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):  August 5, 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 August 5, 2010, Shenandoah Telecommunications Company held its second 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   Second 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)

August 5, 2010	/S/ Adele M. Skolits
	Adele M. Skolits
	Vice President - Finance and
	Chief Financial Officer
	(Duly Authorized Officer)

2

EX-99.1

2Q 2010 Earnings Conference Call

August 5, 2010

Exhibit 99.1

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 statementsinclude, 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

2Q ‘10 Highlights

qCable

uAcquisitions - Acquisition of Jet Broadband; closed on July 30th

uSales Momentum - 2Q 2010 net RGU additions of 1,873;RGU growth of 7%

uTriple Play - High Speed data now available to 59% and voice to 40% of video homes
passed

qWireless

uPrepaid - purchased the right to a share of revenues from approximately 50,000
current Virgin Mobile customers and began offering Boost and Virgin Mobile service in
July

u3G/4G - now selling 3G/4G data cards and handsets

qOther

uPension - Final distribution of Defined Benefit Pension Plan assets

6

2Q ‘10 Highlights

qNet Income - Net income of $4.6 million

qOperating results - Net income from
continuing operations of $4.5 million

qCost of Pension Closing/Curtailment - $3.8
million before tax and $2.2 million after tax

Net Income

(in millions)

Net Income from Continuing Operations (in
millions)

7

2Q ’10 Wireless Highlights

nSteady Wireless growth - customers up 5%
in the last year

nQuarterly churn improves -Q2 ‘10
churn of 1.7% compared to 2.1% for Q2 ‘09 and
1.9% for Q1 ’10

PCSPostpaid Customers (000s)

8

Adele Skolits

CFO and VP of Finance

9

EPS

Earnings per Share from Continuing Operations

nSolid Earnings- EPS of $.19 in 2Q ’10, the
pension impact was $.09

10

Profitability

Adjusted OIBDA for the Quarter ($ millions)

11

Adjusted OIBDA by Segment

12

New Debt Facility

nFloating Rate Term Loan

ØFacility size - $189.8 million

ØInterest Rate - Floating at LIBOR + 3.5%, initially; no LIBOR floor

ØRepayment - 5% per annum beginning 4Q’10, increasing to 10% per annum 4Q’11

ØCovenants - Maintenance

nRevolver - $50 million, with $30 million available at closing, undrawn

nFixed Rate Term Loan - $8.0 million at a rate of 7.37% repaid by August 2013

13

Earle MacKenzie

EVP and COO

14

Key Operational Results - Wireless

PCS Postpaid Customers (000s)

15

Key Operational Results - Wireless

Gross Additions

Net Additions

nDecrease in churn from 2.1% in
Q2 ’09 to 1.7% in Q2 ’10

nSmall decrease in net adds

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

*-Please note the Net Service Fee percentage increased from 8.8% to 12% effective
6/1/10

18

PCS Customers Top Picks Q2 2010

nTop Service Plans - 55% of Gross Adds

uEverything Data Family 1500 -
40%

uEverything Messaging Family 1500
- 8%

uEverything 450 - 7%

nTop Devices - Shentel Controlled
Channels

uBlackberry 8530 - 16%

uSamsung Seek - 9%

uSanyo 2700 - 8%

uLG Rumor 2 - 8%

uSamsung Moment - 6%

uMobile Data Cards - 8%

19

Meeting PCS Customer Needs

nReaching end of major expansion in
sites and EVDO

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

nImproved broadband
penetration to 49%

n11% growth in DSL customers
since 6/30/09

Access lines (000s)

Internet Customers (000s)

21

Key Operational Results - Cable

nUpgrades continue to result in
substantial RGU growth

nHSD now available to 82% of homes
passed in acquired markets

nVoice service launched in Q1,
available to 69% of homes passed in
acquired markets

Cable Segment Net RGU Growth*

*- Net RGU Growth excludes 1,754 RGU’s sold in Q4’09”

22

Key Operational Results - Cable

	12/31/08	6/30/09	12/31/09	6/30/10
Video
Homes Passed	64,365	64,365	56,268	56,395
Penetration	38.9%	38.5%	40.5%	41.2%
High-speed Internet
Available Homes	19,405	19,405	25,748	33,301
Penetration	5.80%	6.7%	8.10%	11.5%
Voice
Available Homes	-	-	-	27,914
Penetration	n/a	n/a	n/a	2.9%

Note:Video homes passed includes 16K homes located in Shenandoah County, VA, where internet and voice services are not
available from the cable company.

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)
	2Q '09	2Q '10
Gross billed revenue
Wireless segment total operating revenues	$29,060	$30,031
Equipment revenue	(1,169)	(1,287)
Other revenue	(2,190)	(2,480)
Wireless service revenue	25,701	26,264
Service credits	3,310	3,714
Write-offs	1,564	1,381
Management fee	2,529	2,606
Service fee	2,782	3,213
Gross billed revenue	35,886	37,178
Average subscribers	214,208	226,259
Billed revenue per subscriber	$55.84	$54.77