EX-99.1 2 a2154468zex-99_1.htm EXHIBIT 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 February 28, 2005**

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

Willkie Farr & Gallagher LLP

(Debtors' Attorneys)

Monthly Operating Income: $25,386
($ 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: March 24, 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.

1



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

 
  February 28, 2005
 
ASSETS:        
Current assets:        
  Cash and cash equivalents   $ 367,950  
  Restricted cash     5,185  
  Accounts receivables, net     111,772  
  Other current assets     171,439  
   
 
    Total current assets     656,346  
   
 
Noncurrent assets:        
  Restricted cash     3,084  
  Investments in equity affiliates     226,764  
  Related party receivables     17,850  
  Property and equipment, net     4,285,961  
  Intangible assets, net     7,450,389  
  Other noncurrent assets, net     105,466  
   
 
      Total assets   $ 12,745,860  
   
 
LIABILITIES AND STOCKHOLDERS' EQUITY:        
Current liabilities:        
  Accounts payable   $ 129,897  
  Subscriber advance payments and deposits     29,467  
  Accrued liabilities     500,849  
  Deferred income     29,096  
  Current portion of parent and subsidiary debt     613,195  
   
 
    Total current liabilities     1,302,504  
   
 
Noncurrent liabilities:        
  Other liabilities     120,955  
  Deferred income     81,021  
  Deferred income taxes     697,639  
   
 
    Total noncurrent liabilities     899,615  

Liabilities subject to compromise

 

 

18,352,302

 
   
 
        Total liabilities     20,554,421  
   
 
Minority's interest in equity of subsidiary     89,410  

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     9,566,669  
  Accumulated other comprehensive income     826  
  Accumulated deficit     (16,654,343 )
  Treasury stock, at cost     (27,937 )
   
 
      (7,111,840 )
  Amounts due from the Rigas Family and Rigas Family Entities, net     (786,131 )
   
 
    Total stockholders' equity     (7,897,971 )
   
 
        Total liabilities and stockholders' equity   $ 12,745,860  
   
 

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
February 28, 2005

  Thirty-two
Months Ended
February 28, 2005

 
Revenue   $ 335,990   $ 9,803,419  

Cost and expenses:

 

 

 

 

 

 

 
  Direct operating and programming     195,770     6,397,297  
  Selling, general and administrative     28,427     727,334  
  Investigation and re-audit related fees     7,155     194,381  
  Depreciation and amortization     82,346     3,080,895  
  Impairment of long-lived assets         2,019,162  
  Provision for uncollectible amounts due from TelCove         13,899  
  Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities         42,029  
  Gains on dispositions of long-lived assets, net     (3,094 )   (7,735 )
   
 
 
    Total costs and expenses     310,604     12,467,262  
   
 
 
Operating income (loss)     25,386     (2,663,843 )

Other income (expense):

 

 

 

 

 

 

 
  Interest expense, net of amounts capitalized (contractual interest expense was $95,634 and $3,011,054 during February 2005 and during the thirty-two months ended February 28, 2005, respectively)     (41,161 )   (1,075,007 )
  Impairment of cost and available for sale investments         (18,275 )
  Other income (expense), net     169     (234,354 )
   
 
 
    Total other expense, net     (40,992 )   (1,327,636 )

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

 

 

(15,606

)

 

(3,991,479

)
    Reorganization expenses due to bankruptcy     (555 )   (226,876 )
   
 
 
Loss from continuing operations before income taxes, share of earnings (losses) of equity affiliates and minority's interest     (16,161 )   (4,218,355 )
Income tax (expense) benefit         (171,671 )
Share of earnings (losses) of equity affiliates, net     128     (121,451 )
Minority's interest in loss of subsidiary, net     853     73,306  
   
 
 
    Loss from continuing operations     (15,180 )   (4,438,171 )
Discontinued operations, net (includes $97,902 related to the cost of TelCove settlement)         (128,066 )
   
 
 
    Net loss     (15,180 )   (4,566,237 )
Beneficial conversion feature         (19,419 )
   
 
 
Net loss applicable to common stockholders   $ (15,180 ) $ (4,585,656 )
   
 
 
Basic and diluted loss per weighted average share of common stock   $ (0.06 ) $ (18.07 )
   
 
 
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
February 28, 2005

  Thirty-two
Months Ended
February 28, 2005

 
Cash flows from operating activities:              
  Net loss   $ (15,180 ) $ (4,566,237 )
    Adjustments to reconcile net loss to net cash provided by operating activities:              
    Depreciation and amortization     82,346     3,080,895  
    Impairment of long-lived assets         2,019,162  
    Provision for uncollectible amounts due from TelCove         13,899  
    Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities         42,029  
    Gains on dispositions of long-lived assets     (3,094 )   (7,735 )
    Amortization of debt financing costs     4,235     85,890  
    Impairment of cost and available-for-sale investments         18,275  
    Reorganization expenses due to bankruptcy     555     226,876  
    Deferred tax expense (benefit)         193,590  
    Share of (earnings) losses of equity affiliates, net     (128 )   121,451  
    Minority's interest in loss of subsidiary, net     (853 )   (73,306 )
    Other noncash gains         (958 )
    Depreciation, amortization and other non-cash items from discontinued operations         89,268  
    Change in operating assets and liabilities     2,928     250,314  
   
 
 
Net cash provided by operating activities before payment of reorganization expenses     70,809     1,493,413  
Reorganization expenses paid during the period     4,257     (207,606 )
   
 
 
Net cash provided by operating activities     75,066     1,285,807  
   
 
 
Cash flows from investing activities:              
  Expenditures for property, plant and equipment     (34,001 )   (1,641,320 )
  Change in restricted cash     (73 )   (6,141 )
  Other     41,542     154,522  
   
 
 
Net cash provided by (used in) investing activities     7,468     (1,492,939 )
   
 
 
Cash flows from financing activities:              
  Proceeds from debt     590,000     1,382,062  
  Repayments of debt     (684,050 )   (879,927 )
  Payment of bank financing costs     (3,590 )   (65,400 )
   
 
 
Net cash provided by (used in) financing activities     (97,640 )   436,735  
   
 
 
Change in cash and cash equivalents     (15,106 )   229,603  
Cash and cash equivalents, beginning of period     383,056     138,347  
   
 
 
Cash and cash equivalents, end of period   $ 367,950   $ 367,950  
   
 
 

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

4



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

Note 1: Background and Basis of Presentation

        Adelphia and its consolidated subsidiaries (collectively, the "Company") are engaged primarily in the cable television business. The cable systems owned by the Company are located in 31 states and Brazil. In June 2002, Adelphia and substantially all of its domestic subsidiaries (the "Debtors") filed voluntary petitions to reorganize (the "Chapter 11 Cases") under Chapter 11 of Title 11 ("Chapter 11") of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). For additional information, see Note 2.

        Solely for the purposes of the accompanying unaudited consolidated financial statements, the accounts of Adelphia, including its majority-owned subsidiaries and subsidiaries that are at least 50% owned and controlled by Adelphia, are included with the exception of those subsidiaries (the "Non-Filing Entities") who did not file voluntary petitions under Chapter 11 of the Bankruptcy Code. The Non-Filing Entities as of February 28, 2005 include Palm Beach Group Cable, Inc., Praxis Capital Ventures, L.P., Adelphia Brasil, Ltda, STV Communications and Main Security Surveillance, Inc. As of and for the month ended February 28, 2005, the Non-Filing Entities were not significant to the consolidated results of operations, financial position or cash flows of the filing entities. The accompanying unaudited consolidated financial statements do not include the Rigas Family Entities (defined below).

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

        Through May 2002, John J. Rigas, his sons and members of his immediate family served as directors and executive officers of the Company. In May 2002, such Rigas family members resigned from their positions as directors and executive officers of the Company. In addition, although members of the Rigas Family continue to own common stock with a majority of the voting power in Adelphia, the Rigas Family has not been able to exercise such voting power since the Debtors filed for protection under the Bankruptcy Code in June 2002. Prior to May 2002, the Company engaged in numerous transactions that directly or indirectly involved members of the Rigas Family and/or entities in which members of the Rigas Family directly or indirectly held controlling interests (collectively, the "Rigas Family Entities").

        These unaudited consolidated financial statements are not intended to present fairly the financial position of the Company as of February 28, 2005, or the results of its operations or its cash flows for the one and thirty-two month periods ended February 28, 2005 in conformity with GAAP because the accompanying unaudited consolidated financial statements exclude the financial position, results of operations and cash flows of the Non-Filing Entities. All inter-entity transactions between the Debtors are eliminated. Furthermore, 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"). The Company's website, www.adelphia.com, contains a copy of the 2003 Annual Report. 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. 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

General

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

        On July 11, 2002, a statutory committee of unsecured creditors (the "Creditors' Committee") was appointed, and on July 31, 2002, a statutory committee of equity holders (the "Equity Committee" and, together with the Creditors' Committee, the "Committees") was appointed. The Committees have the right to, among other things, review and object to certain business transactions and may participate in the formulation of the Debtors' plan of reorganization. Under the Bankruptcy Code, the Debtors were provided with specified periods during which only the Debtors could propose and file a plan of reorganization (the "Exclusive Period") and solicit acceptances thereto (the "Solicitation Period"). The Debtors received several extensions of the Exclusive Period and the Solicitation Period from the Bankruptcy Court with the latest extension of the Exclusive Period and the Solicitation Period being through February 17, 2004 and April 20, 2004, respectively. The Debtors filed a motion requesting an additional extension of the Exclusive Period and the Solicitation Period. However, the Equity Committee filed a motion to terminate the Exclusive Period and the Solicitation Period and other objections were filed regarding this request. The Bankruptcy Court has extended the Exclusive Period and the Solicitation Period until the hearing on the motions is held and a determination by the Bankruptcy Court is made. Until such hearing, the Exclusive Period and the Solicitation Period are continuing. No hearing has been scheduled.

        Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most other pending litigation, are stayed and other pre-petition contractual obligations against the Company generally may not be enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition contractual liabilities can only be settled under a plan of reorganization to be voted upon by holders of claims and equity interests and approved by the Bankruptcy Court.

        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

6


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

binding bids in accordance with the bidding procedures approved by the Bankruptcy Court. Final bids were due January 31, 2005. Adelphia has 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. Adelphia is currently evaluating the bids. Adelphia is pursuing this dual track process to determine which alternative is in the best interests of the Debtors' constituents.

        On February 4, 2005, the Debtors filed their proposed First Amended Joint Plan of Reorganization (the "Amended Plan") and related First Amended Disclosure Statement with the Bankruptcy Court. The Amended Plan contemplates the possibility of either: (i) emergence from bankruptcy as a stand-alone entity; (ii) distribution of proceeds resulting from a sale or other corporate transaction involving one or more companies in addition to the Debtors; or (iii) emergence from bankruptcy as part of a stand-alone entity after having sold certain clusters of cable systems and distributed the proceeds of such sales. Certain fees are due to the Company's financial advisors upon successful completion of a sale, which are calculated as a percentage (0.11% to 0.20%) of the sale value. Additional fees may be payable depending on the outcome of the sale process.

        Until a plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, no assurance can be given that the Debtors will emerge from bankruptcy.

        To successfully emerge from bankruptcy, the Debtors must, among other things:

    obtain an order of the Bankruptcy Court approving a disclosure statement as containing "adequate information;"

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

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

    consummate the plan of reorganization.

        To complete these steps, the Bankruptcy Court must first hold a hearing to determine if the disclosure statement contains adequate information. No date for such a hearing has been scheduled at this time. Second, before it can issue a confirmation order, the Bankruptcy Court must find that either (i) each class of impaired claims or equity interests has accepted the plan of reorganization or (ii) the plan of reorganization meets the requirements of the Bankruptcy Code to confirm the plan of reorganization over the objections of dissenting classes. In addition, the Bankruptcy Court must find that the plan of reorganization meets certain other requirements specified in the Bankruptcy Code. Confirmation of the plan of reorganization would resolve, among other things, the Debtors' pre-petition obligations, determine the revised capital structure of the newly reorganized Debtors and provide for the Company's corporate governance following emergence from bankruptcy.

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

7


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

rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. For additional information concerning liabilities subject to compromise, see below.

        The ultimate amount of the Debtors' liabilities will be determined during the Debtors' claims resolution process. The Bankruptcy Court established a bar date for filing proofs of claim against the Debtors' estates of January 9, 2004. A bar date is the date by which proofs of claims must be filed if a claimant disagrees with how its claim appears on the Debtors' Schedules of Liabilities. However, under certain limited circumstances, claimants may file proofs of claims after the bar date. The aggregate amount of claims filed with the Bankruptcy Court far exceeds the Debtors' estimate of ultimate liability. Over 18,000 proofs of claim asserting in the aggregate $3.2 trillion in claims have been filed against the Debtors' estates in the Chapter 11 Cases, including duplicative claims, but excluding any estimated amounts for unliquidated claims. The Debtors currently are in the process of reviewing, analyzing and reconciling the scheduled and filed claims. At present, the allowed amounts of such claims are not determinable, and the Debtors expect that the claims resolution process will take significant time to complete. The Debtors have filed two omnibus objections to certain of the claims, seeking to eliminate in excess of $2 trillion in claims, consisting primarily of duplicative claims. The Debtors have filed a third omnibus objection, which is seeking to eliminate, reduce and/or subordinate in excess of $900,000,000,000 of claims asserted against the Debtors by Leonard Tow and Claire Tow (together, the "Tows") and the various trusts that are controlled by the Tows. Simultaneously with the filing of such third omnibus objection, the Company and certain other Debtors commenced an adversary proceeding in the Bankruptcy Court by filing a complaint against Leonard Tow seeking to (i) avoid and recover certain unauthorized postpetition transfers and/or fraudulent transfers totaling approximately $14,000,000 (the "Avoidable Transfers"), (ii) disallow Leonard Tow's claims pending the return of Avoidable Transfers, and (iii) subordinate Leonard Tow's claims.

