Good morning, everyone, and welcome to the Shenandoah Telecommunications third quarter of 2009 earnings conference call. Today’s conference is being recorded. At this time, I’d like to turn the conference over to Ms. Adele Skolits, Chief Financial Officer. Please go ahead ma’am.

Good morning and thank you for joining us. The purpose of today’s call is to review Shentel’s results for the quarter ended September 30, 2009. Our results were announced in a press release distributed yesterday morning, and the presentation we'll be reviewing is included on our website at www.shentel.com. Please note that a replay of the call will be made available later today. The details were set forth in the press release announcing this call. With us on the call today are Christopher French, our President and Chief Executive Officer, and Earle MacKenzie, our Executive Vice President and Chief Operating Officer. After our prepared remarks, we will conduct a question-and-answer session. I’ll begin with slide two of the presentation. While we don’t provide guidance with respect to specific future financial results, we caution that this call may contain forward-looking statements, which involve a number of known and unknown risks and uncertainties. These may cause our actual results to differ materially from these statements. Shentel provides a detailed discussion of various risk factors in our SEC filings, which you are strongly encouraged to review. You are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement. Also, in an effort to provide useful information to investors, we note on slide three that our comments today include non-GAAP financial measures. Details on these measures including why we use them and reconciliations to the most comparable GAAP measures are included in this presentation. I’ll now turn the call over to Chris now.

Good morning and thank you for joining us. We are pleased with our operating results during the third quarter of 2009. While economic conditions remain weak, our wireless business was able to continue its growth. During the quarter, we further expanded our wireline operations with upgrades of additional systems within the cable markets we have acquired. These investments are positioning our company to offer expanded services and generate future growth and earnings. As you can see on slide five, on a consolidated basis, we're reporting net income of $6.3 million for the quarter compared to net income of $6.7 million from the third quarter of 2008, a decrease of 6%. Net income from continuing operations was also $6.3 million for the quarter as compared to 7.4 million in the third quarter of 2008. This year's third-quarter included a 0.8 million after-tax loss from the cable operations we acquired from Rapid Communications. We expected to incur these losses while we rebuild the cable systems and launch new services which in turn should create long-term value. On slide six, we have listed the progress we have made in several areas of the business. Upgrades to the acquired cable systems continued at a good place with 40% of those markets now upgraded to 2A capability, and are now offering high-speed data and other premium video services. In the wireless segment, we added seven cell towers and 16 CDMA base stations in the third quarter as well as adding EBDO capabilities to 28 additional sites. EVDO is now available to 94% of our covered POPs. While the process is taking longer than expected, we are progressing towards closing the sale of our converged services operations. The market conditions are not ideal for sale but we have been pleased with the continued interest in these assets and expect to be able to execute a sale in the fourth quarter. We have not closed on the purchase of the telephone assets of North River telephone, a 1000 access line cooperative in Northern Augusta County, Virginia. We expect to begin offering DSL service to these customers by year and as we got an advanced start on the engineering and construction that is required. Economic conditions continue to impact our growth rate and it is still unclear how long or deep this recession may be. In the current environment, our gross additions exceeding the third quarter of 2008 is very positive. However, our churn rate is up over the same quarter last year, as well as slightly above the rate in the second quarter of 2009. Despite these headwinds, we remain committed to making decisions that will position the company for long-term success. We will continue to invest in capital projects which we believe will help achieve our long-term goals and better position us for increasing growth as the economy recovers. I will now turn the call back to Adele to review our financial results in more detail.

Thank you, Chris. I'll begin on slide eight. As Chris mentioned, we're pleased with our third quarter results. For Q3 2009, earnings per share from continuing operations were $0.27 in comparison to $0.31 for Q3 2008. Including the results of discontinued operations, earnings per share were $0.27 for Q3 2009 in comparison to $0.28 for Q3 2008. Moving on to slide nine, operating income for Q3 2009 was 10.6 million or down by 1.9 million from Q3 2008. The acquired cable operations will continue to negatively impact earnings until the networks are fully upgraded and we increase the number of services sold. In the long run, these enhances will give us the opportunity to significantly increase penetration and revenues per customer through expanded services. But they continue to generate operating losses in the near-term. These operations acquired in December 2008 incurred an operating loss before taxes of 1.3 million in Q3 2009. In the wireless segment, the net operating income dropped by $300,000. Average PCS customers grew by 7%, and service revenues by 4% in Q3 2009 over Q3 2008. Results were impacted by the expansion and improvement to the PCS network which increased the segment's operating costs by $1.2 million and depreciation by $900,000 in Q3 2009 over Q3 2008. As we have discussed in previous earnings calls, we incurred additional operating costs related to additional and enhanced cell sites in advance of the incremental revenues they produce. In the short run, these increased expenses will reduce the margins in the wireless segment. In the longer term, we expect that the margins will improve as a result of the additional data revenues and the additional customers and new and better coverage areas. In the wireline segment, net operating income is down by $700,000. The most significant reason for this…

