-----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, RLJrT+cJiQvAjysR4TT2Vpvu40Gy0MocUO8Ljdhh3gDfLRDLObswZC4lropfHvPm hYqJfzAdXFJSy8fjaNCB5g== 0001047469-05-011236.txt : 20050425 0001047469-05-011236.hdr.sgml : 20050425 20050425145510 ACCESSION NUMBER: 0001047469-05-011236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050425 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050425 DATE AS OF CHANGE: 20050425 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: 05769827 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: 05769828 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 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: 05769831 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 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: 05769832 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 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: 05769833 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: 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: 05769834 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 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: 05769829 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 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: 05769830 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 a2156480z8-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): April 25, 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
(State or other jurisdiction of
incorporation)
  333-19327
333-19327-01
333-9535
333-9535-01
333-36519
333-36519-01
333-75567-01
0-16899
(Commission File Numbers)
  25-1622615
23-2868925
84-1316775
84-1353734
84-1432334
84-1432976
84-1481765
25-1844576
(IRS Employer Identification Nos.)


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

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

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 April 25, 2005, Adelphia Communications Corporation (the "Company") and certain other debtor-in-possession subsidiaries of the Company will file their unaudited consolidated Monthly Operating Report (the "Adelphia Operating Report") for the month of March 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 as 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, 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 those discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the Company's pending bankruptcy proceeding, results of litigation against the Company and government investigations of 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 network, technological developments, and changes in general economic conditions. Many of these factors are outside of the Company's control.

2



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: April 25, 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
                     

3



 

 

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

4



EXHIBIT INDEX

Exhibit No.
  Description
99.1   Adelphia Communications Corporation Monthly Operating Report for the period ended March 31, 2005, dated April 25, 2005.



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SIGNATURE
EXHIBIT INDEX
EX-99.1 2 a2156480zex-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 March 31, 2005**

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

Willkie Farr & Gallagher LLP
(Debtors' Attorneys)

Monthly Operating Income: $23,100
($ 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: April 25, 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. The presentation in this Monthly Operating Report reflects the restatement of the Company's (as defined herein) books and records and the correction of misapplications of generally accepted accounting principles in the United States of America ("GAAP") that occurred during the time period when members of the family of John J. Rigas ("Rigas Family") held all of the senior executive positions at Adelphia Communications Corporation ("Adelphia") and constituted five of the nine members of the board of directors of Adelphia (collectively, "Rigas Management"). Thus, the presentation in this Monthly Operating Report may not be comparable to Monthly Operating Reports for months prior to December 31, 2004.


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

 
  March 31, 2005
 
ASSETS:        
Current assets:        
  Cash and cash equivalents   $ 315,288  
  Restricted cash     28,656  
  Accounts receivables, net     88,812  
  Other current assets     175,066  
   
 
    Total current assets     607,822  
   
 
Noncurrent assets:        
  Restricted cash     3,087  
  Investments in equity affiliates     226,506  
  Related party receivables     29,986  
  Property and equipment, net     4,251,285  
  Intangible assets, net     7,437,778  
  Other noncurrent assets, net     119,320  
   
 
    Total assets   $ 12,675,784  
   
 
LIABILITIES AND STOCKHOLDERS' EQUITY:        
Current liabilities:        
  Accounts payable   $ 112,518  
  Subscriber advance payments and deposits     29,295  
  Accrued liabilities     442,210  
  Deferred income     28,027  
  Current portion of parent and subsidiary debt     636,426  
   
 
    Total current liabilities     1,248,476  
   
 
Noncurrent liabilities:        
  Other liabilities     118,534  
  Deferred income     80,307  
  Deferred income taxes     697,626  
   
 
    Total noncurrent liabilities     896,467  
Liabilities subject to compromise     18,352,744  
   
 
      Total liabilities     20,497,687  
   
 
Minority's interest in equity of subsidiary     88,917  
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     9,567,026  
  Accumulated other comprehensive income     801  
  Accumulated deficit     (16,678,198 )
  Treasury stock, at cost     (27,937 )
   
 
      (7,135,363 )
  Amounts due from the Rigas Family and Rigas Family Entities, net     (775,457 )
   
 
    Total stockholders' equity     (7,910,820 )
   
 
      Total liabilities and stockholders' equity   $ 12,675,784  
   
 

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
March 31, 2005

  Thirty-three
Months Ended
March 31, 2005

 
Revenue   $ 344,748   $ 10,148,167  
Cost and expenses:              
  Direct operating and programming     220,734     6,618,031  
  Selling, general and administrative     16,360     743,694  
  Investigation and re-audit related fees     6,422     200,803  
  Depreciation and amortization     78,938     3,159,833  
  Impairment of long-lived assets         2,019,162  
  Provision for uncollectible amounts due from TelCove         13,899  
  Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities         42,029  
  Gains on dispositions of long-lived assets, net     (806 )   (8,541 )
   
 
 
    Total costs and expenses     321,648     12,788,910  
   
 
 
Operating income (loss)     23,100     (2,640,743 )
Other income (expense):              
  Interest expense, net of amounts capitalized (contractual interest expense was $110,634 and $3,282,685 during March 2005 and during the thirty-three months ended March 31, 2005, respectively)     (41,194 )   (1,116,201 )
  Impairment of cost and available for sale investments         (18,275 )
  Other income (expense), net     962     (233,392 )
   
 
 
    Total other expense, net     (40,232 )   (1,367,868 )
Loss from continuing operations before reorganization expenses, income taxes, share of losses of equity affiliates and minority's interest     (17,132 )   (4,008,611 )
    Reorganization expenses due to bankruptcy     (6,732 )   (233,608 )
   
 
 
Loss from continuing operations before income taxes, share of losses of equity affiliates and minority's interest     (23,864 )   (4,242,219 )
Income tax (expense) benefit         (171,671 )
Share of losses of equity affiliates, net     (484 )   (121,935 )
Minority's interest in loss of subsidiary, net     493     73,799  
   
 
 
    Loss from continuing operations     (23,855 )   (4,462,026 )
Discontinued operations, net (includes $97,902 related to the cost of TelCove settlement)         (128,066 )
   
 
 
    Net loss     (23,855 )   (4,590,092 )
Beneficial conversion feature         (19,419 )
   
 
 
Net loss applicable to common stockholders   $ (23,855 ) $ (4,609,511 )
   
 
 
Basic and diluted loss per weighted average share of common stock   $ (0.09 ) $ (18.17 )
   
 
 
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
March 31, 2005

  Thirty-three
Months Ended
March 31, 2005

 
Cash flows from operating activities:              
Net loss   $ (23,855 ) $ (4,590,092 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities:              
    Depreciation and amortization     78,938     3,159,833  
    Impairment of long-lived assets         2,019,162  
    Provision for uncollectible amounts due from TelCove         13,899  
    Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities         42,029  
    Gains on dispositions of long-lived assets     (806 )   (8,541 )
    Amortization of debt financing costs     4,795     90,685  
    Impairment of cost and available-for-sale investments         18,275  
    Reorganization expenses due to bankruptcy     6,732     233,608  
    Deferred tax expense (benefit)         193,590  
    Share of losses of equity affiliates, net     484     121,935  
    Minority's interest in loss of subsidiary, net     (493 )   (73,799 )
    Other noncash gains         (958 )
    Depreciation, amortization and other non-cash items from discontinued operations         89,268  
    Change in operating assets and liabilities     (65,931 )   184,383  
   
 
 
Net cash provided by (used in) operating activities before payment of reorganization expenses     (136 )   1,493,277  
Reorganization expenses paid during the period     (6,887 )   (214,493 )
   
 
 
Net cash provided by (used in)operating activities     (7,023 )   1,278,784  
   
 
 
Cash flows from investing activities:              
  Expenditures for property, plant and equipment     (45,081 )   (1,686,401 )
  Change in restricted cash     (23,474 )   (29,615 )
  Other     (484 )   154,038  
   
 
 
Net cash used in investing activities     (69,039 )   (1,561,978 )
   
 
 
Cash flows from financing activities:              
  Proceeds from debt     25,000     1,407,062  
  Repayments of debt     (1,422 )   (881,349 )
  Payment of bank financing costs     (178 )   (65,578 )
   
 
 
Net cash provided by financing activities     23,400     460,135  
   
 
 
Change in cash and cash equivalents     (52,662 )   176,941  
Cash and cash equivalents, beginning of period     367,950     138,347  
   
 
 
Cash and cash equivalents, end of period   $ 315,288   $ 315,288  
   
 
 

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 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"). 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 March 31, 2005 include Palm Beach Group Cable, Inc., Praxis Capital Ventures, L.P., Adelphia Brasil, Ltda, STV Communications and Main Security Surveillance, Inc. As of and for the month ended March 31, 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 (i) 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 (ii) 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 that may be allowed for claims or contingencies, or the status and priority thereof, (iii) as to stockholder's 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.

        Through May 2002, John J. Rigas, his sons and members of his immediate family served as directors and executive officers of the Company. In May 2002, such Rigas family members resigned from their positions as directors and executive officers of the Company. In addition, although members of the Rigas Family continue to own 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/or entities in which members of the Rigas Family directly or indirectly held controlling interests (collectively, the "Rigas Family Entities").

        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 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, 2003 with the Securities and Exchange Commission ("SEC") on December 23, 2004 ("2003 Annual Report"). A copy of the 2003 Annual Report is available on the Company's website, www.adelphia.com. The Company has not completed the preparation of financial statements for periods subsequent to December 31, 2003 and is reviewing its books and records and other information on an on-going basis to determine whether the accompanying unaudited consolidated financial statements of the Debtors should 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

5


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

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

General

        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. The Debtors, which include Century, 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 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 February 25, 2004, the Debtors filed their proposed Joint Plan of Reorganization (the "Stand-Alone Plan"), which contemplated their emergence from bankruptcy as a stand-alone entity, and related Disclosure Statement with the Bankruptcy Court. On April 22, 2004, Adelphia announced that it intended to pursue a sale of the Company while simultaneously pursuing the Stand-Alone Plan. On September 21, 2004, Adelphia formally launched its sale process in which potential bidders were invited to submit preliminary indications of interest in Adelphia and its subsidiaries or one or more Company-designated clusters of cable systems. On November 1, 2004, Adelphia, based on the non-binding indications of interest, invited qualified bidders to further participate in the sale process and to submit final legally binding bids in accordance with the bidding procedures approved by the Bankruptcy Court. Final bids were due January 31, 2005. Adelphia received a number of bids that relate to the acquisition or recapitalization of the Company, in its entirety, or the acquisition of one or more clusters of assets.

        On February 4, 2005, the Debtors filed their proposed First Amended Joint Plan of Reorganization (the "Amended Plan") and related First Amended Disclosure Statement with the Bankruptcy Court. The Amended Plan contemplated the possibility of either: (i) emergence from bankruptcy as a stand-alone entity; (ii) distribution of proceeds resulting from a sale or other corporate transaction involving one or more companies in addition to the Debtors; or (iii) emergence from bankruptcy as part of a stand-alone entity after having sold certain clusters of cable systems and distributed the proceeds of such sales.

        Effective April 20, 2005, Adelphia entered into definitive agreements with Time Warner NY Cable LLC ("TW NY"), a subsidiary of Time Warner Cable Inc. ("TWC"), the cable subsidiary of Time Warner Inc. ("Time Warner"), and Comcast Corporation ("Comcast"). Under the agreements, TW NY and Comcast will acquire substantially all the U.S. assets of Adelphia for an aggregate of $12.7 billion in cash

6


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

and 16 percent of the common stock of TWC, assuming the redemption of Comcast's interest in TWC, as described below. Time Warner and Comcast 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 transaction does not include Adelphia's cable system joint venture in Puerto Rico.

        Until the plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, the transaction with TW NY and Comcast will not be consummated.

        Closing is 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 certain local franchising authorities to the change in ownership of the cable systems operated by Adelphia, (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) a registration statement covering the offer and sale of the shares of TWC Class A Common Stock to be issued in the transaction being declared effective, or the offer and sale of such shares having been exempted from registration pursuant to an order of the Bankruptcy Court confirming the Plan of Reorganization or a no-action letter from the staff of the Securities and Exchange Commission (in the case of the purchase agreement with TW NY), (iv) approval of the shares of TWC Class A Common Stock to be issued in the transaction for listing on the New York Stock Exchange (in the case of the purchase agreement with TW NY), (v) entry by the Bankruptcy Court of a final order confirming the Plan of Reorganization and, contemporaneously with closing, consummation of the Plan of Reorganization, (vi) satisfactory settlement by Adelphia of the claims and causes of actions brought by the Securities and Exchange Commission and the investigations by the Department of Justice, (vii)  the absence of any material adverse effect with respect to TWC's business (in the case of the purchase agreement with TW NY) and with respect to certain significant components of Adelphia's business, and (viii) the number of basic subscribers served by Adelphia's cable systems as of a specified date prior to the closing not being below an agreed upon threshold. 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.

