EX-99.1 2 a2161200zex-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 June 30, 2005 **

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

Willkie Farr & Gallagher LLP
(Debtors' Attorneys)

Monthly Operating Income: $25,302
($ 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: July 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)

 
  June 30, 2005
 
ASSETS:        
Current assets:        
  Cash and cash equivalents   $ 306,744  
  Restricted cash     28,185  
  Accounts receivables, net     107,769  
  Other current assets     187,250  
   
 
    Total current assets     629,948  
   
 
Noncurrent assets:        
  Restricted cash     3,079  
  Investments in equity affiliates     225,696  
  Receivable from Non-Filing Entities     775,908  
  Property and equipment, net     4,230,192  
  Intangible assets, net     7,344,925  
  Other noncurrent assets, net     90,880  
   
 
      Total assets   $ 13,300,628  
   
 
LIABILITIES AND STOCKHOLDERS' EQUITY:        
Current liabilities:        
  Accounts payable   $ 92,119  
  Subscriber advance payments and deposits     30,494  
  Accrued liabilities     528,477  
  Deferred income     25,966  
  Current portion of parent and subsidiary debt     727,786  
   
 
    Total current liabilities     1,404,842  
   
 
Noncurrent liabilities:        
  Other liabilities     34,890  
  Deferred income     73,426  
  Deferred income taxes     864,414  
   
 
    Total noncurrent liabilities     972,730  

Liabilities subject to compromise

 

 

18,465,898

 
   
 
      Total liabilities     20,843,470  
   
 
Minority's interest in equity of subsidiary     87,372  

Stockholders' equity:

 

 

 

 
  Series preferred stock     397  
  Class A and Class B common stock, $.01 par value, 1,500,000,000 shared authorized, 254,842,636 shares issued and outstanding     2,548  
  Additional paid-in capital     9,567,026  
  Accumulated other comprehensive income     28  
  Accumulated deficit     (17,172,276 )
  Treasury stock, at cost     (27,937 )
   
 
    Total stockholders' equity     (7,630,214 )
   
 
      Total liabilities and stockholders' equity   $ 13,300,628  
   
 

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
June 30, 2005

  Thirty-six
Months Ended
June 30, 2005

 
Revenue   $ 349,899   $ 11,195,256  

Cost and expenses:

 

 

 

 

 

 

 
  Direct operating and programming     219,059     7,254,622  
  Selling, general and administrative     23,981     837,888  
  Investigation and re-audit related fees     771     219,651  
  Depreciation and amortization     80,786     3,400,553  
  Impairment of long-lived assets         2,096,913  
  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         (8,595 )
   
 
 
    Total costs and expenses     324,597     13,856,960  
   
 
 
Operating income (loss)     25,302     (2,661,704 )

Other expense:

 

 

 

 

 

 

 
  Interest expense, net of amounts capitalized (contractual interest expense was $109,840 and $3,547,913 during June 2005 and during the thirty-six months ended June 30, 2005, respectively)     (39,612 )   (1,268,847 )
  Impairment of cost and available for sale investments     (7 )   (18,282 )
  Other expense, net     (21,194 )   (380,033 )
   
 
 
    Total other expense, net     (60,813 )   (1,667,162 )

Loss from continuing operations before reorganization expenses, income taxes, share of losses of equity affiliates and minority's interest

 

 

(35,511

)

 

(4,328,866

)
  Reorganization expenses due to bankruptcy     (359 )   (250,468 )
   
 
 
Loss from continuing operations before income taxes, share of losses of equity affiliates and minority's interest     (35,870 )   (4,579,334 )
Income tax expense     (18,600 )   (328,624 )
Share of losses of equity affiliates, net     (15 )   (122,806 )
Minority's interest in loss of subsidiary     136     75,343  
   
 
 
    Loss from continuing operations     (54,349 )   (4,955,421 )
Discontinued operations, net (includes $97,902 related to the cost of TelCove settlement)         (128,749 )
   
 
 
    Net loss     (54,349 )   (5,084,170 )
Beneficial conversion feature         (19,419 )
   
 
 
Net loss applicable to common stockholders   $ (54,349 ) $ (5,103,589 )
   
 
 
Basic and diluted loss per weighted average share of common stock   $ (0.21 ) $ (20.11 )
   
 
 
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
June 30, 2005

  Thirty-six
Months Ended
June 30, 2005

 
Cash flows from operating activities:              
  Net loss   $ (54,349 ) $ (5,084,170 )
    Adjustments to reconcile net loss to net cash provided by operating activities:              
    Depreciation and amortization     80,786     3,400,553  
    Impairment of long-lived assets         2,096,913  
    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         (8,595 )
    Amortization of debt issuance costs     516     109,998  
    Impairment of cost and available-for-sale investments     7     18,282  
    Provision for settlements     22,308     447,308  
    Reorganization expenses due to bankruptcy     359     250,468  
    Deferred tax expense     19,140     351,082  
    Share of losses of equity affiliates, net     15     122,806  
    Minority's interest in loss of subsidiary     (136 )   (75,343 )
    Other noncash gains     (1,396 )   (2,354 )
    Depreciation, amortization and other non-cash items from discontinued operations         89,268  
    Change in operating assets and liabilities     (35,460 )   (173,139 )
   
 
 
Net cash provided by operating activities before payment of reorganization expenses     31,790     1,599,005  
Reorganization expenses paid during the period     (8,167 )   (234,500 )
   
 
 
Net cash provided by operating activities     23,623     1,364,505  
   
 
 
Cash flows from investing activities:              
  Expenditures for property, plant and equipment     (51,703 )   (1,851,398 )
  Change in restricted cash     (2,694 )   (29,136 )
  Other     (8,075 )   133,174  
   
 
 
Net cash used in investing activities     (62,472 )   (1,747,360 )
   
 
 
Cash flows from financing activities:              
  Proceeds from debt     19,000     1,847,750  
  Repayments of debt     (1,320 )   (1,230,676 )
  Payment of debt issuance costs         (65,822 )
   
 
 
Net cash provided by financing activities     17,680     551,252  
   
 
 
Change in cash and cash equivalents     (21,169 )   168,397  
Cash and cash equivalents, beginning of period     327,913     138,347  
   
 
 
Cash and cash equivalents, end of period   $ 306,744   $ 306,744  
   
 
 

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"). Adelphia has entered into definitive agreements with Time Warner NY Cable LLC ("TW NY") and Comcast Corporation ("Comcast") providing for the sale of substantially all of the Company's U.S. assets. For additional information, see Note 2.

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

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

        In May 2002, certain Rigas Family members resigned from their positions as directors and executive officers of the Company. In addition, although the Rigas Family owned common stock with a majority of the voting power in Adelphia, the Rigas Family has not been able to exercise such voting power since the Debtors filed for protection under the Bankruptcy Code in June 2002. Prior to May 2002, the Company engaged in numerous transactions that directly or indirectly involved members of the Rigas Family and entities in which members of the Rigas Family directly or indirectly held controlling interests (collectively, the "Rigas Family Entities"). The Rigas Family Entities include certain cable televsion entities owned by the Rigas Family that are subject to co-borrowing arrangements with the Company (the "Rigas Co-Borrowing Entities"), as well as other Rigas Family entities (the "Other Rigas Entities"). The Rigas Co-Borrowing Entities (other than Coudersport Television Cable Co. ("Coudersport") and Bucktail Broadcasting Corporation ("Bucktail") and all Adelphia securities owned directly or indirectly by the Rigas Family were forfeited to the United States on June 8, 2005 and are expected to be transferred to the Company pursuant to the Non-Prosecution Agreement discussed in Note 7.

        The accompanying unaudited consolidated financial statements have been derived from the books and records of the Company. However, certain financial information has not been subject to procedures that would typically be applied to financial information presented in accordance with 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.

5


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

        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 consolidated financial statements should not be considered an admission regarding any of the Debtors' income, expenditures or general financial condition, but rather, a current compilation of the Debtors' books and records. The Company does not make, and specifically disclaims, any representation or warranty as to the completeness or accuracy of the information set forth herein.

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

Overview

        On June 25, 2002 ("Petition Date"), the Debtors filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On June 10, 2002, Century Communications Corporation ("Century"), an indirect wholly owned subsidiary of Adelphia, filed a voluntary petition to reorganize under Chapter 11. 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 and related First Amended Disclosure Statement with the Bankruptcy Court. This 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

6


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

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.

        On June 25, 2005, the Debtors filed their proposed Second Amended Joint Plan of Reorganization (the "Plan") and related Second Amended Disclosure Statement (the "Disclosure Statement") with the Bankruptcy Court. The Plan contemplates, among other things, (i) consummation of the Sale Transaction (defined below) and (ii) distribution of the cash and Class A common stock (the "TWC Class A Common Stock") of Time Warner Cable, Inc. ("TWC") received pursuant to the Sale Transaction to the stakeholders of the Debtors in accordance with the Plan.

Sale of Assets

        Effective April 20, 2005, Adelphia entered into definitive asset purchase agreements with TW NY and Comcast, pursuant to which TW NY and Comcast will purchase substantially all of the Company's U.S. assets and assume certain of its liabilities (the "Sale Transaction"). Upon the closing of the Sale Transaction, Adelphia will receive approximately $12.7 billion in cash and shares of TWC Class A Common Stock, which, subject to certain exceptions relating to equity securities issued for fair consideration and pursuant to employee stock programs and assuming the redemption of Comcast's interest in TWC as described below, are expected to represent 16% of the outstanding equity securities of TWC as of the closing and to be listed on the New York Stock Exchange. The purchase price payable by TW NY and Comcast is subject to certain adjustments. TW NY is a subsidiary of TWC, the cable subsidiary of Time Warner Inc. ("Time Warner"). TWC and Comcast and certain of their affiliates have also agreed to swap certain cable systems and unwind Comcast's investments in TWC and Time Warner Entertainment Company, L.P., a subsidiary of TWC ("TWE"). The Sale Transaction does not include the Company's interest in its cable system joint venture in Puerto Rico, which the Company separately agreed, on June 3, 2005, to sell to San Juan Cable LLC. For additional information see Note 6.

        As part of the Sale Transaction, Adelphia has agreed to transfer to TW NY and Comcast the assets related to certain cable systems that were owned by the Rigas Co-Borrowing Entities and have been forfeited to the United States. Pursuant to the settlement agreement entered into on April 25, 2005 between the United States Attorney's Office for the Southern District of New York (the "U.S. Attorney") and the Company, the Company expects to obtain ownership of all of the Rigas Co-Borrowing Entities other than Coudersport and Bucktail (Coudersport and Bucktail together served approximately 5,200 subscribers (unaudited) in March 2005), and, accordingly, Adelphia expects to be able to transfer to TW NY and Comcast such assets as part of the Sale Transaction. The Company cannot, however, predict this with certainty as the judge overseeing the forfeiture proceedings will determine whether there are any superior third-party ownership interests in any of such assets. If the Company is unable to transfer such Rigas Co-Borrowing Entities to Comcast and TW NY, the purchase price payable by Comcast would be reduced by an aggregate amount up to $600,000,000 and the purchase price payable by TW NY would be reduced by an aggregate amount of up to $390,000,000.

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

        Until a plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, the Sale Transaction cannot be consummated. The closing of the Sale Transaction is also subject to the satisfaction or waiver of conditions customary to transactions of this type, including, among others: (i) receipt of applicable regulatory approvals, including the consent of the Federal Communications Commission (the "FCC") to the transfer of certain licenses and any applicable approvals of local franchising authorities to the change in ownership of the cable systems operated by the Company, to the extent not preempted by section 365 of the Bankruptcy Code; (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the offer and sale of the shares of TWC Class A Common Stock to be issued in the Sale Transaction having been exempted from registration pursuant to an order of the Bankruptcy Court confirming the Plan or a no-action letter from the staff of the SEC, or a registration statement covering the offer and sale of such shares having been declared effective; (iv) the TWC Class A Common Stock to be issued in the Sale Transaction being freely tradable

7


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

and not subject to resale restrictions, except in certain circumstances; (v) approval of the shares of TWC Class A Common Stock to be issued in the Sale Transaction for listing on the New York Stock Exchange; (vi) entry by the Bankruptcy Court of a final order confirming the Plan and, contemporaneously with the closing of the Sale Transaction, consummation of the Plan, (vii) satisfactory settlement by Adelphia of the claims and causes of action brought by the SEC and the investigations by the United States Department of Justice (the "DoJ"); (viii) the absence of any material adverse effect with respect to (a) TWC's business and (b) certain significant components of the Company's business (without taking into consideration any loss of subscribers by the Company's business (or the results thereof) already reflected in the projections specified in the asset purchase agreements or the purchase price adjustments); (ix) the number of eligible basic subscribers (as the term is used in the purchase agreements) served by the Company's cable systems as of a specified date prior to the closing of the Sale Transaction not being below an agreed upon threshold; (x) the absence of an actual change in law, or proposed change in law that has a reasonable possibility of being enacted, that would adversely affect the tax treatment accorded to the Sale Transaction with respect to TW NY; (xi) a filing of an election under Section 754 of the Internal Revenue Code of 1986, as amended, by each of Century-TCI California Communications, L.P., Parnassos Communications, L.P. and Western NY Cablevision L.P.; and (xii) the provision of certain audited and unaudited financial information by Adelphia.

