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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



For the Quarterly Period Ended September 30,
2004



Commission file number 0-26677



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INSIGHT COMMUNICATIONS COMPANY, INC.

(Exact name of registrant as specified
in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-4053502                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|810 7thAvenue New 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 October 22, 2004
|Class A Common Stock, $.01 Par Value |  | 50,893,106                     
|Class B Common Stock, $.01 Par Value |  | 8,879,468                      



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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 for the year ended December 31, 2003.



1



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INSIGHT COMMUNICATIONS COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)



|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                |  | September 30,2004 |           |   | December 31,2003 |  
|                                                                                                                                                |  | unaudited         |           |   |                  |  
|Assets                                                                                                                                          |  |                   |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                                       |  | $                 | 96,130    |   |                  | $ | 60,172    |  
|Investments                                                                                                                                     |  |                   | 4,850     |   |                  |   | 4,078     |  
|Trade accounts receivable, net of allowance for doubtful accounts of $1,049 and $1,123 as of September 30, 2004 and December 31,
2003           |  |                   | 25,806    |   |                  |   | 29,313    |  
|Launch funds receivable                                                                                                                         |  |                   | 2,709     |   |                  |   | 9,421     |  
|Prepaid expenses and other assets                                                                                                               |  |                   | 13,576    |   |                  |   | 17,446    |  
|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total current assets                                                                                                                            |  |                   | 143,071   |   |                  |   | 120,430   |  
|                                                                                                                                                |  |                  
|Fixed assets, net                                                                                                                               |  |                   | 1,173,916 |   |                  |   | 1,216,304 |  
|Goodwill                                                                                                                                        |  |                   | 72,430    |   |                  |   | 72,430    |  
|Franchise costs, net of accumulated amortization of $359,229 as of September 30, 2004 and December 31, 2003                                     |  |                   | 2,361,959 |   |                  |   | 2,361,959 |  
|                                                                                                                                                |  |                  
|Deferred financing costs, net of accumulated amortization of $17,574 and $13,676 as of September 30, 2004 and December 31,
2003                 |  |                   | 29,210    |   |                  |   | 33,288    |  
|Other non-current assets                                                                                                                        |  |                   | 6,649     |   |                  |   | 5,244     |  
|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total assets                                                                                                                                    |  | $                 | 3,787,235 |   |                  | $ | 3,809,655 |  
|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Liabilities and stockholders equity                                                                                                            |  |                   |           |   |                  |   |           |  
|Accounts payable                                                                                                                                |  | $                 | 23,271    |   |                  | $ | 30,417    |  
|Accrued expenses and other liabilities                                                                                                          |  |                   | 36,013    |   |                  |   | 34,182    |  
|Accrued property taxes                                                                                                                          |  |                   | 25,605    |   |                  |   | 22,954    |  
|Accrued programming costs                                                                                                                       |  |                   | 49,754    |   |                  |   | 43,261    |  
|Deferred revenue                                                                                                                                |  |                   | 10,367    |   |                  |   | 10,061    |  
|Interest payable                                                                                                                                |  |                   | 47,747    |   |                  |   | 23,315    |  
|Debt  current portion                                                                                                                          |  |                   | 78,188    |   |                  |   | 62,250    |  
|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total current liabilities                                                                                                                       |  |                   | 270,945   |   |                  |   | 226,440   |  
|                                                                                                                                                |  |                  
|Deferred revenue                                                                                                                                |  |                   | 3,283     |   |                  |   | 4,523     |  
|Debt                                                                                                                                            |  |                   | 2,736,398 |   |                  |   | 2,786,041 |  
|Other non-current liabilities                                                                                                                   |  |                   | 1,864     |   |                  |   | 5,742     |  
|                                                                                                                                                |  |                  
|Minority interest                                                                                                                               |  |                   | 232,377   |   |                  |   | 229,790   |  
|                                                                                                                                                |  |                  
|Stockholders equity:                                                                                                                           |  |                   |           |   |                  |   |           |  
|Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares issued and outstanding as of September 30, 2004 and December 31,
2003 |  |                   |          |   |                  |   |          |  
|Common stock; $.01 par value:                                                                                                                   |  |                   |           |   |                  |   |           |  
|Class A - 300,000,000 shares authorized; 50,893,106 and 50,685,317 shares issued and outstanding as of September 30, 2004 and December 31,
2003 |  |                   | 509       |   |                  |   | 507       |  
|Class B - 100,000,000 shares authorized; 8,879,468 shares issued and outstanding as of September 30, 2004 and December 31,
2003                 |  |                   | 88        |   |                  |   | 88        |  
|Additional paid-in-capital                                                                                                                      |  |                   | 817,034   |   |                  |   | 816,600   |  
|Accumulated deficit                                                                                                                             |  |                   | (266,262  | ) |                  |   | (246,471  | )
|Deferred stock compensation                                                                                                                     |  |                   | (9,495    | ) |                  |   | (13,582   | )
|Accumulated other comprehensive income (loss)                                                                                                   |  |                   | 494       |   |                  |   | (23       | )
|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total stockholders equity                                                                                                                      |  |                   | 542,368   |   |                  |   | 557,119   |  
|                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                                      |  | $                 | 3,787,235 |   |                  | $ | 3,809,655 |  
|                                                                                                                                                |  |                   |           |   |                  |   |           |  



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 endedSeptember 30, |         |   | Nine months endedSeptember 30, |  
|                                                                                                                                 |  | 2004                            |         |   | 2003                           |   |         | 2004 |  |   | 2003     |  
|                                                                                                                                 |  |                                 |         |   | restated                       |   |         |      |  |   | restated |  
|Revenue                                                                                                                          |  | $                               | 250,516 |   |                                | $ | 228,395 |      |  | $ | 739,910  |   |  | $ | 666,487  |  
|                                                                                                                                 |  |                                 |         |  
|Operating costs and expenses:                                                                                                    |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Programming and other operating costs                                                                                            |  |                                 | 87,522  |   |                                |   | 81,655  |      |  |   | 264,277  |   |  |   | 243,161  |  
|Selling, general and administrative                                                                                              |  |                                 | 57,920  |   |                                |   | 48,240  |      |  |   | 163,049  |   |  |   | 140,285  |  
|Depreciation and amortization                                                                                                    |  |                                 | 60,360  |   |                                |   | 56,667  |      |  |   | 180,381  |   |  |   | 171,936  |  
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Total operating costs and expenses                                                                                               |  |                                 | 205,802 |   |                                |   | 186,562 |      |  |   | 607,707  |   |  |   | 555,382  |  
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Operating income                                                                                                                 |  |                                 | 44,714  |   |                                |   | 41,833  |      |  |   | 132,203  |   |  |   | 111,105  |  
|                                                                                                                                 |  |                                 |         |  
|Other income (expense):                                                                                                          |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Gain on cable system exchange                                                                                                    |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   | 26,992   |  
|Interest expense                                                                                                                 |  |                                 | (49,228 | ) |                                |   | (54,291 | )    |  |   | (150,165 | ) |  |   | (156,307 | )
|Interest income                                                                                                                  |  |                                 | 174     |   |                                |   | 296     |      |  |   | 423      |   |  |   | 778      |  
|Other income (expense)                                                                                                           |  |                                 | 475     |   |                                |   | (1,134  | )    |  |   | (1,701   | ) |  |   | 681      |  
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Total other expense, net                                                                                                         |  |                                 | (48,579 | ) |                                |   | (55,129 | )    |  |   | (151,443 | ) |  |   | (127,856 | )
|                                                                                                                                 |  |                                 |         |  
|Loss before minority interest, investment activity, extinguishments of obligations, gain on contract settlement and income
taxes |  |                                 | (3,865  | ) |                                |   | (13,296 | )    |  |   | (19,240  | ) |  |   | (16,751  | )
|Minority interest expense                                                                                                        |  |                                 | (1,597  | ) |                                |   | (9,792  | )    |  |   | (877     | ) |  |   | (7,778   | )
|Loss from early extinguishments of debt                                                                                          |  |                                 |        |   |                                |   | (10,879 | )    |  |   |         |   |  |   | (10,879  | )
|Loss on settlement of put obligation                                                                                             |  |                                 |        |   |                                |   | (11,979 | )    |  |   |         |   |  |   | (11,979  | )
|Gain on settlement of programming contract                                                                                       |  |                                 |        |   |                                |   | 37,137  |      |  |   |         |   |  |   | 37,137   |  
|Impairment write-down of investments                                                                                             |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   | (1,500   | )
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Loss before income taxes                                                                                                         |  |                                 | (5,462  | ) |                                |   | (8,809  | )    |  |   | (20,117  | ) |  |   | (11,750  | )
|Benefit (provision) for income taxes                                                                                             |  |                                 | 15      |   |                                |   | 521     |      |  |   | 326      |   |  |   | 2,392    |  
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Net loss                                                                                                                         |  |                                 | (5,447  | ) |                                |   | (8,288  | )    |  |   | (19,791  | ) |  |   | (9,358   | )
|Accrual of preferred interests                                                                                                   |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   | (10,353  | )
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Net loss applicable to common stockholders                                                                                       |  | $                               | (5,447  | ) |                                | $ | (8,288  | )    |  | $ | (19,791  | ) |  | $ | (19,711  | )
|                                                                                                                                 |  |                                 |         |   |                                |   |         |      |  |   |          |   |  |   |          |  
|Basic and diluted loss per share attributable to common stockholders                                                             |  | $                               | (.09    | ) |                                | $ | (.14    | )    |  | $ | (.33     | ) |  | $ | (.33     | )
|Basic and diluted weighted-average shares outstanding                                                                            |  |                                 | 59,758  |   |                                |   | 59,393  |      |  |   | 59,711   |   |  |   | 59,332   |  



