Frontier Communications Reports Solid 2009 Third-Quarter Results

November 3, 2009 7:00 AM EST

    --  Continued strong operating income and cash flow margins
    --  Year-to-date free cash flow of $367 million
    --  Year-to-date operating cash flow margin of 54%, as adjusted
    --  Year-to-date dividend payout ratio of 64%
    --  7,500 High-Speed Internet additions
    --  7,200 DISH Network video customer additions
    --  Rate of access line losses continues to decline
    --  Data and internet services revenue up 4% year over year
    --  2009 free cash flow estimate increased

STAMFORD, Conn.--(BUSINESS WIRE)-- Frontier Communications (NYSE: FTR) today reported third-quarter 2009 revenue of $526.8 million, operating income of $172.5 million and net income attributable to common shareholders of Frontier of $52.2 million.

"We delivered strong profitability in the third quarter of 2009 with a 54.6% operating cash flow margin, driven by improved performance in our customer metrics and disciplined cost control," said Maggie Wilderotter, Frontier Communications Chairman and CEO. "Our balance sheet has been strengthened as a result of our recent financing, our dividend yield remains attractive, and we're looking forward to additional scale and scope from the Verizon acquisition in the second quarter of next year."

Revenue for the third quarter of 2009 was $526.8 million compared to $557.9 million in the third quarter of 2008, a 6 percent decrease. Revenue declined as a result of lower access lines and reduced switched access and long distance revenue, partially offset by a 4 percent increase in data and internet services revenue. Despite the decline in access lines, our customer revenue, which is all revenue except switched access and subsidy, has declined by less than 5 percent. The monthly customer revenue per access line has increased approximately $1.01, or 2%, over the prior year's third quarter while the monthly total revenue per access line has increased $0.71, or 1%, over the same period, as the Company has continued to successfully sell additional products and services, partially offset by reductions in regulatory revenue. Our exposure to regulatory revenue continues to decline.

Other operating expenses and network access expenses for the third quarter of 2009 were $247.5 million as compared to $256.0 million in the third quarter of 2008, a 3 percent decrease. Expenses in the third quarter of 2009 include non-cash pension costs of $8.4 million, as compared to $0.6 million in the third quarter of 2008. Excluding these costs, other operating expenses and network access expenses declined $16.2 million, or 6%, in 2009 as a result of lower wage and benefit expenses, as well as consulting fees and other outside services.

Consistent with recently adopted new accounting rules under SFAS No. 141R, "Business Combinations," acquisition and integration costs of approximately $3.7 million ($0.01 per share after tax) were incurred and expensed during the third quarter of 2009 in connection with our previously announced pending acquisition of approximately 4.8 million access lines (as of December 31, 2008) from Verizon Communications Inc. (Verizon).

Operating income for the third quarter of 2009 was $172.5 million and operating income margin was 32.7 percent compared to operating income of $164.2 million and operating income margin of 29.4 percent in the third quarter of 2008. The third quarter 2009 increase of $8.3 million is primarily the result of $31.6 million of amortization in 2008 of intangible assets associated with an acquisition in 2001, which were fully amortized in June 2009, and lower operating expenses in 2009, partially offset by the reduction in revenue and the acquisition and integration costs incurred in 2009.

Investment and other income, net for the third quarter of 2009 reflects a net gain of $4.1 million recognized on the early retirement of Company debt. As of September 30, 2009, we retired early approximately $360.8 million principal amount of debt for $353.0 million, and recorded a gain of $7.8 million for the first nine months of 2009.

Interest expense for the third quarter of 2009 was $96.6 million as compared to $90.3 million in the third quarter of 2008, a $6.3 million or 7 percent increase ($0.01 per share after tax). Interest expense increased due to the registered offering, completed in April 2009, of $600.0 million aggregate principal amount of 8.25% senior unsecured notes due 2014. We received net proceeds of approximately $538.8 million from the offering which we used primarily to retire debt during 2009. Interest expense was temporarily impacted by the timing of our refinancing activities.

In October 2009, we completed a registered offering of $600.0 million aggregate principal amount of 8.125% senior unsecured notes due 2018. We received net proceeds of approximately $577.6 million from the offering which we used, together with cash on hand, to finance a cash tender offer to purchase our outstanding 9.250% Senior Notes due 2011 and our outstanding 6.250% Senior Notes due 2013. We used the proceeds from the financing plus cash on hand to repurchase $647.8 million principal amount of debt under the cash tender offer, resulting in a loss on the early retirement of debt of approximately $54.0 million to be recognized in the fourth quarter of 2009. Refer to Schedule C for a comparison of debt obligations measured as of September 30 and October 31, 2009.

