loss) on the sale of cable systems. Free cash flow is defined as cash provided by operating activities less capital expenditures.

     Cox’s management believes that presentation of these measures provides useful information to investors regarding Cox’s financial condition and results of operations. Cox believes that operating cash flow, operating cash flow margin and free cash flow are useful to investors in evaluating its performance because they are commonly used financial analysis tools for measuring and comparing media companies in several areas of liquidity, operating performance and leverage. Both operating cash flow and free cash flow are used to gauge Cox’s ability to service long-term debt and other fixed obligations and to fund continued growth with internally generated funds. In addition, management uses operating cash flow to monitor compliance with certain financial covenants in Cox’s credit agreements, and it is used as a factor in determining executive compensation. Additionally, Cox’s management believes it is appropriate to report operating cash flow and net income per share as adjusted for the impact of an adverse verdict and the Florida hurricanes, as the ability to assess Cox’s ongoing operating performance excluding non-recurring items is useful to investors.

     Operating cash flow and free cash flow should not be considered as alternatives to net income as indicators of Cox’s aggregate performance or as alternatives to net cash provided by operating activities as measures of liquidity and may not be comparable to similarly titled measures used by other companies. Reconciliations of these non-GAAP measures to the most comparable GAAP measures on a historical basis are presented under the headings Reconciliation of Operating Cash Flow to Operating Income and Reconciliation of Free Cash Flow to Cash Provided by Operating Activities in the attached financial tables. Cox is unable to reconcile these non-GAAP measures on a forward-looking basis primarily because it is impractical to project the timing of certain transactions, such as the initiation of depreciation relative to network construction projects.

Caution Concerning Forward-Looking Statements

     Statements in this release, including statements relating to growth opportunities, revenue and cash flow projections and introduction of new products and services, are “forward-looking statements”. These statements relate to Cox’s future plans, earnings, objectives, expectations, performance and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements, due to various risks, uncertainties or other factors. These factors include competition within the broadband communications industry, our ability to

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achieve anticipated subscriber and revenue growth, our success in implementing new services and other operating initiatives, our ability to generate sufficient cash flow to meet our debt service obligations and finance operations, and other risk factors described from time to time in Cox’s filings with the Securities and Exchange Commission, including Cox’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2002. Cox assumes no responsibility to update any forward-looking statements as a result of new information, future events or otherwise.

Pre-commencement Communication

     The information in this press release under Recent Events regarding CEI’s planned tender offer for Cox shares it does not own is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any shares of Cox Communications Class A common stock. The solicitation of offers to sell Cox shares will only be made pursuant to a tender offer statement on Schedule TO and an offer to purchase and related materials. Cox stockholders and other interested parties are urged to read the tender offer statement on Schedule TO, the offer to purchase and Cox Communications’ solicitation/recommendation statement on Schedule 14D-9 and other relevant documents filed with the SEC by CEI and Cox Communications when they become available because they will contain important information. Cox stockholders will be able to obtain such documents free of charge at the SEC’s web site: www.sec.gov or from Cox at 1400 Lake Hearn Drive, Atlanta, GA 30319, Attn: Corporate Communications.

About Cox Communications

     Cox Communications (NYSE: COX), a Fortune 500 company, is a multi-service broadband communications company with approximately 6.6 million total customers, including 6.3 million basic cable subscribers. The nation’s third-largest cable television provider, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. Cox provides an array of other communications and entertainment services, including local and long distance telephone under the Cox Digital Telephone brand; high-speed Internet access under the Cox High Speed Internet brand; and commercial voice and data services via Cox Business Services. Local cable advertising, promotional opportunities and production services are sold under the Cox MediaSM brand. Cox is an investor in programming networks including Discovery Channel. More information about Cox Communications can be accessed on the Internet at www.cox.com <http://www.cox.com>.

