<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 SEPTEMBER 30, 1999

[ ]       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 1-13576
                                   [COX 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 [ ]


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

         Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.

         There were 570,981,390 shares of Cox Class A Common Stock outstanding
as of November 1, 1999.

         There were 27,597,792 shares of Cox Class C Common Stock outstanding as
of November 1, 1999.
<PAGE>   2

                            COX COMMUNICATIONS, INC.
                                   FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                               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.........................................................................        14

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........................................        22

                                         PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS....................................................................................        22


ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS............................................................        23

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.....................................................................        24


SIGNATURES......................................................................................................        25
</TABLE>
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS

                            COX COMMUNICATIONS, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 30         DECEMBER 31
                                                                                           1999                1998
                                                                                      --------------       -------------
                                                                                                 (UNAUDITED)
                                                                                            (THOUSANDS OF DOLLARS)

<S>                                                                                   <C>                  <C>
ASSETS
Cash ...........................................................................       $      58,419       $      30,604
Accounts and notes receivable, less allowance for doubtful
  accounts of $10,558 and $7,872 ...............................................             319,062             166,052
Net plant and equipment ........................................................           3,526,442           2,652,212
Investments ....................................................................           9,352,039           5,981,057
Intangible assets ..............................................................           8,936,043           3,959,906
Other assets ...................................................................             222,604              88,273
                                                                                       -------------       -------------
     Total assets ..............................................................       $  22,414,609       $  12,878,104
                                                                                       =============       =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses ..........................................       $     399,754       $     296,950
Deferred income ................................................................              48,498              39,147
Deferred income taxes ..........................................................           5,758,374           2,886,636
Other liabilities ..............................................................             153,432             188,050
Debt ...........................................................................           5,306,024           3,920,159
Amounts due to Cox Enterprises, Inc. (CEI) .....................................              27,021             170,596
                                                                                       -------------       -------------
     Total liabilities .........................................................          11,693,103           7,501,538
                                                                                       -------------       -------------

Commitments and Contingencies (Note 9)

Minority interest in equity of consolidated subsidiaries .......................             196,850                  --
Cox-obligated capital securities of subsidiary trust ...........................             635,389                  --

Shareholders' equity
  Series A 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; 650,000,000 shares
     authorized; shares issued and outstanding: 570,917,557
     and 527,111,512 ...........................................................             570,918             527,112
  Class C Common Stock, $1 par value; 60,000,000 shares
     authorized; shares issued and outstanding: 27,597,792 .....................              27,598              27,598
  Additional paid-in capital ...................................................           3,838,089           1,872,477
  Retained earnings ............................................................           2,119,149           1,350,277
  Accumulated other comprehensive income .......................................           3,328,677           1,594,266
                                                                                       -------------       -------------
     Total shareholders' equity ................................................           9,889,267           5,376,566
                                                                                       -------------       -------------

     Total liabilities and shareholders' equity ................................       $  22,414,609       $  12,878,104
                                                                                       =============       =============
</TABLE>


              See notes to consolidated financial statements.



                                       2
<PAGE>   4
                            COX COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                          THREE MONTHS                     NINE MONTHS
                                                                       ENDED SEPTEMBER 30               ENDED SEPTEMBER 30
                                                                   ----------------------------     ----------------------------
                                                                        1999            1998             1999            1998
                                                                   ------------    ------------     ------------    ------------
                                                                                          (UNAUDITED)
                                                                          (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<S>                                                                <C>             <C>              <C>             <C>
REVENUES ...................................................       $    587,914    $    415,965     $  1,596,339    $  1,230,052
COSTS AND EXPENSES
   Programming costs .......................................            141,016          99,923          392,107         290,587
   Plant operations ........................................             45,084          35,222          120,405          98,762
   Marketing ...............................................             40,563          25,897           98,088          73,012
   General and administrative ..............................            135,523          96,053          375,625         278,311
   Satellite operating and administrative ..................                 --              --               --          29,404
   Depreciation ............................................            148,395          88,731          378,374         256,176
   Amortization ............................................             45,440          19,849           98,078          56,200
                                                                   ------------    ------------     ------------    ------------
OPERATING INCOME ...........................................             31,893          50,290          133,662         147,600
Interest expense ...........................................            (71,152)        (48,673)        (193,824)       (152,801)
Equity in net losses of affiliated companies ...............            (11,568)       (143,346)         (87,609)       (414,031)
Gain on investments, net ...................................             59,498       1,719,295        1,387,454       1,818,763
Gain on issuance of stock by affiliated companies ..........                 --         150,386               --         165,342
Dividend income ............................................             11,073              --           33,219              --
Other, net .................................................                796          (4,434)             829             350
                                                                   ------------    ------------     ------------    ------------
INCOME BEFORE INCOME TAXES
     AND MINORITY INTEREST .................................             20,540       1,723,518        1,273,731       1,565,223
Income tax expense .........................................              1,740         656,544          497,919         612,414
                                                                   ------------    ------------     ------------    ------------
INCOME BEFORE MINORITY INTEREST ............................             18,800       1,066,974          775,812         952,809
Minority interest ..........................................             (6,940)             --           (6,940)             --
                                                                   ------------    ------------     ------------    ------------
NET INCOME .................................................       $     11,860    $  1,066,974     $    768,872    $    952,809
                                                                   ============    ============     ============    ============

PER SHARE DATA
  Basic net income per share ...............................       $       0.02    $       1.97    $        1.37    $       1.76
  Diluted net income per share .............................               0.02            1.95             1.35            1.74
  Basic weighted-average shares outstanding ................        576,103,113     542,778,738      562,111,772     542,618,004
  Diluted weighted-average shares outstanding ..............        585,053,264     547,033,424      571,029,610     546,578,018
</TABLE>


                See notes to consolidated financial statements.



                                       3
<PAGE>   5

                          COX COMMUNICATIONS, INC.
               CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                         ACCUMULATED
                          SERIES A       COMMON STOCK          ADDITIONAL                  OTHER
                         PREFERRED   -----------------------    PAID-IN     RETAINED    COMPREHENSIVE                 COMPREHENSIVE
                          STOCK        CLASS A     CLASS C      CAPITAL     EARNINGS       INCOME          TOTAL         INCOME
                        ----------   ----------   ----------   ----------  ----------   -------------   -----------   -------------
                                             (UNAUDITED)                                              (UNAUDITED)
                                       (THOUSANDS OF DOLLARS)                                  (THOUSANDS OF DOLLARS)
<S>                     <C>          <C>          <C>           <C>         <C>           <C>             <C>           <C>
BALANCE AT
  DECEMBER 31, 1998,
  AS ADJUSTED FOR THE
  TWO-FOR-ONE STOCK
  SPLIT ..............  $    4,836   $  527,112   $   27,598    $1,872,477  $1,350,277    $1,594,266     $5,376,566
  Net income..........                                                         768,872                      768,872    $  768,872
                                                                                                                       ----------
  Issuance of stock
    related to stock
    compensation
    plans (including
    tax benefit on
    stock options
    exercised) .......                      508                     11,115                                   11,623
  Issuance of stock
    related to TCA
    acquisition ......                   33,198                  1,612,175                                1,645,373
  Issuance of common
    stock related to
    public offering ..                   10,100                    327,784                                  337,884
  Fair value of
    forward purchase
    contracts, less
    the present value
    of contract
    adjustment
    payments issued
    in connection
    with manditorily
    redeemable capital
    securities .......                                              14,538                                   14,538
  Foreign currency
    translation
    adjustment .......                                                                                                     (4,593)
  Change in net
    unrealized gain
    on securities,
    net of
    reclassification
    adjustment ......                                                                                                   1,739,004
                                                                                                                       ----------
  Other comprehensive
    income ..........                                                                      1,734,411      1,734,411     1,734,411
                                                                                                                       ----------
   Comprehensive
    income ..........                                                                                                  $2,503,283
                        ----------   ----------   ----------    ----------  ----------    ----------     ----------    ==========
BALANCE AT
  SEPTEMBER 30,
  1999 .............    $    4,836   $  570,918   $   27,598    $3,838,089  $2,119,149    $3,328,677     $9,889,267
                        ----------   ----------   ----------    ----------  ----------    ----------     ----------
</TABLE>



                See notes to consolidated financial statements.



