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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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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, 2003



Commission file number 0-26677



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INSIGHT COMMUNICATIONS COMPANY, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                      |  | 13-4053502                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|810 7thAvenueNew York, New
York                               |  | 10019                              
|(Address of principal executive offices)                      |  | (Zip code)                         



Registrants
telephone number, including area code: 917-286-2300



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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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule  12b-2).  Yes  x  No ̈



Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.



|Class                                |  | Outstanding at July 29, 2003
|------------------------------------ |  | ----------------------------
|Class A Common Stock, $.01 Par Value |  | 50,809,778                  
|Class B Common Stock, $.01 Par Value |  | 9,329,468                   



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PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all
information and footnotes required by accounting principles generally accepted in the United States. However, in our opinion, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations
for the relevant periods have been made. Results for the interim periods are not necessarily indicative of the results to be expected for the year. These financial statements should be read in conjunction with the summary of significant accounting
policies and the notes to the consolidated financial statements included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2002.



1



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INSIGHT COMMUNICATIONS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)



|                                                                                                                                           |  | June 30,2003 |           |   | December 31,2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | --------- | - | ---------------- | -
|                                                                                                                                           |  | unaudited    |           |   |                  |  
|Assets                                                                                                                                     |  |              |           |   |                  |  
|Cash and cash equivalents                                                                                                                  |  | $            | 104,917   |   |                  | $
|Investments                                                                                                                                |  |              | 4,173     |   |                  |  
|Trade accounts receivable, net of allowance for doubtful accounts of $1,276 and $1,296 as of June 30, 2003 and December 31,
2002           |  |              | 28,710    |   |                  |  
|Launch funds receivable                                                                                                                    |  |              | 1,315     |   |                  |  
|Prepaid expenses and other assets                                                                                                          |  |              | 16,624    |   |                  |  
|                                                                                                                                           |  |              |           |   |                  |  
|Total current assets                                                                                                                       |  |              | 155,739   |   |                  |  
|                                                                                                                                           |  |             
|Fixed assets, net                                                                                                                          |  |              | 1,216,057 |   |                  |  
|Goodwill                                                                                                                                   |  |              | 72,430    |   |                  |  
|Franchise costs                                                                                                                            |  |              | 2,361,933 |   |                  |  
|Deferred financing costs, net of accumulated amortization of $11,304 and $9,030 as of June 30, 2003 and December 31,
2002                  |  |              | 31,025    |   |                  |  
|Other non-current assets                                                                                                                   |  |              | 5,465     |   |                  |  
|                                                                                                                                           |  |              |           |   |                  |  
|Total assets                                                                                                                               |  | $            | 3,842,649 |   |                  | $
|                                                                                                                                           |  |              |           |   |                  |  
|Liabilities and stockholders equity                                                                                                       |  |              |           |   |                  |  
|Accounts payable                                                                                                                           |  | $            | 13,705    |   |                  | $
|Accrued expenses and other liabilities                                                                                                     |  |              | 22,031    |   |                  |  
|Accrued property taxes                                                                                                                     |  |              | 21,681    |   |                  |  
|Accrued programming costs                                                                                                                  |  |              | 64,244    |   |                  |  
|                                                                                                                                           |  |             
|Deferred revenue                                                                                                                           |  |              | 6,369     |   |                  |  
|Interest payable                                                                                                                           |  |              | 23,852    |   |                  |  
|Debt  current portion                                                                                                                     |  |              | 45,834    |   |                  |  
|Preferred interest distribution payable                                                                                                    |  |              | 5,250     |   |                  |  
|                                                                                                                                           |  |              |           |   |                  |  
|Total current liabilities                                                                                                                  |  |              | 202,966   |   |                  |  
|                                                                                                                                           |  |             
|Deferred revenue                                                                                                                           |  |              | 5,522     |   |                  |  
|Debt                                                                                                                                       |  |              | 2,595,900 |   |                  |  
|Other non-current liabilities                                                                                                              |  |              | 42,407    |   |                  |  
|                                                                                                                                           |  |             
|Minority interest                                                                                                                          |  |              | 219,052   |   |                  |  
|Preferred interests                                                                                                                        |  |              | 195,173   |   |                  |  
|                                                                                                                                           |  |             
|Stockholders equity:                                                                                                                      |  |              |           |   |                  |  
|Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares issued and outstanding as of June 30, 2003 and December
31, 2002 |  |              |          |   |                  |  
|Common stock; $.01 par value:                                                                                                              |  |              |           |   |                  |  
|Class A  300,000,000 shares authorized; 50,809,778 and 50,704,390 shares issued and outstanding as of June 30, 2003 and
December 31, 2002 |  |              | 508       |   |                  |  
|Class B  100,000,000 shares authorized; 9,329,468 and 9,354,468 shares issued and outstanding as of June 30, 2003 and
December 31, 2002   |  |              | 93        |   |                  |  
|Additional paid-in-capital                                                                                                                 |  |              | 820,526   |   |                  |  
|Accumulated deficit                                                                                                                        |  |              | (241,147  | ) |                  |  
|Deferred stock compensation                                                                                                                |  |              | (5,317    | ) |                  |  
|Accumulated other comprehensive income (loss)                                                                                              |  |              | 6,966     |   |                  |  
|                                                                                                                                           |  |              |           |   |                  |  
|Total stockholders equity                                                                                                                 |  |              | 581,629   |   |                  |  
|                                                                                                                                           |  |              |           |   |                  |  
|Total liabilities and stockholders equity                                                                                                 |  | $            | 3,842,649 |   |                  | $
|                                                                                                                                           |  |              |           |   |                  |  



See accompanying
notes



2



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INSIGHT COMMUNICATIONS COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)