Contact Information

Lacey Lewis, Vice President of Investor Relations
(404) 269-7608, lacey.lewis@cox.com

Bobby Amirshahi, Director of Media Relations
(404) 843-7872, bobby.amirshahi@cox.com

(See attached financial information)

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Cox Communications, Inc.
Consolidated Statements of Operations
(Unaudited)
(Thousands of Dollars, excluding per share data)

                                                 
    Three Months Ended   Nine Months Ended
    September 30
  September 30
    2004
  2003
  Change
  2004
  2003
  Change
Revenues
                                               
Residential
                                               
Video
  $ 964,067     $ 918,762       5 %   $ 2,875,612     $ 2,725,605       6 %
Data
    283,941       226,949       25 %     812,169       631,867       29 %
Telephony
    147,344       119,950       23 %     425,415       343,138       24 %
Other
    24,176       21,675       12 %     77,019       61,532       25 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total residential revenues
    1,419,528       1,287,336       10 %     4,190,215       3,762,142       11 %
Commercial
    90,605       73,299       24 %     260,126       209,933       24 %
Advertising
    107,926       99,533       8 %     303,315       278,314       9 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total revenues
    1,618,059       1,460,168       11 %     4,753,656       4,250,389       12 %
Costs and expenses
                                               
Cost of services
    666,924       617,013       8 %     1,947,367       1,786,926       9 %
Selling, general and administrative expenses
    343,852       299,693       15 %     1,015,736       908,432       12 %
Loss on litigation
    22,600                   22,600              
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total costs and expenses
    1,033,376       916,706       13 %     2,985,703       2,695,358       11 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Operating cash flow
    584,683       543,462       8 %     1,767,953       1,555,031       14 %
Depreciation and amortization
    400,871       382,053       5 %     1,190,051       1,130,647       5 %
Loss (gain) on sale of cable systems
                      5,021       (469 )      
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Operating income
    183,812       161,409       14 %     572,881       424,853       35 %
Interest expense
    (96,998 )     (116,593 )     (17 %)     (289,201 )     (370,652 )     (22 %)
(Loss) gain on derivative instruments, net
    (43 )     4,182       (101 %)     (97 )     (22,518 )     (100 %)
(Loss) gain on investments, net
    (204 )     43,674       (100 %)     28,931       166,069       (83 %)
Equity in net losses of affiliated companies
    (1,130 )     (3,171 )     (64 %)     (1,325 )     (9,689 )     (86 %)
Loss on extinguishment of debt
          (443,806 )     (100 %)     (7,006 )     (450,069 )     (98 %)
Other, net
    (1,431 )     75             (3,198 )     (882 )      
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Income (loss) before income taxes and minority interest
    84,006       (354,230 )     (124 %)     300,985       (262,888 )      
Income tax expense (benefit)
    41,415       (140,379 )     (130 %)     137,437       (141,475 )      
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Income (loss) before minority interest
    42,591       (213,851 )     (120 %)     163,548       (121,413 )      
Minority interest, net of tax
    (631 )     (1,215 )     (48 %)     (1,203 )     (5,129 )     (77 %)
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ 41,960     $ (215,066 )     (120 %)   $ 162,345     $ (126,542 )      
 
   
 
     
 
             
 
     
 
       
Basic weighted-average shares outstanding
    632,605,996       620,340,892               625,044,058       620,273,775          
Basic net income (loss) per share
  $ 0.07     $ (0.35 )           $ 0.26     $ (0.20 )        
Diluted weighted-average shares outstanding
    633,761,072       620,340,892               637,041,456       620,273,775          
Diluted net income (loss) per share
  $ 0.07     $ (0.35 )           $ 0.25     $ (0.20 )        

NOTE: Certain amounts in the 2003 financial statements have been reclassified for comparison purposes.

