8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 1, 2015

Frontier Communications Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-11001	06-0619596
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

401 Merritt 7, Norwalk, Connecticut	06851
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 614-5600

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:

¨ 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 CFR 240.13e-4(c))

Item 8.01 Other Events

As previously announced, on February 5, 2015, Frontier Communications Corporation (“Frontier”) entered into a Securities Purchase Agreement to acquire the wireline properties of Verizon Communications Inc. (“Verizon”) in California, Florida and Texas (the “Transaction”). Prior to the closing of the Transaction, Verizon will contribute, to a newly formed entity, the three Verizon subsidiaries that own Verizon’s wireline properties in the three states and conduct its Separate Telephone Operations there; Frontier will acquire that newly formed entity at the closing.

Frontier is filing this Current Report on Form 8-K to present the unaudited interim condensed combined statements of assets, liabilities and parent funding of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas (the “Group” or “VSTO”) as of June 30, 2015 and the related unaudited interim condensed combined statements of income and comprehensive income for the three and six months ended June 30, 2015 and 2014, and cash flows for the six month periods ended June 30, 2015 and 2014, which are filed as Exhibit 99.1 hereto.

Frontier is also filing with this Form 8-K the Group’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six month periods ended June 30, 2015 and 2014, filed as Exhibit 99.2 hereto, which should be read in conjunction with the financial statements referenced above.

As part of the Transaction, certain assets and liabilities that are included in the Group’s financial statements will not be acquired by Frontier and will be retained by Verizon, and certain other assets and liabilities that are not included in the Group’s financial statements will be acquired by Frontier. This Form 8-K also presents the unaudited pro forma condensed combined financial statements of Frontier, after giving effect to the Transaction, as of and for the six month period ended June 30, 2015 and the unaudited pro forma condensed combined financial statements of Frontier, after giving effect to the Transaction and the Connecticut Acquisition (as defined below), for the year ended December 31, 2014, which are filed as Exhibit 99.3 hereto. These pro forma financial statements assume that the cash consideration for the Transaction will be financed with certain of the proceeds of Frontier’s equity offerings completed in June 2015, which provided approximately $1.8 billion of restricted cash, and our $1.5 billion senior secured delayed-draw term loan facility entered into on August 12, 2015 (the “Term Loan Facility”) with the remainder of the cash consideration to be financed with approximately $6.6 billion in borrowings under Frontier’s currently existing bridge financing commitments at the interest rates contained in such bridge commitments. Frontier does not currently intend to complete the Transaction with any borrowings under such bridge commitments, but instead currently intends to raise the approximately $6.6 billion by completing debt offerings prior to the closing of the Transaction. At this time, however, Frontier can give no assurance that the debt offerings will be successfully completed in a timely fashion or at all, or on terms deemed acceptable to us. Failure to complete one or more such offerings would require Frontier to draw on its bridge commitments, for the applicable amount.

Frontier also is filing with this Form 8-K unaudited quarterly adjusted pro forma condensed combined financial information of Frontier and VSTO, after giving effect to the Transaction, for the three month periods ended March 31, 2015 and June 30, 2015 and for the six months ended June 30, 2015, filed as Exhibits 99.4 and 99.5 hereto, respectively, for informational purposes.

On October 24, 2014, Frontier completed the acquisition of the wireline properties of AT&T Inc. (“AT&T”) in Connecticut, by acquiring all of the issued and outstanding capital stock of The Southern New England Telephone Company and SNET America, Inc. (the “Transferred Companies”) (the “Connecticut Acquisition”). Prior to the closing of the Connecticut Acquisition, (i) AT&T transferred to the Transferred Companies certain assets and caused the Transferred Companies to assume certain liabilities relating to the business to be acquired and (ii) the Transferred Companies transferred to AT&T certain assets, and AT&T assumed certain liabilities of the Transferred Companies, to be retained by AT&T following the closing (the Transferred Companies, after giving effect to such transactions, being referred to as the “Connecticut Operations”).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Unaudited interim condensed combined statements of assets, liabilities and parent funding of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas as of June 30, 2015 and the related unaudited interim condensed combined statements of income and comprehensive income for the three and six months ended June 30, 2015 and 2014, and cash flows for the six month periods ended June 30, 2015 and 2014.

99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas relating to the unaudited interim condensed combined statements of assets, liabilities and parent funding of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas as of June 30, 2015 and the related unaudited interim condensed combined statements of income and comprehensive income for the three and six months ended June 30, 2015 and 2014, and cash flows for the six month periods ended June 30, 2015 and 2014.
99.3	Unaudited pro forma condensed combined financial information of Frontier, after giving effect to the Transaction, as of and for the six month period ended June 30, 2015 and, after giving effect to the Transaction and the Connecticut Acquisition, for the year ended December 31, 2014.
99.4	Unaudited quarterly adjusted pro forma condensed combined financial information of Frontier, after giving effect to the Transaction, for the three month periods ended March 31, 2015 and June 30, 2015 and for the six months ended June 30, 2015.
99.5	Unaudited quarterly adjusted pro forma condensed combined financial information of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas, after giving effect to the Transaction, for the three month periods ended March 31, 2015 and June 30, 2015 and for the six months ended June 30, 2015.

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: September 1, 2015	By:	/s/ John M. Jureller
		John M. Jureller
		Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

99.1	Unaudited interim condensed combined statements of assets, liabilities and parent funding of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas as of June 30, 2015 and the related unaudited interim condensed combined statements of income and comprehensive income for the three and six months ended June 30, 2015 and 2014, and cash flows for the six month periods ended June 30, 2015 and 2014.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas relating to the unaudited interim condensed combined statements of assets, liabilities and parent funding of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas as of June 30, 2015 and the related unaudited interim condensed combined statements of income and comprehensive income for the three and six months ended June 30, 2015 and 2014, and cash flows for the six month periods ended June 30, 2015 and 2014.
99.3	Unaudited pro forma condensed combined financial information of Frontier, after giving effect to the Transaction, as of and for the six month period ended June 30, 2015 and, after giving effect to the Transaction and the Connecticut Acquisition, for the year ended December 31, 2014.
99.4	Unaudited quarterly adjusted pro forma condensed combined financial information of Frontier, after giving effect to the Transaction, for the three month periods ended March 31, 2015 and June 30, 2015 and for the six months ended June 30, 2015.
99.5	Unaudited quarterly adjusted pro forma condensed combined financial information of Verizon Communications Inc.’s Separate Telephone Operations in California, Florida and Texas, after giving effect to the Transaction, for the three month periods ended March 31, 2015 and June 30, 2015 and for the six months ended June 30, 2015.

EX-99.1

Exhibit 99.1

VERIZON’S SEPARATE TELEPHONE OPERATIONS IN CALIFORNIA, FLORIDA AND TEXAS

INDEX TO CONDENSED COMBINED FINANCIAL STATEMENTS

	Page
Condensed Combined Statements of Income and Comprehensive Income
Three and six months ended June 30, 2015 and 2014		2
Condensed Combined Statements of Assets, Liabilities and Parent Funding
At June 30, 2015 and December 31, 2014		3
Condensed Combined Statements of Cash Flows
Six months ended June 30, 2015 and 2014		4
Notes to Condensed Combined Financial Statements		5

VERIZON’S SEPARATE TELEPHONE OPERATIONS IN CALIFORNIA, FLORIDA AND TEXAS

CONDENSED COMBINED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in millions)(unaudited)	2015			2014			2015			2014
Operating Revenues (including $101 and $84 for the three months ended and $200 and $170 for the six months ended, from affiliates, respectively)	$	1,451		$	1,445		$	2,899		$	2,914
Operating Expenses (including $610 and $575 for the three months ended and $1,207 and $1,130 for the six months ended, allocated from affiliates, respectively)
Cost of services and sales (exclusive of items shown below)		713			739			1,434			1,432
Selling, general and administrative expense		322			305			647			616
Depreciation and amortization expense		263			239			513			539
Total Operating Expenses		1,298			1,283			2,594			2,587
Operating Income		153			162			305			327
Interest expense, net (including nil and $2 for the three months ended and nil and $14 for the six months ended, allocated from affiliates, respectively)		(7	)		(9	)		(15	)		(28	)
Income Before Income Taxes		146			153			290			299
Income tax provision		(59	)		(61	)		(115	)		(116	)
Net Income and Comprehensive income	$	87		$	92		$	175		$	183

See Notes to Condensed Combined Financial Statements

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VERIZON’S SEPARATE TELEPHONE OPERATIONS IN CALIFORNIA, FLORIDA AND TEXAS