See accompanying
notes



3



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INSIGHT COMMUNICATIONS COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                                |  |                                |          |   |          |   |          |  
|------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | -------- | - | -------- | -
|                                                                                |  | Nine months endedSeptember 30, |         
|                                                                                |  | 2004                           |          |   | 2003     |  
|                                                                                |  |                                |          |   | restated |  
|Operating activities:                                                           |  |                                |          |   |          |   |          |  
|Net loss                                                                        |  | $                              | (19,791  | ) |          | $ | (9,358   | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                |          |   |          |   |          |  
|Depreciation and amortization                                                   |  |                                | 180,381  |   |          |   | 171,936  |  
|Impairment of investments                                                       |  |                                |         |   |          |   | 1,500    |  
|Non-cash consulting expense                                                     |  |                                | 45       |   |          |   | 45       |  
|Loss (gain) on interest rate swaps                                              |  |                                | (249     | ) |          |   | 1,201    |  
|Realized gain on sale of Liberate                                               |  |                                | (386     | ) |          |   |         |  
|Loss (gain) on early extinguishments of debt                                    |  |                                | 127      |   |          |   | 2,616    |  
|Settlement of put obligation                                                    |  |                                |         |   |          |   | (7,100   | )
|Gain on settlement of programming contract                                      |  |                                |         |   |          |   | (34,819  | )
|Gain on cable systems exchange                                                  |  |                                |         |   |          |   | (26,992  | )
|Minority interest                                                               |  |                                | 877      |   |          |   | 7,778    |  
|Provision for losses on trade accounts receivable                               |  |                                | 13,803   |   |          |   | 9,712    |  
|Contribution of stock to 401(k) Plan                                            |  |                                | 1,309    |   |          |   | 1,299    |  
|Amortization of note discount                                                   |  |                                | 25,942   |   |          |   | 24,624   |  
|Benefit for income taxes                                                        |  |                                | (326     | ) |          |   | (2,392   | )
|Changes in operating assets and liabilities, net of the effect of acquisitions: |  |                                |          |   |          |   |          |  
|Trade accounts receivable                                                       |  |                                | (10,296  | ) |          |   | (7,704   | )
|Launch fund receivable                                                          |  |                                | 6,712    |   |          |   | (2,402   | )
|Prepaid expenses and other assets                                               |  |                                | 2,620    |   |          |   | (7,673   | )
|Accounts payable                                                                |  |                                | (7,146   | ) |          |   | 1,634    |  
|Accrued expenses and other liabilities                                          |  |                                | 34,097   |   |          |   | 47,427   |  
|                                                                                |  |                                |          |   |          |   |          |  
|Net cash provided by operating activities                                       |  |                                | 227,719  |   |          |   | 171,332  |  
|                                                                                |  |                                |          |   |          |   |          |  
|Investing activities:                                                           |  |                                |          |   |          |   |          |  
|Purchase of fixed assets                                                        |  |                                | (130,895 | ) |          |   | (131,133 | )
|Sale of fixed assets                                                            |  |                                | 952      |   |          |   |         |  
|Purchase of intangible assets                                                   |  |                                | (107     | ) |          |   | (815     | )
|Purchase of investments                                                         |  |                                | (1,481   | ) |          |   | (980     | )
|Purchase of Coaxial interests                                                   |  |                                |         |   |          |   | (10,321  | )
|Sale of investments                                                             |  |                                | 602      |   |          |   |         |  
|Purchase of cable television systems, net                                       |  |                                |         |   |          |   | (26,475  | )
|                                                                                |  |                                |          |   |          |   |          |  
|Net cash used in investing activities                                           |  |                                | (130,929 | ) |          |   | (169,724 | )
|                                                                                |  |                                |          |   |          |   |          |  
|Financing activities:                                                           |  |                                |          |   |          |   |          |  
|Distributions of preferred interests                                            |  |                                |         |   |          |   | (11,554  | )
|Net borrowings (repayment) of credit facilities                                 |  |                                | (52,688  | ) |          |   | 187,000  |  
|Repayment of Coaxial notes                                                      |  |                                |         |   |          |   | (195,869 | )
|Repurchase of senior discount notes                                             |  |                                | (8,134   | ) |          |   |         |  
|Debt issuance costs                                                             |  |                                | (10      | ) |          |   | (2,140   | )
|Proceeds from exercise of stock options                                         |  |                                |         |   |          |   | 115      |  
|                                                                                |  |                                |          |   |          |   |          |  
|Net cash used in financing activities                                           |  |                                | (60,832  | ) |          |   | (22,448  | )
|                                                                                |  |                                |          |   |          |   |          |  
|Net increase (decrease) in cash and cash equivalents                            |  |                                | 35,958   |   |          |   | (20,840  | )
|Cash and cash equivalents, beginning of period                                  |  |                                | 60,172   |   |          |   | 74,850   |  
|                                                                                |  |                                |          |   |          |   |          |  
|Cash and cash equivalents, end of period                                        |  | $                              | 96,130   |   |          | $ | 54,010   |  
|                                                                                |  |                                |          |   |          |   |          |  



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 operating subsidiaries, Insight
Communications Midwest, LLC (Insight Communications Midwest), Insight Kentucky Partners II, 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 2.4 million homes and served approximately 1.3 million customers as of September 30, 2004. In addition, we also owned and operated a cable television system in
Griffin, Georgia through February 28, 2003. Our other wholly owned subsidiary, Interactive Cable Services, LLC, owns a 100% equity interest in Insight Interactive, LLC.



Insight LP is the general partner of Insight Midwest. Through Insight LP, we manage all of Insight Midwests systems and, through July
31, 2004, managed 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.



The accompanying consolidated financial statements include our accounts and those of our
wholly owned subsidiaries, Insight LP and Insight Cable Services, 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 States for complete financial statements.



In
our opinion, the consolidated financial statements reflect all adjustments considered necessary for a fair presentation 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 for the year ended December 31, 2003.



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 nine months ended September 30, 2004
are not necessarily indicative of the results to be expected for the year ending December 31, 2004 or any other interim period.



5



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3. Stock-Based Compensation



Pursuant
to SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, 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 our stock option plan since all such options were granted at exercise
prices equal to the fair market value on the date of grant.



