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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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

SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended June 30, 2003



|Commission File Numbers: |  | 333-64449-02
|------------------------ |  | ------------
|                         |  | 333-64449-01
|                         |  | 333-64449   



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Coaxial LLC

Coaxial Financing Corp.

Insight Communications of Central Ohio, LLC

(Exact name of registrants as specified in their charters)



|Delaware                                                       |  | 13-4080422                          
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-4061992                          
|Delaware                                                       |  | 13-4017803                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



c/o Insight
Communications Company, Inc.

810 7th Avenue

New York, New York 10019

(Address of principal executive offices, including zip code)



(917) 286-2300

(Registrants telephone number, including area code)



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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 registrants are accelerated filers (as defined in Exchange Act Rule 12b-2). Yes ̈No  x



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



|Coaxial LLC                                 |  | Not Applicable
|------------------------------------------- |  | --------------
|Coaxial Financing Corp.                     |  | Not Applicable
|Insight Communications of Central Ohio, LLC |  | Not Applicable



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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, 2002.



1



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COAXIAL LLC

CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                                                                                                       |  | June 30, 2003 |         |   | December 31, 2002 |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | -
|                                                                                                                                       |  | unaudited     |         |   |                   |  
|Assets                                                                                                                                 |  |               |         |   |                   |  
|Investments                                                                                                                            |  | $             | 10,672  |   |                   | $
|Dividends receivable                                                                                                                   |  |               | 5,250   |   |                   |  
|                                                                                                                                       |  |               |         |   |                   |  
|Total current assets                                                                                                                   |  |               | 15,922  |   |                   |  
|                                                                                                                                       |  |              
|Deferred financing costs, net of accumulated amortization of $3,713 and $3,331 as of June 30, 2003 and December 31, 2002,
respectively |  |               | 2,668   |   |                   |  
|Investment in affiliate                                                                                                                |  |               | 195,173 |   |                   |  
|Note receivableCoaxial DJM LLC                                                                                                        |  |               | 6,750   |   |                   |  
|Note receivableCoaxial DSM LLC                                                                                                        |  |               | 3,000   |   |                   |  
|Interest receivable on notes                                                                                                           |  |               | 8,453   |   |                   |  
|                                                                                                                                       |  |               |         |   |                   |  
|Total assets                                                                                                                           |  | $             | 231,966 |   |                   | $
|                                                                                                                                       |  |               |         |   |                   |  
|Liabilities and members equity                                                                                                        |  |               |         |   |                   |  
|Accrued interest                                                                                                                       |  | $             | 5,250   |   |                   | $
|                                                                                                                                       |  |               |         |   |                   |  
|Total current liabilities                                                                                                              |  |               | 5,250   |   |                   |  
|                                                                                                                                       |  |              
|Senior discount notes                                                                                                                  |  |               | 55,173  |   |                   |  
|Senior notes, including $105.6 million to be paid by Phoenix Associates                                                                |  |               | 140,000 |   |                   |  
|                                                                                                                                       |  |               |         |   |                   |  
|Total liabilities                                                                                                                      |  |               | 200,423 |   |                   |  
|                                                                                                                                       |  |              
|Commitments and contingencies                                                                                                          |  |               |         |   |                   |  
|                                                                                                                                       |  |              
|Members equity:                                                                                                                       |  |               |         |   |                   |  
|In-substance allocation of proceeds related to senior notes to be paid by Phoenix Associates                                           |  |               | (54,429 | ) |                   |  
|Members accumulated equity                                                                                                            |  |               | 92,800  |   |                   |  
|Accumulated other comprehensive loss                                                                                                   |  |               | (6,828  | ) |                   |  
|                                                                                                                                       |  |               |         |   |                   |  
|Total members equity                                                                                                                  |  |               | 31,543  |   |                   |  
|                                                                                                                                       |  |               |         |   |                   |  
|Total liabilities and members equity                                                                                                  |  | $             | 231,966 |   |                   | $
|                                                                                                                                       |  |               |         |   |                   |  



See accompanying
notes



2



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COAXIAL LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands)



|                                |  | Three months ended June 30, |        |   | Six months ended June 30, |  
|------------------------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                                |  | 2003                        |        |   | 2002                      |  
|Expenses:                       |  |                             |        |   |                           |  
|Amortization                    |  | $                           | (191   | ) |                           | $
|                                |  |                             |        |  
|Other income (expense):         |  |                             |        |   |                           |  
|Interest incomerelated parties |  |                             | 574    |   |                           |  
|Interest expense                |  |                             | (5,203 | ) |                           |  
|Dividend on preferred interests |  |                             | 5,203  |   |                           |  
|                                |  |                             |        |   |                           |  
|Total other income, net         |  |                             | 574    |   |                           |  
|                                |  |                             |        |   |                           |  
|Net income                      |  | $                           | 383    |   |                           | $
|                                |  |                             |        |   |                           |  



See accompanying
notes



3



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COAXIAL LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                              |  | Six months ended June 30, |        
|----------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                              |  | 2003                      |        
|Operating activities:                                                         |  |                           |        
|Net income                                                                    |  | $                         | 747    
|Adjustments to reconcile net income to net cash used in operating activities: |  |                           |        
|Amortization                                                                  |  |                           | 382    
|Interest expense assumed by affiliate                                         |  |                           | 5,278  
|Dividend on preferred interest                                                |  |                           | (10,353
|Accretion of original issue discount on Senior Discount Notes                 |  |                           | 3,353  
|Changes in operating assets and liabilities:                                  |  |                           |        
|Due from related parties                                                      |  |                           | (1,129 
|                                                                              |  |                           |        
|Net cash used in operating activities                                         |  |                           | (1,722 
|                                                                              |  |                           |        
|Financing activities:                                                         |  |                           |        
|Capital distributions                                                         |  |                           | (5,278 
|Proceeds from dividend on preferred interests                                 |  |                           | 7,000  
|                                                                              |  |                           |        
|Net cash provided by financing activities                                     |  |                           | 1,722  
|                                                                              |  |                           |        
|Net change in cash                                                            |  |                           |       
|Cash, beginning of period                                                     |  |                           |       
|                                                                              |  |                           |        
|Cash, end of period                                                           |  | $                         |       
|                                                                              |  |                           |        



See accompanying
notes



4



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COAXIAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Organization and Basis of Presentation



Coaxial LLC (the
Company), a Delaware limited liability company, was formed on July 24, 1998 in order to own and hold 671⁄2% of the common stock of Coaxial Communications of Central Ohio, Inc. (Coaxial Inc.). The Company has one individual
as its sole member.



Coaxial Inc., an Ohio corporation, through its ownership
of preferred interests, has a 30% voting interest in Insight Communications of Central Ohio, LLC (Insight Ohio). Insight Ohio operates a cable television system that provides basic and expanded cable television services to homes in the
eastern parts of Columbus, Ohio and surrounding areas.



In connection with the
contribution of Coaxial Inc.s cable system (the System) and with the issuance of the Senior Notes and Senior Discount Notes by Coaxial Inc. and the Company during 1998, the three individuals who previously owned the outstanding
stock of Coaxial Inc. contributed their stock to three separate limited liability companies. Accordingly, Coaxial Inc. is a subsidiary of the Company, which owns 671/2% of Coaxial Inc.s outstanding stock.



Other related entities affiliated with the Company in addition to Coaxial Inc., include Coaxial DJM LLC, Coaxial DSM LLC, (collectively, the Coaxial
Entities), Phoenix Associates (Phoenix), Coaxial Financing Corp., Coaxial Associates of Columbus I and Coaxial Associates of Columbus II.



The Company and Coaxial Financing Corp. are co-issuers of the Senior Discount Notes. Coaxial Inc. and Phoenix are co-issuers of the Senior Notes. The ability of Coaxial
Financing Corp., the Company, Coaxial Inc. and Phoenix to make scheduled payments with respect to the Senior Discount Notes and Senior Notes is dependent on the financial and operating performance of Insight Ohio. The required distributions on the
Series A preferred equity interest and Series B preferred equity interest to Coaxial Inc. are designed to provide the cash flow necessary to service the debt requirements on the Senior Notes and Senior Discount Notes, respectively.



