##### 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 June 30, 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 LOGO]

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

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 58-2112281                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|1400 Lake Hearn Drive, Atlanta, Georgia                        |  | 30319                               
|(Address of principal executive offices)                       |  | (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 573,752,944 shares of Class A Common Stock and 27,597,792
shares of Class C Common Stock outstanding as of July 31, 2002.





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TABLE OF CONTENTS



|                                              |                                                                                               |  |  |  |  |  |  | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I  Financial Information               
|                                              | Item 1. Condensed 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 4. Submission of Matters to a Vote of Security Holders                                  
|                                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                   
|Amended and Restated 364-Day Credit Agreement
|Subsidiaries of Cox Communications, Inc.     
|Certification of Chief Exective Officer      
|Certification of Chief Financial Officer     



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##### Table of Contents



Cox Communications, Inc.
Form 10-Q
For the Quarter Ended June 30, 2002

Table of Contents

|                               |  |                                                                                       |    |      |    | 
|------------------------------ |  | ------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                               |  |                                                                                       |    | Page
|                               |  |                                                                                       |    |     
|Part I  Financial Information
|Item 1.                        |  | Condensed Consolidated Financial Statements                                           |    |      | 2  | 
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations |    |      | 18 | 
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                            |    |      | 24 | 
|Part II  Other Information   
|Item 1.                        |  | Legal Proceedings                                                                     |    |      | 25 | 
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                   |    |      | 25 | 
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                      |    |      | 26 | 
|Signatures                     |  |                                                                                       | 27 |     





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##### Table of Contents






Part I  Financial Information




Item 1. Condensed Consolidated Financial Statements

Cox Communications, Inc.
Condensed Consolidated Balance Sheets

|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |           |            | 
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ---------------------- | ---------- | ----------- | ---------- | --------- | ---------- | 
|                                                                                           |                                                                                                                                                                                              |                                            |            | June 30                |            | December 31
|                                                                                           |                                                                                                                                                                                              |                                            |            | 2002                   |            | 2001       
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |            
|                                                                                           |                                                                                                                                                                                              |                                            |            | (unaudited)           
|                                                                                           |                                                                                                                                                                                              |                                            |            | (Thousands of Dollars)
|Assets                                                                                     |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Cash                                                                                       |                                                                                                                                                                                              | $                                          | 193,728    |                        |            | $           | 86,860     |          
|Accounts and notes receivable, less allowance for doubtful
accounts of $34,965 and $33,514 |                                                                                                                                                                                              |                                            | 408,357    |                        |            |             | 421,111    |          
|Net plant and equipment                                                                    |                                                                                                                                                                                              |                                            | 7,504,382  |                        |            |             | 7,127,908  |          
|Investments                                                                                |                                                                                                                                                                                              |                                            | 377,303    |                        |            |             | 3,515,233  |          
|Intangible assets                                                                          |                                                                                                                                                                                              |                                            | 13,511,098 |                        |            |             | 13,510,894 |          
|Amounts due from Cox Enterprises, Inc. (CEI)                                               |                                                                                                                                                                                              |                                            |           |                        |            |             | 13,245     |          
|Other assets                                                                               |                                                                                                                                                                                              |                                            | 404,377    |                        |            |             | 386,185    |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total assets                               |            | $                      | 22,399,245 |             |            | $         | 25,061,436 | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Liabilities and shareholders equity                                                       |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Accounts payable and accrued expenses                                                      |                                                                                                                                                                                              | $                                          | 695,841    |                        |            | $           | 674,426    |          
|Deferred income taxes                                                                      |                                                                                                                                                                                              |                                            | 4,173,774  |                        |            |             | 4,538,288  |          
|Other liabilities                                                                          |                                                                                                                                                                                              |                                            | 415,221    |                        |            |             | 470,397    |          
|Debt                                                                                       |                                                                                                                                                                                              |                                            | 6,961,605  |                        |            |             | 8,417,675  |          
|Amounts due to CEI                                                                         |                                                                                                                                                                                              |                                            | 22,554     |                        |            |             |           |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total liabilities                          |            |                        | 12,268,995 |             |            |           | 14,100,786 | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Commitments and contingencies (Note 10)                                                    |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|Minority interest in equity of consolidated subsidiaries                                   |                                                                                                                                                                                              |                                            | 131,153    |                        |            |             | 129,121    |          
|Cox-obligated capital and preferred securities of subsidiary trusts                        |                                                                                                                                                                                              |                                            | 1,157,696  |                        |            |             | 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: 579,256,998 and 578,493,107; shares
outstanding: 573,747,861 and 572,994,707                               |                                            |            | 579,257                |            |             |            | 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                                                                                                                                                                   |                                            |            | 3,914,834              |            |             |            | 3,891,157 |           
|                                                                                           | Retained earnings                                                                                                                                                                            |                                            |            | 4,531,839              |            |             |            | 4,912,461 |           
|                                                                                           | Accumulated other comprehensive income (loss)                                                                                                                                                |                                            |            | (4,626                 | )          |             |            | 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                 |            |                        | 8,841,401  |             |            |           | 9,675,791  | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          
|                                                                                           |                                                                                                                                                                                              | Total liabilities and shareholders equity |            | $                      | 22,399,245 |             |            | $         | 25,061,436 | 
|                                                                                           |                                                                                                                                                                                              |                                            |            |                        |            |             |            |          

See notes to condensed consolidated financial statements.

2



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Cox Communications, Inc.
Condensed Consolidated Statements of Operations