|                                                                          |  | Three months ended June 30, |         |   | Six months ended June 30, |  
|------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | -
|                                                                          |  | 2003                        |         |   | 2002                      |  
|Revenue                                                                   |  | $                           | 223,047 |   |                           | $
|                                                                          |  |                             |         |  
|Operating costs and expenses:                                             |  |                             |         |   |                           |  
|Programming and other operating costs                                     |  |                             | 81,638  |   |                           |  
|Selling, general and administrative                                       |  |                             | 46,951  |   |                           |  
|High-speed data charges                                                   |  |                             |        |   |                           |  
|Depreciation and amortization                                             |  |                             | 60,275  |   |                           |  
|                                                                          |  |                             |         |   |                           |  
|Total operating costs and expenses                                        |  |                             | 188,864 |   |                           |  
|                                                                          |  |                             |         |   |                           |  
|Operating income                                                          |  |                             | 34,183  |   |                           |  
|                                                                          |  |                             |         |  
|Other income (expense):                                                   |  |                             |         |   |                           |  
|Gain on cable system exchange                                             |  |                             |        |   |                           |  
|Interest expense                                                          |  |                             | (50,570 | ) |                           |  
|Interest income                                                           |  |                             | 248     |   |                           |  
|Other                                                                     |  |                             | 1,820   |   |                           |  
|                                                                          |  |                             |         |   |                           |  
|Total other expense, net                                                  |  |                             | (48,502 | ) |                           |  
|                                                                          |  |                             |         |  
|Loss before minority interest, impairment of investments and income taxes |  |                             | (14,319 | ) |                           |  
|Minority interest                                                         |  |                             | 8,492   |   |                           |  
|Impairment write-down of investments                                      |  |                             | (1,500  | ) |                           |  
|                                                                          |  |                             |         |   |                           |  
|Loss before income taxes                                                  |  |                             | (7,327  | ) |                           |  
|                                                                          |  |                             |         |  
|Provision for income taxes                                                |  |                             | (125    | ) |                           |  
|                                                                          |  |                             |         |   |                           |  
|Net loss                                                                  |  |                             | (7,452  | ) |                           |  
|Accrual of preferred interests                                            |  |                             | (5,203  | ) |                           |  
|                                                                          |  |                             |         |   |                           |  
|Net loss applicable to common stockholders                                |  | $                           | (12,655 | ) |                           | $
|                                                                          |  |                             |         |   |                           |  
|Basic and diluted loss per share attributable to common stockholders      |  | $                           | (.21    | ) |                           | $
|Basic and diluted weighted-average shares outstanding                     |  |                             | 60,125  |   |                           |  



See accompanying
notes



3



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INSIGHT COMMUNICATIONS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                                |  | Six months ended June 30, |         
|------------------------------------------------------------------------------- |  | ------------------------- | --------
|                                                                                |  | 2003                      |         
|Operating activities:                                                           |  |                           |         
|                                                                                |  |                          
|Net loss                                                                        |  | $                         | (3,191  
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                           |         
|Depreciation and amortization                                                   |  |                           | 115,269 
|Impairment of investments                                                       |  |                           | 1,500   
|Gain on cable systems exchange                                                  |  |                           | (26,992 
|Minority interest                                                               |  |                           | (2,014  
|Provision for losses on trade accounts receivable                               |  |                           | 5,106   
|Contribution of stock to 401(k) Plan                                            |  |                           | 856     
|Amortization of note discount                                                   |  |                           | 16,230  
|Changes in operating assets and liabilities, net of the effect of acquisitions: |  |                           |         
|Trade accounts receivable                                                       |  |                           | (8,091  
|Launch fund receivable                                                          |  |                           | 3,882   
|Prepaid expenses and other assets                                               |  |                           | (261    
|Accounts payable                                                                |  |                           | (33,515 
|Accrued expenses and other liabilities                                          |  |                           | 35,705  
|                                                                                |  |                           |         
|Net cash provided by operating activities                                       |  |                           | 104,484 
|                                                                                |  |                           |         
|Investing activities:                                                           |  |                           |         
|                                                                                |  |                          
|Purchase of fixed assets                                                        |  |                           | (84,111 
|Purchase of intangible assets                                                   |  |                           | (788    
|Purchase of investments                                                         |  |                           | (634    
|Purchase of cable television systems, net                                       |  |                           | (26,475 
|                                                                                |  |                           |         
|Net cash used in investing activities                                           |  |                           | (112,008
|                                                                                |  |                           |         
|Financing activities:                                                           |  |                           |         
|                                                                                |  |                          
|Distributions of preferred interests                                            |  |                           | (7,000  
|Proceeds from borrowings under credit facility                                  |  |                           | 47,000  
|Repayment of credit facility                                                    |  |                           | (2,500  
|Debt issuance costs                                                             |  |                           |        
|Principal payment on capital lease and other non-current liabilities            |  |                           |        
|Proceeds from exercise of stock options                                         |  |                           | 91      
|                                                                                |  |                           |         
|Net cash provided by (used in) financing activities                             |  |                           | 37,591  
|                                                                                |  |                           |         
|Net increase (decrease) in cash and cash equivalents                            |  |                           | 30,067  
|Cash and cash equivalents, beginning of period                                  |  |                           | 74,850  
|                                                                                |  |                           |         
|Cash and cash equivalents, end of period                                        |  | $                         | 104,917 
|                                                                                |  |                           |         



See accompanying
notes



4



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Organization and Basis of Presentation



Through our wholly owned subsidiary, Insight Communications Company, L.P. (Insight LP), we own a 50% interest in Insight
Midwest, L.P. (Insight Midwest), which through its subsidiaries, Insight Communications Midwest, LLC (Insight Communications Midwest), Insight Communications of Kentucky, L.P. (Insight Kentucky) and Insight
Communications of Central Ohio, LLC (Insight Ohio), owns and operates cable television systems in Indiana, Kentucky, Ohio, and Illinois which passed approximately 2.3 million homes and served approximately 1.3 million customers as of
June 30, 2003. In addition, we also owned and operated a cable television system in Griffin, Georgia through February 28, 2003.



Insight LP is the general partner of Insight Midwest. Through Insight LP, we manage all of Insight Midwests systems and also manage certain systems owned by an
affiliate of Comcast Cable Holdings, LLC (Comcast Cable) (formerly known as AT&T Broadband, LLC), the owner of the remaining 50% interest in Insight Midwest.



Our other wholly owned subsidiary, Insight Interactive LLC, owns a 100% equity interest in SourceSuite, LLC the results of which have been
consolidated as of January 1, 2002 as a result of Insight Interactives acquisition of the remaining 50% equity interest from Source Media, Inc. in March 2002.



The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries, Insight LP and Insight
Interactive LLC.



Certain prior period amounts have been reclassified to
conform to the current period presentation.



2. Responsibility for Interim
Financial Statements



Our accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnote disclosures required by accounting principles generally accepted in the United Sates for complete financial statements.



In our opinion, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the consolidated
results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes to consolidated financial statements contained in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2002.



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2. Responsibility for Interim Financial Statements (continued)



The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2003 are not necessarily indicative of the results to be expected
for the year ending December 31, 2003 or any other interim period.



3.
Recent Accounting Pronouncements



In June 2001, the FASB issued SFAS No.
143, Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. We
adopted SFAS No. 143 on January 1, 2003, in accordance with the new statement. The adoption of SFAS No. 143 had no impact on our financial condition or results of operations.



In June 2002, the FASB issued SFAS No. 146, Accounting for Disposal Obligations, which became effective for us beginning January
1, 2003. SFAS No. 146 supersedes EITF Issue No. 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 addresses the
accounting for and disclosure of costs to terminate an existing contractual obligation (including but not limited to operating leases), incremental direct and other costs associated with the related disposal activity and termination benefits
(severance pay) provided to employees pursuant to a one-time benefit arrangement that does not constitute a preexisting or newly-created ongoing benefit plan. The adoption of SFAS No. 146 had no impact on our consolidated financial position or
results of operations.



In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure, which amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method used on reported results. The disclosure provisions
of SFAS No. 148 are effective for fiscal years ending after December 15, 2002.



