NTELOS 8-K Results of Operations and Financial Condition

4Q & FY 2012 Earnings

Presentation

February 28, 2013

Exhibit 99.2

Presentation of Financial and Other Important Information

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NASDAQ: NTLS

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

(“GAAP”). 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. Adjusted EBITDA is defined as net income

attributable to NTELOS Holdings Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, gain/loss on

derivatives, net income attributable to non-controlling interests, other expenses/income, equity based compensation charges, acquisition related charges, net

loss from discontinued operations and costs related to the separation of the wireless and wireline companies. Please review the reconciliations and other

definitions of non-GAAP financial measures contained in the press releases filed by the Company with the SEC, including those filed on Form 8-K on February

29, 2012, April 30, 2012,  August 1, 2012, November 1, 2012 and February 28, 2013.

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.  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, include,

but are not limited to:  our ability to attract and retain retail subscribers to our services; our dependence on our strategic relationship and the potential outcome

of any disputes with Sprint Nextel (“Sprint”); a potential increase in roaming rates and wireless handset subsidy costs; rapid development and intense

competition in the telecommunications industry; our ability to finance, design, construct and realize the benefits of any planned network technology upgrade;

the potential to experience a high rate of customer turnover; the potential for Sprint and others to build networks in our markets; cash and capital requirements;

operating and financial restrictions imposed by our senior credit facility; adverse economic conditions; federal and state regulatory fees, requirements and

developments; loss of ability to use our current cell sites; our continued reliance on indirect channels of retail distribution; 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 most recent Annual Report filed on Form 10-K.

Agenda

NASDAQ: NTLS

3

•

Jim Hyde, Chief Executive Officer

•

Steb Chandor, Chief Financial Officer

•

Conrad Hunter, Chief Operating Officer

Review Financial and Operational Highlights

Guidance Update

Q&A Session

Significant Growth in Operating Revenues

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NASDAQ: NTLS

4Q12 revenue increased 11% from 4Q11 to $117.4 million

FY 2012 revenue increased 7% from FY 2011 to $454.0 million

Retail Revenue Gains Momentum

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NASDAQ: NTLS

Subscriber revenue growth driven by both:

ARPU growth

Subscriber growth

4Q12 retail revenue increased 6% sequentially and 13% from 4Q11 to $75.1 million

FY 2012 retail revenue increased 3% from FY 2011 to $285.1 million

Wholesale/Other Revenue Shows Growth

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NASDAQ: NTLS

millions

millions

+7%

+17%

4Q12 wholesale/other revenue increased 7% from 4Q11 to $42.2 million

FY 2012 wholesale/other revenue increased 17% from FY 2011 to $168.9 million

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

$45.0

4Q 2011

4Q 2012

$130.0

$135.0

$140.0

$145.0

$150.0

$155.0

$160.0

$165.0

$170.0

$175.0

FY 2011

FY 2012

Sprint Disputes Update

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NASDAQ: NTLS

Data rate reset dispute

Still outstanding

Ranges updated to:

Sprint’s favor: $9.0 million

nTelos’s favor: $13.0 million

$4.2 million unrelated dispute raised during 3Q, isolated to historical billing issues only

$10.0 million

accrual

recorded

for

the

disputes

in

2012

included

in

current

liabilities

Subscribers –

Return to Growth

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NASDAQ: NTLS

Subscribers up 6% year-over year to 439,600

As of December 31, 2012, postpaid made up 68% of subscriber base

+6%

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

4Q 2011

4Q 2012

Prepaid Subscribers

Postpaid Subscribers

Subscribers –

Return to Growth (Continued)

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NASDAQ: NTLS

Highest quarterly net adds in almost four years

Average Revenue Per User (ARPU)

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NASDAQ: NTLS

4Q12 Blended ARPU up 9% year-over-year to $52.78

4Q12 Postpaid ARPU up 11% year-over-year to $61.19

+9%

+11%

Operational Expenses

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11

($ in millions)

