##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
| 
|  |  | For the quarterly period ended March 31, 2002                                           
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period from

to                                                      

Commission File Number 1-6590



(COX COMMUNICATIONS LOGO)

COMMUNICATIONS


Cox Communications, Inc.(Exact name of registrant as specified in its charter)

|                                                                       |  |                                               
|---------------------------------------------------------------------- |  | ----------------------------------------------
|Delaware(State or other jurisdiction of incorporation or organization) |  | 58-2112281(I.R.S. Employer Identification No.)

|                                                                                |  |                
|------------------------------------------------------------------------------- |  | ---------------
|1400 Lake Hearn Drive, Atlanta, Georgia(Address of principal executive offices) |  | 30319(Zip Code)

Registrants telephone number, including area code: (404) 843-5000



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   
Yes   x   
No   o



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There were 573,148,270 shares of Class A Common Stock and 27,597,792
shares of Class C Common Stock outstanding as of May 1, 2002.





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TABLE OF CONTENTS



|                               |                                                                                               |  |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I  Financial Information
|                               | Item 1. Consolidated Financial Statements                                                    
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|Part II  Other Information   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    



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##### Table of Contents



Cox Communications, Inc.

Form 10-Q
For the Quarter Ended March 31, 2002
Table of Contents


|                                                                                                   |  |  |    |      |  | 
|-------------------------------------------------------------------------------------------------- |  |  | -- | ---- |  | 
|                                                                                                   |  |  |    | Page
|                                                                                                   |  |  |    |     
|Part I  Financial Information                                                                     |  |  |   
|                                                                                                  
|Item 1.      Consolidated Financial Statements                                                     |  |  | 2  |     
|                                                                                                  
|Item 2.      Managements Discussion and Analysis of Financial Condition
and Results of Operations |  |  | 16 |     
|                                                                                                  
|Item 3.      Quantitative and Qualitative Disclosures About Market
Risk                            |  |  | 19 |     
|                                                                                                  
|Part II  Other Information                                                                        |  |  |   
|                                                                                                  
|Item 1.      Legal Proceedings                                                                     |  |  | 20 |     
|                                                                                                  
|Item 2.      Changes in Securities and Use of Proceeds                                             |  |  | 20 |     
|                                                                                                  
|Item 6.      Exhibits and Reports on Form 8-K                                                      |  |  | 21 |     
|                                                                                                  
|Signatures                                                                                         |  |  | 22 |     





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##### Table of Contents






Part I  Financial Information




Item 1.      Consolidated Financial Statements

Cox Communications, Inc.
Consolidated Balance Sheets

|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |           |            | 
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ---------------------- | ---------- | ----------- | ---------- | --------- | ---------- | 
|                                                                                           |                                                                                                                                                                                              |                                            |            | March 31               |            | December 31
|                                                                                           |                                                                                                                                                                                              |                                            |            | 2002                   |            | 2001       
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |            
|                                                                                           |                                                                                                                                                                                              |                                            |            | (unaudited)           
|                                                                                           |                                                                                                                                                                                              |                                            |            | (Thousands of Dollars)
|Assets                                                                                     |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Cash                                                                                       |                                                                                                                                                                                              | $                                          | 135,094    |                        |            | $           | 86,860     |          
|Accounts and notes receivable, less allowance for doubtful
accounts of $33,652 and $33,514 |                                                                                                                                                                                              |                                            | 373,544    |                        |            |             | 421,111    |          
|Net plant and equipment                                                                    |                                                                                                                                                                                              |                                            | 7,309,441  |                        |            |             | 7,127,908  |          
|Investments                                                                                |                                                                                                                                                                                              |                                            | 849,291    |                        |            |             | 3,515,233  |          
|Intangible assets                                                                          |                                                                                                                                                                                              |                                            | 13,513,786 |                        |            |             | 13,510,894 |          
|Amounts due from Cox Enterprises, Inc. (CEI)                                               |                                                                                                                                                                                              |                                            | 245,287    |                        |            |             | 13,245     |          
|Other assets                                                                               |                                                                                                                                                                                              |                                            | 348,311    |                        |            |             | 386,185    |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total assets                               |            | $                      | 22,774,754 |             |            | $         | 25,061,436 | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Liabilities and shareholders equity                                                       |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Accounts payable and accrued expenses                                                      |                                                                                                                                                                                              | $                                          | 697,853    |                        |            | $           | 674,426    |          
|Deferred income taxes                                                                      |                                                                                                                                                                                              |                                            | 4,222,280  |                        |            |             | 4,538,288  |          
|Other liabilities                                                                          |                                                                                                                                                                                              |                                            | 536,546    |                        |            |             | 470,397    |          
|Debt                                                                                       |                                                                                                                                                                                              |                                            | 6,931,384  |                        |            |             | 8,417,675  |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total liabilities                          |            |                        | 12,388,063 |             |            |           | 14,100,786 | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Commitments and contingencies (Note 10)                                                    |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                       
|Minority interest in equity of consolidated subsidiaries                                   |                                                                                                                                                                                              |                                            | 130,436    |                        |            |             | 129,121    |          
|Cox-obligated capital and preferred securities of subsidiary trusts                        |                                                                                                                                                                                              |                                            | 1,156,138  |                        |            |             | 1,155,738  |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                       
|Shareholders equity                                                                       |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           | Series A convertible preferred stock  liquidation preference of $22.1375
per share, $1 par value; 10,000,000 shares of preferred stock
authorized; shares issued and outstanding: 4,836,372 |                                            |            | 4,836                  |            |             |            | 4,836     |           
|                                                                                           | Class A common stock, $1 par value; 671,000,000 shares
authorized; shares issued: 578,643,923 and 578,493,107; shares
outstanding: 573,134,786 and 572,994,707                               |                                            |            | 578,644                |            |             |            | 578,493   |           
|                                                                                           | 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                                                                                                                                                                   |                                            |            | 3,894,795              |            |             |            | 3,891,157 |           
|                                                                                           | Retained earnings                                                                                                                                                                            |                                            |            | 5,048,033              |            |             |            | 4,912,461 |           
|                                                                                           | Accumulated other comprehensive income (loss)                                                                                                                                                |                                            |            | (241,452               | )          |             |            | 473,135   |           
|                                                                                           | Class A common stock in treasury, at cost: 5,509,137 and 5,498,400
shares                                                                                                                    |                                            |            | (212,337               | )          |             |            | (211,889  | )         
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total shareholders equity                 |            |                        | 9,100,117  |             |            |           | 9,675,791  | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total liabilities and shareholders equity |            | $                      | 22,774,754 |             |            | $         | 25,061,436 | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          

See notes to consolidated financial statements.

2



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Cox Communications, Inc.
Consolidated Statements of Operations

