8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 12, 2009

Frontier Communications Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-11001	06-0619596
(Commission File Number)	(IRS Employer Identification No.)

3 High Ridge Park, Stamford, Connecticut	06905
(Address of principal executive offices)	(Zip Code)

(203) 614-5600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 7.01. Regulation FD Disclosure

Donald R. Shassian, Chief Financial Officer of Frontier Communications Corporation (the “Company”), will be reviewing certain materials concerning the Company with investors from time to time, commencing the week of January 12, 2009 in London, England, Milan, Italy, and Dublin, Ireland. A copy of the materials is attached hereto as Exhibit 99.1.

The information furnished in Item 7.01 of this Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Presentation to Investors.

2

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 hereunto duly authorized.

	FRONTIER COMMUNICATIONS CORPORATION
Date: January 12, 2009	By:	/s/ Robert J. Larson
		Robert J. Larson
		Senior Vice President and Chief Accounting Officer

3

EX-99.1

Frontier Communications

Donald

R.

Shassian

–

EVP

&

Chief

Financial

Officer

January 2009

Exhibit 99.1

2

Safe Harbor Statement

This presentation contains forward-looking statements that are made pursuant to the safe harbor provisions of The Private Securities

Litigation Reform Act of 1995.  These statements are made on the basis of management's views and assumptions regarding future events

and business performance. Words such as “believe,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking

statements.  Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to

differ materially from any future results, performance or achievements expressed or implied by such statements.  These risks and

uncertainties are based on a number of factors, including but not limited to: reductions in the number of our access lines and high-speed

internet subscribers; the effects of competition from cable, wireless and other wireline carriers (through voice over internet protocol (VOIP)

or otherwise); the effects of greater than anticipated competition requiring new pricing, marketing strategies or new product offerings and

the risk that we will not respond on a timely or profitable basis; the effects of changes in both general and local economic conditions on the

markets we serve, which can impact demand for our products and services, customer purchasing decisions, collectibility of revenue and

required levels of capital expenditures related to new construction of residences and businesses; our ability to effectively manage service

quality; our ability to successfully introduce new product offerings, including our ability to offer bundled service packages on terms that are

both profitable to us and attractive to our customers; our ability to sell enhanced and data services in order to offset ongoing declines in

revenue from local services, switched access services and subsidies; changes in accounting policies or practices adopted voluntarily or as

required by generally accepted accounting principles or regulators; the effects of ongoing changes in the regulation of the communications

industry as a result of federal and state legislation and regulation, including potential changes in state rate of return limitations on our

earnings, access charges and subsidy payments, and regulatory network upgrade and reliability requirements; our ability to effectively

manage our operations, operating expenses and capital expenditures, to pay dividends and to reduce or refinance our debt; adverse

changes in the credit markets and/or in the ratings given to our debt securities by nationally accredited ratings organizations, which could

limit or restrict the availability and/or increase the cost of financing; the effects of bankruptcies in the telecommunications industry, which

could result in potential bad debts; the effects of technological changes and competition on our capital expenditures and product and service

offerings, including the lack of assurance that our ongoing network improvements will be sufficient to meet or exceed the capabilities and

quality of competing networks; the effects of increased medical, retiree and pension expenses and related funding requirements; changes in

income tax rates, tax laws, regulations or rulings, and/or federal or state tax assessments; further declines in the value of our pension plan

assets, which could require us to make contributions to the pension plan in 2009; the effects of state regulatory cash management policies

on our ability to transfer cash among our subsidiaries and to the parent company; our ability to successfully renegotiate union contracts

expiring in 2009 and thereafter; our ability to pay a $1.00 per common share dividend annually, which may be affected by our cash flow

from operations, amount of capital expenditures, debt service requirements, cash paid for income taxes (which will increase in 2009) and

our liquidity; the effects of significantly increased cash taxes in 2009 and future years; the effects of any unfavorable outcome with respect

to any of our current or future legal, governmental, or regulatory proceedings, audits or disputes; and the possible impact of adverse

changes in political or other external factors over which we have no control, including hurricanes or other severe weather. These and other

uncertainties related to our business are described in greater detail in our filings with the Securities and Exchange Commission, including

our reports on Forms 10-K and 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement or to make any

other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by securities

laws

3

Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures in evaluating its performance.  These include free cash flow and EBITDA or “operating cash flow”

which we define as operating income plus depreciation and amortization.  A reconciliation of the differences between EBITDA and free cash flow and the

most comparable financial measures calculated and presented in accordance with GAAP is included in the tables that follow.  The non-GAAP financial

measures are by definition not measures of financial performance under generally accepted accounting principles and are not alternatives to operating

income or net income reflected in the statement of operations or to cash flow as reflected in the statement of cash flows and are not necessarily indicative

of cash available to fund all cash flow needs.  The non-GAAP financial measures used by the Company may not be comparable to similarly titled measures of

other companies.  