|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |         | 
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------ | - | -------------------------------------------- | ------- | ------------- | - | ----------- | ------- | ---- | - | ----------- | --------- | - | - | ----------- | ------- | 
|                                                                                                             |                                                                          |   | Three Months                                 |         | Six Months   
|                                                                                                             |                                                                          |   | Ended June 30                                |         | Ended June 30
|                                                                                                             |                                                                          |   |                                              |         |              
|                                                                                                             |                                                                          |   | 2002                                         |         | 2001          |   | 2002        |         | 2001
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |     
|                                                                                                             |                                                                          |   | (unaudited)                                 
|                                                                                                             |                                                                          |   | (Thousands of Dollars, excluding share data)
|Revenues                                                                                                     |                                                                          | $ | 1,244,629                                    |         |               | $ | 1,048,045   |         |      | $ | 2,422,671   |           |   | $ | 2,039,464   |        
|Costs and expenses                                                                                           |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|                                                                                                             | Programming costs                                                        |   |                                              | 270,198 |               |   |             | 239,080 |      |   |             | 534,076   |   |   |             | 474,211 | 
|                                                                                                             | Selling, general and administrative                                      |   |                                              | 532,556 |               |   |             | 426,851 |      |   |             | 1,054,655 |   |   |             | 825,007 | 
|                                                                                                             | Depreciation and amortization                                            |   |                                              | 337,728 |               |   |             | 355,762 |      |   |             | 663,520   |   |   |             | 707,987 | 
|                                                                                                             | Loss on sale of cable systems                                            |   |                                              | 3,916   |               |   |             |        |      |   |             | 3,916     |   |   |             |        | 
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Operating income                                                                                             |                                                                          |   | 100,231                                      |         |               |   | 26,352      |         |      |   | 166,504     |           |   |   | 32,259      |        
|Interest expense                                                                                             |                                                                          |   | (128,367                                     | )       |               |   | (143,158    | )       |      |   | (255,984    | )         |   |   | (297,011    | )      
|Gain (loss) on derivative instruments, net                                                                   |                                                                          |   | 47,860                                       |         |               |   | (250,566    | )       |      |   | 767,623     |           |   |   | (257,578    | )      
|Gain (loss) on investments, net                                                                              |                                                                          |   | (813,807                                     | )       |               |   | 444,936     |         |      |   | (1,225,350  | )         |   |   | 598,012     |        
|Other, net                                                                                                   |                                                                          |   | 275                                          |         |               |   | (1,530      | )       |      |   | 1,010       |           |   |   | (1,928      | )      
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Income (loss) before income taxes, minority
interest and cumulative effect of change
in accounting principle |                                                                          |   | (793,808                                     | )       |               |   | 76,034      |         |      |   | (546,197    | )         |   |   | 73,754      |        
|Income tax expense (benefit)                                                                                 |                                                                          |   | (289,178                                     | )       |               |   | 30,669      |         |      |   | (189,208    | )         |   |   | 42,476      |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Income (loss) before minority interest and
cumulative effect of change in accounting
principle               |                                                                          |   | (504,630                                     | )       |               |   | 45,365      |         |      |   | (356,989    | )         |   |   | 31,278      |        
|Minority interest, net of tax                                                                                |                                                                          |   | (11,564                                      | )       |               |   | (14,694     | )       |      |   | (23,633     | )         |   |   | (31,093     | )      
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Income (loss) before cumulative effect of
change in accounting principle                                     |                                                                          |   | (516,194                                     | )       |               |   | 30,671      |         |      |   | (380,622    | )         |   |   | 185         |        
|Cumulative effect of change in accounting
principle, net of tax                                              |                                                                          |   |                                             |         |               |   |            |         |      |   |            |           |   |   | 717,090     |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Net income (loss)                                                                                            |                                                                          | $ | (516,194                                     | )       |               | $ | 30,671      |         |      | $ | (380,622    | )         |   | $ | 717,275     |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Share data                                                                                                   |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Basic net income (loss) per share                                                                            |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Basic weighted-average shares outstanding                                                                    |                                                                          |   | 601,318,335                                  |         |               |   | 600,348,190 |         |      |   | 601,024,267 |           |   |   | 600,220,681 |        
|                                                                                                             | Income (loss) before cumulative effect of change
in accounting principle |   | $                                            | (0.86   | )             |   | $           | 0.05    |      |   | $           | (0.63     | ) |   | $           |        | 
|                                                                                                             | Cumulative effect of change in accounting principle                      |   |                                              |        |               |   |             |        |      |   |             |          |   |   |             | 1.20    | 
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Basic net income (loss) per share                                                                            |                                                                          | $ | (0.86                                        | )       |               | $ | 0.05        |         |      | $ | (0.63       | )         |   | $ | 1.20        |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Diluted net income (loss) per share                                                                          |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Diluted weighted-average shares outstanding                                                                  |                                                                          |   | 601,318,335                                  |         |               |   | 608,885,275 |         |      |   | 601,024,267 |           |   |   | 609,128,184 |        
|                                                                                                             | Income (loss) before cumulative effect of change
in accounting principle |   | $                                            | (0.86   | )             |   | $           | 0.05    |      |   | $           | (0.63     | ) |   | $           |        | 
|                                                                                                             | Cumulative effect of change in accounting principle                      |   |                                              |        |               |   |             |        |      |   |             |          |   |   |             | 1.18    | 
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        
|Diluted net income (loss) per share                                                                          |                                                                          | $ | (0.86                                        | )       |               | $ | 0.05        |         |      | $ | (0.63       | )         |   | $ | 1.18        |        
|                                                                                                             |                                                                          |   |                                              |         |               |   |             |         |      |   |             |           |   |   |             |        

See notes to condensed consolidated financial statements.

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##### Table of Contents



Cox Communications, Inc.
Condensed 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 |   | 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 loss                                                                                                 |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               | (380,622 | ) |   |             |          |        |   |          |      |   |   |           | (380,622 | ) |  | $ | (380,622 | )
|                  |                                                                                                          |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|                  | Issuance of stock related to
stock compensation plans
(including tax benefit on stock
options exercised) |   |           |                        |              |   |            | 764 |          |   |               |  |               |   |           | 23,677 |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           | 24,441   |   |  |   |          |  
|                  | Shares surrendered in connection
with vesting of restricted stock                                        |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          | (448 | ) |   |           | (448     | ) |  |   |          |  
|                  | Change in net accumulated unrealized
gain on securities                                                  |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  |   | (477,761 | )
|                  |                                                                                                          |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|                  | Other comprehensive loss                                                                                 |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             | (477,761 | )      |   |          |      |   |   |           | (477,761 | ) |  |   | (477,761 | )
|                  |                                                                                                          |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|                  | Comprehensive loss                                                                                       |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  | $ | (858,383 | )
|                  |                                                                                                          |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         
|June 30,
2002     |                                                                                                          | $ | 4,836     |                        |              | $ | 579,257    |     |          | $ | 27,598        |  |               | $ | 3,914,834 |        |       | $ | 4,531,839     |          |   | $ | (4,626      | )        |        | $ | (212,337 | )    |   | $ | 8,841,401 |          |   |  |   |         
|                  |                                                                                                          |   |           |                        |              |   |            |     |          |   |               |  |               |   |           |        |       |   |               |          |   |   |             |          |        |   |          |      |   |   |           |          |   |  |   |         

See notes to condensed consolidated financial statements.

