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~~March 3031, ~~2014~~2015

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		3
ITEM 1. FINANCIAL STATEMENTS (unaudited)	~~ITEM 1. FINANCIAL STATEMENTS (unaudited)~~3		3
		Condensed Balance Sheets as of September 30, 2014 and December 31, 2013	3
Condensed Balance Sheets as of March 31, 2015 and December 31, 2014	3
		Condensed Statements of Operations for the three and nine months ended September 30, 2014 and 2013	4
Condensed Statements of Operations for the three ended March 31, 2015 and 2014	4
		Condensed Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	5
Condensed Statements of Cash Flows for the three months ended March 31, 2015 and 2014	5
Notes to Condensed Financial Statements	6	~~Notes to Condensed Financial Statements~~	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~9		9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~14		15
ITEM 4. CONTROLS AND PROCEDURES	~~ITEM 4. CONTROLS AND PROCEDURES~~14		16
PART II	15		16
ITEM 1. LEGAL PROCEEDINGS	~~ITEM 1. LEGAL PROCEEDINGS~~15		16
ITEM 1A. RISK FACTORS	~~ITEM 1A. RISK FACTORS~~16		18
ITEM 6. EXHIBITS	~~ITEM 6. EXHIBITS~~17		19
SIGNATURES	18		20
CERTIFICATIONS

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PART 1 - FINANCIAL INFORMATION

Item 1 Financial Statements

Adelphia Recovery Trust

Condensed Balance Sheets

	As of		As of
	As of March 31, 2015		As of December 31, 2014
	September 30, 2014		December 31, 2013
	(unaudited)		(note 2)
Assets
Cash and cash equivalents	$	3435,~~738~~602,~~124~~629	$	36,~~081~~323,~~284~~412
Prepaid assets	~~475~~547,~~450~~129		~~639~~581,~~198~~324
Note and accrued interest receivable	75,~~631~~674,~~391~~704		75,~~338~~604,~~876~~966
Total assets	$	4241,~~844~~824,~~965~~462	$	4442,~~059~~509,~~358~~702
Liabilities and net assets
Accrued expenses	$	8691,~~945~~146	$	7183,~~342~~412
Deferred holder distributions	99101,~~979~~123		99101,~~979~~123
Total liabilities	~~186~~192,~~924~~269		~~171~~184,~~321~~535
Net assets	4241,~~658~~632,~~041~~193		4342,~~888~~325,~~037~~167
Total liabilities and net assets	$	4241,~~844~~824,~~965~~462	$	4442,~~059~~509,~~358~~702

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	)

(Unaudited)

	For the three months ended March 31, 2015			For the three months ended March 31, 2014

Revenues

Interest income	$	78,851		$	105,224
Total revenues	78,851			105,224

Operating expenses
General and administrative expenses	688,841			686,604
Professional expenses	82,984			103,444
Total operating expenses	771,825			790,048

Net loss	$	(692,974	)	$	(684,824	)

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

(Unaudited)

	For the three months ended March 31, 2015			For the three months ended March 31, 2014

Operating activities
Net loss	$	(692,974	)	$	(684,824	)
Adjustments to reconcile net loss to net cash used by operating activities consisting of changes in operating assets and liabilities:
Prepaid assets	34,195			33,395
Note and accrued interest receivable	(69,738		)	(97,505		)
Accrued expenses	7,734			65,553
Net cash used by operating activities	(720,783		)	(683,381		)

Net change in cash and cash equivalents	(720,783		)	(683,381		)
Cash and cash equivalents, beginning of period	36,323,412			36,081,284
Cash and cash equivalents, end of period	$	35,602,629		$	35,397,903

See accompanying notes to condensed financial statements.

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ADELPHIA RECOVERY TRUST

Notes to Condensed Financial Statements — ~~September~~March 3031, ~~2014~~2015 (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, and the Declaration of Trust for the ART, as amended (the “Declaration”), the ART is administered by five trustees (the “Trustees”) who are ~~responsible~~authorized ~~for~~to ~~carrying~~carry 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~~the ~~administrative~~administration ~~responsibilities~~ of the ~~Trustees~~ART.

