10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:29
Management's Discussion and Analysis of Financial Condition and Results of Operations
Frontier Communications Parent, Inc. is a leading communications and technology provider offering broadband services to approximately 3.3 million broadband customers, with approximately 12,700 employees, operating in 25 states as of September 30, 2025. We are building critical infrastructure across the country with our fiber-optic network and cloud-based solutions, enabling secure high-speed connections. Driven by our purpose of Building Gigabit AmericaTM, we are focused on supporting a digital society, closing the digital divide, and working toward a more sustainable environment.
Business Overview
In 2020, we began the expansion and transformation of our fiber network to meet the rapidly increasing demand for data from our consumer and business customers. We believe that a fiber network has competitive advantages to meet this growing demand, including faster download speeds, faster upload speeds, and lower latency levels than alternative broadband services.
In August 2021, we announced our plan to pass 10 million total locations with fiber. As of September 30, 2025, we have passed approximately 8.8 million total locations with fiber. We prioritize our activities to locations that we believe will provide the highest investment returns. As we implement our fiber expansion plan, we expect our business mix will shift significantly, with a larger percentage of revenue coming from fiber.
Our strategy focuses on four strategic priorities: fiber deployment, fiber penetration, improving the customer experience, and operational efficiency. We accomplished the following objectives in the third quarter of 2025:
We added approximately 326,000 fiber passings. As of September 30, 2025, we had approximately 8.8 million total locations passed with fiber.
We added 133,000 fiber broadband customer net additions.
We achieved over $600 million of cumulative run-rate cost savings as a result of our operational efficiency initiatives.
On September 4, 2024 we entered into the Merger Agreement with Verizon, pursuant to which, subject to certain terms and conditions therein, Verizon will acquire Frontier for $38.50 per share in cash, representing a premium of 43.7% to Frontier's 90-Day volume-weighted average share price (VWAP) on September 3, 2024, the last full trading day prior to published market speculation regarding a potential sale of Frontier. Subject to receipt of certain required regulatory approvals and other customary conditions specified in the Merger Agreement, we currently expect the Merger to close by the first quarter of 2026. See Note 2 - ''Merger Agreement'' to the Consolidated Financial Statements included in Part I of this Quarterly Report for more detail.
Our fiber build plans include significant expenditures which could be adversely impacted by supply chain delays, actual or perceived inflation, trade tariffs and disputes, tight labor markets, increased fuel and electricity costs, increased cost of borrowing, and other risks. In addition to higher costs, the availability of building materials and other supply chain risks, including any effects of announced tariffs and changes in U.S. trade policy, could negatively impact our ability to achieve the fiber build plans we are executing against.
Current uncertainties about increases in tariffs of imported products from certain countries may have an adverse effect on our Company. The U.S. government has recently imposed tariffs on most U.S. trading partners and raised U.S. tariff rates. The ultimate impact of any tariffs will depend on various factors, including how long such tariffs remain in place, the ultimate levels of such tariffs and how other countries respond to the U.S. tariffs. While we are evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, this may increase our costs to build and make customer connections and repairs.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
We continue to closely monitor and evaluate the impact these and other factors may have on our business, including demand for our products and services, our ability to execute on our strategic priorities and our financial condition and results of operations.
Financial Overview - Operating Income
We reported operating income of $117 million and $86 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $31 million.
We reported operating income of $237 million and $267 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $30 million.
Operating income decreased primarily due to increased depreciation expense associated with the continued investment in our fiber network. Growth in fiber data and internet service revenue more than offset decreases in revenue from voice and video services, resulting in $61 million and $169 million overall revenue growth during the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024.
Presentation of Results of Operations
The sections below include tables that present customer counts, average monthly consumer revenue per customer ("ARPC"), average monthly revenue per unit ("ARPU"), and consumer customer churn. We define churn as the number of consumer customer deactivations during the month divided by the number of consumer customers at the beginning of the month and utilize the average of each monthly churn in the period. Management believes that consumer customer counts, ARPC, ARPU, and consumer customer churn are important factors in evaluating our consumer customer trends. Among the key services we provide to consumer customers are voice service, data service and video service. We continue to explore the potential to provide additional services to our customer base, with the objective of meeting our customers' communications needs.
The following section should be read in conjunction with the unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2024. The following charts present key customer metrics, disaggregation of revenue, and the results of operations of the consolidated company.
(a)Results of Operations
Unless otherwise indicated, the discussion of the customer metrics and components of operating income for the table that follows relates only to the financial results for the three and nine months ended September 30, 2025, as compared to the financial results for the three and nine months ended September 30, 2024.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Customer Trends
|
As of or for the three months ended September 30, |
||||||||
|
(Customer and Employee Metrics in thousands) |
2025 |
2024 |
||||||
|
Broadband Customer Metrics |
||||||||
|
Fiber Broadband |
|
|
||||||
|
Consumer customers |
2,597 |
|
|
2,157 |
||||
|
Business and wholesale customers (1) |
161 |
138 |
||||||
|
Consumer net customer additions |
125 |
104 |
||||||
|
Consumer customer churn |
1.41% |
|
|
1.49% |
||||
|
Consumer customer ARPU |
$ |
68.59 |
|
|
$ |
65.40 |
||
|
Copper Broadband |
||||||||
|
Consumer customers |
481 |
|
|
666 |
||||
|
Business and wholesale customers (1) |
69 |
|
|
96 |
||||
|
Consumer net customer losses |
(45) |
(55) |
||||||
|
Consumer customer churn |
2.57% |
|
|
2.37% |
||||
|
Consumer customer ARPU |
$ |
65.17 |
|
|
$ |
59.16 |
||
|
Consumer Customer Metrics |
|
|
||||||
|
Customers |
3,335 |
3,176 |
||||||
|
Net customer additions |
52 |
|
|
22 |
||||
|
ARPC |
$ |
83.19 |
$ |
83.12 |
||||
|
Customer Churn |
1.76% |
|
|
1.80% |
||||
|
|
|
|||||||
|
Other Metrics |
|
|
||||||
|
Employees |
12,679 |
|
|
12,950 |
||||
|
For the nine months ended September 30, |
||||||||
|
(Customer and Employee Metrics in thousands) |
2025 |
2024 |
||||||
|
Broadband Customer Metrics |
||||||||
|
Fiber Broadband |
||||||||
|
Consumer net customer additions |
348 |
279 |
||||||
|
Consumer customer churn |
1.30% |
|
|
1.38% |
||||
|
Consumer customer ARPU |
$ |
68.48 |
|
|
$ |
65.41 |
||
|
Copper Broadband |
||||||||
|
Consumer net customer losses |
(131) |
(156) |
||||||
|
Consumer customer churn |
2.30% |
|
|
2.11% |
||||
|
Consumer customer ARPU |
$ |
64.27 |
|
|
$ |
57.86 |
||
|
Consumer Customer Metrics |
||||||||
|
Net customer additions (losses) |
142 |
47 |
||||||
|
ARPC |
$ |
84.02 |
$ |
83.51 |
||||
|
Customer Churn |
1.62% |
1.64% |
||||||
|
(1) |
Business and Wholesale customers include our small, medium business, larger enterprise (SME) customers and wholesale subscribers. |
|||||||
We provide service and product options in our consumer and business offerings in each of our markets.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Fiber Broadband Customers
Our investment strategy is focused on expanding our fiber network. In conjunction with this strategy, we are also working to improve our product positioning in both existing and new fiber markets.