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, Accounting for
Stock-Based Compensation, had been applied to each of the three and nine month periods ended September 30, 2004 and 2003 (in thousands, except per share data):



|                                                                                                            |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | -------- | - |  | - | ------- | -
|                                                                                                            |  | Three months endedSeptember 30, |        |   | Nine months endedSeptember 30, |  
|                                                                                                            |  | 2004                            |        |   | 2003                           |   |        | 2004 |  |   | 2003     |  
|                                                                                                            |  |                                 |        |   | restated                       |   |        |      |  |   | restated |  
|Net loss attributable to common stockholders                                                                |  | $                               | (5,447 | ) |                                | $ | (8,288 | )    |  | $ | (19,791  | ) |  | $ | (19,711 | )
|Stock-based compensation as reported, net of tax                                                            |  |                                 | 959    |   |                                |   | 429    |      |  |   | 3,204    |   |  |   | 1,054   |  
|Stock-based compensation determined under fair value based method for all awards (SFAS No. 123), net of tax |  |                                 | (2,466 | ) |                                |   | (1,976 | )    |  |   | (6,823   | ) |  |   | (5,632  | )
|                                                                                                            |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |         |  
|Adjusted net loss attributable to common stockholders                                                       |  | $                               | (6,954 | ) |                                | $ | (9,835 | )    |  | $ | (23,410  | ) |  | $ | (24,289 | )
|                                                                                                            |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |         |  
|Basic and diluted net loss per share, as reported                                                           |  | $                               | (.09   | ) |                                | $ | (.14   | )    |  | $ | (.33     | ) |  | $ | (.33    | )
|                                                                                                            |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |         |  
|Basic and diluted net loss per share, SFAS 123 adjusted                                                     |  | $                               | (.12   | ) |                                | $ | (.17   | )    |  | $ | (.39     | ) |  | $ | (.41    | )
|                                                                                                            |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |         |  



On November 7, 2003, we commenced an
offer to exchange certain outstanding stock options granted under our 1999 Equity Incentive Plan. The number of options eligible for exchange under this program was 2,852,932. Based on the election of eligible employees, we canceled 2,802,314
options on December 9, 2003 and granted 1,612,424 replacement options on June 14, 2004 with an exercise price of $9.12, the closing price on the date of grant.



4. Loss Per Share



Basic loss per share is computed using the average shares outstanding during the period. Diluted loss per share is equal to basic loss per share as we generated net losses for the three and nine months ended September
30, 2004 and 2003, thereby making the potential effects of dilutive securities anti-dilutive. Securities that could potentially dilute basic earnings per share in the future include stock options and restricted stock units.



6



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5. Restatement



As previously disclosed
in our Form 10-K for the year ended December 31, 2003, during the fourth quarter of 2003, we determined that we had incorrectly accounted for the impact of minority interests related to our interest rate swap agreements which convert the interest on
a portion of our variable rate senior credit facility to a fixed rate. In addition, we had not reduced our deferred tax asset and related valuation allowance related to such swaps through other comprehensive income for subsequent changes in our
deferred tax position. We have therefore restated our financial statements for the three and nine months ended September 30, 2003. The restatement does not impact our revenue, operating income or loss before income taxes. The following table
summarizes the impact of the restatement on our consolidated statement of operations for the periods presented below:



|                                                                     |  |                                          |        |   |                                     |   |        |            |  |   |          |   |  |   |         |  
|-------------------------------------------------------------------- |  | ---------------------------------------- | ------ | - | ----------------------------------- | - | ------ | ---------- |  | - | -------- | - |  | - | ------- | -
|                                                                     |  | Three months endedSeptember 30, 2003     |        |   | Nine months endedSeptember 30, 2003 |  
|                                                                     |  | AsReported                               |        |   | Restated                            |   |        | AsReported |  |   | Restated |  
|                                                                     |  | (in thousands, except per share amounts) |       
|Benefit (provision) for income taxes                                 |  | $                                        |       |   |                                     | $ | 521    |            |  | $ | (250     | ) |  | $ | 2,392   |  
|Net loss                                                             |  |                                          | (8,809 | ) |                                     |   | (8,288 | )          |  |   | (12,000  | ) |  |   | (9,358  | )
|Net loss applicable to common stockholders                           |  |                                          | (8,809 | ) |                                     |   | (8,288 | )          |  |   | (22,353  | ) |  |   | (19,711 | )
|Basic and diluted loss per share attributable to common stockholders |  |                                          | (.15   | ) |                                     |   | (.14   | )          |  |   | (.38     | ) |  |   | (.33    | )



6. Investments



During January and February 2004, we sold a total of 150,000 shares of Liberate common
stock. We received net proceeds of $595,000 and recorded a net gain on the sale of $381,000 that has been included in other income in our consolidated statements of operations for the nine months ended September 30, 2004. As of September 30, 2004,
we had 441,000 shares available for sale with a fair value of $1.1 million.



7. Fixed Assets



|                                               |  |                   |            |   |                  |   |           |  
|---------------------------------------------- |  | ----------------- | ---------- | - | ---------------- | - | --------- | -
|                                               |  | September 30,2004 |            |   | December 31,2003 |  
|                                               |  | (in thousands)    |           
|Land, buildings and improvements               |  | $                 | 43,380     |   |                  | $ | 40,196    |  
|Cable system equipment                         |  |                   | 2,171,172  |   |                  |   | 2,051,559 |  
|Furniture, fixtures and office equipment       |  |                   | 18,417     |   |                  |   | 17,862    |  
|                                               |  |                   |            |   |                  |   |           |  
|                                               |  |                   | 2,232,969  |   |                  |   | 2,109,617 |  
|Less accumulated depreciation and amortization |  |                   | (1,059,053 | ) |                  |   | (893,313  | )
|                                               |  |                   |            |   |                  |   |           |  
|Total fixed assets, net                        |  | $                 | 1,173,916  |   |                  | $ | 1,216,304 |  
|                                               |  |                   |            |   |                  |   |           |  



We recorded depreciation expense of
$58.1 million and $173.2 million for the three and nine months ended September 30, 2004 and $55.0 million and $167.3 million for the three and nine months ended September 30, 2003.



7



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



8. Debt



|                                          |  |                   |           |   |                  |   |           |  
|----------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                          |  | September 30,2004 |           |   | December 31,2003 |  
|                                          |  | (in thousands)    |          
|Insight Midwest Holdings Credit Facility  |  | $                 | 1,503,313 |   |                  | $ | 1,556,000 |  
|Insight Midwest 93⁄4% Senior Notes          |  |                   | 385,000   |   |                  |   | 385,000   |  
|Insight Midwest 101⁄2% Senior Notes         |  |                   | 630,000   |   |                  |   | 630,000   |  
|Insight Inc. 121⁄4% Senior Discount Notes   |  |                   | 350,000   |   |                  |   | 360,000   |  
|                                          |  |                   |           |   |                  |   |           |  
|                                          |  |                   | 2,868,313 |   |                  |   | 2,931,000 |  
|Net unamortized discount/premium on notes |  |                   | (54,695   | ) |                  |   | (82,503   | )
|Market value of interest rate swaps       |  |                   | 968       |   |                  |   | (206      | )
|                                          |  |                   |           |   |                  |   |           |  
|Total debt                                |  | $                 | 2,814,586 |   |                  | $ | 2,848,291 |  
|                                          |  |                   |           |   |                  |   |           |  



Insight Midwest Holdings $1.975
Billion Credit Facility



Insight Midwest Holdings, LLC, a wholly owned
subsidiary of Insight Midwest, holds all of the outstanding equity of each of our operating subsidiaries and serves as borrower under a $1.975 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 of which was contributed to Insight Ohio as of March
28, 2002. Insight Midwest Holdings is permitted under the credit facility to make distributions to Insight Midwest for the purpose of repaying our loan, including accrued interest, 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 August 26, 2003 we amended the Insight Midwest Holdings Credit Facility in connection with our refinancing of all the obligations and
conditionally guaranteed obligations of Insight Ohio. The amendment increased the Term B loan portion of the credit facility from $900.0 million to $1.125 billion, which increased the total facility size to $1.975 billion from $1.750 billion. We had
the ability to draw upon $258.6 million on September 30, 2004. We recorded $2.2 million of deferred financing costs associated with this amendment that is being amortized over the remaining term of the credit facility.



On August 29, 2003, Insight Midwest Holdings distributed $22.0 million to Insight Midwest
which, in turn, contributed this amount to Insight Ohio for the purpose of repaying the Insight Ohio Credit Facility. Simultaneously, Insight Ohio used these proceeds plus cash on hand to repay the then outstanding balance of the Insight Ohio Credit
Facility of $22.5 million plus accrued interest.



Ohio Refinancing



On August 21, 1998, Insight LP and Coaxial Communications of Central
Ohio, Inc. (Coaxial) entered into a contribution agreement pursuant to which Coaxial contributed to Insight Ohio substantially all of the assets and liabilities of its cable television systems located in Columbus, Ohio and Insight LP
contributed $10.0 million in cash to Insight Ohio. As a result of the contribution, Coaxial owned 25% of the non-voting common equity and Insight LP, through its subsidiary Insight Holdings of Ohio, LLC, owned 75% of the non-voting common equity of
Insight Ohio. In addition, Coaxial also received two separate series of voting preferred equity (Series A Preferred Interest$140 million and Series B Preferred Interest$30 million) of Insight Ohio.



