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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2002

                                       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: 0-23253

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

                               ITC/\DELTACOM, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                              58-2301135
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)

             1791 O.G. Skinner Drive, West Point, Georgia   31833
             (Address of principal executive offices)     (Zip Code)

                                 (706) 385-8000
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(b) of the Act:

                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share

                                (Title of Class)

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

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

     Indicate 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 amendment to this
Form 10-K. [_]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

Yes [_] No [X]

     The aggregate market value of the registrant's voting and non-voting common
equity held by non-affiliates of the registrant at June 28, 2002, based upon the
last reported sale price of the registrant's common stock on the NASDAQ National
Market on that date, was approximately $3.0 million.

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [_]

     The number of shares of the registrant's common stock outstanding on March
21, 2003 was 44,848,300.

<PAGE>

                                EXPLANATORY NOTE

     ITC/\DeltaCom, Inc. is filing this amendment to its Annual Report on Form
10-K/A to conform its EBITDA disclosures in its Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission on March 31, 2003, to its
subsequently revised EBITDA presentation.

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                                TABLE OF CONTENTS

<TABLE>
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                                                 PART II


Item 6.           Selected Financial Data ..............................................................      1

Item 7.           Management's Discussion and Analysis of Financial Condition and Results of
                     Operations ........................................................................      3

                                                 PART IV

Item 15.          Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................     28
</TABLE>

                                        i

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Item 6. Selected Financial Data.

     The following table sets forth our selected consolidated financial data.
The selected historical income statement data for each of the years ended
December 31, 2001, 2000, 1999 and 1998 and the selected historical balance sheet
data as of the years then ended have been derived from the consolidated
financial statements that have been audited by Arthur Andersen LLP, independent
public accountants. The selected historical income statement data for the
periods from January 1, 2002 to October 29, 2002 and October 30, 2002 to
December 31, 2002, and the selected historical balance sheet data as of October
29, 2002 and December 31, 2002, have been derived from the consolidated
financial statements that have been audited by BDO Seidman, LLP, independent
public accountants. We have divided our 2002 historical income statement and
balance sheet data into these two periods as a result of our adoption, under
AICPA Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code," of fresh start reporting on October
30, 2002, following our emergence from Chapter 11 bankruptcy reorganization
proceedings on October 29, 2002. The selected financial and operating data as of
and for the periods ended October 29, 2002 and December 31, 2002 are generally
not comparable to the financial results for prior periods. You should read the
financial data below together with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the audited consolidated
financial statements, including the notes thereto, appearing elsewhere in this
report.

<TABLE>
<CAPTION>
                                                    Successor                                Predecessor
                                                    ---------    ------------------------------------------------------------------
                                                   Period from     Period from                 Year Ended December 31,
                                                                                 --------------------------------------------------
                                               October 30, 2002  January 1, 2002
                                                to December 31,   to October 29,
                                                      2002             2002         2001        2000           1999         1998
                                                      ----             ----         ----        ----           ----         ----
                                                                     (In thousands, except share data)
<S>                                               <C>             <C>          <C>           <C>           <C>          <C>
Income Statement Data:
Operating revenues ............................   $    65,569    $   352,897   $   415,339   $   363,648   $   244,844  $   171,838
                                                  -----------    -----------   -----------   -----------   -----------  -----------
Expenses:
  Cost of services ............................        30,021        164,920       186,121       155,000       118,721       82,979
  Inventory write-down ........................            --             --         1,663            --            --           --
  Selling, operations and administration ......        27,108        136,472       188,712       151,050        96,854       64,901
  Depreciation and amortization ...............         9,002        105,696       118,938        86,519        53,810       30,887
  Loss on early termination of credit
    facility and debt (a)......................            --             --            --         1,321            --       10,569
  Special charges (b) .........................            --            223        74,437            --            --           --
                                                  -----------    -----------   -----------   -----------   -----------  -----------
    Total expenses ............................        66,131        407,311       569,871       393,890       269,385      189,336
                                                  -----------    -----------   -----------   -----------   -----------  -----------
Operating loss ................................          (562)       (54,414)     (154,532)      (30,242)      (24,541)     (17,498)
Interest expense ..............................        (2,350)       (35,704)      (58,833)      (55,482)      (45,293)     (31,930)
Interest income ...............................           216            349         2,066        14,763        14,195        9,753
Other income (expense), net...................            --           (289)         (632)         (426)          754       (3,254)
                                                  -----------    -----------   -----------   -----------   -----------  -----------
Loss before reorganization items and income
  taxes .......................................        (2,696)       (90,058)     (211,931)      (71,387)      (54,885)     (42,929)
Reorganization items (c) ......................            --         60,792            --            --            --           --
Income tax expense (benefit) ..................            --             --            --          (512)           94       (8,587)
                                                  -----------    -----------   -----------   -----------   -----------  -----------
Net loss ......................................        (2,696)       (29,266)     (211,931)      (70,875)      (54,979)     (34,342)
Preferred stock dividends and accretion .......          (514)        (4,210)       (3,713)           --            --           --
                                                  -----------    -----------   -----------   -----------   -----------  -----------
    Net loss applicable to common
        stockholders ..........................   $    (3,210)   $   (33,476)  $  (215,644)  $   (70,875)  $   (54,979) $   (34,342)
                                                  ===========    ===========   ===========   ===========   ===========  ===========
Basic and diluted net loss per common share
(c)(d) ........................................   $     (0.07)   $     (0.54)  $     (3.46)  $     (1.16)  $     (0.98) $     (0.67)
                                                  ===========    ===========   ===========   ===========   ===========  ===========
Basic and diluted weighted average common
  shares outstanding (c) (d) ..................    44,750,000     62,364,768    62,292,085    60,928,387    56,370,269   50,972,361

Balance Sheet Data (at period end):
Working capital (deficit) .....................   $    23,978    $    (5,860)  $    (6,741)  $    85,094   $   244,913  $   190,118
Total assets ..................................       553,520        754,243       878,332     1,048,526       807,598      587,517
Long-term liabilities .........................       212,946        204,347       723,874       713,869       516,907      417,934
Liabilities subject to compromise (c) .........            --        538,147            --            --            --           --
Stockholders' equity (deficit) ................       237,245       (139,209)      (21,930)      181,053       218,162      118,200

Other Financial Data:

Capital expenditures ..........................         4,916         29,784       161,965       309,831       165,540      147,842
Cash flows provided by (used in) operating
  activities ..................................         7,216         12,580       (10,524)       45,931        (5,334)       9,512
Cash flows used in investing activities .......         4,916         29,780       154,798       305,208       149,995      118,166
Cash flows (used in) provided by financing
  activities ..................................        (1,977)         6,388        65,225       151,986       219,593      198,447
EBITDA (e) ....................................         8,440        111,785       (36,226)       55,851        30,023       10,135
   ---------------------
</TABLE>

                                        1

<PAGE>


(a)  Amounts charged to income for the year ended December 31, 2000 and 1998
     related to losses on the early termination of credit facility and early
     termination of debt have been reclassified in accordance with SFAS No. 145.

(b)  In 2002, we recorded non-recurring special charges consisting of a
     write-down of impaired property and equipment of $223,000. In 2001, we
     recorded non-recurring special charges consisting of a write-down of
     impaired property and equipment of $23.0 million and a write-down of
     goodwill and other intangible assets of $51.4 million. See note 10 to our
     audited consolidated financial statements appearing elsewhere in this
     report.

(c)  On June 25, 2002, we filed a voluntary petition for reorganization under
     Chapter 11 of the United States bankruptcy code. The plan was confirmed on
     October 17, 2002 and became effective on October 29, 2002. Accordingly, we
     reclassified our senior notes and convertible subordinated notes, which
     were subject to compromise in the reorganization, as "liabilities subject
     to compromise" before the effective date. Expenses related to the
     reorganization, such as professional fees and administrative costs, are
     classified as "reorganization items." On the reorganization effective date,
     all shares of old common stock were cancelled and new shares of common
     stock were issued. See note 3 to our audited consolidated financial
     statements appearing elsewhere in this report.

(d)  On September 4, 1998, we effected a two-for-one stock split of our common
     stock in the form of a stock dividend. All references to number of shares,
     except shares authorized, and to per share information in our audited
     consolidated financial statements for 1998 have been adjusted to reflect
     the stock split on a retroactive basis.

(e)  EBITDA represents net income (loss) before interest, taxes, depreciation
     and amortization. We have included data with respect to EBITDA because our
     management evaluates and projects the performance of our business using
     several measures, including EBITDA. Our management considers this measure
     to be an important supplemental indicator of our performance, particularly
     as compared to the performance of our competitors, because it eliminates
     many differences among companies in financial, capitalization and tax
     structures, as well as some recurring non-cash and non-operating charges to
     net income or loss. For these reasons, our management believes that EBITDA
     provides important supplemental information to investors regarding the
     operating performance of ITC/\DeltaCom and facilitates comparisons by
     investors between the operating performance of ITC/\DeltaCom and the
     operating performance of its competitors. Our management believes that
     consideration of EBITDA should be supplemental, because EBITDA is not a
     measurement of financial performance under accounting principles generally
     accepted in the United States and may not be comparable to similarly titled
     measures reported by other companies. As a result, EBITDA should not be
     considered an alternative to net income (loss), as calculated in accordance
     with generally accepted accounting principles, as a measure of performance.

     We believe that net income (loss) is the financial measure calculated in
     accordance with generally accepted accounting principles that is most
     directly comparable to EBITDA. The following table sets forth, for the
     periods indicated, a quantitative reconciliation of the differences between
     EBITDA and net loss, as net loss is calculated in accordance with generally
     accepted accounting principles:

<TABLE>
<CAPTION>
                                                 Successor                                           Predecessor
                                                 ---------      --------------------------------------------------------------------
                                                October 30,     January 1, 2002
                                                  2002 to              to                      Years Ended December 31,
                                                                                    ------------------------------------------------
                                              December 31, 2002  October 29, 2002      2001         2000         1999         1998
                                              -----------------  ----------------      ----         ----         ----         ----
<S>                                           <C>                <C>                <C>           <C>         <C>          <C>
Net loss...................................       $ (2,696)         $ (29,266)      $ (211,931)   $(70,875)   $ (54,979)   $(34,342)
  Depreciation and Amortization ...........          9,002            105,696          118,938      86,519       53,810      30,887
  Interest income and expense, net ........          2,134             35,355           56,767      40,719       31,098      22,177
  Income tax (benefit) expense.............             --                 --               --        (512)          94      (8,587)
                                                  --------          ---------       ----------    --------    ---------    ---------
EBITDA.....................................       $  8,440          $ 111,785       $  (36,226)   $ 55,851    $  30,023    $ 10,135
                                                  ========          =========       ==========    ========    =========    =========
</TABLE>


                                        2

<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Overview

     Plan of Reorganization. Beginning in the third quarter of 2001, we
initiated a strategic and operational restructuring intended to accelerate
positive cash flow from operations by emphasizing our core retail services and
reducing operating costs. In addition to de-emphasizing some non-core services,
the key elements of this strategy include reduction of our employee base,
consolidation of facilities and operations, and reduction of capital
expenditures. We also sought to eliminate a substantial portion of our existing
indebtedness and reduce our fixed interest costs so that we are able to achieve
and maintain positive cash flow from operations through the current period of
uncertainty affecting the telecommunications industry and competitive
telecommunications companies.

     In order to complete our reorganization expeditiously, we filed a voluntary
petition for relief under Chapter 11 of the United States bankruptcy code on
June 25, 2002. On October 17, 2002, the bankruptcy court entered an order
confirming our plan of reorganization. We completed our reorganization under the
plan on October 29, 2002.

     As of October 29, 2002, under our plan of reorganization:

     .   All of our outstanding senior notes, in a total principal amount of
         $415 million plus accrued and unpaid interest, were cancelled and the
         former holders of those notes received in exchange a total of
         40,750,000 shares, or 81.5%, of the common stock of our reorganized
         company.

     .   All of our outstanding convertible subordinated notes, in a total
         principal amount of $100 million plus accrued and unpaid interest, were
         cancelled and the former holders of those notes received in exchange a
         total of 2,500,000 shares, or 5%, of our new common stock.

     .   All of our outstanding common stock, Series A preferred stock and
         Series B preferred stock, including accumulated and undistributed
         dividends on the Series B preferred stock, were cancelled and the
         former holders of those securities collectively received a total of
         500,000 shares, or 1%, of our new common stock.

     .   We issued and sold in a rights offering to holders of our old common
         stock and old preferred stock, for a total purchase price of $184,600,
         1,846 shares of 8% Series A convertible redeemable preferred stock of
         our reorganized company and warrants to purchase approximately 6,276
         shares of our new common stock.

     .   We issued and sold in a private offering 298,154 shares of our new
         Series A preferred stock, warrants to purchase approximately 1,013,724
         shares of our new common stock, and 1,000,000 shares of our new common
         stock for a purchase price of $29.8 million.

The foregoing ownership percentages assume the conversion of our new Series A
preferred stock into common stock as of October 29, 2002. As of January 31,
2003, we had outstanding a total of 44,848,300 shares of common stock, 304,182
shares of Series A preferred stock and warrants to purchase 1,020,000 shares of
common stock. In connection with our plan of reorganization, we also amended our
senior credit facility and our principal capital lease facilities.

     We adopted the provisions of AICPA Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code," upon
commencement of the bankruptcy proceedings. On October 29, 2002, we implemented
fresh start reporting under the provisions of SOP 90-7. Under SOP 90-7, the
reorganization value of ITC/\DeltaCom was allocated to our assets and
liabilities, our accumulated deficit was eliminated and our new equity was
issued in accordance with our plan of reorganization as if we were a new
reporting entity. Under fresh start reporting, we recorded reorganization
charges of $228.2 million to adjust the historical carrying value of our assets
and liabilities to fair market value, and a $312.0 million gain on the October
29, 2002 cancellation of debt under our plan of reorganization. We also recorded
expenses of $14.1 million for professional services and $8.9

                                        3

<PAGE>

million for the write-off of deferred financing fees and debt discounts in
connection with our reorganization.

     As a consequence of our reorganization and in accordance with SOP 90-7, we
have separately presented our financial results for 2002 in the accompanying
audited consolidated financial statements and in other portions of this report
as follows: results for the period from January 1, 2002 to October 29, 2002 are
reported under "Predecessor"; and the results for the period from October 30,
2002 to December 31, 2002 are reported under "Successor." To compare our 2002
financial results, after giving effect to our reorganization, to our 2001
financial results for purposes of this management's discussion, we have combined
the periods from January 1, 2002 to October 29, 2002 and from October 30, 2002
to December 31, 2002.

     Business Segments. We provide voice and data telecommunications services on
a retail basis to businesses and residential customers in the southern United
States. Through our broadband transport business, we also provide regional
telecommunications transmission services to other telecommunications companies
on a wholesale basis using our network. In connection with these businesses, we
own, operate or manage an extensive fiber optic network in the southern United
States. We expect to focus our operations primarily on offerings to our
end-user, retail customers.

     Retail Services. We provide our retail services individually or in a
bundled package tailored to the customer's specific needs. We derive our retail
services revenues from the following sources:

     .   sales of integrated telecommunications services, including local
         exchange, long distance, enhanced data and Internet services, to
         end-user customers;

     .   sales of local dial-up services to Internet service providers for use
         in their provision of services to their customers;

     .   sales of nonrecurring equipment and professional services to end-user
         customers;

     .   sales of wholesale long distance services for resale by other
         telecommunications carriers; and

     .   sales of colocation services, managed services and professional
         services through our data center operations in Suwanee, Georgia.

     At December 31, 2002, we provided our retail services to approximately
19,590 customers, which were served by 35 branch offices, and had sold
approximately 231,820 access lines, of which approximately 220,510 had been
installed. Of the lines we have sold, customers who purchase lines on a retail
basis purchased 177,080 lines and Internet service provider customers, who
purchase lines on a wholesale basis, purchased 54,740 lines. Of the lines in
service, 169,980 lines related to retail customers and 50,530 lines related to
Internet service provider customers.

     Broadband Transport Services. Our broadband transport services include the
provision to other telecommunications companies of regional telecommunications
transmission services on a wholesale basis using our network, as well as the
provision of directory assistance services. As of December 31, 2002, we owned
approximately 6,143 route miles of our fiber optic network, which we have built
or acquired through long-term dark fiber leases or indefeasible rights-of-use
agreements. In addition, we have strategic relationships principally with three
public utilities, Duke Power Company, Florida Power & Light Company and Entergy
Technology Company, under which we market, sell and manage capacity on
approximately 3,945 route miles of network owned and operated by these
utilities.

     As of December 31, 2002, our fiber optic network covered portions of ten
states in the southern United States, including Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee and
Texas. As of the same date, our network extended to approximately 188 points of
presence, which are the locations along our network where we are able to deliver
telecommunications traffic to, and receive telecommunications traffic from,
other carriers for further transmission or ultimate delivery to an end-user.
These

                                        4

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points of presence are located in most major population centers in the areas
covered by our fiber optic network and in a significant number of smaller cities
where, in several of the smaller markets, our only competitor is the incumbent
local telephone company.

     Segment Presentation. Beginning in 2002, we revised our segment reporting
to align our financial presentation more closely with our basic retail and
wholesale customer businesses and to reflect more accurately the trends in those
customer bases. One segment consists of our retail services business and the
second segment consists of our broadband transport business. Beginning in 2002,
results of our e/\deltacom business are no longer being reported as a separate
segment, but instead are included in our retail services business segment. We
have restated segment information for 2001 and 2000 in this report to include
the results of the former e/\deltacom segment as part of the results of the
retail services segment. Our e/\deltacom business commenced operations in 2000.
Although sales to retail customers account for a substantial amount of the
revenues of the retail services segment, revenues reported by the retail
services segment also are generated by sales of services, including local
interconnection, wholesale long distance and wholesale data services, on a
wholesale basis.

     Operating Revenues. We derive operating revenues from our offering of
retail services and broadband transport services.

     Retail Services. We derive most of our retail services revenues from
recurring monthly charges that are generated by our provision of local exchange
services, long distance services, data and Internet services, colocation
services, enhanced monitoring services, managed security services, storage
management services and hardware management services. We also derive
nonrecurring revenues from the sale and installation of telephone systems and
related equipment, and from some professional service offerings.