                                       4
<PAGE>   6

                            COX COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   NINE MONTHS
                                                                                                ENDED SEPTEMBER 30
                                                                                    ------------------------------------
                                                                                        1999                   1998
                                                                                    -------------          -------------
                                                                                                (UNAUDITED)
                                                                                           (THOUSANDS OF DOLLARS)

<S>                                                                                 <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ................................................................         $     768,872          $     952,809
Adjustments to reconcile net income to net cash provided by
  operating activities, net of effects of acquisitions:
  Depreciation ............................................................               378,374                256,176
  Amortization ............................................................                98,078                 56,200
  Equity in net losses of affiliated companies ............................                87,609                414,031
  Deferred income taxes ...................................................               423,549                719,940
  Gain on investments, net ................................................            (1,387,454)            (1,818,763)
  Gain on issuance of stock by affiliated companies .......................                    --               (165,342)
Increase in accounts and notes receivable .................................               (21,152)                (2,288)
Increase in prepaid expenses ..............................................               (81,233)                  (552)
Increase in accounts payable and accrued expenses .........................                58,011                  7,309
Increase (decrease) in other liabilities ..................................               (35,303)                 3,932
Decrease in taxes payable .................................................               (76,071)               (51,258)
Other, net ................................................................                (3,619)                (2,004)
                                                                                    -------------          -------------
       Net cash provided by operating activities ..........................               209,661                370,190
                                                                                    -------------          -------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ......................................................              (798,237)              (549,157)
Investments in affiliated companies .......................................               (28,166)              (160,806)
Proceeds from sale of investments .........................................               742,611                137,140
Restricted cash invested ..................................................                    --                204,210
Cash paid for purchases of cable television systems .......................            (2,079,483)              (258,067)
Proceeds from exchange of cable television systems ........................                 9,750                     --
Decrease in amounts due from CEI, net .....................................                    --                 50,856
Other, net ................................................................                (8,494)                (4,082)
                                                                                    -------------          -------------
       Net cash used in investing activities ..............................            (2,162,019)              (579,906)
                                                                                    -------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES
Revolving credit repayments, net ..........................................              (350,000)              (800,000)
Commercial paper borrowings (repayments), net .............................              (308,578)                86,009
Proceeds from issuance of debt, net of discounts...........................             1,997,164              1,493,532
Repayment of debt .........................................................              (193,838)              (663,565)
Proceeds from exercise of stock options ...................................                 7,724                  8,099
Increase (decrease) in amounts due to CEI, net ............................              (143,575)                42,267
Proceeds from the issuance of common stock, net of offering costs .........               337,884                     --
Proceeds from the issuance of Cox-obligated capital securities
     of subsidiary trust...................................................               650,000                     --
Increase (decrease) in book overdrafts ....................................               (15,508)                25,392
Other .....................................................................                (1,100)                    --
                                                                                    -------------          -------------
       Net cash provided by financing activities ..........................             1,980,173                191,734
                                                                                    -------------          -------------

Net increase (decrease) in cash ...........................................                27,815                (17,982)
Cash at beginning of period ...............................................                30,604                 28,259
                                                                                    -------------          -------------
Cash at end of period .....................................................         $      58,419          $      10,277
                                                                                    =============          =============
</TABLE>


                See notes to consolidated financial statements.



                                       5
<PAGE>   7

                            COX COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                 NINE MONTHS
                                                                                             ENDED SEPTEMBER 30
                                                                                    -----------------------------------
                                                                                        1999                  1998
                                                                                    -------------          ------------
                                                                                                   (UNAUDITED)
                                                                                             (THOUSANDS OF DOLLARS)

<S>                                                                                 <C>                    <C>
SIGNIFICANT NONCASH TRANSACTIONS
     MediaOne cable television system exchange ............................         $      93,050          $          --
     TCA merger stock issuance ............................................             1,645,373                     --
     Assumed TCA indebtedness .............................................               540,000
     Cox PCS stock exchange ...............................................               794,546                     --
     PrimeStar merger stock exchange ......................................                    --                 94,696
     Teleport stock issuance ..............................................                    --                150,386
     Teleport merger stock exchange .......................................                    --              2,076,861
     Capital lease obligations ............................................                32,512                 33,144

ADDITIONAL CASH FLOW INFORMATION
     Cash paid for interest ...............................................         $     159,510          $     123,935
     Cash paid (refunded) for income taxes ................................               157,557                (56,268)
</TABLE>


                See notes to consolidated financial statements.



                                       6
<PAGE>   8

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

                               SEPTEMBER 30, 1999


1.       BASIS OF PRESENTATION AND OTHER INFORMATION

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting
principles for complete financial statements. In the opinion of management, the
financial statements reflect all adjustments considered necessary for a fair
statement of the results of operations and financial position for the interim
periods presented. All such adjustments are of a normal recurring nature. These
unaudited interim 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, 1998.

         The preparation of financial statements in conformity with generally
accepted accounting principles 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 nine months ended September 30, 1999 are not necessarily
indicative of the results to be expected for the year ending December 31, 1999
or any interim period.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Investments

         Investments in affiliates are accounted for under the equity method or
cost method depending upon the level of ownership in the investment and/or
Cox's ability to exercise significant influence over the operating and
financial policies of the investee. Equity method investments are recorded at
cost and adjusted periodically to recognize Cox's proportionate share of the
investees' undistributed income or losses.

         Investments in unrestricted publicly traded entities are classified as
Available-for-Sale under Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and are
recorded at their fair value, with unrealized gains and losses resulting from
changes in fair value between measurement dates recorded as a component of
other comprehensive income. Investments in privately held entities are stated
at cost, adjusted for any known diminution in value that is determined to be
other than temporary.

         Recently Issued Accounting Pronouncements

         In 1998, SFAS No. 133, Accounting for Derivative Financial Instruments
and Hedging Activities, was issued. This statement requires that all
derivatives be recognized in the statement of financial position as either
assets or liabilities and measured at fair value. In addition, all hedging
relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133. SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal quarters of fiscal years beginning after June 15, 2000.
Management is in the process of assessing the impact of SFAS No. 133 on the
consolidated financial statements.



                                       7
<PAGE>   9

         Reclassifications

         Certain amounts in the 1998 quarterly financial statements have been
reclassified for comparative purposes.

3.       ACQUISITIONS AND EXCHANGES OF BUSINESSES

         In August 1999, Cox completed its merger with TCA Cable TV, Inc. (the
"TCA acquisition"), a cable television operator serving approximately 883,000
customers in Texas, Arkansas, Louisiana and four other states for $1.6 billion
in cash and 38.3 million shares of Cox Class A common stock and assumed
indebtedness of $540.0 million. Contemporaneously, Cox paid off and retired
$340.0 million in TCA debt. In connection with the merger, Cox also acquired VPI
Communications, Inc., an affiliate of TCA, which is a leader in advertising
sales and provides turnkey advertising services to 82 cable television system
operators representing more than 3.5 million customers nationwide. In addition,
the TCA acquisition included TCA's interest in two majority-owned partnerships.

         Also in August 1999, Cox completed the purchase of cable television
systems serving communities near Gloucester, New Kent, West Point and King and
Queen County, Virginia, from First Commonwealth Communications, Inc. The cable
television systems, serving more than 11,000 customers, are contiguous to Cox's
Hampton Roads, Virginia cable operation.

         Also in August 1999, Cox and MediaOne exchanged selected cable
television systems serving communities in Massachusetts, Rhode Island and
Connecticut. In connection with the transaction, Cox traded its cable television
systems in Massachusetts, serving more than 54,000 customers, for MediaOne
properties in Enfield, Connecticut and Westerly, Rhode Island, serving 51,000
customers, and cash. Cox recognized a pre-tax gain of $77.4 million in
connection with this exchange.

         In October 1999, Cox completed the purchase of cable television systems
serving more than 260,000 subscribers in Fairfax County and Fredericksburg,
Virginia, from Media General, Inc. for $1.4 billion in cash.

         Also in October 1999, Cox completed the purchase of cable television
systems from Cable Plus Holding Company serving approximately 17,000 customers
in Arizona and Nevada.