For the three and nine months ended September 30, 2025, we added approximately 125,000 and 348,000 consumer fiber broadband customers, compared to 104,000 and 279,000 net additions for the three and nine months ended September 30, 2024, respectively. Customers who migrated from our copper base constituted a minor portion of these consumer fiber broadband customer net additions for the three and nine months ended September 30, 2025.
For the three and nine months ended September 30, 2025, we added approximately 8,000 and 18,000 business and wholesale fiber broadband customers compared to approximately 4,000 and 9,000 net additions for the three and nine months ended September 30, 2024, respectively.
Our focus on expanding and improving our fiber network has contributed to improved customer retention. Our average monthly consumer fiber broadband churn was 1.41% and 1.30% for the three and nine months ended September 30, 2025, compared to 1.49% and 1.38% for the three and nine months ended September 30, 2024, respectively. This improvement was driven by increased focus on key customer touchpoints such as installation and first bill as well as inflation-related pricing actions and promotional pricing expiration.
oThe average monthly consumer fiber broadband revenue per customer ("consumer ARPU") increased $3.19, or 5%, to $68.59 and $3.07, or 5%, to $68.48 for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods.
oThe increase in consumer ARPU for the three and nine months ended September 30, 2025 was due to customer shifts to higher broadband speeds, customers rolling off promotional pricing, and inflation-related price increases, all partially offset by increased retention activity and autopay take rates.
Copper Broadband Customers
For the three and nine months ended September 30, 2025, we lost approximately 45,000 and 131,000 consumer copper broadband customers compared to a loss of approximately 55,000 and 156,000 for the three and nine months ended September 30, 2024, respectively.
For the three and nine months ended September 30, 2025, we lost approximately 7,000 and 21,000 business and wholesale copper broadband customers, compared to a loss of approximately 6,000 and 18,000 in the three and nine months ended September 30, 2024, respectively.
Our average monthly consumer copper broadband churn was 2.57% and 2.30% for the three and nine months ended September 30, 2025, compared to 2.37% and 2.11% for the three and nine months ended September 30, 2024, respectively. The increase in consumer copper broadband churn was driven primarily by the impact of inflationary price increases.
Consumer Customers
Consumer customers increased 5% as of September 30, 2025, as compared to the prior year period.
Consumer customer gains were driven by net additions of fiber broadband customers, partially offset by reductions in our copper broadband and stand-alone voice customers. Customer preferences as well as our fiber investment initiatives resulted in an increase in the number of our consumer broadband customers and a migration of our customer base to fiber.
We gained approximately 52,000 and 142,000 consumer customers for the three and nine months ended September 30, 2025, compared to a gain of approximately 22,000 and 47,000 consumer customers for the
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
three and nine months ended September 30, 2024, respectively,driven by growth in fiber broadband customers, partially offset by losses in copper broadband, voice and video customers.
For the three and nine months ended September 30, 2025, we experienced a net gain of consumer broadband customers of approximately 80,000 and 217,000 as compared to a net gain of approximately 49,000 and 123,000 for the three and nine months ended September 30, 2024, respectively.
The average monthly consumer revenue per customer ("consumer ARPC") increased $0.07, or 0.1%, to $83.19 and $0.51, or 1%, to $84.02 for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods. The increase for the three and nine month periods was driven primarily by growth in fiber data and value-added services along with price increases, partially offset by declines in voice and video services.
Financial Results
|
For the three months ended |
% |
For the nine months ended |
% |
||||||||||||||||
|
($ in millions) |
2025 |
2024 |
Change |
2025 |
2024 |
Change |
|||||||||||||
|
Data and Internet services |
$ |
1,120 |
$ |
1,004 |
12 |
% |
$ |
3,254 |
$ |
2,934 |
11 |
% |
|||||||
|
Voice services |
272 |
301 |
(10) |
% |
844 |
934 |
(10) |
% |
|||||||||||
|
Video services |
63 |
83 |
(24) |
% |
205 |
265 |
(23) |
% |
|||||||||||
|
Other |
78 |
83 |
(6) |
% |
247 |
250 |
(1) |
% |
|||||||||||
|
Revenue from contracts with customers |
1,533 |
1,471 |
4 |
% |
4,550 |
4,383 |
4 |
% |
|||||||||||
|
Subsidy and other revenue |
17 |
18 |
(6) |
% |
50 |
48 |
4 |
% |
|||||||||||
|
Revenue |
$ |
1,550 |
$ |
1,489 |
4 |
% |
$ |
4,600 |
$ |
4,431 |
4 |
% |
|||||||
|
Operating expenses: |
|||||||||||||||||||
|
Cost of service |
547 |
538 |
2 |
% |
1,600 |
1,576 |
2 |
% |
|||||||||||
|
Selling, general, and administrative expenses |
395 |
427 |
(7) |
% |
1,318 |
1,304 |
1 |
% |
|||||||||||
|
Depreciation and amortization |
470 |
410 |
15 |
% |
1,372 |
1,196 |
15 |
% |
|||||||||||
|
Restructuring costs and other charges |
21 |
28 |
(25) |
% |
73 |
88 |
(17) |
% |
|||||||||||
|
Total operating expenses |
$ |
1,433 |
$ |
1,403 |
2 |
% |
$ |
4,363 |
$ |
4,164 |
5 |
% |
|||||||
|
Operating income |
117 |
86 |
36 |
% |
237 |
267 |
(11) |
% |
|||||||||||
|
Consumer |
826 |
789 |
5 |
% |
2,464 |
2,365 |
4 |
% |
|||||||||||
|
Business and Wholesale |
707 |
682 |
4 |
% |
2,086 |
2,018 |
3 |
% |
|||||||||||
|
Revenue from contracts with customers |
$ |
1,533 |
$ |
1,471 |
4 |
% |
$ |
4,550 |
$ |
4,383 |
4 |
% |
|||||||
|
Fiber revenue |
956 |
867 |
10 |
% |
2,808 |
2,512 |
12 |
% |
|||||||||||
|
Copper revenue |
577 |
604 |
(4) |
% |
1,742 |
1,871 |
(7) |
% |
|||||||||||
|
Revenue from contracts with customers |
$ |
1,533 |
$ |
1,471 |
4 |
% |
$ |
4,550 |
$ |
4,383 |
4 |
% |
|||||||
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
REVENUE
The table below presents our revenue by technology for the periods indicated:
|
For the three months ended |
||||||||||||||