     In 2002 and 2001, we derived an increasing percentage of our revenue from
local services, primarily local services provided under our interconnection
agreements with other local telephone companies, and from data and Internet
services. We expect that gross margin as a percentage of revenues associated
with our facilities-based local, data and Internet retail services will be
slightly higher than the gross margin as a percentage of revenues associated
with our long distance retail services.

     As we continue to use portions of the networks of other local telephone
companies to provide services over our network and facilities instead of
reselling services using the entire network of those companies, we expect our
gross margin on local service to improve. We believe that this improvement will
result from reduced access charges and from efficiencies realized through
increased reliance on our network. Competitive market pressures to reduce prices
for our retail services, however, could offset these expected margin
improvements.

     During the first quarter of 2003, we initiated our "Grapevine" offering of
local services to residential customers. Grapevine customers receive our local
telephone services bundled with one of our long distance service plans. We
expect that the incremental revenues generated by Grapevine will augment our
existing customer base and revenue streams, although, if this offering is
successful, sales may adversely affect our gross margins, since we provide this
service primarily using the networks of other telephone companies. We have
implemented a separate billing and customer support system for this product, but
we will not use a direct sales force to market or sell the Grapevine offering.
We currently do not expect that our offering of residential services will
capture a significant share of the residential market for local telephone
service.

     Rates for long distance services continued to decline in 2002, although the
rate of decline has begun to decrease. Although this decline had a negative
impact on our revenues and gross margins, our revenues from long distance
services increased during 2002 as a result of an increase in the minutes used by
our customers. We expect that rates for long distance services will stabilize in
2003 and that the minutes used by our customers will continue to increase, which
would have a positive impact on our revenues and gross margins.

     During 2001, we began selling our retail services to smaller business
customers, which require fewer telephone lines than our average base of retail
customers. We expect that sales to these smaller business customers will

                                        5

<PAGE>

continue to provide us additional sources of revenue, although the sales of
local services to these customers may adversely impact our gross margins, since
we provide this portion of the product primarily using the networks of other
telephone companies. We use a dedicated sales force to sell this product.

     We expect that a significant portion of our revenue growth will come from
our retail services business. Although we have experienced moderate success in
obtaining market share in the markets where we provide local services, we
generally do not expect that our retail services will command a significant
share of the market for telecommunications services in the southern United
States. The customer contracts for our retail services generally provide for
payment in arrears based on minutes of use for switched services and payment in
advance for local exchange, data and Internet services. The contracts generally
provide that the customer may terminate the affected services without penalty
for specified outages in service and for other defined causes. The contracts
also typically provide that the customer must use at least a minimum dollar
amount of switched long distance services per month for the term of the
contract. During the past several years, market prices for many
telecommunications services have been declining. To maintain and develop our
customer base in response to these and other competitive pressures, we have
modified some of our retail contracts to extend lower rates over longer terms to
selected customers. We may decide in the future to modify other retail customer
contracts in a similar manner to emphasize lower pricing and longer commitment
periods.

     Broadband Transport Services. We derive our broadband transport services
revenues, which are generally recurring monthly charges, from the provision to
other telecommunications companies of telecommunications transmission capacity
on our network, as well as from the provision of directory assistance services.

     We provide transmission capacity to other telecommunications companies on a
"take or pay" long-term basis, on an individual circuit basis, or on a
month-to-month basis after the initial term of the "take or pay" or individual
circuit contract has expired. As of December 31, 2002, we had remaining future
long-term contract commitments totaling approximately $62.7 million, of which
$23.2 million were attributable to WorldCom. These contracts expire on various
dates through 2007.

     Broadband transport services also include commission revenues from the
marketing, sale and management of capacity on the portions of our network that
are owned by utilities but managed and marketed by us. Negligible incremental
costs are associated with these commissions, because we use the same marketing
and sales force in servicing the utility-owned portions of the network that we
use for the portions we own. Our commission revenues from these arrangements
amounted to approximately $9.2 million for 2002, $11.3 million for 2001 and
$10.2 million for 2000. See note 2 to our audited consolidated financial
statements appearing elsewhere in this report for additional information
regarding these commissions.

     We have entered into various fiber swap and other asset swap agreements,
which we treat as like-kind exchanges. As a result, these transactions have had
no impact on our consolidated balance sheets or consolidated statement of
operations.

     The average rates we charge to other telecommunication companies for our
broadband transport services continued to decline in 2002. The decreases in
average rates resulted principally from price reductions for our broadband
transport services due to industry overcapacity and from other carriers moving
traffic off of our network onto unused portions of their network. As a result of
general market conditions, including pricing pressures, especially in smaller
markets, movement of traffic off of our network, and known or forecasted service
disconnections, we expect that our broadband transport services will continue to
experience less favorable market conditions and a continued decline in annual
revenues for 2003.

     Operating Expenses. Our principal operating expenses consist of cost of
services, selling, operations and administration expense, and depreciation and
amortization. As we expand our revenue base and offer new services, we expect
our cost of services to increase. We have been successful reducing our selling,
operations and administration expense through our various restructurings, which
have had a favorable impact on our operating results. We expect that these
initiatives will continue to have a favorable impact on our operating results in
2003. As

                                        6

<PAGE>

a result of the revaluation of our property, plant and equipment and intangible
assets, and the cancellation of our public notes, as part of our October 2002
reorganization, our depreciation and amortization expense should decrease
significantly in 2003. We expect to continue to incur operating losses at least
through the third quarter of 2003, but we expect to experience more favorable
operating results as we benefit from our restructurings and reorganization. We
expect to generate positive cash flow from operations during 2003.

     Cost of Services. We currently provide our retail services by using our
network and facilities and by reselling the services of other telephone
companies. Cost of services related to our retail services consists primarily of
access charges and local facility charges that we are required to pay to other
telephone companies when we use a portion of their network or facilities in
providing services to our customers, as well as charges that we are required to
pay to other telephone companies when they originate, terminate or transport
messages sent by our customers. Cost of services related to our retail services
also include costs of third-party contract personnel, direct labor costs and
manufacturers' service contracts.

     Providing local services over our network generally has reduced the amounts
we are required to pay to other telephone companies for the use of their
networks and facilities. As a result, our cost of providing local services as a
percentage of revenue decreased from 1997 through 2001. However, during 2002, as
some of our Internet service provider customers cancelled our provision of local
interconnection services, the percentage of access lines that we provide over
our network decreased. At December 31, 2002, approximately 69% of the end-user
and local interconnection access lines we had in service were provided over our
own network and facilities, compared to approximately 81% at December 31, 2001,
78% at December 31, 2000 and 57% at December 31, 1999.

     As a result of the decrease in the percentage of access lines that we
provided over our network for 2002, our cost of providing local services as a
percentage of revenue increased slightly. We believe the increase was not
significant because our off-network sales to the smaller business customers we
have targeted generally have generated higher gross margins than the off-network
services we have historically provided, primarily as a result of favorable
wholesale pricing we have obtained for these off-network services from other
telephone companies. The term and volume discounts we negotiated in early 2002
regarding the purchase from the local telephone companies of network elements
that we do not own, but use to provide local services, contributed to decreases
in our cost of providing these off-network services. We expect, however, that
our cost of providing these off-network services generally will remain higher
than our costs of providing local services over our network. We were able to
achieve additional reductions in cost in 2002 through eight additional
colocations with other network providers. These additional colocations have
provided us with the advantage of unbundled network element pricing compared to
special access tariff costs in eight markets. We expect to add or upgrade a
substantial number of colocations in 2003 in an effort to achieve additional
efficiencies.

     In 2001, the FCC commenced a review of its unbundled network element rules
applicable to incumbent carriers. In February 2003, the FCC voted to adopt an
order that addresses various aspects of the unbundled network element rules,
including its unbundled network element-platform, or UNE-P, rules, broadband
deregulation and rules regarding high-capacity loops. Under the order, incumbent
carriers continue to be required to make available loop and transport elements,
but the order establishes a mechanism to allow state regulatory commissions to
discontinue this requirement with respect to transport elements. The order
further presumes that UNE-P should remain available for mass-market customers
and requires state regulatory commissions to decide whether UNE-P should
continue to be available for mass-market customers. If a state should determine
that UNE-P should no longer be required, the order establishes a three-year
phase-out period. The order also removes "line sharing" and specified broadband
and high-capacity loop configurations from the list of network elements that
incumbent carriers are required to make available at cost-based rates. As of
March 24, 2003, the text of the FCC order had not been released, so many details
of the FCC's decision are not public. Various parties to the FCC proceeding have
announced their intention to appeal the FCC's order. We are evaluating the
effects this order will have on our cost of services.

     We expect that, as we provide local service to more customers using our
network, our cost of providing local service as a percentage of revenue will
decrease. We expect that, as we replace the local interconnection customers that
cancelled services during 2002, the percentage of access lines that we provide
over our network will increase.

                                        7

<PAGE>

Any resulting improvement in our cost of providing local service as a percentage
of revenue may be offset by any increase in the number of lines we sell to
smaller businesses or residential customers using the networks of other
providers.

     Our cost of services also includes charges for labor and inventory sold
related to our sale, installation and repair of telephone systems and related
equipment.

     Cost of services related to our broadband transport services includes
substantially all fixed costs attributable to the following:

     .   the leasing of fiber under long-term operating leases;

     .   the leasing of capacity outside our owned or managed network, which we
         refer to as "off-net capacity," to meet customer requirements for
         network capacity; and

     .   network costs associated with the provision of signaling system 7
         services, which allow us to monitor the status of lines and circuits on
         the network, alert us to events occurring on the network and transmit
         routing and destination signals over the network.

     Selling, Operations and Administration Expense. Selling, operations and
administration expense consist of expenses of selling and marketing, field
personnel engaged in direct network maintenance and monitoring, customer service
and corporate administration. Although some components of our selling,
operations and administration expense may increase in 2003, we expect that, as a
result of our 2001 and 2002 restructuring efforts, our overall selling,
operations and administration expense will decrease in 2003 compared to 2002.

     Depreciation and Amortization. Depreciation and amortization include
depreciation of our telecommunications network and equipment and, through
December 31, 2001, amortization of goodwill and other intangible assets related
to acquisitions, primarily our acquisition of DeltaCom, Inc. in 1996, our
acquisition of AvData Systems, Inc. in 1999 and our acquisition of Bay Data
Consultants, Inc. in 2000. In September 2001, we wrote off all of the goodwill
we recorded as a result of our acquisitions of AvData Systems and Bay Data
Consultants. As part of our reorganization and the adoption of fresh start
reporting, we reduced the value of our property, plant and equipment and
intangible assets by approximately $228.2 million. As a result, we will incur a
significant decrease in our depreciation and amortization expense in 2003
compared to 2002. For more information about the effects of our reorganization
efforts on our depreciation and amortization expense, see notes 3, 4, 5 and 10
to our audited consolidated financial statements appearing elsewhere in this
report.

     Other Information About Our Business. The following table presents, as of
the dates indicated, additional information about our operations and business.
The data presented, except branch office, colocation and switch data, are
rounded.

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                        -------------------------------------
                                                                            2002        2001       2000
                                                                            ----        ----       ----
     <S>                                                                <C>             <C>        <C>
     Branch offices ................................................            35          35         37
     Business customers served - retail services (1) ...............        19,590      15,400     13,700
     Route miles ...................................................        10,088       9,980      9,640
     Colocations ...................................................           185         177        176
     Voice switches ................................................            12          12         13
     Frame relay/ATM switches (2) ..................................            44          80         69
     "Next generation" voice switches (3) ..........................            42          42         37
     Number of employees ...........................................         1,830       2,030      2,445
</TABLE>

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

(1)  Reflects the combination of multiple accounts of some customers into a
     single customer account.

                                        8

<PAGE>


(2)  Reflects the combination of asynchronous transfer mode, frame relay and
     passport switches. The decrease in the number of such switches from
     December 31, 2001 to December 31, 2002 resulted primarily from the removal
     of 36 passport switching facilities from our network during the second
     quarter of 2002.

(3)  Composed of Unisphere SMX-2100 switches. Excludes Nortel DMS500 voice
     switches reported under "Voice switches."

     We generally provide our services to the following two types of customers:

     .  ultimate end-users that purchase our services on a retail basis; and

     .  other communications companies that purchase our services on a
        wholesale basis in connection with their provision of services to their
        customers.

The following tables present information about our revenues generated by, and
the telephone access lines we installed for and sold to, our customers who
purchase our services on a retail basis and by our customers who purchase our
services on a wholesale basis. Because some of the customers of our retail
services business segment purchase services on a wholesale basis, the following
tables do not present results of our retail services and broadband transport
services segments, which are discussed below under "-Results of Operations." The
dollar amounts are shown in thousands.

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                        ---------------------------------------
                                                         2002 (1)       2001            2000
                                                        ----------    --------        ---------
<S>                                                     <C>           <C>             <C>
Retail customer revenues: (2)
   Local (4) .....................................      $108,912      $ 83,931        $ 54,764
   Long distance (4) .............................        64,453        64,268          70,189
   Enhanced data (4) .............................        60,892        44,800          29,383
                                                        --------      --------        --------
      Integrated telecom revenue .................       234,257       192,999         154,336
   Equipment and other (4) .......................        44,023        49,911          52,278
                                                        --------      --------        --------
      Total retail revenues ......................      $278,280      $242,910        $206,614
                                                        ========      ========        ========

Wholesale customer revenues: (2) (3)
   Broadband revenues (5) ........................      $ 84,561      $ 95,034        $ 83,336
   Local/interconnection
     revenues(3)(4) ..............................        36,117        55,101          36,363
   Long distance and data (4) ....................        11,412        16,855          17,401
   Other (4) .....................................         4,596         3,939           3,834
                                                        --------      --------        --------
      Total wholesale revenues ...................      $136,686      $170,929        $140,934
                                                        ========      ========        ========

Retail lines sold (6) ............................       177,080       143,724         102,228
Wholesales lines sold (6) ........................        54,740       153,887         201,457
                                                        --------      --------        --------
   Total lines sold (6) ..........................       231,820       297,611         303,685
                                                        ========      ========        ========

Retail lines installed ...........................       169,980       136,761          93,484
Wholesales lines installed .......................        50,531       141,904         133,193
                                                        --------      --------        --------
   Total lines installed .........................       220,511       278,665         226,677
                                                        ========      ========        ========

Lines installed/sold percentage:
   Retail customers ..............................            96%           95%             91%
   Wholesale customers ...........................            92%           92%             66%
</TABLE>

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

(1)  We completed reorganization proceedings under Chapter 11 of the United
     States bankruptcy code on October 29, 2002. Results for the year ended
     December 31, 2002 include the results of the pre-organization
     ITC/\DeltaCom, which is referred to as the "Predecessor Company," from
     January 1, 2002 to October 29, 2002 and the results of the
     post-reorganization ITC/\DeltaCom, which is referred to as the "Successor
     Company," from October 30, 2002 to December 31, 2002.

(2)  Excludes $1.5 million related to a prior-period interconnection agreement
     settlement in the year ended December 31, 2001.

(3)  Excludes a non-recurring fee of $3.5 million received by us in April 2002
     for the early termination of a wholesale customer contract.

                                        9

<PAGE>

(4)  Reported in retail services segment revenues.

(5)  Reported in broadband transport services segment revenues.

(6)  Reported net of lines disconnected or cancelled.

     The declines in wholesale customer revenues from 2001 to 2002 were
attributable to adverse trends affecting our wholesale business and resulted
primarily from the following:

     .  service disconnections in our local interconnection business;

     .  reductions in rates charged to our broadband transport customers due to
        industry overcapacity;

     .  the shifting of traffic by some of our broadband transport customers
        from our network to unused portions of their networks; and

     .  service cancellations by some of our local interconnection and broadband
        transport customers.

     As a result of general market conditions, including the foregoing factors,
especially in smaller markets, we expect that our broadband transport services
will continue to experience less favorable market conditions and a continued
decline in annual revenues for 2003. We also expect that the instability in the
local interconnection market will continue to affect negatively these revenues
through the first quarter of 2003.

                                       10

<PAGE>

Results of Operations

     The following tables present, for the periods indicated, selected statement
of operations data in dollars and as a percentage of operating revenues for our
retail services and broadband transport services. Depreciation and amortization
expense in the consolidated table includes $48,000 for 2002, $82,000 for 2001
and $82,000 for 2000 related to our corporate segment. Operating loss in the
consolidated table includes $48,000 for 2002, $82,000 for 2001 and $82,000 for
2000 related to our corporate segment. EBITDA in the consolidated table for 2002
includes a gain of $289,045,000 realized by our corporate segment as a result of
reorganization items. The dollar amounts are shown in thousands.