CONDENSED COMBINED STATEMENTS OF ASSETS, LIABILITIES AND PARENT FUNDING

(dollars in millions)(unaudited)	At June 30, 2015			At December 31, 2014
Assets
Current assets
Accounts receivable:
Trade and other, net of allowances for uncollectibles of $31 and $42, respectively	$	467		$	505
Affiliates		271			246
Deferred income taxes		124			231
Prepaid expense and other		80			81
Total current assets		942			1,063
Plant, property and equipment		23,696			23,388
Less accumulated depreciation		(15,542	)		(15,092	)
		8,154			8,296
Prepaid pension asset		2,781			2,781
Intangible assets, net		7			7
Other assets		73			75
Total assets	$	11,957		$	12,222
Liabilities and Parent Funding
Current liabilities
Debt maturing within one year	$	17		$	9
Accounts payable and accrued liabilities:
Trade and other		602			593
Affiliates		723			778
Advanced billings and customer deposits		116			178
Other current liabilities		89			114
Total current liabilities		1,547			1,672
Long-term debt		672			627
Employee benefit obligations		2,133			2,155
Deferred income taxes		2,490			2,483
Other long-term liabilities		154			172
Total liabilities		6,996			7,109
Parent funding		4,961			5,113
Total liabilities and parent funding	$	11,957		$	12,222

See Notes to Condensed Combined Financial Statements

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VERIZON SEPARATE TELEPHONE OPERATIONS IN CALIFORNIA, FLORIDA AND TEXAS

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
(dollars in millions)(unaudited)	2015			2014
Cash Flows From Operating Activities
Net Income	$	175		$	183
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		513			539
Deferred income taxes		113			(16	)
Loss on fixed asset transactions		13			29
Employee retirement benefits		34			47
Bad debt expense		35			33
Changes in current assets and liabilities:
Accounts receivable non-affiliates		3			(13	)
Other current assets		2			7
Accounts payable non-affiliates and accrued liabilities		10			(18	)
Accounts receivables/payable affiliates, net		(98	)		(239	)
Advanced billings and customer deposits and other current liabilities		(87	)		9
Other, net		(66	)		(146	)
Net cash provided by operating activities		647			415
Cash Flows From Investing Activities
Capital expenditures (including capitalized software)		(317	)		(371	)
Other, net		3			—
Net cash used in investing activities		(314	)		(371	)
Cash Flows From Financing Activities
Repayment of debt to affiliates		—			(1,000	)
Repayments of capital lease obligations		(6	)		—
Net change in parent funding, allocations and intercompany reimbursement		(327	)		956
Net cash used in financing activities		(333	)		(44	)
Net change in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—

See Notes to Condensed Combined Financial Statements

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VERIZON’S SEPARATE TELEPHONE OPERATIONS IN CALIFORNIA, FLORIDA AND TEXAS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed combined financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, you should refer to the financial statements included in the Frontier Communications Corporation (“Frontier”) Current Report on Form 8-K filed with the SEC on May 4th, 2015.

Verizon’s Separate Telephone Operations in California, Florida and Texas (“the Group” or “we”) are comprised of the local exchange business and related landline activities of Verizon Communications Inc. (“Verizon” or “the Parent”) in the states of California, Florida and Texas, including Internet access, long distance services and broadband video provided to certain customers in those states.

The condensed combined financial statements include the financial position, results of operations and cash flows of the Group, which consists of all or a portion of the following entities:

• Verizon California Inc., Verizon Florida LLC and GTE Southwest Inc. (doing business as Verizon Southwest), referred to as Incumbent Local Exchange Carriers (“ILECs”),

• Verizon Long Distance LLC (“VLD”),

• Verizon Online LLC (“VOL”),

• Verizon Select Services Inc. (“VSSI”), and

• Verizon Network Integration Corp. (“VNIC”).

The condensed combined financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). These financial statements have been derived from the consolidated financial statements and accounting records of Verizon, principally from statements and records represented in the entities described above, and represent carve-out stand-alone condensed combined financial statements. The Group includes regulated carriers and unregulated businesses in all three states, consisting principally of:

• Local wireline customers and related operations and assets used to deliver:

• Local exchange service,

• IntraLATA toll service,

• Network access service,

• Enhanced voice and data services, and

• Products at retail stores;

• Consumer and small business switched long distance customers (excluding any customers of Verizon Business Global LLC);

• Dial-up, high speed Internet (or Digital Subscriber Line) and fiber-to-the-premises Internet service provider customers; and,

• Broadband video in certain areas within California, Florida and Texas.

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Many of the communications services that the Group provides are subject to regulation by the state regulatory commissions of California, Florida or Texas with respect to intrastate services and other matters, and by the Federal Communications Commission (“FCC”) with respect to interstate services and other matters. The FCC and state commissions also regulate some of the rates, terms and conditions that carriers pay each other for the exchange voice traffic (particularly traditional wireline traffic) over different networks and other aspects of interconnection for some services. All of the broadband video services the Group provides, including the payment of franchise fees, are subject to regulation by state or local governmental authorities. The Federal Cable Act generally requires companies to obtain a local cable franchise, and the FCC has adopted rules that interpret and implement this requirement. Also, the FCC has a body of rules that apply to cable operators.

Financial statements have not historically been prepared for the Group as it did not operate as a separate business and did not constitute a separate legal entity. The accompanying condensed combined financial statements have been prepared using state-specific information, where available, and allocations where data is not maintained on a state-specific basis within the Group’s books and records. The allocations impacted substantially all of the statements of income and comprehensive income items other than operating revenues and all balance sheet items with the exception of plant, property and equipment and accumulated depreciation which are maintained at the state level. All significant intercompany transactions within the Group have been eliminated. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.

The businesses that comprise the condensed combined financial statements do not maintain cash balances independent of the Verizon consolidated group. Accordingly the Verizon consolidated group provides the cash management functions for the businesses in the condensed combined financial statements and the condensed combined statements of cash flows reflect the activities of the businesses in the condensed combined financial statements.

The methodology for preparing the financial statements included in the accompanying condensed combined financial statements is based on the following:

ILECs: All operations of the ILECs’ business in California, Florida and Texas are allocated entirely to the Group, and accordingly, are included in the condensed combined statements of assets, liabilities and parent funding and statements of income and comprehensive income except for affiliate notes payable, notes receivable, and related interest balances.

All other: For the condensed combined statements of assets, liabilities and parent funding, Verizon management evaluated the possible methodologies for allocation and determined that, in the absence of a more specific methodology, an allocation based on percentage of revenue best reflected the group’s share of the respective balances for most of the accounts, with the exception of the following: accounts receivable were calculated based on an applicable days sales outstanding ratio; accounts payable were calculated based on an applicable days payables outstanding ratio; plant, property and equipment were allocated based on the location of assets in state-specific records, except for construction in progress which was computed based on the respective percentage of the Group’s plant, property and equipment within California, Florida and Texas as compared to the total entity plant, property and equipment; and income tax-related accounts were computed based on specific tax calculations. Except for the ILEC’s discussed above, and as further discussed below, none of the employee benefit-related assets and liabilities nor general operating tax-related assets and liabilities were allocated. For the condensed combined statements of income and comprehensive income, operating revenues were determined using applicable billing system data and depreciation expense was determined based upon state-specific records. The remaining operating expenses were allocated based on the respective percentage of the Group’s revenue within California, Florida and Texas, to the total entity revenues. The tax provision was calculated as if the Group was a separate tax payer.

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Management believes the assumptions and allocations are reasonable and reflect all costs of doing business in accordance with SAB Topic 1.B.1; however, they may not be indicative of the actual results of the Group had it been operating as an independent entity for the periods presented or the amounts that may be incurred by the Group in the future. Actual amounts that may have been incurred if the Group had been a stand-alone entity for the periods presented would depend on a number of factors, including the Group’s chosen organizational structure, what functions were outsourced or performed by the Group’s employees and strategic decisions made in areas such as information technology systems and infrastructure.

On February 5, 2015, Verizon entered into a definitive agreement with Frontier pursuant to which Verizon agreed to contribute the Group to a newly formed legal entity and that entity will then be acquired by Frontier for approximately $10.5 billion, subject to certain adjustments and the assumption of debt. The transaction is subject to the satisfaction of certain closing conditions including, among others, receipt of state and federal telecommunications regulatory approvals. The transaction is expected to close during the first half of 2016.

