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):  December 1, 2009

___________________

Shenandoah Telecommunications Company

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(Exact name of registrant as specified in its charter)

__________________

Virginia	0-9881	54-1162807
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Shentel Way P.O. Box 459 Edinburg, VA	22824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (540) 984-4141

Not applicable

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(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 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 1, 2009, Shenandoah Telecommunications Company presented at the FBR Capital Markets 2009 Fall Investor Conference hosted by Freidman, Billings, Ramsey & Co., Inc., in New York, New York.  The presentation included materials related to the Company’s results of operations through September 30, 2009.  The materials attached hereto as Exhibit 99.1 were utilized during the presentation.  These materials are also available on the Company’s website.

These materials may contain forward-looking statements about Shenandoah Telecommunications regarding, among other things, our business strategy, our prospects and our financial position.  These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties.  Shenandoah Telecommunications undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits

The following exhibits are filed with this Current Report on Form 8-K.

99.1 FBR Capital Markets 2009 Fall Investor Conference Presentation Slides

SIGNATURE

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

SHENANDOAH TELECOMMUNICATIONS COMPANY

(Registrant)

December 1, 2009	Adele M. Skolits
	Adele M. Skolits
	Vice President - Finance and
	Chief Financial Officer
	(Duly Authorized Officer)

2

EX-99.1

December 1, 2009

FBR Capital Markets

2009 Fall Investor Conference

Exhibit 99.1

1

Safe Harbor Statement

This presentation includes “forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding,
among other things, our business strategy, our prospects and our financial position.These
statements can be identified by the use of forward-looking terminology such as “believes,”
“estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or
other variation of these similar words, or by discussions of strategy or risks and uncertainties.These
statements are based on current expectations of future events. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the
Company’s expectations and projections.Important factors that could cause actual results to differ
materially from such forward-looking statementsinclude, without limitation, risks related to the
following:

nIncreasing competition in the communications industry; and

nA complex and uncertain regulatory environment.

A further list and description of these risks, uncertainties and other factors can be found in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Copies of this
Form 10-K, as well as subsequent filings, are available online at www.sec.gov, www.shentel.com or
on request from the Company.The Company does not undertake to update any forward-looking
statements as a result of new information or future events or developments.

2

Use of Non-GAAP Financial Measures

Included in this presentation are certain non-GAAP financial measures that are not determined in
accordance with US generally accepted accounting principles.These financial performance
measures are not indicative of cash provided or used by operating activities and exclude the effectors
of certain operating, capital and financing costs and may differ from comparable information provided
by other companies, and they should not be considered in isolation, as an alternative to, or more
meaningful than measures of financial performance determined in accordance with US generally
accepted accounting principles.These financial performance measures are commonly used in the
industry and are presented because Shentel believes they provide relevant and useful information to
investors.Shentel utilizes these financial performance measures to assess its ability to meet future
capital expenditure and working capital requirements, to incur indebtedness if necessary, return
investment to shareholders and to fund continued growth.Shentel also uses these financial
performance measures to evaluate the performance of its business and for budget planning
purposes.

3

Agenda

Introduction and Shentel Overview - Earle MacKenzie - EVP/COO

Overview of Wireless

Overview of Wireline

Overview of Cable

Financials - - Adele Skolits - CFO

4

Shenandoah Telecommunications Company

nReporting Segments: Wireless, Wireline and Cable

nShentel Management Company: Allocation subsidiary for all
employees and shared expenses

Allocation Subsidiary

Wireline Entities

Wireless Entities

Shenandoah
Telecommunications
Company

Shentel Cable
Company

Shentel Service
Company

Shenandoah Mobile
Company

Shenandoah Cable
Television Company

Shentel Management
Company

Shentel
Communications
Company

Shenandoah
Telephone Company

Shenandoah
Personal
Communications
Company

Shenandoah
Network Company

Shenandoah Long
Distance Company

Cable Entities

5

Business Overview

nPublic companywith 4,400+ shareholders

u≈ 70% individual / 30% institutional

nSprint PCS Affiliate of Sprint Nextel

nProfitable

nStrong growth

nHealthy balance sheet

nContinuity of ownership & management

nFocused business plan

6

Growth Strategy - Capitalize on Core Competencies

nWireless

uIncrease penetration in existing PCS footprint

uLook for new wireless opportunities in surrounding
geographic areas

nCable

uFocus on smaller less competitive markets

uBuild clusters to gain operating efficiencies

uUpgrade networks to offer “Triple Play”

nWireline

uAttractive markets at reasonable prices

7

Segment Overview

12 Months Ending September 30, 2009

Total External Revenues = $157.5 million

Operating Income Before Depreciation &
Amortization (OIBDA) by Segment

Revenue by Segment

8

Agenda

Introduction and Shentel Overview

Overview of Wireless

Overview of Wireline

Overview of Cable

Financials

9

PCS Overview

nOne of 2 remaining Sprint Nextel
affiliates

n2.3 million licensed POPs

n2.0 million covered POPs

n219k total subscribers

u11.0% penetration of covered
POPs

n448 CDMA base stations

n306 EVDO enabled cell sites

u94% EVDO covered POPs

n$41,000 Estimated Average
household income

10

Key Operational Metrics - PCS
Period Ending

Retail Subscribers (000s)

