Good day, everyone and welcome to the Shenandoah Telecommunications 2009 earnings conference call. Today’s conference is being recorded. At this time I would like to turn the conference over to Ms. Adele Skolits, CFO. Please go ahead, ma’am.

Good morning, and thank you for joining us. The purpose of today’s call is to review Shen Tel’s results for the quarter and the year ended December 31, 2009. Our results were announced in a press release distributed yesterday evening and the presentation we will 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 one 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. Also, in an effort to provide useful information to investors, we note on slide two 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 throughout this presentation. Shen Tel 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 statements. I’ll turn the call over to Chris now.

Good morning, everyone. We appreciate you joining us. As you can see on slide four, on a consolidated basis, our net income from continuing operations for the year is $25.1 million as compared to $26.1 million for the year 2008. For fourth quarter 2009, net income from continuing operations is $5.8 million in comparison to $5.3 million for fourth quarter ‘08. As a result of our strong performance for the year, in December, the company increased its annual cash dividend to $0.32 per share, a 7% increase over 2008. Moving to slide five, the item having the biggest impact on 2009 results compared to 2008 was our December ‘08 acquisition of cable assets and customers in West Virginia and Allegheny County, Virginia. An expected result of our investment and upgrades and improvements to these networks was the large operating loss incurred by our cable segment during 2009. We have now upgraded the networks passing 64% of the homes served by these systems. On the slide, you can see the impact of the upgrades on sales results and customer retention. Excluding the impact of the sale of certain cable markets in West Virginia, cable revenue generating units or RGUs grew by 549 for the year and were up 935 in the fourth quarter of 2009. The upgrades enable us to offer high speed data and premium video services to these homes and gives us the platform to begin offering voice services in the second quarter of 2010. We have experienced an immediate improvement in sales results in the upgraded markets. On a smaller scale in November of 2009, we closed on our acquisition of a nearby thousand access line telephone cooperative. At this point, we have substantially completed the installation of DSL capability for these customers. All cooperative customers will have…

Thank you, Chris. As Chris mentioned, we are pleased with our 2009 results. I'll begin on slide eight. The company continues to deliver increased returns for its shareholders. For Q4 '09 earnings per share from continued operations was $0.24 in comparison to $0.22 for Q4 '08. This represents growth of 9%. Our earnings per share from continuing operations was $1.06 in 2009 or a decrease of 5% over 2008. This decrease was primarily attributable to the losses associated with the acquired cable operations, as I'll review in greater depth in a moment. On slide nine you can see the operating income decreased by $1 million, and operating income before depreciation and amortization or OIBTDA was unchanged in Q4 '09 from Q4 '08. The 2009 operating income was $2.4 million below 2008. However, OIBTDA grew by $3.5 million. Operating revenues grew by $3.2 million in Q4 '09 over Q4 '08, and $16.2 million for the year 2009 relative to 2008, primarily due to increases in wireless revenues and the impact of newly acquired cable operations for the quarter. Operating expenses grew by $4.2 million in Q4 '09 over Q4 '08, and $18.6 million for the year of 2009 relative to 2008. Increased costs of the PCS and other networks and newly acquired cable operations drove most of the expense increase. On slide 10 you can also see the segment’s contribution to the change in OIBTDA. Wireless OIBTDA grew by $1.1 million for Q4 '09 over Q4 '08 and by $7.1 million for 2009 over 2008. OIBTDA from the cable operations decreased by $1.1 million for the Q4 '09 over Q4 '08, and by $2.7 million for 2009 over 2008. The cable loss for 2008 included just one month of operating the acquired cable business, and 2009 includes the impact of operating…

