<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


                         COMMISSION FILE NUMBER 0-26677

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

                      INSIGHT COMMUNICATIONS COMPANY, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                           13-4053502
    (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.)

             810 7/th/ Avenue
           New York, New York                                        10019
   (Address of principal executive offices)                      (Zip code)

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

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

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

                 Class                            Outstanding at April 30, 2002
   --------------------------------               -----------------------------
   Class A Common Stock, $.01 Par Value                    50,204,679
   Class B Common Stock, $.01 Par Value                    10,071,864

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

<PAGE>

                         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, 2001.

                                       1

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                        March 31,           December 31,
                                                                                           2002                2001
                                                                                   ------------------  -------------------
<S>                                                                                   <C>                <C>
Assets                                                                                 (unaudited)
Cash and cash equivalents                                                             $    205,727       $     198,548
Investments                                                                                 12,771              18,080
Trade accounts receivable, net of allowance for doubtful accounts of $2,633 and
  $2,818 as of March 31, 2002 and December 31, 2001                                         17,905              22,918
Launch funds receivable                                                                      9,443              12,980
Prepaid expenses and other assets                                                           17,074              18,363
                                                                                   ------------------  -------------------
  Total current assets                                                                     262,920             270,889

Fixed assets, net                                                                        1,158,175           1,151,709
Goodwill                                                                                    72,675              72,675
Franchise costs                                                                          2,289,704           2,283,155
Other intangible assets, net of accumulated amortization of $2,829 and $2,260
  as of March 31, 2002 and December 31, 2001                                                40,907              41,223
Deferred financing costs, net of accumulated amortization of $6,178 and $5,259
  as of March 31, 2002 and December 31, 2001                                                31,375              32,294
Other non-current assets                                                                    14,701              15,447
                                                                                   ------------------  -------------------
  Total assets                                                                        $  3,870,457       $   3,867,392
                                                                                   ==================  ===================

Liabilities and stockholders' equity
Accounts payable                                                                      $     47,676       $      67,095
Accrued expenses and other liabilities                                                      20,572              23,793
Accrued property taxes                                                                      14,986              11,030
Accrued programming costs                                                                   27,885              24,287
Deferred revenue                                                                             8,212               8,673
Interest payable                                                                            38,698              21,940
Debt - current portion                                                                       1,250                   ?
Preferred interest distribution payable                                                      1,750               5,250
                                                                                   ------------------  -------------------
  Total current liabilities                                                                161,029             162,068

Deferred revenue                                                                             9,330              12,262
Debt                                                                                     2,578,743           2,542,476
Other non-current liabilities                                                               57,265              62,964

Minority interest                                                                          245,953             255,879
Preferred interests                                                                        187,168             185,713

Stockholders' equity:
Preferred stock; $.01 par value; 100,000,000 shares authorized; no shares issued
  and outstanding as of March 31, 2002 and December 31, 2001                                     -                   -
Common stock; $.01 par value:
  Class A - 300,000,000 shares authorized; 50,188,336 and 50,266,162 shares
    issued and outstanding as of March 31, 2002 and December 31, 2001                          502                 502
  Class B - 100,000,000 shares authorized; 10,071,864 and 9,977,537 shares issued
    and outstanding as of March 31, 2002 and December 31, 2001                                 101                 100
Additional paid-in-capital                                                                 848,000             851,936
Accumulated deficit                                                                       (202,218)           (189,964)
Accumulated other comprehensive loss                                                       (15,416)            (16,544)
                                                                                   ------------------  -------------------
Total stockholders' equity                                                                 630,969             646,030
                                                                                   ------------------  -------------------
Total liabilities and stockholders' equity                                             $ 3,870,457       $   3,867,392
                                                                                   ==================  ===================
</TABLE>

                             See accompanying notes

                                       2

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                              Three months ended March 31,
                                                                               2002               2001
                                                                       ------------------- -------------------

<S>                                                                       <C>                <C>
Revenue                                                                   $      192,178     $     174,226

Operating costs and expenses:
  Programming and other operating costs                                           69,553            62,588
  Selling, general and administrative                                             40,880            36,602
  Non-recurring high-speed data charges                                            4,116                 -
  Depreciation and amortization                                                   48,444            88,266
                                                                       ------------------- -------------------
Total operating costs and expenses                                               162,993           187,456
                                                                       ------------------- -------------------

Operating income (loss)                                                           29,185           (13,230)

Other income (expense):
  Gain on cable systems exchange                                                       -            34,178
  Interest expense                                                               (51,935)          (51,408)
  Interest income                                                                    897             2,051
  Other                                                                                3              (227)
                                                                       ------------------- -------------------
Total other expense, net                                                         (51,035)          (15,406)

