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YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.13pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
+0.24pp
Flat
Net-tone change vs last year's 10-K.
MD&A
+0.02pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
termination+4
adversely+3
adverse+3
harm+3
disruption+3
Positive rising
opportunities+2
benefit+2
successful+2
effective+2
satisfied+2
Risk Factors (Item 1A)
9,552 words
ITEM 1A. Risk Factors
Before you make an investment decision with respect to any of our securities, you should carefully consider all the information we have included in this Annual Report on Form 10-K and our subsequent filings with the SEC. In particular, you should carefully consider the risk factors described below and the risks and uncertainties related to “Forward-Looking Statements,” any of which could materially adversely affect our business, operating results, financial condition, and the actual outcome of matters as to which forward-looking statements are made in this annual report. The risks and uncertainties described below are not the only ones facing Frontier.
Additional risks and uncertainties that are not presently known to us or that we currently deem immaterial or that are not specific to us, may also adversely affect our business and operations. The following risk factors should be read in conjunction with the balance of this annual report, including the consolidated financial statements and related notes included in this report.
Risks Related to the Proposed Merger with Verizon
The Merger may not be completed on the terms or timeline currently contemplated or at all, which could adversely affect our stock price, business, financial condition and results of operations.
On September 4, 2024, the Company entered into the Merger Agreement with Verizon, which provides that the consummation of the Merger is subject to certain conditions, including (i) the Company Stockholder Approval; (ii) the expiration or early of the applicable waiting period under the Hart-Scott-Rodino Act of 1976, as amended (the “HSR waiting period”); (iii) the receipt of certain required consents or approvals from the FCC and certain specified state public utility commissions and local franchise authorities; (iv) the of legal restraints prohibiting the Merger; and (v) other customary conditions specified in the Merger Agreement. The Company Stockholder Approval was obtained on November 13, 2024 and the applicable HSR waiting period expired on February 14, 2025. While it is currently anticipated that the Merger will be consummated by the first quarter of 2026, there can be no assurance that the foregoing conditions will be in a timely manner or at all, or that an effect, event, development, or change will not transpire that could or prevent these conditions from being .
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
loss+3
delayed+3
penalties+2
deficit+2
default+1
Positive rising
effective+4
opportunities+1
highest+1
improved+1
gained+1
MD&A (Item 7)
9,706 words
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction
The following discussion should be read in conjunction with the audited consolidated financial statements and the related notes in Part II, Item 8, of this Annual Report on Form 10-K. In addition to historical information, the following discussion also contains forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading ‘‘Risk Factors’’ in Part I, Item 1A of this Annual Report on Form 10-K. This section generally discusses the results of our operations for the year ended December 31, 2024, compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Business Overview
Frontier Communications Parent, Inc. is a leading communications and technology provider offering broadband services to approximately 3.1 million broadband customers, with approximately 13,000 employees, operating in 25 states as of December 31, 2024. 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 America TM , we are focused on supporting a digital society, the digital divide, and working toward a more sustainable environment.
If the Merger is not consummated for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Merger will be consummated, and the related benefits will be realized. We may also be subject to additional risks if the Merger is not completed, including:
the requirement in the Merger Agreement that, under certain circumstances, we pay Verizon a termination fee of $320 million in cash;
incurring substantial costs related to the Merger, such as financial advisory, legal, accounting, and other professional services fees that have already been incurred or will continue to be incurred until closing;
limitations on our ability to retain and hire key personnel;
the imposition of additional regulatory and operational requirements on our business;
reputational harm including relationships with investors, customers, and business partners due to the adverse perception of any failure to successfully complete the Merger; and
potential disruption to our business and distraction of our workforce and management team to pursue other opportunities that could be beneficial to us, in each case without realizing any of the benefits of having the Merger completed.
The pendency of the Merger could negatively impact our business, financial conditions, and results of operations.
The pendency of the Merger could adversely affect our business, financial condition and results of operations and may result in our inability to hire or the departure of key personnel. In connection with the Merger, some of our customers and business partners may delay or defer decisions or may end their relationships with us, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Merger is completed. Similarly, our current and prospective employees may experience uncertainty about their future roles with us following the Merger, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Merger.
Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to the Company and its stockholders.
From and after the date of the Merger Agreement and prior to completion of the Merger, the Merger Agreement restricts us from taking specified actions without the consent of Verizon and requires that the business of our Company and its subsidiaries
be conducted in the ordinary course in all material respects. These restrictions may prevent us from making changes to our business or organizational structure or from pursuing business opportunities that may arise prior to the completion of the Merger. Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in the consummation of the Merger or the termination of the Merger Agreement.
We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we have received little or no benefit if the Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.
Litigationchallenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.
Lawsuits have been filed (see Note 20 - “Commitments and Contingencies” to the Consolidated Financial Statements included in Part I of this Annual Report for further discussion), and additional lawsuits may be filed in the future, against us, our Board of Directors or other parties to the Merger Agreement, challenging the adequacy of the proxy disclosures or making other claims in connection with the Merger. Such lawsuits have been brought by purported stockholders, and additional lawsuits may be brought by purported stockholders or other interested parties, seeking, among other things, to enjoin consummation of the Merger. One of the conditions to the consummation of the Merger is that the consummation of the Merger is not restrained, made illegal, enjoined or prohibited by any order or legal or regulatory restraint or prohibition of a court of competent jurisdiction or any governmental entity. As such, if the plaintiffs in such current or potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective within the expected timeframe or at all.
Risks Related to Our Indebtedness
We have a significant amount of indebtedness, and we may incur substantially more debt in the future. Such debt and debt service obligations may adversely affect us.
As of December 31, 2024, we had indebtedness of approximately $11.6 billion of which approximately $11 billion was secured. We may also be able to incur substantial additional indebtedness in the future. Although the terms of the agreements currently governing our existing indebtedness restrict our restricted subsidiaries’ ability to incur additional indebtedness and liens, such restrictions are subject to several exceptions and qualifications, and the indebtedness and/or liens incurred in compliance with such restrictions may be substantial. Also, these restrictions do not prevent us or our restricted subsidiaries from incurring obligations that do not constitute indebtedness. In addition, to the extent other new debt is added to our subsidiaries’ current debt levels, the substantial leverage risks described below would increase.
The potential significant negative consequences on our financial condition and results of operations that could result from our substantial debt include:
limitations on our ability to obtain additional debt or equity financing on favorable terms or at all;
instances in which we are unable to comply with the covenants contained in our indentures and credit agreements or to generate cash sufficient to make required debt payments, which circumstances have the potential of accelerating the maturity of some or all of our outstanding indebtedness;
the allocation of a substantial portion of our cash flow from operations to service our debt, thus reducing the amount of our cash flows available for other purposes, including capital expenditures that would otherwise improve our competitive position, results of operations or stock price;
requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations;
compromising our flexibility to plan for, or react to, competitive challenges in our business and the telecommunications industries;
increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given a portion of our indebtedness bears interest at variable rates, as well as to catastrophic events; and
the possibility of being put at a competitive disadvantage with competitors who, relative to their size, do not have as much debt as we do, and competitors who may be in a more favorable position to access additional capital resources.
In addition, our First Lien Notes and Second Lien Notes, as well as a portion of our subsidiary indebtedness (other than a portion of the securitized Class A and Class B notes), are rated below “investment grade” by independent rating agencies. This has resulted in higher borrowing costs for us. These rating agencies may lower our debt ratings further, if in the rating agencies’ judgment such an action is appropriate. A further lowering of a rating would likely increase our future borrowing costs and reduce our access to capital. Our negotiations with vendors, customers and business partners could also be negatively impacted if they deem us a credit risk as a result of our credit rating.
Economic uncertainty and volatility in the U.S. and global financial markets could limit our ability to access capital or increase the cost of capital needed to fund business operations, including our fiber expansion plans.
