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):  May 6, 2010

___________________

Shenandoah Telecommunications Company

(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

(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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Regulation FD:  On May 6, 2010, Shenandoah Telecommunications Company held its first quarter 2010 earnings release conference call.  The materials attached hereto as Exhibit 99.1 were utilized during the conference call.  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 exhibit is furnished with this Current Report on Form 8-K.

99.1  First Quarter 2010 Earnings Release Conference Call 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)

May 6, 2010	/S/ Adele M. Skolits
	Adele M. Skolits
	Vice President - Finance and
	Chief Financial Officer
	(Duly Authorized Officer)

2

EX-99.1

Exhibit 99.1

1Q 2010 Earnings Conference Call

May 6, 2010

2

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 statements
include, without limitation, risks related to the following:

qIncreasing competition in the communications industry; and

qA complex and uncertain regulatory environment.

A further list and description of these risks, uncertainties and other factors can be found
in the Company’s SEC filings which 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.

3

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 effects 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 businesses and for budget planning purposes.

4

Chris French

CEO and President

5

1Q ‘10 Highlights

qNet Income - 1Q 2010 net income of
$6.8 million

qOperating results - Net income from
continuing operations of $6.6 million
up 7%, with wireless up 4%

qCable Loss - Net loss from the cable
segment of $1.3 million

Net Income

(in millions)

Net Income from Continuing Operations
(in millions)

6

1Q ’10 Wireless Highlights

nSteady Wireless growth - customers
up 5% in the last year, net adds up
7% this quarter

nQuarterly churn improves -Q1
‘10 churn of 1.91% compared to
1.99% for Q4 ‘09 and 2.15% for Q1
’09

nWireless upgrades completed -
Capital Spending reduced as wireless
high speed data upgrade and coverage
improvement programs are completed

PCS Customers (000s)

7

1Q ’10 Other Highlights

nCable Triple Play - 68% of acquired
homes passed upgraded through
March 31

nNorth River commitments
delivered - DSL service available to
100% of North River customers, up
from 50% at year end

nSubstantial DSL growth - DSL subs
up 5% in Q1 2010

nDiscontinued Operations -Converged Services sale process
continues

DSL Customers (000s)

8

Adele Skolits

CFO and VP of Finance

9

EPS

Earnings Per Share

Earnings per Share from Continuing
Operations

nSolid Earnings- EPS from
continuing operations of $.28 in 1Q
’10, up 8%

10

Profitability

OIBDA for the QuarterEnded ($ millions)

11

OIBDA

Change between 1Q’09and 1Q’10

in thousands

Wireless

nAverage customersand
service revenues up 5%

nOperating costs
associated with PCS
network upgrades

Wireline

nService revenues up 3%

Cable

nRevenues up despite
having sold 7% of the
RGU’s

nIncreased costs
associated with network
upgrades and adding
1,172 net adds in Q1’10
vs. loss of 69 in Q1’09

12

Cash Flows

Cash Flows ($ millions)

nOperating cash flow - Lower due
to timing of payments vendor, tax
and Sprint payments

nCapex - Expenditures flat with
Q1’09 and lower than previous
quarters as Wireless network
improvements slow

nCost of Capital will drop - The
balance sheet will enable us to use
leverage to acquire JetBB, shifting
the fundamental capital structure
and dropping capital costs

13

Earle MacKenzie

EVP and COO

14

Key Operational Results - Wireless

PCS Customers (000s)

15

Key Operational Results - Wireless

Gross Additions

Net Additions

nDecrease in churn from
2.15% in Q1 ‘09 and
1.99% in Q4 ‘09 to 1.91%
in Q1 ’10

nImprovements in retention
lead to a 7% increase in
net adds

nBad Debt write-offs and
credits are down 5%
Q1’10 over Q1’09

16

Key Operational Results - PCS

Gross Billed Revenue per User - Data & Voice 1

1 - Before Service credits, bad debt, Sprint Nextel fees.See reconciliation of Non-GAAP financial measures
on slide 24

17

PCS Revenues

Gross Billed Revenues ($ millions)

$36.0

$37.1

18

PCS Customers Top Picks Q1 2010

nTop Service Plans - 49% of
Gross Adds

uEverything Data Family
1500

uEverything Messaging
Family 1500

uEverything 450

nTop Devices - Shentel
Controlled Channels

uSanyo 3810 12%

uSanyo 2700 11%

uBlackberry Curve 9%

uSamsung Exclaim 9%

uLG Rumor 2 9%

uMobile Data Cards 7%

19

Meeting PCS Customer Needs

nGrowth in sites and EVDO
coverage has slowed

nExpanded data offering

uOver 95% POP’s with
EVDO coverage

nFuture investments success
based or maintenance related

Number of Cell Sites

20

Key Operational Results - Wireline

nModest access line loss

n46% overall broadband
penetration

n12% growth in DSL
customers since 3/31/09

Access lines (000s)

Internet Customers (000s)

1 DSL only available within LEC area

2 Dial-up offered inside and outside the LEC area

21

Key Operational Results - Cable

nUpgrades continue to result in
substantial RGU growth

n68% of homes passed
upgraded in acquired markets

nVoice service launched

Cable Segment Net RGU Growth

22

Key Operational Results - Cable

	12/31/08	3/31/09	12/31/09	3/31/10
Video
Homes Passed	64,365	64,365	56,268	56,268
Penetration	38.70%	38.50%	40.50%	41.30%
High-speed Internet
Available Homes	19,405	19,405	25,748	27,522
Penetration	5.80%	6.20%	8.10%	10.10%
Voice
Available Homes	-	-	-	6,355
Penetration	n/a	n/a	n/a	0.60%

23

Investing in the Future

nWireless expansion slows to
success-based coverage &
capacity adds in 2010

nComplete program to increase
broadband speeds to 10 MB+
in LEC area

nIncreased miles and capacity
of fiber

nComplete upgrade of existing
cable systems to 2-way to
provide triple play of services

nInitial JetBB upgrades

Capex Spending

24

Q&A

25

Appendix

26

Non-GAAP Financial Measure - Billed Revenue per Subscriber

Dollars in thousands (except subscribers and revenue per subscriber)
	1Q '09	1Q '10
Gross billed revenue
Wireless segment total operating revenues	$28,804	$30,233
Equipment revenue	-1,270	-1,218
Other revenue	-2,174	-2,488
Wireless service revenue	25,360	26,527
Service credits	3,764	3,756
Write-offs	1,705	1,422
Management fee	2,482	2,592
Service fee	2,730	2,851
Gross billed revenue	36,041	37,148
Average subscribers	212,176	223,591
Billed revenue per subscriber	$56.62	$55.38