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##### Table of Contents



Cox Communications, Inc.
Condensed Consolidated Statements of Cash Flows

|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |          |          |  
|---------------------------------------------------------------------------------------- | --------------------------------------------------------------- | --------------------------------------------------- | ---------- | ---------------------- | -------- | ---- | ---------- | -------- | -------- | -
|                                                                                         |                                                                 |                                                     |            | Six Months            
|                                                                                         |                                                                 |                                                     |            | Ended June 30         
|                                                                                         |                                                                 |                                                     |            |                       
|                                                                                         |                                                                 |                                                     |            | 2002                   |          | 2001
|                                                                                         |                                                                 |                                                     |            |                        |          |     
|                                                                                         |                                                                 |                                                     |            | (unaudited)           
|                                                                                         |                                                                 |                                                     |            | (Thousands of Dollars)
|Cash flows from operating activities                                                     |                                                                 |                                                     |            |                        |          |      |            |         
|Net income (loss)                                                                        |                                                                 | $                                                   | (380,622   | )                      |          | $    | 717,275    |         
|Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |                                                                 |                                                     |            |                        |          |      |            |         
|                                                                                         | Depreciation and amortization                                   |                                                     |            | 663,520                |          |      |            | 707,987  |         
|                                                                                         | Loss on sale of cable systems                                   |                                                     |            | 3,916                  |          |      |            |         |         
|                                                                                         | (Gain) loss on derivative instruments, net                      |                                                     |            | (767,623               | )        |      |            | 257,578  |         
|                                                                                         | Deferred income taxes                                           |                                                     |            | (65,874                | )        |      |            | (430,778 | )       
|                                                                                         | (Gain) loss on investments, net                                 |                                                     |            | 1,225,350              |          |      |            | (598,012 | )       
|                                                                                         | Minority interest, net of tax                                   |                                                     |            | 23,633                 |          |      |            | 31,093   |         
|                                                                                         | Cumulative effect of change in accounting principle, net of tax |                                                     |            |                       |          |      |            | (717,090 | )       
|Decrease in accounts and notes receivable                                                |                                                                 |                                                     | 21,682     |                        |          |      | 25,606     |         
|Increase in prepaid expenses                                                             |                                                                 |                                                     | (6,364     | )                      |          |      | (15,008    | )       
|Increase (decrease) in accounts payable and accrued expenses                             |                                                                 |                                                     | 8,094      |                        |          |      | (43,622    | )       
|Increase (decrease) in taxes payable                                                     |                                                                 |                                                     | (24,484    | )                      |          |      | 763,496    |         
|Other, net                                                                               |                                                                 |                                                     | 48,959     |                        |          |      | 14,214     |         
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|                                                                                         |                                                                 | Net cash provided by operating activities           |            |                        | 750,187  |      |            |          | 712,739  |  
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|Cash flows from investing activities                                                     |                                                                 |                                                     |            |                        |          |      |            |         
|Capital expenditures                                                                     |                                                                 |                                                     | (1,013,664 | )                      |          |      | (1,060,058 | )       
|Investments in affiliated companies                                                      |                                                                 |                                                     | (9,793     | )                      |          |      | (16,896    | )       
|Proceeds from the sale of investments                                                    |                                                                 |                                                     | 1,320,271  |                        |          |      | 604,580    |         
|(Increase) decrease in amounts due from CEI, net                                         |                                                                 |                                                     | 13,245     |                        |          |      | (63,569    | )       
|Proceeds from the sale of cable systems                                                  |                                                                 |                                                     | 12,574     |                        |          |      |           |         
|Other, net                                                                               |                                                                 |                                                     | (4,295     | )                      |          |      | (5,245     | )       
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|                                                                                         |                                                                 | Net cash provided by (used in) investing activities |            |                        | 318,338  |      |            |          | (541,188 | )
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|Cash flows from financing activities                                                     |                                                                 |                                                     |            |                        |          |      |            |         
|Commercial paper repayments, net                                                         |                                                                 |                                                     | (727,384   | )                      |          |      | (1,529,807 | )       
|Proceeds from issuance of debt, net of debt issuance costs                               |                                                                 |                                                     |           |                        |          |      | 1,428,852  |         
|Repayment of debt                                                                        |                                                                 |                                                     | (266,576   | )                      |          |      | (28,268    | )       
|Proceeds from exercise of stock options                                                  |                                                                 |                                                     | 23,110     |                        |          |      | 8,376      |         
|Increase (decrease) in book overdrafts                                                   |                                                                 |                                                     | 16,577     |                        |          |      | (13,487    | )       
|Increase in amounts due to CEI, net                                                      |                                                                 |                                                     | 22,554     |                        |          |      |           |         
|Distributions paid on capital and preferred securities of
subsidiary trusts              |                                                                 |                                                     | (29,938    | )                      |          |      | (40,430    | )       
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|                                                                                         |                                                                 | Net cash used in financing activities               |            |                        | (961,657 | )    |            |          | (174,764 | )
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|Net increase (decrease) in cash                                                          |                                                                 |                                                     | 106,868    |                        |          |      | (3,213     | )       
|Cash at beginning of period                                                              |                                                                 |                                                     | 86,860     |                        |          |      | 78,442     |         
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         
|Cash at end of period                                                                    |                                                                 | $                                                   | 193,728    |                        |          | $    | 75,229     |         
|                                                                                         |                                                                 |                                                     |            |                        |          |      |            |         

See notes to condensed consolidated financial statements.

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##### Table of Contents



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

Quarter Ended June 30, 2002

1. Basis of Presentation and Other Information

The accompanying unaudited condensed consolidated financial statements of
Cox Communications, Inc. (Cox), a 65.4% 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 condensed 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 condensed 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 June 30,
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.
For a further discussion, see Note 4. Goodwill and Intangible
Assets.

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.

Also 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.

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

Also on
January 1, 2002, Cox adopted the guidance prescribed in
Emerging Issues Task Force Issue No. 01-14, Income Statement Characterization
of Reimbursements Received for Out-of-Pocket Expenses Incurred, 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 $47.9 million and $96.7 million were reclassified from operating
expenses to revenues for the three and six months ended June 30, 2002,
respectively, and approximately $46.2 million and $89.7 million were
reclassified from operating expenses to revenues for the three and six months
ended June 30, 2001, respectively.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections, which provides for the rescission
of several previously issued accounting standards, new accounting guidance for
the accounting of certain lease modifications and various technical corrections
that are not substantive in nature to existing pronouncements. Cox will adopt
SFAS No. 145 on January 1, 2003, except for the provisions relating to the
amendment of SFAS No. 13, which was adopted for transactions occurring
subsequent to May 15, 2002. Cox is currently assessing the
impact of SFAS No. 145 on its financial position and results of
operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. Cox is currently assessing
the impact of SFAS No. 146 on its financial position and results
of operations.

Reclassifications

Certain amounts in the 2001 condensed consolidated financial
statements have been reclassified for comparative purposes.

3. Investments

|                                  |                        |   |                        |         |             |   |           |           | 
|--------------------------------- | ---------------------- | - | ---------------------- | ------- | ----------- | - | --------- | --------- | 
|                                  |                        |   | June 30                |         | December 31
|                                  |                        |   | 2002                   |         | 2001       
|                                  |                        |   |                        |         |            
|                                  |                        |   | (Thousands of Dollars)
|Investments stated at fair value: |                        |   |                        |         |             |   |           |          
|                                  | Available-for-sale     |   | $                      | 259,552 |             |   | $         | 2,903,062 | 
|                                  | Trading securities     |   |                        | 87,165  |             |   |           | 475,995   | 
|                                  | Derivative instruments |   |                        | 7,113   |             |   |           | 90,494    | 
|Other                             |                        |   | 23,473                 |         |             |   | 45,682    |          
|                                  |                        |   |                        |         |             |   |           |          
|Total investments                 |                        | $ | 377,303                |         |             | $ | 3,515,233 |          
|                                  |                        |   |                        |         |             |   |           |          

Investments Stated at Fair Value

The aggregate cost of Coxs investments stated at fair value at June 30,
2002 and December 31, 2001 was $363.5 million and $2,326.0 million,
respectively. Gross unrealized gains and losses on investments
were $0.3 million and $3.0 million, respectively, at June 30, 2002 and
$843.3 million and $76.6 million, respectively, at December 31, 2001. For the
three and six months ended June 30, 2002, gross

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

realized gains and losses on
investments stated at fair value were $0.2 million and $793.1 million,
respectively, and $37.2 million and $1,238.9 million, respectively. For the
three and six months ended June 30, 2001, gross realized gains and losses on
investments stated at fair value were $475.6 million and $24.8 million,
respectively, and $714.9 million and $105.2 million, respectively. 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 June 30, 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 $346.0 million and $2,444.3 million at June 30, 2002 and December 31, 2001,
respectively.

In February and March 2002, Cox terminated its series of costless equity
collar arrangements that 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 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.

Motorola.   In June 2002, Cox sold its remaining 1.7 million shares of
Motorola, Inc. common stock for aggregate net proceeds of approximately $24.5
million and recognized aggregate pre-tax loss of $1.5 million. Cox acquired
the shares of Motorola common stock through the exercise of warrants in June
2000 and June 2001.

Other

During second quarter 2002, Cox recorded an aggregate pre-tax loss of
$677.4 million on certain of its investments, primarily Sprint PCS, as a result
of a decline in fair value that was considered other than temporary. During
the three and six months ended June 30, 2001, Cox recorded aggregate pre-tax
losses of $13.8 and $49.3 million, respectively, as a result of such declines.
These losses are included in net gain (loss) on investments in the Condensed
Consolidated Statement of Operations. Cox assesses the recoverability of all
of its investments on an ongoing basis.