Thank you, Adele. Good morning everyone. Slide 13 shows the wireless customer growth over the past 21 months. At September 30, we had 219,353 PCS customers, an increase of over 6.5% from a year ago. The growth curve is significantly slower than in the past several years, but we continue to build a high-quality customer base. I would remind you that all of these customers are postpaid since we do not have a prepaid option and do not sell Boost on the iDEN network. You see on slide 14 that we actually had more growth additions in the third quarter of 2009 than we did in the same quarter last year. We were very encouraged that we put on more gross additions in September 2009 than we did in September 2008 when we first saw the impact of the current downturn. Net additions were 3,286 this quarter compared to 5,380 last year due to an increase in churn from 1.85% to 2.17%. The increase in churn is not related to an increase in bad debt with bad debt as a percent of gross billings actually less in the most recent quarter than a year ago. The increase is due to customers porting due primarily AT&T and we assume the iPhone. The irony is that we have a much better – much more robust 3G footprint but there is no denying the power of the iPhone in the marketplace. We continue to reap through rewards [ph] of our decision to aggressively build out our EVDO coverage. Slide 15 shows that our gross billed data ARPU continues to grow resulting in an average of $19.07 per customer per month during the third quarter. This represents almost a 14% increase from the very healthy $16.76 we had a year ago and about 4%…

This concludes our prepared remarks. Operator, would you know review the instructions for posing a question?

Absolutely. (Operator instructions) And we will go first to Ric Prentiss with Raymond James. Ric Prentiss – Raymond James: Thanks. Good morning guys.

Good morning, Ric.

Good morning, Ric. Ric Prentiss – Raymond James: A couple of questions for you starting on the wireless slide, can you talk a little bit about the competitive landscape that you're seeing out there? Like you mentioned, you guys don't have the Boost offering on the iDEN platform, but not having a prepaid product that I'm aware of, how is that affecting your ability to be competitive in the marketplace right now?

This is Earle. It certainly has an impact especially on the customers with a lower credit rating. We're finding that a number of customers are coming in and inquiring about service but do not meet our credit requirements, and so at this time we do not have an option. So we assume that at that point they are going to one of the prepaid options that are available in the marketplace. But overall, as you can see, it really hasn't had a significant impact on our ability to generate gross additions. Ric Prentiss – Raymond James: Right. And as Sprint looks to close the Virgin transaction and bring that in house, will that change anything? Virgin was obviously an MVNO previously, but once it goes inside of Sprint, how is that related with your contract with Sprint?

We are in discussions with Sprint right now about how that will impact us and at this point I don't have an answer of exactly how that is going to be working going forward. Ric Prentiss – Raymond James: Right. And then TracFone has a new product out there, a fairly new product out there called SafeLink going after Lifeline subsidies and Lifeline type usage. Looks like – now this is entirely – but it looks like in the entire state of Virginia, it might have had 75,000 or 100,000 subscribers, I wondered if you're seeing any impact from TracFone's Lifeline product also?

We really haven't either on our wireline or wireless business. With our wireline rates at $8, it is kind of hard for it to be competitive there, and on the wireless side, we really haven't seen any impact either. Ric Prentiss – Raymond James: Great. I'll come back in for questions after others get a chance. Thanks.

We will take our next question from Barry Sine with Capstone Investments. Barry Sine – Capstone Investments: Good morning folks.

Good morning, Barry. Barry Sine – Capstone Investments:

Once again this is Earle. The number one reason that we do have churn is customers not paying their bills. But that really hasn't changed dramatically over probably the last six quarters. So we haven't – the good news is that because we have had a fairly restrictive credit policy in the past, and we have really gone after the best customers, we haven't seen any spike in spite of the fact that there is certainly more unemployment than there was six quarters ago. As we look at porting, although we do know which carriers they are going to, we get a good percentage of customers from all the carriers, but the two largest ports out are AT&T and Verizon, which is probably not surprising, compared to where they are nationally in the competitive landscape. But as we call up these customers afterwards and find out the reasons for them leaving, as I mentioned in my prepared remarks, the number one reason is folks buying the iPhone, with the irony being that we actually have a much better 3G coverage than AT&T, but there is just a certain cache of carrying an iPhone. Barry Sine – Capstone Investments: Okay. Can you give any sense on what percentage of your churn is that involuntary nonpaid churn?

