<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                        COMMISSION FILE NUMBER: 333-43339

                             KNOLOGY BROADBAND, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                58-2203141
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                Identification No.)

         KNOLOGY BROADBAND, INC.
         1241 O.G. SKINNER DRIVE
           WEST POINT, GEORGIA                             31833
 (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (706) 645-8553

      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 |_|

      As of June 30, 2002, there were 100 shares of the registrant's Common
Stock outstanding.

      The registrant meets the conditions set forth in General Instructions
H(1)(a) and (b) of Form 10-Q and is filing this Form with the reduced disclosure
format.

*The registrant does not have any class of equity registered under the
Securities Exchange Act of 1934 and files periodic reports with the Securities
and Exchange Commission pursuant to contractual obligations with third parties.

<PAGE>


                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES
                           QUARTER ENDED JUNE 30, 2002
                                      INDEX

                                                                           PAGE

PART I       FINANCIAL INFORMATION

   ITEM 1    FINANCIAL STATEMENTS ......................................... 2
             Condensed Consolidated Balance Sheets ........................ 2
             Condensed Consolidated Statements of Operations .............. 3
             Condensed Consolidated Statement of Cash Flows ............... 4
             Notes to Condensed Consolidated Financial Statements ......... 5
   ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS .......................... 9
   ITEM 3    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK ...16

PART II      OTHER INFORMATION

   ITEM 1    LEGAL PROCEEDINGS. ...........................................17
   ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS ....................17
   ITEM 3    DEFAULTS UPON SENIOR SECURITIES ..............................17
   ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. .........17
   ITEM 5    OTHER INFORMATION ............................................17
   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K .............................18


<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                  JUNE 30, 2002
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                        June 30,    December 31,
                                                          2002          2001
                                                       ----------   ------------
<S>                                                    <C>          <C>
                              ASSETS
CURRENT ASSETS:
      Cash                                             $    1,553   $     4,525
      Accounts receivable, net                             10,618         9,694
      Affiliate receivable                                  1,614           113
      Prepaid expenses and other                            2,520           816
                                                       -----------  ------------
         Total current assets                              16,305        15,148

PROPERTY AND EQUIPMENT, net                               334,266       353,000

INVESTMENTS                                                 5,080         5,125

INTANGIBLE AND OTHER ASSETS, net                           13,747        15,758
                                                       -----------  ------------

         Total assets                                  $  369,398   $   389,031
                                                       ===========  ============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Current portion of notes payable                 $   15,465        15,465
      Accounts payable                                     15,486        12,912
      Accounts payable - affiliate                              0           248
      Accrued liabilities                                   7,821         8,519
      Unearned revenue                                      5,892         4,969
                                                       -----------  ------------
         Total current liabilities                         44,664        42,113
                                                       -----------  ------------
NONCURRENT LIABILITIES:
      Notes payable - affiliate                            23,024        10,000
      Senior discount notes, net of discount              426,733       402,667
                                                       -----------  ------------
         Total noncurrent liabilities                     449,757       412,667
                                                       -----------  ------------
         Total liabilities                                494,421       454,780
                                                       -----------  ------------
STOCKHOLDERS' DEFICIT:
  Common stock                                                  0             0
  Additional paid-in capital                              271,811       271,811
  Accumulated deficit                                    (396,834)  $  (337,560)
                                                       -----------  ------------
         Total stockholders' deficit                     (125,023)      (65,749)
                                                       -----------  ------------

         Total liabilities and stockholders' deficit   $  369,398   $   389,031
                                                       ===========  ============
</TABLE>

         The accompanying notes are an integral part of these condensed
                          consolidated balance sheets.

                                       2

<PAGE>


                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                  Three Months Ended       Six Months Ended
                                                                                        June 30,              June 30,
                                                                                ----------------------   --------------------
                                                                                  2002          2001        2002       2001
                                                                                --------      --------   --------    --------
<S>                                                                             <C>           <C>        <C>         <C>
OPERATING REVENUES:                                                             $ 27,833      $ 19,587   $ 53,137    $ 37,226
                                                                                --------      --------   --------    --------

OPERATING EXPENSES:
    Costs and expenses, excluding depreciation and amortization                   25,569        22,097     49,495      43,109
    Depreciation and amortization                                                 18,571        17,138     35,652      33,217
                                                                                --------      --------   --------    --------
       Total operating expenses                                                   44,140        39,235     85,147      76,326
                                                                                --------      --------   --------    --------

OPERATING INCOME (LOSS)                                                          (16,307)      (19,648)   (32,010)    (39,100)

OTHER INCOME (EXPENSE):
    Interest income                                                                    3            19          5          45
    Interest expense                                                             (12,966)      (10,940)   (25,355)    (21,241)
    Other expense, net                                                               (43)         (117)      (620)       (526)
                                                                                --------      --------   --------    --------
       Total other expense                                                       (13,006)      (11,038)   (25,970)    (21,722)
                                                                                --------      --------   --------    --------

LOSS BEFORE INCOME TAXES AND CUMULATIVE
    EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                                     (29,313)      (30,686)   (57,980)    (60,822)
INCOME TAX PROVISION                                                                   0             0          0           0
                                                                                --------      --------   --------    --------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE
    IN ACCOUNTING PRINCIPLE                                                      (29,313)      (30,686)   (57,980)    (60,822)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
    PRINCIPLE (Note 2)                                                                 0             0     (1,294)          0
                                                                                --------      --------   --------    --------
NET LOSS                                                                        $(29,313)     $(30,686)  $(59,274)   $(60,822)
                                                                                ========      ========   ========    ========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                       3

<PAGE>

                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                     June 30,
                                                           -------------------------
                                                              2002           2001
                                                           ----------      ---------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                  $ (59,274)    $(60,822)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                               35,652       33,217
  Write down of inventory to market                              619            0
  Write off of investment                                         45            0
  Amortization of bond discount                               24,066       21,428
  Gain (loss) on disposition of assets                           (35)         179
  Cumulative effect of change in accounting
    principle - goodwill impairment                            1,294            0
  Changes in operating assets and liabilities:
    Accounts receivable                                         (924)      (1,009)
    Accounts receivable - affiliate                           (1,501)           0
    Prepaid expenses and other                                (1,783)        (313)
    Accounts payable                                           2,574      (10,013)
    Accounts payable - affiliate                                (248)           0
    Accrued liabilities and interest                            (698)      (1,701)
    Unearned revenue                                             923          790
                                                            --------     --------
      Total adjustments                                       59,984       42,578
                                                            --------     --------
      Net cash provided by (used in) operating activities        710      (18,244)
                                                            --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures, net of retirements                    (16,868)     (40,454)
 Organizational and franchise cost expenditures, net             (66)        (296)
 Investments                                                       0          (45)
 Proceeds from sales of assets                                   228           81
                                                            --------     --------
    Net cash used in investing activities                    (16,706)     (40,714)
                                                            --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Advances from affiliate                                           0       61,683
 Expenditures related to issuance of debt                          0          (50)
 Principal payments on debt and short-term borrowings              0           (4)
 Proceeds from long term debt                                 13,024            0
                                                            --------     --------
    Net cash provided by financing activities                 13,024       61,629
                                                            --------     --------