|                                                                                                             |                                                                          |   |                                              |         |      |   |             |         |  
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------ | - | -------------------------------------------- | ------- | ---- | - | ----------- | ------- | -
|                                                                                                             |                                                                          |   | Three Months                                
|                                                                                                             |                                                                          |   | Ended March 31                              
|                                                                                                             |                                                                          |   |                                             
|                                                                                                             |                                                                          |   | 2002                                         |         | 2001
|                                                                                                             |                                                                          |   |                                              |         |     
|                                                                                                             |                                                                          |   | (unaudited)                                 
|                                                                                                             |                                                                          |   | (Thousands of Dollars, excluding share data)
|Revenues                                                                                                     |                                                                          | $ | 1,178,042                                    |         |      | $ | 991,419     |        
|Costs and expenses                                                                                           |                                                                          |   |                                              |         |      |   |             |        
|                                                                                                             | Programming costs                                                        |   |                                              | 263,878 |      |   |             | 235,131 |  
|                                                                                                             | Selling, general and administrative                                      |   |                                              | 522,099 |      |   |             | 398,156 |  
|                                                                                                             | Depreciation
and amortization                                            |   |                                              | 325,792 |      |   |             | 352,225 |  
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Operating income                                                                                             |                                                                          |   | 66,273                                       |         |      |   | 5,907       |        
|Interest expense                                                                                             |                                                                          |   | (127,617                                     | )       |      |   | (153,853    | )      
|Gain (loss) on derivative instruments, net                                                                   |                                                                          |   | 719,763                                      |         |      |   | (7,012      | )      
|Equity in net losses of affiliated companies                                                                 |                                                                          |   | (2,813                                       | )       |      |   | (5,819      | )      
|Gain (loss) on investments, net                                                                              |                                                                          |   | (408,730                                     | )       |      |   | 158,895     |        
|Other, net                                                                                                   |                                                                          |   | 735                                          |         |      |   | (398        | )      
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Income (loss) before income taxes, minority
interest and cumulative effect of change
in accounting principle |                                                                          |   | 247,611                                      |         |      |   | (2,280      | )      
|Income tax expense                                                                                           |                                                                          |   | 99,970                                       |         |      |   | 11,807      |        
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Income (loss) before minority interest and
cumulative effect of change in accounting
principle               |                                                                          |   | 147,641                                      |         |      |   | (14,087     | )      
|Minority interest, net of tax                                                                                |                                                                          |   | (12,069                                      | )       |      |   | (16,399     | )      
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Income (loss) before cumulative effect of
change in accounting principle                                     |                                                                          |   | 135,572                                      |         |      |   | (30,486     | )      
|Cumulative effect of change in accounting
principle, net of tax                                              |                                                                          |   |                                             |         |      |   | 717,090     |        
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Net income                                                                                                   |                                                                          | $ | 135,572                                      |         |      | $ | 686,604     |        
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Share data                                                                                                   |                                                                          |   |                                              |         |      |   |             |        
|Basic net income per share                                                                                   |                                                                          |   |                                              |         |      |   |             |        
|Basic weighted-average shares outstanding                                                                    |                                                                          |   | 600,726,931                                  |         |      |   | 600,091,756 |        
|                                                                                                             | Income (loss) before cumulative effect of change
in accounting principle |   | $                                            | 0.23    |      |   | $           | (0.05   | )
|                                                                                                             | Cumulative effect of change in accounting principle                      |   |                                              |        |      |   |             | 1.19    |  
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Basic net income per share                                                                                   |                                                                          | $ | 0.23                                         |         |      | $ | 1.14        |        
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Diluted net income per share                                                                                 |                                                                          |   |                                              |         |      |   |             |        
|Diluted weighted-average shares outstanding                                                                  |                                                                          |   | 608,036,632                                  |         |      |   | 600,091,756 |        
|                                                                                                             | Income (loss) before cumulative effect of change
in accounting principle |   | $                                            | 0.22    |      |   | $           | (0.05   | )
|                                                                                                             | Cumulative effect of change in accounting principle                      |   |                                              |        |      |   |             | 1.19    |  
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        
|Diluted net income per share                                                                                 |                                                                          | $ | 0.22                                         |         |      | $ | 1.14        |        
|                                                                                                             |                                                                          |   |                                              |         |      |   |             |        

See notes to consolidated financial statements.

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Cox Communications, Inc.
Consolidated Statement of Shareholders Equity

|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   |          |  
|----------------- | -------------------------------------------------------------------------------------------------------- | - | ---------------------- |  | ------------ | - | ---------- | --- | -------- | - | ------------- |  | ------------- | - | --------- | ----- | ----- | - | ------------- | ------- |  | - | ----------- | -------- | ------ | - | -------- | ---- | - | - | --------- | -------- | - |  | - | -------- | -
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   | Class A  |      |   |   |           |          |   |  |  
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   | Accumulated |          | Common |   |          |      |   |   |           |          |  
|                  |                                                                                                          |   | Series A               |  | Common Stock |   | Additional |     |          |   |               |  | Other         |   | Stock in  |       |       |   |               |         |  |   |            
|                  |                                                                                                          |   | Preferred              |  |              |   | Paid-in    |     | Retained |   | Comprehensive |  | Treasury,     |   |           |       |       |   | Comprehensive
|                  |                                                                                                          |   | Stock                  |  | Class A      |   | Class C    |     | Capital  |   | Earnings      |  | Income (Loss) |   | at Cost   |       | Total |   | Income (Loss)
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |              
|                  |                                                                                                          |   | (unaudited)           
|                  |                                                                                                          |   | (Thousands of Dollars)
|December 31,
2001 |                                                                                                          | $ | 4,836                  |  |              | $ | 578,493    |     |          | $ | 27,598        |  |               | $ | 3,891,157 |       |       | $ | 4,912,461     |         |  | $ | 473,135     |          |        | $ | (211,889 | )    |   | $ | 9,675,791 |          |   |  |   |         
|                  | Net income                                                                                               |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               | 135,572 |  |   |             |          |        |   |          |      |   |   |           | 135,572  |   |  | $ | 135,572  |  
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|                  | Issuance of stock related to
stock compensation plans (including tax
benefit on stock options exercised) |   |                        |  |              |   |            | 151 |          |   |               |  |               |   |           | 3,638 |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           | 3,789    |   |  |   |          |  
|                  | Shares surrendered in connection
with vesting of restricted stock                                        |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          | (448 | ) |   |           | (448     | ) |  |   |          |  
|                  | Change in net accumulated unrealized
gain on securities                                                  |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   | (714,587 | )
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|                  | Other comprehensive loss                                                                                 |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             | (714,587 | )      |   |          |      |   |   |           | (714,587 | ) |  |   | (714,587 | )
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|                  | Comprehensive loss                                                                                       |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  | $ | (579,015 | )
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|March 31,
2002    |                                                                                                          | $ | 4,836                  |  |              | $ | 578,644    |     |          | $ | 27,598        |  |               | $ | 3,894,795 |       |       | $ | 5,048,033     |         |  | $ | (241,452    | )        |        | $ | (212,337 | )    |   | $ | 9,100,117 |          |   |  |   |         
|                  |                                                                                                          |   |                        |  |              |   |            |     |          |   |               |  |               |   |           |       |       |   |               |         |  |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         



See notes to consolidated financial statements.

4



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##### Table of Contents



Cox Communications, Inc.
Consolidated Statements of Cash Flows

|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |          |          |  
|--------------------------------------------------------------------------------- | --------------------------------------------------------------- | --------------------------------------------------- | --------- | ---------------------- | -------- | ---- | ---------- | -------- | -------- | -
|                                                                                  |                                                                 |                                                     |           | Three Months          
|                                                                                  |                                                                 |                                                     |           | Ended March 31        
|                                                                                  |                                                                 |                                                     |           |                       
|                                                                                  |                                                                 |                                                     |           | 2002                   |          | 2001
|                                                                                  |                                                                 |                                                     |           |                        |          |     
|                                                                                  |                                                                 |                                                     |           | (unaudited)           
|                                                                                  |                                                                 |                                                     |           | (Thousands of Dollars)
|Cash flows from operating activities                                              |                                                                 |                                                     |           |                        |          |      |            |         
|Net income                                                                        |                                                                 | $                                                   | 135,572   |                        |          | $    | 686,604    |         
|Adjustments to reconcile net income to net cash provided by
operating activities: |                                                                 |                                                     |           |                        |          |      |            |         
|                                                                                  | Depreciation and amortization                                   |                                                     |           | 325,792                |          |      |            | 352,225  |         
|                                                                                  | (Gain) loss on derivative instruments, net                      |                                                     |           | (719,763               | )        |      |            | 7,012    |         
|                                                                                  | Equity in net losses of affiliated companies                    |                                                     |           | 2,813                  |          |      |            | 5,819    |         
|                                                                                  | Deferred income taxes                                           |                                                     |           | 131,176                |          |      |            | 99,902   |         
|                                                                                  | (Gain) loss on investments, net                                 |                                                     |           | 408,730                |          |      |            | (158,895 | )       
|                                                                                  | Minority
interest, net of tax                                   |                                                     |           | 12,069                 |          |      |            | 16,399   |         
|                                                                                  | Cumulative effect of change in accounting principle, net of tax |                                                     |           |                       |          |      |            | (717,090 | )       
|Decrease in accounts and notes receivable                                         |                                                                 |                                                     | 29,096    |                        |          |      | 53,644     |         
|(Increase) decrease in prepaid expenses                                           |                                                                 |                                                     | 1,349     |                        |          |      | (14,802    | )       
|Decrease in accounts payable and accrued expenses                                 |                                                                 |                                                     | (17,556   | )                      |          |      | (83,178    | )       
|Increase in taxes payable                                                         |                                                                 |                                                     | 66,238    |                        |          |      | 184,322    |         
|Other, net                                                                        |                                                                 |                                                     | 45,220    |                        |          |      | 14,743     |         
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|                                                                                  |                                                                 | Net cash provided by operating activities           |           |                        | 420,736  |      |            |          | 446,705  |  
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|Cash flows from investing activities                                              |                                                                 |                                                     |           |                        |          |      |            |         
|Capital expenditures                                                              |                                                                 |                                                     | (515,398  | )                      |          |      | (523,314   | )       
|Investments in affiliated companies                                               |                                                                 |                                                     | (3,549    | )                      |          |      | (6,479     | )       
|Proceeds from the sale of investments                                             |                                                                 |                                                     | 1,316,276 |                        |          |      |           |         
|(Increase) decrease in amounts due from CEI, net                                  |                                                                 |                                                     | (232,042  | )                      |          |      | 491        |         
|Other, net                                                                        |                                                                 |                                                     | (2,143    | )                      |          |      | 11,122     |         
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|                                                                                  |                                                                 | Net cash provided by (used in) investing activities |           |                        | 563,144  |      |            |          | (518,180 | )
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|Cash flows from financing activities                                              |                                                                 |                                                     |           |                        |          |      |            |         
|Commercial paper repayments, net                                                  |                                                                 |                                                     | (727,384  | )                      |          |      | (1,294,494 | )       
|Proceeds from issuance of debt, net of debt issuance costs                        |                                                                 |                                                     |          |                        |          |      | 1,413,331  |         
|Repayment of debt                                                                 |                                                                 |                                                     | (252,969  | )                      |          |      | (17,674    | )       
|Proceeds from exercise of stock options                                           |                                                                 |                                                     | 2,761     |                        |          |      | 4,590      |         
|Increase (decrease) in book overdrafts                                            |                                                                 |                                                     | 57,418    |                        |          |      | (24,707    | )       
|Distributions paid on capital and preferred securities of
subsidiary trusts       |                                                                 |                                                     | (15,472   | )                      |          |      | (21,020    | )       
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|                                                                                  |                                                                 | Net cash provided by (used in) financing activities |           |                        | (935,646 | )    |            |          | 60,026   |  
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|Net increase (decrease) in cash                                                   |                                                                 |                                                     | 48,234    |                        |          |      | (11,449    | )       
|Cash at beginning of period                                                       |                                                                 |                                                     | 86,860    |                        |          |      | 78,442     |         
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         
|Cash at end of period                                                             |                                                                 | $                                                   | 135,094   |                        |          | $    | 66,993     |         
|                                                                                  |                                                                 |                                                     |           |                        |          |      |            |         

