-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KiuwVqd57QF6DBAPnRh91RYtscs/EgStld1WOpoBG2URUMmAjD/O0IZcb251UR7/ TtVyknWyhjbOOceq7iWOxw== 0001047469-05-028634.txt : 20051223 0001047469-05-028634.hdr.sgml : 20051223 20051223152352 ACCESSION NUMBER: 0001047469-05-028634 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051223 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPUS CAPITAL CORP CENTRAL INDEX KEY: 0000754019 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232868925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19327-01 FILM NUMBER: 051285367 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARAHOVA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000785080 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 251844576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16899 FILM NUMBER: 051285361 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY COMMUNICATIONS CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION CAPITAL CORP CENTRAL INDEX KEY: 0001020291 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 841353734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-09535-01 FILM NUMBER: 051285365 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: X CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION HOLDINGS LP CENTRAL INDEX KEY: 0001045710 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841432334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-36519 FILM NUMBER: 051285364 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPUS COMMUNICATIONS LP CENTRAL INDEX KEY: 0000861255 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 251622615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-19327 FILM NUMBER: 051285360 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: . CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION OPERATING PARTNERS LP CENTRAL INDEX KEY: 0001019504 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841316775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-09535 FILM NUMBER: 051285366 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: X CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: X CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION HOLDINGS CAPITAL CORP CENTRAL INDEX KEY: 0001045708 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841432976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-36519-01 FILM NUMBER: 051285363 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIERVISION HOLDINGS CAPITAL II CORP CENTRAL INDEX KEY: 0001079201 IRS NUMBER: 841481765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75567-01 FILM NUMBER: 051285362 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 268-6300 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 8-K 1 a2166262z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 23, 2005

OLYMPUS COMMUNICATIONS, L.P.
OLYMPUS CAPITAL CORPORATION
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
FRONTIERVISION HOLDINGS, L.P.
FRONTIERVISION HOLDINGS CAPITAL CORPORATION
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
ARAHOVA COMMUNICATIONS, INC.
(Exact name of registrants as specified in their respective charters)

Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
  333-19327
333-19327-01
333-9535
333-9535-01
333-36519
333-36519-01
333-75567-01
0-16899
  25-1622615
23-2868925
84-1316775
84-1353734
84-1432334
84-1432976
84-1481765
25-1844576
(State or other jurisdiction
of incorporation)
  (Commission
File Numbers)
  (IRS Employer
Identification Nos.)

5619 DTC Parkway—Greenwood Village, CO 80111
(Address of principal executive offices) (Zip code)

(303) 268-6300
(Registrants' telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01. Regulation FD Disclosure.

Operating Reports

        On December 23, 2005, Adelphia Communications Corporation (the "Company") and certain other debtor-in-possession subsidiaries of the Company, including the registrants, will file their unaudited consolidated Monthly Operating Report (the "Adelphia Operating Report") for the month of November 2005 with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). Exhibit 99.1 to this Current Report on Form 8-K contains the Adelphia Operating Report to be filed with the Bankruptcy Court.

        The Company cautions readers not to place undue reliance upon the information contained in the Adelphia Operating Report, which contains unaudited information, and is in the format prescribed by applicable bankruptcy laws. The Adelphia Operating Report is subject to revision. The Adelphia Operating Report also contains information for periods that may be shorter or otherwise different from those contained in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Limitation on Incorporation by Reference

        In accordance with general instruction B.2 of Form 8-K, the Adelphia Operating Report and the other information contained in this report (including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Cautionary Statement Regarding Forward-Looking Statements

        This report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements regarding the Company's and its subsidiaries' and affiliates' expected future financial position, results of operations, cash flows, sale of the Company, settlements with the Securities and Exchange Commission (the "SEC") and the United States Attorney's Office for the Southern District of New York (the "U.S. Attorney"), restructuring and financing plans, expected emergence from bankruptcy, business strategy, budgets, projected costs, capital expenditures, network upgrades, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include whether the proposed sale of the Company's assets to Time Warner NY Cable LLC and Comcast Corporation is approved and consummated, whether the transactions contemplated by the proposed settlements with the SEC and the U.S. Attorney and any other agreements needed to effect those transactions are consummated, the Company's pending bankruptcy proceeding, results of litigation against the Company, results and impacts of the proposed sale of the Company's assets, the effects of government regulation including the actions of local cable franchising authorities, the availability of financing, actions of the Company's competitors, pricing and availability of programming, equipment, supplies and other inputs, the Company's ability to upgrade its broadband network, technological developments, changes in general economic conditions, and those discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Many of these factors are outside of the Company's control.


SIGNATURE

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


Date: December 23, 2005

 

OLYMPUS COMMUNICATIONS, L.P. (Registrant)

 

 

By:

 

ACC OPERATIONS, INC.,
its Managing General Partner

 

 

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

OLYMPUS CAPITAL CORPORATION (Registrant)

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

FRONTIERVISION OPERATING PARTNERS, L.P. (Registrant)

 

 

By:

 

FRONTIERVISION HOLDINGS, L.P.,
its General Partner

 

 

 

 

By:

 

FRONTIERVISION PARTNERS, L.P.,
its General Partner

 

 

 

 

 

 

By:

 

ADELPHIA GP HOLDINGS, L.L.C.,
its General Partner

 

 

 

 

 

 

 

 

By:

 

ACC OPERATIONS, INC.,
its Sole Member

 

 

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

FRONTIERVISION CAPITAL CORPORATION (Registrant)

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

FRONTIERVISION HOLDINGS, L.P. (Registrant)

 

 

By:

 

FRONTIERVISION PARTNERS, L.P.,
its General Partner

 

 

 

 

By:

 

ADELPHIA GP HOLDINGS, L.L.C.,
its General Partner

 

 

 

 

 

 

By:

 

ACC OPERATIONS, INC.,
its Sole Member

 

 

 

 

By:

 

 

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

FRONTIERVISION HOLDINGS CAPITAL CORPORATION (Registrant)

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

FRONTIERVISION HOLDINGS CAPITAL II CORPORATION (Registrant)

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

 

 

ARAHOVA COMMUNICATIONS, INC. (Registrant)

 

 

By:

 

/s/  
SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer


EXHIBIT INDEX

Exhibit No.

  Description
99.1   Adelphia Communications Corporation Monthly Operating Report for the period ended November 30, 2005, dated December 23, 2005.



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SIGNATURE
EXHIBIT INDEX
EX-99.1 2 a2166262zex-99_1.htm EX 99.1
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Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

Case No. 02-12834 and 02-41729 through 02-41957*
Chapter 11

ADELPHIA COMMUNICATIONS CORPORATION, et al.
(Name of Debtors)

Monthly Operating Report for
the period ended November 30, 2005 **

Debtors' Address:
5619 DTC Parkway
Greenwood Village, CO 80111

Willkie Farr & Gallagher LLP
(Debtors' Attorneys)

Monthly Operating Income: $19,847
($ in thousands)

Report Preparer:

The undersigned, having reviewed the attached report and being familiar with the Debtors' financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.**

Date: December 23, 2005

    /s/  SCOTT D. MACDONALD      
Scott D. Macdonald
Senior Vice President and Chief Accounting Officer

Indicate if this is an amended statement by checking here

AMENDED STATEMENT            

*
Refer to Schedule VI for a listing of Debtors by Case Number.

**
All amounts herein are unaudited and subject to revision. The Debtors reserve all rights to revise this report.

1


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
UNAUDITED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)

 
  November 30, 2005
 
ASSETS:        
Current assets:        
  Cash and cash equivalents   $ 344,437  
  Restricted cash     24,008  
  Accounts receivables, net     107,401  
  Receivable for securities     25,129  
  Other current assets     181,168  
   
 
    Total current assets     682,143  
   
 
Noncurrent assets:        
  Restricted cash     266,511  
  Investments in equity affiliates     7,610  
  Receivable from Non-Filing Entities     731,125  
  Property and equipment, net     4,235,299  
  Intangible assets, net     7,059,789  
  Other noncurrent assets, net     82,879  
   
 
    Total assets   $ 13,065,356  
   
 
LIABILITIES AND STOCKHOLDERS' EQUITY:        
Current liabilities:        
  Accounts payable   $ 118,868  
  Subscriber advance payments and deposits     31,851  
  Accrued liabilities     538,272  
  Deferred income     23,458  
  Current portion of parent and subsidiary debt     834,206  
   
 
    Total current liabilities     1,546,655  
   
 
Noncurrent liabilities:        
  Other liabilities     34,899  
  Deferred income     58,406  
  Deferred income taxes     827,457  
   
 
    Total noncurrent liabilities     920,762  
Liabilities subject to compromise     18,463,257  
   
 
      Total liabilities     20,930,674  
   
 
Minority's interest in equity of subsidiary     74,325  
Stockholders' equity:        
  Series preferred stock     397  
  Class A and Class B common stock, $.01 par value, 1,500,000,000 shared authorized, 254,842,461 254,842,636 shares issued and outstanding     2,548  
  Additional paid-in capital     9,567,154  
  Accumulated other comprehensive income     42  
  Accumulated deficit     (17,481,847 )
  Treasury stock, at cost     (27,937 )
   
 
    Total stockholders' equity     (7,939,643 )
   
 
      Total liabilities and stockholders' equity   $ 13,065,356  
   
 

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

2


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

 
  Month Ended
November 30, 2005

  Forty-one
Months Ended
November 30, 2005

 
Revenue   $ 340,914   $ 12,919,896  
Cost and expenses:              
  Direct operating and programming     213,417     8,321,424  
  Selling, general and administrative     34,715     991,151  
  Investigation, re-audit and sale transaction costs     1,005     250,375  
  Depreciation and amortization     71,888     3,714,461  
  Impairment of long-lived assets         2,108,829  
  Provision for uncollectible amounts due from TelCove         13,899  
  Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities         55,367  
  Gains on dispositions of long-lived assets, net     42     (10,553 )
   
 
 
    Total costs and expenses     321,067     15,444,953  
   
 
 
    Operating income (loss)     19,847     (2,525,057 )
Other expense:              
  Interest expense, net of amounts capitalized (contractual interest expense was $116,647 and $4,130,185 during November 2005 and during the forty-one months ended November 30, 2005, respectively)     (49,995 )   (1,500,979 )
  Impairment of cost and available for sale investments         (18,282 )
  Other income (expense), net     784     (335,310 )
   
 
 
    Total other expense, net     (49,211 )   (1,854,571 )
    Loss from continuing operations before reorganization expenses, income taxes, share of losses of equity affiliates and minority's interest     (29,364 )   (4,379,628 )
Reorganization expenses due to bankruptcy     (9,104 )   (283,061 )
   
 
 
    Loss from continuing operations before income taxes, share of losses of equity affiliates and minority's interest     (38,468 )   (4,662,689 )
Income tax expense         (291,596 )
Share of losses of equity affiliates, net     580     (122,126 )
Minority's interest in loss of subsidiary     1,578     74,266  
   
 
 
    Loss from continuing operations before cumulative effect of accounting change     (36,310 )   (5,002,145 )
Discontinued operations, net (includes $97,902 related to the cost of TelCove settlement)         (128,749 )
   
 
 
    Loss before cumulative effect of accounting change     (36,310 )   (5,130,894 )
Cumulative affect of accounting change         (262,847 )
   
 
 
    Net loss     (36,310 )   (5,393,741 )
Beneficial conversion feature         (19,419 )
   
 
 
    Net loss applicable to common stockholders   $ (36,310 ) $ (5,413,160 )
   
 
 
Basic and diluted loss per weighted average share of common stock   $ (0.14 ) $ (21.33 )
   
 
 
Basic and diluted weighted average shares of common stock outstanding (in thousands)     253,748     253,748  
   
 
 

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

3


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

 
  Month Ended
November 30, 2005

  Forty-one
Months Ended
November 30, 2005

 
Cash flows from operating activities:              
  Net loss   $ (36,310 ) $ (5,393,741 )
    Adjustments to reconcile net loss to net cash provided by operating activities:              
    Depreciation and amortization     71,888     3,714,461  
    Impairment of long-lived assets         2,108,829  
    Provision for uncollectible amounts due from TelCove         13,899  
    Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities         55,367  
    Gains on dispositions of long-lived assets     42     (10,553 )
    Amortization of debt issuance costs     279     111,379  
    Impairment of cost and available-for-sale investments         18,282  
    Provision for government settlement         400,794  
    Reorganization expenses due to bankruptcy     9,104     283,061  
    Deferred tax expense         313,563  
    Share of losses of equity affiliates, net     (580 )   122,126  
    Minority's interest in loss of subsidiary     (1,578 )   (74,266 )
    Other noncash gains     (542 )   9,116  
    Depreciation, amortization and other non-cash items from discontinued operations         89,268  
    Cumulative effect of accounting change         262,847  
    Change in operating assets and liabilities     16,053     (116,662 )
   
 
 
Net cash provided by operating activities before payment of reorganization expenses     58,356     1,907,770  
Reorganization expenses paid during the period     (7,880 )   (264,177 )
   
 
 
Net cash provided by operating activities     50,476     1,643,593  
   
 
 
Cash flows from investing activities:              
  Expenditures for property, plant and equipment     (52,449 )   (2,169,561 )
  Change in restricted cash     (678 )   (288,391 )
  Proceeds from sale of investments         319,789  
  Other     353     88,384  
   
 
 
Net cash used in investing activities     (52,774 )   (2,049,779 )
   
 
 
Cash flows from financing activities:              
  Proceeds from debt     20,000     1,963,750  
  Repayments of debt     (1,310 )   (1,240,222 )
  Payment of debt issuance costs         (111,252 )
   
 
 
Net cash provided by financing activities     18,690     612,276  
   
 
 
Change in cash and cash equivalents     16,392     206,090  
Cash and cash equivalents, beginning of period     328,045     138,347  
   
 
 
Cash and cash equivalents, end of period   $ 344,437   $ 344,437  
   
 
 

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

4


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Background and Basis of Presentation

        Adelphia Communications Corporation ("Adelphia") and its consolidated subsidiaries (collectively, the "Company") are engaged primarily in the cable television business. The cable systems owned by the Company are located in 31 states and Brazil. In June 2002, Adelphia and substantially all of its domestic subsidiaries (the "Debtors") filed voluntary petitions to reorganize (the "Chapter 11 Cases") under Chapter 11 of Title 11 ("Chapter 11") of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On October 6 and November 15, 2005, certain additional subsidiaries filed voluntary petitions to reorganize at which time they became part of the Debtors and the Chapter 11 Cases. Adelphia has entered into definitive agreements with Time Warner NY Cable LLC ("TW NY") and Comcast Corporation ("Comcast") providing for the sale of substantially all of the Company's U.S. assets. For additional information, see Note 2.

        Solely for the purposes of the accompanying unaudited consolidated financial statements, the accounts of Adelphia, including its majority-owned subsidiaries and subsidiaries that are at least 50% owned and controlled by Adelphia, are included with the exception of those subsidiaries (the "Non-Filing Entities") who did not file voluntary petitions under Chapter 11 of the Bankruptcy Code. All inter-entity transactions between the Debtors are eliminated. The Non-Filing Entities as of November 30, 2005 include Praxis Capital Ventures, L.P., Adelphia Brasil, Ltda and STV Communications. As of and for the month ended November 30, 2005, the Non-Filing Entities were not significant to the consolidated results of operations, financial position or cash flows of the filing entities. The accompanying unaudited consolidated financial statements do not include the Rigas Family Entities (defined below).

        These consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business, and do not purport to show, reflect or provide for the consequences of the Debtors' Chapter 11 reorganization proceedings. In particular, these consolidated financial statements do not purport to show: (i) as to assets, the amount that may be realized upon their sale or their availability to satisfy liabilities; (ii) as to pre-petition liabilities, the amounts at which claims or contingencies may be settled, or the status and priority thereof; (iii) as to stockholders' equity accounts, the effect of any changes that may be made in the capitalization of the Company; or (iv) as to operations, the effect of any changes that may be made in its business.

        In May 2002, certain members of the family of John J. Rigas ("Rigas Family") resigned from their positions as directors and executive officers of the Company. In addition, although the Rigas Family owned common stock with a majority of the voting power in Adelphia, the Rigas Family has not been able to exercise such voting power since the Debtors filed for protection under the Bankruptcy Code in June 2002. Prior to May 2002, the Company engaged in numerous transactions that directly or indirectly involved members of the Rigas Family and entities in which members of the Rigas Family directly or indirectly held controlling interests (collectively, the "Rigas Family Entities"). The Rigas Family Entities include certain cable television entities owned by the Rigas Family that are subject to co-borrowing arrangements with the Company (the "Rigas Co-Borrowing Entities"), as well as other Rigas Family entities (the "Other Rigas Entities"). Pursuant to the Consent Order of Forfeiture entered by the United States District Court for the Southern District of New York (the "District Court") on June 8, 2005 (the "Forfeiture Order"), all right, title and interest of the Rigas Family and the Rigas Family Entities in the Rigas Co-Borrowing Entities (other than Coudersport Television Cable Co. ("Coudersport") and Bucktail Broadcasting Corporation ("Bucktail")), certain specified real estate

5


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and any securities of the Company were forfeited to the United States on June 8, 2005, and such assets and securities are expected to be conveyed to the Company (subject to completion of forfeiture proceedings before a federal judge to determine if there are any superior claims) pursuant to an agreement between the Company and United States Attorney's Office for the Southern District of New York (the "U.S. Attorney") dated April 25, 2005 (the "Non-Prosecution Agreement") discussed in Note 7.

        The accompanying unaudited consolidated financial statements have been derived from the books and records of the Company. However, certain financial information has not been subject to procedures that would typically be applied to financial information presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The accompanying unaudited consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all disclosures considered necessary for an informative presentation have been included herein.

        The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 with the Securities and Exchange Commission ("SEC") on October 6, 2005 ("2004 Annual Report") and subsequently filed its quarterly reports on Form 10-Q for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005. The Company's website (www.adelphia.com) contains a hyperlink to the Adelphia page on the SEC's website (www.sec.gov) to access these reports. The Company has not completed the preparation of financial statements for periods subsequent to September 30, 2005 and is reviewing its books and records and other information on an ongoing basis to determine whether the accompanying unaudited consolidated financial statements of the Debtors will be supplemented or otherwise amended. The Company reserves the right to file, at any time, such supplements or amendments to these accompanying unaudited consolidated financial statements. For example, the accompanying unaudited consolidated financial statements should not be considered an admission regarding any of the Debtors' income, expenditures or general financial condition, but rather, a current compilation of the Debtors' books and records. The Company does not make, and specifically disclaims, any representation or warranty as to the completeness or accuracy of the information set forth herein.

Note 2: Bankruptcy Proceedings and Sale of Assets of the Company

Overview

        On June 25, 2002 ("Petition Date"), the Debtors filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On June 10, 2002, Century Communications Corporation ("Century"), an indirect wholly owned subsidiary of Adelphia, filed a voluntary petition to reorganize under Chapter 11. On October 6 and November 15, 2005, certain additional subsidiaries of Adelphia filed voluntary petitions to reorganize under Chapter 11. The Debtors, which include Century and the subsequent filers, are currently operating their business as debtors-in-possession under Chapter 11.

        On July 11, 2002, a statutory committee of unsecured creditors (the "Creditors' Committee") was appointed, and on July 31, 2002, a statutory committee of equity holders (the "Equity Committee" and, together with the Creditors' Committee, the "Committees") was appointed. The Committees have the right to, among other things, review and object to certain business transactions and may participate in the formulation of the Debtors' plan of reorganization. Under the Bankruptcy Code, the Debtors were

6


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

provided with specified periods during which only the Debtors could propose and file a plan of reorganization (the "Exclusive Period") and solicit acceptances thereto (the "Solicitation Period"). The Debtors received several extensions of the Exclusive Period and the Solicitation Period from the Bankruptcy Court with the latest extension of the Exclusive Period and the Solicitation Period being through February 17, 2004 and April 20, 2004, respectively. The Debtors filed a motion requesting an additional extension of the Exclusive Period and the Solicitation Period. However, the Equity Committee filed a motion to terminate the Exclusive Period and the Solicitation Period and other objections were filed regarding this request. The Bankruptcy Court has extended the Exclusive Period and the Solicitation Period until the hearing on the motions is held and a determination by the Bankruptcy Court is made. No hearing has been scheduled. On November 7, 2005, the ad hoc committee of Arahova noteholders (the "Arahova Noteholders' Committee") filed a motion seeking, among other things, to terminate the Exclusive Period with respect to Arahova Communication, Inc. ("Arahova") and certain of its subsidiaries. For additional information, see Note 7.