As of December 31, 2024, economic uncertainty, inflationary pressures, the ongoing war in Ukraine, the Israel-Hamas war, rising interest rates and the expectations around the terminal target rate of the Federal Reserve continue to produce volatility in the debt and equity markets. Such volatility may affect our ability to access capital markets, which could lead to higher borrowing costs or other unattractive financing terms or, in some cases, the inability to fund ongoing operations. Adverse changes or continued volatility in the financial markets could render us either unable to access additional financing or able to access these markets only at higher costs and with restrictive financial or other conditions, which could severely affect our business operations and hinder our fiber expansion plans.
The agreements governing our current indebtedness contain various covenants that impose restrictions on us and certain of our subsidiaries that may reduce our operating and financial flexibility and we may not be able to satisfy our obligations under these or other, future debt arrangements.
The agreements governing our existing indebtedness contain covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:
incur additional debt and issue preferred stock;
incur or create liens;
redeem and/or prepay certain debt;
pay dividends on our stock or repurchase stock;
make certain investments;
engage in specified sales of assets;
enter into transactions with affiliates; and
engage in consolidation, mergers, and acquisitions.
In addition, our credit facilities require us to comply with specified financial ratios, including a maximum first lien coverage ratio. Any future indebtedness may also require us to comply with similar or other covenants.
These restrictions on our ability to operate our business could seriouslyharm our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions, and other corporate opportunities. Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. This could have serious consequences to our financial condition and results of operations.
Frontier is primarily a holding company and, as a result, we rely on the receipt of funds from our subsidiaries in order to meet our cash needs and service our indebtedness, including the notes.
Frontier is primarily a holding company, and its principal assets consist of the shares of capital stock or other equity instruments of its subsidiaries. As a holding company, we depend on distributions, transfers, and other intracompany payments from our subsidiaries to fund our obligations. The operating results of our subsidiaries at any given time may not be sufficient to make distributions, transfers, or other payments to us in order to allow us to make payments on our indebtedness. In addition, the payment of these distributions, transfers, and other payments, as well as other transfers of assets, between our subsidiaries and from our subsidiaries to us may be subject to legal, regulatory, or contractual restrictions. Some state regulators have imposed, and others may consider imposing on regulated companies, including us, cash management practices that could limit the ability of such regulated companies to transfer cash between subsidiaries or to the parent company. While none of the existing state regulations materially affect our cash management, any changes to the existing regulations or imposition of new regulations or restrictions may materially adversely affect our ability to transfer cash within our consolidated companies.
We expect to make contributions to our pension plan in future years, the amount of which will be impacted by volatility in asset values related to Frontier’s pension plan and changes in pension plan assumptions.
Under Internal Revenue Service (“IRS”) regulations, we are required to make minimum contributions to our pension plan annually, based upon, among other factors, the value of plan assets relative to the funding target. We made contributions of $133
million and $134 million to our pension plan in 2024 and 2023, respectively. Our required contributions for plan years 2024 and 2023, calculated as of January 1 of the relevant year, were approximately $130 million and $126 million, respectively. In 2021, we received an IRS waiver of the minimum funding standard under Section 412(c) of the Internal Revenue Code, and Section 302(c) of the Employee Retirement Income Security Act of 1974 for the plan year 2020 minimum required distribution. With this waiver, we are spreading the 2020 minimum required contribution over the five subsequent plan years, in addition to the minimum contributions owed for those plan years. There was a modification to the funding waiver in January 2024 which, due to Section 412(c) of the Internal Revenue Code and Frontier’s intention to adopt amendments that increased benefit liabilities, accelerated the final 2025 plan year waiver amortization installment into the 2024 minimum required contribution, thereby increasing the required contributions attributable to the 2024 plan year.
We expect to make contributions to our pension plan in future years and the amount of required contributions for future years could be significant. Volatility in our asset values, liability calculations, or returns may impact the costs of maintaining our pension plan and our future funding requirements. Any future contribution to our pension plan could be material and could have a material adverse effect on our liquidity by reducing cash flows.
Significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could adversely affect our earnings and equity and increase our pension funding requirements.
Pension costs and obligations are determined using actual results as well as actuarial valuations that involve several assumptions. The most critical assumptions are the discount rate, the long-term expected return on assets and lump sum conversion interest rates. Other assumptions include salary increases, mortality, and retirement age. Some of these assumptions, such as the discount rate and return on pension assets, are reflective of economic conditions and impacted by factors such as inflationary pressures that are largely out of our control. Changes in the pension assumptions could have a material impact on pension costs and obligations, and could in turn have a material adverse effect on our earnings, equity, and funding requirements.
Risks Related to Our Business
If our fiber expansion plan or other initiatives to increase our revenues, customer trends, profitability and cash flows are unsuccessful, our financial position and results of operations will be negatively and adversely impacted.
We must produce adequate revenues and operating cash flows that, when combined with cash on hand and borrowing under our revolving credit facility and other financings, will be sufficient to service our debt, fund our capital expenditures, taxes, pension and other employee benefit obligations and other operating expenses. We may experience revenue declines as compared to prior years. We have undertaken, and expect to continue to undertake, programs and initiatives with the objective of improving revenues, customer trends, profitability, and cash flows by enhancing our operations and customer service and support processes. In particular, under our fiber expansion plan we intend to grow our fiber network and optimize our existing copper network at attractive internal rates of return (IRRs) in order to increase our revenues and customer trends, and in turn increase our profitability and cash flows. We have historically experienced significant challenges in achieving such improvements. In addition, these programs and initiatives require significant investment and other resources and may divert attention from ongoing operations and other strategic initiatives.
There can be no assurance that our current and future initiatives and programs will be successful, or that the actual returns from these programs and initiatives will not be lower than anticipated or take longer to realize than we anticipate. For example, we may not reach our targets to expand and penetrate our existing fiber network on the timelines we anticipate, or at all. If current and future programs and initiatives are unsuccessful, result in lower returns than we anticipate, or take longer than we anticipate, it could have a material adverse effect on our financial position and our results of operations.
The communications industry is very competitive, and some of our competitors have superior resources which may place us at a disadvantage.
We face competition in every aspect of our business. Through mergers and various service expansion strategies, service providers are striving to provide integrated solutions both within and across geographic markets. Our competitors include cable operators, wireless carriers, satellite providers, wireline carriers, fiber “overbuilders” and OTT video providers, many of which are subject to less regulation than we are. These entities may provide services that are competitive with the services that we offer or intend to introduce. For example, our competitors may seek to introduce networks in our primarily copper-based markets that are competitive with or superior to our copper-based networks. Several competitors were successful bidders in the RDOF auction and have or may be successful in securing funding through BEAD and other federal state grant programs in areas within Frontier’s service footprint and we expect these competitors will deploy expanded services in these areas that will compete with our services. We also believe that wireless, cable, and other providers have increased their penetration of various services in our markets. We expect that competition will remain robust. Our revenue and cash flow will be adversely impacted if we cannot reverse our customer losses or continue to provide high-quality services.
Some of our competitors have market presence, engineering, technical, marketing, and financial capabilities which are substantially greater than ours. In addition, some of these competitors have less debt and are able to raise capital at a lower cost than we are able to. Consequently, some of these competitors may be able to develop and expand their communications and network infrastructures more quickly, adapt more swiftly to new or emerging technologies and changes in customer preferences, including leading edge technologies such as artificial intelligence (“AI”), machine learning and various types of data science, as
well as take advantage of acquisition and other opportunities more readily and devote greater resources to the marketing and sale of their products and services than we will be able to. New developments in areas such as AI, machine learning, cloud computing and software as a service provider could in turn make it easier for our competition to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as our competition or in a cost-effective manner. Further, the greater brand name recognition of some competitors may require us to price our services at lower levels in order to retain or obtain customers. Finally, the cost advantages and greater financial resources of some of these competitors may give them the ability to reduce their prices for an extended period of time if they so choose. Our business and results of operations may be materially adversely impacted if we are not able to effectively compete.