8



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



8. Debt (continued)



The Voting
Preferred Interests provided for cash distributions to Coaxial and certain of its affiliates in amounts equal to the payments required on the 10% Senior Notes and the 127/8% Senior Discount Notes. Insight Ohio was required to redeem the Series A Preferred Interests in August 2006 and the Series B Preferred Interest in August 2008. The Senior Notes
and Senior Discount Notes were conditionally guaranteed by Insight Ohio.



On August 8, 2000, Insight Ohio purchased Coaxials 25% non-voting common equity interest. The purchase price was 800,000 shares of our common stock and cash in the amount of $2.6 million. In connection with the purchase, Insight
Ohios operating agreement was amended to, among other things, remove certain participating rights of the principals of Coaxial and certain of its affiliates. Additionally, the agreement was amended to incorporate 70% of Insight Ohios
total voting power into the common equity interests of Insight Ohio and 30% of Insight Ohios total voting power into the Preferred Interests of Insight Ohio.



As a result of this transaction, the financial results of Insight Ohio were consolidated with our financial results effective January 1,
2000, with minority interest recorded for the 25% common interest owned by Coaxial through August 8, 2000. In connection with this transaction, Insight LP recorded a step-up in fair value of Insight Ohios assets of $229.2 million, which
represents the difference between the purchase price and its equity in Insight Ohios net assets in excess of Insight Ohios net assets. This amount was allocated to franchise costs and goodwill.



Although the financial results of Insight Ohio since 2000 have been consolidated as a result
of this transaction, for financing purposes, until September 29, 2003, Insight Ohio was an unrestricted subsidiary of ours and was prohibited by the terms of its indebtedness from making distributions to us.



On September 25, 2003, we purchased all the outstanding equity of the owners of Coaxial,
which held the preferred interests of Insight Ohio and 800,000 shares of our stock, for $29.4 million. The purchase was financed through existing cash on hand. Additionally, the Purchase and Option Agreement, dated August 8, 2000, was terminated. In
connection with the purchase, we recorded a loss on the settlement of the put obligation of $12.0 million.



In connection with these transactions, we retired the 800,000 shares of our stock held by Coaxial and, immediately thereafter, contributed the purchased interests and Insight Midwests interests in Insight Ohio
to Insight Midwest Holdings. Additionally, the Series A and Series B preferred interests were converted to common interests.



On September 29, 2003, we retired the remaining Ohio obligations, comprised of the Senior Notes and Senior Discount Notes, through our refinancing of the Insight Midwest
Holdings Credit Facility. Insight Ohio is now a restricted subsidiary under the terms of our indentures. We recorded a loss of $10.9 million on the extinguishment of these obligations as a result of call premiums and the write-off of deferred
financing costs.



Senior Notes and Senior Discount Notes



In June 2004, we repurchased $10.0 million face amount of the
121⁄4% Senior Discount Notes at the then accreted value of $8.1 million for $8.9 million, resulting in a loss of $843,000, which includes the write-off of unamortized deferred financing costs of $127,000.



9



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



8. Debt (continued)



In July 2004,
Insight Midwest completed an exchange offer pursuant to which the $130.0 million 101⁄2% Senior Notes issued in December 2003 were exchanged for substantially identical notes registered under the Securities Act of 1933.



Debt Principal Payments



As of September 30, 2004, principal payments required on our debt were as follows (in
thousands):



|           |  |   |          
|---------- |  | - | ---------
|2004       |  | $ | 15,563   
|2005       |  |   | 83,500   
|2006       |  |   | 83,500   
|2007       |  |   | 83,500   
|2008       |  |   | 104,750  
|Thereafter |  |   | 2,497,500
|           |  |   |          
|Total      |  | $ | 2,868,313
|           |  |   |          



9. Derivative Instruments



We enter into derivative instruments, typically interest-rate swap
agreements, to modify the interest characteristics of our outstanding debt to either a floating or fixed rate basis. These agreements involve fixed rate interest payments in exchange for floating rate interest receipts, known as cash flow hedges,
and floating rate interest payments in exchange for fixed rate interest receipts, known as fair value hedges, 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.



Gains and losses related to cash flow hedges that are determined to be effective hedges are recorded as accumulated other comprehensive
income or loss in the accompanying consolidated balance sheets. Gains and losses related to fair value hedges that are determined to be effective hedges are recorded in the consolidated statements of operations as an adjustment to the swap
instrument and an offsetting adjustment to the carrying value of the underlying debt. Gains and losses related to interest rate swaps that are determined not to be effective hedges and do not qualify for hedge accounting are recorded in our
consolidated statements of operations as other income or expense.



Cash
Flow Hedges



As of December 31, 2003, we had one interest rate swap
agreement outstanding that effectively fixed interest rates at 5% on $150.0 million notional value of debt. This agreement expired in August 2004. We recorded $826,000 of accrued interest related to this agreement as of December 31, 2003. As of
December 31, 2003, the estimated fair value (cost if terminated) of this interest rate swap agreement was approximately $(3.4) million.



10



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



9. Derivative Instruments (continued)



Fair Value Hedges



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 (expense).



In July 2003, we entered into three 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 8.3%, on $185.0 million notional value of debt. These agreements expire November 1, 2005. We
recorded a gain on these swaps of $1.5 million and $250,000 for the three and nine months ended September 30, 2004, which is included in other income (expense). As of September 30, 2004 and December 31, 2003, we recorded $(83,000) and $275,000 of
interest receivable (payable) related to these agreements. The fair market value (cost if terminated) of these agreements was $(1.9) million and $(2.1) million as of September 30, 2004 and December 31, 2003.



In December 2003, we entered into an interest rate swap agreement whereby we swapped fixed
rates under our 10 1/2% senior notes due in December 2010 for variable rates equal to six-month LIBOR, plus the applicable margin of approximately 5.9%, on $130.0 million notional value of debt. This agreement expires November 1, 2010. This swap has
been determined to be perfectly effective in hedging against fluctuations in the fair value of the underlying debt. As such, changes in the fair value of the underlying debt equally offset changes in the value of the interest rate swap in our
consolidated statements of operations. The fair value (cost if terminated) of this swap as of September 30, 2004 and December 31, 2003 was $968,000 and $(206,000) and has been recorded in other non-current assets (liabilities) and as an adjustment
to the carrying value of debt.



10. Comprehensive Income (Loss)



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. The following is a reconciliation of net loss to comprehensive income (loss) (in thousands):



|                                                        |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |        |  
|------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | -------- | - |  | - | ------ | -
|                                                        |  | Three months endedSeptember 30, |        |   | Nine months endedSeptember 30, |  
|                                                        |  | 2004                            |        |   | 2003                           |   |        | 2004 |  |   | 2003     |  
|                                                        |  |                                 |        |   | restated                       |   |        |      |  |   | restated |  
|Net loss                                                |  | $                               | (5,447 | ) |                                | $ | (8,288 | )    |  | $ | (19,791  | ) |  | $ | (9,358 | )
|Unrealized gain (loss) on securities available-for-sale |  |                                 | (5     | ) |                                |   | 372    |      |  |   | (107     | ) |  |   | 1,745  |  
|Realized gain on securities available-for-sale          |  |                                 |       |   |                                |   |       |      |  |   | (386     | ) |  |   |       |  
|Unrealized gain on interest rate swaps, net of tax      |  |                                 | 168    |   |                                |   | 1,270  |      |  |   | 1,010    |   |  |   | 6,443  |  
|                                                        |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |        |  
|Comprehensive income (loss)                             |  | $                               | (5,284 | ) |                                | $ | (6,646 | )    |  | $ | (19,274  | ) |  | $ | (1,170 | )
|                                                        |  |                                 |        |   |                                |   |        |      |  |   |          |   |  |   |        |  



11



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



11. Minority and Preferred Interests



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. Financial instruments that fall within the scope of SFAS No. 150 that were previously classified as equity are now required to be classified as liabilities or, in some
circumstances, assets.