        The closing under each purchase agreement is also conditioned on a contemporaneous closing under the other purchase agreement. However, pursuant to a letter agreement, dated as of April 20, 2005, 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. In such event, TW NY will pay the $3.5 billion purchase price to have been paid by Comcast, less Comcast's allocable share of the liabilities of Century-TCI California Communications, L.P., Parnassos Communications, L.P. and Western NY Cablevision L.P., which shall not be less than $549,000,000 nor more than $600,000,000. Consummation of the Sale Transaction, however, is not subject to the consummation of the agreement by TWC and Comcast and certain of their affiliates to swap certain cable systems and unwind Comcast's investments in TWC and TWE, as described above.

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

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

Confirmation of Plan of Reorganization

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

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

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

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

    consummate the Plan.

8


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

        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 or (ii) the Plan meets the requirements of the Bankruptcy Code to confirm the Plan over the objections of dissenting classes. In addition, the Bankruptcy Court must find that the Plan meets certain other requirements specified in the Bankruptcy Code.

Pre-petition Obligations

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

        The ultimate amount of the Debtors' liabilities will be determined during the Debtors' claims resolution process. The Bankruptcy Court established a bar date of January 9, 2004 for filing proofs of claim against the Debtors' estates. A bar date is the date by which proofs of 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. 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 aggregate amount of claims filed with the Bankruptcy Court far exceeds the Debtors' estimate of ultimate liability. The Debtors currently are in the process of reviewing, analyzing and reconciling the scheduled and filed claims. At present, the allowed amounts of such claims are not determinable, and the Debtors expect that the claims resolution process will take significant time to complete. As the amount of the allowed claims are determined, adjustments are recorded in liabilities subject to compromise and reorganization expenses due to bankruptcy.

        The Debtors have filed omnibus objections to certain of the claims, seeking to eliminate in excess of $2 trillion in claims, consisting primarily of duplicative claims. Approximately $11.6 billion of the claims addressed in certain objections were (i) reduced and allowed or (ii) disallowed and expunged by orders of the Bankruptcy Court entered on November 30, 2004, March 8, 2005 and June 21, 2005. The remaining objections have been adjourned to allow the parties to continue to reconcile such claims. The Debtors have filed an additional omnibus objection, which seeks 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 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. Additional omnibus objections may be filed as the claims resolution process continues.

9


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

Debtor-in-Possession Credit Facility

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

Exit Financing Commitment

        On February 25, 2004, Adelphia executed a commitment letter and certain related documents pursuant to which a syndicate of financial institutions committed to provide to the Debtors up to $8,800,000,000 in exit financing. Following the Bankruptcy Court's approval on June 30, 2004 of the exit financing commitment, the Company paid the exit lenders a nonrefundable fee of $10,000,000 and reimbursed the exit lenders for certain expenses they had incurred through the date of such approval, including certain legal expenses. In light of the agreements with TW NY and Comcast, on April 25, 2005, the Company informed the exit lenders of its election to terminate the exit financing commitment, which termination became effective on May 9, 2005. As a result of the termination, the Company recorded a charge of $58,295,000 during the second quarter of 2005, which represents previously unpaid commitment fees of $45,428,000, the nonrefundable fee of $10,000,000 and certain other expenses.

Going Concern

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

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

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

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

10


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

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

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

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

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

    resolving material litigation;

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

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

    motivating and retaining key executives and employees.

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):

 
  June 30,
2005

Parent and subsidiary debt   $ 11,560,684
Parent and subsidiary debt under co-borrowing credit facilities     4,576,375
Accounts payable     948,288
Accrued liabilities     1,231,757
Series B Preferred Stock     148,794
   
  Liabilities subject to compromise   $ 18,465,898
   

11


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

        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 the 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 upon the Company's emergence from bankruptcy to third party financial advisors retained by the Company and the Committees in connection with the Chapter 11 Cases. Currently, these success fees are estimated to be between $21,500,000 and $34,950,000 in the aggregate. In addition, certain executives of the Company are eligible to receive equity awards of Adelphia stock with a minimum aggregate fair value of $17,000,000 upon the Debtors' emergence from bankruptcy. As no plan of reorganization has been confirmed by the Bankruptcy Court, no accrual for such contingent payments or equity awards has been recorded in the accompanying consolidated financial statements.

        The Company is incurring certain professional fees that, although not directly related to the Chapter 11 filing, relate to the investigation of the actions of the Rigas Management and related efforts to comply with applicable laws and regulations. These expenses include the additional audit fees incurred for the years ended December 31, 2001 and prior, 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. Impairment of Long-Lived Assets

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

 
  Thirty-six
months ended
June 30, 2005

Intangible assets, net(a)   $ 2,047,157
Other assets—Convergence(b)     49,756
   
  Impairment of long-lived assets   $ 2,096,913
   

    (a) Intangible assets, net

            As a result of the Debtors' Chapter 11 filing, the Company performed an evaluation of the carrying amounts of goodwill and franchise rights in accordance with SFAS No. 142 and an evaluation of long-lived assets in accordance with SFAS No. 144, as of June 30, 2002. As a result of these evaluations, the Company recorded impairment charges to write-down goodwill by $755,905,000 and

12


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

    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, as a result of its annual impairment test, recorded additional impairments of $77,751,000 and $641,000 in 2004 and 2003, respectively, related to franchise rights.

    (b) Other Assets

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

Note 4. Debt

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

Current portion of parent and subsidiary debt:        
  Secured:        
    Second Extended DIP Facility(a)   $ 701,881  
    Capital lease obligations     25,895  
  Unsecured other subsidiary debt     10  
   
 
Current portion of parent and subsidiary debt   $ 727,786  
   
 
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 (Note 2)     11,560,684  
   
 
Co-Borrowing Facilities(d) (Note 2)     4,576,375  
   
 

    (a) Second Extended DIP Facility

            In connection with the Chapter 11 filings, Adelphia and certain of its subsidiaries (the "Loan Parties") entered into the $1,500,000,000 DIP Facility. On May 10, 2004, the Loan Parties entered into

13


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

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

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

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

            On March 9, 2005, certain Loan Parties cash collateralized certain letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales. On May 27, 2005, certain Loan Parties made mandatory prepayments of principal on the Second Extended DIP Facility in connection with the consummation of certain asset sales. As a result, the total commitment of the entire Second Extended DIP Facility was reduced to $1,275,421,000, with the total commitment of the Tranche A Loan being reduced to $775,702,000. As of June 30, 2005, $202,162,000 under the Tranche A Loan has been drawn and letters of credit totaling $85,581,000 have been issued under the Tranche A Loan, leaving availability of $487,959,000 under the Tranche A Loan. Furthermore, as of June 30, 2005, the entire $499,719,000 under the Tranche B Loan has been drawn.

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

14


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

    (c) Convertible Subordinated Notes

            At June 30, 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 held $167,376,000 aggregate principal amount of the 6% notes and $400,000,000 aggregate principal amount of the 3.25% notes. The terms of the 6% notes and 3.25% notes provide for the conversion of such notes into Class A Common Stock (Class B Common Stock in the case of notes held by the Rigas Family Entities) at the option of the holder any time prior to maturity at an initial conversion price of $55.49 per share and $43.76 per share, respectively.

            The Government-Rigas Settlement Agreement (as defined in Note 8) provided for the forfeiture, to the United States by the Rigas Family and Other Rigas Entities, of all Adelphia securities directly or indirectly owned by the Rigas Family. Such forfeiture to the United States occurred on June 8, 2005. These underlying securities are expected to be transferred to the Company by the U. S. Attorney. The Company will recognize the benefits of such transfer when it occurs. For additional information, see Note 7.

    (d) Co-Borrowing Facilities

            The Co-Borrowing Facilities represent the aggregate amount outstanding pursuant to three separate Co-Borrowing Facilities dated May 6, 1999, April 14, 2000 and September 28, 2001. Each co-borrower is jointly and severally liable for the entire amount of the indebtedness under the applicable Co-Borrowing Facility regardless of whether that co-borrower actually borrowed that amount under such Co-Borrowing Facility. All amounts outstanding under Co-Borrowing Facilities at June 30, 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 as of June 30, 2005 are as follows (amounts in thousands):

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

Other Debt Matters

Weighted average interest rate payable by Adelphia and subsidiaries under credit agreements with banks at June 30, 2005   6.63 %

Note 5. TelCove Spin-off and Bankruptcy Proceedings

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

15


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

        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 6. 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 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.

Sale of Century ML

        On June 3, 2005, Century and ML Media entered into an interest acquisition agreement to sell their interests in Century/ML Cable for $520,000,000 (subject to certain potential adjustments as defined in the agreement) to San Juan Cable LLC, a newly-formed Puerto Rico limited liability company comprised of a consortium of private equity buyers led by MidOcean Partners, L.P. and Crestview Capital Partners, LP. Consummation of the sale is subject to approval by the Bankruptcy Court in Century/ML Cable's separate Chapter 11 case, confirmation of a plan of reorganization of Century/ML Cable, the receipt of financing by the buyers and other customary conditions, many of which are outside the control of

16


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

Century/ML Cable. There can be no assurance whether or when such conditions will be satisfied.

        The sale of Century/ML will not resolve the pending litigation between ML Media, Adelphia and Century. For additional information, see Note 7.

Note 7. Litigation Matters

SEC Civil Action and DoJ Investigation

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

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

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

        The Company's payment to the Restitution Fund will consist of stock, future proceeds of litigation and, assuming consummation of the Sale Transaction (or another sale generating cash of at least $10 billion), cash. In the event of a sale generating both stock and at least $10 billion in cash, as contemplated in the Sale Transaction, the components of the Company's payment to the Restitution Fund will consist of $600,000,000 in cash and stock (with at least $200,000,000 in cash) and a $115,000,000 interest in future proceeds of litigation against third parties who injured the Company. If, however, the Sale Transaction (or another sale) is not consummated and instead the Debtors emerge from bankruptcy as an independent entity, the $600,000,000 payment by the Company will consist entirely of stock in the reorganized Adelphia. Unless extended on consent of the U.S. Attorney and the SEC, which consent may not be unreasonably withheld, the Company must make these payments on or before the earlier of: (i) October 15, 2006; (ii) 120 days after confirmation of a stand-alone plan of reorganization; or (iii) seven days after the first distribution of stock or cash to creditors under any plan of reorganization. The Company recorded charges of $425,000,000 and $175,000,000 during 2004 and 2002, respectively, related to the Non-Prosecution Agreement. Such amounts are reflected in other expense, net in the accompanying consolidated statements of operations.

        The U.S. Attorney agreed (i) not to prosecute Adelphia or specified subsidiaries of Adelphia for any conduct (other than criminal tax violations) related to the Rigas Criminal Action (defined below) or the allegations contained in the SEC Civil Action, (ii) not to use information obtained through the Company's cooperation with the U.S. Attorney to criminally prosecute the Company for tax violations, and (iii) to transfer to the Company all of the Rigas Co-Borrowing Entities forfeited by the Rigas Family, certain specified real estate forfeited by the Rigas Family and all securities of the Company that were directly or

17


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

indirectly owned by the Rigas Family prior to forfeiture. The U.S. Attorney agreed with the Rigas Family not to require forfeiture of Coudersport and Bucktail (which together served approximately 5,200 subscribers in March 2005). A condition precedent to the Company's obligation to make the payment to the Restitution Fund described in the preceding paragraph is the Company's receipt of title to the assets forfeited by the Rigas Family, free and clear of all liens, claims, encumbrances, or adverse interests. The forfeited Rigas Co-Borrowing Entities anticipated to be transferred to the Company represent the overwhelming majority of the Rigas Co-Borrowing Entities' subscribers and value.

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

        These settlements were subject to the approval of, and have been approved by, both the Bankruptcy Court and the United States District Court for the Southern District of New York (the "District Court"). Various parties have challenged and sought appellate review or reconsideration of the orders of the Bankruptcy Court and the District Court approving these settlements. The challenges to the District Court's approval were denied by the United States Court of Appeals for the Second Circuit (the "Second Circuit"). That denial is currently the subject of a pending request for en banc review by the Second Circuit. The appeals taken with respect to the Bankruptcy Court's order remain pending.

