<PAGE>   1
                                 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, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 1-6590
                           [COX COMMUNICATIONS LOGO]
                            COX COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                                      <C>
                      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)
</TABLE>

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

                                ---------------

         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 [ ]

                                ---------------

     There were 572,826,569 shares of Class A Common Stock and 27,597,792
shares of Class C Common Stock outstanding as of July 31, 2001.


<PAGE>   2


                            COX COMMUNICATIONS, INC.
                                   FORM 10-Q
                      FOR THE QUARTER ENDED JUNE 30, 2001

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                      PAGE
                                                                                                                      ----
                                           PART I - FINANCIAL INFORMATION

<S>               <C>                                                                                                 <C>
ITEM 1.           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.......................................    22


                                             PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS................................................................................    23

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................................    23

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.................................................................    23

SIGNATURES..........................................................................................................   25
</TABLE>


<PAGE>   3

                         PART I - FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS

                            COX COMMUNICATIONS, INC.
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                               JUNE 30                DECEMBER 31
                                                                                                2001                     2000
                                                                                            ------------             ------------
                                                                                                         (UNAUDITED)
                                                                                                   (THOUSANDS OF DOLLARS)

<S>                                                                                         <C>                      <C>
ASSETS
Cash ...........................................................................            $     75,229             $     78,442
Accounts and notes receivable, less allowance for doubtful
  accounts of $28,167 and $25,636 ..............................................                 359,218                  358,348
Net plant and equipment ........................................................               6,489,863                5,916,425
Investments ....................................................................               3,910,896                3,896,412
Intangible assets ..............................................................              13,780,709               13,951,246
Amounts due from Cox Enterprises, Inc  (CEI) ...................................                  69,377                    5,808
Other assets ...................................................................                 296,912                  514,143
                                                                                            ------------             ------------
     Total assets ..............................................................            $ 24,982,204             $ 24,720,824
                                                                                            ============             ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses ..........................................            $    630,330             $    714,191
Deferred income taxes ..........................................................               4,484,653                4,592,655
Other liabilities ..............................................................                 876,710                  372,085
Debt ...........................................................................               7,958,393                8,543,762
                                                                                            ------------             ------------
     Total liabilities .........................................................              13,950,086               14,222,693
                                                                                            ------------             ------------

Commitments and contingencies (Note 9)

Minority interest in equity of consolidated subsidiaries .......................                 130,572                  126,447
Cox-obligated capital and preferred securities of subsidiary trusts ............               1,155,657                1,155,411

Shareholders' equity
  Series A convertible preferred stock - liquidation preference of $22.1375 per
     share, $1 par value; 10,000,000 shares authorized; shares
     issued and outstanding: 4,836,372 .........................................                   4,836                    4,836
  Class A common stock, $1 par value; 671,000,000 shares
     authorized; shares issued: 578,321,405 and 577,725,528; shares
     outstanding: 572,823,005 and 572,227,128 ..................................                 578,321                  577,726
  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 ...................................................               3,886,328                3,872,726
  Retained earnings ............................................................               4,874,735                4,157,460
  Accumulated other comprehensive income .......................................                 585,960                  787,816
  Class A common stock in treasury, at cost: 5,498,400 shares ..................                (211,889)                (211,889)
                                                                                            ------------             ------------
     Total shareholders' equity ................................................               9,745,889                9,216,273
                                                                                            ------------             ------------

     Total liabilities and shareholders' equity ................................            $ 24,982,204             $ 24,720,824
                                                                                            ============             ============
</TABLE>

                See notes to consolidated financial statements.


                                       2
<PAGE>   4


                            COX COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                       THREE MONTHS                          SIX MONTHS
                                                                       ENDED JUNE 30                        ENDED JUNE 30
                                                              -------------------------------       -------------------------------
                                                                  2001               2000               2001               2000
                                                              ------------       ------------       ------------       ------------
                                                                                           (UNAUDITED)
                                                                          (THOUSANDS OF DOLLARS, EXCLUDING SHARE DATA)

<S>                                                           <C>                <C>                <C>                <C>
REVENUES ...............................................      $  1,001,800       $    878,972       $  1,949,742       $  1,658,823
COSTS AND EXPENSES
   Programming costs ...................................           241,646            217,624            479,417            413,216
   Selling, general and administrative .................           378,040            324,325            730,079            608,835
   Depreciation ........................................           270,030            211,415            529,641            390,230
   Amortization ........................................            85,732             92,465            178,346            171,418
                                                              ------------       ------------       ------------       ------------
OPERATING INCOME .......................................            26,352             33,143             32,259             75,124
Interest expense .......................................          (143,158)          (131,453)          (297,011)          (264,705)
Income (expense) related to indexed debentures .........                --            119,611                 --           (249,887)
Loss on derivative instruments, net ....................          (250,566)                --           (257,578)                --
Equity in net income (losses) of affiliated companies ..            (5,898)               605            (11,717)            (5,888)
Gain on investments, net ...............................           450,834            173,725            609,729          1,943,564
Dividend income ........................................               415                415                830             11,903
Other, net .............................................            (1,945)              (643)            (2,758)              (450)
                                                              ------------       ------------       ------------       ------------
INCOME BEFORE INCOME TAXES, MINORITY
     INTEREST AND CUMULATIVE EFFECT OF CHANGE
     IN ACCOUNTING PRINCIPLE ...........................            76,034            195,403             73,754          1,509,661
Income tax expense .....................................            30,669             87,703             42,476            313,107
                                                              ------------       ------------       ------------       ------------

INCOME BEFORE MINORITY INTEREST AND
     CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
     PRINCIPLE .........................................            45,365            107,700             31,278          1,196,554
Minority interest, net of tax ..........................           (14,694)           (16,471)           (31,093)           (37,809)
                                                              ------------       ------------       ------------       ------------
INCOME BEFORE CUMULATIVE EFFECT OF
   CHANGE IN ACCOUNTING PRINCIPLE ......................            30,671             91,229                185          1,158,745
Cumulative effect of change in accounting
  principle, net of tax ................................                --                 --            717,090                 --
                                                              ------------       ------------       ------------       ------------
NET INCOME .............................................      $     30,671       $     91,229       $    717,275       $  1,158,745
                                                              ============       ============       ============       ============


SHARE DATA
Basic net income per share
   Income before cumulative effect of change
      in accounting principle ..........................      $       0.05       $       0.15       $         --       $       1.92
   Cumulative effect of change in accounting principle .                --                 --               1.20                 --
                                                              ------------       ------------       ------------       ------------
Basic net income per share .............................      $       0.05       $       0.15       $       1.20       $       1.92
                                                              ============       ============       ============       ============

Basic weighted-average shares outstanding ..............       600,348,190        603,318,667        600,220,681        603,767,496

Diluted net income per share
   Income before cumulative effect of change
      in accounting principle ..........................      $       0.05       $       0.15       $         --       $       1.89
   Cumulative effect of change in accounting principle .                --                 --               1.18                 --
                                                              ------------       ------------       ------------       ------------
Diluted net income per share ...........................      $       0.05       $       0.15       $       1.18       $       1.89
                                                              ============       ============       ============       ============

Diluted weighted-average shares outstanding ............       608,885,275        611,453,833        609,128,184        612,934,723
</TABLE>


                See notes to consolidated financial statements.


                                       3
<PAGE>   5

                            COX COMMUNICATIONS, INC.
                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                   CLASS A
                                                                                    ACCUMULATED     COMMON
                              SERIES A    COMMON STOCK      ADDITIONAL                OTHER        STOCK IN
                             PREFERRED ------------------    PAID-IN     RETAINED  COMPREHENSIVE   TREASURY,          COMPREHENSIVE
                              STOCK    CLASS A    CLASS C    CAPITAL     EARNINGS   INCOME (LOSS)   AT COST     TOTAL      INCOME
                              ------   --------   -------   ----------   ---------- -------------  --------   ----------  ---------
                                                                       (UNAUDITED)
                                                                  (THOUSANDS OF DOLLARS)

<S>                           <C>      <C>       <C>      <C>          <C>           <C>        <C>           <C>
DECEMBER 31, 2000 .........   $4,836   $577,726  $27,598  $3,872,726   $4,157,460    $ 787,816  $(211,889)    $9,216,273
Net income ................                                               717,275                                717,275  $ 717,275
                                                                                                                          ---------
Issuance of stock related
  to stock compensation
  plans (including tax
  benefit on stock options
  exercised)...............                 595                 13,602                                            14,197
Change in net accumulated
  unrealized gain on
  securities...............                                                                                                  (7,896)
Cumulative effect of change
  in accounting principle..                                                                                                (193,960)
                                                                                                                          ---------
Other comprehensive loss...                                                           (201,856)                 (201,856)  (201,856)
                                                                                                                          ---------
Comprehensive income.......                                                                                               $ 515,419
                              ------   --------  -------  ----------   ----------    --------   ---------     ----------  =========
JUNE 30, 2001..............   $4,836   $578,321  $27,598  $3,886,328   $4,874,735    $585,960   $(211,889)    $9,745,889
                              ======   ========  =======  ==========   ==========    ========   ==========    ==========
</TABLE>


                See notes to consolidated financial statements.