Net income attributable to common shareholders of Frontier was $52.2 million, or $0.17 per share, as compared to $47.0 million, or $0.15 per share, in the third quarter of 2008. The third quarter of 2009 includes acquisition and integration costs of $3.7 million ($2.3 million or $0.01 per share after tax). The third quarter 2009 increase is primarily the result of an improvement in operating income and gain on debt repurchases, partially offset by increased interest expense.

The Company's count of residential and business access lines declined by approximately 37,400 during the third quarter of 2009. At September 30, 2009, the Company had 2,151,700 residential and business access lines.

The Company added approximately 7,500 net High-Speed Internet customers during the third quarter of 2009 and had 621,300 High-Speed Internet customers at September 30, 2009. The Company added approximately 7,200 video customers during the third quarter of 2009 and had 164,500 video customers at September 30, 2009.

Capital expenditures were $54.1 million for the third quarter of 2009 and $164.5 million for the first nine months of 2009, including $2.6 million through September 30, 2009 related to Verizon integration activities.

Operating cash flow, as adjusted, was $287.7 million for the third quarter of 2009 resulting in an operating cash flow margin of 54.6 percent. Operating cash flow, as reported, of $275.6 million has been adjusted to exclude $3.7 million of acquisition and integration costs and $8.4 million of non-cash pension costs for the third quarter of 2009.

Free cash flow, as defined by the Company in the attached Schedule A, was $120.4 million for the third quarter of 2009 and $367.2 million for the first nine months of 2009. The Company's dividend represents a payout of 64 percent of free cash flow for the first nine months of 2009.

For the full year of 2009, the Company revised its previously reported expectations. Our revised expectations are that capital expenditures, excluding acquisition related capital expenditures, will be within a range of $240.0 million to $250.0 million and free cash flow, excluding acquisition and integration costs and capital expenditures, will be within a range of $470.0 million to $485.0 million.

The Company uses certain non-GAAP financial measures in evaluating its performance. These include free cash flow and operating cash flow. A reconciliation of the differences between free cash flow and operating cash flow and the most comparable financial measures calculated and presented in accordance with GAAP is included in the tables that follow. The non-GAAP financial measures are by definition not measures of financial performance under GAAP and are not alternatives to operating income or net income reflected in the statement of operations or to cash flow as reflected in the statement of cash flows and are not necessarily indicative of cash available to fund all cash flow needs. The non-GAAP financial measures used by the Company may not be comparable to similarly titled measures of other companies.

The Company believes that the presentation of non-GAAP financial measures provides useful information to investors regarding the Company's financial condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) together provide a more comprehensive view of the Company's core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation and planning decisions and (iii) presents measurements that investors and rating agencies have indicated to management are useful to them in assessing the Company and its results of operations. Management uses these non-GAAP financial measures to plan and measure the performance of its core operations, and its divisions measure performance and report to management based upon these measures. In addition, the Company believes that free cash flow and operating cash flow, as the Company defines them, can assist in comparing performance from period to period, without taking into account factors affecting cash flow reflected in the statement of cash flows, including changes in working capital and the timing of purchases and payments. The Company has shown adjustments to its financial presentations to exclude $3.7 million and $14.5 million of acquisition and integration costs in the third quarter and first nine months of 2009, respectively, and $8.4 million and $0.6 million of non-cash pension costs in the third quarters of 2009 and 2008, respectively, and $24.8 million and $(0.4) million of non-cash pension costs in the first nine months of 2009 and 2008, respectively, because the Company believes that such costs in the third quarters and first nine months of 2009 and 2008 are unusual, and that the magnitude of such costs in the third quarter and first nine months of 2009 materially exceed the comparable costs in the third quarter and first nine months of 2008. In addition, the Company has shown adjustments to its financial presentations to exclude $0.2 million of severance and early retirement costs in the third quarter of 2008, $2.6 million and $3.6 million of severance and early retirement costs in the first nine months of 2009 and 2008, respectively, and $0.1 million and $0.9 million of legal settlement costs and related expenses in the third quarter and first nine months of 2008, respectively, because investors have indicated to management that such adjustments are useful to them in assessing the Company and its results of operations.