See notes to consolidated financial statements.

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Cox Communications, Inc.
Notes to Consolidated Financial Statements (Unaudited)

March 31, 2002

1.      Basis of Presentation and Other Information

The accompanying unaudited consolidated financial statements of Cox
Communications, Inc. (Cox), a 65.5% majority-owned subsidiary of Cox
Enterprises, Inc. (CEI), have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP) for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnote disclosures required by GAAP for complete financial
statements. In the opinion of management, the consolidated financial statements
reflect all adjustments considered necessary for a fair statement of the
consolidated results of operations and financial position for the interim
periods presented. All such adjustments are of a normal recurring nature. These
unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto contained in Coxs Annual Report on Form 10-K for the year ended
December 31, 2001, as amended.

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates. The results of operations for the three months ended March 31,
2002 are not necessarily indicative of the results to be expected for the year
ending December 31, 2002 or any other interim period.

2.      Summary of Significant Accounting Policies

Recently Issued Accounting Pronouncements

On January 1, 2002, Cox adopted Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, which requires
that goodwill and certain intangible assets, including those recorded in past
business combinations, no longer be amortized through the statement of
operations, but instead be tested for impairment at least annually. The
adoption of SFAS No. 142 did not result in an impairment charge.

Effective January 1, 2003, Cox will adopt SFAS No. 143, Accounting for
Asset Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The adoption of SFAS No. 143
is not expected to have a material impact on Coxs financial position or
results of operations.

On January 1, 2002, Cox adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment and disposition of long-lived
assets. The adoption of SFAS No. 144 did not have a material impact on Coxs
financial position or results of operations.

Also on January 1, 2002, Cox began applying the guidance prescribed in
Financial Accounting Standards Board Staff Announcement D-103, which specifies
that the collection and payment of certain fees must be presented on a gross
basis, as revenue and expense, rather than on a net basis. Retroactive
application of this announcement is required. Accordingly, collection and
payment of fees by Cox, primarily franchise fees, have been reclassified on a
gross basis for all periods presented herein to conform to this new guidance.
Approximately $48.8 million and $43.5 million were reclassified from operating
expenses to revenues for the three months ended March 31, 2002 and 2001,
respectively.

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

Reclassifications

Certain amounts in the March 31, 2001 consolidated financial statements
have been reclassified for comparative purposes.

3.      Investments

|                                  |                        |   |                        |         |             |   |           |           | 
|--------------------------------- | ---------------------- | - | ---------------------- | ------- | ----------- | - | --------- | --------- | 
|                                  |                        |   | March 31               |         | December 31
|                                  |                        |   | 2002                   |         | 2001       
|                                  |                        |   |                        |         |            
|                                  |                        |   | (Thousands of Dollars)
|Investments stated at fair value: |                        |   |                        |         |             |   |           |          
|                                  | Available-for-sale     |   | $                      | 574,258 |             |   | $         | 2,903,062 | 
|                                  | Trading securities     |   |                        | 200,655 |             |   |           | 475,995   | 
|                                  | Derivative
instruments |   |                        | 27,961  |             |   |           | 90,494    | 
|Other                             |                        |   | 46,417                 |         |             |   | 45,682    |          
|                                  |                        |   |                        |         |             |   |           |          
|Total investments                 |                        | $ | 849,291                |         |             | $ | 3,515,233 |          
|                                  |                        |   |                        |         |             |   |           |          

Investments Stated at Fair Value

The aggregate cost of Coxs investments stated at fair value at March 31,
2002 and December 31, 2001 was $1,151.4 million and $2,326.0 million,
respectively. Gross unrealized gains and losses on investments were $1.2
million and $388.9 million, respectively, at March 31, 2002 and $843.3 million
and $76.6 million, respectively, at December 31, 2001. Gross realized gains
and losses on investments were $37.0 million and $445.7 million, respectively,
for the three months ended March 31, 2002 and $239.3 million and $80.4 million,
respectively, for the three months ended March 31, 2001. Derivative instruments
classified within investments are comprised of certain warrants to purchase
shares of publicly-traded and privately-held entities, as further described in
Note 6. Derivative Instruments and Hedging Activities.

Sprint PCS.At March 31, 2002, Coxs investment in Sprint Corporations
PCS Group (Sprint PCS) was comprised of 66.7 million shares of Sprint PCS
common stock, and warrants and convertible preferred stock which are
exercisable for or convertible into approximately 10.3 million shares of Sprint
PCS common stock. The estimated fair value of Coxs investment in Sprint PCS
was $766.7 million and $2,444.3 million at March 31, 2002 and December 31,
2001, respectively.

In February and March 2002, Cox terminated its series of costless equity
collar arrangements which managed its exposure to market price
fluctuations of
15.8 million shares of Sprint PCS common stock for aggregate proceeds of
approximately $151.6 million and recognized an aggregate pre-tax derivative
gain of approximately $168.9 million. In connection with the terminations, Cox
also sold the 15.8 million shares of Sprint PCS common stock covered by the
collar arrangements for aggregate net proceeds of approximately $155.9 million.
In addition, Cox sold 9.4 million shares of Sprint PCS common stock that were
not covered by the collar arrangements for aggregate net proceeds of
approximately $82.8 million. Cox recognized an aggregate pre-tax gain of $32.8
million on the sale of these shares.

AT&T/AT&T Wireless. In February and March 2002, Cox terminated its
costless equity collar arrangements which managed its exposure to market price
fluctuations of 22.5 million shares of AT&T Corp. common stock and 17.2 million
shares of AT&T Wireless Services, Inc. common stock for aggregate proceeds of
approximately $112.8 million and recognized an aggregate pre-tax derivative
gain of $99.9 million. In connection with the terminations, Cox also sold the
22.5 million shares of AT&T common stock and 17.2
million shares of AT&T Wireless common stock covered by these collar
arrangements for

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

aggregate net proceeds of approximately $527.0 million. In
addition, Cox sold 12.5 million shares of AT&T common stock and 6.7 million
shares of AT&T Wireless common stock that were not covered by collar
arrangements for aggregate net proceeds of approximately $263.8 million. Cox
recognized an aggregate pre-tax loss of $170.1 million on the sale of these
shares.