        The Debtors have filed several proposed joint plans of reorganizations and related disclosure statements with the Bankruptcy Court. The Debtors most recently filed their proposed Fourth Amended Joint Plan of Reorganization (the "Plan") and related proposed Fourth Amended Disclosure Statement (the "Disclosure Statement") with the Bankruptcy Court on November 21, 2005. The Plan contemplates, among other things, consummation of the Sale Transaction and distribution of the cash and Class A common stock of TWC (the "TWC Class A Common Stock") received pursuant to the Sale Transaction to the stakeholders of the Debtors in accordance with the Plan. The Plan and Disclosure Statement also include disclosures and modifications to reflect rulings of the Bankruptcy Court or settlements with certain parties objecting to approval of the Disclosure Statement. By order dated November 23, 2005, the Bankruptcy Court approved the Disclosure Statement. By December 12, 2005, the Debtors completed the mailing of the solicitation packages. The voting deadline generally is February 3, 2006. The confirmation hearing on the Plan is scheduled to begin on February 22, 2006.

Sale of Assets

        Effective April 20, 2005, Adelphia entered into definitive asset purchase agreements with TW NY and Comcast, pursuant to which TW NY and Comcast will purchase substantially all of the Company's U.S. assets and assume certain of its liabilities (the "Sale Transaction"). Upon the closing of the Sale Transaction, Adelphia will receive approximately $12.7 billion in cash and shares of TWC Class A Common Stock, which are expected to represent 16% of the outstanding equity securities of TWC as of the closing and to be listed on the New York Stock Exchange. Such percentage: (i) assumes the redemption of Comcast's interest in TWC, the inclusion in the sale to TW NY of all of the cable systems owned by the Rigas Co-Borrowing Entities contemplated to be purchased by TW NY pursuant to the Sale Transaction and that there is no Expanded Transaction (as defined below); and (ii) is subject to adjustment for issuances pursuant to employee stock programs (subject to a cap) and issuances of securities for fair consideration. The purchase price payable by TW NY and Comcast is subject to certain adjustments. TW NY is a subsidiary of TWC, the cable subsidiary of Time Warner Inc. ("Time Warner"). TWC and Comcast and certain of their affiliates have also agreed to swap certain cable systems and unwind Comcast's investments in TWC and Time Warner Entertainment Company, L.P., a subsidiary of TWC ("TWE"). The Sale Transaction does not include the Company's interest in Century/ML Cable Venture ("Century/ML Cable"), a joint venture that owns and operates cable systems in Puerto Rico, which Century and ML Media Partners, L.P. ("ML Media") sold to San Juan Cable, LLC ("San Juan Cable") effective October 31, 2005. For additional information see Note 7.

7


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        As part of the Sale Transaction, Adelphia has agreed to transfer to TW NY and Comcast the assets related to the cable systems that are nominally owned by the Rigas Co-Borrowing Entities and are managed by the Company (such Rigas Co-Borrowing Entities, are herein referred to as the "Managed Cable Entities"). Pursuant to the Forfeiture Order, all right, title and interest of the Rigas Family and Rigas Family Entities in the Rigas Co-Borrowing Entities (other than Coudersport and Bucktail) have been forfeited to the United States. Pursuant to the Non-Prosecution Agreement, the Company expects to obtain ownership (subject to completion of forfeiture proceedings before a federal judge to determine if there are any superior claims) of all of the Rigas Co-Borrowing Entities other than two small entities (Coudersport and Bucktail) and, accordingly, Adelphia expects to be able to transfer to TW NY and Comcast the assets of the Managed Cable Entities (other than Coudersport and Bucktail) as part of the Sale Transaction. If the Company is unable to transfer all of the assets of the Managed Cable Entities to Comcast and TW NY at the closing of the Sale Transaction, the initial purchase price payable by Comcast and by TW NY would be reduced by an aggregate amount of up to $600,000,000 and $390,000,000, respectively, but would become payable to the extent such assets are transferred to Comcast or TW NY within 15 months of the closing. Adelphia believes that the failure to transfer the assets of Coudersport and Bucktail to TW NY and Comcast will result in an aggregate purchase price reduction of approximately $23,000,000, reflecting a reduction to the purchase price payable by TW NY of approximately $15,000,000 and by Comcast of approximately $8,000,000.

        Pursuant to a separate agreement, dated as of April 20, 2005, TWC, among other things, has guaranteed the obligations of TW NY under the asset purchase agreement between TW NY and Adelphia.

        Until a plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, the Sale Transaction cannot be consummated. The closing of the Sale Transaction is also subject to the satisfaction or waiver of conditions customary to transactions of this type, including, among others: (i) receipt of applicable regulatory approvals, including the consent of the Federal Communications Commission (the "FCC") to the transfer of certain licenses and any applicable approvals of local franchising authorities to the change in ownership of the cable systems operated by the Company, to the extent not preempted by section 365 of the Bankruptcy Code; (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the offer and sale of the shares of TWC Class A Common Stock to be issued in the Sale Transaction having been exempted from registration pursuant to an order of the Bankruptcy Court confirming the Plan or a no-action letter from the staff of the SEC, or a registration statement covering the offer and sale of such shares having been declared effective; (iv) the TWC Class A Common Stock to be issued in the Sale Transaction being freely tradable and not subject to resale restrictions, except in certain circumstances; (v) approval of the shares of TWC Class A Common Stock to be issued in the Sale Transaction for listing on the New York Stock Exchange; (vi) entry by the Bankruptcy Court of a final order confirming the Plan and, contemporaneously with the closing of the Sale Transaction, consummation of the Plan; (vii) satisfactory settlement by Adelphia of the claims and causes of action brought by the SEC and the investigations by the United States Department of Justice (the "DoJ"); (viii) the absence of any material adverse effect with respect to (a) TWC's business and (b) certain significant components of the Company's business (without taking into consideration any loss of subscribers by the Company's business (or the results thereof) already reflected in the projections specified in the asset purchase agreements or the purchase price adjustments); (ix) the number of eligible basic subscribers (as the term is used in the purchase agreements) served by the Company's cable systems as of a specified date prior to the closing of the Sale Transaction not being below an agreed upon threshold; (x) the absence of an actual change in law, or proposed change in law that has

8


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

a reasonable possibility of being enacted, that would adversely affect the tax treatment accorded to the Sale Transaction with respect to TW NY; (xi) a filing of an election under Section 754 of the Internal Revenue Code of 1986, as amended, by each of Century-TCI California Communications, L.P.("Century-TCI"), Parnassos Communications, L.P. ("Parnassos") and Western NY Cablevision L.P. ("Western NY Cablevision"); and (xii) the provision of certain audited and unaudited financial information by Adelphia.

        The closing under each purchase agreement is also conditioned on a contemporaneous closing under the other purchase agreement. However, pursuant to a letter agreement, dated as of April 20, 2005, and the asset purchase agreement between Adelphia and TW NY, TW NY has agreed to purchase the cable operations of Adelphia that Comcast would have acquired if Comcast's purchase agreement is terminated prior to closing as a result of the failure to obtain FCC or applicable antitrust approvals (the "Expanded Transaction"). In such event and assuming TW NY received such approvals, TW NY will pay the $3.5 billion purchase price to have been paid by Comcast, less Comcast's allocable share of the liabilities of Century-TCI, Parnassos and Western NY Cablevision, which shall not be less than $549,000,000 or more than $600,000,000. Consummation of the Sale Transaction, however, is not subject to the consummation of the agreement by TWC, Comcast and certain of their affiliates to swap certain cable systems and unwind Comcast's investments in TWC and TWE, as described above. There is no assurance that TW NY would be able to obtain the required FCC or applicable antitrust approvals for the transaction contemplated by the letter agreement.

        The purchase agreements with TW NY and Comcast contain certain termination rights for Adelphia, TW NY and Comcast, and further provide that, upon termination of the purchase agreements under specified circumstances, Adelphia may be required to pay TW NY a termination fee of approximately $353,000,000 and Comcast a termination fee of $87,500,000.

        The foregoing description of the terms of the Sale Transaction does not purport to be complete and is qualified in its entirety by reference to each of the definitive agreements for the Sale Transaction, which are attached as exhibits to Adelphia's Current Report on Form 8-K filed with the SEC on April 25, 2005. Certain fees are due to the Company's financial advisors upon successful completion of a sale, which are calculated as a percentage (0.11% to 0.20%) of the sale value. Additional fees may be payable depending on the outcome of the sales process. Such fees cannot be determined until the closing of the Sale Transaction.

Confirmation of Plan of Reorganization

        For the Plan to be confirmed and become effective, the Debtors must, among other things:

    obtain an order of the Bankruptcy Court approving the Disclosure Statement as containing "adequate information;"

    solicit acceptance of the Plan from the holders of claims and equity interests in each class that is impaired and not deemed by the Bankruptcy Court to have rejected the Plan;

    obtain an order from the Bankruptcy Court confirming the Plan; and

    consummate the Plan.

9


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        By order dated November 23, 2005, the Bankruptcy Court approved the Disclosure Statement as containing "adequate information." By December 12, 2005, the Debtors completed the mailing of the solicitation packages. Before it can issue a confirmation order, the Bankruptcy Court must find that either (i) each class of impaired claims or equity interests has accepted the Plan or (ii) the Plan meets the requirements of the Bankruptcy Code to confirm the Plan over the objections of dissenting classes. In addition, the Bankruptcy Court must find that the Plan meets certain other requirements specified in the Bankruptcy Code.

Pre-petition Obligations

        Pre-petition and post-petition obligations of the Debtors are treated differently under the Bankruptcy Code. Due to the commencement of the Chapter 11 Cases and the Debtors' failure to comply with certain financial and other covenants, the Debtors are in default on substantially all of their pre-petition debt obligations. As a result of the Chapter 11 filing, all actions to collect the payment of pre-petition indebtedness are subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are stayed against the Debtors. The Bankruptcy Court has approved the Debtors' motions to pay certain pre-petition obligations including, but not limited to, employee wages, salaries, commissions, incentive compensation and other related benefits. The Debtors have been paying and intend to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, the Debtors may assume or reject pre-petition executory contracts and unexpired leases with the approval of the Bankruptcy Court. Any damages resulting from the rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. For additional information concerning liabilities subject to compromise, see below.

        The ultimate amount of the Debtors' liabilities will be determined during the Debtors' claims resolution process. The Bankruptcy Court established a bar date of January 9, 2004 for filing proofs of claim against the Debtors' estates. A bar date is the date by which proofs of claim must be filed if a claimant disagrees with how its claim appears on the Debtors' Schedules of Liabilities. However, under certain limited circumstances, claimants may file proofs of claims after the bar date. As of the bar date, approximately 17,000 proofs of claim asserting in excess of $3.2 trillion in claims were filed, and as of November 30, 2005, approximately 18,000 proofs of claim asserting approximately $3.8 trillion in claims were filed, in each case including duplicative claims, but excluding any estimated amounts for unliquidated claims. The aggregate amount of claims filed with the Bankruptcy Court far exceeds the Debtors' estimate of ultimate liability. The Debtors currently are in the process of reviewing, analyzing and reconciling the scheduled and filed claims. At present, the allowed amounts of such claims are not determinable, and the Debtors expect that the claims resolution process will take significant time to complete. As the amounts of the allowed claims are determined, adjustments will be recorded in liabilities subject to compromise and reorganization expenses due to bankruptcy.

        The Debtors have filed numerous omnibus objections that address $3.7 trillion in claims, consisting primarily of duplicative claims. Certain claims addressed in such objections were either: (i) reduced and allowed; (ii) disallowed and expunged; or (iii) subordinated by orders of the Bankruptcy Court. Certain other objections have been adjourned to allow the parties to continue to reconcile such claims. Additional omnibus objections may be filed as the claims resolution process continues.

10


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Debtor-in-Possession Credit Facility

        In order to provide liquidity following the commencement of the Chapter 11 Cases, the Debtors entered into a $1,500,000,000 debtor-in-possession credit facility (as amended, the "DIP Facility"). On May 10, 2004, the Debtors entered into a $1,000,000,000 extended debtor-in-possession credit facility (the "First Extended DIP Facility"), which amended and restated the DIP Facility in its entirety. On February 25, 2005, the Debtors entered into a $1,300,000,000 further extended debtor-in-possession credit facility (the "Second Extended DIP Facility"), which amended and restated the First Extended DIP Facility in its entirety. For additional information, see Note 4.

Exit Financing Commitment

        On February 25, 2004, Adelphia executed a commitment letter and certain related documents pursuant to which a syndicate of financial institutions committed to provide to the Debtors up to $8,800,000,000 in exit financing. Following the Bankruptcy Court's approval on June 30, 2004 of the exit financing commitment, the Company paid the exit lenders a nonrefundable fee of $10,000,000 and reimbursed the exit lenders for certain expenses they had incurred through the date of such approval, including certain legal expenses. In light of the agreements with TW NY and Comcast, on April 25, 2005, the Company informed the exit lenders of its election to terminate the exit financing commitment, which termination became effective on May 9, 2005. As a result of the termination, the Company recorded a charge of $58,267,000 during the second quarter of 2005, which represents previously unpaid commitment fees of $45,428,000, the nonrefundable fee of $10,000,000 and certain other expenses.

Going Concern

        As a result of the Company's filing of the bankruptcy petition and the other matters described in the following paragraphs, there is substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business, and in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"). The consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue to operate as a going concern. In accordance with SOP 90-7, all pre-petition liabilities subject to compromise have been segregated in the consolidated balance sheets and classified as liabilities subject to compromise, at the estimated amount of allowable claims. Interest expense related to pre-petition liabilities subject to compromise has been reported only to the extent that it will be paid during the Chapter 11 proceedings. In addition, no preferred stock dividends have been accrued subsequent to the Petition Date. Liabilities not subject to compromise are separately classified as current or noncurrent. Revenue, expenses, realized gains and losses, and provisions for losses resulting from reorganization are reported separately as reorganization expenses due to bankruptcy. Cash used for reorganization items is disclosed in the consolidated statements of cash flows.

        The ability of the Debtors to continue as a going concern is predicated upon numerous matters, including:

    having a plan of reorganization confirmed by the Bankruptcy Court and it becoming effective;

11


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

    obtaining substantial exit financing if the Sale Transaction is not consummated and the Company is to emerge from bankruptcy under a stand-alone plan, including working capital financing, which the Company may not be able to obtain on favorable terms, or at all. A failure to obtain necessary financing would result in the delay, modification or abandonment of the Company's development and expansion plans and would have a material adverse effect on the Company;

    obtaining consideration sufficient to settle pre-petition liabilities subject to compromise if the Sale Transaction is not consummated, the amount of which is not known at this time because the rights and claims of the Debtors' various creditors will not be known until the Bankruptcy Court confirms a plan of reorganization;

    extending the Second Extended DIP Facility through the effective date of a plan of reorganization in the event the Sale Transaction is not consummated before the maturity date of the Second Extended DIP Facility. A failure to obtain an extension to the Second Extended DIP Facility would result in the delay, modification or abandonment of the Company's development and expansion plans and would have a material adverse effect on the Company;

    remaining in compliance with the financial and other covenants of the Second Extended DIP Facility, including its limitations on capital expenditures and its financial covenants through the effective date of a plan of reorganization;

    being able to successfully implement the Company's business plans, decrease basic subscriber losses and offset the negative effects that the Chapter 11 filing has had on the Company's business, including the impairment of customer and vendor relationships;

    resolving material litigation;

    renewing franchises; failure to do so will result in reduced operating results and potential impairment of assets;

    achieving positive operating results, increasing net cash provided by operating activities and maintaining satisfactory levels of capital and liquidity considering its history of net losses and capital expenditure requirements and the expected near-term continuation thereof; and

    motivating and retaining key executives and employees.

12


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Presentation

        For periods subsequent to the Petition Date, the Company has applied the provisions of SOP 90-7. SOP 90-7 requires that pre-petition liabilities that are subject to compromise be segregated in the consolidated balance sheet as liabilities subject to compromise and that revenue, expenses, realized gains and losses, and provisions for losses resulting directly from the reorganization due to the bankruptcy be reported separately as reorganization expenses in the consolidated statements of operations. Liabilities subject to compromise are reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. Liabilities subject to compromise consist of the following (amounts in thousands):

 
  November 30,
2005

Parent and subsidiary debt   $ 11,560,585
Parent and subsidiary debt under co-borrowing credit facilities     4,576,375
Accounts payable     927,059
Accrued liabilities     1,250,444
Series B Preferred Stock     148,794
   
  Liabilities subject to compromise   $ 18,463,257
   

        The amounts presented as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, completion of the reconciliation process with respect to disputed claims, determinations of the secured status of certain claims, the value of any collateral securing such claims or other events. Such adjustments may be material to the amounts reported as liabilities subject to compromise.

        Amortization of deferred financing fees related to pre-petition debt obligations was terminated effective on the Petition Date and the unamortized amount at the Petition Date ($134,208,000) has been included as an offset to liabilities subject to compromise as an adjustment of the net carrying value of the related pre-petition debt. Similarly, amortization of the deferred issuance costs for the Company's redeemable preferred stock was also terminated at the Petition Date. For periods subsequent to the Petition Date, interest expense has been reported only to the extent that it will be paid during the Chapter 11 proceedings. In addition, no preferred stock dividends have been accrued subsequent to the Petition Date.

13


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reorganization Expenses Due to Bankruptcy and Investigation, Re-audit and Sale Transaction Costs

        Only those fees directly related to the Chapter 11 filings are included in reorganization expenses due to bankruptcy. These expenses are offset by the interest earned during reorganization. Certain reorganization expenses are contingent upon the approval of a plan of reorganization by the Bankruptcy Court and include cure costs, financing fees and success fees. The Company is currently aware of certain success fees that potentially could be paid upon the Company's emergence from bankruptcy to third party financial advisors retained by the Company and the Committees in connection with the Chapter 11 Cases. Currently, these success fees are estimated to be between $6,500,000 and $19,950,000 in the aggregate. In addition, the Chief Executive Officer ("CEO") and the Chief Operating Officer ("COO") of the Company are eligible to receive equity awards of Adelphia stock with a minimum aggregate fair value of $17,000,000 upon the Debtors' emergence from bankruptcy. The value of such equity awards will be determined based on the average trading price of the post-emergence common stock of Adelphia during the 15 trading days immediately preceding the 90th day following the date of emergence. These equity awards, which will be subject to vesting and trading restrictions, may be increased up to a maximum aggregate value of $25,500,000 at the discretion of the board of directors of Adelphia (the "Board"). As no plan of reorganization has been confirmed by the Bankruptcy Court, no accrual for such contingent payments or equity awards has been recorded in the accompanying consolidated financial statements.

        The Company is incurring certain professional fees that, although not directly related to the Chapter 11 filing, relate to the investigation of the actions of certain members of the Rigas Family who held all of the senior executive positions at Adelphia and constituted five of the nine members of Adelphia's board of directors and related efforts to comply with applicable laws and regulations. These expenses include the additional audit fees incurred for the years ended December 31, 2001 and prior, as well as legal fees, special investigation and forensic consultant fees of the Company, a special committee of the Board and employee retention costs. These expenses have been included in investigation and re-audit related fees in the accompanying consolidated statements of operations.

Note 3. Impairment of Long-Lived Assets

        A summary of impairment charges for long-lived assets is set forth below (amounts in thousands):

 
  Forty-one months ended
November 30, 2005

Intangible assets, net (a)   $ 2,059,073
Other assets—Convergence (b)     49,756
   
  Impairment of long-lived assets   $ 2,108,829
   
(a)
Intangible assets, net

        As a result of the Debtors' Chapter 11 filing, the Company performed an evaluation of the carrying amounts of goodwill and franchise rights in accordance with SFAS No. 142 and an evaluation of long-lived assets in accordance with SFAS No. 144, as of June 30, 2002. As a result of these evaluations, the Company recorded impairment charges to write-down goodwill by $755,905,000 and franchise rights by $1,212,860,000 to their respective estimated fair values. The Petition Date of the Chapter 11 filing substantially coincided with the Company's annual impairment testing date.