Management uses these non-GAAP financial measures to (i) assist in analyzing the Company's underlying financial performance from period to period, (ii) evaluate the financial performance of its business units, (iii) analyze and evaluate strategic and operational decisions, (iv) establish criteria for compensation decisions, and (v) assist management in understanding the Company's ability to generate cash flow and, as a result, to plan for future capital and operational decisions. Management uses these non-GAAP financial measures in conjunction with related GAAP financial measures. The Company believes that the non-GAAP financial measures are meaningful and useful for the reasons outlined above.

While the Company utilizes these non-GAAP financial measures in managing and analyzing its business and financial condition and believes they are useful to management and to investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. In particular, free cash flow does not represent the residual cash flow available for discretionary expenditures, since items such as debt repayments and dividends are not deducted in determining such measure. Operating cash flow has similar shortcomings as interest, income taxes, capital expenditures, debt repayments and dividends are not deducted in determining this measure. Management compensates for the shortcomings of these measures by utilizing them in conjunction with their comparable GAAP financial measures. The information in this press release should be read in conjunction with the financial statements and footnotes contained in our documents filed with the U.S. Securities and Exchange Commission.

About Frontier Communications

Frontier Communications Corporation (NYSE: FTR) offers telephone, video and internet services in 24 states with approximately 5,500 employees. More information is available at www.frontier.com.

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as "believe," "anticipate," "expect" and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties are based on a number of factors, including but not limited to: Our ability to complete the acquisition of access lines from Verizon; the failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory approvals for the Verizon transaction; the failure to receive the IRS ruling approving the tax-free status of the Verizon transaction; the ability to successfully integrate the Verizon operations into Frontier's existing operations; the effects of increased expenses due to activities related to the Verizon transaction; the ability to migrate Verizon's West Virginia operations from Verizon owned and operated systems and processes to Frontier owned and operated systems and processes successfully; the risk that the growth opportunities and cost synergies from the Verizon transaction may not be fully realized or may take longer to realize than expected; the sufficiency of the assets to be acquired from Verizon to enable us to operate the acquired business; disruption from the Verizon transaction making it more difficult to maintain relationships with customers, employees or suppliers; the effects of greater than anticipated competition requiring new pricing, marketing strategies or new product or service offerings and the risk that we will not respond on a timely or profitable basis; reductions in the number of our access lines and High-Speed Internet subscribers; our ability to sell enhanced and data services in order to offset ongoing declines in revenue from local services, switched access services and subsidies; the effects of ongoing changes in the regulation of the communications industry as a result of federal and state legislation and regulation; the effects of competition from cable, wireless and other wireline carriers (through voice over internet protocol (VOIP) or otherwise); our ability to adjust successfully to changes in the communications industry and to implement strategies for improving growth; adverse changes in the credit markets or in the ratings given to our debt securities by nationally accredited ratings organizations, which could limit or restrict the availability, or increase the cost, of financing; reductions in switched access revenues as a result of regulation, competition and/or technology substitutions; the effects of changes in both general and local economic conditions on the markets we serve, which can impact demand for our products and services, customer purchasing decisions, collectability of revenue and required levels of capital expenditures related to new construction of residences and businesses; our ability to effectively manage service quality; our ability to successfully introduce new product offerings, including our ability to offer bundled service packages on terms that are both profitable to us and attractive to our customers; changes in accounting policies or practices adopted voluntarily or as required by generally accepted accounting principles or regulators; our ability to effectively manage our operations, operating expenses and capital expenditures, to pay dividends and to repay, reduce or refinance our debt; the effects of bankruptcies and home foreclosures, which could result in increased bad debts; the effects of technological changes and competition on our capital expenditures and product and service offerings, including the lack of assurance that our ongoing network improvements will be sufficient to meet or exceed the capabilities and quality of competing networks; the effects of increased medical, retiree and pension expenses and related funding requirements; changes in income tax rates, tax laws, regulations or rulings, and/or federal or state tax assessments; the effects of state regulatory cash management policies on our ability to transfer cash among our subsidiaries and to the parent company; our ability to successfully renegotiate union contracts expiring in 2009 and thereafter; declines in the value of our pension plan assets, which could require us to make contributions to the pension plan beginning no earlier than 2010; our ability to pay dividends in respect of our common shares, which may be affected by our cash flow from operations, amount of capital expenditures, debt service requirements, cash paid for income taxes and our liquidity; the effects of any unfavorable outcome with respect to any of our current or future legal, governmental or regulatory proceedings, audits or disputes; the possible impact of adverse changes in political or other external factors over which we have no control; and the effects of hurricanes, ice storms or other severe weather. These and other uncertainties related to our business are described in greater detail in our filings with the Securities and Exchange Commission, including our reports on Forms 10-K and 10-Q, and the foregoing information should be read in conjunction with these filings. We do not intend to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances.