Loss before minority interest, investment activity, income taxes and
  extraordinary item                                                             (21,850)          (28,636)
Minority interest                                                                  9,926            34,438
Equity in losses of investees                                                          -              (712)
Impairment write-down of investments                                                (205)                -
                                                                       ------------------- -------------------
Income (loss) before income taxes and extraordinary item                         (12,129)            5,090
Provision for income taxes                                                          (125)             (981)
                                                                       ------------------- -------------------
Income (loss) before extraordinary item                                          (12,254)            4,109
Extraordinary loss from early extinguishment of debt, net of tax                       -            (6,086)
                                                                       ------------------- -------------------
Net loss                                                                         (12,254)           (1,977)
Accrual of preferred interests                                                    (4,955)           (4,766)
                                                                       ------------------- -------------------
Net loss attributable to common stockholders                               $     (17,209)    $      (6,743)
                                                                       =================== ===================

Basic and diluted loss per share before extraordinary item                 $        (.29)    $        (.01)
Basic and diluted loss per share related to extraordinary item             $            -    $        (.10)
Basic and diluted loss per share attributable to common
  Stockholders                                                             $        (.29)    $        (.11)
Basic and diluted weighted average shares outstanding                         60,252,500        60,183,230

</TABLE>

                             See accompanying notes

                                       3

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                            Three months ended March 31,
                                                                                               2002             2001
                                                                                        ---------------- ----------------
<S>                                                                                       <C>                <C>
Operating activities:
  Net loss                                                                                $   (12,254)       $  (1,977)
  Adjustments to reconcile net loss to net cash provided by operating
  activities:
    Depreciation and amortization                                                              48,444           88,266
    Equity in losses of investees                                                                  --              712
    Impairment of investments                                                                     205
    Gain on cable systems exchange                                                                 --          (34,178)
    Extraordinary loss from early extinguishment of debt, net of tax                               --            6,086
    Minority interest                                                                          (9,926)         (34,438)
    Provision for losses on trade accounts receivable                                           2,594            2,449
    Contribution of stock to 401(k) Plan                                                          798
    Amortization of note discount                                                               7,517            3,487
    Deferred income taxes                                                                          --              856
    Changes in operating assets and liabilities, net of the effect of
      acquisitions:
      Trade accounts receivable                                                                 2,741           (1,927)
      Launch fund receivable                                                                    3,537            5,017
      Prepaid expenses and other assets                                                         1,496            3,760
      Accounts payable                                                                        (19,547)         (11,428)
      Accrued expenses and other liabilities                                                   18,095           40,185
                                                                                        ---------------- ----------------
  Net cash provided by operating activities                                                    43,700           66,870
                                                                                        ---------------- ----------------
Investing activities:
  Purchase of fixed assets                                                                    (50,348)         (63,668)
  Purchase of intangible assets                                                                   (40)              --
  Purchase of cable television systems, net of cash acquired                                   (8,798)        (436,760)
                                                                                        ---------------- ----------------
  Net cash used in investing activities                                                       (59,186)        (500,428)
                                                                                        ---------------- ----------------
Financing activities:
  Distributions of preferred interests                                                         (7,000)          (7,000)
  Proceeds from borrowings under credit facilities                                             30,000        1,379,000
  Repayment of credit facilities                                                                   --         (654,900)
  Proceeds from issuance of notes                                                                  --          220,084
  Repayment of debt associated with cable system transactions                                      --         (323,547)
  Principal payments on capital leases and other non-current   liabilities                       (335)              --
  Debt issuance costs                                                                              --          (18,310)
                                                                                        ---------------- ----------------
  Net cash provided by financing activities                                                    22,665          595,327
                                                                                        ---------------- ----------------
Net increase in cash and cash equivalents                                                       7,179          161,769
Cash and cash equivalents, beginning of period                                                198,548           33,733
                                                                                        ---------------- ----------------
Cash and cash equivalents, end of period                                                  $   205,727      $   195,502
                                                                                        ================ ================
</TABLE>

                             See accompanying notes

                                       4

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Through our wholly owned subsidiary, Insight Communications Company, L.P.
("Insight LP"), we own a 50% interest in Insight Midwest, L.P. ("Insight
Midwest"), which through its subsidiaries, Insight Communications Midwest, LLC
("Insight Communications Midwest"), Insight Communications of Kentucky, L.P.
("Insight Kentucky") and Insight Communications of Central Ohio, LLC ("Insight
Ohio"), owns and operates cable television systems in Indiana, Kentucky, Ohio,
Illinois and Georgia which passed approximately 2.2 million homes and served
approximately 1.3 million customers as of March 31, 2002.