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 alleged the defendants misappropriated billions of dollars from the Company in breach of their fiduciary duties to Adelphia. On November 15, 2002, Adelphia filed an amended complaint against the defendants that expanded upon the facts alleged in the original complaint and alleged violations of the Racketeering Influenced and Corrupt Organizations ("RICO") Act, breach of fiduciary duty, securities fraud, fraudulent concealment, fraudulent misrepresentation, conversion, waste of corporate assets, breach of contract, unjust enrichment, fraudulent conveyance, constructive trust, inducing breach of fiduciary duty, and a request for an accounting (the "Amended Complaint"). The Amended Complaint sought relief in the form of, among other things, treble and punitive damages, disgorgement of monies and securities obtained as a consequence of the Rigas Family's improper conduct and attorneys' fees.

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

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

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

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

Rigas Criminal Action

        In connection with an investigation conducted by the DoJ, on July 24, 2002, certain members of the Rigas Family and certain alleged co-conspirators were arrested, and on September 23, 2002, were indicted by a grand jury on charges including fraud, securities fraud, bank fraud and conspiracy to commit fraud (the "Rigas Criminal Action"). On November 14, 2002, one of the Rigas Family's alleged co-conspirators, James Brown, pleaded guilty to one count each of conspiracy, securities fraud and bank fraud. On January 10, 2003, another of the Rigas Family's alleged co-conspirators, Timothy Werth, who had not been arrested with the others on July 24, 2002, pleaded guilty to one count each of securities fraud, conspiracy to commit securities fraud, wire fraud and bank fraud. The trial in the Rigas Criminal Action began on February 23, 2004 in the District Court. On July 8, 2004, the jury 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. At a hearing held on March 16, 2005, the District Court, at the request of the DoJ, set October 24, 2005 as the date for the retrial of Michael J. Rigas on the securities fraud charges. On March 17, 2005, the District Court denied the motion of John J. Rigas and Timothy J. Rigas for a new trial. On June 20, 2005, John J. Rigas and Timothy J. Rigas were convicted and sentenced to 15 years and 20 years in prison, respectively. John J. Rigas and Timothy J. Rigas have appealed their convictions and sentences and remain free on bail pending resolution of their appeals.

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

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

        Pursuant to a Consent Order of Forfeiture entered by the District Court on June 8, 2005, the Rigas Co-Borrowing Entities (other than Coudersport and Bucktail), certain specified real estate and all of the securities of the Company that were directly or indirectly owned by the Rigas Family were forfeited to the

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United States.

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

Securities and Derivative Litigation

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

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

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

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

        On September 15, 2003, proposed lead plaintiffs and proposed co-lead counsel in the consolidated class action were appointed in the MDL Proceedings. On December 22, 2003, lead plaintiffs filed a consolidated class action complaint. Motions to dismiss have been filed by various defendants. 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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        The plaintiffs in those actions may, subject to terms and conditions to be determined by the U.S. Attorney and the SEC, also have recourse to the Restitution Fund established and administered by the United States Attorney General and the SEC with the payment from the Company under the Non-Prosecution Agreement and a $50,000,000 settlement between the United States and Deloitte & Touche, LLC ("Deloitte").

Acquisition Actions

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

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

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

        The plaintiffs in those actions may, subject to terms and conditions to be determined by the U.S. Attorney and the SEC, also have recourse to the Restitution Fund established and administered by the United States Attorney General and the SEC with the payment from the Company under the Non-Prosecution Agreement and a $50,000,000 settlement between the United States and Deloitte.

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.

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ML Media Litigation

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

        In March 2000, ML Media brought suit against Century, Adelphia and Arahova Communications Inc. ("Arahova"), a direct subsidiary of Adelphia and Century's immediate parent, in the Supreme Court of the State of New York, seeking, among other things: (i) the dissolution of Century/ML Cable and the appointment of a receiver to sell Century/ML Cable's assets; (ii) if no receiver was appointed, an order authorizing ML Media to conduct an auction for the sale of Century/ML Cable's assets to an unrelated third party and enjoining Adelphia from interfering with or participating in that process; (iii) an order directing the defendants to comply with the Century/ML Cable joint venture agreement with respect to provisions relating to governance matters and the budget process; and (iv) compensatory and punitive damages. The parties negotiated a consent order that imposed various consultative and reporting requirements on Adelphia and Century as well as restrictions on Century's ability to make capital expenditures without ML Media's approval. 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, Adelphia, Century/ML Cable, ML Media and Highland Holdings ("Highland"), a general partnership then owned and controlled by members of the Rigas Family, entered into a Leveraged Recapitalization Agreement (the "Recap Agreement"), pursuant to which Century/ML Cable agreed to redeem ML Media's 50% interest in Century/ML Cable (the "Redemption") on or before September 30, 2002 for a purchase price between $275,000,000 and $279,800,000 depending on the timing of the Redemption, plus interest. Among other things, the Recap Agreement provided that: (i) Highland would arrange debt financing for the Redemption; (ii) Highland, Adelphia and Century would jointly and severally guarantee debt service on debt financing for the Redemption on and after the closing of the Redemption; and (iii) Highland and Century would own 60% and 40% interests, respectively, in the recapitalized Century/ML Cable. Under the terms of the Recap Agreement, Century's 50% interest in Century/ML Cable was pledged to ML Media as collateral for the Company's obligations.

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

        By an order of the Bankruptcy Court dated September 17, 2003, Adelphia and Century rejected the Recap Agreement, effective as of such date. If the Recap Agreement is enforceable, the effect of the rejection of the Recap Agreement is the same as a 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, 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 Plan contemplates that ML Media will receive no distribution until such dispute is resolved.

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        On June 3, 2005, Century and ML Media entered into an interest acquisition agreement to sell their interests in Century/ML Cable for $520,000,000 (subject to certain potential adjustments as defined in the agreement) to San Juan Cable LLC. Consummation of the sale is subject to approval by the Bankruptcy Court in Century/ML Cable's separate Chapter 11 case and confirmation of a plan of reorganization of Century/ML Cable, the receipt of financing by the buyers and other customary conditions, many of which are outside the control of Century/ML Cable. There can be no assurance whether or when such conditions will be satisfied.

        The sale of Century/ML Cable will not resolve the pending litigation between ML Media, Adelphia and Century. The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.

The X Clause Litigation

        On December 29, 2003, the Ad Hoc Committee of holders of Adelphia's 6% and 3.25% subordinated notes (collectively the "Subordinated Notes"), together with the Bank of New York, the indenture trustee for the Subordinated Notes (collectively, the "X Clause Plaintiffs"), commenced an adversary proceeding against Adelphia in the Bankruptcy Court. The X Clause Plaintiffs' complaint sought a judgment declaring that the Subordinated Notes are entitled to share pari passu in the distribution of any consideration given to the debtor group, as specified under the Plan.

        The basis for the X Clause Plaintiffs' claim is a provision in the applicable indentures, commonly known as the "X Clause," which provides that any distributions under a plan of reorganization comprised solely of "Permitted Junior Securities" are not subject to the subordination provision of the Subordinated Notes indenture. The X Clause Plaintiffs asserted that, under their interpretation of the applicable indentures, a distribution of a single class of new common stock of Adelphia would meet the definition of "Permitted Junior Securities" set forth in the indentures, and therefore be exempt from subordination.

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

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

Verizon Franchise Transfer Litigation

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

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        On March 25, 2002, the City and Ventura County (the "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 tortious interference with those franchises. The City and the County sought injunctive relief to halt the sale and transfer of the Verizon Cable Assets pursuant to the Asset Purchase Agreement and to compel the Company to treat the Verizon Cable Assets as a separate cable system.

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

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

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

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

        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.

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Dibbern Adversary Proceeding

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

        On or about December 13, 2002, Adelphia moved to dismiss the adversary proceeding on several bases, including that the complaint fails to state a claim for which relief can be granted and that the matters alleged therein should be resolved in the claims process. The Bankruptcy Court granted Adelphia's motion to dismiss and dismissed the adversary proceeding on May 3, 2005. Mr. Dibbern filed a notice of appeal on May 12, 2005 and briefing on that appeal is underway. Mr. Dibbern has also objected to the disallowance of his proofs of claim that was part of the Bankruptcy Court's May 3, 2005 order.

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

Creditors' Committee Lawsuit Against Pre-Petition Banks

        Pursuant to the Bankruptcy Court order approving the DIP Facility (the "Final DIP Order"), the Company made certain acknowledgments (the "Acknowledgments") with respect to the extent of its indebtedness under the prepetition 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 pre-petition credit facilities, and related entities, asserting, among other things, that these entities knew of, and participated in, the alleged improper actions by certain members of the Rigas Family and 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'

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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 Prepetition 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 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 Plan, the Company is seeking to compromise and settle, in part, the Prepetition 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. On August 19, 2002, Devon Mobile and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Devon Mobile Bankruptcy Court").

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

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

26


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

reconsideration. On May 13, 2005, the court entered an Amended Pretrial Scheduling Order extending the time for discovery and scheduled a pretrial conference for March 1, 2006, with a five day trial to be scheduled thereafter.

        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 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.

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 Deloitte

        On November 6, 2002, Adelphia sued Deloitte, Adelphia's former independent auditors, 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

27


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

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, a new matter, and various counterclaims in response to the complaint. In its counterclaims, Deloitte asserted causes of action against Adelphia for breach of contract, fraud, negligent misrepresentation and contribution. Also on September 15, 2003, Deloitte filed a related complaint naming as additional defendants John J. Rigas, Timothy J. Rigas, Michael J. Rigas and James P. Rigas. In this complaint, Deloitte 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 Rigas Criminal Action, 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 substantive discovery. On June 9, 2005, the court entered a case management order stating that (i) all discovery shall be completed by December 5, 2005 and (ii) the case be ready for trial by April 3, 2006.

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

Series E and F Preferred Stock Conversion Postponements

        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 the Bankruptcy Court entered an order approving the postponement effective November 14, 2004. Adelphia has subsequently entered into several stipulations further postponing, to the extent applicable, the conversion date of the Series E Preferred Stock. Adelphia also has entered into several stipulations postponing, to the extent applicable, the conversion date of the Series F Preferred Stock, which was initially convertible into shares of Class A Common Stock on February 1, 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 other actions will not materially affect the Company's financial position or results of operations.

Note 8. Additional Information

Reclassification

        Certain amounts for the thirty-six months ended June 30, 2005 have been reclassified to conform with the June 30, 2005 monthly presentation.

Dispositions

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

        In November 2004, the Company entered into an asset purchase agreement to sell its security 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

28


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

conducted an auction for the sale of the security business on January 21, 2005. The winning bid was approximately $42,750,000, subject to adjustment, based primarily on the final contractual recurring monthly revenue of the security business and a working capital adjustment. This agreement was approved by the Bankruptcy Court on January 28, 2005. The transaction closed on February 28, 2005 for a preliminary purchase price of $40,200,000, subject to final adjustment.

Change in Useful Life

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

Cash and cash equivalents

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

Restricted cash

        Restricted cash is primarily comprised of amounts that are collateralized on letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales and amounts that are required to be used to fund mandatory prepayments of principal on the Second Extended DIP Facility in connection with the consummation of certain asset sales.

 
  June 30,
2005

 
  (amounts in thousands)

Current restricted cash:      
  Collateralization of letters of credit   $ 23,602
  Reduction events     3,562
  Other     1,021
   
    Current restricted cash   $ 28,185
   
Noncurrent restricted cash:      
  Other     3,079
   
    Noncurrent restricted cash   $ 3,079
   

Accounts receivable

        Accounts receivable are reflected net of an allowance for doubtful accounts. Such allowance was $21,437,000 at June 30, 2005.

Accounts payable, accrued liabilities and other liabilities

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

Preferred stock

        Contractual dividends applicable to the Company's preferred stock were $10,010,000 and $360,375,000 for the respective one and thirty-six months ended June 30, 2005.

29


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

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 $43,039,000 and $1,210,500,000 for the one and thirty-six month periods ended June 30, 2005, respectively. Included in these amounts are cash payments made by the Company of $16,997,000 and $502,696,000 for the one and thirty-six month periods ended June 30, 2005, respectively, for interest on the co-borrowing credit facilities attributable to the Rigas Family Entities.