                                       4
<PAGE>   6

                            COX COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                           SIX MONTHS
                                                                                          ENDED JUNE 30
                                                                                ---------------------------------
                                                                                   2001                  2000
                                                                                -----------           -----------
                                                                                         (UNAUDITED)
                                                                                    (THOUSANDS OF DOLLARS)

<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...........................................................          $   717,275           $ 1,158,745
Adjustments to reconcile net income to net cash provided by
  (used in) operating activities, net of effects of acquisitions:
  Depreciation and amortization ......................................              707,987               561,648
  Expense related to indexed debentures ..............................                   --               249,887
  Loss on derivative instruments, net ................................              257,578                    --
  Equity in net losses of affiliated companies .......................               11,717                 5,888
  Gain on investments, net ...........................................             (609,729)           (1,943,564)
  Deferred income taxes ..............................................             (430,778)             (114,279)
  Minority interest, net of dividends paid ...........................               31,093                34,509
  Cumulative effect of change in accounting principle, net of tax ....             (717,090)                   --
(Increase) decrease in accounts and notes receivable .................               25,606               (46,447)
Increase in prepaid expenses .........................................              (15,008)              (50,162)
Increase (decrease) in accounts payable and accrued expenses .........              (43,622)              112,411
Increase (decrease) in taxes payable .................................              763,496               (38,289)
Other, net ...........................................................               14,214               (15,471)
                                                                                -----------           -----------
       Net cash provided by (used in) operating activities ...........              712,739               (85,124)
                                                                                -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures .................................................           (1,060,058)             (914,384)
Investments in affiliated companies ..................................              (16,896)              (28,378)
Proceeds from the sale and exchange of investments ...................              604,580             2,343,345
Payments for purchases of cable systems ..............................                   --            (2,730,148)
Decrease (increase) in amounts due from CEI, net .....................              (63,569)              114,821
Other, net ...........................................................               (5,245)               (3,834)
                                                                                -----------           -----------
       Net cash used in investing activities .........................             (541,188)           (1,218,578)
                                                                                -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Commercial paper borrowings (repayments), net ........................           (1,529,807)            1,355,180
Proceeds from issuance of debt, net of issuance costs ................            1,428,852             1,546,165
Repayment of debt ....................................................              (28,268)           (1,484,620)
Proceeds from exercise of stock options ..............................                8,376                16,130
Increase in amounts due to CEI, net ..................................                   --                 5,501
Increase (decrease) in book overdrafts ...............................              (13,487)               60,985
Repurchase of Class A common stock ...................................                   --              (110,128)
Distributions paid on capital and preferred securities of
     subsidiary trusts ...............................................              (40,430)              (41,165)
Other, net ...........................................................                   --                 3,805
                                                                                -----------           -----------
       Net cash provided by (used in) financing activities ...........             (174,764)            1,351,853
                                                                                -----------           -----------

Net increase (decrease) in cash ......................................               (3,213)               48,151
Cash at beginning of period ..........................................               78,442                33,313
                                                                                -----------           -----------
Cash at end of period ................................................          $    75,229           $    81,464
                                                                                ===========           ===========
</TABLE>


                         See notes to consolidated financial statements.


                                       5
<PAGE>   7


                            COX COMMUNICATIONS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 JUNE 30, 2001

1.   BASIS OF PRESENTATION AND OTHER INFORMATION

     The accompanying unaudited consolidated financial statements of Cox
Communications, Inc. (Cox), a 67.8% majority-owned subsidiary of Cox
Enterprises, Inc. (CEI), have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP) for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnote disclosures required by GAAP for complete financial
statements. In the opinion of management, the consolidated financial statements
reflect all adjustments considered necessary for a fair statement of the
consolidated results of operations and financial position for the interim
periods presented. All such adjustments are of a normal recurring nature. These
unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto contained in Cox's Annual Report on Form 10-K for the year ended
December 31, 2000.

     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 six months ended June 30,
2001 are not necessarily indicative of the results to be expected for the year
ending December 31, 2001 or any other interim period.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Recently Issued Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, which requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. Cox does not believe the adoption of SFAS No. 141
will have a significant impact on its consolidated financial statements.

     Also in July 2001, the FASB issued 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
to earnings, but instead be tested for impairment at least annually. SFAS No.
142 will become effective for fiscal years beginning after December 15, 2001.
Cox is required to adopt SFAS No. 142 on January 1, 2002 and has not determined
the impact that this statement will have on its consolidated financial
statements.

     Reclassifications

     Certain amounts in the June 30, 2000 consolidated financial statements
have been reclassified for comparative purposes.


                                       6
<PAGE>   8


3.   INVESTMENTS


<TABLE>
<CAPTION>
                                                      JUNE 30    DECEMBER 31
                                                       2001         2000
                                                    ----------   ----------
                                                     (THOUSANDS OF DOLLARS)

<S>                                                 <C>          <C>
Equity method investments .......................   $   72,830   $   86,394
Investments stated at fair value:
     Available-for-sale .........................    3,226,834    3,784,799
     Trading securities .........................      470,925           --
     Derivative instruments .....................      104,017           --
Investments stated at cost ......................       36,290       25,219
                                                    ----------   ----------
Total Investments ...............................   $3,910,896   $3,896,412
                                                    ==========   ==========
</TABLE>

INVESTMENTS STATED AT FAIR VALUE

     The aggregate cost of Cox's investments stated at fair value at June 30,
2001 and December 31, 2000 was $2,470.2 million and $2,499.0 million,
respectively. Gross unrealized gains and losses on investments were $1,292.4
million and $23.1 million, respectively, at June 30, 2001 and $1,322.2 million
and $36.4 million, respectively, at December 31, 2000. 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 5. "Derivative Instruments and Hedging Activities."

     Sprint PCS. At June 30, 2001, Cox's investment in Sprint PCS was comprised
of 101.7 million shares of Sprint PCS common stock - Series 2, as adjusted for
Sprint PCS's two-for-one stock split in February 2000, and warrants and
convertible preferred stock which are exercisable for or convertible into
approximately 10.3 million shares of Sprint PCS common stock - Series 2. The
estimated fair value of Cox's investment in Sprint PCS was $2,668.5 million and
$2,330.3 million at June 30, 2001 and December 31, 2000, respectively.

     In January 2001, Cox entered into a series of prepaid forward contracts to
sell up to 19.5 million shares of its Sprint PCS common stock, as further
described in Note 4. "Debt." In contemplation of this transaction, Cox
recognized a $239.3 million pre-tax gain associated with a one-time
reclassification of the 19.5 million shares of Cox's investment in Sprint PCS
common stock from available-for-sale securities to trading securities upon
adoption of Statement of Financial Accounting Standards (SFAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities, as further
described in Note 5. "Derivative Instruments and Hedging Activities." Cox
recognized an aggregate pre-tax gain of $100.4 million and $72.3 million on
these trading securities as a result of the change in their fair value during
the three and six months ended June 30, 2001, respectively.

     In March and April 2001, Cox entered into a series of costless equity
collar arrangements to manage its exposure to market price fluctuations in
approximately 15.8 million shares of its Sprint PCS common stock with an
aggregate fair value of $350.1 million. For a further discussion regarding
Cox's accounting for the costless equity collars see Note 5. "Derivative
Instruments and Hedging Activities." Also in April 2001, Cox sold 3.0 million
shares of its Sprint PCS common stock for net proceeds of approximately $75.2
million and recognized a pre-tax gain of $50.7 million.

         Excite@Home. At June 30, 2001, Cox's investment in Excite@Home was
comprised of 29.1 million shares of common stock and vested warrants to purchase
an additional 1.2 million shares of common stock. At December 31, 2000, Cox's
investment in Excite@Home was also comprised of a right to sell the 29.1 million
shares to AT&T Corp. (AT&T), as described below. The estimated fair value of
Cox's investment in Excite@Home, including the value ascribed to the right to
sell agreement, was approximately $64.4 million and $1.4 billion at June 30,
2001 and December 31, 2000, respectively.