Insight LP is the general partner of Insight Midwest and effectively controls
all operating and financial decisions and therefore consolidates Insight
Midwest. Through Insight LP, we manage all of Insight Midwest's systems and
also manage systems owned by an affiliate of AT&T Broadband, LLC, the owner of
the remaining 50% interest in Insight Midwest.

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

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

2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS

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

In our opinion, the consolidated financial statements reflect all adjustments
considered necessary for a fair statement of the consolidated results of
operations and financial position for the interim periods presented. All such
adjustments are of a normal recurring nature, except as described in Note 8.
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, 2001.

                                       5

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS (continued)

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The results
of operations for the three months ended March 31, 2002 are not necessarily
indicative of the results to be expected for the year ending December 31, 2002
or any other interim period.

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

3. ACCOUNTING FOR FRANCHISE FEES

We have historically recorded reimbursements of franchise fees from customers
as an offset to franchise fee expense included as a component of selling,
general and administrative expense. In November 2001, the Financial Accounting
Standards Board concluded that reimbursements received from a customer should
be reflected as revenues and not as a reduction of expenses. On March 12, 2002,
the Securities Exchange Commission staff concluded that as a result of this
guidance, it expected all cable television companies to present franchise fees
in their statements of operations. Consequently, beginning January 1, 2002, we
have presented reimbursements of franchise fees as revenues and franchise fee
payments as expenses in the accompanying consolidated statements of operations.
Additionally, we have adjusted the prior period amounts to reflect such
presentation. The effect on the prior period statement of operations was to
increase both revenue and selling, general and administrative costs by $5.7
million.

4. LONG-LIVED ASSETS

Fixed assets consisted of:

                                                      March 31,   December 31,
                                                        2002          2001
                                                    -------------------------
                                                          (in thousands)

Land, buildings and improvements                    $     36,990  $    36,501
Cable system equipment                                 1,626,467    1,573,733
Furniture, fixtures and office equipment                  16,148       16,019
                                                    -------------------------
                                                       1,679,605    1,626,253
Less accumulated depreciation and amortization          (521,430)    (474,544)
                                                    -------------------------
   Total fixed assets, net                          $  1,158,175  $ 1,151,709
                                                    =========================

                                       6

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

4. LONG-LIVED ASSETS (continued)

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which became effective for us beginning January
1, 2002. SFAS No. 144 supersedes FASB Statement No. 121, "Accounting for the
Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of," and the accounting and reporting provisions relating to the
disposal of a segment of a business of Accounting Principles Board Opinion No.
30. The adoption of SFAS No. 144 had no impact on our consolidated financial
position or results of operations.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which became effective for us beginning January 1, 2002 and changes
the accounting for goodwill from an amortization method to an impairment only
approach. In addition, the standard includes provisions, upon adoption, for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles.

SFAS No. 142 requires that goodwill be tested annually for impairment using a
two-step process. The first step is to identify a potential impairment and, in
transition, this step must be measured as of the beginning of the fiscal year.
The second step of the goodwill impairment test measures the amount of the
impairment loss, if any, measured as of the beginning of the year of adoption,
and must be completed by the end of our fiscal year. Based on our analysis,
there was no impairment of goodwill upon the adoption of SFAS No. 142 on
January 1, 2002.

Applying the effects of the adoption of SFAS No. 142 to the three month period
ended March 31, 2001, would have resulted in income before extraordinary items
of $19.9 million, net income of $13.8 million, basic and diluted income per
share before extraordinary item of $0.25 and basic and diluted income per share
applicable to common stockholders of $0.15. The reconciliation of reported net
loss to pro forma net income as adjusted for the effects of SFAS No. 142 for
the three months ended March 31, 2001 is as follows (in thousands):

                                            Three Months Ended
                                              March 31, 2001
                                          -----------------------

Net loss as reported                         $    (1,977)

Less amortization for:
     Franchise costs                              12,577
     Goodwill                                      3,172
                                          -----------------------
   Pro forma net income                      $    13,772
                                          =======================

We recorded amortization expense of $1.5 million and $50.2 million for the
three months ended March 31, 2002 and 2001. We estimate aggregate amortization
expense to be approximately $5.9 million for each of the five succeeding fiscal
years.

