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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K/A(Amendment No. 1)

(Mark One)

|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------
|    | For the fiscal year ended December 31, 2001                                         

OR

|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------------
|     | For the transition period from  to                                                      

Commission File Number 1-6590

COX COMMUNICATIONS LOGO

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

58-2112281(I.R.S. Employer Identification No.)1400 Lake Hearn Drive, Atlanta, Georgia(Address of principal executive offices)

30319(Zip Code)


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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

The
principal exchange for the following securities is the New York Stock Exchange:
Class A Common Stock, $1.00 par value
Income PRIDES
Growth PRIDES
Exchangeable Subordinated Debentures due 2029
Exchangeable Subordinated Debentures due 2030
Exchangeable Subordinated Discount Debentures due 2020

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None

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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this
Form 10-K. ý

As
of February 28, 2002, the aggregate market value of the Class A Common Stock held by non-affiliates of the registrant was $7.126 billion based on the
closing price on the New York Stock Exchange on such date.

There
were 573,139,206 shares of Class A Common Stock and 27,597,792 shares of Class C Common Stock outstanding as of February 28, 2002.

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Explanatory Note

This
amended report on Form 10-K/A is being filed solely to correct a typographical printing error. In the original report on Form 10-K, the captions to the columns on the Consolidated Balance
Sheets indicating December 31, 2001 and 2000 were reversed. This amendment includes Consolidated Balance Sheets with the year-end captions over the correct columns and an updated consent of the
independent auditors. Accordingly, pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, this amendment contains the complete text of Item 8. "Consolidated Financial
Statements and Supplementary Data" and Item 14. "Exhibits, Financial Statement Schedules and Reports on Form 8-K" as amended.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

COX COMMUNICATIONS, INC.        CONSOLIDATED BALANCE SHEETS

|                                                                                           |                                                                                                                                                                                            | December 31                                |           
|------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ----------
|
|
|Assets                                                                                     |                                                                                                                                                                                            |                                            |           
|Cash                                                                                       |                                                                                                                                                                                            | $                                          | 86,860    
|Accounts and notes receivable, less allowance for doubtful accounts of $33,514 and $25,636 |                                                                                                                                                                                            |                                            | 421,111   
|Net plant and equipment                                                                    |                                                                                                                                                                                            |                                            | 7,127,908 
|Investments                                                                                |                                                                                                                                                                                            |                                            | 3,515,233 
|Intangible assets                                                                          |                                                                                                                                                                                            |                                            | 13,510,894
|Amounts due from Cox Enterprises, Inc. (CEI)                                               |                                                                                                                                                                                            |                                            | 13,245    
|Other assets                                                                               |                                                                                                                                                                                            |                                            | 386,185   
|                                                                                           |                                                                                                                                                                                            |                                            |           
|                                                                                           |                                                                                                                                                                                            | Total assets                               |           
|                                                                                           |                                                                                                                                                                                            |                                            |           
|Liabilities and shareholders' equity                                                       |                                                                                                                                                                                            |                                            |           
|Accounts payable and accrued expenses                                                      |                                                                                                                                                                                            | $                                          | 674,426   
|Deferred income taxes                                                                      |                                                                                                                                                                                            |                                            | 4,538,288 
|Other liabilities                                                                          |                                                                                                                                                                                            |                                            | 470,397   
|Debt                                                                                       |                                                                                                                                                                                            |                                            | 8,417,675 
|                                                                                           |                                                                                                                                                                                            |                                            |           
|                                                                                           |                                                                                                                                                                                            | Total liabilities                          |           
|                                                                                           |                                                                                                                                                                                            |                                            |           
|Commitments and contingencies (Note 17)                                                    |                                                                                                                                                                                            |                                            |           
|Minority interest in equity of consolidated subsidiaries                                   |                                                                                                                                                                                            |                                            | 129,121   
|Cox-obligated capital and preferred securities of subsidiary trusts                        |                                                                                                                                                                                            |                                            | 1,155,738 
|Shareholders' equity                                                                       |                                                                                                                                                                                            |                                            |           
|                                                                                           | Series A convertible preferred stockliquidation preference of $22.1375 per share, $1 par value; 10,000,000 shares of preferred stock authorized; shares issued and outstanding: 4,836,372 |                                            |           
|                                                                                           | Class A common stock, $1 par value; 671,000,000 shares authorized; shares issued: 578,493,107 and 577,725,528; shares outstanding: 572,994,707 and 572,227,128                             |                                            |           
|                                                                                           | Class C common stock, $1 par value; 62,000,000 shares authorized; shares issued and outstanding: 27,597,792                                                                                |                                            |           
|                                                                                           | Additional paid-in capital                                                                                                                                                                 |                                            |           
|                                                                                           | Retained earnings                                                                                                                                                                          |                                            |           
|                                                                                           | Accumulated other comprehensive income                                                                                                                                                     |                                            |           
|                                                                                           | Class A common stock in treasury, at cost: 5,498,400 shares                                                                                                                                |                                            |           
|                                                                                           |                                                                                                                                                                                            |                                            |           
|                                                                                           |                                                                                                                                                                                            | Total shareholders' equity                 |           
|                                                                                           |                                                                                                                                                                                            |                                            |           
|                                                                                           |                                                                                                                                                                                            | Total liabilities and shareholders' equity |           
|                                                                                           |                                                                                                                                                                                            |                                            |           

See
notes to consolidated financial statements.

1

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COX COMMUNICATIONS, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                                                      |                                                                   | Year Ended December 31 |            
|----------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ---------------------- | -----------
|
|
|Revenues                                                                                              |                                                                   | $                      | 4,066,969  
|Costs and expenses                                                                                    |                                                                   |                        |            
|                                                                                                      | Programming costs                                                 |                        |            
|                                                                                                      | Selling, general and administrative                               |                        |            
|                                                                                                      | Depreciation                                                      |                        |            
|                                                                                                      | Amortization                                                      |                        |            
|                                                                                                      | Gain on sale and exchange of cable systems                        |                        |            
|                                                                                                      |                                                                   |                        |            
|Operating income (loss)                                                                               |                                                                   |                        | (118,253   
|Interest expense                                                                                      |                                                                   |                        | (565,934   
|Loss on derivative instruments, net                                                                   |                                                                   |                        | (211,963   
|Equity in net losses of affiliated companies                                                          |                                                                   |                        | (40,043    
|Gain on investments, net                                                                              |                                                                   |                        | 1,151,172  
|Other, net                                                                                            |                                                                   |                        | (11,882    
|                                                                                                      |                                                                   |                        |            
|Income before income taxes, minority interest and cumulative effect of change in accounting principle |                                                                   |                        | 203,097    
|Income tax expense                                                                                    |                                                                   |                        | 94,039     
|                                                                                                      |                                                                   |                        |            
|Income before minority interest and cumulative effect of change in accounting principle               |                                                                   |                        | 109,058    
|Minority interest, net of tax                                                                         |                                                                   |                        | (71,147    
|                                                                                                      |                                                                   |                        |            
|Income before cumulative effect of change in accounting principle                                     |                                                                   |                        | 37,911     
|Cumulative effect of change in accounting principle, net of tax                                       |                                                                   |                        | 717,090    
|                                                                                                      |                                                                   |                        |            
|Net income                                                                                            |                                                                   | $                      | 755,001    
|                                                                                                      |                                                                   |                        |            
|Share data                                                                                            |                                                                   |                        |            
|Basic net income per share                                                                            |                                                                   |                        |            
|Basic weighted-average shares outstanding                                                             |                                                                   |                        | 600,365,787
|                                                                                                      | Income before cumulative effect of change in accounting principle |                        | $          
|                                                                                                      | Cumulative effect of change in accounting principle               |                        |            
|                                                                                                      |                                                                   |                        |            
|Basic net income per share                                                                            |                                                                   | $                      | 1.26       
|                                                                                                      |                                                                   |                        |            
|Diluted net income per share                                                                          |                                                                   |                        |            
|Diluted weighted-average shares outstanding                                                           |                                                                   |                        | 608,816,689
|                                                                                                      | Income before cumulative effect of change in accounting principle |                        | $          
|                                                                                                      | Cumulative effect of change in accounting principle               |                        |            
|                                                                                                      |                                                                   |                        |            
|Diluted net income per share                                                                          |                                                                   | $                      | 1.24       
|                                                                                                      |                                                                   |                        |            

See
notes to consolidated financial statements.

2

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COX COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           | Class A
Common
Stock in
Treasury,
at Cost |           |           |   |           |           
|----------------- | ---------------------------------------------------------------------------------------------------------------------------------- | - | ----- |  | - | ------- | ------ | - | ------ |  | - | --------- | --------- | ----------------------------------------- | --------- | --------- | - | --------- | ----------
|
|
|
|
|December 31, 1998 |                                                                                                                                    | $ | 4,836 |  | $ | 527,112 |        | $ | 27,598 |  | $ | 1,872,477 |           | $                                         | 1,350,277 |           | $ | 1,594,266 |           
|                  | Net income                                                                                                                         |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           | 881,928   |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Issuance of stock related to stock compensation plans (including tax benefit on stock options exercised)                           |   |       |  |   |         | 634    |   |        |  |   |           | 14,054    |                                           |           |           |   |           |           
|                  | Issuance of stock related to the TCA merger                                                                                        |   |       |  |   |         | 38,323 |   |        |  |   |           | 1,607,051 |                                           |           |           |   |           |           
|                  | Issuance of common stock related to public offering                                                                                |   |       |  |   |         | 10,100 |   |        |  |   |           | 327,784   |                                           |           |           |   |           |           
|                  | Fair value of forward purchase contracts, less the present value of contract adjustment payments issued as a part of FELINE PRIDES |   |       |  |   |         |        |   |        |  |   |           | 14,273    |                                           |           |           |   |           |           
|                  | Change in net accumulated unrealized gain on securities, net of tax                                                                |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Other comprehensive income                                                                                                         |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           | 3,264,871 
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Comprehensive income                                                                                                               |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|December 31, 1999 |                                                                                                                                    |   | 4,836 |  |   | 576,169 |        |   | 27,598 |  |   | 3,835,639 |           |                                           | 2,232,205 |           |   | 4,859,137 |           
|                  | Net income                                                                                                                         |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           | 1,925,255 |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Issuance of stock related to stock compensation plans (including tax benefit on stock options exercised)                           |   |       |  |   |         | 1,557  |   |        |  |   |           | 30,713    |                                           |           |           |   |           |           
|                  | Purchase of 5,498,400 shares of Class A common stock for treasury, at cost                                                         |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Proceeds from issuance of put options                                                                                              |   |       |  |   |         |        |   |        |  |   |           | 6,374     |                                           |           |           |   |           |           
|                  | Change in net accumulated unrealized gain on securities, net of tax                                                                |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Other comprehensive loss                                                                                                           |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           | (4,071,321
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Comprehensive loss                                                                                                                 |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|December 31, 2000 |                                                                                                                                    |   | 4,836 |  |   | 577,726 |        |   | 27,598 |  |   | 3,872,726 |           |                                           | 4,157,460 |           |   | 787,816   |           
|                  | Net income                                                                                                                         |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           | 755,001   |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Issuance of stock related to stock compensation plans (including tax benefit on stock options exercised)                           |   |       |  |   |         | 767    |   |        |  |   |           | 18,431    |                                           |           |           |   |           |           
|                  | Change in net accumulated unrealized gain on securities, net of tax                                                                |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Cumulative effect of change in accounting principle, net of tax                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Other comprehensive loss                                                                                                           |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           | (314,681  
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  | Comprehensive income                                                                                                               |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           
|December 31, 2001 |                                                                                                                                    | $ | 4,836 |  | $ | 578,493 |        | $ | 27,598 |  | $ | 3,891,157 |           | $                                         | 4,912,461 |           | $ | 473,135   |           
|                  |                                                                                                                                    |   |       |  |   |         |        |   |        |  |   |           |           |                                           |           |           |   |           |           

See notes to consolidated financial statements.

3

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COX COMMUNICATIONS, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                                      |                                                                 | Year Ended December 31                    |           
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ----------
|
|
|Cash flows from operating activities                                                                                  |                                                                 |                                           |           
|Net income                                                                                                            |                                                                 | $                                         | 755,001   
|Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions:     |                                                                 |                                           |           
|                                                                                                                      | Depreciation and amortization                                   |                                           |           
|                                                                                                                      | Gain on sale and exchange of cable systems, net                 |                                           |           
|                                                                                                                      | Loss on derivative instruments, net                             |                                           |           
|                                                                                                                      | Equity in net losses of affiliated companies                    |                                           |           
|                                                                                                                      | Deferred income taxes                                           |                                           |           
|                                                                                                                      | Gain on investments, net                                        |                                           |           
|                                                                                                                      | Minority interest, net of dividends paid                        |                                           |           
|                                                                                                                      | Cumulative effect of change in accounting principle, net of tax |                                           |           
|(Increase) decrease in accounts and notes receivable                                                                  |                                                                 |                                           | 848       
|(Increase) decrease in prepaid expenses                                                                               |                                                                 |                                           | (40,324   
|Increase (decrease) in accounts payable and accrued liabilities                                                       |                                                                 |                                           | (30,363   
|Increase (decrease) in other liabilities                                                                              |                                                                 |                                           | 42,539    
|Increase (decrease) in taxes payable                                                                                  |                                                                 |                                           | 328,541   
|Other, net                                                                                                            |                                                                 |                                           | 55,238    
|                                                                                                                      |                                                                 |                                           |           
|                                                                                                                      |                                                                 | Net cash provided by operating activities |           
|                                                                                                                      |                                                                 |                                           |           
|Cash flows from investing activities                                                                                  |                                                                 |                                           |           
|Capital expenditures                                                                                                  |                                                                 |                                           | (2,205,451
|Investments in affiliated companies                                                                                   |                                                                 |                                           | (53,991   
|Proceeds from the sale and exchange of investments                                                                    |                                                                 |                                           | 1,316,192 
|Payments for purchases of cable systems                                                                               |                                                                 |                                           | (1,495    
|(Increase) decrease in amounts due from CEI                                                                           |                                                                 |                                           | (7,437    
|Other, net                                                                                                            |                                                                 |                                           | (1,160    
|                                                                                                                      |                                                                 |                                           |           
|                                                                                                                      |                                                                 | Net cash used in investing activities     |           
|                                                                                                                      |                                                                 |                                           |           
|Cash flows from financing activities                                                                                  |                                                                 |                                           |           
|Revolving credit and commercial paper borrowings (repayments), net                                                    |                                                                 |                                           | (801,385  
|Proceeds from issuance of debt, net of debt issuance costs, and capital and preferred securities of subsidiary trusts |                                                                 |                                           | 1,405,887 
|Repayment of debt                                                                                                     |                                                                 |                                           | (386,728  
|Decrease in amounts due to CEI                                                                                        |                                                                 |                                           |          
|Proceeds from issuance of Class A common stock, net of offering costs                                                 |                                                                 |                                           | 10,595    
|Repurchase of Class A common stock                                                                                    |                                                                 |                                           |          
|Distributions paid on capital and preferred securities of subsidiary trusts                                           |                                                                 |                                           | (75,955   
|Other, net                                                                                                            |                                                                 |                                           | 10,578    
|                                                                                                                      |                                                                 |                                           |           
|                                                                                                                      |                                                                 | Net cash provided by financing activities |           
|                                                                                                                      |                                                                 |                                           |           
|Net increase in cash                                                                                                  |                                                                 |                                           | 8,418     
|Cash at beginning of period                                                                                           |                                                                 |                                           | 78,442    
|                                                                                                                      |                                                                 |                                           |           
|Cash at end of period                                                                                                 |                                                                 | $                                         | 86,860    
|                                                                                                                      |                                                                 |                                           |           

See notes to consolidated financial statements.