14


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        The Company, as a result of its annual impairment test, recorded additional impairments of $12,426,000, $77,241,000 and $641,000 in 2005, 2004 and 2003, respectively, related to franchise rights.

(b)
Other Assets

        "Convergence" was an internal operations, call center and billing system that the Company began developing in 1998. After a careful evaluation of the functionality and usability of Convergence, the Company decided in 2002 not to pursue continued deployment and terminated additional funding for and abandoned the system. As a result of this decision, the Company recognized an impairment charge during 2002 to write-off all capitalized costs associated with Convergence.

Note 4. Debt

        The carrying value of the Company's debt is summarized below as of November 30, 2005 (amounts in thousands):

Current portion of parent and subsidiary debt:        
  Secured:        
    Second Extended DIP Facility (a)   $ 815,352  
    Capital lease obligations     18,848  
  Unsecured other subsidiary debt     6  
   
 
Current portion of parent and subsidiary debt   $ 834,206  
   
 
Liabilities subject to compromise        
  Parent debt—unsecured: (b)        
    Senior notes   $ 4,767,565  
    Convertible subordinated notes (c)     1,992,022  
    Senior debentures     129,247  
    Pay-in-kind notes     31,847  
   
 
      Total parent debt     6,920,681  
   
 
Subsidiary debt:        
  Secured:        
    Notes payable to banks     2,240,313  
  Unsecured:        
    Senior notes     1,105,538  
    Senior discount notes     342,830  
    Zero coupon senior discount notes     755,031  
    Senior subordinated notes     208,976  
    Other subsidiary debt     121,424  
   
 
      Total subsidiary debt     4,774,112  
   
 
Deferred financing fees     (134,208 )
   
 
Parent and subsidiary debt before Co-Borrowing Facilities (Note 2)     11,560,585  
   
 
Co-Borrowing Facilities (d) (Note 2)     4,576,375  
   
 

15


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(a)
Second Extended DIP Facility

        In connection with the Chapter 11 filings, Adelphia and certain of its subsidiaries (the "Loan Parties") entered into the $1,500,000,000 DIP Facility. On May 10, 2004, the Loan Parties entered into the $1,000,000,000 First Extended DIP Facility, which superseded and replaced in its entirety the DIP Facility. On February 25, 2005, the Loan Parties entered into the $1,300,000,000 Second Extended DIP Facility, which superseded and replaced in its entirety the First Extended DIP Facility. The Second Extended DIP Facility was approved by the Bankruptcy Court on February 22, 2005 and closed on February 25, 2005.

        The Second Extended DIP Facility matures upon the earlier of March 31, 2006 and the occurrence of certain other events, as described in the Second Extended DIP Facility. The Second Extended DIP Facility consists of an $800,000,000 Tranche A Loan (including a $500,000,000 letter of credit subfacility) and a $500,000,000 Tranche B Loan. The proceeds from the borrowings under the Second Extended DIP Facility are permitted to be used for general corporate purposes and investments, as defined in the Second Extended DIP Facility. The Second Extended DIP Facility is secured with a first priority lien on all of the Loan Parties' unencumbered assets, a priming first priority lien on all assets of the Loan Parties securing their pre-petition bank debt and a junior lien on all other assets of the Loan Parties. The applicable margin on loans extended under the Second Extended DIP Facility is 1.25% per annum in the case of Alternate Base Rate loans and 2.25% per annum in the case of Adjusted LIBOR Rate loans. In addition, under the Second Extended DIP Facility, the commitment fee with respect to the unused portion of the Tranche A Loan is 0.50% per annum.

        In connection with the closing of the Second Extended DIP Facility, on February 25, 2005, the Loan Parties borrowed an aggregate of $578,000,000 thereunder, and used all such proceeds and a portion of available cash and cash equivalents to repay all of the indebtedness outstanding under the First Extended DIP Facility, including accrued and unpaid interest, and certain fees and expenses. In addition, all of the participations in the letters of credit outstanding under the First Extended DIP Facility were transferred to certain lenders under the Second Extended DIP Facility.

        The terms of the Second Extended DIP Facility contain certain restrictive covenants, which include limitations on the ability of the Loan Parties to: (i) incur additional guarantees, liens and indebtedness; (ii) sell or otherwise dispose of certain assets; and (iii) pay dividends or make other distributions or payments with respect to any shares of capital stock, subject to certain exceptions set forth in the Second Extended DIP Facility. The Second Extended DIP Facility also requires compliance with certain financial covenants with respect to operating results and capital expenditures.

        On March 9, 2005, certain Loan Parties cash collateralized certain letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales. On May 27, 2005 and July 6, 2005, certain Loan Parties made mandatory prepayments of principal on the Second Extended DIP Facility in connection with the consummation of certain asset sales. As a result, the total commitment of the entire Second Extended DIP Facility was reduced to $1,272,891,000, with the total commitment of the Tranche A Loan being reduced to $773,559,000. As of November 30, 2005, $316,020,000 under the Tranche A Loan has been drawn and letters of credit totaling $81,750,000 have been issued under the Tranche A Loan, leaving availability of $375,789,000 under the Tranche A Loan. Furthermore, as of November 30, 2005, the entire $499,332,000 under the Tranche B Loan has been drawn.

16


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        On December 21, 2005, the Loan Parties entered into Amendment No. 5 to the Second Extended DIP Facility ("Amendment No. 5"). Under the terms of Amendment No. 5, the lenders under the Second Extended DIP Facility (the "DIP Lenders") have agreed to waive compliance by the Loan Parties with a provision of the Second Extended DIP Facility that would otherwise restrict the Loan Parties from making a Pre-Petition Payment (as defined in the DIP Credit Agreement) to a particular local franchising authority in connection with the settlement of certain ongoing disputes between such local franchising authority and certain of the Loan Parties. In addition, under the terms of Amendment No. 5, the DIP Lenders have agreed to allow the Loan Parties to make up to $10,000,000 in Investments (as defined in the DIP Credit Agreement) in Century/ML Cable in respect of certain obligations incurred by certain Loan Parties on behalf of Century/ML Cable prior to the completion of the sale of Century/ML Cable to San Juan Cable.

        The foregoing summary of certain material terms and conditions of the Second Extended DIP Facility and Amendment No. 5 does not represent a complete summary of all of the material terms and conditions of the Second Extended DIP Facility or Amendment No. 5, and is qualified in its entirety by reference to the Second Extended DIP Facility and Amendments No. 1, 3, 4 and 5 thereto, copies of which are attached as exhibits to Adelphia's Current Reports on Form 8-K filed with the SEC on February 25, 2005, April 13, 2005, May 25, 2005, August 25, 2005 and December 23, 2005, respectively.

(b)
Parent Debt

        All debt of Adelphia is structurally subordinated to the debt of its subsidiaries such that the assets of an indebted subsidiary are used to satisfy the applicable subsidiary debt before being applied to the payment of parent debt.

(c)
Convertible Subordinated Notes

        At November 30, 2005, the convertible subordinated notes included: (i) $1,029,876,000 aggregate principal amount of 6% convertible subordinated notes; (ii) $975,000,000 aggregate principal amount of 3.25% convertible subordinated notes; and (iii) unamortized discounts aggregating $12,854,000. The Rigas Family Entities held $167,376,000 aggregate principal amount of the 6% notes and $400,000,000 aggregate principal amount of the 3.25% notes. The terms of the 6% notes and 3.25% notes provide for the conversion of such notes into Class A Common Stock (Class B Common Stock in the case of notes held by the Rigas Family Entities) at the option of the holder any time prior to maturity at an initial conversion price of $55.49 per share and $43.76 per share, respectively.

        Pursuant to the Forfeiture Order, all right, title and interest of the Rigas Family and Rigas Family Entities in any securities of the Company were forfeited to the United States on June 8, 2005, and such securities are expected to be conveyed to the Company (subject to completion of forfeiture proceedings before a federal judge to determine if there are any superior claims) pursuant to the Non-Prosecution Agreement. The Company will recognize the benefits of such conveyance when it occurs. For additional information, see Note 7.

(d)
Co-Borrowing Facilities

        The Co-Borrowing Facilities represent the aggregate amount outstanding pursuant to three separate Co-Borrowing Facilities dated May 6, 1999, April 14, 2000 and September 28, 2001. Each co-borrower is jointly and severally liable for the entire amount of the indebtedness under the applicable Co-Borrowing Facility regardless of whether that co-borrower actually borrowed that amount under such Co-Borrowing Facility. All amounts outstanding under Co-Borrowing Facilities at November 30, 2005 represent pre-petition liabilities that have been classified as liabilities subject to compromise in the accompanying consolidated balance sheet.

17


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        Amounts outstanding pursuant to the Co-Borrowing Facilities as of November 30, 2005 are as follows (amounts in thousands):

Attributable to Company subsidiaries   $ 1,730,219
Attributable to Rigas Co-Borrowing Entities:     2,846,156
   
Total included as debt of the Company   $ 4,576,375
   

Other Debt Matters

Weighted average interest rate payable by Adelphia and subsidiaries under credit agreements with banks at November 30, 2005   7.59 %

Note 5. TelCove Spin-off and Bankruptcy Proceedings

        Adelphia Business Solutions, Inc., now known as TelCove ("TelCove"), was a majority-owned subsidiary of the Company through January 11, 2002 (the "TelCove Spin-off Date"). On the TelCove Spin-off Date, the Company distributed, in the form of a dividend, all of the shares of common stock of TelCove owned by Adelphia (the "TelCove Spin-off") to holders of Adelphia $0.01 par value Class A common stock and Adelphia $0.01 par value Class B common stock. Accordingly, the accompanying unaudited consolidated financial statements do not include the accounts of TelCove. TelCove owns, operates and manages entities that provide competitive local exchange carrier ("CLEC") telecommunications services. On the TelCove Spin-off Date, the Company held a majority of the total voting power of the TelCove common stock. On March 27, 2002, TelCove and its direct subsidiaries commenced cases under Chapter 11 of the Bankruptcy Code. Subsequently, on June 18, 2002, certain indirect subsidiaries of TelCove also commenced cases under Chapter 11 of the Bankruptcy Code. TelCove emerged from Chapter 11 on April 7, 2004.

        On December 3, 2003, the Debtors and TelCove entered into a Master Reciprocal Settlement Agreement pursuant to which the parties, among other things, memorialized their agreement relating to their ownership and use of certain shared assets. On March 23, 2004, the Bankruptcy Court approved the Master Reciprocal Settlement Agreement.

        On February 21, 2004, the parties executed a global settlement agreement (the "Global Settlement") that resolves, among other things, certain claims put forth by both TelCove and Adelphia. The Global Settlement provided that, on the closing date, the Company would transfer to TelCove certain settlement consideration, including, approximately $60,000,000 in cash, plus an additional payment of up to $2,500,000 related to certain outstanding payables, as well as certain vehicles, real property and intellectual property licenses used in the operation of TelCove's businesses. Additionally, the parties executed various annexes to the Global Settlement (collectively, the "Annex Agreements") that provide, among other things, for (i) a five-year business commitment to TelCove for telecommunication services by the Company, (ii) future use by TelCove of certain fiber capacity in assets owned by the Company and (iii) the mutual release by the parties from any and all liabilities, claims and causes of action that either party has or may have against the other party. Finally, the Global Settlement provides for the transfer by the Company to TelCove of certain CLEC market assets together with the various licenses, franchises and permits related to the operation and ownership of such assets. On March 23, 2004, the Bankruptcy Court approved the Global Settlement. The Company recorded a $97,902,000 liability during the fourth quarter of 2003 to provide for the Global Settlement. The Annex Agreements became effective in accordance with their terms on April 7, 2004.

18


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        On April 7, 2004, the effective date of the TelCove plan of reorganization, the Company paid $57,941,000 to TelCove, transferred the economic risks and benefits of the CLEC market assets to TelCove pursuant to the terms of the Global Settlement and entered into a Master Management Agreement which provided for the management of the CLEC market assets from April 7, 2004 through the date of transfer to TelCove. On August 20, 2004, the Company paid TelCove an additional $2,464,000 pursuant to the Global Settlement in connection with the resolution and release of certain claims. On August 21, 2004, the CLEC market assets were transferred to TelCove.

Note 6. Century/ML

Bankruptcy filing and sale of Century/ML Cable

        On September 30, 2002, Century/ML Cable, a 50/50 joint venture between Century and ML Media filed a voluntary petition to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. This bankruptcy proceeding is administered separately from that of Adelphia, and since October 2002, Century/ML Cable has been filing a separate monthly operating report with the Bankruptcy Court.

        On June 3, 2005, Century and ML Media entered into an interest acquisition agreement ("IAA") to sell their interests in Century/ML Cable for $520,000,000 (subject to potential purchase price adjustments as defined in the IAA) to San Juan Cable. On August 9, 2005, Century/ML Cable filed its plan of reorganization (the "Century/ML Plan") and its related disclosure statement (the "Century/ML Disclosure Statement") with the Bankruptcy Court. On August 18, 2005, the Bankruptcy Court approved the Century/ML Disclosure Statement. On September 7, 2005, the Bankruptcy Court confirmed the Century/ML Plan, which is designed to satisfy the conditions of the IAA with San Juan Cable and provides that all third party claims will either be paid in full or assumed by San Juan Cable under the terms set forth in the IAA. On October 31, 2005, the sale of Century/ML Cable to San Juan Cable was consummated and the Century/ML Plan became effective. Neither the sale of Century/ML Cable to San Juan Cable nor the effectiveness of the Century/ML Plan resolves the pending litigation among Adelphia, Century, Highland, Century/ML Cable and ML Media. The Company is evaluating the appropriate accounting treatment related to the gain on the sale of Century/ML Cable and as such, the Company has deferred the gain in the accompanying unaudited consolidated financial statements. For additional information regarding the proceeds from the sale of Century/ML Cable, see Note 8.

Note 7. Litigation Matters

SEC Civil Action and DoJ Investigation

        On July 24, 2002, the SEC filed a civil enforcement action (the "SEC Civil Action") against Adelphia, certain members of the Rigas Family and others, alleging various securities fraud and improper books and records claims arising out of actions allegedly taken or directed by certain members of the Rigas Family who held all of the senior executive positions at Adelphia and constituted five of the nine members of Adelphia's board of directors (none of whom remain with the Company).

19


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        On December 3, 2003, the SEC filed a proof of claim in the Chapter 11 Cases against Adelphia for, among other things, penalties, disgorgement and prejudgment interest in an unspecified amount. The staff of the SEC told the Company's advisors that its asserted claims for disgorgement and civil penalties under various legal theories could amount to billions of dollars. On July 14, 2004, the Creditors' Committee initiated an adversary proceeding seeking, in effect, to subordinate the SEC's claims based on the SEC Civil Action.

        On April 25, 2005, after extensive negotiations with the SEC and the U.S. Attorney, the Company entered into the Non-Prosecution Agreement pursuant to which the Company agreed, among other things: (i) to contribute $715,000,000 in value to a fund to be established and administered by the United States Attorney General and the SEC for the benefit of investors harmed by the activities of prior management (the "Restitution Fund"); (ii) to continue to cooperate with the U.S. Attorney until the later of April 25, 2007, or the date upon which all prosecutions arising out of the conduct described in the Rigas Criminal Action (as described below) and SEC Civil Action are final; and (iii) not to assert claims against the Rigas Family except for John J. Rigas, Timothy J. Rigas and Michael J. Rigas (together, the "Excluded Parties"), provided that Michael J. Rigas will cease to be an Excluded Party if all currently pending criminal proceedings against him are resolved without a felony conviction on a charge involving fraud or false statements (other than false statements to the U.S. Attorney or the SEC). On November 23, 2005, Michael J. Rigas pled guilty to a violation of Title 47, U.S. Code, Section 220(e) for making a false entry in a Company record. He is scheduled to be sentenced on March 3, 2006.

        The Company's contribution to the Restitution Fund will consist of stock, future proceeds of litigation and, assuming consummation of the Sale Transaction (or another sale generating cash of at least $10 billion), cash. In the event of a sale generating both stock and at least $10 billion in cash, as contemplated in the Sale Transaction, the components of the Company's contribution to the Restitution Fund will consist of $600,000,000 in cash and stock (with at least $200,000,000 in cash) and 50% of the first $230,000,000 of future proceeds, if any, from certain litigation against third parties who injured the Company. If, however, the Sale Transaction (or another sale) is not consummated and instead the Company emerges from bankruptcy as an independent entity, the $600,000,000 payment by the Company will consist entirely of stock in the reorganized Adelphia. Unless extended on consent of the U.S. Attorney and the SEC, which consent may not be unreasonably withheld, the Company must make these payments on or before the earlier of: (i) October 15, 2006; (ii) 120 days after confirmation of a stand-alone plan of reorganization; or (iii) seven days after the first distribution of stock or cash to creditors under any plan of reorganization. The Company recorded charges of $425,000,000 and $175,000,000 during 2004 and 2002, respectively, related to the Non-Prosecution Agreement. Such amounts are reflected in other expense, net in the accompanying consolidated statements of operations.

        The U.S. Attorney agreed: (i) not to prosecute Adelphia or specified subsidiaries of Adelphia for any conduct (other than criminal tax violations) related to the Rigas Criminal Action (defined below) or the allegations contained in the SEC Civil Action; (ii) not to use information obtained through the Company's cooperation with the U.S. Attorney to criminally prosecute the Company for tax violations; and (iii) to convey to the Company all of the Rigas Co-Borrowing Entities forfeited by the Rigas Family and Rigas Family Entities, certain specified real estate forfeited by the Rigas Family and any securities of the Company that were directly or indirectly owned by the Rigas Family prior to forfeiture. The U.S. Attorney agreed with the Rigas Family not to require forfeiture of Coudersport and Bucktail (which together served approximately 5,000 subscribers as of the date of the Forfeiture Order). A condition precedent to the Company's obligation to make the contribution to the Restitution Fund

20


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

described in the preceding paragraph is the Company's receipt of title to the Rigas Co-Borrowing Entities, certain specified real estate and any securities described above forfeited by the Rigas Family and Rigas Family Entities, free and clear of all liens, claims, encumbrances, or adverse interests. The forfeited Rigas Co-Borrowing Entities anticipated to be conveyed to the Company (subject to completion of forfeiture proceedings before a federal judge to determine if there are any superior claims), represent the overwhelming majority of the Rigas Co-Borrowing Entities' subscribers and value.

        Also on April 25, 2005, the Company consented to the entry of a final judgment in the SEC Civil Action resolving the SEC's claims against the Company. Pursuant to this agreement, the Company will be permanently enjoined from violating various provisions of the federal securities laws, and the SEC has agreed that if the Company makes the $715,000,000 contribution to the Restitution Fund, then the Company will not be required to pay disgorgement or a civil monetary penalty to satisfy the SEC's claims.

        The Non-Prosecution Agreement was subject to the approval of, and has been approved by, the Bankruptcy Court. Adelphia's consent to the final judgment in the SEC Civil Action was subject to the approval of, and has been approved by, both the Bankruptcy Court and the District Court. Various parties have challenged and sought appellate review or reconsideration of the orders of the Bankruptcy Court and the District Court approving these settlements. The order of the District Court approving Adelphia's consent to the final judgment in the SEC Civil Action has not been appealed. Although appeals of the Bankruptcy Court's order are still pending, the appeals of the District Court's approval of the Government-Rigas Settlement Agreement (defined below) and the creation of the Restitution Fund have been denied by the United States Court of Appeals for the Second Circuit (the "Second Circuit").

Adelphia's Lawsuit Against the Rigas Family

        On July 24, 2002, Adelphia filed a complaint in the Bankruptcy Court against John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, James Brown, Michael C. Mulcahey, Peter L. Venetis, Doris Rigas, Ellen Rigas Venetis and the Rigas Family Entities (the "Rigas Civil Action"). This action generally alleged the defendants misappropriated billions of dollars from the Company in breach of their fiduciary duties to Adelphia. On November 15, 2002, Adelphia filed an amended complaint against the defendants that expanded upon the facts alleged in the original complaint and alleged violations of the Racketeering Influenced and Corrupt Organizations ("RICO") Act, breach of fiduciary duty, securities fraud, fraudulent concealment, fraudulent misrepresentation, conversion, waste of corporate assets, breach of contract, unjust enrichment, fraudulent conveyance, constructive trust, inducing breach of fiduciary duty, and a request for an accounting (the "Amended Complaint"). The Amended Complaint sought relief in the form of, among other things, treble and punitive damages, disgorgement of monies and securities obtained as a consequence of the Rigas Family's improper conduct and attorneys' fees.