Key Employee Retention Programs

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

30


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

Statistical Information

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

 
  Filing
Entities

  Brazil
  Managed
Cable
Entities

  Century/ML
Cable and
St. Marys

  Total
June 30, 2005:                    
Basic customers   4,712,736   53,932   220,479   143,711   5,130,858
Digital customers   1,893,564     87,970   68,197   2,049,731
High speed internet customers   1,463,185   5,735   81,143   12,239   1,562,302
   
 
 
 
 
Total revenue generating units   8,069,485   59,667   389,592   224,147   8,742,891
   
 
 
 
 
May 31, 2005:                    
Basic customers   4,731,874   53,358   225,959   143,564   5,154,755
Digital customers   1,894,805     88,851   68,419   2,052,075
High speed internet customers   1,446,810   5,468   82,377   11,131   1,545,786
   
 
 
 
 
Total revenue generating units   8,073,489   58,826   397,187   223,114   8,752,616
   
 
 
 
 

        The table below provides information on the percentage of homes passed that have been rebuilt to a capacity of 550-MHz or greater and have two-way capability as of June 30, 2005.

Filing
Entities

  Brazil
  Rigas
Entities

  Century/ML
Cable and
St. Marys

  Total
 
96.9 % 99.4 % 99.7 % 90.4 % 96.9 %

Note 9. Bankruptcy Court Reporting Schedules

        The Bankruptcy Court reporting schedules included in this report beginning on page 32 are for the period from June 1 through June 30, 2005 and have been prepared for the purpose of filing with the Bankruptcy Court and are not required by GAAP. The accompanying Bankruptcy Court reporting schedules, as with all other information contained herein, have been obtained from the books and records of the Company and are unaudited.

31



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

Summary

 
  For the
Month Ended
June 30, 2005

  Reference
Gross wages paid   $ 45,770,370   Schedule I
Employee payroll taxes withheld     10,212,526   Schedule I
Employer payroll taxes due     3,360,059   Schedule I
Payroll taxes paid*     13,307,790   Schedule II*
Sales and other taxes due     6,951,914   Schedule III
Gross taxable sales     90,014,027   Schedule III
Real estate and personal property taxes paid     656,573   Schedule IV
Sales and other taxes paid     6,385,688   Schedule V
Cash disbursements     426,989,154   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 June 30, 2005

Week Ending Date

  Gross
Wages Paid

  Employee Payroll
Taxes Withheld

  Employer Payroll
Taxes Due

10-Jun-05   $ 21,812,147   $ 4,775,172   $ 1,590,911
24-Jun-05   $ 23,958,223   $ 5,437,354   $ 1,769,148
   
 
 
Total   $ 45,770,370   $ 10,212,526   $ 3,360,059
   
 
 

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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 June 30, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
MISSOURI DEPARTMENT OF R   $ 136   6/9/2005
WEST VIRGINIA DEPT OF TAX & REV     8,829   6/9/2005
INTERNAL REVENUE SERVICE     5,522,947   6/13/2005
STATE OF ALABAMA     4,239   6/13/2005
STATE OF ARIZONA     2,211   6/13/2005
STATE OF CALIFORNIA     203,092   6/13/2005
STATE OF COLORADO     64,610   6/13/2005
STATE OF CONNECTICUT     10,306   6/13/2005
STATE OF GEORGIA     7,675   6/13/2005
STATE OF IDAHO     4,492   6/13/2005
STATE OF INDIANA     728   6/13/2005
STATE OF KANSAS     358   6/13/2005
STATE OF KENTUCKY     18,795   6/13/2005
STATE OF MAINE     20,048   6/13/2005
STATE OF MARYLAND     8,155   6/13/2005
STATE OF MASSACHUSETTS     25,953   6/13/2005
STATE OF NEW YORK     93,099   6/13/2005
STATE OF NORTH CAROLINA     12,025   6/13/2005
STATE OF OHIO     69,750   6/13/2005
STATE OF OKLAHOMA     155   6/13/2005
STATE OF PENNSYLVANIA     85,511   6/13/2005
STATE OF SOUTH CAROLINA     2,811   6/13/2005
STATE OF VERMONT     15,619   6/13/2005
STATE OF VIRGINIA     54,356   6/13/2005
INTERNAL REVENUE SERVICE     6,286,211   6/27/2005
MISSISSIPPI STATE TAX COMMISSN     2,455   6/27/2005
MONTANA DEPARTMENT OF REVENUE     853   6/27/2005
STATE OF ARIZONA     3,023   6/27/2005
STATE OF CALIFORNIA     202,065   6/27/2005
STATE OF COLORADO     68,412   6/27/2005
STATE OF CONNECTICUT     10,620   6/27/2005
STATE OF GEORGIA     8,447   6/27/2005
STATE OF IDAHO     5,095   6/27/2005
STATE OF INDIANA     840   6/27/2005
STATE OF KANSAS     396   6/27/2005
STATE OF KENTUCKY     19,507   6/27/2005
STATE OF MAINE     24,086   6/27/2005
STATE OF MARYLAND     9,913   6/27/2005
STATE OF MASSACHUSETTS     29,229   6/27/2005
STATE OF MICHIGAN     177   6/27/2005
STATE OF NEW YORK     113,723   6/27/2005

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 June 30, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
STATE OF NORTH CAROLINA   15,210   6/27/2005
STATE OF OHIO   82,258   6/27/2005
STATE OF OKLAHOMA   170   6/27/2005
STATE OF PENNSYLVANIA   91,610   6/27/2005
STATE OF SOUTH CAROLINA   4,046   6/27/2005
STATE OF VERMONT   20,686   6/27/2005
STATE OF VIRGINIA   61,448   6/27/2005
STATE OF WISCONSIN   771   6/27/2005
UTAH STATE TAX COMMISSION   274   6/27/2005
VILLAGE OF GREENWOOD   306   6/27/2005
WEST VIRGINIA DEPT OF TAX & REV   10,059   6/27/2005

TOTALS

 

13,307,790

 

 

35


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

    Schedule III   Page 1 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

ADAIR COUNTY BOARD OF EDUCATION   $ 5   $ 164
ALABAMA DEPT. OF REVENUE     176     2,935
ANDERSON COUNTY SCHOOL DISTRICT     39     1,284
ARIZONA DEPARTMENT OF REVENUE     28     205
ASHLAND INDEPENDENT BOARD OF EDUCATION     11,460     382,012
BANK OF AMERICA     273     14,802
BARREN COUNTY BOARD OF EDUCATION     3     109
BATH COUNTY SCHOOL DISTRICT     1,220     40,624
BEREA COUNTY SCHOOL DISTRICT     2,390     79,682
BOARD OF EQUALIZATION     105     A
BOARD OF EQUALIZATION     39     525
BOARD OF EQUALIZATION     51     638
BOURBON COUNTY SCHOOL DISTRICT     637     21,220
BOYD COUNTY SCHOOL DISTRICT     3,401     113,364
BOYLE COUNTY SCHOOL DISTRICT     1,571     52,387
BRACKEN COUNTY BOARD OF EDUCATION     4     145
BREATHITT COUNTY SCHOOL DISTRICT     1,034     34,462
BRECKINRIDGE COUNTY BOARD OF EDUCATION     619     20,637
BURGIN INDEPENDENT BOARD OF EDUCATION     318     10,587
BUTLER COUNTY SCHOOL DISTRICT     45     1,492
CA TELECONNECT FUND     24    
CARTER COUNTY SCHOOL DISTRICT     1,592     53,069
CCHCF-A     22    
CHCF-B     360    
CITY O F MONTEREY         4
CITY OF ALAHAMBRA     2     45
CITY OF ALBION     308     6,158
CITY OF ARCADIA     6     123
CITY OF ASOTIN         2
CITY OF BALDWIN PARK     4,434     147,795
CITY OF BALDWIN PARK     4     123
CITY OF BEAUMONT     2,746     91,533
CITY OF BELLEVUE     1     10
CITY OF BOTHELL     1     18
CITY OF BRAWLEY     7,663     191,584
CITY OF BRAWLEY     2     47
CITY OF BURBANK     3     45
CITY OF CATHLAMET        
CITY OF CHARLOTTESVILLE     50,686     506,861

36


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

    Schedule III   Page 2 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

CITY OF CLAREMONT   15   274
CITY OF COLFAX   2   36
CITY OF COLORADO SPRINGS   86   3,458
CITY OF COLTON   8,578   191,303
CITY OF COLTON   5   137
CITY OF COMPTON   1   5
CITY OF CULVER CITY   8   70
CITY OF DESERT HOT SPRINGS   1   28
CITY OF EL MONTE   2   23
CITY OF ELK GROVE     15
CITY OF ENGLEWOOD   42   1,118
CITY OF FONTANA   160   3,195
CITY OF GARDENA   1   18
CITY OF GLENDALE     3
CITY OF GUNNISON   3   108
CITY OF HAWTHORNE   1   15
CITY OF HERMOSA BEACH   21,174   352,898
CITY OF HOLTVILLE   1,807   36,150
CITY OF HOLTVILLE     6
CITY OF HUNTINGTON BEACH     5
CITY OF INDIO     1
CITY OF INGLEWOOD   3   35
CITY OF KALAMA   3   52
CITY OF KELSO   6,598   109,964
CITY OF KIRKLAND   1   16
CITY OF LA HABRA   26,824   447,068
CITY OF LA HABRA   25   409
CITY OF LA VERNE     1
CITY OF LONG BEACH     6
CITY OF LONG BEACH   7   138
CITY OF LONGVIEW   57   946
CITY OF LONGVIEW   22,111   368,517
CITY OF LOS ANGELES   414   4,135
CITY OF MAMMOTH LAKE    
CITY OF MORENO VALLEY   54,478   907,963
CITY OF MORENO VALLEY   19   317
CITY OF NORWALK   2   39
CITY OF OAKLAND     2
CITY OF PALM SPRINGS     7
CITY OF PALOUSE     7

37


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

    Schedule III   Page 3 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

CITY OF PALOUSE   343   4,903
CITY OF PASADENA   3   32
CITY OF PETERSBURG   19,076   95,382
CITY OF PICO RIVERA   9,143   182,861
CITY OF PICO RIVERA   7   137
CITY OF PLACENTIA   15,216   434,747
CITY OF PLACENTIA   2   64
CITY OF POMEROY     2
CITY OF PORT HUENEME   9,167   229,178
CITY OF PORTERVILLE   1   21
CITY OF PULLMAN   13   163
CITY OF REDONDO BEACH   45,624   960,500
CITY OF REDONDO BEACH   41   872
CITY OF RIALTO   34,597   432,468
CITY OF RIALTO   14   179
CITY OF RIVERSIDE   5   69
CITY OF SAN BERNARDINO   60,922   768,254
CITY OF SAN BERNARDINO   5   63
CITY OF SAN BUENAVENTURA   35,776   715,529
CITY OF SAN GABRIEL     1
CITY OF SAN LUIS OBISPO     2
CITY OF SANTA ANA   11   180
CITY OF SANTA CRUZ   4   54
CITY OF SANTA MONICA   144,825   1,448,256
CITY OF SANTA MONICA   124   1,242
CITY OF SANTA ROSA     1
CITY OF SEAL BEACH   13   120
CITY OF SEATTLE     1
CITY OF SIERRA MADRE   3   49
CITY OF SPOKANE   1   12
CITY OF TACOMA     3
CITY OF TOPPENISH   1   6
CITY OF TORRANCE   1   17
CITY OF VANCOUVER   2   36
CITY OF VENTURA   7   142
CITY OF WAYNESBORO   28,183   281,832
CITY OF WENATCHEE     3
CITY OF WESTMINISTER     2
CITY OF WHITTIER   2   48
CITY OF WINCHESTER   15,894   158,940

38


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

    Schedule III   Page 4 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

CITY OF WOODLAND   1   24
CLARK COUNTY SCHOOL DISTRICT   102   3,387
CLOVERPORT INDEPENDENT SCHOOL DISTRICT   222   7,399
COLORADO DEPT. OF REVENUE   1,145   69,525
COLORADO DEPT. OF REVENUE   3,120   84,997
COMMISSIONER OF REVENUE SERVICES   293,929   5,598,649
COMMISSIONER OF REVENUE SERVICES   354,952   5,915,882
COMMONWEALTH OF MASSACHUSETTS   7,664   153,268
COMPTROLLER OF MARYLAND   877   17,534
COMPTROLLER OF MARYLAND   18,123   362,450
COMPTROLLER OF PUBLIC ACCOUNTS     15
COUNTY OF LOS ANGELES   101   2,023
COUNTY OF MONTGOMERY   8,031   80,310
CUMBERLAND COUNTY BOARD OF EDUCATION   8   251
DANVILLE INDEPENDENT SCHOOL DISTRICT   4,475   149,167
DAVIESS COUNTY BOARD OF EDUCATION   16,602   553,406
DAVIESS COUNTY SCHOOL DISTRICT   179   5,971
ELLIOT COUNTY SCHOOL DISTRICT   218   7,258
FAYETTE COUNTY SCHOOL DISTRICT   32   1,062
FLEMING COUNTY SCHOOL DISTRICT   17   581
FLORIDA DEPARTMENT OF REVENUE   3,465,145   30,398,979
FLORIDA DEPARTMENT OF REVENUE   147,553   2,251,019
FRANKLIN COUNTY SCHOOL DISTRICT   107   3,579
GARRARD COUNTY SCHOOL DISTRICT   881   29,373
GEORGIA DEPARTMENT OF REVENUE   17,771   271,825
HANCOCK COUNTY BOARD OF EDUCATION   657   21,904
HANCOCK COUNTY SCHOOL DISTRICT   3   106
HARLAN COUNTY SCHOOL DISTRICT   245   8,168
HARRISON COUNTY SCHOOL DISTRICT   2,599   86,634
HARRODSBURG INDEPENDENT BOARD OF EDUCATION   2,660   88,653
HENDERSON COUNTY BOARD OF EDUCATION   2,361   78,713
HENDERSON COUNTY SCHOOL DISTRICT   6   185
IDAHO STATE TAX COMMISSION   5,863   91,621
INDIANA DEPARTMENT OF REVENUE   29,324   488,740
INTERNAL REVENUE SERVICE   33,586   1,119,458
JACKSON INDEPENDENT SCHOOLS   473   15,759
JESSAMINE COUNTY BOARD OF EDUCATION   7,663   255,433
JESSAMINE COUNTY SCHOOL DISTRICT   66   2,191
KANSAS DEPT. OF REVENUE   16,229   214,960