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Cox Communications, Inc.
Consolidated Balance Sheets
(Unaudited)
(Thousands of Dollars)

                 
    September 30   December 31
    2004
  2003
Assets
               
Current assets
               
Cash
  $ 137,313     $ 83,841  
Accounts and notes receivable, less allowance for doubtful accounts of $26,669 and $26,175
    383,981       370,832  
Other current assets
    129,241       131,106  
 
   
 
     
 
 
Total current assets
    650,535       585,779  
 
   
 
     
 
 
Net plant and equipment
    7,739,990       7,907,561  
Investments
    58,901       109,380  
Intangible assets
    16,185,669       15,697,495  
Other noncurrent assets
    85,936       117,361  
 
   
 
     
 
 
Total assets
  $ 24,721,031     $ 24,417,576  
 
   
 
     
 
 
Liabilities and shareholders’ equity
               
Current liabilities
               
Accounts payable and accrued expenses
  $ 749,833     $ 778,708  
Other current liabilities
    402,030       450,553  
Current portion of long-term debt
    56,071       48,344  
Amounts due to CEI
    12,581       3,980  
 
   
 
     
 
 
Total current liabilities
    1,220,515       1,281,585  
 
   
 
     
 
 
Deferred income taxes
    6,637,029       6,388,970  
Other noncurrent liabilities
    224,891       164,070  
Long-term debt, less current portion
    6,615,707       6,963,456  
 
   
 
     
 
 
Total liabilities
    14,698,142       14,798,081  
 
   
 
     
 
 
Minority interest in equity of consolidated subsidiaries
          139,519  
Shareholders’ equity
               
Series A preferred stock - liquidation preference of $22.1375 per share, $1 par value; 10,000,000 shares of preferred stock authorized; shares issued and outstanding: 0 and 4,836,372
          4,836  
Class A common stock, $1 par value; 671,000,000 shares authorized; shares issued: 610,642,602 and 598,481,602; shares outstanding: 605,110,097 and 592,958,582
    610,642       598,482  
Class C common stock, $1 par value; 62,000,000 shares authorized; shares issued and outstanding: 27,597,792
    27,598       27,598  
Additional paid-in capital
    4,934,737       4,545,635  
Retained earnings
    4,662,966       4,500,621  
Accumulated other comprehensive income
    20       15,548  
Class A common stock in treasury, at cost: 5,532,505 and 5,523,020 shares
    (213,074 )     (212,744 )
 
   
 
     
 
 
Total shareholders’ equity
    10,022,889       9,479,976  
 
   
 
     
 
 
Total liabilities and shareholders’ equity
  $ 24,721,031     $ 24,417,576  
 
   
 
     
 
 

10


 

Cox Communications, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(Thousands of Dollars)

                 
    Nine Months
    Ended September 30
    2004
  2003
Cash flows from operating activities
               
Net income (loss)
  $ 162,345     $ (126,542 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    1,190,051       1,130,647  
Loss (gain) on sale of cable systems
    5,021       (469 )
Deferred income taxes
    121,478       (518,226 )
Loss on derivative instruments, net
    97       22,518  
Gain on investments, net
    (28,931 )     (166,069 )
Equity in net losses of affiliated companies
    1,325       9,689  
Loss on extinguishment of debt
    7,006       450,069  
Minority interest, net of tax
    1,203       5,129  
Other
    11,253       100,948  
(Increase) decrease in accounts and notes receivable
    (14,343 )     7,288  
Decrease in other assets
    4,595       38,709  
Increase (decrease) in accounts payable and accrued expenses
    6,108       (41,213 )
(Decrease) increase in taxes payable
    (16,549 )     447,791  
(Decrease) increase in other liabilities
    (26,925 )     8,800  
 
   
 
     
 
 
Net cash provided by operating activities
    1,423,734       1,369,069  
 
   
 
     
 
 
Cash flows from investing activities
               
Capital expenditures
    (1,008,745 )     (1,045,579 )
Investments in affiliated companies, net
    (17,356 )     (16,651 )
Proceeds from the sale of investments
    70,230       246,416  
Decrease in amounts due from CEI, net
          21,109  
Proceeds from the sale of cable systems
    53,076       822  
Acquisition of minority interest
    (153,016 )      
Other, net
    43,766       (1,508 )
 