NET (DECREASE) INCREASE IN CASH                               (2,972)       2,671
CASH AT BEGINNING OF PERIOD                                    4,525            -
                                                            --------     --------
CASH AT END OF PERIOD                                       $  1,553     $  2,671
                                                            ========     ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid during the period for interest                 $  1,116     $  1,233
                                                            =====================
   Cash received during the period for income taxes         $    512     $      0
                                                            ========     ========
</TABLE>
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       4

<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)
                                  JUNE 30, 2002

                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

1.      ORGANIZATION AND NATURE OF BUSINESS

        Knology Broadband, Inc. (the "Company" or "Broadband"), formerly KNOLOGY
Holdings, Inc., is a wholly owned subsidiary of Knology, Inc. The Company offers
residential and business customers broadband communications services, including
analog and digital cable television, local and long distance telephone,
high-speed Internet access service, and broadband carrier services, using
advanced interactive broadband networks. The Company operates interactive
broadband networks in six metropolitan areas: Huntsville and Montgomery,
Alabama; Columbus and Augusta, Georgia; Panama City, Florida; and Charleston,
South Carolina.

        The Company has experienced operating losses as a result of the
expansion of its advanced interactive broadband communications networks and
services into new and existing markets. Management expects to continue to focus
on increasing the customer base and expanding the Company's broadband
operations. Accordingly, the Company expects that it will continue to experience
operating losses in accordance with the business plan. While management expects
its plans to result in profitability, there can be no assurance that growth in
the Company's revenue or customer base will continue or that the Company will be
able to achieve or sustain profitability and/or positive cash flow.

2.      BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements
of the Company have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for the fair presentation of
the financial statements have been included, and the financial statements
present fairly the financial position and results of operations for the interim
periods presented. Operating results for the three and six months ended June 30,
2002 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2002. These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of financial condition and
results of operations contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001.

3.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NEW ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board ("FASB") issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets," in June 2001. SFAS No. 141 requires all business combinations initiated
after June 30, 2001 to be accounted for using the purchase method. The Company
had no business combinations initiated after June 30, 2001. SFAS No. 142
provides that goodwill is no longer subject to amortization over its estimated
useful life. It requires that goodwill be assessed for impairment on at least an
annual basis by applying a fair value-based test.

         The Company adopted SFAS No. 142 on January 1, 2002. The Company has
performed a goodwill impairment test in accordance with SFAS No. 142. Based on
the results of the goodwill impairment test, the Company recorded an impairment
loss of $1,294 in the first quarter of 2002 as a cumulative effect of change in
accounting principle. A goodwill impairment test will be performed at least
annually on January 1.

         With the Company's adoption of SFAS No. 142, the Company no longer
records amortization of goodwill. During the second quarter of 2001 the Company
recorded approximately $136 in amortization of goodwill.

         The following is a proforma presentation of reported net loss and loss
per share, adjusted for the exclusion of goodwill amortization net of related
income tax effect:

                                       5

<PAGE>

                                                          Proforma Results
                                               For the six months ended June 30,
                                                    2002              2001
                                                    ----              ----

         Reported loss                           $(55,005)          $(97,371)
         Goodwill amortization (net of tax)          --                --

         Adjusted net loss                       $(55,055)             --


    Intangible assets as of June 30, 2002 and December 31, 2002 were as follows:

                                                      Accumulated
                                        Gross Assets  Amortization   Net Assets

         Subscriber Base Non-compete
         Agreement, Other
         June 30, 2002                      $149        $(133)          $16

         March 31, 2002                     $149        $(130)          $19

         The net amount of goodwill at June 30, 2002 and December 31, 2001 was
$40.8 million and $42.1 million, respectively. There were no intangible assets
reclassified to goodwill upon adoption of SFAS 142.

         Amortization expense related to goodwill and intangible assets was $3
and $53 for the three months ended June 30, 2002 and 2001, respectively.
Estimated aggregate future amortization expense for intangible assets remaining
as of June 30, 2002 are $14 for fiscal year 2003 and $4 for fiscal year 2004.

         In June 2001 the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations." SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS 143 is effective for fiscal years
beginning after June 15, 2002. The Company does not believe the adoption of SFAS
143 will have any material impact upon the Company's financial statements.

         In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting
for the Impairment of Disposal of Long-Lived Assets." SFAS 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS supersedes SFAS 121 but retains the fundamental provisions of SFAS
121 for (i) recognition/measurement of impairment of long-lived assets to be
held and used, and (ii) measurement of long-lived assets to be disposed of by
sale. SFAS 144 also supersedes the accounting and reporting provisions of
Accounting Principles Board's No. 30 ("APB30"), "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for
segments of a business to be disposed of, but retains APB 30's requirement to
report discontinued operations separately from continuing operations and extends
that reporting to a component of an entity that either has been disposed of or
is classified as held for sale. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. The Company adopted the provisions of SFAS 144
effective January 1, 2002. The adoption of this standard did not have any impact
on the Company's financial statements.

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

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

                                       6

<PAGE>

results of operations.



4.      SEGMENT INFORMATION

        Effective January 1998, the Company adopted SFAS 131, "Disclosures about
Segments of an Enterprise and Related Information," which established revised
standards for the reporting of financial and descriptive information about
operating segments in financial statements.

        The Company owns and operates advanced interactive broadband networks
and provides residential and business customers broadband communications
services, including analog and digital cable television, local and long distance
telephone, and high-speed Internet access, which the Company refers to as video,
voice and data services. The Company also provides broadband carrier services
which includes local transport services such as local Internet transport,
special access, local private line, and local loop services.