        In order to provide liquidity following the commencement of the Chapter 11 Cases, the Debtors entered into an Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002, with a group of lenders for a debtor-in-possession credit facility (as amended, the "DIP Facility"). On May 10, 2004, the Debtors entered into a Second Amended and Restated Credit and Guaranty Agreement, which amended and restated the DIP Facility in its entirety (as amended, the "First Extended DIP Facility"). On February 25, 2005, the Debtors entered into a Third Amended and Restated Credit and Guaranty Agreement, which amended and restated the First Extended DIP Facility in its entirety (the "Second Extended DIP Facility"). For additional information, see Note 5.

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

8


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

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

    having a plan of reorganization confirmed by the Bankruptcy Court;

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

    obtaining substantial financing, including working capital financing, which the Company may not be able to obtain on favorable terms, or at all. A failure to obtain necessary financing would result in the delay, modification or abandonment of the Company's development and expansion plans and would have a material adverse effect on the Company;

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

    resolving other material litigation;

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

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

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

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

    attracting, motivating and retaining key executives and employees.

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

    Exit Financing Commitment

        On February 25, 2004, Adelphia executed a commitment letter and certain related documents pursuant to which, and subject to the terms and conditions set forth therein, a syndicate of financial institutions committed to provide to the Debtors up to $8,800,000,000 in exit financing (the "Exit Financing Facility"), which amounts may be used by the Debtors to make the cash payments contemplated by the Amended Plan and to pay related transaction costs associated with the reorganization of the Debtors. The commitment letter and the related documents were amended on several occasions during the first and second quarters of 2004 to give effect to certain developments in the Chapter 11 Cases, including in

9


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

response to the April 22, 2004 announcement by the Debtors of their intention to pursue a possible sale of the Company or its assets.

        The proposed Exit Financing Facility is comprised of (i) $5,500,000,000 of senior secured credit facilities (the "Bank Facilities"), which includes $4,750,000,000 of term loans and a $750,000,000 revolving credit line, and (ii) a $3,300,000,000 bridge facility (the "Bridge Facility"). The revolving credit line would generally not be used on the closing date to finance the cash payments to be made under the Amended Plan or to pay transaction costs associated with the reorganization of the Debtors. Rather, the revolving credit line would be used following the completion of the Debtors' reorganization to fund the working capital requirements of the Debtors. The aggregate commitment of the exit lenders under the terms of the exit financing commitment is subject to reduction under certain circumstances, which are described in the commitment letter, as amended. In addition, Adelphia has the right to terminate the commitment of the exit lenders after the execution of a definitive sale agreement that has been approved by the board of directors of Adelphia (the "Board") providing for the sale of all or substantially all of the assets of the Debtors or all or substantially all of the equity of Adelphia. The obligation of the exit lenders to fund the Exit Financing Facility is subject to certain conditions which are enumerated in the commitment letter and the attachments thereto, each as amended. There can be no assurance that such conditions will be satisfied.

        On June 30, 2004, and after Adelphia and the exit lenders agreed on certain modifications to the terms of the commitment letter and the related documents, the Bankruptcy Court entered an order approving the commitment letter, the related documents and the exit financing commitment. Following the Bankruptcy Court's approval of the exit financing commitment, the Company paid the exit lenders a nonrefundable fee of $10,000,000 and reimbursed the exit lenders for certain expenses they had incurred through the date of such approval, including certain legal expenses incurred by them through such date. Additional fees will be payable by the Company under the terms of the exit financing commitment irrespective of whether the Exit Financing Facility is utilized. Certain other fees will only become payable if the Exit Financing Facility is funded.

        The commitment of the exit lenders under the exit financing commitment currently is scheduled to expire on June 30, 2005. If a plan of reorganization is confirmed by the Bankruptcy Court on or before 5:00 p.m., New York City time, on June 30, 2005, then Adelphia has the right to extend the exit financing commitment for up to 90 calendar days. On March 9, 2005, Adelphia entered into an amendment to the commitment letter pursuant to which, and subject to the terms and conditions set forth therein, the exit lenders have agreed to extend the duration of the exit financing commitment until December 31, 2005. In addition, under the terms of the amendment to the commitment letter, if a plan of reorganization is confirmed by the Bankruptcy Court on or before 5:00 p.m., New York City time, on December 31, 2005, then Adelphia has the right to extend the exit financing commitment for up to 180 calendar days. In connection with the execution of the amendment to the commitment letter, Adelphia and the exit lenders also entered into an amendment to the related fee letter pursuant to which, and subject to the terms and conditions set forth therein, Adelphia agreed to pay, on June 30, 2005, the date on which the exit financing commitment of the exit lenders currently is scheduled to expire, the accrued and unpaid commitment fees in respect of the Bank Facilities and the Bridge Facility (such accrued and unpaid commitment fees in respect of such facilities are estimated to approximate $53,000,000 in the aggregate through June 30, 2005). From and after June 30, 2005, the commitment fees in respect of the Bank Facilities and the Bridge Facility will continue to accrue on the terms set forth in the fee letter relating to the exit financing commitment. The amendments to the commitment letter and related fee letter described herein will not become effective unless and until they are approved by the Bankruptcy Court. On March 11, 2005, the Debtors filed a motion with the Bankruptcy Court seeking approval of such amendments. A hearing on such motion is currently scheduled for April 8, 2005.

    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

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

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):

 
  February 28,
2005

Parent and subsidiary debt   $ 13,290,903
Parent and subsidiary debt under co-borrowing credit facilities attributable to Rigas Family Entities     2,846,156
Accounts payable     949,911
Accrued liabilities     1,116,538
Series B Preferred Stock     148,794
   
    $ 18,352,302
   

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

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

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

        Only those fees directly related to the Chapter 11 filings are included in reorganization expenses due to bankruptcy. These expenses are offset by the interest earned during reorganization. Certain reorganization expenses are contingent upon the approval of a plan of reorganization by the Bankruptcy Court and include cure costs, financing fees and success fees. The Company is currently aware of certain success fees that potentially could be paid to third party financial advisers of the Company and the Committees upon the Company's emergence from bankruptcy. Currently, these success fees are estimated to be between $21,500,000 and $34,950,000. As no plan of reorganization has been confirmed by the Bankruptcy Court, no accrual for such contingent payments or equity awards to certain executives payable upon emergence from bankruptcy has been recorded in the accompanying consolidated financial statements.

        The Company is incurring certain professional fees that, although not directly related to the Chapter 11 filing, relate to the investigation of the actions of the Rigas Management and related efforts to comply with applicable laws and regulations. These expenses include the additional audit fees incurred for the year 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.

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

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

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

 
  February 28,
2005

 
Amounts due from the Rigas Family and Rigas Family Entities, including co-borrowing and other interest deferred and management fees not recognized   $ 3,741,516  
Co-borrowing and other interest deferred and management fees not recognized     (612,032 )
   
 
Amounts due from the Rigas Family and Rigas Family Entities, net of co-borrowing and other interest deferred and management fees not recognized     3,129,484  
Allowance for uncollectible amounts     (2,343,353 )
   
 
Amounts due from the Rigas Family and Rigas Family Entities, net   $ 786,131  
   
 

Note 4. Impairment of Long-Lived Assets

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

 
  Thirty-two
months ended
February 28,
2005

Property and equipment:      
  Convergence(a)   $ 49,756
Intangible assets, net(b)     1,969,406
   
  Impairment of long-lived assets   $ 2,019,162
   

    (a) Convergence

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

    (b) Intangible assets, net

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

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

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

Note 5. Debt

        The carrying value of the Company's debt is summarized below for the indicated periods. With the exception of the Second Extended DIP Facility, the Company's capital lease obligations and a portion of other subsidiary debt, all amounts shown in the table below represent pre-petition liabilities that are included in liabilities subject to compromise (amounts in thousands):

 
  February 28,
2005

 
Parent debt—unsecured:(a)        
  Senior notes   $ 4,767,565  
  Convertible subordinated notes(b)     1,992,022  
  Senior debentures     129,247  
  Pay-in-kind notes     31,847  
   
 
    Total parent debt     6,920,681  
   
 
Subsidiary debt:        
  Secured        
    Second Extended DIP Facility(c)     581,000  
    Notes payable to banks     2,240,313  
    Capital lease obligations     31,824  
  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     121,894  
   
 
      Total subsidiary debt     5,387,406  
   
 
Co-Borrowing Facilities(d)     4,576,375  

Deferred financing fees(e)

 

 

(134,208

)
   
 
      Total   $ 16,750,254  
   
 
Current portion of parent and subsidiary debt   $ (613,195 )
   
 
Liabilities subject to compromise (Note 2)   $ (16,137,059 )
   
 

13


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

(a) 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.

(b) Convertible Subordinated Notes

        At February 28, 2005, the convertible subordinated notes included (i) $1,029,876,000 aggregate principal amount of 6% subordinated convertible notes, (ii) $975,000,000 aggregate principal amount of 3.25% subordinated convertible notes and (iii) unamortized discounts aggregating $12,854,000. The Rigas Family Entities hold $167,376,000 aggregate principal amount of the 6% notes and $400,000,000 aggregate principal amount of the 3.25% notes. The terms of the 6% notes and 3.25% notes provide for the conversion of such notes into Class A Common Stock (Class B Common Stock in the case of notes held by the Rigas Family Entities) at the option of the holder any time prior to maturity at an initial conversion price of $55.49 per share and $43.76 per share, respectively.

(c) Second Extended DIP Facility

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

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

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

        The terms of the Second Extended DIP Facility contain certain restrictive covenants, which include limitations on the ability of the Loan Parties to (i) incur additional guarantees, liens and indebtedness, (ii) sell or otherwise dispose of certain assets and (iii) pay dividends or make other distributions, or payments with respect to any shares of capital stock, subject to certain exceptions set forth in the Second Extended DIP Facility. The Second Extended DIP Facility also requires compliance with certain financial covenants with respect to operating results and capital expenditures. These financial covenants became effective for periods beginning May 1, 2003.

14


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

        As of February 28, 2005, $81,000,000 under the Tranche A Loan has been drawn and letters of credit totaling $112,188,000 have been issued under the Tranche A Loan, leaving availability of $606,812,000 under the Tranche A Loan. Furthermore, as of February 28, 2005, the entire $500,000,000 under the Tranche B Loan has been drawn.

        The foregoing summary of certain material terms and conditions of the Second Extended DIP Facility 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, a copy of which is attached as an exhibit to Adelphia's Current Report on Form 8-K filed with the SEC on February 25, 2005.

(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 February 28, 2005 represent pre-petition liabilities that have been classified as liabilities subject to compromise in the accompanying consolidated balance sheet.

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

 
  February 28,
2005

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

Other Debt Matters

Weighted average interest rate payable by Adelphia and subsidiaries under credit agreements with banks at February 28, 2005   6.21 %

Note 6. TelCove Spin-off and Bankruptcy Proceedings

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

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

15


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

Master Reciprocal Settlement Agreement.

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

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

Note 7. Century/ML

Bankruptcy filing

        On September 30, 2002, Century/ML Cable Venture ("Century/ML Cable"), a 50/50 joint venture between Century and ML Media Partners, L.P. ("ML Media") filed a voluntary petition to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. This bankruptcy proceeding is administered separately from that of Adelphia. Century/ML Cable is operating its business as a debtor-in-possession and is continuing to serve its subscribers in three communities in Puerto Rico. Prior to the Century/ML Cable Chapter 11 filing, the Company accounted for its investment in Century/ML Cable under the equity method of accounting. At this time, Century/ML Cable is expected to generate sufficient cash to fund foreseeable operations and capital requirements. The Century/ML Cable's Chapter 11 filing is not expected to have a material impact on the operations of Century/ML Cable's subsidiary, Century-ML Cable Corporation, which serves communities in Puerto Rico. Since October 2002 Century/ML Cable has been filing a separate monthly operating report with the Bankruptcy Court.

Other matters

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

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

16


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

Note 8. Litigation Matters

SEC Civil Action and DoJ Investigation

        On July 24, 2002, the SEC filed a civil enforcement action (the "SEC Civil Action") against Adelphia, certain members of the Rigas Family and others, alleging various securities fraud and improper books and records claims arising out of actions allegedly taken or directed by certain members of the Rigas Management (none of whom remain with the Company). This case is pending in the District Court and settlement discussions are in progress among Adelphia and representatives of the SEC and the DoJ. The deadline for Adelphia to respond to the SEC's complaint is currently March 31, 2005.

        On December 3, 2003, the SEC filed a proof of claim in the Chapter 11 Cases against Adelphia for, among other things, penalties, disgorgement and prejudgment interest in an unspecified amount. The staff of the SEC has told the Company's advisors that its asserted claims for disgorgement and civil penalties under various legal theories could amount to billions of dollars.