21


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        On April 25, 2005, Adelphia and the Rigas Family entered into a settlement agreement with respect to the Rigas Civil Action (the "Adelphia-Rigas Settlement Agreement"), pursuant to which Adelphia agreed, among other things: (i) to pay $11,500,000 to a legal defense fund for the benefit of the Rigas Family; (ii) to provide management services to Coudersport and Bucktail for an interim period ending no later than December 31, 2005 ("Interim Management Services"); (iii) to indemnify Coudersport and Bucktail, and the Rigas Family's (other than the Excluded Parties') interest therein, against claims asserted by the lenders under the Co-Borrowing Facilities with respect to such indebtedness up to the fair market value of those entities (without regard to their obligations with respect to such indebtedness); (iv) to provide certain members of the Rigas Family with certain indemnities, reimbursements or other protections in connection with certain third party claims arising out of Company litigation, and in connection with claims against certain members of the Rigas Family by any of the Tele-Media Joint Ventures or Century/ML Cable; and (v) within ten business days of the date on which the Forfeiture Order is entered, dismiss the Rigas Civil Action except for claims against the Excluded Parties. The Rigas Family agreed: (i) to make certain tax elections, under certain circumstances, with respect to the Rigas Co-Borrowing Entities (other than Coudersport and Bucktail); (ii) to pay Adelphia five percent of the gross operating revenue of Coudersport and Bucktail for the Interim Management Services; and (iii) to offer employment to certain Coudersport and Bucktail employees on terms and conditions that, in the aggregate, are no less favorable to such employees (other than any employees who were expressly excluded by written notice to Adelphia received by July 1, 2005) than their terms of employment with the Company.

        Pursuant to the Adelphia-Rigas Settlement Agreement, on June 21, 2005, the Company filed a dismissal with prejudice of all claims in this action except against the Excluded Parties.

        This settlement was subject to the approval of, and has been approved by, the Bankruptcy Court. Various parties have challenged and sought appellate review or reconsideration of the order of the Bankruptcy Court approving this settlement. The appeals of the Bankruptcy Court's approval remain pending.

        In June 2005, the Company paid and expensed the additional $11,500,000 in legal defense costs. The Adelphia-Rigas Settlement Agreement releases the Company from further obligation to provide funding for legal defense costs for the Rigas Family.

        The above disclosures regarding the settlements with and between the Company, the SEC, the U.S. Attorney and the Rigas Family are summaries only and are qualified in their entirety by the language of the actual agreements.

Rigas Criminal Action

        In connection with an investigation conducted by the DoJ, on July 24, 2002, certain members of the Rigas Family and certain alleged co-conspirators were arrested, and on September 23, 2002, were indicted by a grand jury on charges including fraud, securities fraud, bank fraud and conspiracy to commit fraud (the "Rigas Criminal Action"). On November 14, 2002, one of the Rigas Family's alleged co-conspirators, James Brown, pleaded guilty to one count each of conspiracy, securities fraud and bank fraud. On January 10, 2003, another of the Rigas Family's alleged co-conspirators, Timothy Werth, who had not been arrested with the others on July 24, 2002, pleaded guilty to one count each of securities fraud, conspiracy to commit securities fraud, wire fraud and bank fraud. The trial in the Rigas Criminal Action began on February 23, 2004 in the District Court. On July 8, 2004, the jury

22


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

returned a partial verdict in the Rigas Criminal Action. John J. Rigas and Timothy J. Rigas were each found guilty of conspiracy (one count), bank fraud (two counts), and securities fraud (15 counts) and not guilty of wire fraud (five counts). Michael J. Mulcahey was acquitted of all 23 counts against him. The jury found Michael J. Rigas not guilty of conspiracy and wire fraud, but remained undecided on the securities fraud and bank fraud charges against him. On July 9, 2004, the court declared a mistrial on the remaining charges against Michael J. Rigas after the jurors were unable to reach a verdict as to those charges. The bank fraud charges against Michael J. Rigas have since been dismissed with prejudice. On March 17, 2005, the District Court denied the motion of John J. Rigas and Timothy J. Rigas for a new trial. On June 20, 2005, John J. Rigas and Timothy J. Rigas were convicted and sentenced to 15 years and 20 years in prison, respectively. John J. Rigas and Timothy J. Rigas have appealed their convictions and sentences and remain free on bail pending resolution of their appeals. On November 23, 2005, Michael J. Rigas pled guilty to a violation of Title 47, U.S. Code, Section 220(e) for making a false entry in a Company record. He is scheduled to be sentenced on March 3, 2006.

        The indictment against the Rigas Family included a request for entry of a money judgment in an amount exceeding $2,500,000,000 and for entry of an order of forfeiture of all interests of the convicted Rigas defendants in the Rigas Family Entities. On December 10, 2004, the DoJ filed an application for a preliminary order of forfeiture finding John J. Rigas and Timothy J. Rigas jointly and severally liable for personal money judgments in the amount of $2,533,000,000.

        On April 25, 2005, the Rigas Family and the U.S. Attorney entered into a settlement agreement (the "Government-Rigas Settlement Agreement") pursuant to which the Rigas Family agreed to forfeit: (i) all of the Rigas Co-Borrowing Entities with the exception of Coudersport and Bucktail; (ii) certain specified real estate; and (iii) all securities in the Company directly or indirectly owned by the Rigas Family. The U.S. Attorney agreed: (i) not to seek additional monetary penalties from the Rigas Family, including the request for a money judgment as noted above; (ii) from the proceeds of certain assets forfeited by the Rigas Family, to establish the Restitution Fund for the purpose of providing restitution to holders of the Company's publicly traded securities; and (iii) to inform the District Court of this agreement at the sentencing of John J. Rigas and Timothy J. Rigas.

        Pursuant to the Forfeiture Order, all right, title and interest of the Rigas Family and Rigas Family Entities in the Rigas Co-Borrowing Entities (other than Coudersport and Bucktail), certain specified real estate and any securities of the Company were forfeited to the United States on June 8, 2005, and such assets and securities are expected to be conveyed to the Company (subject to completion of forfeiture proceedings before a federal judge to determine if there are any superior claims) pursuant to the Non-Prosecution Agreement. On August 19, 2005, the Company filed a petition with the District Court seeking an order conveying title to these assets and securities to the Company. Since that time, petitions have been filed by three lending banks, each asserting an interest in the Rigas Co-Borrowing Entities for the purpose, according to the petitions, of protecting against the contingency that the Bankruptcy Court approval of certain settlement agreements is overturned on appeal. In addition, petitions have been filed by two local franchising authorities with respect to two of the Rigas Co-Borrowing Entities and by two mechanic's lienholders with respect to two of the forfeited real properties. A status report from the government to the District Court regarding the forfeiture proceedings is due on January 6, 2006.

23


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        The Company was not a defendant in the Rigas Criminal Action, but was under investigation by the DoJ regarding matters related to alleged wrongdoing by certain members of the Rigas Family. Upon approval of the Non-Prosecution Agreement, Adelphia and specified subsidiaries are no longer subject to criminal prosecution (other than for criminal tax violations) by the U.S. Attorney for any conduct related to the Rigas Criminal Action or the allegations contained in the SEC Civil Action, so long as the Company complies with its obligations under the Non-Prosecution Agreement.

Securities and Derivative Litigation

        Certain of the Debtors and certain former officers, directors and advisors have been named as defendants in a number of lawsuits alleging violations of federal and state securities laws and related claims. These actions generally allege that the defendants made materially misleading statements understating the Company's liabilities and exaggerating the Company's financial results in violation of securities laws.

        In particular, beginning on April 2, 2002, various groups of plaintiffs filed more than 30 class action complaints, purportedly on behalf of certain of the Company's shareholders and bondholders or classes thereof in federal court in Pennsylvania. Several non-class action lawsuits were brought on behalf of individuals or small groups of security holders in federal courts in Pennsylvania, New York, South Carolina and New Jersey, and in state courts in New York, Pennsylvania, California and Texas. Seven derivative suits were also filed in federal and state courts in Pennsylvania, and four derivative suits were filed in state court in Delaware. On May 6, 2002, a notice and proposed order of dismissal without prejudice was filed by the plaintiff in one of these four Delaware derivative actions. The remaining three Delaware derivative actions were consolidated on May 22, 2002. On February 10, 2004, the parties stipulated and agreed to the dismissal of these consolidated actions with prejudice.

        The complaints, which named as defendants the Company, certain former officers and directors of the Company and, in some cases, the Company's former auditors, lawyers, as well as financial institutions who worked with the Company, generally allege that, among other improper statements and omissions, defendants misled investors regarding the Company's liabilities and earnings in the Company's public filings. The majority of these actions assert claims under Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5. Certain bondholder actions assert claims for violation of Section 11 and/or Section 12(a)(2) of the Securities Act of 1933. Certain of the state court actions allege various state law claims.

        On July 23, 2003, the Judicial Panel on Multidistrict Litigation issued an order transferring numerous civil actions to the District Court for consolidated or coordinated pre-trial proceedings (the "MDL Proceedings").

        On September 15, 2003, proposed lead plaintiffs and proposed co-lead counsel in the consolidated class action were appointed in the MDL Proceedings. On December 22, 2003, lead plaintiffs filed a consolidated class action complaint. Motions to dismiss have been filed by various defendants. On May 27, 2005 and August 16, 2005, the District Court granted in part and denied in part some of the pending motions and provided the plaintiffs limited ability to replead the dismissed claims. As a result of the filing of the Chapter 11 Cases and the protections of the automatic stay, the Company is not named as a defendant in the amended complaint, but is a non-party. The consolidated class action complaint seeks monetary damages of an unspecified amount, rescission and reasonable costs and expenses and such other and future relief as the court may deem just and proper. The individual actions against the Company also seek damages of an unspecified amount.

24


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        Pursuant to section 362 of the Bankruptcy Code, all of the securities and derivative claims that were filed against the Company before the bankruptcy filings are automatically stayed and not proceeding as to the Company.

        The Company cannot predict the outcome of the pending legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Acquisition Actions

        After the alleged misconduct of certain members of the Rigas Family was publicly disclosed, three actions were filed in May and June 2002 against the Company by former shareholders of companies that the Company acquired, in whole or in part, through stock transactions. These actions allege that the Company improperly induced these former shareholders to enter into these stock transactions through misrepresentations and omissions, and the plaintiffs seek monetary damages and equitable relief through rescission of the underlying acquisition transactions.

        Two of these proceedings have been filed with the American Arbitration Association alleging violations of federal and state securities laws, breaches of representations and warranties and fraud in the inducement. One of these proceedings seeks rescission, compensatory damages and pre-judgment relief, and the other seeks specific performance. The third action alleges fraud and seeks rescission, damages and attorneys' fees. This action was originally filed in a Colorado State Court, and subsequently was removed by the Company to the United States District Court for the District of Colorado. The Colorado State Court action was closed administratively on July 16, 2004, subject to reopening if and when the automatic bankruptcy stay is lifted or for other good cause shown. These actions have been stayed pursuant to the automatic stay provisions of section 362 of the Bankruptcy Code.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Equity Committee Shareholder Litigation

        Adelphia is a defendant in an adversary proceeding in the Bankruptcy Court consisting of a declaratory judgment action and a motion for a preliminary injunction brought on January 9, 2003 by the Equity Committee, seeking, among other relief, a declaration as to how the shares owned by the Rigas Family and Rigas Family Entities would be voted should a consent solicitation to elect members of the Board be undertaken. Adelphia has opposed such requests for relief.

        The claims of the Equity Committee are based on shareholder rights that the Equity Committee asserts should be recognized even in bankruptcy, coupled with continuing claims, as of the filing of the lawsuit, of historical connections between the Board and the Rigas Family. Motions to dismiss filed by Adelphia and others are fully briefed in this action, but no argument date has been set. If this action survives these motions to dismiss, resolution of disputed fact issues will occur in two phases pursuant to a schedule set by the Bankruptcy Court. Determinations regarding fact questions relating to the conduct of the Rigas Family will not occur until, at a minimum, after the resolution of the Rigas Criminal Action.

25


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        No pleadings have been filed in the adversary proceeding since September 2003.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

ML Media Litigation

        Adelphia and ML Media have been involved in a longstanding dispute concerning Century/ML Cable's management, the buy/sell rights of ML Media and various other matters.

        In March 2000, ML Media brought suit against Century, Adelphia and Arahova Communications Inc. ("Arahova"), a direct subsidiary of Adelphia and Century's immediate parent, in the Supreme Court of the State of New York, seeking, among other things: (i) the dissolution of Century/ML Cable and the appointment of a receiver to sell Century/ML Cable's assets; (ii) if no receiver was appointed, an order authorizing ML Media to conduct an auction for the sale of Century/ML Cable's assets to an unrelated third party and enjoining Adelphia from interfering with or participating in that process; (iii) an order directing the defendants to comply with the Century/ML Cable joint venture agreement with respect to provisions relating to governance matters and the budget process; and (iv) compensatory and punitive damages. The parties negotiated a consent order that imposed various consultative and reporting requirements on Adelphia and Century as well as restrictions on Century's ability to make capital expenditures without ML Media's approval. Adelphia and Century were held in contempt of that order in early 2001.

        In connection with the December 13, 2001 settlement of the above dispute, Adelphia, Century/ML Cable, ML Media and Highland Holdings ("Highland"), a general partnership then owned and controlled by members of the Rigas Family, entered into a Leveraged Recapitalization Agreement (the "Recap Agreement"), pursuant to which Century/ML Cable agreed to redeem ML Media's 50% interest in Century/ML Cable (the "Redemption") on or before September 30, 2002 for a purchase price between $275,000,000 and $279,800,000 depending on the timing of the Redemption, plus interest. Among other things, the Recap Agreement provided that: (i) Highland would arrange debt financing for the Redemption; (ii) Highland, Adelphia and Century would jointly and severally guarantee debt service on debt financing for the Redemption on and after the closing of the Redemption; and (iii) Highland and Century would own 60% and 40% interests, respectively, in the recapitalized Century/ML Cable. Under the terms of the Recap Agreement, Century's 50% interest in Century/ML Cable was pledged to ML Media as collateral for the Company's obligations.

        On September 30, 2002, Century/ML Cable filed a voluntary petition to reorganize under Chapter 11 in the Bankruptcy Court. Century/ML Cable is operating its business as a debtor-in-possession.

        By an order of the Bankruptcy Court dated September 17, 2003, Adelphia and Century rejected the Recap Agreement, effective as of such date. If the Recap Agreement is enforceable, the effect of the rejection of the Recap Agreement is the same as a pre-petition breach of the Recap Agreement. Therefore, Adelphia and Century are potentially exposed to "rejection damages," which may include the revival of ML Media's claims under the state court actions described above.

        Adelphia, Century, Highland, Century/ML Cable and ML Media are engaged in litigation regarding the enforceability of the Recap Agreement. On April 15, 2004, the Bankruptcy Court indicated that it would dismiss all counts of Adelphia's challenge to the enforceability of the Recap Agreement except for its allegation that ML Media aided and abetted a breach of fiduciary duty in connection with the execution of the Recap Agreement. The Bankruptcy Court also indicated that it would allow Century/ML Cable's action to avoid the Recap Agreement as a fraudulent conveyance to proceed.

26


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        ML Media has alleged that it is entitled to elect recovery of either $279,800,000 plus costs and interest in exchange for its interest in Century/ML Cable, or up to the difference between $279,800,000 and the fair market value of its interest in Century/ML Cable plus costs, interest and revival of the state court claims described above. Adelphia, Century and Century/ML Cable have disputed ML Media's claims, and the Plan contemplates that ML Media will receive no distribution until such dispute is resolved.

        On June 3, 2005, Century and ML Media entered into the IAA to sell their interests in Century/ML Cable for $520,000,000 (subject to potential purchase price adjustments as defined in the IAA) to San Juan Cable. On August 9, 2005, Century/ML Cable filed the Century/ML Plan and the Century/ML Disclosure Statement with the Bankruptcy Court. On August 18, 2005, the Bankruptcy Court approved the Century/ML Disclosure Statement. On September 7, 2005, the Bankruptcy Court confirmed the Century/ML Plan, which is designed to satisfy the conditions of the IAA with San Juan Cable and provides that all third party claims will either be paid in full or assumed by San Juan Cable under the terms set forth in the IAA. On October 31, 2005, the sale of Century/ML Cable to San Juan Cable was consummated and the Century/ML Plan became effective. ML Media may elect to receive a distribution of up to $70,000,000 from the proceeds of the sale of Century/ML Cable to San Juan Cable, conditioned on a distribution of the same amount to Century. Neither the sale of Century/ML Cable to San Juan Cable nor the effectiveness of the Century/ML Plan resolves the pending litigation among Adelphia, Century, Highland, Century/ML Cable and ML Media. On November 23, 2005, Adelphia and Century filed their first amended answer, affirmative defenses and counterclaims.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

The X Clause Litigation

        On December 29, 2003, the Ad Hoc Committee of holders of Adelphia's 6% and 3.25% subordinated notes (collectively, the "Subordinated Notes"), together with the Bank of New York, the indenture trustee for the Subordinated Notes (collectively, the "X Clause Plaintiffs"), commenced an adversary proceeding against Adelphia in the Bankruptcy Court. The X Clause Plaintiffs' complaint sought a judgment declaring that the subordination provisions in the indentures for the Subordinated Notes were not applicable to an Adelphia plan of reorganization in which constituents receive common stock of Adelphia and that the Subordinated Notes are entitled to share pari passu in the distribution of any common stock of Adelphia given to holders of senior notes of Adelphia. The basis for the X Clause Plaintiffs' claim is a provision in the applicable indentures, commonly known as the "X Clause," which provides that any distributions under a plan of reorganization comprised solely of "Permitted Junior Securities" are not subject to the subordination provision of the Subordinated Notes indenture. The X Clause Plaintiffs asserted that, under their interpretation of the applicable indentures, a distribution of a single class of new common stock of Adelphia would meet the definition of "Permitted Junior Securities" set forth in the indentures, and therefore be exempt from subordination.

27


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        On February 6, 2004, Adelphia filed its answer to the complaint, denying all of its substantive allegations. Thereafter, both the X Clause Plaintiffs and Adelphia cross-moved for summary judgment with both parties arguing that their interpretation of the X Clause was correct as a matter of law. The indenture trustee for the Adelphia senior notes also intervened in the action and, like Adelphia, moved for summary judgment arguing that the X Clause Plaintiffs were subordinated to holders of senior notes with respect to any distribution of common stock under a plan. In addition, the Creditors' Committee also moved to intervene and, thereafter, moved to dismiss the X Clause Plaintiffs' complaint on the grounds, among others, that it did not present a justiciable case or controversy and therefore was not ripe for adjudication. In a written decision, dated April 12, 2004, the Bankruptcy Court granted the Creditors' Committee's motion to dismiss without ruling on the merits of the various cross-motions for summary judgment. The Bankruptcy Court's dismissal of the action was without prejudice to the X Clause Plaintiffs' right to bring the action at a later date, if appropriate.

        Subsequent to entering into the Sale Transaction, the X Clause Plaintiffs asserted that the subordination provisions in the indentures for the Subordinated Notes also are not applicable to an Adelphia plan of reorganization in which constituents receive TWC Class A Common Stock and that the Subordinated Notes would therefore be entitled to share pari passu in the distribution of any such TWC Class A Common Stock given to holders of senior notes of Adelphia. The indenture trustee for the Adelphia senior notes (the "Senior Notes Trustee"), together with other constituents, disputed this position.

        On December 6, 2005, the X Clause Plaintiffs and the Debtors jointly filed a motion seeking that the Bankruptcy Court establish a pre-confirmation process for interested parties to litigate the X Clause dispute (the "X Clause Litigation Motion"). Objections to the X Clause Litigation Motion were filed on December 13, 2005 by the Senior Notes Trustee, the Creditors' Committee and others.