2. Responsibility for Interim Financial Statements



The accompanying unaudited consolidated financial statements of the Company 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 managements opinion, the consolidated financial statements reflect all adjustments considered necessary for a fair statement of the consolidated results of
operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated



5



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COAXIAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2. Responsibility for Interim Financial Statements (continued)



financial statements and notes to consolidated financial statements contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.



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



3. Fair Value of Financial Instruments



The fair value of the Senior Discount Notes was $55.1 million and $36.7
million as of June 30, 2003 and December 31, 2002, respectively. The fair value of the Senior Notes was $144.2 million and $122.8 million as of June 30, 2003 and December 31, 2002, respectively.



4. Comprehensive Income (Loss)



Comprehensive income (loss) totaled $1.5 million for the three and six months ended June 30,
2003 and ($7.1) million and ($9.3) million for the three and six months ended June 30, 2002, respectively. The Company owns common stock that is 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 balance sheets.



5. Subsequent Event



On July 22, 2003, Insight Communications
Company, Inc. (Insight Inc.) issued a press release announcing it anticipates that it will have the opportunity, using approximately $30.0 million of its existing cash on hand, to purchase the equity interests of the limited liability
companies that own Coaxial Inc. (together, with the limited liability companies that own Coaxial Inc., the Coaxial Entities). As a consequence of this purchase, Insight Inc. will beneficially own 800,000 shares of its outstanding common
stock, which it expects to retire. Insight Inc. also announced plans to refinance the obligations of Insight Ohio and those of the Coaxial Entities it acquires. As of June 30, 2003, these obligations were comprised of Insight Ohios credit
facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is obligated to make distributions in respect of the Series A and Series B preferred
interests held by Coaxial Inc. The transactions will be accomplished through a refinancing of the $900 million term loan under the Insight Midwest Holdings credit facility into a new $1.125 billion term loan,



6



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COAXIAL LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5. Subsequent Event (continued)



increasing the total credit
facility size to $1.975 billion from $1.750 billion.



The proposed transactions
are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of 2003. If the foregoing refinancing transactions are completed, we would no longer file reports with the
Securities and Exchange Commission.



7



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COAXIAL FINANCING CORP.

BALANCE SHEETS

(in thousands)



|                                                                                               |  | June 30,2003 |         |   | December 31,2002 |  
|---------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | -
|                                                                                               |  | unaudited    |         |   |                  |  
|Assets                                                                                         |  |              |         |   |                  |  
|Cash                                                                                           |  | $            | 1       |   |                  | $
|Deferred financing costs, net                                                                  |  |              | 694     |   |                  |  
|                                                                                               |  |              |         |   |                  |  
|Total assets                                                                                   |  | $            | 695     |   |                  | $
|                                                                                               |  |              |         |   |                  |  
|Liabilities and shareholders deficit                                                          |  |              |         |   |                  |  
|Senior discount notes, to be paid by Coaxial LLC                                               |  | $            | 55,173  |   |                  | $
|                                                                                               |  |             
|Shareholders deficit:                                                                         |  |              |         |   |                  |  
|Common stock; $.01 par value; 1,000 shares authorized, issued and outstanding                  |  |              |        |   |                  |  
|Paid-in-capital                                                                                |  |              | 1       |   |                  |  
|In-substance allocation of proceeds related to senior discount notes to be paid by Coaxial LLC |  |              | (28,646 | ) |                  |  
|Accumulated deficit                                                                            |  |              | (25,833 | ) |                  |  
|                                                                                               |  |              |         |   |                  |  
|Total shareholders deficit                                                                    |  |              | (54,478 | ) |                  |  
|                                                                                               |  |              |         |   |                  |  
|Total liabilities and shareholders deficit                                                    |  | $            | 695     |   |                  | $
|                                                                                               |  |              |         |   |                  |  



See accompanying
notes



8



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COAXIAL FINANCING CORP.

STATEMENTS OF OPERATIONS

(unaudited)

(in thousands)



|                 |  | Three months ended June 30, |        |   | Six months ended June 30, |  
|---------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                 |  | 2003                        |        |   | 2002                      |  
|Expenses:        |  |                             |        |   |                           |  
|                 |  |                             |        |  
|Amortization     |  | $                           | (34    | ) |                           | $
|Interest expense |  |                             | (1,703 | ) |                           |  
|                 |  |                             |        |   |                           |  
|Net loss         |  | $                           | (1,737 | ) |                           | $
|                 |  |                             |        |   |                           |  



See accompanying
notes



9



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COAXIAL FINANCING CORP.

STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                                   |  | Six months ended June 30, |       
|---------------------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                                   |  | 2003                      |       
|Cash flows from operating activities:                                              |  |                           |       
|                                                                                   |  |                          
|Net loss                                                                           |  | $                         | (3,421
|Adjustments to reconcile net loss to net cash provided by operating activities:    |  |                           |       
|Amortization of deferred financing costs                                           |  |                           | 68    
|Accretion of original issue discount on senior discount notes assumed by affiliate |  |                           | 3,353 
|                                                                                   |  |                           |       
|Net cash provided by operating activities                                          |  |                           |      
|                                                                                   |  |                           |       
|Net change in cash                                                                 |  |                           |      
|Cash, beginning of period                                                          |  |                           | 1     
|                                                                                   |  |                           |       
|Cash, end of period                                                                |  | $                         | 1     
|                                                                                   |  |                           |       



See accompanying
notes





10



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COAXIAL FINANCING CORP.

NOTES TO FINANCIAL STATEMENTS



1. Organization



Coaxial Financing
Corp. (the Company), a Delaware corporation, was formed on July 24, 1998, for the sole purpose of being a co-issuer with Coaxial LLC, a related entity, of discount notes which allows certain investors the ability to be holders of the
debt. The Company has no operations. Three individuals own the outstanding shares of the Company.



2. Responsibility for Interim Financial Statements



The accompanying unaudited financial statements of the Company 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 managements opinion, the financial statements reflect all adjustments
considered necessary for a fair statement of the financial position as of the interim dates presented. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial statements
contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company 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. Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2003 are not
necessarily indicative of the results to be expected for the year ending December 31, 2003 or any other interim period.



3. Fair Value of Financial Instruments



The fair value of the Senior Discount Notes was $55.1 million and $36.7 million as of June 30, 2003 and December 31, 2002, respectively.



4. Subsequent Event



On July 22, 2003, Insight Communications Company, Inc. (Insight Inc.) issued a press release announcing it anticipates that it
will have the opportunity, using approximately $30.0 million of its existing cash on hand, to purchase the equity interests of the limited liability companies that own Coaxial Communications of Central Ohio, Inc. (Coaxial Inc. and
together with the limited liability companies that own Coaxial Inc., the Coaxial Entities). As a consequence of this purchase, Insight Inc. will beneficially own 800,000 shares of its outstanding common stock, which it expects to retire.
Insight Inc. also announced plans to refinance the obligations of Insight Communications of Central Ohio, LLC (Insight Ohio) and those of the Coaxial Entities it acquires. As of June 30, 2003, these



11



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COAXIAL FINANCING CORP.

NOTES TO FINANCIAL STATEMENTS



4. Subsequent Event (continued)



obligations were comprised of Insight Ohios credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is
obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial Inc. The transactions will be accomplished through a refinancing of the $900 million term loan under the Insight Midwest Holdings credit
facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion.



The proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of
2003. If the foregoing refinancing transactions are completed, we would no longer file reports with the Securities and Exchange Commission.



12



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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.