Upon closing of the transaction, pursuant to the Employee Matters Agreement (“EMA”), any Verizon pension benefits under a tax qualified pension plan (other than the Verizon Wireless Retirement Plan and Western Union International, Inc. Pension Plan) relating to a Group employee as of closing will be transferred to a successor pension plan(s) maintained by Frontier or an affiliate thereof. The EMA describes the assets to be transferred from the Verizon pension plans to the Frontier pension plans, and a special funding provision that may provide additional Verizon company assets for pension funding purposes. The EMA also provides, with limited exception, that active post-retirement health, dental and life insurance benefits relating to Group employees as of closing will cease to be liabilities of the Verizon Welfare Plans or of Verizon and such liabilities will be assumed by the applicable transferred company and the applicable Frontier welfare plans. Accordingly, these EMA related plan assets or obligations will likely not be transferred to Frontier or its affiliates upon closing at the amounts reflected in these financial statements.

We have evaluated subsequent events through August 7, 2015, the date these condensed combined financial statements were available to be issued.

We have reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation.

Summary of Significant Accounting Policies

Use of Estimates—The accompanying condensed combined financial statements have been prepared using US GAAP, which requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

Examples of significant estimates include the allowance for doubtful accounts; the recoverability of plant, property and equipment; the recoverability of intangible assets and other long lived assets; unbilled revenue; accrued expenses; pension and postretirement benefit assumptions; and income taxes. In addition, estimates were made to determine the allocations in preparing the condensed combined financial statements as described in the Basis of Presentation.

Fair Value Measurements—Fair value of financial and non-financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the valuation methodologies in measuring fair value, is as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities

Level 3—No observable pricing inputs in the market

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Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

Recently Issued Accounting Standards

In January 2015, the accounting standard update related to the reporting of extraordinary and unusual items was issued. This standard update eliminates the concept of extraordinary items from US GAAP as part of an initiative to reduce complexity in accounting standards while maintaining or improving the usefulness of the information provided to the users of the financial statements. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and expanded to include items that are both unusual in nature and infrequent in occurrence. This standard update is effective as of the first quarter of 2016; however, earlier adoption is permitted. The adoption of this standard update is not expected to have a significant impact on the condensed combined financial statements.

In April 2015, the accounting standard update related to the simplification of the presentation of debt issuances costs was issued. This standard update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This standard update is effective as of the first quarter of 2016; however, earlier adoption is permitted. The adoption of this standard update is not expected to have a significant impact on the condensed combined financial statements.

In May 2014, the accounting standard update related to the recognition of revenue from contracts with customers was issued. This standard update clarifies the principles for recognizing revenue and develops a common revenue standard for US GAAP and International Financial Reporting Standards. The standard update intends to provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; and provide more useful information to users of financial statements through improved disclosure requirements. Upon adoption of this standard update, we expect that the allocation and timing of revenue recognition will be impacted. In July 2015, the Financial Accounting Standards Board voted to delay the effective date of this standard until the first quarter of 2018. Companies are permitted to early adopt the standard in the first quarter of 2017.

There are two adoption methods available for implementation of the standard update related to the recognition of revenue from contracts with customers. Under one method, the guidance is applied retrospectively to contracts for each reporting period presented, subject to allowable practical expedients. Under the other method, the guidance is applied to contracts not completed as of the date of initial application, recognizing the cumulative effect of the change as an adjustment to the beginning balance of retained earnings, and also requires additional disclosures comparing the results to the previous guidance. We are currently evaluating these adoption methods and the impact that this standard update will have on our condensed combined financial statements.

2. PARENT FUNDING

Changes in Parent Funding were as follows:

	(dollars in millions)
Balance at January 1, 2015	$	5,113
Net income		175
Net change due to parent funding, allocations and intercompany reimbursements		(327	)
Balance at June 30, 2015	$	4,961

The Parent Company funding in the condensed combined statements of assets, liabilities and parent funding represents Verizon’s historical funding of the Group. For purposes of these condensed combined financial

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statements, funding requirements have been summarized as “Parent funding” without regard to whether the funding represents debt or equity. No separate equity accounts are maintained for the Group.

3. DEBT

Changes to debt during the six months ended June 30, 2015 are as follows:

(dollars in millions)	Debt Maturing within One Year			Long-term Debt			Total
Balance at January 1, 2015	$	9		$	627		$	636
Increase in capital lease obligations		9			50			59
Repayments of capital lease obligations		(6	)		—			(6	)
Reclassifications		5			(5	)		—
Balance at June 30, 2015	$	17		$	672		$	689

The fair value of debt is determined using various methods, including quoted prices for identical terms and maturities, which is a Level 1 measurement, as well as quoted prices for similar terms and maturities in inactive markets and future cash flows discounted at current rates, which are Level 2 measurements. The fair value of debt, excluding capital leases, was $653 million and $741 million at June 30, 2015 and December 31, 2014, respectively, as compared to the carrying value of $593 million at both June 30, 2015 and December 31, 2014.

The Group’s third party debt is guaranteed by Verizon. Each guarantee will remain in place for the life of the obligation unless terminated pursuant to its terms, including the ILECs no longer being wholly-owned subsidiaries of Verizon.

Additional Financing Activities (Non-Cash Transaction)

During the six months ended June 30, 2015, we financed, primarily through vendor financing arrangements, the purchase of approximately $59 million of long-lived assets, consisting primarily of network equipment. At June 30, 2015, $96 million of these financing arrangements, including those entered into in the prior year, remained outstanding. These purchases are non-cash financing activities and therefore not reflected within Capital expenditures on our condensed combined statements of cash flows.

4. EMPLOYEE BENEFITS

The Group participates in Verizon’s benefit plans. Verizon maintains non-contributory defined pension plans for many of its employees. The postretirement health care and life insurance plans for the retirees and their dependents are both contributory and non-contributory, and include a limit on the share of cost for recent and future retirees. Verizon also sponsors defined contribution savings plans to provide opportunities for eligible employees to save for retirement on a tax-deferred basis. A measurement date of December 31 is used for the pension and postretirement health care and life insurance plans.

The periodic income and expense related to Verizon’s benefit plans as well as the assets and obligations have been allocated by the Parent to ILECs on the basis of headcount and other factors deemed appropriate by management and with the assets and liabilities reflected as prepaid pension assets and employee benefit obligations in the condensed combined statements of assets, liabilities and parent funding. For all other entities, the assets and obligation have not been allocated. In all cases, benefit plan income and expense has been allocated to the entity based on headcount.

The structure of Verizon’s benefit plans does not provide for the separate determination of certain disclosures for the Group. The required information is provided on a consolidated basis in Verizon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015.

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Benefit Cost

The following table summarizes the allocated benefit costs related to the pension and postretirement health care and life insurance plans associated with the Groups’ operations.

(dollars in millions)	Pension				Health Care and Life
Three Months Ended June 30,	2015		2014		2015		2014
Net periodic benefit cost	$	2	$	8	$	15	$	15

(dollars in millions)	Pension				Health Care and Life
Six Months Ended June 30,	2015		2014		2015		2014
Net periodic benefit cost	$	4	$	16	$	30	$	31

Severance Benefits

During the three months ended June 30, 2015 and 2014, we paid $3 million and $4 million, respectively, in severance benefits. During the six months ended June 30, 2015 and 2014, we paid $16 million and $6 million, respectively, in severance benefits. At June 30, 2015, we had a remaining severance liability of $15 million, a portion of which includes future contractual payments to employees separated as of June 30, 2015.

5. TRANSACTIONS WITH AFFILIATES

Operating revenue includes transactions with Verizon for the rendering of local telephone services, network access, billing and collection services, interconnection agreements and the rental of facilities and equipment. These services were reimbursed by Verizon based on tariffed rates, market prices, negotiated contract terms or actual costs incurred by the Group.

The Group reimbursed Verizon for specific goods and services it provided to, or arranged for, based on tariffed rates or negotiated terms. These goods and services included items such as communications and data processing services, office space, professional fees and insurance coverage.

The Group was allocated Verizon’s share of costs incurred to provide services on a common basis to all of its subsidiaries. These costs included allocations for marketing, sales, accounting, finance, materials management, procurement, labor relations, legal, security, treasury, human resources, tax and audit services. Based on pools of costs and the entities they relate to, the allocations were determined based on a three-part factor which is computed based on the average of relative revenue, plant, property and equipment and salaries and wages. The allocation factors are calculated by department and updated annually to reflect changes to business operations.

As it relates to the ILECs, the affiliate operating revenue and expense amounts represent all transactions with Verizon that are allocated entirely to the Group. As it relates to VLD, VOL, VSSI and VNIC, affiliate operating revenue and expense amounts with Verizon were allocated to the Group consistent with the methodology for determining operating revenues and operating expenses as described in Note 1, “Basis of Presentation.” Affiliate operating revenue and expense amounts within the Group have been eliminated.

6. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business the Group is involved in various commercial litigation and regulatory proceedings at the state and federal level. Where it is determined, in consultation with counsel based on litigation and settlement risks, that a loss is probable and estimable in a given matter, the Group establishes an accrual. An estimate of a reasonably possible loss or range of loss in excess of the amounts already accrued cannot be made at this time due to various factors typical in contested proceedings, including (1) uncertain damage theories and

10

demands; (2) a less than complete factual record; (3) uncertainty concerning legal theories and their resolution by courts or regulators; and (4) the unpredictable nature of the opposing party and its demands. The Group continuously monitors these proceedings as they develop and adjusts any accrual or disclosure as needed. The Group does not expect that the ultimate resolution of pending regulatory or legal matters in future periods will have a material effect on its financial condition, but it could have a material effect on its results of operations.

From time to time, state regulatory decisions require us to assure customers that we will provide a level of service performance that falls within prescribed parameters. There are penalties associated with failing to meet those service parameters and the Group, from time to time, pays such penalties. The Group does not expect these penalties to have a material effect on its financial condition, but they could have a material effect on its results of operations.

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EX-99.2

Exhibit 99.2

Verizon’s Separate Telephone Operations

in California, Florida and Texas

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

As of and for the six month periods ended June 30, 2015 and 2014

The following discussion should be read in conjunction with the financial statements of Verizon’s Separate Telephone Operations in California, Florida and Texas (“the Group”) and the notes thereto for the six month periods ended June 30, 2015 and 2014, included as Exhibit 99.1 to this Current Report on Form 8-K. This financial information reflects the operations that will constitute the Group’s business in connection with the sale.

Overview

Verizon Communications Inc.’s (“Verizon” or “the Parent”) wireline business provides customers with communications services that include voice, internet access, broadband video and data, next generation IP network services, network access, long distance and other services. Verizon’s Separate Telephone Operations in California, Florida and Texas (“the Group”) represent a portion of Verizon’s wireline business but have not been operated as a distinct business separate from Verizon’s wireline business and do not constitute a separate legal entity. Consequently, financial statements had not historically been prepared for the Group. The Group had approximately 9,300 employees as of June 30, 2015.

The Group is comprised of the local exchange business and related landline activities of Verizon in the states of California, Florida and Texas, including Internet access, long distance services and broadband video provided to certain customers in those states.

The Group is comprised of all or a portion of the following entities: Verizon California Inc., Verizon Florida LLC and GTE Southwest Inc. (doing business as Verizon Southwest), referred to as Incumbent Local Exchange Carriers (“ILECs”), Verizon Long Distance LLC (“VLD”), Verizon Online LLC (“VOL”), Verizon Select Services Inc. (“VSSI”) and Verizon Network Integration Corp. (“VNIC”). The Group excludes all activities of Verizon Wireless.

The Group includes regulated carriers and unregulated businesses in all three states, consisting principally of:

• Local wireline customers and related operations and assets used to deliver:

• Local exchange service,

• IntraLATA toll service,

• Network access service,

• Enhanced voice and data services, and

• Products at retail stores;

• Consumer and small business switched long distance customers (excluding any customers of Verizon Business Global LLC);

• Dial-up, high speed Internet (or Digital Subscriber Line) and fiber-to-the-premises Internet service provider customers; and

• Broadband video in certain areas within California, Florida and Texas.

Many of the communications services that the Group provides are subject to regulation by the state regulatory commissions of California, Florida or Texas with respect to intrastate services and other matters, and by the Federal Communications Commission (“FCC”) with respect to interstate services and other matters. The FCC and state commissions also regulate some of the rates, terms and conditions that carriers pay each other for the

exchange voice traffic (particularly traditional wireline traffic) over different networks and other aspects of interconnection for some services. All of the broadband video services the Group provides, including the payment of franchise fees, are subject to regulation by state or local governmental authorities. The Federal Cable Act generally requires companies to obtain a local cable franchise, and the FCC has adopted rules that interpret and implement this requirement. Also, the FCC has a body of rules that apply to cable operators.

The sections that follow provide information about the important aspects of the Group and discuss their results of operations, financial position and sources and uses of cash and investments. Also highlighted are key trends and uncertainties related to the Group to the extent practicable.

Basis of presentation

Historically, financial statements have not been prepared for the Group as it did not operate as a distinct business and did not constitute a separate legal entity. The accompanying condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) using state-specific information, where available, and allocations where data is not maintained on a state-specific basis within Verizon’s books and records. The allocations impacted substantially all of the statements of income and comprehensive income items other than operating revenues and all balance sheet items with the exception of plant, property and equipment and accumulated depreciation which are maintained at the state level. Verizon management believes the assumptions and allocations used to determine the amounts in the condensed combined financial statements are reasonable and reflect all costs of doing business. See Note 1 to the Group’s condensed combined financial statements for additional information regarding the allocation methodology. All significant intercompany transactions within the Group have been eliminated.

Transactions with affiliates

Operating revenue reported by the Group includes transactions with Verizon for the rendering of local telephone services, network access, billing and collection services, interconnection agreements and the rental of facilities and equipment. These services were reimbursed by Verizon based on tariffed rates, market prices, negotiated contract terms or actual costs incurred by the Group.

The Group reimbursed Verizon for specific goods and services it provided to, or arranged for, based on tariffed rates or negotiated terms. These goods and services included items such as communications and data processing services, office space, professional fees and insurance coverage.

The Group was allocated Verizon’s share of costs incurred to provide services on a common basis to all of its subsidiaries. These costs included allocations for marketing, sales, accounting, finance, materials management, procurement, labor relations, legal, security, treasury, human resources, and tax and audit services. Based on pools of costs and the entities they relate to, the allocations were determined based on a three part factor which is computed based on the average of relative revenue, plant, property and equipment and salaries and wages. The allocation factors are calculated by department and updated annually to reflect changes to business operations.

As it relates to the ILECs, the affiliate operating revenue and expense amounts represent all transactions with Verizon that are allocated entirely to the Group. As it relates to VLD, VOL, VSSI, and VNIC, affiliate operating revenue and expense amounts with Verizon were allocated to the Group consistent with the methodology for determining operating revenues and operating expenses as described in Note 1 to the Group’s condensed combined financial statements.

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Trends

There have been no significant changes to the information related to trends affecting the Group that was disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2014.

Results of operations

Operating Revenues and Selected Operating Statistics

	Three Months Ended June 30,				Increase/ (Decrease)				Six Months Ended June 30,				Increase/ (Decrease)
(dollars in millions)	2015		2014						2015		2014
Operating revenues	$	1,451	$	1,445	$	6	0.4	%	$	2,899	$	2,914	$	(15	)	(0.5	)%
Connections (in thousands) (1)
Total Voice connections										3,492		3,778		(286	)	(7.6	)
Total Broadband connections										2,161		2,168		(7	)	(0.3	)
FiOS Internet Subscribers										1,581		1,492		89		6.0
FiOS Video subscribers										1,201		1,167		34		2.9
High-Speed Internet subscribers										580		676		(96	)	(14.2	)

(1) As of the end of the period

Operating revenues for the three months ended June 30, 2015 increased $6 million, or 0.4% compared to the similar period in 2014 primarily due to the expansion of FiOS services (Voice, Internet and Video), partially offset by a continued decline of local exchange revenues. Operating revenues for the six months ended June 30, 2015 decreased $15 million, or 0.5% compared to the similar period in 2014 primarily due to the continued decline of local exchange revenues, partially offset by the expansion of FiOS services (Voice, Internet and Video). The decline in local exchange revenues related to a 7.6% decline in total voice connections as a result of continued competition and technology substitution with wireless, VoIP, broadband and cable services. Total voice connections include traditional switched access lines in service as well as FiOS digital voice connections. We grew our FiOS Internet and FiOS Video subscriber base by 6.0% and 2.9%, respectively, from July 1, 2014 to June 30, 2015 while also improving penetration rates within our FiOS service areas. As of June 30, 2015, we achieved penetration rates of 47.8% and 36.8% for FiOS Internet and FiOS Video, respectively, compared to penetration rates of 45.8% and 36.3% for FiOS Internet and FiOS Video, respectively, at June 30, 2014.

Operating expenses

	Three Months Ended June 30,				Increase/ (Decrease)					Six Months Ended June 30,				Increase/ (Decrease)
(dollars in millions)	2015		2014							2015		2014
Costs of services and sales (exclusive of items shown below)	$	713	$	739	$	(26	)	(3.5	)%	$	1,434	$	1,432	$	2		0.1	%
Selling, general and administrative expense		322		305		17		5.6			647		616		31		5.0
Depreciation and amortization expense		263		239		24		10.0			513		539		(26	)	(4.8	)
Total Operating Expenses	$	1,298	$	1,283	$	15		1.2		$	2,594	$	2,587	$	7		0.3

Cost of services and sales. Cost of services and sales during the three months ended June 30, 2015 decreased $26 million, or 3.5% compared to the similar period in 2014, primarily due to a decline in employee costs as a result

3

of reduced headcount and a decrease in wholesale costs, partially offset by an increase in content costs associated with continued FiOS subscriber growth and programming license fee increases as well as an increase in internet line costs driven by increases in the number of circuits due to continued FiOS Internet subscriber growth.

