UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 16, 2012
Frontier Communications Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-11001 | 06-0619596 |
| (Commission File Number) | (IRS Employer Identification No.) |
| | |
| 3 High Ridge Park, Stamford, Connecticut | 06905 |
| (Address of principal executive offices) | (Zip Code) |
(203) 614-5600
(Registrant’s telephone number, including area code)
_________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On February 16, 2012, Frontier Communications Corporation (“Frontier” or the “Company”) issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in Item 2.02 of this Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 7.01. | Regulation FD Disclosure |
In connection with the Company’s conference call to be held at 4:30 p.m. on February 16, 2012, officers of the Company will be reviewing certain materials regarding fourth-quarter and year-end 2011 results. A copy of the materials is attached hereto as Exhibit 99.2.
As a convenience to investors, Frontier is furnishing in Exhibit 99.3 unaudited actual financial and operating data for Frontier, including financial and operating data for the properties acquired from Verizon Communications Inc. (“Verizon”) on July 1, 2010 following the spin-off of New Communications Holdings Inc. (“Spinco”), a subsidiary of Verizon, and the subsequent merger of Spinco with and into Frontier, with Frontier continuing as the surviving corporation (the “Merger”). At the effective time of the Merger, Spinco held defined assets and liabilities of the local exchange business and related landline activities of Verizon in Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin and in portions of California bordering Arizona, Nevada and Oregon.
The unaudited information in Exhibit 99.3 has been updated from previously provided information to reflect the financial and operating data for Frontier for the fourth quarter of 2011.
The information furnished in Item 7.01 of this Form 8-K and in Exhibits 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| | 99.1 | Press Release of Frontier released February 16, 2012. |
| | 99.2 | Presentation regarding fourth quarter and year-end 2011 results. |
| | 99.3 | Unaudited actual financial and operating data for Frontier, including certain financial and operating data for the properties acquired from Verizon in the Merger. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FRONTIER COMMUNICATIONS CORPORATION |
| | |
| Date: February 16, 2012 | By: /s/ Susana D’Emic |
| | Susana D’Emic |
| | Senior Vice President and |
| | Controller |
| | |