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~~2014 included in its Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12 2, ~~2014~~2015. Interim results are not necessarily indicative of the results for the complete fiscal year. The condensed balance sheet as of December 31, ~~2013~~2014 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~~2014 Form 10-K filed on March 122, ~~2014~~ 2015 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~~District Court’s ~~proposed~~for ~~Findings~~the ofSouthern ~~Fact~~District ~~and Conclusions~~ of ~~Law~~New ~~will~~York beaccepted ~~reviewed by~~ the ~~District~~Bankruptcy Court’s ~~under~~recommendations aover dethe ~~novo~~objections ~~standard~~filed ofby ~~review~~the ~~before~~ART, aand ~~judgment is~~ entered~~. The~~ ~~Trust~~judgment ~~filed~~in anfavor ~~Objection~~of toFPL ~~the Court’s Proposed Findings~~ on ~~June~~March 1020, ~~2014,~~2015. The ~~and~~ART ~~that~~filed ~~Objection~~its ~~has~~Notice ~~been~~of ~~fully~~Appeal ~~briefed~~with by the ~~parties. The~~Second ~~matter~~Circuit isCourt ~~now~~of ~~pending~~Appeal ~~before~~on ~~District~~April 3, ~~Court Judge Valerie Caproni~~2015.

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.

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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~~ART ~~value~~was ofa ~~the~~party ~~note~~to ~~receivable~~the ~~and~~settlement ~~accrued~~between ~~interest~~Leonard ~~has been determined using unobservable inputs (i.e. Level 3, as defined in Accounting Standards Codification 820-10)~~ and ~~approximates~~Claire ~~$6.8~~Tow ~~million as of September 30, 2014~~ and $5Adelphia.8 ~~million~~As asa result of ~~December 31,~~that ~~2013.~~settlement ~~The~~Adelphia ~~fair~~agreed ~~value was derived by discounting~~ to ~~September 30,~~pay ~~2014 and December 31, 2013~~ the ~~projected~~ART ~~maturity value of the note including accrued interest~~$4.875 ~~The~~million ~~projected~~plus ~~maturity~~8% ~~value,~~simple ~~including~~ interest ~~was~~when ~~calculated~~certain ~~using~~ life ~~expectancy~~insurance ~~tables~~policies mature. ~~The~~A ~~discount~~first ~~rate~~to isdie ~~based~~rider onin ~~the~~one ~~yield~~of on the ~~notes issued by the life~~ insurance ~~companies~~policies ~~underwriting~~triggered ~~the~~a ~~life~~total ~~insurance~~payment ~~policies~~of ~~and~~$2.1 ~~various~~million ~~risk~~from ~~factors~~Adelphia ~~associated~~to ~~with~~ the ~~note~~ART in October 2014. The ~~discount~~$2.1 ~~rate~~million was ~~less~~prorated ~~than~~between ~~the~~principal and interest ~~rate~~as ona ~~the~~partial ~~note~~payment ~~during~~of ~~the~~amounts ~~third~~outstanding ~~quarter~~at ofthat ~~2014~~time.

The ~~carrying~~fair ~~values~~value ~~were~~of ~~approximately~~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 $75.60 million as of ~~September~~ March 3031, ~~2014~~2015 and ~~approximately~~ $75.30 million as of December 31, ~~2013~~2014. The fair value was derived by discounting to March 31, 2015 and December 31, 2014 the projected maturity value of the note ~~bears~~including 8%accrued ~~simple~~interest. The projected maturity value, including interest ~~and~~was calculated using life expectancy tables. The discount rate is ~~recourse~~based ~~only~~on tothe yield on the ~~proceeds~~notes ofissued ~~various~~by the life insurance ~~policies~~companies onunderwriting ~~Mr.~~the life insurance policies and ~~Mrs. Leonard~~various ~~Tow~~risk ~~totaling~~factors ~~approximately~~associated ~~$27~~with the note.5 ~~million~~The discount rate was less than the interest rate on the note during the first quarter of 2015.

InThe ~~July 2014,~~carrying avalues ~~partial~~were ~~maturity~~approximately of$5.7 ~~the~~million ~~insurance~~as ~~policies occurred with the passing~~ of ~~Mrs.~~March ~~Leonard~~31, ~~Tow.~~2015 Asand aapproximately ~~result of this event Adelphia received proceeds of~~ $25.16 million ~~on October 9, 2014,~~ as ~~further~~of ~~disclosed in Note 7~~December 31, ~~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~~bears ~~balance will accrue interest at~~ 8% simple ~~until~~interest ~~maturity.~~and ~~The~~is ~~note~~recourse ~~will~~only ~~mature~~to ~~upon~~ the ~~passing~~proceeds of ~~the~~various ~~remaining~~life ~~insured,~~insurance policies on Mr. Leonard Tow.

6 Interest Holder Distribution

The Trustees have not authorized or completed any Distributions for the ART in ~~2014~~2015 or ~~2013~~2014. During 2013, previously issued ART Distributions reverted to the ART in the amount of approximately $~~100~~101,000. 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~~March 3031, ~~2014~~2015 have been evaluated through ~~November~~May 104, ~~2014~~2015, 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.

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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 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.

9The ART is not subject to federal or state income taxes. The ART is not aware of any transactions or events up to and including March 31, 2015 that would subject it to federal or state income taxes. Further, the ART has no unrecognized income tax benefits as of March 31, 2015 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.