         Also in October 1999, Cox restructured its partnership with Time
Warner Entertainment Company, L.P. As part of this restructuring, Cox acquired
control of the cable television system serving Fort Walton Beach, Florida, and
Time Warner acquired control of cable television system serving Staten Island,
New York. In connection with the restructuring, the Cox subsidiary holding the
Fort Walton Beach system and Cox's cable television systems serving Pensacola,
Florida, received approximately $104.0 million in cash which will be used for
capital expenditures and a reduction of indebtedness. Cox expects to recognize
a gain on this transaction during the fourth quarter 1999.

         The consummated acquisitions and exchange of businesses have been
accounted for by Cox under the purchase method of accounting in accordance with
APB Opinion No. 16, Business Combinations.

         The following summarized unaudited pro forma financial information for
the nine months ended September 30, 1999 and 1998 assumes the TCA acquisition
and the acquisition of the Media General cable television systems had occurred
on January 1, 1998. In addition, the following summarized unaudited pro forma
financial information for the nine months ended September 30, 1998 assumes the
acquisition of the Las Vegas cable television system from Prime South
Diversified, Inc. had occurred on January 1, 1998. The summarized unaudited pro
forma financial information does not purport to be indicative of the results of
operations which may occur in the future.



                                       8
<PAGE>   10

<TABLE>
<CAPTION>
                                                                                            PRO FORMA
                                                                                         NINE MONTHS ENDED
                                                                                            SEPTEMBER 30
                                                                                 -------------------------------
                                                                                    1999                1998
                                                                                 -----------         -----------
                                                                                     (THOUSANDS OF DOLLARS,
                                                                                      EXCEPT PER SHARE DATA)
                                                                                          (UNAUDITED)

                 <S>                                                             <C>                 <C>
                 Revenues ..............................................         $ 1,986,941         $ 1,765,193
                 Operating income ......................................              87,686             121,605
                 Net income ............................................             632,291             798,717
                 Earnings per share:
                    Basic net income per share .........................         $      1.05         $      1.33
                    Diluted net income per share .......................                1.03                1.31
</TABLE>

         In July 1999, Cox and AT&T Corp. entered into a definitive agreement
to exchange Cox's 50.3 million shares of AT&T common stock for the stock of
AT&T subsidiaries that own cable television systems that serve approximately
495,000 customers and other assets, including cash. In return for its shares of
AT&T common stock, Cox will receive the stock of AT&T subsidiaries that own:
cable systems serving Tulsa, Oklahoma (160,000 customers) and Baton Rouge,
Louisiana (156,000 customers); the remaining 20% ownership interest in a
partnership in which Cox acquired an 80% interest through its acquisition of
TCA Cable TV, Inc.; Peak Cablevision LLC, which has 117,000 customers in
Oklahoma, Arkansas, Utah and Nevada; and approximately $750.0 million in other
assets, including cash. Cox expects to complete this transaction, which is
subject to regulatory approval, in the first half of 2000.

         Also in July 1999, Cox and Multimedia Cablevision, Inc., a subsidiary
of Gannett Co., Inc., entered into a definitive purchase agreement whereby Cox
will purchase for $2.7 billion in cash Multimedia's cable television operations
serving 522,000 customers in Kansas, Oklahoma and North Carolina. Cox expects
to complete this transaction, which is subject to legal and regulatory approval,
in the first quarter of 2000.

4.       INVESTMENTS

<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30        DECEMBER 31
                                                                                     1999                1998
                                                                                 ------------        ------------
                                                                                      (THOUSANDS OF DOLLARS)

                 <S>                                                             <C>                 <C>
                 Equity method investments .............................         $   140,358         $    90,700
                 Fair value method investments .........................           9,197,802           5,886,502
                 Cost method investments ...............................              13,879               3,855
                                                                                 -----------         -----------

                 Total investments .....................................         $ 9,352,039         $ 5,981,057
                                                                                 ===========         ===========
</TABLE>

         Cox's fair value method investments in unrestricted publicly traded
entities have an aggregate cost at September 30, 1999 and December 31, 1998 of
$3.8 billion and $3.3 billion, respectively.

         In December 1998, Cox entered into four costless collar agreements to
hedge its investment in 15.0 million shares of AT&T common stock. The
agreements contained a notional amount of $52.00 per share and mature at
various dates through January 2003. Cox settled the costless collar agreements
in August 1999 at their fair market value resulting in a pre-tax loss
of $14.9 million.

         In January 1999, Cox sold its 11.9% equity interest in Telewest
Communications plc for $727.9 million in cash and recorded a pre-tax gain of
$433.1 million.



                                       9

<PAGE>   11
         In May 1999, Cox exercised its right under the Cox Communications PCS,
L.P. partnership agreement to transfer its remaining 32.0% equity interest in
Cox PCS to Sprint Corporation in exchange for approximately 19.1 million shares
of Sprint's PCS Common Stock-Series 2. As a result of this transaction, Cox
recognized a pre-tax gain of $908.5 million.

5.       DEBT

<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30        DECEMBER 31
                                                                                     1999               1998
                                                                                 ------------        -----------
                                                                                     (THOUSANDS OF DOLLARS)

                 <S>                                                             <C>                 <C>
                 Revolving credit facilities ...........................         $        --         $   349,998
                 Commercial paper ......................................             718,376           1,026,164
                 Medium-term notes .....................................             444,988             463,363
                 Reset put securities ..................................             248,190             248,150
                 Floating rate reset notes .............................                  --             147,425
                 Notes and debentures ..................................           3,813,988           1,615,161
                 Capitalized lease obligations .........................              80,482              69,898
                                                                                 -----------         -----------

                 Total debt ............................................         $ 5,306,024         $ 3,920,159
                                                                                 ===========         ===========
</TABLE>

         In July 1999, Cox and certain wholly-owned Cox financing trusts filed
a registration statement on Form S-3 with the Securities and Exchange Commission
under which Cox may issue from time to time shares of its Class A common stock
and preferred stock, as well as debentures, bonds, notes and other evidences of
indebtedness, stock purchase contracts and stock purchase units, and the Cox
trusts may issue preferred securities and capital securities for an aggregate
offering amount of up to $8.0 billion. Upon filing of this shelf registration
statement, Cox transferred the $2.0 billion of securities registered on its
April 1999 shelf registration, which included all of the securities remaining
on its July 1998 shelf registration, to the July 1999 shelf registration.

         In August 1999, Cox issued $2.0 billion aggregate principal amount in
debt securities under the July 1999 shelf registration, including $525.0
million aggregate principal amount floating rate notes, bearing interest at
LIBOR plus 60 basis points, due August 15, 2000; $300.0 million aggregate
principal amount of 7% notes due August 15, 2001; $375.0 million aggregate
principal amount of 7.50% notes due August 15, 2004; $400.0 million aggregate
principal amount of 7.75% notes due August 15, 2006 and; $400.0 million
aggregate principal amount of 7.875% notes due August 15, 2009, less a discount
of $2.9 million and offering costs of $9.2 million. The notes are unsecured and
rank equally with Cox's other unsecured senior indebtedness. Interest on the
notes is payable on a quarterly basis.

         In September 1999, Cox amended and restated its 364-day credit
agreement and its 5-year credit agreement providing for borrowings of up to
$1.5 billion and $1.2 billion, respectively. As of September 30, 1999, Cox had
no borrowings outstanding under either credit agreement.