Number of Cell Sites

Churn (%)

EVDO Sites

Non-EVDO Sites

11

Attractive Service Revenue Growth - PCS12 Months Ending

Gross Billed PCS Revenue ($ millions)1

1 Before credits and fees

15.6% CAGR

12

PCS Revenues12 Months Ending

Billed Revenue ($ millions)

Up 10.7%

Bad Debt

Management Fee

Service Credits

Service Fee

Net Revenue

13

PCS Revenue per Subscriber
Period Ending

Gross Billed Revenue per Subscriber1

1 Before credits and fees

Voice

Data

14

Wireless Segment

12 Months Ending

Reported Revenue ($ millions)

OIBDA ($ millions)

16.8% CAGR

15

Capital Expenditures - Wireless
12 Months Ending

Capital Expenditures by Category ($ millions)

# Cell Sites332346411475

% Covered POPs77%79%85%88%

# EVDO Sites052211336

% POPs CoveredN/A27%86%94%

Other

Capacity

Coverage

EVDO

Mobile (Towers)

16

Agenda

Introduction and Shentel Overview

Overview of Wireless

Overview of Wireline

Overview of Cable

Financials

17

Wireline Customers
12 Months Ending September 30, 2009

n23.5k LEC access lines

nAcquisition of North River
Telephone closed November
2nd

u1.0k access lines

n10.5k DSL subscribers

n3.8k dial-up Internet
subscribers

n10.8k long distance
subscribers

nOne FTTH community in
service outside of LEC area

nFiber Network

uRoute miles: 784

18

Access lines (000s)

-2.5% CAGR

Internet Customers (000s)

1 DSL only available within LEC area

2 Dial-up offered inside and outside the LEC area

Wireline Customers
12 Months Ending

1

2

19

Wireline Overview12 Months Ending

Revenue ($ millions)

OIBDA ($ millions)

20

Agenda

Introduction and Shentel Overview

Overview of PCS

Overview of Wireline

Overview of Cable

Financials

21

Cable TV Overview

nComplimentary (with LEC business)

u15k Homes Passed

u7.9k Video Subscribers

nOffensive positioning (Outside ILEC)

u44k Homes Passed

u16.2k Video and 1.6k Internet Subscribers

nAll two-way by mid 2010

22

Cable TV
12 Months Ending

RGUs (000s)

Revenue ($ millions)

OIBDA ($ millions)

1 Includes Rapid Communications acquisition - December 2008

2 Only includes internet for areas outside ILEC service area

1

1

1

Digital

Internet 2

Basic

23

Agenda

Introduction and Shentel Overview

Overview of PCS

Overview of Wireline

Overview of Cable

Financials - - Adele Skolits - CFO

24

Key Financial Results - Continuing Operations1
12 Months Ending

Net Income from Continuing Operations

($ millions)

10.7% CAGR

Revenue ($ millions)

1 Shentel Converged Services has been reclassed as discontinued operations. All results have been restated.

Wireless

Wireline

Cable

25

Operating Income ($ millions)

Operating Income Before Depreciation &
Amortization ($ millions)

Key Financial Results - Continuing Operations1
12 Months Ending

1 Shentel Converged Services has been reclassed as discontinued operations. All results have been restated.

26

Key Financial Results - Consolidated
12 Months Ending

Earnings Per Share

- Continuing Operations1

Earnings Per Share

-Net Income

2

1 Shentel Converged Services has been reclassed as discontinued operations. All results have been restated.

2 Includes $10.7 million write down of Converged Service Business Unit ($0.45 per share) in Q1 2009

27

Total Capex
12 Months Ending

Wireless

Wireline

Cable

Capital Expenditures by Segment ($ millions)

28

Q&A

29

Appendix

30

Non-GAAP Financial Measure - Billed Revenue per Subscriber

Period Ending

31

Dollars in thousands
	Wireless	Wireline	Cable	Other	Consolidated
Operating Income	$39,724	$12,758	($4,296)	($4,130)	$43,876
Depreciation and amortization	19,669	8,502	2,979	332	31,482
OIBDA	$59,393	$21,080	($1,317)	($3,798)	$75,358

Non-GAAP Financial Measure - OIBDA

12 Months Ended 9/30/2009

32

Dollars in thousands
	Wireless	Wireline	Cable	Other	Consolidated
Operating Income	$34,834	$14,121	($1,045)	($5,130)	$42,780
Depreciation and amortization	17,184	6,988	1,042	299	25,513
OIBDA	$52,018	$21,109	($3)	($4,831)	$68,293

Non-GAAP Financial Measure - OIBDA

12 Months Ended 9/30/2008

33

Dollars in thousands
	Wireless	Wireline	Cable	Other	Consolidated
Operating Income	$27,384	$14,291	($1,497)	($5,247)	$34,931
Depreciation and amortization	16,188	6,030	1,060	240	23,518
OIBDA	$43,572	$20,321	($437)	($5,007)	$58,449

Non-GAAP Financial Measure - OIBDA

12 Months Ended 9/30/2007

December 1, 2009

FBR Capital Markets

2009 Fall Investor Conference