Thank you, Adele. Taking into account the headwinds of the current economic conditions, we had a successful fourth quarter in 2009. Our net additions were not at the level of the past years, but we continue to grow every quarter. As you can see on slide 13, our PCS customers have grown at an annual compound rate of 16% over the last five years to over 223,000 at December 31st. Although the PCS customer growth rates were down from previous years, as you see on slide 14, we are pleased that we have continued to add quality customers. The traffic into our distribution channels was down and that trend continues into the first quarter of 2010, so we are working very hard to take advantage of every contact. During the fourth quarter 2009, we had 16,649 gross additions and 3,465 net additions with churn of 2%. That compares to 17,329 gross additions and 5,685 net additions with churn of 1.86 in the same quarter of the previous year. Annual churn grew from 1.86 in 2008 to 2.09 in 2009. To date we are encouraged that the economic downturn has not had a significant impact on either churn or bad debt. For 2009, we added 11,356 net customers for an increase of 6% in total customers, approximately 4400 less gross additions and slightly higher churn on a larger base accounted for the decrease in net additions from 2008. Fourth quarter ‘09 gross billed revenue per subscriber given on slide 15 was $54.86 compared to $56.10 for the fourth quarter of ‘08. Overall revenue per customer has decreased primarily due to the loss of voice overage as customers are taking plans that include larger buckets of minutes and are selecting plans that include the Any Mobile calling plans. Data revenue per customer…

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

Absolutely. (Operator instructions) We will go first to Ric Prentiss with Raymond James. Ric Prentiss – Raymond James: Hi, good morning, guys.

Good morning, Ric.

Good morning. Ric Prentiss – Raymond James: Hey, couple questions for you. First, now Sprint has closed on its acquisition of Virgin. I wanted to know what is the current status of prepaid in your markets with Virgin and Boost now owned by Sprint?

Ric, this is Earle. We are in negotiations with Sprint right now to be able to sell both Virgin and the CDMA version of Boost in our markets. I expect that that will happen sometime probably in the next 60 days that we will be able to provide that – sell that in our stores. Ric Prentiss – Raymond James: Sprint also mentioned on their conference call for fourth quarter results that they were looking at, even adding extra segmentation of that market. Are your discussions forward-looking in that regard also that if they do something new in the next 60 days, you'd be able to have access for that as well?

Yes, we are looking to basically fill out the complete line of all services that they are selling on the CDMA network. Ric Prentiss – Raymond James: Okay. And then I also found it interesting last night, Sprint put out their Board of Directors' compensation matrix. Noticed that this time around 10% of their short-term bonus is going to be triggered by how many Sprint subscribers are on Clearwire's 4G network. Can you update us as far as what's going on within your footprint on 4G's standpoint, and Sprint also obviously starting to focus on that?

The extension of the Philly market will include Harrisburg and York, Pennsylvania, and the expected date for the launch is sometime mid to late second quarter, and we expect that we will be selling 3G, 4G data cards in our stores in that footprint upon launch. Ric Prentiss – Raymond James: And obviously the CapEx is based on by Clearwire, though not you?

That is correct, so we will have the same MVNO relationship through Sprint that Sprint already has with Clearwire. Ric Prentiss – Raymond James: Okay. And then my final question is on the balance sheet. Net leverage, net debt to EBITDA is very low. What are your thoughts as far as where you'd like to see that from a target standpoint and what the options might be on what to do with this cash production?

I can't speculate as to what we might decide to do in the future. I can tell you that we are certainly sensitive to that. We are looking at our options. We obviously have more headroom on our existing debt deal and I realize that from a cost of capital basis, our cost of capital runs quite a bit higher than others might because of our equity funding over time. The average for the industry, as you no doubt know, Ric is closer to three times. We are running less than a half a turn at this point, so we are certainly comfortable going a bit higher. We probably won’t go as high as three times anytime soon, but we feel like we have got a lot of headroom and we want to take advantage of that. Ric Prentiss – Raymond James: Great. Thanks.

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

Good morning. Barry Sine – Capstone Investments: Couple of questions, if I might. First of all, in terms of the fourth quarter subscriber additions, if I look at your performance versus Intelius is obviously right in the same geography, they had much weaker net subscriber additions and they cited winter storms, particularly during the Christmas shopping season, as impacting their results. I was wondering if you could give us a little bit of color what trends you saw that may have negatively impacted your results or positively impacted and what impact do you think weather had in terms of gross subscriber additions.