6.       SHAREHOLDERS' EQUITY

         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 nine months ended September 30, 1999 and 1998:



                                      10
<PAGE>   12

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED SEPTEMBER 30, 1999
                                            -------------------------------------------------------
                                               INCOME                 SHARES              PER-SHARE
                                             (NUMERATOR)           (DENOMINATOR)            AMOUNT
                                            -------------          -------------          ---------

<S>                                         <C>                    <C>                    <C>
Net income ..............................   $  11,860,000
                                            -------------
Basic EPS................................      11,860,000           576,103,113            $  0.02
                                                                                           =======
Effect of Dilutive Securities:
   Options...............................              --             2,921,194
   ESPP..................................              --               991,974
   Preferred common stock equivalent.....              --             5,036,983
                                            -------------          ------------

Diluted EPS..............................   $  11,860,000           585,053,264            $  0.02
                                            =============          ============            =======

<CAPTION>
                                                    THREE MONTHS ENDED SEPTEMBER 30, 1998
                                            -------------------------------------------------------
                                                INCOME                SHARES              PER-SHARE
                                              (NUMERATOR)          (DENOMINATOR)            AMOUNT
                                            --------------         -------------          ---------

<S>                                         <C>                    <C>                    <C>
Net income...............................   $1,066,974,000
                                            --------------
Basic EPS................................    1,066,974,000           542,778,738           $  1.97
                                                                                           =======
Effect of Dilutive Securities:
   Options...............................               --             3,514,844
   ESPP..................................               --               739,842
                                            --------------         -------------

Diluted EPS..............................   $1,066,974,000           547,033,424           $  1.95
                                            ==============         =============           =======

<CAPTION>
                                                        NINE MONTHS ENDED SEPTEMBER 30, 1999
                                            -------------------------------------------------------
                                               INCOME                 SHARES              PER-SHARE
                                             (NUMERATOR)           (DENOMINATOR)            AMOUNT
                                            -------------          -------------          ---------

<S>                                         <C>                    <C>                    <C>
Net income...............................   $ 768,872,000
                                            -------------
Basic EPS................................     768,872,000           562,111,772            $  1.37
                                                                                           =======
Effect of Dilutive Securities:
   Options...............................              --             2,889,684
   ESPP..................................              --               991,171
   Preferred common stock equivalent.....              --             5,036,983
                                            -------------          ------------

Diluted EPS..............................   $ 768,872,000           571,029,610            $  1.35
                                            =============          ============            =======
</TABLE>



                                      11
<PAGE>   13

<TABLE>
<CAPTION>
                                                      NINE MONTHS ENDED SEPTEMBER 30, 1998
                                            -------------------------------------------------------
                                               INCOME                 SHARES              PER-SHARE
                                             (NUMERATOR)           (DENOMINATOR)            AMOUNT
                                            -------------          -------------          ---------

<S>                                         <C>                    <C>                    <C>
Net income...............................   $ 952,809,000
                                            -------------
Basic EPS................................     952,809,000           542,618,004            $  1.76
                                                                                           =======
Effect of Dilutive Securities:
   Options...............................              --             3,262,512
   ESPP..................................              --               697,502
                                            -------------          ------------

Diluted EPS..............................   $ 952,809,000           546,578,018            $  1.74
                                            =============          ============            =======
</TABLE>

         On March 18, 1999, the Cox Board of Directors approved a
two-for-one stock split that was effected on May 21, 1999 with respect to
stockholders of record on May 14, 1999. Cox's certificate of incorporation was
amended to increase the authorized preferred stock from 5,000,000 to 10,000,000
shares, the authorized Class A common stock from 316,000,000 to 650,000,000
shares and the authorized Class C common stock from 14,000,000 to 60,000,000
shares. All references to number of shares and per share information in these
notes and the unaudited interim consolidated financial statements have been
restated to give effect to this stock split.

         In July 1999, Cox filed a Form S-4 Registration Statement with the
Securities and Exchange Commission to register shares of Class A common stock
to be issued to TCA shareholders in connection with the acquisition of TCA (See
Note 3). According to the exchange agent, of the 38,326,272 shares authorized
for issuance to TCA shareholders, all except 55,117 have been issued as
of November 5, 1999.

         In August 1999, Cox issued 10.1 million shares of Class A common stock
under the July 1999 shelf registration for an aggregate offering of $350.3
million, less offering costs of $12.4 million.

7.       MANDATORILY REDEEMABLE CAPITAL SECURITIES AND TRUST PREFERRED
         SECURITIES ISSUED BY SUBSIDIARIES

         In August 1999, Cox issued 13.0 million FELINE PRIDES off of the July
1999 shelf registration for aggregate proceeds of $650.0 million, less offering
costs of $19.5 million. Each FELINE PRIDES consists of a unit comprised of:

         (1)      a three-year forward purchase contract under which the holder
                  is obligated to purchase from Cox an indeterminable number of
                  new shares of Cox Class A common stock based upon a
                  settlement rate, and
         (2)      either:
                  (A)      beneficial ownership of a 7% capital security having
                           a stated liquidation amount equal to $50,
                           representing a preferred undivided beneficial
                           interest in the assets of Cox Trust II, a wholly
                           owned financing subsidiary of Cox Communications, or
                  (B)      a 5% undivided beneficial ownership in a zero coupon
                           U.S. Treasury Security having a principal amount at
                           maturity equal to $1,000.

         A forward purchase contract coupled with a 7% capital security is
called an "Income PRIDE," and a forward purchase contract coupled with a
treasury security is called a "Growth PRIDE." The forward purchase contract
forming a part of a Growth PRIDE entitles the holder to an unsecured contract
adjustment payments of .25% of $50 per year paid quarterly. Upon the issuance
of the FELINE PRIDES, Cox recorded an increase of approximately $15.0 million
to shareholders' equity equal to the fair value of the forward purchase
contracts and offset by a decrease of approximately $0.5 million to
shareholders' equity equal to the present value of the future contract
adjustment payments under the Growth PRIDES.



                                      12
<PAGE>   14

The forward purchase contracts require the holder to purchase a minimum of
1.1962 shares and a maximum of 1.4414 shares of Cox Class A common stock per
purchase contract depending upon the average of the closing price per share of
Cox's Class A common stock for a 20 consecutive day period ending on the third
trading day immediately preceding August 16, 2002.

         The 7% capital securities were issued by Cox Trust II, a Delaware
business trust wholly owned by Cox, and the proceeds received by the trust were
invested in Cox's 7% senior debentures due 2004, which represent the sole
assets of the trust. The obligations of the trust related to its 7% capital
securities are guaranteed by Cox to the extent that Cox makes payments pursuant
to the senior debentures. This guarantee, when taken together with Cox's
obligations under the senior debentures, the indenture governing the senior
debentures and the amended and restated declaration of trust governing Cox
Trust II, provides a full and unconditional guarantee of the trust's
obligations with respect to its 7% capital securities. The FELINE PRIDES have
been presented as mezzanine equity in Cox's consolidated balance sheet and the
distributions paid by the trust, as well as the contract adjustment payments
described above, are presented as minority interest in Cox's consolidated
statements of operations.

         In October 1999, Cox RHINOS Trust, a wholly-owned financing subsidiary
of Cox and a statutory business trust formed under the laws of the State of
Delaware, sold 500,000 of Redeemable Hybrid Income Overnight Shares ("RHINOS")
to a special purpose entity organized by Bank of America, N.A. for an aggregate
offering of $500.0 million, less offering costs of $5.0 million. The RHINOS are
long-term auction rate reset preferred securities of Cox RHINOS Trust. Cox
RHINOS Trust used the proceeds from the sale of the RHINOS and from Cox's
purchase of the common securities of Cox RHINOS Trust to purchase Auction Rate
Reset Senior Notes Series A issued by Cox with economic terms substantially
identical to those of the RHINOS. Cox used the net proceeds received from the
sale of the senior notes to Cox RHINOS Trust for general corporate purposes.
Cox will pay interest with respect to the senior notes and Cox RHINOS Trust
will pay distributions with respect to the RHINOS at a floating rate based on
LIBOR plus 75 basis points. The RHINOS will be presented as mezzanine equity in
Cox's consolidated balance sheet and the distributions paid by the trust will
be presented as minority interest in Cox's consolidated statement of
operations.

         Cox may redeem the RHINOS and the related senior notes with the
proceeds from one or more public offerings of its Class A common stock
underwritten by Banc of America Securities LLC. If the RHINOS remain
outstanding on October 6, 2002 or if the closing price of Cox's Class A common
stock falls below $28.00 per share (subject to adjustment upon the occurrence
of certain events), Cox may be required to remarket the RHINOS pursuant to
their terms in a private auction to Qualified Institutional Buyers. The
interest rate and maturity date of the RHINOS would be reset in connection with
a successful remarketing.

8.       TRANSACTIONS WITH AFFILIATED COMPANIES

         Cash requirements are funded by internally generated funds, by various
external financing transactions and, as needed, through intercompany loans from
Cox Enterprises. Cox Enterprises performs day-to-day cash management services
for Cox, with settlements of credit or debit balances between Cox and Cox
Enterprises occurring periodically with interest at market rates (6.1% at
September 30, 1999).