We cannot predict which of the many possible future technologies, products or services will be important to maintain our competitive position or what expenditures will be required to develop and provide these technologies, products, or services. Our ability to compete successfully will depend on the effectiveness of capital expenditure investments in infrastructure, products and services, our marketing efforts, our ability to deliver high quality customer service, our ability to anticipate and respond to various competitive factors affecting the industry, including a changing regulatory environment that may affect our business and that of our competitors differently, new services that may be introduced, changes in consumer preferences, or habits, demographic trends, economic conditions and pricing strategies by competitors. Increasing competition may reduce our revenues and increase our marketing and other costs as well as require us to increase our capital expenditures and thereby decrease our cash flows.
We rely on network and information systems and other technology, and a breach, disruption or failure of such networks, systems or technology as a result of cyber-attacks, malware, misappropriation of data or other malfeasance, as well as outages, accidental releases of information or similar events, may disrupt our business and materially impact our results of operations, financial condition and cash flows.
Our business involves the receipt, storage, and transmission of confidential information about our customers and others, including sensitive personal, account and payment card information, confidential information about our employees and suppliers, and other sensitive information about our company, such as our business plans, transactions, financial information, and intellectual property. Cyber-attacks against companies like ours have increased in frequency and potential harm over time, and the methods used to gainunauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and/or detect incidentssuccessfully in every instance. Likewise, our information technology, networks, and infrastructure may be subject to damage, disruptions, or shutdowns due to cyber-attacks, malware, including ransomware or other information security breaches, employee or third-party error or malfeasance, power outages, communication or utility failures, systems failures, natural disasters, or other catastrophic events.
Further, our network and information systems are subject to various risks related to our vendors, third parties and other parties we may not fully control. We use encryption and authentication technology licensed from third parties to provide secure transmission of confidential information, including our business data and customer information. Similarly, we rely on employees in our network operations centers, data centers and call centers to follow our procedures when handling sensitive information. Use of vendors and third-party technologies could also expose us to supply chain cybersecurity risks, and we may not have accurate or complete information about the risks that third-party service providers face or the security of their systems. While we select our employees and third-party business partners carefully, our ability to monitor these third parties is limited, which could expose us to cyber-security and other risks. In addition, our customers using our network to access the Internet may become victim to malicious and abusive internet activities, such as unsolicited mass advertising (or spam), peer-to-peer file sharing, distribution of viruses, worms and other destructive or disruptive software; these activities could adversely affect our network, result in excessive call volume at our call centers and damage our or our customers’ equipment and data.
We have experienced criminal cyber-attacks and are vulnerable to disruption, data loss and other security breaches, whether directly or indirectly through third parties whose products and services we rely on in operating our business.
While we maintain security measures, disaster recovery plans and business continuity plans and work to upgrade our existing technology systems and provide employee training around the cyber risks we face, these risks are constantly evolving and are challenging to mitigate. Like many companies, we and our third-party service providers are the subject of increasingly frequent cyber-attacks. Security incidents result from the actions of a wide variety of actors with a wide range of motives and expertise, such as traditional hackers, personnel or the personnel of third parties, sophisticated nation-states and nation-state-supported actors.
On April 14, 2024, we detected that a third party had gainedunauthorized access to portions of our information technology environment. Based on our investigation, we determined that the third party was likely a cybercrime group, which gained access to, among other information, personally identifiable information. Upon detection, we immediately activated our incident response plan, took action to contain the incident, launched an investigation with the assistance of leading cybersecurity experts, and notified law enforcement and applicable regulatory authorities. While the incident did not have a material impact on our financial condition or results of operations, the containment measures, which included shutting down certain of the Company’s systems, resulted in an operational disruption.
We are required to expend significant resources in an effort to protect against security incidents and may be required or choose to spend additional resources or modify our business activities, particularly where required by applicable data privacy and security laws or regulations or industry standards. While we have developed systems and processes designed to protect the
integrity, confidentiality and security of the confidential and personal information under our control, we cannot assure you that any security measures that we or our third-party service providers implement will be effective in preventing security incidents, disruptions, cyber-attacks, or other similar events. Any unauthorized access, computer viruses, ransomware attacks, accidental or intentional release of confidential information or other disruptions could result in misappropriation of our or our customers’ sensitive information; financial loss; reputational harm; increased costs, such as those relating to remediation or future protection; customer dissatisfaction, which could lead to a decline in customers and revenue; changes to insurance premiums or coverage; government investigations and legal claims or proceedings, fines and other liabilities. There can be no assurance that the impact of such incidents would not be material to our results of operations, financial condition, or cash flows.
Our business is sensitive to continued relationships with our wholesale customers.
We have substantial business relationships with other communications carriers for which we provide service. While we seek to maintain and grow our business with these customers, we face significant competition for this wholesale business. In addition, many of our wholesale customers are migrating away from the time division multiplexing (TDM) service we have historically provided to IP based services. If we fail to maintain our grow this business, our revenues and results of operations could be materially and adversely affected.
Inflationary pressures on costs and disruptions in our supply chain, including potential trade tariffs, may adversely impact our financial condition or results of operations, including our fiber expansion plans.
During fiscal 2024, we continued to experience the impact of inflation, including upward pressure on the cost of materials, labor, fuel and electricity, and other items that are critical to our business. We continue to monitor these impacts closely. In addition, we are monitoring the potential imposition of trade tariffs which could adversely impact our business. If our costs continue to rise, we may experience losses and diminished margins. While we may seek to recoup or offset increased costs in whole or in part through customer price increases or by implementing offsetting cost reductions, we may be unable to do so.
Through December 31, 2024, we had not experienced any significant disruptions in our supply chain. We cannot assure you that we will not experience significant shortages or delays in our supply chain relating to materials, labor, trade tariffs and other inputs necessary to our fiber expansion plans. Any such shortages or delays may adversely impact our ability to reach our fiber expansion targets on budget and on time.
We may be unable to meet the technological needs or expectations of our customers and may lose customers as a result.
The communications industry is subject to significant changes in technology and replacing or upgrading our infrastructure to keep pace with such technological changes could result in significant capital expenditures. If we do not replace or upgrade technology and equipment and manage broadband speeds and capacity as necessary, we may be unable to compete effectively because we will not be able to meet the needs or expectations of our customers.
Many of these technological changes may displace or reduce demand for certain of our services, enable the development of competitive products or services, enable customers to reduce or bypass use of our networks or reduce our profit margins. For example, as service providers continue to invest in 5G and low earth orbit satellite networks and services, their 5G services could reduce demand for our network services. Such enhancements to competitors’ product offerings may influence our customers to consider other service providers, such as cable operators, CLECs, OTT or wireless providers. We may be unable to attract new or retain existing customers from cable companies due to their deployment of enhanced broadband and VoIP technology. In addition, new capacity services for broadband technologies may permit our competitors to offer broadband data services to our customers throughout most or all of our service areas. Any resulting inability to attract new or retain existing customers could adversely impact our business and results of operations in a material manner.
Laws and regulations relating to the handling of privacy and data protection may result in increased costs, legal claims, finesagainst us, or reputational damage.
We process, store, and transmit large amounts of data, including the personal information of our customers. Ongoing increases in the potential for misuse of personal information, the public’s awareness of the importance of safeguarding personal information, and the volume of legislation and regulations that have been adopted or is being considered regarding the protection, privacy, and security of personal information have resulted in increases to our information-related risks. Many states and local authorities have enacted or considered legislative or other actions that would impose restrictions on our ability to collect, use and disclose certain consumer information, particularly with regard to our broadband Internet business. These new privacy laws and others that we expect to be developed and enacted going forward will impose additional data protection obligations and potential liability on companies such as ours doing business in those states.