39


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

    Schedule III   Page 5 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

KENTUCKY REVENUE CABINET   3,263   54,375
KNOX COUNTY SCHOOL DISTRICT   14   455
LAUREL COUNTY SCHOOL DISTRICT   10,662   355,407
LAUREL COUNTY SCHOOL DISTRICT   139   4,644
LEE COUNTY SCHOOL DISTRICT   997   33,255
LESLIE COUNTY SCHOOL DISTRICT   967   32,220
LETCHER COUNTY BOARD OF EDUCATION   790   26,336
LETCHER COUNTY SCHOOL DISTRICT   17   563
LEWIS COUNTY BOARD OF EDUCATION   864   34,561
LEWIS COUNTY SCHOOL DISTRICT   287   11,473
LEWIS COUNTY SCHOOL DISTRICT   7   290
LINCOLN COUNTY BOARD OF EDUCATION   1,258   41,919
LINCOLN COUNTY SCHOOL DISTRICT   7   226
LOGAN COUNTY SCHOOL DISTRICT   35   1,158
MADISON COUNTY SCHOOL DISTRICT   15,501   516,722
MAINE REVENUE SERVICES   5,979   119,601
MAINE REVENUE SERVICES   294,845   5,896,897
MARION COUNTY BOARD OF EDUCATION   2,797   93,227
MARION COUNTY SCHOOL DISTRICT   37   1,229
MCLEAN COUNTY SCHOOL DISTRICT   637   21,232
MCLEAN COUNTY SCHOOL DISTRICT   2   76
MENIFEE COUNTY SCHOOL DISTRICT   417   13,912
MERCER COUNTY SCHOOL DISTRICT   1,855   61,846
MISSISSIPPI STATE TAX COMMISSION   39,527   564,665
MISSISSIPPI STATE TAX COMMISSION   1,478   21,108
MONTGOMERY COUNTY SCHOOL DISTRICT   52   1,735
MORGAN COUNTY SCHOOL DISTRICT   484   16,130
NC DEPARTMENT OF REVENUE   20,608   295,180
NECA PAUSF   1,182  
NECA VUSF   186   14,618
NECA-TRS   2  
NELSON COUNTY BOARD OF EDUCATION   1,354   45,117
NELSON COUNTY SCHOOL DISTRICT   11   355
NICHOLAS COUNTY SCHOOL DISTRICT   678   22,604
NICHOLAS COUNTY SCHOOL DISTRICT   24   814
NJ DIVISION OF TAXATION   454   7,568
NYS ESTIMATED CORPORATION TAX   61   16,124
NYS ESTIMATED CORPORATION TAX   951   38,050
NYS SALES TAX PROCESSING   11,944   179,458

40


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

    Schedule III   Page 6 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

OHIO COUNTY SCHOOL DISTRICT   23   753
OHIO COUNTY SCHOOL DISTRICT   7   226
OKLAHOMA TAX COMMISSION   (18 ) 16,726
OWENSBORO BOARD OF EDUCATION   11,558   385,254
OWSLEY COUNTY BOARD OF EDUCATION   371   12,355
OWSLEY COUNTY SCHOOL DISTRICT   12   411
PA DEPARTMENT OF REVENUE   232,214   4,200,241
PA DEPT. OF REVENUE   7,917   158,333
PARIS INDEPENDENT SCHOOL DISTRICT   3,013   100,435
PERRY COUNTY SCHOOL DISTRICT   247   8,224
POWELL COUNTY SCHOOL DISTRICT   1,672   55,749
PSU   232  
ROCKCASTLE COUNTY SCHOOL DISTRICT   919   30,617
ROWAN COUNTY SCHOOL DISTRICT   69   2,304
RUSSELL INDEPENDENT SCHOOL DISTRICT   6,836   227,881
SCOTT COUNTY SCHOOL DISTRICT   8,375   279,157
SOUTH CAROLINA DEPT. OF REVENUE   54,145   787,246
STATE OF MICHIGAN   68   1,131
STATE OF NEW HAMPSHIRE   1,073   15,322
STATE OF NEW HAMPSHIRE   113,683   1,624,027
STATE TAX DEPARTMENT   302,052   5,034,177
TN DEPARTMENT OF REVENUE   65,812   820,200
TOWN OF BLACKSBURG   12,759   127,587
TOWN OF MT CRESTED BUTTE   1,053   23,409
TOWN OF SOUTH BOSTON   4,639   46,391
TREASURER STATE OF OHIO   187,912   2,538,359
UNION COUNTY SCHOOL DISTRICT   3,025   100,819
UNION COUNTY SCHOOL DISTRICT   13   432
USAC   34,325  
VERMONT DEPARTMENT OF TAXES   354,711   5,911,830
VERMONT DEPARTMENT OF TAXES   881   14,675
VIRGINIA DEPARTMENT OF TAXATION   14,474   289,478
WASHINGTON COUNTY BOARD OF EDUCATION   925   30,839
WASHINGTON COUNTY SCHOOL DISTRICT   15   488
WASHINGTON DEPT. OF REVENUE   4,700   61,375
WEBSTER COUNTY BOARD OF EDUCATION   644   21,469
WOLFE COUNTY SCHOOL DISTRICT   520   17,356

41


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

    Schedule III   Page 7 of 7

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

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

WOODFORD COUNTY BOARD OF EDUCATION     4,803     160,093
WOODFORD COUNTY SCHOOL DISTRICT     44     1,451
WYOMING DEPARTMENT OF REVENUE     102     2,048
   
 
  Total   $ 6,951,914   $ 90,014,027
   
 

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

42


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

    Schedule IV   Page 1 of 5

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

Payee

  Amount Paid
  Check Date
ALBEMARLE COUNTY   $ 2,020   06/01/05
ALBEMARLE COUNTY     23,744   06/10/05
ALLEGANY VILLAGE TAX COLLECTOR     396   06/17/05
AMHERST COUNTY     3,232   06/01/05
ANDOVER VILLAGE     1,412   06/21/05
ARAPAHOE COUNTY     75,571   06/10/05
ARCADE VILLAGE     2,243   06/17/05
ASHTABULA COUNTY COURTHOUSE     1,488   06/10/05
AVAYA FINANCIAL SERVICES       06/15/05
BARNEVELD VILLAGE     68   06/17/05
BLACKBURN CENTER, LLC     433   06/25/05
CAL & JOANNE FAMILY LTD PRTNRSP     200   06/23/05
CATTARAUGUS VILLAGE     1,625   06/17/05
CITY OF BUENA VISTA     5,605   06/01/05
CITY OF BUENA VISTA     1,395   06/10/05
CITY OF CARLISLE     76   06/16/05
CITY OF CHARLOTTESVILLE     3,258   06/01/05
CITY OF DANVILLE     1,521   06/10/05
CITY OF LEBANON     8,689   06/22/05
CITY OF PETERSBURG TREASURER     8   06/21/05
CITY OF SALEM     648   06/01/05
CITY OF SALEM     2,869   06/16/05
CITY OF STAUNTON     2,804   06/01/05
CITY OF STAUNTON     36   06/10/05
CITY OF STAUNTON     336   06/16/05
CLAREMONT     6,938   06/22/05
CLARKE COUNTY TREASURER     616   06/10/05
CLINTON VILLAGE TREASURER     463   06/21/05
CLOVERPORT CITY TREASURER     1,252   06/16/05
COLD BROOK VILLAGE COLLECTOR     85   06/17/05
COLONIAL HEIGHTS TREASURER     9,378   06/10/05
COUNTY OF AUGUSTA     489   06/10/05
COUNTY OF DINWIDDIE     6,044   06/01/05
COUNTY OF ROCKINGHAM     711   06/01/05
COUNTY OF ROCKINGHAM     377   06/10/05
COUNTY OF ROCKINGHAM     12,203   06/30/05
CUYAHOGA COUNTY     53,128   06/17/05
DAVIE COUNTY     384   06/10/05
DELEVAN VILLAGE     548   06/16/05
DEPEW VILLAGE TREASURER     4,378   06/22/05
DORIS LAWTON     981   06/29/05
EAST AURORA VILLAGE     592   06/22/05
EASTLAKE COMMERCIAL     61   06/23/05

43


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

    Schedule IV   Page 2 of 5

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

Payee

  Amount Paid
  Check Date
ELLICOTTVILLE VILLAGE   407   06/15/05
EMPORIA CITY TREASURER   698   06/22/05
FARNHAM VILLAGE   72   06/22/05
FAUQUIER COUNTY TREASURER   589   06/10/05
FORSYTH COUNTY TAX COLLECTOR   275   06/10/05
FRANKLINVILLE VILLAGE   1,321   06/17/05
FREDRICK COUNTY TREASURER   132   06/10/05
GE CAPITAL   1,455   06/10/05
GE CAPITAL   202   06/14/05
GE CAPITAL FLEET SERVICES   2,804   06/10/05
GLICK BROTHERS LUMBER CO.   7,886   06/29/05
GREENE COUNTY   1,223   06/01/05
GREENE COUNTY   5,832   06/22/05
GROTON TOWN   74   06/22/05
GUERNSEY COUNTY TREASURER   398   06/10/05
GUNNISON COUNTY TREASURER   15,596   06/10/05
HAMBURG VILLAGE   2,168   06/17/05
HANOVER COUNTY TREASURER   1,634   06/10/05
HARRISON COUNTY   778   06/10/05
HERKIMER COUNTY TREASURER   851   06/17/05
HOCKING COUNTY TREASURER   320   06/23/05
HOOSICK FALLS VILLA   1,522   06/17/05
HOPEWELL CITY TAX(T)   978   06/10/05
IREDELL COUNTY TAX COLLECTOR   136   06/16/05
JOAN A. YACONO   366   06/22/05
KEVIN KIRKMAN   717   06/13/05
KIR TEMECULA L.P.   210   06/24/05
LANCASTER VILLAGE   13,271   06/23/05
LARRY SCHREDER   1,116   06/09/05
LAS ANIMAS COUNTY TREASURER   5,414   06/10/05
LOUDOUN COUNTY   30,076   06/01/05
LOUDOUN COUNTY   522   06/10/05
MADISON COUNTY   18   06/21/05
MARION COUNTY OH   669   06/21/05
MAYVILLE VILLAGE   1,102   06/22/05
MONTGOMERY COUNTY TREASURER   1,584   06/10/05
MONTGOMERY COUNTY TREASURER   846   06/23/05
MOULTONBOROUGH   684   06/22/05
NEW IPSWICH TOWN O   2,596   06/17/05
NEWPORT TOWN NH   400   06/22/05
NIAGARA FALLS SCHOOL DISTRICT   9,665   06/16/05
NORTH COLLINS VILLAGE   1,403   06/22/05