4

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COX COMMUNICATIONS, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Cox Communications, Inc. (Cox), an indirect 65.5% majority-owned subsidiary of Cox Enterprises, Inc. (CEI), is one of the nation's largest
multi-service advanced communications companies, serving more than 6.2 million customers as of December 31, 2001. Cox owns U.S. broadband network operations and investments focused on
cable programming, telecommunications and technology. Cox operates in one operating segment, broadband communications.

2. Summary of Significant Accounting Policies and Other Items

Basis of Consolidation

The consolidated financial statements include the accounts of Cox and all wholly-owned, majority-owned or controlled subsidiaries. All intercompany accounts and
transactions among consolidated entities have been eliminated.

Use of Estimates

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.

Plant and Equipment

Plant and equipment are stated at cost less accumulated depreciation. Additions to cable plant generally include material, labor and indirect costs. Depreciation
is computed using the straight-line method over estimated useful lives as follows: five to 20 years for buildings and building improvements; five to 12 years for cable
systems; and three to 10 years for other plant and equipment. Cox evaluates the depreciation periods of plant and equipment to determine whether events or circumstances warrant revised
estimates of useful lives.

The
costs associated with the construction of cable transmission and distribution facilities and new cable service installations are capitalized. Costs include all direct labor and
materials as well as certain indirect costs. The amount of indirect costs that are capitalized, which include employee benefits, warehousing and transportation costs, are estimated based on historical
construction costs. Cox performs semi-annual evaluations of these estimates and any changes to the estimates, which may be significant, are included prospectively in the period in which
the evaluations are completed. Expenditures for maintenance and repairs are charged to operating expense as incurred. At the time of retirements, sales or other dispositions of property, the original
cost and related accumulated depreciation are removed from the respective accounts, and the gains and losses are presented as a component of operating income.

Investments

Investments in affiliated entities are accounted for either under the equity method or are stated at cost depending on 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 investee's
income or loss, additional contributions made and dividends received. When Cox's cumulative proportionate share of loss exceeds the carrying amount of the equity method

5

---

investment, application of the equity method is suspended and Cox's proportionate share of the investees' loss is not recognized unless Cox is committed to provide further financial support to the
investee, including advances from Cox. Cox will resume application of the equity method when the investee becomes profitable and Cox's proportionate share of the investees' earnings equals its
cumulative proportionate share of losses that were not recognized during the period the application of the equity method was suspended. Investments stated at cost are adjusted for any known diminution
in value determined to be other than temporary.

Investments
in publicly traded entities are classified as available-for-sale or trading under Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities,and are recorded at their fair value. Unrealized gains and losses resulting from
changes in fair value of available-for-sale securities between measurement dates are recognized as a component of accumulated other comprehensive income. Realized losses for any decline in market
value of available-for-sale securities considered to be other than temporary are recognized in earnings. Realized gains and losses on investments sold or impaired are recognized using the
first-in first-out method. Unrealized gains and losses resulting from changes in fair value of trading securities are recognized in earnings.

Intangible Assets

Franchise value is derived from the value ascribed to an acquired subscriber base for which Cox is granted a non-exclusive cable system franchise. Cox
has never had a franchise revoked, and it has never been denied a franchise renewal. As an incumbent franchisee, Cox's renewal applications are granted by the local franchising authority on their own
merits and not as part of a comparative process with competing applications. A local franchising authority may not unreasonably withhold the renewal of a franchise. Accordingly, franchise value is
amortized using the straight-line method over a period of 40 years. The excess cost over the fair value of net assets acquired is amortized using the straight-line
method over its estimated useful life not to exceed 40 years.

Cox
assesses on an on-going basis the recoverability of certain intangible assets based on estimates of future undiscounted cash flows for the applicable business acquired
compared to net book value. If the future undiscounted cash flow estimate is less than net book value, net book value is then reduced to the fair value. Cox also evaluates the amortization periods of
intangible assets to determine whether events or circumstances warrant revised estimates of useful lives.

Valuation of Long-Lived Assets

Cox evaluates the recoverability of long-lived assets, including plant and equipment and intangible assets, for impairment when events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable, with any impairment losses being reported in the period in which the recognition criteria are first applied based on
the fair value of the asset. Long-lived assets and certain intangible assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Income Taxes

Cox provides for income taxes using the liability method in accordance with SFAS No. 109,Accounting for Income
Taxes. SFAS No. 109 requires an asset and liability based approach in accounting for income taxes. Deferred income taxes reflect the net tax effect on future years of
temporary differences between the

6

---

carrying amount of assets and liabilities for financial statement and income tax purposes. Valuation allowances reduce deferred tax assets to an amount that represents management's best estimate of
such deferred tax assets that more likely than not will be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment.

Debt Issuance Costs

Costs associated with the refinancing and issuance of debt as well as debt discounts, if any, are deferred and expensed as interest over the term of the related
debt agreement.

Revenue Recognition

Revenue is recognized as broadband communications services are provided, as persuasive evidence of an arrangement exists, the price to the customer is fixed and
determinable and collectability is reasonably assured. Credit risk is managed by disconnecting services to customers who are delinquent. Other revenues are recognized as services are provided.
Revenues obtained from the connection of customers to the broadband network are less than related direct selling costs. Therefore, such revenues are recognized as connections have been completed.

Pension, Postretirement and Postemployment Benefits

Cox provides defined pension benefits to substantially all employees based on years of service and compensation during those years. Cox provides certain health
care and life insurance benefits to substantially all employees and retirees through certain CEI plans. Expense related to the CEI plans is allocated to Cox through the intercompany account. The
amount of the allocations is based on actuarial determinations of the effects of Cox employees' participation in the plans.

Stock Compensation Plans

Cox accounts for employee equity-based compensation using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and discloses the pro forma effect on net income and earnings per share of using the fair value method as
required by SFAS No. 123,Accounting for Stock-Based Compensation.

Gain on Issuance of Stock by Affiliated Companies

Gains recognized on the issuance of stock by affiliated entities are reflected as income in the Consolidated Statements of Operations in accordance with Staff
Accounting Bulletin (SAB) No. 51,Accounting for Sales of Stock by a Subsidiary.

Earnings Per Share

Cox computes earnings per share in accordance with SFAS No. 128,Earnings per Share. Basic earnings per
share is computed by dividing income from continuing operations by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed in the same manner,
but also includes the dilutive effect of common stock equivalents and other financial instruments which are convertible or exercisable for Cox Class A common stock as further described in
Note 13. "Shareholders' Equity."

7

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Derivative Financial Instruments

Cox accounts for derivative financial instruments in accordance with SFAS No. 133,Accounting for Derivative Instruments and
Hedging Activities, as amended, which became effective for Cox on January 1, 2001. SFAS No. 133 requires that an entity recognize all derivatives as either assets
or liabilities measured at fair value. In addition, all derivatives used in hedging relationships must be designated, reassessed and documented pursuant to the provisions of SFAS No. 133. See
Note 9. "Derivative Instruments and Hedging Activities."

Cox
uses derivative financial instruments designated as fair value hedges, such as interest rate swap agreements to manage exposure to changes in the fair value of certain
fixed-rate debt instruments and
equity collar agreements to manage exposure to changes in the fair value of common stock of certain public companies whose shares are held by Cox.

Cox
does not hold or issue any derivative financial instruments for trading purposes and is not a party to leveraged instruments. The credit risks associated with Cox's derivative
financial instruments are controlled through the evaluation and monitoring of the creditworthiness of the counterparties. Although Cox may be exposed to losses in the event of nonperformance by the
counterparties, Cox does not expect such losses, if any, to be significant.

Recently Issued Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141,Business
Combinations, which requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method.

Also
in June 2001, the FASB issued SFAS No. 142,Goodwill and Other Intangible Assets, which requires that goodwill and
certain intangible assets, including those recorded in past business combinations, no longer be amortized through the statement of operations, but instead be tested for impairment at least annually.
SFAS No. 142 will become effective for fiscal years beginning after December 15, 2001. Upon adoption on January 1, 2002, Cox will stop amortizing goodwill and other intangibles
with indefinite useful lives. Cox's other intangible assets with indefinite useful lives consist primarily of cable franchises. Based on the current levels of goodwill and other intangibles with
indefinite useful lives, Cox expects a reduction of amortization expense and an increase in pre-tax income of approximately $373.0 million for the year ended December 31,
2002 and is currently assessing the impact, if any, of its initial impairment testing.

In
July 2001, the FASB issued SFAS No. 143,Accounting for Asset Retirement Obligations, which addresses financial
accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 will become effective
for fiscal years beginning after June 15, 2002. Cox is currently assessing the impact of SFAS No. 143 on its consolidated financial statements.

In
August 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets,
which addresses financial accounting and reporting for the impairment and disposition of long-lived assets. SFAS No. 144, which supersedes SFAS No. 121, will become effective
for fiscal years beginning after December 15, 2001. Cox is currently assessing the impact of SFAS No. 144 on its consolidated financial statements.

8

---

At
the November 2001 meeting of the Emerging Issues Task Force, or EITF, the FASB staff announced their position regarding the classification of reimbursements for
out-of-pocket expenses. The FASB staff believes that these reimbursements should be classified as revenue in the statements of operations. The staff announcement, which will be
codified in EITF Topic No. 01-14, is effective for fiscal years beginning after December 15, 2001 and will require comparative financial statements for prior periods to be reclassified.
Cox is currently assessing the impact of this announcement, which will be adopted in the first quarter of 2002, on its consolidated financial statements.

Reclassifications

Certain amounts in the 2000 and 1999 consolidated financial statements have been reclassified for comparative purposes with 2001.

3. Cash Management System

Cox participates in CEI's cash management program, whereby CEI transfers funds from Cox's depository accounts and transfers funds to financial institutions upon
daily notification of checks presented for payment. Book overdrafts of $90.7 million and $104.2 million existed at December 31, 2001 and 2000, respectively, as a result of checks
outstanding. These book overdrafts are reclassified as accounts payable and are considered financing activities in the Consolidated Statements of Cash Flows.

4. Acquisitions, Dispositions and Exchanges of Businesses

2000 Acquisitions and Transactions

In January 2000, Cox completed the acquisition of cable systems serving 522,000 customers in Kansas, Oklahoma and North Carolina from Multimedia
Cablevision, Inc., a subsidiary of Gannett Co., Inc., for $2.7 billion.

In
March 2000, Cox and AT&T Corp. (AT&T) exchanged 50.3 million shares of AT&T common stock previously held by Cox for the stock of AT&T subsidiaries that own certain cable
systems serving approximately 495,000 customers and certain other assets and liabilities, including cash. Cox received: cable systems serving Oklahoma and Louisiana; the remaining 20% ownership
interest in a partnership
in which Cox acquired an 80% interest through its merger with TCA Cable TV, Inc. (TCA); Peak Cablevision LLC, which has customers in Oklahoma, Arkansas, Utah and Nevada; and approximately
$798.0 million in other assets and liabilities, including cash. Cox recognized a pre-tax gain of $775.9 million in connection with this transaction.

1999 Acquisitions and Transactions

In August 1999, Cox completed its merger with TCA, a cable television operator serving approximately 883,000 customers in Texas, Arkansas, Louisiana and
four other states for $1.6 billion in cash, 38.3 million shares of Cox common stock and assumed indebtedness of $540.0 million. Upon completion of the merger, Cox repaid
$340.0 million of the assumed TCA debt. Cox also acquired VPI Communications, Inc., an affiliate of TCA, and TCA's interest in two majority-owned partnerships in connection with the TCA
merger.

9

---

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

In
October 1999, Cox completed the acquisition of cable systems serving more than 260,000 customers in northern Virginia from Media General, Inc. for $1.4 billion.

Also
in October 1999, Cox reorganized its partnership with Time Warner Entertainment Company, L.P., under which Cox acquired control of the cable system serving Fort Walton Beach,
Florida and received $104.5 million, and Time Warner acquired control of the cable system serving Staten Island, New York. Cox recognized a pre-tax gain of $94.8 million in
connection with this reorganization.

The
purchase price of each of the acquisitions was allocated to the assets purchased and liabilities assumed based on their estimated fair market value at the date of acquisition in
accordance with APB Opinion No. 16,Business Combinations. The purchase price allocations of each acquisition are finalized as independent
appraisals of certain tangible and intangible assets acquired are received. The excess of purchase price over the fair value of net assets acquired has been recorded as franchise value and is being
amortized on a straight-line basis over 40 years.

The
following summarized unaudited pro forma combined financial information for the years ended December 31, 2000 and 1999 assumes the acquisitions of cable systems from
Multimedia and AT&T
occurred on January 1 of each year and also that the TCA merger and the acquisition of cable systems from Media General occurred on January 1, 1999.

Pro Forma
Year Ended December 312000

1999(Thousands of Dollars, excluding earnings per share)
(unaudited)Revenue

$
3,573,339

$
3,050,938Operating income


142,023


289,954Net income


1,153,350


773,879Earnings per shareBasic net income per share

$
1.92

$
1.28Diluted net income per share


1.90


1.26


10

---

5. Investments

December 31
2001

December 31
2000(Thousands of Dollars)Equity method investments

$
909

$
86,394Investments stated at fair value:Available-for-sale


2,903,062


3,784,799Trading securities


475,995


Derivative instruments


90,494


Investments stated at cost


44,773


25,219Total investments

$
3,515,233

$
3,896,412


Equity Method Investments

Discovery Communications, Inc.The principal businesses of Discovery are the advertiser-supported basic cable networks
The Discovery Channel, The Learning Channel, Animal Planet Network, The Travel Channel and Discovery Europe and the retail businesses of Discovery.com. In 2000, Cox ceased applying the equity method
on its investment in Discovery as Cox's cumulative proportionate share of equity in net losses exceeded the carrying amount of the investment. During the years ended December 31, 2001 and 1999,
Cox recognized equity in net losses in affiliated companies of $23.9 million and $11.8 million, respectively, related to its investment in Discovery.