                                       7

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

5. DEBT

Debt consisted of:
                                                   March 31,     December 31,
                                                     2002           2001
                                             -----------------------------------
                                                           (in thousands)

Insight Ohio Credit Facility                    $    25,000       $    25,000
Insight Midwest Holdings Credit Facility          1,610,000         1,580,000
Insight Midwest 9 3/4% Senior Notes                 200,000           200,000
Insight Midwest 10 1/2% Senior Notes                500,000           500,000
Insight Inc. 12 1/4% Senior Discount Notes          400,000           400,000
                                             -----------------------------------
                                                  2,735,000         2,705,000
Less unamortized discount on notes                 (155,007)         (162,524)
                                             -----------------------------------
     Total debt                                 $ 2,579,993       $ 2,542,476
                                             ===================================

Insight Midwest Holdings Credit Facility

Insight Midwest Holdings, LLC ("Insight Midwest Holdings"), a wholly owned
subsidiary of Insight Midwest which owns all of our cable television systems
other than those located in Ohio, is party to a $1.75 billion credit facility.
On March 25, 2002, we formally requested approval from the lenders of
amendments to the leverage ratio covenant to allow Insight Midwest Holdings
more flexibility and to increase the aggregate amount that can be distributed
to Insight Midwest for the purpose of making investments in Insight Ohio. In
addition, on March 28, 2002, we loaned $100.0 million to Insight Midwest to
address its future funding needs, $97.0 million of which was contributed to
Insight Midwest Holdings in April 2002 for use in paying down the credit
facility balance and $3.0 million of which was contributed to Insight Ohio as
of March 28, 2002. Pursuant to the credit facility amendments, Insight Midwest
Holdings will be permitted to make distributions to Insight Midwest for the
purpose of repaying our loan, subject to the satisfaction of certain financial
debt covenants. The loan to Insight Midwest bears annual interest of 9%, has a
scheduled maturity date of January 31, 2011 and permits prepayments. On April
18, 2002, the lenders approved these amendments to the credit facility.

Debt Principal Payments

As of March 31, 2002, principal payments required on our debt were as follows
(in thousands):

2002                           $            -
2003                                    5,000
2004                                   80,000
2005                                   81,250
2006                                  106,750
Thereafter                          2,462,000
                             -------------------
      Total                    $    2,735,000
                             ===================

                                       8

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

5. DEBT (continued)

Interest Rate Swap and Collar Agreements

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

As of March 31, 2002 and December 31, 2001, we had entered into various
interest rate swap and collar agreements effectively fixing interest rates
between 4.7% and 5.9%, plus the applicable margin, on $435.0 million and $500.0
million notional value of debt. The agreements outstanding as of March 31, 2002
expire July 2003. As of March 31, 2002, we had $2.3 million of accrued interest
related to these agreements.

6. COMPREHENSIVE LOSS

Comprehensive loss totaled $11.1 million and $15.4 million for the three months
ended March 31, 2002 and 2001. Comprehensive loss for the three months ended
March 31, 2001 included a $1.1 million transition adjustment loss (net of
$776,000 tax benefit) representing the cumulative effect of adopting Statement
of Financial Accounting Standards No. 133. 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 interest rate swaps' gains or losses as accumulated other
comprehensive income or loss in the accompanying consolidated balance sheets.

7. RELATED PARTY TRANSACTIONS

Managed Systems

On March 17, 2000, we entered into a two-year management agreement with
InterMedia Partners Southeast, an affiliate of AT&T Broadband, to provide
management services to cable television systems acquired by AT&T Broadband. As
of March 31, 2002, these systems served approximately 118,000 customers in the
states of Indiana and Kentucky. Through March 31, 2001, we earned a monthly fee
of 3% of gross revenues for providing such management services. In September
2001, the management agreement was amended to provide for a monthly fee of 5%
of gross revenues retroactive to April 1, 2001. For the three months ended
March 31, 2002 and 2001, we recognized $635,000 and $386,000 of management fees
in connection with this agreement. The management agreement expires on June 30,
2002.

                                       9

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

7. RELATED PARTY TRANSACTIONS (continued)

Programming

We purchase substantially all of our pay television and other programming from
affiliates of AT&T Broadband. Charges for such programming were $31.0 million
and $30.2 million for the three months ended March 31, 2002 and 2001. As of
March 31, 2002 and December 31, 2001, $20.4 million and $10.3 million of
accrued programming costs were due to affiliates of AT&T Broadband. We believe
that the programming rates charged by the affiliates of AT&T Broadband are
lower than those available from independent parties.

Telephony Agreements

In July 2000, to facilitate delivery of telephone services, we entered into a
ten-year agreement with AT&T Broadband that allows Insight Midwest to deliver
to our customers local telephone service under the AT&T Digital Phone brand.
Under the terms of the agreement, Insight Midwest leases for a fee certain
capacity on our network to AT&T Broadband. Insight Midwest provides certain
services and support for which it receives additional payments. We began
providing telephony services to a limited number of our customers in 2001. For
the three months ended March 31, 2002 and 2001, revenue related to telephony
services was $242,000 and $2,000. The capital required to deploy telephone
services over our networks is shared, with AT&T Broadband responsible for
switching and transport facilities. AT&T also pays us for installations,
marketing and billing support that amounted to $1.2 million for the three
months ended March 31, 2002.

