UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-53209

Adelphia Recovery Trust

(Exact name of registrant as specified in its charter)

Delaware		11-6615508
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

919 North Market Street, 17th Floor, PO Box 8705

Wilmington, Delaware 19899

(Address of principal executive offices) (Zip Code)

302-652-4100 Attn: Dean Ziehl

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

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ADELPHIA RECOVERY TRUST

FORM 10-Q

INDEX

PART I — FINANCIAL INFORMATION			3

	ITEM 1. FINANCIAL STATEMENTS (unaudited)		3

		Condensed Balance Sheets as of September 30, 2014 and December 31, 2013	3

		Condensed Statements of Operations for the three and nine months ended September 30, 2014 and 2013	4

		Condensed Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	5

		Notes to Condensed Financial Statements	6

	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9

	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15

	ITEM 4. CONTROLS AND PROCEDURES		16

PART II			16

	ITEM 1. LEGAL PROCEEDINGS		16

	ITEM 1A. RISK FACTORS		18

	ITEM 6. EXHIBITS		19

SIGNATURES			20

CERTIFICATIONS

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PART 1 - FINANCIAL INFORMATION

Item 1 Financial Statements

Adelphia Recovery Trust

Condensed Balance Sheets

	As of		As of
	September 30, 2014		December 31, 2013
	(unaudited)		(note 2)
Assets
Cash and cash equivalents	$	34,738,124	$	36,081,284
Prepaid assets	475,450		639,198
Note and accrued interest receivable	7,631,391		7,338,876
Total assets	$	42,844,965	$	44,059,358

Liabilities and net assets
Accrued expenses	$	86,945	$	71,342
Deferred holder distributions	99,979		99,979

Total liabilities	186,924		171,321

Net assets	42,658,041		43,888,037

Total liabilities and net assets	$	42,844,965	$	44,059,358

See accompanying notes to condensed financial statements.

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Adelphia Recovery Trust

Unaudited Condensed Statements of Operations

	For the three months ended September 30, 2014			For the three months ended September 30, 2013			For the nine months ended September 30, 2014			For the nine months ended September 30, 2013

Revenues

Interest income	$	106,899		$	105,693		$	318,180		$	315,359
Total revenues	106,899			105,693			318,180			315,359

Operating expenses
General and administrative expenses	311,033			331,497			1,308,717			1,381,050
Professional expenses - litigation	(2,334		)	9,064			7,052			13,110
Professional expenses - administrative	82,832			67,199			232,407			205,635
Total operating expenses	391,531			407,760			1,548,176			1,599,795

Net loss	$	(284,632	)	$	(302,067	)	$	(1,229,996	)	$	(1,284,436	)

See accompanying notes to condensed financial statements.

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Adelphia Recovery Trust

Unaudited Condensed Statements of Cash Flows

	For the nine months ended September 30, 2014			For the nine months ended September 30, 2013

Operating activities
Net loss	$	(1,229,996	)	$	(1,284,436	)
Adjustments to reconcile net loss to net cash used by operating activities consisting of changes in operating assets and liabilities:
Prepaid assets	163,748			(84,231		)
Note and accrued interest receivable	(292,515		)	(292,494		)
Accrued expenses	15,603			(280,730		)
Net cash used by operating activities	(1,343,160		)	(1,941,891		)

Financing activities
Interest holder distributions	0			10,109
Net cash provided by financing activities	0			10,109

Net change in cash and cash equivalents	(1,343,160		)	(1,931,782		)
Cash and cash equivalents, beginning of period	36,081,284			38,500,583
Cash and cash equivalents, end of period	$	34,738,124		$	36,568,801

See accompanying notes to condensed financial statements.

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ADELPHIA RECOVERY TRUST

Notes to Condensed Financial Statements — September 30, 2014 (Unaudited)

1 Background

The Adelphia Recovery Trust (the “ART”) was formed as a Delaware statutory trust pursuant to that certain First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization (the “Plan”) of Adelphia Communications Corporation (“Adelphia” or “ACC”) and certain of its subsidiaries (collectively the “Debtor”). The purpose of the ART is to prosecute the various causes of action transferred to the ART pursuant to the Plan (the “Causes of Action”) and distribute to the owners (the “Holders”) of the interests in the ART (“Interests”) the net proceeds of such Causes of Action (“Distributions”), according to the relative priorities established pursuant to the Plan, subject to the retention of various amounts to fund the prosecution of those Causes of Action and operations of the ART. Pursuant to the Plan, in addition to the Causes of Action, Adelphia transferred $25 million in cash to the ART, in connection with its formation, in order to fund the initial expenses of operation.