Selling, general and administrative expense. Selling, general and administrative expense during the three and six months ended June 30, 2015 increased $17 million, or 5.6%, and $31 million, or 5.0%, respectively, compared to the similar periods in 2014 primarily due to an increase in administrative expenses partially offset by a decline in employee costs as a result of reduced headcount.

Depreciation and amortization. Depreciation and amortization expense during the three months ended June 30, 2015 increased $24 million, or 10.0% compared to the similar period in 2014 as a result of asset retirements in 2014 as well as continued additions. Depreciation and amortization expense during the six months ended June 30, 2015 decreased $26 million, or 4.8%, respectively, compared to the similar period in 2014 primarily driven by a decrease in net depreciable assets partially offset by continued additions.

Operating Income and EBITDA

Earnings before interest, taxes, depreciation and amortization expenses (EBITDA), which is presented below, is a non-GAAP measure and does not purport to be an alternative to operating income as a measure of operating performance. Management believes that this measure is useful to investors and other users of our financial information in evaluating operating profitability on a more variable cost basis as it excludes the depreciation and amortization expense related primarily to capital expenditures, as well as in evaluating operating performance in relation to our competitors. EBITDA is calculated by adding back depreciation and amortization expense to operating income.

It is management’s intent to provide non-GAAP financial information to enhance the understanding of the Group’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. The non-GAAP financial information presented may be determined or calculated differently by other companies.

	Three Months Ended June 30,						Increase/ (Decrease)					Six Months Ended June 30,						Increase/ (Decrease)
(dollars in millions)	2015			2014								2015			2014
Operating income	$	153		$	162		$	(9	)	(5.6	)%	$	305		$	327		$	(22	)	(6.7	)%
Add Depreciation and amortization expense		263			239			24		10.0			513			539			(26	)	(4.8	)
EBITDA	$	416		$	401		$	15		3.7		$	818		$	866		$	(48	)	(5.5	)
Operating income margin		10.5	%		11.2	%							10.5	%		11.2	%
EBITDA margin		28.7			27.8								28.2			29.7

The decline in Operating income and Operating income margin for the three and six months ended June 30, 2015 was primarily a result of the factors described in connection with the changes in operating revenues and operating expenses. The increase in EBITDA and EBITDA margin for the three months ended June 30, 2015 was primarily a result of the factors described in connection with the changes in operating revenues, costs of services and sales and selling, general and administrative expense. The decline in EBITDA and EBITDA margin for the six months ended June 30, 2015 was primarily a result of the factors described in connection with the changes in operating revenues and selling, general and administrative expense.

4

Other results

	Three Months Ended June 30,						Increase/ (Decrease)					Six Months Ended June 30,						Increase/ (Decrease)
(dollars in millions)	2015			2014								2015			2014
Interest expense, net	$	7		$	9		$	(2	)	(22.2	)%	$	15		$	28		$	(13	)	(46.4	)%
Income tax provision		59			61			(2	)	(3.3	)		115			116			(1	)	(0.9	)
Effective income tax rate		40.4	%		39.9	%							39.7	%		38.8	%

Interest expense. Interest expense during the six months ended June 30, 2015 decreased $13 million, or 46.4% compared to the similar period in 2014 due to the maturity and repayment of a $1 billion affiliate promissory note in April 2014.

Income taxes. The effective income tax rate is calculated by dividing the provision for income taxes by income before the provision for income taxes. The effective income tax rate for the Group during the three months ended June 30, 2015 was 40.4% on income before income taxes of $146 million compared to 39.9% during the similar period in 2014 on income before income taxes of $153 million. The effective income tax rate for the Group during the six months ended June 30, 2015 was 39.7% on income before income taxes of $290 million compared to 38.8% during the similar period in 2014 on income before income taxes of $299 million. The increase in the effective income tax rate during the three and six months ended June 30, 2015 was generated by certain non-recurring permanent tax benefits recorded in the three and six months ended June 30, 2014.

Liquidity and capital resources

	Six Months Ended June 30,
(dollars in millions)	2015			2014			Change
Cash Flows Provided by (Used in)
Operating activities	$	647		$	415		$	232
Investing activities		(314	)		(371	)		57
Financing activities		(333	)		(44	)		(289	)
Increase (Decrease) in Cash and Cash Equivalents	$	—		$	—		$	—
Capital expenditures		317			371			(54	)

The Group uses net cash generated from operations to fund capital expenditures and repay affiliate debt.

Cash flows provided by operating activities. Net cash provided by operating activities was $647 million and $415 million during the six months ended June 30, 2015 and 2014, respectively. Historically, the Group’s principal source of funds has been cash generated from operations. During the six months ended June 30, 2015, cash from operating activities increased $232 million compared to the similar period in 2014 primarily as a result of decreased working capital requirements.

Cash flows used in investing activities. Net cash used in investing activities was $314 million and $371 million during the six months ended June 30, 2015 and 2014, respectively. Capital expenditures are the Group’s primary use of capital resources as they facilitate the introduction of new products and services, enhance responsiveness challenges and increase the operating efficiency and productivity of the Group’s networks. Capital expenditures decreased during the six months ended June 30, 2015 compared to the similar period in 2014 as a result of decreased FiOS and legacy spending requirements.

Cash flows used in financing activities. Net cash used in financing activities was $333 million and $44 million during the six months ended June 30, 2015 and 2014, respectively. The funding sources of the Group are included in parent funding in the condensed combined statements of assets, liabilities and parent funding without

5

regard to whether the funding represents intercompany debt or equity. The Group participates in the centralized cash management services provided by Verizon. Verizon issues short-term debt, including commercial paper, to fund the working capital requirements of Verizon’s subsidiaries, including the Group, and invests funds in short-term investments on their behalf.

On April 15, 2014, Verizon California Inc. settled fully in cash upon maturity a $1 billion fixed rate promissory note with Verizon Financial Services, LLC.

6

EX-99.3

Exhibit 99.3

Unaudited pro forma condensed combined financial information

The unaudited pro forma condensed combined balance sheet information as of June 30, 2015 is based upon (i) the historical consolidated financial information of Frontier and (ii) the historical combined financial information of the VSTO, and has been prepared to reflect the Verizon Transaction based on the acquisition method of accounting. The unaudited pro forma condensed combined statement of operations information for the six months ended June 30, 2015 is based upon (i) the historical consolidated financial information of Frontier and (ii) the historical combined financial information of the VSTO, and has been prepared to reflect the Verizon Transaction based on the acquisition method of accounting. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2014 includes the results of the Connecticut Operations for the period of January 1, 2014 through October 24, 2014. The unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2014 is based upon (i) the historical consolidated financial information of Frontier, (ii) the historical combined financial information of the VSTO and (iii) the historical combined financial information of the Connecticut Operations for the period of January 1, 2014 through October 24, 2014, and has been prepared to reflect the Verizon Transaction and the Connecticut Operations based on the acquisition method of accounting. The unaudited pro forma condensed combined financial information presents the combination of the historical financial statements of Frontier and the historical financial statements of the VSTO, adjusted to give effect to (1) the transfer of specified assets and liabilities from Verizon to the VSTO that are not included in the VSTO historical balance sheet as of June 30, 2015, and the retention of specified assets and liabilities by Verizon that are included in the VSTO historical balance sheet as of June 30, 2015, as more fully described in note 3(a) below, (2) the use of restricted cash, the Term Loan Facility and bridge financing to fund the cash payment to Verizon for the purchase price, as more fully described in note 3(b) below, (3) the payment by Frontier to Verizon of $10.54 billion in cash and assumed debt (excluding any potential working capital purchase price adjustment as set forth in the Verizon Purchase Agreement) as more fully described in note 3(c) below and (4) the consummation of the transactions contemplated by the Verizon Purchase Agreement, with Frontier considered the accounting acquirer, based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The historical financial information has been adjusted to give effect to events that are directly attributable to the Verizon Transaction and factually supportable and, in the case of the statement of operations information, that are expected to have a continuing impact.