        On December 19, 2005, following a hearing, the Bankruptcy Court granted the X Clause Litigation Motion, finding that the X Clause dispute was ripe for adjudication and directing the interested parties to litigate the dispute prior to plan confirmation (the "X Clause Pre-Confirmation Litigation"). The Bankruptcy Court further directed that, in addition to the X Clause Plaintiffs and the Senior Notes Trustee, any other party interested in participating in the X Clause Pre-Confirmation Litigation may do so. Discovery in connection with the X Clause Pre-Confirmation Litigation has not yet commenced.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Verizon Franchise Transfer Litigation

        On March 20, 2002, the Company commenced an action (the "California Cablevision Action") in the United States District Court for the Central District of California, Western Division, seeking, among other things, declaratory and injunctive relief precluding the City of Thousand Oaks, California (the "City") from denying permits on the grounds that the Company failed to seek the City's prior approval of an asset purchase agreement (the "Asset Purchase Agreement"), dated December 17, 2001, between the Company and Verizon Media Ventures, Inc. d/b/a Verizon Americast ("Verizon Media Ventures"). Pursuant to the Asset Purchase Agreement, the Company acquired certain Verizon Media Ventures cable equipment and network system assets (the "Verizon Cable Assets") located in the City for use in the operation of the Company's cable business in the City.

28


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        On March 25, 2002, the City and Ventura County (the "County") commenced an action (the "Thousand Oaks Action") against the Company and Verizon Media Ventures in California State Court alleging that Verizon Media Ventures' entry into the Asset Purchase Agreement and conveyance of the Verizon Cable Assets constituted a breach of Verizon Media Ventures' cable franchises and that the Company's participation in the transaction amounted to actionable tortious interference with those franchises. The City and the County sought injunctive relief to halt the sale and transfer of the Verizon Cable Assets pursuant to the Asset Purchase Agreement and to compel the Company to treat the Verizon Cable Assets as a separate cable system.

        On March 27, 2002, the Company and Verizon Media Ventures removed the Thousand Oaks Action to the United States District Court for the Central District of California, where it was consolidated with the California Cablevision Action.

        On April 12, 2002, the district court conducted a hearing on the City's and County's application for a preliminary injunction and, on April 15, 2002, the district court issued a temporary restraining order in part, pending entry of a further order. On May 14, 2002, the district court issued a preliminary injunction and entered findings of fact and conclusions of law in support thereof (the "May 14, 2002 Order"). The May 14, 2002 Order, among other things: (i) enjoined the Company from integrating the Company's and Verizon Media Ventures' system assets serving subscribers in the City and the County; (ii) required the Company to return "ownership" of the Verizon Cable Assets to Verizon Media Ventures except that the Company was permitted to continue to "manage" the assets as Verizon Media Ventures' agent to the extent necessary to avoid disruption in services until Verizon Media Ventures chose to reenter the market or sell the assets; (iii) prohibited the Company from eliminating any programming options that had previously been selected by Verizon Media Ventures or from raising the rates charged by Verizon Media Ventures; and (iv) required the Company and Verizon Media Ventures to grant the City and/or the County access to system records, contracts, personnel and facilities for the purpose of conducting an inspection of the then-current "state of the Verizon Media Ventures and the Company systems" in the City and the County. The Company appealed the May 14, 2002 Order and, on April 1, 2003, the U.S. Court of Appeals for the Ninth Circuit reversed the May 14, 2002 Order, thus removing any restrictions that had been imposed by the district court against the Company's integration of the Verizon Cable Assets and remanded the actions back to the district court for further proceedings.

        In September 2003, the City began refusing to grant the Company's construction permit requests, claiming that the Company could not integrate the acquired Verizon Cable Assets with the Company's existing cable system assets because the City had not approved the transaction between the Company and Verizon Media Ventures, as allegedly required under the City's cable ordinance.

        Accordingly, on October 2, 2003, the Company filed a motion for a preliminary injunction in the district court seeking to enjoin the City from refusing to grant the Company's construction permit requests. On November 3, 2003, the district court granted the Company's motion for a preliminary injunction, finding that the Company had demonstrated "a strong likelihood of success on the merits." Thereafter, the parties agreed to informally stay the litigation pending negotiations between the Company and the City for the Company's renewal of its cable franchise, with the intent that such negotiations would also lead to a settlement of the pending litigation. However, on September 16, 2004, at the City's request, the court set certain procedural dates, including a trial date of July 12, 2005, which has effectively re-opened the case to active litigation. Subsequently, the July 12, 2005 trial date was vacated pursuant to a stipulation and order. On July 11, 2005, the district court referred the matter to a United States magistrate judge for settlement discussions. A settlement conference was held on October 20, 2005, before the magistrate judge. The parties continue to engage in settlement discussions in an effort to resolve the dispute.

29


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        The Company cannot predict the outcome of these actions or estimate the possible effects on the financial condition or results of operations of the Company.

Dibbern Adversary Proceeding

        On or about August 30, 2002, Gerald Dibbern, individually and purportedly on behalf of a class of similarly situated subscribers nationwide, commenced an adversary proceeding in the Bankruptcy Court against Adelphia asserting claims for violation of the Pennsylvania Consumer Protection Law, breach of contract, fraud, unjust enrichment, constructive trust, and an accounting. This complaint alleges that Adelphia charged, and continues to charge, subscribers for cable set-top box equipment, including set-top boxes and remote controls, that is unnecessary for subscribers that receive only basic cable service and have cable-ready televisions. The complaint further alleges that Adelphia failed to adequately notify affected subscribers that they no longer needed to rent this equipment. The complaint seeks a number of remedies including treble money damages under the Pennsylvania Consumer Protection Law, declaratory and injunctive relief, imposition of a constructive trust on Adelphia's assets, and punitive damages, together with costs and attorneys' fees.

        On or about December 13, 2002, Adelphia moved to dismiss the adversary proceeding on several bases, including that the complaint fails to state a claim for which relief can be granted and that the matters alleged therein should be resolved in the claims process. The Bankruptcy Court granted Adelphia's motion to dismiss and dismissed the adversary proceeding on May 3, 2005. In the Bankruptcy Court, Mr. Dibbern has also objected to the provisional disallowance of his proofs of claim, which comprised a portion of the Bankruptcy Court's May 3, 2005 order. Mr. Dibbern appealed the May 3, 2005 order dismissing his claims to the District Court. In an August 30, 2005 decision, the District Court affirmed the dismissal of Mr. Dibbern's claims for violation of the Pennsylvania Consumer Protection Law, a constructive trust and an accounting, but reversed the dismissal of Mr. Dibbern's breach of contract, fraud and unjust enrichment claims. These three claims will proceed in the Bankruptcy Court. Adelphia filed its answer on October 14, 2005.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Creditors' Committee Lawsuit Against Pre-Petition Banks

        Pursuant to the Bankruptcy Court order approving the DIP Facility (the "Final DIP Order"), the Company made certain acknowledgments (the "Acknowledgments") with respect to the extent of its indebtedness under the pre-petition credit facilities, as well as the validity and extent of the liens and claims of the lenders under such facilities. However, given the circumstances surrounding the filing of the Chapter 11 Cases, the Final DIP Order preserved the Debtors' right to prosecute, among other things, avoidance actions and claims against the pre-petition lenders and to bring litigation against the pre-petition lenders based on any wrongful conduct. The Final DIP Order also provided that any official committee appointed in the Chapter 11 Cases would have the right to request that it be granted standing by the Bankruptcy Court to challenge the Acknowledgments and to bring claims belonging to the Company and its estates against the pre-petition lenders.

30


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        Pursuant to a stipulation dated July 2, 2003, among the Debtors, the Creditors' Committee and the Equity Committee, the parties agreed, subject to approval by the Bankruptcy Court, that the Creditors' Committee would have derivative standing to file and prosecute claims against the pre-petition lenders, on behalf of the Debtors, and granted the Equity Committee leave to seek to intervene in any such action. This stipulation also preserves the Company's ability to compromise and settle the claims against the pre-petition lenders. By motion dated July 6, 2003, the Creditors' Committee moved for Bankruptcy Court approval of this stipulation and simultaneously filed a complaint (the "Bank Complaint") against the agents and lenders under certain pre-petition credit facilities, and related entities, asserting, among other things, that these entities knew of, and participated in, the alleged improper actions by certain members of the Rigas Family and Rigas Family Entities (the "Pre-petition Lender Litigation"). The Debtors are nominal plaintiffs in this action.

        The Bank Complaint contains 52 claims for relief to redress the claimed wrongs and abuses committed by the agents, lenders and other entities. The Bank Complaint seeks to, among other things: (i) recover as fraudulent transfers the principal and interest paid by the Company to the defendants; (ii) avoid as fraudulent obligations the Company's obligations, if any, to repay the defendants; (iii) recover damages for breaches of fiduciary duties to the Company and for aiding and abetting fraud and breaches of fiduciary duties by the Rigas Family; (iv) equitably disallow, subordinate or recharacterize each of the defendants' claims in the Chapter 11 Cases; (v) avoid and recover certain allegedly preferential transfers made to certain defendants; and (vi) recover damages for violations of the Bank Holding Company Act. Numerous motions seeking to defeat the Pre-petition Lender Litigation were filed by the defendants and the Bankruptcy Court held a hearing on such issues. The Equity Committee filed a motion seeking authority to bring an intervenor complaint (the "Intervenor Complaint") against the defendants seeking to, among other things, assert additional contract claims against the investment banking affiliates of the agent banks and claims under the RICO Act against various defendants (the "Additional Claims").

        On October 3 and November 7, 2003, certain of the defendants filed both objections to approval of the stipulation and motions to dismiss the bulk of the claims for relief contained in the Bank Complaint and the Intervenor Complaint. The Bankruptcy Court heard oral argument on these objections and motions on December 20 and 21, 2004. In a memorandum decision dated August 30, 2005, the Bankruptcy Court granted the motion of the Creditors' Committee for standing to prosecute the claims asserted by the Creditors' Committee. The Bankruptcy Court also granted a separate motion of the Equity Committee to file and prosecute the Additional Claims on behalf of the Debtors. Subsequent to issuance of this decision, several defendants filed, among other things, motions to withdraw the reference for the Pre-petition Lender Litigation from the Bankruptcy Court to the District Court. These motions are currently pending.

        Under the Plan, the Debtors may seek to compromise and settle, in part, the Pre-petition Lender Litigation, including through the dismissal of certain claims and the release of certain defendants.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Non-Agent Banks' Declaratory Judgment

        On September 30, 2005, certain non-agent pre-petition lenders of the Debtors filed a declaratory judgment action against the Debtors in the Bankruptcy Court seeking, among other things, the enforcement of asserted indemnification rights and rights to fees and expenses. No responses have been filed regarding this complaint.

31


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Devon Mobile Claim

        Pursuant to the Agreement of Limited Partnership of Devon Mobile Communications, L.P., a Delaware limited partnership ("Devon Mobile"), dated as of November 3, 1995 (the "Devon Mobile Limited Partnership Agreement"), the Company owned a 49.9% limited partnership interest in Devon Mobile, which, through its subsidiaries, held licenses to operate regional wireless telephone businesses in several states. Devon Mobile had certain business and contractual relationships with the Company and with former subsidiaries or divisions of the Company, which were spun off as TelCove in January 2002.

        In late May 2002, the Company notified Devon G.P., Inc. ("Devon G.P."), the general partner of Devon Mobile, that it would likely terminate certain discretionary operational funding to Devon Mobile. On August 19, 2002, Devon Mobile and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Devon Mobile Bankruptcy Court").

        On January 17, 2003, the Company filed proofs of claim and interest against Devon Mobile and its subsidiaries for approximately $129,000,000 in debt and equity claims, as well as an additional claim of approximately $35,000,000 relating to the Company's guarantee of certain Devon Mobile obligations (collectively, the "Company Claims"). By order dated October 1, 2003, the Devon Mobile Bankruptcy Court confirmed Devon Mobile's First Amended Joint Plan of Liquidation (the "Devon Plan"). The Devon Plan became effective on October 17, 2003, at which time the Company's limited partnership interest in Devon Mobile was extinguished.

        On or about January 8, 2004, Devon Mobile filed proofs of claim in the Chapter 11 Cases seeking, in the aggregate, approximately $100,000,000 in respect of, among other things, certain cash transfers alleged to be either preferential or fraudulent and claims for deepening insolvency, alter ego liability and breach of an alleged duty to fund Devon Mobile operations, all of which arose prior to the commencement of the Chapter 11 Cases (the "Devon Claims"). On June 21, 2004, Devon Mobile commenced an adversary proceeding in the Chapter 11 Cases (the "Devon Adversary Proceeding") through the filing of a complaint (the "Devon Complaint") which incorporates the Devon Claims. On August 20, 2004, the Company filed an answer and counterclaim in response to the Devon Complaint denying the allegations made in the Devon Complaint and asserting various counterclaims against Devon Mobile, which encompassed the Company Claims. On November 22, 2004, the Company filed a motion for leave (the "Motion for Leave") to file a third party complaint for contribution and indemnification against Devon G.P. and Lisa-Gaye Shearing Mead, the sole owner and President of Devon G.P. By endorsed order entered January 12, 2005, Judge Robert E. Gerber, the judge presiding over the Chapter 11 Cases and the Devon Adversary Proceeding, granted a recusal request made by counsel to Devon G.P. On January 21, 2005, the Devon Adversary Proceeding was reassigned from Judge Gerber to Judge Cecelia G. Morris. By an order dated April 5, 2005, Judge Morris denied the Motion for Leave and a subsequent motion for reconsideration. On May 13, 2005, the court entered an amended pretrial scheduling order extending the time for discovery and scheduled a pretrial conference for March 1, 2006, with a five day trial to be scheduled thereafter. Discovery is ongoing.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

32


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NFHLP Claim

        On January 13, 2003, NFHLP and certain of its subsidiaries (the "NFHLP Debtors") filed voluntary petitions to reorganize under Chapter 11 in the United States Bankruptcy Court of the Western District of New York (the "NFHLP Bankruptcy Court") seeking protection under the U. S. bankruptcy laws. Certain of the NFHLP Debtors entered into an agreement dated March 13, 2003 for the sale of certain assets, including the Buffalo Sabres National Hockey League team, and the assumption of certain liabilities. On October 3, 2003, the NFHLP Bankruptcy Court approved the NFHLP joint plan of liquidation. The NFHLP Debtors filed a complaint, dated November 4, 2003, against, among others, Adelphia and the Creditors' Committee seeking to enforce certain prior stipulations and orders of the NFHLP Bankruptcy Court against Adelphia and the Creditors' Committee related to the waiver of Adelphia's right to participate in certain sale proceeds resulting from the sale of assets. Certain of the NFHLP Debtors' pre-petition lenders, which are also defendants in the adversary proceeding, have filed cross-complaints against Adelphia and the Creditors' Committee asking the NFHLP Bankruptcy Court to enjoin Adelphia and the Creditors' Committee from prosecuting their claims against those pre-petition lenders. Although proceedings as to the complaint itself have been suspended, the parties have continued to litigate the cross-complaints. Discovery closed on November 1, 2005 and motions for summary judgment are due to be filed on January 24, 2006, with briefing on the motions to be completed in March 2006.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Preferred Shareholder Litigation

        On August 11, 2003, Adelphia initiated an adversary proceeding in the Bankruptcy Court against the holders of Adelphia's preferred stock (the "Preferred Stockholders"), seeking, among other things, to enjoin the Preferred Stockholders from exercising certain purported rights to elect directors to the Board due to Adelphia's failure to pay dividends and alleged breaches of covenants contained in the certificates of designations relating to Adelphia's preferred stock. On August 13, 2003, certain of the Preferred Stockholders filed an action against Adelphia in the Delaware Chancery Court seeking a declaratory judgment of their purported right to appoint two directors to the Board (the "Delaware Action"). On August 13, 2003, the Bankruptcy Court granted Adelphia a temporary restraining order, which, among other things, stayed the Delaware Action and temporarily enjoined the Preferred Stockholders from exercising their purported rights to elect directors to the Board. Thereafter, the Delaware Action was withdrawn.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

33


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Adelphia's Lawsuit Against Deloitte

        On November 6, 2002, Adelphia sued Deloitte & Touche LLC ("Deloitte"), Adelphia's former independent auditors, in the Court of Common Pleas for Philadelphia County. The lawsuit seeks damages against Deloitte based on Deloitte's alleged failure to conduct an audit in compliance with generally accepted auditing standards, and for providing an opinion that Adelphia's financial statements conformed with GAAP when Deloitte allegedly knew or should have known that they did not conform. The complaint further alleges that Deloitte knew or should have known of alleged misconduct and misappropriation by the Rigas Family, and other alleged acts of self-dealing, but failed to report these alleged misdeeds to the Board or others who could have and would have stopped the Rigas Family's misconduct. The complaint raises claims of professional negligence, breach of contract, aiding and abetting breach of fiduciary duty, fraud, negligent misrepresentation and contribution.

        Deloitte filed preliminary objections seeking to dismiss the complaint, which were overruled by the court by order dated June 11, 2003. On September 15, 2003, Deloitte filed an answer, a new matter and various counterclaims in response to the complaint. In its counterclaims, Deloitte asserted causes of action against Adelphia for breach of contract, fraud, negligent misrepresentation and contribution. Also on September 15, 2003, Deloitte filed a related complaint naming as additional defendants John J. Rigas, Timothy J. Rigas, Michael J. Rigas, and James P. Rigas. In this complaint, Deloitte alleges causes of action for fraud, negligent misrepresentation and contribution. The Rigas defendants, in turn, have claimed a right to contribution and/or indemnity from Adelphia for any damages Deloitte may recover against the Rigas defendants. On January 9, 2004, Adelphia answered Deloitte's counterclaims. Deloitte moved to stay discovery in this action until completion of the Rigas Criminal Action, which Adelphia opposed. Following the motion, discovery was effectively stayed for 60 days but has now commenced. Deloitte and Adelphia have exchanged documents and have begun substantive discovery. On December 6, 2005, the court entered a case management order stating that all discovery shall be completed by June 5, 2006 and that the case be ready for trial by October 2, 2006.

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

Arahova Motions

        Substantial disputes exist between creditors of different Debtors that principally affect the recoveries to the holders of certain notes due September 15, 2007 issued by FrontierVision Holdings, L.P., an indirect subsidiary of Adelphia, and the creditors of Arahova and Adelphia (the "Inter-Creditor Dispute"). On November 7, 2005, the Arahova Noteholders' Committee filed four emergency motions for relief with the Bankruptcy Court seeking, among other things, to: (i) appoint a trustee for Arahova and its subsidiaries (collectively, the "Arahova/Century Debtors") who may not receive payment in full under the Plan or, alternatively, appoint independent officers and directors, with the assistance of separately retained counsel, to represent the Arahova/Cenury Debtors in connection with the Inter-Creditor Dispute; (ii) disqualify Willkie Farr & Gallagher LLP from representing the Arahova/Century Debtors in the Chapter 11 Cases or, in the alternative, the balance of the Debtors with respect to the Inter-Creditor Dispute; (iii) terminate the exclusive periods during which the Arahova/Century Debtors may file and solicit acceptances of a Chapter 11 plan and related disclosure statement (the previous three motions, the "Arahova Emergency Motions"); and (iv) authorize the Arahova Noteholders' Committee to file confidential supplements containing certain information. The Bankruptcy Court scheduled a hearing on the Arahova Emergency Motions for January 4, 5, and 6, 2006.

34


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company. However, the appointment of a Chapter 11 trustee pursuant to the request by the Arahova Noteholders' Committee, or a request by another party in interest, may lead to a default under the Second Extended DIP Facility, may prevent consummation of the Sale Transaction and would give TW NY and Comcast the right to terminate the Sale Transaction asset purchase agreements.

Series E and F Preferred Stock Conversion Postponements

        On October 29, 2004, Adelphia filed a motion to postpone the conversion of Adelphia's 7.5% Series E Mandatory Convertible Preferred Stock ("Series E Preferred Stock") into shares of Class A Common Stock from November 15, 2004 to February 1, 2005, to the extent such conversion was not already stayed by the Debtors' bankruptcy filing, in order to protect the Debtors' net operating loss carryovers. On November 18, 2004, the Bankruptcy Court entered an order approving the postponement effective November 14, 2004.