        While management of the Company monitors the revenue generated from each
of the various broadband services, operations are managed and financial
performance is evaluated based upon the delivery of multiple services to
customers over a single network. As a result of multiple services being provided
over a single network, many expenses and assets are shared related to providing
the various broadband services to customers. Management believes that any
allocation of the shared expenses or assets to the broadband services would be
subjective and impractical.

        Revenues by broadband communications service are as follows:

                       THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                       ---------------------------   -------------------------
                           2002             2001       2002            2001
                           ----             ----       ----            ----

Video                     $14,725          $11,659    $28,481      $22,652
Voice                       7,949            5,140     15,149        9,602
Data and Other              5,159            2,788      9,507        4,972
                          -------          -------    -------      -------

Consolidated Revenues     $27,833          $19,587    $53,137      $37,226
                          =======          =======    =======      =======



5.       SUBSEQUENT EVENTS

         On July 25, 2002, Knology and Broadband commenced a restructuring (the
"Restructuring") of the capitalization of Knology and each of its wholly owned
subsidiaries, including Broadband. The Restructuring will consist of either (1)
the consensual exchange of the $444.1 million principal amount at maturity of
the 11-7/8% Senior Discount Notes due 2007 issued by Broadband ("Old Notes") for
$193.5 million principal amount of newly issued 12% Senior Notes due 2009 of
Knology ("New Notes"), an aggregate of approximately 10,618,339 shares of Series
D preferred stock of Knology and approximately 21,696,794 shares of Series E
preferred stock of Knology (together with the Series D preferred stock, the "New
Preferred Stock"), collectively representing approximately 19.3% of the
outstanding shares of Knology common stock, on an as-converted bases, after
giving effect to the Restructuring (the "Exchange Offer") and the solicitation
of consents to amend the indenture governing the terms of the Old Notes (the
"Consent Solicitation," and together with the Exchange Offer, the
"Recapitalization Plan") or (2) the filing of a prepackaged plan of
reorganization of Broadband (the "Prepackaged Plan"), which will attempt to
accomplish the Restructuring on substantially the same terms as the
Recapitalization Plan but under the supervision of the bankruptcy court.

         Specifically, each holder of Old Notes, other than SCANA Communications
Holdings, Inc. ("SCANA"), The Burton Partnership, Limited Partnership ("Burton
LP"), The Burton Partnership (QP), Limited Partnership ("Burton QP" and,
together with Burton LP, the "Burton Partnerships"), and Valley Telephone Co.,
Inc. ("Valley"), has been offered in exchange for each $1,000.00 principal
amount at maturity of Old Notes $586.5498 in principal amount of New Notes and,
subject to possible adjustment, 33.1789 shares of Series D preferred stock of
Knology. The holders of Old Notes other than SCANA, the Burton Partnerships and
Valley are referred to as the "Non-Affiliated Holders."

                                       7

<PAGE>

         SCANA has been offered in exchange for each $1,000.00 in principal
amount at maturity of Old Notes held by it an amount of New Notes and Series E
preferred stock of Knology computed as follows: (1) in respect of the first
$115.1 million in principal amount at maturity of Old Notes held by SCANA or its
affiliates, $356.6641 in principal amount of New Notes and, subject to possible
adjustment, 187.6864 shares of Series E preferred stock of Knology and (2) in
respect of Old Notes held by SCANA and its affiliates in excess of $115.1
million in principal amount at maturity, $586.5498 in principal amount of New
Notes and, subject to possible adjustment, 33.1789 shares of Series E Preferred
Stock of Knology. Based on the $118.1 million in principal amount at maturity of
Old Notes held by SCANA on July 25, 2002 and assuming no change in such holdings
prior to completion of the Restructuring, each $1,000.00 in principal amount at
maturity of Old Notes held by SCANA would be exchanged for $362.5052 in
principal amount of New Notes and, subject to possible adjustment, 183.7606
shares of Series E preferred stock of Knology. Each Burton Partnership is
offered in exchange for each $1,000.00 principal amount at maturity of Old Notes
held by it $356.6641 in principal amount of New Notes and, subject to possible
adjustment, 187.6864 shares of Series D preferred stock of Knology. Old Notes of
approximately $64.2 million in principal amount at maturity held by Valley will
be surrendered to Broadband in exchange for a limited Broadband guaranty of the
Existing CoBank Facility (as defined below).

      There are several conditions to the completion of the Restructuring,
either pursuant to the Recapitalization Plan or the Prepackaged Plan, including
the following:

      o  The Amended and Restated Certificate of Incorporation of Knology, as
         amended, must be amended and restated.

      o  The existing Stockholders Agreement, dated as of February 7, 2000, as
         amended as of January 12, 2001, by and among Knology and certain of its
         stockholders (the "Stockholders Agreement"), must be amended in certain
         respects.

      o  Certain existing Knology stockholders must contribute approximately
         $39.0 million in cash (the "Private Placement") in exchange for 13
         million shares of Knology's Series C preferred stock at a purchase
         price of $3.00 per share.

      o  Certain existing Knology stockholders who, pursuant to the Stockholders
         Agreement, have preemptive rights to participate in future offerings of
         Knology capital stock must waive their preemptive rights with respect
         to shares issued in the Private Placement and the Restructuring.

      o  The existing $15.5 million senior secured credit facility by and among
         Wachovia Bank, National Association ("Wachovia"), as lender, Broadband,
         as guarantor, and the subsidiaries of Broadband, as borrowers (the
         "Existing Wachovia Facility"), must be amended and restated.

      o  The existing $40.0 million 10-year senior secured credit facility by
         and among Globe Telecommunications, Inc., Interstate Telephone Company
         and Valley, as borrowers, and CoBank, ACB, as lender (the "Existing
         CoBank Facility"), must be amended.

      In addition, the completion of the Recapitalization Plan is conditioned
upon, among other matters, Knology's receipt of tenders from 100% of the
outstanding principal amount at maturity of the Old Notes held by holders of the
Old Notes, other than Valley, that are "accredited investors," "qualified
institutional buyers" ("QIBs") or persons other than "U.S. Persons" ("non-U.S.
Persons"), in each case as such terms are defined under the Securities Act of
1933, as amended (the "Securities Act") (the "Minimum Tender Condition").
Valley, SCANA, the Burton Partnerships, and certain other holders of Old Notes
who, together with Valley, SCANA and the Burton Partnerships, collectively hold
in the aggregate approximately 79.4% principal amount at maturity of the
outstanding Old Notes, have agreed to tender their Old Notes in the Exchange
Offer and to consent in the Consent Solicitation to the proposed amendments to
the indenture governing the terms of the Old Notes and the waiver of any
defaults or events of default under such indenture pursuant to a lockup
agreement (the "Lockup Agreement") entered into by those holders with Knology
and Broadband. Knology can waive the Minimum Tender Condition only with the
approval of a special committee of Knology's board of directors, Non-Affiliated
Holders that are a party to the Lockup Agreement holding, beneficially or of
record, at least 75% in aggregate principal amount at maturity of the Old Notes
held by all Non-Affiliated Holders that are a party to the Lockup Agreement, and
SCANA.