4Q12

4Q11

Cost of sales and services

$47.4

$37.2

Customer operations

$30.7

$29.8

Corporate operations

$7.8

$7.9

Depreciation & Amortization

$17.4

$17.6

$103.3

$92.5

Increase of 12% primarily driven by growth in subscriber additions

Adjusted EBITDA

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Investments in network and smartphone lineup driving return to growth in EBITDA

Growth in Cell Sites

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NASDAQ: NTLS

Expands wholesale coverage

Controls roaming costs

Mitigates churn risk

Capitalization Overview

($ in millions)

December 31, 2012

Cash

$76.2

Total Debt

$494.1

Net Debt

$417.9

Adjusted EBITDA

$134.7

Net Debt Leverage

3.1x

NASDAQ: NTLS

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Competitively Differentiated Retail Model

SAVINGS

SIMPLICITY

SERVICE

Driving consideration for

“the best value in

wireless”

proposition

Making it “easy”

to switch

Creating “raving fans”

through superior

customer service

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NASDAQ: NTLS

Full Year Net Adds

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FY 2012 prepaid net adds improved 20,500 year-over-year

FY 2012 postpaid net adds improved 22,500 year-over-year

Smartphone Penetration

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iPhone Update:

44,600 or 67% sold to new customers

21,500 or 33% sold to upgrading

subscribers

As of December 31, 2012:

71% of iPhone sales to new subscribers in

4Q 2012

22% of postpaid base had iPhones as of

December 31, 2012

66,100 iPhones sold in 2012

59% of postpaid subscribers have a

smartphone

47% of prepaid subscribers have a

smartphone

Churn –

Improvements Driving Greater Retail Profitability

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NASDAQ: NTLS

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

Q4 2011

Q1 2012

Q2 2012

Q3 2012

Q4 2012

Prepaid Churn

Postpaid Churn

Guidance (as of February 28, 2013)

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For the year ended December 31, 2013

Adjusted

EBITDA

of

$135

million

-

$145

million

CapEx

of

$75

million

-

$85

million

2013 net adds expected to exceed 2012 net adds

Appendix

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NASDAQ: NTLS

NTELOS Holdings Corp.

Reconciliation of Net Income Attributable to NTELOS Holdings Corp. to Adjusted EBITDA

(In thousands)

FY 2012

4Q12

3Q12

2Q12

1Q12

4Q11

Net Income Attributable to NTELOS Holdings Corp.

18,387

$                 

321

$                       

4,608

$                    

5,606

$                    

7,852

$                    

(60,537)

$                 

Net income attributable to noncontrolling interests

1,941

443

488

881

129

447

Net Income

20,328

764

5,096

6,487

7,981

(60,090)

Discontinued operations, net

-

-

-

-

-

(64,812)

Income from continuing operations

20,328

764

5,096

6,487

7,981

4,722

Interest expense

22,944

6,651

5,432

5,433

5,428

5,463

Loss (gain) on derivatives

-

-

-

-

5

-

Income taxes

12,676

(454)

3,141

4,609

5,380

2,071

Other expense (income), net

7,194

7,038

50

44

57

1,174

Operating income

63,142

13,999

13,719

16,573

18,851

13,430

Depreciation and amortization    

63,528

17,440

15,810

15,101

14,907

17,589

Accretion of asset retirement obligations

637

174

163

151

149

156

Equity-based compensation

6,029

1,346

1,478

1,536

1,669

1,225

Business separation charges ¹

1,660

56

684

635

285

1,608

Adjusted EBITDA

134,726

$                

33,015

$                   

31,854

$                   

33,996

$                 

35,861

$                   

34,008

$                   

1

  Charges for legal and consulting services costs in connection with the separation of the wireless and wireline operations.

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NASDAQ: NTLS

NTELOS Holdings Corp.