Cox has several other fair value, equity and cost method investments which
were not, individually or in the aggregate, significant in relation to the
Condensed Consolidated Balance Sheets at June 30, 2002 and December 31, 2001.

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

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.

Coxs intangible assets, which are primarily made up of franchise value,
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                               |          | Six Months Ended
|                                                                                  |  | June 30                                          |          | June 30         
|                                                                                  |  |                                                  |          |                 
|                                                                                  |  | 2002                                             |          | 2001             |  | 2002 |        | 2001
|                                                                                  |  |                                                  |          |                  |  |      |        |     
|                                                                                  |  | (Thousands of Dollars, excluding per share data)
|Reported income (loss) before cumulative
effect of change in accounting principle |  | $                                                | (516,194 | )                |  | $    | 30,671 |      |  | $ | (380,622 | ) |  | $ | 185     | 
|Franchise value amortization, net of tax                                          |  |                                                  |         |                  |  |      | 61,141 |      |  |   |         |   |  |   | 126,254 | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Adjusted income (loss) before cumulative
effect of change in accounting principle |  |                                                  | (516,194 | )                |  |      | 91,812 |      |  |   | (380,622 | ) |  |   | 126,439 | 
|Cumulative effect of change in accounting principle                               |  |                                                  |         |                  |  |      |       |      |  |   |         |   |  |   | 717,090 | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Adjusted net income (loss)                                                        |  | $                                                | (516,194 | )                |  | $    | 91,812 |      |  | $ | (380,622 | ) |  | $ | 843,529 | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Basic net income (loss) per share:                                                |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Reported income (loss) before cumulative
effect of change in accounting principle |  | $                                                | (.86     | )                |  | $    | .05    |      |  | $ | (.63     | ) |  | $ |        | 
|Add back franchise value
amortization, net of tax                                 |  |                                                  |         |                  |  |      | .10    |      |  |   |         |   |  |   | .21     | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Adjusted income (loss) before cumulative
effect of change in accounting principle |  |                                                  | (.86     | )                |  |      | .15    |      |  |   | (.63     | ) |  |   | .21     | 
|Cumulative effect of change in accounting principle                               |  |                                                  |         |                  |  |      |       |      |  |   |         |   |  |   | 1.20    | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Adjusted basic net income (loss) per share                                        |  | $                                                | (.86     | )                |  | $    | .15    |      |  | $ | (.63     | ) |  | $ | 1.41    | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Diluted net income (loss) per share:                                              |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Reported income (loss) before cumulative
effect of change in accounting principle |  | $                                                | (.86     | )                |  | $    | .05    |      |  | $ | (.63     | ) |  | $ |        | 
|Add back franchise value amortization, net of tax                                 |  |                                                  |         |                  |  |      | .10    |      |  |   |         |   |  |   | .20     | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Adjusted income (loss) before cumulative
effect of change in accounting principle |  |                                                  | (.86     | )                |  |      | .15    |      |  |   | (.63     | ) |  |   | .20     | 
|Cumulative effect of change in accounting principle                               |  |                                                  |         |                  |  |      |       |      |  |   |         |   |  |   | 1.18    | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 
|Adjusted diluted net income (loss) per share                                      |  | $                                                | (.86     | )                |  | $    | .15    |      |  | $ | (.63     | ) |  | $ | 1.38    | 
|                                                                                  |  |                                                  |          |                  |  |      |        |      |  |   |          |   |  |   |         | 

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

5. Debt

|                                     |  |                        |           |             |  |   |           | 
|------------------------------------ |  | ---------------------- | --------- | ----------- |  | - | --------- | 
|                                     |  | June 30                |           | December 31
|                                     |  | 2002                   |           | 2001       
|                                     |  |                        |           |            
|                                     |  | (Thousands of Dollars)
|Revolving credit facilities          |  | $                      |          |             |  | $ |          | 
|Commercial paper                     |  |                        |          |             |  |   | 727,384   | 
|Medium-term notes                    |  |                        | 391,229   |             |  |   | 391,183   | 
|Notes and debentures                 |  |                        | 4,772,752 |             |  |   | 5,313,517 | 
|Exchangeable subordinated debentures |  |                        | 1,604,734 |             |  |   | 1,829,497 | 
|Capitalized lease obligations        |  |                        | 178,265   |             |  |   | 140,866   | 
|Other                                |  |                        | 14,625    |             |  |   | 15,228    | 
|                                     |  |                        |           |             |  |   |           | 
|Total debt                           |  | $                      | 6,961,605 |             |  | $ | 8,417,675 | 
|                                     |  |                        |           |             |  |   |           | 

See Note 6. Derivative Instruments and Hedging
Activities for a discussion of the accounting for certain
derivatives embedded in the exchangeable subordinated debentures and
zero coupon debt, which have been classified as a component of debt
in the Condensed Consolidated Balance Sheets at June 30, 2002 and
December 31, 2001.

Revolving Credit Facilities

In June 2002, Cox amended and restated its 364-day facility to, among
other things, extend the facility for another 364 days, which will now
terminate on June 27, 2003. The size of the facility was also changed from
$1.5 billion to $1.1 billion. As of June 30, 2002, Cox had no borrowings
outstanding under this credit agreement or its existing 5-year $0.9 billion
credit facility, which terminates in 2005.

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 June 30, 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.

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

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 rises above the
market price at the time of issuance, 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 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. The PRIZES are
exchangeable for cash based on the value of shares of Sprint PCS common stock.
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.

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
June 30, 2002 and December 31, 2001:

|                                                             |  |         |           |             |  |   |           |  
|------------------------------------------------------------ |  | ------- | --------- | ----------- |  | - | --------- | -
|                                                             |  | June 30 |           | December 31
|                                                             |  | 2002    |           | 2001       
|                                                             |  |         |           |            
|Notional amount (in thousands)                               |  | $       | 1,150,000 |             |  | $ | 1,150,000 |  
|Average fixed interest rate received (for the quarter ended) |  |         | 7.38      | %           |  |   | 7.38      | %
|Average floating interest rate paid (for the quarter ended)  |  |         | 3.29      | %           |  |   | 4.10      | %
|Maturity                                                     |  |         | 2004-2006 |             |  |   | 2004-2006 |  

As a result of the settlements under Coxs interest rate swap agreements,
interest expense was reduced by $10.5 million and $23.4 million, respectively,
during the three and six months ended June 30, 2002 and $5.2 million and $7.0
million, respectively, during the three and six months ended June 30, 2001.

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.