As set forth in the Plan, the ART is administered by five trustees (the “Trustees”) who are responsible for carrying out the purposes of the ART. Quest Turnaround Advisors, L.L.C. (“Quest”) is the plan administrator (in such capacity, the “Plan Administrator”) of Adelphia. Quest and Adelphia together have agreed to provide certain administrative services to the ART. In order to facilitate the provision of such administrative services, the ART has appointed Quest as the trust administrator of the ART (in such capacity, the “Trust Administrator”).

The Plan provides that the ART shall dissolve upon the earlier of the distribution of all of its assets to the Holders or the fifth anniversary of its creation which was on February 13, 2012, subject to the right of the Trustees to extend the ART’s term with the approval of the Bankruptcy Court. In November 2011, the ART filed a motion to extend the term of the ART through December 31, 2014 because several Causes of Action were unlikely to be resolved prior to February 13, 2012. In December 2011 the motion was granted by the Bankruptcy Court. In July 2014, the ART filed a second motion to extend the term of the ART in light of the current status of the Causes of Action and the administrative tasks to be performed after the Causes of Action are resolved. On September 23, 2014 the Bankruptcy Court approved an extension through September 23, 2015. The Bankruptcy Court may approve additional extensions to resolve the Causes of Action, distribute the net proceeds to Holders or complete other administrative responsibilities of the Trustees.

2 Basis of Presentation

The accompanying interim unaudited condensed financial statements of the ART have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim periods and with the instructions to Form 10-Q. As such, they do not include all of the information and disclosures required by US GAAP for complete financial statements. In the opinion of the Trustees, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the interim unaudited condensed financial statements have been included. These condensed financial statements should be read in conjunction with the ART’s audited financial statements for the year ended December 31, 2013 included in its Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2014. Interim results are not necessarily indicative of the results for the complete fiscal year. The condensed balance sheet as of December 31, 2013 was derived from the audited financial statements for the year then ended.

3 Related Party Transactions

The Trust Administrator and Adelphia continue to provide administrative support to the ART including maintaining electronic data and paper documents used in prosecuting the Causes of Action, financial reporting and support for Distributions when they might occur (including maintenance of data related to the implementation of Plan provisions). These services have and will continue to be provided at no cost to the

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ART under the terms of various agreements between the Trust Administrator and Adelphia. The ART financial statements do not reflect any amounts for these services.

4 Pending Causes of Action

The pending causes of action described in the ART’s 2013 Form 10-K filed on March 12, 2014 are set forth below together with the material developments in those proceedings though the date of this filing.

Goldman Sachs Litigation

On July 6, 2003, the Creditors Committee filed a complaint in the Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) against Adelphia’s pre-petition commercial banks and lenders, Adelphia’s former investment bankers and financial advisors, and assignees of Adelphia’s pre-petition bank debt (the “Bank Litigation”). On February 9, 2006, the United States District Court for the Southern District of New York (the “District Court”) granted a motion filed by certain defendants to withdraw the reference to the Bankruptcy Court. Pursuant to the Plan, the claims asserted in the Goldman Sachs Litigation were transferred to the ART.

The complaint included a claim for intentional fraudulent transfer against Goldman Sachs, Inc. arising from Adelphia’s pre-petition repayment of the Rigases’ personal margin loans in an amount of approximately $63.0 million. On May 6, 2009, the Court denied Goldman Sachs’ motion to dismiss. Goldman moved for summary judgment on March 2, 2010. Following argument in August 2010, Goldman supplemented its motion on November 12, 2010. On April 7, 2011, the District Court granted Goldman’s summary judgment motion and judgment was entered on April 13, 2011. On May 6, 2011, the ART timely filed its notice of appeal to the Court of Appeals for the Second Circuit and subsequently filed an appeal. On April 25, 2012, the Second Circuit Court of Appeals heard oral argument on the appeal and took the case under advisement. On April 4, 2014, the Second Circuit affirmed the District Court’s summary judgment in favor of Goldman Sachs. The ART determined not to seek a rehearing before the Second Circuit or file a petition for writ of certiorari with the United States Supreme Court.

FPL Litigation

On June 24, 2004, the Creditors’ Committee filed a fraudulent conveyance complaint against FPL Group, Inc. and West Boca Security, Inc. (collectively, “FPL”) in the Bankruptcy Court for the Southern District of New York relating to pre-petition transactions. The FPL action seeks to recover an alleged fraudulent transfer arising out of Adelphia’s repurchase of certain of its stock from FPL in January 1999 for $149.5 million. Pursuant to the Plan, the claims asserted in the FPL Litigation were transferred to the ART.