Cox Communications PCS, L.P.In May 1999, Cox transferred its remaining 32.0% equity interest in Cox Communications
PCS, L.P. (Cox PCS) to Sprint Corporation in exchange for approximately 38.1 million shares of Sprint PCS common stockSeries 2. As a result of this transaction, Cox
recognized a pre-tax gain of $908.5 million. During the year ended December 31, 1999, Cox recognized equity in net losses in affiliated companies of $65.1 million,
related to its investment in Cox PCS.

TWC Cable Partners.In October 1999, Cox reorganized its partnership with Time Warner Entertainment Company, L.P.,
under which Cox acquired control of the cable system serving Fort Walton Beach, Florida and received $104.5 million, and Time Warner acquired control of the cable system serving Staten Island,
New York. Cox recognized a pre-tax gain of $94.8 million in connection with this reorganization. Cox's share of equity in net losses related to its investment in TWC Cable Partners
was nominal for the year ended December 31, 1999.

Outdoor Life/Speedvision.In July 2001, Cox sold its equity interests in Outdoor Life Network L.L.C., Speedvision
Network, L.L.C. and Cable Network Services, L.L.C. to Fox Sports, L.L.C. and Fox Sports CNS, L.L.C. for an aggregate cash purchase price of $439.7 million and recognized a pre-tax
gain of $436.1 million.

11

---



5. Investments (Continued)

Summarized
combined unaudited financial information for all equity method investments and Cox's proportionate share (determined using Cox's ownership interest in each investment) for
2001, 2000 and 1999 is as follows:

|                        |  | Combined Financial Information
Year Ended December 31 |           | Cox's Proportionate Share
Year Ended December 31 |  
|----------------------- |  | ----------------------------------------------------- | --------- | ------------------------------------------------ | -
|
|
|Revenues                |  | $                                                     | 1,940,486 |                                                  | $
|Operating income (loss) |  |                                                       | (139,236  | )                                                |  
|Net loss                |  |                                                       | (184,127  | )                                                |  

Combined Financial Information
December 312001

2000(Thousands of Dollars)
(unaudited)Current assets

$
664,892

$
805,318Noncurrent assets


2,853,576


2,270,890Current liabilities


733,566


753,099Noncurrent liabilities


3,418,179


2,862,272


Cox's
proportionate share of the net losses stated above is not equal to the equity in net losses of affiliated companies as reported in the Consolidated Statements of Operations
primarily due to discontinuing the application of equity method accounting for certain investments when aggregate net losses from the investments have exceeded their carrying value and amortization of
other expenses. At December 31, 2001, the aggregate unamortized excess of Cox's investments over its equity in the underlying net assets of the affiliates was approximately $22.4 million
and is being amortized over 35 years.

The
investment balances and supplemental financial information above include the effects of the Cox PCS stock transaction, and Sprint PCS reorganization, as described herein.
Additionally, the above balances include investments in and advances to affiliated companies. The advances are generally interest-bearing long-term notes receivable, which total
$1.5 million and $36.5 million at December 31, 2001 and 2000, respectively. Interest income recognized on notes receivable was $3.1 million, $4.0 million and
$3.6 million in 2001, 2000 and 1999, respectively.

Investments Stated at Fair Value

The aggregate cost of Cox's investments stated at fair value at December 31, 2001 and 2000 was $2,326.0 million and $2,499.0 million,
respectively. Gross unrealized gains and losses on investments were $843.3 million and $76.6 million, respectively, at December 31, 2001 and $1,322.2 million and
$36.4 million, respectively, at December 31, 2000. Gross realized gains and losses on investments were $1,339.2 million and $188.0 million, respectively, for the year ended
December 31, 2001; $3,306.9 million and $24.9 million, respectively, for the year ended December 31, 2000; and $1,619.1 million and $49.7 million,
respectively, for the year ended December 31, 1999.

12

---

Sprint PCS.Sprint offers personal communications services through its PCS group. At December 31, 2001, Cox's
investment in Sprint PCS was comprised of 91.9 million shares of Sprint PCS common stockSeries 2 and warrants and convertible preferred stock which are exercisable for, or
convertible into, approximately 10.3 million shares of Sprint PCS common stockSeries 2. The estimated fair value of Cox's investment in Sprint PCS was
$2,444.3 million and $2,330.3 million at December 31, 2001 and December 31, 2000, respectively.

In
January 2001, Cox entered into a series of prepaid forward contracts to sell up to 19.5 million shares of its Sprint PCS common stock. In contemplation of this
transaction, Cox recognized a $239.3 million pre-tax gain associated with a one-time reclassification of the 19.5 million shares of Cox's investment in Sprint PCS
common stock from available-for-sale securities to trading securities upon adoption of SFAS No. 133. Cox recognized an aggregate pre-tax gain of
$77.4 million on these trading securities as a result of the change in their fair value during the year ended December 31, 2001. For a further discussion, see Note 7. "Debt" and
Note 9. "Derivative Instruments and Hedging Activities."

In
2001, Cox entered into a series of costless equity collar arrangements to manage its exposure to market price fluctuations in approximately 15.8 million shares of its Sprint
PCS common stock with an aggregate fair value of $350.1 million. Also during 2001, Cox sold a total of 12.8 million shares of its Sprint PCS common stock for net proceeds of
approximately $318.2 million and recognized a pre-tax gain of $213.5 million. During 2000, Cox sold a total of 28.1 million shares of its Sprint PCS common stock for
aggregate proceeds of $1,422.6 million and recognized total pre-tax gains of $1,193.0 million.

Subsequent
to December 31, 2001, Cox terminated these collar arrangements and received aggregate proceeds of approximately $151.6 million. In connection with the
terminations, Cox also sold the 15.8 million shares of Sprint PCS common stock covered by the collar arrangements for aggregate proceeds of approximately $155.9 million. In addition, Cox
sold 9.4 million shares of Sprint PCS common stock that were not covered by the collar arrangements for aggregate proceeds of approximately $82.8 million. Cox expects to recognize a gain
on these transactions in the first quarter of 2002.

All
Sprint PCS share information reflects a two-for-one stock dividend paid by Sprint in February 2000.

Flextech plc.In March 2000, Cox sold its entire interest in Flextech, an English publicly held programming company,
for proceeds of $522.3 million and recognized a pre-tax gain of $318.9 million.

Excite@Home/AT&T.Excite@Home was both an Internet service provider and supplier of comprehensive Internet navigation
services. In August 2000, Cox consummated an agreement with Excite@Home and AT&T pursuant to which the ownership, voting control and management of Excite@Home were restructured. In connection
with these transactions, Cox waived its rights under the Excite@Home stockholders agreement, which, among other things, entitled Cox to designate a person to be elected as a director of Excite@Home by
the holders of Excite@Home's Series B common stock. Cox's designee constituted one of five directors elected by the holders of Excite@Home's Series B common stock, and the consent of a
majority of such directors was required to authorize and approve certain actions on behalf of Excite@Home. Cox also caused its existing designee on Excite@Home's board of directors, who was elected by
the holders of Excite@Home's Series B common stock, to resign. In addition, as part of these transactions, Cox agreed to extend its distribution of certain Excite@Home services through June
2006, subject to certain termination rights. Pursuant to this agreement, Cox was entitled to warrants to

13

---

purchase two shares of Excite@Home Series A common stock for each home its cable systems passed as of March 28, 2000, subject to adjustment under certain circumstances.

Cox
also received the right, under certain circumstances, to sell its shares in Excite@Home to AT&T, with a maximum amount payable to Cox of approximately $1.4 billion in cash or
shares of AT&T common stock, as elected by Cox. In January 2001, Cox exercised its right to sell Excite@Home shares to AT&T. However, Cox and AT&T agreed to restructure the transaction to
provide a more favorable tax structure for AT&T, and in May 2001, AT&T issued 75.0 million shares of AT&T common stock to Cox, Cox retained its Excite@Home common stock and Cox's right
to sell its Excite@Home shares to AT&T was satisfied in full. Cox recognized a $307.4 million pre-tax gain in the second quarter of 2001 associated with the exercise and
satisfaction of the right-to-sell agreement.

Also
in May 2001, Cox completed a private placement of 25.0 million shares of its AT&T common stock for net proceeds of $525.5 million, which approximated the fair
value of these shares. In addition, Cox tendered 15.0 million shares of AT&T common stock for approximately 17.6 million shares of AT&T Wireless common stock in a registered exchange
offer and recognized a nominal pre-tax loss. In
July 2001, Cox received a stock dividend from AT&T of approximately 11.3 million shares of AT&T Wireless common stock as a result of AT&T's split-off of AT&T Wireless. During
2001, Cox sold 5.0 million shares of AT&T Wireless common stock in open-market transactions for net proceeds of approximately $83.1 million and recognized a nominal
pre-tax loss.

During
2001, Cox entered into a costless equity collar arrangement to manage its exposure to market price fluctuations in 10.0 million shares of its AT&T Wireless common stock.
Also, during 2001, Cox entered into two costless equity collar arrangements to manage its exposure to market price fluctuations in 22.5 million shares of its AT&T common stock. Cox pledged
10.0 million AT&T Wireless shares and 22.5 million AT&T shares as collateral for these collar transactions and, in accordance with the collar agreements, Cox deposited 7.2 million
AT&T Wireless shares received in connection with the AT&T Wireless split-off in July 2001 as additional collateral under the AT&T collar transactions.

In
September 2001, Excite@Home, Cox's primary high-speed Internet provider, filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Subsequently, Cox and
Excite@Home entered into two separate agreements so that Cox would continue to receive high-speed Internet access services from Excite@Home for existing and new customers through
February 28, 2002 and so that Excite@Home would provide minimal services to Cox related to the transition of Cox's customers to Cox High Speed Internet service. Pursuant to one of these
agreements, Cox paid Excite@Home $160.0 million. Of this amount, approximately $150.2 million was recognized in 2001 in Cox's Consolidated Statement of Operations and approximately
$9.8 million is attributable to services that will be provided, and hence recognized, in 2002. In February 2002, Cox completed the transition of its customers from Excite@Home's
high-speed Internet access service to Cox High Speed Internet service.

Subsequent
to December 31, 2001, Cox terminated all three of its collar transactions and received aggregate proceeds of approximately $112.8 million. In connection with the
terminations, Cox also sold the 22.5 million shares of AT&T common stock and 17.2 million shares of AT&T Wireless common stock covered by these collar transactions for aggregate net
proceeds of approximately $527.0 million. In addition, Cox sold 12.5 million shares of AT&T common stock and 6.7 million shares of AT&T Wireless common stock that were not covered
by collar transactions for aggregate net proceeds of approximately $263.8 million. As a result of these transactions, Cox no longer holds any shares of AT&T common stock or

14

---

AT&T Wireless common stock. Cox expects to recognize a loss on these transactions in the first quarter of 2002.

Cox
has accounted for its interests in Excite@Home, AT&T and AT&T Wireless common stock at fair value as available-for-sale securities. At December 31,
2001, the estimated fair value of Cox's interests in Excite@Home, AT&T and AT&T Wireless were approximately $0, $634.9 million and $343.5 million, respectively. At December 31,
2000, the estimated fair value of Excite@Home, including the right to sell agreement with AT&T, was approximately $1.4 billion. AT&T Wireless share information reflects the redemption and
exchange of AT&T Wireless Group tracking stock for AT&T Wireless common stock as part of the AT&T Wireless split-off from AT&T in July 2001.

In
March 2000, Cox exchanged 50.3 million shares of AT&T common stock previously held by Cox for the stock of AT&T subsidiaries that own certain cable systems. See
Note 4. "Acquisitions, Disposals and Exchanges of Businesses."

Telewest Communications plc.Telewest is a company that operates and constructs cable television and telephony systems in the
United Kingdom. In January 1999, Cox sold its entire interest in Telewest for $727.9 million and recognized a pre-tax gain of $433.1 million.

Other

During 2001 and 2000, Cox recorded aggregate pre-tax losses of approximately $73.5 million and $22.8 million, respectively, on certain
of its investments as a result of a decline in market value that was considered other than temporary. These losses are included in net gain on investments in Cox's Consolidated Statement of
Operations.

Cox
has several other fair value, equity and cost method investments which are not, individually or in the aggregate, significant in relation to the Consolidated Balance Sheets at
December 31, 2001 and 2000.

6. Income Taxes

Current and deferred income tax expenses (benefits) are as follows:

Year Ended December 312001

2000

1999(Thousands of Dollars)CurrentFederal

$
408,770

$
381,276

$
164,338State


(7,917
)

44,751


49,048Total current


400,853


426,027


213,386DeferredFederal


(199,731
)

362,498


318,672State


(107,083
)

88,506


47,907Total deferred


(306,814
)

451,004


366,579Net income tax expense

$
94,039

$
877,031

$
579,965


15

---

The
difference between net income tax expense and income taxes expected at the U.S. statutory federal income tax rate of 35% are as indicated below:

Year Ended December 312001

2000

1999(Thousands of Dollars)Federal tax expense at statutory rates on income before income taxes

$
71,087

$
1,005,240

$
518,171State income taxes (benefit), net of federal benefit


(8,593
)

86,617


63,021Amortization of acquisition adjustments


33,575


33,377


26,104Gain on exchange of cable system





(271,567
)

Other, net


(2,030
)

23,364


(27,331
)Net income tax expense

$
94,039

$
877,031

$
579,965


Significant
components of Cox's net deferred tax liability are as follows:

December 312001

2000(Thousands of Dollars)Depreciation and amortization

$
(3,200,836
)
$
(3,029,006
)Gain on investments, net


(536,163
)

(1,066,904
)Unrealized gain on securities


(418,351
)

(493,184
)Cumulative effect of change in accounting principle


(326,750
)

Other, net


(56,188
)

(3,561
)Net deferred tax liability

$
(4,538,288
)
$
(4,592,655
)


Cox
is currently subject to various federal and state income tax return audits. Cox does not believe that current income tax audits will have a material impact on its financial
statements.

16

---



7. Debt

December 312001

2000(Thousands of Dollars)Revolving credit facilities

$


$
Commercial paper


727,384


1,524,772Medium-term notes


391,183


424,065Notes and debentures


5,313,517


4,110,409Exchangeable Subordinated Debentures due November 15, 2029.


981,283


1,272,188Exchangeable Subordinated Debentures due March 14, 2030


151,823


274,996Exchangeable Subordinated Discount Debentures due April 19, 2020


696,391


804,646Capitalized lease obligations


140,866


105,516Other


15,228


27,170Total debt

$
8,417,675

$
8,543,762


Shelf Registrations

Cox had approximately $2.9 billion available under its existing shelf registration statements at December 31, 2001, of which $575.0 million
is reserved in connection with the RHINOS, as described in Note 8. "Cox-Obligated Capital and Preferred Securities of Subsidiary Trusts." In January 2001, Cox filed a shelf
registration statement with the SEC under which Cox, or certain wholly-owned Cox financing trusts, may from time to time offer and issue various debt and equity instruments for a maximum aggregate
amount up to $2.0 billion. Of the $2.0 billion registered under this registration statement, $444.8 million represents a transfer of the remaining amount available under Cox's
July 1999 shelf registration statement. This registration statement was declared effective by the SEC in February 2001.