<TABLE>
<CAPTION>
Consolidated
                                                               2002        %         2001        %         2000        %
                                                               ----       ---        ----       ---        ----       ---
<S>                                                         <C>          <C>     <C>            <C>    <C>            <C>
Operating revenues ..................................       $ 418,466     100    $  415,339     100    $  363,648     100
Cost of services ....................................         194,941      47       186,121      45       155,000      43
Inventory write-down ................................              --      --         1,663      --            --      --
                                                            ---------            ----------            ----------
Gross margin ........................................         223,525      53       227,555      55       208,648      57
                                                            ---------            ----------            ----------
Selling, operations and administration ..............         163,580      39       188,712      45       151,050      42
Depreciation and amortization .......................         114,698      27       118,938      29        86,519      23
Loss on early termination of debt ...................              --      --            --      --         1,321      --
Special charges .....................................             223      --        74,437      18            --      --
                                                            ---------    ----    ----------            ----------     ---
Total operating expenses ............................         278,501      67       382,087      92       238,890      65
                                                            ---------    ----    ----------     ---    ----------     ---
Operating loss ......................................       $ (54,976)    (13)   $ (154,532)    (37)   $  (30,242)     (8)
                                                            =========            ==========            ==========
EBITDA(3) ...........................................       $ 120,225      29    $  (36,226)     (9)   $   55,851      15
                                                            =========            ==========            ==========

Retail Services

                                                               2002        %         2001        %         2000        %
                                                               ----       ---        ----       ---        ----       ---
Operating revenues:
   Retail customers(1) ..............................       $ 278,280      83    $  242,910      76    $  206,614      74
   Wholesale customers(2) ...........................          55,625      17        77,395      24        73,698      26
                                                            ---------    ----    ----------     ---    ----------     ---
      Total operating revenues ......................         333,905     100       320,305     100       280,312     100
Cost of services ....................................         186,062      56       174,918      55       145,613      52
Inventory write-down ................................              --      --         1,663       1            --     ---
                                                            ---------            ----------            ----------
Gross margin ........................................         147,843      44       143,724      45       134,699      48
                                                            ---------            ----------            ----------
Selling, operations and administration ..............         128,909      39       154,733      48       118,064      42
Depreciation and amortization .......................          66,698      20        69,765      22        48,507      17
Special charges .....................................             223                74,382      23            --      --
                                                            ---------            ----------            ----------
Total operating expenses ............................         195,830      59       298,880      93       166,571      59
                                                            ---------            ----------            ----------
Operating loss ......................................       $ (47,987)    (14)   $ (155,156)    (48)   $  (31,872)    (11)
                                                            =========            ==========            ==========
EBITDA(3) ...........................................       $ (72,118)    (22)   $  (85,391)    (27)   $   16,635       6
                                                            =========            ==========            ==========

Broadband Transport Services

                                                               2002        %         2001        %         2000        %
                                                               ----       ---        ----       ---        ----       ---
Operating revenues ..................................       $  84,561     100    $   95,034     100    $   83,336     100
Cost of services ....................................           8,879      11        11,203      12         9,387      11
                                                            ---------            ----------            ----------
Gross margin ........................................          75,682      89        83,831      88        73,949      89
                                                            ---------            ----------            ----------
Selling, operations and administration ..............          34,671      41        33,979      36        32,986      40
Depreciation and amortization .......................          47,952      56        49,091      51        37,930      45
Less on early termination of debt....................              --      --            --      --         1,321       2
Special charges .....................................              --      --            55      --            --      --
                                                            ---------            ----------            ----------
Total operating expenses ............................          82,623      97        83,125      87        72,237      87
                                                            ---------            ----------            ----------
Operating income (loss)..............................       $  (6,941)     (8)   $      706       1    $    1,712       2
                                                            =========            ==========            ==========
EBITDA(3) ...........................................       $ (96,702)   (114)   $   49,165      52    $   39,216      47
                                                            =========            ==========            ==========
</TABLE>

----------------------
(1)  Represents revenues reported under our retail services business segment
     that have been generated by customers that purchase the services of our
     retail services segment on a retail basis. We have included this additional
     revenue disclosure because we believe it provides meaningful information
     about trends relating to our services based on the manner in which the
     services are sold.

(2)  Represents revenues reported under our retail services business segment
     that have been generated by customers that purchase the services of our
     retail services segment on a wholesale basis. We have included this
     additional revenue disclosure because we believe it provides meaningful
     information about trends relating to our services based on the manner in
     which the services are sold.

(3)  EBITDA represents net income (loss) before interest, taxes, depreciation
     and amortization. EBITDA is not a measurement of financial performance
     under accounting principles generally accepted in the United States. We
     believe that the financial measure under such generally accepted accounting
     principles that is most directly comparable to EBITDA is net income (loss).
     For a description of these measurements and a quantitative reconciliation
     of the differences between EBITDA and net loss, as net loss is calculated
     in accordance with generally accepted accounting principles, see note (e)
     to the table under "Selected Financial Data" and "--2002 Compared to
     2001-EBITDA" and "--2001 Compared to 2000-EBITDA."


                                       11

<PAGE>

2002 Compared to 2001

     Operating Revenues. Total operating revenues increased $3.2 million, or
0.8%, from $415.3 million for 2001 to $418.5 million for 2002.

     Operating revenues from our retail services for 2002 increased $13.6
million, or 4.3%, to $333.9 million from $320.3 million for 2001. Our retail
services operating revenues for 2002 included a one-time net benefit of $3.5
million received by us in April 2002 for the early termination of a wholesale
customer contract. Our retail services operating revenues for 2001 included a
one-time net benefit of $1.5 million related to an interconnection agreement
settlement. Excluding these one-time benefits, our retail services revenues
increased $11.6 million, or 3.6%, for 2002. The changes in our retail services
operating revenues were primarily attributable to the following factors:

     .    an increase in revenues from our end-user customers generated by our
          local services of $25.0 million, primarily as a result of an increase
          of $21.4 million in our offering of local exchange telephone services
          to end-users, which reflected an increase of 37% in the average number
          of installed local lines over 2001;

     .    an increase of $8.4 million in revenues generated by our Internet
          access services, which represented an increase of 73% over 2001; and

     .    a decrease of $13.3 million in revenues generated by our provision of
          local dial-up service to Internet service providers, which resulted
          primarily from a decrease of 36% in the average number of installed
          lines over 2001, excluding $3.5 million we received in April 2002 for
          the early termination of a wholesale customer contract.

     Although the average rate per minute of use we receive for our long
distance service in 2002 decreased from 2001, our revenues from this service
increased, as we experienced a continued increase in the number of minutes used.
We expect that this service will continue to experience growth in revenues in
2003 resulting from stability in the rate we charge per minute of use and
continued increases in minutes used.

     Our revenues generated by local interconnection revenues in 2002 were
negatively affected by a previously reported cancellation of approximately
26,300 access lines by a large Internet service provider customer as well as the
cancellation of access lines by other Internet service provider customers. We
expect these cancellations, overall instability in the local interconnection
market and reductions in rates to have a continuing negative effect on our local
interconnection revenues through the first quarter of 2003, but believe that
this instability should stabilize in the second quarter of 2003.

     We expect revenues from our local, long distance, data and Internet
services will continue to grow during 2003. Based on current economic
conditions, we do not expect significant, if any, growth from our sales of
nonrecurring equipment and services during 2003.

     Operating revenues from our broadband transport services for 2002 decreased
$10.5 million, or 11.0%, to $84.5 million from $95.0 million for 2001. The
decrease in these revenues was primarily attributable to a decrease in the
average rate we generate for our transmission services of 34.5% for 2002 and
from service cancellations by some customers. The decrease in average rates
resulted principally from price reductions for our broadband transport services
and the shifting of traffic by some broadband transport customers from our
network to unused portions of their own networks.

     As discussed above, we expect that our broadband transport services will
continue to experience less favorable market conditions and a continued decline
in annual revenues for 2003. Because of our expectations, we have decreased the
amount of capital we invest in our broadband transport business.

     No single customer of our retail services or broadband transport services
segments represented over 10% of our

                                       12

<PAGE>

total operating revenues for 2002.

     Cost of Services. Total cost of services of $194.9 million, or 46.6% of
total operating revenues, for 2002 represented an increase of $8.8 million over
total cost of services of $186.1 million, or 44.8% of total operating revenues,
for 2001.

     Cost of services of $186.1 million for retail services for 2002 represented
an increase of $11.1 million over cost of services of $174.9 million for 2001.
Cost of services as a percentage of operating revenues from retail services
increased to 55.7% for 2002 from 54.6% for 2001. This increase was primarily
attributable to the following factors:

     .   an increase of $9.0 million, or 13.5%, in our facilities-based costs
         incurred to support our local service offerings, which resulted from an
         increase in the average number of installed lines; and

     .   an increase of $2.0 million, or 12.3%, in costs associated with an
         increase in computer-related equipment sales and services.

These costs were partially offset by decreases in our purchase of local resale
and other services.

     Cost of services of $8.9 million for our broadband transport services for
2002 decreased $2.3 million from cost of services of $11.2 million for 2001.
Cost of services as a percentage of operating revenues from broadband transport
services decreased to 10.5% for 2002 from 11.8% for 2001. This decrease was
primarily attributable to a decrease in the rates we were charged for such
services, a reduction in our use of networks of other providers and a reduction
in the demand for such services.

     Selling, Operations and Administration Expense. Total selling, operations
and administration expense decreased $25.1 million from $188.7 million, or 45.4%
of total operating revenues, for 2001 to $163.6 million, or 39.1% of total
operating revenues, for 2002. Based on current trends, we expect that our
selling, operations and administration expense for 2003 will decrease by
approximately 10% compared to 2002. In addition, we recently undertook a
broad-based initiative to reduce our selling, operations and administration
expense. We expect to experience further operational efficiencies as a result of
this initiative.

     Selling, operations and administration expense attributable to retail
services during 2002 decreased $25.8 million to $128.9 million, or 38.6% of
retail services operating revenues, from $154.7 million, or 48.3% of retail
services operating revenues, for 2001. This decrease was primarily attributable
to a decrease in personnel and occupancy expenses resulting from a reduction in
the number of employees and the closing of some facilities as part of our
restructuring efforts implemented in September 2001 and April and September
2002. We expect that our selling, operations and administration expense will
continue to improve as we realize the effects of our restructuring.

     Selling, operations and administration expense attributable to broadband
transport services during 2002 increased $692,000 to $34.7 million, or 41.0% of
broadband transport services operating revenues, from $34.0 million, or 35.8% of
broadband transport services operating revenues, for 2001. This increase
resulted primarily from an increase in operator services personnel and in taxes
and licensing expenses.

     Depreciation and Amortization. Total depreciation and amortization expense
of $114.7 million for 2002 represented a decrease of $4.2 million from total
depreciation and amortization expense of $118.9 million for 2001. Our retail
services accounted for $3.1 million of the decrease in 2002. Our broadband
transport services operations accounted for $1.1 million of the decrease in
2002. These decreases resulted from a decrease in depreciation expense caused by
a revaluation of our assets in connection with our October 2002 reorganization.
The revaluation resulted in a write-down of $198.8 million of property, plant
and equipment and $29.4 million of intangibles, including goodwill. In addition,
we ceased to amortize goodwill on January 1, 2002 in accordance with applicable
accounting rules, while we amortized $5.1 million of goodwill in 2001. Our
depreciation and amortization expense will decrease significantly in 2003 as a
result of our reorganization.

                                       13

<PAGE>

     Special Charges. We incurred total special charges of $223,000 during 2002
and $74.4 million during 2001. The charges for 2002 were primarily attributable
to our write-down of impaired assets. The charges for 2001 were primarily
attributable to our write-down of impaired assets and goodwill.

     Interest Expense. Total interest expense of $38.1 million for 2002
represented a decrease of $20.8 million from total interest expense of $58.8
million for 2001. This decrease resulted from our suspension of interest
payments on our senior notes and convertible subordinated notes in the second
quarter of 2002 and the subsequent cancellation of those notes in connection
with our reorganization. We expect our interest expense to decrease
significantly in 2003 as a result of the cancellation of $515 million principal
amount of our notes as part of our reorganization.

     Interest Income. Total interest income from the temporary investment of
available cash balances decreased from $2.1 million for 2001 to $565,000 for
2002.

     EBITDA. EBITDA represents net income (loss) before interest, taxes,
depreciation and amortization. The following tables present EBITDA amounts for
the years ended December 31, 2002 and 2001. The tables also set forth for these
periods a quantitative reconciliation of the differences between EBITDA and net
loss, as net loss is calculated in accordance with generally accepted accounting
principles. Net loss in the consolidated table includes net income of
$296,677,000 for 2002 and net losses of $5,042,000 for 2001 related to our
corporate segment. The amounts shown are in thousands.

Consolidated:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                                      2002         2001
                                                                      ----         ----
<S>                                                               <C>          <C>
Net loss .....................................................    $ (31,962)    $(211,931)
Depreciation and amortization ................................      114,698       118,938
Interest income and expense, net .............................       37,489        56,767
                                                                  ---------     ---------
     EBITDA ..................................................    $ 120,225     $ (36,226)
                                                                  =========     =========
</TABLE>


Retail Services:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                                      2002         2001
                                                                      ----         ----
<S>                                                               <C>           <C>
Net loss .....................................................    $(140,074)    $(156,275)
Depreciation and amortization ................................       66,698        69,765
Interest income and expense, net .............................        1,258         1,119
                                                                  ---------     ---------
         EBITDA ..............................................    $ (72,118)    $ (85,391)
                                                                  =========     =========
</TABLE>


Broadband Transport Services:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                                      2002         2001
                                                                      ----         ----
<S>                                                               <C>          <C>
Net loss .....................................................    $(188,565)    $ (50,614)
Depreciation and amortization ................................       47,952        49,091
Interest income and expense, net..............................       13,104        13,719
Intercompany interest expense.................................       30,807        36,969
                                                                  ---------     ---------
EBITDA .......................................................    $ (96,702)    $  49,165
                                                                  =========     =========
</TABLE>


                                       14

<PAGE>

     The increase in EBITDA for our retail services was primarily attributable
to the following factors:

     .   an increase of $13.6 million related to an increase in our operating
         revenues, including revenues from a non-recurring contract termination
         fee and interconnection agreement settlement;

     .   an increase, excluding restructuring expenses, of $25.8 million
         resulting from a decrease in our selling, operations and administration
         expense;

     .   a decrease of $11.1 million related to an increase in our cost of
         services;

     .   a decrease of $90.8 million related to reorganization items incurred in
         2002 compared to none incurred in 2001; and

     .   an increase of $74.4 million related to special charges incurred in
         2001 compared to none in 2002.

     The decrease in EBITDA for our broadband transport services was primarily
attributable to reorganization items of $137.5 million in 2002 compared to $0 of
reorganization items in 2001. The remaining decrease of $8.4 million in EBITDA
in 2002 was attributable to a decline in the revenues generated by this
business. The revenue decline resulted primarily from a reduction in rates
charged to our customers due to industry overcapacity and from service
cancellations by some customers.

2001 Compared to 2000

     Operating Revenues. Total operating revenues increased $51.7 million, or
14.2%, from $363.6 million for 2000 to $415.3 million for 2001.

     Revenues from our retail services increased $40.0 million, or 14.3%, from
$280.3 million for 2000 to $320.3 million for 2001. The change in these revenues
was primarily attributable to the following factors:

     .   an increase of $37.6 million in revenues generated by our local
         telephone services and local dial-up services provided to Internet
         service providers, which were affected by an increase in the average
         number of installed lines;

     .   an increase of $10.3 million in revenues generated by our sales of
         enhanced data and Internet access services, which resulted primarily
         from an increase of 27.1% in our revenues from sales of private line
         services and an increase of 168.2% in our revenues from sales of
         Internet access services;

                                       15

<PAGE>

     .   an increase of $11.4 million in access-related revenues, which resulted
         from an increase in the minutes used;

     .   a decrease of $6.3 million in our long distance revenues, which was
         attributable to a 19.3% decrease in the average rate we charge per
         minute and was partially offset by an 13.0% increase in average actual
         minutes used;

     .   a decrease of $15.4 million in our reciprocal compensation revenues,
         which reflected a decrease of $14.6 million in one-time net benefits
         from interconnection agreement settlements recognized in 2001 compared
         to 2000 and a decrease of 75.6% in our average reciprocal compensation
         rate;

     .   a decrease of $1.5 million in the nonrecurring sales of equipment and
         software as a result of reduced demand; and

     .   an increase of $4.9 million from professional services and equipment
         sales related to our e/\deltacom business.

     Revenues from our broadband transport services increased $11.7 million, or
14.0%, from $83.3 million for 2000 to $95.0 million for 2001. The change in
these revenues was primarily attributable to the following factors:

     .   an increase of $8.5 million in revenues generated by the use of our
         owned and operated network, which resulted primarily from a 66.9%
         increase in the average capacity of our fiber optic transmission
         facilities and was partially offset by a 28.7% decrease in the average
         rate we charge;

     .   an increase of $1.1 million in commissions we generate from the
         management and marketing of transmission services provided by other
         communications services; and

     .   an increase of $2.1 million in revenues we generate from providing
         directory and operator assistance, which was primarily attributable to
         an increase in the number of calls served.

     No single customer of our retail services or broadband transport services
segments represented over 10% of our total operating revenues for 2001.

     Cost of Services. Total cost of services increased $31.1 million from
$155.0 million for 2000 to $186.1 million for 2001.

     Cost of services for our retail services increased $29.3 million from
$145.6 million for 2000 to $174.9 million for 2001. Cost of services as a
percentage of revenues from our retail services increased to 55% for 2001 from
52% for 2000. The increase in our cost of services as a percentage of revenues
for 2001 was primarily attributable to our recognition during 2000 of an
additional $14.6 million in one-time revenues from prior-period interconnection
agreement settlements, which had little, if any, associated costs. The increase
in cost of services also reflected an increase of $45.4 million, or 62.9%, in
costs associated with the sale of facilities-based services, which became a
significantly greater component of our retail services in 2001 as a result of
our increased use of our network, including an increase of 76.9% in our
facilities-based local exchange costs and an increase of 47.6% in our
facilities-based long distance costs. This increase was partially offset by the
following factors:

     .   a decrease of $3.3 million, or 8.3%, in our costs to use the networks
         of other carriers to provide long distance services, which resulted
         primarily from rate decreases;

     .   a decrease of $15.1 million, or 56.3%, in our costs to provide local
         services as a result of the decrease in the amount of resale services
         we purchased; and

     .   a decrease of $1.9 million, or 23.8%, in our costs to provide satellite
         services, which resulted primarily from decreased demand.

                                       16

<PAGE>

     Inventory Write-Down. During 2001, we incurred a charge for the write-down
of approximately $1.7 million of inventory of telephone systems and related
equipment used to provide retail services as the result of a decline in demand
for this equipment. See note 10 to our audited consolidated financial statements
appearing elsewhere in this report for additional information about this
inventory write-down.

     Selling, Operations and Administration Expense. Total selling, operations
and administration expense increased $37.7 million from $151.1 million, or 42%
of total operating revenue, for 2000 to $188.7 million, or 45% of total
operating revenue, for 2001.