As a result of these transactions, Cox no longer holds any shares of AT&T
common stock or AT&T Wireless common stock.

Other

Cox has several other fair value, equity and cost method investments which
are not, individually or in the aggregate, significant in relation to the
Consolidated Balance Sheets at March 31, 2002 and December 31, 2001.

4.      Goodwill and Intangible Assets

On January 1, 2002, Cox adopted SFAS No. 142, Goodwill and Other
Intangible Assets, which requires that goodwill and certain intangible assets,
including those recorded in past business combinations, no longer be amortized
through the statement of operations, but instead be tested for impairment at
least annually. The standard also requires the completion of a transition
impairment test within six months of adoption, with any impairments identified
treated as a cumulative effect of change in accounting principle. The adoption
of SFAS No. 142 did not result in an impairment charge.

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

Coxs intangible assets are primarily made up of franchise value, which
have been determined to have indefinite useful lives. Accordingly, Cox
discontinued the amortization of intangible assets with indefinite lives, which
consist primarily of franchise value effective January 1, 2002. Had Cox been
accounting for intangible assets under SFAS No. 142 for all periods presented,
Coxs net income and net income per share would have been as follows:

|                                                                                  |  |                                                 |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ----------------------------------------------- | ------- | ---- |  | - | ------- | -
|                                                                                  |  | Three Months Ended                             
|                                                                                  |  | March 31                                       
|                                                                                  |  |                                                
|                                                                                  |  | 2002                                            |         | 2001
|                                                                                  |  |                                                 |         |     
|                                                                                  |  | (Thousands of Dollars,excluding per share data)
|                                                                                 
|Reported income (loss) before cumulative effect of
change in accounting principle |  | $                                               | 135,572 |      |  | $ | (30,486 | )
|Franchise value amortization, net of tax                                          |  |                                                 |        |      |  |   | 65,113  |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Adjusted income before cumulative effect of change
in accounting
principle        |  |                                                 | 135,572 |      |  |   | 34,627  |  
|Cumulative effect of change in accounting principle                               |  |                                                 |        |      |  |   | 717,090 |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Adjusted net income                                                               |  | $                                               | 135,572 |      |  | $ | 751,717 |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Basic net income per share:                                                       |  |                                                 |         |      |  |   |         |  
|Reported income (loss) before cumulative effect of
change in accounting principle |  | $                                               | 0.23    |      |  | $ | (0.05   | )
|Add back franchise value amortization, net of tax                                 |  |                                                 |        |      |  |   | 0.11    |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Adjusted income before cumulative effect of change
in accounting principle        |  |                                                 | 0.23    |      |  |   | 0.06    |  
|Cumulative effect of change in accounting principle                               |  |                                                 |        |      |  |   | 1.19    |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Adjusted basic net income per share                                               |  | $                                               | 0.23    |      |  | $ | 1.25    |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Diluted net income per share:                                                     |  |                                                 |         |      |  |   |         |  
|Reported income (loss) before cumulative effect of
change in accounting principle |  | $                                               | 0.22    |      |  | $ | (0.05   | )
|Add back franchise value amortization                                             |  |                                                 |        |      |  |   | 0.11    |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Adjusted income before cumulative effect of change
in accounting
principle        |  |                                                 | 0.22    |      |  |   | 0.06    |  
|Cumulative effect of change in accounting principle                               |  |                                                 |        |      |  |   | 1.18    |  
|                                                                                  |  |                                                 |         |      |  |   |         |  
|Adjusted diluted net income per share                                             |  | $                                               | 0.22    |      |  | $ | 1.24    |  
|                                                                                  |  |                                                 |         |      |  |   |         |  

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

5.      Debt

|                                     |  |                        |           |             |  |   |           | 
|------------------------------------ |  | ---------------------- | --------- | ----------- |  | - | --------- | 
|                                     |  | March 31               |           | December 31
|                                     |  | 2002                   |           | 2001       
|                                     |  |                        |           |            
|                                     |  | (Thousands of Dollars)
|Revolving credit
facilities          |  | $                      |          |             |  | $ |          | 
|Commercial paper                     |  |                        |          |             |  |   | 727,384   | 
|Medium-term notes                    |  |                        | 391,206   |             |  |   | 391,183   | 
|Notes and
debentures                 |  |                        | 4,837,866 |             |  |   | 5,313,517 | 
|Exchangeable subordinated debentures |  |                        | 1,554,376 |             |  |   | 1,829,497 | 
|Capitalized lease
obligations        |  |                        | 132,771   |             |  |   | 140,866   | 
|Other                                |  |                        | 15,165    |             |  |   | 15,228    | 
|                                     |  |                        |           |             |  |   |           | 
|Total
debt                           |  | $                      | 6,931,384 |             |  | $ | 8,417,675 | 
|                                     |  |                        |           |             |  |   |           | 

Notes and Debentures

In accordance with the terms of the indenture governing Coxs convertible
senior notes due 2021, Cox became obligated to purchase for cash convertible
notes tendered and not withdrawn before the close of business on February 22,
2002. Cox repurchased $329.1 million aggregate principal amount at maturity of
the convertible notes that had been properly tendered and not withdrawn, for
aggregate cash consideration of $232.8 million, which represented the accreted
value of the repurchased notes. As a result, $441.7 million aggregate
principal amount at maturity of Coxs convertible notes remain outstanding. In
addition, Cox made an aggregate cash payment of $7.5 million to the remaining
holders of the convertible notes who elected not to require Cox to repurchase
their notes.

Exchangeable Subordinated Debentures

Exchangeable subordinated debentures at March 31, 2002 are comprised of:
$1.3 billion aggregate original principal amount of exchangeable subordinated
debentures, referred to as PRIZES, which were issued in November 1999 and are
due November 2029; $275.0 million aggregate original principal amount of
exchangeable subordinated debentures, referred to as Premium PHONES, which were
issued in March 2000 and are due March 2030; and $1.8 billion aggregate
principal amount at maturity of exchangeable subordinated discount debentures,
referred to as Discount Debentures, which were issued in April 2000 and are due
April 2020. The Discount Debentures were issued at an aggregate original issue
discount of $1.1 billion.

The original principal amount of the PRIZES, Premium PHONES and Discount
Debentures are indexed to the trading price of Sprint PCS common stock.
Accordingly, if the fair value of the Sprint PCS common stock increases, Cox
may be obligated to pay an additional amount in excess of the original
principal at maturity or upon the holders exchange of the PRIZES, Premium
PHONES and Discount Debentures. The PRIZES, Premium PHONES and Discount
Debentures are exchangeable for shares of Sprint PCS common stock held by Cox
or cash based on the value of such shares. With respect to the Discount
Debentures, the holders may also require Cox to repurchase these securities on
certain dates prior to maturity at a purchase price equal to the adjusted
principal amount plus any accrued and unpaid interest. See Note 6. Derivative
Instruments and Hedging Activities for more information regarding the
accounting for the exchangeable subordinated debentures.

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

Interest Rate Swaps

Cox utilizes four interest rate swap agreements to manage its exposure to
changes in interest rates associated with certain of its fixed-rate debt
obligations whereby these fixed-rate debt obligations are effectively converted
into floating-rate debt obligations. The variable rates with respect to Coxs
interest rate swaps are adjusted quarterly based on London Interbank Offered
Rates. The notional amounts with respect to the interest rate swaps do not
quantify risk, but are used in the determination of cash settlements under the
interest rate swap agreements. Cox is exposed to a credit loss in the event of
nonperformance by the counterparties. However, Cox does not anticipate
nonperformance by the counterparties, and no material loss would be expected in
the event of the counterparties nonperformance. For a further discussion
regarding Coxs accounting for interest rate swaps, see Note 6. Derivative
Instruments and Hedging Activities.