Additional Information and Where to Find It

This press release is not a substitute for the definitive prospectus/proxy statement included in the Registration Statement on Form S-4 that Frontier filed, and the SEC has declared effective, in connection with the proposed transactions described in the definitive prospectus/proxy statement. INVESTORS ARE URGED TO READ THE DEFINITIVE PROSPECTUS/PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. The definitive prospectus/proxy statement and other documents filed or to be filed by Frontier with the SEC are or will be available free of charge at the SEC's website, www.sec.gov, or by directing a request when such a filing is made to Frontier, 3 High Ridge Park, Stamford, CT 06905-1390, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Frontier's stockholders approved the proposed transactions on October 27, 2009, and no other vote of the stockholders of Frontier or Verizon is required in connection with the proposed transactions.


Frontier Communications Corporation

Consolidated Financial Data

                  For the quarter ended             For the nine months ended

                  September 30,             %       September 30,                 %

(Amounts in
thousands,        2009         2008         Change  2009           2008           Change
except per share
amounts)

Income Statement
Data

Revenue           $ 526,816    $ 557,871    -6  %   $ 1,596,914    $ 1,689,626    -5  %

Network access      54,549       52,478     4   %     174,436        167,025      4   %
expenses

Other operating     192,948      203,496    -5  %     585,906        609,093      -4  %
expenses

Depreciation and    103,123      137,656    -25 %     373,499        422,986      -12 %
amortization

Acquisition and
integration         3,706        -          100 %     14,457         -            100 %
costs

Total operating     354,326      393,630    -10 %     1,148,298      1,199,104    -4  %
expenses

Operating income    172,490      164,241    5   %     448,616        490,522      -9  %

Investment and
other income,       5,855        1,650      255 %     18,720         7,584        147 %
net (1)

Interest expense    96,578       90,333     7   %     283,997        271,903      4   %

Income before       81,767       75,558     8   %     183,339        226,203      -19 %
income taxes

Income tax          29,021       28,215     3   %     65,328         76,717       -15 %
expense

Net income          52,746       47,343     11  %     118,011        149,486      -21 %

Less: Income
attributable to
the                 587          348        69  %     1,631          1,124        45  %
noncontrolling
interest in a
partnership

Net income
attributable to
common            $ 52,159     $ 46,995     11  %   $ 116,380      $ 148,362      -22 %
shareholders of
Frontier

Weighted average
shares              310,101      312,997    -1  %     309,990        319,869      -3  %
outstanding

Basic net income
per share
attributable to

    common
    shareholders  $ 0.17       $ 0.15       13  %   $ 0.37         $ 0.46         -20 %
    of Frontier
    (2)

Other Financial
Data

Capital           $ 54,136     $ 80,476     -33 %   $ 164,500      $ 204,199      -19 %
expenditures

Operating cash
flow, as            287,667      302,805    -5  %     863,941        917,586      -6  %
adjusted (3)

Free cash flow      120,353      115,332    4   %     367,187        383,697      -4  %
(3)

Dividends paid      78,091       78,278     0   %     234,275        240,602      -3  %

Dividend payout     65      %    68      %  -4  %     64        %    63        %  2   %
ratio (4)

    Includes gain on debt repurchases of $4.1 million and $7.8 million for the quarter
(1) and nine months ended September 30, 2009, respectively, and premium on debt
    repurchases of $6.3 million for the nine months ended September 30, 2008.

    Calculated based on weighted average shares outstanding. FSP EITF No. 03-6-1,
(2) "Determining Whether Instruments Granted in Share-Based Payment Transactions are
    Participating Securities" was adopted in the first quarter of 2009 on a
    retrospective basis.

(3) A reconciliation to the most comparable GAAP measure is presented at the end of
    these tables.

(4) Represents dividends paid divided by free cash flow.