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

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 pre-tax gains on derivative instruments of $47.9 million and
$767.6 million during the three and six months ended June 30, 2002,
respectively, and pre-tax losses on derivative instruments of $250.6 million
and $257.6 million during the three months and six months ended June 30, 2001,
respectively. In addition, cumulative derivative adjustments made in
accordance with SFAS No. 133, which are classified as a
component of debt in the Condensed Consolidated Balance Sheets, reduced reported indebtedness by approximately
$1.1 billion and $0.5 billion at June 30, 2002 and December 31, 2001,
respectively. The following is a detail of Coxs gain (loss) on derivative
instruments for the three and six months ended June 30, 2002 and 2001 followed
by a summary of Coxs derivative instruments.

|                                     |  |                    |       |                  |  |                       |        |      |  |   |       |   |  |   |        |  
|------------------------------------ |  | ------------------ | ----- | ---------------- |  | --------------------- | ------ | ---- |  | - | ----- | - |  | - | ------ | -
|                                     |  | Three Months Ended |       | Six Months Ended
|                                     |  | June 30            |       | June 30         
|                                     |  |                    |       |                 
|                                     |  | 2002               |       | 2001             |  | 2002                  |        | 2001
|                                     |  |                    |       |                  |  |                       |        |     
|                                     |  |                    |       |                  |  | (Millions of Dollars) |        |      |  |  
|Equity collar arrangements           |  | $                  |      |                  |  | $                     | (56.2  | )    |  | $ | 268.8 |   |  | $ | (43.1  | )
|Zero-coupon debt                     |  |                    | 106.7 |                  |  |                       | (76.0  | )    |  |   | 333.0 |   |  |   | 25.3   |  
|Exchangeable subordinated debentures |  |                    | (38.0 | )                |  |                       | (149.3 | )    |  |   | 249.2 |   |  |   | (284.8 | )
|Stock purchase warrants              |  |                    | (20.8 | )                |  |                       | 15.2   |      |  |   | (83.4 | ) |  |   | (1.3   | )
|Other                                |  |                    |      |                  |  |                       | 15.7   |      |  |   |      |   |  |   | 46.3   |  
|                                     |  |                    |       |                  |  |                       |        |      |  |   |       |   |  |   |        |  
|Total derivative gain (loss)         |  | $                  | 47.9  |                  |  | $                     | (250.6 | )    |  | $ | 767.6 |   |  | $ | (257.6 | )
|                                     |  |                    |       |                  |  |                       |        |      |  |   |       |   |  |   |        |  

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 Condensed 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 $69.4 million and $53.4 million
at June 30, 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

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

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 Condensed Consolidated Statements of
Operations. The aggregate fair value of these embedded derivatives
approximated a derivative asset of $373.8 million and $40.8 million at June 30,
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 $53.8 million and $373.5 million at June 30, 2002 and December 31,
2001, respectively, and have been classified within debt in the Condensed
Consolidated Balance Sheets.

Exchangeable Subordinated Debentures

Cox has three series of exchangeable subordinated debentures outstanding,
referred to as PRIZES, Premium PHONES and Discount Debentures, 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 Condensed Consolidated Statements of Operations.
The aggregate fair value of these embedded derivatives approximated a
derivative obligation of $334.5 million and $583.7 million at June 30, 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 $1,604.7 million and
$1,829.5 million at June 30, 2002 and December 31, 2001, respectively, and have
been classified within debt in the Condensed 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 Condensed Consolidated
Statements of Operations. The aggregate fair value of these warrants
approximated a derivative asset of $7.1 million and $90.5 million at June 30,
2002 and December 31, 2001, respectively, and have been classified as a
component of investments in the Condensed Consolidated Balance Sheets.

7.  Earnings Per Share

For the three and six
months ended June 30, 2002, 55.4 million and 54.8
million Class A common shares, respectively, related to employee stock-based
compensation plans, convertible preferred stock and
notes, and the effect of Cox-obligated capital and preferred securities of
subsidiary trusts were not included in the computation of diluted EPS, because
such effects would have been antidilutive for the periods.

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

The following table reconciles the numerator and the denominator of the
basic and diluted per share computations for income from operations for the
three and six months ended June 30, 2001:

|                                                                              |  |                                                                |         |                           |       |               |         |   |       | 
|----------------------------------------------------------------------------- |  | -------------------------------------------------------------- | ------- | ------------------------- | ----- | ------------- | ------- | - | ----- | 
|                                                                              |  |                                                                |         | Three Months              |       | Six Months   
|                                                                              |  |                                                                |         | Ended                     |       | Ended        
|                                                                              |  |                                                                |         | June 30, 2001             |       | June 30, 2001
|                                                                              |  |                                                                |         |                           |       |              
|                                                                              |  |                                                                |         | (Thousands of
Dollars    
|                                                                              |  |                                                                |         | excluding per share data)
|                                                                              |  |                                                                |         |                          
|Income before cumulative effect of change in accounting principle (A)         |  | $                                                              | 30,671  |                           |       | $             | 185     |  
|                                                                              |  |                                                                |         |                           |       |               |         |  
|Basic weighted average shares
outstanding (B)                                 |  |                                                                | 600,348 |                           |       |               | 600,221 |  
|Effect of dilutive securities:                                                |  |                                                                |         |                           |       |               |         |  
|                                                                              |  | Employee stock options                                         |         |                           | 1,079 |               |         |   | 1,198 | 
|                                                                              |  | Employee stock purchase plan                                   |         |                           | 488   |               |         |   | 480   | 
|                                                                              |  | Convertible preferred stock                                    |         |                           | 6,463 |               |         |   | 6,462 | 
|                                                                              |  | Forward purchase contracts forming
a part of the FELINE PRIDES |         |                           | 507   |               |         |   | 767   | 
|                                                                              |  |                                                                |         |                           |       |               |         |  
|Diluted weighted average shares
outstanding (C)                               |  |                                                                | 608,885 |                           |       |               | 609,128 |  
|                                                                              |  |                                                                |         |                           |       |               |         |  
|Earnings per share before cumulative
effect of change in accounting principle |  |                                                                |         |                           |       |               |         |  
|                                                                              |  | Basic earnings per share (A/B)                                 |         | $                         | 0.05  |               |         | $ |      | 
|                                                                              |  |                                                                |         |                           |       |               |         |  
|                                                                              |  | Diluted earnings per share (A/C)                               |         | $                         | 0.05  |               |         | $ |      | 
|                                                                              |  |                                                                |         |                           |       |               |         |  

For the three and six months ended June 30, 2001, 19.5 million and 19.0
million Class A common shares, respectively, related to convertible senior
notes and the RHINOS were not included in the computation of diluted EPS,
because such effects would have been antidilutive for the periods.

8.   Transactions with Affiliated Companies

CEI performs day to day cash management services for Cox. In addition,
CEI provides certain other management services to Cox including legal,
corporate secretarial, tax, cash management, internal audit, risk management,
benefits administration including self-insured health and other insured plans
and other support services. Cox is allocated expenses related to these
services, and pays rent and certain other occupancy costs to CEI for its home
office facilities. Allocated expenses are based on CEIs estimate of expenses
relative to the services provided to Cox in relation to those provided to other
divisions of CEI. Rent and occupancy expense is allocated based on occupied
space. These expenses totaled approximately $3.4 million and $3.1
million per quarter during the three and six months ended
June 30, 2002 and 2001, respectively.
Management believes that these allocations were made on a reasonable
basis, and have been included in net operating expense reimbursements in the
table below. However, the allocations are not necessarily indicative of the
level of expenses that might have been incurred had Cox contracted directly
with third parties. Management has not made a study or any attempt to obtain
quotes from third parties to determine what the cost of obtaining such services
from third parties would have been. The fees and expenses to be paid by Cox to
CEI are subject to change.

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

The amounts due to CEI are generally due on demand and represent the net
of various transactions, including those described above. Outstanding amounts
due from CEI bear interest equal to CEIs current commercial paper borrowing
rate, which was 2.45% and 3.0% at June 30, 2002 and December 31, 2001,
respectively.