        Subject to a letter agreement, dated as of April 20, 2005 pursuant to which 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 closing under each purchase agreement with TW NY and Comcast is also conditioned on a contemporaneous closing under the other purchase agreement. Consummation of the above transactions with TW NY and Comcast, however, is not subject to the consummation of the agreement by Time Warner and Comcast to swap certain cable systems and unwind Comcast's investments in TWC and TWE, as described above.

        The foregoing description of the terms of the transaction among Adelphia, Time Warner and Comcast does not purport to be complete and is qualified in its entirety by reference to each of the definitive agreements for such transaction, which are attached as exhibits to Adelphia's Current Report on Form 8-K filed with the SEC on April 25, 2005. Adelphia will file a revised plan of reorganization and draft disclosure statement with the Bankruptcy Court that reflects the terms of the transaction. 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 sale process.

        For the plan of reorganization 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;"

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

    solicit acceptance of the plan of reorganization 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 of reorganization;

    obtain an order from the Bankruptcy Court confirming the plan of reorganization; and

    consummate the plan of reorganization.

        To complete these steps, the Bankruptcy Court must first hold a hearing to determine if the disclosure statement contains adequate information. No date for such a hearing has been scheduled at this time. Second, 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 of reorganization or (ii) the plan of reorganization meets the requirements of the Bankruptcy Code to confirm the plan of reorganization over the objections of dissenting classes. In addition, the Bankruptcy Court must find that the plan of reorganization meets certain other requirements specified in the Bankruptcy Code.

        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. However, 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 for filing proofs of claim against the Debtors' estates of January 9, 2004. A bar date is the date by which proofs of claims 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. The aggregate amount of claims filed with the Bankruptcy Court far exceeds the Debtors' estimate of ultimate liability. Over 18,000 proofs of claim asserting in the aggregate $3.2 trillion in claims have been filed against the Debtors' estates in the Chapter 11 Cases, including duplicative claims, but excluding any estimated amounts for unliquidated claims. 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.

        The Debtors have filed two omnibus objections to certain of the claims, seeking to eliminate in excess of $2 trillion in claims, consisting primarily of duplicative claims. Approximately $3.3 billion of the claims addressed in the first two objections were (i) reduced and allowed or (ii) disallowed by orders of the Bankruptcy Court entered on November 30, 2004 and March 8, 2005, respectively. The remainder have been adjourned to allow the parties to continue to reconcile such claims. The Debtors have filed a third omnibus objection, which is seeking to eliminate, reduce and/or subordinate in excess of $900 billion of claims asserted against the Debtors by Leonard Tow and Claire Tow (together, the "Tows") and the various trusts that are controlled by the Tows. Simultaneously with the filing of such third omnibus objection, the Company and certain other Debtors commenced an adversary proceeding in the Bankruptcy Court by filing a complaint against Leonard Tow seeking to (i) avoid and recover certain unauthorized postpetition transfers and/or fraudulent transfers totaling approximately $14,000,000 (the "Avoidable Transfers"), (ii) disallow Leonard Tow's claims pending the return of Avoidable Transfers, and (iii) subordinate Leonard Tow's claims. A hearing on the third omnibus objection has been scheduled for May 26, 2005. Additional omnibus objections may be filed as the claims resolution process continues.

        In order to provide liquidity following the commencement of the Chapter 11 Cases, the Debtors entered into an Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002, with a group of lenders for a debtor-in-possession credit facility (as amended, the "DIP Facility"). On May 10, 2004, the Debtors entered into a Second Amended and Restated Credit and Guaranty Agreement, which amended and restated the DIP Facility in its entirety (as amended, the "First Extended DIP Facility"). On

8


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

February 25, 2005, the Debtors entered into a Third Amended and Restated Credit and Guaranty Agreement, which amended and restated the First Extended DIP Facility in its entirety (the "Second Extended DIP Facility"). For additional information, see Note 5.

        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"). Except as required by 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 the following:

    having a plan of reorganization confirmed by the Bankruptcy Court;

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

    obtaining substantial financing, 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;

    resolving asserted or potential claims by the SEC and the United States Department of Justice ("DoJ"), which could subject the Company to substantial penalties and other adverse monetary and non-monetary consequences, including possible liquidation of the Company (see Note 8 for additional information);

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

    obtaining consideration sufficient to settle pre-petition liabilities subject to compromise, 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, or if, the Bankruptcy Court confirms a plan of reorganization;

    being able to operate within the terms and conditions, pending emergence from bankruptcy, of the Second Extended DIP Facility and after emergence from bankruptcy, the Exit Financing Facility (defined below), including its limitations on capital expenditures and its financial covenants;

9


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

    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

    attracting, motivating and retaining key executives and employees.

        These issues are in addition to those operational and competitive challenges faced by the Company in the normal course of its business.

    Exit Financing Commitment

        On February 25, 2004, Adelphia executed a commitment letter and certain related documents pursuant to which, and subject to the terms and conditions set forth therein, a syndicate of financial institutions committed to provide to the Debtors up to $8,800,000,000 in exit financing (the "Exit Financing Facility"), which amounts may be used by the Debtors to make the cash payments contemplated by the Amended Plan and to pay related transaction costs associated with the reorganization of the Debtors.

        The proposed Exit Financing Facility is comprised of (i) $5,500,000,000 of senior secured credit facilities (the "Bank Facilities"), which includes $4,750,000,000 of term loans and a $750,000,000 revolving credit line, and (ii) a $3,300,000,000 bridge facility (the "Bridge Facility"). The aggregate commitment of the exit lenders under the terms of the exit financing commitment is subject to reduction under certain circumstances, which are described in the commitment letter, as amended. In addition, Adelphia has the right to terminate the commitment of the exit lenders after the execution of a definitive sale agreement that has been approved by the board of directors of Adelphia (the "Board") providing for the sale of all or substantially all of the assets of the Debtors or all or substantially all of the equity of Adelphia. In light of its execution of the definitive agreements with TW NY and Comcast, Adelphia is currently considering what action, if any, to take in respect of the exit financing commitment. The obligation of the exit lenders to fund the Exit Financing Facility is subject to certain conditions which are enumerated in the commitment letter and the attachments thereto, each as amended. There can be no assurance that such conditions will be satisfied.

        On June 30, 2004, and after Adelphia and the exit lenders agreed on certain modifications to the terms of the commitment letter and the related documents, the Bankruptcy Court entered an order approving the commitment letter, the related documents and the exit financing commitment. Following the Bankruptcy Court's approval 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. Additional fees will be payable by the Company under the terms of the exit financing commitment irrespective of whether the Exit Financing Facility is utilized. Certain other fees will only become payable if the Exit Financing Facility is funded.

        On April 9, 2005, Adelphia entered into an amendment, which was authorized by the Bankruptcy Court by an order dated April 8, 2005, to the commitment letter pursuant to which, and subject to the terms and conditions set forth therein, the exit lenders have agreed to extend the duration of the exit financing commitment until December 31, 2005. In addition, under the terms of the amendment to the commitment letter, if a plan of reorganization is confirmed by the Bankruptcy Court on or before 5:00 p.m., New York City time, on December 31, 2005, then Adelphia has the right to extend the exit financing commitment for up to 180 calendar days. In connection with the execution of the amendment to the commitment letter, Adelphia and the exit lenders also entered into an amendment to the related fee letter pursuant to which, and subject to the terms and conditions set forth therein, Adelphia agreed to pay, on June 30, 2005, the date on which the exit financing commitment of the exit lenders was scheduled to expire, the accrued and unpaid commitment fees in respect of the Bank Facilities and the Bridge Facility (such accrued and unpaid commitment fees in respect of such facilities are estimated to approximate $53,000,000 in the aggregate through June 30, 2005). From and after June 30, 2005, the commitment fees in respect of the Bank

10


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

Facilities and the Bridge Facility will continue to accrue on the terms set forth in the fee letter relating to the exit financing commitment.

    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):

 
  March 31,
2005

Parent and subsidiary debt   $ 11,560,684
Parent and subsidiary debt under co-borrowing credit facilities     4,576,375
Accounts payable     950,353
Accrued liabilities     1,116,538
Series B Preferred Stock     148,794
   
    $ 18,352,744
   

        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 values 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 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 Chapter 11 proceedings. In addition, no preferred stock dividends have been accrued subsequent to the Petition Date.

    Reorganization Expenses due to Bankruptcy and Investigation and Re-audit Related Fees

        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 to third party financial advisers of the Company and the Committees upon the Company's emergence from bankruptcy. Currently, these success fees are estimated to be between $21,500,000 and $34,950,000. As no plan of reorganization has been confirmed by the Bankruptcy Court, no accrual for such contingent payments or equity awards to certain executives payable upon emergence from bankruptcy 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 the Rigas Management and related efforts to comply with applicable laws and regulations. These expenses include the additional audit fees incurred for

11


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

the years ended December 31, 2001 and prior, and legal, special investigation and forensic consultant fees of the Company and a special committee of the Board. These expenses have been included in investigation and re-audit related fees in the accompanying consolidated statements of operations.

Note 3. Amounts due from the Rigas Family and Rigas Family Entities

        The following table summarizes the amounts due from the Rigas Family and Rigas Family Entities, the impact of co-borrowing and other interest and management fees not recognized, and the allowance for uncollectible amounts (amounts in thousands):

 
  March 31,
2005

 
Amounts due from the Rigas Family and Rigas Family Entities, including co-borrowing and other interest deferred and management fees not recognized   $ 3,777,903  
Co-borrowing and other interest deferred and management fees not recognized     (659,094 )
   
 
Amounts due from the Rigas Family and Rigas Family Entities, net of co-borrowing and other interest deferred and management fees not recognized     3,118,809  
Allowance for uncollectible amounts     (2,343,352 )
   
 
Amounts due from the Rigas Family and Rigas Family Entities, net   $ 775,457  
   
 

Note 4. Impairment of Long-Lived Assets

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

 
  Thirty-three
months ended
March 31, 2005

Other assets—Convergence(a)   $ 49,756
Intangible assets, net(b)     1,969,406
   
  Impairment of long-lived assets   $ 2,019,162
   

    (a) Convergence

            "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.

    (b) 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

12


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

    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.

            The Company performed its annual impairment test under SFAS No. 142 on July 1, 2003 and recorded additional impairments of $641,000 related to franchise rights. The Company has not yet completed its 2004 annual impairment test.

Note 5. Debt

        The carrying value of the Company's debt is summarized below for the indicated periods (amounts in thousands):

 
  March 31,
2005

 
Current portion of parent and subsidiary debt:        
  Secured        
    Second Extended DIP Facility(a)   $ 606,000  
    Capital lease obligations     30,413  
  Unsecured other subsidiary debt     13  
   
 
Current portion of parent and subsidiary debt   $ 636,426  
   
 
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     121,523  
   
 
      Total subsidiary debt     4,774,211  
   
 
Deferred financing fees     (134,208 )
   
 
  Parent and subsidiary debt before Co-Borrowing Facilities     11,560,684  
Co-Borrowing Facilities(d)     4,576,375  
   
 
Liabilities subject to compromise (Note 2)   $ 16,137,059  
   
 

13


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 (collectively, 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 superceded 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 superceded 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 is comprised 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, including accrued and unpaid interest, and certain fees and expenses, outstanding under the First Extended DIP Facility. 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 April 8, 2005, Amendment No. 1 and Waiver ("Amendment No.1") to the Second Extended DIP Facility became effective. Under the terms of Amendment No. 1, the lenders under the Second Extended DIP Facility have agreed that extraordinary non-cash charges in an aggregate amount of up to $450,000,000 that have been or that may hereafter be recorded by the Loan Parties (as defined in the Second Extended DIP Facility) in connection with the potential settlement of certain asserted or potential claims by certain departments or agencies of the United States Government against certain of the Loan Parties (the "Government Claims") will not reduce the aggregate amount of cumulative EBITDA of the Loan Parties or the aggregate amount of cumulative EBITDAR of each designated subsidiary borrowing group, in each case, for purposes of the financial covenants set forth in the Second Extended DIP Facility. In addition, under the terms of Amendment No. 1, the lender under the Second Extended DIP Facility waived certain defaults and events of default that occurred under the Second Extended DIP Facility as a result of the Loan Parties recording certain extraordinary non-cash charges in connection with the potential settlement of the Government Claims.