In
July 2001, Cox and Cox Trust I, a wholly-owned Cox financing trust, filed a new shelf registration statement with the SEC under which Cox or Cox Trust I may issue various debt
and equity instruments for a maximum aggregate amount up to $2.0 billion. This registration statement includes $1.5 billion of previously registered but unsold securities transferred
from the February 2001 shelf registration statement.

Revolving Credit Agreements

Cox has a $1.5 billion 364-day credit agreement available through June 28, 2002 and a $0.9 billion 5-year credit
agreement available through September 26, 2005. At Cox's election, the interest rate on these credit agreements is based on London Interbank Offered Rate (LIBOR), the certificate of deposit
rate plus varying percentages or an alternate base rate. These credit agreements also impose a commitment fee on the unused portion of the total amount available based on a ratio of debt to operating
cash flow, a measure of performance not calculated in accordance with accounting principles generally accepted in the Unites States of America, and a utilization fee based on the level of borrowings.
Cox had no borrowings outstanding under either credit agreement at December 31, 2001 and 2000.

17

---

Commercial Paper

Cox had outstanding commercial paper of approximately $0.7 billion at December 31, 2001 and $1.5 billion at December 31, 2000. This
commercial paper is backed by amounts available under Cox's revolving credit agreements. The weighted-average interest rates for outstanding commercial paper were 5.4% and 6.7% for the years ended
December 31, 2001 and 2000, respectively.

Medium-Term Notes

At December 31, 2001 and 2000, Cox had outstanding borrowings under several fixed rate medium-term notes due in varying amounts through 2028
which pay interest in cash at fixed rates ranging from 6.7% to 7.2% per annum. In October 2001, Cox repaid its 6.94% medium term notes due October 1, 2001 upon maturity.

Notes and Debentures

Cox had outstanding borrowings under several fixed-rate notes and debentures of approximately $5.1 billion and $3.9 billion at
December 31, 2001 and 2000, respectively. The fixed-rate notes and debentures are due in varying amounts through 2033 and pay interest in cash at rates ranging from 6.15% to 7.875%
per annum. Cox also had an outstanding borrowing under a floating rate note, as described below, of approximately $206.3 million and $206.9 million at December 31, 2001 and 2000,
respectively.

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

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

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

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

In
August 2001, Cox's 7.0% notes due August 16, 2001 matured, and Cox repaid the $300.0 million aggregate principal amount of such notes.

2000 Issuances and Repayments.In January 2000, Cox borrowed $500.0 million under a floating-rate
bridge loan, which was subsequently repaid in March 2000. In March 2000, Cox called and redeemed all $525.0 million aggregate principal amount of its floating-rate
notes due August 15, 2000. In June 2000, Cox repaid its 6.375% notes with an aggregate principal amount of $425.0 million upon their maturity.

In
November 2000, Cox issued two series of senior debt securities in an offering under its shelf registration statement with an aggregate principal amount of $1.0 billion,
less offering costs and underwriting commissions of $5.9 million. Both securities are unsecured and rank equally with Cox's other unsecured senior indebtedness.

The
first series of securities, referred to as the7.75% Notes,was issued with an aggregate principal amount of $800.0 million and
is due November 1, 2010. The 7.75% Notes may be redeemed by Cox in whole or in part at any time prior to maturity at 100% of the principal amount plus accrued and unpaid interest and a
make-whole premium, if any. Interest is payable on a semi-annual basis beginning May 1, 2001.

The
second series of securities, referred to as theMOPPRS/CHEERS,was issued with an aggregate principal amount of $200.0 million
and is due November 7, 2012. The MOPPRS/CHEERS are subject to mandatory tender to the remarketing dealers on November 7, 2002 at 100% of the principal amount, if
the remarketing dealers elect to remarket the MOPPRS/CHEERS. Otherwise, Cox will be required to repurchase the MOPPRS/CHEERS from the beneficial owners at 100% of the principal amount plus accrued
interest, if any, if the remarketing dealers do not purchase the tendered MOPPRS/CHEERS or do not elect to remarket all or a portion of the MOPPRS/CHEERS. Unless maturity is extended under certain
circumstances pursuant to a remarketing, the MOPPRS/CHEERS will mature on November 7, 2012. In addition, Cox may not redeem the MOPPRS/CHEERS prior to November 7, 2002. Interest on the
MOPPRS/CHEERS is payable and reset quarterly at a floating rate of three month LIBOR plus 70 basis points. Thereafter, in the event the MOPPRS/CHEERS are remarketed, the interest rate on the
MOPPRS/CHEERS will be reset in accordance with the terms of the remarketing.

Exchangeable Subordinated Debentures

Exchangeable Subordinated Debentures due November 15, 2029.In November 1999, Cox issued 14,375,000 PRIZES in a
registered public offering for aggregate net proceeds of approximately $1.3 billion, less offering costs and underwriting commissions of approximately $35.0 million. Interest on the
PRIZES is payable quarterly at a rate of 7.75% per year on the original principal amount through November 15, 2002, and thereafter at a rate of 2% per year on the original principal amount.

The
original principal amount of each PRIZES is indexed to the trading price of Sprint PCS common stock. The maximum number of shares of Sprint PCS common stock attributable to each
PRIZES is currently two shares, and the minimum number is equal to 1.7242 shares. The maximum and minimum

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number of reference shares will be redetermined on November 15, 2002, or in the case of a redemption of the PRIZES on a date which is between November 6 and November 15, 2002,
effective on such redemption date.

The
payment upon maturity of the PRIZES is dependent upon the current market value of the maximum number of reference shares attributable to each PRIZES, plus a final period distribution
premium, as defined. Prior to maturity, the PRIZES are exchangeable at the holders' option at any time at an amount dependent upon the current market value of the minimum number of reference shares
attributable to each PRIZES, subject to adjustment under certain circumstances. In addition, the PRIZES are redeemable by Cox at any time at a redemption price dependent upon the current market value
of the maximum number of reference shares attributable to each PRIZES, plus the final period distribution and a make-whole premium until November 2002. Cox will have to pay an
additional amount of premium if redeemed prior to November 15, 2002.

Exchangeable Subordinated Debentures due March 14, 2030.In March 2000, Cox issued $275.0 million
aggregate principal amount of Premium PHONES in a registered public offering for net proceeds of approximately $269.5 million. Interest on the Premium PHONES is payable
semi-annually at a rate of
3% per year on the original principal amount. Each Premium PHONES is indexed to the trading price of 16.28 shares of Sprint PCS common stock.

Prior
to March 14, 2002, the Premium PHONES are exchangeable at the holders' option initially for cash based on the market value of the shares underlying each Premium PHONES. On
and after that date, the Premium PHONES can be exchanged by the holder based on the market value of the underlying shares for, at Cox's election, cash, shares of Sprint PCS common stock or a
combination of both. In addition, on or after March 17, 2004, Cox may redeem the Premium PHONES for cash based on the market value of the underlying shares, plus accrued and unpaid interest and
a final period distribution premium, as defined.

At
maturity, holders of the Premium PHONES are entitled to receive, at Cox's election, cash, equal to the then exchange market value of the underlying shares plus accrued and unpaid
interest and a final period distribution, as defined, or the shares underlying the Premium Phones.

Exchangeable Subordinated Discount Debentures due April 19, 2020.In April 2000, Cox issued $1.8 billion
aggregate principal amount at maturity of Discount Debentures in a registered public offering for proceeds of approximately $764.0 million, net of offering costs and underwriting commissions of
$18.7 million and original issue discount of $1.1 billion. Interest on the Discount Debentures is payable semi-annually at a rate of 1% per annum on the original issue price
of each debenture. The accretion of the original issue discount plus the 1% interest payments result in an annualized yield to maturity of 5%. Each Discount Debenture is indexed to the trading price
of 7.5908 shares of Sprint PCS common stock.

Prior
to April 19, 2002, the Discount Debentures are exchangeable at the holders' option for cash based on the market value of the shares underlying each Discount Debenture. On
and after that date, the Discount Debentures can be exchanged by the holder based on the market value of the underlying shares for, at Cox's election, cash, shares of Sprint PCS common stock or a
combination of both. The holders may also require Cox to repurchase these securities on certain dates prior to maturity at a purchase price equal to the adjusted principal amount, as defined, plus any
accrued and unpaid cash interest. Cox may pay in cash, shares of Sprint PCS common stock or a combination of both.

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On
or after April 19, 2005, Cox may redeem some or all of the Discount Debentures for cash at a redemption price per debenture equal to the adjusted principal amount, plus any
accrued and unpaid cash interest.

The
PRIZES, Premium PHONES and Discount Debentures are unsecured, subordinated obligations, ranking junior in right of payment to all of Cox's existing and future senior indebtedness.
These
instruments are accounted for as derivative instruments pursuant to SFAS No. 133. See Note 9. "Derivative Instruments and Hedging Activities" for more information.

Zero-Coupon Debt

In January 2001, Cox entered into a series of prepaid forward contracts to sell up to 19.5 million shares of its Sprint PCS common
stockSeries 2 with an aggregate fair value as of the respective trade dates of $502.0 million for proceeds of $389.4 million, which was net of an original issue
discount of $112.6 million. These contracts mature at various dates between 2004 and 2006 and, at Cox's election, can be settled in cash or shares of Sprint PCS common stock. Cox has accounted
for these contracts as zero-coupon debt instruments and is accreting the $112.6 million original issue discount through the respective contract maturity dates using the effective
interest method. Embedded in each of the contracts is an equity collar agreement, which will allow Cox to manage its exposure to fluctuations in the fair value of the Sprint PCS common stock through
the contract maturity dates. The equity collar agreements embedded in the contracts are being accounted for as derivative instruments in accordance with the requirements of SFAS No. 133 and the
change in fair value of these derivatives between measurement dates is recognized through earnings. See Note 9. "Derivative Instruments and Hedging Activities."

Interest Rate Swaps

Cox has entered into interest rate swap agreements with banks to manage its exposure to changes in interest rates associated with certain of its
fixed-rate debt obligations whereby these fixed-rate debt obligations are effectively converted into floating-rate debt obligations. In August 2001, Cox
terminated its interest rate swap agreement expiring on August 15, 2004 with a notional principal amount of $375.0 million that converted the 7.5% fixed rate on certain senior debt
securities due August 15, 2004 with an aggregate principal amount of $375.0 million to a variable rate and received approximately $24.0 million in cash which represented the fair
value of the instrument. Cox contemporaneously entered into a new interest rate swap agreement expiring on August 15, 2004 with a notional principal amount of $375.0 million to convert
the 7.5% fixed rate on certain senior debt securities due August 15, 2004 with an aggregate principal amount of $375.0 million to a variable rate.

The
variable rates with respect to Cox's interest rate swaps are adjusted quarterly based on LIBOR. The notional amounts with respect to the interest rate swaps do not quantify risk, but
are used in the determination of cash settlements under the interest rate swap agreements. Cox is exposed to a credit loss in the event of nonperformance by the counterparties. However, Cox does not
anticipate nonperformance by the counterparties, and no material loss would be expected in the event of the counterparties' nonperformance. For a further discussion regarding Cox's accounting for
interest rate swaps, see Note 9. "Derivative Instruments and Hedging Activities."

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The
following table summarizes the notional amounts, weighted average interest rate data and maturities for Cox's existing interest rate swaps at December 31, 2001 and 2000:

December 312001

2000Notional amount (in thousands)

$
1,150,000

$
750,000Average receive interest rate


7.38
%

7.02
%Average pay interest rate


4.84
%

6.39
%Maturity


2004 - 2006


2004 - 2005


As
a result of the settlements under these agreements, interest expense was reduced by $22.1 million and $3.1 million during the years ended December 31, 2001 and
2000, respectively.

Other

Certain of Cox's debt instruments and credit agreements contain covenants which, among other provisions, restrict the payment of cash dividends or the repurchase
of capital stock if certain requirements are not met as to the ratio of debt to operating cash flow. Operating cash flow, a measure of performance not calculated in accordance with generally accepted
accounting principles, is defined as operating income before depreciation, amortization and gain on sale and exchange of cable systems. Historically, Cox has not paid dividends nor does Cox intend to
pay dividends in the foreseeable future but to reinvest future earnings, consistent with its business strategy. Although Cox was in compliance with its credit facility covenants at December 31,
2001, Cox was restricted from paying dividends.

Excluding
commercial paper, maturities of long-term debt for each of the five years subsequent to December 31, 2001 and thereafter, are $439.0 million,
$312.5 million, $672.0 million, $565.9 million, $644.9 million and $6,911.5 million, respectively. Subsequent to December 31, 2001, Cox repaid all of its
commercial paper outstanding of $727.4 million with proceeds from monetizations of certain investments. Included in the maturities of long-term debt are obligations under capital
leases of $39.0 million, $35.5 million, $29.7 million, $23.5 million, $12.6 million and $0.5 million for each of the five years subsequent to
December 31, 2001 and thereafter, respectively. The maturities of long-term debt represent future contractual obligations and are reported gross of any related discounts, premiums
and other adjustments necessary to comply with accounting principles generally accepted in the U.S. These amounts represented a contra liability of approximately $1,855.5 million at
December 31, 2001. Certain debt obligations are subject to remarketing prior to maturity, subject to repurchase prior to maturity or may be settled with shares of Sprint PCS common
stock.

8. Cox-Obligated Capital and Preferred Securities of Subsidiary Trusts

Cox Trust II (the Trust), a statutory business trust formed under the laws of the State of Delaware and a wholly-owned consolidated subsidiary of Cox, issued
13 million FELINE PRIDES and 1.3 million Trust capital securities in August 1999 for aggregate proceeds of $650.0 million, less offering costs of $19.5 million. The
Trust invested the proceeds in 7% Senior Debentures due 2004 (the Debentures) issued by Cox, which represent the sole assets of the Trust. The Debentures are unsecured, bear interest at a rate of 7%
per year payable in cash on a quarterly basis and mature in August 2004. The obligations of the Trust related to the FELINE PRIDES and the Trust capital securities are guaranteed by Cox.

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The
FELINE PRIDES consist of 11.7 million Income PRIDES and 1.3 million Growth PRIDES. Each Income PRIDES consists of a capital security of the Trust and a forward purchase
contract under which the holder is required to purchase Class A common stock from Cox on August 16, 2002. The Trust capital securities forming a part of the Income PRIDES and the
stand-alone Trust capital securities bear interest, in the form of distributions, at an annual rate of 7% payable in cash on a quarterly basis. On or prior to the fifth business day preceding
August 16, 2002, the holders of Income PRIDES may elect to participate in a remarketing of the Trust capital securities in order to satisfy the holders' obligations under the related forward
purchase contracts forming a part of the Income PRIDES in lieu of satisfying their obligations in cash. The holders of the stand-alone Trust capital securities may also elect to participate in this
remarketing. Each Growth PRIDES consists of a 5% undivided beneficial ownership in a zero-coupon U.S. Treasury security, having a principal amount at maturity equal to $1,000, and a
forward purchase contract under which the holder is required to purchase Class A common stock from Cox on August 16, 2002. The forward purchase contracts forming a part of the Growth
PRIDES entitle the holders to unsecured contract adjustment payments of .25% of $50 per year payable in cash on a quarterly basis. The zero-coupon U.S. Treasury securities are pledged to
Cox to secure the holders' obligations under the forward purchase contracts forming a part of the Growth PRIDES.