         Included in the amounts due to Cox Enterprises are the following
transactions:

<TABLE>
<CAPTION>
                                                                (THOUSANDS OF DOLLARS)
                                                                ---------------------
               <S>                                              <C>
               Balance, December 31, 1998....................       $     170,596
               Cash transferred from Cox Enterprises.........             220,004
               Net operating expense reimbursements..........            (363,579)
                                                                    -------------

               Balance, September 30, 1999...................       $      27,021
                                                                    =============
</TABLE>



                                      13
<PAGE>   15

9.       COMMITMENTS AND CONTINGENCIES

         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, including the putative class actions, will have
a material adverse impact on Cox's consolidated financial position,
consolidated results of operations or consolidated cash flows. See "-- Part II
- Other Information -- Item 1. Legal Proceedings."

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 consolidated financial statements for the three- and nine-month
periods ended September 30, 1999 and 1998.

         The forward looking statements included in Management's Discussion and
Analysis of Financial Condition and Results of Operations and other parts of
this report, which reflect management's best judgement based on factors
currently known, involve risks, uncertainties and other factors which may cause
the actual performance of Cox to be materially different from the performance
indicated or implied by such statements. Such factors include, among others:
competitive pressures within the broadband communications industry; terms and
availability of capital; the level of success of Cox's operating initiatives;
changes in business strategy and development plans; the ability of Cox to
mitigate the impact of the Year 2000 issue; the impact from Cox's pending
acquisitions; and other factors included in the discussion below. Cox claims
the protection of the safe harbor for forward looking statements contained in
Section 21E of the Securities Exchange Act of 1934, as amended, for all forward
looking statements included in this report.

RECENT ACQUISITIONS AND EXCHANGES

         See Note 3, for a description of recent acquisitions and exchanges of
businesses to the notes to consolidated financial statements in Item 1 of this
report.

RESULTS OF OPERATIONS

         The results of operations discussed below include the effects of the
following:

         -        the August 1999 acquisition of TCA;
         -        the August 1999 acquisition of cable television systems from
                  First Commonwealth Communications, Inc.;
         -        the August 1999 exchange of selected cable television systems
                  with MediaOne;
         -        the April 1998 disposition of Cox's partnership interests and
                  net assets in and operations of PrimeStar Partners, L.P.;
         -        the June 1998 acquisition of the Tucson and Sierra Vista,
                  Arizona cable television system; and
         -        the October 1998 acquisition of the Las Vegas, Nevada cable
                  television system.

These transactions are collectively referred to in the discussion below as the
1999 and 1998 transactions.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 1998

     Total revenues for the three months ended September 30, 1999 were $587.9
million, a 41% increase over revenues of $416.0 million for the three months
ended September 30, 1998. Of this increase, 28% relates to increased revenues
from the 1999 and 1998 transactions. The remaining 13% increase is attributable
to:



                                      14
<PAGE>   16

         -        basic and digital customer growth at existing cable
                  television systems;
         -        rate increases, implemented primarily during the fourth
                  quarter of 1998, resulting from channel additions, increased
                  programming costs and the pass-through of inflation
                  adjustments;
         -        an increase in pay-per-view revenues due to the third quarter
                  1999 De La Hoya/Trinidad national boxing event and an
                  increase in digital pay-per-view revenues;
         -        growth in local and national advertising sales during 1999;
                  and
         -        growth in data, commercial telephony and residential
                  telephony product offerings.

         Programming costs were $141.0 million for the third quarter of 1999,
an increase of 41% over the same period in 1998. Of this increase, 29% relates
to the 1999 and 1998 transactions. The remaining 12% increase is due to basic
and digital customer growth at existing cable television systems and January
1999 programming rate increases and channel additions. Plant operations
expenses increased 28% to $45.1 million. Of this increase, 20% relates to the
1999 and 1998 transactions. The remaining 8% increase relates to plant
maintenance and costs related to new services at existing cable television
systems.

         Marketing costs increased 57% to $40.6 million. Of this increase, 32%
relates to the 1999 and 1998 transactions, including the acquisition of VPI
Communications, Inc. through the TCA acquisition. The remaining 25% increase
relates to costs associated with the rollout of digital video, high-speed data
and telephony services. General and administrative expenses for the third
quarter of 1999 increased 41% to $135.5 million due to the 1999 and 1998
transactions and costs associated with digital video, high-speed data and
telephony services in newly launched markets.

         Operating cash flow (income before depreciation and amortization), a
non-GAAP measure of performance, is a commonly used financial analysis tool for
measuring and comparing cable television companies in several areas of
liquidity, operating performance and leverage. Operating cash flow increased
42% to $225.7 million for the third quarter of 1999. The operating cash flow
margin (operating cash flow as a percentage of revenues) for the current
quarter was 38.4%, an increase from 38.2% for the third quarter of 1998.

         Depreciation increased to $148.4 million for the third quarter of 1999
compared to $88.7 million during the same period in 1998 due to the 1999 and
1998 transactions and the continued upgrade and rebuild of our broadband
network. Amortization increased to $45.4 million for the third quarter of 1999
compared to $19.8 million during 1998 due to the 1999 and 1998 transactions.
Operating income for the third quarter of 1999 was $31.9 million, a decrease of
37% compared to the same period in 1998.

         Interest expense increased to $71.2 million for the third quarter 1999
compared to $48.7 million for the same period in 1998 primarily due to an
increase in the total debt outstanding. Net gain on investments of $59.5
million was due to the $77.4 million pre-tax gain on the August 1999 exchange
of cable television systems with MediaOne and offset by a $14.9 million pre-tax
loss on August 1999 settlement of the costless collar agreements.

         Minority interest of $6.9 million primarily represents the accrued
distributions on the FELINE PRIDES. Net income for the current quarter was
$11.9 million as compared to $1,067.0 million for the third quarter of 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 1998

         Total revenues for the nine months ended September 30, 1999 were
$1,596.3 million, a 30% increase over revenues of $1,230.1 million for the nine
months ended September 30, 1998. Of this increase, 19% relates to increased
revenues from the 1999 and 1998 transactions. The remaining 11% increase is
attributable to:

         -        basic and digital customer growth at existing cable
                  television systems;



                                      15
<PAGE>   17

         -        rate increases, implemented primarily during the fourth
                  quarter 1998, resulting from channel additions, increased
                  programming costs and the pass-through of inflation
                  adjustments;
         -        an increase in pay-per-view revenues due to the national
                  boxing events during the first and third quarters 1999 and an
                  increase in digital pay-per-view revenues;
         -        growth in local and national advertising sales during 1999;
                  and
         -        growth in data, commercial telephony and residential
                  telephony product offerings.

         Programming costs were $392.1 million for the nine months ended
September 30, 1999, an increase of 35% over the same period in 1998. Of this
increase, 21% relates to the 1999 and 1998 transactions. The remaining 14%
increase is due to basic and digital customer growth at existing cable
television systems, January 1999 programming rate increases, channel additions
and the 1999 pay-per-view events. Plant operations expenses increased 22% to
$120.4 million. Of this increase, 12% relates to the 1999 and 1998
transactions. The remaining 10% increase relates to plant maintenance and costs
related to new services at existing cable television systems.

         Marketing costs increased 34% to $98.1 million. Of this increase, 18%
relates to the 1999 and 1998 transactions, including the acquisition of VPI
Communications, Inc. through the TCA acquisition. The remaining 16% increase
relates to costs associated with the rollout of digital video, high-speed data
and telephony services. General and administrative expenses for the first nine
months of 1999 increased 35% to $375.6 million due to the 1999 and 1998
transactions and costs associated with digital video, high-speed data and
telephony services in newly launched markets.

         Operating cash flow, a non-GAAP measure of performance, is a commonly
used financial analysis tool for measuring and comparing cable television
companies in several areas of liquidity, operating performance and leverage.
Operating cash flow increased 33% to $610.1 million for the first nine months
of 1999. The operating cash flow margin for the nine months ended September 30,
1999 was 38.2%, an increase from 37.4% for the comparable period of 1998.