Pursuant to SFAS No. 148, we have elected to continue to account for employee stock-based compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees, using an intrinsic value approach to measure compensation
expense. Accordingly, no compensation expense has been recognized for options granted to employees under the Plan since all such options were granted at exercise prices equal to or greater than fair market value on the date of grant.



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3. Recent Accounting Pronouncements (continued)



The following table summarizes relevant information as to our reported results under the intrinsic value method of accounting for stock
awards, with supplemental information, as if the fair value recognition provisions of SFAS No. 123 had been applied to each of the three and six month periods ended June 30, 2003 and 2002 (in thousands, except per share data):



|                                                                                             |  | Three months endedJune 30, |         |   | Six months endedJune 30, |  
|-------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | -
|                                                                                             |  | 2003                       |         |   | 2002                     |  
|Net loss attributable to common stockholders                                                 |  | $                          | (12,655 | ) |                          | $
|Stock-based compensation as reported, net of tax                                             |  |                            | 312     |   |                          |  
|Stock-based compensation determined under fair value based method for all awards, net of tax |  |                            | (1,835  | ) |                          |  
|                                                                                             |  |                            |         |   |                          |  
|Adjusted net loss attributable to common stockholders                                        |  | $                          | (14,178 | ) |                          | $
|                                                                                             |  |                            |         |   |                          |  
|Basic and diluted net loss per share, as reported                                            |  | $                          | (.21    | ) |                          | $
|                                                                                             |  |                            |         |   |                          |  
|Basic and diluted net loss per share, SFAS 123 adjusted                                      |  | $                          | (.24    | ) |                          | $
|                                                                                             |  |                            |         |   |                          |  



In January 2003, the FASB issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which requires variable interest entities (commonly referred to as SPEs) to be consolidated by the primary beneficiary of the entity if certain
criteria are met. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 become
effective during the third quarter of 2003. For variable interest entities acquired prior to February 1, 2003, any difference between the net amount added to the balance sheet and the amount of any previously recognized interest in the variable
interest entity will be recognized as a cumulative effect of an accounting change. We are currently evaluating the provisions of FIN 46 but do not believe the adoption of FIN 46 will have a significant impact on our consolidated financial position
or results of operations.



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4. Long-Lived Assets



Fixed assets consisted of:



|                                               |  | June 30,2003   |           |   | December 31,2002 |  
|---------------------------------------------- |  | -------------- | --------- | - | ---------------- | -
|                                               |  | (in thousands) |          
|Land, buildings and improvements               |  | $              | 37,930    |   |                  | $
|Cable system equipment                         |  |                | 1,941,485 |   |                  |  
|Furniture, fixtures and office equipment       |  |                | 17,467    |   |                  |  
|                                               |  |                |           |   |                  |  
|                                               |  |                | 1,996,882 |   |                  |  
|Less accumulated depreciation and amortization |  |                | (780,825  | ) |                  |  
|                                               |  |                |           |   |                  |  
|Total fixed assets, net                        |  | $              | 1,216,057 |   |                  | $
|                                               |  |                |           |   |                  |  



We recorded amortization expense of
$1.2 million and $2.3 million for the three and six months ended June 30, 2003 and $1.5 million and $3.0 million for the three and six months ended June 30, 2002. We estimate aggregate amortization expense, primarily related to deferred financing
costs, to be approximately $5.0 million for each of the five succeeding fiscal years.



5. Debt



Debt consisted of:



|                                         |  | June 30,2003   |           |   | December 31,2002 |  
|---------------------------------------- |  | -------------- | --------- | - | ---------------- | -
|                                         |  | (in thousands) |          
|Insight Ohio Credit Facility             |  | $              | 22,500    |   |                  | $
|Insight Midwest Holdings Credit Facility |  |                | 1,485,000 |   |                  |  
|Insight Midwest 93⁄4% Senior Notes         |  |                | 385,000   |   |                  |  
|Insight Midwest 101⁄2% Senior Notes        |  |                | 500,000   |   |                  |  
|Insight Inc. 121⁄4% Senior Discount Notes  |  |                | 360,000   |   |                  |  
|                                         |  |                |           |   |                  |  
|                                         |  |                | 2,752,500 |   |                  |  
|Less unamortized discount on notes       |  |                | (110,766  | ) |                  |  
|                                         |  |                |           |   |                  |  
|Total debt                               |  | $              | 2,641,734 |   |                  | $
|                                         |  |                |           |   |                  |  



Insight Midwest Holdings Credit
Facility



Insight Midwest Holdings, LLC (Insight Midwest
Holdings), a wholly owned subsidiary of Insight Midwest, which owns all of our cable television systems other than those located in Ohio, is party to a $1.75 billion credit facility. On March 28, 2002, we loaned $100.0 million to Insight
Midwest, $97.0 million of which was contributed to Insight Midwest Holdings in April 2002 for use in paying down the credit facility balance and in funding financing costs associated with the amendments, and $3.0 million



8



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5. Debt (continued)



of which was contributed to Insight Ohio as of March 28, 2002. Insight Midwest Holdings is permitted to make distributions to Insight Midwest for the purpose of
repaying our loan provided that there are no defaults existing under the credit facility. The loan to Insight Midwest bears annual interest of 9%, compounded semi-annually, has a scheduled maturity date of January 31, 2011 and permits prepayments.



Debt Principal Payments



As of June 30, 2003, principal payments required on our debt were as follows (in thousands):



|2003       |  | $ | 2,500    
|---------- |  | - | ---------
|2004       |  |   | 80,000   
|2005       |  |   | 81,250   
|2006       |  |   | 81,250   
|2007       |  |   | 81,250   
|Thereafter |  |   | 2,426,250
|           |  |   |          
|Total      |  | $ | 2,752,500
|           |  |   |          



Interest Rate Swap and Collar
Agreements



We enter into interest-rate swap and collar agreements to
modify the interest characteristics of our outstanding debt to either a floating or fixed rate basis. These agreements involve fixed and floating rate interest payments in exchange for floating and fixed rate interest receipts over the life of the
agreement without an exchange of the underlying principal amount. The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense related to the debt. The related amount payable or
receivable is included in other liabilities or assets.



Floating Rate to
Fixed Rate Swaps



As of June 30, 2003 and December 31, 2002, we had
entered into various interest rate swap and collar agreements effectively fixing interest rates between 5.0% and 5.9% on $435.0 million notional value of debt. Of the agreements outstanding as of June 30, 2003, $285.0 million expire in July 2003 and
$150.0 million expire in August 2004. We recorded $2.6 million and $2.7 million of accrued interest related to these agreements as of June 30, 2003 and December 31, 2002.



Fixed Rate to Floating Rate Swaps



In February 2003, we entered into two interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable
rates equal to six-month LIBOR, plus the applicable margin of approximately 7.7%, on $185.0 million notional value of debt. Six-month LIBOR ranged between 1.26% and 1.34% for February and March 2003. In May 2003, we settled these swaps and received
proceeds of $1.8 million and recorded a gain in this amount, which is included in other income.