The Company believes that presentation of non-GAAP financial measures provides useful information to investors regarding the Company’s financial

condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) together provide a more

comprehensive view of the Company’s core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework upon

which management bases financial, operational, compensation and planning decisions, and (iii) presents measurements that investors and rating agencies

have indicated to management are useful to them in assessing the Company and its results of operations.  Management uses these non-GAAP financial

measures to plan and measure the performance of its core operations, and its divisions measure performance and report to management based upon these

measures.  In addition, the Company believes that free cash flow and EBITDA, as the Company defines them, can assist in comparing performance from

period to period, without taking into account factors affecting cash flow reflected in the statement of cash flows, including changes in working capital and

the timing of purchases and payments. The Company has shown adjustments to its financial presentations to exclude severance and early retirement costs

in 2004, 2005, 2006, 2007 and year to date September 30, 2008, a pension curtailment gain in 2007 and management succession and strategic alternatives

expenses in 2004 because the Company believes that the magnitude of such costs incurred in any one period materially exceeds that which has been

incurred by the Company in any other period during 2004 through 2008.

Management uses these non-GAAP financial measures to (i) assist in analyzing the Company’s underlying financial performance from period to period, (ii)

evaluate the financial performance of its business units, (iii) analyze and evaluate strategic and operational decisions, (iv) establish criteria for

compensation decisions, and (v) assist management in understanding the Company’s ability to generate cash flow and, as a result, to plan for future capital

and operational decisions.  Management uses these non-GAAP financial measures in conjunction with related GAAP financial measures.  The Company

believes that the non-GAAP financial measures are meaningful and useful for the reasons outlined above.     

While the Company utilizes these non-GAAP financial measures in managing and analyzing its business and financial condition and believes they are useful

to management and to investors for the reasons described above, these non-GAAP financial measures have certain shortcomings.  In particular, free cash

flow does not represent the residual cash flow available for discretionary expenditures, since items such as debt repayments and dividends are not deducted

in determining such measure.  EBITDA has similar shortcomings as interest, income taxes, capital expenditures, debt repayments and dividends are not

deducted in determining this measure.  Management compensates for the shortcomings of these measures by utilizing them in conjunction with their

comparable GAAP financial measures.  The information in this presentation should be read in conjunction with the financial statements and footnotes

contained in our documents filed with the U.S. Securities and Exchange Commission.

4

Frontier Communications is ……

Frontier Communications Corporation (NYSE: FTR) is one of the nation's largest rural local

exchange carriers, offering local and long-distance telephone service, Internet access, wireless

Internet access, DISH satellite TV and more…..

$384,118

YTD Free Cash Flow ($ in 000s)

$917,106

YTD EBITDA ($ in 000s)

$1,689,626

YTD Revenue ($ in 000s)

571,946

High Speed Internet Subscribers

2,296,460

Access Lines

24

States

Key

Metrics

1

1. Metrics are year to date as of September 30, 2008

•

Geographic Highlights

•

Rural Footprint (13 Households / Sq Mile)

•

24

States;

285

counties;

70

Local

Market

Clusters

•

Mature

Cable

VOIP

Competition

(65%

of

Our Footprint  )

Geographic Footprint

5

Key Value Drivers

1.

Unique Customer Experience

2.

Robust Local & National Network

3.

Consistent Execution of Operational Goals

4.

Consistent Execution of Financial Goals

5.

Disciplined Growth Strategy

6

Customer

Value Added Services

Full High Speed Installation

Price Protection / Auto Renewal

Web Content and Services

Personalized Portal

Wireless Modems

Peace of Mind Services

Integrated Product Offers

Frontier Connections

Digital Phone, HSI, Video, Wireless Data:

Enhancement Upgrades

Business Offers:

Unlimited Long Distance

Metro Ethernet

Expanded

Distribution

Channels

Alternate Channels

In-Bound Call Centers

Internet Sales

Localized

Offerings

“Aspirational”