            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. As a result, the total commitment of the entire Second Extended DIP Facility was reduced to $1,276,539,000, with the total commitment of the Tranche A Loan being reduced to $776,539,000. As of March 31, 2005,

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

    $106,000,000 under the Tranche A Loan has been drawn and letters of credit totaling $113,188,000 have been issued under the Tranche A Loan, leaving availability of $557,351,000 under the Tranche A Loan. Furthermore, as of March 31, 2005, the entire $500,000,000 under the Tranche B Loan has been drawn.

            The foregoing summary of certain material terms and conditions of the Second Extended DIP Facility and Amendment No. 1 thereto does not represent a complete summary of all of the material terms and conditions of the Second Extended DIP Facility or such amendment, and is qualified in its entirety by reference to the Second Extended DIP Facility and Amendment No. 1, copies of which are attached as exhibits to Adelphia's Current Reports on Form 8-K filed with the SEC on February 25, 2005 and April 13, 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 March 31, 2005, the convertible subordinated notes included (i) $1,029,876,000 aggregate principal amount of 6% subordinated convertible notes, (ii) $975,000,000 aggregate principal amount of 3.25% subordinated convertible notes and (iii) unamortized discounts aggregating $12,854,000. The Rigas Family Entities hold $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.

    (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 March 31, 2005 represent pre-petition liabilities that have been classified as liabilities subject to compromise in the accompanying consolidated balance sheet.

            Amounts outstanding pursuant to the Co-Borrowing Facilities are as follows (amounts in thousands):

 
  March 31,
2005

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 March 31, 2005   6.42 %

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(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 6. 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.

        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 7. Century/ML

Bankruptcy filing

        On September 30, 2002, Century/ML Cable Venture ("Century/ML Cable"), a 50/50 joint venture between Century and ML Media Partners, L.P. ("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. Century/ML Cable is operating its business as a debtor-in-possession and is continuing to serve its subscribers in three communities in Puerto Rico. Prior to the Century/ML Cable Chapter 11 filing, the Company accounted for its investment in Century/ML Cable under the equity method

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(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of accounting. At this time, Century/ML Cable is expected to generate sufficient cash to fund foreseeable operations and capital requirements. Century/ML Cable's Chapter 11 filing is not expected to have a material impact on the operations of Century/ML Cable's subsidiary, Century-ML Cable Corporation, which serves communities in Puerto Rico. Since October 2002 Century/ML Cable has been filing a separate monthly operating report with the Bankruptcy Court.

Other matters

        ML Media and Century are engaged in a process exploring the potential sale of the Venture to a third party, and from time to time have explored other potential transactions relating to Century/ML Cable.

        As further described in Note 8, ML Media and Adelphia are engaged in litigation.

Note 8. 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 Management (none of whom remain with the Company). This case is pending in the District Court and settlement discussions are in progress among Adelphia and representatives of the SEC and the DoJ. The deadline for Adelphia to respond to the SEC's complaint is currently June 30, 2005.

        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 has told the Company's advisors that its asserted claims for disgorgement and civil penalties under various legal theories could amount to billions of dollars.

        The SEC Civil Action is stayed by order of the District Court until April 29, 2005. The SEC Civil Action is not subject to the automatic stay provisions of the Bankruptcy Code. In addition, the Company remains subject to continuing investigation and further action by the DoJ.

        Adelphia has offered an aggregate of $725,000,000 in value to settle the SEC Civil Action and to resolve the DoJ's ongoing investigation of the Company, which offer includes $125,000,000 of an interest in a litigation trust funded from potential proceeds from litigation by or on behalf of Adelphia. The offer is subject to various terms and conditions. Based on prior offers by Adelphia, the Company had recorded $475,000,000 as liabilities subject to compromise in the accompanying consolidated balance sheet. Although the Company cannot estimate its full liabilities in these matters, the Company anticipates that the current offer will result in an increase of $125,000,000 in such liabilities subject to compromise, to be reflected in a future Monthly Operating Report. The Creditors' Committee has filed an adversary proceeding seeking, in effect, to subordinate the SEC's claims based on the SEC Civil Action.

        The Company cannot predict the ultimate resolution of the SEC Civil Action or the DoJ investigation or determine the ultimate effect on its financial condition or results of operations. The outcome of the SEC Civil Action could include civil penalties, disgorgement, and the imposition of mandatory governance guidelines or other restrictions imposed on Adelphia. The outcome of the investigation by the DoJ could include the criminal indictment of Adelphia and/or various entities that are owned or controlled by members of the Rigas Family that operate cable systems and for which the Company provides management services (collectively, the "Managed Cable Entities"), monetary remedies, including fines and restitution, criminal and/or civil forfeiture, and remedies restricting the Company's conduct.

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(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

        Other governmental agencies, such as the Federal Communications Commission or local franchise authorities might also take action against the Company in response to or based on the outcome of, or developments in, the SEC Civil Action or the investigation by the DoJ. The outcome of, or developments in, the SEC Civil Action and the investigation by the DoJ could have a material adverse effect on the Company, including possible liquidation of the Company.

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, and 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. 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. 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.

        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.

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

Acquisition Actions

        After the Rigas Family's alleged misconduct 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 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.

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

        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

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

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 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. On April 26, 2001, ML Media obtained a court order holding Century's Century/ML Cable management board designee in contempt for violating the consent order.

        In connection with the December 13, 2001 settlement of the above dispute, ACC, Century/ML Cable, ML Media and Highland Holdings ("Highland"), a general partnership 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 such 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, 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 Adelphia'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 prepetition 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 Holdings, 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.

        ML Media has alleged that it is entitled to elect recovery of either (i) $279,800,000 plus costs and interest in exchange for its interest in Century/ML Cable, or (ii) 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 Amended Plan contemplates that ML Media will receive no distribution until such dispute is resolved. The parties have from time to time engaged in settlement discussions relating to a potential settlement of their disputes, but no agreement has been reached and the parties may not be able to reach a settlement agreement.

        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 4% 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

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

that the Subordinated Notes are entitled to share pari passu in the distribution of any common stock issued by Adelphia under the Stand-Alone Plan and are not subordinated to Adelphia's senior classes of indebtedness with respect to such common stock distributions.

        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 Adelphia common stock would meet the definition of "Permitted Junior Securities" set forth in the indentures, and therefore be exempt from subordination.

        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 ground, 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's 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.

        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.

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. 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 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, but the DoJ has requested that a new trial date be set to retry Michael J. Rigas on the securities fraud charges. At a hearing held on March 16, 2005, the District Court set October 24, 2005 as the date for the retrial of Michael J. Rigas. On March 17, 2005, the District Court denied the motion of John J. Rigas and Timothy J. Rigas for a new trial. The sentencing of John J. Rigas and Timothy J. Rigas is currently scheduled for June 1, 2005.

        The indictment against the Rigases includes a request for entry of a money judgment in an amount exceeding $2,500,000,000 and for entry of an order of forfeiture. The Company believes that the DoJ may seek through such criminal forfeiture all interests of the convicted Rigas defendants in the Rigas Family Entities, or through civil forfeiture all of the assets of the Rigas Family Entities. The Government may also seek such assets through indictment of such entities. On December 10, 2004, the DoJ filed an application

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

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 $2,500,000,000. The Company has asserted claims against members of the Rigas Family and the Rigas Family Entities for amounts due, including their share of the borrowings under the Co-Borrowing Facilities. If the DoJ achieves the forfeiture of such assets, it will be significantly more difficult for the Company to recover on its claims with respect to the Rigas Family Entities. In addition, such forfeiture would make it significantly more difficult, if not impossible, for the Company to acquire ownership of, and maintain operational control over, the Managed Cable Entities which are highly integrated into the Company's operations.

        The Company is not a defendant in the Rigas Criminal Action but remains under investigation by the DoJ regarding matters related to alleged wrongdoing by certain members of the Rigas Family. The Company cannot predict the outcome of this investigation 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 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 of Thousand Oaks for use in the operation of the Company's cable business in the city.

        On March 25, 2002, the city and Ventura County commenced an action (the "Thousand Oaks Action," and collectively with the California Cablevision Action, the "California Actions"), against the Company and Verizon Media Ventures in California State Court alleging that (i) 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 (ii) the Company's participation in the transaction amounted to actionable interference with those franchises. The City of Thousand Oaks and Ventura County sought injunctive relief to halt the sale and transfer of the Verizon's 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 of Thousand Oaks and Ventura 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

22


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(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 effectively re-opened the case to active litigation. Subsequently, the July 12, 2005 trial date was vacated pursuant to a stipulation and order, and a status conference is now scheduled for July 12, 2005.

        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 District 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. Adelphia's motion has been fully briefed and argued and is presently under consideration by the court.

        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.

Tele-Media Examiner Motion

        By motion filed in the Bankruptcy Court on August 5, 2004, TMCD and certain of its affiliates are seeking the appointment of an examiner for the following Debtors: Tele-Media Company of Tri-States, L.P., CMA Cablevision Associates VII, L.P., CMA Cablevision Associates XI, L.P., TMC Holdings Corporation, Adelphia Company of Western Connecticut, TMC Holdings, LLC, Tele-Media Investment Limited Partnership, L. P., Eastern Virginia Cablevision, L.P., Tele-Media Company of Hopewell Prince George, and Eastern Virginia Cablevision Holdings, LLC (collectively, the "JV Entities"). Among other things, TMCD alleges that management and the Board breached their fiduciary obligations to the creditors and equity holders of those entities. Consequently, TMCD seeks the appointment of an examiner to

23


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(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

investigate and make recommendations to the Bankruptcy Court regarding various issues related to such entities.

        On April 14, 2005, the Debtors filed a motion with the Bankruptcy Court seeking approval of a global settlement agreement (the "Tele-Media Settlement Agreement") by and among the Debtors and TMCD and certain of its affiliates (the "Tele-Media Parties"), which, among other things, (i) transfers the Tele-Media Parties' ownership interests in the JV Entities to the Debtors, leaving the Debtors 100% ownership of the JV Entities; (ii) requires the Debtors to make a settlement payment to the Tele-Media Parties of $21,650,000; (iii) resolves the above-mentioned examiner motion; (iv) settles two pending avoidance actions brought by the Debtors against certain of the Tele-Media Parties; (v) reconciles 691 separate proofs of claim filed by the Tele-Media Parties, thereby allowing claims worth approximately $5,500,000 and disallowing approximately $1.9 billion of claims; (vi) requires the Tele-Media Parties to make a $912,500 payment to the Debtors related to workers' compensation policies; and (vi) effectuates mutual releases between the Debtors and the Tele-Media Parties. A hearing on the motion for approval of the Tele-Media Settlement Agreement is scheduled for May 10, 2005.

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 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 Company's 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.

        Pursuant to a stipulation among the Company, the Creditors' Committee and the Equity Committee, which is being challenged by certain pre-petition lenders, the Bankruptcy Court granted the Creditors' Committee leave and standing to file and prosecute claims against the pre-petition lenders, on behalf of the Company, 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 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 the Rigas Family Entities (the "Pre-petition Lender Litigation"). The Company is a nominal plaintiff in this action.

        The Bank Complaint contains 52 claims for relief to redress the claimed wrongs and abuse 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, but the Bankruptcy Court has not issued a ruling yet. The Equity Committee has filed a motion seeking authority to bring additional claims against the pre-petition lenders pursuant to the Racketeering Influenced and Corrupt Organizations

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(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

("RICO") Act. The Bankruptcy Court heard oral argument on these motions on December 20 and December 21, 2004, but the Bankruptcy Court has not yet ruled on the motions.

        Under the Amended Plan, the Company is seeking 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.

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. In July 2002, the Company learned that its former subsidiary, TelCove, had elected to terminate certain services it provided 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 respect of 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 in respect of, among other things, certain transfers alleged to be made by Devon Mobile to the Company 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") in respect of 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 (the "Company Answer"), 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 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. As of the date hereof, the Motion for Leave remains pending before the Bankruptcy Court. Any recovery of the Company Claims is uncertain at this time.

        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.

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

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

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. Proceedings as to the complaint itself have been suspended. With respect to the cross-complaints, motion practice and discovery are proceeding concurrently; no hearing on dispositive motions has been scheduled.

        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.