BALANCE SHEETS

(in thousands)



|                                                                                                                                                 |  | June 30, 2003 |         |   | December 31,2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ---------------- | -
|                                                                                                                                                 |  | unaudited     |         |   |                  |  
|Assets                                                                                                                                           |  |               |         |   |                  |  
|Investments                                                                                                                                      |  | $             | 10,672  |   |                  | $
|Dividend receivable                                                                                                                              |  |               | 5,250   |   |                  |  
|                                                                                                                                                 |  |               |         |   |                  |  
|Total current assets                                                                                                                             |  |               | 15,922  |   |                  |  
|                                                                                                                                                 |  |              
|Deferred financing costs, net of accumulated amortization of $3,054 and $2,740 as of June 30, 2003 and December 31, 2002,
respectively           |  |               | 1,973   |   |                  |  
|Investment in affiliate                                                                                                                          |  |               | 195,173 |   |                  |  
|                                                                                                                                                 |  |               |         |   |                  |  
|Total assets                                                                                                                                     |  | $             | 213,068 |   |                  | $
|                                                                                                                                                 |  |               |         |   |                  |  
|Liabilities and shareholders equity                                                                                                             |  |               |         |   |                  |  
|Accrued interest                                                                                                                                 |  | $             | 5,250   |   |                  | $
|                                                                                                                                                 |  |               |         |   |                  |  
|Total current liabilities                                                                                                                        |  |               | 5,250   |   |                  |  
|                                                                                                                                                 |  |              
|Senior notes, including $105.6 million to be paid by Phoenix Associates                                                                          |  |               | 140,000 |   |                  |  
|                                                                                                                                                 |  |               |         |   |                  |  
|Total liabilities                                                                                                                                |  |               | 145,250 |   |                  |  
|                                                                                                                                                 |  |              
|Commitments and contingencies                                                                                                                    |  |               |         |   |                  |  
|                                                                                                                                                 |  |              
|Shareholders equity:                                                                                                                            |  |               |         |   |                  |  
|Common stock; $1 par value; 2,000 shares authorized; 1,080 shares issued and outstanding as of June 30, 2003 and December 31,
2002, respectively |  |               | 1       |   |                  |  
|Paid in capital                                                                                                                                  |  |               | 11,501  |   |                  |  
|In-substance allocation of proceeds related to senior notes to be paid by Phoenix Associates                                                     |  |               | (54,429 | ) |                  |  
|Retained earnings                                                                                                                                |  |               | 117,573 |   |                  |  
|Accumulated other comprehensive loss                                                                                                             |  |               | (6,828  | ) |                  |  
|                                                                                                                                                 |  |               |         |   |                  |  
|Total shareholders equity                                                                                                                       |  |               | 67,818  |   |                  |  
|                                                                                                                                                 |  |               |         |   |                  |  
|Total liabilities and shareholders equity                                                                                                       |  | $             | 213,068 |   |                  | $
|                                                                                                                                                 |  |               |         |   |                  |  



See accompanying
notes



13



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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.

STATEMENTS OF OPERATIONS

(unaudited)

(in thousands)



|                                |  | Three months ended June 30, |        |   | Six months ended June 30, |  
|------------------------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                                |  | 2003                        |        |   | 2002                      |  
|Expenses:                       |  |                             |        |   |                           |  
|Amortization                    |  | $                           | (157   | ) |                           | $
|                                |  |                             |        |  
|Other income (expense):         |  |                             |        |   |                           |  
|Interest expense                |  |                             | (3,500 | ) |                           |  
|Dividend on preferred interests |  |                             | 5,203  |   |                           |  
|                                |  |                             |        |   |                           |  
|Total other income, net         |  |                             | 1,703  |   |                           |  
|                                |  |                             |        |   |                           |  
|Net income                      |  | $                           | 1,546  |   |                           | $
|                                |  |                             |        |   |                           |  



See accompanying
notes



14



---

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                              |  | Six months ended June 30, |        
|----------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                              |  | 2003                      |        
|Operating activities:                                                         |  |                           |        
|Net income                                                                    |  | $                         | 3,039  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                           |        
|Amortization                                                                  |  |                           | 314    
|Interest expense assumed by affiliate                                         |  |                           | 5,278  
|Dividend on preferred interest                                                |  |                           | (10,353
|                                                                              |  |                           |        
|Net cash used in operating activities                                         |  |                           | (1,722 
|                                                                              |  |                           |        
|Financing activities:                                                         |  |                           |        
|Capital distributions                                                         |  |                           | (5,278 
|Proceeds from dividend on preferred interest                                  |  |                           | 7,000  
|                                                                              |  |                           |        
|Net cash provided by financing activities                                     |  |                           | 1,722  
|                                                                              |  |                           |        
|Net change in cash                                                            |  |                           |       
|Cash, beginning of period                                                     |  |                           |       
|                                                                              |  |                           |        
|Cash, end of period                                                           |  | $                         |       
|                                                                              |  |                           |        



See accompanying
notes



15



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COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.

NOTES TO FINANCIAL STATEMENTS



1. Organization and Basis of Presentation



Coaxial Communications of Central Ohio, Inc. (the Company or Coaxial Inc.), an Ohio corporation, through its ownership of preferred interests, has
a 30% voting interest in Insight Communications of Central Ohio, LLC (Insight Ohio). Insight Ohio operates a cable television system that provides basic and expanded cable television services to homes in the eastern parts of Columbus,
Ohio and surrounding areas. Prior to August 8, 2000, the Company owned 100% of the voting interest in Insight Ohio and therefore consolidated the financial statements of Insight Ohio for periods prior to such date. In connection with the
contribution of the Companys cable system (the System), the issuance of the Senior Notes and the issuance of the Senior Discount Notes by the Companys majority shareholder, Coaxial LLC, during 1998 the three individuals who
previously owned the outstanding stock of the Company contributed their stock to three separate limited liability companies. Accordingly, the Company is a subsidiary of Coaxial LLC, which owns 671/2% of its outstanding stock.



Other related entities affiliated with the Company in addition to Coaxial LLC, include Coaxial DJM LLC, Coaxial DSM LLC, (collectively, the Coaxial Entities),
Phoenix Associates (Phoenix), Coaxial Financing Corp., Coaxial Associates of Columbus I and Coaxial Associates of Columbus II.



The Company and Phoenix are co-issuers of the Senior Notes. The ability of the Company and Phoenix to make scheduled payments with respect to the Senior Notes is
dependent on the financial and operating performance of Insight Ohio. The required distributions on the Series A preferred equity interest to the Company is designed to provide the cash flow necessary to service the debt requirements on the Senior
Notes.



2. Responsibility for Interim Financial Statements



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



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



16



---

COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.

NOTES TO FINANCIAL STATEMENTS



3. Fair Value of Financial Instruments



The fair value of the Senior Notes was $144.2 million and $122.8 million as of June 30, 2003 and December 31, 2002, respectively.



4. Comprehensive Income (Loss)



Comprehensive income (loss) totaled $2.7 million and $3.8 million for the three and six
months ended June 30, 2003 and ($6.0) million and ($7.3) million for the three and six months ended June 30, 2002, respectively. The Company owns common stock that is 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 balance sheets.



5. Subsequent Event



On July 22, 2003, Insight Communications Company, Inc. (Insight Inc.) issued a press release announcing it anticipates that it will have the opportunity, using approximately $30.0 million of its existing
cash on hand, to purchase the equity interests of the limited liability companies that own Coaxial Inc. (together, with the limited liability companies that own Coaxial Inc., the Coaxial Entities). As a consequence of this purchase,
Insight Inc. will beneficially own 800,000 shares of its outstanding common stock, which it expects to retire. Insight Inc. also announced plans to refinance the obligations of Insight Ohio and those of the Coaxial Entities it acquires. As of June
30, 2003, these obligations were comprised of Insight Ohios credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is
obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial Inc. The transactions will be accomplished through a refinancing of the $900 million term loan under the Insight Midwest Holdings credit
facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion.



The proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of
2003. If the foregoing refinancing transactions are completed, we would no longer file reports with the Securities and Exchange Commission.



17



---

PHOENIX ASSOCIATES

BALANCE SHEETS

(in thousands)



|                                                                                                                                       |  | June 30, 2003 |          |   | December 31, 2002 |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ----------------- | -
|                                                                                                                                       |  | unaudited     |          |   |                   |  
|Assets                                                                                                                                 |  |               |          |   |                   |  
|Deferred financing costs, net of accumulated amortization of $3,054 and $2,740 as of June 30, 2003 and December 31, 2002,
respectively |  | $             | 1,973    |   |                   | $
|                                                                                                                                       |  |               |          |   |                   |  
|Total assets                                                                                                                           |  | $             | 1,973    |   |                   | $
|                                                                                                                                       |  |               |          |   |                   |  
|Liabilities and partners deficit                                                                                                      |  |               |          |   |                   |  
|Accrued interest                                                                                                                       |  | $             | 5,250    |   |                   | $
|                                                                                                                                       |  |               |          |   |                   |  
|Total current liabilities                                                                                                              |  |               | 5,250    |   |                   |  
|                                                                                                                                       |  |              
|Senior notes, including $34.4 million to be paid by Coaxial Communications of Central Ohio, Inc.                                       |  |               | 140,000  |   |                   |  
|                                                                                                                                       |  |               |          |   |                   |  
|Total liabilities                                                                                                                      |  |               | 145,250  |   |                   |  
|                                                                                                                                       |  |              
|Commitments and contingencies                                                                                                          |  |               |          |   |                   |  
|                                                                                                                                       |  |              
|Partners deficit:                                                                                                                     |  |               |          |   |                   |  
|In-substance allocation of proceeds related to senior notes to be paid by Coaxial Communications of Central Ohio,
Inc.                 |  |               | (17,711  | ) |                   |  
|Partners accumulated deficit                                                                                                          |  |               | (125,566 | ) |                   |  
|                                                                                                                                       |  |               |          |   |                   |  
|Total partners deficit                                                                                                                |  |               | (143,277 | ) |                   |  
|                                                                                                                                       |  |               |          |   |                   |  
|Total liabilities and partners deficit                                                                                                |  | $             | 1,973    |   |                   | $
|                                                                                                                                       |  |               |          |   |                   |  



See accompanying
notes



18



---

PHOENIX ASSOCIATES

STATEMENTS OF OPERATIONS

(unaudited)

(in thousands)



|                                |  | Three months ended June 30, |        |   | Six months ended June 30, |  
|------------------------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                                |  | 2003                        |        |   | 2002                      |  
|Expenses:                       |  |                             |        |   |                           |  
|Amortization                    |  | $                           | (157   | ) |                           | $
|                                |  |                             |        |  
|Interest income (expense):      |  |                             |        |   |                           |  
|Interest incomerelated parties |  |                             |       |   |                           |  
|Interest expense                |  |                             | (3,500 | ) |                           |  
|                                |  |                             |        |   |                           |  
|Total interest expense, net     |  |                             | (3,500 | ) |                           |  
|                                |  |                             |        |   |                           |  
|Net loss                        |  | $                           | (3,657 | ) |                           | $
|                                |  |                             |        |   |                           |  



See accompanying
notes



19



---

PHOENIX ASSOCIATES

STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                            |  | Six months ended June 30, |       
|--------------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                            |  | 2003                      |       
|Operating activities:                                                       |  |                           |       
|Net loss                                                                    |  | $                         | (7,314
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |       
|Amortization of deferred financing fees                                     |  |                           | 314   
|Interest expense assumed by affiliate                                       |  |                           | 1,722 
|Changes in operating assets and liabilities:                                |  |                           |       
|Interest receivable                                                         |  |                           |      
|                                                                            |  |                           |       
|Net cash used in operating activities                                       |  |                           | (5,278
|                                                                            |  |                           |       
|Financing activities:                                                       |  |                           |       
|Capital contributions                                                       |  |                           | 5,278 
|                                                                            |  |                           |       
|Net cash provided by financing activities                                   |  |                           | 5,278 
|                                                                            |  |                           |       
|Net change in cash                                                          |  |                           |      
|Cash, beginning of period                                                   |  |                           |      
|                                                                            |  |                           |       
|Cash, end of period                                                         |  | $                         |      
|                                                                            |  |                           |       



See accompanying
notes



20



---

PHOENIX ASSOCIATES

NOTES TO FINANCIAL STATEMENTS



1.
Business Organization and Purpose



Phoenix Associates (the
Company) is a Florida general partnership organized for the primary purpose of purchasing promissory notes, mortgages, deeds of trust, debt securities and other types of securities and purchasing and acquiring rights in any loan
agreements or other documents relating to those securities. The Company has no operations.



The Company is owned by three separate LLCs whose sole members are individual partners who share profits and losses in the ratio of 671/2%, 221/2% and 10%, respectively.



Other related entities affiliated with the Company include
Coaxial LLC, Coaxial Financing Corp., Coaxial Communications of Central Ohio, Inc. (Coaxial Inc.), Insight Communications of Central Ohio, LLC (Insight Ohio), Coaxial Associates of Columbus I (Columbus I) and
Coaxial Associates of Columbus II (Columbus II).



The Company and
Coaxial Inc. are co-issuers of the Senior Notes. The ability of the Company and Coaxial Inc. to make scheduled payments with respect to the Senior Notes is dependent on the financial and operating performance of Insight Ohio. The required
distributions on the Series A preferred equity interest to Coaxial Inc. and ultimately the Company is designed to provide the cash flow necessary to service the debt requirements on the Senior Notes.



2. Responsibility for Interim Financial Statements



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



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



21



---

PHOENIX ASSOCIATES

NOTES TO FINANCIAL STATEMENTS



3.
Fair Value of Financial Instruments



The fair value of the Senior Notes
was $144.2 million and $122.8 million as of June 30, 2003 and December 31, 2002, respectively.



4. Subsequent Event



On July 22, 2003,
Insight Communications Company, Inc. (Insight Inc.) issued a press release announcing it anticipates that it will have the opportunity, using approximately $30.0 million of its existing cash on hand, to purchase the equity interests of
the limited liability companies that own Coaxial Inc. (together, with the limited liability companies that own Coaxial Inc., the Coaxial Entities). As a consequence of this purchase, Insight Inc. will beneficially own 800,000 shares of
its outstanding common stock, which it expects to retire. Insight Inc. also announced plans to refinance the obligations of Insight Ohio and those of the Coaxial Entities it acquires. As of June 30, 2003, these obligations were comprised of Insight
Ohios credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by Insight Ohio and for which Insight Ohio is obligated to make distributions in respect of the
Series A and Series B preferred interests held by Coaxial Inc. The transactions will be accomplished through a refinancing of the $900 million term loan under the Insight Midwest Holdings credit facility into a new $1.125 billion term loan,
increasing the total credit facility size to $1.975 billion from $1.750 billion.



The proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of 2003. If the foregoing refinancing transactions are completed, we
would no longer file reports with the Securities and Exchange Commission.