On October 24, 2014, we acquired the wireline properties of AT&T in Connecticut by acquiring all of the issued and outstanding capital stock of Transferred AT&T Companies for a purchase price of $2.0 billion in cash, excluding adjustments for working capital, pursuant to the AT&T Purchase Agreement. Prior to the closing of the Connecticut Acquisition, (i) AT&T transferred to the Transferred AT&T Companies certain assets and caused the Transferred AT&T Companies to assume certain liabilities relating to the business to be acquired and (ii) the Transferred AT&T Companies transferred to AT&T certain assets, and AT&T assumed certain liabilities of the Transferred AT&T Companies, to be retained by AT&T following the closing. The Company financed the Connecticut Acquisition using the net proceeds of an offering of $1.55 billion aggregate principal amount of senior unsecured notes, borrowings of $350 million under a term loan credit agreement and cash on hand.

The unaudited pro forma condensed combined balance sheet information has been prepared as of June 30, 2015, and gives effect to the Verizon Transaction and other events described above as if they had occurred on that date. The unaudited pro forma condensed combined statement of operations information, which has been prepared for the six months ended June 30, 2015 and the year ended December 31, 2014, gives effect to the Verizon Transaction and other events described above as if they had occurred on January 1, 2014. The summary unaudited pro forma condensed combined statement of operations information for the year ended December 31, 2014 gives effect to the Connecticut Acquisition as if it had occurred on January 1, 2014.

The unaudited pro forma condensed combined financial information was prepared using, and should be read in conjunction with, (1) the audited combined financial statements of the VSTO for the year ended December 31, 2014, (2) the unaudited interim condensed combined financial statements of the VSTO as of and for the six

1

months ended June 30, 2015, (3) the unaudited interim condensed combined financial statements of the Connecticut Operations for the nine months ended September 30, 2014, (4) the audited consolidated financial statements of Frontier for the year ended December 31, 2014, and (5) the unaudited interim condensed consolidated financial statements of Frontier as of and for the six months ended June 30, 2015.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the Verizon Transaction and other events described above been completed at the dates indicated above. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future results of operations of Frontier after completion of the Verizon Transaction and the other events described above. In the opinion of Frontier’s management, all adjustments considered necessary for a fair presentation have been included.

The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings or other operating efficiencies that could result from the Verizon Transaction, or from the Connecticut Acquisition for the period of January 1, 2014 through October 24, 2014. In addition, the fair value of the assets acquired and liabilities assumed are based upon estimates. The final purchase price allocation is dependent upon valuations and other studies that have not yet been completed. Accordingly, the purchase price allocation pro forma adjustments are preliminary and are subject to further adjustments as additional information becomes available and additional analyses are performed, and each further adjustment may be material. Such adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.

2

FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET INFORMATION AS OF JUNE 30, 2015

			VSTO
($ in millions)	Frontier		VSTO		Additional Transfer of Assets and Liabilities to/from Verizon (3a)			VSTO, as Adjusted		Additional Financing (3b)			Pro Forma Adjustments (3c)			Pro Forma Combined
ASSETS:
Cash and cash equivalents	$	1,246	$	—	$	—		$	—	$	7,915		$	(8,107	) (i)	$	1,054
Accounts receivable, net		541		738		(225	)		513		—			—			1,054
Restricted cash		1,840		—		—			—		—			(1,840	) (i)		—
Other current assets		461		204		(20	)		184		(53	)		(124	) (ii)		468
Total current assets		4,088		942		(245	)		697		7,862			(10,071	)		2,576
Property, plant and equipment, net		8,432		8,154		(64	)		8,090		—			—			16,522
Goodwill		7,234		—		—			—		—			238	(iii)		7,472
Other intangibles, net		1,300		7		(7	)		—		—			2,410	(iv)		3,710
Other assets		232		2,854		(2,818	)		36		—			—			268
Total assets	$	21,286	$	11,957	$	(3,134	)	$	8,823	$	7,862		$	(7,423	)	$	30,548
LIABILITIES AND EQUITY:
Long-term debt due within one year	$	97	$	17	$	(17	)	$	—	$	—		$	—		$	97
Accounts payable and other current liabilities		1,311		1,530		(1,009	)		521		(185	)		26	(v)		1,673
Total current liabilities		1,408		1,547		(1,026	)		521		(185	)		26			1,770
Deferred income taxes		3,060		2,490		(376	)		2,114		—			(2,114	) (vi)		3,060
Other liabilities		1,330		2,287		(2,001	)		286		—			—			1,616
Long-term debt		9,440		672		(79	)		593		8,100			—			18,133
Equity		6,048		4,961		348			5,309		(53	)		(5,335	) (vii)		5,969
Total liabilities and equity	$	21,286	$	11,957	$	(3,134	)	$	8,823	$	7,862		$	(7,423	)	$	30,548

See notes to unaudited pro forma condensed combined financial information.

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FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS INFORMATION FOR THE SIX MONTHS ENDED JUNE 30, 2015

($ in millions, except per share amounts)	Frontier			VSTO		Pro Forma Adjustments			Pro Forma Combined
Revenue	$	2,739		$	2,899	$	(9	) (4a)	$	5,594
							(35	) (4b)
Cost and expenses (exclusive of depreciation and amortization)		1,615			2,081		(1	) (4a)		3,620
							(35	) (4b)
							(27	) (4c)
							(13	) (4f)
Depreciation and amortization		676			513		197	(4d)		1,384
							(2	) (4e)
Acquisition and integration costs		92			—		(92	) (4g)		—
Total operating expenses		2,383			2,594		27			5,004
Operating income		356			305		(71	)		590
Investment and other income, net		2			—		—			2
Interest expense		505			15		294	(4h)		814
Income tax expense (benefit)		(68	)		115		(139	) (4i)		(92	)
Net income (loss)	$	(79	)	$	175	$	(226	)	$	(130	)
Basic and diluted net income (loss) per common share	$	(0.08	)						$	(0.20	) (4j)
Weighted-average shares outstanding (in millions)		1,019								1,160

See notes to unaudited pro forma condensed combined financial information.

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FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2014

			Connecticut Operations								VSTO
($ in millions, except per share amounts)	Frontier		Connecticut Operations(1)			Connecticut Operations Pro Forma Adjustments			Pro Forma Combined Frontier and Connecticut Operations		VSTO			VSTO Pro Forma Adjustments			Pro Forma Combined
Revenue	$	4,772	$	1,094		$	(3	) (5a)	$	5,775	$	5,791		$	(19	) (4a)	$	11,479
							(38	) (5b)							(68	) (4b)
							(46	) (5c)
							(4	) (5d)
Cost and expenses (exclusive of depreciation and amortization)		2,671		846			(7	) (5c)		3,456		4,775			(4	) (4a)		7,496
							(4	) (5d)							(68	) (4b)
							(12	) (5e)							(635	) (4c)
							10	(5f)							(28	) (4f)
							(15	) (5g)
							(33	) (5h)
Depreciation and amortization		1,139		119			12	(5e)		1,334		1,026			438	(4d)		2,795
							64	(5i)							(3	) (4e)
Acquisition and integration costs		142		—			(142	) (5k)		—		—			—			—
Total operating expenses		3,952		965			(127	)		4,790		5,801			(300	)		10,291
Operating income		820		129			36			985		(10	)		213			1,188
Investment and other income, net		39		2			—			41		—			—			41
Interest expense		695		(3	)		71	(5j)		763		43			600	(4h)		1,406
Income tax expense (benefit)		31		54			(13	) (5l)		72		(21	)		(147	) (4i)		(96	)
Net income (loss)	$	133	$	80		$	(22	)	$	191	$	(32	)	$	(240	)	$	(81	)
Basic and diluted net income (loss) per common share	$	0.13							$	0.19							$	(0.25	) (4j)
Weighted-average shares outstanding (in millions)		994								994								1,159

⁽¹⁾  Includes the results of the Connecticut Operations for the period of January 1, 2014 through October 24, 2014.

See notes to unaudited pro forma condensed combined financial information.

5

Notes to unaudited pro forma condensed combined financial information

1. Description of the Verizon Transaction

On February 5, 2015, Frontier entered into an agreement with Verizon to acquire Verizon’s wireline operations that provide services to residential, commercial and wholesale customers in California, Florida and Texas for a purchase price of $10.54 billion in cash and assumed debt, excluding adjustments for working capital. As of the date of the announcement, these Verizon properties included 3.7 million voice connections, 2.2 million broadband connections, and 1.2 million FiOS^® video connections. The network being acquired is the product of substantial capital investments made by Verizon, with an estimated 54% of the residential households being enabled with FiOS^®. Subject to regulatory approvals, the Verizon Transaction is expected to close by March 31, 2016.

On October 24, 2014, pursuant to the AT&T Purchase Agreement, the Company acquired the wireline properties of AT&T in Connecticut for a purchase price of $2.0 billion in cash, excluding adjustments for working capital. Following the Connecticut Acquisition, Frontier now owns and operates the wireline business and fiber optic network servicing residential, commercial and wholesale customers in Connecticut. The Company also acquired the AT&T U-verse^® video and DISH^® satellite TV customers in Connecticut.