         Depreciation increased to $378.4 million for the nine months ended
September 30, 1999 compared to $256.2 million during the same period in 1998
due to the 1999 and 1998 transactions and the continued upgrade and rebuild of
our broadband network. Amortization increased to $98.1 million for the nine
months ended September 30, 1999 compared to $56.2 million during 1998 due to
the 1999 and 1998 transactions. Operating income for the nine months ended
September 30, 1999 was $133.7 million, a decrease of 9% compared to the same
period in 1998.

         Interest expense increased to $193.8 million for the nine months ended
September 30, 1999 compared to $152.8 million for the same period in 1998
primarily due to an increase in the total debt outstanding offset by more
favorable average interest rates during 1999. Equity in net losses of
affiliated companies was $87.6 million primarily due to losses associated with
Cox Communications PCS, L.P. Net gain on investments of $1,387.5 million
includes the $908.5 million pre-tax gain on the transfer of Cox's remaining
interest in Cox PCS to Sprint Corporation in May 1999, the $433.1 million
pre-tax gain on the sale of Cox's interest in Telewest Communications plc in
January 1999, the $77.4 million pre-tax gain on the August 1999 exchange of
cable television systems with MediaOne and offset by a $14.9 million pre-tax
loss on August 1999 settlement of the costless collar agreements.

         Minority interest of $6.9 million primarily represents the accrued
distributions on the FELINE PRIDES. Net income for the nine months ended
September 30, 1999 was $768.9 million as compared to $952.8 million for the
comparable period in 1998.



                                      16
<PAGE>   18

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 affiliated companies primarily focused on
telephony, programming and communications-related activities.

         During the nine months ended September 30, 1999, Cox made capital
expenditures of $798.2 million. These expenditures were primarily directed at
upgrading and rebuilding its broadband network for the delivery of high-speed
data and telephony. Capital expenditures for 1999 are expected to range between
$925.0 million and $975.0 million. This estimate does not include any
additional capital expenditures related to pending or consummated 1999
transactions.

         Investments in affiliated companies during the nine months ended
September 30, 1999 consisted primarily of debt and equity funding to NextLink
Nevada. Funding requirements for the remainder of 1999 for investments in
affiliated companies are expected to be approximately $8.0 million. Payments
for purchases of cable television systems primarily represent cash payments to
TCA shareholders in connection with Cox's acquisition of TCA.

         During the nine months ended September 30, 1999, net repayments of
$350.0 million were made for revolving credit borrowings and principal
repayment of $150.0 million was made on the Floating Rate Reset Notes. Net
repayments on commercial paper were $308.6 million.

SOURCES OF CASH

         Cox generated $209.7 million from operating activities during the nine
months ended September 30, 1999. Proceeds from the sale of investments of
$742.6 million relate primarily to the sale of Telewest during first quarter
1999.

         Cox Enterprises continues to perform day-to-day cash management
services for Cox with settlements of balances between Cox and Cox Enterprises
occurring periodically bearing interest at 50 basis points above Cox
Enterprises' current commercial paper borrowings.

         In July 1999, Cox filed a registration statement on Form S-4 with the
Securities and Exchange Commission to register shares of Cox Class A common
stock expected to be issued to TCA shareholders as part of the TCA acquisition
consideration. Also in July 1999, Cox and certain wholly-owned Cox financing
trusts filed a shelf registration statement on Form S-3 with the Securities and
Exchange Commission under which Cox may issue from time to time shares of its
Class A common stock and preferred stock, as well as debentures, bonds, notes
and other evidences of indebtedness, stock purchase contracts and stock
purchase units, and the Cox trusts may issue preferred securities and capital
securities for an aggregate offering amount of up to $8.0 billion.

         In August 1999 under the July 1999 shelf registration, Cox issued:

         -    $2.0 billion aggregate principal amount of senior debt securities
         with maturity dates ranging from August 15, 2000 to August 15, 2009
         and interest rates ranging from LIBOR plus 60 basis points to 7.875%,
         less a discount of $2.9 million and offering costs of $9.2 million;

         -    10.1 million shares of Class A common stock for an aggregate
         offering of $350.3 million, less $12.4 million of offering costs; and

         -    13 million FELINE PRIDES for an aggregate offering of $650.0
         million, less $19.5 million of offering costs and $15.0 million
         allocated to the fair value of the forward contracts embedded in these
         securities. These securities have been classified as mezzanine equity
         on Cox's balance sheet.



                                      17
<PAGE>   19

         Cox used these proceeds to partially finance certain acquisitions, for
capital expenditures, to retire commercial paper indebtedness and for other
general corporate purposes.

         In October 1999, Cox RHINOS Trust, a wholly-owned financing subsidiary
of Cox and a statutory business trust formed under the laws of the State of
Delaware, sold 500,000 of Redeemable Hybrid Income Overnight Shares ("RHINOS")
to a special purpose entity organized by Bank of America, N.A. for an
aggregate offering of $500.0 million, less offering costs of $5.0 million. The
RHINOS are long-term auction rate reset preferred securities of Cox RHINOS
Trust. Cox RHINOS Trust used the proceeds from the sale of the RHINOS and from
Cox's purchase of the common securities of Cox RHINOS Trust to purchase Auction
Rate Reset Senior Notes Series A issued by Cox with economic terms
substantially identical to those of the RHINOS. Cox used the net proceeds
received from the sale of the senior notes to Cox RHINOS Trust for general
corporate purposes. Cox will pay interest with respect to the senior notes and
Cox RHINOS Trust will pay distributions with respect to the RHINOS at a
floating rate based on LIBOR plus 75 basis points. The RHINOS will be presented
as mezzanine equity in Cox's consolidated balance sheet and the distributions
paid by the trust will be presented as minority interest in Cox's consolidated
statement of operations.

         Cox may redeem the RHINOS and the related senior notes with the
proceeds from one or more public offerings of its Class A common stock
underwritten by Banc of America Securities LLC. If the RHINOS remain
outstanding on October 6, 2002 or if the closing price of Cox's Class A common
stock falls below $28.00 per share (subject to adjustment upon the occurrence
of certain events), Cox may be required to remarket the RHINOS pursuant to
their terms in a private auction to Qualified Institutional Buyers. The
interest rate and maturity date of the RHINOS would be reset in connection with
a successful remarketing.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In 1998, SFAS No. 133, "Accounting for Derivative Financial
Instruments and Hedging Activities," was issued. This statement requires that
all derivatives be recognized in the statement of financial position as either
assets or liabilities and measured at fair value. In addition, all hedging
relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133. SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal quarters of fiscal years beginning after June 15, 2000.
Management is in the process of assessing the impact of SFAS No. 133 on the
consolidated financial statements.

OTHER MATTERS

YEAR 2000 READINESS DISCLOSURE

General

         The Year 2000 issue is the potential impact of computer programs and
embedded computer microprocessors being unable to properly process dates or
date-sensitive calculations beyond December 31, 1999. Computer systems that
process dates or date-sensitive calculations may recognize only the last two
digits to identify the year in a date, or identify digits as an instruction.
Accordingly, the year "00" may be recognized as the year 1900 rather than the
year 2000, which may result in miscalculations or system failures. A computer
system is deemed to be year 2000 compliant when it continues to produce
understandable, accurate and predictable results that conform to the original
functional specifications, regardless of the millennium change. Cox recognizes
the importance of this issue and is actively managing an appropriate transition
into the year 2000.

         The initial discussions of Year 2000 readiness exclude information on
pending acquisitions, which are discussed separately, below.



                                      18
<PAGE>   20

State of Readiness

         In June 1997, Cox appointed a project team, using both internal and
external resources, to develop its Year 2000 initiative. Cox is, as necessary,
upgrading and replacing affected information technology systems (such as
computer systems and software applications) and non-information technology
systems (such as equipment with embedded microprocessors). Cox is also
designing a contingency and business continuation plan and will implement these
plans as necessary.

         The project team has developed a plan to assess, remediate, and test
its information technology and non-information technology systems sufficiently
in advance of the year 2000 to reduce the risk of an interruption in critical
services as a result of the millennium date change. The Year 2000 initiative
addresses the following systems:

         -        Applications: custom and packaged software applications;
         -        Infrastructure: local- and wide-area networks, hardware,
                  processors and operating systems;
         -        Plant: the Cox plant, distribution network and programming
                  components; and
         -        Vendors: business-critical third party vendors.