   
 
     
 
 
Net cash used in investing activities
    (1,012,045 )     (795,391 )
 
   
 
     
 
 
Cash flows from financing activities
               
Commercial paper borrowings, net
    203,732       234,941  
Proceeds from issuance of debt, net of debt issuance costs
          1,330,831  
Repayment of debt
    (562,664 )     (2,267,371 )
Proceeds from exercise of stock options
    3,347       4,896  
Increase in amounts due to CEI, net
    8,601       5,240  
Payment to repurchase remarketing option
          (43,734 )
Other, net
    (11,233 )     2,918  
 
   
 
     
 
 
Net cash used in financing activities
    (358,217 )     (732,279 )
 
   
 
     
 
 
Net increase (decrease) in cash
    53,472       (158,601 )
Cash at beginning of period
    83,841       228,704  
 
   
 
     
 
 
Cash at end of period
  $ 137,313     $ 70,103  
 
   
 
     
 
 

NOTE: Certain amounts in the 2003 financial statements have been reclassified for comparison purposes.

11


 

Cox Communications, Inc.
Reconciliation of Operating Cash Flow to Operating Income
(Unaudited)
(Thousands of Dollars)

                                 
    Three Months Ended   Nine Months Ended
    September 30
  September 30
    2004
  2003
  2004
  2003
Operating cash flow
  $ 584,683     $ 543,462     $ 1,767,953     $ 1,555,031  
Depreciation and amortization
    (400,871 )     (382,053 )     (1,190,051 )     (1,130,647 )
(Loss) gain on sale of cable system
                (5,021 )     469  
 
   
 
     
 
     
 
     
 
 
Operating income
  $ 183,812     $ 161,409     $ 572,881     $ 424,853  
 
   
 
     
 
     
 
     
 
 

Cox Communications, Inc.
Reconciliation of Operating Cash Flow, As Adjusted to Operating Cash Flow
(Unaudited)
(Thousands of Dollars)

                                 
    Three Months Ended   Nine Months Ended
    September 30
  September 30
    2004
  2003
  2004
  2003
Operating cash flow, as adjusted
  $ 611,283     $ 543,462     $ 1,794,553     $ 1,555,031  
Litigation and Florida hurricanes (a)
    (26,600 )           (26,600 )      
 
   
 
     
 
     
 
     
 
 
Operating cash flow, as reported above
  $ 584,683     $ 543,462     $ 1,767,953     $ 1,555,031  
 
   
 
     
 
     
 
     
 
 

Cox Communications, Inc.
Reconciliation of Free Cash Flow to Cash Provided by Operating Activities
(Unaudited)
(Thousands of Dollars)

                                 
    Three Months Ended   Nine Months Ended
    September 30
  September 30
    2004
  2003
  2004
  2003
Free cash flow
  $ 175,438     $ 167,514     $ 414,989     $ 323,490  
Capital expenditures
    390,876       382,687       1,008,745       1,045,579  
 
   
 
     
 
     
 
     
 
 
Net cash provided by operating activities
  $ 566,314     $ 550,201     $ 1,423,734     $ 1,369,069  
 
   
 
     
 
     
 
     
 
 

12


 

Cox Communications, Inc.
Reconciliation of Net Income Per Share, As Adjusted to Net Income Per Share
(Unaudited)
(Thousands of Dollars)

                                 
    Three Months Ended   Nine Months Ended
    September 30
  September 30
    2004
  2003
  2004
  2003
Basic net income (loss) per share, as adjusted
  $ 0.11     $ (0.35 )   $ 0.30     $ (0.20 )
Litigation and Florida hurricanes (a)
    (0.04 )     0.00       (0.04 )     0.00  
 
   
 
     
 
     
 
     
 
 
Basic net income (loss) per share
  $ 0.07     $ (0.35 )   $ 0.26     $ (0.20 )
 
   
 
     
 
     
 
     
 
 
Diluted net income (loss) per share, as adjusted
  $ 0.11     $ (0.35 )   $ 0.29     $ (0.20 )
Litigation and Florida hurricanes (a)
    (0.04 )     0.00       (0.04 )     0.00  
 
   
 
     
 
     
 
     
 
 
Diluted net income (loss) per share
  $ 0.07     $ (0.35 )   $ 0.25     $ (0.20 )
 
   
 
     
 
     
 
     
 
 


(a)   For a more detailed discussion of these non-recurring items, see “Recent Events”.