9



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5. Debt (continued)



In July 2003, we entered into three new interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable
rates equal to six-month LIBOR, plus the applicable margin of approximately 8.4%, on $185.0 million notional value of debt.



6. Comprehensive Income (Loss)



Comprehensive income (loss) totaled ($10.1) million and $1.9 million for the three and six months ended June 30, 2003 and ($10.7) million and ($21.8) million for the
three and six months ended June 30, 2002. We own equity securities that are classified as available-for-sale and reported at market value, with unrealized gains and losses recorded as accumulated other comprehensive income or loss in the
accompanying consolidated balance sheets. In addition, we record the effective portion of certain derivatives gains or losses as accumulated other comprehensive income or loss in the accompanying consolidated balance sheets.



7. Related Party Transactions



Managed Systems



On March 17, 2000, we entered into a two-year management agreement with Comcast of Montana/Indiana/Kentucky/Ohio (formerly known as
InterMedia Partners Southeast), an affiliate of Comcast Cable, to provide management services to cable television systems owned by Comcast. The management agreement, which had been extended, was set to expire on June 30, 2003. On June 27, 2003, the
management agreement was further extended with the provision that either party may terminate the agreement at any time on 30 days notice. As of June 30, 2003, these systems served approximately 92,500 customers in the state of Indiana. We recognized
management fees in connection with this agreement of $576,000 and $1.2 million for the three and six months ended June 30, 2003 and $711,000 and $1.3 million for the three and six months ended June 30, 2002.



On February 28, 2003, Insight Communications Midwest exchanged with Comcast of
Montana/Indiana/Kentucky/Ohio the system we then owned in Griffin, Georgia, serving approximately 11,800 customers, plus $25.0 million, for the managed systems located in New Albany, Indiana and Shelbyville, Kentucky, together serving approximately
23,400 customers. Additionally, pursuant to the agreement, Insight Communications Midwest paid approximately $1.5 million as a closing adjustment to Comcast of Montana/Indiana/Kentucky/Ohio to complete the rebuild and upgrade of the Griffin, Georgia
system.



This system exchange was accounted for on that date as a sale of the
Griffin, Georgia system and a purchase of the New Albany, Indiana and Shelbyville, Kentucky systems. In connection with this system exchange, we recorded a gain of approximately $27.0 million equal to the difference between the fair value and
carrying value of the Griffin, Georgia system as of the closing date. Of the $64.5 million purchase price of the New Albany, Indiana and Shelbyville, Kentucky systems $31.9 million was



10



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7. Related Party Transactions (continued)



preliminarily allocated to such cable television systems assets acquired in relation to their fair values and $32.6 million was
preliminarily allocated to franchise costs.



Programming



We purchase the majority of our programming through affiliates of
Comcast Cable. Charges for such programming, including a 11⁄2% administrative fee, were $35.3 million and $70.8 million for the three and six months ended June 30, 2003 and $33.2 million and $64.2 million for the three and six months ended June
30, 2002. As of June 30, 2003 and December 31, 2002, $48.9 million and $22.6 million of accrued programming costs were due to affiliates of Comcast Cable. We believe that the programming rates charged through these affiliates are lower than those
available from independent parties.



Telephone Agreements



In July 2000, to facilitate delivery of telephone services we entered
into a ten-year agreement with AT&T Broadband (now known as Comcast Cable) that allows Insight Midwest to deliver local telephone service. Under the terms of the agreement, Insight Midwest leases certain capacity on our local network to Comcast
Cable. Revenue earned from leased network capacity used in the provision of telephone services was $1.4 million and $2.6 million for the three and six months ended June 30, 2003 and $339,000 and $581,000 for the three and six months ended June 30,
2002.



In addition, Insight Midwest provides certain services and support for
which it receives additional payments related to installations, marketing and billing support. Fee revenue earned in connection with installations is deferred and amortized over the expected term a telephone customer maintains their telephone
service, currently estimated to be three years. Marketing and billing support revenue is recognized in the period such services are performed.



Advertising Services



In October 1999, to facilitate the administration of our advertising services in our Kentucky Systems, we entered into an agreement expiring on January 1, 2004 with an
affiliate of AT&T Broadband (now known as Comcast Cable), which provides for this affiliate to perform all of our Kentucky advertising sales and related administrative services. We, through our Kentucky Systems, earned advertising revenues
through this affiliate of $5.2 million and $9.1 million for the three and six months ended June 30, 2003 and $3.8 million and $7.1 for the three and six months ended June 30, 2002. As of June 30, 2003 and December 31, 2002, we had $10.4 million and
$8.5 million as a receivable due from this affiliate included in other current assets. We pay this affiliate a fixed and variable fee for providing this service based on advertising sales cash flow growth. As of June 30, 2003 and December 31, 2002,
we had $576,000 and $308,000 recorded as payables to this affiliate related to such services.



11



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7. Related Party Transactions (continued)



SourceSuite



On March 14, 2002, Insight Interactive purchased the remaining 50% equity interest in SourceSuite that it did not already own from Source Media by tendering $10.2 million
face amount of Source Medias 12% bonds. The fair market value of such tendered bonds on March 14, 2002 was $205,000. The excess of the fair value of SourceSuites acquired assets and liabilities over the purchase price of $205,000,
totaling $571,000, was allocated as a reduction to long-lived assets based on their respective fair values. The operating results of SourceSuite have been consolidated in the accompanying financial statements effective January 1, 2002.



8. At Home Corporation



High-speed data service charges were incurred through February 28, 2002 as a result of
payments made to At Home Corporation (@Home), the former provider of high-speed data services for all of our systems, except for those located in Ohio. On September 28, 2001, @Home filed for protection under Chapter 11 of the Bankruptcy
Code. For the purpose of continuing service to existing customers and to resume the provisioning of service to new customers, we entered into an interim service arrangement that required that we pay $10.0 million to @Home to extend service for three
months through February 28, 2002. As a result of this arrangement we incurred approximately $4.1 million in excess of our original agreed-to cost for such services rendered from January 1, 2002 through February 28, 2002 which are presented as
high-speed data charges on our statement of operations.



9. Commitments and
Contingencies



Programming Contracts



We enter into long-term contracts with third parties who provide us with programming for
distribution over our cable television systems. These programming contracts are a significant part of our business and represent a substantial portion of our operating costs. Since future fees under such contracts are based on numerous variables,
including number and type of customers, we have not recorded any liabilities with respect to such contracts.