|
September 30, |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Fiber |
$ |
956 |
$ |
867 |
$ |
89 |
10 |
% |
||||||
|
Copper |
577 |
604 |
(27) |
(4) |
% |
|||||||||
|
Revenue from contracts with customers (1) |
1,533 |
1,471 |
62 |
4 |
% |
|||||||||
|
Subsidy revenue |
17 |
18 |
(1) |
(6) |
% |
|||||||||
|
Total revenue |
$ |
1,550 |
$ |
1,489 |
$ |
61 |
4 |
% |
||||||
|
For the nine months ended |
||||||||||||||
|
September 30, |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Fiber |
$ |
2,808 |
$ |
2,512 |
$ |
296 |
12 |
% |
||||||
|
Copper |
1,742 |
1,871 |
(129) |
(7) |
% |
|||||||||
|
Revenue from contracts with customers (1) |
4,550 |
4,383 |
167 |
4 |
% |
|||||||||
|
Subsidy revenue |
50 |
48 |
2 |
4 |
% |
|||||||||
|
Total revenue |
$ |
4,600 |
$ |
4,431 |
$ |
169 |
4 |
% |
||||||
(1)Includes lease revenue of $12 million and $38 million for the three and nine months ended September 30, 2025 and $13 million and $40 million for the three and nine months ending September 30, 2024, respectively.
Our revenue streams are primarily a result of recurring data, voice, and video services delivered over our network. Revenues are considered fiber or copper based on the "last-mile" technology used to connect the customer location. With our investment strategy to expand and improve our fiber network and the corresponding fiber focus of our sales and marketing efforts, we are experiencing growth in fiber revenue and a decline in copper revenue. We expect this trend to continue and accelerate due to strong fiber demand and the migration of customers from copper to fiber as we expand our fiber network.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
The table below presents our revenue for our consumer and business and wholesale customers for the periods indicated:
|
For the three months ended |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Consumer |
$ |
826 |
$ |
789 |
$ |
37 |
5 |
% |
||||||
|
Business and Wholesale |
707 |
682 |
25 |
4 |
% |
|||||||||
|
Revenue from contracts with customers (1) |
1,533 |
1,471 |
62 |
4 |
% |
|||||||||
|
Subsidy and other revenue |
17 |
18 |
(1) |
(6) |
% |
|||||||||
|
Total revenue |
$ |
1,550 |
$ |
1,489 |
$ |
61 |
4 |
% |
||||||
|
For the nine months ended |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Consumer |
$ |
2,464 |
$ |
2,365 |
$ |
99 |
4 |
% |
||||||
|
Business and wholesale |
2,086 |
2,018 |
68 |
3 |
% |
|||||||||
|
Revenue from contracts with customers (1) |
4,550 |
4,383 |
167 |
4 |
% |
|||||||||
|
Subsidy and other revenue |
50 |
48 |
2 |
4 |
% |
|||||||||
|
Total revenue |
$ |
4,600 |
$ |
4,431 |
$ |
169 |
4 |
% |
||||||
(1)Includes lease revenue of $12 million and $38 million for the three and nine months ended September 30, 2025 and $13 million and $40 million for the three and nine months ended September 30, 2024, respectively.
We conduct business with a range of consumer, business and wholesale customers and we generate both recurring and non-recurring revenues. Recurring revenues are primarily billed at fixed recurring rates, with some services billed based on usage. Revenue recognition is not dependent upon significant judgments by management.
Consumer
For the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024:
Consumer revenues were up 5% and 4% for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024. The revenue growth was the result of growth in fiber data and value-added service revenues along with inflationary price increases, offset by declines in voice, video, and copper broadband.
oConsumer fiber broadband revenues increased 26% for both the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024.
oThis improvement is a result of higher consumer fiber broadband ARPU as well as increased consumer fiber broadband net customer additions due to our expanded fiber footprint and continued focus on product positioning in both new and existing markets.
Consumer copper broadband revenues declined approximately 20% and 19% for the three and nine months ended September 30, 2025 as compared to the prior year periods. As our copper footprint transitions to fiber, we expect fewer copper sales opportunities and will proactively migrate certain existing broadband customers from copper to fiber, both of which will reduce our copper customer base and revenues.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Business and Wholesale
Our business and wholesale revenues were up 4% and 3% for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods. This increase was driven by increases in data and internet services, partially offset by decreases in voice services revenue, predominantly in business. The increase in data and internet services was due to unit price increases in network access services and the continued growth of our fiber broadband customer base with a shift towards higher broadband speeds.
The table below presents our revenue by product and service type for the periods indicated:
|
For the three months ended September 30, |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Data and Internet services |
$ |
1,120 |
$ |
1,004 |
$ |
116 |
12 |
% |
||||||
|
Voice services |
272 |
301 |
(29) |
(10) |
% |
|||||||||
|
Video services |
63 |
83 |
(20) |
(24) |
% |
|||||||||
|
Other |
78 |
83 |
(5) |
(6) |
% |
|||||||||
|
Revenue from contracts with customers (1) |
1,533 |
1,471 |
62 |
4 |
% |
|||||||||
|
Subsidy and other revenue |
17 |
18 |
(1) |
(6) |
% |
|||||||||
|
Total revenue |
$ |
1,550 |
$ |
1,489 |
$ |
61 |
4 |
% |
||||||
|
For the nine months ended September 30, |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Data and Internet services |
$ |
3,254 |
$ |
2,934 |
$ |
320 |
11 |
% |
||||||
|
Voice services |
844 |
934 |
(90) |
(10) |
% |
|||||||||
|
Video services |
205 |
265 |
(60) |
(23) |
% |
|||||||||
|
Other |
247 |
250 |
(3) |
(1) |
% |
|||||||||
|
Revenue from contracts with customers (1) |
4,550 |
4,383 |
167 |
4 |
% |
|||||||||
|
Subsidy and other revenue |
50 |
48 |
2 |
4 |
% |
|||||||||
|
Total revenue |
$ |
4,600 |
$ |
4,431 |
$ |
169 |
4 |
% |
||||||
(1)Includes lease revenue of $12 million and $38 million for the three and nine months ended September 30, 2025 and $13 million and $40 million for the three and nine months ended September 30, 2024, respectively.