                                       7
<PAGE>   9


     In August 2000, Cox consummated an agreement with Excite@Home pursuant to
which the ownership, voting control and management of Excite@Home were
restructured. As a result, Cox's veto rights and representation on the
Excite@Home board were terminated. In addition, Cox agreed to extend its
distribution of certain Excite@Home services through June 2006. Cox will receive
warrants to purchase two shares of Excite@Home Series A common stock for each
home its cable systems pass. Cox also received the right, under certain
circumstances, to sell its shares in Excite@Home to AT&T, with a maximum amount
payable to Cox of approximately $1.4 billion in cash or shares of AT&T common
stock, as elected by Cox. In January 2001, Cox exercised its right to sell its
shares in Excite@Home to AT&T in exchange for shares of AT&T common stock.
However, Cox and AT&T agreed to restructure the transaction to provide a more
favorable tax structure for AT&T, and in May 2001, AT&T issued 75.0 million
shares of AT&T common stock to Cox, Cox retained its Excite@Home common
stock and Cox's right to sell its Excite@Home shares to AT&T was terminated.
AT&T also granted Cox certain registration rights with respect to the AT&T
shares it received in the transaction. Cox recognized a $307.4 million pre-tax
gain in the second quarter of 2001 associated with the exercise of the right to
sell agreement. For a further discussion regarding Cox's accounting for the
right to sell agreement see Note 5. "Derivative Instruments and Hedging
Activities."

     Also in May 2001, Cox completed the private placement of 25.0 million
shares of the AT&T common stock for net proceeds of $525.5 million, which
approximated the fair value of these shares. In addition, Cox tendered 15.0
million shares of AT&T common stock for approximately 17.6 million shares of
AT&T Wireless common stock in a registered exchange offer and recognized a
nominal pre-tax loss. In June 2001, Cox sold 2.9 million shares of AT&T
Wireless common stock in open-market transactions for aggregate net proceeds of
$47.8 million, which approximated the fair value of these shares. In July 2001,
Cox sold an additional 2.1 million shares of AT&T Wireless common stock for
aggregate net proceeds of $35.3 million, which approximated the fair value of
these shares.

     Cox has accounted for its interests in AT&T and AT&T Wireless common stock
at fair value as available-for-sale securities. The estimated fair value of
Cox's interests in AT&T and AT&T Wireless were approximately $770.0 million and
$240.7 million, respectively, at June 30, 2001.

     In June 2001, Cox entered into a costless equity collar arrangement to
manage its exposure to market price fluctuations in 10.0 million shares of its
AT&T Wireless common stock. In June and July 2001, Cox entered into two
costless equity collar arrangements to manage its exposure to market price
fluctuations in 22.5 million shares of its AT&T common stock. For a further
discussion regarding Cox's accounting for the equity collars see Note 5.
"Derivative Instruments and Hedging Activities."

OTHER

     In March 2001, Cox exercised its right to put its equity interests in
Outdoor Life Network L.L.C., Speedvision Network, L.L.C. and Cable Network
Services, L.L.C. to Fox Sports, L.L.C. and Fox Sports CNS, L.L.C. pursuant to an
agreement entered into in 1998. In July 2001, Cox completed the sale of its
interests in Outdoor Life, Speedvision and Cable Network Services to Fox Sports
for an aggregate cash purchase price of $439.7 million and expects to recognize
a gain in the third quarter of 2001.

     During the three and six months ended June 30, 2001, Cox recorded
aggregate pre-tax losses of $13.8 and $49.3 million, respectively, on certain
of its investments as a result of a decline in fair value that was considered
other than temporary. These losses are included in net gain on investments in
the 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
are not, individually or in the aggregate, significant in relation to the
Consolidated Balance Sheets at June 30, 2001 and December 31, 2000.


                                       8
<PAGE>   10


4.   DEBT


<TABLE>
<CAPTION>
                                                                    JUNE 30      DECEMBER 31
                                                                      2001          2000
                                                                    ----------   ----------
                                                                     (THOUSANDS OF DOLLARS)

<S>                                                                        <C>   <C>
Revolving credit facilities .....................................   $       --   $       --
Commercial paper ................................................           --    1,524,772
Medium-term notes ...............................................      424,129      424,065
Notes and debentures ............................................    5,576,542    4,110,409
Exchangeable subordinated debentures ............................    1,810,812    2,351,830
Capitalized lease obligations ...................................      128,704      105,516
Other ...........................................................       18,206       27,170
                                                                    ----------   ----------

Total debt ......................................................   $7,958,393   $8,543,762
                                                                    ==========   ==========
</TABLE>

Revolving Credit Facilities

    In June 2001, Cox amended and restated its 364-day facility and amended its
five-year facility. The 364-day facility was amended and restated to, among
other things, extend the facility for another 364 days, which new term expires
on June 28, 2002. As of June 30, 2001, Cox had no borrowings outstanding under
either credit agreement.

Notes and Debentures

     In January 2001, Cox entered into a series of prepaid forward contracts to
sell up to 19.5 million shares of its Sprint PCS common stock - Series 2 with
an aggregate fair value as of the respective trade dates of $502.0 million for
proceeds of $389.4 million, which was net of an original issue discount of
$112.6 million. These contracts mature at various dates between 2004 and 2006
and, at Cox's election, can be settled in cash or shares of Sprint PCS common
stock. Cox has accounted for these contracts as zero-coupon debt instruments
and is accreting the $112.6 million original issue discount through the
respective contract maturity dates using the effective interest method.
Embedded in each of the contracts is an equity collar agreement, which will
allow Cox to manage its exposure to fluctuations in the fair value of the
Sprint PCS common stock through the contract maturity dates. The equity collar
agreements embedded in the contracts are being accounted for as derivative
instruments in accordance with the requirements of SFAS No. 133 and the change
in fair value of these derivatives between measurement dates is recognized
through earnings. See Note 5. "Derivative Instruments and Hedging Activities."

     In February 2001, Cox privately placed $685.0 million aggregate principal
amount at maturity of its convertible senior notes due 2021 for proceeds of
$466.6 million, net of an original issue discount of $208.9 million and
commissions. In March 2001, Cox privately placed an additional $85.8 million
aggregate principal amount at maturity of the convertible notes upon the partial
exercise of the initial purchasers' over-allotment option. Cox received
additional proceeds of $58.5 million, net of commissions, original issue
discount and cash interest accrued since February 2001. The convertible notes
are convertible at the option of the holders at any time prior to maturity, and
upon conversion, Cox may deliver, at its option, 11.8135 shares of Cox Class A
common stock per $1,000 principal amount at maturity or the cash equivalent
thereof. The convertible notes pay interest in cash on a semi-annual basis in
arrears at a rate of 0.348% per annum on the principal amount at maturity.
Accretion of the original issue discount plus the semi-annual cash interest
payments represents a yield to maturity of 2.25%. In April 2001, Cox filed a
registration statement on Form S-3 to register the resale of its convertible
senior notes due 2021 and the shares of Class A common stock issuable upon
conversion thereof. Also in April 2001, Cox filed a separate registration
statement on Form S-3 to register shares of its Class A common stock deliverable
by Cox Enterprises upon exchange of 2% exchangeable senior notes due 2021 issued
by Cox Enterprises. Both registration statements were declared effective by the
Securities and Exchange Commission in July 2001.


     In March 2001, Cox issued a series of 6.75% senior notes due March 15,
2011 with an aggregate principal amount of $500.0 million, less offering costs
and underwriting commissions of $3.3 million. The


                                       9
<PAGE>   11


6.75% senior notes are unsecured and rank equally with Cox's other senior
unsecured indebtedness. In addition, the 6.75% senior notes may be redeemed by
Cox in whole or in part at any time prior to maturity at 100% of the principal
amount plus accrued and unpaid interest and a make-whole premium, if any, and
interest is payable on a semi-annual basis beginning September 15, 2001.

     In July 2001, Cox and Cox Trust I, a wholly-owned Cox financing trust,
filed a Form S-3 Registration Statement with the Securities and Exchange
Commission under which Cox may issue various debt and equity instruments for a
maximum aggregate amount up to $2.0 billion. This registration statement
includes $1.5 billion of previously registered but unsold securities.