Litigation Relating to Rigas Family Defense Costs

        In July 2003 and again in February 2004, the Rigas Family sought approval from the Bankruptcy Court to use cash from the Managed Cable Entities to fund the Rigas Family members' civil and criminal defense costs. The Rigas Family claimed they were entitled to this funding based on certain purported indemnity and other rights they said they had as officers, directors, and controlling shareholders of the Managed Cable Entities. In an order dated August 7, 2003, among other things, the Bankruptcy Court granted the Rigas Family members' request to the extent of $15,000,000. In a decision rendered from the bench on February 18, 2004 and entered as an order on March 9, 2004, the Bankruptcy Court amended that order to allow an additional $12,800,000 to be spent on criminal defense costs and denied the Rigas Family members' request for additional funding for civil defense costs.

        Adelphia and the Creditors' Committee appealed the February 18, 2004 ruling and moved for a stay pending the appeal of the Bankruptcy Court's March 9, 2004 order. A hearing on the motion for a stay pending appeal was held on March 17, 2004 in the District Court. On March 22, 2004, the District Court denied Adelphia's motion for a stay pending appeal of the Bankruptcy Court's March 9, 2004 order. On September 14, 2004, the Rigas Family members again moved to amend the August 7, 2003 and March 9, 2004 orders, seeking approximately $11,000,000 more in cash from the Managed Cable Entities to fund civil and criminal defense costs. While that motion was pending, the District Court issued a decision on September 27, 2004, vacating the Bankruptcy Court's March 9, 2004 order and remanding the matter back to the Bankruptcy Court for further consideration.

        On November 8, 2004, a hearing occurred regarding evidentiary issues relating to the Rigas Family members' latest motion at which time the court granted Adelphia's motion to exclude certain evidence. Another evidentiary hearing was held on November 22, 2004, concerning the ability of the Rigases to obtain additional funding of attorneys fees both pursuant to the request which was granted but vacated by the District Court and the latest request for an additional $11,000,000.

        On March 24, 2005, the Bankruptcy Court issued a written decision on the Rigas Family members' motions. With respect to the advancement of funds for the payment of the Rigases' defense costs, the Court concluded that all discretionary advancement of funding for attorneys' fees was improper and only mandatory advancement from certain Managed Cable Entities will be allowed. With regard to Michael Rigas, there is a mandatory continuing obligation for certain Managed Cable Entities to advance defense costs and all Managed Cable Entities are required to indemnify Michael Rigas for certain defense costs. There is no duty to indemnify John or Tim Rigas based on their guilty verdicts in their criminal prosecution. As of March 31, 2005, $27,800,000 had been advanced to the Rigas Family. Adelphia intends to seek return of all advancements other than those authorized by the Court.

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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.

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 debt-like 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.

Adelphia's Lawsuit Against the Rigas Family

        On July 24, 2002, Adelphia filed a complaint in the Bankruptcy Court (the "Rigas Civil Action") 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. This action generally alleges that 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 RICO Act (Counts I-IV), breach of fiduciary duty (Count V), securities fraud (Count VI), fraudulent concealment (Count VII), fraudulent misrepresentation (Count VIII), conversion (Count IX), waste of corporate assets (Count X), breach of contract (Count XI), unjust enrichment (Count XII), fraudulent conveyance (Count XIII), constructive trust (Count XIV), inducing breach of fiduciary duty (Count XV), and a request for an accounting (Count XVI) (the "Amended Complaint"). The Amended Complaint seeks relief in the form of, among other things, treble and punitive damages, disgorgement of monies and securities obtained as a consequence of the Rigases' improper conduct and attorneys' fees.

        On June 7, 2003, U.S. District Court Judge George Daniels denied the defendants' motion to remove the case from the Bankruptcy Court to the District Court.

        On January 16, 2003, John J., Michael J., Timothy J. and James P. Rigas, Doris Rigas and the Rigas Family Entities (collectively referred to as "Rigas Defendants"), Peter L. Venetis and Ellen Rigas Venetis each filed motions to dismiss the Amended Complaint. These motions were argued in April 2004. On June 28, 2004, the Bankruptcy Court denied the Rigas Defendants' motion to dismiss the Amended Complaint only as to the state law claims (Counts V, VII-XVI) and expressly reserved its ruling on the remaining federal law claims (RICO and securities fraud counts (Counts I-IV, VI)). The Bankruptcy Court further ruled that the Rigas Defendants will have no obligation to answer all or part of the Amended Complaint until either: (i) the Bankruptcy Court rules upon the Rigas Defendants' motion to dismiss the federal law claims asserted in the Amended Complaint; or (ii) by further order of the Bankruptcy Court.

        On August 20, 2004, Adelphia moved for partial summary judgment against John J., Timothy J., Michael J., and James P. Rigas, and the Rigas Family Entities on counts XII (unjust enrichment) and XIV (constructive trust) of the Amended Complaint. Adelphia seeks judgment in the amount of $3,232,000,000 plus pre-judgment interest from April 30, 2002, and asks the court to impose a constructive trust on the Rigases' monies and property acquired, directly or indirectly, through the use of the Company's funds and

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

credit, and to order the reconveyance of all such monies and property to the Company. On October 20, 2004, the Rigas Defendants filed their response to Adelphia's motion pursuant to Rule 56(f) of the Federal Rules of Civil Procedure, claiming that the court should delay consideration of the motion until the Rigas Defendants have had the opportunity to conduct additional discovery. In a December 2, 2004 decision, the Bankruptcy Court agreed to delay consideration of the motion until the Rigas Defendants could conduct certain, but not all, of the additional discovery they had requested. The hearing on the motion is currently scheduled for May 6, 2005.

        In a related proceeding, on October 22, 2004, the co-borrowing facility banks moved to intervene in the Rigas Adversary Proceedings as to Counts XII (unjust enrichment) and XIV (constructive trust) of the Amended Complaint. A hearing was held on December 15, 2004, at which time the Bankruptcy Court granted the banks' motion to intervene but specified that prior to propounding any discovery the banks were to seek agreement from the parties or, in the event the parties cannot reach agreement, leave of court.

        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.

Adelphia's Lawsuit Against Deloitte

        Adelphia sued Deloitte, Adelphia's former independent auditors, on November 6, 2002 in the Court of Common Pleas for Philadelphia County seeking damages for Deloitte's role in the Rigas Family's alleged misappropriation of funds from the Company. The complaint brings causes of action for professional negligence, breach of contract, aiding and abetting breach of fiduciary duty, fraud, negligent misrepresentation and contribution. The complaint alleges, among other things, that Deloitte knew of at least aspects of the alleged misappropriation and misconduct of the Rigas Family, and that other alleged acts of self-dealing and misappropriation by the Rigas Family were readily apparent to Deloitte from the books and records that Deloitte reviewed and to which it had access. The complaint alleges that, in either case, Deloitte had a duty to report the Rigas Family's alleged misconduct to those who could have acted to stop the Rigas Family, but Deloitte did not do so. The complaint seeks damages of an unspecified amount.

        Deloitte filed preliminary objections to the complaint, which were overruled by the court by order dated June 11, 2003.

        On September 15, 2003, Deloitte filed an Answer, New Matter, and 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 alleged causes of action for fraud, negligent misrepresentation and contribution. On January 9, 2004, Adelphia answered Deloitte's counterclaims. Deloitte moved to stay discovery in this action until completion of the criminal action against John J. Rigas, Timothy J. Rigas, Michael J. Rigas and Michael C. Mulcahey, which Adelphia opposed. Following this motion, discovery was effectively stayed for 60 days but has now commenced. Deloitte and Adelphia have exchanged documents and have begun deposition discovery. On January 10, 2005, the court signed a scheduling order stating, among other deadlines, that (i) all discovery in the case is to be completed by June 6, 2005, (ii) pre-trial motions are to be filed by July 5, 2005 and (iii) the court expects the case to be ready for trial by October 3, 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.

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

Series E Preferred Stock Motion

        On October 29, 2004, Adelphia filed a motion to postpone the conversion of Adelphia's 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' NOL carryovers. The motion was heard on November 10, 2004, and on November 18, 2004, the Bankruptcy Court entered an order approving the postponement effective November 14, 2004.

        Adelphia has entered into several stipulations postponing, to the extent applicable, the conversion date of both the Series E Preferred Stock and the Series F Preferred Stock, with the latest postponement being until May 6, 2005.

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 with respect to any of these actions will not materially affect the Company's financial position or results of operations.

Note 9. Additional information

Reclassification

        Certain amounts for the thirty-three months ended March 31, 2005 have been reclassified to conform with the March 31, 2005 monthly presentation.

Dispositions

        As more fully described in Note 6, 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 business 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.

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

Restricted cash

        Restricted cash is primarily comprised of: (i) amounts that are collateralized on letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales (ii) cash receipts from customers that were placed in trust as a result of a dispute arising from the acquisition of a cable system, (iii) 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 and (iv) amounts that are required to be used to pay worker's compensation expenses.

 
  March 31,
2005

Current restricted cash:      
  Collateralization on letters of credit   $ 23,461
  Dispute related to acquisition     3,639
  Reduction events     1,511
  Other     45
   
    Total   $ 28,656
   
Noncurrent restricted cash:      
  Other     3,087
   
    Total   $ 3,087
   

Accounts receivable

        Accounts receivable are reflected net of an allowance for doubtful accounts. Such allowance was $17,288,000 at March 31, 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 March 31, 2005.

Preferred stock

        Contractual dividends applicable to the Company's preferred stock were $10,010,000 and $330,344,000 for the respective one and thirty-three months ended March 31, 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 $36,856,000 and $1,083,619,000 for the one and thirty-three month periods ended March 31, 2005, respectively. Included in these amounts are cash payments made by the Company of $14,772,000 and $452,148,000 for the one and thirty-three month periods ended March 31, 2005, respectively, for interest on the co-borrowing credit facilities attributable to the Rigas Family Entities.

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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 the continuity program that consists of two distinct programs (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" and, together with the Stay Plan, the "Continuity Program"), which are each designed to motivate certain employees to remain with the Debtors. In addition, the order authorized certain amendments to the Adelphia Performance Retention Plan ("PRP Amendments"), the Amended and Restated Severance Program and certain formal employment agreements. With respect to the Stay Plan and the Sale Plan, in the event that (i) a Change in Control (as defined in the Stay Plan and the Sale Plan) occurs and (ii) all of the bonuses under both the Stay Plan and the Sale Plan are payable, the total cost of the Continuity Program could reach approximately $30,800,000 (including approximately $9,800,000 payable under the Stay Plan, $18,000,000 payable under the Sale Plan, and a $3,000,000 pool from which the CEO of Adelphia may grant additional bonuses). On April 20, 2005, the Bankruptcy Court approved a motion which, among other things, implemented certain compensation measures for Executive Vice Presidents ("EVPs"), including the authority to (i) increase EVPs' base pay, (ii) increase the Short Term Incentive Plan opportunity for the General Counsel, (iii) adopt a Key Employee Retention Plan for EVPs, and (iv) apply the PRP Amendments to the EVPs. A constituent has made a letter request that the order be vacated.

Statistical Information

        The table below provides information on the number of basic customers, digital customers and high speed internet customers as of March 31, 2005 and February 28, 2005.

 
  Filing
Entities

  Brazil
  Rigas
Entities

  Century/ML
Cable and
St. Marys

  Total
March 31, 2005:                    
Basic customers   4,753,306   53,237   226,922   143,121   5,176,586
Digital customers   1,870,545     87,051   67,431   2,025,027
High speed internet customers   1,396,688   4,876   80,113   9,229   1,490,906
   
 
 
 
 
Total revenue generating units   8,020,539   58,113   394,086   219,781   8,692,519
   
 
 
 
 
February 28, 2005:                    
Basic customers   4,753,003   53,237   227,277   143,132   5,176,649
Digital customers   1,851,155     85,845   67,173   2,004,173
High speed internet customers   1,367,130   4,876   78,834   8,447   1,459,287
   
 
 
 
 
Total revenue generating units   7,971,288   58,113   391,956   218,752   8,640,109
   
 
 
 
 

Note 11. Bankruptcy Court Reporting Schedules

        The Bankruptcy Court reporting schedules included in this report beginning on page 32 are for the period from March 1 through March 31, 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.

31



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

Summary

 
  For the
Month Ended
March 31, 2005

  Reference
Gross wages paid   $ 46,292,429   Schedule I
Employee payroll taxes withheld     12,556,146   Schedule I
Employer payroll taxes due     4,880,078   Schedule I
Payroll taxes paid*     16,950,704   Schedule II*
Sales and other taxes due     7,008,326   Schedule III
Gross taxable sales     85,489,603   Schedule III
Real estate and personal property taxes paid     209,840   Schedule IV
Sales and other taxes paid     6,379,000   Schedule V
Cash disbursements     434,303,685   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.

