NTELOS 8-K NTELOS Holdings Corp. To Create Separate Wireless

Separation of the Wireless and Wireline

Companies

Exhibit 99.2

1

Use of Non-GAAP Financial Measures

Included in this presentation are certain non-GAAP financial measures that

are not determined in accordance with US generally accepted accounting

principles.  These financial performance measures are not indicative of cash

provided or used by operating activities and exclude the effects

of certain

operating, capital and financing costs and may differ from comparable

information provided by other companies, and they should not be considered

in isolation, as an alternative to, or more meaningful than measures of

financial performance determined in accordance with US generally

accepted

accounting principles.  These financial performance measures are

commonly

used in the industry and are presented because NTELOS believes they

provide relevant and useful information to investors.  NTELOS utilizes these

financial performance measures to assess its ability to meet future capital

expenditure and working capital requirements, to incur indebtedness if

necessary, and to fund continued growth.  NTELOS also uses these

financial

performance measures to evaluate the performance of its business, for

budget planning purposes and as factors in its employee compensation

programs.

2

Special Note Regarding Forward-Looking Statements

Any statements contained in this presentation that are not statements of

historical fact, including statements about our beliefs and expectations, are

forward-looking statements and should be evaluated as such.  The words

"anticipates," "believes," "expects," "intends," "plans," "estimates," "targets,"

"projects," "should," "may," "will" and similar words and expressions are

intended to identify forward-looking statements.  Such forward-looking

statements reflect, among other things, our current expectations, plans and

strategies, and anticipated financial results, all of which are subject to known

and unknown risks, uncertainties and factors that may cause our actual

results to differ materially from those expressed or implied by these forward-

looking statements.  Many of these risks are beyond our ability to control or

predict.

Because

of

these

risks,

uncertainties

and

assumptions,

you

should

not place undue reliance on these forward-looking statements.  Furthermore,

forward-looking statements speak only as of the date they are made.  We do

not undertake any obligation to update or review any forward-looking

information, whether as a result of new information, future events or

otherwise. 

3

Special Note Regarding Forward-Looking Statements (cont.)

Important factors with respect to any such forward-looking statements, including certain

risks and uncertainties that could cause actual results to differ from those contained in the

forward-looking statements,

proposed separation may be outweighed by possible negative effects of the proposed

separation on either NTELOS's or The New Wireline Company's business operations or

financial performance.  

and intense competition in the telecommunications industry; adverse economic conditions;

operating and financial restrictions imposed by our senior credit facility; our cash and

capital requirements; declining prices for our services; the potential to experience a high

rate of customer turnover; our dependence on our affiliation with Sprint Nextel ("Sprint");

a potential increase in our roaming rates and wireless handset subsidy costs; the potential

for Sprint to build networks in our markets; federal and state regulatory fees, requirements

and developments; loss of our cell sites; the rates of penetration in the wireless

telecommunications industry; our reliance on certain suppliers and vendors; and other

unforeseen difficulties that may occur.  These risks and uncertainties are not intended to

represent a complete list of all risks and uncertainties inherent in our business, and should

be read in conjunction with the more detailed cautionary statements and risk factors

included in our SEC filings, including our Annual Reports filed on Forms 10-K. 

These risks also include but are not limited to: rapid development

include the risk that the anticipated benefits from the

Strategic Rationale for Separation

4

Positioned as leading independent

rural / regional carrier

Participate in future industry

consolidation / competitive

rationalization

New growth opportunities

Organic and acquisitive

Enhances

Strategic

Flexibility

Wireless

Wireline

Focus on wireless substitution for

voice / data / video

LTE investment

Expand wholesale business

Further expand service offerings

Leverage

position

as

carriers’

carrier

in region

Enhances

operational

Initiatives

Optimize capital structures to reflect growth expectations of

respective

businesses

Create opportunity to revisit optional dividend policy

More effectively structure employee compensation

Offer

investors

“pure

play”

investment

opportunity

Enhances

Financial

Returns

Two distinct assets with different opportunity sets

Transaction Summary

Tax-free

spin-off

of

NTELOS

wireline

to

stockholders

of

NTELOS

Holdings

Corp

Exchange ratio to be determined prior to separation

The New Wireline

Company to be publicly traded

Tax Treatment

Tax free distribution for Federal income tax purposes

Anticipated Capital Structures/Financing

Wireless—3.25x leverage or less (comply with existing covenants)