        Adelphia has subsequently entered into several stipulations further postponing, to the extent applicable, the conversion date of the Series E Preferred Stock. Adelphia has also entered into several stipulations postponing, to the extent applicable, the conversion date of the Adelphia 7.5% Series F Mandatory Convertible Preferred Stock, which was initially convertible into shares of Class A Common Stock on February 1, 2005.

EPA Self Disclosure and Audit

        On June 2, 2004, the Company orally self-disclosed potential violations of environmental laws to the United States Environmental Protection Agency ("EPA") pursuant to EPA's Audit Policy, and notified EPA that it intended to conduct an audit of its operations to identify and correct any such violations. The potential violations primarily concern reporting and recordkeeping requirements arising from the Company's storage and use of petroleum and batteries to provide backup power for its cable operations. This matter is at an early stage, but based on current facts, the Company does not anticipate that this matter will have a material adverse effect on the Company's results of operations or financial condition.

Other

        The Company is subject to various other legal proceedings and claims which arise in the ordinary course of business. Management believes, based on information currently available, that the amount of ultimate liability, if any, with respect to any of these other actions will not materially affect the Company's financial position or results of operations.

Note 8. Additional Information

Reclassification

        Certain amounts for the forty-one months ended November 30, 2005 have been reclassified to conform with the November 30, 2005 monthly presentation.

35


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Dispositions

        As more fully described in Note 5, in April 2004, the Company transferred the economic risks and benefits of certain assets which provide CLEC telecommunication services to TelCove. Accordingly, the Company presented such CLEC assets as discontinued operations beginning in April 2004.

        In November 2004, the Company entered into an asset purchase agreement to sell its security monitoring business in Pennsylvania, Florida and New York for approximately $38,000,000. Pursuant to the bidding procedures order filed with the Bankruptcy Court on November 22, 2004, qualified bidders had the opportunity to submit higher or otherwise better offers with a bid deadline of January 17, 2005. The Company received a qualified bid and conducted an auction for the sale of the security business on January 21, 2005. The winning bid was approximately $42,750,000, subject to adjustment, based primarily on the final contractual recurring monthly revenue of the security business and a working capital adjustment. This agreement was approved by the Bankruptcy Court on January 28, 2005. The transaction closed on February 28, 2005 for a preliminary purchase price of $40,200,000, subject to final adjustment.

Change in Useful Life

        In March 2004, effective January 1, 2004, the Company changed the useful life used to calculate the depreciation of converter boxes from five years to four years due to the introduction of advanced set-top boxes which provide high definition and digital video recording capabilities.

Cash and cash equivalents

        Cash equivalents consist primarily of money market funds and United States ("U.S.") government obligations with maturities of three months or less when purchased. The carrying amounts of cash equivalents approximate their fair values.

Restricted cash

        Restricted cash is primarily comprised of proceeds from the sale of Century/ML Cable which are being held in escrow pending the resolution of the litigation among Adelphia, Century, Highland, Century/ML Cable and ML Media described in Note 7, amounts that are collateralized on letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales and amounts that are required to be used to fund mandatory prepayments of principal on the Second Extended DIP Facility in connection with the consummation of certain asset sales.

36


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
  November 30, 2005
 
  (amounts in thousands)

Current restricted cash:      
  Collateralization of letters of credit   $ 18,585
  Reduction events     2,087
  Other     3,336
   
    Current restricted cash   $ 24,008
   
Noncurrent restricted cash:      
  Proceeds from sale of investment     263,770
  Other     2,741
   
    Noncurrent restricted cash   $ 266,511
   

Accounts receivable

        Accounts receivable are reflected net of an allowance for doubtful accounts. Such allowance was $14,219,000 at November 30, 2005.

Accounts payable, accrued liabilities and other liabilities

        To the Company's knowledge, all undisputed post-petition trade payables are current and all premiums for insurance policies, including all workers' compensation and disability insurance policies, required to be paid are fully paid as of November 30, 2005.

Preferred stock

        Contractual dividends applicable to the Company's preferred stock were $10,010,000 and $410,427,000 for the respective one and forty-one months ended November 30, 2005.

Basic and diluted loss per weighted average share of common stock

        Basic loss per weighted average share of common stock is computed based on the weighted average number of common shares outstanding after giving effect to dividend requirements on the Company's preferred stock. Diluted loss per common share is equal to basic net loss per common share because the Company's convertible preferred stock and outstanding stock options do not have a dilutive effect for the periods presented. In the future, however, the convertible preferred stock and outstanding stock options could have a dilutive effect on earnings per share.

Supplemental cash flow information

        Cash payments for interest were $46,823,000 and $1,443,592,000 for the one and forty-one month periods ended November 30, 2005, respectively. Included in these amounts are cash payments made by the Company of $18,145,000 and $594,352,000 for the one and forty-one month periods ended November 30, 2005, respectively, for interest on the co-borrowing credit facilities attributable to the Rigas Family Entities.

37


ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Key Employee Retention Programs

        On September 21, 2004, the Bankruptcy Court entered orders authorizing the Debtors to implement and adopt (i) the Adelphia Communications Corporation Key Employee Continuity Program (as amended, the "Stay Plan") and (ii) the Adelphia Communications Corporation Sale Bonus Program (as amended, the "Sale Plan"). On April 20, 2005, the Bankruptcy Court entered an order authorizing the Debtors to implement and adopt the Adelphia Communications Corporation Executive Vice President Continuity Program (the "EVP Stay Plan" and, together with the Stay Plan and the Sale Plan, the "Continuity Program"), and authorized the Executive Vice Presidents' participation in the Sale Plan (the "EVP KERP Order"). The Continuity Program is designed to motivate certain employees (other than the CEO and COO of the Company) to remain with the Company. With respect to the Continuity Program, in the event that (i) a Change in Control (as defined in the EVP Stay Plan, the Stay Plan and the Sale Plan) occurs and (ii) all of the bonuses under the Continuity Program are payable, the total cost of the Continuity Program could reach approximately $34,100,000 (including approximately $1,400,000 payable under the EVP Stay Plan, approximately $9,800,000 payable under the Stay Plan, approximately $19,900,000 payable under the Sale Plan (including $1,850,000 payable to certain Executive Vice Presidents under the Sale Plan pursuant to the EVP KERP Order, and a $3,000,000 pool from which the CEO of Adelphia may grant additional stay or sale bonuses).

Statistical Information

        The table below provides information on the number of basic customers, digital customers and high speed internet customers as of November 30, 2005 and October 31, 2005. As of June 30, 2005, the Managed Cable Entities do not include Coudersport and Bucktail. For additional information, see Note 7.

 
  Filing
Entities

  Brazil
  Managed Cable
Entities

  Century/ML
Cable and St.
Marys

  Total
November 30, 2005:                    
Basic customers   4,670,355   55,130   219,706   5,219   4,950,410
Digital customers   1,913,351     90,300   304   2,003,955
High speed internet customers   1,599,067   6,726   87,121     1,692,914
   
 
 
 
 
Total revenue generating units   8,182,773   61,856   397,127   5,523   8,647,279
   
 
 
 
 
October 31, 2005:                    
Basic customers   4,682,975   55,200   219,973   143,010   5,101,158
Digital customers   1,908,407     89,994   67,226   2,065,627
High speed internet customers   1,581,154   6,553   86,322   18,243   1,692,272
   
 
 
 
 
Total revenue generating units   8,172,536   61,753   396,289   228,479   8,859,057
   
 
 
 
 

Note 9. Bankruptcy Court Reporting Schedules

        The Bankruptcy Court reporting schedules included in this report beginning on page 34 are for the period from November 1 through November 30, 2005 and have been prepared for the purpose of filing with the Bankruptcy Court and are not required by GAAP. The accompanying Bankruptcy Court reporting schedules, as with all other information contained herein, have been obtained from the books and records of the Company and are unaudited.

38


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Summary

 
  For the
Month Ended
November 30, 2005

  Reference
Gross wages paid   $ 45,383,031   Schedule I
Employee payroll taxes withheld     9,910,171   Schedule I
Employer payroll taxes due     3,179,380   Schedule I
Payroll taxes paid*     12,918,113   Schedule II*
Sales and other taxes due     7,083,247   Schedule III
Gross taxable sales     86,504,397   Schedule III
Real estate and personal property taxes paid     6,294,211   Schedule IV
Sales and other taxes paid     6,404,200   Schedule V
Cash disbursements     354,339,411   Schedule VI
Insurance coverage     N/A   Schedule VII

*
The amount reported above for payroll taxes paid is based upon the date paid and not the date due.

39


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule I

Court Reporting schedules for Payroll and Payroll Taxes
for the Month Ended November 30, 2005

Week Ending Date

  Gross
Wages Paid

  Employee Payroll
Taxes Withheld

  Employer Payroll
Taxes Due

11-Nov-05   $ 21,459,873   $ 4,569,284   $ 1,508,857
25-Nov-05   $ 23,923,158   $ 5,340,887   $ 1,670,523
   
 
 
Total   $ 45,383,031   $ 9,910,171   $ 3,179,380

40


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule II

Court Reporting schedules for Payroll Taxes Paid
for the Month Ended November 30, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
MASSACHUSETTS DIVISION OF   $ 683   11/4/2005
BUREAU OF EMPLOYMENT SERVICES     4   11/8/2005
DEPARTMENT OF LABOR & EMPLOYMEN     37   11/8/2005
COLUMBUS CITY TREASURER     1,457   11/10/2005
NEBRASKA DEPARTMENT OF REVENUE     3   11/10/2005
THE CITY OF JACKSON TREASURER     100   11/10/2005
WEST VIRGINIA DEPT OF TAX & REV     9,095   11/10/2005
INTERNAL REVENUE SERVICE     5,289,877   11/14/2005
STATE OF ALABAMA     4,281   11/14/2005
STATE OF ARIZONA     3,097   11/14/2005
STATE OF CALIFORNIA     159,212   11/14/2005
STATE OF COLORADO     65,677   11/14/2005
STATE OF CONNECTICUT     11,164   11/14/2005
STATE OF GEORGIA     7,545   11/14/2005
STATE OF IDAHO     4,588   11/14/2005
STATE OF INDIANA     917   11/14/2005
STATE OF KANSAS     315   11/14/2005
STATE OF KENTUCKY     17,389   11/14/2005
STATE OF MAINE     19,919   11/14/2005
STATE OF MARYLAND     14,344   11/14/2005
STATE OF MASSACHUSETTS     26,518   11/14/2005
STATE OF MISSISSIPPI     2,300   11/14/2005
STATE OF NEW JERSEY     37   11/14/2005
STATE OF NEW YORK     93,595   11/14/2005
STATE OF NORTH CAROLINA     11,615   11/14/2005
STATE OF OHIO     71,437   11/14/2005
STATE OF OKLAHOMA     242   11/14/2005
STATE OF PENNSYLVANIA     84,572   11/14/2005
STATE OF SOUTH CAROLINA     3,536   11/14/2005
STATE OF VERMONT     15,353   11/14/2005
STATE OF VIRGINIA     50,331   11/14/2005
NEW YORK STATE DEPARTMENT OF TA     830   11/15/2005
INTERNAL REVENUE SERVICE     6,101,869   11/25/2005
STATE OF ARIZONA     4,084   11/25/2005
STATE OF CALIFORNIA     214,085   11/25/2005
STATE OF COLORADO     66,602   11/25/2005
STATE OF CONNECTICUT     11,111   11/25/2005
STATE OF GEORGIA     8,403   11/25/2005
STATE OF IDAHO     4,244   11/25/2005
STATE OF INDIANA     946   11/25/2005

41


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule II

Court Reporting schedules for Payroll Taxes Paid
for the Month Ended November 30, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
STATE OF KANSAS   409   11/25/2005
STATE OF KENTUCKY   18,488   11/25/2005
STATE OF MAINE   23,510   11/25/2005
STATE OF MARYLAND   18,871   11/25/2005
STATE OF MASSACHUSETTS   28,109   11/25/2005
STATE OF MICHIGAN   104   11/25/2005
STATE OF NEW YORK   110,060   11/25/2005
STATE OF NORTH CAROLINA   13,472   11/25/2005
STATE OF OHIO   82,066   11/25/2005
STATE OF OKLAHOMA   199   11/25/2005
STATE OF PENNSYLVANIA   88,533   11/25/2005
STATE OF SOUTH CAROLINA   4,175   11/25/2005
STATE OF VERMONT   18,480   11/25/2005
STATE OF VIRGINIA   55,723   11/25/2005
STATE OF WISCONSIN   738   11/25/2005
ASHTABULA INCOME TAX   402   11/26/2005
CENTRAL COLLECTION AGENCY   31,833   11/26/2005
CITY OF CHILLICOTHE   2,053   11/26/2005
CITY OF CLEVELAND HEIGHTS   5,210   11/26/2005
CITY OF GREENWOOD VILLAGE   304   11/26/2005
CITY OF MARION   829   11/26/2005
CITY OF NEWARK   3,204   11/26/2005
CITY OF PITTSBURGH   574   11/26/2005
COLUMBUS CITY TREASURER   1,303   11/26/2005
GEORGETOWN/SCOTT CO REVENUE   387   11/26/2005
LORAIN CITY TAX   1,750   11/26/2005
MISSOURI DEPARTMENT OF R   25   11/26/2005
MONTANA DEPARTMENT OF REVENUE   878   11/26/2005
RITA   12,778   11/26/2005
SCHOOL DISTRICT INCOME TAX   2,206   11/26/2005
TREASURER CITY OF OWENSBORO   749   11/26/2005
WEST VIRGINIA DEPT OF TAX & REV   9,277   11/26/2005

TOTALS

 

12,918,113

 

 

42


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule III

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended November 30, 2005

Taxing Jurisdiction

  Sales and Other
Taxes Due

  Gross
Taxable Sales

BANK OF AMERICA   $ 10   $ 1,066
BOARD OF EQUALIZATION     4     A
BOARD OF EQUALIZATION     22     294
BOARD OF EQUALIZATION     51     633
CA TELECONNECT FUND     1     533
CCHCF-A     1     533
CHCF-B     13     533
CITY OF ALBION     392     6,537
CITY OF BALDWIN PARK     5,095     169,835
CITY OF BEAUMONT     3,734     124,472
CITY OF BRAWLEY     8,383     209,579
CITY OF CHARLOTTESVILLE     53,665     536,653
CITY OF COLORADO SPRINGS     108     4,327
CITY OF COLTON     9,952     191,303
CITY OF ENGLEWOOD         1,459
CITY OF FONTANA     171     3,424
CITY OF GUNNISON     0     42
CITY OF HERMOSA BEACH     21,846     364,102
CITY OF HOLTVILLE     1,981     39,618
CITY OF KELSO     6,494     108,229
CITY OF LA HABRA     25,971     432,856
CITY OF LONGVIEW     22,119     368,648
CITY OF LOS ANGELES         1
CITY OF MORENO VALLEY     65,345     1,089,086
CITY OF PALOUSE     529     7,557
CITY OF PETERSBURG     18,679     93,393
CITY OF PICO RIVERA     12,206     244,112
CITY OF PLACENTIA     15,770     450,571
CITY OF PORT HUENEME     10,590     264,759
CITY OF REDONDO BEACH     46,774     984,722
CITY OF RIALTO     38,620     482,749
CITY OF SAN BERNARDINO     63,208     797,067
CITY OF SAN BUENAVENTURA     36,194     723,878
CITY OF SANTA MONICA     161,481     1,614,818
CITY OF WAYNESBORO     28,186     281,859
CITY OF WINCHESTER     15,955     159,551
COLORADO DEPT. OF REVENUE     1,205     65,752
COLORADO DEPT. OF REVENUE     2,910     79,318
COMMISSIONER OF REVENUE SERVICES     300,162     5,717,360

43


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule III

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended November 30, 2005

Taxing Jurisdiction

  Sales and Other
Taxes Due

  Gross
Taxable Sales

COMMISSIONER OF REVENUE SERVICES   360,670   6,011,154
COMMONWEALTH OF MASSACHUSETTS   7,419   148,360
COMPTROLLER OF MARYLAND   886   17,718
COMPTROLLER OF MARYLAND   20,793   415,854
COUNTY OF MONTGOMERY   7,985   79,851
FLORIDA DEPARTMENT OF REVENUE   3,510,597   24,820,418
FLORIDA DEPARTMENT OF REVENUE   171,674   2,632,772
GEORGIA DEPARTMENT OF REVENUE   17,918   299,868
IDAHO STATE TAX COMMISSION   6,124   113,797
INDIANA DEPARTMENT OF REVENUE   28,348   472,473
INTERNAL REVENUE SERVICE   22,787   759,566
KANSAS DEPT. OF REVENUE   14,048   186,072
KENTUCKY REVENUE CABINET   3,430   57,184
KENTUCKY REVENUE CABINET   209,092   6,975,288
MAINE REVENUE SERVICES   6,173   123,436
MAINE REVENUE SERVICES   263,399   5,267,968
MISSISSIPPI STATE TAX COMMISSION   38,860   555,144
MISSISSIPPI STATE TAX COMMISSION   1,437   20,525
NC DEPARTMENT OF REVENUE   21,184   290,073
NECA — TRS   2,601  
NECA PAUSF   1,182  
NEUSTAR; FIRST UNION BANK   564  
NYS CORPORATION TAX   2,879  
NYS CORPORATION TAX   32,836  
NYS SALES TAX PROCESSING   8,665   119,636
OKLAHOMA TAX COMMISSION   469   16,726
PA DEPARTMENT OF REVENUE   230,431   4,072,586
PSU   174  
SOUTH CAROLINA DEPT. OF REVENUE   53,284   803,349
STATE OF NEW HAMPSHIRE   116,053   1,657,898
STATE TAX DEPARTMENT   312,933   5,215,551
TN DEPARTMENT OF REVENUE   65,855   820,200
TOWN OF BLACKSBURG   15,104   151,036
TOWN OF MT CRESTED BUTTE   1,126   25,024
TOWN OF SOUTH BOSTON   4,860   48,601
TREASURER STATE OF OHIO   171,793   2,471,809
VERMONT DEPARTMENT OF TAXES   349,970   5,832,847
VERMONT DEPARTMENT OF TAXES   272   4,530
VIRGINIA DEPARTMENT OF TAXATION   16,388   327,761
WASHINGTON DEPT. OF REVENUE   5,032   65,603

44


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule III

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended November 30, 2005

Taxing Jurisdiction

  Sales and Other
Taxes Due

  Gross
Taxable Sales

WYOMING DEPARTMENT OF REVENUE     125     2,490
   
 
  Total   $ 7,083,247   $ 86,504,397
   
 

Note (A): The 911 surcharge is based upon the number of phone lines and not as a function of gross taxable sales.