The unaudited pro forma condensed combined financial information was prepared for the purpose of developing the pro forma financial statements necessary to comply with the applicable disclosure and reporting requirements of the SEC. For purposes of the unaudited pro forma condensed combined financial information, the estimated aggregate transaction costs (other than debt incurrence fees in connection with the bridge financing, as set forth in note 3(b)), which are charged as an expense of Frontier as they are incurred, are expected to be approximately $26 million and include estimated costs associated primarily with investment banker advisory fees, legal fees, and regulatory and auditor services of Frontier. This balance is reflected as an accrual in the Pro Forma Adjustments column on the unaudited pro forma condensed combined balance sheet as of June 30, 2015. The combined company will also incur integration costs primarily related to information systems, network and process conversions (including hardware and software costs). Integration costs will be incurred in part in advance of the consummation of the Verizon Transaction, and are recorded based on the nature and timing of the specific action. For purposes of the unaudited pro forma condensed combined financial information, it was assumed that no amounts would be paid, payable or forgone by Verizon pursuant to orders or settlements issued or entered into in order to obtain governmental approvals from the Federal Communications Commission and in the States of California, Florida and Texas that will be required to complete the Verizon Transaction.

Frontier is considered the accounting acquirer for purposes of the preparation of the unaudited pro forma condensed combined financial information. This conclusion is based upon Frontier’s consideration of all relevant factors included in the accounting standard regarding business combinations, including the purchase of a newly formed legal entity to which Verizon will contribute Verizon California Inc., Verizon Florida LLC and GTE Southwest Inc. (doing business as Verizon Southwest) pursuant to the Verizon Purchase Agreement.

2. Basis of purchase price allocation

The estimated purchase price ($10.54 billion less $593 million in assumed debt) has been allocated to the tangible and intangible assets acquired and liabilities assumed on a preliminary basis as follows (dollars in millions):

Estimated transaction consideration:				$	9,947
Current assets	$	573
Property, plant & equipment		8,090
Goodwill		238
Other intangibles - Customer list		2,410
Other assets		36
Current liabilities		(521	)
Long-term debt		(593	)
Other liabilities		(286	)
Total net assets acquired	$	9,947

6

The allocation of the purchase price to assets and liabilities is preliminary. The final allocation of the purchase price will be based on the fair values of the assets acquired and liabilities assumed as of the date of the Verizon Transaction, as determined by third-party valuation for certain assets and liabilities. The valuation will be completed after the consummation of the Verizon Transaction. There can be no assurance that the actual allocation will not differ significantly from the preliminary allocation.

Frontier and Verizon have agreed to make a joint election under Section 338(h)(10) of the Internal Revenue Code, and comparable state and local tax code provisions.

3. Pro forma balance sheet adjustments:

(a) VSTO is adjusted to (1) exclude assets and liabilities that will be retained by Verizon that are included in VSTO’s financial statements and (2) give effect to certain assets and liabilities relating to the business to be contributed by Verizon to these entities in connection with the Verizon Transaction. A brief description of these items follows (dollars in millions):

Balance	Amount			Reason
Accounts receivable, net	$	(224	)	Reclassification of affiliate balances to net presentation
		(1	)	Receivables related to businesses retained by Verizon
	$	(225	)
Other current assets	$	(20	)	Other current assets related to businesses retained by Verizon
Property, plant and equipment, net	$	(71	)	Property, plant and equipment related to businesses retained by Verizon
		7		Capital lease related assets to be transferred to VSTO by Verizon
	$	(64	)
Other intangibles, net	$	(7	)	Removal of non-network software to be retained by Verizon
Other assets	$	(1,748	)	Prepaid pension asset in excess of actuarial liability retained by Verizon
		(1,033	)	Reclassification of prepaid pension asset to offset the employee benefit obligation
		(37	)	Other assets related to businesses retained by Verizon
	$	(2,818	)
Long-term debt due within one year	$	(17	)	Current debt related to businesses retained by Verizon
Accounts payable and other current liabilities	$	(620	)	Payables related to businesses retained by Verizon
		(224	)	Reclassification of affiliate balances to net presentation
		(231	)	Intercompany payables retained by Verizon
		69		To establish liabilities for workers’ compensation claims
		(3	)	Accrued liabilities to be retained by Verizon
	$	(1,009	)

7

Balance	Amount			Reason
Deferred income taxes	$	(376	)	Reflects the impact of the pro forma adjustments on deferred income taxes
Other liabilities	$	(1,033	)	Reclassification of prepaid pension asset to offset the employee benefit obligation
		(926	)	Pension and postemployment benefits retained by Verizon
		(15	)	Accrued liabilities to be retained by Verizon
		(31	)	Liabilities related to businesses retained by Verizon
		4		Capital lease related liabilities to be transferred to VSTO by Verizon
	$	(2,001	)
Long-term debt	$	(79	)	Long-term debt related to businesses retained by Verizon
Equity	$	348		Reflects the aggregate impact of the above noted entries

The pension and other postretirement employee benefits adjustments are based on amounts recorded by Verizon whereby the pension and OPEB obligations related to active employees only will be transferred to Frontier and pension obligations will be fully funded as of the closing date of the Verizon Transaction. An actuarial evaluation will be completed subsequent to the completion of the Verizon Transaction and may be different from that reflected in the unaudited pro forma condensed combined financial information. This difference may be material.

(b) Frontier has received a commitment for bridge financing from J.P. Morgan, Bank of America Merrill Lynch, Citibank and certain other parties to fund the cash consideration for the Verizon Transaction and to pay related fees and expenses. The Verizon Transaction is not subject to a financing condition. The pro forma adjustment to cash reflects the Term Loan Facility of $1,500 million and the remaining bridge financing of $6,600 million. Additionally, this adjustment reflects the use of $1,840 million in restricted cash. As previously announced, the Company currently intends to complete debt offerings of approximately $6,600 million in the aggregate, prior to closing the Verizon Transaction, which would replace the need to utilize the bridge financing. The Company intends to use proceeds from the debt offerings, certain proceeds from our previous equity offerings in June 2015 and the Term Loan Facility to finance the Verizon Transaction and to pay related fees and expenses. At this time, however, no assurance can be given that these debt offerings will be successfully completed, on terms deemed acceptable by the Company.

The pro forma adjustment to cash reflects the proceeds of the Term Loan and the bridge financing, excluding the related fees, and the use of $1,840 million in restricted cash.

The adjustment presented reflects the debt incurrence of $8,100 million in the aggregate; less assumed debt incurrence fees and commissions of approximately $185 million (of which $132 million has been incurred). Additionally, an adjustment was made for $53 million to reflect the acceleration of deferred financing costs related to the bridge financing.

(c) (i) This adjustment reflects the purchase price of $10,540 million less assumed debt of $593 million resulting in $9,947 million of cash and restricted cash that will be paid at closing of the Verizon Transaction (excluding any potential working capital purchase price adjustment as set forth in the Verizon Purchase Agreement).

(ii) This adjustment in the amount of $124 million eliminates the deferred tax assets of VSTO as of June 30, 2015.

8

(iii) This adjustment in the amount of $238 million reflects the goodwill associated with the excess of the Verizon Transaction consideration issued over the preliminary estimated fair value of the underlying identifiable net tangible and intangible assets at June 30, 2015.

(iv) This adjustment in the amount of $2,410 million reflects the preliminary fair value of the identifiable intangible asset (customer list) which was estimated by Frontier’s management primarily based on the fair values assigned to similar assets in recently completed acquisitions (a market approach). A third party valuation firm will be utilized to help determine the final fair value after the Verizon Transaction is completed, but this determination has not yet begun. There can be no assurance that the actual fair value determination will not differ significantly from the preliminary fair value determination. For purposes of the preliminary fair value determination, the estimated useful life of the customer list asset was assumed to be ten years.

(v) This adjustment in the amount of $26 million records the estimated unpaid non-recurring costs for acquisition related transaction costs, primarily bankers, lawyers and consulting advisory fees.

(vi) This adjustment in the amount of $2,114 million eliminates the deferred tax liabilities of VSTO as of June 30, 2015.

(vii) This adjustment in the amount of $5,335 million eliminates the “as adjusted” net equity of VSTO ($5,309 million) and recognizes unpaid estimated transaction costs of $26 million as of June 30, 2015.

4. Pro forma statement of operations adjustments—VSTO:

(a) This adjustment reflects results of operations related to certain operations, assets and facilities that will not be transferred to Frontier in the Verizon Transaction.

(b) This adjustment reflects the reclassification of bad debt expense from cost and expenses to revenue in order to conform to Frontier’s accounting policy.

