-----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, GLNz6QjesIclQAUhgHcY6sO4osO6CpX2e4hPIhtveIxMGurBtHMyguZQYbxUWyDj w7D+7/POBG2sFgXVkJW3kw== 0001193125-04-109092.txt : 20040625 0001193125-04-109092.hdr.sgml : 20040625 20040625173309 ACCESSION NUMBER: 0001193125-04-109092 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040625 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: 582112281 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: 04882929 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 SAVINGS AND INVESTMENT PLAN ANNUAL REPORT Savings and Investment Plan Annual Report
Table of Contents

 

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, 2003

 

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

 


 

1


Table of Contents

TABLE OF CONTENTS

 

     Page Number
in This Report


Report of Independent Registered Public Accounting Firm

   4

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

    

Statements of Net Assets Available for Benefits

   5

Statements of Changes in Net Assets Available for Benefits

   6

Notes to Financial Statements

   7

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2003:

    

Schedule of Assets (Held at Year End)

   11
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.     

EXHIBIT

    

Consent of Deloitte & Touche LLP

    

 

2


Table of Contents

EXHIBIT INDEX

 

Exhibit

Number


    
23    Consent of Deloitte & Touche LLP

 

3


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Cox Enterprises, Inc. Management Committee and Participants of

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, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). 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 also 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, 2003 and 2002, 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 performed 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 the audit of the basic 2003 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

 

Atlanta, Georgia

June 25, 2004

 

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Table of Contents

COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2003 AND 2002

 

     2003

   2002

INVESTMENTS—At fair value

   $ 411,019,489    $ 298,269,020

EMPLOYEE CONTRIBUTIONS RECEIVABLE

     3,452,390      1,628,841

EMPLOYER CONTRIBUTIONS RECEIVABLE

     1,340,678      625,838
    

  

NET ASSETS AVAILABLE FOR BENEFITS

   $ 415,812,557    $ 300,523,699
    

  

 

See notes to financial statements.

 

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Table of Contents

COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2003 AND 2002

 

     2003

    2002

 

NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year

   $ 300,523,699     $ 318,045,793  

ADDITIONS (DEDUCTIONS):

                

Employee contributions

     45,863,058       43,421,724  

Employer contributions

     17,196,481       15,701,776  

Interest and dividends

     5,586,063       5,227,721  

Net appreciation (depreciation) in fair value of investments

     66,974,765       (63,903,330 )

Distributions to participants

     (20,310,310 )     (18,431,438 )

Transfers from other plans

     98,044       893,567  

Transfers to other plans

     (36,751 )     (377,324 )

Administrative expenses

     (82,492 )     (54,790 )
    


 


NET ASSETS AVAILABLE FOR BENEFITS—End of year

   $ 415,812,557     $ 300,523,699  
    


 


 

See notes to financial statements.

 

6


Table of Contents

COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

 

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

 

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.

 

GeneralThe 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. A year of service is defined as a plan year in which an employee is credited with at least 1,000 hours of service.

 

AdministrationThe 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 VestingAll 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 $12,000 in 2003 or $11,000 in 2002. 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 participation in the Plan.

 

Participant AccountsEach participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and allocations of Plan earnings (losses). Allocations are based on participant earnings (losses) or account balances, as defined.

 

DistributionsParticipants may withdraw amounts as specified in the Plan document from their employee and employer contribution accounts 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. The payment of benefits must, in any event, commence or be made on or before the date on which the employee attains age 65 if they terminate or 70 ½ if they retire from the Company.

 

7


Table of Contents

Investment OptionsDuring 2003 and 2002, 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 Explorer Fund, as well as 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 the Series A Tribune Company Stock Fund are no longer allowed.

 

LoansPlan participants are eligible to apply for loans from their employee contribution account. The loan amount may not exceed the lesser of 1) the amount in the employee contribution account of the participant, 2) $50,000, or 3) one-half the value of the account balance. Interest is charged at the prime interest rate as indicated in The Wall Street Journal. The interest rates for loans outstanding on December 31, 2003, ranged from 4.0% to 10.5% and on December 31, 2002, ranged from 4.75% to 10.5%. Loans are collaterized 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 AccountingThe accounts of the Plan are maintained, and the accompanying financial statements have been prepared, on the accrual basis of accounting.

 

Investment Valuation and Income RecognitionValues for shares 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 share 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 BenefitsBenefit payments to participants are recorded upon distribution.

 

Use of Estimates and Risks and UncertaintiesThe 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 including mutual funds and common stock. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, 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 financial statements.

 

ReclassificationsCertain prior year amounts have been reclassified to conform with the current year presentation.