We categorize our products, services, and other revenues into the following five categories:
Data and Internet Services
We provide data and Internet services to our consumer, business, and wholesale customers. Data and Internet services consist of fiber broadband services, copper broadband services, and network access revenues (data transmission services and dedicated high-capacity circuits including data services to wireless providers commonly called wireless backhaul). Network access services are provided primarily to our business and wholesale customers, while fiber and copper broadband are provided to all customer segments.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Our fiber expansion strategy has positively impacted data and Internet services. Fiber network expansion provides faster, symmetrical broadband speeds and provides both customer and revenue growth opportunities for fiber broadband and network access products like ethernet. We believe this initiative will create opportunities for us to provide more fiber-based services to our customers.
|
($ in millions) |
For the three months ended |
For the nine months ended |
|||||
|
Data and Internet services revenue, September 30, 2024 |
$ |
1,004 |
$ |
2,934 |
|||
|
Change in fiber broadband revenue |
113 |
322 |
|||||
|
Change in copper broadband revenue |
(25) |
(77) |
|||||
|
Change in other data and internet services |
28 |
75 |
|||||
|
Data and Internet services revenue, September 30, 2025 |
$ |
1,120 |
$ |
3,254 |
|||
Data and internet services revenue increased $116 million, or 12%, to $1,120 million and $320 million, or 11%, to $3,254 million, for the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods. The increase was driven by growth in fiber broadband and network access revenues, partly offset by declines in copper broadband revenue.
Voice services
We provide voice services consisting of traditional local and long-distance service and voice over Internet protocol (VoIP) service provided over our fiber and copper broadband networks. Voice services also include enhanced features such as call waiting, caller identification, and voice messaging services.
Voice services revenue declined $29 million, or 10%, to $272 million and $90 million, or 10%, to $844 million, for the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods. The decline was primarily due to net losses in business and consumer customers in addition to fewer customers bundling voice services with broadband as compared to the prior year periods, all partially offset by higher voice services ARPU.
Video services
Video services include revenues generated from traditional television (TV) services provided directly to consumer customers as well as satellite TV services provided through various satellite providers. Video services also include pay-per-view revenues, video on demand, equipment rentals, and video advertising. We have made the strategic decision to limit new subscriber sales of traditional TV services, focusing on our broadband products and OTT video options. We are partnering with OTT video providers and expect this to grow as OTT options are offered with our broadband products.
Video services revenue declined $20 million, or 24%, to $63 million and $60 million, or 23%, to $205 million, for the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods. The decline was primarily driven by traditional video customer losses, partially offset by price increases as compared to the prior year periods.
Other
Other customer revenue includes non-recurring equipment sales, network facility rental income, ancillary customer fees, directory listing services and switched access revenue. Switched access revenue includes revenue derived from allowing other carriers to use our network to originate and/or terminate their local and long-distance voice traffic. These switched access services are primarily billed on a minutes-of-use basis applying tariffed rates filed with the FCC or state agencies.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Other customer services revenue decreased $5 million, or 6%, to $78 million and $3 million, or 1%, to $247 million, for the three and nine months ended September 30, 2025, as compared to the prior year periods, driven by decreases in switched network access revenue and poles.
Subsidy and other revenue
Subsidy and other revenue was $17 million and $50 million for the three and nine months ended September 30, 2025, respectively, as compared to $18 million and $48 million for the three and nine months ended September 30, 2024, respectively.
OPERATING EXPENSES
The table below presents our operating expenses for the periods indicated:
|
For the three months ended |
|||||||||||||
|
September 30, |
$ Increase |
% Increase |
|||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
|||||||||
|
Operating expenses: |
|||||||||||||
|
Cost of Service |
$ |
547 |
$ |
538 |
$ |
9 |
2 |
% |
|||||
|
Selling, general, and administrative expenses |
395 |
427 |
(32) |
(7) |
% |
||||||||
|
Depreciation and amortization |
470 |
410 |
60 |
15 |
% |
||||||||
|
Restructuring costs and other charges |
21 |
28 |
(7) |
(25) |
% |
||||||||
|
Total operating expenses |
$ |
1,433 |
$ |
1,403 |
$ |
30 |
2 |
% |
|||||
|
For the nine months ended |
|||||||||||||
|
September 30, |
$ Increase |
% Increase |
|||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
|||||||||
|
Operating expenses: |
|||||||||||||
|
Cost of Service |
$ |
1,600 |
$ |
1,576 |
$ |
24 |
2 |
% |
|||||
|
Selling, general, and administrative expenses |
1,318 |
1,304 |
14 |
1 |
% |
||||||||
|
Depreciation and amortization |
1,372 |
1,196 |
176 |
15 |
% |
||||||||
|
Restructuring costs and other charges |
73 |
88 |
(15) |
(17) |
% |
||||||||
|
Total operating expenses |
$ |
4,363 |
$ |
4,164 |
$ |
199 |
5 |
% |
|||||
Cost of service
Cost of service expenses include access charges and other third-party costs directly attributable to connecting customer locations to our network, and video content costs. Such access charges and other third-party costs exclude depreciation and amortization, and employee related expenses.
Cost of service increased $9 million and $24 million, for the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods. The increases in cost of service expense were driven by outside service rate and electricity increases resulting from higher inflation and storm-related costs. These increases were partially offset by video content costs as a result of declines in video customers and non-renewal of certain content agreements.
Selling, General, and Administrative
Selling, general, and administrative expenses ("SG&A expenses") include the salaries, wages and related benefits and costs of corporate and sales personnel, travel, insurance, non-network related rent, advertising, and other administrative expenses.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
SG&A expenses decreased by $32 million for the three months ended September 30, 2025, as compared to the prior year periods. This decrease was primarily due to decreases in professional services, marketing and compensation, and insurance reimbursement for intellectual property legal expenses; offset by increases in commissions.
SG&A expenses increased by $14 million for the nine months ended September 30, 2025, as compared to the prior year periods. This increase was primarily due to increases in third-party commissions and other fees, primarily due to legal disputes and litigation settlements; offset by decreases in outside services, marketing, benefits and compensation and a settled dispute with the Chief Executive Officer of Frontier's predecessor company in the prior year.