Exchangeable Subordinated Debentures

     Exchangeable subordinated debentures at June 30, 2001 are comprised of $1.3
billion aggregate original principal amount of exchangeable subordinated
debentures, referred to as PRIZES, which were issued in November 1999 and are
due November 2029; $275.0 million aggregate original principal amount of
exchangeable subordinated debentures, referred to as Premium PHONES, which were
issued in March 2000 and are due March 2030; and $1.8 billion aggregate
principal amount at maturity of exchangeable subordinated discount debentures,
referred to as Discount Debentures, which were issued in April 2000 and are due
April 2020. The Discount Debentures were issued at an aggregate original issue
discount of $1.1 billion. The exchangeable subordinated debentures are
exchangeable by the holders for shares of Sprint PCS common stock or cash based
on the value of such shares. For a further discussion regarding Cox's accounting
for its exchangeable subordinated debentures, see Note 5. "Derivative
Instruments and Hedging Activities."

Interest Rate Swaps

     In May 2001, Cox entered into two interest rate swap agreements expiring
on August 15, 2006 with an aggregate notional principal amount of $400.0
million to convert the 7.75% fixed rate on certain senior debt securities due
August 15, 2006 with an aggregate principal amount of $400.0 million to a
variable rate. The variable rates with respect to these interest rate swaps are
adjusted quarterly based on London Interbank Offered Rates (LIBOR). The
notional amounts with respect to both 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 5. "Derivative Instruments and
Hedging Activities."

5.   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 trade or use
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.


                                      10
<PAGE>   12

         On January 1, 2001, Cox adopted SFAS No. 133, as amended, which
requires all 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 documented pursuant to the provisions of SFAS No. 133. Upon
adoption of SFAS No. 133, Cox recognized a one-time after-tax transition
adjustment that increased earnings by approximately $717.1 million and reduced
accumulated other comprehensive income by approximately $194.0 million. These
amounts have been presented as a cumulative effect of change in accounting
principle, net of tax, in the accompanying Consolidated Statement of Operations
and Consolidated Statement of Shareholders' Equity, respectively, for the six
months ended June 30, 2001.

         Under the provisions of SFAS No. 133, the accounting for changes in the
fair value of derivative instruments at each new measurement date is dependent
upon the intended use of such derivative instruments. Changes in the fair value
of derivative instruments not designated as hedges are immediately recognized in
earnings. The effective and ineffective portion of changes in the fair value of
derivative instruments designated as hedges of assets, liabilities or firm
commitments, referred to as fair value hedges, are typically recognized in
earnings as an offset to changes in the fair value of the related hedged assets,
liabilities or firm commitments. The effective portion of changes in the fair
value of derivative instruments designated as hedges of forecasted transactions,
referred to as cash flow hedges, are deferred and recorded as a component of
accumulated other comprehensive income until the hedged forecasted transactions
occur and are recognized in earnings. The ineffective portion of changes in the
fair value of derivative instruments designated as cash flow hedges are
immediately recognized in earnings. Cox determines the fair value of its
derivative instruments through option-pricing models using current market prices
and volatility assumptions.

         The following is a summary of Cox's derivative instruments as of June
30, 2001 and the accounting policies it employs for each.

Interest Rate Swap Agreements

         Cox utilizes four interest rate swap agreements to manage its exposure
to fluctuations 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. Under the provisions of SFAS No. 133, Cox
has designated and accounted for the interest rate swap agreements as
fair value hedges whereby the fair value of the related interest rate swap
agreements are classified as a component of other assets with the corresponding
fixed-rate debt obligations being classified as a component of debt in the
Consolidated Balance Sheet. Cox has assumed no ineffectiveness with regard to
these interest rate swap agreements as they qualify for the short-cut method of
accounting for fair value hedges of debt obligations, as prescribed by SFAS No.
133. The aggregate fair value of Cox's interest rate swap agreements
approximated a derivative asset of $41.2 million at June 30, 2001.

Right to Sell Agreement

         Cox received the right to sell its shares of Excite@Home common stock
to AT&T in conjunction with the restructuring of Excite@Home in August 2000, as
further described in Note 3. "Investments." Cox exercised this right in January
2001 for shares of AT&T common stock and consummated this transaction, as
restructured, in May 2001. Prior to the adoption of SFAS No. 133, Cox accounted
for the right to sell agreement at fair value as an investment, classified as
available-for-sale, and recognized changes in the fair value as a component of
accumulated other comprehensive income. Upon adoption of SFAS No. 133, the right
to sell agreement met the definition of a freestanding derivative instrument
and, as a result, on January 1, 2001, Cox reclassified the unrealized gain on
its right to sell agreement of approximately $151.3 million, net of tax, from
accumulated other comprehensive income into earnings, classified as a component
of the cumulative effect of change in accounting principle in the Consolidated
Statement of Operations. Prior to the consummation of the transaction with AT&T,
Cox accounted for the right to sell agreement as a derivative instrument whereby
it was measured at fair value and classified as a component of investments in
the Consolidated Balance Sheet. In addition, Cox did not designate the right to
sell agreement as a hedge of


                                       11
<PAGE>   13
its investment in shares of Excite@Home common stock. Therefore, changes in the
fair value of this derivative were recognized in earnings and classified as a
component of gain or loss on derivative instruments in the Consolidated
Statement of Operations. During the three and six months ended June 30, 2001,
Cox recognized a net gain on derivative instruments as a result of changes in
the fair value of the right to sell agreement of approximately $15.7 million and
$46.3 million, respectively.

Equity Collar Arrangements

         In March and April 2001, Cox entered into a series of costless equity
collar arrangements, expiring on various dates in October 2004, 2005 and 2006,
to manage its exposure to market price fluctuations in approximately 15.8
million shares of its Sprint PCS common stock. In June 2001, Cox entered into a
costless equity collar arrangement, expiring in June 2003, to manage its
exposure to market price fluctuations of 10.0 million shares of its AT&T
Wireless common stock. In June and July 2001, Cox entered into two costless
collar arrangements, expiring in June 2003 and July 2004, respectively, to
manage its exposure to market price fluctuations of 22.5 million shares of its
AT&T common stock. Cox has designated and accounted for the costless equity
collars as fair value hedges whereby the fair value of the related costless
equity collars is classified as a component of other assets in the Consolidated
Balance Sheet. In addition, Cox has elected to use an intrinsic value model to
measure effectiveness whereby time value will be excluded from the measure of
effectiveness on these fair value hedges. Accordingly, changes in the intrinsic
value of these derivatives and changes in the fair value of the shares of common
stock designated in the hedging relationship will be recorded as a derivative
gain or loss and investment gain or loss, respectively, in the Consolidated
Statement of Operations. In addition, the change in the time value of the
costless equity collars will also be recognized in earnings and classified as
gain or loss on derivative instruments in the Consolidated Statement of
Operations.

         The fair value of the costless equity collars approximated a derivative
obligation of $43.1 million at June 30, 2001. In addition, during the three and
six months ended June 30, 2001, Cox recognized a net loss on derivative
instruments as a result of changes in the fair value of the costless equity
collars of approximately $56.2 million and $43.1 million, respectively.

Zero-Coupon Debt

         In January 2001, Cox entered into a series of prepaid forward contracts
to sell up to 19.5 million shares of its Sprint PCS common stock, as further
described in Note 4. "Debt." These prepaid forward contracts meet the definition
of a hybrid instrument, as prescribed by SFAS No. 133. Each hybrid instrument is
comprised of a zero-coupon debt instrument, as the host contract, and an equity
collar that meets the definition of an embedded derivative and derives its value
based on the trading price of Sprint PCS common stock. The embedded derivative
instruments are not clearly and closely related to the underlying zero-coupon
debt instruments since the economic characteristics and risks associated with
these derivatives are based on equity prices. Therefore, as prescribed by SFAS
No. 133, Cox has separated the embedded derivative instruments from the hybrid
instruments based on their relative fair values and has classified these
embedded derivatives as a component of debt.

         Cox has not designated the embedded derivative instruments as a hedge
of its investment in Sprint PCS common stock. Accordingly, changes in the fair
value of these embedded derivatives are recognized in earnings and classified as
a component of gain or loss on derivative instruments in the Consolidated
Statement of Operations. The aggregate fair value of the embedded derivative
instruments approximated a derivative asset of $25.3 million at June 30, 2001.
Cox recognized a net loss on derivative instruments of approximately $76.0
million during the three months ended June 30, 2001 and a net gain on derivative
instruments of approximately $25.3 million for the six months ended June 30,
2001 as a result of the changes in the fair value of these embedded derivatives.
In addition, upon adoption of SFAS No. 133, Cox elected a one-time transfer of
19.5 million shares of its Sprint PCS common stock from available-for-sale to
trading securities, as permitted by SFAS No. 133. As a result of this transfer,
Cox recognized a pre-tax gain of approximately $239.3 million, representing the
accumulated unrealized gain on these shares, previously recorded as a component
of accumulated other comprehensive income.