Gifts

Localized Messaging

Seasonal Promotions &

Targeted Incentives

Community

Involvement

Local Presence

Events, Organization Membership

Educational Support

One-to-One Marketing

Anniversary Program

Loyalty Program

Retention Plans

Segmentation

Win Back

Customer Service  

24/7 Local Technician Service

Customer Service –

7 days/week

Internet Help Desk –

24/7

2 Hour Appointment Windows

Electronic Bill Payment

Online Information and Ordering

1. Unique Customer Experience

Goals:

Retain Customers

Increase Customer Spending

Acquire New Customers

Win Back Lost Customers

•

Frontier’s Local “Go –

To –

Market”

Strategy

7

1. Unique Customer Experience (continued)

•

Delivering A “Peace of Mind”

Experience

•

Big Company Advantages, Small Company Feel

•

Local Manager Structure

•

Unique Welcome Process

•

Exceptional Service Levels

•

2 Hour Appointment Windows

Secure Customer Index

0%

5%

10%

15%

20%

25%

30%

35%

40%

Q4 '07

Q1 '08

Q2 '08

Q3 '08

Residential

Business

8

1. Unique Customer Experience (continued)

•

Broad Spectrum of             

Products & Services

•

Simple Double Play & Triple

Play Bundles

•

Good, Better, Best Choices

for Voice, Video, Data

•

Peace of Mind Product Suite

•

Directory Advertising

•

Wireless Data

9

1. Unique Customer Experience (continued)

•

Innovative Marketing

Programs

•

Multi-Year Price Protection Plans

•

Loyalty Programs

•

Aspirational Gifts

•

Community Connections

•

Take The Lead Referrals

10

2. Robust Local & National Network

•Robust Local Networks

•

1,007 ILEC Exchanges

•

1,024 Central Offices

•

Migration To VOIP In 5 Major

Markets

•

Fiber To Home In All Greenfield

Builds

•

Approximately 40% Of Frontier

Local Networks Can Provide

20mps

1

Service

5 - 10k ft.

22%

10 - 15k ft.

7%

15 - 18k ft.

14%

+ 18k ft.

18%

<5k ft.

39%

•

Flexible network architecture allows delivery of

advanced services to residential and business customers

Notes

1.

Based on Network Capability View as of 9/30/08

Frontier

Average

Loop

Lengths ¹

11

2. Robust Local & National Network

(continued)

•

Diverse,

High

Capacity

10

Gig

Data

Backbone

1

•

12,060

Route

Miles

/

Avg.

30%

Utilized

1

Notes

1.Assumes the completion of the National Data Backbone upgrade from 2.5 Gig to 10 Gig, which is anticipated to be completed by 03/31/09

•

Quality Enabled Network

That Provides Priority To

Voice And Data

•

Complete Redundancy In

Both Network Equipment

And Routes

•

250 Bilateral Peering

Agreements To Reduce

Cost

•

Deep Packet Inspection

Technology Implemented

12

2. Robust Local & National Network (continued)

•

Extensive HSI

Availability

•

88% Availability

•

Well Positioned to

Support Continued

Growth of High Speed

Subscribers and Non-

Switched Revenue

Notes

1.

Based on Product Availability View as of 9/30/08

464

479

497

524

543

559

572

$53

$61

$61

$66

$63

$66

$67

24.9%

23.9%

22.7%

21.5%

20.2%

19.1%

18.3%

-

100

200

300

400

500

600

700

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

Q2 '08

Q3 '08

$

$20

$40

$60

$80

$100

$120

$140

High Speed Internet Subscribers

Non Switched Revenue

HSI Penetration

86%

88%

62%

64%

39%

39%

10%

11%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

1 Mbps

3 Mbps

6 Mbps

20 Mbps

June '08

September '08

1

13

3. Consistent Execution of Operational Goals

•Building a Culture that

Drives Results

•

Hiring and Retaining “Great

Athletes”

•

Ensuring Employees Have the Tools

They Need to Be Successful

•

Innovative Solutions to Increase

Workforce Efficiency

•

Standardized Field Processes

•

Cultivating Strong Relationships

with our Labor Unions and

Regulatory Agencies

Notes

1.