     Selling, operations and administration expense attributable to our retail
services increased $36.7 million from $118.1 million, or 42% of revenue, for
2000 to $154.7 million, or 48% of revenue, for 2001. These increases were
primarily attributable to the following factors:

     .   an increase of $17.6 million in sales, other personnel and associated
         expenses related to an increase in our average number of employees;

     .   an increase of $4.8 million in maintenance and related costs, which
         resulted primarily from an increase in our number of switch sites;

     .   an increase of $2.9 million in taxes and insurance, and in consulting
         and associated expenses, which was related primarily to an increase in
         our property, plant and equipment;

     .   $4.8 million in employee severance and occupancy costs we incurred in
         connection with our restructuring in September 2001; and

     .   an increase of $13.1 million in expenses related to our data center,
         which resulted primarily from the realization of a full year of
         expenses for 2001 compared to a partial year of expenses for 2000.

The increases were partially offset by a decrease of $1.2 million in
occupancy-related expenses as a result of office closures and a decrease of $4.9
million in costs of information systems and research and development activity.

     Selling, operations and administration expense attributable to our
broadband transport services increased $1.0 million from $33.0 million, or 40%
of revenue, for 2000 to $34.0 million, or 36% of revenue, for 2001. This
increase resulted primarily from increases in bad debt expense, taxes, licensing
expenses and maintenance expenses.

     Depreciation and Amortization. Total depreciation and amortization
increased $32.4 million from $86.5 million for 2000 to $118.9 million for 2001.
Of the increase, our retail services accounted for $21.2 million and our
broadband transport services accounted for $11.2 million. The increase
attributable to retail services was primarily related to a full year of
depreciation on new central office and telecommunications equipment added to our
network during 2000, and to a full year of depreciation on the data center we
placed in service in 2000 and to depreciation of telecommunications and other
equipment added to our network during 2001. The increase attributable to
broadband transport services primarily reflected a full year of depreciation
on fiber and telecommunications equipment installed in 2000 and to
depreciation on fiber and telecommunications equipment installed in 2001.

     Special Charges. Total special charges were $74.4 million in 2001. We did
not incur similar special charges in 2000. The special charges we incurred in
2001 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                            Broadband
                                                                            Transport          Retail
                                                                             Services         Services
                                                                             --------         --------
<S>                                                                          <C>               <C>
         Impaired property and equipment ..................................  $    55           $22,967
         Impaired goodwill and other intangible assets ....................       --            51,415
                                                                             -------           -------
              Total .......................................................  $    55           $74,382
                                                                             =======           =======
</TABLE>

                                       17

<PAGE>

We incurred the special charges in connection with our restructuring in
September 2001, which included the evaluation and subsequent write-down of some
assets to their respective values. See note 10 to our audited consolidated
financial statements appearing elsewhere in this report for additional
information about these special charges.

     Interest Expense. Total interest expense increased $3.3 million from $55.5
million for 2000 to $58.8 million for 2001. The increase was primarily
attributable to an increase in our average outstanding debt balances as a result
of our drawdown in April 2000 of $160 million in borrowings under our senior
secured credit facility and our closing in December 2000 on $28.5 million of
capital lease financing.

     Interest Income. Total interest income from the temporary investment of
available cash balances decreased $12.7 million from $14.8 million for 2000 to
$2.1 million for 2001.

     Other Income (Expense). In connection with the mark-to-market of an
interest rate swap, we recognized expense of approximately $632,000 for 2001 and
$426,000 for 2000.

     EBITDA. EBITDA represents net income (loss) before interest, taxes,
depreciation and amortization. The following tables present EBITDA amounts for
the years ended December 31, 2001 and 2000. The tables also set forth for these
periods a quantitative reconciliation of the differences between EBITDA and net
loss, as net loss is calculated in accordance with generally accepted accounting
principles. Net loss in the consolidated table includes $5,042,000 for 2001 and
$3,020,000 for 2000 related to our corporate segment. The amounts shown are in
thousands.


Consolidated:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                                      2001         2000
                                                                      ----         ----
<S>                                                                <C>          <C>
Net loss .....................................................     $(211,931)   $ (70,875)
Depreciation and amortization ................................       118,938       86,519
Interest income and expense, net .............................        56,767       40,719
Income tax (benefit)expense ..................................            --         (512)
                                                                   ---------     --------
     EBITDA ..................................................     $ (36,226)    $ 55,851
                                                                   =========     ========

</TABLE>


Retail Services:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                                      2001         2000
                                                                      ----         ----
<S>                                                                <C>          <C>
Net loss .....................................................     $(156,275)   $ (30,991)
Depreciation and amortization ................................        69,765       48,507
Interest income and expense, net .............................         1,119         (881)
                                                                   --------     ---------
         EBITDA ..............................................     $ (85,391)   $  16,635
                                                                   =========    =========
</TABLE>


Broadband Transport Services:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                                   -----------------------
                                                                      2001         2000
                                                                      ----         ----
<S>                                                                <C>          <C>
Net loss .....................................................     $(50,614)    $ (36,864)
Depreciation and amortization ................................       49,091        37,930
Interest income and expense, net .............................       13,719         1,181
Intercompany interest expense.................................       36,969        36,969
                                                                   --------     ---------
         EBITDA ..............................................     $ 49,165     $  39,216
                                                                   ========     =========
</TABLE>


     The decrease in EBITDA for our retail services was primarily attributable
to the following factors:

     .   a $1.7 million write-down of telephone systems and related equipment
         inventory;

     .   a $14.6 million decrease in prior-period amounts for interconnection
         agreement settlements, which had resulted primarily from settlements of
         reciprocal compensation issues; and

     .   a $74.4 million write-down of impaired property and equipment and
         goodwill and other intangible assets.

     The increase in EBITDA for our broadband transport services was primarily
attributable to an increase of approximately 67% in the average efficiency of
our fiber optic facilities providing transmission services, which allowed us to
provide more capacity over existing lines. The effects of the increase were
partially offset by a decrease of approximately 29% in the average rates we
charge for our broadband transport services.

Liquidity and Capital Resources

     As of February 28, 2003, we had $48.4 million of cash and cash equivalents,
including $18.5 million of restricted cash and cash equivalents. Based on such
cash availability and our anticipated ability to continue to generate positive
cash flows from operations, we do not currently require additional funding to
finance our operations or to expand our business as currently planned.

     As discussed elsewhere in this report, we filed for reorganization under
Chapter 11 of the United States bankruptcy code because we believed our existing
sources of liquidity were insufficient to support the growth of our business and
to satisfy all of our debt service requirements. Our plan of reorganization,
which is summarized above under "--Overview-Plan of Reorganization" above,
resulted in the elimination of $515 million principal amount of our indebtedness
through the cancellation of all of our outstanding senior notes and convertible
subordinated notes and the issuance of

                                       18

<PAGE>

common stock in our reorganized company to the former holders of the notes. We
expect that the decrease in our fixed interest costs resulting from the
reduction in our total indebtedness will enable us to maintain positive cash
flow from operations from completion of our reorganization on October 29, 2002
through the current period of uncertainty affecting the telecommunications
industry and competitive telecommunications companies. Our liquidity position
has been further strengthened by our receipt of $30 million of gross proceeds
from the sale of the Series A preferred stock on October 29, 2002.

     On October 29, 2002, the effective date of our plan of reorganization, we
entered into a senior credit facility with Morgan Stanley Senior Funding, Inc.
and other lenders, which amended and restated the $156 million senior credit
facility in effect since April 5, 2000. Under the new credit agreement,
payments, excluding interest, on the outstanding principal amount of $156
million will be $400,000 quarterly through June 2005, $5 million in each of
September 2005, December 2005 and March 2006 and $136.6 million on the facility
termination date, which will occur not later than June 30, 2006. The new
agreement also requires us to prepay outstanding principal balances from excess
cash flows, as defined, and from the proceeds of specified types of
transactions. The credit agreement is secured by the assets of Interstate
FiberNet, Inc. and its subsidiaries. Under the agreement, we are required to
maintain in a segregated account cash and cash equivalents in an amount of
$18.5 million for the twelve-month period following the reorganization effective
date, which may be reduced to $9.25 million for the succeeding six-month period.
We may use the amounts in the account solely to pay any amounts for which we may
be liable upon the occurrence of a change of control of ITC/\DeltaCom under, and
as defined in, our agreement with Southern Telecom, Inc. described below.

     Under the new credit agreement, interest per annum is payable on
outstanding borrowings, at our option, at a base rate plus a base rate margin,
which is 1% less than the eurodollar rate margin, or at a eurodollar rate plus
an applicable eurodollar rate margin, which is initially fixed at 4%. The
eurodollar rate is based on LIBOR. The eurodollar rate margin will be adjusted
quarterly and will vary within a specified range based on the ratio of our
consolidated "Senior Debt" to our consolidated "Adjusted EBITDA," as measured
over the last twelve months ("LTM") before each measurement date. Based on the
ratio of our Senior Debt to our LTM Adjusted EBITDA, which will be measured on a
quarterly basis, interest will be payable at the following annual rates:

          Ratio of Senior Debt
         to LTM Adjusted EBITDA
        Equal to or Greater Than                      Interest Rate
        ------------------------                      -------------
                  4.00                                LIBOR + 5.25%
                  3.50                                LIBOR + 4.75%
                  3.25                                LIBOR + 4.25%
                  3.00                                LIBOR + 4.00%
                  2.50                                LIBOR + 3.75%

For purposes of this covenant, Senior Debt is defined in the new credit
agreement to include all of our senior secured indebtedness, with limited
exceptions, and Adjusted EBITDA equals the sum of the following:

     .   net income (or net loss) after eliminating extraordinary and
         nonrecurring items to the extent included in net income, except as
         indicated below;

     .   interest expense;

     .   income tax expense;

     .   depreciation expense;

     .   amortization expense;

     .   the total of all non-cash charges, including asset impairment charges,
         deducted in computing net income;

     .   restructuring charges that are recognized and paid after August 31,
         2002 within four months of the applicable restructuring event; and

     .   other specified restructuring charges, including each restructuring
         charge relating to any permitted merger or acquisition that is
         recognized and paid within nine months after the completion of the
         transaction and which has a benefit over a twelve-month period that
         exceeds such charge.

If the ratio of our Senior Debt to our LTM Adjusted EBITDA is less than 2.50,
interest will be payable at an annual rate of LIBOR plus 3.50%. Adjusted EBITDA
for these purposes is not the same measure as the EBITDA measure we use
elsewhere in this report. Based on our ratio of Senior Debt to LTM Adjusted
EBITDA at December 31, 2002, we expect the 2003 first quarter interest rate will
be LIBOR plus 4.00%.

     The new credit agreement has added the following two new financial
covenants:

     .   The first financial covenant generally limits our annual capital
         expenditures, as defined in the agreement, to $42 million for 2002 and,
         for periods after 2002, to the greater of (1) $10 million until
         December 31, 2003 and $15 million in subsequent periods or (2) an
         amount equal to our LTM Adjusted EBITDA less the amounts of our cash
         interest expense and principal payments under the credit facility and
         our capital lease facilities with NTFC Capital Corporation and General
         Electric Capital Corporation.

                                       19

<PAGE>

     .   The second financial covenant limits the permissible ratio of our
         Senior Debt to our LTM Adjusted EBITDA, as described above, but with
         additional adjustments, to 4.5 for the quarters ended September 30,
         2002 and December 31, 2002, and to 4.0 thereafter. Our compliance with
         these ratios will be measured on a quarterly basis. As of December 31,
         2002, our ratio of Senior Debt to LTM Adjusted EBITDA, with these
         adjustments, was less than 3.25.

     Solely for the purposes of calculating the ratio of Senior Debt to LTM
Adjusted EBITDA, Adjusted EBITDA may be adjusted upward to account for any
reduction in Adjusted EBITDA resulting from lost revenue, to the extent lost
revenue exceeds new revenue, from our local interconnection or broadband
transport business related to the sale of capacity along our network during the
period from December 31, 2002 to June 30, 2004. This amount will be determined
on the last day of each fiscal quarter during such period, for the period of the
four consecutive fiscal quarters then ended, in an aggregate amount not to
exceed the amount set forth opposite such date below:

                               Period                  Amount
                               ------                  ------
                     December 31, 2002                 $  1,900,000
                     March 31, 2003                    $  3,900,000
                     June 30, 2003                     $  5,800,000
                     September 30, 2003                $ 10,000,000
                     December 31, 2003                 $  7,800,000
                     March 31, 2004                    $  7,300,000
                     June 30, 2004                     $  3,100,000

     Among other modifications to our previous credit agreement, the new credit
agreement imposes additional restrictions on our ability to secure indebtedness
with liens on our assets and properties, to acquire assets, to make cash
investments, and to make dividends and other restricted payments. Our ability to
comply with covenants under our senior credit facility is subject to the risks
of our business, including those discussed in this report under
"Business--Risks."

     On October 29, 2002, the effective date of our plan of reorganization, we
also entered into an amendment to our existing capital lease facilities with
NTFC Capital Corporation and General Electric Capital Corporation to defer until
September 2005 through June 2006 approximately $9.9 million in principal
payments that would otherwise become due and payable in 2003. The amendment
provides that we generally will pay only interest on the existing balance of the
capital leases during 2003 and resume principal and interest payments in 2004.

     To conserve liquidity for our business while we pursued reorganization
negotiations, we did not pay the scheduled May 15, 2002 interest payments due on
our 9-3/4% senior notes due 2008 and 4-1/2% convertible subordinated notes due
2006 or the scheduled June 1, 2002 interest payment due on our 11% senior notes
due 2007. The scheduled May 15, 2002 payments totaled approximately $6.1 million
on our 9-3/4% senior notes and approximately $2.3 million on our 4-1/2%
convertible subordinated notes. The scheduled June 1, 2002 payment totaled
approximately $7.2 million. As a result of our failure to pay interest on the
senior notes and convertible subordinated notes on May 15 and June 1, 2002 and
our filing of a voluntary petition under Chapter 11 of the United States
bankruptcy code on June 25, 2002, we were in default under our senior credit
facility and some of our principal capital lease facilities. While we were in
default, interest under the senior credit facility was payable at an annual rate
of 8.625%, which was computed on the basis of a default rate of 2% in excess of
a base rate of 4.75%, plus a margin of 1.875%. We ceased to be in default under
the senior credit facility and the foregoing capital lease facilities upon our
entry into amendments to those facilities on October 29, 2002, and the lenders
have waived any rights to pursue any remedies based on those defaults.

     We depend on BellSouth for the provision of wholesale telecommunications
services under our interconnection agreements with BellSouth and pursuant to
various access tariffs that BellSouth has filed with federal and state
regulatory agencies. As previously reported, BellSouth requested by letter dated
March 8, 2002 that we provide a $10 million security deposit by March 29, 2002
in connection with BellSouth's provision of services to us. On March 28, 2002,
we filed a petition for declaratory judgment in Georgia state court seeking a
ruling from the court that, based upon the terms of our interconnection
agreements with BellSouth, BellSouth may not require us to place a

                                       20

<PAGE>

$10 million deposit with BellSouth as security for future payment for services
to be rendered to us by BellSouth. BellSouth responded to our petition by
seeking to have the matter heard before the Georgia Public Service Commission,
rather than in Georgia state court. BellSouth filed a petition with the Georgia
Public Service Commission seeking a determination that we should be required to
place a security deposit of approximately $17 million with BellSouth. BellSouth
has subsequently withdrawn this petition. Based on our payment history with
BellSouth, including the fact that BellSouth received all payments due from us
during our reorganization process, our strengthened liquidity position as a
result of the reorganization, and other relevant factors, we do not believe that
BellSouth is entitled to any amount of the deposit it has sought. If it is
determined that BellSouth may require a substantial deposit, our cash reserves
may be insufficient to fund the deposit, which could have a material adverse
effect on our ability to provide services to its customers.

     Some of our customers, especially governmental entities, and some
governmental entities from which we have acquired a franchise or rights-of-way
agreement, require us to obtain surety bonds as a condition to our provision of
service to them or other entities within their control. In February 2002,
because of our financial condition, our surety cancelled all outstanding surety
bonds that contained cancellation clauses. The surety also has advised us that
it will not underwrite any new surety bonds unless we provide 100% collateral
for such bonds. Our inability to provide surety bonds to replace the cancelled
surety bonds or issue new surety bonds will have an adverse impact on our
ability to provide service to some customers, especially government entities and
other entities that generally require surety bonds. We believe that our
strengthened liquidity position as a result of our reorganization and recent
changes to our major credit agreements provide us with greater flexibility to
satisfy our requirements for surety bonds and similar security arrangements. Our
amended credit facility allows us to issue up to $2 million in bonds and other
security to various entities. The amount allowable for bonds and other security
interests may be increased by up to $3 million, for a total of $5 million, if we
prepay principal amounts, in increments of $500,000 plus accrued and unpaid
interest on such amounts, owing under the senior secured credit facility. For
more information about our surety obligations, see note 11 to the audited
consolidated financial statements appearing elsewhere in this report.

     We have obtained a portion of our rights-of-way under an agreement with
Southern Telecom, Inc. and its affiliates that provides for significant annual
fixed payments by us through 2020. Certain events specified in the agreement,
including a change of control of ITC/\DeltaCom, as defined in the agreement, can
cause termination of the annual payment provisions and require us to make a
one-time payment. The total amount of this one-time payment would be
approximately $19.7 million if such an event were to occur before August 1, 2003
and could be greater than such amount if such an event were to occur thereafter.
Any such one-time payment would reduce our capital lease obligations. Such a
reduction would total approximately $9.5 million if such an event were to occur
before August 1, 2003. In December 2002, we received a notice from Southern
Telecom under this agreement, in which Southern Telecom claimed that our October
2002 reorganization resulted in a change of control of ITC/\DeltaCom under the
agreement. In January 2003, Southern Telecom filed a civil action against us
alleging that we breached the agreement by failing to pay Southern Telecom
approximately $125,000 by November 29, 2002 and approximately $19.6 million by
January 28, 2003, for a total of approximately $19.7 million, that it alleges
became due and payable as a result of the change of control it claims resulted
from our reorganization. In our response, we have denied that a change of
control, as defined in the agreement, has occurred and further denied that we
owe the amounts specified in the complaint. Under our credit facility agreement,
we are required to maintain, in a segregated account, cash and cash equivalents
in an amount of $18.5 million for the twelve-month period following October 29,
2002, which may be reduced to $9.25 million for the succeeding six-month period.
We may use the amounts in the account solely to pay any amounts for which we may
become liable upon the occurrence of a change of control under our agreement
with Southern Telecom. If we are required to make a change of control payment
under the agreement, the funds we have available for other uses related to the
operation or expansion of our business would be significantly reduced.