We have incurred and will continue to incur significant implementation costs to ensure compliance with Federal and state privacy laws and their related regulations, including managing the complexity of laws that vary from state to state. Both federal and state governments are considering additional privacy laws and regulations, which, if passed, could further impact our business, strategies, offerings, and initiatives and cause us to incur further costs. Any actual or perceived failure to comply with data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations,
claims, and proceedings by governmental entities and private parties, damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.
A significant portion of our workforce is represented by labor unions.
As of December 31, 2024, approximately 66% of our total employees were represented by unions and were subject to collective bargaining agreements. The term of our collective bargaining agreements is typically three years and at any point in time we generally have several agreements under negotiation and extension. Approximately 43% of our unionized employees are covered by collective bargaining agreements that are scheduled to expire in 2025.
We cannot predict the outcome of negotiations of the collective bargaining agreements covering our employees. If we are unable to reach new agreements or renew existing agreements, employees subject to collective bargaining agreements may engage in strikes, work slowdowns or other labor actions, which could materially disrupt our ability to provide services. New labor agreements or the renewal of existing agreements may impose significant additional costs on us, which could adversely affect our financial condition and results of operations in the future.
The impacts of climate change, including severe weather in the areas in which we operate, and increasingly stringent environmental laws, rules and regulations, customer expectations and other environmental liabilities, could adversely affect our business.
There is a heightened public focus on climate change, sustainability, and environmental issues and customer, regulatory and shareholder expectations are evolving rapidly, with a focus on companies’ climate change readiness, response, and mitigation strategies. This has led to increased government regulation and caused certain of our partners and vendors to incorporate environmental standards into our business with them. We expect that the trend of increasing environmental awareness will continue, which will result in higher costs of operations. We are committed to incorporating environmentally sustainable practices into our business, including those focused on reducing our carbon footprint and emissions, managing energy use and efficiency, and enhancing our use of renewable energy and device recycling, which may result in increases in our costs of operations relative to our competitors.
The potential impact of climate change on our operations and our customers remains uncertain. The primary risk that climate change poses to our business is the potential for increases in severe weather in the areas in which we operate. Increasing frequency and intensity of rainfall and severe storms, flooding, wildfires, mudslides, sustained high wind events and freezing conditions, including related power outages, could impair our ability to build and maintain our network and lead to disruptions in our services, workforce, and supply chain. For example, we provide service to customers and maintain equipment in areas impacted by the January 2025 wildfires in Southern California. These changes could be severe and could negatively impact our operations, including damaging our network infrastructure, which could result in increased costs and loss of revenue. We may incur significant costs to prepare for, respond to, and mitigate the impact of climate change on our infrastructure and operations. In addition, governmental initiatives to address climate change could, if adopted, restrict our operations, require us to make capital expenditures to comply with these initiatives, and increase our costs, all of which could impact our ability to compete. Our inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have a material adverse impact on us.
In addition, 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 or operated by us or our predecessors, regardless of fault or the lawfulness of the activity that resulted in contamination. As a result, we may become responsible for the investigation and remediation of property that we own or operate (or previously owned or operated), or that has been adversely affected by infrastructure we own or operate (or previously owned or operated), including land or waterways potentially impacted by the release of contaminants from lead-sheathing with respect to certain legacy copper cabling. We cannot assure you that we will not be subject to significant legal proceedings, governmental investigations or costly remediation obligations in connection with any environmental impacts associated with aging infrastructure that we now control or formerly controlled, which could have a material adverse impact on us.
Negotiations with the providers of content for our video systems may not be successful, potentially resulting in our inability to carry certain programming channels on our video systems, which could result in the loss of subscribers. Alternatively, because of the bargaining power of some content providers, we may be forced to pay an increasing amount for some content, resulting in higher expenses and lower profitability.
We continue to execute on our video strategy of achieving savings by renegotiating contracts to lower content costs or dropping channels entirely. The content owners of the programming that we carry on our multichannel video systems are the exclusive provider of the channels they offer. If we are unable to reach a mutually-agreed contract with a content owner, including pricing and carriage provisions, our existing agreements to carry this content may not be renewed, resulting in the blackout of these channels. The loss of content could result in loss of customers who place a high value on the particular content that is lost. In addition, many content providers own multiple channels. As a result, we typically have to negotiate the pricing for multiple channels rather than one and carry and pay for content that customers do not value, in order to have access to other content that customers do value. Some of our competitors have materially larger scale than we do, and may, as a result, be better positioned
than we are in such negotiations. As a result of these factors, the cost of content acquisition may continue to increase faster than corresponding revenues which could result in lower profitability.
We are subject to a significant amount of litigation, which could require us to pay significant damages or settlements.
We are party to various legal proceedings, including, from time to time, individual actions, class and putative class actions, and governmental investigations, covering a wide range of matters and types of claims including, but not limited to, general contract disputes, billing disputes, rights of access, taxes and surcharges, consumer protection and privacy, advertising, sales and the provision of services, trademark and patent infringement, employment, regulatory, tort, claims of competitors and disputes with carriers.
In addition, we may be subject to litigation in connection with our Merger Agreement with Verizon. See “Risks Related to the Proposed Merger with Verizon - Litigationchallenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.”
Litigation is subject to uncertainty and the outcome of individual matters is not predictable. We may incur significant expenses in defending these lawsuits. In addition, we may be required to pay significant awards or enter into settlements with governmental or other entities which impose significant financial and business remediation measures.
We rely on a limited number of key suppliers and vendors.
We depend on a limited number of suppliers and vendors for equipment and services relating to our network infrastructure, including network elements such as digital and Internet protocol switching and routing equipment, optical and copper transmission equipment, broadband connectivity equipment, various forms of customer premise equipment, optical fiber, wireless equipment, as well as the software that is used throughout our network to manage traffic, network elements, and other functions critical to our operations. If any of our major suppliers were to experience disruption, supply-chain interruptions, financial difficulties, or other unforeseenproblems delivering, maintaining, or servicing these network components on a timely basis, our operations could suffer significantly. Our suppliers and vendors may also continue to experience increased costs for their materials, labor, and other significant items due to factors including new or increased regulation, inflation and trade tariffs, which they could seek to pass along to us and their other customers. In addition, due to changes in the communications industry, the suppliers of many of these products and services have been consolidating. In the event it were to become necessary to seek alternative suppliers and vendors, we may be unable to obtain satisfactory replacement supplies, services, or utilities on economically-attractive terms, on a timely basis, or at all, which could increase costs or cause disruptions in our services.
Risks Related to Regulation and Oversight
Changes in federal or state regulations may reduce subsidy and other revenues we receive.
A portion of Frontier’s total revenues ($64 million, or 1%, in 2024 and $75 million, or 1%, in 2023) are derived from federal and state subsidies for rural and high-cost support including RDOF.
We participated in the FCC’s RDOF Phase I auction and were 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 early in 2022. Changes in the requirements or funding available for RDOF could impact the ongoing funding we receive.
The RDOF program is less favorable to us than the CAF Phase II program was and resulted in a material reduction in our annual FCC funding, from approximately $313 million in annual support under CAF II in 2021 to approximately $37 million in annual support under RDOF beginning in early 2022. This has resulted in a material reduction in our revenue and operating income and could have a material adverse effect on our business, financial condition, and results of operations. In addition, the FCC is reviewing CAF II carriers’ completion data and if the FCC determines that we did not satisfy our CAF II requirements we could be required to return a portion of the funds received and may be subject to certain other fines, requirements and obligations, which could have an adverse impact on our financial condition.
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 are closely tracking implementation of the BEAD program, including state determinations regarding subsidy award criteria. We are actively pursuing awards of these stimulus funds, however, we continue to evaluate our opportunities as the process is complex and any awards that we ultimately receive under the IIJA may require significant up-front capital expenditures or other costs.
A portion of our total revenues are derived from switched access charges paid by other carriers for services we provide in originating intrastate and interstate long-distance traffic. The rates we can charge for switched access are regulated by the FCC and state regulatory agencies and could be further reduced in the future.