Depreciation and Amortization
For the three and nine months ended September 30, 2025 depreciation and amortization expenses increased $60 million and $176 million, respectively, as compared to the prior year periods. The increased depreciation and amortization expense was driven by higher depreciation expense as a result of higher property, plant and equipment in service.
Restructuring costs and other charges
Restructuring costs and other charges consist of consulting and advisory fees, workforce reductions, transformation initiatives, and other restructuring expenses.
For the three and nine months ended September 30, 2025, restructuring costs and other charges decreased $7 million and $15 million, respectively, as compared to the three and nine months ended September 30, 2024, primarily due to lower severance and employee costs, pension/OPEB special termination benefit enhancement costs related to a voluntary severance program, and consulting and legal costs due to the Verizon merger and other restructuring activities.
Pension and Other post-employment benefits ("OPEB") costs
We allocate certain pension/OPEB expense to cost of service and SG&A expenses.
Total pension and OPEB service costs, excluding pension/OPEB special termination benefit enhancement were as follows:
|
For the three months ended September 30, |
For the nine months ended September 30, |
|||||||||||||
|
($ in millions) |
2025 |
2024 |
2025 |
2024 |
||||||||||
|
Total pension/OPEB expenses |
$ |
14 |
$ |
13 |
$ |
38 |
$ |
39 |
|
|||||
|
Less: costs capitalized into capital expenditures |
(5) |
(5) |
(13) |
(13) |
||||||||||
|
Net pension/OPEB expense |
$ |
9 |
$ |
8 |
$ |
25 |
$ |
26 |
|
|||||
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
OTHER NON-OPERATING INCOME AND EXPENSE
|
For the three months ended September 30, |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Investment and other income (loss), net |
$ |
(9) |
$ |
29 |
$ |
(38) |
(131) |
% |
||||||
|
Interest expense |
$ |
(198) |
$ |
(203) |
$ |
5 |
(2) |
% |
||||||
|
Income tax benefit |
$ |
(14) |
$ |
(6) |
$ |
(8) |
133 |
% |
||||||
|
For the nine months ended September 30, |
$ Increase |
% Increase |
||||||||||||
|
($ in millions) |
2025 |
2024 |
(Decrease) |
(Decrease) |
||||||||||
|
Investment and other income, net |
$ |
54 |
$ |
117 |
$ |
(63) |
(54) |
% |
||||||
|
Interest expense |
$ |
(595) |
$ |
(601) |
$ |
6 |
(1) |
% |
||||||
|
Income tax benefit |
$ |
(41) |
$ |
(13) |
$ |
(28) |
NM |
|||||||
|
NM - Not meaningful |
||||||||||||||
Investment and other income (loss), net
Investment and other income, net decreased by $38 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This decrease was primarily attributable to a loss on building sales of $19 million, a $16 million reduction in interest and dividend income, and a $2 million reduction in pension benefit during the three months ended September 30, 2025.
Investment and other income, net decreased by $63 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This decrease was primarily attributable to a $38 million decrease in interest and dividend income, which reflected lower average cash and short-term investment balances during the current quarter; a $14 million decrease in post-retirement remeasurement loss; a $19 million loss on building sales; and an $11 million decrease in Pension benefits; partially offset by a $19 million increase in pension remeasurement gain during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Interest expense
For the three and nine months ended September 30, 2025, interest expense increased $5 million and $6 million, respectively, as compared to the corresponding periods in 2024. The increase in interest expense was primarily driven by a higher debt balance.
Income tax expense
During the three and nine months ended September 30, 2025, we recorded an income tax benefit of $14 million and $41 million, on pre-tax loss of $90 million and $304 million, respectively. During the three and nine months ended September 30, 2024, we recorded an income tax benefit of $6 million and $13 million on pre-tax loss of $88 million and $217 million, respectively.
Our effective tax rates for the three and nine months ended September 30, 2025, was 15.2% and 13.5% and for the three and nine months ended September 30, 2024was 7.4% and 6.2%, respectively.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
(b) Liquidity and Capital Resources
As of September 30, 2025, we had liquidity of approximately $1,871 million, comprised of $336 million of cash and cash equivalents and the available capacity on our delayed draw term loan facility of $820 million and available capacity on our undrawn revolving credit facility of $715 million.
On December 31, 2024, our subsidiaries Frontier Tampa Bay FL Fiber 1 LLC ("Borrower") and Frontier SPE FL Guarantor LLC ("Guarantor") entered into a credit agreement (the "Warehouse Credit Agreement") with certain lenders that established and governs certain credit facilities (the "Warehouse Facilities") including (i) a delayed draw term loan facility (the "DDTL Facility") of $1.5 billion, less commitments reserved for letters of credit, and (ii) an incremental term loan facility under which the subsidiary borrower has the right to increase the commitments under the DDTL Facility by up to $750 million.
In connection with the establishment of the DDTL Facility, Frontier Issuer LLC canceled its agreement relating to the potential issuance of a $500 million Secured Fiber Network Revenue Variable Funding Notes, Series 2023-2, Class A-1 facility.
Analysis of Cash Flows
As of September 30, 2025, we had cash and cash equivalents aggregating $336 million. For the nine months ended September 30, 2025, we used cash flow from operations, cash on hand, and cash from borrowings principally to fund our cash investing and financing activities, which were primarily capital expenditures.
As of September 30, 2025, we had a working capital deficit of $2,198 million compared to a working capital deficit of $1,029 million at December 31, 2024. The primary drivers for the increase to the working capital deficit at September 30, 2025 were a decrease of $414 million in cash and cash equivalents, an increase in other current liabilities of $572 million, an increase in accounts payable and accrued liabilities of $216 million, and an increase of $59 million in accrued interest, partially offset by an increase in accounts receivable of $62 million and an increase in income taxes and other current assets of $33 million, as compared to the period ended December 31, 2024.
Cash Flows provided from Operating Activities
Cash flows provided from operating activities increased $173 million to $1,500 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The overall increase in operating cash flows was primarily the result of changes in depreciation and amortization and accounts payable and other liabilities offset by a decrease in profit.
We paid $2 million in net cash taxes during the nine months ended September 30, 2025, compared to $8 million in tax refunds received during the nine months ended September 30, 2024.
Cash Flows used by Investing Activities
Cash flows used by investing activities were $2,415 million for the nine months ended September 30, 2025, compared to cash flows used by investing activities of $898 million for the prior year period. The decrease was driven by $430 million in higher capital expenditures in the current year period and the non-recurrence of $1,075 million in sales of short-term investments in the prior year period as compared to the current year period.