For the three months ended 9/30/08

EBITDA %

1

26.3%

30.5%

30.6%

32.1%

39.6%

42.1%

43.3%

47.5%

48.5%

51.9%

54.1%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

60.0%

FRP

ALSK

SURW

Q

CNSL

DECC

EQ

CTL

IWA

WIN

FTR

14

3. Consistent Execution of Operational Goals (continued)

•

Customers Have Demonstrated

a Willingness to Pay for Quality

•

Development and Delivery of

New Products and Services

Provides Diversity for Our

Revenue Stream

$222

$249

$248

$240

$241

$240

$239

1,350

1,400

1,450

1,500

1,550

1,600

1,650

1,700

1,750

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

Q2 '08

Q3 '08

$205

$210

$215

$220

$225

$230

$235

$240

$245

$250

$255

Residential Lines

Residential Revenues

•

Frontier Provides Our Business

Customers Multiple Options for

Their Communications Needs

•

Today’s Business Customers

Continue to Require Greater

Bandwidth For Their Operations

$195

$217

$215

$223

$220

$222

$220

790

800

810

820

830

840

850

860

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

Q2 '08

Q3 '08

$180

$185

$190

$195

$200

$205

$210

$215

$220

$225

$230

Business Lines

Business Revenues

15

3. Consistent Execution of Operational Goals (continued)

36%

35%

33%

29%

34%

33%

33%

35%

25%

26%

28%

29%

6%

6%

7%

7%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

80.0%

90.0%

100.0%

Q4 '07

Q1 '08

Q2 '08

Q3 '08

Unbundled

Single Play

Double Play

Triple Play

Customer

Segmentation

•

Providing Our Employees

With The Tools Needed To

Help Our Customers

Understand Our Value

Proposition

•

Delivering Value Added

Products And Services To Our

Customers Enables Us To

Capture Increased Wallet

Share

0.5%

0.7%

0.9%

1.1%

1.3%

1.5%

1.7%

1.9%

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

Q2 '08

Q3 '08

Double

Triple

Churn

Levels

For

Customer

Bundles

16

4. Consistent Execution of Financial Goals (continued)

•

Strong, Stable Free Cash Flow Generation

•

Maintaining Stable Revenues

•

Delivering Quality Products and Services our Customers Want

•

Driving

Customer

Revenues

1

•

Industry Leading EBITDA Margins

$222

$195

$139

$249

$217

$113

$248

$215

$113

$240

$223

$114

$241

$220

$108

$240

$222

$101

$239

$220

$100

-

$100

$200

$300

$400

$500

$600

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

Q2 '08

Q3 '08

Residential Revenues

Business Revenues

Regulatory Revenues

$222

$249

$248

$240

$241

$240

$239

$195

$217

$215

$223

$220

$222

$220

$63.37

$61.53

$62.14

$63.11

$63.88

$65.07

$65.89

$40.00

$45.00

$50.00

$55.00

$60.00

$65.00

$70.00

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

Q2 '08

Q3 '08

$

$100

$200

$300

$400

$500

$600

Residential Revenues

Business Revenues

Avg. Mthly Cust. Rev  / Avg. Access Line

Notes

1.

Customer revenue is defined as total revenue less access services. Access services include switched network access and subsidies.

2.

The reduction in Average monthly Customer Revenue / Average access line between Q1 ’07 and Q2 ’07 was due in part to the acquisition of Commonwealth Telephone

2

17

4. Consistent Execution of Financial Goals (continued)

•

Solid Balance Sheet

•

Investment Grade Debt Covenants

•

No Debt Refinancing Needed Until 2011

•

Effective Q4 2008, Utilizing Residual Free Cash Flow to De-Lever

$0

$200

$400

$600

$800

$1,000

$1,200

2008

2009

2010

2011

2012

2013

2014-19

2020-24

2025-29

2030-34

2035-39

2040+

Senior Notes / Debentures

Industrial Revenue Bonds

Rural Utilities Service Loan Contacts

Subsidiary Senior Notes

CoBank Facility (fully-drawn)

Revolving Credit Facility (availability)

18

5. Disciplined Growth Strategy

•

Well Positioned for

Continued Industry

Consolidation

•

Clearly Established

Acquisition Criteria

•

Proven Integration

Process Provides

Confidence in Achieving

Synergy Targets

~ 6.5x EBITDA

Purchase Price

~ $15MM

Revenue

~ 14,000

Access Lines

~ 7.0x EBITDA

Purchase Price

$45MM or ~ 29% of Cash OPEX

Revised Synergy Estimates

Global Valley Networks

Target

$30MM or ~ 20% of Cash OPEX

Anticipated Synergies at Close

~ 435,000

Access Lines

~ $327MM

Revenue

Commonwealth Telephone

Target

Strategic Accomplishments

19

What You Can Expect From Us

•

Provide a Unique Customer Experience

•

Annual Growth in Customer Revenue

•

New Products and Innovative Marketing

•

Consistently Strong EBITDA Margins

•

Continuous Achievement of Cost Reduction Initiatives

•

Efficient Execution of Our Operating Strategy

•

“Competitively Fit”