As of July 1, 2003, we had $195.2 million of preferred
interests recorded in our balance sheet as temporary equity. These preferred interests were fully accreted to their maturity value of $195.9 million as of August 15, 2003 and were subsequently converted to common interests in connection with our
refinancing of the obligations of Insight Ohio. In connection with the adoption of SFAS No. 150, we recorded a $5.0 million accrual of preferred interests during the three months ended September 30, 2003, which have been included in interest expense
in our third quarter 2003 consolidated statements of operations.



As of
September 30, 2004 we had $231.9 million of minority interests recorded in our balance sheet as temporary equity related to Insight Midwest. On October 29, 2003, the FASB announced that it had deferred indefinitely the application of SFAS No. 150 as
it applies to minority interests related to limited life entities consolidated in parent company financial statements. Although this application was deferred, the disclosure requirements of SFAS No. 150 still apply and, therefore, companies are
required to disclose the estimated settlement value of these non-controlling interests.



The Insight Midwest partnership was formed in September 1999 to serve as the holding company and a financing vehicle for our cable television system 50/50 joint venture with an indirect subsidiary of AT&T Broadband (now known as Comcast
Cable). The results of the partnership are included in our consolidated financial statements since we as general partner effectively control Insight Midwests operating and financial decisions. The partnership will continue until October 1,
2011 unless terminated earlier in accordance with the provisions of the Insight Midwest partnership agreement.



Depending on the nature of a dissolution of the partnership, Insight Midwest will be required to either distribute to Comcast Cable some of its cable systems and liabilities, to be determined in accordance with the
partnership agreement, equal to 50% of the net market value of the partnership or, upon liquidation, an amount in cash equal to 50% of the net proceeds received. As of September 30, 2004, we estimated the settlement value of these minority interests
to be between $1.0 billion and $1.4 billion.



12. Related Party
Transactions



Managed Systems



On March 17, 2000, we entered into a management agreement with Comcast of
Montana/Indiana/Kentucky/Ohio (Comcast) (formerly known as InterMedia Partners Southeast), an affiliate of Comcast Cable, to provide management services to cable television systems owned by Comcast. These systems served approximately
89,400 customers in the state of Indiana. Effective July 31, 2004, the management agreement was terminated by mutual agreement. We recognized management fees in connection with this agreement of $200,000 and $1.4 million for the one and seven month
periods ended July 31, 2004 and $610,000 and $1.8 million for the three and nine months ended September 30, 2003.



12



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



12. Related Party Transactions (continued)



On February 28, 2003, Insight 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 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 $27.1
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
allocated to such cable television systems assets acquired in relation to their fair values and $32.6 million was 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 $37.5 million and $111.0 million for the three and nine months ended September 30, 2004 and $36.7 million and $107.5 million for the three and nine months ended September 30,
2003. As of September 30, 2004 and December 31, 2003, $34.2 million and $28.3 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.



In 2001, in connection with the
purchase and contribution of our systems primarily located in Illinois, we acquired, through affiliates of Comcast Cable, an above-market programming contract. The above-market portion of the contract was recorded as an adjustment to the purchase
price of the Illinois systems of $36.5 million with a long-term programming liability recorded in other non-current liabilities. This contract, under litigation between affiliates of Comcast Cable and the programmer, was renegotiated during the
third quarter of 2003 and indirectly resulted in more favorable programming rates for us. As such, we recorded an adjustment to programming expense of $3.1 million and recorded a gain on the extinguishment of the liability for $37.1 million, both of
which have been recorded in our consolidated statements of operations during the three months ended September 30, 2003.



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 to its residential customers, in certain of its service areas, local telephone service provided by Comcast Cable. 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 $2.1 million and $6.4 million for the three and nine months ended September 30, 2004 and $1.7 million and $4.2 million for the three and nine months ended
September 30, 2003. In addition, under the current agreement, 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.



13



---

INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



12. Related Party Transactions (continued)



On July 2, 2004, we entered into an agreement with Comcast Cable to acquire the telephone business of Comcast Cable relating to the markets served under our agreement. The transfer of ownership and operational control of Comcast
Cables telephone business to us will take place after a transition period and is subject to customary closing conditions, including regulatory approvals. The closing is expected to occur during the first half of 2005.



Advertising Services



In October 1999, to facilitate the administration of our advertising services in our
Kentucky Systems, we entered into an agreement 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. Effective
September 26, 2004, this agreement was terminated by mutual agreement.



We,
through our Kentucky Systems, earned advertising revenues through this affiliate of $4.6 million and $13.7 million for the period from July 1, 2004 through September 26, 2004 and January 1, 2004 through September 26, 2004 and $4.5 million and $13.7
million for the three and nine months ended September 30, 2003. As of September 30, 2004 and December 31, 2003, we had $8.9 million and $9.3 million as a receivable due from this affiliate included in other current assets. Through September 26, 2004
we paid this affiliate a fixed and variable fee for providing this service based on advertising sales cash flow growth. As of September 30, 2004 and December 31, 2003, we had $174,000 and $102,000 recorded as payables to this affiliate related to
such services.



Employee Loans



In October 1999 and April 2000, we made loans to certain of our employees that were used to
satisfy their individual income tax withholding obligations resulting from their receipt of shares in connection with our initial public offering. The aggregate principal amount of these loans is approximately $4.3 million as of September 30, 2004
and is included in other non-current assets. The notes accrue interest at a rate of 5% per annum and mature on October 1, 2009, or 180 days following termination of employment. The notes provide, at our election, for forgiveness of accrued interest
and for gross-up payments related to the employees income tax liabilities arising from such forgiveness, provided the employee is then employed by us in good standing.



Pursuant to the approval of our Board of Directors on July 28, 2004, all accrued interest on the remaining outstanding notes from October 1,
2003 through September 30, 2004 was forgiven. We will make gross-up payments with respect to the income taxes related to such interest forgiveness on behalf of the affected employees. Forgiven interest from October 1, 2003 through September 30, 2004
amounted to $219,000, and gross-up payments with respect to the employees income tax liabilities resulting from such forgiven interest amounted to $190,000, which has been accrued as compensation expense through September 30, 2004.



14



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INSIGHT COMMUNICATIONS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



13. 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 of Louisville,
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 final, non-appealable court determination as to whether Knologys
franchise was more favorable than the franchise under which we operated. In November 2000, 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 March 2002, a state circuit court ruled
against our claim that Knologys franchise was more favorable. We appealed the circuit courts order to the state court of appeals which, in June 2003, upheld the lower court ruling. We filed a motion for discretionary review of the
appeals courts ruling which was denied by the Kentucky Supreme Court. In May 2003, the 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. In August 2003, the court agreed, in part, with our Motion for Reconsideration, that the stay provision provides no justification for an injunction since the language was severed. Further, the court granted our Motion to Certify
Questions for an Immediate Appeal to the Sixth Circuit Court of Appeals. The Sixth Circuit Court of Appeals granted our Motion to Certify, and we have briefed the issues. The trial will remain stayed pending the Sixth Circuits action. Oral
arguments were held on October 26, 2004. 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.



15



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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,
guidance and continue or similar words. You should read statements that contain these words carefully because they:



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



| |  | contain projections of our results of operations or 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 for the year ended December 31, 2003, 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. We assume no responsibility to update any forward-looking statements as a result of new information, future events or otherwise.



Recent Developments



Acquisition of Telephone Business



On July 2, 2004, we entered into an agreement with Comcast Cable to acquire its telephone business as it relates to the markets served under our existing telephone joint operating agreement. Under our current agreement, Insight Midwest
leases certain capacity on our local network to Comcast Cable for which it receives a fee and Insight Midwest provides certain services and support for which it receives additional payments related to installations, marketing and billing. By
acquiring ownership of the telephone business from Comcast Cable, we will gain operational and strategic control over the business. Comcast Cable has agreed to pay us, upon the closing of the transaction, an amount equal to $20.0 million less the
cumulative negative free cash flow incurred by Comcast Cable in operating this telephone business between June 1, 2004 and the closing. Additionally, as part of the agreement, Comcast Cable will provide to us certain fixed assets related to the
telephone business. The transfer of ownership and operational control of Comcast Cables telephone business to us will take place after a transition period and is subject to customary closing conditions, including regulatory approvals. The
closing is expected to occur during the first half of 2005. At this time, we are unable to predict, with certainty, the actual closing date or the amount of cumulative negative free cash flow that will be incurred by Comcast Cable prior to the
closing.