Litigation



In November 2000, we
filed a state court action against the City of Louisville for its grant, in September 2000, of a more favorable franchise to Knology, Inc. Upon commencement of this action, the City, pursuant to a provision in its franchise agreement with Knology,
automatically suspended Knologys franchise pending a court determination. Knology filed a federal court action against us seeking monetary damages and other relief for alleged violations of federal laws arising out of our having filed,
pursuant to the provisions of our own franchise agreement with the City, the state court action. In March 2001, the federal court preliminarily set aside the suspension of Knologys franchise. In May 2003, the



12



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



9. Commitments and Contingencies (continued)



federal court granted us summary judgment and dismissed six of Knologys 11 claims. The court granted summary judgment to Knology on
three claims, two of which resulted in permanently enjoining enforcement of the automatic suspension provision of Knologys franchise agreement and do not involve damages. The third such claim is for violation of Knologys first amendment
rights, which will proceed to trial solely on the issue of damages, and would result in an award of legal fees and court costs specific to such claim if upheld. The remaining undecided claims relate to allegations of anticompetitive conduct and are
to proceed to trial on the merits. We have petitioned the court for reconsideration on the undismissed claims or, in the alternative, to allow for immediate appeal. This petition is currently pending a hearing and determination by the court. The
federal court has stayed trial pending final resolution of the state court action. We continue to believe that we have substantial and meritorious defenses to the remaining asserted federal claims and intend to defend them vigorously. Consequently,
we have not recorded any loss reserves in the accompanying financial statements.



We are subject to various legal proceedings that arise in the ordinary course of business. While it is impossible to determine with certainty the ultimate outcome of these matters, it is our opinion that the resolution of these matters will
not have a material adverse affect on our consolidated financial condition.



10. Subsequent Event



On July 22, 2003, we issued a press
release announcing plans to refinance all of the obligations of Insight Ohio. As of June 30, 2003, these obligations were comprised of the Insight Ohio credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0
million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity)
conditionally guaranteed by Insight Ohio and for which Insight Ohio is obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial Communications of Central Ohio, Inc. (Coaxial). The
transactions will be accomplished through a refinancing of the $900 million term loan under the Insight Midwest Holdings credit facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750
billion. We estimate that we will record a loss on the extinguishment of the obligations of Insight Ohio of $8.3 million as a result of call premiums.



In connection with the refinancing transactions, we anticipate that we will have the opportunity, using approximately $30.0 million of our existing cash on hand, to
purchase the equity of Coaxial and satisfy our related put obligation to the Coaxial equity holders. As a consequence of the Coaxial purchase, we will beneficially own 800,000 shares of our outstanding common stock, which we expect to retire. The
proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of 2003.





13



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking Statements



Some of the information in this quarterly report contains forward-looking statements that
involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as may, will, expect, anticipate, believe, estimate and
continue or similar words. You should read statements that contain these words carefully because they:



| |  |  | discuss our future expectations;
| | - |  | --------------------------------



| |  |  | contain projections of our future results of operations or of our financial condition; or
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | state other forward-looking information.
| | - |  | ------------------------------------------



We believe it is important to communicate our expectations to our investors. However, there may be events in the future that we are not able to accurately predict or over
which we have no control. The risk factors listed in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2002, as well as any cautionary language in this quarterly report, provide examples of risks, uncertainties and events
that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Examples of these risks include our history and expectation of future net losses, our substantial debt, changes in laws and
regulations, increasing programming costs and competition. You should be aware that the occurrence of the events described in these risk factors and elsewhere in this quarterly report could have a material adverse effect on our business, operating
results and financial condition.



Results of Operations



Revenues are earned from customer fees for cable television programming services including
premium, digital and pay-per-view services and ancillary services, such as rental of converters and remote control devices, installations and from selling advertising. In addition, we earn revenues from providing high-speed data and from
facilitating the delivery of telephone services as well as from commissions for products sold through home shopping networks and management fees.



Some of the principal reasons for our net losses through June 30, 2003 include depreciation and amortization associated with our acquisitions and capital expenditures
related to construction and upgrading of our systems, and interest costs on borrowed money. Beginning January 1, 2002, we no longer record amortization expense associated with goodwill and franchise costs; however, we expect to continue to report
net losses for the foreseeable future. We cannot predict what impact, if any, continued losses will have on our ability to finance our operations in the future.



14



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The following table is derived for the periods presented from our consolidated financial statements that are included in
this report and sets forth certain statement of operations data for our consolidated operations:



|                                                    |  | Three MonthsEnded June 30, |         |   | Six MonthsEnded June 30, |  
|--------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | -
|                                                    |  | 2003                       |         |   | 2002                     |  
|                                                    |  | (in thousands)             |        
|Revenue                                             |  | $                          | 223,047 |   |                          | $
|Operating costs and expenses:                       |  |                            |         |   |                          |  
|Programming and other operating costs               |  |                            | 81,638  |   |                          |  
|Selling, general and administrative                 |  |                            | 46,951  |   |                          |  
|High-speed data charges                             |  |                            |        |   |                          |  
|Depreciation and amortization                       |  |                            | 60,275  |   |                          |  
|                                                    |  |                            |         |   |                          |  
|Total operating costs and expenses                  |  |                            | 188,864 |   |                          |  
|                                                    |  |                            |         |   |                          |  
|Operating income                                    |  |                            | 34,183  |   |                          |  
|Operating cash flow                                 |  |                            | 94,458  |   |                          |  
|Interest expense                                    |  |                            | 50,570  |   |                          |  
|Minority interest                                   |  |                            | 8,492   |   |                          |  
|Net loss                                            |  |                            | (7,452  | ) |                          |  
|Net cash provided by operating activities           |  |                            | 41,278  |   |                          |  
|Net cash used in investing activities               |  |                            | 44,230  |   |                          |  
|Net cash provided by (used in) financing activities |  |                            | 16,841  |   |                          |  



Operating cash flow is a financial
measure that is not calculated and presented in accordance with accounting principles generally accepted in the United States. We define operating cash flow as operating income or loss before depreciation and amortization. Operating cash flow
eliminates the uneven effect on operating income of non-cash depreciation of tangible assets and amortization of certain intangible assets and, therefore, is useful to management in measuring the overall operational strength and performance of our
company. A limitation of this measure, however, is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating our revenues. Management evaluates the costs of such tangible and intangible
assets through other financial measures such as capital expenditures and investment spending. Another limitation of operating cash flow is that it does not reflect income net of interest expense, which is a significant expense of our company because
of the substantial debt we incurred to acquire our cable television systems and finance the capital expenditures for the upgrade of our cable network.



Despite the limitations of operating cash flow, management believes that the presentation of this financial measure is relevant and useful for investors because it allows
investors to evaluate our performance in a manner similar to the method used by management. In addition, operating cash flow is commonly used in the cable television industry to analyze and compare cable television companies on the basis of
operating performance, although our measure of operating cash flow may not be directly comparable to similar measures used by other companies. Operating cash flow should not be regarded as an alternative to, or more meaningful than, either operating
income or net income as an indicator of operating performance or cash flows as a measure of liquidity, as well as other measures of financial performance reported in accordance with accounting principles generally accepted in the United States.