–

Lean & Flexible

•

Shareholder Friendly Actions

•

Sustainable Consistent Dividend

•

Smart Utilization of Residual Free Cash Flow

•

Historically

–

Share

Repurchases

•

Effective

Q4

2008

–

Focus

on

De-leveraging

Questions

Appendix

22

Selected Financial Metrics

23.1%

$528

13.8%

$316

54.7%

21.5%

0.9%

2

$1,809

$2,288

2007

22.7%

$384

12.1%

$204

54.3%

24.9%

(0.4%)

3

$1,381

$1,690

YTD-9’08

$2,025

$2,017

$2,022

Revenue

$562

$544

$503

Free Cash Flow

5

$269

$259

$264

CAPEX

$1,597

$1,586

$1,565

Customer

Revenue

1

-

% of Revenue

-

% of Revenue

EBITDA

Margin

%

4

HSI Penetration

-

% Growth

($ in Millions)

27.7%

27.0%

24.9%

13.3%   

12.8%

13.1%

55.7%

55.3%

54.5%

18.5%

14.2%

9.4%

0.7%

1.3%

1.5%

2006

2005

2004

Notes

1. Customer revenue is defined as total revenue less access services. Access services include switched network access and subsidies.

2. % Growth for 2007 excludes $196.4M of revenue from acquisitions in 2007.

3.

%

Growth

for

YTD

Q2

2008

compares

YTD

Q2

2008

results

versus

YTD

Q2

2007

results

ProForma

for

an

additional

2.25

months

of

CTE,

the

acquisition

of

GVN

and

the

sale

of

the

CTE

Equipment

Co.

4. For a detailed definition please refer to page 24.

5. Free cash flow includes ELI for all years prior to its sale in July of 2006.  For a detailed definition of free cash flow, refer to page 24.

23

Reconciliation of Non-GAAP Financial Measures

YTD

($ in 000's)

2004

2005

2006

2007

Q3 2008

EBITDA (Operating Cash Flow)

Operating Income

460,301

$     

588,968

$     

644,490

$     

705,416

$     

490,522

$   

Add back:

    Depreciation and amortization

549,381

520,204

476,487

545,856

422,986

EBITDA (Operating Cash Flow), as reported

1,009,682

$  

1,109,172

$  

1,120,977

$  

1,251,272

$  

913,508

$   

Add back:

Severance and early retirement costs

1,182

6,981

7,193

13,874

3,598

Pension Curtailment Gain (Non Cash)

-

-

-

(14,379)

-

Management succession and strategic alternatives expenses

90,632

-

-

-

-

EBITDA (Operating Cash Flow), as adjusted

1,101,496

$  

1,116,153

$  

1,128,170

$  

1,250,767

$  

917,106

$   

Revenue

2,022,378

$  

2,017,041

$  

2,025,367

$  

2,288,015

$  

1,689,626

$ 

EBITDA (Operating Cash Flow), as adjusted as % of Revenue

54.5%

55.3%

55.7%

54.7%

54.3%

For the years ended December 31,

24

Reconciliation of Non-GAAP Financial Measures

Notes

1. Includes premium paid on debt repurchase in second quarter.

YTD

($ in 000's)

2004

2005

2006

2007

Q3 2008

Net

Income

Available

to

Common

Shareholders

to

Free

Cash

Flow

Net income available to common shareholders

72,150

$      

202,375

$    

344,555

$    

214,654

$    

148,362

$    

Add back:

Depreciation and amortization

549,381

520,204

476,487

545,856

422,986

Income tax expense

4,247

75,270

136,479

128,014

76,717

Management succession and strategic alternatives expenses

90,632

-

-

-

-

Stock based compensation

10,963

8,427

10,340

9,022

9,211

Subtract:

Cash paid (refunded) for income taxes

(4,901)

4,711

5,365

54,407

70,174

Pension Curtailment Gain (Non-Cash)

-

-

-

14,379

-

Other income (loss), net

(34,242)

(2,843)

60,271

(15,038)

(1)

(1,215)

Capital expenditures

263,949

259,448

268,806

315,793

204,199

Gain on sale of discontinued operations

-

1,167

71,635

-

-

Free cash flow

502,567

$    

543,793

$    

561,784

$    

528,005

$    

384,118

$    

Revenue

2,022,378

$

2,017,041

$

2,025,367

$

2,288,015

$

1,689,626

$ 

Free cash flow as % of Revenue

24.9%

27.0%

27.7%

23.1%

22.7%

For the years ended December 31,

Frontier Communications