44


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

    Schedule IV   Page 3 of 5

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

Payee

  Amount Paid
  Check Date
NORTHVILLE VILLAGE   880   06/21/05
NYS OFFICE OF REAL PR   1,035   06/16/05
OLD LYME MARKETPLACE   2,121   06/29/05
ORANGE COUNTY   71   06/10/05
ORANGE COUNTY   9,985   06/17/05
ORCHARD PARK TAX COLLECTOR   344   06/17/05
OSSIPEE TAX DEPARTMENT   745   06/22/05
OZMINKOWSKI JACK, TREASURER   212   06/29/05
PERRYSBURG VILLAGE TREASURER   297   06/16/05
PITNEY BOWES CREDIT CORPORATION   87   06/07/05
PITNEY BOWES CREDIT CORPORATION   68   06/20/05
PRINCE GEORGE TREASURER   50,694   06/01/05
RANDOLPH VILLAGE   1,228   06/21/05
RITE AID CORORATION   256   06/23/05
ROANOKE CITY TREASURER   470   06/10/05
ROCKBRIDGE COUNTY   20   06/01/05
RUSHVILLE VILLAGE   478   06/21/05
SAN MIGUEL COUNTY TREASURER   2,756   06/10/05
SARANAC LAKE VILLAGE   9,961   06/15/05
SEANCONY, LP   427   06/07/05
SHERMAN VILLAGE   382   06/17/05
SILVER CREEK VILLAGE   4,098   06/17/05
SPOTSYLVANIA COUNTY   18,455   06/01/05
STAFFORD COUNTY   44,330   06/01/05
STATE OF MARYLAND   300   06/07/05
STATE OF MARYLAND   300   06/09/05
STATE OF MARYLAND   900   06/13/05
STATE OF MARYLAND TREASURER   300   06/13/05
SUMMIT COUNTY   669   06/16/05
TOWN OF AMESBURY   1,950   06/20/05
TOWN OF ANDOVER   82   06/22/05
TOWN OF BLUE HILL   2,247   06/16/05
TOWN OF CAMPTON   1,617   06/23/05
TOWN OF CHESHIRE   230   06/10/05
TOWN OF CONWAY   11,542   06/22/05
TOWN OF HANOVER   361   06/21/05
TOWN OF HINSDALE   3,146   06/22/05
TOWN OF KINGSTON   2,478   06/22/05
TOWN OF LITTLETON TAX COLLECTOR   15,934   06/17/05
TOWN OF LITTLETON TAX COLLECTOR   2,221   06/22/05
TOWN OF LONDONDERRY   28,210   06/22/05
TOWN OF MILAN   421   06/23/05

45


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

    Schedule IV   Page 4 of 5

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

Payee

  Amount Paid
  Check Date
TOWN OF MONT VERNON   1,215   06/16/05
TOWN OF PLYMOUTH   10,512   06/17/05
TOWN OF RUMNEY   14   06/22/05
TOWN OF STEPHENS CITY   86   06/16/05
TOWN OF SUTTON   1,256   06/22/05
TOWN OF TONAWANDA   326   06/17/05
TOWN OF TONAWANDA   147   06/22/05
TREASURER OF TAZEWELL COUNTY   622   06/22/05
TREASURER OF VIRGINIA   4,043   06/10/05
TRUMBULL COUNTY   8,590   06/10/05
TSC, LC   435   06/17/05
US BANCORP   245   06/14/05
VILLAGE OF ANGOLA   243   06/17/05
VILLAGE OF ARGYLE   25   06/22/05
VILLAGE OF BARKER   115   06/17/05
VILLAGE OF BELMONT   1,828   06/16/05
VILLAGE OF BLASDELL   529   06/23/05
VILLAGE OF CANAJOHARIE   1,806   06/22/05
VILLAGE OF CLAYVILLE   216   06/21/05
VILLAGE OF CORINTH   485   06/17/05
VILLAGE OF CUBA   1,344   06/17/05
VILLAGE OF EAST RANDOLPH   1,024   06/21/05
VILLAGE OF FORESTVILLE   263   06/21/05
VILLAGE OF FORT PLAIN   1,119   06/17/05
VILLAGE OF GOWANDA   409   06/22/05
VILLAGE OF GRANVILLE   2,541   06/15/05
VILLAGE OF LEWISTON   326   06/17/05
VILLAGE OF MEDINA   322   06/17/05
VILLAGE OF MIDDLEVILLE   548   06/17/05
VILLAGE OF NELLISTON   420   06/23/05
VILLAGE OF NEW HARTFORD   340   06/17/05
VILLAGE OF NEW YORK MILLS   944   06/15/05
VILLAGE OF NEWPORT   203   06/17/05
VILLAGE OF ORISKANY   745   06/15/05
VILLAGE OF PALATINE BRIDGE   167   06/17/05
VILLAGE OF PENN YAN   6,855   06/17/05
VILLAGE OF PENN YAN   994   06/22/05
VILLAGE OF POLAND   220   06/22/05
VILLAGE OF PORTVILLE   253   06/21/05
VILLAGE OF PROSPECT TREASURER   108   06/17/05
VILLAGE OF REMSEN   133   06/17/05
VILLAGE OF SKANEATELES   318   06/17/05

46


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

    Schedule IV   Page 5 of 5

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

Payee

  Amount Paid
  Check Date
VILLAGE OF SLOAN   202   06/22/05
VILLAGE OF SPRINGVILLE   3,779   06/17/05
VILLAGE OF SPRINGVILLE   420   06/22/05
VILLAGE OF ST. JOHNSVILLE   1,123   06/17/05
VILLAGE OF TUPPER LAKE   1,845   06/15/05
VILLAGE OF WESTFIELD   1,967   06/17/05
VILLAGE OF WESTFIELD   876   06/22/05
VILLAGE OF WHITESBORO   923   06/15/05
VILLAGE OF WILLIAMSVILLE   89   06/17/05
VILLAGE OF WILLIAMSVILLE   250   06/22/05
VILLAGE OF WILSON   466   06/17/05
VILLAGE OF YORKVILLE   738   06/15/05
VILLAGE OF YOUNGSTOWN   430   06/17/05
WAKEFIELD TOWN   689   06/22/05
WARRENTON TOWN TAX COLLECTOR   94   06/10/05
WELLSVILLE VILLAGE   10,174   06/16/05
WILMOT TOWN   339   06/17/05
WOODSTOCK TOWN   1,212   06/17/05
   
   
TOTAL   656,573    
   
   

47


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 June 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
ALABAMA DEPARTMENT OF REVENUE   Gross Receipts Tax   $ 191   06/16/05
ARIZONA DEPARTMENT OF REVENUE   Sales Tax     17   06/09/05
ASHLAND INDEPENDENT BOARD OF   Utility Tax     10,082   06/10/05
BATH COUNTY SCHOOL D   Utility Tax     1,217   06/09/05
BEREA INDEPENDENT SCHOOL DIST   Utility Tax     2,473   06/09/05
BOARD OF EQUALIZATION   Gross Receipts Tax     102   06/14/05
BOARD OF EQUALIZATION   Sales Tax     45   06/24/05
BOURBON COUNTY SCHOOL   Utility Tax     623   06/09/05
BOYD COUNTY SCHOOL D   Utility Tax     3,047   06/09/05
BOYD COUNTY SCHOOL D   Gross Receipts Tax     9   06/17/05
BOYLE COUNTY SCHOOL DISTRICT   Utility Tax     1,535   06/09/05
BREATHITT COUNTY SCH   Utility Tax     1,003   06/09/05
BRECKINRIDGE COUNTY BOARD OF   Utility Tax     549   06/09/05
BURGIN EDUCATION BO   Utility Tax     318   06/09/05
BUTLER COUNTY SCHOOL DISTRICT   Utility Tax     52   06/09/05
CALIFORNIA HIGH COST FUND-A   Gross Receipts Tax     21   06/08/05
CALIFORNIA HIGH COST FUND-B   Sales Tax     367   06/08/05
CALIFORNIA TELECONNECT FUND   Sales Tax     23   06/08/05
CARTER COUNTY SCHOOL   Utility Tax     1,589   06/09/05
CITY OF ARCADIA   Gross Receipts Tax     6   06/14/05
CITY OF BALDWIN PARK   Utility Tax     4,986   06/08/05
CITY OF BEAUMONT   Utility Tax     3,520   06/06/05
CITY OF BRAWLEY   Utility Tax     8,311   06/08/05
CITY OF BRAWLEY   Gross Receipts Tax     6   06/14/05
CITY OF CHARLOTTSVILLE   Utility Tax     54,477   06/08/05
CITY OF COLORADO SPRINGS   Sales Tax     159   06/08/05
CITY OF COLTON   Utility Tax     10,199   06/06/05
CITY OF CULVER CITY   Gross Receipts Tax     6   06/14/05
CITY OF FONTANA   Utility Tax     168   06/06/05
CITY OF HAWTHORNE   Gross Receipts Tax     5   06/14/05
CITY OF HERMOSA BEACH   Utility Tax     21,313   06/06/05
CITY OF HOLTVILLE   Utility Tax     2,004   06/08/05
CITY OF INGLEWOOD   Gross Receipts Tax     6   06/14/05
CITY OF LA HABRA   Utility Tax     26,845   06/08/05
CITY OF LA HABRA   Gross Receipts Tax     26   06/14/05
CITY OF LONG BEACH   Gross Receipts Tax     5   06/14/05
CITY OF LOS ANGELES   Gross Receipts Tax     387   06/14/05
CITY OF MORENO VALLEY   Utility Tax     65,623   06/08/05
CITY OF MORENO VALLEY   Gross Receipts Tax     18   06/14/05

48


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 June 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
CITY OF NORWALK   Gross Receipts Tax   5   06/14/05
CITY OF PASADENA   Gross Receipts Tax   6   06/14/05
CITY OF PICO RIVERA   Utility Tax   12,934   06/08/05
CITY OF PICO RIVERA   Gross Receipts Tax   6   06/14/05
CITY OF PLACENTIA   Utility Tax   15,956   06/06/05
CITY OF PORT HUENEME   Utility Tax   10,357   06/06/05
CITY OF PULLMAN   Gross Receipts Tax   12   06/14/05
CITY OF REDONDO BEACH   Gross Receipts Tax   48   06/14/05
CITY OF REDONDO BEACH CA   Utility Tax   45,875   06/08/05
CITY OF RIALTO   Utility Tax   588   06/06/05
CITY OF RIALTO   Utility Tax   38,819   06/08/05
CITY OF RIALTO   Gross Receipts Tax   11   06/14/05
CITY OF RICHMOND   Gross Receipts Tax     06/14/05
CITY OF SAN BERNARDINO   Utility Tax   64,750   06/08/05
CITY OF SAN BERNARDINO   Gross Receipts Tax   10   06/14/05
CITY OF SAN BUENAVENTURA   Utility Tax   35,844   06/08/05
CITY OF SANTA ANA   Gross Receipts Tax   13   06/14/05
CITY OF SANTA MONICA   Utility Tax   372   06/06/05
CITY OF SANTA MONICA   Utility Tax   159,674   06/08/05
CITY OF SANTA MONICA   Gross Receipts Tax   157   06/14/05
CITY OF SEAL BEACH   Gross Receipts Tax   15   06/14/05
CITY OF SIERRA MADRE   Gross Receipts Tax   7   06/14/05
CITY OF VENTURA   Gross Receipts Tax   7   06/14/05
CITY OF WAYNESBORO   Utility Tax   28,328   06/08/05
CITY OF WINCHESTER   Utility Tax   16,070   06/08/05
CLAREMONT CITY OF TREASURER   Gross Receipts Tax   14   06/14/05
CLOVERPORT BOARD OF EDUCATION   Utility Tax   193   06/09/05
COLORADO DEPARTMENT OF REVENUE   Gross Receipts Tax   270   06/08/05
COLORADO DEPARTMENT OF REVENUE   Sales Tax   1,071   06/08/05
COLORADO DEPT OF REVENUE   Sales Tax   3,053   06/20/05
COMPTROLLER OF MARYLAND   Sales Tax   18,451   06/22/05
CONNECTICUT DEPT OF REVENUE   Sales Tax   355,966   06/30/05
COUNTY OF MONTGOMERY   Utility Tax   8,200   06/08/05
DANVILLE INDEPENDENT SCHOOL DIS   Utility Tax   4,534   06/09/05
DAVIESS CO BOARD OF EDUCATION   Utility Tax   16,837   06/09/05
DAVIESS CO BOARD OF EDUCATION   Gross Receipts Tax   10   06/17/05
DEAF TRUST   Sales Tax   44   06/08/05
ELLIOTT COUNTY SCHOO   Utility Tax   223   06/09/05
FLORIDA DEPT OF REVENUE   Gross Receipts Tax   26,970   06/20/05
FLORIDA DEPT OF REVENUE   Sales Tax   147,122   06/20/05