16



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Termination of Managed Systems Arrangement



On March 17, 2000, we entered into a management agreement with an affiliate of Comcast to provide management services to cable television
systems owned by Comcast. These systems served approximately 89,400 customers in the state of Indiana for which we received a fee equal to 5% of the gross revenues of the systems as well as reimbursement of expenses. Effective July 31, 2004, the
management agreement was terminated by mutual agreement.



Termination of
Kentucky Advertising Sales Arrangement



In October 1999, we entered
into an agreement with an affiliate of Comcast Cable whereby the Comcast Cable affiliate performed all of our Kentucky advertising sales and related administrative services. Effective September 26, 2004, this agreement was terminated by mutual
agreement. We believe that the assumption of the advertising sales responsibilities in Kentucky offers us the opportunity to continue to grow this business and align the Kentucky operating strategy with our other markets.



For additional information regarding the termination of each of these related party
arrangements, see Note 12 to Notes to Consolidated Financial Statements.



Results of Operations



Our 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 Internet services, from facilitating the delivery of telephone services, from commissions for products sold through home shopping networks, and, through July 31, 2004, as management fees for managing cable systems.



Some of the principal reasons for our net losses through September 30, 2004
include depreciation and amortization associated with our acquisitions and capital expenditures for the construction and upgrading of our systems, and interest costs on borrowed money. 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.



As previously disclosed in our Form 10-K for the year ended December 31, 2003, during the fourth quarter of 2003, we determined that we had incorrectly accounted for the
impact of minority interests related to our interest rate swap agreements which convert the interest on a portion of our variable rate senior credit facility to a fixed rate. In addition, we had not reduced our deferred tax asset and related
valuation allowance related to such swaps through other comprehensive income for subsequent changes in our deferred tax position. We have therefore restated our financial statements for the three and nine months ended September 30, 2003. The
restatement does not impact our revenue, operating income or our loss before income taxes.



17



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



|                                          |  |                                 |                |   |                                |   |         |      |  |   |              |   |  |   |         |  
|----------------------------------------- |  | ------------------------------- | -------------- | - | ------------------------------ | - | ------- | ---- |  | - | ------------ | - |  | - | ------- | -
|                                          |  | Three Months EndedSeptember 30, |                |   | Nine Months EndedSeptember 30, |  
|                                          |  | 2004                            |                |   | 2003Restated                   |   |         | 2004 |  |   | 2003Restated |  
|                                          |  |                                 | (in thousands) |  
|Revenue                                   |  | $                               | 250,516        |   |                                | $ | 228,395 |      |  | $ | 739,910      |   |  | $ | 666,487 |  
|Operating costs and expenses:             |  |                                 |                |   |                                |   |         |      |  |   |              |   |  |   |         |  
|Programming and other operating costs     |  |                                 | 87,522         |   |                                |   | 81,655  |      |  |   | 264,277      |   |  |   | 243,161 |  
|Selling, general and administrative       |  |                                 | 57,920         |   |                                |   | 48,240  |      |  |   | 163,049      |   |  |   | 140,285 |  
|Depreciation and amortization             |  |                                 | 60,360         |   |                                |   | 56,667  |      |  |   | 180,381      |   |  |   | 171,936 |  
|                                          |  |                                 |                |   |                                |   |         |      |  |   |              |   |  |   |         |  
|Total operating costs and expenses        |  |                                 | 205,802        |   |                                |   | 186,562 |      |  |   | 607,707      |   |  |   | 555,382 |  
|                                          |  |                                 |                |   |                                |   |         |      |  |   |              |   |  |   |         |  
|Operating income                          |  |                                 | 44,714         |   |                                |   | 41,833  |      |  |   | 132,203      |   |  |   | 111,105 |  
|Operating cash flow                       |  |                                 | 105,074        |   |                                |   | 98,500  |      |  |   | 312,584      |   |  |   | 283,041 |  
|Interest expense                          |  |                                 | 49,228         |   |                                |   | 54,291  |      |  |   | 150,165      |   |  |   | 156,307 |  
|Minority interest expense                 |  |                                 | (1,597         | ) |                                |   | (9,792  | )    |  |   | (877         | ) |  |   | (7,778  | )
|Net loss                                  |  |                                 | (5,447         | ) |                                |   | (8,288  | )    |  |   | (19,791      | ) |  |   | (9,358  | )
|Net cash provided by operating activities |  |                                 | 93,333         |   |                                |   | 66,848  |      |  |   | 227,719      |   |  |   | 171,332 |  
|Net cash used in investing activities     |  |                                 | 48,046         |   |                                |   | 57,716  |      |  |   | 130,929      |   |  |   | 169,724 |  
|Net cash used in financing activities     |  |                                 | 15,563         |   |                                |   | 60,039  |      |  |   | 60,832       |   |  |   | 22,448  |  
|Capital expenditures                      |  |                                 | 47,308         |   |                                |   | 47,022  |      |  |   | 130,895      |   |  |   | 131,133 |  



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 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 is a reconciliation of operating income to operating cash flow:



|                              |  |                                 |         |                                |   |        |  |      |         |  |   |        
|----------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------ |  | ---- | ------- |  | - | -------
|                              |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                              |  | 2004                            |         | 2003                           |   | 2004   |  | 2003
|                              |  | (in thousands)                 
|Operating income              |  | $                               | 44,714  |                                | $ | 41,833 |  | $    | 132,203 |  | $ | 111,105
|Adjustment:                   |  |                                 |         |                                |   |        |  |      |         |  |   |        
|Depreciation and amortization |  |                                 | 60,360  |                                |   | 56,667 |  |      | 180,381 |  |   | 171,936
|                              |  |                                 |         |                                |   |        |  |      |         |  |   |        
|Operating cash flow           |  | $                               | 105,074 |                                | $ | 98,500 |  | $    | 312,584 |  | $ | 283,041
|                              |  |                                 |         |                                |   |        |  |      |         |  |   |        



18



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Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003



The $22.1 million or 10% increase in revenue was primarily a result of gains in high-speed
Internet revenues, which increased 40% over the prior years quarter due to an increased customer base; increases in basic cable service revenue of 6% due to basic rate increases; and a 16% increase in digital video revenues also due to an
increase in digital customers.



Revenue by service offering was as follows (in
thousands):



|                              |  |                                      |         |                  |       |   |                                    |   |                  |  |       |                   |  |       |  
|----------------------------- |  | ------------------------------------ | ------- | ---------------- | ----- | - | ---------------------------------- | - | ---------------- |  | ----- | ----------------- |  | ----- | -
|                              |  | Revenue by Service Offering          |         |                  |       |  
|                              |  | Three MonthsEnded September 30, 2004 |         | % ofTotalRevenue |       |   | Three MonthsEndedSeptember 30,2003 |   | % ofTotalRevenue |  |       | %Change inRevenue | 
|Basic                         |  | $                                    | 143,918 |                  | 57.4  | % |                                    | $ | 135,829          |  | 59.5  | %                 |  | 6.0   | %
|Digital                       |  |                                      | 24,872  |                  | 9.9   | % |                                    |   | 21,391           |  | 9.4   | %                 |  | 16.3  | %
|High-speed Internet           |  |                                      | 33,955  |                  | 13.5  | % |                                    |   | 24,346           |  | 10.7  | %                 |  | 39.5  | %
|Premium / analog pay-per-view |  |                                      | 13,694  |                  | 5.5   | % |                                    |   | 13,776           |  | 6.0   | %                 |  | -0.6  | %
|Telephone                     |  |                                      | 3,829   |                  | 1.5   | % |                                    |   | 3,232            |  | 1.4   | %                 |  | 18.5  | %
|Advertising                   |  |                                      | 15,725  |                  | 6.3   | % |                                    |   | 14,550           |  | 6.4   | %                 |  | 8.1   | %
|Franchise fees                |  |                                      | 7,183   |                  | 2.9   | % |                                    |   | 6,928            |  | 3.0   | %                 |  | 3.7   | %
|Other                         |  |                                      | 7,340   |                  | 3.0   | % |                                    |   | 8,343            |  | 3.6   | %                 |  | -12.0 | %
|                              |  |                                      |         |                  |       |   |                                    |   |                  |  |       |                   |  |       |  
|Total                         |  | $                                    | 250,516 |                  | 100.0 | % |                                    | $ | 228,395          |  | 100.0 | %                 |  | 9.7   | %
|                              |  |                                      |         |                  |       |   |                                    |   |                  |  |       |                   |  |       |  



Revenue Generating Units
(RGUs) as of September 30, 2004, which represent the sum of basic, digital, high-speed Internet, and telephone customers, increased approximately 8.4% as compared to September 30, 2003. RGUs by type were as follows (in thousands):



|                    |  |                    |  |                   
|------------------- |  | ------------------ |  | ------------------
|                    |  | September 30, 2004 |  | September 30, 2003
|Basic               |  | 1,283.6            |  | 1,293.4           
|Digital             |  | 439.4              |  | 383.7             
|High-speed Internet |  | 311.5              |  | 208.5             
|Telephone           |  | 62.8               |  | 49.3              
|                    |  |                    |  |                   
|Total RGUs          |  | 2,097.3            |  | 1,934.9           
|                    |  |                    |  |                   



19



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Average monthly revenue per basic customer was $65.08 for the three months ended September 30, 2004, compared to $58.81
for the three months ended September 30, 2003 primarily reflecting the continued growth of our high-speed Internet and digital product offerings in all markets as well as basic rate increases.