ARPU Reconciliation

Average Monthly Revenue per User (ARPU)

1

4Q12

3Q12

2Q12

1Q12

4Q11

FY 2012

(In thousands, except for subscribers and ARPU)

Operating Revenues

117,398

$               

114,466

$               

111,585

$               

110,540

$               

105,996

$               

453,989

$               

Less: Equipment revenue from sales to new customers

(3,808)

(3,333)

(4,026)

(3,874)

(2,877)

(15,041)

Less: Equipment revenue from sales to existing customers

(3,315)

(3,416)

(3,903)

(4,403)

(3,642)

(15,037)

Less: Wholesale, other and adjustments

(41,488)

(42,380)

(41,061)

(40,836)

(39,326)

(165,765)

Gross subscriber revenue

68,787

65,337

62,595

61,427

60,151

258,146

Less:  prepay subscriber revenue

(14,823)

(14,103)

(14,001)

(13,403)

(11,588)

(56,330)

Less:  adjustments to prepay subscriber revenue

(237)

(434)

(382)

(653)

(304)

(1,706)

Gross postpay subscriber revenue 

53,727

$                 

50,800

$                 

48,212

$                 

43,371

$                 

48,259

$                 

200,110

$               

Prepay subscriber revenue

14,823

14,103

14,001

13,403

11,588

56,330

Plus:  adjustments to prepay subscriber revenue

237

434

382

653

304

1,706

Gross prepay subscriber revenue

15,060

$                 

14,537

$                 

14,383

$                 

14,056

$                 

11,892

$                 

58,036

$                 

Average number of subscribers

434,457

427,610

422,247

417,195

412,851

425,377

Total ARPU 

52.78

$                   

50.93

$                   

49.41

$                   

49.08

$                   

48.57

$                   

50.57

$                   

Average number of postpay subscribers

292,668

287,165

284,834

289,047

292,775

288,428

Postpay ARPU 

61.19

$                   

58.97

$                   

56.42

$                   

54.63

$                   

54.94

$                   

57.82

$                   

Average number of prepay subscribers

141,789

140,446

137,413

128,148

120,076

136,949

Prepay ARPU

35.41

$                   

34.50

$                   

34.89

$                   

36.56

$                   

33.01

$                   

35.31

$                   

Gross subscriber revenue 

68,787

65,337

62,595

61,427

60,151

258,146

Less: voice and other feature revenue

(41,379)

(39,366)

(37,708)

(37,579)

(38,651)

(156,032)

Data revenue

27,408

$                 

25,971

$                 

24,887

$                 

23,848

$                 

21,500

$                 

102,114

$               

Average number of subscribers

434,457

427,610

422,247

417,195

412,851

425,377

Total Data ARPU 

21.03

$                   

20.25

$                   

19.65

$                   

19.05

$                   

17.36

$                   

20.00

$                   

Gross postpay subscriber revenue

53,727

50,800

48,212

47,371

48,259

200,110

Less: postpay voice and other feature revenue

(34,651)

(33,028)

(31,490)

(31,432)

(33,224)

(130,601)

Postpay data revenue

19,076

$                 

17,772

$                 

16,722

$                 

15,939

$                 

15,035

$                 

69,509

$                 

Gross prepay subscriber revenue

15,060

14,537

14,383

14,056

11,892

58,036

Less: prepay voice and other feature revenue

(6,728)

(6,338)

(6,218)

(6,147)

(5,427)

(25,431)

Prepay data revenue

8,332

$                   

8,199

$                   

8,165

$                   

7,909

$                   

6,465

$                   

32,605

$                 

Average number of postpay subscribers

292,668

287,165

284,834

289,047

292,775

288,428

Postpay data ARPU 

21.73

$                   

20.63

$                   

19.57

$                   

18.38

$                   

17.12

$                   

20.08

$                   

Average number of prepay subscribers

141,789

140,445

137,413

128,148

120,076

136,949

Prepay data ARPU 

19.59

$                   

19.46

$                   

19.81

$                   

20.57

$                   

17.95

$                   

19.84

$                   

Average monthly revenue per user (ARPU) is computed by dividing service revenues per period by the average number of subscribers during that period. ARPU as defined may not be similar to  ARPU

measures of other companies, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in the Company’s consolidated statements of

operations. The Company closely monitors the effects of new rate plans and service offerings on ARPU in order to determine their effectiveness.  ARPU provides management useful information concerning

the appeal of NTELOS rate plans and service offerings and the Company’s performance in attracting and retaining high-value customers.

1

February 28, 2013

Q4 & FY 2012 Earnings

Presentation