The
forward purchase contracts forming a part of the Income and Growth PRIDES 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 forward purchase contract depending upon the average 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. Interest on the Debentures, and therefore the distribution rate on the Trust capital securities, will be reset on August 16, 2002 to a
rate whereby the Trust capital securities have an approximate market value of 100.5% per security on the third business day immediately preceding August 16, 2002, subject to a maximum reset
rate equal to the two-year benchmark U.S. Treasury rate plus 200 basis points. The Debentures and, thus, the Trust capital securities, are redeemable at Cox's option upon the occurrence of
certain events based on a stated liquidation equal to the unpaid principal amount plus accumulated and unpaid distributions. Following any redemption prior to August 16, 2002, holders of the
Income PRIDES will own a portfolio of U.S. Treasury securities as a component of their Income PRIDES.

Cox
RHINOS Trust (the RHINOS Trust), a statutory business trust formed under the laws of the State of Delaware and a wholly-owned consolidated subsidiary of Cox, issued 500,000 RHINOS to
a special purpose entity in October 1999 for aggregate proceeds of $500.0 million, less offering costs of $11.3 million. The RHINOS are long-term auction rate reset
preferred securities, representing undivided beneficial interests in the assets of the RHINOS Trust. The RHINOS Trust invested the proceeds in Senior Notes due 2029 (the Notes) issued by Cox, which
represent the sole assets of the RHINOS Trust. The obligations of the RHINOS Trust related to the RHINOS are unconditionally guaranteed by Cox. The Notes bear interest and, thus, the RHINOS pay
distributions, at a floating rate based on LIBOR plus 75 points per year payable in cash on a quarterly basis and mature in October 2029. The weighted-average interest rate for the Notes was
5.08% and 7.19% for the years ended December 31, 2001 and 2000, respectively.

The
RHINOS are redeemable at Cox's option with the proceeds from one or more public offerings of its Class A common stock. If the RHINOS remain outstanding on or after
October 6, 2002 or if the closing price of Cox's Class A common stock falls below $28 per share, subject to adjustment upon the occurrence of certain events, Cox may be required to
remarket the RHINOS in a private auction to qualified

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institutional investors. The interest rate and maturity date of the RHINOS will be reset upon completion of the remarketing. Pursuant to the terms of the RHINOS underwriting agreement, Cox has
reserved $575.0 million of availability under an existing shelf registration statement.

The
FELINE PRIDES, stand-alone Trust capital securities and RHINOS have been presented as mezzanine equity in Cox's Consolidated Balance Sheets at December 31, 2001 and 2000. The
corresponding distributions on these securities, as well as the contract adjustment payments described above, totaled $68.5 million and $57.5 million, net of tax, for the years ended
December 31, 2001 and 2000, respectively, and have been presented as minority interest in the Consolidated Statement of Operations.

9. Derivative Instruments and Hedging Activities

On January 1, 2001, Cox adopted SFAS No. 133, as amended, which requires all derivative instruments to be measured at fair value and recognized on
the balance sheet as either assets or liabilities. In addition, all derivative instruments used in hedging relationships must be designated, reassessed and documented pursuant to the provisions of
SFAS No. 133. Upon adoption of SFAS No. 133, Cox recognized a one-time after-tax transition adjustment that increased earnings by approximately
$717.1 million and reduced accumulated other comprehensive income by approximately $194.0 million. These amounts have been presented as a cumulative effect of change in accounting
principle, net of tax, in the accompanying Consolidated Statement of Operations and Consolidated Statement of Shareholders' Equity for the year ended December 31, 2001.

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

The
following is a summary of Cox's derivative instruments as of December 31, 2001 and the accounting policies it employs for each.

Interest Rate Swap Agreements

Cox utilizes four interest rate swap agreements to manage its exposure to changes in interest rates associated with certain of its fixed-rate debt
obligations whereby these fixed-rate debt obligations are effectively converted into floating-rate debt obligations. Under the provisions of SFAS No. 133, Cox has
designated and accounted for its interest rate swap agreements as fair value hedges whereby the fair value of the related interest rate swap agreements are classified as a component of other assets
with the corresponding fixed-rate debt obligations being classified as a component of debt in the Consolidated Balance Sheet. Cox has assumed no ineffectiveness with regard to these
interest rate swap agreements as

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they qualify for theshort-cut methodof accounting for fair value hedges of debt obligations, as prescribed by SFAS No. 133. The
aggregate fair value of Cox's interest rate swap agreements approximated a derivative asset of $53.4 million at December 31, 2001.

As
discussed in Note 7. "Debt", in August 2001 Cox terminated one of its four interest rate swap agreements (the Old Swap) and contemporaneously entered into a new interest
rate swap agreement (the New Swap). Under SFAS No. 133, Cox de-designated the Old Swap and designated the New Swap as a fair value hedge against certain fixed-rate debt
obligations. The New Swap qualifies for theshort-cut methodof accounting. As a result of terminating the Old Swap, Cox will amortize, as a
yield adjustment, the difference, which is nominal, between the par value and carrying amount of the fixed-rate debt obligation over the remaining term of the debt. The effect of this
amortization is not material to Cox's consolidated financial statements.

Right-to-Sell Agreement

Cox received the right to sell its shares of Excite@Home common stock to AT&T in conjunction with the restructuring of Excite@Home in August 2000, as
further described in Note 5. "Investments." Cox exercised this right in January 2001 for shares of AT&T common stock and completed this transaction, as restructured, in May 2001
in satisfaction of Cox's right-to-sell agreement. Prior to the adoption of SFAS No. 133, Cox accounted for the right-to-sell agreement at fair
value as an investment, classified as available-for-sale, and recognized changes in the fair value as a component of accumulated other comprehensive income. Upon adoption of
SFAS No. 133, the right-to-sell agreement met the definition of a freestanding derivative instrument and, as a result, on January 1, 2001, Cox reclassified the
unrealized gain on its right to sell agreement of approximately $151.3 million, net of tax, from accumulated other comprehensive income into earnings, classified as a component of the
cumulative effect of change in accounting principle in the Consolidated Statement of Operations. Prior to the consummation of the transaction with AT&T, Cox accounted for the
right-to-sell agreement as a derivative instrument whereby it was measured at fair value and classified as a component of investments in the Consolidated Balance Sheet. In
addition, Cox did not designate the right-to-sell agreement as a hedge of its investment in shares of Excite@Home common stock. Therefore, changes in the fair value of this
derivative were recognized in earnings and classified as a component of gain or loss on derivative instruments in the Consolidated Statement of Operations. During the year ended December 31,
2001, Cox recognized a net gain on derivative instruments as a result of changes in the fair value of the right-to-sell agreement of approximately $46.3 million.

Equity Collar Arrangements

In March and April 2001, Cox entered into a series of costless equity collar arrangements, expiring on various dates in October 2004, 2005 and 2006,
to manage its exposure to market price fluctuations of approximately 15.8 million shares of its Sprint PCS common stock. In June 2001, Cox entered into a costless equity collar
arrangement, expiring in June 2003, to manage its exposure to market price fluctuations of 10.0 million shares of its AT&T Wireless common stock. In June and July 2001, Cox
entered into two costless collar arrangements, expiring in June 2003 and July 2004, respectively, to manage its exposure to market price fluctuations of 22.5 million shares of its
AT&T common stock. Cox has designated and
accounted for the costless equity collars as fair value hedges whereby the fair value of the related costless equity collars is classified as a component of other assets in the Consolidated Balance
Sheet. In addition, Cox has elected to use an intrinsic value model to measure effectiveness whereby time

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value will be excluded from the measure of effectiveness on these fair value hedges. Accordingly, changes in the intrinsic value of these derivatives and changes in the fair value of the shares of
common stock designated in the hedging relationship are recorded as a derivative gain or loss and investment gain or loss, respectively, in the Consolidated Statement of Operations. In addition, the
change in the time value of the costless equity collars is also recognized in earnings and classified as gain or loss on derivative instruments in the Consolidated Statement of Operations.

The
fair value of the costless equity collars approximated a derivative obligation of $4.4 million at December 31, 2001. In addition, during the year ended
December 31, 2001, Cox recognized a net loss on derivative instruments as a result of changes in the fair value of the costless equity collars of approximately $4.4 million.

Subsequent
to December 31, 2001, Cox terminated all of its equity collar arrangements. For a further discussion of these transactions, see Note 5. "Investments."

Zero-Coupon Debt

In January 2001, Cox entered into a series of prepaid forward contracts to sell up to 19.5 million shares of its Sprint PCS common stock, as further
described in Note 7. "Debt." These prepaid forward contracts meet the definition of a hybrid instrument, as prescribed by SFAS No. 133. Each hybrid instrument is comprised of a
zero-coupon debt instrument, as the host contract, and an equity collar that meets the definition of an embedded derivative and derives its value based on the trading price of Sprint PCS
common stock. The embedded derivative instruments are not clearly and closely related to the underlying zero-coupon debt instruments since the economic characteristics and risks associated
with these derivatives are based on equity prices. Therefore, as prescribed by SFAS No. 133, Cox has separated the embedded derivative instruments from the hybrid instruments based on their
relative fair values and has classified these embedded derivatives as a component of debt.

Cox
has not designated the embedded derivative instruments as a hedge of its investment in Sprint PCS common stock. Accordingly, changes in the fair value of these embedded derivatives
are recognized in earnings and classified as a component of gain or loss on derivative instruments in the Consolidated Statement of Operations. The aggregate fair value of the embedded derivative
instruments approximated a derivative asset of $40.8 million at December 31, 2001. Cox recognized a net gain on derivative instruments of approximately $40.8 million during the
year ended December 31, 2001 as a result of the changes in the fair value of these embedded derivatives. In addition, upon adoption of SFAS No. 133, Cox elected a one-time
transfer of 19.5 million shares of its Sprint PCS common stock from available-for-sale to trading securities, as permitted by SFAS No. 133. As a result of this
transfer,
Cox recognized a pre-tax gain of approximately $239.3 million, representing the accumulated unrealized gain on these shares, previously recorded as a component of accumulated other
comprehensive income.

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9. Derivative Instruments and Hedging Activities (Continued)

Exchangeable Subordinated Debentures

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

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

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

Cox
has not designated these embedded derivative instruments as a hedge of its investment in Sprint PCS common stock. Accordingly, changes in the fair value of these embedded derivatives
are recognized in earnings and classified as a component of gain or loss on derivative instruments in the Consolidated Statement of Operations. The aggregate fair value of the embedded derivative
instruments approximated a derivative obligation of $583.7 million at December 31, 2001, which has been classified as a component of debt in the Consolidated Balance Sheet, and the net
loss on derivative instruments recognized by Cox as a

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result of changes in the fair value of these embedded derivatives during the year ended December 31, 2001 was approximately $279.8 million.

Stock Purchase Warrants

Cox holds strategic investments in warrants to purchase equity securities of certain publicly-traded and privately-held entities. Warrants that can be
exercised and settled by delivery of net cash or net shares such that Cox would pay no cash upon exercise of the respective warrants are referred to asnet settleable
warrantsand meet the definition of a freestanding derivative instrument, as prescribed by SFAS No. 133. Net settleable warrants are measured at fair value and
recognized as a component of investments in the Consolidated Balance Sheet. The fair value of these net settleable warrants approximated a derivative asset of $90.5 million at
December 31, 2001.

Cox
has not designated its net settleable warrants as hedging instruments. Accordingly, changes in the fair value of these warrants are recognized in earnings and classified as a
component of gain or loss on derivative instruments in the Consolidated Statement of Operations. Cox recognized a net derivative loss of approximately $14.8 million during the year ended
December 31, 2001 as a result of changes in the fair value of its net settleable warrants.

10. Fair Value of Financial Instruments

Cox has estimated the fair value of its financial instruments as of December 31, 2001 and 2000 using available market information or other appropriate
valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that Cox would realize in a current market exchange.

The
carrying amount of cash, accounts and other receivables, accounts and other payables and amounts due to/from CEI approximates fair value because of the short maturity of those
instruments. The fair value of Cox's investments stated at fair value are estimated and recorded based on quoted market prices as discussed in Note 5. "Investments." The fair value of Cox's
equity method investments and investments stated at cost cannot be estimated without incurring excessive costs. Cox is exposed to market price risk volatility with respect to investments in publicly
traded and privately held entities. Additional information pertinent to the value of those investments is discussed in Note 5. "Investments."

The
fair value of interest rate swaps used for hedging purposes was approximately $53.4 million and $35.2 million at December 31, 2001 and 2000, respectively, and
represents the estimated amount that Cox would receive upon termination of the swap agreements.

Cox's
outstanding commercial paper, revolving credit facilities, RHINOS and floating rate notes and debentures bear interest at current market rates and, thus, approximate fair value at
December 31, 2001 and 2000. Cox is exposed to interest rate volatility with respect to these variable-rate instruments.

The
estimated fair value of Cox's fixed-rate notes and debentures, exchangeable subordinated debentures and FELINE PRIDES at December 31, 2001 and 2000 are based on
quoted market prices or a discounted cash flow analysis using Cox's incremental borrowing rate for similar types of borrowing

28

---

arrangements and dealer quotations. A summary of the carrying value and fair value of the fixed-rate instruments at December 31, 2001 and 2000 is as follows:

|                                     |  | December 31
|------------------------------------ |  | -----------
|
|
|
|Fixed-rate notes and debentures      |  | $          
|FELINE PRIDES                        |  |            
|Exchangeable subordinated debentures |  |            

11. Retirement Plans

Qualified Pension Plan

Cox maintains a qualified noncontributory defined benefit pension plan. Plan assets consist primarily of common stock, investment-grade corporate bonds, cash and
cash equivalents and U.S. government obligations. The pension plan calls for benefits to be paid to eligible employees at retirement based primarily upon years of service with Cox and compensation
rates near retirement. Current policy is to fund the plan in an amount that falls between the minimum contribution required by ERISA and maximum tax deductible contribution.

Total
pension expense was $17.5 million, $8.8 million, and $5.7 million for the years ended December 31, 2001, 2000 and 1999, respectively.