49


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 June 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
FLORIDA DEPT OF REVENUE   Telecommunications Tax   3,453,060   06/20/05
FRANKLIN COUNTY SCHOOL DISTRICT   Utility Tax   109   06/09/05
FRONTIERVISION OPERATING PART.   Utility Tax     06/09/05
FRONTIERVISION PARTNERS   Utility Tax     06/09/05
GARRARD COUNTY SCHOOL DISTRICT   Utility Tax   946   06/09/05
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   75   06/10/05
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   17,390   06/20/05
HANCOCK COUNTY BOARD OF   Utility Tax   628   06/09/05
HARLAN COUNTY SCHOOL   Utility Tax   247   06/09/05
HARRISON COUNTY SCHOOL DISTRICT   Utility Tax   2,561   06/09/05
HARRODSBURG BOARD OF EDUCATION   Utility Tax   2,690   06/09/05
HENDERSON CO BOARD OF EDUCATION   Utility Tax   2,372   06/09/05
IDAHO STATE TAX COMMISSION   Sales Tax   5,887   06/09/05
IDAHO UNIVERSAL SERV   Gross Receipts Tax   19   06/16/05
INDIANA DEPT OF REVENUE   Sales Tax   1,960   06/10/05
INDIANA DEPT OF REVENUE   Sales Tax   27,596   06/20/05
INTERNAL REVENUE SERVICE   Federal Excise Tax   34,990   06/10/05
JACKSON INDEPENDENT SCHOOLS   Utility Tax   482   06/09/05
JESSAMINE COUNTY BOARD OF EDUCA   Utility Tax   7,752   06/09/05
KANSAS DEPT OF REVENUE   Sales Tax   16,397   06/27/05
KENTUCKY REVENUE CABINET   Sales Tax   3,228   06/20/05
KENTUCKY STATE TREASURER   Sales Tax   55   06/06/05
LAUREL COUNTY SCHOOL   Utility Tax   10,757   06/09/05
LEE COUNTY SCHOOL DI   Utility Tax   992   06/09/05
LESLIE COUNTY SCHOOL   Utility Tax   962   06/10/05
LETCHER COUNTY BOARD OF EDUCATI   Utility Tax   803   06/09/05
LEWIS COUNTY BOARD OF   Utility Tax   881   06/09/05
LEWIS COUNTY SCHOOL   Utility Tax   285   06/09/05
LINCOLN COUNTY BOARD OF EDUCATI   Utility Tax   1,276   06/09/05
LOGAN COUNTY SCHOOL DISTRICT   Utility Tax   30   06/09/05
LOS ANGELES COUNT(T)   Gross Receipts Tax   101   06/14/05
MADISON COUNTY SCHOOL DISTRICT   Utility Tax   19,333   06/09/05
MADISON COUNTY SCHOOL DISTRICT   Gross Receipts Tax   18   06/17/05
MAINE REVENUE SERVIC   Sales Tax   5,054   06/15/05
MAINE REVENUE SERVICES   Sales Tax   980   06/15/05
MARION COUNTY SCHOOL   Utility Tax   2,845   06/09/05
MASS DEPT OF REVENUE   Sales Tax   7,921   06/21/05
MCLEAN COUNTY SCHOOL DISTRICT   Utility Tax   563   06/09/05
MENIFEE COUNTY SCHOO   Utility Tax   387   06/09/05
MERCER COUNTY SCHOOL DISTRICT   Utility Tax   1,763   06/09/05

50


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 June 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   26   06/10/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   5,717   06/13/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   36,229   06/14/05
MORGAN COUNTY SCHOOL   Utility Tax   970   06/09/05
NECA TRS   Federal USF   2,268   06/14/05
NECA VUSF   Gross Receipts Tax   183   06/08/05
NELSON COUNTY BOARD OF EDUCATIO   Utility Tax   1,378   06/09/05
NEUSTAR INC   Federal USF   888   06/16/05
NEW JERSEY SALES TAX   Sales Tax   467   06/20/05
NICHOLAS COUNTY SCHO   Utility Tax   668   06/09/05
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   341   06/13/05
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   20,064   06/20/05
NYS SALES TAX PROCESSING   Gross Receipts Tax   78   06/10/05
NYS SALES TAX PROCESSING   Sales Tax   19,344   06/10/05
OFFICE OF REGULAT(T)   Gross Receipts Tax   232   06/16/05
OHIO COUNTY SCHOOL DISTRICT   Utility Tax   10   06/09/05
OKLAHOMA TAX COMMISSION   Sales Tax   465   06/06/05
OWENSBORO BOARD OF EDUCATION   Utility Tax   11,593   06/09/05
OWSLEY COUNTY BOARD OF EDUCATIO   Utility Tax   372   06/09/05
PA DEPARTMENT OF REVENUE   Sales Tax   230,847   06/20/05
PARIS INDEPENDENT SCHOOLS   Utility Tax   3,030   06/09/05
PERRY COUNTY SCHOOL   Utility Tax   252   06/09/05
PETERSBURG CITY O(T)   Utility Tax   19,448   06/08/05
POWELL COUNTY SCHOOL   Utility Tax   1,703   06/09/05
ROCKCASTLE COUNTY SCHOOL   Utility Tax   901   06/09/05
RUSSELL INDEPENDENT   Utility Tax   5,994   06/09/05
SCOTT COUNTY SCHOOL   Utility Tax   8,484   06/09/05
SOUTH CAROLINA DEPARTMENT OF   Sales Tax   54,786   06/20/05
STATE OF NEW HAMPSHIRE   Utility Tax   111,222   06/06/05
STATE OF NEW HAMPSHIRE   Gross Receipts Tax   1,092   06/08/05
TENNESSEE DEPT OF REVENUE   Sales Tax   65,861   06/20/05
TOWN OF ALBION   Utility Tax   360   06/15/05
TOWN OF BLACKSBURG   Utility Tax   14,321   06/08/05
TOWN OF MT CRESTED BUTTE   Utility Tax   897   06/06/05
TOWN OF SOUTH BOSTON   Utility Tax   4,694   06/08/05
TREASURER OF STATE OF OHIO   Sales Tax   17,932   06/20/05
TREASURER STATE OF OHIO   Sales Tax   21,485   06/10/05
TREASURER STATE OF OHIO   Sales Tax   145,504   06/20/05
UNION COUNTY SCHOOL DISTRICT   Utility Tax   2,961   06/09/05
UNIVERSAL LIFETIME TELEPHONE SE   Gross Receipts Tax   234   06/08/05

51


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 June 30, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
UNIVERSAL SERVICE ADMINSTRATIVE   Federal USF     4,368   06/29/05
UNIVERSAL SERVICE ADMINSTRATIVE   Federal USF     18,316   06/30/05
VERMONT DEPT OF TAXES   Sales Tax     356,116   06/17/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax     2,270   06/10/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax     11,045   06/14/05
WASHINGTON COUNTY BOARD OF EDU   Utility Tax     929   06/09/05
WASHINGTON DEPT OF REVENUE   Sales Tax     4,079   06/15/05
WEBSTER COUNTY BOARD OF   Utility Tax     628   06/09/05
WEST VIRGINIA DEPT OF TAX   Sales Tax     8,507   06/20/05
WEST VIRGINIA STATE TAX DEPT   Sales Tax     193,954   06/20/05
WOLFE COUNTY SCHOOL   Utility Tax     532   06/09/05
WOODFORD COUNTY BOARD OF ED   Utility Tax     4,847   06/09/05
WV DEPARTMENT OF TAX & REVENUE   Sales Tax     99,246   06/20/05
       
   
  Total       $ 6,385,688    
       
   

52


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 June 30, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
ACC CABLE COMMUNICATIONS FL-VA, LLC   081-02-41904   02-41904   $ 3,295,704
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     1,081
ACC OPERATIONS, INC.   081-02-41956   02-41956     486,285
ACC TELECOMMUNICATIONS HOLDINGS LLC   081-02-41864   02-41864    
ACC TELECOMMUNICATIONS LLC   081-02-41863   02-41863     461,122
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     452,351
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     6,375,913
ADELPHIA CABLEVISION ASSOCIATES, LP   081-02-41913   02-41913     751,170
ADELPHIA CABLEVISION CORP.   081-02-41752   02-41752     1,042,393
ADELPHIA CABLEVISION OF BOCA RATON, LLC   081-02-41751   02-41751     1,256,950
ADELPHIA CABLEVISION OF FONTANA, LLC   081-02-41755   02-41755    
ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC   081-02-41754   02-41754     6,108,122
ADELPHIA CABLEVISION OF NEW YORK, INC.   081-02-41892   02-41892     2,902,127
ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC   081-02-41947   02-41947     560,442
ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC   081-02-41781   02-41781     555,409
ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC   081-02-41946   02-41946     657,141
ADELPHIA CABLEVISION OF SAN BERNANDINO, LLC   081-02-41753   02-41753    
ADELPHIA CABLEVISION OF SANTA ANA, LLC   081-02-41831   02-41831     1,874,223
ADELPHIA CABLEVISION OF SEAL BEACH, LLC   081-02-41757   02-41757     186,217
ADELPHIA CABLEVISION OF SIMI VALLEY, LLC   081-02-41830   02-41830     905,654
ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC   081-02-41943   02-41943     288,643
ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC   081-02-41783   02-41783     223,009
ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC   081-02-41766   02-41766     2,125,483
ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC   081-02-41764   02-41764     85,130
ADELPHIA CABLEVISION, LLC   081-02-41858   02-41858     102,963,531
ADELPHIA CALIFORNIA CABLEVISION, LLC   081-02-41942   02-41942     2,624,894
ADELPHIA CENTRAL PENNSYLVANIA, LLC   081-02-41950   02-41950     4,187,123
ADELPHIA CLEVELAND, LLC   081-02-41793   02-41793     12,667,297
ADELPHIA COMMUNICATIONS CORPORATION   081-02-41729   02-41729     11,500,075
ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.   081-02-41857   02-41857    
ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC   081-02-41748   02-41748     3,143,290
ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC   081-02-41817   02-41817     1,389,891
ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC   081-02-41749   02-41749     164,374
ADELPHIA COMPANY OF WESTERN CONNECTICUT   081-02-41801   02-41801     2,906,928

53


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 June 30, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
ADELPHIA GENERAL HOLDINGS III, LLC   081-02-41854   02-41854  
ADELPHIA GP HOLDINGS, LLC   081-02-41829   02-41829  
ADELPHIA GS CABLE, LLC   081-02-41908   02-41908   2,828,874
ADELPHIA HARBOR CENTER HOLDINGS LLC   081-02-41853   02-41853  
ADELPHIA HOLDINGS 2001, LLC   081-02-41926   02-41926  
ADELPHIA INTERNATIONAL II, LLC   081-02-41856   02-41856  
ADELPHIA INTERNATIONAL III, LLC   081-02-41855   02-41855  
ADELPHIA MOBILE PHONES, INC.   081-02-41852   02-41852  
ADELPHIA OF THE MIDWEST, INC.   081-02-41794   02-41794  
ADELPHIA PINELLAS COUNTY, LLC   081-02-41944   02-41944  
ADELPHIA PRESTIGE CABLEVISION, LLC   081-02-41795   02-41795   7,680,041
ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.   081-02-41939   02-41939   48,444
ADELPHIA TELECOMMUNICATIONS, INC.   081-02-41851   02-41851   385,873
ADELPHIA WELLSVILLE, LLC   081-02-41850   02-41850  
ADELPHIA WESTERN NEW YORK HOLDINGS, LLC   081-02-41849   02-41849  
ARAHOVA COMMUNICATIONS, INC.   081-02-41815   02-41815   30
ARAHOVA HOLDINGS, LLC   081-02-41893   02-41893  
BADGER HOLDING CORP   081-02-41792   02-41792  
BETTER TV INC. OF BENNINGTON   081-02-41914   02-41914   291,748
BLACKSBURG/SALEM CABLEVISION, INC.   081-02-41759   02-41759   937,420
BRAZAS COMMUNICATIONS, INC.   081-02-41804   02-41804   81
BUENAVISION TELECOMMUNICATIONS, INC.   081-02-41938   02-41938   698,634
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   188,660
CENTURY ADVERTISING, INC.   081-02-41731   02-41731  
CENTURY ALABAMA CORP   081-02-41889   02-41889   113,356
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   262,571
CENTURY CABLE HOLDING CORP   081-02-41814   02-41814  
CENTURY CABLE HOLDINGS, LLC   081-02-41812   02-41812   21,189,729
CENTURY CABLE MANAGEMENT CORPORATION   081-02-41887   02-41887   218,729
CENTURY CABLE OF SOUTHERN CALIFORNIA   081-02-41745   02-41745  
CENTURY CABLEVISION HOLDINGS, LLC   081-02-41936   02-41936   1,632,178
CENTURY CAROLINA CORP   081-02-41886   02-41886   912,023
CENTURY COLORADO SPRINGS CORP   081-02-41736   02-41736   165,931
CENTURY COLORADO SPRINGS PARTNERSHIP   081-02-41774   02-41774   5,613,885