      If the conditions to competition of the Recapitalization Plan, including
the Minimum Tender Condition, are not met or waived or Knology is otherwise
unable to complete the Recapitalization Plan, but Knology and Broadband do
receive required acceptances to confirm the Prepackaged Plan, Broadband has
agreed to file the Prepackaged Plan. The completion of the Prepackaged Plan, if
it is filed, will require the approval of the Prepackaged Plan by the bankruptcy
court. To obtain approval of the Prepackaged Plan by the bankruptcy court on a
consensual basis, Knology and Broadband must receive acceptances from at least
two-thirds in amount and over one-half in number of holders of each class of
impaired claims that vote on the Prepackaged Plan. Knology, Valley, SCANA, the
Burton Partnerships, Wachovia and the Non-Affiliated Holders each constitute a
separate class of impaired claims for purposes of voting to accept the
Prepackaged Plan. Knology, SCANA, the Burton Partnerships,

                                       8

<PAGE>

Valley, Wachovia and certain Non-Affiliated Holders have agreed to vote in
favor of acceptance of the Prepackaged Plan pursuant to the Lockup Agreement.

         The New Notes issued in connection with the Restructuring include
covenants limiting our ability to fund expansion into new markets. Due to the
restrictive nature of the new covenants as they relate to the use of operating
cash flows or new borrowings for expansion, we are evaluating our inventory,
construction work in process and intangible franchise costs for impairment.
Based on our preliminary evaluation, a one-time charge in the range of $3.0 -
$5.5 million may be recorded for the impairment of inventory, construction work
in progress and intangible franchise costs.

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

THE MANAGEMENT'S DISCUSSION AND ANALYSIS AND OTHER PORTIONS OF THIS QUARTERLY
REPORT INCLUDE "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS, INCLUDING THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,
THAT ARE SUBJECT TO FUTURE EVENTS, RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED. IMPORTANT
FACTORS THAT EITHER INDIVIDUALLY OR IN THE AGGREGATE COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE EXPRESSED INCLUDE, WITHOUT LIMITATION, (1) THAT
THE RESTRUCTURING WILL NOT BE CONSUMMATED AS PLANNED, (2) THAT NEEDED FINANCING
WILL NOT BE AVAILABLE TO US IF AND AS NEEDED, (3) THAT WE WILL NOT RETAIN OR
GROW OUR CUSTOMER BASE, (4) THAT WE WILL FAIL TO BE COMPETITIVE WITH EXISTING
AND NEW COMPETITORS, (5) THAT WE WILL NOT ADEQUATELY RESPOND TO TECHNOLOGICAL
DEVELOPMENTS IMPACTING OUR INDUSTRY AND MARKETS, (6) THAT A SIGNIFICANT CHANGE
IN THE GROWTH RATE OF THE OVERALL U.S. ECONOMY WILL OCCUR SUCH THAT CONSUMER AND
CORPORATE SPENDING ARE MATERIALLY IMPACTED, AND (7) THAT SOME OTHER UNFORESEEN
DIFFICULTIES OCCUR, AS WELL AS THOSE RISK SET FORTH IN OUR ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2001, WHICH ARE INCORPORATED HEREIN BY
REFERENCE. THIS LIST IS INTENDED TO IDENTIFY ONLY CERTAIN OF THE PRINCIPAL
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN.

         The following is a discussion of our consolidated financial condition
and results of operations for the three and six months ended June 30, 2002 and
certain factors that are expected to affect our prospective financial condition.
The following discussion and analysis should be read in conjunction with our
financial statements and related notes elsewhere in this Form 10-Q.

Background

         ITC Holding Company, Inc. formed Knology Broadband, Inc., formerly
KNOLOGY Holdings, Inc., in 1995. Its percentage ownership fell below 50% during
1996. ITC Holding acquired additional stock in Broadband in 1998, becoming the
holder of approximately 85% of Broadband. In November 1999, ITC Holding
contributed its 85% interest in Broadband to Knology, Inc. in exchange for
shares of Knology stock. Additionally, other minority shareholders exchanged the
remaining 15% of Broadband for shares of Knology stock. Broadband is an indirect
wholly owned subsidiary of Knology, Inc.

         Broadband has been providing cable television service since 1995,
telephone and high-speed Internet access services since 1997 and broadband
carrier services since 1998. We own, operate and manage interactive broadband
networks in the six metropolitan areas of Montgomery and Huntsville, Alabama;
Columbus and Augusta, Georgia; Panama City, Florida and Charleston, South
Carolina.

         In 1995, Broadband was originally formed as a limited liability company
and later was incorporated in the State of Delaware. The Company's principal
executive offices are located at 1241 O.G. Skinner Drive, West Point, Georgia
31833 and its telephone number is (706) 645-8553.

Recent Accounting Pronouncements

         The Financial Accounting Standards Board ("FASB") issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets"
in June 2001. SFAS No. 141 requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase method. The Company had no
business combinations initiated after June 30,

                                       9

<PAGE>

2001. SFAS No. 142 provides that goodwill is no longer subject to
amortization over its estimated useful life. It requires that goodwill be
assessed for impairment on at least an annual basis by applying a
fair-value-based test.

         The Company adopted SFAS No. 142 on January 1, 2002. The Company has
performed a goodwill impairment test in accordance with SFAS No. 142. Based on
the results of the goodwill impairment test the Company recorded an impairment
loss of $1.3 million in the first quarter of 2002 as a cumulative effect of
change in accounting principle.

         In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations." SFAS No. 143, addresses accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This statement is effective for fiscal years
beginning after June 15, 2002. The Company does not believe that the adoption of
this new standard will have any material impact on its financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal
of Long-Lived Assets," which is effective for fiscal years beginning after
December 15, 2001. The provisions of this statement provide a single accounting
model for impairment of long-lived assets. There was no impact to the Company
upon the adoption of this new standard.

