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 12, 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))

Item 8.01 Other Events.

On May 12, 2010, Shenandoah Telecommunications Company presented at the Jefferies 6th Annual Global Internet, Media & Telecom Conference in New York, New York.  The presentation included materials related to the Company’s results of operations through March 31, 2010.  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 furnished with this Current Report on Form 8-K.

99.1 Jefferies 6th Annual Global Internet, Media & Telecom 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)

May 12, 2010	Adele M. Skolits
	Adele M. Skolits
	Vice President - Finance and
	Chief Financial Officer
	(Duly Authorized Officer)

2

EX-99.1

May 12, 2010

Jefferies

Global Internet, Media, & Telecom 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, 2009. 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 Cable

Overview of Wireline

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

Growth Strategy - Capitalize on Core Competencies

nCable

uFocus on smaller less competitive markets

uBuild clusters to gain operating efficiencies

uUpgrade networks to offer “Triple Play”

nWireless

uIncrease penetration in existing PCS footprint

uLook for new wireless opportunities in surrounding
geographic areas

nWireline

uAttractive markets at reasonable prices

6

Segment Overview
Twelve Months Ending March 31, 2010

Total External Revenues = $162.0 million

Operating Income Before Depreciation

& Amortization (OIBDA) by Segment

Revenue by Segment

7

Agenda

Introduction and Shentel Overview

Overview of Wireless

Overview of Cable

Overview of Wireline

Financials

8

PCS Overview

nOnly remaining public Sprint
Nextel affiliate

n2.4 million licensed POPs

n2.1 million covered POPs

n225k total subscribers

u11% penetration of covered
POPs

n481 CDMA base stations

n340 EVDO enabled cell sites

u96% EVDO covered POPs

n$41,000 Estimated Average
household income

9

Profile of the Sprint Nextel Relationship

•Current contract through 2019 with two 10 year extensions

•Upon expiration of contract - Shentel compensated based on
enterprise value

•Settlement simplification in place through contract unless
amended by both parties

Ø8% of Revenue - Spectrum, Brand, National Platform

- Fixed for life of contract

Ø8.8% of revenue - all other settlement items (billing,
customer care, long distance, travel)

-Can change annually with maximum of 12%

•Launched 4G in York & Harrisburg, PA, May 2010

ØWholesale Clearwire Service

•Plan to be able to offer all CDMA prepaid offerings by end of
Q2 2010

10

Key Operational Metrics - PCS
Periods 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

11 % CAGR

12

PCS Revenues12 Months Ending

Billed Revenue ($ millions)

Up 5%

Bad Debt

Management Fee

Service Credits

Service Fee

Net Revenue

13

PCS Revenue per Subscriber
Period Ending

Gross Billed Revenue per Subscriber1

14

Wireless Segment12 Months Ending

Reported Revenue ($ millions)

OIBDA ($ millions)

15% CAGR

15

Capital Expenditures - Wireless
12 Months Ending

Capital Expenditures by Category ($ millions)

# Cell Sites346411476503

% Covered POPs79%85%87%88%

# EVDO Sites52211334365

% POPs Covered27%86%94%95%

Other

Capacity

Coverage

EVDO

Towers

16

Agenda

Introduction and Shentel Overview

Overview of Wireless

Overview of Cable

Overview of Wireline

Financials

17

Cable TV Overview

nComplimentary (with LEC business)

u16k Homes Passed

u8k Video Subscribers

nOffensive positioning (Outside ILEC)

u40k Homes Passed

u15k Video and 3k Internet Subscribers

uVoice service initiated 3/31/10

nAll upgraded by 9/30/10

18

Digital

Internet

Basic

19

Cable TV
12 Months Ending

Revenue ($ millions)

OIBDA ($ millions)