22



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

BALANCE SHEETS

(in thousands)



|                                                                                                                                         |  | June 30, 2003 |          |   | December 31,2002 |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | -
|                                                                                                                                         |  | unaudited     |          |   |                  |  
|Assets                                                                                                                                   |  |               |          |   |                  |  
|Cash and cash equivalents                                                                                                                |  | $             | 7,790    |   |                  | $
|Trade accounts receivable, net of allowance for doubtful accounts of $58 and $50 as of June 30, 2003 and December 31, 2002,
respectively |  |               | 1,806    |   |                  |  
|Launch funds receivable                                                                                                                  |  |               |         |   |                  |  
|Prepaid expenses and other assets                                                                                                        |  |               | 969      |   |                  |  
|                                                                                                                                         |  |               |          |   |                  |  
|Total current assets                                                                                                                     |  |               | 10,565   |   |                  |  
|                                                                                                                                         |  |              
|Fixed assets, net                                                                                                                        |  |               | 102,580  |   |                  |  
|Intangible assets, net                                                                                                                   |  |               | 573      |   |                  |  
|                                                                                                                                         |  |               |          |   |                  |  
|Total assets                                                                                                                             |  | $             | 113,718  |   |                  | $
|                                                                                                                                         |  |               |          |   |                  |  
|Liabilities and members deficit                                                                                                         |  |               |          |   |                  |  
|Accounts payable                                                                                                                         |  | $             | 1,059    |   |                  | $
|Accrued expenses and other liabilities                                                                                                   |  |               | 2,521    |   |                  |  
|Accrued programming costs                                                                                                                |  |               | 4,536    |   |                  |  
|Deferred revenue                                                                                                                         |  |               | 636      |   |                  |  
|Debtcurrent portion                                                                                                                     |  |               | 15,834   |   |                  |  
|Interest payable                                                                                                                         |  |               | 99       |   |                  |  
|Preferred interest distribution payable                                                                                                  |  |               | 5,250    |   |                  |  
|Due to affiliates                                                                                                                        |  |               | 7,248    |   |                  |  
|                                                                                                                                         |  |               |          |   |                  |  
|Total current liabilities                                                                                                                |  |               | 37,183   |   |                  |  
|                                                                                                                                         |  |              
|Deferred revenue                                                                                                                         |  |               | 529      |   |                  |  
|Debt                                                                                                                                     |  |               | 6,666    |   |                  |  
|                                                                                                                                         |  |               |          |   |                  |  
|Total liabilities                                                                                                                        |  |               | 44,378   |   |                  |  
|                                                                                                                                         |  |              
|Commitments and contingencies                                                                                                            |  |               |          |   |                  |  
|                                                                                                                                         |  |              
|Preferred interests                                                                                                                      |  |               | 195,173  |   |                  |  
|                                                                                                                                         |  |              
|Members deficit                                                                                                                         |  |               | (125,833 | ) |                  |  
|                                                                                                                                         |  |               |          |   |                  |  
|Total liabilities and members deficit                                                                                                   |  | $             | 113,718  |   |                  | $
|                                                                                                                                         |  |               |          |   |                  |  



See accompanying
notes



23



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

STATEMENTS OF OPERATIONS

(unaudited)

(in thousands)



|                                          |  | Three months Ended June 30, |        |   | Six months Ended June 30, |  
|----------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                                          |  | 2003                        |        |   | 2002                      |  
|Revenue                                   |  | $                           | 17,052 |   |                           | $
|                                          |  |                             |        |  
|Operating costs and expenses:             |  |                             |        |   |                           |  
|Programming and other operating costs     |  |                             | 6,865  |   |                           |  
|Selling, general and administrative       |  |                             | 3,112  |   |                           |  
|Management fees                           |  |                             | 514    |   |                           |  
|Depreciation and amortization             |  |                             | 5,158  |   |                           |  
|                                          |  |                             |        |   |                           |  
|Total operating costs and expenses        |  |                             | 15,649 |   |                           |  
|                                          |  |                             |        |  
|Operating income                          |  |                             | 1,403  |   |                           |  
|                                          |  |                             |        |  
|Other income (expense):                   |  |                             |        |   |                           |  
|Interest expense                          |  |                             | (185   | ) |                           |  
|Interest income                           |  |                             | 13     |   |                           |  
|Other                                     |  |                             | 21     |   |                           |  
|                                          |  |                             |        |   |                           |  
|Total other expense, net                  |  |                             | (151   | ) |                           |  
|                                          |  |                             |        |  
|Net income                                |  |                             | 1,252  |   |                           |  
|Accrual of preferred interests            |  |                             | (5,203 | ) |                           |  
|                                          |  |                             |        |   |                           |  
|Net loss attributable to common interests |  | $                           | (3,951 | ) |                           | $
|                                          |  |                             |        |   |                           |  



See accompanying
notes



24



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)



|                                                                                  |  | Six months ended June 30, |       
|--------------------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                                  |  | 2003                      |       
|Operating activities:                                                             |  |                           |       
|Net income                                                                        |  | $                         | 2,771 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |       
|Depreciation and amortization                                                     |  |                           | 9,911 
|Provision for losses on trade accounts receivable                                 |  |                           | 415   
|Changes in operating assets and liabilities:                                      |  |                           |       
|Trade accounts receivable                                                         |  |                           | 139   
|Launch funds receivable                                                           |  |                           | 72    
|Prepaid expenses and other assets                                                 |  |                           | (156  
|Accounts payable                                                                  |  |                           | (3,032
|Accrued expenses and other liabilities                                            |  |                           | 4,238 
|                                                                                  |  |                           |       
|Net cash provided by operating activities                                         |  |                           | 14,358
|                                                                                  |  |                           |       
|Investing activities:                                                             |  |                           |       
|Purchase of property and equipment                                                |  |                           | (5,062
|Purchase of intangible assets                                                     |  |                           |      
|                                                                                  |  |                           |       
|Net cash used in investing activities                                             |  |                           | (5,062
|                                                                                  |  |                           |       
|Financing activities:                                                             |  |                           |       
|Capital contributions                                                             |  |                           | 7,000 
|Preferred interest distribution                                                   |  |                           | (7,000
|Repayment of credit facility                                                      |  |                           | (2,500
|                                                                                  |  |                           |       
|Net cash provided by (used in) financing activities                               |  |                           | (2,500
|                                                                                  |  |                           |       
|Net change in cash and cash equivalents                                           |  |                           | 6,796 
|Cash and cash equivalents, beginning of period                                    |  |                           | 994   
|                                                                                  |  |                           |       
|Cash and cash equivalents, end of period                                          |  | $                         | 7,790 
|                                                                                  |  |                           |       



See accompanying
notes



25



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

NOTES TO FINANCIAL STATEMENTS



1. Business Organization and Purpose



Insight Communications of Central Ohio, LLC (the Company) is a subsidiary of Insight Holdings of Ohio, LLC which owns 100% of its common equity, which is a wholly owned subsidiary of Insight Midwest, L.P. (Insight
Midwest). Insight Midwest is equally owned by Insight Communications Company L.P. (Insight LP) and an affiliate of Comcast Cable Holdings, LLC (Comcast Cable) (formerly known as AT&T Broadband, LLC). Insight LP, as
general partner and manager of Insight Midwest, manages and operates the Companys systems. The Company provides basic and expanded cable television services to homes in the eastern parts of Columbus, Ohio and surrounding areas.



2. Responsibility for Interim Financial Statements



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



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



3. Recent Accounting Pronouncements



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



In June 2002, the FASB issued SFAS No. 146, Accounting for Disposal Obligations, which became effective for the Company beginning January 1, 2003. SFAS No.
146 supersedes EITF Issue No. 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity



26



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

NOTES TO FINANCIAL STATEMENTS



3. Recent Accounting Pronouncements (continued)



(including Certain Costs Incurred in a Restructuring). SFAS No. 146 addresses the accounting for and disclosure of costs to terminate an existing contractual obligation (including but not limited to operating leases), incremental
direct and other costs associated with the related disposal activity and termination benefits (severance pay) provided to employees pursuant to a one-time benefit arrangement that does not constitute a preexisting or newly-created ongoing benefit
plan. The adoption of SFAS No. 146 had no impact on the Companys consolidated financial position or results of operations.



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



4. Related Party Transactions



Management Fees



The Company pays Insight LP management fees of approximately 3% of its revenue to serve as manager of the Companys cable systems.



Programming



The Company purchases the majority of its programming through affiliates of Comcast Cable. Charges for such programming, including a 11/2% administrative fee, were $2.1 million and $4.3 million for the three and six months ended June 30, 2003 and $1.7
million and $3.4 million for the three and six months ended June 30, 2002, respectively. As of June 30, 2003 and December 31, 2002, $3.0 million and $1.4 million of accrued programming costs were due to affiliates of Comcast Cable. The company
believes that the programming rates charged through these affiliates are lower than those available from independent parties.