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

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

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

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

Securities and Derivative Litigation

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

17


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

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

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

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

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

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

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

Acquisition Actions

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

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

18


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

bankruptcy stay is lifted or for other good cause shown. These actions have been stayed pursuant to the automatic stay provisions of section 362 of the Bankruptcy Code.

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

Equity Committee Shareholder Litigation

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

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

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

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

ML Media Litigation

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

        In March 2000, ML Media brought suit against Century, Adelphia and Arahova Communications Inc. ("Arahova"), a direct subsidiary of Adelphia and Century's immediate parent, in the Supreme Court of the State of New York, seeking, among other things (i) the dissolution of Century/ML Cable and the appointment of a receiver to sell Century/ML Cable's assets, (ii) if no receiver was appointed, an order authorizing ML Media to conduct an auction for the sale of Century/ML Cable's assets to an unrelated third party and enjoining Adelphia from interfering with or participating in that process, (iii) an order directing the defendants to comply with the Century/ML Cable joint venture agreement with respect to provisions relating to governance matters and the budget process and (iv) compensatory and punitive damages. The parties negotiated a consent order that imposed consultative and reporting requirements on Adelphia and Century as well as restrictions on Century's ability to make capital expenditures without ML Media's approval. On April 26, 2001, ML Media obtained a court order holding Century's Century/ML Cable management board designee in contempt for violating the consent order.

        In connection with the December 13, 2001 settlement of the above dispute, ACC, Century/ML Cable, ML Media and Highland Holdings ("Highland"), a general partnership owned and controlled by members of the Rigas Family, entered into a Leveraged Recapitalization Agreement (the "Recap Agreement"), pursuant to which Century/ML Cable agreed to redeem ML Media's 50% interest in Century/ML Cable (the "Redemption") on or before September 30, 2002 for a purchase price between $275,000,000 and $279,800,000 depending on the timing of such redemption, plus interest. Among other things, the Recap Agreement provided that (i) Highland would arrange debt financing for the Redemption, (ii) Highland, Adelphia and Century would jointly and severally guarantee debt service on debt financing

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

for the Redemption on and after the closing, and (iii) Highland and Century would own 60% and 40% interests, respectively, in the recapitalized Century/ML Cable. Under the terms of the Recap Agreement, Century's 50% interest in Century/ML Cable was pledged to ML Media as collateral for Adelphia's obligations.

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

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

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

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

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

The X Clause Litigation

        On December 29, 2003, the Ad Hoc Committee of holders of Adelphia's 6% and 4% subordinated notes (collectively the "Subordinated Notes"), together with the Bank of New York, the indenture trustee for the Subordinated Notes (collectively, the "X Clause Plaintiffs"), commenced an adversary proceeding against Adelphia in the Bankruptcy Court. The X Clause Plaintiffs' complaint sought a judgment declaring that the Subordinated Notes are entitled to share pari passu in the distribution of any common stock issued by Adelphia under the Stand-Alone Plan and are not subordinated to Adelphia's senior classes of indebtedness with respect to such common stock distributions.

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

        On February 6, 2004, Adelphia filed its answer to the complaint, denying all of its substantive allegations. Thereafter, both the X Clause Plaintiffs and Adelphia cross-moved for summary judgment with both parties arguing that their interpretation of the X Clause was correct as a matter of law. The indenture trustee for the Adelphia senior notes also intervened in the action and, like Adelphia, moved for summary judgment arguing that the X Clause Plaintiffs were subordinated to holders of senior notes with

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

respect to any distribution of common stock under a plan. In addition, the Creditors' Committee also moved to intervene and, thereafter, moved to dismiss the X Clause Plaintiffs' complaint on the ground, among others, that it did not present a justiciable case or controversy and therefore was not ripe for adjudication. In a written decision, dated April 12, 2004, the Bankruptcy Court granted the Creditors' Committee's motion to dismiss without ruling on the merits of the various cross-motions for summary judgment. The Bankruptcy's Court's dismissal of the action was without prejudice to the X Clause Plaintiffs' right to bring the action at a later date, if appropriate.

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

Rigas Criminal Action

        In connection with an investigation conducted by the DoJ, on July 24, 2002, certain members of the Rigas Family and certain alleged co-conspirators were arrested, and on September 23, 2002, were indicted by a grand jury on charges including fraud, securities fraud, bank fraud and conspiracy to commit fraud. On November 14, 2002, one of the Rigas Family's alleged co-conspirators, James Brown, pleaded guilty to one count each of conspiracy, securities fraud and bank fraud. On January 10, 2003, another of the Rigas Family's alleged co-conspirators, Timothy Werth, who had not been arrested with the others on July 24, 2002, pleaded guilty to one count each of securities fraud, conspiracy to commit securities fraud, wire fraud and bank fraud. The trial in the Rigas Criminal Action began on February 23, 2004 in the District Court. On July 8, 2004, the jury returned a partial verdict in the Rigas Criminal Action. John J. Rigas and Timothy J. Rigas were each found guilty of conspiracy (one count), bank fraud (two counts), and securities fraud (15 counts) and not guilty of wire fraud (five counts). Michael J. Mulcahey was acquitted of all 23 counts against him. The jury found Michael J. Rigas not guilty of conspiracy and wire fraud but remained undecided on the securities fraud and bank fraud charges against him. On July 9, 2004, the court declared a mistrial on the remaining charges against Michael J. Rigas after the jurors were unable to reach a verdict as to those charges. The bank fraud charges against Michael J. Rigas have since been dismissed with prejudice, but the DoJ has requested that a new trial date be set to retry Michael J. Rigas on the securities fraud charges. On November 1, 2004, Michael J. Rigas' post-trial motion for dismissal of all charges was denied. The post-trial motions of John J. and Timothy J. Rigas in which they sought to overturn the guilty verdicts were denied on November 15, 2004. Both have stated that they intend to appeal the guilty verdicts. At a hearing held on March 16, 2005, the District Court set October 24, 2005 as the date for the retrial of Michael J. Rigas. On March 17, 2005, the District Court denied the motion of John J. Rigas and Timothy J. Rigas for a new trial pursuant to Rule 33 of the Federal Rules of Criminal Procedure. The sentencing of John J. Rigas and Timothy J. Rigas is currently scheduled for April 18, 2005.

        The indictment against the Rigases includes a request for entry of a money judgment in an amount exceeding $2,500,000,000 and for entry of an order of forfeiture. The Company believes that the DoJ may seek through such criminal forfeiture all interests of the convicted Rigas defendants in the Rigas Family Entities, or through civil forfeiture all of the assets of the Rigas Family Entities. The Government may also seek such assets through indictment of such entities. On December 10, 2004, the DoJ filed an application for a preliminary order of forfeiture finding John J. Rigas and Timothy J. Rigas jointly and severally liable for personal money judgments in the amount of $2,500,000,000. The Company has asserted claims against members of the Rigas Family and the Rigas Family Entities for amounts due, including their share of the borrowings under the Co-Borrowing Facilities. If the DoJ achieves the forfeiture of such assets, it will be significantly more difficult for the Company to recover on its claims with respect to the Rigas Family Entities. In addition, such forfeiture would make it significantly more difficult, if not impossible, for the Company to acquire ownership of, and maintain operational control over, the Managed Cable Entities which are highly integrated into the Company's operations.

        The Company is not a defendant in the Rigas Criminal Action but remains under investigation by the DoJ regarding matters related to alleged wrongdoing by certain members of the Rigas Family. The Company cannot predict the outcome of this investigation or estimate the possible effects on the financial condition or results of operations of the Company.

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

Verizon Franchise Transfer Litigation

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

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

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

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

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

parties agreed to informally stay the litigation pending negotiations between the Company and the City for the Company's renewal of its cable franchise, with the intent that such negotiations would also lead to a settlement of the pending litigation. However, on September 16, 2004, at the City's request, the court set certain procedural dates, including a trial date of July 12, 2005, which effectively re-opened the case to active litigation. Subsequently, the July 12, 2005 trial date was vacated pursuant to a stipulation and order, and a status conference is now scheduled for July 12, 2005.

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

Dibbern Adversary Proceeding

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

        On or about December 13, 2002, Adelphia moved to dismiss the adversary proceeding on several bases, including that the complaint fails to state a claim for which relief can be granted and that the matters alleged therein should be resolved in the claims process. Adelphia's motion has been fully briefed and argued and is presently under consideration by the court.

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

Tele-Media Examiner Motion

        By motion filed in the Bankruptcy Court on August 5, 2004, TMCD and certain of its affiliates are seeking the appointment of an examiner for the following Debtors: Tele-Media Company of Tri-States, L.P., CMA Cablevision Associates VII, L.P., CMA Cablevision Associates XI, L.P., TMC Holdings Corporation, Adelphia Company of Western Connecticut, TMC Holdings, LLC, Tele-Media Investment Limited Partnership, L. P., Eastern Virginia Cablevision, L.P., Tele-Media Company of Hopewell Prince George, and Eastern Virginia Cablevision Holdings, LLC. Among other things, TMCD alleges that management and the Board breached their fiduciary obligations to the creditors and equity holders of those entities. Consequently, TMCD seeks the appointment of an examiner to investigate and make recommendations to the Bankruptcy Court regarding various issues related to such entities. The hearing on this motion has been consensually adjourned until April 2005.

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

Creditors' Committee Lawsuit Against Pre-Petition Banks

        Pursuant to the Bankruptcy Court order approving the DIP Facility (the "Final DIP Order"), the Company made certain acknowledgments (the "Acknowledgments") with respect to the extent of its indebtedness under the 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

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

actions and claims against the pre-petition lenders and to bring litigation against the pre-petition lenders based on any wrongful conduct. The Final DIP Order also provided that any official committee appointed in the Chapter 11 Cases would have the right to request that it be granted standing by the Bankruptcy Court to challenge the Acknowledgments and to bring claims belonging to the Company and its estates against the pre-petition lenders.

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

        The Bank Complaint contains 52 claims for relief to redress the claimed wrongs and abuse committed by the agents, lenders and other entities. The Bank Complaint seeks to, among other things, (i) recover as fraudulent transfers the principal and interest paid by the Company to the defendants, (ii) avoid as fraudulent obligations the Company's obligations, if any, to repay the defendants, (iii) recover damages for breaches of fiduciary duties to the Company and for aiding and abetting fraud and breaches of fiduciary duties by the Rigas Family, (iv) equitably disallow, subordinate or recharacterize each of the defendants' claims in the Chapter 11 Cases, (v) avoid and recover certain allegedly preferential transfers made to certain defendants, and (vi) recover damages for violations of the Bank Holding Company Act.

        Numerous motions seeking to defeat the Pre-petition Lender Litigation were filed by the defendants and the Bankruptcy Court held a hearing on such issues, but the Bankruptcy Court has not issued a ruling yet. The Equity Committee has filed a motion seeking authority to bring additional claims against the pre-petition lenders pursuant to the Racketeering Influenced and Corrupt Organizations ("RICO") Act. The Bankruptcy Court heard oral argument on these motions on December 20 and December 21, 2004, but the Bankruptcy Court has not yet ruled on the motions.

        Under the Amended Plan, the Company is seeking to compromise and settle, in part, the Pre-petition Lender Litigation, including through the dismissal of certain claims and the release of certain defendants.

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

Devon Mobile Claim

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

        In late May 2002, the Company notified Devon G.P., Inc. ("Devon G.P."), the general partner of Devon Mobile, that it would likely terminate certain discretionary operational funding to Devon Mobile. In July 2002, the Company learned that its former subsidiary, TelCove, had elected to terminate certain services it provided to Devon Mobile. On August 19, 2002, Devon Mobile and certain of its subsidiaries

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

filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Devon Mobile Bankruptcy Court").

        On January 17, 2003, the Company filed proofs of claim and interest against Devon Mobile and its subsidiaries for approximately $129,000,000 in respect of debt and equity claims, as well as an additional claim of approximately $35,000,000 relating to the Company's guarantee of certain Devon Mobile obligations (collectively, the "Company Claims"). By order dated October 1, 2003, the Devon Mobile Bankruptcy Court confirmed Devon Mobile's First Amended Joint Plan of Liquidation (the "Devon Plan"). The Devon Plan became effective on October 17, 2003, at which time the Company's limited partnership interest in Devon Mobile was extinguished. On or about January 8, 2004, Devon Mobile filed proofs of claim in the Chapter 11 Cases in respect of, among other things, certain transfers alleged to be made by Devon Mobile to the Company prior to the commencement of the Chapter 11 Cases (the "Devon Claims"). On June 21, 2004, Devon Mobile commenced an adversary proceeding in the Chapter 11 Cases (the "Devon Adversary Proceeding") through the filing of a complaint (the "Devon Complaint") in respect of the Devon Claims. On August 20, 2004, the Company filed an answer and counterclaim in response to the Devon Complaint denying the allegations made in the Devon Complaint and asserting various counterclaims against Devon Mobile (the "Company Answer"), which encompassed the Company Claims. On November 22, 2004, the Company filed a motion for leave (the "Motion for Leave") to file a third party complaint against Devon G.P. and Lisa-Gaye Shearing Mead, the sole owner and President of Devon G.P. By endorsed order entered January 12, 2005, Judge Robert E. Gerber, the judge presiding over the Chapter 11 Cases and the Devon Adversary Proceeding, granted a recusal request made by counsel to Devon G.P. On January 21, 2005, the Devon Adversary Proceeding was reassigned from Judge Gerber to Judge Cecelia G. Morris. As of the date hereof, the Motion for Leave remains pending before the Bankruptcy Court. Any recovery of the Company Claims is uncertain at this time.