Barry, this is Earle. There’s no question that the weather did have some impact on it. We lost one or potentially two key weekends in December and so I can’t really speculate how much more our net additions would have been if the weather had been good. We had significant promotions planned for those weekends and basically saw little or no traffic. So I would have – as expected, in those weekends we can expect anywhere from a 1000 to 2000 gross additions on a big holiday weekend. So, kind of taking into consideration, we saw 4400 less gross additions in the quarter, I would think that at least half or more of those would have been there had we had decent weather and people could have gotten out. As far as kind of the basic trends as I mentioned in my prepared comments, we are seeing lighter traffic in the store, but the people who are coming into the store tend to be more buyers than lookers, so we are getting a pretty good close rate on the folks who are walking into the stores. Barry Sine – Capstone Investments: Next thing I want to ask about, please, is the price plans and how that allows you to compete. Obviously you operate on the national Sprint price plans and those plans are pretty competitive, the $70 all you can eat plan that includes things like navigation, are very competitive versus carriers like a Verizon Wireless or AT&T wireless and particularly in markets like Pennsylvania where they have a bit more of a presence, I would have at least thought that we would have seen, especially in tough economic times, a little more traction on those more competitive price plans. Are those price plans really gaining attraction or why do you think they are not letting you see more subscribers?

I think they are giving us traction and I think that when you look at our results compared to others who are more our peers, excluding, you know, Verizon and AT&T, we have shown positive growth in every quarter. And you’ve got to remember that we don’t have a prepaid, so all of our growth has come from postpaid compared to a lot of others who have net adds [ph] during the period but when you look at the detail, their additions have been in prepaid and they have actually lost customers who are postpaid. So, I would say that we have actually had pretty good traction with those plans, but I think the reality is we are tied to Sprint and Sprint is not as dominant in the market as Verizon or AT&T and although I think we have quite a bit of control of our local markets, we are influenced by what’s happening on the national level. Barry Sine – Capstone Investments: Okay. The next area, please, I’d like to ask about is on the converged unit sale process. Obviously, that’s taking a bit longer than expected. If you could give us a little bit of color, what’s going on there and then also what’s the status of that asset? Are subscribers and revenue and EBITDA stable or are they kind of atrophying while this thing is in the sale process?

As far as the status of the business, it’s remained very consistent. Even though it is for sale, we have not ignored it. We have continued to put resources of management and of manpower into it and really from an operations standpoint, we have really not changed the way we have operated that business, so we are – have continued to do price adjustments as necessary. We have continued to add capacity for back haul to keep the customers able to have a positive experience with their broadband, so from an operations standpoint, there’s not really been any deterioration at all. As far as the process, it is really more a function of credit markets. Realistically, we are not going to be selling this to a larger player. We are going to be selling it to a smaller player than ourselves. And basically it's just been finding the right buyer who has the right credit profile that can finance this acquisition. And so we do have several people who are strongly interested in the property. It's just working with them to help them find the way to be able to finance it. Barry Sine – Capstone Investments: And then my last question is on the cable properties you acquired in late '08 in terms of the upgrade process. You gave us a good amount of information during the scripted part of the call. If you could go back and look at, let's say some of the earliest markets that you upgraded and give us some metrics. How has that upgraded impacted things like penetration, how has penetration changed? How have things like ARPU changed? And I think you also said that you have added a number of key services like Voice over IP, so I guess there is still additional upside in terms of where you are in ARPU and even in the earliest upgraded markets.