Telephone Agreements



In July 2000, to facilitate delivery of telephone services Insight Midwest entered into a ten-year agreement with AT&T Broadband (now known as Comcast Cable) that
allows the Company to deliver local telephone service. Under the terms of the agreement, the Company leases certain capacity on its local network to Comcast Cable. Revenue earned from leased network capacity used in the provision of



27



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

NOTES TO FINANCIAL STATEMENTS



4. Related Party Transactions (continued)



telephone services was $77,000 and $131,000 for the three and six months ended June 30, 2003 and $10,000 and $13,000 for the three and six months ended June 30, 2002.



In addition, the Company 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.



5.
Commitments and Contingencies



Programming Contracts



The Company enters into long-term contracts with third parties who
provide programming for distribution over the Companys cable television systems. These programming contracts are a significant part of its business and represent a substantial portion of its operating costs. Since future fees under such
contracts are based on numerous variables, including number and type of customers, the Company has not recorded any liabilities with respect to such contracts.



Litigation



The Company is party in or may be affected by various matters under litigation. Management believes that the ultimate outcome of these matters will not have a significant
adverse effect on the Companys future results of operations or financial position.



6. Subsequent Event



On July 22, 2003,
Insight Communications Company, Inc. (Insight Inc.), the parent of Insight LP, issued a press release announcing it anticipates that it will have the opportunity, using approximately $30.0 million of its existing cash on hand, to
purchase the equity interests of the limited liability companies that own Coaxial Communications of Central Ohio, Inc. (Coaxial and together with the limited liability companies that own Coaxial, the Coaxial Entities). As a
consequence of this purchase, Insight Inc. will beneficially own 800,000 shares of its outstanding common stock, which it expects to retire. Insight Inc. also announced plans to refinance the obligations of the Company and those of the Coaxial
Entities it acquires. As of June 30, 2003, these obligations were comprised of the Companys credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity) conditionally guaranteed by the
Company and for which the Company is obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial. The transactions will be accomplished through a refinancing of the $900 million term loan under the
Insight Midwest Holdings credit facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion.



28



---

INSIGHT COMMUNICATIONS OF CENTRAL OHIO, LLC

NOTES TO FINANCIAL STATEMENTS



6. Subsequent Event (continued)



The
proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing is expected to occur during the third quarter of 2003. If the foregoing refinancing transactions are completed, we would no longer
file reports with the Securities and Exchange Commission.



29



---

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



The following discussion should be read in conjunction with the financial statements and
related notes that are included elsewhere in this report.



Forward-Looking
Statements



This report contains forward-looking statements,
including statements containing the words believes, anticipates, expects and words of similar import, which concern, among other things, the operations, economic performance and financial condition of Insight
Communications of Central Ohio, LLC (Insight Ohio or the System). All statements other than statements of historical fact included in this report regarding Coaxial LLC (Coaxial), Coaxial Financing Corp. and
Insight Ohio (collectively, the Companies) or any of the transactions described in this report, including the timing, financing, strategies and effects of such transactions, are forward-looking statements. Such forward-looking statements
are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Companies, and reflect future business decisions that are subject to
change. Although the management of the Companies believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct. Important factors that could
cause actual results to differ materially from expectations include, without limitation:



| |  |  | the ability of Coaxial and Coaxial Financing Corp. to make scheduled payments with respect to the Senior Discount Notes (as defined below) which is dependent upon the financial and
operating performance of the System;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fact that a substantial portion of the Systems cash flow from operations is required to be dedicated to the payment of principal and interest on its indebtedness and the
required distributions with respect to its Preferred Interests, thereby reducing the funds available to the System for its operations and future business opportunities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fact that Coaxial and Coaxial Financing Corp. have no significant assets other than Coaxials ownership of the common equity of Coaxial Communications of Central Ohio, Inc.
(Coaxial Inc.) and notes issued by Coaxial DJM LLC (an owner of 22.5% of the common equity of Coaxial Inc.) and Coaxial DSM LLC (an owner of 10% of the common equity of Coaxial Inc.) to Coaxial; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fact that the indenture governing the terms of the Senior Discount Notes imposes restrictions on Coaxial, Coaxial Financing Corp. and Insight Ohio and the Senior Credit Facility
of the System imposes restrictions on Insight Ohio.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Management
of the Companies does not intend to update these forward-looking statements.



Coaxial and Coaxial Financing Corp. do not conduct any business and are dependent upon the cash flow of the System to meet their obligations under the Senior Discount Notes. Insight Communications Company, LP (Insight LP) serves
as the manager of the System.



30



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The following discussion relates to the operations of the System for the three and six months ended June 30, 2003
compared to the three and six months ended June 30, 2002.



Overview



The System relies on Insight LP, for all of its strategic, managerial,
financial and operational oversight and advice. Insight LP also centrally purchases programming and equipment and provides the associated discount to the System. In exchange for all such services provided to the System and subject to certain
restrictions contained in the covenants with respect to Insight Ohios Senior Credit Facility and the Senior Notes, Insight LP receives management fees of approximately 3.0% of gross operating revenue of the System. Such management fees are
payable only after distributions have been made with respect to the Preferred Interests and only to the extent that such payments would be permitted by an exception to the restricted payments covenants of the Senior Notes as well as Insight
Ohios Senior Credit Facility.



Results of Operations



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



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



|                                                    |  | Three months Ended June 30, |        |   | Six months Ended June 30, |  
|--------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | -
|                                                    |  | 2003                        |        |   | 2002                      |  
|                                                    |  | (in thousands)              |       
|Revenue                                             |  | $                           | 17,052 |   |                           | $
|Operating costs and expenses:                       |  |                             |        |   |                           |  
|Programming and other operating costs               |  |                             | 6,865  |   |                           |  
|Selling, general and administrative                 |  |                             | 3,112  |   |                           |  
|Management fees                                     |  |                             | 514    |   |                           |  
|Depreciation and amortization                       |  |                             | 5,158  |   |                           |  
|                                                    |  |                             |        |   |                           |  
|Total operating costs and expenses                  |  |                             | 15,649 |   |                           |  
|                                                    |  |                             |        |   |                           |  
|Operating income                                    |  |                             | 1,403  |   |                           |  
|Operating cash flow                                 |  |                             | 6,561  |   |                           |  
|Interest expense                                    |  |                             | (185   | ) |                           |  
|Net income                                          |  |                             | 1,252  |   |                           |  
|Net cash provided by operating activities           |  |                             | 7,202  |   |                           |  
|Net cash used in investing activities               |  |                             | 2,807  |   |                           |  
|Net cash provided by (used in) financing activities |  |                             | (1,250 | ) |                           |  



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Operating cash flow is a financial measure that is not calculated and presented in accordance with accounting principles
generally accepted in the United States. Insight Ohio defines operating cash flow as operating income or loss before depreciation and amortization. Operating cash flow eliminates the uneven effect on operating income of non-cash depreciation of
tangible assets and amortization of certain intangible assets and, therefore, is useful to management in measuring the overall operational strength and performance of Insight Ohio. 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 Insight Ohios 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 Insight Ohio because of the substantial debt it incurred to acquire its
cable television systems and finance the capital expenditures for the upgrade of its 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 Insight Ohios
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
Insight Ohios measure of operating cash flow may not be directly comparable to similar measures used by other companies. Operating cash flow should not be regarded as an alternative to, or more meaningful than, either operating income or net
income as an indicator of operating performance or cash flows as a measure of liquidity, as well as other measures of financial performance reported in accordance with accounting principles generally accepted in the United States.