Certain states also have their own open proceedings to address reform to originating intrastate access charges, other intercarrier compensation, and state universal service funds. We cannot predict when or how these matters will be decided or the effect on our subsidy or switched access revenues. However, future reductions in our subsidy or switched access revenues may directly affect our profitability and cash flows as those regulatory revenues do not have an equal level of associated variable expenses.
We are also required to contribute to the Universal Service Fund (“USF”) and the FCC allows us to recover these contributions through a USF surcharge on customers’ bills. If we are unable to recover USF contributions, it could have a material adverse effect on our business or results of operations.
On January 27, 2025, the federal Office of Management and Budget (“OMB”) issued a memorandum to the heads of all executive departments and agencies directing them to pause the disbursement of certain federal financial assistance. On January 28, 2025, the United States District Court for the District of Columbia issued a temporary stay of the OMB directive, which the OMB subsequently rescinded. It is uncertain if the OMB will seek to further pause or otherwise limit future federal disbursements, or if any such changes will impact the funding Frontier receives under federal programs, including USF, RDOF and other federal broadband grants including BEAD. We are closely tracking developments in this area. Significant decreases in available funding, or the imposition of significant requirements on the receipt of such funding, could have a material adverse effect on our business and results of operations.
While we are implementing a number of operational initiatives in order to realize certain cost savings, our ability to achieve such cost savings on a timely basis, or at all, is subject to various risks and assumptions by our management, which may or may not be realized. Even if we do realize some or all of such cost savings, they may be insufficient to offset any reductions in subsidies we receive, or our inability to recover USF contributions.
Frontier and our industry are expected to remain highly regulated, and we could incur substantial compliance costs that could constrain our ability to compete in our target markets.
As an incumbent local exchange carrier, some of the services we offer are subject to significant regulation from federal, state, and local authorities. This regulation could impact our ability to change our rates, especially on our basic voice services and our access rates and could impose substantial compliance costs on us. In some jurisdictions, regulation may restrict our ability to expand our service offerings and we may be required to undertake investments and/or other actions to ensure service quality, network reliability, or continued availability of service or face penalties and other obligations. In addition, changes to the regulations that govern our business, including more robust regulation of currently lightly regulated internet access services, may have an adverse effect on our business by reducing the allowable fees that we may charge, imposing additional compliance costs, reducing the amount of subsidies, or otherwise changing the nature of our operations and the competition in our industry. At this time, it is unknown how these regulations, regulatory oversight, or changes to these regulations will affect our operations or ability to compete in the future.
We are subject to the oversight of certain federal and state agencies that may investigate or pursue enforcement actions against us relating to consumer protection matters.
Certain federal and state agencies, including state attorneys general, monitor and exercise oversight related to consumer protection matters, including those affecting the communications industry. Such agencies have in the past, and may in the future, choose to launch an inquiry or investigation of our business practices in response to customer complaints or other publicized customer service issues or disruptions, including regarding the failure to meet technological needs or expectations of our customers or related to public safety services. Such inquiries or investigations could result in reputational harm, enforcement actions, litigation, fines, settlements, and/or operational and financial conditions being placed on the Company, any of which could materially and adversely affect our business.
We are subject to the oversight of certain federal and state regulatory agencies regarding commitments that were made by or imposed on the Company by the regulatory agencies in association with securing federal and state regulatory approval for the Restructuring and the ongoing operation of our business.
The Company has made several affirmative commitments to federal and certain state regulators to secure approval for the Restructuring, and the ongoing operation of our business, including specific investment, broadband service deployment, service quality improvements, reporting, and compliance commitments. Regulators will monitor and may launch compliance inquiries or investigations and if the Company is found to have failed to comply with its obligations it could result in reputational harm, enforcement actions, litigation, penalties, fines, settlements and/or operational and financial conditions being placed on the Company, any of which could materially and adversely affect our business.
Issues related to the development and use of artificial intelligence could give rise to legal or regulatory actions, damage our reputation or otherwise materially harm our business.
We currently incorporate AI technology in certain of our products and services and in our business operations. AI is currently being developed in a highly competitive and rapidly evolving environment by a wide variety of companies, many of which are dedicating substantially more resources than we are to research and development initiatives. Due to the complexity of its design and algorithms, AI presents various risks and challenges, and its use could have unintendedadverse consequences. We may be unsuccessful in identifying or resolving ethical and legal issues. The Company's use of AI may give rise to risks related to harmful content, inaccurate output, bias, intellectual property infringement or misappropriation, defamation, privacy incidents, and cybersecurity vulnerabilities, among others. The United States and other governmental bodies have taken initial steps to regulate AI, which could ultimately increase AI’s legal risks or decrease its usefulness. For all these reasons, we cannot assure you that our use of AI will not harm our business, operations or reputation.
Tax legislation may adversely affect our business and financial condition.
The determination of the benefit from (or provision for) income taxes requires complex estimations and significant judgments concerning the applicable tax laws. If in the future any element of tax legislation changes the tax code for income taxes, it could affect our income tax position and we may need to adjust the benefit from (or provision for) income taxes accordingly.
Risks Related to Our Common Stock
The price of our common stock may be volatile or may decline, which could result in substantial losses for purchasers of our common stock.
Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for them. Many factors, which may be outside our control, may cause the market price of our common stock to fluctuate significantly. As described under “Risks Related to the Proposed Merger”, if the Merger is not consummated for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Merger will be consummated, and the related benefits will be realized. Other factors include those described elsewhere in the “Risk Factors” section, as well as the following:
variations in our operating and financial performance and prospects from period to period;
our quarterly or annual earnings or those of other companies in our industry compared to market expectations;
the public’s reaction to our press releases, other public announcements, and filings with the SEC;
market overhang due to substantial holdings by former creditors that may wish to dispose of our common stock;
coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;
market and industry perception of our success, or lack thereof, in pursuing our fiber expansion strategy;
strategic actions by us or our competitors, such as acquisitions or restructurings;
changes in laws or regulations which adversely affect our industry or us;
changes in accounting standards, policies, guidance, interpretations, or principles;
changes in senior management or key personnel;
issuances, exchanges, or sales, or expected issuances, exchanges, or sales of our capital stock;
adverse resolution of new or pending litigationagainst us; and
changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment.
If there are substantial sales of shares of our common stock, the price of our common stock could decline.
The market price of the shares of our common stock could decline as a result of the sale of a substantial number of our shares of common stock in the public market, by us or significant stockholders, or the perception in the market that such sales could occur.
We do not intend to pay dividends on our common stock for the foreseeable future.
We currently have no intention to pay dividends on our common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our Board of Directors may deem relevant. In addition, certain of our debt instruments contain covenants that restrict the ability of our subsidiaries to pay dividends to us.
Delaware law and certain provisions in our certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our Company.
Our certificate of incorporation and our by-laws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following: action by stockholders may only be taken at an annual or special meeting duly called by or at the direction of our Board of Directors; and advance notice for all stockholder proposals is required. The proposed Merger was approved by our Board of Directors and approved by action of our stockholders at a special meeting duly held on November 13, 2024.
These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to initiate actions that are opposed by our Board of Directors, including actions to delay or impede a merger, tender offer or proxy contest involving our Company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.
If securities or industry analysts do not publish or cease publishing research or reports, or publish unfavorable research or reports, about us, our business, or our industry, or if they adversely change their recommendations regarding our stock, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities analysts may publish about us, our business, our industry, or our competitors. If we do not maintain adequate research coverage or if any of the analysts who may cover us downgrade our stock, publish inaccurate or unfavorable research about our business or provide relatively more favorable recommendations about our competitors, our stock price could decline. If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports about us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
General Risk Factors
The ability to attract and retain key personnel is critical to the success of our business.