                                       12
<PAGE>   14

Exchangeable Subordinated Debentures

         Cox has three series of exchangeable subordinated debentures
outstanding, the PRIZES, the Premium PHONES and the Discount Debentures. Prior
to the adoption of SFAS No. 133, the exchangeable subordinated debentures were
accounted for as indexed debt instruments pursuant to Emerging Issues Task Force
Issue No. 86-28, Accounting Implications of Indexed Debt Instruments, because
the payment obligation by Cox at maturity or upon redemption or exchange by the
holders was dependent on the fair value of Sprint PCS common stock. Accordingly,
the carrying value of these indexed debt instruments was adjusted to fair value
through earnings and classified as expense or income related to indexed
debentures in the Consolidated Statement of Operations as the fair value of the
Sprint PCS common stock increased or decreased such that Cox would be required
to pay an amount of contingent principal in excess of the original principal
amount. Cox recognized approximately $119.6 million of income and $249.9 million
of expense related to the exchangeable subordinated debentures during the three
and six months ended June 30, 2000, respectively.

         Upon adoption of SFAS No. 133, the exchangeable subordinated debentures
met the definition of a hybrid instrument. Each hybrid instrument is
comprised of a debt instrument, as the host contract, and an embedded
derivative, which derives its value based on the trading price of Sprint PCS
common stock. The embedded derivative instruments are not clearly and closely
related to the underlying debt instruments since the economic characteristics
and risks associated with these derivatives are based on equity prices.
Therefore, as prescribed by SFAS No. 133, Cox has separated the embedded
derivative instruments from the hybrid instruments based on their relative fair
values and has classified these embedded derivatives as a component of debt.

         In order to determine the SFAS No. 133 transition adjustment associated
with the exchangeable subordinated debentures, Cox first determined the initial
carrying amount of the embedded derivative instruments based on their relative
fair value as of the date that each series of exchangeable subordinated
debentures was issued. Cox then separated the fair value of the embedded
derivative instruments from the exchangeable subordinated debentures and the
resulting difference in the initial carrying amount of the exchangeable
subordinated debentures, after separation of the embedded derivatives, has been
accounted for as a discount on the underlying debt instruments, as prescribed by
SFAS No. 133. The carrying amount of the debt instruments as of January 1, 2001
was then determined based on their initial fair value and adjusted for any
subsequent activity, such as subsequent cash redemptions and amortization of the
debt discount arising from the separation of the embedded derivative
instruments. The carrying amount of the embedded derivative instruments as of
January 1, 2001 was determined based on their relative fair values as of that
date. The difference between the carrying amount of the exchangeable
subordinated debentures as of January 1, 2001, just prior to the adoption of
SFAS No. 133, and the sum of the adjusted carrying amount of the underlying debt
instruments and fair value of embedded derivative instruments as of January 1,
2001, resulted in a one-time after-tax increase in earnings of approximately
$522.0 million, which was classified as a component of the cumulative effect of
change in accounting principle in the Consolidated Statement of Operations.

         Cox has not designated these embedded derivative instruments as a hedge
of its investment in Sprint PCS common stock. Accordingly, changes in the fair
value of these embedded derivatives are recognized in earnings and classified as
a component of gain or loss on derivative instruments in the Consolidated
Statement of Operations. The aggregate fair value of the embedded derivative
instruments approximated a derivative obligation of $588.7 million at June 30,
2001, and the net loss on derivative instruments recognized by Cox as a result
of changes in the fair value of these embedded derivatives during the three and
six months ended June 30, 2001 was approximately $149.3 million and $284.8
million, respectively.


                                       13
<PAGE>   15

Stock Purchase Warrants

         Cox holds strategic investments in warrants to purchase equity
securities of certain publicly-traded and privately-held entities. Warrants that
can be exercised and settled by delivery of net cash or net shares such that Cox
would pay no cash upon exercise of the respective warrants are referred to as
net settleable warrants and meet the definition of a freestanding derivative
instrument, as prescribed by SFAS No. 133. Net settleable warrants are measured
at fair value and recognized as a component of investments in the Consolidated
Balance Sheet. The fair value of these net settleable warrants approximated a
derivative asset of $104.0 million at June 30, 2001.

         Cox has not designated its net settleable warrants as hedging
instruments. Accordingly, changes in the fair value of these warrants are
recognized in earnings and classified as a component of gain or loss on
derivative instruments in the Consolidated Statement of Operations. Cox
recognized a net derivative gain of approximately $15.2 million and a net
derivative loss of approximately $1.3 million during the three and six months
ended June 30, 2001, respectively, as a result of changes in the fair value of
its net settleable warrants.

6.       EARNINGS PER SHARE

         The following table reconciles the numerator and the denominator of the
basic and diluted per share computations for income from operations for the
three and six months ended June 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED JUNE 30, 2001
                                            ----------------------------------------------
                                              INCOME              SHARES        PER-SHARE
                                            (NUMERATOR)       (DENOMINATOR)       AMOUNT
                                            -----------       -------------     ---------

<S>                                         <C>               <C>               <C>
Income before cumulative effect of change
  in accounting principle.................. $30,671,000
                                            -----------
BASIC EARNINGS PER SHARE...................  30,671,000        600,348,190        $ 0.05
                                                                                  ======
EFFECT OF DILUTIVE SECURITIES
   Employee stock options..................          --          1,079,073
   Employee stock purchase plan............          --            488,373
   Convertible preferred stock.............          --          6,462,549
   Forward purchase contracts
        forming a part of the FELINE
        PRIDES.............................          --            507,090
                                            -----------        -----------

DILUTED EARNINGS PER SHARE................. $30,671,000        608,885,275        $ 0.05
                                            ===========        ===========        ======
</TABLE>


                                       14
<PAGE>   16

<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED JUNE 30, 2001
                                         ----------------------------------------------------
                                            INCOME              SHARES            PER-SHARE
                                         (NUMERATOR)         (DENOMINATOR)          AMOUNT
                                         ------------        -------------       ------------

<S>                                      <C>                 <C>                 <C>
Income before cumulative effect of
  change in accounting principle.......    $185,000
                                           --------
BASIC EARNINGS PER SHARE...............     185,000           600,220,681        $         --
                                                                                 ============
EFFECT OF DILUTIVE SECURITIES
   Employee stock options...............         --             1,198,237
   Employee stock purchase plan.........         --               479,932
   Convertible preferred stock..........         --             6,462,549
   Forward purchase contracts
     forming a part of the FELINE
     PRIDES.............................         --               766,785
                                           --------          ------------

DILUTED EARNINGS PER SHARE..............   $185,000           609,128,184        $         --
                                           ========          ============        ============

<CAPTION>
                                                      THREE MONTHS ENDED JUNE 30, 2000
                                            ----------------------------------------------------
                                               INCOME              SHARES            PER-SHARE
                                            (NUMERATOR)         (DENOMINATOR)          AMOUNT
                                            ------------        ------------        ------------

<S>                                         <C>                 <C>                 <C>
Income before cumulative effect of
  change in accounting principle.......    $ 91,229,000
                                           ------------
BASIC EARNINGS PER SHARE...............      91,229,000         603,318,667        $       0.15
                                                                                    ============
EFFECT OF DILUTIVE SECURITIES
   Employee stock options...............              --           2,693,392
   Employee stock purchase plan.........              --             108,672
   Convertible preferred stock..........              --           4,521,731
   Forward purchase contracts
        forming a part of the FELINE
        PRIDES..........................              --             811,371
                                            ------------        ------------

DILUTED EARNINGS PER SHARE..............   $ 91,229,000         611,453,833        $       0.15
                                           ============        ============        ============

<CAPTION>
                                                     SIX MONTHS ENDED JUNE 30, 2000
                                         ------------------------------------------------------
                                             INCOME               SHARES            PER-SHARE
                                          (NUMERATOR)          (DENOMINATOR)          AMOUNT
                                         --------------        ------------        ------------

<S>                                      <C>
Income before cumulative effect of
  change in accounting principle........ $1,158,745,000
                                         --------------
BASIC EARNINGS PER SHARE................  1,158,745,000         603,767,496        $       1.92
                                                                                   ============
EFFECT OF DILUTIVE SECURITIES
   Employee stock options...............             --           2,870,357
   Employee stock purchase plan.........             --             137,027
   Convertible preferred stock..........             --           4,521,731
   Forward purchase contracts
     forming a part of the FELINE
     PRIDES.............................             --           1,482,249
   RHINOS...............................             --             155,863
                                         --------------        ------------

DILUTED EARNINGS PER SHARE.............. $1,158,745,000         612,934,723        $       1.89
                                         ==============        ============        ============
</TABLE>


                                       15
<PAGE>   17

         Diluted earnings per share for the three and six months ended June 30,
2001 exclude the effect of 11.4 million and 10.9 million shares, respectively,
of Class A common stock that may be issued upon redemption of the RHINOS and
the effect of 8.1 million shares of Class A common stock that may be issued upon
conversion of the 2.25% convertible senior notes, because such effects would be
antidilutive.