32


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 March 31, 2005

Week Ending Date

  Gross
Wages Paid

  Employee Payroll
Taxes Withheld

  Employer Payroll
Taxes Due

04-Mar-05   $ 23,146,734   $ 7,505,666   $ 2,699,067
18-Mar-05   $ 23,145,695   $ 5,050,480   $ 2,181,011
   
 
 
  Total   $ 46,292,429   $ 12,556,146   $ 4,880,078

33


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

    Schedule II   Page 1 of 2


Court Reporting schedules for Payroll Taxes Paid
for the Month Ended March 31, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
COLUMBUS CITY INCOME TAX   $ 1,215   3/7/2005
INTERNAL REVENUE SERVICE     8,857,888   3/7/2005
STATE OF ALABAMA     3,955   3/7/2005
STATE OF ARIZONA     2,137   3/7/2005
STATE OF CALIFORNIA     197,365   3/7/2005
STATE OF COLORADO     228,542   3/7/2005
STATE OF CONNECTICUT     14,330   3/7/2005
STATE OF GEORGIA     11,666   3/7/2005
STATE OF IDAHO     5,014   3/7/2005
STATE OF INDIANA     787   3/7/2005
STATE OF KANSAS     501   3/7/2005
STATE OF KENTUCKY     19,061   3/7/2005
STATE OF MAINE     21,470   3/7/2005
STATE OF MARYLAND     13,960   3/7/2005
STATE OF MASSACHUSETTS     58,023   3/7/2005
STATE OF NEW YORK     158,376   3/7/2005
STATE OF NORTH CAROLINA     12,111   3/7/2005
STATE OF OHIO     80,754   3/7/2005
STATE OF OKLAHOMA     357   3/7/2005
STATE OF PENNSYLVANIA     106,597   3/7/2005
STATE OF SOUTH CAROLINA     3,150   3/7/2005
STATE OF VERMONT     22,063   3/7/2005
STATE OF VIRGINIA     88,496   3/7/2005
NEBRASKA DEPARTMENT OF REVENUE     205   3/8/2005
NEW YORK STATE DEPARTMENT OF TAXATION     8,492   3/8/2005
DEPARTMENT OF LABOR & EMPLOYMENT     10   3/21/2005
INTERNAL REVENUE SERVICE     6,174,090   3/21/2005
MISSISSIPPI STATE TAX COMMISSION     2,344   3/21/2005
MONTANA DEPARTMENT OF REVENUE     1,346   3/21/2005
STATE OF ARIZONA     2,641   3/21/2005
STATE OF CALIFORNIA     193,903   3/21/2005
STATE OF COLORADO     68,633   3/21/2005
STATE OF CONNECTICUT     11,250   3/21/2005
STATE OF GEORGIA     7,826   3/21/2005
STATE OF IDAHO     4,674   3/21/2005
STATE OF INDIANA     981   3/21/2005
STATE OF KANSAS     398   3/21/2005

34


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

    Schedule II   Page 2 of 2


Court Reporting schedules for Payroll Taxes Paid
for the Month Ended March 31, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
STATE OF KENTUCKY   21,495   3/21/2005
STATE OF MAINE   21,681   3/21/2005
STATE OF MARYLAND   15,281   3/21/2005
STATE OF MASSACHUSETTS   26,370   3/21/2005
STATE OF MICHIGAN   214   3/21/2005
STATE OF NEW YORK   125,620   3/21/2005
STATE OF NORTH CAROLINA   12,752   3/21/2005
STATE OF OHIO   86,311   3/21/2005
STATE OF OKLAHOMA   285   3/21/2005
STATE OF PENNSYLVANIA   87,161   3/21/2005
STATE OF SOUTH CAROLINA   3,324   3/21/2005
STATE OF VERMONT   17,845   3/21/2005
STATE OF VIRGINIA   56,674   3/21/2005
STATE OF WISCONSIN   609   3/21/2005
UTAH STATE TAX COMMISSION   264   3/21/2005
WEST VIRGINIA DEPT OF TAX & REVENUE   18,587   3/21/2005
NEW YORK STATE DEPARTMENT OF TAXATION   68,340   3/22/2005
COLUMBUS CITY INCOME TAX   3,280   3/25/2005
TOTALS   16,950,704    

35


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

    Schedule III   Page 1 of 6


Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

 
Alabama Dept. of Revenue   207   3,450  
Arizona Department of Revenue   15   215  
Ashland Independent Board of Education   10,781   359,371  
Bath County School District   1,226   40,863  
Berea County School District   2,425   80,848  
Board of Equalization   115   A  
Board of Equalization   (12 ) (164 )
Board of Equalization   25   280  
Bourbon County School District   579   19,283  
Boyd County School District   3,233   107,753  
Boyle County School District   1,543   51,420  
Breathitt County School District   1,130   37,670  
Breckinridge County Board of Education   647   21,563  
Burgin Independent Board of Education   327   10,910  
Butler County School District   50   1,678  
Carter County School District   1,606   53,544  
City o f Monterey     1  
City of Alahambra   2   32  
City of Albion   422   8,445  
City of Algoura Hills   10   210  
City of Arcadia   6   119  
City of Asotin     5  
City of Baldwin Park   5,532   184,391  
City of Baldwin Park   4   128  
City of Beaumont   4,103   136,774  
City of Bellevue   1   10  
City of Bothell   2   38  
City of Brawley   8,919   222,972  
City of Brawley   2   43  
City of Burbank   3   46  
City of Calabasas     4  
City of Charlottesville   55,050   550,502  
City of Claremont   20   368  
City of Colfax   1   18  
City of Colorado Springs   134   5,343  
City of Colton   12,361   191,303  
City of Colton   5   137  
City of Compton     2  
City of Culver City   7   63  
City of Desert Hot Springs   3   60  

36


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

    Schedule III   Page 2 of 6


Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

City of Downey     3
City of El Monte   2   23
City of Elk Grove     19
City of Englewood   74   2,105
City of Fontana   187   3,732
City of Fontana     5
City of Gardena     9
City of Glendale   2   22
City of Hawthorne   1   15
City of Hermosa Beach   21,239   353,980
City of Holtville   2,185   43,707
City of Holtville     7
City of Huntington Beach   1   14
City of Indio     3
City of Inglewood   3   32
City of Irvine     1
City of Kalama   3   52
City of Kelso   6,610   110,171
City of Kirkland     3
City of La Habra   27,137   452,288
City of La Habra   24   403
City of La Verne     1
City of Leavenworth     1
City of Long Beach   5   95
City of Longview   58   972
City of Longview   22,460   374,331
City of Los Angeles   439   4,382
City of Mammoth Lake    
City of Moreno Valley   75,767   1,262,787
City of Moreno Valley   26   437
City of Norwalk   1   26
City of Oakland    
City of Olympia   2   19
City of Palm Springs     2
City of Palouse   1   11
City of Palouse   717   10,238
City of Pasadena   3   37
City of Petersburg   19,710   98,552
City of Pico Rivera   15,170   303,395
City of Pico Rivera   6   130

37


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

    Schedule III   Page 3 of 6


Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

City of Placentia   16,454   470,114
City of Placentia   7   209
City of Pomeroy     1
City of Port Hueneme   11,751   293,769
City of Port Hueneme     1
City of Porterville   1   11
City of Pullman   15   186
City of Redondo Beach   45,556   959,072
City of Redondo Beach   49   1,030
City of Rialto   45,572   569,650
City of Rialto   12   145
City of Riverside   6   91
City of Salinas   1   16
City of San Bernardino   69,326   874,228
City of San Bernardino   6   81
City of San Buenaventura   35,598   711,959
City of San Francisco     1
City of San Gabriel     7
City of San Luis Obispo     8
City of Santa Ana   12   198
City of Santa Barbara     7
City of Santa Cruz   5   74
City of Santa Monica   173,634   1,736,349
City of Santa Monica   119   1,191
City of Santa Rosa     1
City of Seal Beach   17   157
City of Seattle     1
City of Shoreline     3
City of Sierra Madre   3   42
City of Spokane   1   21
City of Stanwood     2
City of Tacoma    
City of Toppenish     2
City of Torrance   1   14
City of Vancouver   1   20
City of Ventura   7   144
City of Waynesboro   28,401   284,008
City of Wenatchee   1   10
City of Westminister     1
City of Whittier   3   57
City of Winchester   15,539   155,394

38


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

    Schedule III   Page 4 of 6


Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

City of Woodland   3   44
Cloverport Independent School District   228   7,597
Colorado Dept. of Revenue   472   28,358
Colorado Dept. of Revenue   3,285   81,845
Commissioner of Revenue Services   293,798   5,596,159
Commissioner of Revenue Services   353,141   5,885,666
Commonwealth of Massachusetts   10,669   213,388
Comptroller of Maryland   438   8,751
Comptroller of Maryland   16,475   329,480
Comptroller of Public Accounts     15
County of Los Angeles   113   2,259
County of Montgomery   8,277   82,770
Danville Independent School District   4,580   152,673
Daviess County Board of Education   16,753   558,451
Daviess County School District   204   6,797
Des Moines    
Elliot County School District   362   12,078
Florida Department of Revenue   3,465,996   24,730,111
Florida Department of Revenue   145,406   2,260,225
Franklin County School District   109   3,626
Garrad County School District   960   32,014
Georgia Department of Revenue   16,533   251,699
Hancock County Board of Education   701   23,363
Harlan County School District   247   8,249
Harrison County School District   2,558   85,271
Harrodsburg Independent Board of Education   2,695   89,845
Henderson County Board of Education   2,373   79,091
ID USF   20  
Idaho State Tax Commission   5,658   88,679
Indiana Department of Revenue   29,905   498,414
Internal Revenue Service   33,515   1,117,245
Jackson Independent Schools   505   16,822
Jessamine County Board of Education   10,301   343,369
Kansas Dept. of Revenue   16,996   225,106
Kentucky Revenue Cabinet   2,769   46,152
Laurel County School District   12,103   403,426
Lee County School District   1,058   35,264
Leslie County School District   956   31,856
Letcher County Board of Education   771   25,716
Lewis County Board of Education   919   36,747

39


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

    Schedule III   Page 5 of 6


Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

Lewis County School District   285   11,392
Lincoln County Board of Education   1,284   42,789
Logan County School District   27   892
Madison County School District   19,241   641,368
Maine Revenue Services   5,847   116,940
Maine Revenue Services   299,973   5,999,449
Marion County Board of Education   2,683   89,426
McLean County School District   683   22,760
Menifee County School District   595   19,822
Mercer County School District   1,746   58,191
Mississippi State Tax Commission   41,089   586,982
Mississippi State Tax Commission   1,587   22,667
Morgan County School District   1,545   51,505
NC Department of Revenue   18,197   226,057
NECA VUSF   205   16,177
Nelson County Board of Education   1,316   43,870
Nicholas County School District   660   22,014
NJ Division of Taxation   491   8,190
NYS Estimated Corporation Tax   61   16,124
NYS Estimated Corporation Tax   1,410   56,387
NYS Sales Tax Processing   12,413   165,043
Ohio County School District   17   552
Oklahoma Tax Commission   486   16,768
Owensboro Board of Education   11,775   392,504
Owsley County Board of Education   408   13,599
PA Department of Revenue   219,849   3,932,644
PA Dept. of Revenue   7,917   158,333
Paris Independent School District   2,969   98,963
Perry County School District   253   8,445
Powell County School District   2,664   88,802
PSU   232  
Rockcastle County School District   900   29,984
Russell Independent School District   6,413   213,771
Scott County School District   8,035   267,847
South Carolina Dept. of Revenue   56,788   787,246
State of Michigan   92   1,530
State of New Hampshire   1,168   16,692
State of New Hampshire   110,671   1,581,010
State Tax Department   306,849   5,114,134
TN Department of Revenue   61,300   683,701

40


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

    Schedule III   Page 6 of 6


Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

Town of Blacksburg     15,365     153,651
Town of Mt Crested Butte     1,279     28,424
Town of South Boston     4,437     44,373
Treasurer State of Ohio     184,177     2,493,154
Union County School District     3,009     100,292
USAC     4,387    
Vermont Department of Taxes     351,965     5,866,084
Vermont Department of Taxes     974     16,239
Virginia Department of Taxation     14,782     295,612
Washington County Board of Education     910     30,331
Washington Dept. of Revenue     4,242     55,841
Webster County Board of Education     661     22,018
Wolfe County School District     848     28,257
Woodford County Board of Education     4,812     160,412
Wyoming Department of Revenue     87     1,741
   
 
    $ 7,008,326   $ 85,489,603
   
 