Programming and other operating costs increased $5.9 million or 7%. Programming costs
increased primarily as a result of increased programming rates and increased digital customers. Other operating costs increased primarily due to increased high-speed Internet service provider costs driven by the net addition of approximately 103,000
high-speed Internet customers since September 30, 2003. This increase in operating costs was partially offset by more favorable per customer charges under a new agreement with our Internet service provider. In addition, other operating costs
increased as a result of an increased volume of modems provided to customers under certain marketing campaigns. A favorable reversal of accrued property taxes also contributed to partially offsetting these increases.



Selling, general and administrative expenses increased $9.7 million or 20%, primarily due to
increased marketing expenses to support the continued roll out of high-speed Internet and digital products, and to maintain the core video customer base. Marketing support funds (recorded as a reduction to selling, general and administrative
expenses) decreased over the prior years quarter. A decrease in expenses previously allocated to Comcast in connection with the managed properties also contributed to the increase in selling, general and administrative expenses. As this
agreement was terminated effective July 31, 2004, the period ending September 30, 2004 contains only one month of expense allocations versus three months recorded for the period ending September 30, 2003. While cost savings have been realized upon
termination of the agreement, the impact of some of these savings is reflected in programming and other operating costs. In addition, payroll and related costs increased due to salary increases for existing employees and increases in health
insurance costs.



Depreciation and amortization expense increased $3.7 million
or 7% primarily as a result of additional capital expenditures through September 30, 2004. These expenditures chiefly constituted network extensions, upgrades to our headends and purchases of customer premise equipment, all of which we consider
necessary in order to continue to grow our customer base and expand our service offerings. Partially offsetting this increase was a decrease in depreciation expense related to certain assets that have become fully depreciated since September 30,
2003.



Operating cash flow (Non-GAAP measure) increased $6.6 million or 7%
primarily due to increased high-speed Internet revenue, basic, and digital revenue, and was partially offset by increases in programming and other operating costs, as well as selling, general and administrative costs.



Interest expense decreased $5.0 million or 9% primarily due to lower interest rates, which
averaged 7% for the three months ended September 30, 2004 as compared to 8% for the three months ended September 30, 2003.



Minority interest, equal to 50% of Insight Midwests net income or loss attributable to common interests, decreased $8.2 million or 84% as a direct result of the
decrease in net income recorded by Insight Midwest for the prior year quarter. This decrease is primarily due to the gain on settlement of a programming contract recorded during the three months ended September 30, 2003. This gain was partially
offset by the loss from the extinguishment of the Coaxial debt.



20



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Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003



The $73.4 million or 11% increase in revenue was primarily a result of increases in basic
cable service revenue of 7% due to basic rate increases and gains in our high-speed Internet and digital video revenues, which increased 40% and 21% over the prior year period, driven by an increased customer base for those services and



Revenue by service offering was as follows (in thousands):



|                              |  |                                     |         |                  |       |   |                                   |   |                  |  |       |                    |  |       |  
|----------------------------- |  | ----------------------------------- | ------- | ---------------- | ----- | - | --------------------------------- | - | ---------------- |  | ----- | ------------------ |  | ----- | -
|                              |  | Revenue by Service Offering         |         |                  |       |  
|                              |  | Nine MonthsEnded September 30, 2004 |         | % ofTotalRevenue |       |   | Nine MonthsEndedSeptember 30,2003 |   | % ofTotalRevenue |  |       | % Changein Revenue | 
|Basic                         |  | $                                   | 428,369 |                  | 57.9  | % |                                   | $ | 400,305          |  | 60.1  | %                  |  | 7.0   | %
|Digital                       |  |                                     | 73,272  |                  | 9.9   | % |                                   |   | 60,572           |  | 9.1   | %                  |  | 21.0  | %
|High-speed Internet           |  |                                     | 93,990  |                  | 12.7  | % |                                   |   | 66,959           |  | 10.0  | %                  |  | 40.4  | %
|Premium / analog pay-per-view |  |                                     | 43,212  |                  | 5.9   | % |                                   |   | 42,867           |  | 6.4   | %                  |  | 0.8   | %
|Telephone                     |  |                                     | 11,389  |                  | 1.5   | % |                                   |   | 8,596            |  | 1.3   | %                  |  | 32.5  | %
|Advertising                   |  |                                     | 46,595  |                  | 6.3   | % |                                   |   | 42,264           |  | 6.3   | %                  |  | 10.2  | %
|Franchise fees                |  |                                     | 21,455  |                  | 2.9   | % |                                   |   | 20,442           |  | 3.1   | %                  |  | 5.0   | %
|Other                         |  |                                     | 21,628  |                  | 2.9   | % |                                   |   | 24,482           |  | 3.7   | %                  |  | -11.7 | %
|                              |  |                                     |         |                  |       |   |                                   |   |                  |  |       |                    |  |       |  
|Total                         |  | $                                   | 739,910 |                  | 100.0 | % |                                   | $ | 666,487          |  | 100.0 | %                  |  | 11.0  | %
|                              |  |                                     |         |                  |       |   |                                   |   |                  |  |       |                    |  |       |  



Average monthly revenue per basic
customer was $63.76 for the nine months ended September 30, 2004, compared to $57.08 for the nine months ended September 30, 2003 primarily reflecting basic rate increases and the continued growth of our high-speed Internet and digital product
offerings in all markets.



Programming and other operating costs increased
$21.1 million or 9%. Programming costs increased primarily as a result of increased programming rates. Additionally, programming costs increased as a result of increased video-on-demand purchases period over period. Other operating costs increased
primarily due to increased high-speed Internet service provider costs driven by the net addition of approximately 103,000 high-speed Internet customers since September 30, 2003 and was partially offset by more favorable per customer charges under a
new agreement with our Internet service provider. In addition, other operating costs increased as a result of technical salaries and related benefits for new and existing employees and an increased volume of modems provided to customers under
certain marketing campaigns.



Selling, general and administrative expenses
increased $22.8 million or 16%, primarily because of payroll and related costs due to the addition of new employees, salary increases for existing employees and increases in health insurance costs. Marketing expenses increased to support the
continued roll-out of high-speed Internet and digital products and also to maintain our core video customer base. Professional fees also increased due to the one-time write-off of shelf registration fees we no longer anticipate will be utilized and
due to additional costs incurred in connection with additional Sarbanes-Oxley compliance measures relating to internal controls. Also increasing selling, general and administrative expenses was a decrease in expenses previously allocated to Comcast
in connection with the managed properties. As this agreement was terminated effective July 31, 2004,



21



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the period ending September 30, 2004 contains only seven months of expense allocations versus nine months recorded for
the period ending September 30, 2003. While cost savings have been realized upon termination of the agreement, the impact of some of these savings is reflected in programming and other operating costs. In addition, bad debts increased reflecting an
increase in the number of accounts written off combined with a higher balance per average account written off reflecting the increased volume of activity. Partially offsetting these increases was an increase in marketing support funds (recorded as a
reduction to selling, general and administrative expenses) for the promotion of new channel launches.



Depreciation and amortization expense increased $8.4 million or 5% primarily as a result of additional capital expenditures through September 30, 2004. These expenditures were primarily for network extensions,
upgrades to our headends and purchases of customer premise equipment, all of which we consider necessary in order to continue to grow our customer base and expand our service offerings. Partially offsetting this increase was a decrease in
depreciation expense related to certain assets that have become fully depreciated since September 30, 2003.