     During 2002, we funded our operating and capital requirements and other
cash needs principally through cash from operations and cash on hand. In large
part to address our liquidity constraints, we reduced our planned capital
expenditures and implemented other cost-cutting measures.

     Cash provided by (used in) operating activities was $19.8 million in 2002,
$(10.5) million in 2001 and $45.9 million in 2000. Cash provided by operating
activities in 2002 of $19.8 million includes the effects of approximately $13.2
million of payments for items related to our reorganization. Changes in working
capital were $9.6 million in

                                       21

<PAGE>

2002, $2.8 million in 2001 and $27.3 million in 2000.

     .   The change in 2002 was primarily attributable to a decrease in accounts
         receivable and other current assets and an increase in accrued
         interest, the effects of which were partially offset by a decrease in
         accounts payable and unearned revenue.

     .   The change in 2001 was primarily attributable to a decrease in accounts
         receivable and other current assets and an increase in accrued
         compensation and other accrued liabilities, the effect of which was
         partially offset by a decrease in accounts payable, accrued interest
         and unearned revenue. The decrease in unearned revenue resulted
         primarily from a decrease, from $24 million for 2001 to $17.6 million
         for 2002, in the amount prepaid by BellSouth for reciprocal
         compensation.

     .   The change in 2000 was primarily attributable to an increase in
         accounts payable, accrued interest, unearned revenue and accrued
         compensation and other accrued liabilities, the effect of which was
         partially offset by an increase in accounts receivable. The increase in
         unearned revenue was primarily related to a $24 million prepayment by
         BellSouth for forecasted reciprocal compensation during 2001.

     Cash used for investing activities was $34.7 million in 2002, $154.8
million in 2001 and $305.2 million in 2000. The cash used in these periods was
primarily applied to fund capital expenditures.

     We made capital expenditures of $34.7 million in 2002, $162.0 million in
2001 and $309.8 million in 2000.

     .   Of the $34.7 million of capital expenditures in 2002, $30.3 million
         related to our retail services segment and $4.4 million related to our
         broadband transport services segment.

     .   Of the $162.0 million of capital expenditures in 2001, $117.7 million
         related to our retail services segment and $44.3 million related to our
         broadband transport services segment.

     .   Of the $309.8 million of capital expenditures in 2000, $188.2 million
         related to our retail services segment and $121.6 million related to
         our broadband transport services segment.

     Cash provided by financing activities was $4.4 million in 2002, $65.2
million in 2001 and $152.0 million in 2000.

     .   Net cash provided by financing activities in 2002 consisted primarily
         of proceeds from the issuance of new Series A preferred stock,
         including the related common stock and common stock warrants, net of
         issuance costs, of $29.6 million, less cash restricted for a specified
         contingency of $18.5 million and repayments of other long-term debt and
         capital lease obligations of $6.6 million.

     .   Net cash provided by financing activities in 2001 consisted primarily
         of proceeds of $67.2 million, net of issuance costs, from the issuance
         of our Series B preferred stock and proceeds of $1.3 million from the
         exercise of options to purchase common stock, reduced by a net
         repayment of other long-term debt and capital lease obligations of $2.4
         million.

     .   Net cash provided by financing activities in 2000 consisted primarily
         of net proceeds of $157.4 million from our $160 million senior secured
         credit facility, of which $7.0 million was restricted for capital
         expenditures at December 31, 2000, and $3.1 million from the exercise
         of options to purchase common stock, reduced by $1.5 million from the
         net repayment of other long-term debt and capital lease obligations.

     We have various contractual obligations and commercial commitments. The
following table sets forth, in thousands, the annual payments, exclusive of
interest payments, we are required to make under contractual cash obligations
and other commercial commitments at December 31, 2002 (in thousands). The annual
payments have been adjusted for the revised terms under our amended and restated
senior credit facility and amended capital lease

                                       22

<PAGE>

facilities discussed above.

<TABLE>
<CAPTION>
                                                                     Payments Due by Period
                                                                     ----------------------
                                            Total       2003        2004       2005        2006        2007      After 2007
                                          ---------   --------    --------   --------    ---------    --------   ----------
<S>                                       <C>         <C>         <C>        <C>         <C>          <C>        <C>
Long-term debt - Credit facility ......   $ 155,600   $  1,600    $  1,600   $ 10,800    $ 141,600    $     --   $       --
Capital lease obligations .............      46,771      1,103      12,012     15,246       10,408         473        7,529
Other long-term liabilities ...........      10,575      3,250       3,518      3,807           --          --           --
Operating leases ......................      60,459     13,747      11,206      8,772        7,535       6,244       12,955
Unconditional purchase obligations ....       2,578      2,578          --         --           --          --           --
                                          ---------   --------    --------   --------    ---------    --------   ----------
   Totals .............................   $ 275,983   $ 22,278    $ 28,336   $ 38,625    $ 159,543    $  6,717   $   20,484
                                          =========   ========    ========   ========    =========    ========   ==========
</TABLE>


     We do not have off-balance sheet financing arrangements other than our
operating leases. See note 6 to our audited consolidated financial statements
appearing elsewhere in this report for additional information regarding our
financing arrangements.

     At December 31, 2002, we had entered into agreements with vendors to
purchase approximately $2.6 million of property, plant and equipment and
services in 2003 related primarily to the improvement and installation of
telecommunications facilities and information technology equipment and services.
In 2002, we made net capital expenditures of approximately $34.7 million,
primarily for the addition of telecommunications equipment in connection with
our local and data telecommunications services, and for infrastructure
enhancements. We currently estimate that our aggregate capital requirements for
2003 will total approximately $40.0 million, including the $2.6 million in
commitments as of December 31, 2002.

     We currently plan that capital expenditures in 2003 will be used primarily
for the following:

     .   continued addition of telecommunications equipment in connection with
         our local and data telecommunications services; and

     .   infrastructure enhancements, principally for information systems.

     In November 2000, we entered into a purchase agreement with Nortel
Networks, Inc. for the purchase of telecommunications equipment and services.
The agreement provides for specified volume discounts if we purchase at least
$250 million of equipment and services from Nortel Networks. If we purchase less
than $250 million of equipment and services before a deadline that has been
extended to April 4, 2003, the agreement provides that we will be required to
pay to Nortel a portion of the difference between the commitment and the amount
actually purchased. Based on our actual and forecasted purchases under the
agreement, we currently estimate that we may be required to pay Nortel Networks
approximately $3.5 million to $3.8 million in the first quarter of 2003. In
addition, Nortel Networks has deployed approximately $6.6 million of equipment
under terms providing that payment is due when we place the deployed equipment
into service. Based on our current schedule for placing this equipment into
service, we expect that these terms may require us to pay $6.6 million in the
first quarter of 2003, depending on our need for capacity. Under other terms of
this agreement, we are required to purchase, or pay for, an additional $10
million of equipment by the fourth quarter of 2003. The estimated payment
obligations under this agreement are in addition to the outstanding commitments
of $2.6 million as of December 31, 2002 described above. We have reached an
agreement in principle with Nortel Networks to modify our obligations under the
existing agreement. If the agreement in principle is reflected in a new
definitive agreement executed by Nortel Networks and us, we expect that we will
not be required to make the estimated $3.5 million to $3.8 million payment
described above, that we will be able to use approximately $4 million in
accumulated vendor credits to reduce to approximately $12 million our estimated
remaining payment obligations of approximately $16 million under the existing
agreement, and that we will be obligated to make equipment-related payments to
Nortel Networks of $1 million quarterly from the first quarter of 2003 through
the fourth quarter of 2005. As a result of our agreement with Nortel Networks,
we recorded other long-term liabilities totaling approximately $10.6 million as
of December 31, 2002.

                                       23

<PAGE>

Critical Accounting Policies, Estimates, Risks and Uncertainties

     Our audited consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States, which
require us to make estimates and assumptions. We believe that, of our
significant accounting policies described in note 2 to our audited consolidated
financial statements appearing elsewhere in this report, the following policies
may involve a higher degree of judgment and complexity.

     The policies discussed below are not intended to constitute a comprehensive
list of all of our accounting policies. In many cases, the accounting treatment
of a particular transaction is specifically dictated by accounting principles
generally accepted in the United States, with no need for us to judge their
application. There are also areas in which our judgment in selecting any
available alternative would not produce a materially different result. See our
audited consolidated financial statements and related notes thereto appearing
elsewhere in this report, which contain accounting policies and other
disclosures required by accounting principles generally accepted in the United
States.

     Revenue Recognition. We generate recurring or multi-year operating
revenues, as well as nonrecurring operating revenues. We recognize revenues in
accordance with SEC Staff Accounting Bulletin, or ("SAB"), No. 101, "Revenue
Recognition in Financial Statements," as amended by SAB Nos. 101A and 101B. SAB
No. 101 requires that the following four basic criteria must be satisfied before
revenues can be recognized:

     .   there is persuasive evidence that an arrangement exists;

     .   delivery has occurred or services rendered;

     .   the fee is fixed and determinable; and

     .   collectibility is reasonably assured.

We base our determination of the third and fourth criteria above on our judgment
regarding the fixed nature of the fee we have charged for the services rendered
and products delivered, and the prospects that those fees will be collected. If
changes in conditions should cause us to determine that these criteria likely
will not be met for future transactions, revenue recognized for any reporting
period could be materially adversely affected.

     We generate recurring revenues from our offering of local exchange
services, long distance services, data and Internet services, which include
Internet access, hosting and colocation services, and the sale of transmission
capacity to other telecommunications carriers. Revenues from these sources are
recognized as services are provided. Advance billings or cash payments received
in advance of services performed are recorded as deferred revenue.

     We generate nonrecurring revenues from the sale of telephone systems, other
equipment, software and professional services. Revenues from these sources are
recognized upon installation or as services are performed. Nonrecurring revenues
such as the sale of telephone systems may be part of multiple element
arrangements. We estimate the fair value of the separate elements of a multiple
element arrangement and recognize revenues for any separate element that has
been delivered only after all of the remaining separate elements of the multiple
element arrangement have been delivered.

     We recognize some revenues net as an agent versus gross as principal. We
applied the guidance provided in Emerging Issues Task Force, or EITF, 99-19 to
classify and record such amounts. We recorded revenues net as an agent of $11.1
million during 2002, $16.3 million during 2001 and $16.6 million during 2000.
See note 2 to our audited consolidated financial statements appearing elsewhere
in this report for additional information regarding revenues we recognize net as
an agent.

     Allowance for Doubtful Accounts. We record an allowance for doubtful
accounts based on specifically identified amounts that we believe to be
uncollectible. We also use estimates based on our aged receivables to determine
an additional allowance for bad debts. These estimates are based on our
historical collection experience,

                                       24

<PAGE>

current trends, credit policy and a percentage of our revenue. In determining
these percentages, we look at historical write-offs of our receivables, but our
history is limited. We also look at current trends in the credit quality of our
customer base as well as changes in the credit policies. The following table
identifies the amounts we had reserved as of the dates indicated.

<TABLE>
<CAPTION>
                                                                 December 31,
                                                 ---------------------------------------------
                                                      2002             2001            2000
                                                      ----             ----            ----
<S>                                              <C>              <C>             <C>
Retail Services ............................     $   5,755,000    $   4,057,000   $  2,837,000
Broadband Transport Services ...............         1,589,000        1,632,000        166,000
                                                 -------------    -------------   ------------
   Total ..................................      $   7,344,000    $   5,689,000   $  3,003,000
                                                 =============    =============   ============
</TABLE>

     We have attempted to reserve for expected losses based on the foregoing
factors and believe our reserves are adequate. It is possible, however, that the
accuracy of our estimation process could be materially affected as the
composition of our receivables changes over time. We continually review and
refine the estimation process to take account of these changes, but we cannot
guarantee that we will be able to estimate credit losses accurately on our
receivables.

     Valuation of Long-Lived and Intangible Assets and Goodwill. We assess the
impairment of identifiable intangibles, long-lived assets and related goodwill
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable in accordance with Statement of Financial Accounting
Standards, or "SFAS," No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and, beginning January 1,
2002, SFAS No. 144, "Accounting for the Impairment and Disposal of Long-Lived
Assets". Factors we consider important and that could trigger an impairment
review include the following:

     .   significant underperformance of our assets relative to expected
         historical or projected future operating results;

     .   significant changes in the manner in which we use our assets or in our
         overall business strategy;

     .   significant negative industry or economic trends;

     .   a significant decline in our common stock price for a sustained period;
         and

     .   our market capitalization relative to net book value.

     When we determine that the carrying value of intangibles, long-lived assets
and goodwill may not be recoverable based upon the existence of one or more of
the foregoing indicators of impairment, we measure impairment based on an
estimate of fair value. Estimates may be based on the projected discounted cash
flow method using a discount rate we determine to be commensurate with the risk
inherent in our current business model, or estimates may be based on other
methods. Net intangible assets, long-lived assets and goodwill amounted to
$442.6 million as of December 31, 2002 and $747.0 million as of December 31,
2001.

     We wrote down some of our long-lived assets and goodwill because we
determined impairment existed during 2002 and 2001. We recognized losses in
connection with the write-downs of $223,000 during 2002 and $74.4 million during
2001. As part of our adoption of fresh start reporting on October 30, 2002,
substantially all property, plant and equipment was revalued to estimated fair
value, which became our new cost basis. In conformity with fresh start
accounting principles, we recorded a $228.2 million reorganization charge to
adjust the historical carrying value of our assets and liabilities to fair
market value. Of this charge, we wrote down our property, plant and equipment by
$198.8 million. See notes 3 and 10 to our consolidated financial statements
appearing elsewhere in this report for additional information regarding these
write-downs. We cannot assure you that other write-downs will not occur in
subsequent periods.

                                       25

<PAGE>

     As a result of our reorganization, all goodwill recorded in our audited
consolidated balance sheets was written off as of the October 29, 2002 effective
date of our reorganization. Before this write-off and effective on January 1,
2002, we accounted for goodwill in accordance with SFAS No. 142, "Goodwill and
Other Intangible Assets." As a result of our adoption of SFAS No. 142, we ceased
amortizing approximately $59.7 million of goodwill that we had recorded as of
December 31, 2001. We had recorded approximately $2.0 million of amortization on
these amounts during 2001 and would have recorded approximately $2.0 million of
amortization in 2002. In lieu of amortization, we performed an initial
impairment review of our goodwill in 2002. We completed the transitional test as
of January 1, 2002 and determined that goodwill was not impaired. As of December
31, 2002, no goodwill is recorded on the audited consolidated balance sheets
appearing elsewhere in this report.

Adoption of Fresh Start Reporting

     As of October 30, 2002, we implemented fresh start reporting under the
provisions of SOP 90-7. Under SOP 90-7, the reorganization fair value of
ITC/\DeltaCom and its subsidiaries was allocated to our assets and liabilities,
our deficit was eliminated, and our stockholders' equity reflects the
transactions under our plan of reorganization. The adoption of SOP 90-7 and
fresh start reporting had a material effect on our financial statements. As a
result, our financial statements published for periods following the
effectiveness of our plan of reorganization will not be comparable to our
financial statements published before the effectiveness of the plan of
reorganization.

     The following presents the effects of our fresh start reporting as of
October 30, 2002. The amounts are based on a reorganization value of $555.6
million. See note 3 to our audited consolidated financial statements appearing
elsewhere in this report for more information about our fresh start reporting.
All amounts are shown in thousands.

                            Effects of Plan of Reorganization
                                    October 30, 2002

<TABLE>
<CAPTION>
                                                                                              Fresh Start
                                                       Predecessor     Effects of Plan        Accounting         Successor
                                                         Company      of Reorganization       Adjustments         Company
                                                         -------      -----------------       -----------         -------
<S>                                                    <C>               <C>                   <C>                <C>
Current assets (including restricted assets) ......    $  85,645         $ 29,554              $      --          $115,199
Long-term assets ..................................      668,598               --               (228,179)          440,419
                                                       ---------         --------              ---------          --------
   Total assets ...................................    $ 754,243         $ 29,554              $(228,179)         $555,618
                                                       =========         ========              =========          ========

Current liabilities ...............................    $  91,505         $     --              $      --          $ 91,505
Long-term liabilities .............................      200,109               --                     --           200,109
                                                       ---------         --------              ---------          --------
   Total liabilities ..............................      291,614               --                     --           291,614
                                                       ---------         --------              ---------          --------
Liabilities subject to compromise .................      538,147         (538,147)                    --                --

New Series A convertible redeemable
  preferred stock .................................           --           24,433                     --            24,433

Series B redeemable convertible preferred
  stock ...........................................       63,691          (63,691)                    --                --
Stockholders' equity ..............................     (139,209)         606,959               (228,179)          239,571
                                                       ---------         --------              ---------          --------
   Total liabilities and stockholders' equity .....    $ 754,243         $ 29,554              $(228,179)         $555,618
                                                       =========         ========              =========          ========
</TABLE>


     The senior notes and convertible subordinated notes and related accrued
interest are included as liabilities subject to compromise in the table above.

     Current assets of the Successor Company in the table above include $18.5
million of restricted assets.

Effects of Our Reorganization on Our Accumulated Tax Credits

     We estimate that we have accumulated over $444 million in net operating
loss carryforwards, which we could have used in part to reduce any future income
tax payments we may be required to make. As a result of our reorganization under
Chapter 11 of the United States bankruptcy code, we will be required under the
Internal

                                       26

<PAGE>

Revenue Code to reduce our net operating loss carryforwards by the amount of
gain we recognize from the cancellation of our debt. In addition, we believe our
reorganization is deemed to have caused a change in control of ITC/\DeltaCom, as
defined for purposes of the Internal Revenue Code, which significantly limits
our ability to use any remaining net operating loss carryforwards. Such a
reduction and limitation will increase our income tax payments once we begin to
generate taxable income.