It is less than half. About 40% of that is involuntary. Barry Sine – Capstone Investments: And that has been relatively constant you said?

Yes. Barry Sine – Capstone Investments: Turning to the new cable markets, the Rapid market, I wanted to ask a couple questions just to help me understand and model out how that is likely to look going forward. A couple of qualification questions on that, first if you would remind us the number of homes passed, you have given us some upgrade milestones, 40% today, 53% by year-end. What do you expect that to be at the end of the first quarter? When do you hit 100%? And then lastly on that, what kind of take rate are you seeing so far in markets, let's say towns [ph] you have been in for months, you've had an adequate opportunity just for marketing?

This is Earle. You've asked a lot of questions, I will try to remember them all, if I don't please ask again. As far as the number of homes passed, it is approximately 44,000 homes passed. We have constructed or finished 40% of them; we will have over 50% done by the end of the year. We expect that the entire project will be done by the middle of next year, and the exact number at the end of the first quarter is really dependent on an awful lot on whether we have some real more severe weather or more severe weathers in the East Coast happens in West Virginia. So it depends on how mild the winter is. If the winter is relatively mild, we will get a good portion of that done of the first quarter, if not it will get pushed off into the second quarter. But at this point, we feel very confident that we will have 100% of it upgraded by the middle of next year. As far as results from markets that have been upgraded, kind of two parts to that. Number one, existing customers, a good percentage of existing customers are upgrading. Most of our customers when we bought the system had analog, the basic analog service, and obviously no other services. A good number of them are upgrading to our digital tier which we have over hundred channels in. And we're having some good as you can see some good luck in selling the Internet product. And we offered a one, three and five meg and the majority of our customers are moving towards the three meg option. Barry Sine – Capstone Investments: Can you give us any data on let's say the first market you would have entered into that's perhaps a bit more mature from a marketing standpoint, how successful you have been?

I don't know exactly how to answer that question. We put on probably I would say several hundred new customers and probably several hundred upgrades in the Covington Virginia market which was the first one we cut which was just at the end of second quarter. When I look at the third quarter, we have added hundreds of customers or hundreds of RGUs in that market. And that market has about 8,000 homes passed, so it is the largest single market that we have and we have been selling there with a door to door direct sales force for about 60 days. Barry Sine – Capstone Investments: Okay, that is helpful. And my last question, Adele, this might be for you. In terms of thinking about capital spending for 2010, I know you haven't given guidance on that, but obviously PCS capital spending is going to go down pretty significantly. Cable capital spending is going to continue pretty strong for the first half of the year, and then drop off in the second half. So if I think about let's say a 50% reduction in PCS capital spending, 25% in cable capital spending for all of next year, I guess we're about 45 million in CapEx for the year, is that directionally – is that the right way to think about things? I know you haven't given an actual guidance number on that.

That directionally makes sense. The cable spending is what is going to determine that predominantly and again as Earle pointed will be 53% upgraded by year end. So that will taper off. And as we pointed out before, the PCS spending will be success based at that point and considerably lower than it has been since we have been installing EVDO and expanding our central PA coverage. Barry Sine – Capstone Investments: Okay. Those are my questions. Thank you.

And we now will hear from Doug Brad [ph] with Sidoti and Company. Doug Brad – Sidoti and Company: Good morning.

Good morning, Brad. Doug Brad – Sidoti and Company: A question on the roll out of cable, I guess it is progressing a little slower than you had earlier anticipated, is that market related or what are you seeing there, why is it taking a little longer than you had previously anticipated?