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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~~the ~~administrative~~administration ~~responsibilities~~ of the ~~Trustees~~ART.

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 the9

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~~ART~~will inbe ~~accordance~~made ~~with~~only ~~Plan~~from ~~provisions~~assets ~~regarding~~of ~~unclaimed~~the ~~distributions~~ART and ~~have~~only ~~been~~to ~~recorded~~the asextent athat ~~deferred~~the ~~holder~~ART ~~distributions~~has ~~liability.~~sufficient ~~Such~~assets ~~funds~~(over ~~have~~amounts ~~reverted~~retained tofor ~~the~~contingent ~~ART~~liabilities ~~for~~and ~~the~~future ~~benefit~~costs ofand ~~Interest~~expenses, ~~Holders~~among other things) to make such payments in accordance with the ~~class~~Plan ofand the ~~forfeiting~~Declaration. ~~Holders~~No ~~and~~Distribution ~~will~~is required to be ~~distributed~~made to any Holder unless such ~~Interest~~Holder ~~Holders~~is to receive in such Distribution at aleast ~~time~~$25.00 ~~determined~~or byunless such Distribution is the ~~Trustees~~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 2015 or 2014. During 2013 previously issued ART Distributions reverted to the ART in the amount of approximately $101,000. 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.

As of ~~September~~March 3031, ~~2014~~2015, the number of Interests outstanding in each series eligible to receive a Distribution is as follows:

CVV Series of Interest:		As of ~~September~~March 3031, ~~2014~~2015
Series RF (1)		115,000,000
Series Arahova		722,~~639~~580,~~681~~866
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:~~10

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A schedule summarizing the Distribution priority waterfall as of March 31, 2015 is set forth below:

ART Distribution Waterfall Chart

~~September~~March 3031, ~~2014~~2015 (1)

Remainig Aggregate Distribution (2)	Distribution Description (3)	ART Distribution Recipient (4)
		RF	0.00	%
0	RF Holders Paid In Full	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	%
		FPL	0.00	%
		Arahova	45.87	%
0 - 370,000,000	Until Series Olympus has received aggregate distributions of $16 million plus the Olympus Fees, plus accrued post-Effective Date dividends	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	%
		FrontierVision	2.50	%
		ACC-2	2.25	%
		ACC-3	0.90	%
0 - 363,000,000		FPL	0.75	%
		FPL	0.75	%
		Arahova	48.37	%
370,000,001 - 890,000,000	Until cumulative distribution is $1,165 million	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	%
		FPL	0.75	%
		ACC-1	76.60	%
890,000,001 - 5,230,000,000	Until Series Arahova has received $625 million plus the Arahova Fees plus accrued post-Effective Date dividends	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	%
		FrontierVision	2.50	%
		ACC-3	1.61	%
890,000,001 - 5,047,000,000		FPL	0.75	%
		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	%
5,230,000,001 - 5,625,000,000	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	%
		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	%
5,625,000,001 - 5,648,000,000	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	%
		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	%
5,648,000,001 - 5,670,000,000	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	%
5,670,000,001 - 5,697,000,000	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.

12(1) Remaining aggregate distributions and ART distribution percentages are as of March 31, 2015.

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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~~First Quarter ~~2014~~2015 versus ~~Third~~First Quarter ~~2013~~2014

Total revenues consisting solely of interest ~~increased~~decreased to approximately $~~107~~79,000 in the ~~third~~first quarter of ~~2014~~2015 from approximately $~~106~~105,000 in the ~~third~~first quarter of ~~2013~~2014. The revenue ~~increase~~decrease of approximately $126,000 was caused primarily by ana ~~increase~~reduction in ~~yields~~principal onof ~~the~~$1.3 ~~invested~~million ~~cash~~on ~~balances~~the ~~partially~~Adelphia ~~offset~~note byreceivable from a ~~decrease~~payment in ~~the~~October 2014. ~~invested~~The ~~cash~~note ~~balances~~accrues ofinterest ~~the~~at ~~ART.~~8% simple. There were no court approved settlements for the ~~third~~first quarter of ~~2014~~2015 or ~~2013~~2014.

Total operating expenses for the ART decreased to approximately $~~392~~772,000 in the ~~third~~first quarter of ~~2014~~2015 from approximately $~~408~~790,000 in the ~~third~~first quarter of ~~2013~~2014. The operating expense decrease of approximately $1618,000 was caused by aan ~~decrease~~increase in general and administrative expenses of approximately $202,000 and a decrease in professional ~~litigation~~ expenses of approximately $1120,000 ~~offset by an increase of professional administrative expenses of approximately $15,000~~.