29

---

The
changes in the projected benefit obligations and changes in plan assets and funded status of the pension plan for the periods ended December 31, 2001 and 2000 are as follows:

Year Ended December 312001

2000(Thousands of Dollars)Change in Projected Benefit ObligationProjected benefit obligation at beginning of year

$
134,594

$
100,818Service cost


19,674


11,380Interest cost


12,114


9,407Plan amendments


1,093


603Actuarial loss


13,654


13,832Benefits paid


(2,118
)

(1,446
)Projected benefit obligation at end of the year


179,011


134,594Change in Plan AssetsFair value of plan assets at beginning of year


150,625


134,874Actual return on plan assets


(6,510
)

9,097Employer contributions


16,104


8,100Benefits paid


(2,118
)

(1,446
)Fair value of plan assets at end of year


158,101


150,625Funded status of plan


(20,910
)

16,031Unrecognized actuarial gains (losses)


18,808


(15,029
)Unrecognized prior service cost


2,019


1,053Unrecognized net transition obligation


(153
)

(391
)Prepaid (accrued) benefit cost

$
(236
)
$
1,664


The
components of net periodic benefit cost and the weighted-average pension assumptions used in accounting for pension benefits are as follows:

|                                        |                                 | Year Ended December 31 |  
|--------------------------------------- | ------------------------------- | ---------------------- | -
|
|
|Components of net periodic benefit cost |                                 |                        |  
|                                        | Service cost                    |                        | $
|                                        | Interest cost                   |                        |  
|                                        | Expected return on plan assets  |                        |  
|                                        | Prior service cost amortization |                        |  
|                                        | Actuarial gain                  |                        |  
|                                        | Transition amount amortization  |                        |  
|                                        |                                 |                        |  
|                                        | Net periodic total cost         |                        | $
|                                        |                                 |                        |  
|Weighted-average pension assumptions    |                                 |                        |  
|                                        | Discount rate                   |                        |  
|                                        | Expected return on plan assets  |                        |  
|                                        | Rate of compensation increase   |                        |  

30

---

Nonqualified Pension Plan

Certain key employees of Cox participate in an unfunded, nonqualified supplemental pension plan of CEI which has generally the same benefit payout formula as the
pension plan. Total pension expense recorded by Cox for the nonqualified CEI plan was $5.1 million, $3.1 million and $1.8 million for the years ended December 31, 2001,
2000 and 1999, respectively.

Other Retirement Plans

CEI provides certain health care and life insurance benefits to substantially all retirees of Cox. Post-retirement expense allocated to Cox by CEI was
$3.0 million, $2.6 million and $1.7 million for the years ended December 31, 2001, 2000 and 1999, respectively. The accumulated post-retirement benefit
obligation (APBO) attributable to Cox employees and retirees was $24.5 million and $26.3 million at December 31, 2001 and 2000, respectively. The funded status of the
post-retirement plan covering the employees of Cox is not determinable. The APBO for the post-retirement plan of CEI substantially exceeded the fair value of assets held in the
plan at December 31, 2001 and 2000.

Actuarial
assumptions used to determine the APBO include a discount rate of 7.25%, 7.50% and 8.00% for the years ended December 31, 2001, 2000 and 1999 respectively, and an
expected long-term rate of return on plan assets of 9.0% for all three years. For the years ended December 31, 2001, 2000 and 1999, the assumed health care cost trend rate for
retirees is 8.5%, 9.0% and 9.5%, respectively. For participants prior to age 65, the trend rate gradually decreases to 5.5% by year 2007 and remains level thereafter. For retirees at age 65 or older,
this rate decreases to 5.0% by year 2008. A 1% change in assumed health care cost trend rates would have the following effects as of December 31, 2001:

1% Increase

1% Decrease(Thousands of Dollars)Effect on service and interest cost components

$
416

$
(396
)Effect on other post-retirement benefit obligations


5,545


(4,886
)


In
addition, substantially all of Cox's employees are eligible to participate in the Savings and Investment plan. Under the terms of the plan, Cox matches 50% of employee contributions
up to a maximum of 6% of the employee's base salary. Cox's expense under the plan was $13.7 million, $11.9 million and $7.6 million for the years ended December 31, 2001,
2000 and 1999, respectively.

12. Stock Compensation Plans

At December 31, 2001, Cox had two stock-based compensation plans for employees: a Long-Term Incentive Plan (LTIP) and an Employee Stock
Purchase Plan (ESPP). Since the grant price of each LTIP award equals or exceeds the market price at the LTIP grant date, no compensation cost was recognized in 2001, 2000, and 1999. Further, the ESPP
qualifies as a noncompensatory plan under APB Opinion No. 25, and, as such, no compensation cost is recognized for ESPP awards. Had compensation cost for the LTIP and ESPP been determined based
on the fair value at the grant dates for awards in 2001, 2000 and 1999

31

---

consistent with the provisions of SFAS No. 123, Cox's as reported and pro forma basic and diluted earnings per share before cumulative effect of change in accounting principle would have been
as indicated below:

|            |                                                                     | Year Ended December 31
|----------- | ------------------------------------------------------------------- | ----------------------
|
|
|As reported |                                                                     |                       
|            | Earnings before cumulative effect of change in accounting principle |                       
|            | Basic earnings per share                                            |                       
|            | Diluted earnings per share                                          |                       
|Pro forma   |                                                                     |                       
|            | Earnings before cumulative effect of change in accounting principle |                       
|            | Basic earnings per share                                            |                       
|            | Diluted earnings per share                                          |                       

Long-Term Incentive Plan

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants
made in 2001, 2000 and 1999: expected volatility at each grant date averaging 34.6%, 32.1% and 32.6%, respectively, no payment of dividends,
expected life of six years and risk-free interest rates calculated at each grant date and averaging 4.9%, 6.4% and 5.5%, respectively.

Under
the LTIP, executive officers and selected key employees are eligible to receive awards of various forms of equity-based incentive compensation, including stock options, stock
appreciation rights, stock bonuses, restricted stock awards, performance units and phantom stock. Cox has reserved 24,000,000 shares of Class A common stock for issuance under the LTIP. The
LTIP is to be administered by the Compensation Committee of the Board of Directors or its designee.

Options
granted may be "Incentive Stock Options" or "Nonqualified Stock Options." The exercise prices of the options are determined by the Compensation Committee when the options are
granted, subject to a minimum price of the fair market value of the Class A common stock on the date of grant. These options vest over a period of three to five years from the date of grant and
expire 10 years from the date of grant. For all options granted prior to July 1, 1999, an accelerated vesting schedule was provided such that the options become fully vested if the
market value of the shares exceeded the exercise price by 140% for ten consecutive trading days. All options granted prior to February 1, 1999 met the acceleration provisions and became fully
vested. The terms of options granted on and after July 1, 1999 do not contain an accelerated vesting provision.

32

---



12. Stock Compensation Plans (Continued)

A
summary of the status of Cox's stock options granted under the LTIP as of December 31, 2001, 2000 and 1999 and changes during the years then ended is presented below:

|                                                                          |           | 2001 |           | 2000      |   | 1999 
|------------------------------------------------------------------------- | --------- | ---- | --------- | --------- | - | -----
|
|Outstanding at beginning of year                                          |           |      | 5,975,792 |           | $ | 26.45
|                                                                          | Granted   |      |           | 2,654,845 |   |      
|                                                                          | Exercised |      |           | (742,032  | ) |      
|                                                                          | Canceled  |      |           | (347,569  | ) |      
|                                                                          |           |      |           |           |   |      
|Outstanding at end of year                                                |           |      | 7,541,036 |           |   | 33.66
|                                                                          |           |      |           |           |   |      
|Options exercisable at year-end                                           |           |      | 3,436,856 |           | $ | 17.43
|Weighted-average grant date fair value of options granted during the year |           | $    | 19.86     |           |   |      

The
following table summarizes information about stock options outstanding and exercisable at December 31, 2001:

|  |               | Options Outstanding |           | Options Exercisable
|- | ------------- | ------------------- | --------- | -------------------
|
|$ | 8.49 - 11.31  |                     | 2,042,352 |                    
|  | 19.50 - 21.73 |                     | 682,005   |                    
|  | 33.59 - 39.66 |                     | 758,188   |                    
|  | 40.06 - 43.45 |                     | 146,147   |                    
|  | 45.31 - 51.44 |                     | 3,912,344 |                    
|  |               |                     |           |                    
|  |               |                     | 7,541,036 |                    
|  |               |                     |           |                    

Options
to purchase 3,893,157 shares of Class A common stock at $41.55 per share were granted on January 2, 2002.

Employee Stock Purchase Plans

In January 1998, Cox began administering its second ESPP, which had been adopted in April 1997 (the 1997 ESPP), under which Cox was authorized to
issue purchase rights totaling 2,500,000 shares of Class A common stock to substantially all employees who had completed six months of service. Purchase rights totaling 1,116,002 shares were
issued under the 1997 ESPP. Under the terms of the 1997 ESPP plan, the purchase price was 85% of the fair market value of the Class A common stock on October 31, 1997 and employees were
allowed to purchase the shares via payroll deductions through January 31, 2000, at which time the shares were issued to the employees. As of January 31, 2000, the 1997 ESPP was completed
and 883,269 shares were issued to employees. During 2000, no shares were issued to employees resulting from

33

---

cancellation of employees' participation in the 1997 ESPP or termination of employment. The fair value of the employees' purchase rights granted in 1998 was estimated using the Black-Scholes model
with the following assumptions: expected volatility of 30.0%, no payment of dividends, expected life of 2.08 years and risk-free interest rate of 5.7%. The weighted average fair
value of each purchase right granted in 1998 was $8.67.

In
April 2000, Cox began administering its third ESPP (the 2000 ESPP), under which Cox is authorized to issue purchase rights totaling 2,000,000 shares of Class A common
stock. The 2000 ESPP has four alternate entry dates, two of which commenced in 2000 and two in 2001. Employees are eligible to participate in the 2000 ESPP as of the first entry date on which they are
employed and are regularly scheduled to work at least 20 hours per week and are employed as of the grant date corresponding to one of the entry dates. Under the terms of the 2000 ESPP, the
purchase price for entry date is the lower of 85% of the fair market value of the Class A common stock on the grant date (the initial purchase price) or 90% of the fair market value of the
Class A common stock on March 31, 2002, the end of the 2000 ESPP. The initial purchase price was set at $42.67, $34.72, $40.61 and $34.50 for the first, second, third and fourth entry
dates, respectively. Purchase rights totaling 741,457, 98,833, 41,861, and 17,477 shares were issued under the 2000 ESPP for the first, second, third and fourth entry dates, respectively. Employees
are allowed to purchase the shares via payroll deductions through March 31, 2002, at which time the shares will be issued. During 2001 and 2000, 9,295 shares and 1,420 shares, respectively,
were issued under the 2000 ESPP due to cancellation of employees' participation or termination of employment. The weighted-average fair value of each purchase right granted was $13.18,
$7.96, $10.78 and $8.43 for the first, second, third and fourth entry dates, respectively. The fair value of the employees' purchase rights granted in 2001 and 2000 was determined using the
Black-Scholes model with the following assumptions for the first, second, third and fourth entry dates: expected volatility of 30.0%, 34.0%, 35.4% and 34.2%, respectively, no payment of dividends,
expected life of 2.08 years, 1.54 years, 1.04 years and 0.54 years, respectively, and risk-free interest rate of 6.46%, 5.83%, 3.61% and 2.53%, respectively.

13. Shareholders' Equity

In May 1999, Cox effected a two-for-one stock split with respect to stockholders of record on May 14, 1999 and amended its
certificate of incorporation to increase the authorized convertible preferred stock to 10,000,000 shares, the authorized Class A common stock to 671,000,000 shares and the authorized
Class C common stock to 62,000,000 shares. All references to number of shares and per share information in the consolidated financial statements and notes herein have been restated to give
effect to this stock split.

Convertible Preferred Stock

The holders of Series A convertible preferred stock are entitled to one vote per share on all matters upon which holders of Class A common stock are
entitled to vote and pay dividends to the extent declared by Cox's Board of Directors. In addition, any time after October 1, 2028 or upon the occurrence of certain events, as defined, Cox may
redeem the Series A convertible preferred stock at the original issue price of $22.14 per share, plus accrued and unpaid dividends. The Series A convertible preferred stock is
convertible into registered shares of Class A common stock at the option of the holder, based upon a predetermined conversion formula, only after October 1, 2003, a change in control of
Cox or notification of liquidation. Also, these shares may automatically convert upon the occurrence of certain events, including the sale of substantially all of Cox's assets, as defined. Cox expects
to account for any

34

---

appreciation realized upon conversion of the Series A convertible preferred stock as contingent purchase price in accordance with APB Opinion No. 16.

Common Stock

Cox's Class A common stock and Class C common stock are identical except with respect to certain voting, transfer and conversion rights. Holders of
Class A common stock are entitled to one vote per share and holders of Class C common stock are entitled to ten votes per share. The Class C common stock is subject to significant
transfer restrictions and is convertible on a share for share basis into Class A common stock at the option of the holder.

In
August 1999, Cox issued 38.3 million shares of Class A common stock with a fair value of $1.6 billion to TCA shareholders in connection with the TCA
merger, as described in Note 4. "Acquisitions, Dispositions and Exchange of Businesses."

In
August 1999, Cox issued 10,100,000 shares of Class A common stock under an existing shelf registration for aggregate proceeds of $350.3 million, less offering
costs of $12.4 million.

Earnings Per Share

The following table reconciles the numerator and the denominator of the basic and diluted earnings per share computations for the years ended December 31,
2001, 2000 and 1999:

Year Ended December 312001

2000

1999(Thousands of Dollars, excluding
per share dataIncome before cumulative effect of change in accounting principle(A)

$
37,911

$
1,925,525

$
881,928Basic weighted average shares outstanding(B)


600,366


601,952


572,609Effect of dilutive securities:Employee stock options


643


1,228


2,943Employee stock purchase plan


596


17


1,023Convertible preferred stock


7,138


4,997


4,114Forward purchase contracts forming a part of the FELINE PRIDES


74


355


2,393Diluted weighted average shares
outstanding(C)


608,817


608,549


583,082Earnings per share before cumulative effect of change in accounting principleBasic earnings per share(A/B)

$
0.06

$
3.20

$
1.54Diluted earnings per share(A/C)

$
0.06

$
3.16

$
1.51


Diluted
earnings per share for the years ended December 31, 2001 and 2000 exclude the effect of 10.9 million and 10.7 million shares, respectively, of Class A
common stock that may be issued upon redemption of the RHINOS because such effects would be antidilutive. Diluted earnings per share for the

35

---

year ended December 31, 2001 excludes the effect of 6.7 million shares of Class A common stock that may be issued upon conversion of the convertible senior notes, because such
effect would be antidilutive.

Stock Repurchase Program

In April 2000, Cox approved a stock repurchase program whereby Cox is authorized to purchase up to $500.0 million of its outstanding Class A
common stock on the open market or through private transactions. During the year ended December 31, 2000, Cox repurchased 5.5 million shares of its Class A common stock on the
open market for an aggregate cost of $211.9 million. During 2001, Cox did not repurchase any shares of its Class A common stock under the stock repurchase program.