7.       TRANSACTIONS WITH AFFILIATED COMPANIES

         Cash requirements are funded by internally generated funds, by various
external financing transactions and, as needed, through intercompany loans from
CEI. CEI performs day to day cash management services for Cox. Outstanding
amounts due to CEI bear interest at fifty basis points above CEI's current
commercial paper borrowing rate. This rate was 4.15% at June 30, 2001.

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

<TABLE>
<CAPTION>
                                              (THOUSANDS OF DOLLARS)
                                              ----------------------

<S>                                           <C>
Intercompany due from CEI, December 31, 2000....    $   5,808
Cash transferred to CEI.........................      120,797
Net operating expense reimbursements............      (57,228)
                                                    ---------

Intercompany due from CEI, June 30, 2001........    $  69,377
                                                    =========
</TABLE>

8.       SUPPLEMENTAL FINANCIAL INFORMATION

Supplemental Disclosure of Non-cash Investing and Financing Activities

<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED
                                                        JUNE 30
                                             -----------------------------
                                                2001               2000
                                             -----------        ----------
                                                (THOUSANDS OF DOLLARS)

<S>                                          <C>                <C>
SIGNIFICANT NON-CASH TRANSACTIONS
AT&T cable system exchange................   $        --        $2,658,233
Exercise of Excite@Home right.............     1,282,789                --

ADDITIONAL CASH FLOW INFORMATION
Cash paid for interest....................   $   250,400        $  275,741
Cash paid (refunded) for income taxes.....      (283,126)          465,152
</TABLE>

9.       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. The actions are being
defended vigorously. The outcome of these matters cannot be predicted at this
time. Five similar suits that had been pending in Nevada, Indiana, Arizona and
Florida have been settled and dismissed; one similar suit that had been pending
in Nebraska was dismissed with prejudice.

         On November 10, 1999, Fred and Roberta Lipschutz, Arthur Simon and John
Galley III, on behalf of themselves and all persons similarly situated, filed a
putative class action suit against Cox and thirteen other defendants in the
United States District Court for the Central District of California. The action
alleges that a putative class defined as all persons who since November 10, 1995
have purchased broadband Internet


                                       16
<PAGE>   18

data transmission services from a "cable company defendant" has been injured
because alleged agreements among the "cable company defendants" and/or the
"cable company defendants" and defendants At Home Corporation, also referred to
as Excite@Home, and Road Runner have required the putative class to purchase
both Internet data transmission services and interface/content services from
Excite@Home or Road Runner. The complaint asserts claims under Section 1 of the
Sherman Antitrust Act, the California Cartwright Act, and California unfair
competition law and seeks injunctive relief and compensatory and treble damages.
An amended complaint adding additional named plaintiffs was filed on December
30, 1999, and Cox filed its answer to the amended complaint on January 19, 2000.
On January 29, 2001, the court denied plaintiffs' motion to certify a nationwide
class with leave to amend. Plaintiffs' motion for reconsideration of the court's
denial of class certification was denied on April 3, 2001. On June 27, 2001, the
United States Court of Appeals for the Ninth Circuit denied plaintiffs' petition
for permission to appeal the district court order denying class action
certification. Cox intends to defend this action vigorously, though the outcome
cannot be predicted at this time.

         Cox's subsidiary Cox California Telcom, L.L.C. (Cox Telcom) is a
defendant in three putative class action lawsuits and two additional non-class
action suits that were filed in state and federal courts in California relating
to the unauthorized publication of information pertaining to approximately
11,400 Cox Telcom telephone customers in the PacBell 2000 White Pages and 411
directory and in the Cox TelTrust information directory. The lawsuits assert
various causes of action for breach of contract, invasion of privacy,
negligence, commission of fraudulent or unfair business acts and practices in
violation of California Business & Professions Code Section 17-200 and violation
of California Public Utilities Code Section 2891 and 2891.1. The suits seek
damages and injunctive relief. Cox Telcom, along with PacBell, has commenced
reclaiming tainted PacBell White Pages and reprinting and redistributing
corrected books. The parties to two of the class action lawsuits have entered
into a stipulation of settlement, which was approved on March 30, 2001. The
third class action has been settled and was dismissed with prejudice on June 27,
2001. Cox intends to defend the remaining actions vigorously, though the outcome
cannot be predicted at this time.

         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 as of March 28, 2000 except for
defendants seeking (a) to enjoin consummation of a March 28, 2000 letter
agreement among Excite@Home's principal cable partners, 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 as Cox's representative on the Excite@Home
board of directors. See Note 3. "Investments." 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. Cox intends to defend this action vigorously, though the outcome
cannot be predicted at this time.

         On November 14, 2000, GTE.NET, L.L.C. d/b/a Verizon Internet Solutions
and Verizon Select Services, Inc. filed suit against Cox in the 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. Verizon seeks
various forms of relief, including injunctive relief and damages. Cox and CoxCom
intend to defend this action vigorously, though the outcome cannot be predicted
at this time.

         On February 6, 2001, plaintiffs Kimberly D. and William L. Bova, on
behalf of themselves individually and a putative class of subscribers, sued Cox
in United States District Court for the Western District of Virginia. The
putative class includes persons outside of California, Nevada, Arizona and Idaho
who on or after November 1, 2000 purchased broadband Internet access services
from Cox and paid a franchise fee on those services. The suit asserts that the
collection of franchise fees by Cox from its broadband Internet


                                       17
<PAGE>   19

access service subscribers outside of the Ninth Circuit is unlawful under the
Telecommunications Act of 1996 and seeks restitution of all such fees collected.
Cox intends to defend the action vigorously, though the outcome cannot be
predicted at this time.

         Cox and its subsidiaries are parties to various other legal proceedings
which 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The following discussion should be read in conjunction with the
accompanying unaudited consolidated financial statements for the three and six
month periods ended June 30, 2001 and 2000.

         This Form 10-Q includes "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, among others, statements that relate to
Cox's future plans, earnings, objectives, expectations, performance, and similar
projections, as well as any facts or assumptions underlying these statements or
projections. Actual results may differ materially from the results expressed or
implied in these forward-looking statements, due to various risks, uncertainties
or other factors. These factors include competition within the broadband
communications industry, our ability to achieve anticipated subscriber and
revenue growth, our success in implementing new services and other operating
initiatives, and our ability to generate sufficient cash flow to meet our debt
service obligations and finance operations. For a more detailed discussion of
these and other risk factors, see the Risk Factors section of Cox's Annual
Report on Form 10-K for the year ended December 31, 2000. Cox assumes no
responsibility to update any forward-looking statements as a result of new
information, future events or otherwise.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000

         Total revenues for the three months ended June 30, 2001 were $1,001.8
million, a 14% increase over revenues of $879.0 million for the three months
ended June 30, 2000. This increase includes the effects of:

         -        digital customer growth;

         -        rate increases implemented in the fourth quarter of 2000 and
                  first quarter of 2001; and

         -        growth in residential and commercial high-speed Internet
                  access and telephony customers.

         Programming costs were $241.6 million for the second quarter of 2001,
an increase of 11% over the same period in 2000. This increase is due to digital
customer growth, channel additions and programming rate increases implemented in
October 2000 and January 2001.

         Selling, general and administrative expenses for the three months ended
June 30, 2001 increased 17% to $378.0 million due primarily to increased
employee headcount and other administrative costs associated with the continued
rollout of digital video, high-speed Internet access and telephony services,
partially offset by a revised cost component factor used to capitalize indirect
costs relating to network construction activity.