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

NFHLP Claim

        On January 13, 2003, NFHLP and certain of its subsidiaries (the "NFHLP Debtors") filed voluntary petitions to reorganize under Chapter 11 in the United States Bankruptcy Court of the Western District of New York (the "NFHLP Bankruptcy Court") seeking protection under the U. S. bankruptcy laws. Certain of the NFHLP Debtors entered into an agreement dated March 13, 2003 for the sale of certain assets, including the Buffalo Sabres National Hockey League team, and the assumption of certain liabilities. On October 3, 2003, the NFHLP Bankruptcy Court approved the NFHLP joint plan of liquidation. The NFHLP Debtors filed a complaint, dated November 4, 2003, against, among others, Adelphia and the Creditors' Committee seeking to enforce certain prior stipulations and orders of the NFHLP Bankruptcy Court against Adelphia and the Creditors' Committee related to the waiver of Adelphia's right to participate in certain sale proceeds resulting from the sale of assets. Certain of the NFHLP Debtors' pre-petition lenders, which are also defendants in the adversary proceeding, have filed cross-complaints against Adelphia and the Creditors' Committee asking the NFHLP Bankruptcy Court to enjoin Adelphia and the Creditors' Committee from prosecuting their claims against those pre-petition lenders. Proceedings as to the complaint itself have been suspended. With respect to the cross-complaints, motion practice and discovery are proceeding concurrently; no hearing on dispositive motions has been scheduled.

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

Litigation Relating to Rigas Family Defense Costs

        In July 2003 and again in February 2004, the Rigas Family sought approval from the Bankruptcy Court to use cash from the Managed Cable Entities to fund the Rigas Family members' civil and criminal defense costs. The Rigas Family claimed they were entitled to this funding based on certain purported

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

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

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

        On November 8, 2004, a hearing occurred regarding evidentiary issues relating to the Rigas Family members' latest motion at which time the court granted Adelphia's motion to exclude certain evidence. Another evidentiary hearing was held on November 22, 2004, concerning the ability of the Rigases to obtain additional funding of attorneys fees both pursuant to the request which was granted but vacated by the District Court and the latest request for an additional $11,000,000. The Bankruptcy Court has not yet issued a written decision on the Rigas Family members' motions. As of February 28, 2005, $27,800,000 had been advanced to the Rigas Family.

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

Preferred Shareholder Litigation

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

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

Adelphia's Lawsuit Against the Rigas Family

        On July 24, 2002, Adelphia filed a complaint in the Bankruptcy Court (the "Rigas Civil Action") against John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, James Brown, Michael C. Mulcahey, Peter L. Venetis, Doris Rigas, Ellen Rigas Venetis and the Rigas Family Entities. This action generally alleges that defendants misappropriated billions of dollars from the Company in breach of their fiduciary duties to Adelphia. On November 15, 2002, Adelphia filed an amended complaint against the defendants that expanded upon the facts alleged in the original complaint and alleged violations of the RICO Act (Counts I-IV), breach of fiduciary duty (Count V), securities fraud (Count VI), fraudulent concealment (Count VII), fraudulent misrepresentation (Count VIII), conversion (Count IX), waste of

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

corporate assets (Count X), breach of contract (Count XI), unjust enrichment (Count XII), fraudulent conveyance (Count XIII), constructive trust (Count XIV), inducing breach of fiduciary duty (Count XV), and a request for an accounting (Count XVI) (the "Amended Complaint"). The Amended Complaint seeks relief in the form of, among other things, treble and punitive damages, disgorgement of monies and securities obtained as a consequence of the Rigases' improper conduct and attorneys' fees.

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

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

        On August 20, 2004, Adelphia moved for partial summary judgment against John J., Timothy J., Michael J., and James P. Rigas, and the Rigas Family Entities on counts XII (unjust enrichment) and XIV (constructive trust) of the Amended Complaint. Adelphia seeks judgment in the amount of $3,232,000,000 plus pre-judgment interest from April 30, 2002, and asks the court to impose a constructive trust on the Rigases' monies and property acquired, directly or indirectly, through the use of the Company's funds and credit, and to order the reconveyance of all such monies and property to the Company. On October 20, 2004, the Rigas Defendants filed their response to Adelphia's motion pursuant to Rule 56(f) of the Federal Rules of Civil Procedure, claiming that the court should delay consideration of the motion until the Rigas Defendants have had the opportunity to conduct additional discovery. In a December 2, 2004 decision, the Bankruptcy Court agreed to delay consideration of the motion until the Rigas Defendants could conduct certain, but not all, of the additional discovery they had requested. The hearing on the motion is currently scheduled for April 14, 2005.

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

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

Adelphia's Lawsuit Against Deloitte

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

27


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

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

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

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

Series E Preferred Stock Motion

        On October 29, 2004, Adelphia filed a motion to postpone the conversion of Adelphia's Series E Preferred Stock into shares of Class A Common Stock from November 15, 2004 to February 1, 2005, to the extent such conversion was not already stayed by the Debtors' bankruptcy filing, in order to protect the Debtors' NOL carryovers. The motion was heard on November 10, 2004, and on November 18, 2004, the Bankruptcy Court entered an order approving the postponement effective November 14, 2004.

        On February 4, 2005, Adelphia entered into a stipulation postponing, to the extent applicable, the conversion date of both the Series E Preferred Stock and the Series F Preferred Stock until March 1, 2005. On March 2, 2005, Adelphia entered into a stipulation postponing, to the extent applicable, the conversion date of both the Series E Preferred Stock and the Series F Preferred Stock until April 4, 2005.

Other

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

28


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

Note 9. Additional information

Reclassification

        Certain amounts for the thirty-two months ended February 28, 2005 have been reclassified to conform with the February 28, 2005 monthly presentation.

Dispositions

        As more fully described in Note 6, in April 2004, the Company transferred the economic risks and benefits of certain assets which provide CLEC telecommunication services to TelCove. Accordingly, the Company presented such CLEC assets as discontinued operations beginning in April 2004.

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

Change in Useful Life

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

Cash and cash equivalents

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

Restricted cash

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

Accounts receivable

        Accounts receivable are reflected net of an allowance for doubtful accounts. Such allowance was $19,823,000 at February 28, 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 February 28, 2005.

29


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

Preferred stock

        Contractual dividends applicable to the Company's preferred stock were $10,010,000 and $320,333,000 for the respective one and thirty-two months ended February 28, 2005.

Basic and diluted loss per weighted average share of common stock

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

Supplemental cash flow information

        Cash payments for interest were $37,903,000 and $1,046,763,000 for the one and thirty-two month periods ended February 28, 2005, respectively. Included in these amounts are cash payments made by the Company of $14,755,000 and $437,376,000 for the one and thirty-two month periods ended February 28, 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 the continuity program that consists of two distinct programs (i) the Adelphia Communications Corporation Key Employee Continuity Program (as amended, the "Stay Plan") and (ii) the Adelphia Communications Corporation Sale Bonus Program (as amended, the "Sale Plan" and, together with the Stay Plan, the "Continuity Program"), which are each designed to motivate certain employees to remain with the Debtors. Certain executive officers of Adelphia are not eligible to participate in the Continuity Program. In addition, the order authorized certain amendments to the Amended and Restated Severance Program and certain formal employment agreements. With respect to the Stay Plan and the Sale Plan, in the event that (i) a Change in Control (as defined in the Stay Plan and the Sale Plan) occurs and (ii) all of the bonuses under both the Stay Plan and the Sale Plan are payable, the total cost of the Continuity Program could reach approximately $30,800,000 (including approximately $9,800,000 payable under the Stay Plan, $18,000,000 payable under the Sale Plan, and a $3,000,000 pool from which the CEO of Adelphia may grant additional bonuses).

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 February 28, 2005 and January 31, 2005.

 
  Filing
Entities

  Brazil
  Rigas
Entities

  Century/ML
Cable and
St. Marys

  Total
February 28, 2005:                    
Basic customers   4,753,003   53,237   227,277   143,132   5,176,649
Digital customers   1,851,155     85,845   67,173   2,004,173
High speed internet customers   1,367,130   4,876   78,834   8,447   1,459,287
   
 
 
 
 
Total revenue generating units   7,971,288   58,113   391,956   218,752   8,640,109
   
 
 
 
 
January 31, 2005:                    
Basic customers   4,754,772   53,391   226,739   143,076   5,177,978
Digital customers   1,841,345     85,248   67,103   1,993,696
High speed internet customers   1,337,079   4,680   77,506   7,394   1,426,659
   
 
 
 
 
Total revenue generating units   7,933,196   58,071   389,493   217,573   8,598,333
   
 
 
 
 

Note 11. Bankruptcy Court Reporting Schedules

        The Bankruptcy Court reporting schedules included in this report beginning on page 32 are for the period from February 1 through February 28, 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
February 28, 2005

  Reference
Gross wages paid   $ 44,702,551   Schedule I
Employee payroll taxes withheld     9,874,939   Schedule I
Employer payroll taxes due     5,101,368   Schedule I
Payroll taxes paid*     13,080,761   Schedule II*
Sales and other taxes due     6,871,691   Schedule III
Gross taxable sales     82,720,716   Schedule III
Real estate and personal property taxes paid     764,744   Schedule IV
Sales and other taxes paid     6,222,231   Schedule V
Cash disbursements     399,570,042   Schedule VI
Insurance coverage     N/A   Schedule VII

*
The amount reported above for payroll taxes 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 February 28, 2005

Week Ending Date

  Gross
Wages Paid

  Employee Payroll
Taxes Withheld

  Employer Payroll
Taxes Due

04-Feb-05   $ 21,671,847   $ 4,724,220   $ 2,533,119
18-Feb-05   $ 23,030,704   $ 5,150,719   $ 2,568,249
   
 
 
  Total   $ 44,702,551   $ 9,874,939   $ 5,101,368

33



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

Schedule II

Page 1 of 2

Court Reporting schedules for Payroll Taxes Paid
for the Month Ended February 28, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
INTERNAL REVENUE SERVICE   $ 5,554,496   02/07/05
STATE OF ALABAMA     3,962   02/07/05
STATE OF ARIZONA     1,870   02/07/05
STATE OF CALIFORNIA     154,422   02/07/05
STATE OF COLORADO     61,304   02/07/05
STATE OF CONNECTICUT     11,758   02/07/05
STATE OF GEORGIA     7,062   02/07/05
STATE OF IDAHO     4,396   02/07/05
STATE OF INDIANA     794   02/07/05
STATE OF KANSAS     330   02/07/05
STATE OF KENTUCKY     17,897   02/07/05
STATE OF MAINE     18,720   02/07/05
STATE OF MARYLAND     11,643   02/07/05
STATE OF MASSACHUSETTS     24,662   02/07/05
STATE OF NEW YORK     106,922   02/07/05
STATE OF NORTH CAROLINA     11,188   02/07/05
STATE OF OHIO     71,523   02/07/05
STATE OF OKLAHOMA     263   02/07/05
STATE OF PENNSYLVANIA     89,437   02/07/05
STATE OF SOUTH CAROLINA     2,778   02/07/05
STATE OF VERMONT     15,849   02/07/05
STATE OF VIRGINIA     51,462   02/07/05
CITY OF CLEVELAND HEIGHTS     15   02/09/05
CENTRAL COLLECTION AGENCY     5   02/17/05
INTERNAL REVENUE SERVICE     6,025,510   02/22/05
STATE OF ARIZONA     2,935   02/22/05
STATE OF CALIFORNIA     191,210   02/22/05
STATE OF COLORADO     63,217   02/22/05
STATE OF CONNECTICUT     11,083   02/22/05
STATE OF GEORGIA     7,911   02/22/05
STATE OF IDAHO     4,742   02/22/05
STATE OF INDIANA     799   02/22/05
STATE OF KANSAS     355   02/22/05
STATE OF KENTUCKY     18,798   02/22/05
STATE OF MAINE     21,538   02/22/05
STATE OF MARYLAND     14,345   02/22/05
STATE OF MASSACHUSETTS     26,957   02/22/05

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 February 28, 2005

Payee

  Payroll Taxes
Paid

  Payment Date
STATE OF MICHIGAN   211   02/22/05
STATE OF NEW YORK   110,522   02/22/05
STATE OF NORTH CAROLINA   14,428   02/22/05
STATE OF OHIO   79,136   02/22/05
STATE OF OKLAHOMA   337   02/22/05
STATE OF PENNSYLVANIA   92,038   02/22/05
STATE OF SOUTH CAROLINA   3,582   02/22/05
STATE OF VERMONT   19,736   02/22/05
STATE OF VIRGINIA   57,112   02/22/05
STATE OF WISCONSIN   609   02/22/05
ASHTABULA INCOME TAX   341   02/24/05
CENTRAL COLLECTION AGENCY   31,873   02/24/05
CITY OF CHILLICOTHE   2,051   02/24/05
CITY OF CLEVELAND HEIGHTS   4,634   02/24/05
CITY OF DANVILLE   257   02/24/05
CITY OF HUNTINGTON   284   02/24/05
CITY OF MARION   838   02/24/05
CITY OF NEWARK   2,895   02/24/05
CITY OF PITTSBURGH   7,003   02/24/05
COLUMBUS CITY INCOME TAX   1,265   02/24/05
DIRECTOR OF FINANCE   1,671   02/24/05
DIRECTOR OF FINANCE   288   02/24/05
EMPLOYMENT DEVELOPMENT DEPT   1,358   02/24/05
LORAIN CITY TAX   1,767   02/24/05
MISSISSIPPI STATE TAX COMMISSN   2,426   02/24/05
MONTANA DEPARTMENT OF REVENUE   806   02/24/05
NEBRASKA DEPARTMENT OF REVENUE   8   02/24/05
RITA   10,813   02/24/05
SCHOOL DISTRICT INCOME TAX   2,231   02/24/05
TREASURER CITY OF OWENSBORO   392   02/24/05
UTAH STATE TAX COMMISSION   264   02/24/05
VILLAGE OF GREENWOOD   308   02/24/05
WEST VIRGINIA DEPT OF TAX & REV   17,119   02/24/05
TOTAL   13,080,761    