Other

At December 31, 2001 and 2000, CEI owned approximately 65.5% and 67.8%, respectively, of the outstanding shares of Cox common stock and held 75.6% and
77.2%, respectively, of the voting power of Cox.

14. Transactions with Affiliated Companies

CEI performs day to day cash management services for Cox. In addition, CEI provides certain other management services to Cox including legal, corporate
secretarial, tax, cash management, internal audit, risk management, benefits administration including self-insured health and other insured plans and other support services. Cox was
allocated expenses for the years ended December 31, 2001, 2000 and 1999 of approximately $5.3 million, $3.9 million and $3.3 million, respectively, related to these
services. Cox pays rent and certain other occupancy costs to CEI for its home office facilities, which approximated $7.2 million, $6.1 million and $5.6 million for the years ended
December 31, 2001, 2000 and 1999, respectively. Allocated expenses are based on CEI's estimate of expenses relative to the services provided to Cox in relation to those provided to other
divisions of CEI. Rent and occupancy expense is allocated based on occupied space. Management believes that these allocations were made on a reasonable basis. However, the allocations are not
necessarily indicative of the level of expenses that might have been incurred had Cox contracted directly with third parties. Management has not made a study or any attempt to obtain quotes from third
parties to determine what the cost of obtaining such services from third parties would have been. The fees and expenses to be paid by Cox to CEI are subject to change.

The
amounts due to CEI are generally due on demand and represent the net of various transactions, including those described above. Outstanding amounts due from CEI bear interest equal to
CEI's current commercial paper borrowing rate, which was 3.0% and 7.6% at December 31, 2001 and 2000, respectively.

36

---

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

(Thousands of Dollars)Intercompany due from CEI, December 31, 1999

$
114,821Cash transferred from CEI


(16,039
)Net operating expense allocations


(92,974
)Intercompany due from CEI, December 31, 2000


5,808Cash transferred to CEI


151,260Net operating expense allocations


(143,823
)Intercompany due from CEI, December 31, 2001

$
13,245


Cox
filed a shelf registration statement to register shares of its Class A common stock deliverable by CEI upon exchange of the 2% exchangeable senior notes due 2021 issued by CEI
in April 2001, and that shelf registration statement was declared effective by the SEC in July 2001. Pursuant to the indenture governing the exchangeable notes, CEI was obligated, at the
option of the holder, to purchase the exchangeable notes held by such holder if the notes were properly tendered and not withdrawn before the close of business on February 15, 2002. All of the
outstanding notes were tendered to CEI, and CEI repurchased all such notes in February 2002. Accordingly, in March 2002, Cox filed a post-effective amendment to its shelf
registration statement related to CEI's exchangeable notes to de-register the shares of Class A common stock covered by that registration statement.

In
October 2001, CEI sold 13.5 million shares of Cox Class A common stock it owned to two private investors. In connection with this transaction, Cox entered into
agreements providing the two private investors with certain demand and piggy-back registration rights.

Cox
pays fees to certain entities in which it has an ownership interest in exchange for cable programming. Programming fees paid to such affiliates for the years ended
December 31, 2001, 2000 and 1999 were approximately $69.7 million, $64.0 million and $47.0 million, respectively.

Cox
has invested in a series of local joint ventures with Cox Interactive Media, Inc., an indirect, wholly owned subsidiary of CEI, to develop, operate and promote advertising
supported local Internet content, orCity Sites, in the markets where Cox operates cable television systems featuring high speed Internet access. Cox is
a 49% equity holder in the joint ventures, has contributed approximately $22.3 million in the
aggregate and has agreed to certain non-compete provisions. Cox Interactive Media owns the remaining interest in these joint ventures and is responsible for
day-to-day operations of the joint ventures.

37

---

15. Other Comprehensive Income

The following represents the components of other comprehensive income and related tax effects for the years ended December 31, 2001, 2000 and 1999:

|                                              |                                                                    | Before-Tax
Amount |            | Tax
(Expense)
or Benefit |   | Net-of-Tax
Amount |           
|--------------------------------------------- | ------------------------------------------------------------------ | ----------------- | ---------- | ------------------------ | - | ----------------- | ----------
|
|For the year ended December 31, 1999          |                                                                    |                   |            |                          |   |                   |           
|Unrealized gains on securities                |                                                                    |                   |            |                          |   |                   |           
|                                              | Unrealized holding gains arising during the period                 |                   | $          | 6,006,535                |   | $                 | (2,307,149
|                                              | Less: reclassification adjustment for gains realized in net income |                   |            | (706,528                 | ) |                   | 272,013   
|                                              |                                                                    |                   |            |                          |   |                   |           
|Other comprehensive income, December 31, 1999 |                                                                    | $                 | 5,300,007  |                          | $ | (2,035,136        | )         
|                                              |                                                                    |                   |            |                          |   |                   |           
|For the year ended December 31, 2000          |                                                                    |                   |            |                          |   |                   |           
|Unrealized gains on securities                |                                                                    |                   |            |                          |   |                   |           
|                                              | Unrealized holding gains arising during the period                 |                   | $          | (4,321,955               | ) | $                 | 1,660,910 
|                                              | Less: reclassification adjustment for gains realized in net income |                   |            | (2,293,132               | ) |                   | 882,856   
|                                              |                                                                    |                   |            |                          |   |                   |           
|Other comprehensive income, December 31, 2000 |                                                                    | $                 | (6,615,087 | )                        | $ | 2,543,766         |           
|                                              |                                                                    |                   |            |                          |   |                   |           
|For the year ended December 31, 2001          |                                                                    |                   |            |                          |   |                   |           
|Unrealized losses on securities               |                                                                    |                   |            |                          |   |                   |           
|                                              | Unrealized holding losses arising during the period                |                   | $          | 212,470                  |   | $                 | (81,801   
|                                              | Less: reclassification adjustment for gains realized in net income |                   |            | (408,762                 | ) |                   | 157,372   
|                                              | Cumulative effect of change in accounting principle                |                   |            | (315,382                 | ) |                   | 121,422   
|                                              |                                                                    |                   |            |                          |   |                   |           
|Other comprehensive income, December 31, 2001 |                                                                    | $                 | (511,674   | )                        | $ | 196,993           |           
|                                              |                                                                    |                   |            |                          |   |                   |           

Components
of accumulated other comprehensive income consisted of net unrealized gain on securities of $766.7 million ($473.1 million, net of tax) and
$1,285.8 million ($787.8 million, net of tax) at December 31, 2001 and 2000, respectively.

38

---



16. Supplemental Financial Statement Information

Supplemental Consolidated Balance Sheet Information

|                                                                       |                              | December 31 |           
|---------------------------------------------------------------------- | ---------------------------- | ----------- | ----------
|
|
|Plant and equipment                                                    |                              |             |           
|Land                                                                   |                              | $           | 96,818    
|Buildings and building improvements                                    |                              |             | 468,357   
|Transmission and distribution plant                                    |                              |             | 8,336,686 
|Other equipment                                                        |                              |             | 963,121   
|Construction in progress                                               |                              |             | 463,550   
|                                                                       |                              |             |           
|                                                                       | Plant and equipment, at cost |             |           
|Less accumulated depreciation                                          |                              |             | (3,200,624
|                                                                       |                              |             |           
|                                                                       | Net plant and equipment      |             | $         
|                                                                       |                              |             |           
|Intangible assets                                                      |                              |             |           
|Franchise value and excess cost over fair value of net assets acquired |                              | $           | 14,905,681
|Other                                                                  |                              |             | 17,265    
|                                                                       |                              |             |           
|                                                                       | Total                        |             |           
|Less accumulated amortization                                          |                              |             | (1,412,052
|                                                                       |                              |             |           
|                                                                       | Net intangible assets        |             | $         
|                                                                       |                              |             |           

Supplemental Disclosure of Non-cash Investing and Financing Activities

|                                  |                                                | Year Ended December 31
|--------------------------------- | ---------------------------------------------- | ----------------------
|
|
|Significant non-cash transactions |                                                |                       
|                                  | Satisfaction of Excite@Home right              |                       
|                                  | AT&T cable system exchange                     |                       
|                                  | Receipt of Excite@Home right                   |                       
|                                  | Fort Walton Beach cable system acquisition.    |                       
|                                  | MediaOne cable system exchange                 |                       
|                                  | Cox Class A common stock issued in TCA merger  |                       
|                                  | Assumed TCA indebtedness and other liabilities |                       
|                                  | Cox PCS stock transaction                      |                       
|Additional cash flow information  |                                                |                       
|                                  | Cash paid for interest                         |                       
|                                  | Cash paid for income taxes                     |                       

39

---

17. Commitments and Contingencies

Cox leases land, office facilities and various items of equipment under noncancellable operating leases. Rental expense under operating leases amounted to
$21.1 million, $17.8 million and $9.3 million in 2001, 2000 and 1999, respectively. Future minimum lease payments for each of the five years subsequent to December 31, 2001
are $21.4 million, $18.8 million, $14.2 million, $9.4 million and $7.1 million, respectively, and $7.6 million thereafter for all noncancellable operating
leases.

At
December 31, 2001, Cox had outstanding purchase commitments totaling approximately $191.1 million for additions to plant and equipment and $269.7 million to
rebuild certain existing cable systems. In addition, Cox had unused letters of credit outstanding totaling $3.6 million at December 31, 2001.

Cox
and certain subsidiaries are defendants in two putative subscriber class action suits in state courts in Louisiana and Texas initiated between October 17, 1997 and
December 17, 1998. The suits challenge the propriety of late fees charged by the subsidiaries to customers who fail to pay for services in a timely manner. The suits seek injunctive relief and
various formulations of damages under certain claimed causes of action under various bodies of state law. These actions are in various stages of defense and are being defended vigorously. The outcome
of these matters cannot be predicted at this time. Five similar suits that had been pending in Nevada, Indiana, Arizona and Florida have been settled and dismissed; one similar suit that had been
pending in Nebraska was dismissed with prejudice.

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

Jerrold
Schaffer and Kevin J. Yourman, on May 26, 2000 and May 30, 2000, respectively, filed class action lawsuits in the Superior Court of the State of California for the
County of San Mateo on behalf of themselves and all other shareholders of At Home Corporation, also referred to as Excite@Home, as of March 28, 2000 seeking (a) to enjoin
consummation of a March 28, 2000 letter agreement among Excite@Home's principal investors, including Cox, and (b) unspecified compensatory damages. Cox and David Woodrow, Cox's former
Executive Vice President, Business Development, among others, are named defendants in both lawsuits. Mr. Woodrow formerly served on the Excite@Home board of directors. See Note 5.
"Investments." The plaintiffs, who continue to seek unspecified compensatory damages, assert that the defendants breached purported fiduciary duties of care, candor and loyalty to the plaintiffs by
entering into the letter agreement and/or taking certain actions to facilitate the consummation of the transactions contemplated by the letter agreement. Pursuant to an agreement with the plaintiffs,
the defendants have yet to answer the complaint. On February 26, 2001, the Court stayed the action on grounds of forum non conveniens. A related suit styled Linda Ward, et al. v. At Home
Corporation (No. 418233) was filed on September 6, 2001 in California Superior Court in San Mateo County. On February 7, 2002, the Court

40

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consolidated the Ward action with the Schaffer/Yourman action, thereby staying the case. Cox intends to defend these actions vigorously, though the outcome cannot be predicted at this time.

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

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

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

18. Unaudited Quarterly Financial Information

The following table sets forth selected historical quarterly financial information for Cox. This information is derived from unaudited quarterly financial
statements of Cox and includes, in the opinion of

41

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management, only normal and recurring adjustments that management considers necessary for a fair presentation of the results for such periods.

|                                                                         |                                                                          | 2001 |      
|------------------------------------------------------------------------ | ------------------------------------------------------------------------ | ---- | -----
|
|
|Revenues                                                                 |                                                                          | $    | 947.9
|Programming costs                                                        |                                                                          |      | 237.8
|Selling, general and administrative                                      |                                                                          |      | 352.0
|Depreciation                                                             |                                                                          |      | 259.6
|Amortization                                                             |                                                                          |      | 92.6 
|                                                                         |                                                                          |      |      
|Operating income (loss)                                                  |                                                                          | $    | 5.9  
|Income (loss) before cumulative effect of change in accounting principle |                                                                          | $    | (30.5
|Cumulative effect of change in accounting principle                      |                                                                          |      | 717.1
|                                                                         |                                                                          |      |      
|Net income (loss)                                                        |                                                                          | $    | 686.6
|                                                                         |                                                                          |      |      
|Basic net income (loss) per share                                        |                                                                          |      |      
|                                                                         | Income (loss) before cumulative effect of change in accounting principle |      | $    
|                                                                         | Cumulative effect of change in accounting principle                      |      |      
|                                                                         |                                                                          |      |      
|Basic net income (loss) per share                                        |                                                                          | $    | 1.14 
|                                                                         |                                                                          |      |      
|Diluted net income (loss) per share                                      |                                                                          |      |      
|                                                                         | Income (loss) before cumulative effect of change in accounting principle |      | $    
|                                                                         | Cumulative effect of change in accounting principle                      |      |      
|                                                                         |                                                                          |      |      
|Diluted net income (loss) per share                                      |                                                                          | $    | 1.14 
|                                                                         |                                                                          |      |      

|                                    |  | 2000 |        
|----------------------------------- |  | ---- | -------
|
|
|Revenues                            |  | $    | 779.8  
|Programming costs                   |  |      | 195.6  
|Selling, general and administrative |  |      | 284.5  
|Depreciation                        |  |      | 178.8  
|Amortization                        |  |      | 78.9   
|                                    |  |      |        
|Operating income                    |  | $    | 42.0   
|                                    |  |      |        
|Net income (loss)                   |  | $    | 1,067.5
|                                    |  |      |        
|Basic net income (loss) per share   |  | $    | 1.77   
|                                    |  |      |        
|Diluted net income (loss) per share |  | $    | 1.74   
|                                    |  |      |        

42

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To the Board of Directors and Shareholders of
Cox Communications, Inc.

We
have audited the accompanying consolidated balance sheets of Cox Communications, Inc. (Cox) as of December 31, 2001 and 2000, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of Cox's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cox at December 31, 2001 and 2000, and
the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in
the United States of America.

As
discussed in Note 9 to the consolidated financial statements, effective January 1, 2001, Cox changed its method of accounting for derivative instruments and hedging
activities to conform with Statement of Financial Accounting Standards No. 133, as amended.