         The general phases of the Year 2000 initiative common to all systems
are as follows:

         -        Phase 1: inventory of all business processes to document the
                  Year 2000 status for each product and service;
         -        Phase 2: assign priorities to identified items;
         -        Phase 3: assess the Year 2000 compliance of items determined
                  to be material to Cox;
         -        Phase 4: repair or replace material items that are determined
                  not to be Year 2000 compliant;
         -        Phase 5: test material items;
         -        Phase 6: integration testing of multiple information
                  technology and non-information technology assets, both custom
                  and vendor-provided, to determine correct manipulation of
                  dates and date-related data; and
         -        Phase 7: design and implement contingency and business
                  continuation plans for each organization and Cox location,
                  where appropriate.

                  STATUS OF INITIATIVE AS OF NOVEMBER 1, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
             APPLICATIONS   INFRASTRUCTURE    PLANT          VENDORS
-------------------------------------------------------------------------------
<S>          <C>            <C>             <C>             <C>
Phase 1-4      Complete       Complete      Complete        Complete
-------------------------------------------------------------------------------
Phase 5        Complete       Complete      Complete        Complete
-------------------------------------------------------------------------------
Phase 6        Complete       Complete      Complete        Complete
-------------------------------------------------------------------------------
Phase 7        Complete       Complete      Substantially   Complete
                                            complete
-------------------------------------------------------------------------------
</TABLE>

         Applications. Applications consist of custom and packaged software. In
1995, Cox began a company-wide business systems replacement project to meet the
growth in the cable business and to meet emerging business needs. Accordingly,
Cox was in the process of replacing or upgrading substantially all applications
irrespective of the Year 2000 issue.

         Cox's two most critical applications are its common financial system
and the cable operation support and billing system. The financial system is
based on packaged software from JDEdwards. This software was upgraded to
version 7.5 during fourth quarter 1998. Cox has made appropriate inquiries and
JDEdwards has provided certification that Version 7.5 is Year 2000 compliant.
Cox operates all of its cable properties using the ICOMS subscriber management
system licensed from Convergys, Inc. Cox has made appropriate inquiries and
Convergys, Inc. has provided opinions indicating that the release of ICOMS used
by Cox cable television systems, other than those recently acquired from TCA
Cable TV, Inc. (see below),



                                      19
<PAGE>   21

is Year 2000 compliant. Additionally, Cox has conducted its own testing of its
billing and customer care platform. Such testing has included the testing of
interfaces with numerous external partners including @Home, bill printers and
lockboxes. Such testing resulted in no critical failures.

         Cox has a very limited inventory of custom or in-house developed
software. Cox believes that all such software has been made Year 2000
compliant.

         Infrastructure. Infrastructure consists of local- and wide-area
networks, hardware, processors and operating systems. Cox has received
recommendations from significant vendors as to the appropriate version of
software needed to be Year 2000 compliant. Cox has implemented such upgrades as
are required for Year 2000 compliance on all central processor resources as
well as all LAN and WAN elements. The project team has also conducted reviews
of non-information technology systems (i.e., elevator, automated lighting,
building security systems, fire suppression systems, etc.). Based upon the
project team's review, Cox has concluded that exposure from non-information
technology systems failing to be Year 2000 compliant is limited and does not
pose a material operational or financial risk to the company. Systems that were
found to be non-compliant have been upgraded.

         Plant. The cable plant is comprised of an integrated distribution
network providing video, voice and data services to its customers. In 1995, Cox
began to deploy fiber optic cable and to upgrade the technical quality of its
hybrid fiber-coaxial broadband network facilitating the delivery of additional
programming and services. As a result, substantially all of Cox's cable plant
equipment and software is state-of-the-art, which has helped to reduce the
level of plant Year 2000 issues. As of November 1, 1999, Cox has received all
known necessary hardware and software upgrades to its plant. Cox plans to
perform its last upgrade to its digital controllers during the first half of
November. All other upgrades, known to be required, are complete and the plant
is deemed to be Year 2000 ready for all video, voice, and data services. Cox
has developed testing and integration testing procedures, and has completed
significant testing activity. Due to the nature of the cable plant network,
testing procedures are dependent on testing performed by vendors and Cox in a
non-production environment. Cox has evaluated all equipment used to provide
Emergency Alert Services. All such equipment has been certified by its supplier
to be Year 2000 compliant.

         Vendors. Cox's assessment of its vendors includes a formal
communication program with Cox's significant vendors to determine the extent to
which Cox is vulnerable should those third parties fail to remediate their own
Year 2000 non-compliance. In addition, Cox has completed testing with certain
key vendors. With respect to customers, most of Cox's customer base consists of
individual subscribers; thus, vulnerability to a few key customers is not a
significant risk to Cox. Cox is not aware of any anticipated Year 2000
non-compliance by its vendors or customers that could materially affect Cox's
business operations; however, Cox does not control the systems of other
companies and cannot assure that such systems will be converted in a timely
fashion and, if not converted, would not have an adverse effect on Cox's
business operations.

         Like most other companies, Cox is dependent upon a variety of external
suppliers including vendors providing electrical power, local and long distance
telephone services, data networking services, water, fuel for vehicles and
other necessary commodities. Cox also relies upon the interstate banking system
and related electronic communications for such functions as transmitting
financial data from field locations to the home office and sweeping cash into
lockboxes. Cox is currently not aware of any material non-compliance by these
vendors that will materially affect Cox's business operations; however, Cox
does not control these systems and cannot assure that they will be converted in
a timely fashion and, if not converted, would not have an adverse effect on
Cox's business operations.

Lockdown and Event Management

         Cox has entered a lockdown of its susceptible systems beginning
November 1, 1999. After that date, all material changes must be approved by its
Chief Information Officer. This lockdown period is expected to terminate in
late January 2000.



                                      20
<PAGE>   22

         Cox has made arrangements to ensure that appropriate personnel,
including key engineering and information technology resources, are available
to respond to any situations that may be encountered. A coordinated group will
have the resources required to identify, track, prioritize, remediate, and
report on any events encountered.

Costs

         Total costs associated with Year 2000 compliance are not expected to
be material to Cox's financial position. Most of the costs associated with
Cox's applications systems, including subscriber equipment, upgrades and
replacements are being incurred irrespective of the Year 2000 initiative. In
addition, the timing of these upgrades and replacements has not been
accelerated in order to become Year 2000 compliant. As of November 1, 1999, the
total incremental costs expended on the Year 2000 initiative is approximately
$2.4 million. Cox expects that the total incremental costs of the Year 2000
initiative upon completion will be less than $3.0 million.

Risks and Reasonably Likely Worst Case Scenarios

         The failure to correct a material Year 2000 problem could result in
system failures leading to a disruption in, or failure of certain normal
business activities or operations. Such failures could materially and adversely
affect Cox's results of operations, liquidity and financial condition. Due to
the general uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of third-party suppliers and
customers, Cox is unable to determine at this time whether the consequences of
Year 2000 failures will have a material impact on Cox's results of operations,
liquidity or financial condition. The Year 2000 initiative is expected to
significantly reduce Cox's level of uncertainty about the Year 2000 problem
and, in particular, about the Year 2000 compliance and readiness of its
material vendors. Cox believes that the new applications and cable plant
business systems implemented since 1995 and its Year 2000 initiative reduce the
possibility of significant disruptions to normal operations.

Closed and Pending Acquisitions

         Cox has completed the TCA acquisition, as well as the acquisition of
certain cable television systems from Media General, MediaOne, First
Commonwealth Communications, Inc. and Cable Plus Holding Company. Prior to the
acquisition of each of these systems, their respective owners began implementing
its own Year 2000 readiness initiative. In connection with each acquisition, the
seller has either covenanted, warranted or represented to Cox that the acquired
systems are either already Year 2000 compliant, that such systems will be
compliant before the respective acquisitions' closing dates, or that it is on
track with its plan to address the Year 2000 problem. Cox is in the process of
verifying the compliance claims, and further, has negotiated certain contractual
rights in connection with the acquisitions providing recourse against the
sellers in the event that covenants, representations, and warranties relating to
Year 2000 readiness are not met. Following the closing of the recent
transactions, Cox has identified and in some cases remediated certain systems
and components. At present, Cox is unaware of any likely material failures.
However, the acquired systems operate on diverse platforms, some of which are
based on older and possibly outdated technologies and in some instances have not
been certified compliant by their vendors.