Included in amounts due (to) from CEI are the following transactions:

|                                             |  |                        |          |  
|-------------------------------------------- |  | ---------------------- | -------- | -
|                                             |  | (Thousands of Dollars)
|                                             |  |                       
|Intercompany due from CEI, December 31, 2001 |  | $                      | 13,245   |  
|Cash transferred to CEI                      |  |                        | 73,573   |  
|Net operating expense reimbursements         |  |                        | (109,372 | )
|                                             |  |                        |          |  
|Intercompany due to CEI, June 30, 2002       |  | $                      | (22,554  | )
|                                             |  |                        |          |  

For the last several years, Cox has had a number of local partnerships
with Cox Interactive Media (CIM), an indirect wholly-owned subsidiary of CEI,
for the development and maintenance of Internet sites based on local
advertising and content. While Cox believes local content is important, this
Internet city site business has not developed as planned. Cox has entered into
an agreement pursuant to which CIM will continue to develop and operate these
local content city sites for Cox through the remainder of 2002. The previously
formed partnerships will be dissolved. This transition time provides Cox the
opportunity to assess and then implement a more cost effective strategy for
Coxs home page. The expense to Cox for the local content services is not
significant.

9.   Supplemental Financial Information

|                                     |  |                        |         |      |  |   |           | 
|------------------------------------ |  | ---------------------- | ------- | ---- |  | - | --------- | 
|                                     |  | Six Months Ended      
|                                     |  | June 30               
|                                     |  |                       
|                                     |  | 2002                   |         | 2001
|                                     |  |                        |         |     
|                                     |  | (Thousands of Dollars)
|Significant non-cash transactions    |  |                        |         |      |  |   |           | 
|Exercise of Excite@Home right        |  | $                      |        |      |  | $ | 1,282,789 | 
|Additional cash flow information     |  |                        |         |      |  |   |           | 
|Cash paid for interest               |  | $                      | 205,937 |      |  | $ | 250,400   | 
|Cash received for income tax refunds |  |                        | 98,313  |      |  |   | 283,126   | 

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

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

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. The parties have reached an agreement
to resolve both suits, which is pending court approval.

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. On June 18, 2002, the
court lifted the stay to permit discovery regarding Coxs pending motion to
dismiss for lack of personal jurisdiction. Cox intends to defend these actions
vigorously. 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. The time for Cox to answer the complaint has
been extended until 60 days after plaintiffs file their amended complaint. Cox
intends to defend this action vigorously. 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.
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 July 10, 2002, the
Court dismissed the suit for lack of subject matter jurisdiction.

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

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.

11.  Subsequent Events

The settlement date
for the purchase contract underlying Cox's outstanding FELINE PRIDES
is August 16, 2002. On that date Cox expects to issue approximately 18.7
million shares of Cox Class A common stock to holders of the Income PRIDES and the Growth PRIDES in
settlement of the related purchase contract. In addition, Coxs senior
debentures underlying the FELINE PRIDES are subject to remarketing on August
13, 2002. The reset interest rate, effective August 16, 2002, for any
remarketed or otherwise outstanding debentures will be the two-year benchmark
Treasury Security in effect on August 13, 2002 plus 200 basis points, the
maximum reset spread provided by the original terms of the FELINE PRIDES. If
the remarketing is not successful, Cox intends to retain the debentures
underlying Income PRIDES in full satisfaction of such holders obligation to
purchase Cox Class A common stock on August 16, 2002. If the remarketing is
successful or if debentures otherwise remain outstanding, Cox would expect to
reclassify the debentures from mezzanine equity to debt in the third quarter of
2002. An unsuccessful remarketing of these securities will have no material
impact on Coxs results from operations or liquidity.

The Income PRIDES and the Growth PRIDES currently trade on the New York
Stock Exchange under the ticker symbols COX PrI and Cox PrG, respectively.
In connection with settlement of the purchase contract, trading in Coxs Income
PRIDES and Growth PRIDES will be suspended after the close of business on
August 12, 2002.

Prior to August 2, 2002, capital securities of Cox Trust II were
underlying the FELINE PRIDES. Cox dissolved Cox Trust II as of August 2, 2002,
and as a result, the sole assets of the trust, the senior debentures issued by
Cox, were exchanged for and replaced the capital securities. The payment terms
of the Cox debentures are substantially identical to those of the capital
securities they replaced, and consequently, the rights of holders were not
materially modified.

For a more detailed description of the FELINE PRIDES, including the
settlement and remarketing process, refer to Coxs prospectus supplement for
the FELINE PRIDES dated August 9, 1999.

In October 1999, Cox RHINOS Trust issued 500,000
RHINOS in a private transaction to a special purpose entity for
aggregate proceeds of $500 million. Cox RHINOS Trust is
a subsidiary of Cox, and the sole assets of Cox RHINOS Trust are
senior notes due 2029 issued by Cox. The terms of the RHINOS
also provide that if the RHINOS are not redeemed with the
proceeds from one or more public offerings of Coxs
Class A common stock on or after October 6, 2002 or if
the closing price of Coxs Class A common stock falls
below $28 per share, the holder may require that the RHINOS
be remarketed. In June 2002, the price for Coxs
Class A common stock closed below $28 per share, but
the holder of the RHINOS has not elected to require Cox to
remarket the RHINOS. Cox has been in discussions with the holder
of the RHINOS, and these discussions may result in Cox
repurchasing its senior notes due 2029, which would, in turn,
result in the trust repurchasing the RHINOS, in October 2002.
Cox may use available borrowing under its credit facilities to
fund any such transaction.

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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 condensed consolidated financial statements for the
three and six month periods ended June 30, 2002 and 2001.

Overview

Cox Communications, Inc., an indirect 65.4% majority-owned subsidiary of
Cox Enterprises, Inc. (CEI), is one of the nations largest multi-service
advanced communications providers. As of June 30, 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

Three Months Ended June 30, 2002 Compared with Three Months Ended June 30, 2001

Total revenues for the three months ended June 30, 2002 were $1,244.6
million, a 19% increase over revenues of $1,048.0 million for the three months
ended June 30, 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;                                                                                   
|
| |  |  | national boxing events during the second quarter of 2002;                                                                                                              
|
| |  |  | a continuing rebound in local and national advertising sales; and                                                                                                      
|
| |  |  | costs associated with Coxs high-speed Internet service, which had
been netted against revenues in the prior period under a revenue
sharing agreement with Excite@Home.

Programming costs were $270.2 million for the second quarter of 2002, an
increase of 13% 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 June 30, 2002 increased 25% to $532.6 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; and
|
| |  |  | costs associated with Coxs high-speed Internet service, which had
been netted against revenues in the prior period under a revenue
sharing agreement with Excite@Home.                                                 

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Depreciation and amortization decreased to $337.7 million from $355.8
million in the second quarter of 2001 due to a reduction in amortization of
approximately $85.8 million from intangible assets determined to have an
indefinite life, offset by an increase in depreciation from Coxs continuing
investments in its broadband network in order to deliver additional programming
and services. During the second quarter of 2002, Cox sold certain cable
systems and recognized a pre-tax loss of $3.9 million. Interest expense
decreased to $128.4 million primarily due to decreased interest rates on
floating rate debt, interest savings as a result of Coxs interest rate swap
agreements and repayment of all commercial paper borrowings.