Frontier Communications Corporation

Consolidated Financial and Operating Data

                  For the quarter ended             For the nine months ended

                  September 30,             %       September 30,             %

(Amounts in
thousands,        2009         2008         Change  2009         2008         Change
except operating
data)

Select Income
Statement Data

Revenue

    Local         $ 193,632    $ 210,749    -8  %   $ 592,824    $ 642,610    -8  %
    services

    Data and
    internet        159,969      154,047    4   %     476,913      451,684    6   %
    services

    Access          91,237       99,555     -8  %     268,729      308,376    -13 %
    services

    Long
    distance        42,373       46,395     -9  %     124,345      139,760    -11 %
    services

    Directory       26,459       28,126     -6  %     81,375       85,824     -5  %
    services

    Other           13,146       18,999     -31 %     52,728       61,372     -14 %

Total revenue       526,816      557,871    -6  %     1,596,914    1,689,626  -5  %

Expenses

    Network
    access          54,549       52,478     4   %     174,436      167,025    4   %
    expenses

    Other
    operating       192,948      203,496    -5  %     585,906      609,093    -4  %
    expenses (1)

    Depreciation
    and             103,123      137,656    -25 %     373,499      422,986    -12 %
    amortization

    Acquisition
    and             3,706        -          100 %     14,457       -          100 %
    integration
    costs

Total operating     354,326      393,630    -10 %     1,148,298    1,199,104  -4  %
expenses

Operating Income  $ 172,490    $ 164,241    5   %   $ 448,616    $ 490,522    -9  %

Other Financial
and Operating
Data

Revenue:

    Residential   $ 223,354    $ 238,684    -6  %   $ 681,400    $ 719,679    -5  %

    Business        212,225      219,632    -3  %     646,785      661,571    -2  %

    Total
    customer        435,579      458,316    -5  %     1,328,185    1,381,250  -4  %
    revenue

    Regulatory
    (Access         91,237       99,555     -8  %     268,729      308,376    -13 %
    services)

Total revenue     $ 526,816    $ 557,871    -6  %   $ 1,596,914  $ 1,689,626  -5  %

Access lines:

    Residential     1,374,822    1,484,809  -7  %     1,374,822    1,484,809  -7  %

    Business        776,886      811,651    -4  %     776,886      811,651    -4  %

Total access        2,151,708    2,296,460  -6  %     2,151,708    2,296,460  -6  %
lines

Other
data:

    Employees       5,466        5,790      -6  %     5,466        5,790      -6  %

    High-Speed
    Internet        621,331      571,946    9   %     621,331      571,946    9   %
    subscribers

    Video           164,535      112,350    46  %     164,535      112,350    46  %
    subscribers

    Switched
    access
    minutes of      2,172        2,522      -14 %     6,761        7,663      -12 %
    use (in
    millions)

    Average
    monthly
    total
    revenue per

    access line   $ 80.91      $ 80.20      1   %   $ 80.54      $ 79.45      1   %

    Average
    monthly
    customer
    revenue per

    access line   $ 66.90      $ 65.89      2   %   $ 66.99      $ 64.95      3   %

    Includes severance and early retirement costs of $0.2 million for the quarter
    ended September 30, 2008, and $2.6 million and $3.6 million for the nine months
    ended September 30, 2009 and 2008, respectively. Includes non-cash pension cost
(1) of $8.4 million and $0.6 million for the quarters ended September 30, 2009 and
    2008, respectively, and $24.8 million and $(0.4) million for the nine months
    ended September 30, 2009 and 2008, respectively. Includes legal settlement costs
    of $0.1 million for the quarter ended September 30, 2008 and $0.9 million for
    the nine months ended September 30, 2008.




Frontier Communications Corporation

Condensed Consolidated Balance Sheet Data

(Amounts in thousands)

                                       September 30, 2009  December 31, 2008

ASSETS

Current assets:

Cash and cash equivalents              $ 436,155           $ 163,627

Accounts receivable and other current    352,435             304,332
assets

Total current assets                     788,590             467,959

Property, plant and equipment, net       3,130,920           3,239,973

Other long-term assets                   3,078,904           3,180,744

Total assets                           $ 6,998,414         $ 6,888,676

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Long-term debt due within one year     $ 7,254             $ 3,857

Accounts payable and other current       351,875             378,918
liabilities

Total current liabilities                359,129             382,775

Deferred income taxes and other          1,312,989           1,254,610
liabilities