45


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule IV

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended November 30, 2005

Payee

  Amount Paid
  Check Date
ADAMS COUNTY TREASURER   $ 2,655   11/01/05
ALACHUA COUNTY     3,277   11/30/05
ARGYLE CENTRAL SCHOOL DISTRICT       11/01/05
ARGYLE CENTRAL SCHOOL DISTRICT     4,061   11/30/05
BAILEYVILLE TOWN     4,382   11/26/05
BARING PLANTATION TOWN     878   11/14/05
BERKHEIMER OUTSOURCING     39   11/04/05
BETHEL TOWN     9,163   11/14/05
BLACKBURN CENTER, LLC     433   11/26/05
BREVARD COUNTY     16,087   11/30/05
BRIDGTON TOWN     17,647   11/14/05
BROOKFIELD TOWN     444   11/01/05
CABOT TOWN TAX COLLECTOR     978   11/14/05
CAL & JOANNE FAMILY LTD PRTNRSP     200   11/23/05
CAMDEN TOWN     5,459   11/14/05
CANAAN TOWN     4,356   11/01/05
CARROLL COUNTY     254   11/26/05
CHARLESTON TOWN     6,468   11/01/05
CHARLOTTE ENTERPRISES LP     36,749   11/02/05
CITY OF LYNCHBURG     69   11/14/05
CITY OF NEWPORT     4,850   11/14/05
CITY OF SALEM     1,591   11/29/05
COUNTY OF CITRUS     46,291   11/22/05
COUNTY OF CITRUS     1,442   11/30/05
COUNTY OF OSCEOLA     93,633   11/30/05
DANBY-MT TABOR FIRE DISTRICT     142   11/14/05
DONALD E AND DORIS D BRADLEY     101   11/04/05
DORIS LAWTON     981   11/29/05
DUNKIRK CITY SCHOOLS     1,438   11/01/05
EAST MIDDLEBURY FIRE DIST. NO 1     92   11/01/05
EASTLAKE COMMERCIAL     61   11/23/05
EDGECOMB TOWN TAX COLLECTOR     876   11/26/05
ETCC SERVICING     7,968   11/01/05
FAUQUIER COUNTY TREASURER     2,547   11/01/05
FLING A. TRAYLOR     20,262   11/16/05
FORSYTH COUNTY TAX COLLECTOR     124   11/01/05
FRANKLIN TOWN     7,363   11/01/05
FRENCHBURG CITY TAX     155   11/14/05
GECFS BY APEX AS AGENT     4,824   11/10/05

46


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule IV

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended November 30, 2005

Payee

  Amount Paid
  Check Date
GLENBURN TOWN   10,467   11/09/05
GLOUCESTER CITY   37   11/01/05
GLYNN CNTY. TAX COMMISSIONER   77,157   11/14/05
GWINNETT COUNTY   114,693   11/14/05
H.F.C.S. TAX COLLECTOR   5,445   11/01/05
HAMPSTEAD TOWN   1,959   11/14/05
HANCOCK TOWN   6,429   11/14/05
HENDRY COUNTY   22,384   11/30/05
HERMAN GRAHAM   849   11/08/05
HOCKING COUNTY TREASURER   25,735   11/01/05
HOCKING COUNTY TREASURER   1,134   11/09/05
HOLLIS TOWN TREASURER   9,520   11/30/05
ISKALO REAL ESTATE   2,251   11/04/05
J.J.D. ASSOCIATES OF   6,542   11/22/05
KIR TEMECULA L.P.    105   11/26/05
LAMOINE TOWN   2,433   11/01/05
LARRY SCHREDER   1,116   11/16/05
LAWRENCE L MATHENEY   4,149   11/14/05
LEE COUNTY TREASURER   5,145   11/01/05
LEEDS TOWN TAX COLLECTOR   931   11/01/05
LENOX TOWN TAX COLLECTOR   2,385   11/09/05
LIMERICK TOWN COLLECTOR   12,673   11/01/05
LINCOLN COUNTY TREASURER   1,464   11/26/05
LITCHFIELD TOWN TAX COLLECTOR   3,256   11/14/05
LOS ANGELES COUNTY   141   11/01/05
LOUDOUN COUNTY   25,915   11/14/05
LYNDON TOWN TAX   381   11/01/05
MARION COUNTY   25,447   11/30/05
MARLBORO TOWN TAX   510   11/01/05
MAXTON TOWN COLLECTOR   2,176   11/14/05
MIAMI-DADE COUNTY   595,117   11/26/05
MIAMI-DADE COUNTY   139,607   11/30/05
MONKTON TOWN TAX   1,034   11/30/05
MOUNT HOLLY TAX   629   11/01/05
MOUNT JOY TOWNSHIP   4,265   11/01/05
NEW WINDSOR TOWN   350   11/09/05
NEWPORT TOWN   3,412   11/14/05
NIAGARA FALLS SCHOOL DISTRICT   34,178   11/26/05
NICHOLSON TOWNSHIP   21   11/04/05
NORWICH CITY   8,110   11/01/05

47


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule IV

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended November 30, 2005

Payee

  Amount Paid
  Check Date
OCONEE COUNTY   2,606   11/14/05
OKEECHOBEE COUNTY TAX COLLECTOR   20,516   11/26/05
OKEECHOBEE COUNTY TAX COLLECTOR   49,651   11/30/05
ORANGE COUNTY   80,269   11/01/05
ORANGE COUNTY   1,645   11/09/05
ORANGE COUNTY   275,687   11/26/05
ORLEANS VILLAGE   2,383   11/14/05
PALM BEACH COUNTY TAX COLLECTOR   2,771,478   11/26/05
PALM BEACH COUNTY TAX COLLECTOR   4,446   11/30/05
PENNINGTON GAP   109   11/01/05
PITNEY BOWES CREDIT CORPORATION   144   11/07/05
PITNEY BOWES CREDIT CORPORATION   2   11/16/05
PITNEY BOWES CREDIT CORPORATION   17   11/17/05
PITNEY BOWES CREDIT CORPORATION   9   11/30/05
PLYMOUTH TOWN     11/01/05
POLAND TOWN TAX COLLECTOR   24,426   11/01/05
POLK COUNTY TREASURE   35,015   11/26/05
READFIELD TOWN TAX COLLECTOR   6,309   11/01/05
READING TOWN TAX   1,997   11/04/05
REMSEN CENTRAL SCHOOL   7,396   11/01/05
RITE AID CORORATION   256   11/23/05
ROCKBRIDGE COUNTY   3,327   11/09/05
ROCKBRIDGE COUNTY   2,028   11/14/05
ROSS COUNTY TREASURER   7,403   11/01/05
SCOTT COUNTY TREASURER   290   11/14/05
SEBAGO TOWN TAX COLLECTOR   8,145   11/01/05
SHAW INDUSTRIES, LLC   14,641   11/04/05
SHEFFIELD TOWN TAX   954   11/01/05
SKELTON THOMAS F   2,225   11/29/05
SSD SYSTEMS   2   11/22/05
ST LUCIE COUNTY   687,091   11/30/05
STANDISH TOWN TAX COLLECTOR   17,356   11/14/05
STEAMTOWN MALL PARTNERS LP   203   11/04/05
STOCKTON SPRINGS TOWN   7,890   11/01/05
TOWN OF ANDOVER   588   11/01/05
TOWN OF ARLINGTON   11,214   11/01/05
TOWN OF BARTON   2,126   11/14/05
TOWN OF BENNINGTON   116,751   11/09/05
TOWN OF BRIDGEWATER   9,855   11/01/05
TOWN OF BRISTOL   8,948   11/01/05

48


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule IV

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended November 30, 2005

Payee

  Amount Paid
  Check Date
TOWN OF CALAIS   1,044   11/14/05
TOWN OF CANTON   7,246   11/14/05
TOWN OF CARVER   7,435   11/01/05
TOWN OF CHARLESTOWN   158   11/09/05
TOWN OF CHARLOTTE   3,636   11/14/05
TOWN OF CHELSEA   2,678   11/01/05
TOWN OF CLARENDON   10,358   11/01/05
TOWN OF CORINNA   1   11/09/05
TOWN OF EAGLE LAKE   3,218   11/01/05
TOWN OF EASTON   5,633   11/01/05
TOWN OF FALMOUTH   24,326   11/09/05
TOWN OF GLOVER   396   11/26/05
TOWN OF GREAT BARRINGTON   5,739   11/01/05
TOWN OF HARDWICK TAX COLLECTOR   4,459   11/14/05
TOWN OF HARRISON   11,894   11/01/05
TOWN OF HINESBURG   12,323   11/14/05
TOWN OF KENNEBUNK   53   11/14/05
TOWN OF LEE   10   11/01/05
TOWN OF LIVERMORE   5,982   11/14/05
TOWN OF LOVELL TAX COLLECTOR   3,597   11/01/05
TOWN OF MEXICO   9,551   11/01/05
TOWN OF MORETOWN   1,378   11/01/05
TOWN OF MORRISTOWN   6,824   11/14/05
TOWN OF NEW VINEYARD   363   11/26/05
TOWN OF NEWCASTLE   1,526   11/26/05
TOWN OF PARIS   10,810   11/14/05
TOWN OF PLYMOUTH   87   11/09/05
TOWN OF PLYMOUTH   4,343   11/14/05
TOWN OF PLYMPTON   4,826   11/01/05
TOWN OF POWNAL   8,347   11/09/05
TOWN OF PRINCETON   3,708   11/01/05
TOWN OF RICHMOND   11,045   11/14/05
TOWN OF ROME, TAX COLLECTOR   3,489   11/01/05
TOWN OF SHAFTSBURY   7,444   11/14/05
TOWN OF SOUTH THOMASTON   3,325   11/30/05
TOWN OF TROY   3,068   11/01/05
TOWN OF WARREN   20,528   11/14/05
TOWN OF WATERBORO   16,515   11/14/05
TOWN OF WEST PARIS   1,650   11/04/05
TOWN OF WHITEFIELD   1,992   11/30/05

49


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule IV

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended November 30, 2005

Payee

  Amount Paid
  Check Date
TOWN OF WOODSTOCK   7,510   11/01/05
TREASURER, TOWN OF EAST   5,934   11/14/05
TSC, LC   435   11/02/05
TSC, LC   435   11/23/05
TUNBRIDGE TOWN COLLECTOR   336   11/01/05
TURNER TOWN TAX COLLECTOR   1,435   11/01/05
UNION TOWN   7,028   11/26/05
UNITY TOWN TREASURER   1,540   11/01/05
UNITY TOWN TREASURER   908   11/30/05
VENTURA COUNTY TAX COLLECTOR   41,451   11/01/05
VILLAGE OF BARTON   549   11/14/05
VILLAGE OF NORTH BENNINGTON   10,059   11/09/05
VILLAGE OF OLD BENNINGTON   252   11/09/05
VINALHAVEN TOWN   1,469   11/01/05
WALDOBORO TOWN   9,707   11/14/05
WALKERSVILLE TOWN   2,984   11/01/05
WASHINGTON TOWN   232   11/17/05
WESTFIELD CENTRAL SCHOOL   15,766   11/01/05
WHITESBURG CITY   1,003   11/09/05
WILLIAMSTOWN TAX   663   11/04/05
WINDSOR TOWN   1,465   11/30/05
WISCASSET TOWN   9,986   11/14/05
WOLCOTT TOWN   466   11/09/05
YUMA COUNTY   288,303   11/01/05

TOTAL

 

6,294,211

 

 

50


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule V

Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended November 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
UNIVERSAL SERVICE ADMINSTRATIVE   Federal USF   $ 17,092   11/01/05
TOWN OF WINDSOR   Sales Tax     1   11/04/05
STATE OF NEW HAMPSHIRE   Utility Tax     115,948   11/04/05
CALIFORNIA HIGH COST FUND—A   Gross Receipts Tax     1   11/08/05
UNIVERSAL LIFETIME TELEPHONE SE   Gross Receipts Tax     8   11/08/05
CALIFORNIA HIGH COST FUND—B   Sales Tax     12   11/08/05
CALIFORNIA TELECONNECT FUND   Sales Tax     1   11/08/05
DEAF TRUST   Sales Tax     2   11/08/05
NECA VUSF   Gross Receipts Tax     51   11/09/05
INTERNAL REVENUE SERVICE   Federal Excise Tax     19,624   11/10/05
IDAHO STATE TAX COMMISSION   Sales Tax     6,046   11/10/05
INDIANA DEPT OF REVENUE   Sales Tax     1,910   11/10/05
NYS SALES TAX PROCESSING   Sales Tax     2,209   11/10/05
OKLAHOMA TAX COMMISSION   Sales Tax     450   11/10/05
VERMONT DEPT OF TAXES   Sales Tax     264   11/10/05
CITY OF BALDWIN PARK   Utility Tax     5,150   11/10/05
CITY OF BRAWLEY   Utility Tax     8,672   11/10/05
CITY OF COLTON   Utility Tax     9,908   11/10/05
CITY OF FONTANA   Utility Tax     168   11/10/05
CITY OF HERMOSA BEACH   Utility Tax     21,582   11/10/05
CITY OF HOLTVILLE   Utility Tax     2,048   11/10/05
CITY OF LA HABRA   Utility Tax     26,274   11/10/05
CITY OF MORENO VALLEY   Utility Tax     65,938   11/10/05
CITY OF PICO RIVERA   Utility Tax     12,219   11/10/05
CITY OF PLACENTIA   Utility Tax     15,946   11/10/05
CITY OF PORT HUENEME   Utility Tax     10,710   11/10/05
CITY OF REDONDO BEACH CA   Utility Tax     46,396   11/10/05
CITY OF RIALTO   Utility Tax     39,545   11/10/05
CITY OF SAN BERNARDINO   Utility Tax     63,130   11/10/05
CITY OF SAN BUENAVENTURA   Utility Tax     35,861   11/10/05
CITY OF SANTA MONICA   Utility Tax     160,921   11/10/05
TOWN OF ALBION   Utility Tax     366   11/10/05
COLORADO DEPARTMENT OF REVENUE   Gross Receipts Tax     467   11/11/05
OFFICE OF REGULATION   Gross Receipts Tax     232   11/11/05
CITY OF COLORADO SPRINGS   Sales Tax     110   11/11/05
COLORADO DEPARTMENT OF REVENUE   Sales Tax     1,819   11/11/05
KENTUCKY STATE TREASURER   Sales Tax     58   11/11/05
TREASURER STATE OF OHIO   Sales Tax     19,862   11/11/05
TOWN OF MT CRESTED BUTTE   Utility Tax     1,116   11/11/05

51


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule V

Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended November 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
CITY OF WINCHESTER   Sales Tax   486   11/14/05
CITY OF CHARLOTTSVILLE   Utility Tax   52,160   11/14/05
CITY OF WAYNESBORO   Utility Tax   27,707   11/14/05
CITY OF WINCHESTER   Utility Tax   15,870   11/14/05
COUNTY OF MONTGOMERY   Utility Tax   7,830   11/14/05
PETERSBURG CITY O(T)   Utility Tax   18,661   11/14/05
TOWN OF BLACKSBURG   Utility Tax   14,319   11/14/05
TOWN OF SOUTH BOSTON   Utility Tax   4,838   11/14/05
MAINE REVENUE SERVICES   Sales Tax   6,638   11/15/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   1,444   11/15/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax   13,757   11/15/05
BOARD OF EQUALIZATION   Sales Tax   (7 ) 11/16/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   37,782   11/16/05
COMPTROLLER OF MARYLAND   Sales Tax   10,326   11/18/05
COMPTROLLER OF MD   Sales Tax   9,699   11/18/05
KENTUCKY REVENUE CABINET   Sales Tax   3,338   11/18/05
TREASURER STATE OF OHIO   Sales Tax   150,951   11/18/05
FLORIDA DEPT OF REVENUE   Gross Receipts Tax   26,971   11/21/05
COLORADO DEPARTMENT OF REVENUE   Sales Tax   2,896   11/21/05
FLORIDA DEPT OF REVENUE   Sales Tax   159,128   11/21/05
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   17,622   11/21/05
INDIANA DEPARTMENT OF REVENUE   Sales Tax   10,108   11/21/05
INDIANA DEPT OF REVENUE   Sales Tax   16,223   11/21/05
MASS DEPT OF REVENUE   Sales Tax   7,669   11/21/05
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   20,895   11/21/05
PA DEPARTMENT OF REVENUE   Sales Tax   221,098   11/21/05
SOUTH CAROLINA DEPARTMENT OF   Sales Tax   52,940   11/21/05
TENNESSEE DEPT OF REVENUE   Sales Tax   63,664   11/21/05
WASHINGTON DEPT OF REVENUE   Sales Tax   5,008   11/21/05
WEST VIRGINIA DEPT OF TAX   Sales Tax   100,188   11/21/05
WEST VIRGINIA STATE TAX DEPART   Sales Tax   186,232   11/21/05
WEST VIRGINIA STATE TAX DEPT   Sales Tax   23,890   11/21/05
FLORIDA DEPT OF REVENUE   Telecommunications Tax   3,482,469   11/21/05
NECA TRS   Federal USF   2,601   11/22/05
NEUSTAR INC   Federal USF   461   11/22/05
BOARD OF EQUALIZATION   Gross Receipts Tax   3   11/22/05
BOARD OF EQUALIZATION   Sales Tax   3   11/23/05
KENTUCKY REVENUE CABINET   Utility Tax   161,833   11/23/05
KANSAS DEPT OF REVENUE   Sales Tax   14,124   11/25/05
VERMONT DEPT OF TAXES   Sales Tax   350,097   11/25/05

52


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule V

Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended November 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
NEW YORK STATE SALES TAX   Sales Tax     5,213   11/28/05
CONNECTICUT DEPT OF REVENUE   Sales Tax     384,948   11/30/05
       
   
  Total       $ 6,404,200    
       
   

53


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
ACC CABLE COMMUNICATIONS FL-VA, LLC   081-02-41904   02-41904   $ 2,932,917
ACC CABLE HOLDINGS VA, INC.    081-02-41905   02-41905    
ACC HOLDINGS II, LLC   081-02-41955   02-41955    
ACC INVESTMENT HOLDINGS, INC.    081-02-41957   02-41957     1,313
ACC OPERATIONS, INC.    081-02-41956   02-41956     10,675
ACC Properties 103, LLC   XXX-05-44167   05-44167     296
ACC Properties 105, LLC   XXX-05-44170   05-44170    
ACC Properties 109, LLC   XXX-05-44171   05-44171     38
ACC Properties 121, LLC   XXX-05-44168   05-44168    
ACC Properties 122, LLC   XXX-05-44174   05-44174    
ACC Properties 123, LLC   XXX-05-44178   05-44178    
ACC Properties 130, LLC   XXX-05-44190   05-44190    
ACC Properties 146, LLC   XXX-05-44192   05-44192    
ACC Properties 154, LLC   XXX-05-44193   05-44193     110,116
ACC Properties 156, LLC   XXX-05-44195   05-44195     1,750
ACC TELECOMMUNICATIONS HOLDINGS LLC   081-02-41864   02-41864    
ACC TELECOMMUNICATIONS LLC   081-02-41863   02-41863     598,287
ACC TELECOMMUNICATIONS OF VIRGINIA LLC   081-02-41862   02-41862    
ACC-AMN HOLDINGS, LLC   081-02-41861   02-41861    
ADELPHIA ACQUISITION SUBSIDIARY, INC.    081-02-41860   02-41860     417,612
ADELPHIA ARIZONA, INC.    081-02-41859   02-41859    
ADELPHIA BLAIRSVILLE, LLC   081-02-41735   02-41735    
ADELPHIA CABLE PARTNERS, L.P.    081-02-41902   02-41902     7,106,029
ADELPHIA CABLEVISION ASSOCIATES, L.P.    081-02-41913   02-41913     682,065
ADELPHIA CABLEVISION CORP.    081-02-41752   02-41752     1,087,902
ADELPHIA CABLEVISION OF BOCA RATON, LLC   081-02-41751   02-41751     1,470,305
ADELPHIA CABLEVISION OF FONTANA, LLC   081-02-41755   02-41755    
ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC   081-02-41754   02-41754     7,962,761
ADELPHIA CABLEVISION OF NEW YORK, INC.    081-02-41892   02-41892     2,937,154
ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC   081-02-41947   02-41947     700,736
ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC   081-02-41781   02-41781     719,804
ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC   081-02-41946   02-41946     638,789
ADELPHIA CABLEVISION OF SAN BERNANDINO, LLC   081-02-41753   02-41753    
ADELPHIA CABLEVISION OF SANTA ANA, LLC   081-02-41831   02-41831     1,690,173

54


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
ADELPHIA CABLEVISION OF SEAL BEACH, LLC   081-02-41757   02-41757   273,644
ADELPHIA CABLEVISION OF SIMI VALLEY, LLC   081-02-41830   02-41830   1,087,674
ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC   081-02-41943   02-41943   270,646
ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC   081-02-41783   02-41783   291,478
ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC   081-02-41766   02-41766   3,559,061
ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC   081-02-41764   02-41764   143,183
ADELPHIA CABLEVISION, LLC   081-02-41858   02-41858   49,443,566
ADELPHIA CALIFORNIA CABLEVISION, LLC   081-02-41942   02-41942   2,876,867
ADELPHIA CENTRAL PENNSYLVANIA, LLC   081-02-41950   02-41950   3,955,151
ADELPHIA CLEVELAND, LLC   081-02-41793   02-41793   14,150,606
ADELPHIA COMMUNICATIONS CORPORATION   081-02-41729   02-41729   1,495,007
ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.    081-02-41857   02-41857  
ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC   081-02-41748   02-41748   3,718,554
ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC   081-02-41817   02-41817   1,666,800
ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC   081-02-41749   02-41749   170,151
ADELPHIA COMPANY OF WESTERN CONNECTICUT   081-02-41801   02-41801   3,064,721
ADELPHIA GENERAL HOLDINGS III, LLC   081-02-41854   02-41854  
ADELPHIA GP HOLDINGS, LLC   081-02-41829   02-41829  
ADELPHIA GS CABLE, LLC   081-02-41908   02-41908   2,506,366
ADELPHIA HARBOR CENTER HOLDINGS, LLC   081-02-41853   02-41853   72
ADELPHIA HOLDINGS 2001, LLC   081-02-41926   02-41926  
ADELPHIA INTERNATIONAL II, LLC   081-02-41856   02-41856  
ADELPHIA INTERNATIONAL III, LLC   081-02-41855   02-41855  
ADELPHIA MOBILE PHONES, INC.    081-02-41852   02-41852  
ADELPHIA OF THE MIDWEST, INC.    081-02-41794   02-41794  
ADELPHIA PINELLAS COUNTY, LLC   081-02-41944   02-41944  
ADELPHIA PRESTIGE CABLEVISION, LLC   081-02-41795   02-41795   4,829,106
ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.    081-02-41939   02-41939   32,713
ADELPHIA TELECOMMUNICATIONS, INC.    081-02-41851   02-41851   878,619
ADELPHIA WELLSVILLE, LLC   081-02-41850   02-41850  