For the second quarter of 2002, Cox recorded a $47.9 million pre-tax gain
on derivative instruments due to the following:



| |  |  | $38.0 million pre-tax loss 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;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | $106.7 million pre-tax gain 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 that Cox owns;
and               
|
| |  |  | $20.8 million pre-tax loss resulting from the change in the fair
value of certain derivative instruments associated with Coxs
investments.                                                                                    

Net loss on investments of $813.8 million is primarily due to a $113.5
million pre-tax loss as a result of the change in market value of Coxs
investment in Sprint PCS common stock classified as trading and a $677.4
million decline in the fair value of certain investments, primarily Sprint PCS,
considered to be other than temporary.

Included in net gain on investments for the comparable period in 2001 are
a pre-tax gain associated with the exercise of Coxs Excite@Home right, a
pre-tax gain as a result of the change in market value of Coxs investment in
Sprint PCS common stock classified as trading and a pre-tax gain related to the
sale of 3.0 million shares of Sprint PCS common stock.

Minority interest of $11.6 million primarily represents distributions on
Coxs obligated capital and preferred securities of subsidiary trusts, referred
to as FELINE PRIDESand RHINOS. Net loss for the current quarter was $516.2
million compared to net income of $30.7 million for the second quarter of 2001.

Six Months Ended June 30, 2002 Compared with Six Months Ended June 30, 2001

Total revenues for the six months ended June 30, 2002 were $2,422.7
million, a 19% increase over revenues of $2,039.5 million for the six months
ended June 30, 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;                                                                                   
|
| |  |  | national boxing events in the second quarter of 2002;                                                                                                                  
|
| |  |  | a continuing rebound in local and national advertising sales; and                                                                                                      
|
| |  |  | costs associated with Coxs high-speed Internet service, which had
been netted against revenues in the prior period under a revenue
sharing agreement with Excite@Home.

19



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Programming costs were $534.1 million for the first six months of 2002, an
increase of 13% 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 six
months ended June 30, 2002 increased 28% to $1,054.7 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;
|
| |  |  | a one-time non-recurring charge of $9.8 million related to the
continuation of Excite@Home high-speed Internet service through
February 2002;                                                                       
|
| |  |  | bad debt expense due to the lagging effects of the general economic
slowdown; and                                                                                                                                   
|
| |  |  | costs associated with Coxs high-speed Internet service, which had
been netted against revenues in the prior period under a revenue
sharing agreement with Excite@Home.                                             

Depreciation and amortization decreased to $663.5 million from $708.0
million in the first six months of 2001 due to a reduction in amortization of
approximately $178.2 million from intangible assets determined to have an
indefinite life, offset by an increase in depreciation from Coxs continuing
investments in its broadband network in order to deliver additional programming
and services. During the second quarter of 2002, Cox sold certain cable
systems and recognized a pre-tax loss of $3.9 million. Interest expense
decreased to $256.0 million primarily due to decreased interest rates on
floating rate debt, interest savings as a result of Coxs interest rate swap
agreements and repayment of all commercial paper borrowings.

For the first half of 2002, Cox recorded a $767.6 million pre-tax gain on
derivative instruments due to the following:



| |  |  | $249.2 million pre-tax gain 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | $333.0 million pre-tax gain 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 that Cox owns;
and                
|
| |  |  | $185.4 million pre-tax gain resulting from the change in the fair
value of certain derivative instruments associated with Coxs
investments.                                                                                    

Net loss on investments of $1.2 billion is primarily due to:



| |  |  | $170.4 million pre-tax loss related to the sale of 23.9 million
shares of Sprint PCS common stock;                                             
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | $388.8 million pre-tax loss as a result of the change in market
value of Coxs investment in Sprint PCS common stock classified as
trading; and
|
| |  |  | $677.4 million decline in the fair value of certain investments,
primarily Sprint PCS, considered to be other than temporary.                  

Included in net gain on investments for the comparable period in 2001 are
a pre-tax gain associated with the exercise of Coxs Excite@Home right, 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 gain on
these shares as a result of the change in fair value of Sprint PCS common stock
for the six month period.

20



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##### Table of Contents



Minority interest of $23.6 million primarily represents distributions on
the FELINE PRIDES and RHINOS. Net loss for the first half of 2002 was $380.6
million compared to net income of $717.3 million for the first half 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 six months ended June 30, 2002, Cox made capital expenditures
of $1.0 billion. 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 half of 2002 were $727.4
million. As a result, Cox had no outstanding commercial paper borrowings as of
June 30, 2002. During the six months ended June 30, 2002, Cox repaid $266.6
million of debt, which primarily consisted of the repurchase of convertible
senior notes.

Distributions paid on capital and preferred securities of subsidiary
trusts of $29.9 million consist of quarterly interest payments on the FELINE
PRIDES and RHINOS.

Sources of Cash

During the six months ended June 30, 2002, Cox generated $750.2 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
six months of 2002, see Note 3. Investments in Part I, Item 1. Condensed
Consolidated Financial Statements.

Other

In June 2002, Cox amended and restated its 364-day credit facility. A
copy of this credit facility has been filed as an exhibit to this report, and a
more detailed description appears in Note 5. Debt in Part I,
Item 1 Condensed Consolidated Financial Statements. As of June 30,
2002, Cox had no borrowings outstanding under this credit agreement or its
existing 5-year credit facility, but may draw upon them for future funding
needs.

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At June 30, 2002, Cox had approximately $7.0 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, the FELINE PRIDES and the RHINOS.

The settlement date for the purchase contract underlying
Coxs outstanding FELINE PRIDES
is August 16, 2002. On that date Cox expects to issue approximately 18.7
million shares of Cox Class A common stock to holders of the Income PRIDES and the Growth PRIDES in
settlement of the related purchase contract. In addition, Coxs senior
debentures underlying the FELINE PRIDES are subject to remarketing on August
13, 2002. The reset interest rate, effective August 16, 2002, for any
remarketed or otherwise outstanding debentures will be the two-year benchmark
Treasury Security in effect on August 13, 2002 plus 200 basis points, the
maximum reset spread provided by the original terms of the FELINE PRIDES. If
the remarketing is not successful, Cox intends to retain the debentures
underlying Income PRIDES in full satisfaction of such holders obligation to
purchase Cox Class A common stock on August 16, 2002. If the remarketing is
successful or if debentures otherwise remain outstanding, Cox would expect to
reclassify the debentures from mezzanine equity to debt in the third quarter of
2002. An unsuccessful remarketing of these securities will have no material
impact on Coxs results from operations or liquidity.

The Income PRIDES and the Growth PRIDES currently trade on the New York
Stock Exchange under the ticker symbols COX PrI and Cox PrG, respectively.
In connection with settlement of the purchase contract, trading in Coxs Income
PRIDES and Growth PRIDES will be suspended after the close of business on
August 12, 2002.

Prior to August 2, 2002, capital securities of Cox Trust II were
underlying the FELINE PRIDES. Cox dissolved Cox Trust II as of August 2, 2002,
and as a result, the sole assets of the trust, the senior debentures issued by
Cox, were exchanged for and replaced the capital securities. The payment terms
of the Cox debentures are substantially identical to those of the capital
securities they replaced, and consequently, the rights of holders were not
materially modified.

For a more detailed description of the FELINE PRIDES, including the
settlement and remarketing process, refer to Coxs prospectus supplement for
the FELINE PRIDES dated August 9, 1999.