The following calculations of operating cash flow are not necessarily
comparable to similarly titled amounts of other companies:



|                              |  | Three MonthsEnded June 30, |        | Six MonthsEnded June 30,
|----------------------------- |  | -------------------------- | ------ | ------------------------
|                              |  | 2003                       |        | 2002                    
|                              |  | (in thousands)            
|Operating income              |  | $                          | 34,183 |                         
|Adjustment:                   |  |                            |        |                         
|Depreciation and amortization |  |                            | 60,275 |                         
|                              |  |                            |        |                         
|Operating cash flow           |  | $                          | 94,458 |                         
|                              |  |                            |        |                         



15



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Operating cash flow includes high-speed data charges of $4.1 million for the six months ended June 30, 2002 that were
excluded in previous reports filed by us.



Three Months Ended June 30, 2003
Compared to Three Months Ended June 30, 2002



The $22.2 million or 11%
increase in revenue was primarily a result of gains in our high-speed data and digital services, which increased 59% and 21% over the prior years quarter. In addition, our basic cable service revenue increased 7% primarily due to basic rate
increases.



Revenue by service offering were as follows for the three months
ended June 30 (in thousands):



|                              |  | 2003Revenue byServiceOffering |         | % of TotalRevenue |       |   | 2002Revenue byServiceOffering |   | % of TotalRevenue | 
|----------------------------- |  | ----------------------------- | ------- | ----------------- | ----- | - | ----------------------------- | - | ----------------- | 
|Basic                         |  | $                             | 133,625 |                   | 59.9  | % |                               | $ | 125,034           | 
|Digital                       |  |                               | 20,049  |                   | 9.0   | % |                               |   | 16,550            | 
|High-speed data               |  |                               | 22,352  |                   | 10.0  | % |                               |   | 14,080            | 
|Premium / analog pay-per-view |  |                               | 14,387  |                   | 6.5   | % |                               |   | 15,637            | 
|Telephone                     |  |                               | 2,796   |                   | 1.2   | % |                               |   | 1,130             | 
|Advertising                   |  |                               | 15,179  |                   | 6.8   | % |                               |   | 13,292            | 
|Franchise fees                |  |                               | 6,812   |                   | 3.1   | % |                               |   | 6,163             | 
|Other                         |  |                               | 7,847   |                   | 3.5   | % |                               |   | 8,938             | 
|                              |  |                               |         |                   |       |   |                               |   |                   | 
|Total                         |  | $                             | 223,047 |                   | 100.0 | % |                               | $ | 200,824           | 
|                              |  |                               |         |                   |       |   |                               |   |                   | 



Revenue Generating Units
(RGUs) were approximately 1,877,500 as of June 30, 2003 compared to approximately 1,707,000 as of June 30, 2002. This represents a growth rate of 10%. Giving effect to the Griffin swap, RGUs grew 9% from the prior year quarter. RGUs
represent the sum of basic, digital, high-speed data, and telephone customers.



Average monthly revenue per basic customer, including management fee revenue and SourceSuite revenue, was $57.10 for the three months ended June 30, 2003, compared to $51.63 for the three months ended June 30, 2002 primarily reflecting the
continued successful rollout of new product offerings in all markets. Average monthly revenue per basic customer for high-speed data and digital service increased to $10.85 for the three months ended June 30, 2003, up from $7.87 for the three months
ended June 30, 2002.



Programming and other operating costs increased $11.7
million or 17%. The increase was primarily attributable to a 9% increase in our programming costs due to increased programming, customers served and additional programming added in our newly rebuilt systems. The increase is also primarily
attributable to a 73% increase in our high-speed data costs due to increased customers served. Additionally, other operating costs increased as a result of a decrease in the amount of technical employee salaries capitalized due to the near
completion of our rebuild activity and increases in plant maintenance costs.



16



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Selling, general and administrative expenses increased $5.4 million or 13% primarily as a result of increased costs
related to annual salary increases and increases in payroll related costs for existing employees as well as the addition of new employees. Additionally, the increase is related to increased marketing costs to promote new and existing services and a
decrease in funds received for marketing support (recorded as a reduction to selling, general and administrative expenses) for new channel launches.



Depreciation and amortization expense increased $10.8 million or 22% primarily as a result of additional capital expenditures through June 30, 2003 to support the
continued rebuild of our Illinois systems, extend our plant and continue the rollout of digital, high-speed data and telephone services to existing and new service areas.



Operating cash flow increased $5.2 million or 6% primarily due to increased basic, digital and high-speed data revenue, offset by increases
in programming and other operating costs and selling, general and administrative costs.



Interest expense remained relatively flat quarter over quarter. The decrease of $261,000 or 1% is primarily as a result of lower interest rates, which averaged 7.7% for the three months ended June 30, 2003, versus 7.9% for the three months
ended June 30, 2002. Partially offsetting this decrease was higher outstanding debt, which averaged $2.63 billion for the three months ended June 30, 2003, versus $2.56 billion for the three months ended June 30, 2002.



Minority interest increased $4.3 million or 104% as a direct result of the increase in the
net loss attributable to common interests recorded by Insight Midwest.



For the
three months ended June 30, 2003, the net loss was $7.5 million.



17



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Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002



The $44.5 million or 11% increase in revenue was primarily the result of gains in our
high-speed data and digital services, which increased 66% and 23% over the prior years quarter. In addition, our basic cable service revenue increased 7% primarily due to basic rate increases.



Revenue by service offering were as follows for the six months ended June 30 (in thousands):



|                              |  | 2003Revenue byServiceOffering |         | % of TotalRevenue |       |   | 2002Revenue byServiceOffering |   | % of TotalRevenue | 
|----------------------------- |  | ----------------------------- | ------- | ----------------- | ----- | - | ----------------------------- | - | ----------------- | 
|Basic                         |  | $                             | 264,476 |                   | 60.4  | % |                               | $ | 247,340           | 
|Digital                       |  |                               | 39,181  |                   | 9.0   | % |                               |   | 31,982            | 
|High-speed data               |  |                               | 42,613  |                   | 9.7   | % |                               |   | 25,732            | 
|Premium / analog pay-per-view |  |                               | 29,091  |                   | 6.6   | % |                               |   | 31,014            | 
|Telephone                     |  |                               | 5,364   |                   | 1.2   | % |                               |   | 1,940             | 
|Advertising                   |  |                               | 27,714  |                   | 6.3   | % |                               |   | 24,823            | 
|Franchise fees                |  |                               | 13,514  |                   | 3.1   | % |                               |   | 12,551            | 
|Other                         |  |                               | 16,139  |                   | 3.7   | % |                               |   | 18,187            | 
|                              |  |                               |         |                   |       |   |                               |   |                   | 
|Total                         |  | $                             | 438,092 |                   | 100.0 | % |                               | $ | 393,569           | 
|                              |  |                               |         |                   |       |   |                               |   |                   | 



Average monthly revenue per basic
customer, including management fee revenue and SourceSuite revenue, was $56.22 for the six months ended June 30, 2003, compared to $50.71 for the six months ended June 30, 2002 primarily reflecting the continued successful rollout of new product
offerings in all markets. Average monthly revenue per basic customer for high-speed data and digital service increased to $10.50 for the six months ended June 30, 2003, up from $7.43 for the six months ended June 30, 2002.