55


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
ADELPHIA WESTERN NEW YORK HOLDINGS, LLC   081-02-41849   02-41849  
ARAHOVA COMMUNICATIONS, INC.    081-02-41815   02-41815   430
ARAHOVA HOLDINGS, LLC   081-02-41893   02-41893  
BADGER HOLDING CORP   081-02-41792   02-41792  
BETTER TV, INC. OF BENNINGTON   081-02-41914   02-41914   351,989
BLACKSBURG/SALEM CABLEVISION, INC.    081-02-41759   02-41759   764,957
BRAZAS COMMUNICATIONS, INC.    081-02-41804   02-41804   1,314
BUENAVISION TELECOMMUNICATIONS, INC.    081-02-41938   02-41938   451,684
CABLE SENTRY CORPORATION   081-02-41894   02-41894  
CALIFORNIA AD SALES, LLC   081-02-41945   02-41945  
CCC-III, INC.    081-02-41867   02-41867  
CCC-INDIANA, INC.    081-02-41937   02-41937  
CCH INDIANA, LP   081-02-41935   02-41935  
CDA CABLE, INC.    081-02-41879   02-41879   164,568
CENTURY ADVERTISING, INC.    081-02-41731   02-41731  
CENTURY ALABAMA CORP.    081-02-41889   02-41889   132,093
CENTURY ALABAMA HOLDING CORP   081-02-41891   02-41891  
CENTURY AUSTRALIA COMMUNICATIONS CORP   081-02-41738   02-41738  
CENTURY BERKSHIRE CABLE CORP.    081-02-41762   02-41762   349,998
CENTURY CABLE HOLDING CORP   081-02-41814   02-41814  
CENTURY CABLE HOLDINGS, LLC   081-02-41812   02-41812   22,193,399
CENTURY CABLE MANAGEMENT CORPORATION   081-02-41887   02-41887   234,740
CENTURY CABLE OF SOUTHERN CALIFORNIA   081-02-41745   02-41745  
CENTURY CABLEVISION HOLDINGS, LLC   081-02-41936   02-41936   1,500,299
CENTURY CAROLINA CORP.    081-02-41886   02-41886   582,850
CENTURY COLORADO SPRINGS CORP.    081-02-41736   02-41736   319,858
CENTURY COLORADO SPRINGS PARTNERSHIP   081-02-41774   02-41774   5,675,875
CENTURY COMMUNICATIONS CORPORATION   081-02-12834   02-12834   2,848,025
CENTURY CULLMAN CORP.    081-02-41888   02-41888   285,955
CENTURY ENTERPRISE CABLE CORP.    081-02-41890   02-41890   284,045
CENTURY EXCHANGE, LLC   081-02-41744   02-41744  
CENTURY FEDERAL, INC.    081-02-41747   02-41747  
CENTURY GRANITE CABLE TELEVISION CORP.    081-02-41779   02-41779  
CENTURY HUNTINGTON COMPANY   081-02-41885   02-41885   1,750,576
CENTURY INDIANA CORP   081-02-41768   02-41768  
CENTURY INVESTMENT HOLDING CORP   081-02-41740   02-41740  
CENTURY INVESTORS, INC.    081-02-41733   02-41733  
CENTURY ISLAND ASSOCIATES, INC.    081-02-41771   02-41771   33,980
CENTURY ISLAND CABLE TELEVISION CORP   081-02-41772   02-41772  
CENTURY KANSAS CABLE TELEVISION CORP.    081-02-41884   02-41884   181,185

56


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
CENTURY LYKENS CABLE CORP.    081-02-41883   02-41883   156,525
CENTURY MENDOCINO CABLE TELEVISION, INC.    081-02-41780   02-41780   553,500
CENTURY MISSISSIPPI CORP.    081-02-41882   02-41882   321,941
CENTURY MOUNTAIN CORP.    081-02-41797   02-41797   159,307
CENTURY NEW MEXICO CABLE TELEVISION CORP.    081-02-41784   02-41784  
CENTURY NORWICH CORP.    081-02-41881   02-41881   961,847
CENTURY OHIO CABLE TELEVISION CORP.    081-02-41811   02-41811   540,490
CENTURY OREGON CABLE CORP   081-02-41739   02-41739  
CENTURY PACIFIC CABLE TV INC   081-02-41746   02-41746  
CENTURY PROGRAMMING, INC.    081-02-41732   02-41732  
CENTURY REALTY CORP.    081-02-41813   02-41813  
CENTURY SHASTA CABLE TELEVISION CORP   081-02-41880   02-41880  
CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP   081-02-41770   02-41770  
CENTURY TRINIDAD CABLE TELEVISION CORP.    081-02-41790   02-41790   99,897
CENTURY VIRGINIA CORP.    081-02-41796   02-41796   617,337
CENTURY VOICE AND DATA COMMUNICATIONS, INC.    081-02-41737   02-41737  
CENTURY WARRICK CABLE CORP.    081-02-41763   02-41763  
CENTURY WASHINGTON CABLE TELEVISION, INC.    081-02-41878   02-41878  
CENTURY WYOMING CABLE TELEVISION CORP.    081-02-41789   02-41789   209,896
CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.    081-02-41743   02-41743   4,644
CENTURY-TCI CALIFORNIA, L.P.    081-02-41741   02-41741   48,244,473
CENTURY-TCI HOLDINGS, LLC   081-02-41742   02-41742  
CHELSEA COMMUNICATIONS, INC.    081-02-41923   02-41923  
CHELSEA COMMUNICATIONS, LLC   081-02-41924   02-41924   12,713,593
CHESTNUT STREET SERVICES, LLC   081-02-41842   02-41842  
CLEAR CABLEVISION, INC.    081-02-41756   02-41756  
CMA CABLEVISION ASSOCIATES VII, L.P.    081-02-41808   02-41808   282,138
CMA CABLEVISION ASSOCIATES XI, Limited Partnership   081-02-41807   02-41807   84,844
CORAL SECURITY, INC   081-02-41895   02-41895  
COWLITZ CABLEVISION, INC.    081-02-41877   02-41877   629,624
CP-MDU I LLC   081-02-41940   02-41940  
CP-MDU II LLC   081-02-41941   02-41941  
E & E CABLE SERVICE, INC.    081-02-41785   02-41785  
EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC   081-02-41799   02-41799  

57


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
EASTERN VIRGINIA CABLEVISION, L.P.    081-02-41800   02-41800   443,495
EMPIRE SPORTS NETWORK, L.P.    081-02-41844   02-41844   1,843
FAE CABLE MANAGEMENT CORP   081-02-41734   02-41734  
FOP INDIANA, L.P.    081-02-41816   02-41816   162,261
FRONTIERVISION ACCESS PARTNERS, L.L.C.    081-02-41819   02-41819   2,072,939
FRONTIERVISION CABLE NEW ENGLAND, INC.    081-02-41822   02-41822   1,119,636
FRONTIERVISION CAPITAL CORPORATION   081-02-41820   02-41820  
FRONTIERVISION HOLDINGS CAPITAL CORPORATION   081-02-41824   02-41824  
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION   081-02-41823   02-41823  
FRONTIERVISION HOLDINGS, LLC   081-02-41827   02-41827  
FRONTIERVISION HOLDINGS, LP   081-02-41826   02-41826  
FRONTIERVISION OPERATING PARTNERS, L.P.    081-02-41821   02-41821   25,696,736
FRONTIERVISION OPERATING PARTNERS, LLC   081-02-41825   02-41825  
FRONTIERVISION PARTNERS, LP   081-02-41828   02-41828  
FT MYERS CABLEVISION, LLC   081-02-41948   02-41948  
FT. MYERS ACQUISITION LIMITED PARTNERSHIP   081-02-41949   02-41949  
GENESIS CABLE COMMUNICATIONS SUBSIDIARY, LLC   081-02-41903   02-41903  
GLOBAL ACQUISITION PARTNERS, L.P.    081-02-41933   02-41933   2,420,108
GLOBAL CABLEVISION II, LLC   081-02-41934   02-41934  
GRAFTON CABLE COMPANY   081-02-41788   02-41788  
GS CABLE, LLC   081-02-41907   02-41907   2,903,222
GS TELECOMMUNICATIONS LLC   081-02-41906   02-41906  
HARRON CABLEVISION OF NEW HAMPSHIRE, INC.    081-02-41750   02-41750   2,270,447
HUNTINGTON CATV, INC.    081-02-41765   02-41765  
IMPERIAL VALLEY CABLEVISION, INC.    081-02-41876   02-41876   1,091,957
KALAMAZOO COUNTY CABLEVISION, INC.    081-02-41922   02-41922  
KEY BISCAYNE CABLEVISION   081-02-41898   02-41898   154,933
KOOTENAI CABLE, INC.    081-02-41875   02-41875   955,795
LAKE CHAMPLAIN CABLE TELEVISION CORPORATION   081-02-41911   02-41911   228,006
LEADERSHIP ACQUISITION LIMITED PARTNERSHIP   081-02-41931   02-41931  
LOUISA CABLEVISION, INC.    081-02-41760   02-41760   16,000
MANCHESTER CABLEVISION, INC.    081-02-41758   02-41758  
MARTHA'S VINEYARD CABLEVISION, L.P.    081-02-41805   02-41805   309,309
MERCURY COMMUNICATIONS, INC.    081-02-41840   02-41840   57,210

58


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
MICKELSON MEDIA OF FLORIDA, INC.    081-02-41874   02-41874   322,821
MICKELSON MEDIA, INC.    081-02-41782   02-41782   148,461
MONTGOMERY CABLEVISION, INC.    081-02-41848   02-41848  
MONUMENT COLORADO CABLEVISION, INC.    081-02-41932   02-41932   180,749
MOUNTAIN CABLE COMMUNICATIONS CORPORATION   081-02-41916   02-41916  
MOUNTAIN CABLE COMPANY, L.P.    081-02-41909   02-41909   5,051,272
MT. LEBANON CABLEVISION, INC   081-02-41920   02-41920  
MULTI-CHANNEL T.V. CABLE COMPANY   081-02-41921   02-41921   678,230
NATIONAL CABLE ACQUISITION ASSOCIATES, L.P.    081-02-41952   02-41952   3,188,418
OLYMPUS CABLE HOLDINGS, LLC   081-02-41925   02-41925   8,347,479
OLYMPUS CAPITAL CORPORATION   081-02-41930   02-41930  
OLYMPUS COMMUNICATIONS HOLDINGS, LLC   081-02-41953   02-41953  
OLYMPUS COMMUNICATIONS, LP   081-02-41954   02-41954  
OLYMPUS SUBSIDIARY, LLC   081-02-41928   02-41928  
OWENSBORO INDIANA, LP   081-02-41773   02-41773  
OWENSBORO ON THE AIR, INC.    081-02-41777   02-41777  
OWENSBORO-BRUNSWICK, INC.    081-02-41730   02-41730   1,699,546
PAGE TIME, INC.    081-02-41839   02-41839   650
PARAGON CABLE TELEVISION, INC.    081-02-41778   02-41778  
PARAGON CABLEVISION CONSTRUCTION CORPORATION   081-02-41775   02-41775  
PARAGON CABLEVISION MANAGEMENT CORPORATION   081-02-41776   02-41776  
PARNASSOS COMMUNICATIONS, L.P.    081-02-41846   02-41846   202,719
PARNASSOS HOLDINGS, LLC   081-02-41845   02-41845  
PARNASSOS, L.P.    081-02-41843   02-41843   23,756,079
PERICLES COMMUNICATIONS CORPORATION   081-02-41919   02-41919  
PULLMAN TV CABLE CO., INC.    081-02-41873   02-41873   453,510
RENTAVISION OF BRUNSWICK, INC.    081-02-41872   02-41872   214,817
RICHMOND CABLE TELEVISION CORPORATION   081-02-41912   02-41912   148,440
RIGPAL COMMUNICATIONS, INC.    081-02-41917   02-41917  
ROBINSON/PLUM CABLEVISION, L.P.    081-02-41927   02-41927   719,222
S/T CABLE CORPORATION   081-02-41791   02-41791  
SABRES, INC.    081-02-41838   02-41838  
SCRANTON CABLEVISION, INC.    081-02-41761   02-41761   2,202,505
SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.    081-02-41767   02-41767  
SOUTHEAST FLORIDA CABLE, INC.    081-02-41900   02-41900   17,145,993
SOUTHWEST COLORADO CABLE, INC.    081-02-41769   02-41769   131,462

59


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VI

Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2005

Legal Entity

  Account
Number

  Case
Number

  Disbursements
SOUTHWEST VIRGINIA CABLE, INC.    081-02-41833   02-41833     720,554
STAR CABLE INC.    081-02-41787   02-41787    
STARPOINT, LIMITED PARTNERSHIP   081-02-41897   02-41897     32,846
SVHH CABLE ACQUISITION, L.P.    081-02-41836   02-41836     1,049,643
SVHH HOLDINGS, LLC   081-02-41837   02-41837    
TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE   081-02-41798   02-41798     214,625
TELE-MEDIA COMPANY OF TRI-STATES L.P.    081-02-41809   02-41809     927,237
TELE-MEDIA INVESTMENT PARTNERSHIP, LP   081-02-41951   02-41951    
TELESAT ACQUISITION LIMITED PARTNERSHIP   081-02-41929   02-41929    
TELESAT ACQUISITION, LLC   081-02-41871   02-41871     2,928,561
THE GOLF CLUB AT WENDING CREEK FARMS, LLC   081-02-41841   02-41841    
THE MAIN INTERNETWORKS, INC.    081-02-41818   02-41818    
THE WESTOVER TV CABLE CO., INC.    081-02-41786   02-41786    
THREE RIVERS CABLE ASSOCIATES, L.P.    081-02-41910   02-41910     738,008
TIMOTHEOS COMMUNICATIONS, LP   081-02-41901   02-41901    
TMC HOLDINGS CORPORATION   081-02-41803   02-41803    
TMC HOLDINGS, LLC   081-02-41802   02-41802    
TRI-STATES, LLC   081-02-41810   02-41810    
UCA LLC   081-02-41834   02-41834     11,286,154
UPPER ST. CLAIR CABLEVISION INC   081-02-41918   02-41918    
US TELE-MEDIA INVESTMENT COMPANY   081-02-41835   02-41835    
VALLEY VIDEO, INC.    081-02-41870   02-41870     112,844
VAN BUREN COUNTY CABLEVISION, INC.    081-02-41832   02-41832     189,482
WARRICK CABLEVISION, INC   081-02-41866   02-41866    
WARRICK INDIANA, LP   081-02-41865   02-41865     192,695
WELLSVILLE CABLEVISION, L.L.C.    081-02-41806   02-41806     325,642
WEST BOCA ACQUISITION LIMITED PARTNERSHIP   081-02-41899   02-41899     1,481,947
WESTERN NY CABLEVSION, LP   081-02-41847   02-41847    
WESTVIEW SECURITY, INC   081-02-41896   02-41896    
WILDERNESS CABLE COMPANY   081-02-41869   02-41869     116,982
YOUNG'S CABLE TV CORP.    081-02-41915   02-41915     487,418
YUMA CABLEVISION, INC.    081-02-41868   02-41868     1,867,920
           
  Total           $ 354,339,411
           

60


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VII

Court Reporting schedules for Insurance Coverage

Coverage**

  Company
  Policy No.
  Term
Commercial Property   Lexington, C N A, RSUI   7474763; 109864833; 341016; 341017   05/16/05 - 05/16/06

Commercial General Liability

 

AIG (American Home Assurance Co)

 

5741722

 

05/16/05 - 05/16/06

Commercial Automobile Liability

 

AIG (American Home Assurance Co)

 

MA—2713236 VA—2713235
All other states—2713234

 

05/16/05 - 05/16/06

Excess Automobile Liability

 

AIG (Lexington)

 

All States—1507622

 

05/16/05 - 05/16/06

Worker's Compensation

 

AIG (New Hampshire Ins. Co.,
American International South Insurance Co.,
and Ins. Co. of the State of PA)

 

All states except monopolistic
policy numbers 6690514;
6609515; 6609516; 6609517

 

05/16/05 - 05/16/06

Ohio

 

Ohio Bureau of Workers
Compensation

 

1328524

 

Ongoing*

Washington State

 

WA Department of Labor &
Industry

 

083 004 452

 

10/1/99 - Ongoing*

West Virginia

 

West Virginia Workers'
Compensation

 

20104948 101

 

10/1/99 - Ongoing*

Wyoming

 

Wyoming Department of
Employment

 

366575/989582

 

10/1/99 - Ongoing*

International Package Policy (Liability & Foreign Voluntary Comp)

 

ACE USA (ACE American
Insurance Co.)

 

D36870746

 

10/15/05 - 10/15/06

Employment Practices Liability

 

AXIS Reinsurance Co.

 

RBN505212

 

03/18/05 - 03/18/06

61


ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES

Schedule VII

Court Reporting schedules for Insurance Coverage

Coverage**

  Company
  Policy No.
  Term
Aircraft Policy   AIG (National Union Fire Insurance Co.)   GM3380176-03   11/01/05 - 11/01/06

Umbrella Liability

 

Zurich (American Guarantee & Liability Insurance Co.)

 

AUC937411602

 

05/16/05 - 05/16/06

Excess Umbrella Liability

 

XL, St. Paul

 

US00006683L105A, Q16400088

 

05/16/05 - 05/16/06

Special Crime

 

Liberty Insurance Underwriters

 

180933013

 

12/19/04 - 12/31/05

New York Disability

 

MetLife

 

117359

 

12/01/04 - 12/31/05

Pollution Liability

 

Quanta Specialty Lines Insurance Company

 

On-site coverage (2000265)
Off-site coverage (2000266)

 

01/01/05 - 01/01/06

Fiduciary Liability Insurance

 

Houston Casualty Co.

 

14MG03A2983

 

12/08/04 - 12/31/05

Primary Directors & Officers Liability

 

Houston Casualty (U.S. Specialty Insurance Co.)

 

14MGU04A4702

 

12/31/04 - 12/31/05

Directors & Officers Liability Tail

 

Associated Electric & Gas Insurance Services Limited (AEGIS)

 

D0999A1A00

 

12/31/03 - 12/31/05 (Extension of 12/31/00 - 12/31/03 policy)

Excess Directors & Officers Liability

 

AIG (National Union Fire Insurance Co.).
Hartford (Twin City Fire Ins. Co.)
Axis Reinsurance Co.
Old Republic Insurance Co.

 

To Be Determined
To Be Determined
To Be Determined
To Be Determined

 

12/31/04 - 12/31/05
12/31/04 - 12/31/05
12/31/04 - 12/31/05
12/31/04 - 12/31/05

Blanket Fidelity Bond incl ERISA

 

Great American Insurance Co.

 

CRP-5339123

 

05/16/05 - 05/16/06

Technology &Media Professional Liability (Errors and Omissions)

 

ACE (Illinois Union Insurance Company)

 

EON G21640104 003

 

04/01/05 - 04/01/06

*
Ongoing means until the policy is cancelled by Adelphia or carrier.

**
The named insured is Adelphia Communications Corporation et al for all of the coverages.

62




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