General and administrative expenses ~~decreased~~increased primarily due to ~~reduced~~increased insurance ~~and~~costs, ~~Trustee~~bank ~~related~~fees, Trustee expenses and tax compliance costs for the ART in the ~~third~~ first quarter of ~~2014~~2015 when compared to the ~~third~~first quarter of ~~2013~~2014.

Professional ~~litigation~~ expenses decreased in the ~~third~~first quarter of ~~2014~~2015 compared to the ~~third~~first quarter of ~~2013~~2014 due to decreased miscellaneous costs and expenses associated with the pending Causes of Action as described herein.

~~Professional~~As ~~administrative~~a result of the decrease in total revenues of approximately $26,000 and the decrease in total operating expenses ~~increased~~of approximately $18,000 in the ~~third~~first quarter of ~~2014~~2015 compared to the ~~third~~first quarter of ~~2013~~2014, ~~due~~the tonet ~~expenses~~loss ~~incurred~~of byapproximately ~~the~~$693,000 ~~ART~~for tothe ~~manage~~quarter ~~trust~~ended ~~operations~~March 31, ~~administrative~~2015 ~~requirements~~was approximately $8,000 ~~Cause~~more than the net loss of ~~Action~~approximately ~~oversight~~$685,000 ~~and~~for ~~regulatory~~the ~~compliance~~quarter ended March 31, 2014.

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 net12

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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~~March 3031, ~~2014~~2015 totaling approximately $3435.76 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 if the term of the ART is extended beyond September 23, 2015. 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.

14Cash and cash equivalent balances at March 31, 2015 of $35.6 million are approximately $721,000 less than as of December 31, 2014. This decrease is due to the uses of cash and cash equivalents by operating activities of approximately $721,000.

~~Table~~The $721,000 use of ~~Contents~~cash by operating activities included a net loss for the three months ended March 31, 2015 of approximately $693,000. Other uses of cash by operating activities include the accrual of interest on a note receivable of approximately $70,000 which was offset by cash provided by operating activities from a decrease in prepaid assets of approximately $34,000 and an increase in accrued expenses of approximately $8,000 during the three months ended March 31, 2015.

~~Cash~~As of March 31, 2015, the ART has a total of $35.6 million of cash and cash ~~equivalent~~equivalents ~~balances~~which atinclude ~~September 30,~~investments ~~2014~~in ofthree-month ~~approximately~~or shorter FDIC fully-insured bank CDs in the amount of $3430.70 million, ~~are~~a U.S. Treasury and government agency securities money market fund in the amount of approximately $1.38 million ~~less~~and ~~than~~deposit asaccounts ofin ~~December~~the ~~31,~~amount ~~2013~~of $3.8 ~~This~~million. ~~decrease~~The isART ~~due~~considers toall ~~the~~highly ~~uses~~liquid investments with a maturity of ~~cash~~three ~~and~~months or less when purchased to be cash equivalents. byAs ~~operating~~such, ~~activities~~the three-month CDs have been classified as cash equivalents as of ~~approximately~~March 31, $12015.3 ~~million~~All investments during the quarter were fully compliant with the ART investment policy.

The ~~$1.3~~ART ~~million~~has ~~use~~adequate ofliquidity ~~cash~~to bymeet ~~operating~~its ~~activities~~obligations ~~included~~as ~~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~~March 31,~~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, 20142015.

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 122, ~~2014~~2015. 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,” “anticipates”, “future”, “may” and “~~anticipates~~will” and similar expressions as they relate to the ART or its management are intended to identify forward-looking statements.

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New Accounting Guidance Pending Adoption

InThere ~~May 2014,~~are ~~the~~no ~~Financial~~new ~~Accounting~~accounting ~~Standards~~standards ~~Board, or FASB, issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, which requires~~ that ~~an entity recognize~~ the ~~amount~~ART ofis ~~revenue~~required to adopt which itwill ~~expects~~likely tohave bea ~~entitled~~material ~~for~~effect ~~the~~as ~~transfer of promised goods or services to~~ its ~~customers.~~financial ~~The Trust has determined that it does not apply to its activities~~statements.

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~~March 31, ~~2014~~2015 and the money market fund has a 4942 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~~March 31, ~~2014~~2015 . Based on their evaluation, the Trustees and the Trust Administrator concluded that as of ~~September~~March 3031, ~~2014~~2015 , 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~~March 3031, ~~2014~~2015, 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.

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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

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.

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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.

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~~2014 as filed with the SEC on March 122, ~~2014~~2015.

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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~~May 104, ~~2014~~2015 By: Quest Turnaround Advisors, LLC as Trust Administrator of the Adelphia Recovery Trust /s/ Jeffrey A. Brodsky Jeffrey A. Brodsky Member

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