DELOITTE &
TOUCHE LLP

Atlanta,
Georgia
March 14, 2002

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PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



Listed
below are the exhibits which are filed as part of this amended report (according to the number assigned to them in Item 601 of Regulation S-K):

|Exhibit
Number |  |   |  | Description                                                                                                                                                                                                                                                                                                      
|-------------- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  |  |  | Asset Purchase Agreement between Multimedia Cablevision, Inc. and Cox Communications, Inc. (Incorporated by reference to Exhibit 2.1 to Cox's Current Report on Form 8-K dated and filed with the Commission on July 27,
1999).                                                                                  
|2.2            |  |  |  | Agreement and Plan of Reorganization among Cox Teleport Partners, Inc., TCI Holdings, Inc. and United Cable Television Corporation, dated as of July 6, 1999. (Incorporated by reference to Exhibit 2.1 to Cox's Current
Report on Form 8-K/A dated July 7, 1999 and filed with the Commission on July 28, 1999).
|3.1            |  |  |  | Amended Certificate of Incorporation of Cox Communications, Inc. (Incorporated by reference to Exhibit 3.1 to Cox's Quarterly Report on Form 10-Q, filed with the Commission on November 14, 2000.)                                                                                                              
|3.2            |  |  |  | Bylaws of Cox Communications, Inc. (Incorporated by reference to Exhibit 3.2 to Cox's Registration Statement on Form S-4, File No. 33-80152, filed with the Commission on December 16, 1994.)                                                                                                                    
|4.1            |  |  |  | Indenture, dated as of June 27, 1995, between Cox Communications, Inc. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.1 to Cox's Registration Statement on Form S-1, File No. 33-99116, filed
with the Commission on November 8, 1995.)                                           
|4.2            |  |  |  | First Supplemental Indenture, dated as of August 12, 1999, between Cox Communications, Inc. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.4 to Cox's Current Report on Form 8-K, dated August
12, 1999 and filed with the Commission on August 23, 1999.)                        

44

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|4.3  |  |  |  | Form of Preferred Securities Guarantee Agreement. (Incorporated by reference to Exhibit 4.5 to Cox's Registration Statement on Form S-3, File No. 333-82575, filed with the Commission on July 28, 1999.)                                                                                                                               
|---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4  |  |  |  | Form of Capital Securities Guarantee Agreement. (Incorporated by reference to Exhibit 4.6 to Cox's Registration Statement on Form S-3, File No. 333-82575, filed with the Commission on August 6,
1999.)                                                                                                                                
|4.5  |  |  |  | Indenture, dated as of January 30, 1998, between TCA Cable TV, Inc. and Chase Bank of Texas, National Association, as Trustee. (Incorporated by reference to Exhibit 4(a) of TCA's Registration Statement on Form S-3, File
No. 333-32015, filed with the Commission on July 24, 1997.)                                                 
|4.6  |  |  |  | First Supplemental Indenture, dated as of August 12, 1999, among TCA Cable TV, Inc., Cox Classic Cable, Inc. and Chase Bank of Texas, N.A., as Trustee. (Incorporated by reference to Exhibit 4.2 to Cox's Current Report on
Form 8-K, dated August 12, 1999 and filed with the Commission on August 25, 1999.)                         
|4.7  |  |  |  | Second Supplemental Indenture, dated as of October 6, 1999, between Cox Communications, Inc., as Issuer and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.1 to Cox's Quarterly Report on Form
10-Q, filed with the Commission on November 8, 1999.)                                                         
|4.8  |  |  |  | Guarantee Agreement, dated as of October 6, 1999, between Cox Communications, Inc. and The Bank of New York. (Incorporated by reference to Exhibit 4.2 to Cox's Quarterly Report on Form 10-Q, filed with the Commission on
November 8, 1999.)                                                                                          
|4.9  |  |  |  | Second Supplemental Indenture, dated as of March 14, 2000, between Cox Communications, Inc. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K for Cox
Communications, Inc., filed with the Commission on March 23, 2000.)                                               
|4.10 |  |  |  | Third Supplemental Indenture, dated as of April 19, 2000, between Cox Communications, Inc. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.2 of Cox's Current Report on Form 8-K, dated April
19, 2000 and filed with the Commission on April 24, 2000.)                                                  
|4.11 |  |  |  | Form of PRIZES. (Incorporated by reference to Exhibit 4.2 of Cox's Registration Statement on Form 8-A, filed with the Commission on November 24, 1999.)                                                                                                                                                                                 
|4.12 |  |  |  | Form of MOPPRS/CHEERS. (Incorporated by reference to Exhibit 4.3 to Cox's Current Report on Form 8-K, dated November 7, 2000 and filed with the Commission on November 9, 2000.)                                                                                                                                                        
|4.13 |  |  |  | Fourth Supplemental Indenture, dated as of February 23, 2001, between Cox Communications, Inc. and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.13 to Cox's Annual Report on Form 10-K, filed
with the Commission on March 19, 2001).                                                                      
|4.14 |  |  |  | Registration Rights Agreement, dated as of October 1, 1998, among Cox Communications, Inc., G.C. Investments and Barbara J. Greenspun, as Trustee of the Unified Credit Trust. (Incorporated by reference to Exhibit 10.1 to
Cox's Current Report on Form 8-K, dated October 1, 1998 and filed with the Commission on October 15, 1998).

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|4.15 |  |  |  | Registration Rights Agreement, dated as of February 23, 2001, by and among Cox Communications, Inc. and Salomon Smith Barney Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
America Securities LLC, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, ABN AMRO Rothschild LLC, Fleet Securities, Inc., J.P. Morgan Securities Inc. and SG Cowen Securities Corporation. (Incorporated by reference to
Exhibit 4.1 to Cox's Current Report on Form 8-K/A, dated February 13, 2001 and filed with the Commission on March 8, 2001).
|---- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.16 |  |  |  | Registration Rights Agreement, dated as of October 29, 2001, among Cox Communications, Inc., Cox Enterprises, Inc. and Cascade Investment LLC (Incorporated by reference to Exhibit 4.1 to Cox's Quarterly Report on Form
10-Q/A, filed with the Commission on January 23, 2002).                                                                                                                                                                                                                                                                                                                 
|4.17 |  |  |  | Registration Rights Agreement, dated as of October 29, 2001, among Cox Communications, Inc., Cox Enterprises, Inc. and Bill & Melinda Gates Foundation. (Incorporated by reference to Exhibit 4.2 to Cox's Quarterly
Report on Form 10-Q/A, filed with the Commission on January 23, 2002).                                                                                                                                                                                                                                                                                                       
|10.1 |  |  |  | Cox Executive Supplemental Plan of Cox Enterprises, Inc. (Incorporated by reference to Exhibit 10.5 to Cox's Registration Statement on Form S-4, File No. 33-80152, filed with the Commission on December 16, 1994.)
(Management contract or compensatory plan.)                                                                                                                                                                                                                                                                                                                                  
|10.2 |  |  |  | Cox Communications, Inc. Amended and Restated Long-Term Incentive Plan. (Incorporated by reference to Appendix B of Cox's Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 14, 2001.)
(Management contract or compensatory plan.)                                                                                                                                                                                                                                                                                                                                   
|10.3 |  |  |  | Cox Communications, Inc. Restricted Stock Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.9 to Cox's Registration Statement on Form S-4, File No. 33-80152, filed with the Commission on December
16, 1994.) (Management contract or compensatory plan.)                                                                                                                                                                                                                                                                                                                
|10.4 |  |  |  | Merger and Contribution Agreement, dated as of February 6, 1998, among TCI Satellite Entertainment, Inc., PrimeStar Inc., Time Warner Entertainment Company L.P., Advance/Newhouse Partnership, Comcast Corporation, Cox
Communications, Inc., MediaOne of Delaware, Inc. and GE American Communications, Inc. (Incorporated by reference to Exhibit 10.24 to Cox's Annual Report on Form 10-K, filed with the Commission on March 19, 1998.)                                                                                                                                                     
|10.5 |  |  |  | 364-Day Credit Agreement, dated as of September 26, 2000, by and among Cox Communications, The Chase Manhattan Bank, as Administrative Agent, Bank of America trust and Savings Association, as Syndication Agent, The Bank
of New York and Wachovia Bank, N.A., as Co-Documentation Agents and Chase Securities, Inc., as Sole Advisor, Arranger and Book Manager, and the other banks party thereto. (Incorporated by reference to Exhibit 10.1 to Cox's Quarterly Report on Form
10-Q, filed with the Commission on November 14, 2000.)                                                        
|10.6 |  |  |  | Amended and Restated 364-Day Credit Agreement, dated as of June 29, 2001, among Cox Communications, Inc., the banks party thereto, The Chase Manhattan Bank, as Administrative Agent, The Bank of New York and Wachovia Bank,
N.A., as Documentation Agents and Bank of America, N.A. and Mizuho Bank as Syndication Agents. (Incorporated by reference to Exhibit 10.1 to Cox's Registration Statement on Form S-3, File No. 333-65102, filed with the Commission on July 13,
2001.)                                                                                                             

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|10.7  |  |  |  | Five-Year Credit Agreement, dated as of September 26, 2000, by and among Cox Communications, Inc., the banks party thereto, The Chase Manhattan Bank, as Administrative Agent, 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 and Chase Securities Inc., as Sole Advisor, Arranger and Book Manager. (Incorporated by reference to Exhibit 10.2 to Cox's Quarterly Report on
Form 10-Q, filed with the Commission on November 14, 2000.)
|----- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  |  |  | First Amendment, dated as of June 29, 2001, in respect of the Five-Year Credit Agreement dated as of September 26, 2000, among Cox Communications, Inc., the banks party thereto, The Chase Manhattan Bank, as Administrative
Agent, The Bank of New York and Wachovia Bank, N.A., as Co-Documentation Agents and Bank of America, N.A., as Syndication Agent. (Incorporated by reference to Exhibit 10.2 to Cox's Registration Statement on Form S-3, File No. 333-65102, filed with
the Commission on July 13, 2001.)                         
|10.9  |  |  |  | Purchase Contract Agreement, dated as of August 12, 1999, between Cox Communications, Inc. and The First National Bank of Chicago, as Purchase Contract Agent. (Incorporated by reference to Exhibit 4.1 to Cox's Current
Report on Form 8-K, dated August 12, 1999 and filed with the Commission on August 23, 1999.)                                                                                                                                                                                                                          
|10.10 |  |  |  | Remarketing Agreement, dated as of August 12, 1999, by and among Cox Communications, Inc., Cox Trust II, The First National Bank of Chicago, as Purchase Contract Agent and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Remarketing Agent. (Incorporated by reference to Exhibit 4.2 to Cox's Current Report on Form 8-K, dated August 12, 1999 and filed with the Commission on August 23, 1999.)                                                                                                              
|10.11 |  |  |  | Pledge Agreement, dated as of August 12, 1999, among Cox Communications, Inc., The Bank of New York, as Collateral Agent, Custodial Agent and Securities Intermediary and The First National Bank of Chicago, as Purchase
Contract Agent. (Incorporated by reference to Exhibit 4.3 to Cox's Current Report on Form 8-K, dated August 12, 1999 filed with the Commission on August 23, 1999.)                                                                                                                                                   
|10.12 |  |  |  | Remarketing Agreement, dated as of October 6, 1999, among Cox Communications, Inc., Cox RHINOS Trust and Banc of America Securities LLC. (Incorporated by reference to Exhibit 10.1 to Cox's Quarterly Report on Form 10-Q,
dated August 12, 1999 filed with the Commission on November 8, 1999.)                                                                                                                                                                                                                                               
|10.13 |  |  |  | Letter Agreement and Term Sheets, dated March 28, 2000, among At Home Corporation, AT&T Corp., Comcast Corporation and Cox Communications, Inc. (Incorporated by reference to Exhibit 1 to Schedule 13D/A filed by
AT&T Corp. on March 30, 2000 with respect to At Home Corporation).                                                                                                                                                                                                                                                           
|10.14 |  |  |  | Share Issuance Agreement, dated as of May 18, 2001, among Cox Communications, Inc., Cox@Home, Inc. and AT&T Corp. (Incorporated by reference to Exhibit 10.1 to Cox's Current Report on Form 8-K, dated May 8, 2001 and
filed with the Commission on May 25, 2001.)                                                                                                                                                                                                                                                                             

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|10.15 |  |  |  | Letter Agreement, dated as of December 3, 2001, among Comcast Cable Communications, Inc., Cox Communications, Inc., Rogers Cable Inc., Insight Communications Company, L.P., Insight Communications Midwest, LLC and
Insight Kentucky Partners II, L.P., Mediacom LLC and Mediacom Broadband LLC and affiliates, and Midcontinent Communications, the Official Committee of Unsecuried Creditors appointed in At Home Corporation's Chapter 11 bankruptcy case and At
Home Corporation. (Incorporated by reference to Exhibit 10.15 to Cox's Annual Report on Form 10-K filed with the Commission on March 26, 2002).
|----- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13    |  |  |  | Portions of the 2001 Summary Annual Report to Shareholders. (Incorporated by reference to Exhibit 13 to Cox's Annual Report on Form 10-K filed with the Commission on March 26, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                
|21    |  |  |  | Subsidiaries of Cox Communications, Inc. (Incorporated by reference to Exhibit 21 to Cox's Annual Report on Form 10-K filed with the Commission on March 26, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|23    |  |  |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|24    |  |  |  | Power of Attorney (included on the signatures page to the original report on Form 10-K filed with the Commission on March 26, 2002.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

Cox
filed one report on Form 8-K, dated October 22, 2001, during the fourth quarter of the year ended December 31, 2001 to file a press release announcing the
proposed sale to two private investors of 13.5 million shares of its Class A common stock owned by Cox Enterprises, Inc.

48

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cox Communications, Inc. has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |  | COX COMMUNICATIONS, INC.
| |  | ------------------------
| |  | By:                     

Date:
March 27, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Cox
Communications, Inc. and in the capacities and on the dates indicated.

|Signature                                       |  | Title                                                                                                      |  | Date          
|----------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------------
|                                                |  |                                                                                                            |  |               
|*James C. Kennedy                               |  | Chairman of the Board of Directors                                                                         |  | March 27, 2002
|*James O. Robbins                               |  | President and Chief Executive Officer; Director (principal executive officer)                              |  | March 27, 2002
|/s/JIMMY W. HAYESJimmy W. Hayes                 |  | Executive Vice President,
Finance and Administration
Chief Financial Officer (principal financial officer) |  | March 27, 2002
|/s/WILLIAM J. FITZSIMMONSWilliam J. Fitzsimmons |  | Vice President of Accounting & Financial Planning (principal accounting officer)                           |  | March 27, 2002
|*Janet M. Clarke                                |  | Director                                                                                                   |  | March 27, 2002
|*David E. Easterly                              |  | Director                                                                                                   |  | March 27, 2002
|*Rodney W. Schrock                              |  | Director                                                                                                   |  | March 27, 2002
|*Robert C. O'Leary                              |  | Director                                                                                                   |  | March 27, 2002
|*Andrew J. Young                                |  | Director                                                                                                   |  | March 27, 2002

---

Jimmy
W. Hayes, by signing his name hereto, does sign this document on behalf of each of the persons indicated above for whom he is attorney-in-fact pursuant to a
power of attorney duly executed by such person and filed with the Securities and Exchange Commission.

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