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

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

REVENUES AND EXPENSES

         We can group our revenues into four categories: video revenues, voice
revenues, data revenues and other revenues.

         o  Video revenues. Our video revenues consist of fixed monthly fees for
            basic, premium and digital cable television services, as well as
            fees from pay-per-view movies and events such as boxing matches and
            concerts, that involve a charge for each viewing. Video revenues
            accounted for approximately 52.9% and 53.6% of our consolidated
            revenues for the three and six months ended June 30, 2002 compared
            to 59.5% and 60.9% for the three and six months ended June 30, 2001.

         o  Voice revenues. Our voice revenues consist primarily of fixed
            monthly fees for local service, enhanced services such as call
            waiting and voice mail and usage fees for long distance service.
            Voice revenues accounted for approximately 28.6% and 28.5% of our
            consolidated revenues for the three and six months ended June 30,
            2002 compared to 26.3% and 25.8% for the three and six months ended
            June 30, 2001.

         o  Data revenues and other revenues. Our data revenues consist
            primarily of fixed monthly fees for high-speed Internet access
            service and rental of cable modems. Other revenues resulted
            principally from broadband carrier services and video production
            services. These combined revenues accounted for approximately 18.5 %
            and 17.9 % of our consolidated revenues for the three and six months
            ended June 30, 2002 compared to 14.2% and 13.3% for the three and
            six months ended June 30, 2001.

         Our operating expenses include cost of services expenses, selling,
operations and administrative expenses and depreciation and amortization
expenses.

Cost of service expenses include:

         o  Video cost of services. Video cost of services consist primarily of
            monthly fees to the National Cable

                                       10

<PAGE>

            Television Cooperative and other programming providers, and are
            generally based on the average number of subscribers to each
            program. Programming costs as a percentage of video revenues were
            approximately 46.9% and 47.2% for the three and six months ended
            June 30, 2002 compared to 46.5% and 46.7% for the three and six
            months ended June 30, 2001. Programming costs is our largest single
            cost and we expect this to continue. Since programming cost is
            primarily based on numbers of subscribers, it will increase as we
            add more subscribers. Additionally, programming cost will increase
            as costs per channel increase over time.

         o  Voice cost of services. Voice costs of services consist primarily of
            transport cost and network access fees. The voice cost of services
            as a percentage of voice revenues were approximately 26.6% and 30.3%
            for the three and six months ended June 30, 2002 compared to 42.2%
            and 42.5% for the three and six months ended June 30, 2001.

         o  Data and other cost of services. Data and other cost of services
            consist primarily of transport cost and network access fees. The
            data and other cost of services as a percentage of revenues were
            approximately 19.6% and 14.0% for the three and six months ended
            June 30, 2002 compared to 8.4% and 9.2% for the three and six months
            ended June 30, 2001.

Selling, operations and administrative expenses include:

         o  Sales and marketing cost. Sales and marketing costs include the cost
            of sales and marketing personnel and advertising and promotional
            expenses.

         o  Network operations and maintenance expenses. Network operations and
            maintenance expenses include payroll and departmental costs incurred
            for network design and maintenance monitoring.

         o  Customer service expenses. Customer service expenses include payroll
            and departmental costs incurred for customer service representatives
            and management.

         o  General and administrative expenses. General and administrative
            expenses consist of corporate and subsidiary general management and
            administrative costs.

         Depreciation and amortization expenses include depreciation of our
interactive broadband networks and equipment, and amortization of cost in excess
of net assets and other intangible assets related to acquisitions.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

         Revenues. Operating revenues increased 42.7% from $37.2 million for the
six months ended June 30, 2001 to $53.1 million for the six months ended June
30, 2002. Operating revenues from video services increased 25.7% from $22.6
million for the six months ended June 30, 2001 to $28.5 million for the same
period in 2002. Operating revenues from voice services increased 57.8% from $9.6
million for the six months ended June 30, 2001 to $15.1 million for the same
period in 2002. Operating revenue from data and other services increased 91.2%
from $5.0 million for the six months ended June 30, 2001 to $9.5 million for the
same period in 2002, $9.0 million of which were revenues from data services.

         The increased revenues for video, voice and data and other services are
primarily due to an increase in the number of total connections, from 176,786 at
June 30, 2001 compared to 231,084 at June 30, 2002. The additional connections
resulted primarily from:

         o  the extension of our broadband networks in the Augusta, Charleston,
            and Panama City markets;

         o  the upgrade of our existing one-way network to an advanced
            interactive broadband network; and

         o  internal growth in connections generated by our sales and marketing
            efforts.

         Expenses.   Our operating expenses, excluding depreciation and
amortization, increased 14.8%, from $43.1 million for the six months ended June
30, 2001, to $49.5 million for the six months ended June 30, 2002. The increase
in our cost of

                                       11

<PAGE>

services and other operating expenses is consistent with the growth in revenues
and is a result of the expansion of our operations and the increase in the
number of subscribers and the number of employees associated with such expansion
and growth in our markets.

        Our depreciation and amortization expenses increased 7.3% from $33.2
million for the six months ended June 30, 2001, to $35.7 million for the six
months ended June 30, 2002. The increase in depreciation is primarily due to the
expansion of our network.

        Other Income and Expenses. Our interest income was approximately $45,000
for the six months ended June 30, 2001, compared to $5,000 for the six months
ended June 30, 2002.

        Our interest expense increased from $21.2 million for the six months
ended June 30, 2001 to $25.4 million for the six months ended June 30, 2002. The
increase in interest expense is due to the accretion of the book value of
11 7/8% senior discount notes issued in October 1997. We capitalized interest
related to the construction of our broadband networks of $1.4 million for the
six months ended June 30, 2001 and did not capitalize interest during the six
months ended June 30, 2002.

        Other expense increased from $526,000 for the six months ended June 30,
2001 to $620,000 for the six months ended June 30, 2002. Other expense in 2002
consists primarily of $619,000 for the write-off of obsolete inventory.

        Net Loss. We incurred a net loss of $60.8 million for the six months
ended June 30, 2001 compared to a net loss of $59.3 million for the six months
ended June 30, 2002. The increase in net loss is a result of the expansion of
our operations and the increase in the number of employees associated with such
expansion and growth in our markets.

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

        Revenues. Operating revenues increased 42.1% from $19.6 million for the
three months ended June 30, 2001 to $27.8 million for the three months ended
June 30, 2002.