The following table summarizes the notional amounts, weighted average
interest rate data and maturities for Coxs interest rate swap agreements at
March 31, 2002 and December 31, 2001:

|                               |  |          |             |             |  |   |             |  
|------------------------------ |  | -------- | ----------- | ----------- |  | - | ----------- | -
|                               |  | March 31 |             | December 31
|                               |  | 2002     |             | 2001       
|                               |  |          |             |            
|Notional amount (in
thousands) |  | $        | 1,150,000   |             |  | $ | 1,150,000   |  
|Average receive interest
rate  |  |          | 7.38        | %           |  |   | 7.38        | %
|Average pay interest
rate      |  |          | 2.85        | %           |  |   | 4.84        | %
|Maturity                       |  |          | 2004 - 2006 |             |  |   | 2004 - 2006 |  

As a result of the settlements under Coxs interest rate swap agreements,
interest expense was reduced by $12.9 million and $1.8 million during the three
months ended March 31, 2002 and 2001, respectively.

6.      Derivative Instruments and Hedging Activities

Cox is exposed to fluctuations in interest rates and equity market prices
associated with certain of its assets, liabilities, equity instruments and
forecasted transactions. Cox actively monitors these fluctuations and uses
derivative instruments from time to time to manage its exposure. In
accordance with its risk management strategy, Cox uses derivative instruments only for the purpose of managing risk associated with fluctuations
in the fair value of the underlying exposures identified by management. Cox
does not hold or issue derivative instruments with the objective of
earning financial gains on interest rates or equity market price fluctuations
alone, nor does it use leveraged instruments or instruments where there are no
underlying exposures identified. Coxs use of derivative instruments
may result in short-term gains or losses and may increase volatility in its
earnings.

Cox accounts for derivative instruments in accordance with SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended, which requires all freestanding and embedded derivative
instruments to be measured at fair value and recognized on the balance sheet as
either assets or liabilities. In addition, all derivative instruments used in hedging relationships must be designated, reassessed and
accounted for as either fair value hedges or cash flow hedges pursuant to the
provisions of SFAS No. 133.

Cox recorded a pre-tax gain
on derivative instruments of $719.8 million
during the three months ended March 31, 2002, and a pre-tax loss on
derivative instruments of $7.0 million during the three months ended
March 31, 2001. In addition, cumulative derivative adjustments made in
accordance with SFAS No. 133 reduced reported indebtedness by approximately $1.1 billion
and $0.5 billion at March 31, 2002 and December 31, 2001, respectively. The
following is a summary of Coxs derivative instruments.

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

Interest Rate Swap Agreements

Cox has designated and accounted for its four interest rate swap
agreements as fair value hedges whereby the fair value of the related interest
rate swap agreements are classified as a component of other assets with the
corresponding fixed-rate debt obligations being classified as a component of
debt in the Consolidated Balance Sheets. Cox has assumed no ineffectiveness
with regard to these interest rate swap agreements as the agreements qualify
for the short-cut methodof accounting for fair value hedges of debt
instruments, as prescribed by SFAS No. 133. Coxs interest rate swap
agreements approximated a derivative asset of $36.3 million and $53.4 million
at March 31, 2002 and December 31, 2001, respectively.

Equity Collar Arrangements

Cox had a series of costless equity collar arrangements to manage its
exposure to market price fluctuations of approximately 15.8 million shares of
its Sprint PCS common stock. Cox also had costless equity collar arrangements
to manage its exposure to market price fluctuations of 17.2 million shares of
its AT&T Wireless common stock and of 22.5 million shares of its AT&T common
stock. Cox had designated and accounted for all of these costless equity
collars as fair value hedges. During the first quarter of 2002, Cox terminated
these equity collar arrangements for aggregate proceeds of $264.4 million and
recognized a pre-tax derivative gain of approximately $268.8 million. For a
further discussion of these transactions, see Note 3. Investments.

Zero-Coupon Debt

In January 2001, Cox issued a series of prepaid forward contracts to sell
up to 19.5 million shares of its Sprint PCS common stock with an aggregate fair
value as of the respective trade dates of $502.0 million for aggregate proceeds
of $389.4 million, which was net of an original issue discount of $112.6
million. These contracts mature at various dates between 2004 and 2006, and at
Coxs election, may be settled in cash or shares of Sprint PCS common stock.
These contracts meet the definition of a hybrid instrument, as prescribed by
SFAS No. 133. These hybrid instruments are comprised of a zero-coupon debt
instrument, as the host contract, and an embedded derivative, which derives its
value, in part, based on the trading price of Sprint PCS common stock. Cox has
not designated these embedded derivatives as a hedge of its investment in
Sprint PCS common stock. As a result, changes in the fair value of these
embedded derivatives are recognized in earnings and classified within gain
(loss) on derivative instruments in the Consolidated Statements of Operations,
which amounted to a pre-tax gain of $226.3 million and $101.3 million during
the three months ended March 31, 2002 and 2001, respectively. The aggregate
fair value of these embedded derivatives approximated a derivative asset of
$267.1 million and $40.8 million at March 31, 2002 and December 31, 2001,
respectively, and have been classified as a component of the zero-coupon debt
instruments. Accordingly, the carrying value of the zero-coupon debt
instruments, net of the embedded derivative assets, amounted to $153.8 million
and $373.5 million at March 31, 2002 and December 31, 2001, respectively, and
have been classified within debt in the Consolidated Balance Sheets.

Exchangeable Subordinated Debentures

Cox has three series of exchangeable subordinated debentures referred to
as PRIZES, Premium PHONES and Discount Debentures outstanding, as further
described in Note 5. Debt. The exchangeable subordinated debentures meet the
definition of a hybrid instrument, as prescribed by SFAS No. 133. These hybrid
instruments are comprised of an exchangeable subordinated debt instrument, as
the host contract, and an embedded derivative, which derives, in part, its value based on the trading
price of Sprint PCS common stock. Cox has not designated these embedded
derivatives as a hedge of its investment in Sprint PCS common stock. As a
result, changes in the fair value of these embedded derivatives are recognized
in earnings and classified within gain (loss) on derivative instruments in the
Consolidated Statements of

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

Operations, which amounted to an aggregate pre-tax
gain of $287.2 million during the three months ended March 31, 2002 and an
aggregate pre-tax loss of $135.4 million during the three months ended March
31, 2001. The aggregate fair value of these embedded derivatives approximated
a derivative obligation of $296.4 million and $583.7 million at March 31, 2002
and December 31, 2001, respectively, and have been classified as a component of
the corresponding exchangeable subordinated debt instruments. Accordingly, the
aggregate carrying value of the exchangeable subordinated debt instruments,
including the embedded derivative obligations, amounted to $1,554.4 million and
$1,829.5 million at March 31, 2002 and December 31,
2001, respectively, and have been classified within debt in the Consolidated Balance Sheets.

Stock Purchase Warrants

Cox holds strategic investments in warrants to purchase equity securities
of certain publicly-traded and privately-held entities that meet the definition
of a freestanding derivative instrument, as prescribed by SFAS No.
133, and have not been designated by Cox as hedging instruments. As a result,
changes in the fair value of these warrants are recognized in earnings and
classified within gain (loss) on derivative instruments in the Consolidated
Statements of Operations, which amounted to a pre-tax loss of $62.5 million and
$16.5 million during the three months ended March 31, 2002 and 2001,
respectively. The aggregate fair value of these warrants approximated a
derivative asset of $28.0 million and $90.5 million at March 31, 2002 and
December 31, 2001, respectively, and have been classified as a component of
investments in the Consolidated Balance Sheets.

7.      Earnings Per Share

The following table reconciles the numerator and the denominator of the
basic and diluted per share computations for income from operations for the
three months ended March 31, 2002:

|                                                                              |                                  |   |                           |       | 
|----------------------------------------------------------------------------- | -------------------------------- | - | ------------------------- | ----- | 
|                                                                              |                                  |   | Three Months             
|                                                                              |                                  |   | Ended                    
|                                                                              |                                  |   | March 31, 2002           
|                                                                              |                                  |   |                          
|                                                                              |                                  |   | (In Thousands,           
|                                                                              |                                  |   | excluding per share data)
|Income before cumulative effect of change in
accounting principle (A)         |                                  | $ | 135,572                   |      
|                                                                              |                                  |   |                           |      
|Basic weighted-average shares outstanding (B)                                 |                                  |   | 600,727                   |      
|Effect of dilutive securities:                                                |                                  |   |                           |      
|                                                                              | Employee stock purchase
plan     |   |                           | 1     | 
|                                                                              | Convertible preferred
stock      |   |                           | 7,309 | 
|                                                                              |                                  |   |                           |      
|Diluted weighted-average shares outstanding (C)                               |                                  |   | 608,037                   |      
|                                                                              |                                  |   |                           |      
|Earnings per share before cumulative effect of
change in accounting principle |                                  |   |                           |      
|                                                                              | Basic earnings per share (A/B)   |   | $                         | 0.23  | 
|                                                                              |                                  |   |                           |      
|                                                                              | Diluted earnings per share (A/C) |   | $                         | 0.22  | 
|                                                                              |                                  |   |                           |      

For the three months ended March 31, 2002, 44.4 million common shares
related to employee stock-based compensation plans, convertible senior notes
and the effect of Cox-obligated capital and preferred securities of subsidiary
trusts were not included in the computation of diluted earnings per share
(EPS), because such effects would have been antidilutive for the period.