Capital Expenditures
For the nine months ended September 30, 2025 and 2024, our capital expenditures were $2,421 million and $1,991 million, respectively. The increase in capital expenditures is offset by the decrease in capital related vendor financing payments.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Cash Flows used by Financing Activities
Cash flows provided from financing activities increased $619 million to $431 million for the nine months ended September 30, 2025as compared to the corresponding period in2024. The increase in financing activities was primarily driven by a decrease in long-term debt principal payments and a decrease in vendor financing payments in 2025.
Capital Resources
Our primary anticipated uses of liquidity are to fund the costs of operations, working capital and capital expenditures and to fund interest payments on our long-term debt. Our primary sources of liquidity are cash flows from operations, cash on hand and borrowing capacity under our $1,500 million DDTL Facility and $925 million Revolving Facility (as reduced by $210 million of revolver Letters of Credit and as reduced by $200 million of DDTL Facility letters of credit). As of September 30, 2025, there was $820 million of undrawn capacity under our DDTL Facility and $715 million of undrawn capacity under our Revolving Facility. In addition, we may draw up to an additional $150 million under the Convertible Note.
We have negotiated payment terms with certain of our vendors, (referred to as vendor financing), which are excluded from capital expenditures and reported as financing activities. As of September 30, 2025 and December 31, 2024 we had $0 million and $16 million, respectively, of vendor financing liabilities included in "Other current liabilities" on our consolidated balance sheet. Capital expenditures for the nine months ended September 30, 2025 were $2,421 million, and when including $16 million cash paid for vendor financing, capital investment was $2,437 million.
We have assessed our current and expected funding requirements and our current and expected sources of liquidity, and have determined, based on our forecasted financial results and financial condition as of September 30, 2025, that our operating cash flows and existing cash balances will be adequate to finance our working capital requirements, fund capital expenditures, make required debt interest and principal payments, pay taxes and make other payments over the next twelve months. A number of factors, including but not limited to, loss of customers, pricing pressure from increased competition, lower subsidy and switched access revenues, and the impact of economic conditions may negatively affect our cash generated from operations. If the closing of the Verizon transaction were to be delayed, we may pursue additional sources of liquidity, including accessing the Incremental Term Loan under the DDTL facility.
Credit Facilities and Term Loans
Revolving Facility
On May 22, 2024, Frontier Communications Holdings, LLC, a subsidiary of Frontier ("Frontier Holdings"), entered into an amendment (the "2024 Credit Agreement Amendment") to its existing credit agreement that governs its senior secured credit facility with certain revolving credit lenders (the "Revolving Facility") which, among other things, (i) increased the aggregate amount of certain additional obligations permitted to be outstanding, including first lien debt, and securitization and receivables facilities, and non-loan party debt, from $2,500 million to $5,500 million; provided that at least 40% of the net available cash from the first $1,915 million in securitization and receivables facilities received after May 22, 2024 (excluding net available cash received from drawings with respect to $500 million of commitments of Variable Funding Notes) is applied to prepay Frontier Holdings' existing term loans and other applicable indebtedness, and 100% of the net available cash from securitization and receivables facilities in excess thereof (up to the cap of $5,500 million) shall be applied to prepay Frontier Holdings' existing term loans and other applicable indebtedness; (ii) limited future securitizations and receivables facilities to assets located in Texas and/or Florida; and (iii) amended the financial maintenance covenant for the benefit of the Revolving Facility by, commencing with the period ending June 30, 2024, (a) including outstanding securitization and receivables facilities in the calculation of indebtedness and (b) increasing the maximum financial maintenance covenant leverage ratio thereunder to 5.25:1.00, with a step-down to 4.75:1.00 commencing with the period ending March 31, 2027, and continuing thereafter. The 2024 Credit Agreement Amendment became effective on July 1, 2024, when $402 million of net available cash from the securitization closing on such date was applied to prepay existing term loans.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
On July 30, 2024, Frontier Holdings entered into a further amendment to its existing credit agreement that governs its Revolving Facility, pursuant to which $50 million of revolving credit commitments of a terminating lender were replaced by $75 million of commitments from a new lender, increasing overall capacity from $900 million to $925 million. The maturity date of the Revolving Facility will be the earliest of (a) April 30, 2028, (b) 91 days prior to the maturity of the term loan facility, (c) unless such notes have been repaid and/or redeemed in full, the date that is 91 days prior to the stated maturity date of our 5.875% First Lien Notes due 2027, and (d) unless such notes have been repaid and/or redeemed in full, the date that is 91 days prior to the stated maturity date of our 5.000% First Lien Notes due 2028.
On March 18, 2025, Frontier Holdings entered into a further amendment to its existing credit agreement that governs its Revolving Facility which, among other things, (x) (i) lowers the margin over adjusted Term SOFR with respect to the Revolving Facility from 3.50% to 2.50% and (ii) lowers the margin over the alternative base rate with respect to the Revolving Facility from 2.50% to 1.50%, (y) revises the prepayment requirement with respect to the Term Facility to replace the $500 million prepayment exception for the funding of variable funding notes with a $500 million prepayment exception for funding pursuant to a qualified securitization facility and (z) provides for an additional prepayment exception with respect to the Term Facility for up to $135 million, subject to certain requirements and limitations.
Term Loan Facility
On January 14, 2025, Frontier Holdings entered into an amendment to its existing Term Loan Facility, which, among other things, (x) further lowered the margin over adjusted Term SOFR with respect to the Term Loan from 3.50% to 2.50% and (y) further lowered the margin over the alternative base rate with respect to the Term loan from 2.50% to 1.50%. On July 1, 2024, Frontier Holdings entered into an amendment to the Term Loan Facility which, among other things, extended the maturity date of $1.025 billion of the Term Loan to July 1, 2031 and eliminated the credit spread adjustment previously applicable to the Term Loan.
On March 18, 2025, Frontier Holdings entered into a further amendment to its existing credit agreement as described under "Revolving Facility" above.
Fiber Network Revenue Term Notes
On July 1, 2024, Frontier Issuer LLC ("Frontier Issuer"), the Company's limited-purpose, bankruptcy remote, subsidiary completed the issuance of $750 million aggregate principal amount of secured fiber network revenue term notes consisting of $530 million 6.19% Series 2024-1, Class A-2 term notes, $73 million 7.02% Series 2024-1, Class B term notes and $147 million 11.16% Series 2024-1, Class C term notes, each with an anticipated repayment term of seven years (collectively, the "Fiber Term Notes"). The Fiber Term Notes have a weighted average yield of approximately 7.4%. The Fiber Term Notes are secured by certain of Frontier's fiber assets and associated customer contracts in the North Texas Area, in addition to those in the Dallas Metropolitan Area contributed in the Series 2023-1 Notes offering.