Long-term debt                           4,897,535           4,721,685

Shareholders' equity                     428,761             529,606

Total liabilities and equity           $ 6,998,414         $ 6,888,676




Frontier Communications Corporation

Consolidated Cash Flow Data

(Amounts in thousands)

                                         For the nine months ended September 30,

                                         2009          2008

Cash flows provided by (used in)
operating activities:

Net income                               $ 118,011     $ 149,486

Adjustments to reconcile net income to
net cash provided

by operating activities:

 Depreciation and amortization expense     373,499       422,986

 Stock based compensation expense          6,974         9,211

 Pension expense                           24,802        (421     )

 (Gain)/loss on extinguishment of debt     (7,755   )    6,290

 Other non-cash adjustments                1,293         (8,236   )

 Deferred income taxes                     11,097        (11,040  )

 Change in accounts receivable             17,409        9,299

 Change in accounts payable and other      (53,481  )    (73,638  )
 liabilities

 Change in other current assets            (1,228   )    (6,847   )

Net cash provided by operating             490,621       497,090
activities

Cash flows provided from (used by)
investing activities:

 Capital expenditures                      (164,500 )    (204,199 )

 Other assets (purchased) distributions    951           (2,104   )
 received, net

Net cash used by investing activities      (163,549 )    (206,303 )

Cash flows provided from (used by)
financing activities:

 Long-term debt borrowings                 538,830       135,000

 Long-term debt payments                   (355,915 )    (131,231 )

 Settlement of interest rate swaps         -             15,521

 Financing costs paid                      (1,021   )    (857     )

 Premium paid to retire debt               -             (6,290   )

 Issuance of common stock                  680           1,382

 Common stock repurchased                  -             (196,199 )

 Dividends paid                            (234,275 )    (240,602 )

 Repayment of customer advances for
 construction and distributions

 to noncontrolling interests               (2,843   )    (2,891   )

Net cash used by financing activities      (54,544  )    (426,167 )

Increase (decrease) in cash and cash       272,528       (135,380 )
equivalents

Cash and cash equivalents at January 1,    163,627       226,466

Cash and cash equivalents at September   $ 436,155     $ 91,086
30,

Cash paid during the period for:

 Interest                                $ 295,577     $ 302,606

 Income taxes                            $ 59,953      $ 70,174




                                                                 Schedule A

Reconciliation of Non-GAAP Financial Measures

                     For the quarter ended September  For the nine months ended
                     30,                              September 30,

    (Amounts in      2009       2008                  2009       2008
    thousands)

    Net Income to
    Free Cash Flow
    ;

    Net Cash
    Provided by
    Operating
    Activities

    Net income       $ 52,746   $ 47,343              $ 118,011  $ 149,486

    Add back:

    Depreciation
    and                103,123    137,656               373,499    422,986
    amortization

    Income tax         29,021     28,215                65,328     76,717
    expense

    Acquisition and
    integration        3,706      -                     14,457     -
    costs

    Pension expense    8,348      639                   24,802     (421    )
    (non-cash) (1)

    Stock based        2,413      3,047                 6,974      9,211
    compensation

    Subtract:

    Cash paid for      19,495     20,589                59,953     70,174
    income taxes

    Other income       5,373      503                   14,038     (91     )
    (loss), net (2)

    Capital
    expenditures       54,136     80,476                161,893    204,199
    (3)

    Free cash flow     120,353    115,332               367,187    383,697

    Add back:

    Deferred income    2,778      (2,044  )             11,097     (11,040 )
    taxes

    Non-cash
    (gains)/losses,    9,665      3,529                 25,314     6,844
    net

    Other income       5,373      503                   14,038     (91     )
    (loss), net (2)

    Cash paid for      19,495     20,589                59,953     70,174
    income taxes

    Capital
    expenditures       54,136     80,476                161,893    204,199
    (3)

    Subtract:

    Changes in
    current assets     8,021      28,249                37,300     71,186
    and liabilities

    Income tax         29,021     28,215                65,328     76,717
    expense

    Acquisition and
    integration        3,706      -                     14,457     -
    costs

    Pension expense    8,348      639                   24,802     (421    )
    (non-cash)(1)

    Stock based        2,413      3,047                 6,974      9,211
    compensation

    Net cash
    provided by      $ 160,291  $ 158,235             $ 490,621  $ 497,090
    operating
    activities

    Includes pension expense of $10.0 million and $0.8 million, less amounts
    capitalized into the cost of capital expenditures of $1.6 million and $0.2
    million, for the quarters ended September 30, 2009 and 2008, respectively,
(1) and pension expense of $30.3 million and $(0.5) million, less amounts
    capitalized into the cost of capital expenditures of $5.5 million and $
    (0.1) million, for the nine months ended September 30, 2009 and 2008,
    respectively.