35



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

Schedule III

Page 1 of 6

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended February 28, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

 
ALABAMA DEPT. OF REVENUE   $ 209   $ 3,487  
ARIZONA DEPARTMENT OF REVENUE     19     215  
ASHLAND INDEPENDENT BOARD OF EDUCATION     10,149     338,310  
BANK OF AMERICA     272     19,410  
BATH COUNTY SCHOOL DISTRICT     568     18,936  
BEREA COUNTY SCHOOL DISTRICT     1,572     52,399  
BOARD OF EQUALIZATION     131     A  
BOARD OF EQUALIZATION     (70 )   (918 )
BOARD OF EQUALIZATION     (20 )   (209 )
BOURBON COUNTY SCHOOL DISTRICT     329     10,973  
BOYD COUNTY SCHOOL DISTRICT     3,077     102,567  
BOYLE COUNTY SCHOOL DISTRICT     1,542     51,405  
BREATHITT COUNTY SCHOOL DISTRICT     921     30,710  
BRECKINRIDGE COUNTY BOARD OF EDUCATION     647     21,574  
BURGIN INDEPENDENT BOARD OF EDUCATION     326     10,850  
BUTLER COUNTY SCHOOL DISTRICT     55     1,822  
CA TELECONNECT FUND     31      
CARTER COUNTY SCHOOL DISTRICT     676     22,539  
CCHCF-A     33      
CHCF-B     472      
CITY O F MONTEREY         2  
CITY OF ALAHAMBRA     2     47  
CITY OF ALBION     259     5,176  
CITY OF ALGOURA HILLS     12     239  
CITY OF ARCADIA     6     122  
CITY OF ASOTIN         3  
CITY OF BALDWIN PARK     4,256     141,867  
CITY OF BALDWIN PARK     5     174  
CITY OF BEAUMONT     2,582     86,057  
CITY OF BELLEVUE         5  
CITY OF BOTHELL     4     61  
CITY OF BRAWLEY     7,674     191,848  
CITY OF BRAWLEY     4     89  
CITY OF BURBANK     4     58  
CITY OF CHARLOTTESVILLE     53,044     530,445  
CITY OF CLAREMONT     25     452  
CITY OF COLFAX     2     29  
CITY OF COLORADO SPRINGS     127     5,081  
CITY OF COLTON     7,814     191,303  

36


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

Schedule III

Page 2 of 6

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended February 28, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

CITY OF COLTON   5   137
CITY OF CULVER CITY   10   87
CITY OF DESERT HOT SPRINGS   4   78
CITY OF EL MONTE   1   16
CITY OF ELK GROVE   1   21
CITY OF ENGLEWOOD   80   2,285
CITY OF FONTANA   285   5,693
CITY OF FONTANA     8
CITY OF GARDENA   1   12
CITY OF GLENDALE   3   45
CITY OF GUNNISON   2   69
CITY OF HAWTHORNE   1   21
CITY OF HERMOSA BEACH   21,386   356,440
CITY OF HOLTVILLE   1,771   35,424
CITY OF HOLTVILLE   1   11
CITY OF HUNTINGTON BEACH   1   14
CITY OF INDIO     3
CITY OF INGLEWOOD   3   34
CITY OF IRVINE     4
CITY OF KALAMA   3   57
CITY OF KELSO   6,115   101,920
CITY OF KIRKLAND     7
CITY OF LA HABRA   26,477   441,277
CITY OF LA HABRA   27   456
CITY OF LA VERNE     1
CITY OF LEAVENWORTH     2
CITY OF LONG BEACH   4   77
CITY OF LONGVIEW   61   1,014
CITY OF LONGVIEW   20,739   345,648
CITY OF LOS ANGELES   477   4,766
CITY OF MAMMOTH LAKE    
CITY OF MORENO VALLEY   54,279   904,645
CITY OF MORENO VALLEY   29   475
CITY OF NORWALK   2   36
CITY OF OLYMPIA   2   19
CITY OF PALM SPRINGS     4
CITY OF PALOUSE   1   20
CITY OF PALOUSE   335   4,791
CITY OF PASADENA   5   60
CITY OF PETERSBURG   19,701   98,504

37


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

Schedule III

Page 3 of 6

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended February 28, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

CITY OF PICO RIVERA   8,691   173,812
CITY OF PICO RIVERA   6   112
CITY OF PLACENTIA   15,410   440,292
CITY OF PLACENTIA   7   196
CITY OF POMEROY     4
CITY OF PORT HUENEME   8,925   223,132
CITY OF PORT HUENEME   3   65
CITY OF PORTERVILLE     6
CITY OF PULLMAN   12   148
CITY OF REDONDO BEACH   45,725   962,628
CITY OF REDONDO BEACH   45   937
CITY OF RIALTO   35,664   445,794
CITY OF RIALTO   19   234
CITY OF RIVERSIDE   2   32
CITY OF SALINAS     7
CITY OF SAN BERNARDINO   62,196   784,308
CITY OF SAN BERNARDINO   6   78
CITY OF SAN BUENAVENTURA   35,259   705,181
CITY OF SAN GABRIEL     3
CITY OF SAN LUIS OBISPO     2
CITY OF SANTA ANA   16   263
CITY OF SANTA BARBARA   1   15
CITY OF SANTA CRUZ   3   46
CITY OF SANTA MONICA   143,360   1,433,602
CITY OF SANTA MONICA   138   1,376
CITY OF SANTA ROSA    
CITY OF SEAL BEACH   21   189
CITY OF SEATTLE     5
CITY OF SHORELINE     5
CITY OF SIERRA MADRE   3   57
CITY OF SPOKANE   1   24
CITY OF STANWOOD     1
CITY OF TACOMA     3
CITY OF TOLEDO     3
CITY OF TOPPENISH    
CITY OF TORRANCE     5
CITY OF VANCOUVER   1   22
CITY OF VENTURA   10   206
CITY OF WAYNESBORO   27,326   273,260
CITY OF WENATCHEE     4

38


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

Schedule III

Page 4 of 6

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended February 28, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

CITY OF WESTMINISTER     4
CITY OF WHITTIER   6   113
CITY OF WOODLAND   3   43
CLOVERPORT INDEPENDENT SCHOOL DISTRICT   234   7,784
COLORADO DEPT. OF REVENUE   740   29,621
COLORADO DEPT. OF REVENUE   2,680   80,056
COMMISSIONER OF REVENUE SERVICES   293,386   5,588,306
COMMISSIONER OF REVENUE SERVICES   352,623   5,877,048
COMMONWEALTH OF MASSACHUSETTS   8,612   172,249
COMPTROLLER OF MARYLAND   303   6,056
COMPTROLLER OF MARYLAND   723   36,139
COMPTROLLER OF MARYLAND   15,181   303,622
COMPTROLLER OF PUBLIC ACCOUNTS   1   15
COUNTY OF LOS ANGELES   127   2,539
COUNTY OF MONTGOMERY   8,315   83,148
DANVILLE INDEPENDENT SCHOOL DISTRICT   4,617   153,900
DAVIESS COUNTY BOARD OF EDUCATION   16,862   562,085
DAVIESS COUNTY SCHOOL DISTRICT   218   7,263
DES MOINES     7
ELLIOT COUNTY SCHOOL DISTRICT   90   3,008
FLORIDA DEPARTMENT OF REVENUE   3,514,712   25,186,624
FLORIDA DEPARTMENT OF REVENUE   196,687   3,124,848
FRANKLIN COUNTY SCHOOL DISTRICT   105   3,498
GARRAD COUNTY SCHOOL DISTRICT   478   15,930
GEORGIA DEPARTMENT OF REVENUE   16,471   250,801
HANCOCK COUNTY BOARD OF EDUCATION   716   23,866
HARLAN COUNTY SCHOOL DISTRICT   221   7,351
HARRISON COUNTY SCHOOL DISTRICT   2,449   81,632
HARRODSBURG INDEPENDENT BOARD OF EDUCATION   2,667   88,904
HENDERSON COUNTY BOARD OF EDUCATION   2,404   80,145
ID USF   27  
IDAHO STATE TAX COMMISSION   5,398   84,519
INDIANA DEPARTMENT OF REVENUE   21,431   357,165
INTERNAL REVENUE SERVICE   38,931   1,297,774
JACKSON INDEPENDENT SCHOOLS   445   14,831
JESSAMINE COUNTY BOARD OF EDUCATION   4,936   164,517
KANSAS DEPT. OF REVENUE   16,677   220,884
KENTUCKY REVENUE CABINET   3,565   59,407
LAUREL COUNTY SCHOOL DISTRICT   11,979   399,302

39


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

Schedule III

Page 5 of 6

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended February 28, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

LEE COUNTY SCHOOL DISTRICT   936   31,199
LESLIE COUNTY SCHOOL DISTRICT   926   30,882
LETCHER COUNTY BOARD OF EDUCATION   767   25,581
LEWIS COUNTY BOARD OF EDUCATION   861   34,438
LEWIS COUNTY SCHOOL DISTRICT   115   4,591
LINCOLN COUNTY BOARD OF EDUCATION   1,248   41,596
LOGAN COUNTY SCHOOL DISTRICT   32   1,051
MADISON COUNTY SCHOOL DISTRICT   13,187   439,574
MAINE REVENUE SERVICES   5,320   106,411
MAINE REVENUE SERVICES   255,027   5,100,549
MARION COUNTY BOARD OF EDUCATION   1,376   45,852
MCLEAN COUNTY SCHOOL DISTRICT   673   22,412
MENIFEE COUNTY SCHOOL DISTRICT   232   7,743
MERCER COUNTY SCHOOL DISTRICT   1,763   58,756
MISSISSIPPI STATE TAX COMMISSION   40,920   584,568
MISSISSIPPI STATE TAX COMMISSION   1,582   22,598
MORGAN COUNTY SCHOOL DISTRICT   444   14,789
NC DEPARTMENT OF REVENUE   18,190   228,163
NECA PAUSF   1,182  
NECA VUSF   222   17,518
NELSON COUNTY BOARD OF EDUCATION   1,287   42,916
NICHOLAS COUNTY SCHOOL DISTRICT   356   11,872
NJ DIVISION OF TAXATION   459   7,652
NYS CORPORATION TAX   3  
NYS ESTIMATED CORPORATION TAX   61   16,124
NYS ESTIMATED CORPORATION TAX   1,128   45,111
NYS SALES TAX PROCESSING   18,803   236,965
OHIO COUNTY SCHOOL DISTRICT   20   656
OKLAHOMA TAX COMMISSION   489   16,768
OWENSBORO BOARD OF EDUCATION   11,807   393,567
OWSLEY COUNTY BOARD OF EDUCATION   352   11,718
PA DEPARTMENT OF REVENUE   208,723   3,789,642
PA DEPT. OF REVENUE   7,951   159,019
PARIS INDEPENDENT SCHOOL DISTRICT   1,820   60,658
PERRY COUNTY SCHOOL DISTRICT   228   7,602
POWELL COUNTY SCHOOL DISTRICT   911   30,370
PSU   232  
PUC/OREGON UNIVERSAL SERVICE FUND   7  
ROCKCASTLE COUNTY SCHOOL DISTRICT   493   16,449
RUSSELL INDEPENDENT SCHOOL DISTRICT   5,976   199,200

40


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

Schedule III

Page 6 of 6

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended February 28, 2005

Taxing Jurisdiction

  Sales and
Other
Taxes Due

  Gross
Taxable Sales

SCOTT COUNTY SCHOOL DISTRICT     5,495     183,177
SOUTH CAROLINA DEPT. OF REVENUE     56,583     787,246
STATE OF MICHIGAN     84     1,397
STATE OF NEW HAMPSHIRE     1,268     18,111
STATE OF NEW HAMPSHIRE     97,613     1,394,469
STATE TAX DEPARTMENT     295,659     4,927,642
TN DEPARTMENT OF REVENUE     62,319     683,701
TOWN OF BLACKSBURG     15,388     153,878
TOWN OF MT CRESTED BUTTE     1,605     35,657
TOWN OF SOUTH BOSTON     4,390     43,896
TREASURER STATE OF OHIO     173,608     2,332,671
UNION COUNTY SCHOOL DISTRICT     2,938     97,924
USAC     4,387    
VERMONT DEPARTMENT OF TAXES     343,827     5,730,459
VERMONT DEPARTMENT OF TAXES     1,056     17,598
VIRGINIA DEPARTMENT OF TAXATION     14,442     288,810
WASHINGTON COUNTY BOARD OF EDUCATION     502     16,736
WASHINGTON DEPT. OF REVENUE     4,183     54,993
WEBSTER COUNTY BOARD OF EDUCATION     642     21,396
WOLFE COUNTY SCHOOL DISTRICT     269     8,982
WOODFORD COUNTY BOARD OF EDUCATION     2,804     93,471
WYOMING DEPARTMENT OF REVENUE     79     1,572
   