Effects of New Accounting Standards

     SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in
June 2001. SFAS No. 143 applies to legal obligations associated with the
retirement of specified tangible long-lived assets. This statement is effective
for fiscal years beginning after June 15, 2002. We implemented this statement,
as required by SOP 90-7, as part of our fresh start reporting upon completion of
our bankruptcy proceedings, with no material impact on our audited consolidated
financial statements.

     SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, an amendment
of FASB Statement No. 13, and Technical Corrections," was issued in April 2002.
This statement, among other things, significantly limits the instances in which
the extinguishment of debt can be treated as an extraordinary item in the
statement of operations. This statement also requires reclassification of all
prior period extraordinary items related to the extinguishment of debt. We
implemented this statement, as required by SOP 90-7, as part of our fresh start
reporting upon completion of our bankruptcy proceedings, with no material impact
on our audited consolidated financial statements.

     SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued in July 2002. This statement requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan. We
implemented this statement, as required by SOP 90-7, as part of our fresh start
reporting upon completion of our bankruptcy proceedings, with no material impact
on our audited consolidated financial statements.

     SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure" was issued in December 2002. This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation." The provisions of this statement are
effective for interim and annual financial statements for fiscal years ending
after December 15, 2002. This statement provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. Also, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. We continue to apply APB 25 recognition and measurement principles and
have complied with the new disclosure requirements of this statement.

Consolidation of Retail and Broadband Transport Businesses.

     As a result of cost-reducing measures we implemented in connection with our
reorganization and the changing environment of the telecommunications business,
we expect, beginning with the first quarter of 2003, to consolidate our
broadband transport services segment into our retail services segment, which
will be managed and reported as a single business segment. We expect to continue
to provide detailed revenue disclosure concerning our end-user, retail customers
and our wholesale customers.

                                       27

<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     (a)(1) The following consolidated financial statements of ITC/\DeltaCom
appear on previously filed pages F-2 through F-41 of this report and are
incorporated by reference in Part II, Item 8:

         Report of Independent Public Accountants.

         Consolidated Balance Sheets:

              Successor ITC/\DeltaCom - December 31, 2002
              Predecessor ITC/\DeltaCom - December 31, 2001

         Consolidated Statements of Operations:

              Successor ITC/\DeltaCom - for the period from October 30, 2002 to
                December 31, 2002
              Predecessor ITC/\DeltaCom - for the period from January 1, 2002 to
                October 29, 2002
              Predecessor ITC/\DeltaCom - for the years ended December 31, 2001
                and 2000

         Consolidated Statements of Stockholders' (Deficit) Equity:

              Successor ITC/\DeltaCom - for the period from October 30, 2002 to
                December 31, 2002
              Predecessor ITC/\DeltaCom - for the period from January 1, 2002 to
                October 29, 2002
              Predecessor ITC/\DeltaCom - for the years ended December 31, 2001
                and 2000

         Consolidated Statements of Cash Flows for the Years Ended December 31,
2002, 2001 and 2000:

              Successor ITC/\DeltaCom - for the period from October 30, 2002 to
                December 31, 2002
              Predecessor ITC/\DeltaCom - for the period from January 1, 2002 to
                October 29, 2002
              Predecessor ITC/\DeltaCom - for the years ended December 31, 2001
                and 2000

         Notes to Consolidated Financial Statements.

     (a)(2) The following financial statement schedule has been previously filed
as part of this report on pages S-1 through S-3:

         Report of Independent Public Accountants as to Schedule.

         Schedule II--Valuation and Qualification Accounts.

     All other schedules for which provision is made in the applicable
accounting regulations of the SEC either have been included in the consolidated
financial statements of ITC/\DeltaCom or the notes thereto, are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

     (a)(3) The following exhibits are either filed with this Form 10-K or are
incorporated herein by reference. Our Securities Exchange Act file number is
0-23253.

                                       28

<PAGE>

   Exhibit
   Number                  Exhibit Description
   ------                  -------------------

 2.1           ITC/\DeltaCom, Inc. Plan of Reorganization Under Chapter 11 of
               the Bankruptcy Code, As Further Revised, dated October 15, 2002.
               Filed as part of Exhibit 1 to Amendment No. 2 to Registration
               Statement on Form 8-A of ITC/\DeltaCom, Inc., dated October 29,
               2002 (the "Form 8-A"), and incorporated herein by reference.

 3.1           Restated Certificate of Incorporation of ITC/\DeltaCom, Inc.
               (including the Certificate of Designation of the Powers,
               Preferences and Relative, Participating and Other Special Rights
               of 8% Series A Convertible Redeemable Preferred Stock and
               Qualifications, Limitations or Restrictions Thereof). Filed as
               Exhibit 2 to Form 8-A and incorporated herein by reference.

 3.2           Amended and Restated Bylaws of ITC/\DeltaCom, Inc. Filed as
               Exhibit 3 to Form 8-A and incorporated herein by reference.

 4.1           Specimen representing the Common Stock of ITC/\DeltaCom, Inc.
               Filed as Exhibit 4 to Form 8-A and incorporated herein by
               reference.

 *4.2          Specimen representing the 8% Series A Convertible Redeemable
               Preferred Stock, par value $0.01 per share, of ITC/\DeltaCom,
               Inc.

 *4.3          Warrant Agreement, dated as of October 29, 2002, between
               ITC/\DeltaCom, Inc. and Mellon Investors Services LLC, as Warrant
               Agent.

 10.1          Capacity Agreement dated as of February 1, 1997 between
               Interstate FiberNet, Inc. and Entergy Technology Company. Filed
               as Exhibit 10.1 to Registration Statement on Form S-4, as amended
               (File No. 333-31361) (the "1997 Form S-4"), and incorporated
               herein by reference.

 10.2          License Agreement dated February 1, 1997 between Interstate
               FiberNet, Inc. and Metropolitan Atlanta Rapid Transit Authority.
               Filed as Exhibit 10.2 to 1997 Form S-4 and incorporated herein by
               reference.

 10.3          Term Agreement dated as of August 11, 1994 between Gulf States
               FiberNet and Illinois Central Railroad Company. Filed as Exhibit
               10.14 to 1997 Form S-4 and incorporated herein by reference.

 10.4.1        Revised and Restated Fiber Optic Facilities and Services
               Agreement dated as of June 9, 1995 among Southern Development and
               Investment Group, Inc., on behalf of itself and as agent for
               Alabama Power Company, Georgia Power Company, Gulf Power Company,
               Mississippi Power Company, Savannah Electric and Power Company,
               Southern Electric Generating Company and Southern Company
               Services, Inc. and MPX Systems, Inc., which was assigned in part
               by MPX Systems, Inc. to Gulf States FiberNet pursuant to an
               Assignment dated as of July 25, 1995. Filed as Exhibit 10.15 to
               1997 Form S-4 and incorporated herein by reference.

 10.4.2        Release, Waiver, and Assumption Agreement, dated as of December
               31, 1997, between Southern Development Investment Group, Inc., on
               behalf of itself and as agent for Alabama Power Company, Georgia
               Power Company, Gulf Power Company, Mississippi Power Company,
               Savannah Electric and Power Company, Southern Electric Generating
               Company and Southern Company Services, Inc. and Interstate
               FiberNet, Inc. and Gulf States Transmission Systems, Inc. Filed
               as Exhibit 10.15.1 to Annual Report on Form 10-K for the year
               ended December 31, 1997 (the "1997 Form 10-K") and incorporated
               herein by reference.

                                       29

<PAGE>

   Exhibit
   Number                  Exhibit Description
   ------                  -------------------

 10.4.3     Amendment to the Revised and Restated Fiber Optic Facilities and
            Services Agreement, dated as of January 1, 1998, by and among
            Southern Company Energy Solutions, Inc. (f/k/a Southern Development
            Group, Inc.), on behalf of itself and as agent for Alabama Power
            Company, Georgia Power Company, Gulf Power Company, Mississippi
            Power Company, Savannah Electric and Power Company, Southern
            Electric Generating Company and Southern Company Services, Inc. and
            Interstate FiberNet, Inc. Filed as Exhibit 10.15.2 to Quarterly
            Report on Form 10-Q for the quarter ended September 30, 1998 and
            incorporated herein by reference.

 10.4.4     First Amendment to Revised and Restated Fiber Optic Facilities and
            Services Agreement dated as of July 24, 1995 between Southern
            Development and Investment Group, Inc. on behalf of itself and as
            agent for others and MPX Systems, Inc. Filed as Exhibit 10.16 to
            1997 Form S-4 and incorporated herein by reference.

 10.4.5     Partial Assignment and Assumption of Revised and Restated Fiber
            Optic Facilities and Services Agreement dated July 25, 1995 between
            MPX Systems, Inc. and Gulf States FiberNet. Filed as Exhibit 10.17
            to 1997 Form S-4 and incorporated herein by reference.

 +10.4.6    Amendment to Revised and Restated Fiber Optic Facilities and
            Services Agreement, dated July 15, 1997, by and among Southern
            Development and Investment Group, Inc., on behalf of itself and its
            agent for Alabama Power Company, Georgia Power Company, Gulf Power
            Company, Mississippi Power Company, Savannah Electric and Power
            Company, Southern Electric Generating Company and Southern Company
            Services, Inc. (collectively "SES"), ITC Transmission Systems, Inc.
            (as managing partner of Interstate Fibernet) and Gulf States
            Transmission Systems, Inc. Filed as Exhibit 10.17.1 to 1997 Form S-4
            and incorporated herein by reference.

 10.4.7     Consent for Assignment of Interest dated February 20, 1997 among
            SCANA Communications, Inc., Gulf States FiberNet, Gulf States
            Transmission Systems, Inc. and Southern Development and Investment
            Groups, Inc. Filed as Exhibit 10.18 to 1997 Form S-4 and
            incorporated herein by reference.

 10.4.8     Second Partial Assignment and Assumption of Revised and Restated
            Fiber Optic Facilities and Services Agreement dated March 27, 1997
            between SCANA Communications, Inc. and ITC Holding Company, Inc.
            Filed as Exhibit 10.19 to 1997 Form S-4 and incorporated herein by
            reference.

 +10.4.9    Amendment, effective as of August 1, 2000, between Southern Telecom,
            Inc., on behalf of itself and as agent for the other parties
            specified therein, and Interstate FiberNet, Inc. to the Revised and
            Restated Fiber Optics Facilities and Services Agreement made as of
            June 9, 1995. Filed as Exhibit 10.1 to Quarterly Report on Form 10-Q
            for the quarter ended September 30, 2000 and incorporated herein by
            reference.

 10.5.1     Fiber System Lease Agreement dated January 30, 1996 between CSW
            Communications, Inc. and Gulf States FiberNet. Filed as Exhibit
            10.20 to 1997 Form S-4 and incorporated herein by reference.

 10.5.2     Consent for Acquisition and Assignment dated January 13, 1997
            between CSW Communications, Inc. and Gulf States FiberNet. Filed as
            Exhibit 10.21 to 1997 Form S-4 and incorporated herein by reference.

 10.6       Network Operating Agreement dated March 25, 1996 among Gulf States
            FiberNet, TriNet, Inc., Hart Communications, Inc. and SCANA
            Communications, Inc. (f/k/a MPX Systems, Inc.). Filed as Exhibit
            10.25 to 1997 Form S-4 and incorporated herein by reference.

                                       30

<PAGE>

Exhibit
Number                   Exhibit Description
------                   -------------------

 10.7.1     Agreement for the Provision of Fiber Optic Facilities and Services
            dated March 29, 1990 between Alabama Power Company and Southern
            Interexchange Facilities, Inc. Filed as Exhibit 10.26 to 1997 Form
            S-4 and incorporated herein by reference.

 10.7.2     Amendment to the Agreement for Provision of Fiber Optic Facilities
            and Services dated March 29, 1990 between Alabama Power Company and
            Southern Interexchange Facilities, Inc. Filed as Exhibit 10.27 to
            1997 Form S-4 and incorporated herein by reference.

 10.7.3     First Amendment to the Agreement for the Provision of Fiber Optic
            Facilities and Services dated March 22, 1991 between Alabama Power
            Company and Southern Interexchange Facilities, Inc. Filed as Exhibit
            10.28 to 1997 Form S-4 and incorporated herein by reference.

 10.7.4     Second Amendment to the Agreement for the Provision of Fiber Optic
            Facilities and Services dated December 1, 1991 between Alabama Power
            Company and Southern Interexchange Facilities, Inc. Filed as Exhibit
            10.29 to 1997 Form S-4 and incorporated herein by reference.

 10.7.5     Third Amendment to the Agreement for the Provision of Fiber Optic
            Facilities and Services dated September 23, 1992 between Alabama
            Power Company and Southern Interexchange Facilities, Inc. Filed as
            Exhibit 10.30 to 1997 Form S-4 and incorporated herein by reference.

 10.7.6     Fourth Amendment to the Agreement for the Provision of Fiber Optic
            Facilities and Services dated January 1, 1994 between Alabama Power
            Company and Southern Interexchange Facilities, Inc. Filed as Exhibit
            10.31 to 1997 Form S-4 and incorporated herein by reference.

 10.8.1     Agreement dated March 6, 1990 between Tennessee Valley Authority and
            Consolidated Communications Corporation (predecessor to DeltaCom,
            Inc.). Filed as Exhibit 10.32 to 1997 Form S-4 and incorporated
            herein by reference.

 10.8.2     Supplement Agreement; Leased Fiber Pathways, dated as of September
            26, 1997, by and between Tennessee Valley Authority and DeltaCom,
            Inc. Filed as Exhibit 10.32.1 to 1997 Form 10-K and incorporated
            herein by reference.

 10.9       Master Equipment Lease Agreement dated October 30, 1995 between AT&T
            Systems Leasing Co. and DeltaCom, Inc. Filed as Exhibit 10.36 to
            1997 Form S-4 and incorporated herein by reference.

 10.10      Agreement dated January 14, 1997 between DeltaCom, Inc. and SCANA
            Communications, Inc., for switch location in Columbia, South
            Carolina. Filed as Exhibit 10.41 to 1997 Form S-4 and incorporated
            herein by reference.

 +10.11.1   Network Products Purchase Agreement No. ITC 2000NPPA between Nortel
            Networks Inc. and Interstate FiberNet, Inc. and its subsidiary
            ITC/\DeltaCom Communications, Inc., effective as of November 8, 2000
            (the "Nortel Purchase Agreement"). Filed as Exhibit 10.18 to Annual
            Report on Form 10-K for the year ended December 31, 2000 (the "2000
            Form 10-K") and incorporated herein by reference.

 +10.11.2   Schedule D: Data and Internet Products: Ethernet Port Commitment and
            Services Payment Program to the Nortel Purchase Agreement. Filed as
            Exhibit 10.12.2 to Annual Report on Form 10-K for the year ended
            December 31, 2001 (the "2001 Form 10-K") and incorporated herein by
            reference.

                                       31

<PAGE>

Exhibit
Number                   Exhibit Description
------                   -------------------

 +10.11.3   Professional Services Attachment, Exhibit P, to the Nortel Purchase
            Agreement. Filed as Exhibit 10.8.2 to Quarterly Report on Form 10-Q
            for the quarter ended June 30, 2001 and incorporated herein by
            reference.

 +10.11.4   Product Attachment, Exhibit Q, eBusiness Solutions Products, to the
            Nortel Purchase Agreement. Filed as Exhibit 10.8.3 to Quarterly
            Report on Form 10-Q for the quarter ended June 30, 2001 and
            incorporated herein by reference.

 +10.12     Fiber Optic Facilities Agreement, dated November 15, 1996, by and
            between Interstate FiberNet and Florida Power Corporation. Filed as
            Exhibit 10.45 to 1997 Form S-4 and incorporated herein by reference.

 +10.13.1   Fiber Optic Capacity Marketing and Operating Agreement, dated March
            21, 1996, by and between Interstate FiberNet and Florida Power &
            Light Company. Filed as Exhibit 10.46 to 1997 Form S-4 and
            incorporated herein by reference.

 +10.13.2   Addendum to Fiber Optic Capacity Marketing and Operating Agreement,
            dated July 10, 1997, by and between Interstate FiberNet and Florida
            Power & Light Company. Filed as Exhibit 10.47 to 1997 Form S-4 and
            incorporated herein by reference.

 +10.14     Sprint Communications Company Facilities and Services Agreement,
            dated January 26, 1995, by and between Interstate FiberNet and
            Sprint Communications Company L.P. Filed as Exhibit 10.50 to 1997
            Form S-4 and incorporated herein by reference.

 +10.15     Fiber Optic Facility Lease Agreement, dated as of January 31, 1997,
            by and between Interstate FiberNet, Inc. and Southern Telecom 1,
            Inc. Filed as Exhibit 10.51 to 1997 Form S-4 and incorporated herein
            by reference.

 10.16      First Assignment and Assumption of Fiber Optic Facility Lease
            Agreement, dated February 1, 1997, by and between Interstate
            FiberNet, Inc. and Gulf States FiberNet. Filed as Exhibit 10.52 to
            1997 Form S-4 and incorporated herein by reference.

 +10.17.1   Telecommunications System Agreement, dated January 26, 1995, by and
            between Interstate FiberNet, Inc. and Sprint Communications Company
            L.P. Filed as Exhibit 10.53 to 1997 Form S- 4 and incorporated
            herein by reference.

 10.17.2    Amendment to Telecommunications System Agreement, dated July 25,
            1995, by and between Gulf States FiberNet and Sprint Communications
            Company L.P. Filed as Exhibit 10.54 to 1997 Form S-4 and
            incorporated herein by reference.

 +10.17.3   Amendment No. 2 to Telecommunications System Agreement, dated August
            8, 1996, by and between Gulf States FiberNet and Sprint
            Communications Company L.P. Filed as Exhibit 10.55 to 1997 Form S-4
            and incorporated herein by reference.

 +10.17.4   Assignment of the Telecommunications System Agreement, dated July
            25, 1995, between Interstate FiberNet, Inc., Gulf States FiberNet
            and Sprint Communications Company L.P. Filed as Exhibit 10.56 to
            1997 Form S-4 and incorporated herein by reference.