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

41


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

    Schedule IV   Page 1 of 2


Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended March 31, 2005

Payee

  Amount Paid
  Check Date
BEDFORD COUNTY COL   $ 112   03/25/05
BEDFORD COUNTY TREASURER     208   03/02/05
BEREA CITY TREASURE     275   03/25/05
BLACKBURN CENTER, LLC     433   03/25/05
BREATHITT COUNTY TREASURER     18,009   03/24/05
CAL & JOANNE FAMILY LTD PRTNRSP     200   03/23/05
CITY OF LOCKPORT     13,598   03/25/05
CITY OF STAUNTON     60   03/24/05
COLUMBUS COUNTY     48   03/03/05
COSHOCTON COUNTY TREASURER     2,685   03/11/05
COUNTY OF ALLEGHENY     1,525   03/24/05
COUNTY OF ALLEGHENY     807   03/25/05
DARLINGTON COUNTY     431   03/14/05
DEPARTMENT OF MOTOR VEHICLES     74   03/01/05
DICK LARSEN TREASURER     32,471   03/16/05
DILLON COUNTY TREASURER     310   03/25/05
DORIS LAWTON     936   03/01/05
DORIS LAWTON     936   03/14/05
DORIS LAWTON     170   03/30/05
DUNMORE BOROUGH TAX COLLECTOR     1,393   03/25/05
EASTLAKE COMMERCIAL     61   03/23/05
FORSYTH COUNTY TAX COLLECTOR     151   03/16/05
GE CAPITAL FLEET SERVICES     6,040   03/09/05
GECFS BY APEX AS AGENT     6,568   03/10/05
GUERNSEY COUNTY TREASURER     796   03/02/05
HAMMONDSPORT VILLAGE     1,265   03/11/05
ISKALO REAL ESTATE     4,904   03/15/05
JAMES S. HENDERSON     991   03/04/05
JESSAMINE COUNTY SHERIFF     19,116   03/24/05
KATHRYN R SHERMAN     1,134   03/10/05
KESSLER HOMES INC     298   03/26/05
KIR TEMECULA L.P.     105   03/25/05
LAKE VIEW TOWN     40   03/11/05
LARRY SCHREDER     991   03/09/05
LAUREL OF DUBOIS     359   03/10/05
LOS ANGELES COUNTY     88   03/25/05
LOS ANGELES COUNTY     2,336   03/29/05
LYKENS BORO & DAUPHIN COUNTY     978   03/25/05
MARLIN LEASING     72   03/10/05

42


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

    Schedule IV   Page 2 of 2


Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended March 31, 2005

Payee

  Amount Paid
  Check Date
MCKEAN COUNTY/OTTO TOWNSHIP   135   03/25/05
MCKEAN COUNTY COLLECTOR   10,947   03/25/05
MCKEAN COUNTY/ELDRED BOROUGH   432   03/25/05
MCKEAN COUNTY/MT.J   179   03/25/05
MCKEAN COUNTY/SMETHPORT BOROU   378   03/25/05
MCKEAN COUNTY/WET   58   03/25/05
MEDINA COUNTY   289   03/24/05
NEWPORT TOWN NH   726   03/02/05
NORTH MIDDLETOWN TREASURER   316   03/24/05
PAULDING COUNTY TREASURER   254   03/24/05
PERRYVILLE CITY   248   03/02/05
PICKAWAY COUNTY TREASURER   970   03/24/05
PITNEY BOWES CREDIT CORPORATION   23   03/02/05
PITNEY BOWES CREDIT CORPORATION   38   03/17/05
PROPERTY TAX ACCOUNTING   49,709   03/04/05
PROPERTY TAX ACCOUNTING   9,598   03/26/05
RITE AID CORORATION   252   03/23/05
ROBERT R WANTZ   1,392   03/25/05
ROSS COUNTY TREASURER   200   03/11/05
ROSS COUNTY TREASURER   4,335   03/24/05
RUSSELL CITY TAX COLLECTOR   3,124   03/11/05
SACRAMENTO CITY TAX COLLECTOR   281   03/02/05
SSD SYSTEMS   7   03/30/05
SUNFLOWER COUNTY   181   03/09/05
SURRY TOWN   143   03/25/05
TOWN OF AMESBURY   1,071   03/30/05
TOWN OF CANAJOHARIE   857   03/24/05
TOWN OF DOVER-FOXCROFT   1,032   03/11/05
TOWN OF PLYMOUTH   738   03/11/05
TSC, LC   435   03/01/05
TSC, LC   435   03/30/05
WASHINGTON COUNTY TREASURER   51   03/24/05
WISE TOWN TAX COLLECTOR   32   03/24/05
TOTAL   209,840    

43


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

    Schedule V   Page 1 of 5


Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
ALABAMA DEPARTMENT OF REVENUE   Gross Receipts Tax   $ 209   03/16/05
ARIZONA DEPARTMENT OF REVENUE   Sales Tax     18   03/14/05
ASHLAND INDEPENDENT BOARD OF   Utility Tax     10,149   03/17/05
BATH COUNTY SCHOOL D   Utility Tax     568   03/17/05
BEREA INDEPENDENT SCHOOL DIST   Utility Tax     1,572   03/17/05
BOARD OF EQUALIZATION   Gross Receipts Tax     131   03/17/05
BOARD OF EQUALIZATION   Sales Tax     8   03/21/05
BOARD OF EQUALIZATION   Sales Tax     23   03/24/05
BOURBON COUNTY SCHOOL   Utility Tax     329   03/17/05
BOYD COUNTY SCHOOL D   Gross Receipts Tax     7   03/17/05
BOYD COUNTY SCHOOL D   Utility Tax     3,070   03/17/05
BOYLE COUNTY SCHOOL DISTRICT   Utility Tax     1,542   03/17/05
BREATHITT COUNTY SCH   Utility Tax     921   03/17/05
BRECKINRIDGE COUNTY BOARD OF   Utility Tax     647   03/17/05
BURGIN EDUCATION BO   Utility Tax     326   03/17/05
BUTLER COUNTY SCHOOL DISTRICT   Utility Tax     55   03/17/05
CALIFORNIA HIGH COST FUND—A   Gross Receipts Tax     31   03/09/05
CALIFORNIA HIGH COST FUND—B   Sales Tax     474   03/09/05
CALIFORNIA TELECONNECT FUND   Sales Tax     30   03/09/05
CARTER COUNTY SCHOOL   Utility Tax     676   03/17/05
CITY OF ARCADIA   Gross Receipts Tax     6   03/16/05
CITY OF BALDWIN PARK   Utility Tax     4,256   03/11/05
CITY OF BALDWIN PARK   Gross Receipts Tax     5   03/16/05
CITY OF BEAUMONT   Utility Tax     2,582   03/11/05
CITY OF BRAWLEY   Utility Tax     7,674   03/11/05
CITY OF BRAWLEY   Gross Receipts Tax     7   03/16/05
CITY OF CHARLOTTSVILLE   Utility Tax     53,044   03/14/05
CITY OF COLORADO SPRINGS   Sales Tax     127   03/11/05
CITY OF COLTON   Utility Tax     7,525   03/11/05
CITY OF COLTON   Utility Tax     289   03/14/05
CITY OF CULVER CITY   Gross Receipts Tax     10   03/16/05
CITY OF DESERT HOT SPRINGS   Gross Receipts Tax     8   03/16/05
CITY OF FONTANA   Utility Tax     285   03/11/05
CITY OF HERMOSA BEACH   Utility Tax     21,386   03/11/05
CITY OF HOLTVILLE   Utility Tax     1,771   03/11/05
CITY OF INGLEWOOD   Gross Receipts Tax     6   03/16/05
CITY OF LA HABRA   Utility Tax     26,477   03/11/05
CITY OF LA HABRA   Gross Receipts Tax     27   03/16/05
CITY OF LONG BEACH   Gross Receipts Tax     7   03/16/05
CITY OF LOS ANGELES   Gross Receipts Tax     477   03/16/05
CITY OF MORENO VALLEY   Utility Tax     54,279   03/11/05
CITY OF MORENO VALLEY   Gross Receipts Tax     29   03/16/05

44


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

    Schedule V   Page 2 of 5


Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
CITY OF NORWALK   Gross Receipts Tax   5   03/16/05
CITY OF PICO RIVERA   Utility Tax   8,691   03/11/05
CITY OF PICO RIVERA   Gross Receipts Tax   6   03/16/05
CITY OF PLACENTIA   Utility Tax   15,410   03/11/05
CITY OF PLACENTIA   Gross Receipts Tax   7   03/16/05
CITY OF PORT HUENEME   Utility Tax   8,925   03/11/05
CITY OF PORT HUENEME   Gross Receipts Tax   6   03/16/05
CITY OF PULLMAN   Gross Receipts Tax   12   03/09/05
CITY OF REDONDO BEACH   Gross Receipts Tax   45   03/16/05
CITY OF REDONDO BEACH CA   Utility Tax   45,725   03/11/05
CITY OF RIALTO   Utility Tax   35,664   03/11/05
CITY OF SAN BERNARDINO   Utility Tax   62,196   03/11/05
CITY OF SAN BERNARDINO   Gross Receipts Tax   6   03/16/05
CITY OF SAN BUENAVENTURA   Utility Tax   35,259   03/11/05
CITY OF SANTA ANA   Gross Receipts Tax   16   03/16/05
CITY OF SANTA MONICA   Utility Tax   143,360   03/11/05
CITY OF SANTA MONICA   Gross Receipts Tax   138   03/16/05
CITY OF SEAL BEACH   Gross Receipts Tax   21   03/16/05
CITY OF SIERRA MADRE   Gross Receipts Tax   7   03/16/05
CITY OF VENTURA   Gross Receipts Tax   10   03/16/05
CITY OF WAYNESBORO   Utility Tax   27,326   03/14/05
CITY OF WHITTIER   Gross Receipts Tax   6   03/16/05
CITY OF WINCHESTER   Utility Tax   131   03/14/05
CLOVERPORT BOARD OF EDUCATION   Utility Tax   234   03/17/05
COLORADO DEPARTMENT OF REVENUE   Gross Receipts Tax   141   03/11/05
COLORADO DEPARTMENT OF REVENUE   Sales Tax   591   03/11/05
COLORADO DEPT OF REVENUE   Sales Tax   2,674   03/21/05
COMPTROLLER OF MARYLAND   Sales Tax   6,675   03/21/05
COMPTROLLER OF MD   Sales Tax   8,183   03/21/05
CONNECTICUT DEPT OF REVENUE   Sales Tax   352,558   03/30/05
COUNTY OF MONTGOMERY   Utility Tax   8,315   03/11/05
DANVILLE INDEPENDENT SCHOOL DIS   Utility Tax   4,617   03/17/05
DAVIESS CO BOARD OF EDUCATION   Gross Receipts Tax   9   03/17/05
DAVIESS CO BOARD OF EDUCATION   Utility Tax   17,071   03/17/05
DEAF TRUST   Sales Tax   58   03/09/05
ELLIOTT COUNTY SCHOO   Utility Tax   90   03/17/05
FLORIDA DEPT OF REVENUE   Gross Receipts Tax   49,795   03/21/05
FLORIDA DEPT OF REVENUE   Sales Tax   140,433   03/21/05
FLORIDA DEPT OF REVENUE   Telecommunications Tax   3,464,355   03/21/05
FRANKLIN COUNTY SCHOOL DISTRICT   Utility Tax   105   03/17/05
GARRARD COUNTY SCHOOL DISTRICT   Utility Tax   478   03/17/05
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   89   03/09/05