Our success depends in part upon key personnel. Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly in light of the uncertainty created by the pendency of the Merger, as described above. The loss of key employees or unexpected changes in the composition of our senior management team could materially and adversely affect our ability to execute our strategy and implement operational initiatives which could have a material and adverse effect on our financial condition, liquidity, and results of operations. We cannot guarantee that our key personnel will not leave or compete with us. If executives, managers, or other key personnel resign, retire, or are terminated, or their service is otherwise interrupted, we may not be able to replace them in a timely manner. The loss, incapacity, or unavailability for any reason of key members of our management team could have a material adverse impact on our business. The risks to attracting and retaining key personnel may be exacerbated by inflationary pressures on employee wages and benefits.
closing
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 be able 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. We are prioritizing our activities to locations that we believe will provide the highest investment returns. Over time, we expect our business mix will shift significantly, with a larger percentage of revenue coming from fiber as we implement our expansion plan.
Our strategy focuses on four strategic priorities : fiber deployment, fiber penetration, operational efficiency, and improving the customer experience. We accomplished the following objectives in 2024:
We added approximately 1.3 million fiber passings. As of December 31, 2024, we had approximately 7.8 million total locations passed with fiber.
We added 385,000 fiber broadband customer net additions, resulting in fiber broadband customer growth of 19% as compared to the prior year. In our base fiber footprint of 3.2 million locations, we reached broadband penetration of 46.2%.
Fiber broadband customer net additions continued to outpace copper broadband customer net losses, resulting in 151,000 total broadband customer net additions.
Revenue growth of 3% year-over-year, as fiber revenue growth of 14% offset copper revenue declines of 8%.
We improved our liquidity and cost of capital through the issuance of $750 million low-cost fiber securitization notes, the addition of a $1.5 billion delayed draw term loan facility, and the refinancing and repricing of our $1.02 billion term loan. These transactions reduced the ongoing cost of funding our fiber upgrade program.
We achieved our annualized gross run rate cost savings target of $500 million at the end of 2023 – double our initial goal of $250 million. As of December 31, 2024, we had realized $597 million of gross annualized cost savings since 2021.
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 II of this Annual Report for more detail.
Our fiber build plans include significant expenditures which could be adversely impacted by supply chain delays, actual or perceived inflation, tight labor markets, increased fuel and electricity costs, increases in the cost of borrowing, and other risks. In addition to higher costs, the availability of building materials and other supply chain risks could negatively impact our ability to achieve the fiber build plans we are executing against. 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 $353 million and $492 million, for the years ended December 31, 2024 and 2023, respectively, a decrease of $139 million.
Operating income decreased primarily due to decreases in revenue from voice and video services and increases in selling, general and administrative expenses, and in depreciation and amortization expense. These factors were partially offset by an increase in data and internet services revenue, as well as decreases in cost of service as compared to 2023.
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.
(a) Results of Operations
Customer Trends
As of or for the year ended December 31,
(Customer, Subscriber, and Employee Metrics in thousands)
% Change
Broadband Customer Metrics
Fiber Broadband
Consumer customers
Business and wholesale customers
Consumer net customer additions
Consumer customer churn
Consumer customer ARPU
Copper Broadband
Consumer customers
Business and wholesale customers
Consumer net customer losses
Consumer customer churn
Consumer customer ARPU
Consumer Customer Metrics
Customers
Net customer additions / (losses)
ARPC
Customer Churn
Other Metrics
Employees
We provide service and product options in our consumer and business offerings in each of our markets.
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 year ended December 31, 2024, we added approximately 371,000 consumer fiber broadband customers compared to approximately 303,000 in 202 3. Customers who migrated from our copper base constituted a minor portion of these consumer fiber broadband customer net additions in 2024.
For the year ended December 31, 2024, we added approximately 14,000 business and wholesale fiber broadband customers compared to approximately 15,000 in 2023.
Our focus on expanding and improving our fiber network has contributed to healthy customer retention. Our average monthly consumer fiber broadband churn was 1.36% for the year ended December 31, 2024, compared to 1.32% in 2023. These consistent results were driven by our continued focus on key customer touchpoints such as installation and first bill and reflect retention activities associated with inflation-related pricing actions and the end of certain promotion pricing periods.
o The average monthly consumer fiber broadband revenue per customer (“consumer ARPU”) increased $2.15, or 3%, to
$65.54 in 2024, compared to $63.39 in 2023.
o The increase in consumer ARPU for the year ended December 31, 2024 was due to higher intake pricing, customer shifts
to higher broadband speeds, customers rolling off promotional pricing, and lower gift card redemptions, all partially offset by increased retention activity and autopay take rates.
Copper Broadband Customers
For the year ended December 31, 2024, we lost approximately 210,000 consumer copper broadband customers compared to a loss of approximately 221,000 in 2023.
For the year ended December 31, 2024, we lost approximately 24,000 business and wholesale copper broadband customers compared to a loss of approximately 22,000 in 2023.
Our average monthly consumer copper broadband churn was 2.22% for the year ended December 31, 2024, compared to 1.90% in 2023. The increase in consumer copper broadband churn was driven by the impact of inflationary price increases and changes to our copper broadband go to market approach which impacted gross add volume.
Consumer Customers
We experienced an increase in consumer customers of 2% as of December 31, 2024, as compared to December 31, 2023.
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 copper customers to fiber.
We gained approximately 64,000 consumer customers for the year ended December 31, 2024, compared to a loss of approximately 4,000 consumer customers for the year ended December 31, 2023, driven by growth in fiber broadband customers and partially offset by losses in copper broadband, voice and video customers.
For the year ended December 31, 2024, we experienced a net gain of consumer broadband customers of approximately 161,000 as compared to a net gain of approximately 82,000 for the year ended December 31, 2023.
o The average monthly consumer revenue per customer (“consumer ARPC”) increased $1.00, or 1%, to $83.53 for the year ended December 31, 2024, compared to the prior year period. The slight increase 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. We have de-emphasized the sale of low margin video products, which has historically been a material part of the overall ARPC. Going forward, we expect moderate movements in ARPC as our customer mix becomes more weighted towards broadband services.
Financial Results
For the year ended
For the year ended
December 31,
December 31,
( $ in millions )
Data and Internet services
Voice services
Video services
Other
Revenue from contracts with customers
Subsidy and other revenue
Revenue
Operating expenses:
Cost of service
Selling, general and administrative expenses
Depreciation and amortization
Restructuring costs and other charges
Total operating expenses
Operating income
Consumer
Business and wholesale
Revenue from contracts with customers
Fiber revenue
Copper revenue
Revenue from contracts with customers
REVENUE
The table below presents our revenue by technology for the periods indicated:
For the year ended
For the year ended
December 31,
December 31,
$ Increase
% Increase
( $ in millions )
(Decrease)
(Decrease)
Fiber
Copper
Revenue from contracts with customers (1)
Subsidy revenue
Total revenue
(1) Includes $52 million and $62 million of lease revenue for the years ended December 31, 2024 and 2023, respectively.
Our revenue streams are primarily a result of recurring data, voice, and video services delivered over our fiber and copper 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 broadband 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.
The table below presents our revenue for our consumer and business and wholesale customers for the periods indicated:
For the year ended
For the year ended
December 31,
December 31,
$ Increase
% Increase
( $ in millions )
(Decrease)
(Decrease)
Consumer
Business and wholesale
Revenue from contracts with customers (1)
Subsidy revenue
Total revenue
(1) Includes $52 million and $62 million of lease revenue for the years ended December 31, 2024 and 2023, 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, with the exception of a determination of the provision for expected credit losses.
Consumer
For the year ended December 31, 2024, compared to the year ended December 31, 2023:
Consumer revenues increased approximately 2% for the year ended December 31, 2024, as compared to the year ended December 31, 2023. 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.
o We experienced a 23% improvement in consumer fiber broadband revenues for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
o This improvement is a result of higher consumer fiber broadband ARPU as well as increase net adds of consumer fiber broadband customers due to our expanded fiber footprint and continued focus on product positioning in both new and existing markets.