Warehouse Facilities
On December 31, 2024 (the "Warehouse Effective Date"), Frontier Tampa Bay FL Fiber 1 LLC (the "Warehouse Borrower") and Frontier SPE FL Guarantor LLC, as guarantor (the "Warehouse Guarantor"), each a subsidiary of the Company, entered into a credit agreement (the "Warehouse Credit Agreement") with certain lenders that establishes and governs certain credit facilities (the "Warehouse Facilities"). The Warehouse Facilities include:
A delayed draw term loan facility (the "DDTL Facility") of $1.5 billion, less commitments reserved for letters of credit (the "Maximum DDTL Amount"). The DDTL Facility is available from the Warehouse Effective Date until the earlier of the full draw of the Maximum DDTL Amount or the third anniversary of the Warehouse Effective Date (such earlier date, the "DDTL Commitment Expiration Date"). To draw amounts under the DDTL Facility, the Warehouse Borrower must comply with a total leverage ratio of no more than 6.75:1.00 and a debt service coverage ratio of at least 2.00:1.00. Additionally, no defaults or other specified conditions may be continuing, and all conditions precedent for each extension of credit must be satisfied. The Warehouse Borrower must repay all outstanding amounts under the DDTL Facility due on the fifth anniversary
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
of the Warehouse Effective Date. The interest rate for the DDTL Facility is either, at the sole discretion of the Warehouse Borrower, for Base Rate Loans, (a) the highest of (i) the "U.S. Prime Lending Rate" published by the Wall Street Journal, (ii) the Federal Funds Effective Rate (as agreed to in good faith by the parties to the Warehouse Credit Agreement) plus 0.50%, and (iii) one-month Term SOFR plus 1.00% per annum, plus (b) 0.75%, with step-ups from and after the third anniversary, or, for SOFR Loans, Term SOFR plus 1.75%, with step-ups from and after the third anniversary. Optional prepayments are allowed without fees or penalties, subject to notice requirements. A portion of the DDTL Facility, up to $200 million, is reserved as a letter of credit sublimit.
An incremental term loan facility (the "Incremental Term Loan") under which the Warehouse Borrower has the right to increase the commitments under the DDTL Facility by up to $750 million after the DDTL Commitment Expiration Date. No lender is required to increase its commitment. The Warehouse Borrower must comply with all representations and warranties, and the terms of any Incremental Term Loan must be identical to those of the DDTL Facilities, including maturity, priority of liens, prepayment terms, and pricing.
In the event of default, an additional 2.00% per annum will be applied to overdue amounts. Fees include commitment fees on undrawn portions, letter of credit fees, and fronting fees. The Warehouse Facilities are secured by first-priority pledges of equity interests and security interests in substantially all owned tangible and intangible assets of the Warehouse Borrower and its guarantors, which consist of the Warehouse Borrower's fiber network assets and associated customer contracts in certain neighborhoods in the Tampa, Florida area.
Debt Covenants and Borrowing Capacity
Credit Agreement
Our Amended and Restated Credit Agreement includes usual and customary negative covenants for loan agreements of this type, including covenants limiting us and our restricted subsidiaries' (other than certain covenants therein which are limited to subsidiary guarantors) ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material subordinated indebtedness, in each case subject to customary exceptions for loan agreements of this type.
Our Amended and Restated Credit Agreement also contains a "financial covenant" which provides that, commencing with the period ending June 30, 2024, our financial maintenance covenant leverage ratio shall not exceed as of the last day of each fiscal quarter 5.25:1.00, with a step-down to 4.75:1.00 commencing with the period ending March 31, 2027, and continuing thereafter.
This financial covenant is only applicable for the benefit of the Revolving Lenders (as defined in the Amended and Restated Credit Agreement) thereunder and failure to comply with the financial covenant would not cause an Event of Default with respect to any loans pursuant to our term loan facility unless and until the Required Revolving Lenders (as defined in the Amended and Restated Credit Agreement) have declared all amounts outstanding under the revolving facility to be immediately due and payable and all outstanding commitments under the revolving facility to be immediately terminated.
First Lien Notes and Second Lien Notes
The indentures governing our First Lien Notes and Second Lien Notes also include usual and customary negative covenants for debt securities of this type, including covenants limiting us and our restricted subsidiaries' (other than certain covenants therein which are limited to subsidiary guarantors) ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material subordinated indebtedness, in each case subject to customary exceptions for debt securities of this type.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
The indentures governing the outstanding subsidiary debentures include covenants that limit such subsidiary's ability to create liens and/or merge or consolidate with other companies. These covenants are subject to important exceptions and qualifications.
Fiber Term Notes
The indenture governing Frontier Issuer's Fiber Term Notes includes covenants and restrictions customary for transactions of this type. These covenants and restrictions include the maintenance of a liquidity reserve account to be used to make required payments in respect of the Fiber Term Notes, provisions relating to prepayments, required indemnification payments in certain circumstances. The Fiber Term Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The Fiber Term Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Fiber Term Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.
The Fiber Term Notes are subject to covenants and restrictions customary for transactions of this type, including (i) that the Issuer maintains specified reserve accounts to be used to make required payments in respect of the Fiber Term Notes and pay certain reserved fixed costs of the fiber networks, (ii) provisions relating to optional and mandatory prepayments of the Fiber Term Notes and the related payment of specified amounts, including specified make-whole payments in the case of prepayments of the Fiber Term Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the assets pledged as collateral for the Fiber Term Notes are in stated ways defective or ineffective, and (iv) covenants relating to recordkeeping, access to information and similar matters. In addition, the terms of the indenture governing the Fiber Term Notes provide that a larger portion of Frontier Issuer's available funds will be used towards the repayment of the Fiber Term Notes during a cash sweep period, which period would result from, among other things, the failure to maintain a certain debt service coverage ratio or a certain minimum penetration rate in the markets that were securitized at closing. The Fiber Term Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to failure to maintain stated debt service coverage ratios, the acceleration of the maturity of the Fiber Term Notes following the occurrence of an event of default and the failure to repay or refinance on the applicable Anticipated Repayment Date ("ARD").
The customary events of default to which the Fiber Term Notes are subject include events relating to non-payment of required interest, principal or other amounts due on or with respect to the Fiber Term Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments. In addition, the Indenture and the related management agreement contain various covenants that limit the ability of the Company's securitized subsidiaries to engage in specified types of transactions, subject to certain exceptions, including, for example, to incur or guarantee additional indebtedness, sell certain assets, create or incur liens on certain assets to secure indebtedness or consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.
As of September 30, 2025, we were in compliance with all of the covenants under our existing indentures and the Amended and Restated Credit Agreement.