 
    $ 6,871,691   $ 82,720,716
   
 

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

41



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

Schedule IV

Page 1 of 4

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended February 28, 2005

Payee

  Amount Paid
  Check Date
ARAPAHOE COUNTY   $ 75,571   02/01/05
CARROLL COUNTY       02/01/05
CAYUGA COUNTY TREASURER     3,562   02/01/05
CHAUTAUQUA COUNTY     56,471   02/01/05
CITY OF STANTON     321   02/01/05
EL PASO COUNTY TREASURER     5,177   02/01/05
GLICK BROTHERS LUMBER CO.     7,656   02/01/05
GLYNN CNTY. TAX COMMISSIONER     3,711   02/01/05
LACKAWANNA CITY TREASURER     8,063   02/01/05
LAS ANIMAS COUNTY TREASURER     5,414   02/01/05
NEW HAVEN CITY(T)     579   02/01/05
NEWPORT TOWN NH     2,965   02/01/05
NYS OFFICE OF REAL PR     7,542   02/01/05
ORCHARD PARK TAX COLLECTOR     9,271   02/01/05
RADCO BUILDERS L.C.     258   02/01/05
SUMMIT COUNTY     7,059   02/01/05
TOWN OF EVANS     6,147   02/01/05
TOWN OF GRAND ISLAND     6,416   02/01/05
TOWN OF HAMBURG       02/01/05
TOWN OF LANCASTER     14,435   02/01/05
TOWN OF TONAWANDA     7,051   02/01/05
VENTURA COUNTY TAX COLLECTOR     56   02/01/05
FINISTERRA CORPORATION     22,691   02/02/05
CARROLL COUNTY     87   02/03/05
CITY OF MT STERLING     2,175   02/03/05
ELMA TOWN HALL     3,882   02/03/05
ERIE COUNTY TAX DEPARTMENT     15,211   02/03/05
GEORGETOWN CITY     1,696   02/03/05
GLENN FALLS CITY TREASURER     5,423   02/03/05
JEFFERSONVILLE TAX COLLECTOR     178   02/03/05
NELSON COUNTY SHERIFF     3,146   02/03/05
OWSLEY COUNTY SHERIFR     1,329   02/03/05
RECEIVER OF TAXES & ASSESSMENTS     17,298   02/03/05
ROSS COUNTY TREASURER     9,598   02/03/05
SAN MIGUEL COUNTY TREASURER     2,756   02/03/05
STAMPING GROUND COUNTY     154   02/03/05
TOWN OF AMHERST     23,416   02/03/05

42


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

Schedule IV

Page 2 of 4

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended February 28, 2005

Payee

  Amount Paid
  Check Date
TOWN OF BIG STONE GAP   36   02/03/05
TOWN OF CLARENCE   6,876   02/03/05
TOWN OF HAMBURG   2,650   02/03/05
TOWN OF LANCASTER   12,715   02/03/05
TOWN OF LEE   10,084   02/03/05
TOWN OF OAK BLUFFS   5   02/03/05
TOWN OF PLYMOUTH   537   02/03/05
TOWN OF TONAWANDA   3,553   02/03/05
TOWN OF WEST SENECA   60,430   02/03/05
TUSCARAWAS COUNTY   37   02/03/05
WILLIAMS COUNTY   200   02/03/05
WOOD COUNTY TREASURER   149   02/03/05
BULLS GAP TAX COLLECTOR   822   02/04/05
GREATAMERICA LEASING CORP   35   02/04/05
HAWKINS COUNTY TRUSTEE   2,713   02/04/05
JACKSON COUNTY TREASURER   770   02/04/05
LICKING COUNTY TREASURER   8,484   02/04/05
MADISON COUNTY   1,108   02/04/05
MEDINA COUNTY   339   02/04/05
OTTAWA COUNTY TREASURER   1,265   02/04/05
CAYUGA COUNTY TREASURER   367   02/08/05
CITY OF NORTH TONAWANDA   4,261   02/08/05
COLUMBIANA COUNTY TREASURER   428   02/08/05
HAMLIN TOWN   154   02/08/05
LACKAWANNA COUNTY TAX COLLECTOR   625   02/08/05
LARRY SCHREDER   991   02/08/05
MAHONING COUNTY TREASURER   4,720   02/08/05
CARTER COUNTY COURTHOUSE   3,945   02/10/05
DARKE COUNTY TREASURER   116   02/10/05
GE CAPITAL FLEET SERVICES   3,552   02/10/05
GREENE COUNTY TRUSTEE   98,836   02/10/05
GUERNSEY COUNTY TREASURER     02/10/05
GUNNISON COUNTY TREASURER   15,626   02/10/05
HAMBLEN COUNTY   11,837   02/10/05
HAMBURG TOWN COLLECTOR   11,317   02/10/05
LACKAWANNA COUNTY TAX COLLECTOR   2,043   02/10/05
LOUDON COUNTY TRUSTEE   6,451   02/10/05
MORENCI CITY   1,706   02/10/05
MUSKINGUM COUNTY TREASURER   732   02/10/05

43


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

Schedule IV

Page 3 of 4

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended February 28, 2005

Payee

  Amount Paid
  Check Date
SPRINGFIELD CITY TREASURER   410   02/10/05
THE CITY OF JACKSON TREASURER   787   02/10/05
TOWN OF GREENEVILLE   44,298   02/10/05
TUSCARAWAS COUNTY   7,165   02/10/05
WASHINGTON COUNTY COUNTY   3,064   02/10/05
WOLFE COUNTY SHERIFF   2,853   02/10/05
DARLINGTON COUNTY   130   02/11/05
NEOPOST LEASING   100   02/11/05
SSD SYSTEMS   2   02/11/05
GE CAPITAL FLEET SERVICES   (331 ) 02/14/05
BUTLER COUNTY   2,855   02/16/05
COUNTY OF ROCKINGHAM   285   02/16/05
DANVILLE CITY TAX DEPARTMENT   2,962   02/16/05
LAWRENCE COUNTY OH   326   02/16/05
LEE COUNTY   435   02/16/05
MONROE CO TREASURER   11   02/16/05
OLIVE HILL CITY   886   02/16/05
SAN MIGUEL COUNTY TREASURER   5   02/16/05
TOWN OF ACCIDENT TREASURER   261   02/16/05
TOWN OF FRIENDSVILLE   193   02/16/05
WILMORE CITY   1,123   02/16/05
YUMA COUNTY   533   02/16/05
BEAVER COUNTY   180   02/18/05
DELAGE LANDEN FINANCIAL SERVICES   162   02/18/05
ERIE COUNTY TAX DEPARTMENT   5,118   02/18/05
LOS ANGELES COUNTY   54   02/18/05
SUNFLOWER COUNTY TREASURER   274   02/18/05
TOWN OF MARSHFIELD   7,710   02/18/05
PITNEY BOWES CREDIT CORPORATION   112   02/22/05
CAL & JOANNE FAMILY LTD PRTNRSP   200   02/23/05
ERIE COUNTY TAX DEPARTMENT   22,444   02/23/05
LETCHER COUNTY SHERRIF   3,613   02/23/05
MADAWASKA TOWN   13,003   02/23/05
NIAGARA FALLS CITY   13,356   02/23/05
RITE AID CORORATION   252   02/23/05
SPOTSYLVANIA COUNTY   241   02/23/05
TOWN OF AMESBURY   763   02/23/05
TOWN OF COLLINS   64   02/23/05
TOWN OF SARDINIA   859   02/23/05
WASHINGTON COUNTY   9,937   02/23/05

44


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

Schedule IV

Page 4 of 4

Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended February 28, 2005

Payee

  Amount Paid
  Check Date
EASTLAKE COMMERCIAL   61   02/24/05
BLACKBURN CENTER, LLC   433   02/25/05
DORIS LAWTON   170   02/25/05
KIR TEMECULA L.P.   105   02/25/05
TOTAL   764,744    

45



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 February 28, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
ALABAMA DEPARTMENT OF REVENUE   Gross Receipts Tax   $ 215   02/17/05
ARIZONA DEPARTMENT OF REVENUE   Sales Tax     15   02/16/05
ASHLAND INDEPENDENT BOARD OF   Utility Tax     10,656   02/09/05
BATH COUNTY SCHOOL D   Utility Tax     1,197   02/09/05
BEREA INDEPENDENT SCHOOL DIST   Utility Tax     2,419   02/09/05
BOARD OF EQUALIZATION   Gross Receipts Tax     148   02/09/05
BOARD OF EQUALIZATION   Sales Tax     16   02/22/05
BOARD OF EQUALIZATION   Sales Tax     62   02/24/05
BOURBON COUNTY SCHOOL   Utility Tax     568   02/09/05
BOYD COUNTY SCHOOL D   Gross Receipts Tax     11   02/09/05
BOYD COUNTY SCHOOL D   Utility Tax     3,266   02/09/05
BOYLE COUNTY SCHOOL DISTRICT   Utility Tax     1,542   02/09/05
BREATHITT COUNTY SCH   Utility Tax     1,048   02/09/05
BRECKINRIDGE COUNTY BOARD OF   Utility Tax     655   02/09/05
BURGIN EDUCATION BO   Utility Tax     318   02/09/05
BUTLER COUNTY SCHOOL DISTRICT   Utility Tax     58   02/09/05
CALIFORNIA HIGH COST FUND—A   Gross Receipts Tax     35   02/09/05
CALIFORNIA HIGH COST FUND—B   Sales Tax     532   02/09/05
CALIFORNIA TELECONNECT FUND   Sales Tax     33   02/09/05
CARTER COUNTY SCHOOL   Utility Tax     1,639   02/09/05
CITY OF ARCADIA   Gross Receipts Tax     10   02/17/05
CITY OF BALDWIN PARK   Utility Tax     5,809   02/08/05
CITY OF BALDWIN PARK   Gross Receipts Tax     6   02/17/05
CITY OF BEAUMONT   Utility Tax     3,902   02/08/05
CITY OF BRAWLEY   Utility Tax     8,114   02/08/05
CITY OF CHARLOTTSVILLE   Utility Tax     52,029   02/16/05
CITY OF COLORADO SPRINGS   Sales Tax     137   02/16/05
CITY OF CULVER CITY   Gross Receipts Tax     11   02/17/05
CITY OF FONTANA   Utility Tax     162   02/08/05
CITY OF HERMOSA BEACH   Utility Tax     21,141   02/08/05
CITY OF HOLTVILLE   Utility Tax     1,981   02/08/05
CITY OF LA HABRA   Utility Tax     26,682   02/08/05
CITY OF LA HABRA   Gross Receipts Tax     30   02/17/05
CITY OF LOS ANGELES   Gross Receipts Tax     548   02/17/05
CITY OF MORENO VALLEY   Utility Tax     68,853   02/08/05
CITY OF MORENO VALLEY   Gross Receipts Tax     31   02/17/05
CITY OF PASADENA   Gross Receipts Tax     5   02/17/05

46


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 February 28, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
CITY OF PICO RIVERA   Utility Tax   14,317   02/08/05
CITY OF PICO RIVERA   Gross Receipts Tax   8   02/17/05
CITY OF PLACENTIA   Utility Tax   15,930   02/08/05
CITY OF PLACENTIA   Gross Receipts Tax   7   02/17/05
CITY OF PORT HUENEME   Utility Tax   10,589   02/08/05
CITY OF PULLMAN   Gross Receipts Tax   14   02/14/05
CITY OF REDONDO BEACH   Gross Receipts Tax   53   02/17/05
CITY OF REDONDO BEACH CA   Utility Tax   45,467   02/08/05
CITY OF RIALTO   Utility Tax   43,577   02/08/05
CITY OF SAN BERNARDINO   Utility Tax   63,881   02/08/05
CITY OF SAN BERNARDINO   Gross Receipts Tax   9   02/17/05
CITY OF SAN BUENAVENTURA   Utility Tax   35,169   02/08/05
CITY OF SANTA ANA   Gross Receipts Tax   13   02/17/05
CITY OF SANTA MONICA   Utility Tax   169,672   02/08/05
CITY OF SANTA MONICA   Gross Receipts Tax   133   02/17/05
CITY OF SEAL BEACH   Gross Receipts Tax   20   02/17/05
CITY OF VENTURA   Gross Receipts Tax   12   02/17/05
CITY OF WAYNESBORO   Utility Tax   27,236   02/16/05
CITY OF WHITTIER   Gross Receipts Tax   6   02/17/05
CITY OF WINCHESTER   Utility Tax   15,310   02/16/05
CLOVERPORT BOARD OF EDUCATION   Utility Tax   241   02/09/05
COLORADO DEPARTMENT OF REVENUE   Gross Receipts Tax   188   02/15/05
COLORADO DEPARTMENT OF REVENUE   Sales Tax   765   02/15/05
COLORADO DEPARTMENT OF REVENUE   Sales Tax   2,856   02/22/05
COMPTROLLER OF MARYLAND   Sales Tax   7,470   02/18/05
COMPTROLLER OF MD   Sales Tax   7,944   02/18/05
CONNECTICUT DEPT OF REVENUE   Sales Tax   352,724   02/28/05
COUNTY OF MONTGOMERY   Utility Tax   8,276   02/16/05
DANVILLE INDEPENDENT SCHOOL DIS   Utility Tax   4,557   02/09/05
DAVIESS CO BOARD OF EDUCATION   Gross Receipts Tax   11   02/09/05
DAVIESS CO BOARD OF EDUCATION   Utility Tax   16,176   02/09/05
DEAF TRUST   Sales Tax   64   02/09/05
ELLIOTT COUNTY SCHOO   Utility Tax   226   02/09/05
FLORIDA DEPT OF REVENUE   Gross Receipts Tax   49,480   02/22/05
FLORIDA DEPT OF REVENUE   Sales Tax   133,720   02/22/05
FLORIDA DEPT OF REVENUE   Telecommunications Tax   3,411,086   02/22/05
FRANKLIN COUNTY SCHOOL DISTRICT   Utility Tax   104   02/09/05
GARRARD COUNTY SCHOOL DISTRICT   Utility Tax   950   02/09/05
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   100   02/11/05
GEORGIA DEPARTMENT OF REVENUE   Sales Tax   16,259   02/22/05