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



|                              |  | Three MonthsEnded June 30, |       | Six Months Ended June 30,
|----------------------------- |  | -------------------------- | ----- | -------------------------
|                              |  | 2003                       |       | 2002                     
|                              |  | (in thousands)            
|Operating income              |  | $                          | 1,403 |                          
|Adjustment:                   |  |                            |       |                          
|Depreciation and amortization |  |                            | 5,158 |                          
|                              |  |                            |       |                          
|Operating cash flow           |  | $                          | 6,561 |                          
|                              |  |                            |       |                          



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



Revenue increased $1.4
million or 9% primarily as a result of gains in the Systems high-speed data and digital services, which increased 35% and 16% over the prior years quarter, respectively. In addition, the Systems basic cable service revenue
increased 5% primarily due to basic cable rate increases implemented in July 2002. For the three months ended June 30, 2003, customers served averaged approximately 87,000 compared to approximately 87,700 during the three months ended June 30, 2002.



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



|                              |  | 2003Revenueby ServiceOffering |        | % ofTotalRevenue |       |   | 2002Revenueby ServiceOffering |   | % ofTotalRevenue | 
|----------------------------- |  | ----------------------------- | ------ | ---------------- | ----- | - | ----------------------------- | - | ---------------- | 
|Basic                         |  | $                             | 7,965  |                  | 46.7  | % |                               | $ | 7,554            | 
|Digital                       |  |                               | 1,594  |                  | 9.3   | % |                               |   | 1,369            | 
|High-speed data               |  |                               | 2,761  |                  | 16.2  | % |                               |   | 2,048            | 
|Premium / analog pay-per-view |  |                               | 1,528  |                  | 8.9   | % |                               |   | 1,711            | 
|Advertising                   |  |                               | 1,322  |                  | 7.8   | % |                               |   | 1,154            | 
|Franchise fees                |  |                               | 389    |                  | 2.3   | % |                               |   | 385              | 
|Other                         |  |                               | 1,493  |                  | 8.8   | % |                               |   | 1,434            | 
|                              |  |                               |        |                  |       |   |                               |   |                  | 
|Total                         |  | $                             | 17,052 |                  | 100.0 | % |                               | $ | 15,655           | 
|                              |  |                               |        |                  |       |   |                               |   |                  | 



Revenue Generating Units
(RGUs) were approximately 141,300 as of June 30, 2003 compared to approximately 131,100 as of June 30, 2002. This represents an annual growth rate of 8%. RGUs represent the sum of basic and digital video, high-speed data and telephone
customers.



Average monthly revenue per basic customer for the three months
ended June 30, 2003 was $65.29 compared to $59.52 for the three months ended June 30, 2002. Average monthly revenue per basic customer for digital and high-speed data services was $16.67 for the three months ended June 30, 2003 compared to $12.99
for the three months ended June 30, 2002.



Programming and other operating
costs increased $1.4 million or 26%. The increase was primarily attributable to other operating costs, which increased as a result of a decrease in the amount of technical employee salaries capitalized and increases in plant maintenance costs.
Additionally, the increase was also attributable to a 30% increase in our high-speed data costs due to increased customers served and a 4% increase in our programming costs due to increased programming and customers served.



Selling, general and administrative expenses remained relatively flat quarter over quarter.
The 1% increase is primarily attributable to annual salary increases and increases in payroll related costs for existing employees as well as the addition of new employees and increases in customer collection fees. These increases were partially
offset by a decrease in bad debt expense.



Management fees are directly related
to revenue as these fees are calculated as approximately 3% of gross revenues.



Depreciation and amortization expense increased $1.2 million or 31% primarily as a result of additional capital expenditures through June 30, 2003 to extend our plant and continue the rollout of digital, high-speed data and telephone
services to existing and new service areas.



Operating cash flow decreased 2%
to $6.6 million for the three months ended June 30, 2003 down from $6.7 million for the three months ended June 30, 2002. This decrease was primarily due to the $1.5



33



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million or 17% increase in programming and other operating costs, selling, general and administrative expenses and
management fees offset by the $1.4 million or 9% increase in revenue.



Interest
expense decreased $62,000 or 25% primarily as a result of a decrease in the average interest rate and average debt outstanding quarter over quarter.



For the three months ended June 30, 2003, net income was $1.3 million.



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



Revenue increased $3.1 million or 10% primarily as a result of gains in the Systems high-speed data and digital services, which increased 46% and 23% over the
prior years quarter, respectively. In addition, the Systems basic cable service revenue increased 6% primarily due to basic cable rate increases implemented in July 2002. For the six months ended June 30, 2003, customers served averaged
approximately 87,400 compared to approximately 87,100 during the six months ended June 30, 2002.



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



|                              |  | 2003Revenueby ServiceOffering |        | % ofTotalRevenue |       |   | 2002Revenueby ServiceOffering |   | % ofTotalRevenue | 
|----------------------------- |  | ----------------------------- | ------ | ---------------- | ----- | - | ----------------------------- | - | ---------------- | 
|Basic                         |  | $                             | 16,019 |                  | 47.3  | % |                               | $ | 15,074           | 
|Digital                       |  |                               | 3,139  |                  | 9.3   | % |                               |   | 2,558            | 
|High-speed data               |  |                               | 5,305  |                  | 15.7  | % |                               |   | 3,642            | 
|Premium / analog pay-per-view |  |                               | 3,135  |                  | 9.3   | % |                               |   | 3,480            | 
|Advertising                   |  |                               | 2,510  |                  | 7.4   | % |                               |   | 2,225            | 
|Franchise fees                |  |                               | 783    |                  | 2.3   | % |                               |   | 785              | 
|Other                         |  |                               | 2,952  |                  | 8.7   | % |                               |   | 2,931            | 
|                              |  |                               |        |                  |       |   |                               |   |                  | 
|Total                         |  | $                             | 33,843 |                  | 100.0 | % |                               | $ | 30,695           | 
|                              |  |                               |        |                  |       |   |                               |   |                  | 



Average monthly revenue per basic
customer for the six months ended June 30, 2003 was $64.57 compared to $58.71 for the six months ended June 30, 2002. Average monthly revenue per basic customer for digital and high-speed data services was $16.11 for the six months ended June 30,
2003 compared to $11.86 for the six months ended June 30, 2002.



Programming
and other operating costs increased $2.3 million or 21%. The increase was primarily attributable to a 42% increase in our high-speed data costs due to increased customers served and an 8% increase in our programming costs due to increased
programming and customers served. Additionally, the increase was also attributable to other operating costs, which increased as a result of a decrease in the amount of technical employee salaries capitalized and increases in plant maintenance costs.



34



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Selling, general and administrative expenses increased $313,000 or 5% period over period. The increase is primarily
attributable to annual salary increases and increases in payroll related costs for existing employees as well as the addition of new employees and an increase in customer collection fees. These increases were partially offset by a decrease in bad
debt expense.



Management fees are directly related to revenue as these fees
are calculated as approximately 3% of gross revenues.



Depreciation and
amortization expense increased $2.3 million or 30% primarily as a result of additional capital expenditures through June 30, 2003 to extend our plant and continue the rollout of digital, high-speed data and telephone services to existing and new
service areas.



Operating cash flow increased 3% to $13.0 million for the six
months ended June 30, 2003 up from $12.6 million for the six months ended June 30, 2002. This increase was primarily due to the $3.1 million or 10% increase in revenue offset by the $2.7 million or 15% increase in programming and other operating
costs, selling, general and administrative expenses, and management fees.



Interest expense decreased $47,000 or 10% primarily as a result of a decrease in the average interest rate and average debt outstanding quarter over quarter.



For the six months ended June 30, 2003, net income was $2.8 million.



Liquidity and Capital Resources



The cable television business is a capital-intensive business that generally requires financing for the upgrade, expansion and maintenance of the technical
infrastructure. Capital expenditures totaled $5.1 million for the six months ended June 30, 2003. These expenditures were primarily for the upgrade of the System to support the telephone rollout, the purchase of customer premise equipment and plant
expansions. Capital expenditures were financed by cash flows from operations and capital contributions.