Programming and other operating costs increased $21.4 million or 15%. The increase was
primarily attributable to a 9% increase in our programming costs due to increased programming, customers served and additional programming added in our newly rebuilt systems. The increase is also primarily attributable to a 39% increase in our
high-speed data costs due to increased customers served. Additionally, other operating costs increased as a result of a decrease in the amount of technical employee salaries capitalized due to the near completion of our rebuild activity and
increases in plant maintenance costs.



Selling, general and administrative
expenses increased $9.6 million or 12% primarily as a result of increased costs related to annual salary increases and increases in payroll related costs for existing employees as well as the addition of new employees. Additionally, the increase is
related to increased marketing costs to promote new and existing services and a decrease in funds received for marketing support (recorded as a reduction to selling, general and administrative expenses) for new channel launches.



18



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High-speed data service charges were incurred through February 28, 2002 as a result of payments made to @Home, the former
provider of high-speed data services for all of our systems, except for those located in Ohio. On September 28, 2001, @Home filed for protection under Chapter 11 of the Bankruptcy Code. For the purpose of continuing service to existing customers and
to resume the provisioning of service to new customers, we entered into an interim service arrangement that required us to pay $10.0 million to @Home to extend service for three months through February 28, 2002. As a result of this arrangement we
incurred approximately $4.1 million in excess of our original agreed-to cost for such services rendered through February 28, 2002.



Depreciation and amortization expense increased $17.3 million or 18% primarily as a result of additional capital expenditures through June 30, 2003 to support the
continued rebuild of our Illinois systems, extend our plant and continue the rollout of digital, high-speed data and telephone services to existing and new service areas.



Operating cash flow increased $17.6 million or 11% primarily due to increased basic, digital and high-speed data revenue, partially offset
by increases in programming and other operating costs and selling, general and administrative costs. In addition, the increase in operating cash flow is also attributable to the absence of high-speed data service charges to @Home for the six months
ended June 30, 2003 that were previously included in the adjustments to operating cash flow during the six months ended June 30, 2002.



Interest expense remained relatively flat period over period. The decrease of $750,000 or 1% is primarily as a result of lower interest rates, which averaged 7.8% for the
six months ended June 30, 2003, versus 8.1% for the six months ended June 30, 2002. Partially offsetting this decrease was higher outstanding debt, which averaged $2.61 billion for the six months ended June 30, 2003, versus $2.55 billion for the six
months ended June 30, 2002.



Minority interest decreased $12.1 million or 86%
due to Insight Midwests net income applicable to common interests recorded during the three months ended March 31, 2003 as a result of the $27.0 million gain recorded on the swap of our Griffin, GA system for the managed Shelbyville, KY and
New Albany, IN systems owned by Comcast of Montana/Indiana/Kentucky/Ohio.



For
the six months ended June 30, 2003, the net loss was $3.2 million.



Liquidity and Capital Resources



Our business requires cash
for operations, debt service, capital expenditures and acquisitions. The cable television business has substantial on-going capital requirements for the construction, expansion and maintenance of its broadband networks. Expenditures have primarily
been used to upgrade our existing cable network, and in the future will be used for network extensions, new services, converters and network upgrades. Historically, we have been able to meet our cash requirements with cash flow from operations,
borrowings under our credit facilities and issuances of private and public debt and equity.



Cash provided by operations for the six months ended June 30, 2003 and 2002 was $104.5 million and $49.4 million. The increase was primarily attributable to the increase in accrued programming costs during the six
months ended June 30, 2003 and the timing of cash receipts and payments related to the remaining working capital accounts.



19



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Cash used in investing activities for the six months ended June 30, 2003 and 2002 was $112.0 million and $131.4 million.
The decrease was primarily attributable to reduced capital spending during the six months ended June 30, 2003 due to the near completion of our system rebuilds offset by cash paid for the swap of our Griffin, GA system for the managed Shelbyville,
KY and New Albany, IN systems owned by Comcast of Montana/Indiana/Kentucky/Ohio.



Cash provided by (used in) financing activities for the six months ended June 30, 2003 and 2002 was $37.6 million and ($28.3) million. The change was primarily attributable to the absence of debt principal repayments under the Insight
Midwest Holdings Credit Facility offset by reduced new borrowings under the Insight Midwest Holdings Credit Facility. We contributed $7.0 million to Insight Ohio during each of the six months ended June 30, 2003 and 2002.



For the six months ended June 30, 2003 and 2002, we spent $84.1 million and $121.6 million in
capital expenditures largely to support our plant rebuild in Illinois which is estimated to be substantially completed by year-end, telephone deployment and success-based capital including interactive digital and high-speed data expansion.



On March 28, 2002, we loaned $100.0 million to Insight Midwest, $97.0 million
of which was contributed to Insight Midwest Holdings on April 18, 2002 for use in paying down the credit facility balance and in funding financing costs associated with the amendments, and $3.0 million of which was contributed to Insight Ohio on
March 28, 2002. Insight Midwest Holdings is permitted to make distributions to Insight Midwest for the purpose of repaying our loan provided that there are no defaults existing under the credit facility. The loan to Insight Midwest bears annual
interest of 9%, compounded semi-annually, has a scheduled maturity date of January 31, 2011 and permits prepayments.



On July 22, 2003, we issued a press release announcing plans to refinance all of the obligations of Insight Ohio. As of June 30, 2003, these obligations were comprised of
the Insight Ohio credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is obligated to make distributions in respect of the
Series A and Series B preferred interests held by Coaxial Communications of Central Ohio, Inc. (Coaxial). The transactions will be accomplished through a refinancing of the $900 million term loan under the Insight Midwest Holdings Credit
Facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion. We estimate that we will record a loss on the extinguishment of the obligations of Insight Ohio of $8.3 million as a
result of call premiums.



In connection with the refinancing
transactions, we anticipate that we will have the opportunity, using approximately $30.0 million of our existing cash on hand, to purchase the equity of Coaxial and satisfy our related put obligation to the Coaxial equity holders. As a consequence
of the Coaxial purchase, we will beneficially own 800,000 shares of our outstanding common stock, which we expect to retire. The proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is
expected to occur during the third quarter of 2003.



We have a substantial
amount of debt. Our high level of debt could have important consequences for you. Our investments in our operating subsidiaries, including Insight Midwest, constitute substantially all of our operating assets. Consequently, our subsidiaries conduct
all of our consolidated operations and own substantially all of our operating assets. Our principal source of cash we need to pay our obligations and to repay the principal amount of our debt obligations is the cash that our subsidiaries generate
from their operations and their borrowings. Our subsidiaries are not obligated to make funds



20



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available to us and are restricted by the terms of their indebtedness from doing so. Our ability to access the cash flow
of our subsidiaries may be contingent upon our ability to refinance the debt of our subsidiaries.