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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

For the three months ended March 31, 2001, Cox incurred a loss before
cumulative effect of change in accounting principle. As a result, 11.2 million
common shares related to employee stock-based compensation plans, convertible
preferred stock and senior notes and the effect of Cox-obligated capital and
preferred securities of subsidiary trusts that could potentially dilute basic
EPS in the future were not included in the computation of diluted EPS as they
would have been antidilutive for the period.

8.      Transactions with Affiliated Companies

Cash requirements are funded by internally generated funds, by various
external financing transactions and, as needed, through intercompany loans from
CEI. CEI performs day to day cash management services for Cox. Outstanding
amounts due to CEI bear interest at fifty basis points above CEIs current
commercial paper borrowing rate. This rate was 2.31% at March 31, 2002.

Included in the amounts due from CEI are the following transactions:

|                                             |  |                        |         |  
|-------------------------------------------- |  | ---------------------- | ------- | -
|                                             |  | (Thousands of Dollars)
|                                             |  |                       
|Intercompany due from CEI, December
31, 2001 |  | $                      | 13,245  |  
|Cash transferred to
CEI                      |  |                        | 291,920 |  
|Net operating expense
reimbursements         |  |                        | (59,878 | )
|                                             |  |                        |         |  
|Intercompany due from CEI, March 31,
2002    |  | $                      | 245,287 |  
|                                             |  |                        |         |  

9.      Supplemental Financial Information

|                                     |  |                        |         |      |  |   |         | 
|------------------------------------ |  | ---------------------- | ------- | ---- |  | - | ------- | 
|                                     |  | Three Months Ended    
|                                     |  | March 31              
|                                     |  |                       
|                                     |  | 2002                   |         | 2001
|                                     |  |                        |         |     
|                                     |  | (Thousands of Dollars)
|Additional cash flow information     |  |                        |         |      |  |   |         | 
|Cash paid for interest               |  | $                      | 119,837 |      |  | $ | 146,611 | 
|Cash received for income tax refunds |  |                        | 96,906  |      |  |   | 272,416 | 

10.      Commitments and Contingencies

Cox and certain subsidiaries are defendants in two putative subscriber
class action suits in state courts in Louisiana and Texas initiated between
October 17, 1997 and December 17, 1998. The suits challenge the propriety of
late fees charged by the subsidiaries to customers who fail to pay for services
in a timely manner. The suits seek injunctive relief and various formulations
of damages under certain claimed causes of action under various bodies of state
law. These actions are in various stages of defense and are being defended
vigorously. The outcome of these matters cannot be predicted at this time.

Coxs subsidiary Cox California Telcom, L.L.C. (Cox Telcom) is a defendant
in two suits that were filed in state courts in California relating to the
unauthorized publication of information pertaining to approximately
11,400 Cox Telcom telephone customers in the PacBell 2000 White Pages and
411 directory and in the Cox TelTrust information directory. The lawsuits
assert various causes of action for breach of contract, invasion of privacy,
negligence, commission of fraudulent or unfair business acts and practices in
violation of California Business & Professions Code Section 17-200 and
violation of California Public Utilities Code Sections 2891 and 2891.1. The
suits seek damages and injunctive relief. Cox intends to defend the actions
vigorously, though the outcome cannot be predicted at this time.

14



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Cox Communications, Inc.
Notes to Consolidated Financial Statements  Continued (Unaudited)

Jerrold Schaffer and Kevin J. Yourman, on May 26, 2000 and May 30, 2000,
respectively, filed class action lawsuits in the Superior Court of the State of
California for the County of San Mateo on behalf of themselves and all other
shareholders of At Home Corporation, also referred to as Excite@Home, as of
March 28, 2000 seeking (a) to enjoin consummation of a March 28, 2000 letter
agreement among Excite@Homes principal investors, including Cox, and (b)
unspecified compensatory damages. Cox and David Woodrow, Coxs former
Executive Vice President, Business Development, among others, are named
defendants in both lawsuits. Mr. Woodrow formerly served on the Excite@Home
board of directors. The plaintiffs, who continue to seek unspecified
compensatory damages, assert that the defendants breached purported fiduciary
duties of care, candor and loyalty to the plaintiffs by entering into the
letter agreement and/or taking certain actions to facilitate the consummation
of the transactions contemplated by the letter agreement. Pursuant to an
agreement with the plaintiffs, the defendants have yet to answer the complaint.
On February 26, 2001, the Court stayed the action on grounds of forum non
conveniens. A related suit styled Linda Ward, et al. v. At Home Corporation
(No. 418233) was filed on September 6, 2001 in California Superior Court in San
Mateo County. On February 7, 2002, the Court consolidated the Ward action with
the Schaffer/Yourman action, thereby staying the case. Cox intends to defend
these actions vigorously, though the outcome cannot be predicted at this time.

On April 26, 2002,
Frieda and Michael Eksler filed a putative class action lawsuit in
the United States District Court for the Southern District of New
York against AT&T Corporation, certain former officers of
Excite@Home and Cox, among others. Cox was served on May 10,
2002. The putative class includes persons who purchased shares of
the common stock of Excite@Home between the time period March 28, 2000 and August 28, 2001. The sole
count against Cox asserts a
claim against Cox as a "controlling person" of Excite@Home under
Section 20(a) of the Securities Exchange Act for violations of
Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. The
suit seeks unspecified monetary damages. Cox intends to defend this
action vigorously, though the outcome cannot be predicted at this
time.

On November 14, 2000, GTE.NET, L.L.C. d/b/a Verizon Internet Solutions and
Verizon Select Services, Inc. filed suit against Cox in the United States
District Court for the Southern District of California. Verizon alleged that
Cox has violated various sections of the Communications Act of 1934 by
allegedly refusing to provide Verizon with broadband telecommunications service
and interconnection, among other things. On November 29, 2000, Verizon amended
its complaint to add CoxCom, Inc., a subsidiary of Cox, as an additional
defendant. On January 8, 2002, Verizon filed a second amended complaint,
dropping its claims for interconnections and damages. Verizon seeks various
forms of relief, including declaratory and injunctive relief. On January 29,
2002, the Court granted defendants motion to stay the case on primary
jurisdiction grounds. Cox and CoxCom intend to defend this action vigorously,
though the outcome cannot be predicted at this time.

On February 6, 2001, plaintiffs Kimberly D. and William L. Bova, on behalf
of themselves individually and a putative class of subscribers, sued Cox in
United States District Court for the Western District of Virginia. The
putative class includes persons outside of California, Nevada, Arizona and
Idaho who on or after November 1, 2000 purchased broadband Internet access
services from Cox and paid a franchise fee on those services. The suit asserts
that the collection of franchise fees by Cox from its broadband Internet access
service subscribers outside of the Ninth Circuit is unlawful under the
Telecommunications Act of 1996 and seeks restitution of all such fees
collected. On October 19, 2001, the Court took the matter off the trial
calendar pending a ruling by the United States Supreme Court in NCTA v. Gulf
Power Co., No. 00-832. Cox intends to defend the action vigorously, though the
outcome cannot be predicted at this time.

Cox and its subsidiaries are parties to various other legal proceedings
that are ordinary and incidental to their businesses. Management does not
expect that any of these other currently pending legal proceedings will have a
material adverse impact on Coxs consolidated financial position, results of
operations or cash flows.

15



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Item 2.      Managements Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion should be read in conjunction with the
accompanying unaudited consolidated financial statements for the three-month
periods ended March 31, 2002 and 2001.