45


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

    Schedule V   Page 3 of 5


Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   16,380   03/21/05
HANCOCK COUNTY BOARD OF   Utility Tax   716   03/17/05
HARLAN COUNTY SCHOOL   Utility Tax   221   03/17/05
HARRISON COUNTY SCHOOL DISTRICT   Utility Tax   2,449   03/17/05
HARRODSBURG BOARD OF EDUCATION   Utility Tax   2,667   03/17/05
HENDERSON CO BOARD OF EDUCATION   Utility Tax   2,404   03/17/05
IDAHO STATE TAX COMMISSION   Sales Tax   5,398   03/10/05
IDAHO UNIVERSAL SERV   Gross Receipts Tax   27   03/16/05
INDIANA DEPT OF REVENUE   Sales Tax   1,923   03/09/05
INDIANA DEPT OF REVENUE   Sales Tax   19,479   03/21/05
INTERNAL REVENUE SERVICE   Federal Excise Tax   38,931   03/10/05
JACKSON INDEPENDENT SCHOOLS   Utility Tax   445   03/17/05
JESSAMINE COUNTY BOARD OF EDUCA   Utility Tax   4,936   03/18/05
KANSAS DEPT OF REVENUE   Sales Tax   16,677   03/25/05
KENTUCKY REVENUE CABINET   Sales Tax   3,565   03/18/05
LAUREL COUNTY SCHOOL   Utility Tax   11,979   03/17/05
LEE COUNTY SCHOOL DI   Utility Tax   936   03/17/05
LESLIE COUNTY SCHOOL   Utility Tax   926   03/17/05
LETCHER COUNTY BOARD OF EDUCATI   Utility Tax   767   03/17/05
LEWIS COUNTY BOARD OF   Utility Tax   861   03/17/05
LEWIS COUNTY SCHOOL   Utility Tax   115   03/17/05
LINCOLN COUNTY BOARD OF EDUCATI   Utility Tax   1,248   03/17/05
LOGAN COUNTY SCHOOL DISTRICT   Utility Tax   32   03/17/05
MADISON COUNTY SCHOOL DISTRICT   Gross Receipts Tax   19   03/17/05
MADISON COUNTY SCHOOL DISTRICT   Utility Tax   13,168   03/17/05
MAINE REVENUE SERVICES   Sales Tax   5,320   03/15/05
MARION COUNTY SCHOOL   Utility Tax   1,376   03/17/05
MASS DEPT OF REVENUE   Sales Tax   8,612   03/18/05
MCLEAN COUNTY SCHOOL DISTRICT   Utility Tax   673   03/17/05
MENIFEE COUNTY SCHOO   Utility Tax   232   03/17/05
MERCER COUNTY SCHOOL DISTRICT   Utility Tax   1,763   03/17/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   5,965   03/09/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   36,537   03/11/05
MORGAN COUNTY SCHOOL   Utility Tax   444   03/17/05
NECA TRS   Federal USF   2,266   03/16/05
NECA VUSF   Gross Receipts Tax   222   03/14/05
NELSON COUNTY BOARD OF EDUCATIO   Utility Tax     03/17/05
NELSON COUNTY BOARD OF EDUCATIO   Utility Tax   1,287   03/21/05
NEUSTAR INC   Federal USF   804   03/16/05
NEW JERSEY SALES TAX   Sales Tax   459   03/21/05
NICHOLAS COUNTY SCHO   Utility Tax   356   03/17/05
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   404   03/09/05

46


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

    Schedule V   Page 4 of 5


Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   17,786   03/14/05
NYS CORPORATION TAX   Gross Receipts Tax   577   03/09/05
NYS SALES TAX PROCESSING   Gross Receipts Tax   89   03/16/05
NYS SALES TAX PROCESSING   Sales Tax   16,097   03/16/05
NYS SALES TAX PROCESSING   Sales Tax   5,438   03/17/05
OFFICE OF REGULATIONS   Gross Receipts Tax   232   03/21/05
OHIO COUNTY SCHOOL DISTRICT   Utility Tax   20   03/17/05
OKLAHOMA TAX COMMISSION   Sales Tax   486   03/08/05
OWENSBORO BOARD OF EDUCATION   Utility Tax   11,807   03/17/05
OWSLEY COUNTY BOARD OF EDUCATIO   Utility Tax   352   03/17/05
PA DEPARTMENT OF REVENUE   Gross Receipts Tax   119,769   03/15/05
PA DEPARTMENT OF REVENUE   Sales Tax   208,167   03/21/05
PARIS INDEPENDENT SCHOOLS   Utility Tax   1,820   03/17/05
PERRY COUNTY SCHOOL   Utility Tax   228   03/17/05
PETERSBURG CITY O(T)   Utility Tax   19,701   03/09/05
POWELL COUNTY SCHOOL   Utility Tax   911   03/17/05
ROCKCASTLE COUNTY SCHOOL   Utility Tax   493   03/17/05
RUSSELL INDEPENDENT   Utility Tax   5,976   03/17/05
SCOTT COUNTY SCHOOL   Utility Tax   5,495   03/17/05
SOUTH CAROLINA DEPARTMENT OF   Sales Tax   56,583   03/21/05
STATE DEPT OF ASSESSMENTS &   Gross Receipts Tax   723   03/03/05
STATE OF NEW HAMPSHIRE   Utility Tax   97,613   03/08/05
STATE OF NEW HAMPSHIRE   Gross Receipts Tax   1,268   03/09/05
STATE OF OHIO, TREASURER   Sales Tax   60,018   03/25/05
STATE TAX DEPARTMENT   Sales Tax   119,070   03/17/05
TENNESSEE DEPT OF REVENUE   Sales Tax   62,156   03/21/05
TOWN OF ALBION   Utility Tax   259   03/16/05
TOWN OF BLACKSBURG   Utility Tax   15,388   03/11/05
TOWN OF MT CRESTED BUTTE   Utility Tax   1,605   03/09/05
TOWN OF SOUTH BOSTON   Utility Tax   4,390   03/09/05
TREASURER OF STATE OF OHIO   Sales Tax   16,129   03/23/05
TREASURER STATE OF OHIO   Sales Tax   19,203   03/21/05
TREASURER STATE OF OHIO   Sales Tax   77,277   03/23/05
UNION COUNTY SCHOOL DISTRICT   Utility Tax   2,938   03/17/05
UNIVERSAL LIFETIME TELEPHONE SE   Gross Receipts Tax   214   03/09/05
UNIVERSAL SERVICE ADMINSTRATIVE   Federal USF   34,937   03/09/05
VERMONT DEPT OF TAXES   Sales Tax   342,641   03/21/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax   3,046   03/11/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax   9,813   03/14/05
WASHINGTON COUNTY BOARD OF EDU   Utility Tax   502   03/17/05

47


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

    Schedule V   Page 5 of 5


Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended March 31, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
WASHINGTON DEPT OF REVENUE   Sales Tax     3,985   03/16/05
WEBSTER COUNTY BOARD OF   Utility Tax     642   03/17/05
WEST VIRGINIA STATE TAX DEPT   Sales Tax     176,588   03/18/05
WOLFE COUNTY SCHOOL   Utility Tax     269   03/17/05
WOODFORD COUNTY BOARD OF ED   Utility Tax     2,804   03/17/05
       
   
  Total       $ 6,379,000    
       
   

48


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

    Schedule VI   Page 1 of 6


Court Reporting schedules for Cash Disbursements
for the Month Ended March 31, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
 
ACC CABLE COMMUNICATIONS FL-VA, LLC   081-02-41904   02-41904   $ 3,849,594  
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     1,096  
ACC OPERATIONS, INC.   081-02-41956   02-41956     210,908  
ACC TELECOMMUNICATIONS HOLDINGS LLC   081-02-41864   02-41864      
ACC TELECOMMUNICATIONS LLC   081-02-41863   02-41863     463,141  
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     2,781,486  
ADELPHIA ARIZONA, INC.   081-02-41859   02-41859      
ADELPHIA BLAIRSVILLE, LLC   081-02-41735   02-41735      
ADELPHIA CABLE PARTNERS, LP   081-02-41902   02-41902     7,306,435  
ADELPHIA CABLEVISION ASSOCIATES, LP   081-02-41913   02-41913     365,852  
ADELPHIA CABLEVISION CORP.   081-02-41752   02-41752     1,479,453  
ADELPHIA CABLEVISION OF BOCA RATON, LLC   081-02-41751   02-41751     2,617  
ADELPHIA CABLEVISION OF FONTANA, LLC   081-02-41755   02-41755      
ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC   081-02-41754   02-41754     9,219  
ADELPHIA CABLEVISION OF NEW YORK, INC.   081-02-41892   02-41892     4,066,622  
ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC   081-02-41947   02-41947     2,124  
ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC   081-02-41781   02-41781     1,961  
ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC   081-02-41946   02-41946     9,993  
ADELPHIA CABLEVISION OF SAN BERNANDINO, LLC   081-02-41753   02-41753      
ADELPHIA CABLEVISION OF SANTA ANA, LLC   081-02-41831   02-41831     (4,945 )
ADELPHIA CABLEVISION OF SEAL BEACH, LLC   081-02-41757   02-41757     547  
ADELPHIA CABLEVISION OF SIMI VALLEY, LLC   081-02-41830   02-41830     4,285  
ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC   081-02-41943   02-41943      
ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC   081-02-41783   02-41783     446  
ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC   081-02-41766   02-41766     2,202  
ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC   081-02-41764   02-41764     192  
ADELPHIA CABLEVISION, LLC   081-02-41858   02-41858     84,255,676  
ADELPHIA CALIFORNIA CABLEVISION, LLC   081-02-41942   02-41942     55,838,519  
ADELPHIA CENTRAL PENNSYLVANIA, LLC   081-02-41950   02-41950     11,084,997  
ADELPHIA CLEVELAND, LLC   081-02-41793   02-41793     1,298,390  
ADELPHIA COMMUNICATIONS CORPORATION   081-02-41729   02-41729     117,505  
ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.   081-02-41857   02-41857      
ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC   081-02-41748   02-41748     7,563  
ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC   081-02-41817   02-41817     3,394  
ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC   081-02-41749   02-41749     803  
ADELPHIA COMPANY OF WESTERN CONNECTICUT   081-02-41801   02-41801     4,305,924  
ADELPHIA GENERAL HOLDINGS III, LLC   081-02-41854   02-41854      

49


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

    Schedule VI   Page 2 of 6


Court Reporting schedules for Cash Disbursements
for the Month Ended March 31, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
ADELPHIA GP HOLDINGS, LLC   081-02-41829   02-41829  
ADELPHIA GS CABLE, LLC   081-02-41908   02-41908   732
ADELPHIA HARBOR CENTER HOLDINGS LLC   081-02-41853   02-41853   210
ADELPHIA HOLDINGS 2001, LLC   081-02-41926   02-41926  
ADELPHIA INTERNATIONAL II, LLC   081-02-41856   02-41856   210
ADELPHIA INTERNATIONAL III, LLC   081-02-41855   02-41855   210
ADELPHIA MOBILE PHONES, INC.   081-02-41852   02-41852   550
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   3,523
ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.   081-02-41939   02-41939   68,125
ADELPHIA TELECOMMUNICATIONS, INC.   081-02-41851   02-41851   2,575,230
ADELPHIA WELLSVILLE, LLC   081-02-41850   02-41850  
ADELPHIA WESTERN NEW YORK HOLDINGS, LLC   081-02-41849   02-41849   210
ARAHOVA COMMUNICATIONS, INC.   081-02-41815   02-41815   1,030
ARAHOVA HOLDINGS, LLC   081-02-41893   02-41893   210
BADGER HOLDING CORP   081-02-41792   02-41792  
BETTER TV INC. OF BENNINGTON   081-02-41914   02-41914   425,347
BLACKSBURG/SALEM CABLEVISION, INC.   081-02-41759   02-41759   1,014,490
BRAZAS COMMUNICATIONS, INC.   081-02-41804   02-41804   1,096
BUENAVISION TELECOMMUNICATIONS, INC.   081-02-41938   02-41938   552,286
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   230,244
CENTURY ADVERTISING, INC.   081-02-41731   02-41731  
CENTURY ALABAMA CORP   081-02-41889   02-41889   239,534
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   371,872
CENTURY CABLE HOLDING CORP   081-02-41814   02-41814   92,136
CENTURY CABLE HOLDINGS, LLC   081-02-41812   02-41812   18,334,132
CENTURY CABLE MANAGEMENT CORPORATION   081-02-41887   02-41887   298,717
CENTURY CABLE OF SOUTHERN CALIFORNIA   081-02-41745   02-41745  
CENTURY CABLEVISION HOLDINGS, LLC   081-02-41936   02-41936   1,750,731
CENTURY CAROLINA CORP   081-02-41886   02-41886   763,287
CENTURY COLORADO SPRINGS CORP   081-02-41736   02-41736   194,968
CENTURY COLORADO SPRINGS PARTNERSHIP   081-02-41774   02-41774   6,983,814
CENTURY COMMUNICATIONS CORPORATION   081-02-12834   02-12834   1,815,842
CENTURY CULLMAN CORP   081-02-41888   02-41888   594,249