                                       32

<PAGE>

Exhibit
Number                   Exhibit Description
------                   -------------------

 +10.17.5   Assignment of the Telecommunications System Agreement, dated
            February 27, 1997, between Sprint Communications Company L.P., Gulf
            States FiberNet and Gulf States Transmission Systems, Inc. Filed as
            Exhibit 10.57 to 1997 Form S-4 and incorporated herein by reference.

 10.18      Fixed Fee Agreement for Exchange of Use and Maintenance of Six (6)
            Fiber Optic Fibers with an Option of Two (2) Additional Fiber Optic
            Fibers, dated July 25, 1997, by and between Interstate FiberNet,
            Inc., Gulf States Transmission Systems, Inc. and ALLTEL Telephone
            Services Corporation. Filed as Exhibit 10.58 to 1997 Form S-4 and
            incorporated herein by reference.

 10.19.1    Amended and Restated Credit Agreement (the "Credit Agreement"),
            dated as of October 29, 2002, among ITC/\DeltaCom, Inc., Interstate
            FiberNet, Inc., the subsidiary guarantors listed on the signature
            pages thereto, the banks, financial institutions and other
            institutional lenders listed on the signature pages thereto as the
            Initial Lenders, Morgan Stanley Senior Funding, Inc. ("Morgan
            Stanley"), as administrative agent for the Lender Parties (as
            defined therein), Morgan Stanley & Co. Incorporated, as collateral
            agent, Bank of America Securities LLC and Morgan Stanley, as joint
            lead arrangers and joint book runners, and Bank of America, N.A., as
            syndication agent. Filed as Exhibit 99.3 to Current Report on Form
            8-K filed on November 1, 2002 and incorporated herein by reference.

 *10.19.2   Amended and Restated Security Agreement, dated October 29, 2002,
            made by Interstate FiberNet, Inc., ITC/\DeltaCom, Inc., and the
            other Persons listed on the signature pages thereof and the
            Additional Grantors (as defined in Section 23(b) thereof) to Morgan
            Stanley & Co. Incorporated, as collateral agent for the Secured
            Parties (as defined in the Credit Agreement).

 *10.20.1   ITC/\DeltaCom, Inc. Stock Incentive Plan.

 10.20.2    Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Nonqualified Stock
            Option Agreement. Filed as Exhibit 4.2 to Form S-8 filed on November
            5, 2002 (File No. 333-101007) (the "2002 Form S-8") and incorporated
            herein by reference.

 10.20.3    Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Incentive Stock
            Option Agreement. Filed as Exhibit 4.3 to 2002 Form S-8 and
            incorporated herein by reference.

 10.20.4    Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Restricted Stock
            Agreement. Filed as Exhibit 4.4 to 2002 Form S-8 and incorporated
            herein by reference.

 10.20.5    Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Stock Unit
            Agreement. Filed as Exhibit 4.1 to 2002 Form S-8 and incorporated
            herein by reference.

 10.21      Description of ITC/\DeltaCom, Inc. Bonus Plan. Filed as Exhibit
            10.92 to 1997 Form S-1 and incorporated herein by reference.

 10.22      Form of Indemnity Agreement between ITC/\DeltaCom, Inc. and certain
            of its Directors and Officers. Filed as Exhibit 10.93 to 1997 Form
            S-1 and incorporated herein by reference.


 10.23.1    Sale and Purchase Agreement, dated as of March 11, 1997, by and
            between SCANA Corporation and ITC Holding Company, Inc. Filed as
            Exhibit 10.94 to 1997 Form S-1 and incorporated herein by reference.

                                       33

<PAGE>

Exhibit
Number                   Exhibit Description
------                   -------------------

 10.23.2    First Amendment to Sale and Purchase Agreement. Among SCANA
            Corporation, SCANA Communications, Inc., and ITC Holding Company,
            Inc., dated as of October 16, 1997, among SCANA Corporation, SCANA
            Communications, Inc., ITC Holding Company, Inc. and ITC/\DeltaCom,
            Filed as Exhibit 10.95 to 1997 Form S-1 filed and incorporated
            herein by reference.

 10.24.1    Master Lease Agreement, dated as of December 29, 2000, between NTFC
            Capital Corporation, as Lessor, and ITC/\DeltaCom Communications,
            Inc. and Interstate FiberNet, Inc., as Lessees (the "Master Lease
            Agreement"). Filed as Exhibit 10.47.1 to 2000 Form 10-K and
            incorporated herein by reference.

 10.24.2    Form of Equipment Schedule to the Master Lease Agreement. Filed as
            Exhibit 10.47.2 to 2000 Form 10-K and incorporated herein by
            reference.

 10.24.3    Guaranty, dated as of December 29, 2000, between Interstate
            FiberNet, Inc. and NTFC Capital Corporation. Filed as Exhibit
            10.47.3 to 2000 Form 10-K and incorporated herein by reference.

 10.24.4    Amendment No. 1, dated as of June 18, 2001, to the Financial
            Covenants and Reporting Requirements Annex to the Master Lease
            Agreement. Filed as Exhibit 10.6 to Quarterly Report on Form 10-Q
            for the quarter ended June 30, 2001 and incorporated herein by
            reference.

 10.24.5    Amendment No. 2, dated as of June 18, 2001, to the Financial
            Covenants and Reporting Requirements Annex to the Master Lease
            Agreement. Filed as Exhibit 10.37.5 to 2001 Form 10-K and
            incorporated herein by reference.

 10.24.6    Amendment to the Schedules and the Leases, dated as of October 29,
            2002, among Interstate FiberNet, Inc., as a lessee, ITC/\DeltaCom
            Communications, Inc., as a lessee, and NFTC Capital Corporation and
            General Electric Capital Corporation, as lessors. Filed as Exhibit
            99.4 to Current Report on Form 8-K filed on November 1, 2002 and
            incorporated herein by reference.

 10.25      Interconnection Agreement, dated February 9, 2001, by and between
            BellSouth Telecommunications, Inc. and ITC/\DeltaCom Communications,
            Inc. d/b/a/ ITC/\DeltaCom. Filed as Exhibit 10.48 to 2000 Form 10-K
            and incorporated herein by reference.

 10.26.1    Interconnection Agreement, dated as of June 5, 2000, by and between
            BellSouth Telecommunications, Inc. and ITC/\DeltaCom Communications,
            Inc. d/b/a/ ITC/\DeltaCom. Filed as Exhibit 10.49.1 to 2000 Form
            10-K and incorporated herein by reference.

 10.26.2    First Amendment to the Interconnection Agreement by and between
            BellSouth Telecommunications, Inc. and ITC/\DeltaCom Communications,
            Inc., dated as of August 21, 2000, between ITC/\DeltaCom
            Communications, Inc. and BellSouth Telecommunications, Inc. Filed as
            Exhibit 10.49.2 to 2000 Form 10-K and incorporated herein by
            reference.

 10.26.3    Amendment to the Interconnection Agreement by and between BellSouth
            Telecommunications, Inc. and ITC/\DeltaCom Communications, Inc.,
            dated as of February 14, 2001, by and between ITC/\DeltaCom
            Communications, Inc. and BellSouth Telecommunications, Inc. Filed as
            Exhibit 10.49.3 to 2000 Form 10-K and incorporated herein by
            reference.

 10.27      Interconnection Agreement, effective as of July 1, 1999, by and
            between ITC/\DeltaCom Communications, Inc. and BellSouth
            Telecommunications, Inc. Filed as Exhibit 10.50 to 2000 Form 10-K
            and incorporated herein by reference.

                                       34

<PAGE>

Exhibit
Number                   Exhibit Description
------                   -------------------

   10.28.1  Master Lease Agreement, dated as of December 31, 2001, between
            General Electric Capital Corporation, as Lessor, and ITC/\DeltaCom
            Communications, Inc., as Lessee (the "GECC Master Lease Agreement").
            Filed as Exhibit 10.42.1 to 2001 Form 10-K and incorporated herein
            by reference.

   10.28.2  Form of Equipment Schedule to the GECC Master Lease Agreement. Filed
            as Exhibit 10.42.2 to 2001 Form 10-K and incorporated herein by
            reference.

  *10.29.1  Purchase Agreement, dated as of August 22, 2002, as amended, among
            ITC/\DeltaCom, Inc. the several Purchasers named therein and ITC
            Holding Company, Inc.

  *10.29.2  Purchase Agreement, dated as of August 22, 2002, as amended, between
            ITC/\DeltaCom, Inc. and SCANA Corporation.

  *10.29.3  Registration Rights Agreement, dated as of October 29, 2002, among
            ITC/\DeltaCom, Inc. and the other Holders from time to time
            thereunder.

  *10.30.1  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Larry F. Williams.

  *10.30.2  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Andrew M. Walker.

  *10.30.3  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Douglas A. Shumate.

  *10.30.4  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and J. Thomas Mullis.

  *10.30.5  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Steven D. Moses.

  *10.30.6  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Roger F. Woodward.

  *10.30.7  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Thomas P. Schroeder.

  *21.1     Subsidiaries of ITC/\DeltaCom, Inc.

*++23.1     Consent of BDO Seidman, LLP.

 **31.1     Certifications pursuant to Rule 13a-14(a) under the Securities
            Exchange Act of 1934.

  *99.1     Written Statement of Chief Executive Officer and Chief Financial
            Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            (18 U.S.C. Section 1350).

-----------------
*    Previously filed.

**   Filed herewith.

+    Confidential treatment has been granted for this exhibit. The copy filed as
     an exhibit omits the information subject to the confidential treatment
     request.

++   The Registrant's consolidated balance sheet as of December 31, 2001 and
     the related consolidated statements of operations, stockholders' equity and
     cash flows for each of the two years ended December 31, 2001 included in
     this report have been audited by Arthur Andersen, as stated in their report
     dated February 15, 2002. After reasonable efforts, the Registrant has been
     unable to obtain Arthur Andersen's consent to the incorporation by
     reference into its registration statement on Form S-8 (No. 333-101007) of
     Arthur Andersen's report with respect to these financial statements. Under
     these circumstances, Rule 437a under the Securities Act permits the
     Registrant to file such registration statement without a written consent
     from Arthur Andersen. The absence of such consent may limit recovery by
     investors on certain claims. In particular, and without limitation,
     investors will not be able to assert claims against Arthur Andersen under
     Section 11 of the Securities Act for any untrue statements of material fact
     contained, or any omissions to state a material fact required to be stated,
     in those audited financial statements. In addition, the ability of Arthur
     Andersen to satisfy any claims (including claims arising from Arthur
     Andersen's provision of auditing and other services to the Registrant) may
     be limited as a practical matter due to recent events involving Arthur
     Andersen.

                                       35

<PAGE>

     (b) Reports on Form 8-K.

         ITC/\DeltaCom filed the following Current Reports of Form 8-K during
the fourth quarter of 2002.

         Filing Date of Report      Item Reported
         ---------------------      -------------

         November 1, 2002           Item 3 (confirmation and effectiveness of
                                    plan of reorganization).

         November 6, 2002           Item 9 (transfer of common stock listing to
                                    OTC Bulletin Board)

                                       36

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, as of the 19th day of
November, 2003.

                                  ITC/\DELTACOM, INC.

                                  By:            /s/ DOUGLAS A. SHUMATE
                                      ------------------------------------------
                                                   Douglas A. Shumate
                                                Senior Vice President and
                                                 Chief Financial Officer
                                                (Duly Authorized Officer)

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                 Exhibit Description
------                 -------------------

 2.1     ITC/\DeltaCom, Inc. Plan of Reorganization Under Chapter 11 of the
         Bankruptcy Code, As Further Revised, dated October 15, 2002.  Filed as
         part of Exhibit 1 to Amendment No. 2 to Registration Statement on
         Form 8-A of ITC/\DeltaCom, Inc., dated October 29, 2002 (the "Form
         8-A"), and incorporated herein by reference.

 3.1     Restated Certificate of Incorporation of ITC/\DeltaCom, Inc. (including
         the Certificate of Designation of the Powers, Preferences and Relative,
         Participating and Other Special Rights of 8% Series A Convertible
         Redeemable Preferred Stock and Qualifications, Limitations or
         Restrictions Thereof). Filed as Exhibit 2 to Form 8-A and incorporated
         herein by reference.

 3.2     Amended and Restated Bylaws of ITC/\DeltaCom, Inc. Filed as Exhibit 3
         to Form 8-A and incorporated herein by reference.

 4.1     Specimen representing the Common Stock of ITC/\DeltaCom, Inc. Filed as
         Exhibit 4 to Form 8-A and incorporated herein by reference.

 *4.2    Specimen representing the 8% Series A Convertible Redeemable
         Preferred Stock, par value $0.01 per share, of ITC/\DeltaCom, Inc.

 *4.3    Warrant Agreement, dated as of October 29, 2002, between ITC/\DeltaCom,
         Inc. and Mellon Investors Services LLC, as Warrant Agent.

 10.1    Capacity Agreement dated as of February 1, 1997 between Interstate
         FiberNet, Inc. and Entergy Technology Company. Filed as Exhibit 10.1 to
         Registration Statement on Form S-4, as amended (File No. 333-31361)
         (the "1997 Form S-4"), and incorporated herein by reference.

 10.2    License Agreement dated February 1, 1997 between Interstate FiberNet,
         Inc. and Metropolitan Atlanta Rapid Transit Authority. Filed as
         Exhibit 10.2 to 1997 Form S-4 and incorporated herein by reference.

 10.3    Term Agreement dated as of August 11, 1994 between Gulf States
         FiberNet and Illinois Central Railroad Company. Filed as Exhibit
         10.14 to 1997 Form S-4 and incorporated herein by reference.

 10.4.1  Revised and Restated Fiber Optic Facilities and Services Agreement
         dated as of June 9, 1995 among Southern Development and Investment
         Group, Inc., on behalf of itself and as agent for Alabama Power
         Company, Georgia Power Company, Gulf Power Company, Mississippi
         Power Company, Savannah Electric and Power Company, Southern
         Electric Generating Company and Southern Company Services, Inc. and
         MPX Systems, Inc., which was assigned in part by MPX Systems, Inc.
         to Gulf States FiberNet pursuant to an Assignment dated as of July
         25, 1995. Filed as Exhibit 10.15 to 1997 Form S-4 and incorporated
         herein by reference.

<PAGE>

Exhibit
Number                   Exhibit Description
------                   -------------------

  10.4.2    Release, Waiver, and Assumption Agreement, dated as of December 31,
            1997, between Southern Development Investment Group, Inc., on behalf
            of itself and as agent for Alabama Power Company, Georgia Power
            Company, Gulf Power Company, Mississippi Power Company, Savannah
            Electric and Power Company, Southern Electric Generating Company and
            Southern Company Services, Inc. and Interstate FiberNet, Inc. and
            Gulf States Transmission Systems, Inc. Filed as Exhibit 10.15.1 to
            Annual Report on Form 10-K for the year ended December 31, 1997 (the
            "1997 Form 10-K") and incorporated herein by reference.

  10.4.3    Amendment to the Revised and Restated Fiber Optic Facilities and
            Services Agreement, dated as of January 1, 1998, by and among
            Southern Company Energy Solutions, Inc. (f/k/a Southern Development
            Group, Inc.), on behalf of itself and as agent for Alabama Power
            Company, Georgia Power Company, Gulf Power Company, Mississippi
            Power Company, Savannah Electric and Power Company, Southern
            Electric Generating Company and Southern Company Services, Inc. and
            Interstate FiberNet, Inc. Filed as Exhibit 10.15.2 to Quarterly
            Report on Form 10-Q for the quarter ended September 30, 1998 and
            incorporated herein by reference.

  10.4.4    First Amendment to Revised and Restated Fiber Optic Facilities and
            Services Agreement dated as of July 24, 1995 between Southern
            Development and Investment Group, Inc. on behalf of itself and as
            agent for others and MPX Systems, Inc. Filed as Exhibit 10.16 to
            1997 Form S-4 and incorporated herein by reference.

  10.4.5    Partial Assignment and Assumption of Revised and Restated Fiber
            Optic Facilities and Services Agreement dated July 25, 1995 between
            MPX Systems, Inc. and Gulf States FiberNet. Filed as Exhibit 10.17
            to 1997 Form S-4 and incorporated herein by reference.

 +10.4.6    Amendment to Revised and Restated Fiber Optic Facilities and
            Services Agreement, dated July 15, 1997, by and among Southern
            Development and Investment Group, Inc., on behalf of itself and its
            agent for Alabama Power Company, Georgia Power Company, Gulf Power
            Company, Mississippi Power Company, Savannah Electric and Power
            Company, Southern Electric Generating Company and Southern Company
            Services, Inc. (collectively "SES"), ITC Transmission Systems, Inc.
            (as managing partner of Interstate Fibernet) and Gulf States
            Transmission Systems, Inc. Filed as Exhibit 10.17.1 to 1997 Form S-4
            and incorporated herein by reference.

  10.4.7    Consent for Assignment of Interest dated February 20, 1997 among
            SCANA Communications, Inc., Gulf States FiberNet, Gulf States
            Transmission Systems, Inc. and Southern Development and Investment
            Groups, Inc. Filed as Exhibit 10.18 to 1997 Form S-4 and
            incorporated herein by reference.

  10.4.8    Second Partial Assignment and Assumption of Revised and Restated
            Fiber Optic Facilities and Services Agreement dated March 27, 1997
            between SCANA Communications, Inc. and ITC Holding Company, Inc.
            Filed as Exhibit 10.19 to 1997 Form S-4 and incorporated herein by
            reference.

 +10.4.9    Amendment, effective as of August 1, 2000, between Southern Telecom,
            Inc., on behalf of itself and as agent for the other parties
            specified therein, and Interstate FiberNet, Inc. to the Revised and
            Restated Fiber Optics Facilities and Services Agreement made as of
            June 9, 1995. Filed as Exhibit 10.1 to Quarterly Report on Form 10-Q
            for the quarter ended September 30, 2000 and incorporated herein by
            reference.

  10.5.1    Fiber System Lease Agreement dated January 30, 1996 between CSW
            Communications, Inc. and Gulf States FiberNet. Filed as Exhibit
            10.20 to 1997 Form S-4 and incorporated herein by reference.

<PAGE>

Exhibit
 Number              Exhibit Description
 ------              -------------------

 10.5.2    Consent for Acquisition and Assignment dated January 13, 1997 between
           CSW Communications, Inc. and Gulf States FiberNet. Filed as Exhibit
           10.21 to 1997 Form S-4 and incorporated herein by reference.