On July 13, 2011, the Bankruptcy Court denied FPL’s motion for leave to amend its answer to add a new defense. FPL filed an appeal of the Bankruptcy Court’s July 13, 2011 decision, which was denied September 18, 2012. On September 28, 2011, FPL moved to withdraw the reference to Bankruptcy Court. The District Court denied FPL’s motion to withdraw the reference on January 30, 2012. Trial began April 30, 2012 and testimony concluded on May 3, 2012. The parties submitted post-trial briefs on June 22, 2012. The Bankruptcy Court heard closing arguments on July 25, 2012. On May 6, 2014, the Bankruptcy Court issued proposed Findings of Fact and Conclusions of Law (the “Proposed Findings”), which recommend that the District Court enter judgment in favor of FPL. The Bankruptcy Court’s proposed Findings of Fact and Conclusions of Law will be reviewed by the District Court under a de novo standard of review before a judgment is entered. The Trust filed an Objection to the Court’s Proposed Findings on June 10, 2014, and that Objection has been fully briefed by the parties. The matter is now pending before District Court Judge Valerie Caproni.

At this time, the ART cannot predict the outcome of the FPL Litigation or estimate the possible financial effect of this proceeding on the ART’s financial statements.

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Prestige Litigation

On June 24, 2004, the Creditors’ Committee filed an adversary action against Prestige Communications of NC, Inc., Jonathan J. Oscher, Lorraine Oscher McClain, Robert F. Buckfelder, Buckfelder Investment Trust, and Anverse, Inc. in the Bankruptcy Court for the Southern District of New York. In a decision dated January 8, 2008, the District Court withdrew the reference to the Bankruptcy Court in the Prestige action and transferred the case to the District Court.

The Prestige action seeks to recover fraudulent transfers in connection with Adelphia’s purchase of the assets of Prestige Communications of N.C., Inc., an acquisition that closed on July 5, 2000, as well as a claim that the owners of the Prestige Cable Systems aided and abetted breaches of fiduciary duty on the part of the Rigas family in connection with the transaction. Pursuant to the Plan, which became effective on February 13, 2007, the claims asserted in the Prestige Litigation were transferred to the ART.

On October 27, 2009, Defendants moved for summary judgment on the ART’s claims. On June 27, 2011, the District Court granted Defendants’ summary judgment motion and judgment was entered on June 28, 2011. The ART timely filed its notice of appeal to the Court of Appeals for the Second Circuit. Following the Second Circuit’s decision in the Goldman Sachs Litigation, the parties reached a settlement that involved no financial payment to either party. The appeal was dismissed on October 1, 2014.

Avoidance Actions

On July 31, 2003, Adelphia and its debtor affiliates filed with the Bankruptcy Court their Statements of Financial Affairs, which included a schedule of payments to insider entities made within one year prior to Adelphia’s filing for bankruptcy and payments to non-insider entities made within ninety days prior to Adelphia’s filing for bankruptcy. Subsequently, Adelphia engaged in extensive analysis of all such payments to determine if they could be avoided pursuant to certain provisions of the Code.

On April 20, 2004, Adelphia filed a motion seeking to abandon most of the potential actions to avoid the pre-petition payments because, among other reasons, (i) Adelphia believed that pursuing certain of such actions against parties with whom Adelphia was continuing to do business could have a significant adverse impact on important, ongoing business relationships, and (ii) the costs associated with pursuing such actions far outweighed any potential benefit to the Adelphia debtors’ estates that might otherwise result from bringing such actions. In response to certain objections to Adelphia’s motion, Adelphia amended its initial motion.

On May 27, 2004, the Bankruptcy Court entered an order tolling all claims to avoid inter-debtor payments and authorizing the abandonment of potential actions to avoid (i) transfers to taxing authorities; (ii) transfers to human resource providers engaged in business with Adelphia; (iii) transfers determined to have been made in the ordinary course of business; and (iv) certain transfers deemed de minimis. As to the remainder of the transfers made by Adelphia during the relevant one-year and ninety-day periods prior to the bankruptcy filing, Adelphia either (i) entered into tolling agreements with the transferee extending Adelphia’s time to initiate an action, or (ii) filed a complaint and initiated an adversary proceeding against the transferee.

As of June 25, 2004, Adelphia secured approximately 250 tolling agreements with various transferees, including members of the Rigas family, the Rigas family entities, former executives James Brown and Michael Mulcahey, and former directors Erland Kailbourne, Dennis Coyle, Leslie Gelber, and Peter Metros, among others. Certain of these tolling agreements have been amended from time to time. In addition, Adelphia filed approximately 150 complaints in the Bankruptcy Court commencing actions to avoid certain pre-petition transfers and payments. Most of those complaints have since been dismissed or resolved after further investigation.

At this time, the ART cannot predict the outcome of the remaining claims or estimate the possible financial effect of these proceedings on the ART’s financial statements.