50


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

    Schedule VI   Page 3 of 6


Court Reporting schedules for Cash Disbursements
for the Month Ended March 31, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
CENTURY ENTERPRISE CABLE CORP   081-02-41890   02-41890   498,971
CENTURY EXCHANGE, LLC   081-02-41744   02-41744   210
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   2,575,677
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   40,718
CENTURY ISLAND CABLE TELEVISION CORP   081-02-41772   02-41772  
CENTURY KANSAS CABLE TELEVISION CORP   081-02-41884   02-41884   205,811
CENTURY LYKENS CABLE CORP   081-02-41883   02-41883   218,670
CENTURY MENDOCINO CABLE TELEVISION, INC.   081-02-41780   02-41780   818,007
CENTURY MISSISSIPPI CORP   081-02-41882   02-41882   457,228
CENTURY MOUNTAIN CORP   081-02-41797   02-41797   300,813
CENTURY NEW MEXICO CABLE TELEVISION CORP.   081-02-41784   02-41784  
CENTURY NORWICH CORP   081-02-41881   02-41881   1,074,556
CENTURY OHIO CABLE TELEVISION CORP   081-02-41811   02-41811   866,876
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   180,255
CENTURY VIRGINIA CORP   081-02-41796   02-41796   672,615
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   120,593
CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP   081-02-41743   02-41743   640
CENTURY-TCI CALIFORNIA, LP   081-02-41741   02-41741   51,191,882
CENTURY-TCI HOLDINGS, LLC   081-02-41742   02-41742   1,010
CHELSEA COMMUNICATIONS, INC.   081-02-41923   02-41923   1,910
CHELSEA COMMUNICATIONS, LLC   081-02-41924   02-41924   16,667,581
CHESTNUT STREET SERVICES, LLC   081-02-41842   02-41842  
CLEAR CABLEVISION, INC.   081-02-41756   02-41756  
CMA CABLEVISION ASSOCIATES VII, LP   081-02-41808   02-41808   468,022
CMA CABLEVISION ASSOCIATES XI, LP   081-02-41807   02-41807   125,677
CORAL SECURITY, INC   081-02-41895   02-41895  
COWLITZ CABLEVISION, INC.   081-02-41877   02-41877   759,029

51


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

    Schedule VI   Page 4 of 6


Court Reporting schedules for Cash Disbursements
for the Month Ended March 31, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
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   210
EASTERN VIRGINIA CABLEVISION, LP   081-02-41800   02-41800   740,456
EMPIRE SPORTS NETWORK, LP   081-02-41844   02-41844   176,586
FAE CABLE MANAGEMENT CORP   081-02-41734   02-41734  
FOP INDIANA, LP   081-02-41816   02-41816   278,829
FRONTIERVISION ACCESS PARTNERS, LLC   081-02-41819   02-41819   2,332,567
FRONTIERVISION CABLE NEW ENGLAND, INC.   081-02-41822   02-41822   1,273,838
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   210
FRONTIERVISION HOLDINGS, LP   081-02-41826   02-41826   210
FRONTIERVISION OPERATING PARTNERS, LLC   081-02-41825   02-41825   210
FRONTIERVISION OPERATING PARTNERS, LP   081-02-41821   02-41821   31,863,517
FRONTIERVISION PARTNERS, LP   081-02-41828   02-41828   210
FT MYERS CABLEVISION, LLC   081-02-41948   02-41948  
FT. MYERS ACQUISITION LIMITED PARTNERSHIP   081-02-41949   02-41949   1,199
GENESIS CABLE COMMUNICATIONS SUBSIDIARY, LLC   081-02-41903   02-41903  
GLOBAL ACQUISITION PARTNERS, LP   081-02-41933   02-41933   2,454,379
GLOBAL CABLEVISION II, LLC   081-02-41934   02-41934   210
GRAFTON CABLE COMPANY   081-02-41788   02-41788  
GS CABLE, LLC   081-02-41907   02-41907  
GS TELECOMMUNICATIONS LLC   081-02-41906   02-41906  
HARRON CABLEVISION OF NEW HAMPSHIRE, INC.   081-02-41750   02-41750   2,545,975
HUNTINGTON CATV, INC.   081-02-41765   02-41765  
IMPERIAL VALLEY CABLEVISION, INC.   081-02-41876   02-41876   1,080,042
KALAMAZOO COUNTY CABLEVISION, INC.   081-02-41922   02-41922  
KEY BISCAYNE CABLEVISION   081-02-41898   02-41898   180,083
KOOTENAI CABLE, INC.   081-02-41875   02-41875   1,207,824
LAKE CHAMPLAIN CABLE TELEVISION CORPORATION   081-02-41911   02-41911   303,846
LEADERSHIP ACQUISITION LIMITED PARTNERSHIP   081-02-41931   02-41931  
LOUISA CABLEVISION, INC.   081-02-41760   02-41760   36,241
MANCHESTER CABLEVISION, INC.   081-02-41758   02-41758   550
MARTHA'S VINEYARD CABLEVISION, LP   081-02-41805   02-41805   385,295
MERCURY COMMUNICATIONS, INC.   081-02-41840   02-41840   57,210
MICKELSON MEDIA OF FLORIDA, INC.   081-02-41874   02-41874   669,067
MICKELSON MEDIA, INC.   081-02-41782   02-41782   223,407
MONTGOMERY CABLEVISION, INC.   081-02-41848   02-41848  
MONUMENT COLORADO CABLEVISION, INC.   081-02-41932   02-41932   650

52


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

    Schedule VI   Page 5 of 6


Court Reporting schedules for Cash Disbursements
for the Month Ended March 31, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
MOUNTAIN CABLE COMMUNICATIONS CORPORATION   081-02-41916   02-41916  
MOUNTAIN CABLE COMPANY, LP   081-02-41909   02-41909   6,072,386
MT. LEBANON CABLEVISION, INC   081-02-41920   02-41920  
MULTI-CHANNEL TV CABLE COMPANY   081-02-41921   02-41921   658,421
NATIONAL CABLE ACQUISITION ASSOCIATES, LP   081-02-41952   02-41952   3,505,064
OLYMPUS CABLE HOLDINGS, LLC   081-02-41925   02-41925   7,983,665
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   1,050
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   3,810,335
PAGE TIME, INC.   081-02-41839   02-41839   1,497
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, LP   081-02-41846   02-41846   371,125
PARNASSOS HOLDINGS, LLC   081-02-41845   02-41845  
PARNASSOS, LP   081-02-41843   02-41843   23,609,799
PERICLES COMMUNICATIONS CORPORATION   081-02-41919   02-41919  
PULLMAN TV CABLE CO., INC.   081-02-41873   02-41873   531,412
RENTAVISION OF BRUNSWICK, INC.   081-02-41872   02-41872   352,169
RICHMOND CABLE TELEVISION CORPORATION   081-02-41912   02-41912   170,465
RIGPAL COMMUNICATIONS, INC.   081-02-41917   02-41917  
ROBINSON/PLUM CABLEVISION, LP   081-02-41927   02-41927   905,966
S/T CABLE CORPORATION   081-02-41791   02-41791  
SABRES, INC.   081-02-41838   02-41838  
SCRANTON CABLEVISION, INC.   081-02-41761   02-41761   2,503,522
SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.   081-02-41767   02-41767  
SOUTHEAST FLORIDA CABLE, INC.   081-02-41900   02-41900   19,302,992
SOUTHWEST COLORADO CABLE INC.   081-02-41769   02-41769   224,839
SOUTHWEST VIRGINIA CABLE, INC.   081-02-41833   02-41833   1,125,291
STAR CABLE INC.   081-02-41787   02-41787  
STARPOINT, LIMITED PARTNERSHIP   081-02-41897   02-41897   614,070
SVHH CABLE ACQUISITION, LP   081-02-41836   02-41836   1,398,314
SVHH HOLDINGS, LLC   081-02-41837   02-41837  
TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE   081-02-41798   02-41798   374,963
TELE-MEDIA COMPANY OF TRI-STATES, LP   081-02-41809   02-41809  
TELE-MEDIA INVESTMENT PARTNERSHIP, LP   081-02-41951   02-41951   1,438,385
TELESAT ACQUISITION LIMITED PARTNERSHIP   081-02-41929   02-41929  
TELESAT ACQUISITION, LLC   081-02-41871   02-41871   3,932,768

53


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

    Schedule VI   Page 6 of 6


Court Reporting schedules for Cash Disbursements
for the Month Ended March 31, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
THE GOLF CLUB AT WENDING CREEK FARMS, LLC   081-02-41841   02-41841     210
THE MAIN INTERNETWORKS, INC.   081-02-41818   02-41818    
THE WESTOVER TV CABLE CO., INC.   081-02-41786   02-41786    
THREE RIVERS CABLE ASSOCIATES, LP   081-02-41910   02-41910     1,270,865
TIMOTHEOS COMMUNICATIONS, LP   081-02-41901   02-41901     210
TMC HOLDINGS CORPORATION   081-02-41803   02-41803     210
TMC HOLDINGS, LLC   081-02-41802   02-41802    
TRI-STATES, LLC   081-02-41810   02-41810     210
UCA LLC   081-02-41834   02-41834     12,572,444
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     177,273
VAN BUREN COUNTY CABLEVISION, INC.   081-02-41832   02-41832     769
WARRICK CABLEVISION, INC   081-02-41866   02-41866    
WARRICK INDIANA, LP   081-02-41865   02-41865     237,102
WELLSVILLE CABLEVISION, LLC   081-02-41806   02-41806     477,182
WEST BOCA ACQUISITION LIMITED PARTNERSHIP   081-02-41899   02-41899     1,799,167
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     185,485
YOUNG'S CABLE TV CORP   081-02-41915   02-41915     462,330
YUMA CABLEVISION, INC.   081-02-41868   02-41868     1,393,174
           
TOTAL           $ 434,303,685
           

54


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

    Schedule VII   Page 1 of 2


Court Reporting schedules for Insurance Coverage

Coverage**

  Company
  Policy No.
  Term
Commercial Property   Lexington, C N A, RSUI   7474233; 1098648388; 335349   05/16/04-05/16/05

Commercial General Liability

 

AIG (American Home Assurance Co)

 

4806343, 4806117, 4806148

 

05/16/04-05/16/05

Commercial Automobile Liability

 

AIG (American Home Assurance Co)

 

MA—5189088 VA—5189089
TX—5189090
All other states—5189087

 

05/16/04-05/16/05

Excess Automobile Liability

 

AIG (Lexington)

 

All States—4261364

 

05/16/04-05/16/05

Worker's Compensation

 

AIG (New Hampshire Ins. Co., AI South Insurance Co., National Union Fire Insurance Co. of VT, and Ins. Co. State of PA)

 

All states except monopolistic policy numbers 5212710, 5212711, 5212712, 5212713

 

05/16/04-05/16/05
 
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.)

 

PHR073190

 

10/15/04-10/15/05

Employment Practices Liability

 

AXIS Reinsurance Co.

 

RBN505212

 

03/18/05-03/18/06

55


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

    Schedule VII   Page 2 of 2


Court Reporting schedules for Insurance Coverage

Coverage**

  Company
  Policy No.
  Term
Aircraft Policy   AIG (National Union Fire Insurance Co.)   GM3380176-02   11/01/04-11/01/05

Umbrella Liability

 

Zurich (American Guarantee & Liability Insurance Co.)

 

AUC937411601

 

05/16/04-05/16/05

Excess Umbrella Liability

 

XL, St. Paul, Zurich

 

US00006683L104A, Q16400089, AEC380810300

 

05/16/04-05/16/05

Special Crime

 

Liberty Insurance Underwriters

 

180933013

 

12/19/04-12/31/05

New York Disability

 

Cigna

 

NYD 074487

 

07/01/04-12/31/05

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.

 

554-43-87

 

05/16/04-05/16/05

Media Professional Liability

 

ACE (Illinois Union Insurance Company)

 

EON G21640104 002

 

01/22/04-04/01/05

*
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.

56




QuickLinks

ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) UNAUDITED CONSOLIDATED BALANCE SHEET (Dollars in thousands, except share data)
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts)
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
ADELPHIA COMMUNICATIONS CORPORATION, et. al. (DEBTORS-IN-POSSESSION) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Summary
Court Reporting schedules for Payroll Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Payroll Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended March 31, 2005
Court Reporting schedules for Real Estate and Personal Property Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Real Estate and Personal Property Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended March 31, 2005
Court Reporting schedules for Cash Disbursements for the Month Ended March 31, 2005
Court Reporting schedules for Cash Disbursements for the Month Ended March 31, 2005
Court Reporting schedules for Cash Disbursements for the Month Ended March 31, 2005
Court Reporting schedules for Cash Disbursements for the Month Ended March 31, 2005
Court Reporting schedules for Cash Disbursements for the Month Ended March 31, 2005
Court Reporting schedules for Cash Disbursements for the Month Ended March 31, 2005
Court Reporting schedules for Insurance Coverage
Court Reporting schedules for Insurance Coverage
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