We believe that the Midwest Holdings Credit Facility, cash on-hand and our cash flow from operations are sufficient to support our current operating plan. We have the ability to draw upon $265.0 million of unused
availability under the Midwest Holdings Credit Facility as of June 30, 2003 to fund any shortfall resulting from the inability of Insight Midwests cash from operations to fund its capital expenditures, meet its debt service requirements or
otherwise fund its operations.



The following table summarizes our contractual
obligations and commitments, excluding interest, preferred dividends and commitments for programming, as of June 30, 2003, including periods in which the related payments are due (in thousands):



|                       |  | Long-Term Debt |           | PreferredInterests |   | OperatingLeases |  | Total
|---------------------- |  | -------------- | --------- | ------------------ | - | --------------- |  | -----
|2003                   |  | $              | 2,500     |                    | $ |                |  | $    
|2004                   |  |                | 80,000    |                    |   |                |  |      
|2005                   |  |                | 81,250    |                    |   |                |  |      
|2006                   |  |                | 81,250    |                    |   | 140,000         |  |      
|2007                   |  |                | 81,250    |                    |   |                |  |      
|Thereafter             |  |                | 2,426,250 |                    |   | 55,869          |  |      
|                       |  |                |           |                    |   |                 |  |      
|Total cash obligations |  | $              | 2,752,500 |                    | $ | 195,869         |  | $    
|                       |  |                |           |                    |   |                 |  |      



Item 3. Quantitative and
Qualitative Disclosure About Market Risk



Our revolving credit and term
loan agreements bear interest at floating rates. Accordingly, we are exposed to potential losses related to changes in interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. In order to
manage our exposure to interest rate risk, we enter into derivative financial instruments, typically interest rate swaps and collars. The counter-parties to our swap and collar agreements are major financial institutions.



As of June 30, 2003, we had entered into interest rate swaps that approximated $435.0
million, or 28.9%, of our borrowings under all of our credit facilities of which $285.0 million expires in July 2003 and $150.0 million expires in August 2004. A hypothetical 100 basis point increase in interest rates along the entire interest rate
yield curve would increase our annual interest expense by approximately $10.7 million.



In February 2003, we entered into two interest rate swap agreements whereby we swapped fixed rates under our 101⁄2% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of
approximately 7.7%, on $185.0 million notional value of debt. Six-month LIBOR ranged between 1.26% and 1.34% for February and March 2003. In May 2003, we settled these swaps and received proceeds of $1.8 million and recorded a gain in this amount,
which is included in other income.



21



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In July 2003, we entered into three new interest rate swap agreements whereby we swapped fixed rates under our 101⁄2%
senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 8.4%, on $185.0 million notional value of debt.



The fair market value and carrying value of our 93⁄4% senior notes, 101⁄2% senior notes and 121⁄4% senior discount notes was $1.26
billion and $1.13 billion as of June 30, 2003. The fair market value of our credit facility borrowings approximates its carrying value as the credit facility borrowings bear interest at floating rates of interest. As of June 30, 2003, the estimated
fair value (cost if terminated) of our interest rate swap and collar agreements was approximately ($7.5) million, which represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices
and is reflected in our financial statements as other non-current liabilities. Changes in the fair value of derivative financial instruments are either recognized in income or in stockholders equity as a component of accumulated other
comprehensive income (loss) depending on whether the derivative financial instruments qualify for hedge accounting.



Item 4. Controls and Procedures



Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures as of June 30, 2003. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed
by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.



There has not been any change in our internal control over financial reporting in connection
with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



See Note 9 to Notes to Consolidated Financial Statements.



Item 2. Changes in Securities



During the three months ended June 30, 2003, we issued 34,277 shares of Class A common stock in connection with our matching contributions to our 401(k) plan and granted
stock options to certain of our employees, directors and external consultants to purchase an aggregate of 66,072 shares of Class A common stock. The issuances of common stock and grants of stock options were not registered under the Securities Act
of 1933 because such issuances and grants either did not involve an offer or sale for purposes of Section 2(a)(3) of the Securities Act of 1933, in reliance on the fact that the matching contributions and stock options were issued and granted for no
consideration, or were offered and sold in transactions not involving a public offering, exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) and in compliance with Rule 506 thereunder.



Item 4. Submission of Matters to a Vote of Security Holders



On May 6, 2003, we held our annual meeting of stockholders to (i) elect seven directors to
serve for a term of one year, (ii) approve our 1999 Equity Incentive Plan and (iii) ratify the selection of our independent auditors for the year ending December 31, 2003.



The following individuals were elected to serve as directors for a term of one year:



|                    |  | Vote For    |  | Vote Withheld
|------------------- |  | ----------- |  | -------------
|Sidney R. Knafel    |  | 124,064,863 |  | 8,957,485    
|Michael S. Willner  |  | 124,064,933 |  | 8,957,415    
|Kim D. Kelly        |  | 124,064,720 |  | 8,957,628    
|Thomas L. Kempner   |  | 129,222,161 |  | 3,800,187    
|James S. Marcus     |  | 129,238,046 |  | 3,784,302    
|Prakash A. Melwani  |  | 129,238,266 |  | 3,784,082    
|Daniel S. OConnell |  | 129,238,266 |  | 3,784,082    



These individuals constituted our
entire Board of Directors and served as our directors immediately preceding the annual meeting. Effective July 11, 2003, Mr. Melwani resigned from the board of directors.



The stockholders approved our 1999 Equity Incentive Plan. The result of the vote was as follows:



|Vote For    |  | Vote Against |  | Abstained
|----------- |  | ------------ |  | ---------
|109,798,813 |  | 18,654,928   |  | 4,568,607



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The stockholders ratified the selection of Ernst & Young LLP as our independent auditors for the year ending December
31, 2003. The result of the vote was as follows:



|Vote For    |  | Vote Against |  | Abstained
|----------- |  | ------------ |  | ---------
|132,600,797 |  | 420,626      |  | 925      



Item 6. Exhibits and Reports on
Form 8-K



(a) Exhibits:



|   | 
|-- | 
|31 | 
|   | 
|32 | 



(b) Reports on Form 8-K:



We filed the following report on Form 8-K during the three months ended
June 30, 2003:



| |  |  | On May 7, 2003, relating to and attaching our press release announcing our first quarter 2003 results (Items 7 and 9).
| | - |  | ----------------------------------------------------------------------------------------------------------------------



SIGNATURES



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



|Date: August 1, 2003 |  | INSIGHT COMMUNICATIONS COMPANY, INC.             
|-------------------- |  | -------------------------------------------------
|                     | 
|                     |  | /s/    DINESH C.
JAIN                            
|                     |  | Dinesh C. Jain                                   
|                     |  | Senior Vice President and Chief Financial Officer
|                     |  | (Principal Financial Officer)                    



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