54


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 June 30, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
CENTURY COMMUNICATIONS CORPORATION   081-02-12834   02-12834   1,361,677
CENTURY CULLMAN CORP   081-02-41888   02-41888   404,768
CENTURY ENTERPRISE CABLE CORP   081-02-41890   02-41890   305,700
CENTURY EXCHANGE, LLC   081-02-41744   02-41744  
CENTURY FEDERAL, INC.   081-02-41747   02-41747  
CENTURY GRANITE CABLE TELEVISION CORP.   081-02-41779   02-41779  
CENTURY HUNTINGTON COMPANY   081-02-41885   02-41885   2,221,670
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   32,819
CENTURY ISLAND CABLE TELEVISION CORP   081-02-41772   02-41772  
CENTURY KANSAS CABLE TELEVISION CORP   081-02-41884   02-41884   229,820
CENTURY LYKENS CABLE CORP   081-02-41883   02-41883   143,365
CENTURY MENDOCINO CABLE TELEVISION, INC.   081-02-41780   02-41780   644,561
CENTURY MISSISSIPPI CORP   081-02-41882   02-41882   369,369
CENTURY MOUNTAIN CORP   081-02-41797   02-41797   146,177
CENTURY NEW MEXICO CABLE TELEVISION CORP.   081-02-41784   02-41784  
CENTURY NORWICH CORP   081-02-41881   02-41881   910,532
CENTURY OHIO CABLE TELEVISION CORP   081-02-41811   02-41811   626,802
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   122,959
CENTURY VIRGINIA CORP   081-02-41796   02-41796   462,846
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   148,920
CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP   081-02-41743   02-41743  
CENTURY-TCI CALIFORNIA, LP   081-02-41741   02-41741   43,263,158
CENTURY-TCI HOLDINGS, LLC   081-02-41742   02-41742  
CHELSEA COMMUNICATIONS, INC.   081-02-41923   02-41923  
CHELSEA COMMUNICATIONS, LLC   081-02-41924   02-41924   14,337,310
CHESTNUT STREET SERVICES, LLC   081-02-41842   02-41842   675
CLEAR CABLEVISION, INC.   081-02-41756   02-41756  
CMA CABLEVISION ASSOCIATES VII, LP   081-02-41808   02-41808   275,906
CMA CABLEVISION ASSOCIATES XI, LP   081-02-41807   02-41807   89,477

55


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 June 30, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
CORAL SECURITY, INC   081-02-41895   02-41895  
COWLITZ CABLEVISION, INC.   081-02-41877   02-41877   644,885
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   65
EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC   081-02-41799   02-41799  
EASTERN VIRGINIA CABLEVISION, LP   081-02-41800   02-41800   647,018
EMPIRE SPORTS NETWORK, LP   081-02-41844   02-41844   13,153
FAE CABLE MANAGEMENT CORP   081-02-41734   02-41734  
FOP INDIANA, LP   081-02-41816   02-41816   184,627
FRONTIERVISION ACCESS PARTNERS, LLC   081-02-41819   02-41819   1,987,543
FRONTIERVISION CABLE NEW ENGLAND, INC.   081-02-41822   02-41822   857,609
FRONTIERVISION CAPITAL CORPORATION   081-02-41820   02-41820  
FRONTIERVISION HOLDINGS CAPITAL CORPORATION   081-02-41824   02-41824  
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION   081-02-41823   02-41823  
FRONTIERVISION HOLDINGS, LLC   081-02-41827   02-41827  
FRONTIERVISION HOLDINGS, LP   081-02-41826   02-41826  
FRONTIERVISION OPERATING PARTNERS, LLC   081-02-41825   02-41825  
FRONTIERVISION OPERATING PARTNERS, LP   081-02-41821   02-41821   27,446,856
FRONTIERVISION PARTNERS, LP   081-02-41828   02-41828   25
FT MYERS CABLEVISION, LLC   081-02-41948   02-41948  
FT. MYERS ACQUISITION LIMITED PARTNERSHIP   081-02-41949   02-41949  
GENESIS CABLE COMMUNICATIONS SUBSIDIARY, LLC   081-02-41903   02-41903  
GLOBAL ACQUISITION PARTNERS, LP   081-02-41933   02-41933   2,829,506
GLOBAL CABLEVISION II, LLC   081-02-41934   02-41934  
GRAFTON CABLE COMPANY   081-02-41788   02-41788    
GS CABLE, LLC   081-02-41907   02-41907   2,611,558
GS TELECOMMUNICATIONS LLC   081-02-41906   02-41906  
HARRON CABLEVISION OF NEW HAMPSHIRE, INC.   081-02-41750   02-41750   1,807,157
HUNTINGTON CATV, INC.   081-02-41765   02-41765   10
IMPERIAL VALLEY CABLEVISION, INC.   081-02-41876   02-41876   952,574
KALAMAZOO COUNTY CABLEVISION, INC.   081-02-41922   02-41922  
KEY BISCAYNE CABLEVISION   081-02-41898   02-41898   286,684
KOOTENAI CABLE, INC.   081-02-41875   02-41875   1,526,394
LAKE CHAMPLAIN CABLE TELEVISION CORPORATION   081-02-41911   02-41911   270,514
LEADERSHIP ACQUISITION LIMITED PARTNERSHIP   081-02-41931   02-41931  
LOUISA CABLEVISION, INC.   081-02-41760   02-41760   54,338
MANCHESTER CABLEVISION, INC.   081-02-41758   02-41758  
MARTHA'S VINEYARD CABLEVISION, LP   081-02-41805   02-41805   289,917
MERCURY COMMUNICATIONS, INC.   081-02-41840   02-41840   57,210

56


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 June 30, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
MICKELSON MEDIA OF FLORIDA, INC.   081-02-41874   02-41874   617,981
MICKELSON MEDIA, INC.   081-02-41782   02-41782   183,387
MONTGOMERY CABLEVISION, INC.   081-02-41848   02-41848  
MONUMENT COLORADO CABLEVISION, INC.   081-02-41932   02-41932   165,037
MOUNTAIN CABLE COMMUNICATIONS CORPORATION   081-02-41916   02-41916  
MOUNTAIN CABLE COMPANY, LP   081-02-41909   02-41909   4,458,828
MT. LEBANON CABLEVISION, INC   081-02-41920   02-41920  
MULTI-CHANNEL TV CABLE COMPANY   081-02-41921   02-41921   642,485
NATIONAL CABLE ACQUISITION ASSOCIATES, LP   081-02-41952   02-41952   2,582,624
OLYMPUS CABLE HOLDINGS, LLC   081-02-41925   02-41925   7,845,788
OLYMPUS CAPITAL CORPORATION   081-02-41930   02-41930  
OLYMPUS COMMUNICATIONS HOLDINGS, LLC   081-02-41953   02-41953  
OLYMPUS COMMUNICATIONS, LP   081-02-41954   02-41954  
OLYMPUS SUBSIDIARY, LLC   081-02-41928   02-41928  
OWENSBORO INDIANA, LP   081-02-41773   02-41773  
OWENSBORO ON THE AIR, INC.   081-02-41777   02-41777  
OWENSBORO-BRUNSWICK, INC.   081-02-41730   02-41730   3,604,940
PAGE TIME, INC.   081-02-41839   02-41839   670
PARAGON CABLE TELEVISION, INC.   081-02-41778   02-41778   1,237
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   188,382
PARNASSOS HOLDINGS, LLC   081-02-41845   02-41845  
PARNASSOS, LP   081-02-41843   02-41843   18,514,291
PERICLES COMMUNICATIONS CORPORATION   081-02-41919   02-41919  
PULLMAN TV CABLE CO., INC.   081-02-41873   02-41873   656,551
RENTAVISION OF BRUNSWICK, INC.   081-02-41872   02-41872   413,032
RICHMOND CABLE TELEVISION CORPORATION   081-02-41912   02-41912   95,433
RIGPAL COMMUNICATIONS, INC.   081-02-41917   02-41917  
ROBINSON/PLUM CABLEVISION, LP   081-02-41927   02-41927   512,943
S/T CABLE CORPORATION   081-02-41791   02-41791  
SABRES, INC.   081-02-41838   02-41838  
SCRANTON CABLEVISION, INC.   081-02-41761   02-41761   1,678,600
SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.   081-02-41767   02-41767  
SOUTHEAST FLORIDA CABLE, INC.   081-02-41900   02-41900   14,362,585
SOUTHWEST COLORADO CABLE INC.   081-02-41769   02-41769   210,982
SOUTHWEST VIRGINIA CABLE, INC.   081-02-41833   02-41833   847,567
STAR CABLE INC.   081-02-41787   02-41787  
STARPOINT, LIMITED PARTNERSHIP   081-02-41897   02-41897   647,346
SVHH CABLE ACQUISITION, LP   081-02-41836   02-41836   956,920
SVHH HOLDINGS, LLC   081-02-41837   02-41837  
TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE   081-02-41798   02-41798   313,121

57


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 June 30, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
TELE-MEDIA COMPANY OF TRI-STATES, LP   081-02-41809   02-41809    
TELE-MEDIA INVESTMENT PARTNERSHIP, LP   081-02-41951   02-41951     1,164,581
TELESAT ACQUISITION LIMITED PARTNERSHIP   081-02-41929   02-41929    
TELESAT ACQUISITION, LLC   081-02-41871   02-41871     4,444,025
THE GOLF CLUB AT WENDING CREEK FARMS, LLC   081-02-41841   02-41841    
THE MAIN INTERNETWORKS, INC.   081-02-41818   02-41818    
THE WESTOVER TV CABLE CO., INC.   081-02-41786   02-41786     75
THREE RIVERS CABLE ASSOCIATES, LP   081-02-41910   02-41910     735,007
TIMOTHEOS COMMUNICATIONS, LP   081-02-41901   02-41901    
TMC HOLDINGS CORPORATION   081-02-41803   02-41803     21,650,000
TMC HOLDINGS, LLC   081-02-41802   02-41802    
TRI-STATES, LLC   081-02-41810   02-41810    
UCA LLC   081-02-41834   02-41834     11,385,388
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     114,792
VAN BUREN COUNTY CABLEVISION, INC.   081-02-41832   02-41832     152,396
WARRICK CABLEVISION, INC   081-02-41866   02-41866    
WARRICK INDIANA, LP   081-02-41865   02-41865     187,681
WELLSVILLE CABLEVISION, LLC   081-02-41806   02-41806     348,732
WEST BOCA ACQUISITION LIMITED PARTNERSHIP   081-02-41899   02-41899     1,385,390
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     133,479
YOUNG'S CABLE TV CORP   081-02-41915   02-41915     410,727
YUMA CABLEVISION, INC.   081-02-41868   02-41868     1,499,818
           
  Total           $ 426,989,154
           

58


  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   7474763; 109864833; 341016; 341017   05/16/05 - 05/16/06

Commercial General Liability

 

AIG
(American Home Assurance Co)

 

5741722

 

05/16/05 - 05/16/06

Commercial Automobile Liability

 

AIG
(American Home Assurance Co)

 

MA—2713236 VA—2713235
All other states—2713234

 

05/16/05 - 05/16/06

Excess Automobile Liability

 

AIG (Lexington)

 

All States—1507622

 

05/16/05 - 05/16/06

Worker's Compensation

 

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

 

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

 

05/16/05 - 05/16/06
 
Ohio

 

Ohio Bureau of Workers Compensation

 

1328524

 

Ongoing*
 
Washington State

 

WA Department of Labor & Industry

 

083 004 452

 

10/1/99 - Ongoing*
 
West Virginia

 

West Virginia Workers' Compensation

 

20104948 101

 

10/1/99 - Ongoing*
 
Wyoming

 

Wyoming Department of Employment

 

366575/989582

 

10/1/99 - Ongoing*

International Package Policy
(Liability & Foreign Voluntary Comp)

 

ACE USA
(ACE American Insurance Co.)

 

PHR073190

 

10/15/04 - 10/15/05

Employment Practices Liability

 

AXIS Reinsurance Co.

 

RBN505212

 

03/18/05 - 03/18/06

59


  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.)

 

AUC937411602

 

05/16/05 - 05/16/06

Excess Umbrella Liability

 

XL, St. Paul

 

US00006683L105A, Q16400088

 

05/16/05 - 05/16/06

Special Crime

 

Liberty Insurance Underwriters

 

180933013

 

12/19/04 - 12/31/05

New York Disability

 

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.).

 

To Be Determined

 

12/31/04 - 12/31/05
    Hartford (Twin City Fire Ins. Co.)   To Be Determined   12/31/04 - 12/31/05
    Axis Reinsurance Co.   To Be Determined   12/31/04 - 12/31/05
    Old Republic Insurance Co.   To Be Determined   12/31/04 - 12/31/05

Blanket Fidelity Bond incl ERISA

 

Great American Insurance Co.

 

CRP-5339123

 

05/16/05 - 05/16/06

Technology &Media Professional Liability (Errors and Omissions)

 

ACE
(Illinois Union Insurance Company)

 

EON G21640104 003

 

04/01/05 - 04/01/06

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

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

60




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