In October 1999, Cox
RHINOS Trust issued 500,000 RHINOS in a private transaction to a
special purpose entity for aggregate proceeds of $500 million. Cox
RHINOS Trust is a subsidiary of Cox, and the sole assets of Cox
RHINOS Trust are senior notes due 2029 issued by Cox. The terms of
the RHINOS also provide that if the RHINOS are not redeemed with the
proceeds from one or more public offerings of Coxs Class A
common stock on or after October 6, 2002 or if the closing price
of Coxs Class A common stock falls below $28 per share,
the holder may require that the RHINOS be remarketed. In June 2002,
the price for Coxs Class A common stock closed below $28
per share, but the holder of the RHINOS has not elected to require
Cox to remarket the RHINOS. Cox has been in discussions with the
holder of the RHINOS, and these discussions may result in Cox
repurchasing its senior notes due 2029, which would, in turn, result
in the trust repurchasing the RHINOS, in October 2002. Cox may use
available borrowing under its credit facilities to fund any such
transaction.

Transactions With Affiliates

For the last several years, Cox has had a number of local partnerships
with Cox Interactive Media (CIM), an indirect wholly-owned subsidiary of CEI,
for the development and maintenance of Internet sites based on local
advertising and content. While Cox believes local content is important, this
Internet city site business has not developed as planned. Cox has entered into
an agreement pursuant to which CIM will continue to develop and operate these
local content city sites for Cox through the remainder of 2002. The previously
formed partnerships will be dissolved. This transition time provides Cox the
opportunity to assess and then implement a more cost effective strategy for
Coxs home page. The expense to Cox for the local content services is not
significant.

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.

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Also 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 adopted the guidance prescribed in
Emerging Issues Task Force Issue No. 01-14, Income Statement Characterization
of Reimbursements Received for Out-of-Pocket Expenses Incurred, 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 $47.9 million and $96.7 million were reclassified from operating
expenses to revenues for the three and six months ended June 30, 2002,
respectively, and approximately $46.2 million and $89.7 million were
reclassified from operating expenses to revenues for the three and six months
ended June 30, 2001, respectively.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections, which provides for the rescission
of several previously issued accounting standards, new accounting guidance for
the accounting of certain lease modifications and various technical corrections
that are not substantive in nature to existing pronouncements. Cox will adopt
SFAS No. 145 on January 1, 2003, except for the provisions relating to the
amendment of SFAS No. 13, which was adopted for transactions occurring
subsequent to May 15, 2002. Cox is currently assessing the
impact of SFAS No. 145 on its financial position and results of
operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. Cox is currently assessing the
impact of SFAS No. 146 on its financial position and results of
operations.

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

23



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various
risks, uncertainties or other factors. These factors include competition
within the broadband communications industry, Coxs ability to achieve
anticipated subscriber and revenue growth, Coxs success in implementing new
services and other operating initiatives, and Coxs ability to generate
sufficient cash flow to meet 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 June
30, 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
Coxs investments is discussed in Note 3. Investments in Part I, Item 1.
Condensed Consolidated Financial Statements.

The fair value of interest rate swaps used for hedging purposes was
approximately $69.4 million and $53.4 million at June 30, 2002 and December 31,
2001, respectively, and represents the estimated amount that Cox would receive
upon termination of the swap agreements.

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 June 30, 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 June 30, 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 June 30,
2002 and December 31, 2001 is as follows:

|                                     |  |               |         |                   |  |                    |         |          |  |                       |                    |              |  |   |         |  |  |   |         |            |  |   |         | 
|------------------------------------ |  | ------------- | ------- | ----------------- |  | ------------------ | ------- | -------- |  | --------------------- | ------------------ | ------------ |  | - | ------- |  |  | - | ------- | ---------- |  | - | ------- | 
|                                     |  | June 30, 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      |  | $             | 5,097.6 |                   |  | $                  | 4,863.3 |          |  | $                     | 5,116.1            |              |  | $ | 5,280.7 |  |  | $ | 5,258.0 |            |  | $ | 5,522.9 | 
|FELINE
PRIDES                        |  |               | 654.8   |                   |  |                    | 530.0   |          |  |                       | 531.1              |              |  |   | 652.3   |  |  |   | 717.0   |            |  | $ | 719.0   | 
|Exchangeable subordinated
debentures |  |               | 1,604.7 |                   |  |                    | 1,272.9 |          |  |                       | 1,334.3            |              |  |   | 1,829.5 |  |  |   | 1,762.6 |            |  | $ | 1,888.2 | 

24



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##### Table of Contents






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. Condensed
Consolidated Financial Statements.




Item 4. Submission of Matters to a Vote of Security Holders

Cox held its Annual Meeting of Stockholders on May 22, 2002. Three
matters were voted upon at the meeting: (a) the election of a Board of
Directors of seven members to serve until the 2003 Annual Meeting or until
their successors are duly elected and qualified; (b) approval of Coxs 2002
Employee Stock Purchase Plan; and (c) ratification of the appointment of
Deloitte & Touche LLP, independent certified public accountants, as Coxs
independent auditors for the fiscal year ending December 31, 2002.

The following directors were elected and received the votes indicated:

|                  |  |                |             |                |  |  |            | 
|----------------- |  | -------------- | ----------- | -------------- |  |  | ---------- | 
|Nominee           |  | Votes in Favor |             | Votes Withheld
|                  |  |                |             |               
|James C. Kennedy  |  |                | 796,398,630 |                |  |  | 31,754,073 | 
|                  |  |                |             |                |  |  |            | 
|Janet M. Clarke   |  |                | 814,489,663 |                |  |  | 13,663,040 | 
|                  |  |                |             |                |  |  |            | 
|David E. Easterly |  |                | 825,428,140 |                |  |  | 2,724,563  | 
|                  |  |                |             |                |  |  |            | 
|Robert C. OLeary |  |                | 796,347,288 |                |  |  | 31,805,415 | 
|                  |  |                |             |                |  |  |            | 
|James O. Robbins  |  |                | 796,311,522 |                |  |  | 31,841,181 | 
|                  |  |                |             |                |  |  |            | 
|Rodney W. Schrock |  |                | 823,730,083 |                |  |  | 4,422,620  | 
|                  |  |                |             |                |  |  |            | 
|Andrew J. Young   |  |                | 790,198,576 |                |  |  | 37,954,127 | 

The 2002 Employee Stock Purchase Plan was approved with 825,768,987 votes
in favor, 2,097,172 votes in opposition, and 286,544 abstentions.

Ratification of Deloitte & Touche LLP as independent auditors for the
fiscal year ending December 31, 2002, was approved with 822,701,175 votes in
favor, 5,327,208 votes in opposition, and 124,320 abstentions.

25



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##### Table of Contents






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.)                                                                            
|          |  |                                                                                                                                                                                                                                                                          
|10.1     |  | Amended and Restated 364-Day Credit Agreement, dated as of June 28, 2002,
among Cox Communications, Inc., the banks party thereto, JPMorgan Chase Bank,
as administrative agent, and Bank of America, N.A. and Wachovia Bank, National
Association as syndication agents.
|          |  |                                                                                                                                                                                                                                                                          
|21       |  | Subsidiaries of Cox Communications, Inc.                                                                                                                                                                                                                                 
|          |  |                                                                                                                                                                                                                                                                          
|99.1     |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                       
|          |  |                                                                                                                                                                                                                                                                          
|99.2     |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                       



| |                                                                      
| | ---------------------------------------------------------------------
| | (b) Reports on Form 8-K filed during the quarter ended June 30, 2002:
|
| | None.                                                                

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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: |  | August 8, 2002 |  | /s/ Jimmy W. HayesJimmy W. Hayes
Executive Vice President,
Finance and Administration
Chief Financial Officer
(principal financial officer)

27