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5 Fair Value of Financial Instruments

The fair value of the note receivable and accrued interest has been determined using unobservable inputs (i.e. Level 3, as defined in Accounting Standards Codification 820-10) and approximates $6.8 million as of September 30, 2014 and $5.8 million as of December 31, 2013. The fair value was derived by discounting to September 30, 2014 and December 31, 2013 the projected maturity value of the note including accrued interest. The projected maturity value, including interest was calculated using life expectancy tables. The discount rate is based on the yield on the notes issued by the life insurance companies underwriting the life insurance policies and various risk factors associated with the note. The discount rate was less than the interest rate on the note during the third quarter of 2014.

The carrying values were approximately $7.6 million as of September 30, 2014 and approximately $7.3 million as of December 31, 2013. The note bears 8% simple interest and is recourse only to the proceeds of various life insurance policies on Mr. and Mrs. Leonard Tow totaling approximately $27.5 million.

In July 2014, a partial maturity of the insurance policies occurred with the passing of Mrs. Leonard Tow. As a result of this event Adelphia received proceeds of $2.1 million on October 9, 2014, as further disclosed in Note 7, which will be used as a partial payment of the note and accrued interest receivable in the fourth quarter of 2014. The remaining note principal balance will accrue interest at 8% simple until maturity. The note will mature upon the passing of the remaining insured, Mr. Leonard Tow.

6 Interest Holder Distribution

The Trustees have not authorized or completed any Distributions for the ART in 2014 or 2013. During 2013, previously issued ART Distributions reverted to the ART in the amount of approximately $100,000. These funds were returned to the ART in accordance with Plan provisions regarding unclaimed Distributions and have been recorded as a deferred holder distributions liability. Such funds have reverted to the ART for the benefit of Interest Holders in the class of the forfeiting Holders and will be distributed to such Interest Holders at a time determined by the Trustees.

The ART Trustees will continue to retain cash in reserve to administer the ART and fund the prosecution of the Causes of Action and will continue to assess the adequacy of funds held for all potential costs and expenses of the ART and will distribute ART excess assets, if any, to Holders. No Distributions are currently planned. If and when future Distributions occur, they will be made according to the waterfall priority established in the Plan and discussed herein. Any assets not previously distributed by the ART, and that are not required for remaining costs and expenses, will be distributed in accordance with the Trust Declaration upon the dissolution of the ART.

7 Subsequent Events

Events subsequent to September 30, 2014 have been evaluated through November 10, 2014, the date the accompanying financial statements were issued. On October 9, 2014, the ART received a partial payment on the note receivable from Adelphia. The payment totaled $2.1 million which included approximately $1.3 million of principal and approximately $0.8 million of interest. The proceeds were applied ratably between principal & interest. The remaining principal balance of approximately $3.5 million will continue to accrue 8% simple interest until maturity. Other than as discussed herein, there have been no subsequent events that would be material to the financial statements of the ART, including Cause of Action settlements or judgments or Distributions or decisions concerning future Distributions.

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

Overview

The ART was formed as a Delaware statutory trust pursuant to that certain First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia and certain of its subsidiaries. The purpose of

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the ART is to prosecute the various Causes of Action transferred to the ART pursuant to the Plan and distribute to the owners of the Interests in the ART the net proceeds of such Causes of Action, according to the relative priorities established pursuant to the Plan, subject to the retention of various amounts to fund the prosecution of those Causes of Action and operations of the ART. Pursuant to the Plan, in addition to the Causes of Action, Adelphia transferred $25 million in cash to the ART in connection with its formation in 2007 in order to fund the initial expenses of operation.

The ART is not subject to federal or state income taxes. The ART is not aware of any transactions or events up to and including September 30, 2014 that would subject it to federal or state income taxes. Further, the ART has no unrecognized income tax benefits as of September 30, 2014 nor are there any amounts required to be included in the financial statements for interest or penalties on unrecognized income tax benefits. Items of income, gain, loss, deduction and other tax items have been and will be allocated to the Holders that would be entitled to receive such items if they constituted cash distributions or reductions therefrom. The Holders are responsible for the payment of taxes on a current basis that result from such allocations whether or not cash is distributed.

Adelphia and certain of its subsidiaries filed for Chapter 11 bankruptcy protection in June 2002. During the bankruptcy, on July 31, 2006 the assets of Adelphia were sold for a combination of cash and stock in Time Warner Cable, Inc. (“TWC”). In late 2006, representatives of the various groups of creditors reached agreement on the allocation and distribution of the cash, TWC stock, other proceeds from the sale of estate assets and relative priorities to any Distributions arising from the Causes of Action contributed to the ART. This agreement was embodied in the Plan, which was confirmed in January 2007 and became effective on February 13, 2007 (the “Effective Date”). Under the Plan, the creditors and equity holders of Adelphia and certain of its subsidiaries received one or more of the following: cash, TWC stock, rights to future Distributions up to payment in full and the Interests.