         Cox is also in the process of acquiring certain cable televisions
systems from Gannett Co., Inc. and AT&T and anticipates closing these
acquisitions during the first half of 2000. Certain historical information on
Year 2000 readiness for systems acquired from Gannett and AT&T, both of whom are
required to make periodic filings with the SEC, may be available in those
companies' respective 10-Q filings.



                                      21
<PAGE>   23

Contingency and Business Continuation Plan

         The Year 2000 initiative calls for suitable contingency planning for
Cox's at-risk business functions. Cox normally makes contingency plans in order
to avoid interrupted service providing video, voice and data products to Cox's
customers. The normal contingency planning has been and is being revised where
appropriate, to specifically address Year 2000 exposure with respect to service
to customers.

         All statements relating to the Year 2000 made in Forms 10-K, 10-Q or
registration statements filed by Cox with the SEC after January 1, 1996 are
hereby incorporated by reference and designated as Year 2000 Readiness
Disclosures.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Cox has estimated the fair values of financial instruments using
available market information and 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 amounts of cash, accounts receivable, other assets,
accounts payable, deferred income and amounts due to Cox Enterprises are
reasonable estimates of their fair value at September 30, 1999 and December 31,
1998.

         The estimated fair value of debt instruments is based on discounted
cash flow analyses using Cox's incremental borrowing rate for similar types of
borrowing arrangements and dealer quotations. The commercial paper and the
floating rate notes at September 30, 1999 and the revolving credit agreements,
commercial paper and Floating Rate Reset Notes at December 31, 1998 bear
interest at current market rates and, thus, approximate fair value. Cox is
exposed to interest rate volatility with respect to the foregoing variable rate
debt instruments.

         The estimated fair value of Cox's remaining debt instruments at
September 30, 1999 was $3,887.0 million compared to a carrying amount of
$4,062.6 million. The estimated fair value of the remaining debt instruments at
December 31, 1998 was $2,385.7 million compared to a carrying amount of
$2,393.6 million. In addition, the effect of a hypothetical one percentage
point decrease in interest rates would increase the estimated fair value of the
remaining debt instruments with a carrying amount of $4,062.6 million to
$4,102.9 million at September 30, 1999 and $2,393.6 million to $2,540.6 million
at December 31, 1998.

         The fair values of some of Cox's investments are estimated based on
quoted market prices for those or similar investments. For cost method
investments for which there are no quoted market prices, a reasonable estimate
of fair value was not practicable as such estimate could not be made without
incurring excessive costs.

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On October 9, 1997, three individual subscribers filed a putative
class action suit in Superior Court of the State of California, County of San
Diego against Cox and its cable television system subsidiaries in California
arising out of the manner in which such systems sell premium channel cable
services. The suit alleges that Cox's California Systems unlawfully require
limited basic cable customers to purchase the expanded basic services tier in
order to purchase premium channels, i.e., channels sold on an a-la-carte basis
such as Home Box Office and Showtime. The suit asserts causes of action under
California antitrust



                                      22
<PAGE>   24

and consumer protection laws. The suit seeks injunctive relief as well as an
order awarding the class members compensatory damages, plus statutory damages,
punitive damages, interest and attorney's fees. On February 13, 1998, the Court
granted Cox's motion to stay the suit and referred it on grounds of Primary
Jurisdiction to the Federal Communications Commission for consideration of
issues best addressed by the FCC's expertise should the plaintiffs elect to
file a complaint with the FCC. The plaintiffs filed a Petition for Order to
Show Cause against Cox on October 1, 1998. In addition, they sought to have the
stay lifted by the court. On January 15, 1999, the court denied the plaintiff's
motion to lift the stay. On July 19, 1999, the FCC dismissed the Petition
without prejudice to any further FCC action at a later date. In doing so, the
FCC found that Cox has complied with the rules at issue with regard to its
southern San Diego operations where the three named petitioners are
subscribers. At a status conference on October 21, 1999, the Court gave the
plaintiffs 30 days to file an amended complaint and the defendants 30 days
thereafter to file a response. Cox will continue to defend the action
vigorously. The outcome of this matter cannot be predicted at this time.

         Cox and certain subsidiaries are defendants in eight putative
subscriber class action suits in state courts in Arizona, Oklahoma, Louisiana,
Florida, Nebraska, Indiana, Texas and Nevada initiated between October 17, 1997
and December 17, 1998. The suits all 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 various claimed causes of action under various bodies of state
law. These actions are in different stages of defense and, in four cases, the
parties have reached settlement agreements. Settlements in Oklahoma and Florida
have been approved by the court. Settlements in Arizona and Nevada are pending
court approval. The court approval of the settlement of the Florida case is on
appeal, pending oral argument. The remaining actions are being defended
vigorously. The outcome of these matters cannot be predicted at this time.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On October 6, 1999, Cox RHINOS Trust, a wholly owned financing
subsidiary of Cox, sold securities in a transaction exempt from registration
pursuant to Section 4(2) under the Securities Act of 1933. For more information
regarding this transaction, see Note 7 to Cox's consolidated financial
statements. Banc of America Securities, LLC acted as placement agent for this
transaction and is entitled to receive an aggregate placement fee of $12.5
million for such services, $5.0 million of which was paid at closing.



                                      23
<PAGE>   25

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

<TABLE>
                  <S>      <C>
                  4.1  --  Second Supplemental Indenture, dated as of October
                           6, 1999, by and between Cox Communications, Inc., as
                           Issuer and The Bank of New York, as Trustee.

                  4.2  --  Guarantee Agreement, dated as of October 6, 1999, by
                           and between Cox Communications, as Guarantor and The
                           Bank of New York as Guarantee Trustee.

                  10.1 --  Remarketing Agreement, dated as of October 6, 1999,
                           by and among Cox Communications, Inc., Cox RHINOS
                           Trust and Banc of America Securities LLC.

                  10.2 --  Amended and Restated 364-Day Credit Agreement, dated
                           as of September 28, 1999, by and among Cox
                           Communications, Inc., Bank of America National Trust
                           and Savings Association, as Syndication Agent, The
                           Bank of New York and Wachovia Bank, N.A., as
                           Co-Documentation Agents, Chase Bank of Texas,
                           National Association, as Administrative Agent for
                           the Banks, and Chase Securities Inc., as Sole Book
                           Manager and Lead Arranger.

                  10.3 --  Amended and Restated Five-Year Credit Agreement,
                           dated as of September 28, 1999, by and among Cox
                           Communications, Inc., The Chase Manhattan Bank, as
                           Documentation Agent, Chase Bank of Texas, National
                           Association, as Administrative Agent for the Banks,
                           and Chase Securities Inc., as Sole Book Manager and
                           Lead Arranger.

                  27   --  Financial Data Schedule (for SEC use only).
</TABLE>

         (b) Reports on Form 8-K filed during the quarter ended September 30,
             1999:

         Form 8-K dated July 7, 1999 (filed July 7, 1999) reporting the
         proposed acquisition of AT&T cable television systems under Item 5.
         The 8-K was amended on July 28, 1999, August 10, 1999 and August 11,
         1999 by filing the associated Agreement and Plan of reorganization as
         Exhibit 2.1 and including certain pro forma financial statements under
         Item 7.

         Form 8-K dated July 27, 1999 (filed July 27, 1999) reporting the
         proposed acquisition of cable television systems from Gannett Co.,
         Inc. under Item 5 and filing the associated Asset Purchase Agreement
         as Exhibit 2.1 under Item 7.

         Form 8-K dated August 12, 1999 (filed August 23, 1999) reporting the
         consummation of certain public offerings by Cox under Item 5 and
         incorporating by reference certain documents into Cox's registration
         statement on Form S-3 (File No. 333-82575) under Item 7.

         Form 8-K dated August 12, 1999 (filed August 25, 1999) reporting the
         completion of Cox's acquisition of TCA under Item 5 and filing certain
         related documents under Item 7.



                                      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.




       /s/ Jimmy W. Hayes                          Date:  November 8, 1999
----------------------------------------
      Jimmy W. Hayes
      Executive Vice President,
      Finance and Administration
      and Chief Financial Officer
      (Principal Financial Officer)



                                      25