    Includes gain on debt repurchases of $4.1 million and $7.8 million for the
(2) quarter and nine months ended September 30, 2009, respectively, and premium
    on debt repurchases of $6.3 million for the nine months ended September 30,
    2008.

(3) Excludes capital expenditures of $2.6 million related to Verizon
    integration activities for the nine months ended September 30, 2009.




                                                                                                                           Schedule B

    Reconciliation of Non-GAAP Financial Measures

                  For the quarter ended September 30, 2009                            For the quarter ended September 30, 2008

    (Amounts in
    thousands)

    Operating
    Cash Flow
    and

                                 Acquisition                                                         Severance   Non-cash
                                              Non-cash                                               and Early             Legal
    Operating     As             and                      As                          As                         Pension               As
    Cash Flow                                 Pension                                                Retirement            Settlement
    Margin        Reported       Integration              Adjusted                    Reported                   Costs                 Adjusted
                                              Costs (1)                                              Costs       (1)       Costs
                                 Costs

    Operating     $ 172,490      $ (3,706  )  $ (8,348 )  $ 184,544                   $ 164,241      $ (227   )  $ (639 )  $ (42  )    $ 165,149
    Income

    Add back:

    Depreciation
    and

    amortization    103,123        -            -           103,123                     137,656        -           -         -           137,656

    Operating     $ 275,613      $ (3,706  )  $ (8,348 )  $ 287,667                   $ 301,897      $ (227   )  $ (639 )  $ (42  )    $ 302,805
    cash flow

    Revenue       $ 526,816                               $ 526,816                   $ 557,871                                        $ 557,871

    Operating
    income
    margin

    (Operating
    income
    divided

    by revenue)     32.7      %                             35.0    %                   29.4      %                                      29.6      %

    Operating
    cash flow
    margin

    (Operating
    cash flow
    divided

    by revenue)     52.3      %                             54.6    %                   54.1      %                                      54.3      %

                  For the nine months ended September 30, 2009                        For the nine months ended September 30, 2008

    Operating
    Cash Flow
    and

                                 Acquisition  Severance                                              Severance   Non-cash
                                                          Non-cash                                                         Legal
    Operating     As             and          and Early                As             As             and Early   Pension               As
    Cash Flow                                             Pension                                                          Settlement
    Margin        Reported       Integration  Retirement               Adjusted       Reported       Retirement  Costs                 Adjusted
                                                          Costs (1)                                              (1)       Costs
                                 Costs        Costs                                                  Costs

    Operating     $ 448,616      $ (14,457 )  $ (2,567 )  $ (24,802 )  $ 490,442      $ 490,522      $ (3,598 )  $ 421     $ (901 )    $ 494,600
    Income

    Add back:

    Depreciation
    and

    amortization    373,499        -            -           -            373,499        422,986        -           -         -           422,986

    Operating     $ 822,115      $ (14,457 )  $ (2,567 )  $ (24,802 )  $ 863,941      $ 913,508      $ (3,598 )  $ 421     $ (901 )    $ 917,586
    cash flow

    Revenue       $ 1,596,914                                          $ 1,596,914    $ 1,689,626                                      $ 1,689,626

    Operating
    income
    margin

    (Operating
    income
    divided

    by revenue)     28.1      %                                          30.7      %    29.0      %                                      29.3      %

    Operating
    cash flow
    margin

    (Operating
    cash flow
    divided

    by revenue)     51.5      %                                          54.1      %    54.1      %                                      54.3      %

    Includes pension expense of $10.0 million and $0.8 million, less amounts capitalized into the cost of capital expenditures of $1.6 million and
(1) $0.2 million, for the quarters ended September 30, 2009 and 2008, respectively, and pension expense of $30.3 million and $(0.5) million, less
    amounts capitalized into the cost of capital expenditures of $5.5 million and $(0.1) million, for the nine months ended September 30, 2009 and
    2008, respectively.



Schedule C Graph Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6090020&lang=en


    Source: Frontier Communications


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