13


 

Cox Communications, Inc.
Summary of Operating Statistics

Core Video

                         
    September 30   June 30   September 30
    2004
  2004
  2003 (a)
Customer Relationships
                       
Basic Video Customers (b)
    6,280,990       6,262,688       6,254,781  
Non-Video Customers (c)
    334,809       322,152       271,893  
 
   
 
     
 
     
 
 
Total Customer Relationships (d)
    6,615,799       6,584,840       6,526,674  
Revenue Generating Units
                       
Basic Video Customers (b)
    6,280,990       6,262,688       6,254,781  
Advanced Services
    5,998,192       5,658,282       4,812,784  
 
   
 
     
 
     
 
 
Total Revenue Generating Units
    12,279,182       11,920,970       11,067,565  
Video Homes Passed
    10,518,608       10,441,754       10,258,407  
Basic Video Penetration
    59.7 %     60.0 %     61.0 %

Cox Digital Cable

                         
    September 30   June 30   September 30
    2004
  2004
  2003 (a)
Digital Cable Ready Homes Passed
    10,445,107       10,381,012       10,091,803  
Customers
    2,351,391       2,278,523       2,058,128  
Penetration of Customers to Basic Video Customers
    37.4 %     36.4 %     32.9 %
Quarterly Net Additions
    72,868       60,351       121,624  

High-Speed Internet Access

                         
    September 30   June 30   September 30
    2004
  2004
  2003 (a)
High-Speed Internet Access Ready Homes Passed
    10,405,904       10,343,363       10,084,789  
Customers
    2,430,555       2,246,109       1,842,921  
Penetration of Customers to High-Speed Internet Access Ready Homes Passed
    23.4 %     21.7 %     18.3 %
Quarterly Net Additions
    184,446       97,517       169,190  

Cox Digital Telephone

                         
    September 30   June 30   September 30
    2004
  2004
  2003
Telephony Ready Homes Passed
    5,943,524       5,461,632       4,712,359  
Customers
    1,216,246       1,133,650       911,735  
Penetration of Customers to Telephony Ready Homes Passed
    20.5 %     20.8 %     19.3 %
Quarterly Net Additions
    82,596       66,265       73,018  

Bundled Customers

                         
    September 30   June 30   September 30
    2004
  2004
  2003
Customers subscribing to two or more services
    2,640,161       2,473,373       2,093,620  
Penetration of Bundled Customers to Basic Video Customers
    42.0 %     39.5 %     33.5 %

14


 

Cox Communications, Inc.
Summary of Operating Statistics - Continued

Average Monthly Churn (e)

                 
    September 30   September 30
    2004
  2003
Basic Video
    2.7 %     2.6 %
Digital Cable
    4.3 %     4.6 %
High-Speed Internet
    3.1 %     2.9 %
Telephony
    3.0 %     3.0 %

Comparative Operating Statistics

                                 
    Three Months Ended
  Nine Months Ended
    September 30   September 30   September 30   September 30
    2004
  2003
  2004
  2003
Operating Cash Flow Margin
    36.1 %     37.2 %     37.2 %     36.6 %
Operating Cash Flow Margin, as adjusted (f)
    37.8 %     37.2 %     37.8 %     36.6 %
Capital Expenditures (thousands of dollars)
  $ 390,876     $ 382,687     $ 1,008,745     $ 1,045,579  
Operating Cash Flow per Basic Video Customer (g)
    93.09       86.89       281.48       248.61  
Capital Expenditures per Basic Video Customer (h)
    62.23       61.18       160.60       167.16  