No question about that. Rapid was not selling bundles per se. They primarily had just video. There were a couple of them in the markets where they had launched, an Internet product but because they had not put sufficient resources behind it to have adequate backhaul, their product was pretty weak in the marketplace. So they had a relatively small number of Internet customers. What we have seen in the markets that we have upgraded is a substantial number of the existing customers are upgrading from analog to the digital tier. We are seeing good adoption of our second product and lot of interest in the Voice over IP product. And we have actually deployed in every market except for those that were upgraded right at the end of the year because weather has kind of gotten us, is we actually have deployed a door-to-door sales organization, which we’ve had very good response from, because we have been able to tell the Shentel story, not only are we selling a product but we are kind of unselling what has been in the marketplace for a while, which was an inferior product to say the least. What we have also found, which has been very encouraging to us, is our direct mail pieces. Nationally if you get a 1 to 2% response to a direct mail piece, that's considered a successful direct mail piece, we are seeing responses in the 4 to 5% range, which once again tells us that customers are interested in our product and will purchase it when they – especially when the word-of-mouth gets out that Shentel truly has changed the complexion of cable in their community. And the good news is that these are small communities and the word-of-mouth travels very quickly. So, but now I'll always remind my staff that bad news travels twice as fast as good news, so that we are working very, very hard as we are launching each one of these systems that we have done everything, all the testing has been done and we are in a position to launch a quality product. And to date every one of the launches have been successful, and I’d say each one has been more successful than the last, because we’ve been able to do it faster with fewer issues that we’ve had to deal with post update. Barry Sine – Capstone Investments: Could you give us any numbers in terms of what has been the change in penetration and the change in ARPU on the first market you went into and upgraded?

Barry, I don't have that right in front of me, but basically we have seen at least a 10% increase in ARPU, primarily because of the upgrade, and that's without the bundle. But if I just look at on the video RGU, we have seen about a 10% increase, simply because of people migrating from the lower level services, and in some markets they didn't offer digital tier up to the digital tier. Barry Sine – Capstone Investments: And penetration?

I would say, and I don't have the numbers in front of me, but I think our penetration has gone up at least five percentage points in the first couple of market that we have launched. Barry Sine – Capstone Investments: Okay, great. Thank you very much.

We will take our next question from Greg Burns with Sidoti & Company. Greg Burns – Sidoti & Company: Good morning.

Good morning.

Good morning. Greg Burns – Sidoti & Company: In regards to the prepaid product, if Sprint gives you guys the go ahead, do you have the systems and capabilities in place to rollout that right away or is it going to take some additional spending on your part to ramp up for that program?

Greg, the answer is, no. We will not have to spend any additional dollars or time because we will just, as we do for all of our other back offices related to our Sprint relationship, we just use the Sprint back office. So once that contract is completed, we will be able to start selling that product immediately. Greg Burns – Sidoti & Company: Okay. And just back to the cable segment. Do you have any target on when you think this – the acquired assets will, I guess, turn profitable for the company?

I believe – we haven't really provided anything but, these were very, very damaged properties with very low penetration. We had penetration rates approximately 30% of homes passed were buying one RGU. We expect it will be several years before we are going to be in a position where we will see this to be profitable, although we expect that cash flows will improve before that. Greg Burns – Sidoti & Company: Okay. Thank you.

We will take our next question from Will Lauber with Sterling Capital Management. Will Lauber – Sterling Capital Management: Hi. On the Clearwire situation just to I make sure I understand that’s right, you guys aren’t paying any of the CapEx. What would be the profitability to you as compared to your normal customer, normal data cards?

Well, this is Earle. Obviously the margin will not be as high as it is on our own 3G because we will be paying an MVNO fee to Clearwire through Sprint for those customers. So we won’t be selling a 4G only card because if we were only selling a 4G only card, we basically would be selling – just being an agent for them. The combination 3G, 4G card, we will own the customer. We will pay through Sprint a fee to Clearwire for use for the 4G usage that, that customer has, and obviously the 3G usage the customer has will be on our own network because what we are talking about here is just a fairly narrow slice of our service area that’s adjacent to the Philly market that will have 4Gs. So, if any of those customers travel west, they will only have a 3G option on our network. So we don’t believe that this is going to be a product that will be popular in all of our stores or all of our service areas. It will primarily be those distribution points that are in the Harrisburg and York area Will Lauber – Sterling Capital Management: Okay. And in that area, Clearwire or Sprint cannot sell, is that correct?