         Depreciation and amortization increased to $355.8 million from $303.9
million in the second quarter of 2000 due to Cox continuing to invest
significantly in its broadband network in order to deliver additional
programming and services. Interest expense increased to $143.2 million primarily
due to the issuance of notes and debentures in the fourth quarter of 2000 and
first quarter of 2001.


                                       18
<PAGE>   20

         Income related to indexed debt of $119.6 million for the three months
ended June 30, 2000 represents the net change in the contingent settlement
amount of Cox's exchangeable subordinated debentures, which are indexed to the
market value of Sprint PCS common stock. Effective January 1, 2001, Cox adopted
Statement of Financial Accounting Standards, or SFAS, No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended, which changed Cox's
accounting for its exchangeable subordinated debentures, as further described in
Note 5. "Derivative Instruments and Hedging Activities" in Part I, Item 1.
"Consolidated Financial Statements." For the three months ended June 30, 2001,
Cox recorded a $250.6 million pre-tax loss on derivative instruments due to a
decrease of approximately $149.3 million in the fair value of certain derivative
instruments embedded in the exchangeable subordinated debentures issued by Cox
and a decrease of approximately $101.3 million in the fair value of certain
derivative instruments associated with Cox's investments.

         Net gain on investments of $450.8 million is primarily due to a $307.4
million pre-tax gain associated with the exercise of Cox's Excite@Home right, as
further described in Note 3. "Investments" in Part I, Item 1. "Consolidated
Financial Statements", a $100.4 million pre-tax gain as a result of the change
in market value of Cox's investment in Sprint PCS common stock - Series 2
classified as trading and a $50.7 million pre-tax gain related to the sale of
3.0 million shares of Sprint PCS common stock - Series 2. Included in net gain
on investments for the comparable period in 2000 are pre-tax gains related to
the sale of 3.2 million shares of Sprint PCS common stock - Series 2.

         Minority interest of $14.7 million primarily represents distributions
on Cox's obligated capital and preferred securities of subsidiary trusts,
referred to as FELINE PRIDES and RHINOS. Net income for the current quarter was
$30.7 million, as compared to net income of $91.2 million for the second quarter
of 2000.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000

         The results of operations discussed below include the effects of the
following as of their transaction dates:

-        the January 2000 acquisition of cable systems from Multimedia
         Cablevision, Inc., a subsidiary of Gannett Co., Inc.; and

-        the March 2000 exchange of AT&T common stock for: cable systems from
         AT&T serving customers in Oklahoma and Louisiana; Peak Cablevision,
         LLC; the remaining 20% interest in a partnership in which Cox
         initially acquired an 80% interest through the TCA Cable TV, Inc.
         merger in August 1999; and other assets and liabilities, including
         cash.

         These transactions are collectively referred to as the 2000
transactions.

         Total revenues for the six months ended June 30, 2001 were $1,949.7
million, an 18% increase over revenues of $1,658.8 million for the six months
ended June 30, 2000. Of this increase, 5% relates to increased revenues from the
2000 transactions. The remaining 13% increase includes the effects of:

         -        digital customer growth;

         -        rate increases implemented in the fourth quarter of 2000 and
                  first quarter of 2001; and

         -        growth in residential and commercial high-speed Internet
                  access and telephony customers;

         -        partially offset by slower growth in local and national
                  advertising sales reflecting a generally soft economy.

         Programming costs were $479.4 million for the six months ended June 30,
2001, an increase of 16% over the same period in 2000. Of this increase, 5%
relates to the 2000 transactions. The remaining 11% increase is due to digital
customer growth, channel additions and programming rate increases implemented in
October 2000 and January 2001.

         Selling, general and administrative expenses for the six months ended
June 30, 2001 increased 20% to $730.1 million. Of this increase, 4% relates to
the 2000 transactions. The remaining 16% is due primarily to increased employee
headcount and other administrative costs associated


                                       19
<PAGE>   21

with the continued rollout of digital video, high-speed Internet access and
telephony services, partially offset by a revised cost component factor used to
capitalize indirect costs relating to network construction activity.

         Depreciation and amortization increased to $708.0 million from $561.6
million in the six months ended June 30, 2000 due to Cox continuing to invest
significantly in its broadband network in order to deliver additional
programming and services. Interest expense increased to $297.0 million primarily
due to the issuance of notes and debentures in the fourth quarter of 2000 and
first quarter of 2001.

         Expense related to indexed debt of $249.9 million for the six months
ended June 30, 2000 represents the net change in the contingent settlement
amount of Cox's exchangeable subordinated debentures which are indexed to the
market value of Sprint PCS common stock. Effective January 1, 2001, Cox adopted
SFAS No. 133 which changed Cox's accounting for its exchangeable subordinated
debentures, as further described in Note 5. "Derivative Instruments and Hedging
Activities" in Part I, Item 1. "Consolidated Financial Statements." For the six
months ended June 30, 2001, Cox recorded a $257.6 million pre-tax loss on
derivative instruments due primarily to a decrease of approximately $284.8
million in the fair value of certain derivative instruments embedded in the
exchangeable subordinated debentures issued by Cox, offset by an increase of
approximately $27.2 million in the fair value of certain derivative instruments
associated with Cox's investments.

         Net gain on investments of $609.7 million is primarily due to the
following:

         -        $239.3 million pre-tax gain associated with a one-time
                  reclassification of 19.5 million shares of Cox's investment in
                  Sprint PCS common stock - Series 2 from available-for-sale
                  securities to trading securities upon adoption of SFAS No.
                  133;

         -        $72.3 million pre-tax gain on these shares as a result of the
                  change in market value of Sprint PCS common stock for the six
                  months ended June 30, 2001;

         -        $307.4 million pre-tax gain associated with the exercise of
                  Cox's Excite@Home right, as further described in Note 3.
                  "Investments" in Part I, Item 1. "Consolidated Financial
                  Statements"; and

         -        $50.7 pre-tax gain related to the sale of 3.0 million shares
                  of Sprint PCS common stock - Series 2;

         -        partially offset by a $49.3 million decline in the fair value
                  of certain other investments considered to be other than
                  temporary.

         Included in net gain on investments for the comparable period in 2000
are pre-tax gains related to the sale of 19.3 million shares of Sprint PCS
common stock - Series 2 and the sale of Cox's entire equity interest in Flextech
plc.

         Minority interest of $31.1 million primarily represents distributions
on the FELINE PRIDES and RHINOS. On January 1, 2001, Cox adopted SFAS No. 133,
as amended, resulting in an after-tax cumulative effect of change in accounting
principle which increased earnings by $717.1 million and reduced accumulated
other comprehensive income by $194.0 million. Net income for the six months
ended June 30, 2001 was $717.3 million, as compared to net income of $1,158.7
million for the comparable period in 2000.

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, technology and telecommunications.

         During the six months ended June 30, 2001, Cox had capital expenditures
of $1,060.1 million. These expenditures were primarily directed at upgrading and
rebuilding its broadband network to allow for the


                                       20
<PAGE>   22

delivery of advanced broadband services, including digital video, high-speed
Internet access, telephony and video-on-demand. Capital expenditures for 2001
are expected to total approximately $2.0 billion.

         Net commercial paper repayments during the first half of 2001 were $1.5
billion. During the six months ended June 30, 2001, Cox also repaid $28.3
million of other debt.

         Distributions paid on capital and preferred securities of subsidiary
trusts of $40.4 million consists of quarterly payments on the FELINE PRIDES and
RHINOS.

SOURCES OF CASH

         During the six months ended June 30, 2001, Cox generated $712.7 million
from operating activities. Proceeds from the sale and exchange of investments of
$604.6 million primarily includes approximately $525.5 million received from the
sale of 25.0 million shares of AT&T common stock and approximately $75.2 million
received from the sale of 3.0 million shares of Sprint PCS common stock - Series
2.

         Proceeds from issuance of debt of $1.4 billion, net of issuance costs,
underwriting commissions and discounts, primarily include:

-        $389.4 million received from the January 2001 issuance of a series of
         prepaid forward contracts with maturity dates between 2004 and 2006 to
         sell up to 19.5 million shares of Cox's Sprint PCS common stock;

-        $525.1 million received from the February 2001 issuance of convertible
         senior notes due 2021; and

-        $495.1 million received from the March 2001 issuance of 6.75% senior
         notes due 2011.

         For a more detailed description of debt financings in the six months
ended June 30, 2001, see Note 4. "Debt" in Part I, Item 1. "Consolidated
Financial Statements."

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133, and SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, which became effective for Cox on January 1, 2001. SFAS No. 133
requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. In addition, all derivatives used in hedging
relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133.