This is Earle again. The primary reason actually is permitting. Because we are on the – we share poles with the power companies and there are several different power companies that we crossover and with Verizon and Frontier in West Virginia, the permitting process has taken longer than we anticipated. What we're finding is that each one of these pole owners are taking the maximum 60 days to 90 days to give us the permission to get on the poles. And then we also have to have any make-ready that needs to be done by the owner of the pole. And so that has been the primary reason. The good news is that with the economy soft, we haven't had any shortage of equipment or contractors. So that we actually do have all of the resources that we need in order to build them out. And actually if we had been able to get the permitting done sooner than our anticipation, we could actually be ahead of plan at this point. So it hasn't been a problem with anything other than just the permitting on the poles. Doug Brad – Sidoti and Company: Okay. And then, if I look at your CapEx guidance for the year, kind of back into the fourth quarter, it looks like it is going to be about 24 million, looks like you're going to be upgrading about the same percent of homes passed on the cable side in the quarter to get to your year end guidance, is there any reason why it is so significantly higher than the third quarter CapEx number?

A bunch of it is just the timing of payments. What we tried to provide you is not necessarily where we have committed to dollars but where we are actually paying for those expenditures. And so it is really just the management of our accounts payable and I will turn over to Adele, she may have some additional insight.

As Earle pointed out, we have made significantly more commitments to that but we are accrual [ph] basis. We'll undertake to record the capital expenditures when we have actually received the service or the good in question but these processes always take a bit longer with zoning and so forth than you expect. Doug Brad – Sidoti and Company: Okay thanks. And then finally on looking at the ARPUs on the wireless business, I guess you mentioned the voice ARPUs were being impacted by customer roaming, is that something that could reverse going forward and might see an up tick or is that kind of continues to churn lower?

It is actually when our customers roam off of the Sprint network with the agreement that we have with Sprint, we basically have a billing keep on the revenue, and then we pay a percentage of that to Sprint to support our settlements. What we have seen over the last four quarters has been and they have a decreasing amount of roaming off the Sprint network, and that is a combination of maybe the economy with people traveling less, but also the fact that we continued – the Sprint network continues to grow with more and more cell sites being built by affiliates or by Sprint. So it really only represents revenues that we are collecting from our customers for them to be on the Verizon network or previously on the Alltel network. So it is possible that it could reverse to some extent; I doubt if it'll come back to its all-time highs. Doug Brad – Sidoti and Company: Okay, thank you.

We will take a follow-up question from Ric Prentiss with Raymond James. Ric Prentiss – Raymond James: Thanks. A few extra ones guys, early made a point about your network versus AT&T's iPhone, can you talk a little bit about how the backhaul of your network is being provided right now? How much fiber do you have to your sites and are you putting in more fiber yourself or who are you using?

As you're aware, we do have a fairly significant amount of fiber that we own. Up through and into Pennsylvania, we actually own the fiber backbone that our wireless business is operating on. In Pennsylvania, it's a combination of our partners who is now SentryLink who is part of ValuNet and we also leased capacity from some other third parties. We have been building fiber to sites. We probably have about two dozen sites right now that we have filled fiber into, our busiest sites, where we primarily are focusing where we would own the tower, where now we are going to start looking at where we don't own the tower and working with the tower owner if possible if they're interested in us building in. But we see building out fiber to our busiest sites as key to continue to provide a high-quality product. So it is something that we are already in the process of doing and will continue to devote capital to that over the next couple of years. Ric Prentiss – Raymond James: And then on the data ARPU, hanging around the $19 level, can it go up from that? Have we seen, it plateauing, just kind of what are your thoughts as far as data ARPU trends looking forward?

Well, it grew 4% just in this quarter. So I think that it will continue to grow especially with the incentives that the any mobile, any time plans require you to buy one of the high end price plans. Most of those include a fairly significant data component and so I would think that it will continue to grow as we see customers migrate to the any mobile. Ric Prentiss – Raymond James: And if you look at your base what percent of your base does have smart phones?

It is about 13% of our base has smart phones. Ric Prentiss – Raymond James: So, kind of to your point, that is still pretty low number?

It is a very low number. But, what we find is that our customers find very creative ways of using lots of data on kind of that midrange phone. The Rumor is not a particularly high featured phone but it is by far our best seller and we basically sell a data plan with everyone that goes out the door.

And our currency sales on 20% of gross additions right now are smart phones and data cards, right. So that will only increase it going forward and I think the other point to be made here is that we follow Sprint's definition of smart phones and it is generally more conservative than others in the marketplace. Ric Prentiss – Raymond James: That's true. And then final question, Clearwire, a lot of building going on, a lot of ramp up, any of your markets on the drawing boards, any discussions with Sprint about when you might see a 4G network come to town and would you be required to build it or would it be someone else?