Cash provided by operations for the six months ended June 30, 2003 and 2002 was $14.4 million and $11.0 million, respectively. The increase was primarily attributable to the timing of cash receipts and payments
related to working capital accounts.



Cash used in investing activities for the
six months ended June 30, 2003 and 2002 was $5.1 million and $13.1 million, respectively, reflecting capital expenditures to upgrade the System for the continued rollout of telephone, the purchase of customer premise equipment and to build plant
extensions.



Cash used in financing activities for the six months ended June
30, 2003 was $2.5 million. This was comprised of capital contributions from Insight Midwest of $7.0 million offset by distributions on preferred interests of $7.0 million and a repayment of the Ohio credit facility of $2.5 million. Cash provided by
financing activities for the six months ended June 30, 2002 was $3.0 million consisting of capital contributions of $10.0 million, less distributions on preferred interests of $7.0 million.



35



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The Senior Credit Facility contains covenants restricting, among other things, the Companys ability to make capital
expenditures, acquire or dispose of assets, make investments and engage in transactions with related parties. The facility also requires compliance with certain financial ratios and contains customary events of default. Given current operating
conditions and projected results of operations, we anticipate full compliance with this credit facility agreement, as amended, for the foreseeable future.



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



|                       |  | Long-Term Debt |        | PreferredInterests |   | OperatingLeases |  | Total
|---------------------- |  | -------------- | ------ | ------------------ | - | --------------- |  | -----
|2003                   |  | $              | 2,500  |                    | $ |                |  | $    
|2004                   |  |                | 20,000 |                    |   |                |  |      
|2005                   |  |                |       |                    |   |                |  |      
|2006                   |  |                |       |                    |   | 140,000         |  |      
|2007                   |  |                |       |                    |   |                |  |      
|Thereafter             |  |                |       |                    |   | 55,869          |  |      
|                       |  |                |        |                    |   |                 |  |      
|Total cash obligations |  | $              | 22,500 |                    | $ | 195,869         |  | $    
|                       |  |                |        |                    |   |                 |  |      



Management has determined that cash
flows from operations will not be sufficient to finance the operating and capital requirements of the System, debt service requirements and distributions on the Preferred Interests for the current year. As such, Insight Midwest has committed to
provide capital contributions to fund cash requirements through the year ending December 31, 2003.



On July 22, 2003, Insight Communications Company, Inc. (Insight Inc.), the parent of Insight LP, issued a press release announcing it anticipates that it will have the opportunity, using approximately
$30.0 million of its existing cash on hand, to purchase the equity interests of the limited liability companies that own Coaxial Communications of Central Ohio, Inc. (Coaxial and together with the limited liability companies that own
Coaxial, the Coaxial Entities). As a consequence of this purchase, Insight Inc. will beneficially own 800,000 shares of its outstanding common stock, which it expects to retire. Insight Inc. also announced plans to refinance the
obligations of the Company and those of the Coaxial Entities it acquires. As of June 30, 2003, these obligations were comprised of the Companys credit facility ($22.5 million principal amount), and the 10% senior notes due 2006 ($140.0 million
principal amount) and 127/8% senior discount notes due 2008 ($55.9 million principal amount at maturity)
conditionally guaranteed by the Company and for which the Company is obligated to make distributions in respect of the Series A and Series B preferred interests held by Coaxial. The transactions will be accomplished through a refinancing of the $900
million term loan under the Insight Midwest Holdings credit facility into a new $1.125 billion term loan, increasing the total credit facility size to $1.975 billion from $1.750 billion.



36



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The proposed transactions are subject to the completion of definitive documents and customary closing conditions. Closing
is expected to occur during the third quarter of 2003. If the foregoing refinancing transactions are completed, we would no longer file reports with the Securities and Exchange Commission.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Companies do not engage in trading market risk sensitive instruments and do not purchase
hedging instruments or other than trading instruments that are likely to expose them to market risk, interest rate, foreign currency exchange, commodity price or equity price risk. The Companies have not entered into forward or future
contracts, purchased options or entered into swap agreements.



Insight
Ohios Senior Credit Facility bears interest at floating rates. Accordingly, Insight Ohio is exposed to potential losses related to changes in interest rates. A hypothetical 100 basis point increase in interest rates along the entire interest
rate yield curve would increase projected annual interest expense by $225,000. The Senior Notes issued by Coaxial Inc. and Phoenix bear interest at fixed rates.



The fair value of borrowings under Insight Ohios senior credit facility approximates carrying value as it bears interest at floating rates. The fair value and
carrying value of the Senior Notes and Senior Discount Notes as of June 30, 2003 was $144.2 million and $140.0 million and $55.1 million and $55.2 million, respectively.



Item 4. Controls and Procedures



Coaxial LLCs management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of
Coaxial LLCs disclosure controls and procedures as of June 30, 2003. Based upon that evaluation, Coaxial LLCs Chief Executive Officer and Chief Financial Officer concluded that Coaxial LLCs disclosure controls and procedures were
effective to ensure that information required to be disclosed by Coaxial LLC in reports that it files or submits 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 Coaxial LLCs internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2003 that has materially affected, or is
reasonably likely to materially affect, its internal control over financial reporting.



Coaxial Financing Corp.s management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of Coaxial Financing Corp.s disclosure controls and
procedures as of June 30, 2003. Based upon that evaluation, Coaxial Financing Corp.s Chief Executive Officer and Chief Financial Officer concluded that Coaxial Financing Corp.s disclosure controls and procedures were effective to ensure
that information required to be disclosed by Coaxial Financing Corp. in reports that it files or submits under the Securities Exchange Act of 1934 is



37



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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 Coaxial Financing
Corp.s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to
materially affect, its internal control over financial reporting.



Insight
Ohios management carried out an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of Insight Ohios disclosure controls and procedures as of June 30, 2003. Based upon that
evaluation, Insight Ohios Chief Executive Officer and Chief Financial Officer concluded that Insight Ohios disclosure controls and procedures were effective to ensure that information required to be disclosed by Insight Ohio in reports
that it files or submits 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 Insight Ohios internal control over financial
reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, its internal control over
financial reporting.



PART IIOTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits:



| | 31.1 |  | Rule 13a-14(a)/15d-14(a) Certifications
| | ---- |  | ---------------------------------------

| | 31.2 |  | Rule 13a-14(a)/15d-14(a) Certifications
| | ---- |  | ---------------------------------------

| | 31.3 |  | Rule 13a-14(a)/15d-14(a) Certifications
| | ---- |  | ---------------------------------------

| | 31.4 |  | Rule 13a-14(a)/15d-14(a) Certifications
| | ---- |  | ---------------------------------------

| | 31.5 |  | Rule 13a-14(a)/15d-14(a) Certifications
| | ---- |  | ---------------------------------------

| | 31.6 |  | Rule 13a-14(a)/15d-14(a) Certifications
| | ---- |  | ---------------------------------------

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



(b) Reports on Form 8-K:



None



38



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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.



|August 6, 2003 |  |  |  | COAXIAL LLC
|-------------- |  |  |  | -----------
|               |  |  | 
|               |  |  |  |            
|               |  |  |  |            
|               |  |  |  |            
|               |  |  |  |            



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.



|August 6, 2003 |  |  |  | COAXIAL FINANCING CORP.
|-------------- |  |  |  | -----------------------
|               |  |  | 
|               |  |  |  |                        
|               |  |  |  |                        
|               |  |  |  |                        
|               |  |  |  |                        



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.



|August 6, 2003 |  |  |  |  |  | INSIGHT COMMUNICATIONS OF CENTRAL OHIO,
LLC
|-------------- |  |  |  |  |  | -------------------------------------------
|               |  |  | 
|               |  |  |  |  |  | /s/    DINESH C.
JAIN                      
|               |  |  |  |  |  | Dinesh C. Jain                             
|               |  |  |  |  |  |                                            
|               |  |  |  |  |  |                                            



39