        Expenses. Our operating expenses, excluding depreciation and
amortization, increased 15.7%, from $22.1 million for the three months ended
June 30, 2001 to $25.6 million for the three months ended June 30, 2002. The
cost of services component of operating expenses increased 28.2%, from $7.8
million for 2001 to $10.0 million for 2002. Our selling, operations, and
administration expenses increased 8.9%, from $14.3 million for 2001 to $15.5
million for 2002.

        Our depreciation and amortization expenses increased from $17.1 million
for the three months ended June 30, 2001 to $18.6 million for the three months
ended June 30, 2002.

        Other Income and Expenses. Our interest income was $19,000 for the
three months ended June 30, 2001, compared to $3,000 for the three months ended
June 30, 2002.

        Our interest expense increased from $10.9 million for the three months
ended June 30, 2001 to $13.0 million for the three months ended June 30, 2002.
We capitalized interest related to the construction of our broadband networks of
$644,000 for the three months ended June 30, 2001 and did not capitalize
interest during the three months ended June 30, 2002.

        Other expense, net decreased from $117,000 for the three months ended
June 30, 2001 to $43,000 for the three months ended June 30, 2002.

        Net Loss. We incurred a net loss of $30.7 million for the three months
ended June 30, 2001 compared to a net loss of $29.3 million for the three months
ended June 30, 2002.

Liquidity and Capital Resources

        As of June 30, 2002, we had net working capital deficit of $28.4
million, compared to a net working capital deficit of $27.0 million as of
December 31, 2001. The increase in the deficit from December 31, 2001 to June
30, 2002 is due to a decrease in cash of $3.0 million and an increase in
accounts payable of $2.6 million, partially offset by an increase in receivables
of $2.4 and an increase in prepaid expenses of $1.7 million.

        Net cash used by operations totaled $18.2 million for the six months
ended June 30, 2001 and net cash provided by operations totaled $710,000 for the
six months ended June 30, 2002. The net cash flow activity related to operations
consists

                                       12

<PAGE>

primarily of changes in operating assets and liabilities and adjustments to net
income for non-cash transactions including depreciation and amortization, loss
on disposition of assets and write down of inventory.

         Net cash used in investing activities was $40.7 million for the six
months ended June 30, 2001 and $16.7 million for the six months ended June 30,
2002. Investing activities for the six months ended June 30, 2001 consisted of
$40.5 million of capital expenditures and $296,000 in organizational, franchise
and investment expenditures. Investing activities for the six months ended June
30, 2002 consisted of $16.9 million of capital expenditures, $66,000 in
organizational, franchise and investment expenditures, which was partially off
set by $228,000 in proceeds from the sale of assets.

         We received net cash flow from financing activities of $61.6 million
for the six months ended June 30, 2001 and $13.0 million for the six months
ended June 30, 2002. Financing activities in 2001 consisted primarily of $61.7
million of equity infusion from our parent. Financing activities in 2002
consisted of $13.0 million of proceeds from issuance of long term debt.

FUNDING TO DATE

         We have raised equity capital and borrowed money to finance a
significant portion of our operating, investing and financing activities in the
development of our business. On October 22, 1997, we received net proceeds of
$242.4 million from the offering of units consisting of senior discount notes
due 2007 and warrants to purchase preferred stock. The notes were sold at a
substantial discount from their principal amount at maturity, and there will not
be any payment of cash interest on the notes prior to April 15, 2003. The notes
will fully accrete to face value of $444.1 million on October 15, 2002. On and
after October 15, 2002, the notes will bear interest, which will be payable in
cash, at a rate of 11 7/8% per annum on April 15 and October 15 of each year,
commencing April 15, 2003. The indenture contains covenants that affect, and in
certain cases restrict, the ability of Knology Broadband to:

         o  incur indebtedness;

         o  pay dividends;

         o  prepay subordinated indebtedness;

         o  redeem capital stock;

         o  make investments;

         o  engage in transactions with stockholders and affiliates;

         o  create liens;

         o  sell assets; and

         o  engage in mergers and consolidations.

         If we fail to comply with these covenants, our obligation to repay the
notes may be accelerated. However, these limitations are subject to a number of
important qualifications and exceptions. In particular, while the indenture
restricts our ability to incur additional indebtedness by requiring compliance
with specified leverage ratios, it permits us and our subsidiaries to incur an
unlimited amount of indebtedness to finance the acquisition of equipment,
inventory and network assets and to secure such indebtedness, and to incur up to
$50.0 million of additional secured indebtedness. Upon a change of control
Broadband, as defined in the indenture, we would be required to make an offer to
purchase the notes at a purchase price equal to 101% of their accreted value,
plus accrued interest.

         In November 1999, Knology completed an exchange in which it received
the warrants to purchase shares of Broadband preferred stock, issued in
connection with the senior discount notes in 1997, in exchange for warrants to
purchase shares of Knology Series A preferred stock.

         On December 22, 1998, we entered into a $50 million four-year senior
secured credit facility with Wachovia. On November 7, 2001, Wachovia agreed to
amend the credit facility. The credit facility, as amended, allows us to borrow
up to the

                                       13

<PAGE>


greater of (i) $15.5 million or (ii) three times our annualized consolidated
cash flow. The credit facility may be used for working capital and other
purposes, including capital expenditures and permitted acquisitions. At our
option, interest will accrue based on either the prime or federal funds rate
plus applicable margin or the LIBOR rate plus applicable margin. The applicable
margin may vary from 4.0% for base rate loans to 5.0% for LIBOR rate loans. The
credit facility contains a number of covenants that restrict our ability to take
certain actions, including the ability to:

         o  incur indebtedness;

         o  create liens;

         o  pay dividends;

         o  make distributions or stock repurchases;

         o  make investments;

         o  engage in transactions with affiliates;

         o  sell assets; and

         o  engage in mergers and acquisitions.

         The credit facility also includes covenants requiring compliance with
certain operating and financial ratios on a consolidated basis, including the
number of customer connections and average revenue per subscriber. We are
currently in compliance with these covenants, as amended, but there can be no
assurances that we will remain in compliance. Should we not be in compliance
with the covenants, we would be in default and would require a waiver from the
lender. In the event the lender would not provide a waiver, amounts outstanding
under the facility could be payable to the lender on demand. A change of control
of Knology Broadband, as defined in the credit facility agreement, would
constitute a default under the covenants.