Overview

Cox Communications, Inc., an indirect 65.5% majority-owned subsidiary of
Cox Enterprises, Inc., is one of the nations largest multi-service advanced
communications providers. As of March 31, 2002, Cox served approximately 6.3
million customers nationwide, making it the fifth largest cable television
provider in the U.S.

Coxs principal lines of business include traditional analog video
programming, advanced digital video programming, high-speed Internet access and
local and long-distance telephone. In select markets, additional services include video on
demand (VOD), Internet to the television (iTV), high definition
television (HDTV), targeted advertising and other types of
interactive and e-commerce applications and services. Coxs business strategy
is to utilize the technological capabilities of its advanced broadband network,
its strong locally and regionally clustered cable systems and its longstanding
commitment to superior customer service to provide an array of entertainment
and communications services to both residential and commercial customers in its
markets.

Results of Operations

Total revenues for the three months ended March 31, 2002 were $1,178.0
million, a 19% increase over revenues of $991.4 million for the three months
ended March 31, 2001. This increase includes the effects of:



| |  |  | basic and digital video customer growth;                                                                                                   
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | basic rate increases implemented over the past twelve months
resulting from increased programming costs and increased channel
availability;
| |  |  | residential and commercial high-speed Internet access and telephony customer growth; and                                                   
| |  |  | a slight rebound in local and national advertising sales.                                                                                  

Programming costs were $263.9 million for the first quarter of 2002, an
increase of 12% over the same period in 2001 due to programming rate increases
implemented over the past twelve months, basic and digital customer growth and
channel additions. Selling, general and administrative expenses for the three
months ended March 31, 2002 increased 31% to $522.1 million due to:



| |  |  | marketing costs related to campaigns commencing in the third
quarter of 2001 aimed at enhancing customer awareness, the promotion of
new services and bundling alternatives, and the acquisition of new
customers;  
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | labor costs due to the transition from upgrade construction and new
product launches to increased maintenance and related customer
transaction costs directly associated with the growth in new service
subscribers;
| |  |  | incremental operating costs associated with the transition to Cox
High Speed Internet service;                                                                                                                      
| |  |  | a one-time non-recurring charge of $9.8 million related to the
continuation of Excite@Home high-speed Internet services; and                                                                                        
| |  |  | bad debt expense due to the lagging effects of the general economic
slowdown.                                                                                                                                       

Depreciation and amortization decreased to $325.8 million from $352.2
million in the first quarter of 2001 due to a reduction in
amortization of approximately $92.4 million from
the adoption of Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets, offset by an increase in depreciation
from Coxs continuing investments in its broadband network in order to deliver
additional programming and services.

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Interest expense decreased to $127.6 million primarily due to decreased interest
rates on floating rate debt, interest savings as a result of Coxs interest
rate swap agreements and repayments of commercial paper borrowings.

For the first quarter of 2002, Cox recorded a $719.8 million pre-tax gain
on derivative instruments due to the following:



| |  |  | $287.2 million resulting from the change in the fair value of
certain derivative instruments embedded in Coxs exchangeable
subordinated debentures and indexed to shares of Sprint PCS common
stock that Cox owns;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | $226.3 million resulting from the change in the fair value of
certain derivative instruments embedded in Coxs zero-coupon debt and
indexed to shares of Sprint PCS common stock; and                              
| |  |  | $206.3 million resulting from the change in the fair value of
certain derivative instruments associated with Coxs investments,
including Sprint PCS, AT&T and AT&T Wireless.                                      

Net loss on investments of $408.7 million is primarily due to a $170.4
million pre-tax loss related to the sale of 23.9 million shares of AT&T
Wireless common stock and a $275.3 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.

Included in net gain on investments for the comparable period in 2001 are
a pre-tax gain associated with a one-time reclassification of 19.5 million
shares of Coxs investment in Sprint PCS common stock from available-for-sale
securities to trading securities upon adoption of SFAS No. 133, a pre-tax loss
on these shares as a result of the change in fair value of Sprint PCS common
stock for the quarter and pre-tax losses from the decline in the fair value of
certain other investments considered to be other than temporary.

Minority interest of $12.1 million primarily represents distributions on
Coxs obligated capital and preferred securities of subsidiary trusts, referred
to as FELINE PRIDESand RHINOS. Net income for the current quarter was $135.6
million compared to net income of $686.6 million for the first quarter of 2001,
which included an after-tax cumulative effect of change in accounting principle
from adoption of SFAS No. 133 which increased earnings by $717.1 million.

Liquidity and Capital Resources

Uses of Cash

As part of Coxs ongoing strategic plan, Cox has invested, and will
continue to invest, significant amounts of capital to enhance the reliability
and capacity of its broadband network in preparation for the offering of new
services and to make investments in companies primarily focused on cable
programming, telecommunications and technology.

During the three months ended March 31, 2002, Cox made capital
expenditures of $515.4 million. These expenditures were primarily directed at
upgrading and rebuilding its broadband network to allow for the delivery of
advanced broadband services including digital video, high-speed Internet
access, telephony and video-on-demand. Capital expenditures for the year
ending December 31, 2002 are expected to be approximately $2.0 billion.

Net commercial paper repayments during the first quarter of 2002 were
$727.4 million. As a result, Cox had no outstanding commercial paper
borrowings as of March 31, 2002. During the three months ended March 31, 2002,
Cox repaid $253.0 million of debt, which primarily consisted of the repurchase
of convertible senior notes.

Distributions paid on capital and preferred securities of subsidiary
trusts of $15.5 million consist of quarterly interest payments on the FELINE
PRIDES and RHINOS.

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Sources of Cash

During the three
months ended March 31, 2002, Cox generated $420.7 million
from operating activities. Proceeds from the sale of investments
of $1.3 billion primarily include:



| |  |  | the sale of 25.2 million shares of Sprint PCS common stock for
aggregate net proceeds of approximately $238.7 million;                                                                                      
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | the sale of 35.0 million
shares of AT&T common stock for aggregate net
proceeds of approximately $542.6 million;                                                                                            
| |  |  | the sale of 23.9 million shares of AT&T Wireless common stock for
aggregate net proceeds of approximately $248.2 million; and                                                                               
| |  |  | the termination of all costless equity collar arrangements with
respect to Sprint PCS common stock, AT&T common stock and AT&T Wireless
common stock for aggregate proceeds of approximately $264.4 million.

For a more detailed description of investment monetizations in the first
quarter of 2002, see Note 3. Investments in Part I, Item 1. Consolidated
Financial Statements.

Other

At March 31, 2002, Cox had approximately $6.9 billion of outstanding
indebtedness (net of cumulative derivative adjustments made in accordance with
SFAS No. 133 which reduced reported indebtedness by approximately $1.1 billion)
and $1.2 billion of Cox-obligated capital and preferred securities of
subsidiary trusts.

Recently Issued Accounting Pronouncements

On January 1, 2002, Cox adopted SFAS No. 142, Goodwill and Other
Intangible Assets, which requires that goodwill and certain intangible assets,
including those recorded in past business combinations, no longer be amortized
through the statement of operations, but instead be tested for impairment at
least annually. The adoption of SFAS No. 142 did not result in an impairment
charge.

Effective January 1, 2003, Cox will adopt SFAS No. 143, Accounting for
Asset Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The adoption of SFAS No. 143
is not expected to have a material impact on Coxs financial position or
results of operations.

On January 1, 2002, Cox adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment and disposition of long-lived
assets. The adoption of SFAS No. 144 did not have a material impact on Coxs
financial position or results of operations.

Also on January 1, 2002, Cox began applying the guidance prescribed in
Financial Accounting Standards Board Staff Announcement D-103, which specifies
that the collection and payment of certain fees must be presented on a gross
basis, as revenue and expense, rather than on a net basis. Retroactive
application of this announcement is required. Accordingly, collection and
payment of fees by Cox, primarily franchise fees, have been reclassified on a
gross basis for all periods presented herein to conform to this new guidance.
Approximately $48.8 million and $43.5 million were reclassified from operating
expenses to revenues for the three months ended March 31, 2002 and 2001,
respectively.