Advertising Services

In October 1999, to facilitate the administration of our advertising services
in our Kentucky Systems, we entered into an agreement expiring on January 1,
2004 with TCI Media Services LLC ("TCI Media Services"), a subsidiary of AT&T
Corp., which provides for TCI Media Services to perform all of our Kentucky
advertising sale and related administrative services. For the three months
ended March 31, 2002 and 2001, we received advertising revenues from TCI Media
Services derived from our Kentucky Systems of $3.3 million and $2.3 million. As
of March 31, 2002 and December 31, 2001, we had $6.9 million recorded as a
receivable due from TCI Media Services included in prepaid and other current
assets. We pay TCI Media Services a fixed and variable fee based on advertising
sales cash flow growth for providing this service. As of March 31, 2002 and
December 31, 2001, we had $249,000 and $666,000 recorded as payables to TCI
Media Services related to such services.

                                       10

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

7. RELATED PARTY TRANSACTIONS (continued)

Sourcesuite

On March 14, 2002, Insight Interactive purchased the remaining 50% equity
interest in SourceSuite that it did not already own from Source Media by
tendering $10.2 million face amount of Source Media's 12% bonds. The fair
market value of such tendered bonds on March 14, 2002 was $205,000. The excess
of the fair value of SourceSuite's acquired assets and liabilities over the
purchase price of $205,000, totaling $571,000 of negative goodwill, was
allocated as a reduction to long-lived assets based on their respective fair
values. The operating results of SourceSuite have been consolidated in the
accompanying financial statements effective January 1, 2002. During 2001, we
accounted for our 50% interest in SourceSuite under the equity method.

8. AT HOME CORPORATION

Non-recurring high-speed data service charges were incurred through February
28, 2002 as a result of payments made to At Home Corporation ("@Home"), the
former provider of high-speed data services for all of our systems, except for
those located in Ohio. On September 28, 2001, @Home filed for protection under
Chapter 11 of the Bankruptcy Code. For the purpose of continuing service to
existing customers and to resume the provisioning of service to new customers,
we entered into an interim service arrangement that required that we pay $10.0
million to @Home to extend service for three months through February 28, 2002.
As a result of this arrangement we incurred approximately $4.1 million in
excess of our original agreed-to cost for such services rendered during the
three months ended March 31, 2002.

9. COMMITMENTS AND CONTINGENCIES

Programming Contracts

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

Litigation

The prior owners of the Kentucky systems have named insight Kentucky and
certain prior owners of the Kentucky Systems in class actions regarding the
pass-through of state and local property tax charges to customers. The
plaintiffs seek monetary damages and the enjoinment of the collection of such
taxes. We have reached an agreement in principle with the plaintiffs to settle
these lawsuits.  Such settlement is awaiting the execution of definitive
documentation and a determination of fairness by the respective courts where
these matters were filed.

                                       11

<PAGE>

                      INSIGHT COMMUNICATIONS COMPANY, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

9. COMMITMENTS AND CONTINGENCIES (continued)

We have filed a state court action against the City of Louisville for its grant
of more favorable franchises to Knology, Inc. ("Knology") and TotaLink of
Kentucky, LLC. Our commencement of this action automatically suspended these
franchises pending a court determination. In November 2000, Knology filed a
federal court action against us seeking unspecified 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 from the City, the state court
action. In March 2001, the federal court preliminarily set aside the state
court suspension of Knology's franchise. We believe we have substantial and
meritorious defenses to the asserted federal claims and intend to defend it
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.

                                       12

<PAGE>

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

FORWARD-LOOKING STATEMENTS

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

     .  discuss our future expectations;

     .  contain projections of our future results of operations or of our
        financial condition; or

     .  state other "forward-looking" information.

We believe it is important to communicate our expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or over which we have no control. The risk factors listed in our Annual
Report on Form 10-K for the year ended December 31, 2001, 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, increasing programming costs and competition. You should be
aware that the occurrence of the events described in these risk factors and
elsewhere in this quarterly report could have a material adverse effect on our
business, operating results and financial condition.

RESULTS OF OPERATIONS

A substantial portion of 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 data and telephone services as well as
from commissions for products sold through home shopping networks.

We have historically recorded reimbursements of franchise fees from customers
as an offset to franchise fee expense included as a component of selling,
general and administrative expense. In November 2001, the Financial Accounting
Standards Board concluded that reimbursements received from a customer should
be reflected as revenues and not as a reduction of expenses. On March 12, 2002,
the Securities Exchange Commission staff concluded that as a result of this
guidance, it expected all cable television companies to present franchise fees
in their statements of operations. Consequently, beginning January 1, 2002, we
have presented reimbursements of franchise fees as revenues and franchise fee
payments as expenses in the accompanying consolidated statements of operations.
Additionally, we have adjusted the prior period amounts to reflect such
presentation. The effect on the prior period statement of operations was to
increase both revenue and selling, general and administrative costs by $5.7
million.