 10.6      Network Operating Agreement dated March 25, 1996 among Gulf States
           FiberNet, TriNet, Inc., Hart Communications, Inc. and SCANA
           Communications, Inc. (f/k/a MPX Systems, Inc.). Filed as Exhibit
           10.25 to 1997 Form S-4 and incorporated herein by reference.

 10.7.1    Agreement for the Provision of Fiber Optic Facilities and Services
           dated March 29, 1990 between Alabama Power Company and Southern
           Interexchange Facilities, Inc. Filed as Exhibit 10.26 to 1997 Form
           S-4 and incorporated herein by reference.

 10.7.2    Amendment to the Agreement for Provision of Fiber Optic Facilities
           and Services dated March 29, 1990 between Alabama Power Company and
           Southern Interexchange Facilities, Inc. Filed as Exhibit 10.27 to
           1997 Form S-4 and incorporated herein by reference.

 10.7.3    First Amendment to the Agreement for the Provision of Fiber Optic
           Facilities and Services dated March 22, 1991 between Alabama Power
           Company and Southern Interexchange Facilities, Inc. Filed as Exhibit
           10.28 to 1997 Form S-4 and incorporated herein by reference.

 10.7.4    Second Amendment to the Agreement for the Provision of Fiber Optic
           Facilities and Services dated December 1, 1991 between Alabama Power
           Company and Southern Interexchange Facilities, Inc. Filed as Exhibit
           10.29 to 1997 Form S-4 and incorporated herein by reference.

 10.7.5    Third Amendment to the Agreement for the Provision of Fiber Optic
           Facilities and Services dated September 23, 1992 between Alabama
           Power Company and Southern Interexchange Facilities, Inc. Filed as
           Exhibit 10.30 to 1997 Form S-4 and incorporated herein by reference.

 10.7.6    Fourth Amendment to the Agreement for the Provision of Fiber Optic
           Facilities and Services dated January 1, 1994 between Alabama Power
           Company and Southern Interexchange Facilities, Inc. Filed as Exhibit
           10.31 to 1997 Form S-4 and incorporated herein by reference.

 10.8.1    Agreement dated March 6, 1990 between Tennessee Valley Authority and
           Consolidated Communications Corporation (predecessor to DeltaCom,
           Inc.). Filed as Exhibit 10.32 to 1997 Form S-4 and incorporated
           herein by reference.

 10.8.2    Supplement Agreement; Leased Fiber Pathways, dated as of September
           26, 1997, by and between Tennessee Valley Authority and DeltaCom,
           Inc. Filed as Exhibit 10.32.1 to 1997 Form 10-K and incorporated
           herein by reference.

 10.9      Master Equipment Lease Agreement dated October 30, 1995 between AT&T
           Systems Leasing Co. and DeltaCom, Inc. Filed as Exhibit 10.36 to
           1997 Form S-4 and incorporated herein by reference.

 10.10     Agreement dated January 14, 1997 between DeltaCom, Inc. and SCANA
           Communications, Inc., for switch location in Columbia, South
           Carolina. Filed as Exhibit 10.41 to 1997 Form S-4 and incorporated
           herein by reference.

<PAGE>

Exhibit
 Number              Exhibit Description
 ------              -------------------

 +10.11.1   Network Products Purchase Agreement No. ITC 2000NPPA between Nortel
            Networks Inc. and Interstate FiberNet, Inc. and its subsidiary ITC/\
            DeltaCom Communications, Inc., effective as of November 8, 2000 (the
            "Nortel Purchase Agreement"). Filed as Exhibit 10.18 to Annual
            Report on Form 10-K for the year ended December 31, 2000 (the "2000
            Form 10-K") and incorporated herein by reference.

 +10.11.2   Schedule D: Data and Internet Products: Ethernet Port Commitment and
            Services Payment Program to the Nortel Purchase Agreement.  Filed as
            Exhibit 10.12.2 to Annual Report on Form 10-K for the year ended
            December 31, 2001 (the "2001 Form 10-K") and incorporated herein by
            reference.

 +10.11.3   Professional Services Attachment, Exhibit P, to the Nortel Purchase
            Agreement. Filed as Exhibit 10.8.2 to Quarterly Report on Form 10-Q
            for the quarter ended June 30, 2001 and incorporated herein by
            reference.

 +10.11.4   Product Attachment, Exhibit Q, eBusiness Solutions Products, to the
            Nortel Purchase Agreement. Filed as Exhibit 10.8.3 to Quarterly
            Report on Form 10-Q for the quarter ended June 30, 2001 and
            incorporated herein by reference.

 +10.12     Fiber Optic Facilities Agreement, dated November 15, 1996, by and
            between Interstate FiberNet and Florida Power Corporation. Filed as
            Exhibit 10.45 to 1997 Form S-4 and incorporated herein by reference.

 +10.13.1   Fiber Optic Capacity Marketing and Operating Agreement, dated March
            21, 1996, by and between Interstate FiberNet and Florida Power &
            Light Company. Filed as Exhibit 10.46 to 1997 Form S-4 and
            incorporated herein by reference.

 +10.13.2   Addendum to Fiber Optic Capacity Marketing and Operating Agreement,
            dated July 10, 1997, by and between Interstate FiberNet and Florida
            Power & Light Company. Filed as Exhibit 10.47 to 1997 Form S-4 and
            incorporated herein by reference.

 +10.14     Sprint Communications Company Facilities and Services Agreement,
            dated January 26, 1995, by and between Interstate FiberNet and
            Sprint Communications Company L.P. Filed as Exhibit 10.50 to 1997
            Form S-4 and incorporated herein by reference.

 +10.15     Fiber Optic Facility Lease Agreement, dated as of January 31, 1997,
            by and between Interstate FiberNet, Inc. and Southern Telecom 1,
            Inc. Filed as Exhibit 10.51 to 1997 Form S-4 and incorporated herein
            by reference.

  10.16     First Assignment and Assumption of Fiber Optic Facility Lease
            Agreement, dated February 1, 1997, by and between Interstate
            FiberNet, Inc. and Gulf States FiberNet. Filed as Exhibit 10.52 to
            1997 Form S-4 and incorporated herein by reference.

 +10.17.1   Telecommunications System Agreement, dated January 26, 1995, by and
            between Interstate FiberNet, Inc. and Sprint Communications Company
            L.P. Filed as Exhibit 10.53 to 1997 Form S- 4 and incorporated
            herein by reference.

 10.17.2    Amendment to Telecommunications System Agreement, dated July 25,
            1995, by and between Gulf States FiberNet and Sprint Communications
            Company L.P. Filed as Exhibit 10.54 to 1997 Form S-4 and
            incorporated herein by reference.

<PAGE>

Exhibit
 Number                  Exhibit Description
 ------                  -------------------

+10.17.3    Amendment No. 2 to Telecommunications System Agreement, dated August
            8, 1996, by and between Gulf States FiberNet and Sprint
            Communications Company L.P. Filed as Exhibit 10.55 to 1997 Form S-4
            and incorporated herein by reference.

+10.17.4    Assignment of the Telecommunications System Agreement, dated July
            25, 1995, between Interstate FiberNet, Inc., Gulf States FiberNet
            and Sprint Communications Company L.P. Filed as Exhibit 10.56 to
            1997 Form S-4 and incorporated herein by reference.

+10.17.5    Assignment of the Telecommunications System Agreement, dated
            February 27, 1997, between Sprint Communications Company L.P., Gulf
            States FiberNet and Gulf States Transmission Systems, Inc. Filed as
            Exhibit 10.57 to 1997 Form S-4 and incorporated herein by reference.

 10.18      Fixed Fee Agreement for Exchange of Use and Maintenance of Six (6)
            Fiber Optic Fibers with an Option of Two (2) Additional Fiber Optic
            Fibers, dated July 25, 1997, by and between Interstate FiberNet,
            Inc., Gulf States Transmission Systems, Inc. and ALLTEL Telephone
            Services Corporation. Filed as Exhibit 10.58 to 1997 Form S-4 and
            incorporated herein by reference.

 10.19.1    Amended and Restated Credit Agreement (the "Credit Agreement"),
            dated as of October 29, 2002, among ITC/\DeltaCom, Inc., Interstate
            FiberNet, Inc., the subsidiary guarantors listed on the signature
            pages thereto, the banks, financial institutions and other
            institutional lenders listed on the signature pages thereto as the
            Initial Lenders, Morgan Stanley Senior Funding, Inc. ("Morgan
            Stanley"), as administrative agent for the Lender Parties (as
            defined therein), Morgan Stanley & Co. Incorporated, as collateral
            agent, Bank of America Securities LLC and Morgan Stanley, as joint
            lead arrangers and joint book runners, and Bank of America, N.A., as
            syndication agent. Filed as Exhibit, 99.3 to Current Report on Form
            8-K filed on November 1, 2002 and incorporated herein by reference.

 *10.19.2   Amended and Restated Security Agreement, dated October 29, 2002,
            made by Interstate FiberNet, Inc., ITC/\DeltaCom, Inc., and the
            other Persons listed on the signature pages thereof and the
            Additional Grantors (as defined in Section 23(b) thereof) to Morgan
            Stanley & Co. Incorporated, as collateral agent for the Secured
            Parties (as defined in the Credit Agreement).

 *10.20.1   ITC/\DeltaCom, Inc. Stock Incentive Plan.

  10.20.2   Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Nonqualified Stock
            Option Agreement. Filed as Exhibit 4.2 to Form S-8 filed on November
            5, 2002 (File No. 333-101007) (the "2002 Form S-8") and incorporated
            herein by reference.

  10.20.3   Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Incentive Stock
            Option Agreement. Filed as Exhibit 4.3 to 2002 From S-8 and
            incorporated herein by reference.

  10.20.4   Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Restricted Stock
            Agreement. Filed as Exhibit 4.4 to 2002 Form S-8 and incorporated
            herein by reference.

  10.20.5   Form of ITC/\DeltaCom, Inc. Stock Incentive Plan Stock Unit
            Agreement. Filed as Exhibit 4.1 to 2002 Form S-8 and incorporated
            herein by reference.

  10.21     Description of ITC/\DeltaCom, Inc. Bonus Plan. Filed as Exhibit
            10.92 to 1997 Form S-1 and incorporated herein by reference.

<PAGE>

Exhibit
Number                Exhibit Description
------                -------------------

 10.22      Form of Indemnity Agreement between ITC/\DeltaCom, Inc. and certain
            of its Directors and Officers. Filed as Exhibit 10.93 to 1997 Form
            S-1 and incorporated herein by reference.

 10.23.1    Sale and Purchase Agreement, dated as of March 11, 1997, by and
            between SCANA Corporation and ITC Holding Company, Inc. Filed as
            Exhibit 10.94 to 1997 Form S-1 and incorporated herein by reference.

 10.23.2    First Amendment to Sale and Purchase Agreement. Among SCANA
            Corporation, SCANA Communications, Inc., and ITC Holding Company,
            Inc., dated as of October 16, 1997, among SCANA Corporation, SCANA
            Communications, Inc., ITC Holding Company, Inc. and ITC/\DeltaCom,
            Filed as Exhibit 10.95 to 1997 Form S-1 filed and incorporated
            herein by reference.

 10.24.1    Master Lease Agreement, dated as of December 29, 2000, between NTFC
            Capital Corporation, as Lessor, and ITC/\DeltaCom Communications,
            Inc. and Interstate FiberNet, Inc., as Lessees (the "Master Lease
            Agreement"). Filed as Exhibit 10.47.1 to 2000 Form 10-K and
            incorporated herein by reference.

 10.24.2    Form of Equipment Schedule to the Master Lease Agreement. Filed as
            Exhibit 10.47.2 to 2000 Form 10-K and incorporated herein by
            reference.

 10.24.3    Guaranty, dated as of December 29, 2000, between Interstate
            FiberNet, Inc. and NTFC CapitalCorporation. Filed as Exhibit 10.47.3
            to 2000 Form 10-K and incorporated herein by reference.

 10.24.4    Amendment No. 1, dated as of June 18, 2001, to the Financial
            Covenants and Reporting Requirements Annex to the Master Lease
            Agreement. Filed as Exhibit 10.6 to Quarterly Report on Form 10-Q
            for the quarter ended June 30, 2001 and incorporated herein by
            reference.

 10.24.5    Amendment No. 2, dated as of June 18, 2001, to the Financial
            Covenants and Reporting Requirements Annex to the Master Lease
            Agreement. Filed as Exhibit 10.37.5 to 2001 Form 10-K and
            incorporated herein by reference.

 10.24.6    Amendment to the Schedules and the Leases, dated as of October 29,
            2002, among Interstate FiberNet, Inc., as a lessee, ITC/\DeltaCom
            Communications, Inc., as a lessee, and NFTC Capital Corporation and
            General Electric Capital Corporation, as lessors. Filed as Exhibit
            99.4 to Current Report on Form 8-K filed on November 1, 2002 and
            incorporated herein by reference.

 10.25      Interconnection Agreement, dated February 9, 2001, by and between
            BellSouth Telecommunications, Inc. and ITC/\DeltaCom Communications,
            Inc. d/b/a/ ITC/\DeltaCom. Filed as Exhibit 10.48 to 2000 Form 10-K
            and incorporated herein by reference.

 10.26.1    Interconnection Agreement, dated as of June 5, 2000, by and between
            BellSouth Telecommunications, Inc. and ITC/\DeltaCom Communications,
            Inc. d/b/a/ ITC/\DeltaCom. Filed as Exhibit 10.49.1 to 2000 Form
            10-K and incorporated herein by reference.

 10.26.2    First Amendment to the Interconnection Agreement by and between
            BellSouth Telecommunications, Inc. and TC/\DeltaCom Communications,
            Inc., dated as of August 21, 2000, between ITC/\DeltaCom
            Communications, Inc. and BellSouth Telecommunications, Inc. Filed as
            Exhibit 10.49.2 to 2000 Form 10-K and incorporated herein by
            reference.

<PAGE>

Exhibit
Number                Exhibit Description
------                -------------------

   10.26.3  Amendment to the Interconnection Agreement by and between BellSouth
            Telecommunications, Inc. and ITC/\DeltaCom Communications, Inc.,
            dated as of February 14, 2001, by and between ITC/\DeltaCom
            Communications, Inc. and BellSouth Telecommunications, Inc. Filed as
            Exhibit 10.49.3 to 2000 Form 10-K and incorporated herein by
            reference.

   10.27    Interconnection Agreement, effective as of July 1, 1999, by and
            between ITC/\DeltaCom Communications, Inc. and BellSouth
            Telecommunications, Inc. Filed as Exhibit 10.50 to 2000 Form 10-K
            and incorporated herein by reference.

   10.28.1  Master Lease Agreement, dated as of December 31, 2001, between
            General Electric Capital Corporation, as Lessor, and ITC/\DeltaCom
            Communications, Inc., as Lessee (the "GECC Master Lease Agreement").
            Filed as Exhibit 10.42.1 to 2001 Form 10-K and incorporated herein
            by reference.

   10.28.2  Form of Equipment Schedule to the GECC Master Lease Agreement. Filed
            as Exhibit 10.42.2 to 2001 Form 10-K and incorporated herein by
            reference.

  *10.29.1  Purchase Agreement, dated as of August 22, 2002, as amended, among
            ITC/\DeltaCom, Inc. the several Purchasers named therein and ITC
            Holding Company, Inc.

  *10.29.2  Purchase Agreement, dated as of August 22, 2002, as amended, between
            ITC/\DeltaCom, Inc. and SCANA Corporation.

  *10.29.3  Registration Rights Agreement, dated as of October 29, 2002, among
            ITC/\DeltaCom, Inc. and the other Holders from time to time
            thereunder.

  *10.30.1  Executive Employment and Retention Agreement, dated as of October
            29,2002, between ITC/\DeltaCom, Inc. and Larry F. Williams.

  *10.30.2  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Andrew M. Walker.

  *10.30.3  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Douglas A. Shumate.

  *10.30.4  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and J. Thomas Mullis.

  *10.30.5  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Steven D. Moses.

  *10.30.6  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Roger F. Woodward.

  *10.30.7  Executive Employment and Retention Agreement, dated as of October
            29, 2002, between ITC/\DeltaCom, Inc. and Thomas P. Schroeder.

  *21.1     Subsidiaries of ITC/\DeltaCom, Inc.

*++23.1     Consent of BDO Seidman, LLP.

 **31.1     Certifications pursuant to Rule 13a-14(a) under the Securities
            Exchange Act of 1934.

<PAGE>

 Exhibit
 Number                Exhibit Description
 ------                -------------------

*99.1       Written Statement of Chief Executive Officer and Chief Financial
            Officer Pursuant to Section 906 of he Sarbanes-Oxley Act of 2002
            (18 U.S.C. Section 1350).

----------------
*    Previously filed.

**   Filed herewith.

+    Confidential treatment has been granted for this exhibit. The copy filed
     as an exhibit omits the information subject to the confidential treatment
     request.

++   The Registrant's consolidated balance sheet as of December 31, 2001 and
     the related consolidated statements of operations, stockholders' equity and
     cash flows for each of the two years ended December 31, 2001 included in
     this report have been audited by Arthur Andersen, as stated in their report
     dated February 15, 2002. After reasonable efforts, the Registrant has been
     unable to obtain Arthur Andersen's consent to the incorporation by
     reference into its registration statement on Form S-8 (No. 333-101007) of
     Arthur Andersen's report with respect to these financial statements. Under
     these circumstances, Rule 437a under the Securities Act permits the
     Registrant to file such registration statement without a written consent
     from Arthur Andersen. The absence of such consent may limit recovery by
     investors on certain claims. In particular, and without limitation,
     investors will not be able to assert claims against Arthur Andersen under
     Section 11 of the Securities Act for any untrue statements of material fact
     contained, or any omissions to state a material fact required to be stated,
     in those audited financial statements. In addition, the ability of Arthur
     Andersen to satisfy any claims (including claims arising from Arthur
     Andersen's provision of auditing and other services to the Registrant) may
     be limited as a practical matter due to recent events involving Arthur
     Andersen.