Once again, this is Earle. We would not be the one to build it. That is not within our current agreement with Sprint although we continue to look at how we can participate in the 4G arena. What we have – what is happening though is that we have had inquiries by Clearwire to get space on our towers in the Harrisburg and York part of our Pennsylvania coverage, which is actually – they're looking at part of the Greater Philadelphia build out, so we anticipate that sometime in 2010, we will have some 4G coverage actually in our footprint. Ric Prentiss – Raymond James: And how does that work? So do you have the right under Sprint's agreement to market that likes Sprint does, or will it just be Clearwire coming to town?

No. It would be a quasi MVNO – I am not sure exactly how to describe the relationship, but the customer would have a 3G, 4G device. They would use it, they would be our customer, and we would continue to have that relationship with the customer. Ric Prentiss – Raymond James: Okay, very good. Thanks.

(Operator instructions) We will hear next from William Lauber with Sterling Capital Management. William Lauber – Sterling Capital Management: Hi. I was actually going to ask that 4G question myself. Do you see like – I guess any of your competitors obviously Clearwire through Sprint won't be necessarily a competitor, would there be any competitive threat you think over the next couple of years that the 4G would be necessary?

Well, this is Earle. I don't really have any insights into Verizon or AT&T's plan, but when you look at the number of POPs that both of them claim that they build out as part of their 4G plan, it is certainly not a nationwide 4G footprint. I would think that it would be possible that there could be some areas on the fringe as they build out, Washington or Philadelphia, but as far as them focusing on the majority of our footprint for 4G, I don't anticipate that in the next couple years. William Lauber – Sterling Capital Management: Okay. That is what I was guessing. And then we have been I guess talking about the CapEx for next year, just kind of like longer-term picture, if I looked out two years after that, you know next year, I am assuming that cable will be pretty much done and then your wireless business, that will be pretty much done except any success based spending. When you look out say two or three years down the road, I mean is it basically just maintenance and success based capital spending?

Yes, that is the case.

Without an acquisition or some significant change in technology, as we look out the next couple of years, it is really just maintaining and keeping up with growth.

Okay. And then on the acquisition front, is there – do you guys have any preference, you know will there be other local phone companies, adjoining areas or cable companies, is there any kind of preferences on acquisition, potential acquisition targets?

Will, this is Chris. I guess we are open to any of those that look like good opportunities and makes sense. Obviously, the closer to home and closer to our existing network where we could realize some synergies would be attractive to us. As far as focus, we think certainly the cable networks probably wins out as far as a starting point. But any acquisition, the real focus is going to be broadband and all three services. So with the cable networks, we think there is an easier path to adding the broadband and voice, but certainly we would look to do that with telephone networks as well. William Lauber – Sterling Capital Management: And my last question I don't think you guys covered in this call, and if you did please excuse me. What – I know that you had mentioned in the past that with the Rapid cable acquisition, that a lot of – you are finding out that I guess a decent amount of the customers were not paying for the service, can you shed any light on what you have done so far as what percentage of their customers were not paying for the service?

This is Earle. We are working through auditing the systems as we are upgrading them. The industry normally sees a fairly significant amount of customers stealing service, especially in an MDU environment. We have seen probably upwards of 15% to 20% of homes passed in our worst cases have been stealing service. But what we found as we went back and looked at the policies and procedures of Rapid, in most cases they didn't even dispatch someone to disconnect the service. And so they would stop billing the customer, but they wouldn't necessarily disconnect the drop to the house. So we're clearing that up. We're knocking on the customers' doors. We are attempting to bring them on as a customer but we are going to take a much more aggressive position that rapid did as far as monitoring who is using our network. William Lauber – Sterling Capital Management: So if it is a 15% or 20% of that number when you guys are knocking on their doors, what percent start paying as to just getting rid of the cable completely?

Once again, it depends on the market, but it is anywhere from 25 to 40%. William Lauber – Sterling Capital Management: That will start paying?

Yes. William Lauber – Sterling Capital Management: Okay, thank you very much.

Thank you, Will.

And at this point, we have no further questions. I would like to turn the conference back to management for closing or additional remarks.

Thank you. Our Q will be released before the market opens tomorrow for those of you who have more questions or want to delve into greater depths as to our results. We certainly appreciate your participation. I would like to invite you to let me know if there are additional details you would like to see in the future. My contact information was provided on the press release.

Again ladies and gentlemen, this concludes today's conference. We thank you for your participation. You may disconnect.