The Plan provides that the ART shall dissolve upon the earlier of the distribution of all of its assets to the Holders or the fifth anniversary of its creation which was on February 13, 2012, subject to the right of the Trustees to extend the ART’s term with the approval of the Bankruptcy Court. In November 2011, the ART filed a motion to extend the term of the ART through December 31, 2014 because several Causes of Action were unlikely to be resolved prior to February 13, 2012. In December 2011 the motion was granted by the Bankruptcy Court. In July 2014, the ART filed a second motion to extend the term of the ART in light of the current status of the Causes of Action and the administrative tasks to be performed after the Causes of Action are resolved. On September 23, 2014 the Bankruptcy Court granted an extension through September 23, 2015. The Bankruptcy Court may approve additional extensions to resolve the Causes of Action, distribute the net proceeds to Holders or complete other administrative responsibilities of the Trustees.

As set forth in the Plan and the Declaration of Trust for the ART, as amended (the “Declaration”), the ART is administered by five Trustees. These Trustees are authorized to carry out the purposes of the ART. In particular, the Trustees are responsible for protecting, maintaining, liquidating to cash and maximizing the value of the Causes of Action contributed to the ART, whether by litigation, settlement or otherwise.

Distributions

Pursuant to the Plan and the Declaration, Distributions to Holders are net of any costs and expenses incurred by the ART in connection with administering, litigating or otherwise resolving the various Causes of Action. Such costs and expenses may also include fees and expenses of the Trustees, premiums for directors and officers insurance, and other insurance and fees and expenses of attorneys and consultants. Distributions will be made only from assets of the ART and only to the extent that the ART has sufficient assets (over amounts retained for contingent liabilities and future costs and expenses, among other things) to make such payments in accordance with the Plan and the Declaration. No Distribution is required to be made to any Holder unless such Holder is to receive in such Distribution at least $25.00 or unless such Distribution is the final Distribution to such Holder pursuant to the Plan and the Declaration.

Distributions are made at the sole discretion of the Trustees in accordance with the provisions of the Plan and the Declaration. The Trust made no Distributions in 2014 or 2013. During 2013 previously issued ART Distributions reverted to the ART in the amount of approximately $100,000. These funds were returned to the

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ART in accordance with Plan provisions regarding unclaimed distributions and have been recorded as a deferred holder distributions liability. Such funds have reverted to the ART for the benefit of Interest Holders in the class of the forfeiting Holders and will be distributed to such Interest Holders at a time determined by the Trustees.

As of September 30, 2014, the number of Interests outstanding in each series eligible to receive a Distribution is as follows:

CVV Series of Interest:		As of September 30, 2014
Series RF (1)		115,000,000
Series Arahova		722,639,681
Series FrontierVision		86,600,001
Series FPL		25,575,129
Series Olympus		17,000,001
Series ACC-1		4,839,988,165
Series ACC-2		339,207,075
Series ACC-3		119,430,302
Series ESL (2)		17
Series ACC-4		1,790,968,272
Series ACC-5 (2)		458
Series ACC-6B		150,000,000
Series ACC-6B1 (2)		3
Series ACC-6D		575,000,000
Series ACC-6D1 (2)		229,004
Series ACC-6E/F		935,812,456
Series ACC-6E/F1 (2)		277,210
Series ACC-7		217,022,640
Series ACC-7A (2)		1,537,766,752

(1) Series RF Interests are outstanding, but were paid in full with the March 1, 2012 Distribution and are not eligible for future Distributions.

(2) For each of these categories of Interests (which include disputed claims), each holder of a disputed claim was awarded one Interest. The underlying claims have been expunged or conditionally expunged and these corresponding Interests which are held by the ART Disputed Ownership Fund will be cancelled upon dissolution of the ART.

A schedule summarizing the Distribution priority waterfall as of September 30, 2014 is set forth below:

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ART Distribution Waterfall Chart

September 30, 2014 (1)

Remainig Aggregate Distribution (2)	Distribution Description (3)	ART Distribution Recipient (4)
		RF	0.00	%
		Arahova	0.00	%
		ACC-1	0.00	%
		Olympus	0.00	%
		FrontierVision	0.00	%
		ACC-2	0.00	%
		ACC-3	0.00	%
0	RF Holders Paid In Full	FPL	0.00	%

		Arahova	45.87	%
		ACC-1	42.73	%
		Olympus	5.00	%
	Until Series Olympus has received aggregate distributions of $16 million plus the Olympus Fees, plus accrued post-Effective Date dividends	FrontierVision	2.50	%
		ACC-2	2.25	%
		ACC-3	0.90	%
0 - 363,000,000		FPL	0.75	%

		Arahova	48.37	%
		ACC-1	45.06	%
		FrontierVision	2.50	%
		ACC-2	2.37	%
		ACC-3	0.95	%
363,000,001 - 890,000,000	Until cumulative distribution is $1,165 million	FPL	0.75	%