                                       13

<PAGE>

As a result of its March 14, 2002 purchase of the remaining 50% equity interest
in SourceSuite, LLC, Insight Interactive now owns 100% of SourceSuite's equity
interests. As such, the operating results of SourceSuite have been consolidated
in the accompanying financial statements effective January 1, 2002. During
2001, we accounted for our 50% interest in SourceSuite under the equity method.

One of the principal reasons for our net loss through December 31, 2001 include
depreciation and amortization associated with our acquisitions and capital
expenditures related to construction and upgrading of our systems, and interest
costs on borrowed money. Beginning January 1, 2002, we no longer record
amortization expense associated with goodwill and indefinite lived intangible
assets; however, we expect to continue to report net losses for the foreseeable
future. We cannot predict what impact, if any, continued losses will have on
our ability to finance our operations in the future.

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

                                                   Three Months Ended March 31,
                                                      2002           2001
                                                 -------------  ---------------
                                                        (in thousands)
Revenue                                          $   192,178   $   174,226
Operating costs and expenses:
  Programming and other operating costs               69,553        62,588
  Selling, general and administrative                 40,880        36,602
  Non-recurring high-speed data service charges        4,116             -
  Depreciation and amortization                       48,444        88,266
                                                 -------------  ---------------
Total operating costs and expenses                   162,993       187,456
                                                 -------------  ---------------
Operating income (loss)                               29,185       (13,230)
EBITDA                                                77,632        74,097
Interest expense                                      51,935        51,408
Minority interest                                      9,926        34,438
Net loss                                             (12,254)       (1,977)
Net cash provided by operating activities             43,700        66,870
Net cash used in investing activities                 59,186       500,428
Net cash provided by financing activities             22,665       595,327

EBITDA represents earnings before interest, taxes, depreciation and
amortization, minority interest, gain on cable system exchanges, impairment
write-down of investments and extraordinary items. We believe that EBITDA is
commonly used in the cable television industry to analyze and compare cable
television companies on the basis of operating performance, leverage and
liquidity. However, EBITDA is not intended to be a performance measure that
should 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 determined in accordance with accounting
principles generally accepted in the United States. Refer to our consolidated
financial statements, including our consolidated statements of cash flows,
which appear elsewhere in this report.

                                       14

<PAGE>

The following calculations of EBITDA are not necessarily comparable to
similarly titled amounts of other companies:

                                             Three Months Ended March 31,
                                                2002            2001
                                            -------------  ---------------
                                                   (in thousands)

Net loss                                     $ (12,254)       $ (1,977)
Adjustments:
  Interest expense                              51,935          51,408
  Interest income                                 (897)         (2,051)
  Tax provision                                    125             981
  Depreciation and amortization                 48,444          88,266
  Minority interest                             (9,926)        (34,438)
  Gain on cable system exchange                      -         (34,178)
  Impairment write-down of investments             205               -
  Extraordinary loss from early
    extinguishment of debt, net of tax               -           6,086
                                            -------------  ---------------
EBITDA                                       $  77,632        $ 74,097
                                            =============  ===============

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Revenue increased $18.0 million or 10.3% to $192.2 million for the three months
ended March 31, 2002 from $174.2 million for the three months ended March 31,
2001. The increase in revenue was primarily the result of gains in our
high-speed data and digital services with revenue increases over the prior year
quarter of 79.9% and 62.1%. In addition, our basic cable service revenue
increased $5.5 million or 4.7% primarily due to basic cable rate increases that
took effect in the second quarter of 2001 and 1.0% internal basic customer
growth during the quarter.

                                       15

<PAGE>

Revenue by service offering were as follows for the three months ended March 31
(in thousands):

                         2002                        2001
                      Revenue by                  Revenue by
                        Service     % of Total      Service    % of Total
                       Offering       Revenue      Offering     Revenue
                    --------------  -----------  ------------  ----------
Basic                $  122,306          63.7%   $  116,788         67.0%
Premium                  14,838           7.7%       15,005          8.6%
Pay-per-view                539            .3%        1,286           .7%
Digital                  15,431           8.0%        9,520          5.5%
Advertising sales        11,531           6.0%        9,599          5.5%
Data services            11,652           6.1%        6,476          3.7%
Franchise fees            6,389           3.3%        5,689          3.3%
Other                     9,492           4.9%        9,863          5.7%
                    --------------  -----------  ------------  ----------

Total                $  192,178         100.0%   $  174,226        100.0%
                    ==============  ===========  ============  ==========

RGUs (Revenue Generating Units) were approximately 1,689,900 as of March 31,
2002 compared to approximately 1,540,700 as of March 31, 2001 after giving pro
forma effect to acquisitions occurring subsequent to March 31, 2001. This
represents an annualized growth rate of 9.7%. RGUs represent the sum of basic
and digital video, high-speed data and telephone customers.