47


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 February 28, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
HANCOCK COUNTY BOARD OF   Utility Tax   727   02/09/05
HARLAN COUNTY SCHOOL   Utility Tax   244   02/09/05
HARRISON COUNTY SCHOOL DISTRICT   Utility Tax   2,583   02/09/05
HARRODSBURG BOARD OF EDUCATION   Utility Tax   2,624   02/09/05
HENDERSON CO BOARD OF EDUCATION   Utility Tax   2,286   02/09/05
IDAHO STATE TAX COMMISSION   Sales Tax   4,490   02/09/05
IDAHO STATE TAX COMMISSION   Sales Tax   629   02/18/05
IDAHO UNIVERSAL SERV   Gross Receipts Tax   21   02/14/05
INDIANA DEPT OF REVENUE   Sales Tax   1,828   02/09/05
INDIANA DEPT OF REVENUE   Sales Tax   27,172   02/22/05
INTERNAL REVENUE SERVICE   Federal Excise Tax   39,075   02/10/05
JACKSON INDEPENDENT SCHOOLS   Utility Tax   494   02/09/05
JESSAMINE COUNTY BOARD OF EDUCA   Utility Tax   7,519   02/09/05
KANSAS DEPT OF REVENUE   Sales Tax   16,774   02/25/05
KENTUCKY REVENUE CABINET   Sales Tax   2,228   02/18/05
LAUREL COUNTY SCHOOL   Utility Tax   6,445   02/09/05
LEE COUNTY SCHOOL DI   Utility Tax   1,017   02/09/05
LESLIE COUNTY SCHOOL   Utility Tax   988   02/09/05
LETCHER COUNTY BOARD OF EDUCATI   Utility Tax   766   02/09/05
LEWIS COUNTY BOARD OF   Utility Tax   883   02/09/05
LEWIS COUNTY SCHOOL   Utility Tax   287   02/09/05
LINCOLN COUNTY BOARD OF EDUCATI   Utility Tax   1,263   02/09/05
LOGAN COUNTY SCHOOL DISTRICT   Utility Tax   30   02/09/05
MADISON COUNTY SCHOOL DISTRICT   Gross Receipts Tax   25   02/09/05
MADISON COUNTY SCHOOL DISTRICT   Utility Tax   18,695   02/09/05
MAINE REVENUE SERVICES   Sales Tax   5,858   02/15/05
MARION COUNTY SCHOOL   Utility Tax   2,768   02/09/05
MASC TELECOMMUNICATIONS TAX   Sales Tax   509   02/15/05
MASS DEPT OF REVENUE   Sales Tax   7,779   02/18/05
MCLEAN COUNTY SCHOOL DISTRICT   Utility Tax   712   02/09/05
MENIFEE COUNTY SCHOO   Utility Tax   428   02/09/05
MERCER COUNTY SCHOOL DISTRICT   Utility Tax   1,745   02/09/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   6,002   02/09/05
MISSISSIPPI STATE TAX COMMISSIO   Sales Tax   35,169   02/18/05
MORGAN COUNTY SCHOOL   Utility Tax   1,017   02/09/05
NECA AUSF   Gross Receipts Tax   3   02/02/05
NECA VUSF   Gross Receipts Tax   240   02/14/05
NELSON COUNTY BOARD OF EDUCATIO   Utility Tax   1,329   02/09/05
NEW JERSEY SALES TAX   Sales Tax   529   02/22/05

48


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 February 28, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
NICHOLAS COUNTY SCHO   Utility Tax   666   02/09/05
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   4,091   02/09/05
NORTH CAROLINA DEPT OF REVENUE   Sales Tax   13,905   02/10/05
NYS SALES TAX PROCESSING   Sales Tax   7,620   02/16/05
OFFICE OF REGULATIONS   Gross Receipts Tax   136   02/14/05
OHIO COUNTY SCHOOL DISTRICT   Utility Tax   19   02/09/05
OKLAHOMA TAX COMMISSION   Sales Tax   485   02/09/05
OWENSBORO BOARD OF EDUCATION   Utility Tax   11,018   02/09/05
OWSLEY COUNTY BOARD OF EDUCATIO   Utility Tax   370   02/09/05
PA DEPARTMENT OF REVENUE   Sales Tax   214,276   02/22/05
PARIS INDEPENDENT SCHOOLS   Utility Tax   2,910   02/09/05
PERRY COUNTY SCHOOL   Utility Tax   251   02/09/05
PETERSBURG CITY O(T)   Utility Tax   19,579   02/16/05
POWELL COUNTY SCHOOL   Utility Tax   1,828   02/09/05
PUBLIC UTILITY COMMISSION OF   Gross Receipts Tax   5   02/09/05
RHODE ISLAND DIVISION OF TAX   Gross Receipts Tax   71   02/17/05
ROCKCASTLE COUNTY SCHOOL   Utility Tax   899   02/09/05
RUSSELL INDEPENDENT   Utility Tax   6,376   02/09/05
SCOTT COUNTY SCHOOL   Utility Tax   7,681   02/09/05
SOUTH CAROLINA DEPARTMENT OF   Sales Tax   63,358   02/22/05
STATE OF NEW HAMPSHIRE   Utility Tax   59,751   02/07/05
STATE OF NEW HAMPSHIRE   Gross Receipts Tax   1,428   02/14/05
STATE TAX DEPARTMENT   Sales Tax   132,778   02/07/05
TENNESSEE DEPT OF REVENUE   Sales Tax   61,422   02/22/05
TOWN OF ALBION   Utility Tax   335   02/16/05
TOWN OF BLACKSBURG   Utility Tax   14,880   02/16/05
TOWN OF MT CRESTED BUTTE   Utility Tax   1,614   02/09/05
TOWN OF SOUTH BOSTON   Utility Tax   4,386   02/16/05
TREASURER — STATE OF OHIO   Sales Tax   31,538   02/23/05
TREASURER OF STATE OF OHIO   Sales Tax   97,963   02/23/05
TREASURER STATE OF OHIO   Sales Tax   18,025   02/16/05
UNION COUNTY SCHOOL DISTRICT   Utility Tax   2,753   02/09/05
UNIVERSAL LIFETIME TELEPHONE SE   Gross Receipts Tax   240   02/09/05
UNIVERSAL SERVICE ADMINSTRATIVE   Federal USF   34,937   02/01/05
VERMONT DEPT OF TAXES   Sales Tax   345,460   02/22/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax   11,929   02/16/05
VIRGINIA DEPARTMENT OF TAXATION   Sales Tax   365   02/17/05
WASHINGTON COUNTY BOARD OF EDU   Utility Tax   891   02/09/05
WASHINGTON DEPT OF REVENUE   Sales Tax   3,713   02/16/05

49


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 February 28, 2005

Taxing Jurisdiction

  Tax Type
  Amount Paid
  Date Paid
WEBSTER COUNTY BOARD OF   Utility Tax     658   02/09/05
WEST VIRGINIA STATE TAX DEPT   Sales Tax     164,573   02/18/05
WOLFE COUNTY SCHOOL   Utility Tax     563   02/09/05
WOODFORD COUNTY BOARD OF ED   Utility Tax     4,800   02/09/05
       
   
  Total       $ 6,222,231    
       
   

50



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 February 28, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
ACC CABLE COMMUNICATIONS FL-VA, LLC   081-02-41904   02-41904   $ 7,337,059
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    
ACC OPERATIONS, INC.   081-02-41956   02-41956     27,834
ACC TELECOMMUNICATIONS HOLDINGS LLC   081-02-41864   02-41864    
ACC TELECOMMUNICATIONS LLC   081-02-41863   02-41863     11,524,485
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     4,383,286
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     4,615,595
ADELPHIA CABLEVISION ASSOCIATES, LP   081-02-41913   02-41913     387,248
ADELPHIA CABLEVISION CORP.   081-02-41752   02-41752     563,882
ADELPHIA CABLEVISION OF BOCA RATON, LLC   081-02-41751   02-41751     945,416
ADELPHIA CABLEVISION OF FONTANA, LLC   081-02-41755   02-41755    
ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC   081-02-41754   02-41754     3,715,151
ADELPHIA CABLEVISION OF NEW YORK, INC.   081-02-41892   02-41892     1,658,514
ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC   081-02-41947   02-41947     540,228
ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC   081-02-41781   02-41781     270,884
ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC   081-02-41946   02-41946     344,538
ADELPHIA CABLEVISION OF SAN BERNANDINO, LLC   081-02-41753   02-41753    
ADELPHIA CABLEVISION OF SANTA ANA, LLC   081-02-41831   02-41831     1,362,909
ADELPHIA CABLEVISION OF SEAL BEACH, LLC   081-02-41757   02-41757     77,807
ADELPHIA CABLEVISION OF SIMI VALLEY, LLC   081-02-41830   02-41830     551,589
ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC   081-02-41943   02-41943     159,355
ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC   081-02-41783   02-41783     152,793
ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC   081-02-41766   02-41766     1,964,304
ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC   081-02-41764   02-41764     111,351
ADELPHIA CABLEVISION, LLC   081-02-41858   02-41858     65,703,429
ADELPHIA CALIFORNIA CABLEVISION, LLC   081-02-41942   02-41942     12,334,194
ADELPHIA CENTRAL PENNSYLVANIA, LLC   081-02-41950   02-41950     2,720,058
ADELPHIA CLEVELAND, LLC   081-02-41793   02-41793     10,489,418
ADELPHIA COMMUNICATIONS CORPORATION   081-02-41729   02-41729    
ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.   081-02-41857   02-41857    
ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC   081-02-41748   02-41748     2,139,234
ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC   081-02-41817   02-41817     1,139,328
ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC   081-02-41749   02-41749     84,858

51


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 February 28, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
ADELPHIA COMPANY OF WESTERN CONNECTICUT   081-02-41801   02-41801   1,940,416
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   2,064,842
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   4,627,665
ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.   081-02-41939   02-41939   66,910
ADELPHIA TELECOMMUNICATIONS, INC.   081-02-41851   02-41851   1,313,488
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   7,830,855
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   214,815
BLACKSBURG/SALEM CABLEVISION, INC.   081-02-41759   02-41759   475,800
BRAZAS COMMUNICATIONS, INC.   081-02-41804   02-41804  
BUENAVISION TELECOMMUNICATIONS, INC.   081-02-41938   02-41938   450,813
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   150,590
CENTURY ADVERTISING, INC.   081-02-41731   02-41731  
CENTURY ALABAMA CORP   081-02-41889   02-41889   132,704
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   399,811
CENTURY CABLE HOLDING CORP   081-02-41814   02-41814   129
CENTURY CABLE HOLDINGS, LLC   081-02-41812   02-41812   48,068,225
CENTURY CABLE MANAGEMENT CORPORATION   081-02-41887   02-41887   138,157
CENTURY CABLE OF SOUTHERN CALIFORNIA   081-02-41745   02-41745  
CENTURY CABLEVISION HOLDINGS, LLC   081-02-41936   02-41936   1,278,136
CENTURY CAROLINA CORP   081-02-41886   02-41886   3,467,122
CENTURY COLORADO SPRINGS CORP   081-02-41736   02-41736   116,331
CENTURY COLORADO SPRINGS PARTNERSHIP   081-02-41774   02-41774   3,587,856