(c) This adjustment reflects pension, other postretirement employee benefits of retirees and postemployment benefits retained by Verizon based on the terms of the Verizon Purchase Agreement whereby the pension and OPEB obligations related to active employees only will be transferred to Frontier and pension obligations will be fully funded as of the closing date of the Verizon Transaction. The adjustment includes $27 million and $64 million for pension and OPEB costs related to active employees and retirees to be retained by Verizon for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. This adjustment also reflects the reversal of $571 million in actuarial losses that were recorded by Verizon in order to conform to Frontier’s accounting policy for pension and other postretirement benefits for the year ended December 31, 2014.

(d) This adjustment reflects amortization expense associated with the customer list asset estimated in note 3(c) above assuming an accelerated method of amortization and an estimated useful life of ten years, which corresponds to an increase in depreciation and amortization of $197 million and $438 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. Amortization expense, based on our current estimate of useful lives, is estimated to be approximately $394 million, $351 million, $307 million, $263 million and $219 million for the years ended December 31, 2015, 2016, 2017, 2018 and 2019, respectively. No adjustment has been reflected for depreciation expense based on the assumption that the straight line method is similar to the composite method.

The actual depreciation and amortization expense will be based on the final fair value attributed to the identifiable tangible and intangible assets based upon the results of the third-party valuation of the acquired assets. The depreciation and amortization rates may also change based on the results of this third-party valuation. There can be no assurance that the actual depreciation and amortization expense will not differ significantly from the pro forma adjustment presented.

(e) This adjustment primarily reflects depreciation expense for facilities that will not be transferred to Frontier in the Verizon Transaction.

9

(f) This adjustment reflects the removal of losses on disposition of assets that were recorded by Verizon in cost and expenses in order to conform to Frontier’s accounting policy for fixed asset dispositions under the composite method of depreciation.

(g) This adjustment reflects the removal of acquisition and integration expenses related to costs incurred by Frontier in connection with the Verizon Transaction and the Connecticut Acquisition.

(h) This adjustment reflects additional interest expense on the $1,500 million Term Loan Facility and $6,600 million bridge financing, based on an assumed weighted average interest rate determined based on appropriate current market rates as of June 30, 2015 of 10.49% and 7.56% for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, the elimination of interest expense related to a bridge loan facility, and the elimination of affiliate interest expense. As previously announced, it is our intention to raise debt financing, which would replace the bridge financing, however, at present, in conformity with the SEC rules, the unaudited pro forma condensed combined financial statements only reflect the bridge financing. An increase or decrease to the interest rate of 25 basis points would result in a change of approximately $10 million and $4 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively.

(i) This adjustment reflects the income tax effect of the pro forma adjustments described in notes 4(a) through 4(h) above, using an estimated effective income tax rate of 38%.

(j) In calculating basic and diluted net income (loss) per common share for the six months ended June 30, 2015 and the year ended December 31, 2014, net income (loss) was reduced by expected dividends on mandatory convertible preferred shares of $107 million and $214 million, respectively, as a result of the June 2015 public offering of mandatory convertible preferred shares. Basic weighted average shares outstanding were 1,037 million and 994 million as of June 30, 2015 and December 31, 2014, respectively. Pro forma weighted average shares outstanding of 1,160 million and 1,159 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, included 165 million common shares as a result of our common stock offering in June 2015. In calculating pro forma diluted net loss per common share for the six months ended June 30, 2015 and the year ended December 31, 2014, the effect of the mandatory convertible preferred shares as a result of the June 2015 public offering of mandatory convertible preferred shares was excluded from the computation as the effect would be antidilutive.

5. Pro forma statement of operations adjustments—Connecticut Operations:

(a) This adjustment reflects results of operations related to contracts, primarily with unaffiliated third parties that were not transferred to Frontier in the Connecticut Acquisition.

(b) This adjustment reflects the incremental change related to contracts with AT&T affiliates that were transferred to Frontier under modified terms.

(c) This adjustment reflects results of operations related to certain operations (substantially with AT&T affiliates) that did not continue after the closing of the Connecticut Acquisition.

(d) This adjustment reflects the reclassification of bad debt expense from cost and expenses to revenue.

(e) This adjustment reflects the reclassification of allocated depreciation and amortization from cost and expenses to depreciation and amortization.

(f) This adjustment reflects pension, other postretirement employee benefits of retirees and postemployment benefits retained by AT&T based on the terms of the AT&T Purchase Agreement whereby the pension and OPEB obligations related to active employees only were transferred to Frontier and pension obligations were fully funded as of the October 24, 2014 closing date of the Connecticut Acquisition.

(g) This adjustment reflects the removal of costs related to employee headcount that were not transferred to Frontier associated with the adjustment described in 5(c) above.

(h) This adjustment reflects the removal of royalty expense charged by AT&T for the use of its name and trademark that did not continue after the Connecticut Acquisition.

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(i) This adjustment reflects additional amortization expense associated with the customer list asset acquired from AT&T assuming an accelerated method of amortization and an estimated useful life of ten years, which corresponds to an increase in depreciation and amortization expense of $64 million for the year ended December 31, 2014. Amortization expense, based on our current estimate of useful lives, is estimated to be approximately $76 million, $67 million, $57 million, $48 million and $38 million for the years ended December 31, 2015, 2016, 2017, 2018 and 2019, respectively. No adjustment has been reflected for depreciation expense.

The actual depreciation and amortization expense will be based on the final fair value attributed to the identifiable tangible and intangible assets based upon the results of the third-party valuation of the acquired assets. The depreciation and amortization rates may also change based on the results of this third-party valuation. There can be no assurance that the actual depreciation and amortization expense will not differ significantly from the pro forma adjustment presented.

(j) This adjustment reflects additional interest expense on the $1,550 million aggregate principal amount of senior notes related to the debt offering in September 2014 and the $350 million CoBank Connecticut Acquisition Facility ($71 million for the year ended December 31, 2014), based on an assumed weighted average interest rate of 6.68% for the year ended December 31, 2014 and the elimination of interest expense related to a bridge loan agreement.

(k) This adjustment reflects the removal of acquisition and integration expenses related to costs incurred by Frontier in connection with the Connecticut Acquisition.

(l) This adjustment reflects the income tax effect of the pro forma adjustments described in notes 5(a) through 5(k) above, using an estimated effective income tax rate of 38%.

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EX-99.4

Exhibit 99.4

FRONTIER COMMUNICATIONS CORPORATION AND SUBSIDIARIES

UNAUDITED QUARTERLY ADJUSTED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS INFORMATION

($ in millions)	Three Months Ended 3/31/15 Pro Forma Combined As Reported			Additional Pro Forma Adjustments(1)			Three Months Ended 3/31/15 Pro Forma Combined As Revised			Three Months Ended 6/30/15 Pro Forma Combined			Six Months Ended 6/30/15 Pro Forma Combined
Revenue	$	2,796		$	—		$	2,796		$	2,798		$	5,594
Cost and expenses (exclusive of depreciation and amortization)		1,820			—			1,820			1,800			3,620
Depreciation and amortization		689			—			689			695			1,384
Total operating expenses		2,509			—			2,509			2,495			5,004
Operating income		287			—			287			303			590
Investment and other income, net		1			—			1			1			2
Interest expense		449			(41	)		408			406			814
Income tax expense (benefit)		(59	)		16			(43	)		(49	)		(92	)
Net income (loss)	$	(102	)	$	25		$	(77	)	$	(53	)	$	(130	)

⁽¹⁾ Adjustments reflect reduction in interest expense and related tax impact due to more favorable rates on $1.5 billion Term Loan Facility vs. Bridge Loan Facility rates.

EX-99.5

Exhibit 99.5

VERIZON’S SEPARATE TELEPHONE OPERATIONS IN CALIFORNIA, FLORIDA AND TEXAS

UNAUDITED QUARTERLY ADJUSTED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS INFORMATION⁽¹⁾

($ in millions)	Three Months Ended 3/31/15		Three Months Ended 6/30/15		Six Months Ended 6/30/15
Revenue	$	1,425	$	1,430	$	2,855
Cost and expenses (exclusive of depreciation and amortization)		1,010		995		2,005
Depreciation and amortization		249		262		511
Total operating expenses		1,259		1,257		2,516
Operating income		166		173		339
Interest expense		8		7		15
Income tax expense		61		67		128
Net income	$	97	$	99	$	196

⁽¹⁾  Pro forma adjustments to depreciation and amortization for customer list intangibles, interest expense related to the financing of the Transaction and related tax impact are excluded from the VSTO pro forma statement of operations information as these amounts would be recorded on the Frontier corporate ledger.