Well, Sprint would not sell because we are Sprint there. There’s nothing that precludes Clearwire if they choose to, to opening their own distribution – company owned distribution or getting third parties, but realistically it’s going to be quite difficult for them because most of the current distribution channels in any market are either tied up by AT&T, Verizon, ourselves, T-Mobile and most of us have – many of us have exclusive agreements with our third parties. So, although it doesn’t preclude them from doing it, I think there will be limited opportunities for them especially in smaller markets like ours. Will Lauber – Sterling Capital Management: Okay. And they wouldn’t be able to sell the 3G compatible card; is that correct or no?

They could, but that would be because of a relationship that they have through Sprint and if they did sell a 3G, 4G card and the customer used the 3G on our network, they would have to pay for that usage just like we pay them for the 4G usage on their network. Will Lauber – Sterling Capital Management: Okay. On the Rapid acquisition, can you guys give an update kind of as to what your original business case was and how things are progressing? Is it better than you expected, the same or worse?

I guess kind of breaking it into two parts, from the – how quickly we thought we were going to be able to upgrade the networks, I think we are probably four months behind our timeline there and that’s primarily due to the make-ready timeline it took us. We underestimated the amount of time it would take the electric companies who we share poles with, or Verizon in the case of if the pole is owned by the telephone company, to get the poles ready for us to do our construction on. And so it's probably been about four months delay there. What we have found, though, once we have converted the network and upgraded it, our expectations have either met or exceeded – the results have met or exceeded our expectations as far as the number of RGUs that we have been able to put on and the number of upgrades that we have been able to have on existing customers. So net-net, little behind as far as the timeline, but at or above as far as adding customers. Will Lauber – Sterling Capital Management: Okay. I think I'll ask this, the same question one of the previous callers answered but maybe in a different way. I guess these last couple of years have been heavy investment years, and I guess going forward that's going to start slowing down, which will open up a lot of cash flow. I'm not necessarily asking about the debt, I'm more asking about the cash flow, and whether you guys can give any color as to whether its acquisitions, increased dividend, anything like that on the cash usage?

We are actively considering all of those options and the Board will assess whether or not we can grow through acquisitions at a rate that they find acceptable. If not, I'm sure they will strongly consider returning funds to shareholders. And as soon as we've made that determination, I'm sure we will share it with our investors. Will Lauber – Sterling Capital Management: Okay. I guess along those lines, if it would be an increased dividend, I think I’d ask – I talked with Adele about this before, but you're one of the few companies I know that only pays it on a yearly basis. And I don't know, is this – would there be a lot of cost to go up to – administratively to do it on a quarterly basis? I don't know, it seem like getting that information out a little bit earlier rather than just once a year might be better for kind of disclosure and might entice some more shareholders into the mix.

We will certainly take that into account in our ongoing conversations with the Board. Will Lauber – Sterling Capital Management: Okay. Thank you.

(Operator Instructions) And we will take a follow-up question from Ric Prentiss with Raymond James. Ric Prentiss – Raymond James: Thanks. Just couple extra questions for you. I think, Chris, and Earle, you both have mentioned how the economy had affected ads and the economic headwinds. Can you update us a little bit about what you're seeing in the economy right now and also from the competitive front?

Ric, this is Earle. We don't have the same level of unemployment in our markets that is being seen nationally. We are heavily influenced by Washington, Baltimore and Philadelphia. We have seen kind of mid to upper single digit unemployment, and I think that probably part of the reflection of the economic strength of our area is our bad debt, the fact that our absolute amount of bad debt has dropped during – between 2008 and 2009, I think is a pretty good reflection of two things, number one, even though it’s a tougher economy than it has been historically, it’s certainly not as bad as many pockets in the United States. And also I think it goes to the quality of our customer base, the fact that we have had fairly high credit standards all along and we have gone after the higher quality customer, it doesn’t mean that somebody in that position doesn’t lose their job, but generally we have had a customer that pays their bill pretty religiously. I think the other part of it is just maybe the ethics of the people who are generally in our service areas, more small town, rural areas. They tend to pay their bills because they can’t be anonymous, and so generally we see a fairly good result from that. As far as kind of looking forward and what’s happening in the marketplace and what’s happening competitively, I don’t know that our results are that different than nationwide. AT&T and Verizon are very, very dominant, they are outstanding, Sprint nationally in advertising by quite a margin. They have got momentum on their side. The iPhone is very, very strong and, although we have some very great phones in our inventory, they do not have the same cache as an iPhone. And we have used numerous times here that we have customers who leave us to buy an iPhone where AT&T doesn’t even have a 3G network where we do have a 3G network. So we do see ports out to AT&T and Verizon, but we have reached kind of a point of semi-saturation in this marketplace at this point, so our gross adds and our net adds are coming from AT&T and Verizon. And so, although, there’s the give-and-take, I think nationally, Sprint has been in a net loss position within our area, we have been in a net positive position picking up customers from both Verizon, AT&T, but also from T-Mobile and US Cellular. Ric Prentiss – Raymond James: Any sense of the economy getting any better, also when you look at the wire line side and the cable side, any sense that small businesses or consumers are starting to open up their pockets in your area?