Includes Rapid Communications acquisition December 1, 2008

20

Deal Highlights - JetBroadband Acquisition

nStructured as an asset
purchase

nPurchase Price = $148

n115 thousand homes
passed and serves 67
thousand RGUs

u43 thousand video
customers

u22 thousand data
customers

u2 thousand voice
customers

nNetwork

u3,200 miles

u900 miles of fiber

u84% two way

nCompetition

uNo fiber to the home

uCenturyLink, Verizon
and Frontier

uSatellite providers

21

JBB Acquisition - Rationale

nDiversification

nScale

nBelow Market Penetration

nGeographic Fit

nSynergies

nLeveraging Core Competencies

nCoaxial Network

22

Percent of Homes Passed with Services

23

JBB Network

24

Key Operational Metrics - With Acquisition
Pro Forma for Periods Ending March 31, 2010

Cable Homes Passed (in 000’s)

RGUs (in 000’s)

Revenues (in millions)

OIBDA (in millions)

25

Capital Expenditures by Segment ($ millions)

26

JBB Execution

nSuccess with Rapid Acquisition

nNetwork Interconnection

nProven Technologies

nSimilar Demographics

nProximity

nLow Regulatory Risk

nStrategic Owner Appeal

27

Agenda

Introduction and Shentel Overview

Overview of PCS

Overview of Cable

Overview of Wireline

Financials

28

Wireline Customers
March 31, 2010

n24.2k LEC access lines

nAcquisition of North River
Telephone closed November
2nd

u0.9k access lines

n11.5k DSL subscribers

u46% Penetration of Access
Lines

n3.0k dial-up Internet
subscribers

n10.9k long distance
subscribers

nOne FTTH community in
service outside of LEC area

nFiber Network

uRoute miles: 1,570

29

Agenda

Introduction and Shentel Overview

Overview of PCS

Overview of Cable

Overview of Wireline

Financials - Adele Skolits - CFO

30

Net Income from Continuing Operations

($ millions)

Revenue ($ millions)

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

Wireless

Wireline

Cable

31

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.

32

Key Financial Results - Consolidated
12 Months Ending

Earnings Per Share

- Continuing Operations1

Earnings Per Share

-Net Income

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

33

Jet BB Deal- Financial Highlights

nOperating Income before
Interest and Depreciation

u$16.2 before Corporate
office costs

u$14.6 after Corporate
office costs

nFinancing

uSyndicated debt deal

u$198m Term Loan

u$50m Undrawn
Revolver

uOversubscribed at
more than 150% of
needs

34

Level of Debt - Acquisition Impact
Pro Forma for Periods Ending March 31, 2010

Debt (in millions)

Debt to EBITDA Ratio

35

Q&A

36

Appendix

37

Non-GAAP Financial Measure - Billed Revenue per Subscriber

Period Ending

38

Dollars in thousands
	Wireless	Wireline	Cable	Other	Consolidated
Operating Income	$40,459	$12,711	($7,172)	($3,683)	$42,315
Depreciation and amortization	20,660	8,090	4,045	308	33,103
OIBDA	$61,119	$20,801	($3,127)	($3,375)	$75,418

Non-GAAP Financial Measure - OIBDA

12 Months Ended 3/31/2010

39

Dollars in thousands
	Wireless	Wireline	Cable	Other	Consolidated
Operating Income	$40,082	$13,926	($1,684)	($4,589)	$47,735
Depreciation and amortization	18,039	8,071	1,738	315	28,163
OIBDA	$58,121	$21,997	$54	($4,274)	$75,898

Non-GAAP Financial Measure - OIBDA

12 Months Ended 3/31/2009

40

Dollars in thousands
	Wireless	Wireline	Cable	Other	Consolidated
Operating Income	$29,739	$14,199	($1,336)	($5,082)	$37,520
Depreciation and amortization	16,629	6,468	1,035	263	24,395
OIBDA	$46,368	$20,667	($301)	($4,819)	$61,915

Non-GAAP Financial Measure - OIBDA

12 Months Ended 3/31/2008

May 12, 2010

Jefferies

Global Internet, Media, & Telecom Conference