		ACC-1	76.60	%
		Arahova	14.51	%
		ACC-2	4.03	%
	Until Series Arahova has received $625 million plus the Arahova Fees plus accrued post-Effective Date dividends	FrontierVision	2.50	%
		ACC-3	1.61	%
890,000,001 - 5,047,000,000		FPL	0.75	%

	Until Series FPL has received aggregate distributions of $6.2 million plus Default Interest, plus accrued post-Effective Date dividends (ACC-1, ACC-2 and ACC-3 paid in full)	ACC-1	90.11	%
		ACC-2	4.74	%
		FrontierVision	2.50	%
		ACC-3	1.90	%
5,047,000,001 - 5,487,000,000		FPL	0.75	%

	Until Series FPL has received aggregate distributions of $6.2 million plus Default Interest, plus accrued post-Effective Date dividends	Series Arahova	96.75	%
		FrontierVision	2.50	%
5,487,000,001 - 5,504,000,000		FPL	0.75	%

		Series Arahova	97.50	%

5,504,000,001 - 5,526,000,000	Until Series FrontierVision has received aggregate distributions of $85 million plus 80% of the FrontierVision Fees, plus accrued post-Effective Date dividends	FrontierVision	2.50	%

5,526,000,001 - 5,557,000,000	Until the additional distribution to the Series Arahova Interests equals $50 million plus accrued post-Effective Date dividends at a rate of 5% per annum	Series Arahova	100.00	%

Not Quantifiable	Until ESL holders have received Payment in Full of their Claims and Case 8% interest plus accrued post-Effective Date dividends

Not Quantifiable	Until ACC-4 holders have received the full amount of their Allowed Claims plus Case Contract Interest plus accrued post-Effective Date dividends

Not Quantifiable	Until ACC-5 holders have received the full amount of their Allowed Claims plus Case 8% interest plus accrued post-Effective Date dividends

Not Quantifiable	Until ACC-6 holders receive distributions in accordance with the relative priorities established by the Liquidation Preferences governing the shares of ACC Preferred Stock and the Bankruptcy Code

Not Quantifiable	Each ACC-7 holder is entitled to receive a pro rata share of any distributions remaining

Capitalized terms used in this chart but not otherwise defined have the respective meaning given to them under the Plan.

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(1) Remaining aggregate distributions and ART distribution percentages are as of September 30, 2014.

(2) Pursuant to the terms of the Plan, certain series of Interests are entitled to post-Effective Date dividends on certain amounts due to the corresponding class of claims. For purposes of calculating the reference amount on which post-Effective Date dividends accrue, the distribution of the True-Up Holdback is treated as if it occurred on the Effective Date. Remaining aggregate distributions have been reduced as a result of the $215 million cash distribution to certain CVV Holders as of December 21, 2010, the $30 million cash distribution on March 1, 2012, the $30 million cash distribution on December 18, 2012 as well as distributions made by Adelphia for excess reserves and for refunds of reserves established for Settlement Party Fee Claims.

(3) Unless otherwise stated, post-Effective Date dividends accrue at a rate of 8.9% per annum.

(4) This chart is adjusted in accordance with Plan sections 5.1 and 5.2 with regard to pay-off priorities between the ACC Senior Notes, Trade and Other Unsecured Classes and the Subsidiary Notes Classes due to the magnitude of distributions by Adelphia to the ACC Senior Notes, Trade and Other Unsecured Classes as a result of the release of escrows, reserves and holdbacks. Sharing percentages portrayed reflect sharing relationships at the entry point of the individual breakpoints illustrated and do not reflect all changes in sharing relationships when multiple classes have concurrent pay-offs.

Results of Operations

The ART operates pursuant to the Plan and the Declaration. The ART was formed as a Delaware statutory trust to prosecute various claims originally owned by Adelphia and, if any of the prosecutions are successful or are settled in a manner which provides economic benefit to the ART, to distribute excess proceeds over amounts retained to fund the prosecution of the Causes of Action and operations of the ART, to the Holders. The Trustees will retain enough cash in reserve to administer the ART and fund the prosecution of the Causes of Action.

Due to the nature of the ART’s operations both revenue and operating expenses may fluctuate between and among reporting periods caused by activities and results related to the Causes of Action.

Third Quarter 2014 versus Third Quarter 2013

Total revenues consisting solely of interest increased to approximately $107,000 in the third quarter of 2014 from approximately $106,000 in the third quarter of 2013. The revenue increase of approximately $1,000 was caused by an increase in yields on the invested cash balances partially offset by a decrease in the invested cash balances of the ART. There were no court approved settlements for the third quarter of 2014 or 2013.

Total operating expenses for the ART decreased to approximately $392,000 in the third quarter of 2014 from approximately $408,000 in the third quarter of 2013. The operating expense decrease of approximately $16,000 was caused by a decrease in general and administrative expenses of approximately $20,000 and a decrease in professional litigation expenses of approximately $11,000 offset by an increase of professional administrative expenses of approximately $15,000.