I don’t know that we have seen a huge shift, but I think what has benefited us is in all of our segments we have basic services that people kind of view as necessity. Ten years ago they wouldn’t have reviewed broadband or wireless necessarily as a necessity, but in today’s environment they do. And so, what I find interesting is these net adds that we have had in our cable business, our biggest cable markets are West Virginia. West Virginia is not historically thought of as a wealthy state, but this is a primary entertainment for people in these smaller communities, and so now that a more robust entertainment option is there they are stepping up and they are buying it, and they are making that decision in their own personal budget that they are going to have a larger percentage go towards either broadband and video or a combination thereof. And so, we have got to be sensitive to that. Obviously, we work very hard not to oversell the customer something that they can’t afford. If they come back to us, we work with them to get them on a price plan that works for them, but I think generally we are pretty encouraged that we are seeing this continued growth even in an area where – a period of time where people are probably a little less anxious to spend an additional dollar. Ric Prentiss – Raymond James: Okay. And then you had also mentioned, Earle, when you went over the gross build revenue for sub, how it had dropped about a $1.50 year to year on the quarter. What is your sense as we look out to 2010 as what ARPU is going to look like on the postpaid side? Obviously prepaid will look a lot different when you introduce that.

I think that we will see the drop slowdown because I think what we saw, particularly in the end of last year was existing customers relooking at their pricing options because of the Any Mobile, Anytime. That's incredibly powerful. And with more and more people calling folks with wireless phones rather than wireline phone, and the fact that now Sprint has this program that you can call virtually any wireless phone, and it not count against your minutes, people are dropping down from the higher minutes with data included to the lower minutes with data included. We are still getting that data component which is very, very important to us. We thought back if we had not made the investment in EVDO, our ARPU would look very, very different than it does today. But, yes, we haven't had a dollar for dollar or penny for penny offset by data with what we have lost in voice, but we certainly have cushioned that shift, I think in usage patterns by the industry in general from voice to data, and we are kind of riding the crest of that right now, and I think we’ll continue to see that. We still have less than 20% of our phones are smartphones, and have this kind of industry-leading average data revenue per customer. So as more and more customers are buying smartphones and we have seen an increase towards the end of 2009, we see an opportunity for the data component to continue to grow. Ric Prentiss – Raymond James: Great. And two quick ones for Adele. Sorry I'm traveling, I didn't notice. Has the 10-K been filed or when do you expect to?

The K will be filed on Monday before the market opens. Ric Prentiss – Raymond James: And this time around are you guys not an accelerated file or just we had that big flurry that almost killed us last Thursday, Friday. Just wondering will you be back in the kind of normal timeframes or still kind of post normal timeframes?

At this time of year there is a concern about timing, things relative to printing our annual report and so forth, so you can expect the Qs will be more like what you've seen in previous years. Ric Prentiss – Raymond James: Perfect. Thanks guys.

Thank you.

And we have no further questions in our queue. I’d like to turn the call back over to Ms. Skolits for closing remarks.

Thank you for participating. I extend an invitation to each of you to let me know if there are additional details you would like to see on future calls. My contact information was provided on the press release. Thanks again.

And again, ladies and gentlemen, this does conclude today's conference. We thank you for your participation. You may now disconnect.