Sale of Adelphia to Time Warner Inc. and Comcast Corp., moves forward
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February 6, 2006

Sale of Adelphia to Time Warner Inc. and Comcast Corp., moves forward

COUDERSPORT – While the sale of Adelphia to Time Warner Inc. and
Comcast Corp., took another small step forward last week, the
statusðalmost 1,300 jobs in Coudersport remains uncertain.

Time Warner Cable will take over the buildings in Coudersport
once the deal closes and is required to keep about half of the
workforce for at least a year. The fate of the other 600-plus jobs
is uncertain.

Many of the remainingðjobs and personnelðare “under
consideration for hiring as Time Warner assesses its business
needs,” a source said Monday.

Adelphia accepted a buyout offer from Time Warner and Comcast
valued at an estimated $17.6 billion in cash and stock last April,
and last week the Federal Trade Commissionðannounced that its
Bureau of Competition had closed its seven-month investigation into
the deal without taking action.

That apparently means the FTC found no substantial restriction
of competition would occur when the sale goes through.

The FTC’s five commissioners did not vote on the matter. Three
of them reportedly said they agreed with their Competition Bureau’s
findings, while the other two said they did not.

The deal will cement Time Warner’s position as the number two
cable operator in the United States behindðAdelphia, which will no
longer exist after the sale becomes final. Adelphiaðis the nation’s
fifth-largest cable systems operator, with about 5 million
customers in 31 states.

The transaction now faces a more serious test, scrutiny by the
Federal Communications Commission.

The two dissenting FTC commissioners said in their dissent that
they hope the FCC will scrutinize the acquisition more
carefully.

Adelphia Chairman and Chief Executive Officer Bill Schleyer said
this week the company aims to complete the sale of its assets by
June.

“In addition to the remaining local government approvals that
have not yet been obtained, the focus of our attention now turns to
the FCC, where we hope for a prompt ruling that this sale is in the
public interest,”ðSchleyer said.

Part of the debate centers on the economics of sports
programming andða concern is that Time Warner’s and Comcast’s
increased market share in some markets could make it possible for
them to enter into exclusive contracts that would deny access to
competing distributors.

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