General and administrative expenses decreased primarily due to reduced insurance and Trustee related expenses for the ART in the third quarter of 2014 when compared to the third quarter of 2013.

Professional litigation expenses decreased in the third quarter of 2014 compared to the third quarter of 2013 due to decreased miscellaneous costs and expenses associated with the pending Causes of Action as described herein.

Professional administrative expenses increased in the third quarter of 2014 compared to the third quarter of 2013 due to expenses incurred by the ART to manage trust operations, administrative requirements, Cause of Action oversight and regulatory compliance.

As a result of the increase in total revenues of approximately $1,000 and the decrease in total operating expenses of approximately $16,000 in the third quarter of 2014 compared to the third quarter of 2013, the net

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loss of approximately $285,000 for the quarter ended September 30, 2014 was approximately $17,000 less than the net loss of approximately $302,000 for the quarter ended September 30, 2013.

Nine months ended September 30, 2014 versus Nine months ended September 30, 2013

Total revenues consisting solely of interest increased to approximately $318,000 for the nine months ended September 30, 2014 from approximately $315,000 for the nine months ended September 30, 2013. The revenue increase of approximately $3,000 was caused by an increase in yields on the invested cash balances offset by a decrease in the average invested cash balances of the ART. There were no court approved settlements for the nine months ended September 30 of 2014 or 2013.

Total operating expenses for the ART decreased to approximately $1,548,000 for the nine months ended September 30, 2014 from approximately $1,600,000 for the nine months ended September 30, 2013. The cost decrease of approximately $52,000 was caused by a decrease in general and administrative costs of approximately $72,000 and a decrease in professional litigation costs of approximately $6,000 offset by an increase in professional administrative costs of approximately $26,000.

General and administrative costs decreased by approximately $72,000 for the nine months ended September 30, 2014 when compared to the nine months ended September 30, 2013. The ART experienced decreased costs for bank fees, insurance premiums, and Trustee expenses between the comparable periods.

Professional litigation costs decreased by approximately $6,000 for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 due to decreased miscellaneous costs and expenses for the pending Causes of Action as described herein.

Professional administrative costs increased by approximately $26,000 for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The increased expenses relate to increased legal support costs incurred by the ART to manage trust operations, administrative requirements, and Cause of Action oversight.

As a result of an increase in revenue of approximately $3,000 and the decrease in total operating expenses of approximately $52,000 for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013, the net loss of approximately $1,230,000 for the nine months ended September 30, 2014 was approximately $55,000 less than the net loss of approximately $1,285,000 for the nine months ended September 30, 2013.

Financial Condition and Cash Flows: Liquidity

The ART’s sources of liquidity are from (a) the $25 million transferred to the ART by Adelphia pursuant to the Plan on the Effective Date, (b) the successful resolution of Causes of Action and (c) earnings on invested cash balances. Receipts from these sources are used to pay professional and operating expenses of the ART and to fund Distributions to the Holders after reserving cash required to pay future professional and operating expenses of the ART. The Trustees regularly evaluate the future financial needs of the ART. The Trustees will retain sufficient cash to administer the ART and fund the prosecution of the Causes of Action.

Based upon cash and cash equivalent balances as of September 30, 2014 totaling approximately $34.7 million along with expected expenses and other potential disbursements, the ART expects to meet its obligations as they come due during the next twelve months. Due to the uncertain nature of future revenues and expenses beyond twelve months, it is not possible to be certain that cash will be available to cover all the future financial needs of the ART. Incurring debt, creating contingent obligation agreements and seeking methods to reduce legal, professional and administrative expenses are all strategies that could be undertaken to address liquidity issues should they arise. These strategies could impact the ART’s ability to maximize recoveries from settlements.

The nature of the ART’s operation does not give rise to capital expenditures and there are no current or expected commitments for capital expenditures in the next twelve months. Should a need for capital expenditures arise, the ART would fund the requirement from existing assets.

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Cash and cash equivalent balances at September 30, 2014 of approximately $34.7 million are approximately $1.3 million less than as of December 31, 2013. This decrease is due to the uses of cash and cash equivalents by operating activities of approximately $1.3 million.

The $1.3 million use of cash by operating activities included a net loss for the nine months ended September 30, 2014 of approximately $1.2 million. Other uses of cash by operating activities include the accrual of interest on a note receivable of approximately $293,000 which was offset by cash provided by operating activities from a decrease in prepaid assets of approximately $164,000 and an increase in accrued expenses of approximately $16,000 during the nine months ended September 30, 2014.