Average monthly revenue per basic customer, including management fees and
revenue from SourceSuite, was $49.46 for the three months ended March 31, 2002
compared to $45.39 for the three months ended March 31, 2001 primarily
reflecting the continued successful rollout of new product offerings in the
Indiana, Kentucky and Ohio markets. Average monthly revenue per basic customer
for high-speed data and interactive digital video increased to $6.97 for the
three months ended March 31, 2002 from $4.17 for the three months ended March
31, 2001.

Programming and other operating costs increased $7.0 million or 11.1% to $69.6
million for the three months ended March 31, 2002 from $62.6 million for the
three months ended March 31, 2001. The increase in programming and other
operating costs was primarily the result of increased programming rates for our
classic and digital service as well as for additional programming added in
rebuilt systems.

Selling, general and administrative expenses increased $4.3 million or 11.7% to
$40.9 million for the three months ended March 31, 2002 from $36.6 million for
the three months ended March 31, 2001. The increase in selling, general and
administrative expense was primarily the result of increased employee
compensation and other related expenses offset by a decrease in marketing.

Non-recurring high-speed data service charges were incurred through February 28,
2002 as a result of payments made to At Home Corporation ("@Home"), the former
provider of high-speed data services for all of our systems, except for those
located in Ohio. On September 28, 2001, @Home filed for protection under Chapter
11 of the Bankruptcy Code. For the purpose of continuing service to existing
customers and to resume the provisioning of service to new customers, we entered
into an interim

                                       16

<PAGE>

service arrangement that required us to pay $10.0 million to @Home to extend
service for three months through February 28, 2002. As a result of this
arrangement we incurred approximately $4.1 million in excess of our original
agreed-to cost for such services rendered during the three months ended March
31, 2002.

Depreciation and amortization expense decreased $39.8 million or 45.1% to $48.4
million for the three months ended March 31, 2002 from $88.3 million for the
three months ended March 31, 2001. The decrease in depreciation and
amortization expense was primarily the result of ceasing the amortization of
goodwill and indefinite lived intangible assets associated with the adoption of
SFAS No. 142, effective January 1, 2002, partially offset by capital
expenditures made to rebuild the existing cable equipment.

EBITDA increased $3.5 million or 4.8% to $77.6 million for the three months
ended March 31, 2002 from $74.1 million for the three months ended March 31,
2001 primarily due to increased digital and high-speed data revenue partially
offset by increases in programming and other operating costs and selling,
general and administrative costs.

Interest expense remained relatively flat from the prior year quarter
increasing $527,000 or 1.0% to $51.9 million for the three months ended March
31, 2002 from $51.4 million for the three months ended March 31, 2001. The
increase is the result of higher outstanding debt resulting from the funding of
capital expenditures during the quarter, partially offset by lower average
interest rates.

Minority interest decreased $24.5 million or 71.2% as a direct result of the
decrease in Insight Midwest's net loss applicable to common interests due
primarily to the adoption of SFAS No. 142 effective January 1, 2002. The
non-amortization provisions of SFAS No. 142 resulted in decreased depreciation
and amortization expense for the three months ended March 31, 2002.

For the three months ended March 31, 2002, the net loss was $12.3 million
primarily for the reasons set forth above.

                                       17

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

Cash provided by operations for the three months ended March 31, 2002 and 2001
was $43.7 million and $66.9 million. The decrease was primarily attributable to
the timing of cash receipts and payments related to working capital accounts.

Cash used in investing activities for the three months ended March 31, 2002 and
2001 was $59.2 million and $500.4 million. The decrease was primarily
attributable to no significant acquisitions of cable television systems and
reduced capital expenditures in 2002.

Cash provided by financing activities for the three months ended March 31, 2002
and 2001 was $22.7 million and $595.3 million. The decrease was primarily
attributable to lower net borrowings from credit facilities and no proceeds
raised through the issuance of notes in 2002.

For the three months ended March 31, 2002 and 2001, we spent $50.3 million and
$63.7 million in capital expenditures largely to support our plant rebuild in
Illinois which is estimated to be substantially completed by year-end,
telephone deployment and success-based capital including interactive digital
expansion.