         The maximum amount available under the amended credit facility as of
June 30, 2002 was approximately $15.5 million. As of June 30, 2002,
approximately $15.5 million had been drawn against the credit facility. As part
of the Restructuring, the Existing Wachovia Facility will be amended and
restated.

         In January 2002, we also entered into a secured intercompany credit
facility with Knology. The secured intercompany credit facility is intended to
provide a mechanism for any funding Knology chooses to advance to us; however,
the facility does not represent a present commitment from Knology to fund any
our future cash needs. The intercompany credit facility is secured by
substantially all of the assets of Broadband and is subordinate to the Existing
Wachovia Facility. As of June 30, 2002, approximately $13.0 million had been
drawn against the credit facility.

THE RESTRUCTURING

         On July 25, 2002, Knology and Broadband commenced the Restructuring of
the capitalization of Knology and its wholly owned subsidiaries, including
Broadband. The Restructuring will consist of either (1) the consensual exchange
of the $444.1 million principal amount at maturity of the 11-7/8% Senior
Discount Notes due 2007 issued by Broadband ("Old Notes") for $193.5 million
principal amount of newly issued 12% Senior Notes due 2009 of Knology ("New
Notes"), an aggregate of approximately 10,618,339 shares of Series D preferred
stock of Knology and approximately 21,696,794 shares of Series E preferred stock
of Knology, collectively representing approximately 19.3% of the outstanding
shares of Knology common stock, on an as-converted bases, after giving effect to
the Restructuring and the solicitation of consents to amend the indenture
governing the terms of the Old Notes or (2) the filing of the Prepackaged Plan
of Broadband, which will attempt to accomplish the Restructuring on
substantially the same terms as the Recapitalization Plan but under the
supervision of the bankruptcy court.

         Specifically, each Non-Affiliated Holders (holders of Old Notes, other
than SCANA, the Burton Partnerships, and Valley), has been offered in exchange
for each $1,000.00 principal amount at maturity of Old Notes $586.5498 in
principal amount of New Notes and, subject to possible adjustment, 33.1789
shares of Series D preferred stock of Knology.

         SCANA has been offered in exchange for each $1,000.00 in principal
amount at maturity of Old Notes held by it an amount of New Notes and Series E
preferred stock of Knology computed as follows: (1) in respect of the first
$115.1 million in

                                       14

<PAGE>

principal amount at maturity of Old Notes held by SCANA or its affiliates,
$356.6641 in principal amount of New Notes and, subject to possible adjustment,
187.6864 shares of Series E preferred stock of Knology and (2) in respect of Old
Notes held by SCANA and its affiliates in excess of $115.1 million in principal
amount at maturity, $586.5498 in principal amount of New Notes and, subject to
possible adjustment, 33.1789 shares of Series E Preferred Stock of Knology.
Based on the $118.1 million in principal amount at maturity of Old Notes held by
SCANA on July 25, 2002 and assuming no change in such holdings prior to
completion of the Restructuring, each $1,000.00 in principal amount at maturity
of Old Notes held by SCANA would be exchanged for $362.5052 in principal amount
of New Notes and, subject to possible adjustment, 183.7606 shares of Series E
preferred stock of Knology. Each Burton Partnership is offered in exchange for
each $1,000.00 principal amount at maturity of Old Notes held by it $356.6641 in
principal amount of New Notes and, subject to possible adjustment, 187.6864
shares of Series D preferred stock of Knology. Old Notes of approximately $64.2
million in principal amount at maturity held by Valley will be surrendered to
Broadband in exchange for a limited Broadband guaranty of the Existing CoBank
Facility.

      There are several conditions to the completion of the Restructuring,
either pursuant to the Recapitalization Plan or the Prepackaged Plan, including
the following:

      o   The Certificate of Knology, must be amended and restated.

      o   The existing Stockholders Agreement, dated as of February 7, 2000, as
          amended as of January 12, 2001, by and among Knology and certain of
          its stockholders, must be amended in certain respects.

      o   Certain existing Knology stockholders must contribute approximately
          $39.0 million in cash pursuant to the Private Placement in exchange
          for 13 million shares of Knology's Series C preferred stock at a
          purchase price of $3.00 per share.

      o   Certain existing Knology stockholders who, pursuant to the
          Stockholders Agreement, have preemptive rights to participate in
          future offerings of Knology capital stock must waive their preemptive
          rights with respect to shares issued in the Private Placement and the
          Restructuring.

      o   The existing $15.5 million senior secured credit facility by and among
          Wachovia, as lender, Broadband, as guarantor, and the subsidiaries of
          Broadband, as borrowers, must be amended and restated.

      o   The existing $40.0 million 10-year senior secured credit facility by
          and among Globe Telecommunications, Interstate and Valley, as
          borrowers, and CoBank, as lender, must be amended.

         In addition, the completion of the Recapitalization Plan is conditioned
upon, among other matters, Knology's receipt of tenders from 100% of the
outstanding principal amount at maturity of the Old Notes held by holders of the
Old Notes, other than Valley, that are accredited investors, QIBs, or non-U.S.
Persons, in each case as such terms are defined under the Securities Act (the
"Minimum Tender Condition"). Valley, SCANA, the Burton Partnerships, and certain
other holders of Old Notes who, together with Valley, SCANA and the Burton
Partnerships, collectively hold in the aggregate approximately 79.4% principal
amount at maturity of the outstanding Old Notes, have agreed to tender their Old
Notes in the Exchange Offer and to consent in the Consent Solicitation to the
proposed amendments to the indenture governing the terms of the Old Notes and
the waiver of any defaults or events of default under such indenture pursuant to
the Lockup Agreement entered into by those holders with Knology and Broadband.
Knology can waive the Minimum Tender Condition only with the approval of a
special committee of Knology's board of directors, Non-Affiliated Holders that
are a party to the Lockup Agreement holding, beneficially or of record, at least
75% in aggregate principal amount at maturity of the Old Notes held by all
Non-Affiliated Holders that are a party to the Lockup Agreement, and SCANA.