Capital Expenditures

                                 
    Three Months Ended
  Nine Months Ended
    (Thousands of Dollars)
    September 30   September 30   September 30   September 30
    2004
  2003
  2004
  2003
Customer premise equipment
  $ 148,220     $ 154,555     $ 391,664     $ 427,083  
Commercial spending
    28,282       18,475       75,351       57,806  
Scalable infrastructure
    49,970       40,507       141,551       99,681  
Line extensions
    44,153       39,929       127,242       121,379  
Upgrade/Rebuild
    23,766       56,415       63,660       166,311  
Support capital
    96,485       72,806       209,277       173,319  
 
   
 
     
 
     
 
     
 
 
Total capital expenditures
  $ 390,876     $ 382,687     $ 1,008,745     $ 1,045,579  
 
   
 
     
 
     
 
     
 
 

Free Cash Flow Calculation (i)

                                 
    Three Months Ended
  Nine Months Ended
    (Thousands of Dollars)
    September 30   September 30   September 30   September 30
    2004
  2003
  2004
  2003
Operating cash flow (i)
  $ 584,683     $ 543,462     $ 1,767,953     $ 1,555,031  
Less capital expenditures
    (390,876 )     (382,687 )     (1,008,745 )     (1,045,579 )
Plus cash change in working capital (j)
    60,207       15,948       (52,051 )     17,338  
 
   
 
     
 
     
 
     
 
 
Operating free cash flow
    254,014       176,723       707,157       526,790  
Less cash paid for interest
    (70,404 )     (79,778 )     (259,015 )     (272,753 )
Less cash paid for taxes
    (8,172 )     70,569       (33,153 )     69,453  
 
   
 
     
 
     
 
     
 
 
Free cash flow
  $ 175,438     $ 167,514     $ 414,989     $ 323,490  
 
   
 
     
 
     
 
     
 
 

15


 

Cox Communications, Inc.
Summary of Operating Statistics - Continued

(a) Core Video, Cox Digital Cable and High-Speed Internet Access operating statistics as of September 30, 2003 have been adjusted for the sale of certain cable systems in the second quarter of 2004.

(b) The number of customers who receive primary analog or digital video service. Additional outlets are not counted.

(c) The number of customers who receive high-speed Internet access or telephony service, but do not subscribe to video service.

(d) The number of customers who receive at least one level of service, encompassing video, data and telephony services, without regard to which service(s) customers purchase.

(e) The number of customers who disconnect a particular product in a twelve-month period divided by the sum of customers for such product category at the beginning of each month for such twelve-month period. Churn does include disconnects related to moves and transfers but does not include disconnects that do not result in an interruption of service, such as account corrections and migration between service levels.

(f) Operating Cash Flow Margin, as adjusted excludes the impact of the litigation and Florida hurricanes. For a more detailed discussion of these non-recurring items, see “Recent Events”. For a reconciliation of this non-GAAP measure to the most comparable GAAP measure, see the information presented under “Reconciliation of Operating Cash Flow, as adjusted to Operating Cash Flow” and “Reconciliation of Operating Cash Flow to Operating Income” in these financial tables.

(g) Operating cash flow per basic video customer is calculated by dividing operating cash flow for the respective period by basic video customers as of the end of the period.

(h) Capital expenditures per basic video customer is calculated by dividing capital expenditures for the respective period by basic video customers as of the end of the period.

(i) Free cash flow and operating cash flow are not measures of performance calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, see the information presented under “Reconciliation of Operating Cash Flow to Operating Income” and “Reconciliation of Free Cash Flow to Cash Provided by Operating Activities” in these financial tables.

(j) Cash change in working capital is calculated based on the cash flow changes in current assets and liabilities, excluding changes related to interest and taxes.

16