Wireline—approximately 3.00x  leverage

Financing to be arranged prior to separation

Intercompany Relationship

Transition services agreement (two years)

Other long-term contracts; as needed

Required Approvals

IRS determination, SEC, FCC and state regulatory commissions

Timings

Separation expected to be completed in second half of 2011

Transaction Overview

5

6

Separation Focuses Wireless Growth Strategy

($ in millions)

(1)

As of September 30, 2010 or for the twelve months ended September 30, 2010.

(2)

Excludes unallocated other costs and incremental expenses and adjustments expected

to be associated with the separation.

•

Average of 23.0 MHz of spectrum

•

5.6 million covered POPs

•

434K

(1)

retail subscribers

•

Data ARPU growth of 37% driven by EV-DO

upgrade and expanded prepay data offerings

•

Wholesale revenues (primarily Sprint Nextel

agreement) of $113 million

•

37% YTD Adjusted EBITDA margin

(1)(2)

•

Adjusted EBITDA less CAPEX, or free cash flow,

of $110.7

(1)(2)

•

Projected post separation debt to adjusted

EBITDA ratio will be 3.25 to 1, or less

Wireless ($406M Revenue / $149M Adj. EBITDA)

(1) (2)

7

Wireline

Separation: Catalyst for Proven Growth Strategy as a

Regional High Speed Data Provider

($ in millions)

•

Competitive Segment

•

Commercial or Institutional

Healthcare

Government

Education

Regional Banking

•

18% YoY

growth in strategic broadband and

video services

•

5,700 route-mile fiber network

•

Acquisition of FiberNet

closed 12/1/10

•

RLEC -

Growth in Data and Video

•

98% DSL coverage with 6 MB speed

•

23% IPTV penetration of homes passed with fiber;

30%-35% penetration of neighborhoods available

over 18 months

•

Adjusted EBITDA less CAPEX, or free cash flow, of

$56M

•

Projected post separation debt to adjusted EBITDA

ratio to be approximately 3.00 to 1

Wireline

($214M

Revenue

/

$105M

Adj.

EBITDA)

(1)(2)

(1)

As of September 30, 2010 or for the twelve months ended September 30, 2010.

(2)

Excludes unallocated other costs and incremental expenses and adjustments expected

to be associated with the separation.

8

Management

Wireless

Support Functions*

Wireline

Operations

*Support Functions provided to the new wireline

company under transition services agreements for up to two years

James A. Hyde

Chief Executive Officer

James A. Hyde

Chief Executive Officer

Michael B. Moneymaker

Chief Financial Officer

Mary McDermott

SVP, Legal & Regulatory

Frank L. Berry

Chief Operating Officer

Conrad J. Hunter

Chief Operating Officer

Robert McAvoy

SVP, Engineering

Rob Cale

VP, Marketing

David Coats

VP, Customer Care

Jeff Wilson

VP, Sales

Ken Boward

VP, Accounting

Duane Breeden

VP, IT

Craig Highland

VP, Tax & Development

Joe Leigh

VP, HR

Dave Keller

SVP, Sales & Marketing

Glen Butler

VP, Engineering

Operations

9

Adjusted EBITDA Reconciliation

($ in millions)

Last 12 months ended:

Wireless

September 30, 2010

Operating Income

$89

Depreciation and Amortization

58

Voluntary Early Retirement  and Workforce Reduction Plans

2

Adjusted EBITDA

$149

Wireline

Operating Income

$44

Depreciation and Amortization

31

NTELOS Reported Adjusted EBITDA

$75

30

$105

Plus: Historical Allegheny and FiberNet adjusted EBITDA