         If the conditions to competition of the Recapitalization Plan,
including the Minimum Tender Condition, are not met or waived or Knology is
otherwise unable to complete the Recapitalization Plan, but Knology and
Broadband do receive required acceptances to confirm the Prepackaged Plan,
Broadband has agreed to file the Prepackaged Plan. The completion of the
Prepackaged Plan, if it is filed, will require the approval of the Prepackaged
Plan by the bankruptcy court. To obtain approval of the Prepackaged Plan by the
bankruptcy court on a consensual basis, Knology and Broadband must receive
acceptances from at least two-thirds in amount and over one-half in number of
holders of each class of impaired claims that vote on the Prepackaged Plan.
Knology, Valley, SCANA, the Burton Partnerships, Wachovia and the
Non-Affiliated Holders each constitute a separate class of impaired claims for
purposes of voting to accept the Prepackaged Plan. Knology, SCANA, the Burton
Partnerships,

                                       15

<PAGE>


Valley, Wachovia and certain Non-Affiliated Holders have agreed to
vote in favor of acceptance of the Prepackaged Plan pursuant to the Lockup
Agreement.

FUTURE FUNDING

         Our business requires substantial investment to finance capital
expenditures and related expenses, incurred in connection with the expansion and
upgrade of our interactive broadband networks, funding subscriber equipment,
maintaining the quality of our networks, and to finance the repayment,
extinguishment or repurchase of our debt.

         We have completed the construction of our networks in Montgomery,
Alabama; Columbus, Georgia and Panama City, Florida. We expect that, with
sufficient funds, the construction of our networks in our other existing markets
will be substantially completed during 2005. We will not have sufficient funds
to complete this construction without significant additional financing.

        Funding to complete the construction of our networks throughout our
markets and for our working capital needs, current and future operating losses,
and debt service requirements will require continuing capital investment. The
Company has historically relied on capital infusions from its parent company to
meet its funding requirements and plans to continue to rely on its parent,
however, there can be no assurance that sufficient funding will continue to be
available in the future or that it will be available on terms acceptable to the
Company. If we are not successful in raising additional capital, we may not be
able to complete the construction of our networks throughout our markets. This
may cause us to violate our franchise agreements, which could adversely affect
us, or may limit our growth within these markets. Failure to obtain additional
funding would also limit our ability continue in business or to expand our
business. As a result of the aforementioned factors and related uncertainties,
there is substantial doubt about the Company's ability to continue as a going
concern.

         We are considering alternatives to improve our capital structure and
strengthen our liquidity position. We have been engaged in discussions regarding
a potential restructuring with an ad hoc committee of the holders of a
significant amount of our senior discount notes and with the financial advisor
for the committee. Although we are actively pursuing discussions with the
committee, no restructuring agreement has been reached and there can be no
assurance that a restructuring agreement will be reached in the future.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Not required under reduced disclosure format.

                                       16

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

        Not required under reduced disclosure format.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

        Not required under reduced disclosure format.

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

        Not required under reduced disclosure format.

ITEM 5.  OTHER INFORMATION

        None

                                       17

<PAGE>

ITEM 6.  Exhibits and Reports on Form 8-K

(A)  EXHIBITS

   Exhibit
     No.          Exhibit Description

     3.1        Certificate of Incorporation of KNOLOGY Holdings, Inc.
                (Incorporated herein by reference to Exhibit 3.1 to the
                Registration Statement on Form S-4 of Knology Broadband, Inc.
                (formerly KNOLOGY Holdings, Inc.) (File No. 333-43339)).

     3.2        Certificate of Amendment of Certificate of Incorporation of
                KNOLOGY Holdings, Inc. (Incorporated herein by reference to
                Exhibit 3.1 to Knology Broadband, Inc.'s Form 10-Q for the
                quarter ended March 31, 1998).

     3.3        Certificate of Amendment of Certificate of Incorporation of
                Knology Broadband, Inc. (Incorporated herein by reference to
                Exhibit 3.1 to Knology Broadband, Inc.'s Quarterly Report on
                Form 10-Q for the quarter ended June 30, 2000).

     3.4        Certificate of Amendment to Certificate of Designation of
                Preferred Stock of KNOLOGY Holdings, Inc. (Incorporated herein
                by reference to Exhibit 3.2 to Knology Broadband, Inc. Form 10-Q
                for the quarter ended March 31, 1998).

     3.5        Certificate of Amendment to Certificate of Designation of
                Preferred Stock of Knology Broadband, Inc. (Incorporated herein
                by reference to Exhibit 3.2 to Knology Broadband, Inc.'s
                Quarterly Report on Form 10-Q for the quarter ended June 30,
                2000).

     3.6        Amended and Restated Bylaws of KNOLOGY Holdings, Inc.
                (Incorporated herein by reference to Exhibit 3.2 to Knology
                Broadband, Inc.'s Registration Statement on Form S-4 (File No.
                333-43339)).

     4.1        Indenture dated as of October 22, 1997 between KNOLOGY Holdings,
                Inc. and United States Trust Company of New York, as Trustee,
                relating to the 11 78% Senior Discount Notes Due 2007 of KNOLOGY
                Holdings, Inc. (Incorporated herein by reference to Exhibit 4.1
                to the Registration Statement of Knology Broadband, Inc. on Form
                S-4 (File No. 333-43339)).

     4.2        Form of Senior Discount Note (contained in Exhibit 4.1).

     4.3        Form of Exchange Note (contained in Exhibit 4.1).

    10.1        Credit Facility Agreement between First Union National Bank,
                First Union Capital Markets Corp. and KNOLOGY Holdings, Inc.
                dated December 22, 1998 (Incorporated herein by reference to
                Exhibit 10.53 to Knology Broadband, Inc.'s Annual Report on Form
                10-K for the year ended December 31, 1998).

    10.1.1      Ninth Amendment to Credit Facility Agreement, dated as of
                June 30, 2002. (Incorporated herein by reference to Exhibit
                10.1.1 to Knology, Inc.'s Quarterly Report on Form 10-Q for the
                quarter ended June 30, 2002.)

    99.1        Statement of the Chief Executive Officer and the Chief Financial
                Officer of Knology Broadband, Inc., Pursuant to 18 U.S.C.
                s. 1350



(B)   REPORTS ON FORM 8-K

        On June 20, 2002, the Company filed on form 8-K, a press release
announcing a change in registrant's certifying accountant for the year ended
December 31, 2002.

                                       18

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                      KNOLOGY BROADBAND, INC.


August 14, 2002               By      /s/ Rodger L. Johnson
                                      ---------------------------------------
                                      Rodger L. Johnson
                                      President and Chief Executive Officer


August 14, 2002               By      /s/ Robert K. Mills
                                      ---------------------------------------
                                      Robert K. Mills
                                      Chief Financial Officer
                                      (Principal Financial Officer)

                                       19