Warehouse Facilities
The Warehouse Credit Agreement includes covenants and restrictions customary for transactions of this type. The DDTL Facility contains a financial covenant which provides that the subsidiary borrower must comply with a total leverage ratio of no more than 6.75:1.00 and a debt service coverage ratio of at least 2.00:1.00, in addition to other customary conditions.
PART I. FINANCIAL INFORMATION (Continued)
(Unaudited)
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial statements.
Future Contractual Obligations and Commitments
There have been no material changes outside the ordinary course of business to the information provided with respect to our contractual obligations, including indebtedness and purchase and lease obligations, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Future Commitments
See "Regulatory Developments" immediately below for information regarding Frontier's known and potential future commitments related to our participation in the FCC's CAF Phase II program, NTIA BEAD program, and RDOF Phase I auction.
Regulatory Developments
Connect America Fund ("CAF")/ Rural Digital Opportunity Fund ("RDOF"): In 2015, Frontier accepted the FCC's CAF Phase II offer, which provided $313 million in annual support through 2021 in return for the Company's commitment to make broadband available to households within the CAF II areas in our existing 25 states. The Company was required to complete the CAF II deployment by December 31, 2021. Thereafter, USAC and the FCC have been reviewing carriers' CAF II program completion data, and should USAC or the FCC determine that the Company did not satisfy certain applicable CAF Phase II requirements, Frontier could be required to return a portion of the funds previously received and may be subject to certain other fines, requirements and obligations.
On January 30, 2020, the FCC adopted an order establishing the RDOF competitive reverse auction to provide support to serve high-cost areas. Frontier was awarded approximately $371 million over ten years to build gigabit-capable broadband over a fiber-to-the-premises network to approximately 127,000 locations in eight states (California, Connecticut, Florida, Illinois, New York, Pennsylvania, Texas, and West Virginia). We began receiving RDOF funding in the second quarter of 2022 and we will be required to complete the buildout to the awarded locations meeting certain annual milestones starting in December 31, 2025 through December 31, 2028. To the extent that Frontier is unable to fulfill the RDOF requirements, meet the milestones or construct to all locations by the required deadlines, funding to us could be withheld or discontinued and Frontier could be required to return a portion of funds previously received and may be subject to certain fines, requirements and obligations. Fines and penalties could also be assessed to the extent Frontier were ever to decide to surrender RDOF locations previously awarded.
In November 2021, Congress passed the IIJA which provides $65 billion to fund broadband connectivity programs, including broadband deployment to unserved and underserved locations. The National Telecommunications and Information Administration (NTIA) is administering the principal last mile infrastructure funding program in the amount of $42.5 billion, the Broadband Equity, Access & Deployment Program (BEAD), and will distribute funding through direct grants to states, who will then award the funds based on competitive grant programs. The NTIA has allocated approximately $25.5 billion to states in Frontier's footprint. We participated in the Frontier's state challenge programs and pre-application and application processes. We are continuing to actively pursue awards of these stimulus funds; however, any awards that we ultimately receive under the IIJA may require significant up-front capital expenditures or other costs.
On June 6, 2025, NTIA issued a BEAD Restructuring Policy Notice to modify and replace certain requirements outlined in the BEAD Notice of Funding Opportunity. The Policy Notice rescinded all preliminary and provisional subgrantee award selections and requires states to run at least one Benefit of the Bargain application round, in which minimal BEAD program outlay is the principal selection criteria. NTIA prohibited states from awarding additional points for 100% fiber projects but permitted them to prioritize "priority broadband projects" as that term is defined in the Infrastructure Investment and Jobs Act. The NTIA's changes did not reduce the amount of funding allocated to each
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state for broadband infrastructure but eliminated certain potentially costly obligations associated with accepting BEAD awards, including middle-class affordability and low-cost offer pricing standards, open access, and climate change requirements, among others, and has set per location maximum subsidy thresholds, which differ from state to state, that is likely to result in more locations being funded for broadband solutions other than fiber. It is uncertain whether these changes will impact Frontier's success in securing BEAD awards. We are closely tracking developments in this area, and additional revisions to the program or Benefit of the Bargain process could have a material adverse effect on the BEAD program, any funding we receive, and the costs of completing BEAD award projects.
Privacy: Our businesses are subject to federal and state laws and regulations that impose various restrictions and obligations related to privacy and the handling of customers' personal information. Privacy-related legislation has been adopted in a number of states in which we operate. Certain state requirements give consumers increased rights including the right to know what personal information is being collected about them and obtain a copy of such information, opt-out of the sale of personal information or sharing of personal information for purposes of certain targeted advertising, and to request the correction or deletion of this information. Complying with such laws, as well as other legislative and regulatory action related to privacy, could result in increased costs of compliance, claims against the Company or investigations related to compliance, and increased uncertainty in the use and availability of certain consumer data.
Video Programming: Federal, state, and local governments extensively regulate the video services industry. Our linear video services are subject to, among other things: subscriber privacy regulations; requirements that we carry a local broadcast station or obtain consent to carry a local or distant broadcast station; rules for franchise renewals and transfers; the manner in which program packages are marketed to subscribers; and program access requirements.
We provide video programming in some of our markets including California, Connecticut, Florida, Indiana, and Texas pursuant to franchises, permits and similar authorizations issued by state and local franchising authorities. Most franchises require payment of a franchise fee as a requirement to the granting of authority.
Many franchises establish facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. We believe that we are meeting all material standards and requirements. Franchises are generally granted for fixed terms and must be periodically renewed.
Environmental Regulation: The local exchange carrier subsidiaries we operate are subject to federal, state, and local laws, and regulations governing the use, storage, disposal of, and exposure to hazardous materials, the release of pollutants into the environment and the remediation of contamination. As an owner and former owner of property, we are subject to environmental laws that could impose liability for the entire cost of cleanup at contaminated sites, including sites formerly owned by us or our predecessors, regardless of fault or the lawfulness of the activity that resulted in contamination. We believe that our operations are in substantial compliance with applicable environmental laws and regulations.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions. There are inherent uncertainties with respect to such estimates and assumptions; accordingly, it is possible that actual results could differ from those estimates and changes to estimates could occur in the near term. These critical accounting estimates have been reviewed with the Audit Committee of our Board of Directors.
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
For additional information regarding FASB Accounting Standards Updates (''ASUs") that have been issued but not yet adopted and that may impact the Company, refer to Note 3 - ''Recent Accounting Pronouncements'' tothe Consolidated Financial Statements included in Part I of this report for additional information related to recent accounting literature.
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