 

8


Table of Contents
3. INVESTMENTS

 

The Plan’s investments, including those representing 5% or more of the Plan’s net assets as of December 31, are as follows:

 

     2003

   2002

     Number of
Shares


   

Fair

Value


   Number of
Shares


   

Fair

Value


Cox Communications Class A Common Stock Fund

   2,494,645 *   $ 85,940,535    2,345,470 *   $ 66,611,354

Tribune Company Series A Stock Fund

   50,297 *     2,595,344    51,552 *     2,343,576

Vanguard Wellington Fund

   1,933,122       55,693,239    1,681,184       41,289,868

Vanguard Windsor Fund

   4,270,589       69,439,774    3,728,094       44,737,129

Vanguard Morgan Growth Fund

   3,991,174       59,348,758    3,405,914       37,975,942

Vanguard Federal Money Market Fund

   26,371,319       26,371,319    23,662,628       23,662,628

Vanguard Short-Term Corporate Bond Fund

   1,791,425       19,347,388    1,603,668       17,303,579

Vanguard Intermediate-Term Corporate Bond Fund

   1,359,839       13,775,166    1,005,064       10,161,192

Vanguard International Growth Fund

   1,139,226       18,375,713    922,192       11,213,860

Vanguard Total Stock Market Index Fund

   1,598,519       41,545,504    1,302,719       26,145,578

Vanguard Explorer Fund

   10       634    —         —  

Loans to participants

           18,586,115            16,824,314
          

        

           $ 411,019,489          $ 298,269,020
          

        

 

* As the Plan owns 100% of the outstanding shares of the Company stock funds, these amounts represent the number of shares of Company stock owned by the respective funds.

 

During 2003 and 2002, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

 

     2003

    2002

 

Company stock funds

   $ 15,168,472     $ (26,996,329 )

Vanguard Wellington Fund

     7,794,141       (4,323,962 )

Vanguard Windsor Fund

     17,049,143       (12,841,083 )

Vanguard Morgan Growth Fund

     13,942,243       (10,927,424 )

Vanguard Short-Term Corporate Bond Fund

     13,132       (19,014 )

Vanguard Intermediate-Term Corporate Bond Fund

     (17,799 )     337,029  

Vanguard International Growth Fund

     4,199,093       (2,354,650 )

Vanguard Total Stock Market Index Fund

     8,826,312       (6,777,897 )

Vanguard Explorer Fund

     28       —    
    


 


     $ 66,974,765     $ (63,903,330 )
    


 


 

9


Table of Contents
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 to 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 requirements of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and currently being operated in compliance with the applicable provisions of the IRC.

 

6. RELATED PARTY TRANSACTIONS

 

Certain Plan investments are shares of mutual funds managed by Vanguard. Vanguard is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

 

* * * * * *

 

10


Table of Contents

COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

 

SCHEDULE OF ASSETS (HELD AT YEAR END)

DECEMBER 31, 2003

 

Identity of Issue, Borrower,
Lessor, or Similar Party


  

Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par,

or Maturity Value


   Current Value

*The Vanguard Group

   26,371,319 shares, Vanguard Federal Money Market Fund Investor Shares    $ 26,371,319

*The Vanguard Group

   1,359,839 shares, Vanguard Intermediate-Term Corporate Bond Fund Investor Shares      13,775,166

*The Vanguard Group

   1,139,226 shares, Vanguard International Growth Fund Investor Shares      18,375,713

*The Vanguard Group

   3,991,174 shares, Vanguard Morgan Growth Fund Investor Shares      59,348,758

*The Vanguard Group

   1,791,425 shares, Vanguard Short-Term Corporate Bond Fund Investor Shares      19,347,388

*The Vanguard Group

   1,598,519 shares, Vanguard Total Stock Market Index Fund Investor Shares      41,545,504

*The Vanguard Group

   1,933,122 shares, Vanguard Wellington Fund Investor Shares      55,693,239

*The Vanguard Group

   4,270,589 shares, Vanguard Windsor Fund Investor Shares      69,439,774

*The Vanguard Group

   10 shares, Vanguard Explorer Fund Investor Shares      634

*Tribune Company

   50,297 shares, Tribune Company Series A Common Stock      2,595,344

*Cox Communications, Inc.

   2,494,645 shares, Cox Communications Class A Common Stock      85,940,535

*Loans to participants

   Various (interest ranging from 4.0% to 10.5%, maturities ranging from 1 to 360 months)      18,586,115
         

          $ 411,019,489
         

 

* Party-in-interest to the Plan.

 

11


Table of Contents

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 25, 2004

      By:   

/s/ Andrew A. Merdek

               

Andrew A. Merdek

               

Cox Communications, Inc.

               

Corporate Secretary

 

12

EX-23 2 dex23.htm INDEPENDENT AUDITORS' CONSENT Independent Auditors' Consent

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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 25, 2004, appearing in this Annual Report on Form 11-K of Cox Communications, Inc. Savings and Investment Plan for the year ended December 31, 2003.

 

DELOITTE & TOUCHE LLP

/s/ Deloitte & Touche LLP

Atlanta, Georgia

June 25, 2004

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