         Cox's adoption of SFAS No. 133 on January 1, 2001 resulted in an
after-tax transition adjustment that increased earnings by approximately $717.1
million and an after-tax transition adjustment that reduced accumulated other
comprehensive income by approximately $194.0 million. In addition, the adoption
impacted assets and liabilities recorded on the consolidated balance sheet. SFAS
No. 133 also permits a one-time transfer of an available-for-sale security into
the trading category. Accordingly, Cox reclassified approximately 19.5 million
shares of its investment in Sprint PCS common stock from available-for-sale to
trading on January 1, 2001. As a result of this reclassification, Cox recognized
a pre-tax gain of approximately $239.3 million, representing the accumulated
unrealized gain on these securities, previously recorded as a component of
accumulated other comprehensive income.

         In July 2001, FASB issued SFAS No. 141, Business Combinations, which
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. Cox does not believe the adoption of SFAS No. 141
will have a significant impact on its consolidated financial statements.


                                       21
<PAGE>   23
         Also in July 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets, which requires that goodwill and certain intangibles assets,
including those recorded in past business combinations, no longer be amortized
to earnings, but instead be tested for impairment at least annually. SFAS No.
142 will become effective for fiscal years beginning after December 15, 2001.
Cox is required to adopt SFAS No. 142 on January 1, 2002 and has not determined
the impact that this statement will have on its consolidated financial
statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk is the risk that Cox will incur losses due to adverse
changes in equity prices and interest rates. Cox's primary market risk exposure
pertains to changes in interest rates.

         Cox has estimated the fair value of its financial instruments as of
June 30, 2001 and December 31, 2000 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,
as discussed in Note 3. "Investments" in Part I, Item 1. "Consolidated Financial
Statements." 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.

         The fair value of interest rate swaps used for hedging purposes was
approximately $41.2 million and $35.2 million at June 30, 2001 and December 31,
2000, 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, 2001 and December 31, 2000. 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, 2001 and
December 31, 2000 are based on quoted market prices or a discounted cash flow
analysis using Cox's incremental borrowing for similar types of borrowings
arrangements and dealer quotations. A summary of the carrying value, estimated
fair value and the fair value resulting from a hypothetical one percentage point
decrease in interest rates on the foregoing fixed-rate instruments at June 30,
2001 and December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                               JUNE 30, 2001                               DECEMBER 31, 2000
                                 ------------------------------------------   ------------------------------------------
                                                            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)

<S>                              <C>          <C>        <C>                  <C>          <C>        <C>
Fixed-rate notes and
   debentures..................  $5,565.0     $5,463.5        $5,736.7        $4,460.3     $4,459.6        $4,701.9
FELINE PRIDES..................     649.8        754.0           756.0           647.3        806.0           808.0
Exchangeable subordinated
   debentures..................   1,810.8      1,776.4         1,854.1         2,351.8      1,564.0         1,651.0
</TABLE>


                                       22
<PAGE>   24

                           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 an update on certain legal matters, refer to Note
9. "Commitments and Contingencies" in Part I, Item 1. "Consolidated Financial
Statements."

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Cox held its Annual Meeting of Stockholders on May 17, 2001. Three
matters were voted upon at the meeting: (a) the election of a Board of Directors
of seven members to serve until the 2002 Annual Meeting or until their
successors are duly elected and qualified; (b) approval of Cox's Amended and
Restated Long-Term Incentive 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, 2001.

         The following directors were elected and received the votes indicated:

<TABLE>
<CAPTION>
     Nominee           Votes in Favor       Votes Withheld
     -------           --------------       --------------

<S>                    <C>                  <C>
James C. Kennedy         786,725,112          26,934,880

Janet M. Clarke          812,505,861           1,154,131

David E. Easterly        812,323,650           1,336,342

Robert C. O'Leary        786,720,970          26,939,022

James O. Robbins         786,719,070          26,940,992

Rodney W. Schrock        812,502,108           1,157,884

Andrew J. Young          812,506,319           1,153,673
</TABLE>

         The Amended and Restated Long-Term Incentive Plan was approved with
745,746,056 votes in favor, 65,925,652 votes in opposition, and 1,988,284
abstentions.

         Ratification of Deloitte & Touche LLP as independent auditors for the
fiscal year ending December 31, 2001, was approved with 812,981,063 votes in
favor, 578,402 votes in opposition, and 100,527 abstentions.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

<TABLE>
              <S>     <C>  <C>
              2.1     --   Asset Purchase Agreement between Multimedia Cablevision, Inc.
                           and Cox Communications, Inc., dated as of July 22, 1999.
                           (Incorporated by reference to Exhibit 2.1 to Cox's Current
                           Report on Form 8-K dated and filed with the Commission on July
                           27, 1999.)

              2.2     --   Agreement and Plan of Reorganization among Cox Teleport
                           Partners, Inc., AT&T Corp., TCI Holdings, Inc. and United
                           Cable Television Corporation, dated as of July 6, 1999.
                           (Incorporated by reference to Exhibit 2.1 to Cox's Current
                           Report on Form 8-K/A dated July 7, 1999 and filed with the
                           Commission on July 28, 1999.)

              3.1     --   Certificate of Incorporation of Cox Communications, Inc., as
                           amended. (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
</TABLE>


                                       23
<PAGE>   25

<TABLE>
              <S>     <C>  <C>
                           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
                           29, 2001, among Cox Communications, Inc., the banks party
                           thereto, The Chase Manhattan Bank, as administrative agent,
                           The Bank of New York and Wachovia Bank, N.A., as documentation
                           agents and Bank of America, N.A. and Mizuho Bank as
                           syndication agents. (Incorporated by reference to Exhibit 10.1
                           to Cox's Registration Statement on Form S-3, File No.
                           333-65102, filed with the Commission on July 13, 2001.)

              10.2    --   First Amendment dated as of June 29, 2001 in respect to the
                           Five-Year Credit Agreement dated as of September 26, 2000,
                           among Cox Communications, Inc., the banks party thereto, The
                           Chase Manhattan Bank, as administrative agent, The Bank of New
                           York and Wachovia Bank, N.A., as co-documentation agents and
                           Bank of America, N.A., as syndication agent. (Incorporated by
                           reference to Exhibit 10.2 to Cox's Registration Statement on
                           Form S-3, File No. 333-65102, filed with the Commission on
                           July 13, 2001.)

              21      --   Subsidiaries of Cox Communications, Inc.
</TABLE>

(b)      Reports on Form 8-K filed during the quarter ended June 30, 2001:

         Form 8-K dated May 18, 2001 (filed May 25, 2001) reporting (i) the
         consummation of a share issuance agreement between Cox and AT&T Corp.
         pursuant to which AT&T issued 75 million shares of AT&T common stock to
         Cox @Home, Inc. in connection with the termination of Cox's put right
         of its Series A common stock in At Home Corporation, (ii) Cox's private
         placement of 25 million shares of its AT&T common stock, and (iii)
         Cox's tender of 15 million shares of AT&T common stock into AT&T's
         offer to exchange shares of AT&T common stock for shares of AT&T
         Wireless Group, all under Item 5 and filing the associated share
         issuance agreement and registration rights agreement under Item 7.

         Form 8-K/A dated May 18, 2001 (filed July 12, 2001) reporting (i) Cox's
         entry into costless collar arrangements hedging 22.5 million shares of
         its AT&T common stock, (ii) Cox's receipt of approximately 17.6 million
         shares of AT&T Wireless Group tracking stock as a result of the
         consummation of AT&T's exchange offer, (iii) Cox's sale of 5.0 million
         shares of AT&T Wireless Group tracking stock in open market
         transactions, (iv) Cox's entry into a costless collar arrangement to
         hedge 10.0 million shares of its AT&T Wireless Group tracking stock,
         (v) the redemption and exchange of all of Cox's AT&T Wireless Group
         tracking stock shares for shares of AT&T Wireless Group common stock in
         connection with the split off of AT&T Wireless from AT&T and (vi) the
         receipt by Cox of approximately 11.3 million additional AT&T Wireless
         common stock shares as a special dividend paid by AT&T in connection
         with the split off, all under Item 5.


                                       24
<PAGE>   26

                                   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 7, 2001                      /s/ Jimmy W. Hayes
                                          --------------------------------------
                                          Jimmy W. Hayes
                                          Executive Vice President,
                                          Finance and Administration
                                          Chief Financial Officer
                                          (principal financial officer)


                                       25