As of September 30, 2014, the ART has a total of $34.7 million of cash and cash equivalents which include investments in three-month or shorter FDIC fully-insured bank CDs in the amount of $30.0 million, a U.S. Treasury and government agency securities money market fund in the amount of approximately $886,000 and deposit accounts in the amount of $3.8 million. The ART considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As such, the three-month CDs have been classified as cash equivalents as of September 30, 2014. All investments during the quarter were fully compliant with the ART investment policy.

The ART has adequate liquidity to meet its obligations as of September 30, 2014.

Cautionary Statement Regarding Risks and Uncertainties That May Affect Future Results

This report on Form 10-Q contains forward-looking statements about the business, financial condition and prospects of the ART. The actual results of the ART could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including, without limitation, the number of and proceeds from litigations and/or settlements which are successful, delays in obtaining proceeds, the amount of funding required for the litigations and other operating expenses, economic conditions, changes in tax and other governmental rules and regulations applicable to the ART, and other risks identified and described in the Form 10-K filed with the SEC on March 12, 2014. These risks and uncertainties are beyond the ability of the ART to control, and in many cases, the ART cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this report the words “believes,” “estimates,” “plans,” “expects,” and “anticipates” and similar expressions as they relate to the ART or its management are intended to identify forward-looking statements.

New Accounting Guidance Pending Adoption

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, which requires that an entity recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to its customers. The Trust has determined that it does not apply to its activities.

Item 3 Quantitative and Qualitative Disclosures about Market Risk

The ART invests cash in either FDIC insured deposit accounts, FDIC insured bank CDs or a money market fund invested in short-term U.S. Treasury and government agency securities including repurchase agreements collateralized fully by U.S. Treasury and government agency securities. The CDs have 3 month or less maturity terms and as of September 30, 2014 and the money market fund has a 49 day weighted average maturity for the underlying securities. Interest income from these investments is subject to interest rate fluctuations.

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Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The ART maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to ART Trustees and the Trust Administrator as appropriate, to allow timely decisions regarding required financial disclosure.

The Trustees and the Trust Administrator have completed an evaluation of the effectiveness of the design and operation of disclosure controls and procedures as of September 30, 2014. Based on their evaluation, the Trustees and the Trust Administrator concluded that as of September 30, 2014, the ART’s disclosure controls and procedures were effective.

Limitations on the Effectiveness of Controls

The Trustees and the Trust Administrator do not expect that the ART’s disclosure controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ART have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2014, there were no changes in the ART’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the ART’s internal control over financial reporting.

PART II

Item 1 Legal Proceedings

Pending Causes of Action

Goldman Sachs Litigation

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FPL Litigation

At this time, the ART cannot predict the outcome of the FPL Litigation or estimate the possible financial effect of this proceeding on the ART’s financial statements.

Prestige Litigation

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Avoidance Actions

At this time, the ART cannot predict the outcome of the remaining claims or estimate the possible financial effect of these proceedings on the ART’s financial statements.

Item 1A. Risk Factors

As of the date of this filing there have been no material changes from the risk factors previously disclosed in our “Risk Factors” in the ART’s Form 10-K for the year ended December 31, 2013 as filed with the SEC on March 12, 2014.

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Item 6 Exhibits

2.1*		First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia Communications Corporation and Certain of its Affiliated Debtors, effective February 13, 2007

3.1*		Restated Certificate of Trust, dated February 13, 2007

3.2*		Amendment to Restated Certificate of Trust, dated March 15, 2007

3.3*		Second Amended and Restated Declaration of Trust, dated June 4, 2008

3.4*		Rules and Procedures of Adelphia Recovery Trust

4.1*		Form of Certificate Evidencing Undivided Beneficial Interests in the Assets of the Adelphia Recovery Trust (Global Certificate)

4.2*		Form of Certificate Evidencing Undivided Beneficial Interests in the Assets of the Adelphia Recovery Trust (Book Entry Certificate)

10.1*		Plan Administrator Agreement, dated February 12, 2007

10.2*		Trustee Compensation Agreement

*Incorporated by reference to the Form 10 of Adelphia Recovery Trust (File No. 000-53209) filed April 30, 2008 and the amended Form 10 filed July 2, 2008.

31.1		Section 302 Certification of Trustee
31.2		Section 302 Certification of Trust Administrator
32.1		Certification of Trustee pursuant to 18 U.S.C. 1350 Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification Trust Administrator pursuant to 18 U.S.C. 1350 Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101		The following materials from Adelphia Recovery Trust’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, formatted in XBRL: (i) Condensed Balance Sheets (ii) Condensed Statements of Operations (iii) Condensed Statements of Cash Flows; and (iv) Notes to Condensed Financial Statements as detailed tags.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 10, 2014

By: Quest Turnaround Advisors, LLC
as Trust Administrator of the Adelphia Recovery Trust
/s/ Jeffrey A. Brodsky
Jeffrey A. Brodsky
Member

Adelphia Recovery Trust 10-Q