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Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties and that could potentially result in
materially different results under different assumptions and conditions. For a
more detailed discussion of these policies, see the Critical Accounting
Policies section of Coxs annual report on Form 10-K for the year ended
December 31, 2001, as amended. In addition to those discussed in Coxs annual
report, the following policy has been added due to the adoption of SFAS 142.



| |  |  | Intangible Assets. As discussed above, on January 1, 2002, Cox
adopted SFAS No. 142, Goodwill and Other Intangible Assets,and was
required to assess its intangible assets for impairment during the
three months ended March 31, 2002, and on at least an annual basis
thereafter. Coxs intangible assets are primarily made up of franchise
value. In assessing the recoverability of Coxs intangible assets, Cox
must make assumptions regarding estimated future cash flows to
determine the fair value of the respective assets. If these estimates
or their related assumptions change in the future, Cox may be required
to record impairment charges for these assets.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Caution Concerning Forward-Looking Statements

This Form 10-Q includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, among others, statements that 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 achieve
anticipated subscriber and revenue growth, our success in implementing new
services and other operating initiatives, and our ability to generate
sufficient cash flow to meet our debt service obligations and finance
operations. For a more detailed discussion of these and other risk factors,
see the Caution Concerning Forward-Looking Statements section of Coxs annual
report on Form 10-K for the year ended December 31, 2001, as amended. Cox
assumes no responsibility to update any forward-looking statements as a result
of new information, future events or otherwise.




Item 3.      Quantitative and Qualitative Disclosures About Market Risk

Cox has estimated the fair value of its financial instruments as of March
31, 2002 and December 31, 2001 using available market information or other
appropriate valuation methodologies. Considerable judgment, however, is
required in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts that Cox would realize in a current market exchange.

The carrying amount of cash, accounts and other receivables, accounts and
other payables and amounts due to/from CEI approximates fair value because of
the short maturity of those instruments. The fair value of Coxs investments
stated at fair value are estimated and recorded based on quoted market prices.
The fair value of Coxs equity method investments and investments stated at
cost cannot be estimated without incurring excessive costs. Cox is exposed to
market price risk volatility with respect to investments in publicly traded and
privately held entities. Additional information pertinent to the value of the
foregoing investments is discussed in Note 3. Investments in Part I, Item 1.
Consolidated Financial Statements.

The fair value of interest rate swaps used for hedging purposes was
approximately $36.3 million and $53.4 million at March 31, 2002 and December
31, 2001, respectively, and represents the estimated amount that Cox would
receive upon termination of the swap agreements.

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Coxs outstanding commercial paper, revolving credit facilities, RHINOS
and floating rate notes and debentures bear interest at current market rates
and, thus, approximate fair value at March 31, 2002 and December 31, 2001. Cox
is exposed to interest rate volatility with respect to these variable-rate
instruments.

The estimated fair value of Coxs fixed-rate notes and debentures,
exchangeable subordinated debentures and FELINE PRIDES at March 31, 2002 and
December 31, 2001 are based on quoted market prices or a discounted cash flow
analysis using Coxs incremental borrowing rate for similar types of borrowing
arrangements and dealer quotations. A summary of the carrying value,
estimated fair value and the effect of a hypothetical one percentage point
decrease in interest rates on the foregoing fixed-rate instruments at March 31,
2002 and December 31, 2001 is as follows:

|                                     |  |                |         |                   |  |                    |         |          |  |                       |         |                    |  |   |         |  |  |   |         |            |  |  |         | 
|------------------------------------ |  | -------------- | ------- | ----------------- |  | ------------------ | ------- | -------- |  | --------------------- | ------- | ------------------ |  | - | ------- |  |  | - | ------- | ---------- |  |  | ------- | 
|                                     |  | March 31, 2002 |         | December 31, 2001
|                                     |  |                |         |                  
|                                     |  |                |         |                   |  |                    |         |          |  | Fair Value            |         |                    |  |   |         |  |  |   |         | Fair Value
|                                     |  | Carrying       |         | Fair              |  | (1% Decrease       |         | Carrying |  | Fair                  |         | (1% Decrease      
|                                     |  | Value          |         | Value             |  | in Interest Rates) |         | Value    |  | Value                 |         | in Interest Rates)
|                                     |  |                |         |                   |  |                    |         |          |  |                       |         |                   
|                                     |  |                |         |                   |  |                    |         |          |  | (Millions of Dollars) |         |                    |  |   |         |  |  |  
|Fixed-rate notes and
debentures      |  | $              | 5,017.1 |                   |  | $                  | 4,922.7 |          |  | $                     | 5,168.3 |                    |  | $ | 5,280.7 |  |  | $ | 5,258.0 |            |  |  | 5,522.9 | 
|FELINE
PRIDES                        |  |                | 653.6   |                   |  |                    | 656.0   |          |  |                       | 661.0   |                    |  |   | 652.3   |  |  |   | 717.0   |            |  |  | 719.0   | 
|Exchangeable subordinated
debentures |  |                | 1,554.4 |                   |  |                    | 1,408.6 |          |  |                       | 1,507.0 |                    |  |   | 1,829.5 |  |  |   | 1,762.6 |            |  |  | 1,888.2 | 




Part II  Other Information




Item 1.      Legal Proceedings

Cox is a party to various legal proceedings that are ordinary and
incidental to its business. Management does not expect that any legal
proceedings currently pending will have a material adverse impact on Coxs
consolidated financial position, consolidated results of operations or
consolidated cash flows. For a description of certain legal matters, refer to
Note 10. Commitments and Contingencies in Part I, Item 1. Consolidated
Financial Statements.




Item 2.      Changes in Securities and Use of Proceeds

In accordance with the terms of the indenture governing Coxs convertible
senior notes due 2021, Cox became obligated to purchase for cash convertible
notes tendered and not withdrawn before the close of business on February 22,
2002. Cox repurchased $329.1 million aggregate principal amount at maturity of
the convertible notes that had been properly tendered and not withdrawn, for
aggregate cash consideration of $232.8 million, which represented the accreted
value of the repurchased notes. As a result, $441.7 million aggregate
principal amount at maturity of Coxs convertible notes remain outstanding. In
addition, Cox made an aggregate cash payment of $7.5 million to the remaining
holders of the convertible notes who elected not to require Cox to repurchase
their notes.

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Item 6.      Exhibits and Reports on Form 8-K

|    |           |  |   |  |                                                                                                                                                                                                    
|--- | --------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Exhibits:
|   
|    | 3.1       |  |  |  | Amended Certificate of Incorporation of Cox Communications,
Inc. (Incorporated by reference to Exhibit 3.1 to Coxs
Quarterly Report on Form 10-Q, filed with the Commission on
November 14, 2000.)
|    | 3.2       |  |  |  | Bylaws of Cox Communications, Inc. (Incorporated by reference
to Exhibit 3.2 to Coxs Registration Statement on Form S-4,
File No. 33-80152, filed with the Commission on December 16,
1994.)      
|    | 21        |  |  |  | Subsidiaries of Cox Communications, Inc. (Incorporated by
reference to Exhibit 21 to Coxs Annual Report on Form 10-K,
filed with the commission on March 26, 2002.)                               

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Reports on Form 8-K filed during the quarter ended March 31, 2002:                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | Form 8-K dated January 25, 2002 (filed January 25,
2002) reporting under Item 5 that, in
accordance with the terms of the indenture governing Coxs convertible
notes, Cox had notified holders of its convertible notes of their right to
require Cox to repurchase the convertible notes.                                                                                                                                                       
|   
|    |  | Form 8-K dated February 19, 2002 (filed February 19,
2002) reporting under Item 5 that
Cox would make a one-time cash payment to holders of the convertible notes
that elected not to require Cox to repurchase their convertible notes.                                                                                                                                                                                                          
|   
|    |  | Form 8-K/A dated February 28, 2002 (filed February 28,
2002) reporting under Item 5 the
completion of Coxs repurchase of convertible notes tendered and not
withdrawn by holders and that Cox had made a one-time cash payment of $7.5
million to holders of its convertible notes who did not elect to require Cox
to repurchase their convertible notes, and under Item 9 the
release of certain financial data for the fourth quarter of 2001.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                   |  |  |  |                                                                                                           
|------------------ |  |  |  | ----------------------------------------------------------------------------------------------------------
|                   |  |  |  | Cox Communications, Inc.                                                                                  
|                  
|                  
|Date: May 14, 2002 |  |  |  | /s/ Jimmy W. Hayes                                                                                        
|                   |  |  |  |                                                                                                           
|                   |  |  |  | Jimmy W. Hayes                                                                                            
|                   |  |  |  | Executive Vice President,
Finance and Administration
Chief Financial Officer
(principal financial officer)

22