On April 18, 2002, we entered into an amendment to the Insight Midwest Holdings
credit facility which delayed by six months the scheduled reduction to the
leverage ratio covenant to allow Insight Midwest Holdings more financing
flexibility, and increased the aggregate amount that can be distributed to
Insight Midwest for the purpose of making investments in Insight Ohio.
Previously, on March 28, 2002, we loaned $100.0 million to Insight Midwest to
address its future funding needs, $97.0 million of which was contributed to
Insight Midwest Holdings on April 18, 2002 for use in paying down the credit
facility balance and $3.0 million of which was contributed to Insight Ohio on
March 28, 2002. Pursuant to the credit facility amendments, Insight Midwest
Holdings will be permitted to make distributions to Insight Midwest for the
purpose of repaying our loan, subject to the satisfaction of certain financial
debt covenants. The loan to Insight Midwest bears annual interest of 9%, has a
scheduled maturity date of January 31, 2011 and permits prepayments.

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 are restricted by the terms of their indebtedness
from doing so. Our ability to access

                                       18

<PAGE>

the cash flow of our subsidiaries may be contingent upon our ability to
refinance the debt of our subsidiaries.

We believe that the Midwest Holdings Credit Facility, cash on-hand and our cash
flow from operations are sufficient to support our current operating plan. To
the extent our financial covenants permit, we intend to continue to draw upon
the $140.0 million of unused availability under the Midwest Holdings Credit
Facility 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, excluding
commitments for programming, as of March 31, 2002, including periods in which
the related payments are due (in thousands):

<TABLE>
<CAPTION>
                                                              2003              2005
                                            2002            to 2004            to 2006        Thereafter           Total
                                      ------------------------------------------------------------------------------------------
<S>                                   <C>              <C>               <C>              <C>               <C>
Long-term debt                        $         -      $    85,000       $   188,000      $    2,462,000    $    2,735,000
Capital leases                                554            1,476             1,576               3,996             7,602
Operating leases                            3,169            7,115             4,935               6,801            22,020
Preferred interests                         7,000           35,193           175,387              66,659           284,239
                                      ------------------------------------------------------------------------------------------
  Total cash obligations              $    10,723      $   128,784       $   369,898       $   2,539,456    $    3,048,861
                                      ==========================================================================================
</TABLE>

                                       19

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our revolving credit and term loan agreements bear interest at floating rates.
Accordingly, we are exposed to potential losses related to changes in interest
rates. We do not enter into derivatives or other financial instruments for
trading or speculative purposes. In order to manage our exposure to interest
rate risk, we enter into derivative financial instruments, typically interest
rate swaps and collars. The counter-parties to our swap and collar agreements
are major financial institutions. As of March 31, 2002, our interest rate swap
and collar agreements expire in July 2003.

The fair market value and carrying value of our 9 3/4% senior notes, 10 1/2%
senior notes and 12 1/4% senior discount notes was $1.01 billion and $945.0
million as of March 31, 2002. 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 March 31, 2002, the
estimated fair value (cost if terminated) of our interest rate swap and collar
agreements was approximately $(16.7) million, which represents the amount
required to enter into offsetting contracts with similar remaining maturities
based on quoted market prices and is reflected in our financial statements as
other non-current liabilities. Changes in the fair value of derivative
financial instruments are either recognized in income or in stockholders'
equity as a component of other comprehensive loss depending on whether the
derivative financial instruments qualify for hedge accounting.

As of March 31, 2002, we had entered into interest rate swaps that approximated
$435.0 million, or 26.6%, of our borrowings under all of our credit facilities.
A hypothetical 100 basis point increase in interest rates along the entire
interest rate yield curve would increase our annual interest expense by
approximately $12.0 million.

                                       20

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

During the three months ended March 31, 2002, we issued 16,501 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 and external consultants
to purchase an aggregate of 38,158 shares of Class A common stock. The
issuances of common stock and grants of stock options were not registered under
the Securities Act of 1933 because such issuances and grants either did not
involve an offer or sale for purposes of Section 2(a)(3) of the Securities Act
of 1933, in reliance on the fact that the matching contributions and stock
options were issued and granted for no consideration, or were offered and sold
in transactions not involving a public offering, exempt from registration under
the Securities Act of 1933 pursuant to Section 4(2) and in compliance with Rule
506 there under.

                                       21

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

         10.1  Amendment No. 1 to Credit Agreement and Amendment No. 1 to
               Guarantee Agreement, dated as of April 18, 2002, among Insight
               Midwest Holdings, LLC, several banks and financial institutions
               or entities, and The Bank of New York, as Administrative Agent.

(b) Reports on Form 8-K:

               None

                                       22

<PAGE>

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:  May 15, 2002                         INSIGHT COMMUNICATIONS COMPANY, INC.

                                            By: /s/ Dinesh C. Jain
                                            ------------------------------------
                                            Dinesh C. Jain
                                            Senior Vice President and Chief
                                            Financial Officer
                                            (Principal Financial Officer)

                                       23