We experienced a decline of approximately 13% in consumer copper broadband revenues for the year ended December 31, 2024, as compared to the year ended December 31, 2023. 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 net adds.
Business and Wholesale
For the year ended December 31, 2024, our business and wholesale revenues increased 5%, as compared to the prior year. This increase was driven by increases in fiber broadband and network access services, partially offset by decreases in voice revenue predominantly in business. The increase in fiber broadband was due to continued growth of our customer base, and a shift towards higher broadband speeds. The increase in network access services is due primarily to price adjustments as well as install and upgrade activity.
The table below presents our revenue by product and service type for the periods indicated :
For the year ended
For the year ended
December 31,
December 31,
$ Increase
% Increase
( $ in millions )
(Decrease)
(Decrease)
Data and Internet services
Voice services
Video services
Other
Revenue from contracts with customers (1)
Subsidy revenue
Total revenue
(1) Includes $52 million and $62 million of lease revenue for the years ended December 31, 2024 and 2023, respectively.
We categorize our products, services, and other revenues into the following five categories:
Data and Internet Services
We provide data and Internet services to our consumer, business, and wholesale customers. Data and Internet services consist of fiber broadband services, copper broadband services, and network access revenues (data transmission services and dedicated high-capacity circuits including data services to wireless providers commonly called wireless backhaul). Network access services are provided primarily to our business and wholesale customers, while fiber and copper broadband are provided to all customer segments.
Our fiber expansion strategy is expected to positively impact data and Internet services. This network expansion is designed to provide faster, symmetrical broadband speeds and provide customer and revenue growth opportunities for fiber broadband and certain network access products like ethernet. We believe this initiative will create opportunities for us to provide more fiber-based services to our customers.
($ in millions)
Data and Internet services revenue, December 31, 2023
Change in fiber broadband revenue
Change in copper broadband revenue
Change in other data and internet services
Data and Internet services revenue, December 31, 2024
Data and internet services revenue increased $429 million, or 12%, to $3,963 million for the year ended December 31, 2024, as compared to the prior year. The increase was driven by growth in the 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 products. It also includes enhanced features such as call waiting, caller identification, and voice messaging services.
Voice services revenue declined $142 million, or 10%, to $1,231 million, for the year ended December 31, 2024, as compared to the prior year. 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 period, 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 includes pay-per-view revenues, video on demand, equipment rentals, and video advertising. We have made the strategic decision to limit sales of new 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 $86 million, or 20%, to $344 million, for the year ended December 31, 2024, as compared to the prior year. The decline was primarily driven by traditional video customer losses, partially offset by price increases as compared to the prior year.
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.
Other customer revenue decreased $4 million, or 1%, to $335 million for the year ended December 31, 2024, as compared to the prior year period driven by decreases in rent, switched access and equipment sales, partially offset by higher other fees.
Subsidy and other revenue
Subsidy and other revenue decreased $11 million, or 15%, to $64 million for the year ended December 31, 2024, compared to the prior year, primarily due to decreases in federal and state subsidies.
OPERATING EXPENSES
The table below presents our operating expenses for the periods indicated:
For the year ended
For the year ended
($ in millions)
December 31,
December 31,
Variance
Operating expenses:
Cost of Service
Selling, general and administrative expenses
Depreciation and amortization
Restructuring costs and other charges
Total operating expenses
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 decreased $15 million for the year ended December 31, 2024, as compared to the prior year. The decrease in cost of service expense was driven by lower video content costs as a result of declines in video customers, non-renewal of certain content agreements, and decreased CPE costs. These decreases more than offset higher energy and outside service rate increases resulting from higher inflation.
Selling, General, and Administrative Expenses
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.
SG&A expenses increased by $79 million for the year ended December 31, 2024, as compared to the prior year. This increase was primarily a result of increases in marketing costs, third party commissions, property taxes, and a settled dispute with the Chief Executive Officer of Frontier’s predecessor company, partially offset by lower compensation and other fees.
Pension and Other post-employment benefits (“OPEB”) costs
We allocate certain pension/OPEB expense to cost of service and SG&A expenses. Total pension and OPEB service costs were as follows :
For the year ended
For the year ended
December 31,
December 31,
($ in millions)
Total pension/OPEB expenses
Less: costs capitalized into capital expenditures
Net pension/OPEB expense
Depreciation and Amortization
For the year ended December 31, 2024, 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 year ended December 31, 2024, restructuring costs and other charges increased $51 million, as compared to the year ended December 31, 2023, primarily due to higher pension/OPEB special terminationbenefitenhancement costs related to a voluntary severance program, costs associated with the Verizon merger and other restructuring activities, slightly offset by lower severance and employee costs.
OTHER NON-OPERATING INCOME AND EXPENSE
For the year ended
For the year ended
( $ in millions )
December 31,
December 31,
% Increase
(Decrease)
Investment and other income, net
Interest expense
Income tax expense (benefit)
Investment and other income, net
Investment and other income, net decreased by $173 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. This decrease was primarily driven by a remeasurement loss to our pension plan of $45 million for the year ended December 31, 2024, compared to a remeasurement gain of $202 million for the year ended December 31, 2023, partially offset by a remeasurement gain to our postretirement benefit plan of $35 million, for the year ended December 31, 2024, compared to a remeasurement loss of $3 million, for the year ended December 31, 2023.
Interest expense
For the year ended December 31, 2024, interest expense increased $151 million, as compared to 2023. The increase in interest expense was primarily driven by a higher debt balance.
Income tax expense (benefit)
During the year ended December 31, 2024, we recorded an income tax benefit of $24 million on pre-tax loss of $346 million. Our effective tax rate for the year ended December 31, 2024 was 7.0%.
(b) Liquidity and Capital Resources
As of December 31, 2024, we had liquidity of approximately $2,910 million, comprised of cash and cash equivalents of $750 million, the available capacity on our delayed draw term loan facility of $1,500 million and undrawn revolving credit facility of $660 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.
On July 1, 2024, Frontier Issuer LLC amended its Secured Fiber Network Revenue Variable Funding Notes, Series 2023-2, Class A-1 facility (the “VFN Amendment”) to reduce the available Variable Funding Notes commitment amount to $0, with the ability to increase the commitment amount up to $500 million in the future upon the satisfaction of certain conditions, and to extend the maturity date to June 2028.
Analysis of Cash Flows
As of December 31, 2024, we had unrestricted cash and cash equivalents aggregating $750 million. For the year ended December 31, 2024, 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 December 31, 2024 , we had a working capital deficit of $ 1,029 million compared to a $506 million surplus at December 31, 2023. The primary drivers for the change to the working capital deficit at December 31, 2024 were a decrease in short-term investments of $1,075 million, a decrease of $375 million in cash and cash equivalents, a decrease to vendor financing payables of $247 million and a decrease in accounts receivable of $67 million, partially offset by an increase of $82 million in other current liabilities as compared to the period ended December 31, 2023.
Cash Flows provided from Operating Activities
Cash flows provided from operating activities increased $277 million to $1,621 million for the year ended December 31, 2024, as compared to 2023. The overall increase in operating cash flows was primarily the result of changes in working capital.
We received $10 million in net cash taxes during the year ended December 31, 2024, and we paid less than $1 million in net cash taxes during the year ended December 31, 2023.
Cash Flows used by Investing Activities
Cash flows used by investing activities were $1,681 million for the year ended December 31, 2024, compared to cash flows used by investing activities of $2,556 million in 2023, due to a decrease of $428 million in capital expenditures and an increase from the activity of purchases and sales of short-term investments as compared to the prior year period.
Capital Expenditures
For the years ended December 31, 2024 and 2023, our capital expenditures were $2,783 million and $3,211 million, respectively. The decrease in capital expenditures is due to a greater proportion of capital payments classified as a financing activity in the cash flows for vendor financing in 2024 when compared to the prior year period.