Operating cash flow increased $29.5 million or 10% primarily due to increased basic, digital and high-speed Internet revenue, offset by increases in programming and other operating costs and selling, general and
administrative costs.



Interest expense decreased $6.1 million or 4% primarily
due to lower interest rates, which averaged 8% for the nine months ended September 30, 2004 as compared to 9% for the nine months ended September 30, 2003.



Minority interest, equal to 50% of Insight Midwests net income or loss attributable to common interests, decreased $6.9 million or 89% as a direct result of the
decrease in net income recorded by Insight Midwest for the nine months ended September 30, 2004 versus the nine months ended September 30, 2003. This decrease is primarily due to:



| |  | a $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
during the first quarter of 2003;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the gain on settlement of a programming contract recorded during the third quarter of 2003; and
| | - | -----------------------------------------------------------------------------------------------



| |  | the absence of preferred interests for the nine months ended September 30, 2004.
| | - | --------------------------------------------------------------------------------



Partially offsetting these items was a loss recorded upon extinguishment of Coaxial debt in the third quarter of 2003.



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. Capital expenditures have primarily been made to expand our service offerings to
include digital video, high-speed Internet and telephone services. These services require certain upgrades to our cable infrastructure and typically include upgrades at our headends and throughout our distribution network. Additionally, these new
services require us to purchase additional types customer premise equipment, including digital converters, cable modems and network interface units. 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.



22



---

Cash provided by operations for the nine months ended September 30, 2004 and 2003 was $227.7 million and $171.3 million.
The increase was primarily attributable to increased operating income and the timing of cash receipts and payments related to our working capital accounts.



Cash used in investing activities for the nine months ended September 30, 2004 and 2003 was $130.9 million and $169.7 million. The decrease was attributable to the swap
of our Griffin, Georgia system for the New Albany, Indiana and Shelbyville, Kentucky systems in the first quarter of 2003.



Cash used in financing activities for the nine months ended September 30, 2004 and 2003 was $60.8 million and $22.4 million. During the nine months ended September 30,
2004, we:



| |  | made scheduled debt amortization payments related to the A and B Term Loan portions of our credit facility, which totaled $46.7 million;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | repaid $6.0 million of revolver borrowings that were outstanding as of March 31, 2004 and did not need to re-borrow due to increased operating cash flow; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | repurchased $10.0 million (amount at maturity) of our senior discount notes in order to capitalize on current market conditions and help lower outstanding debt.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



During the nine months ended September 30, 2003, we:



| |  | borrowed $212.0 million under our Midwest Holdings credit facility to refinance the then outstanding obligations of Insight Ohio, including $195.9 million for the Coaxial notes and
$22.0 million for the Insight Ohio credit facility; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | made $11.6 million of scheduled preferred interest distribution payments, which ceased with the refinancing of debt of Insight Ohio, discussed below, during the third quarter of
2003.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For the nine months ended September 30, 2004 and 2003 we
spent $130.9 million and $131.1 million in capital expenditures. These expenditures chiefly constituted network extensions, upgrades to our headends and purchases of customer premise equipment, all of which we consider necessary in order to continue
to grow our customer base and expand our service offerings.



On August 26, 2003
we amended the Insight Midwest Holdings Credit Facility in connection with our plan to refinance all of the obligations and conditionally guaranteed obligations of Insight Ohio. The amendment increased the Term B loan portion of the credit facility
from $900.0 million to $1.125 billion which increased the total facility size to $1.975 billion from $1.750 billion. We recorded $2.2 million of deferred financing costs associated with this amendment that will be amortized over the remaining term
of the credit facility.



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 available to us and may be restricted by the terms of their indebtedness from doing so. Because of such restrictions, 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 Insight Midwest Holdings credit facility, cash on-hand and our cash flow from operations are sufficient to support our current operating plan. On July 1, 2004 the leverage ratio covenant under the Insight Midwest Holdings credit
facility was reduced from 4.75x to 4.25x. We had the ability to draw upon $258.6



23



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million of unused availability under the Insight Midwest Holdings credit facility as of September 30, 2004 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 and commitments for programming, as of September 30, 2004, including periods in which the related payments are due (in thousands):



|                       |  |                         |           |                 |   |        |  |   |          
|---------------------- |  | ----------------------- | --------- | --------------- | - | ------ |  | - | ---------
|                       |  | Contractual Obligations
|                       |  | Long-TermDebt           |           | OperatingLeases |   | Total 
|2004                   |  | $                       | 15,563    |                 | $ | 1,195  |  | $ | 16,758   
|2005                   |  |                         | 83,500    |                 |   | 4,078  |  |   | 87,578   
|2006                   |  |                         | 83,500    |                 |   | 3,523  |  |   | 87,023   
|2007                   |  |                         | 83,500    |                 |   | 2,546  |  |   | 86,046   
|2008                   |  |                         | 104,750   |                 |   | 2,144  |  |   | 106,894  
|Thereafter             |  |                         | 2,497,500 |                 |   | 3,205  |  |   | 2,500,705
|                       |  |                         |           |                 |   |        |  |   |          
|Total cash obligations |  | $                       | 2,868,313 |                 | $ | 16,691 |  | $ | 2,885,004
|                       |  |                         |           |                 |   |        |  |   |          



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. In order to manage our exposure to interest rate risk, we enter into derivative financial instruments, typically
interest rate swaps. The counter-parties to our swap agreements are major financial institutions. We do not enter into derivatives or other financial instruments for trading or speculative purposes.



In July 2003, we entered into three 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 8.3%, on $185.0 million notional value of debt. These agreements expire November 1, 2005. We
recorded a gain on these swaps of $1.5 million and $250,000 for the three and nine months ended September 30, 2004, which is included in other income (expense). The fair value (cost if terminated) of this swap as of September 30, 2004 and December
31, 2003 was $1.9 million and $2.1 million. A hypothetical 100 basis point increase in interest rates along the entire interest rate yield curve would increase our annual interest expense for these three swaps by approximately $1.9 million.



In December 2003, we entered into an interest rate swap agreement 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 5.9%, on $130.0 million notional value of debt. This agreement expires November 1,
2010. This swap has been determined to be perfectly effective in hedging against fluctuations in the fair value of the underlying debt. As such, changes in the fair value of the underlying debt equally offset changes in the value of the interest
rate swap in our consolidated statements of operations. The fair value (cost if terminated) of this swap as of September 30, 2004 and December 31, 2003 was $968,000 and $(206,000) and has been recorded in other non-current liabilities and as an
adjustment to the carrying value of debt. A hypothetical 100 basis point increase in interest rates along the entire interest rate yield curve would increase our annual interest expense for this swap by approximately $1.3 million.



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The aggregate fair market value and aggregate carrying value of our 93⁄4% and 101⁄2% senior notes and 121⁄4%
senior discount notes was $1.4 billion and $1.3 billion as of September 30, 2004. 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 September 30, 2004, the estimated fair value (cost if terminated) of our interest rate swap agreements was approximately $(896,000) and is reflected in our financial statements as other non-current assets or liabilities. Changes in the fair
value of our interest rate swaps are either recognized in income or in stockholders equity as a component of other comprehensive income (loss) depending upon the type of swap and whether it qualifies for hedge accounting.



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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 September 30, 2004. 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 September 30, 2004 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 13 in Item 1 of PART I, Notes to Consolidated Financial Statements, and incorporated herein by reference.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



During the three months ended September 30, 2004, we issued 47,641 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 773,000 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).



Item 6. Exhibits



Exhibits:



| | 10 | Transition and Termination Agreement, dated as of July 22, 2004, by and between Comcast of Montana/Indiana/Kentucky/Utah and Insight Communications Company, L.P.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.1 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer of Insight Communications Company, Inc.
| | ---- | --------------------------------------------------------------------------------------------------------------



| | 31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer of Insight Communications Company, Inc.
| | ---- | --------------------------------------------------------------------------------------------------------------



| | 32 | Section 1350 Certifications
| | -- | ---------------------------



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: November 5, 2004 |  |     |  | INSIGHT COMMUNICATIONS COMPANY, INC.             
|                       |  |    
|                       |  | By: |  | /s/ John Abbot                                   
|                       |  |     |  | John Abbot                                       
|                       |  |     |  | Senior Vice President and Chief Financial Officer
|                       |  |     |  | (Principal Financial Officer)                    



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