52


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 February 28, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
CENTURY COMMUNICATIONS CORPORATION   081-02-12834   02-12834   1,211,289
CENTURY CULLMAN CORP   081-02-41888   02-41888   212,500
CENTURY ENTERPRISE CABLE CORP   081-02-41890   02-41890   216,723
CENTURY EXCHANGE, LLC   081-02-41744   02-41744  
CENTURY FEDERAL, INC.   081-02-41747   02-41747  
CENTURY GRANITE CABLE TELEVISION CORP.   081-02-41779   02-41779  
CENTURY HUNTINGTON COMPANY   081-02-41885   02-41885   1,218,998
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   23,859
CENTURY ISLAND CABLE TELEVISION CORP   081-02-41772   02-41772  
CENTURY KANSAS CABLE TELEVISION CORP   081-02-41884   02-41884   131,555
CENTURY LYKENS CABLE CORP   081-02-41883   02-41883   151,215
CENTURY MENDOCINO CABLE TELEVISION, INC.   081-02-41780   02-41780   548,300
CENTURY MISSISSIPPI CORP   081-02-41882   02-41882   235,186
CENTURY MOUNTAIN CORP   081-02-41797   02-41797   87,301
CENTURY NEW MEXICO CABLE TELEVISION CORP.   081-02-41784   02-41784  
CENTURY NORWICH CORP   081-02-41881   02-41881   555,705
CENTURY OHIO CABLE TELEVISION CORP   081-02-41811   02-41811   524,863
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   117,463
CENTURY VIRGINIA CORP   081-02-41796   02-41796   324,518
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   48,211
CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP   081-02-41743   02-41743   430
CENTURY-TCI CALIFORNIA, LP   081-02-41741   02-41741   53,298,910
CENTURY-TCI HOLDINGS, LLC   081-02-41742   02-41742  
CHELSEA COMMUNICATIONS, INC.   081-02-41923   02-41923   7
CHELSEA COMMUNICATIONS, LLC   081-02-41924   02-41924   9,924,792
CHESTNUT STREET SERVICES, LLC   081-02-41842   02-41842  
CLEAR CABLEVISION, INC.   081-02-41756   02-41756  
CMA CABLEVISION ASSOCIATES VII, LP   081-02-41808   02-41808   232,165

53


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 February 28, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
CMA CABLEVISION ASSOCIATES XI, LP   081-02-41807   02-41807   49,610
CORAL SECURITY, INC   081-02-41895   02-41895  
COWLITZ CABLEVISION, INC.   081-02-41877   02-41877   501,812
CP-MDU I LLC   081-02-41940   02-41940  
CP-MDU II LLC   081-02-41941   02-41941  
E & E CABLE SERVICE, INC.   081-02-41785   02-41785  
EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC   081-02-41799   02-41799  
EASTERN VIRGINIA CABLEVISION, LP   081-02-41800   02-41800   301,062
EMPIRE SPORTS NETWORK, LP   081-02-41844   02-41844   384,440
FAE CABLE MANAGEMENT CORP   081-02-41734   02-41734  
FOP INDIANA, LP   081-02-41816   02-41816   189,172
FRONTIERVISION ACCESS PARTNERS, LLC   081-02-41819   02-41819   1,240,464
FRONTIERVISION CABLE NEW ENGLAND, INC.   081-02-41822   02-41822   516,492
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   35,023,257
FRONTIERVISION PARTNERS, LP   081-02-41828   02-41828  
FT MYERS CABLEVISION, LLC   081-02-41948   02-41948  
FT. MYERS ACQUISITION LIMITED PARTNERSHIP   081-02-41949   02-41949  
GENESIS CABLE COMMUNICATIONS SUBSIDIARY, LLC   081-02-41903   02-41903  
GLOBAL ACQUISITION PARTNERS, LP   081-02-41933   02-41933   1,067,148
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   1,516,995
GS TELECOMMUNICATIONS LLC   081-02-41906   02-41906  
HARRON CABLEVISION OF NEW HAMPSHIRE, INC.   081-02-41750   02-41750   1,453,929
HUNTINGTON CATV, INC.   081-02-41765   02-41765  
IMPERIAL VALLEY CABLEVISION, INC.   081-02-41876   02-41876   693,544
KALAMAZOO COUNTY CABLEVISION, INC.   081-02-41922   02-41922  
KEY BISCAYNE CABLEVISION   081-02-41898   02-41898   98,172
KOOTENAI CABLE, INC.   081-02-41875   02-41875   732,228
LAKE CHAMPLAIN CABLE TELEVISION CORPORATION   081-02-41911   02-41911   128,857
LEADERSHIP ACQUISITION LIMITED PARTNERSHIP   081-02-41931   02-41931  
LOUISA CABLEVISION, INC.   081-02-41760   02-41760   8,329
MANCHESTER CABLEVISION, INC.   081-02-41758   02-41758  
MARTHA'S VINEYARD CABLEVISION, LP   081-02-41805   02-41805   276,439
MERCURY COMMUNICATIONS, INC.   081-02-41840   02-41840   57,210
MICKELSON MEDIA OF FLORIDA, INC.   081-02-41874   02-41874   191,342

54


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 February 28, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
MICKELSON MEDIA, INC.   081-02-41782   02-41782   146,831
MONTGOMERY CABLEVISION, INC.   081-02-41848   02-41848  
MONUMENT COLORADO CABLEVISION, INC.   081-02-41932   02-41932   117,488
MOUNTAIN CABLE COMMUNICATIONS CORPORATION   081-02-41916   02-41916  
MOUNTAIN CABLE COMPANY, LP   081-02-41909   02-41909   2,848,449
MT. LEBANON CABLEVISION, INC   081-02-41920   02-41920  
MULTI-CHANNEL TV CABLE COMPANY   081-02-41921   02-41921   305,277
NATIONAL CABLE ACQUISITION ASSOCIATES, LP   081-02-41952   02-41952   2,204,286
OLYMPUS CABLE HOLDINGS, LLC   081-02-41925   02-41925   7,090,391
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   815
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   2,941,733
PAGE TIME, INC.   081-02-41839   02-41839   732
PARAGON CABLE TELEVISION, INC.   081-02-41778   02-41778  
PARAGON CABLEVISION CONSTRUCTION CORPORATION   081-02-41775   02-41775  
PARAGON CABLEVISION MANAGEMENT CORPORATION   081-02-41776   02-41776  
PARNASSOS COMMUNICATIONS, LP   081-02-41846   02-41846   224,644
PARNASSOS HOLDINGS, LLC   081-02-41845   02-41845  
PARNASSOS, LP   081-02-41843   02-41843   13,548,496
PERICLES COMMUNICATIONS CORPORATION   081-02-41919   02-41919  
PULLMAN TV CABLE CO., INC.   081-02-41873   02-41873   287,712
RENTAVISION OF BRUNSWICK, INC.   081-02-41872   02-41872   234,193
RICHMOND CABLE TELEVISION CORPORATION   081-02-41912   02-41912   50,334
RIGPAL COMMUNICATIONS, INC.   081-02-41917   02-41917  
ROBINSON/PLUM CABLEVISION, LP   081-02-41927   02-41927   414,420
S/T CABLE CORPORATION   081-02-41791   02-41791  
SABRES, INC.   081-02-41838   02-41838  
SCRANTON CABLEVISION, INC.   081-02-41761   02-41761   1,040,091
SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.   081-02-41767   02-41767  
SOUTHEAST FLORIDA CABLE, INC.   081-02-41900   02-41900   11,320,079
SOUTHWEST COLORADO CABLE INC.   081-02-41769   02-41769   161,846
SOUTHWEST VIRGINIA CABLE, INC.   081-02-41833   02-41833   773,729
STAR CABLE INC.   081-02-41787   02-41787  
STARPOINT, LIMITED PARTNERSHIP   081-02-41897   02-41897   896,352
SVHH CABLE ACQUISITION, LP   081-02-41836   02-41836   738,733

55


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 February 28, 2005

LEGAL ENTITY

  Account
Number

  Case
Number

  Disbursements
SVHH HOLDINGS, LLC   081-02-41837   02-41837    
TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE   081-02-41798   02-41798     139,853
TELE-MEDIA COMPANY OF TRI-STATES, LP   081-02-41809   02-41809    
TELE-MEDIA INVESTMENT PARTNERSHIP, LP   081-02-41951   02-41951     1,318,402
TELESAT ACQUISITION LIMITED PARTNERSHIP   081-02-41929   02-41929    
TELESAT ACQUISITION, LLC   081-02-41871   02-41871     2,434,868
THE GOLF CLUB AT WENDING CREEK FARMS, LLC   081-02-41841   02-41841    
THE MAIN INTERNETWORKS, INC.   081-02-41818   02-41818    
THE WESTOVER TV CABLE CO., INC.   081-02-41786   02-41786    
THREE RIVERS CABLE ASSOCIATES, LP   081-02-41910   02-41910     540,475
TIMOTHEOS COMMUNICATIONS, LP   081-02-41901   02-41901    
TMC HOLDINGS CORPORATION   081-02-41803   02-41803    
TMC HOLDINGS, LLC   081-02-41802   02-41802    
TRI-STATES, LLC   081-02-41810   02-41810    
UCA LLC   081-02-41834   02-41834     21,880,963
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     182,565
VAN BUREN COUNTY CABLEVISION, INC.   081-02-41832   02-41832     124,068
WARRICK CABLEVISION, INC   081-02-41866   02-41866    
WARRICK INDIANA, LP   081-02-41865   02-41865     158,531
WELLSVILLE CABLEVISION, LLC   081-02-41806   02-41806     226,193
WEST BOCA ACQUISITION LIMITED PARTNERSHIP   081-02-41899   02-41899     924,952
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     129,959
YOUNG'S CABLE TV CORP   081-02-41915   02-41915     226,658
YUMA CABLEVISION, INC.   081-02-41868   02-41868     812,020
           
TOTAL           $ 399,570,042
           

56



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

Schedule VII

Page 1 of 2

Court Reporting schedules for Insurance Coverage

Coverage**

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

Commercial General Liability

 

AIG (American Home Assurance Co)

 

4806343, 4806117, 4806148

 

05/16/04-05/16/05

Commercial Automobile Liability

 

AIG (American Home Assurance Co)

 

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

 

5/16/04-05/16/05

Excess Automobile Liability

 

AIG (Lexington)

 

All States—4261364

 

05/16/04-05/16/05

Worker's Compensation

 

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

 

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

 

05/16/04-05/16/05
 
Ohio

 

Ohio Bureau of Workers Compensation

 

1328524

 

Ongoing*
 
Washington State

 

WA Department of Labor & Industry

 

083 004 452

 

10/1/99-Ongoing*
 
West Virginia

 

West Virginia Workers' Compensation

 

20104948 101

 

10/1/99-Ongoing*
 
Wyoming

 

Wyoming Department of Employment

 

366575/989582

 

10/1/99-Ongoing*

International Package Policy (Liability & Foreign Voluntary Comp)

 

ACE USA (ACE American Insurance Co.)

 

PHR073190

 

10/15/04-10/15/05

57


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

Schedule VII

Page 2 of 2

Court Reporting schedules for Insurance Coverage

Coverage**

  Company
  Policy No.
  Term
Aircraft Policy   AIG (National Union Fire Insurance Co.)   GM3380176-02   11/01/04-11/01/05
Umbrella Liability   Zurich (American Guarantee & Liability Insurance Co.)   AUC937411601   05/16/04-05/16/05
Excess Umbrella Liability   XL, St. Paul, Zurich   US00006683L104A,
Q16400089,
AEC380810300
  05/16/04-05/16/05
Special Crime   Liberty Insurance Underwriters   180933013   12/19/04-12/31/05
New York Disability   Cigna   NYD 074487   07/01/04-12/31/05
Pollution Liability   Quanta Specialty Lines Insurance Company   On-site coverage (2000265)
Off-site coverage(2000266)
  01/01/05-01/01/06
Fiduciary Liability Insurance   Houston Casualty Co.   14MG03A2983   12/08/04-12/31/05
Primary Directors & Officers Liability   Houston Casualty (U.S. Specialty Insurance Co.)   14MGU04A4702   12/31/04-12/31/05
Directors & Officers Liability Tail   Associated Electric & Gas Insurance Services Limited (AEGIS)   D0999A1A00   12/31/03-12/31/05
(Extension of 12/31/00-
12/31/03 policy)
Excess Directors & Officers Liability   AIG (National Union Fire Insurance Co.).
Hartford (Twin City Fire Ins. Co.)
Axis Reinsurance Co.
Old Republic Insurance Co.
 
To Be Determined

To Be Determined
To Be Determined
To Be Determined
  12/31/04-12/31/05
12/31/04-12/31/05
12/31/04-12/31/05
12/31/04-12/31/05
Blanket Fidelity Bond incl ERISA   Great American Insurance Co.   554-43-87   05/16/04-05/16/05
Media Professional Liability   ACE (Illinois Union Insurance Company)   EON G21640104 002   01/22/04-04/01/05

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

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

58




QuickLinks

ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) UNAUDITED CONSOLIDATED BALANCE SHEET (Dollars in thousands, except share data)
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts)
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
ADELPHIA COMMUNICATIONS CORPORATION, et. al. (DEBTORS-IN-POSSESSION) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES Summary
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 February 28, 2005
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES
Schedule II
Court Reporting schedules for Payroll Taxes Paid for the Month Ended February 28, 2005
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES
Schedule III
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales for the Month Ended February 28, 2005
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES
Schedule IV
Court Reporting schedules for Real Estate and Personal Property Taxes Paid for the Month Ended February 28, 2005
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES
Schedule V
Court Reporting schedules for Sales and Other Taxes Paid for the Month Ended February 28, 2005
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES
Schedule VI
Court Reporting schedules for Cash Disbursements for the Month Ended February 28, 2005
ADELPHIA COMMUNICATIONS CORPORATION, et al. (DEBTORS-IN-POSSESSION) BANKRUPTCY COURT REPORTING SCHEDULES
Schedule VII
Court Reporting schedules for Insurance Coverage