Cash Flows used by Financing Activities
Cash flows used by financing activities decreased $2,397 million to $268 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease in financing activities was primarily driven by the decrease in net proceeds from long-term debt borrowings, an increase in long-term debt principal payments and an increase in vendor financing payments in 2024.
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 $265 million of revolver Letters of Credit).
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 December 31, 2024 and December 31, 2023 we had $16 million and $263 million, respectively, of vendor financing liabilities included in “Other current liabilities” on our consolidated balance sheet. Capital expenditures for the year ended December 31, 2024 were $2,783 million, and when including $463 million cash paid for vendor financing, capital investment was $3,246 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 December 31, 2024, that our operating cash flows, existing cash balances and capacity under our DDTL and Revolving Credit Facilities, 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.
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.
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.
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.
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 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.
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 December 31, 2024, 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.
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
A summary of our future contractual obligations and commercial commitments as of December 31, 2024 is as follows:
Payments due by period
($ in millions)
Total
Thereafter
Long-term debt obligations, excluding interest
Interest on long-term debt
Lease obligations
Purchase obligations
Total
Our outstanding performance letters of credit increased from $181 million to $185 million during 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 by December 31, 2028, with interim target milestones over this period. 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 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 are closely tracking implementation of the BEAD program, including state determinations regarding subsidy award criteria. We are actively pursuing awards of these stimulus funds, however, we continue to evaluate our opportunities as the process is complex and any awards that we ultimately receive under the IIJA may require significant up-front capital expenditures or other costs.
On January 27, 2025, the federal Office of Management and Budget (“OMB”) issued a memorandum to the heads of all executive departments and agencies directing them to pause the disbursement of certain federal financial assistance. On January 28, 2025, the United States District Court for the District of Columbia issued a temporary stay of the OMB directive and which the OMB subsequently rescinded. It is uncertain if the OMB will seek to further pause or otherwise limit future federal disbursements, or if any such changes would impact the funding Frontier receives under federal programs, including USF, RDOF and other federal broadband grants including BEAD. We are closely tracking developments in this area. Significant decreases in available funding, or the imposition of significant requirements on the receipt of such funding, could have a material adverse effect on our business and results of operations.
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. For a discussion of these and other accounting policies, see Note 1 of the Notes to Consolidated Financial Statements.
Allowance for Doubtful Accounts
We maintain an allowance for doubtful accounts based on our estimate of our ability to collect accounts receivable. Our estimates are based on assumptions and other considerations, including payment history, customer financial performance, carrier billing disputes and aging analysis. Our estimation process includes general and specific reserves and varies by customer category. In 2024 and 2023, we had no “critical estimates” related to bankruptcies of communications companies or any other significant customers. See Notes 1 and 6 of the Notes to Consolidated Financial Statements for additional information.
Depreciation
The calculation of depreciation expense is based upon the estimated useful lives of the underlying property, plant and equipment. Depreciation expense is principally based on the composite group method for substantially all of our property, plant, and equipment assets. The estimates for remaining lives of the various asset categories are determined annually, based on an independent study. Among other considerations, these studies include models that consider actual usage, replacement history and assumptions about technology evolution for each category of asset. The latest study was completed in the fourth quarter of 2024 and did not result in any significant changes in remaining lives for any of our asset categories. A one-year decrease in the estimated useful lives of our property, plant, and equipment would result in an increase of approximately $156 million to depreciation expense.
See Note 6 of the Notes to Consolidated Financial Statements for additional information.
Asset Impairments
We review long-lived assets to be held and used, including customer lists, finite-lived intangible assets, and long-lived assets to be disposed of for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. When triggering events are identified, recoverability of assets to be held and used is measured by comparing the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by the asset. Recoverability of assets held for sale is measured by comparing the carrying amount of the assets to their estimated fair market value. If any assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value. Also, we periodically reassess the useful lives of our tangible and intangible assets to determine whether any changes are required.
We considered whether the carrying values of finite-lived intangible assets, and property plant and equipment may not be recoverable or whether the carrying value of certain finite-lived intangible assets were impaired, noting no impairment was present as of or for the year ended December 31, 2024.
Pension and Other Postretirement Benefits
We sponsor a defined benefit pension plan covering a significant number of our current and former employees as well as other postretirement benefit plans that provide medical, dental, life insurance and other benefits for covered retired employees and their beneficiaries and covered dependents. As of December 31, 2024, the unfundedbenefit obligation for these plans recorded on our consolidated balance sheet was $630 million. During 2024, we contributed $171 million to these plans in cash and recorded $54
million of operating expense before capitalization, and $13 million of net non-operating income. Pension and other postretirement benefit costs and obligations are dependent upon various actuarial assumptions, the most significant of which are the discount rate and the expected long-term rate of return on plan assets.
Our discount rate assumption is determined annually with assistance from our actuaries based on the pattern of expected future benefit payments and the prevailing rates available on long-term, high quality corporate bonds with durations approximate to that of our benefit obligation. As of December 31, 2024, and 2023, we utilized an estimation technique that is based upon a settlement model (Bond:Link) that permits us to closely match cash flows to the expected payments to participants. This rate can change from year-to-year based on market conditions that affect corporate bond yields.
We are utilizing a discount rate of 5.60% as of December 31, 2024, for our qualified pension plan, compared to rates of 5.20% and 5.50% in 2023 and 2022, respectively. The discount rate for postretirement plans as of December 31, 2024, was 5.70% compared to 5.20% in 2023 and 5.50% in 2022.
In the following table, we show the estimated sensitivity of our pension and other postretirement benefit plan liabilities to a 25 basis point change in the discount rate as of December 31, 2024:
($ in millions)
Increase in Discount Rate of 25 bps
Decrease in Discount Rate of 25 bps
Pension plans
Projected benefit obligation
Other postretirement plans
Accumulated postretirement benefit obligation
In developing the expected long-term rate of return assumption, we considered published surveys of expected market returns, 10 and 20 year actual returns of various major indices, and our own historical 5-year, 10-year and 20-year investment returns. The expected long-term rate of return on plan assets is based on an asset allocation assumption of 65% in long-duration fixed income securities, and 35% in equity securities and other investments. We review our asset allocation at least annually and make changes when considered appropriate. Our asset return assumption is made at the beginning of our fiscal year. In 2023 and 2022, our expected long-term rate of return on plan assets was 7.50%. For the period January 1, 2024 – September 30, 2024, our expected long-term rate of return on plan assets was 7.50%. For the period October 1, 2024 to December 31, 2024, our expected long-term rate of return on plan assets was 6.65%. Our actual return on plan assets for the year ended December 31, 2024, was a gain of 5%, for the year ended December 31, 2023, was a gain of 15% and for the year ended December 31, 2022, was a loss of 20%. For 2025, we expect to assume a rate of return of 6.65%. Our pension plan assets are valued at fair value as of the measurement date .
For additional information regarding our pension and other postretirement benefits (see Note 18 to the Notes to Consolidated Financial Statements).
Income Taxes
We file a consolidated federal income tax return. We utilize the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recorded for the tax effect of temporary differences between the financial statement basis and the tax basis of assets and liabilities using tax rates expected to be in effect when the temporary differences are expected to reverse. Actual income taxes could vary from these estimates due to future changes in governing law or review by taxing authorities.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, tax-planning strategies, and results of recent operations. If we determine that we are not able to realize a portion of our net deferred tax assets in the future, we would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes.
The tax effect of a change in tax law or rates included in income tax expense from continuing operations includes effect of changes in deferred tax assets and liabilities initially recognized through a charge or credit to other comprehensive income. The residual tax effects typically are released when the item giving rise to the tax effect is disposed of, liquidated, or terminated.
Recent Accounting Pronouncements
For additional information regarding FASB Accounting Standards Updates (‘‘ASU’’s) that have been issued but not yet adopted and that may impact the Company, refer to Note 3 – ‘‘Recent Accounting Pronouncements’’ to the audited consolidated financial statements in Part II, Item 8 of this annual Report on form 10-K .
