10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-51798

NTELOS Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware	36-4573125
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1154 Shenandoah Village Drive, Waynesboro, Virginia 22980

(Address of principal executive offices) (Zip Code)

(540) 946-3500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	£		Accelerated filer	ý
Non-accelerated filer	£	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No

There were 21,666,882 shares of the registrant’s common stock outstanding as of the close of business on May 2, 2014.

NTELOS HOLDINGS CORP.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	Page Number
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Income	3
Condensed Consolidated Statements of Comprehensive Income	4
Condensed Consolidated Statements of Cash Flows	5
Condensed Consolidated Statement of Changes in Stockholders’ Equity	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3. Defaults Upon Senior Securities	23
Item 4. Mine Safety Disclosures	23
Item 5. Other Information	23
Item 6. Exhibits	24
SIGNATURES	25

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NTELOS Holdings Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)	March 31, 2014			December 31, 2013
ASSETS
Current Assets
Cash	$	121,038		$	88,441
Restricted cash	2,167			2,167
Accounts receivable, net	36,545			37,740
Inventories and supplies	15,663			23,962
Deferred income taxes	9,751			10,650
Prepaid expenses and other current assets	21,513			20,808
	206,677			183,768
Securities and Investments	1,499			1,499
Property, Plant and Equipment, net	322,331			319,376
Intangible Assets
Goodwill	63,700			63,700
Radio spectrum licenses	131,834			131,834
Customer relationships and trademarks, net	6,232			6,985
Deferred Charges and Other Assets	11,628			9,089
TOTAL ASSETS	$	743,901		$	716,251
LIABILITIES AND EQUITY
Current Liabilities
Current portion of long-term debt	$	5,824		$	5,410
Accounts payable	29,816			33,677
Dividends payable	9,096			9,034
Advance billings and customer deposits	13,590			13,333
Accrued expenses and other current liabilities	17,231			18,056
	75,557			79,510
Long-Term Debt	523,036			484,956
Retirement Benefits	12,535			11,995
Deferred Income Taxes	61,946			62,893
Other Long-Term Liabilities	33,133			33,104
	630,650			592,948
Commitments and Contingencies
Equity
Preferred stock, par value $.01 per share, authorized 100 shares, none issued	—			—
Common stock, par value $.01 per share, authorized 55,000 shares; 21,666 shares issued and 21,657 shares outstanding (21,519 shares issued and 21,510 shares outstanding at December 31, 2013)	214			214
Additional paid in capital	38,198			44,462
Treasury stock, at cost, 9 shares (9 shares at December 31, 2013)	(147		)	(147		)
Retained earnings	—			—
Accumulated other comprehensive loss	(1,517		)	(1,246		)
Total NTELOS Holdings Corp. Stockholders’ Equity	36,748			43,283
Noncontrolling Interests	946			510
	37,694			43,793
TOTAL LIABILITIES AND EQUITY	$	743,901		$	716,251

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2

NTELOS Holdings Corp.

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended March 31,
(In thousands, except per share amounts)	2014			2013
Operating Revenues	$	122,082		$	119,345
Operating Expenses
Cost of sales and services	47,324			44,535
Customer operations	34,091			30,954
Corporate operations	9,737			7,904
Depreciation and amortization	19,067			18,456
	110,219			101,849
Operating Income	11,863			17,496
Other Expense
Interest expense	(7,959		)	(7,361		)
Other expense, net	(1,072		)	(369		)
	(9,031		)	(7,730		)
Income before Income Taxes	2,832			9,766
Income Taxes	1,110			3,744
Net Income	1,722			6,022
Net Income Attributable to Noncontrolling Interests	(436		)	(529		)
Net Income Attributable to NTELOS Holdings Corp.	$	1,286		$	5,493
Earnings per Share Attributable to NTELOS Holdings Corp.
Basic	$	0.06		$	0.26
Weighted average shares outstanding - basic	21,080			20,960
Diluted	$	0.06		$	0.25
Weighted average shares outstanding - diluted	22,023			21,550
Cash Dividends Declared per Share - Common Stock	$	0.42		$	0.42

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3

NTELOS Holdings Corp.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended March 31,
(In thousands)	2014			2013
Net Income Attributable to NTELOS Holdings Corp.	$	1,286		$	5,493
Other Comprehensive Income:
Amortization of unrealized (gain)/loss from defined benefit plans, net of $172 of deferred income taxes in 2014 ($42 in 2013)	(271		)	66
Comprehensive Income Attributable to NTELOS Holdings Corp.	1,015			5,559
Comprehensive Income Attributable to Noncontrolling Interests	436			529
Comprehensive Income	$	1,451		$	6,088

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

NTELOS Holdings Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
(In thousands)	2014			2013
Cash flows from operating activities
Net income	$	1,722		$	6,022
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	19,067			18,456
Deferred income taxes	86			3,263
Equity-based compensation	1,311			1,321
Amortization of loan origination costs and debt discount	801			672
Write off of unamortized debt issuance costs	895			—
Retirement benefits and other	700			774
Changes in operating assets and liabilities
Accounts receivable	1,195			7,322
Inventories and supplies	8,299			824
Other current assets	(3,609		)	(1,993		)
Income taxes	313			592
Accounts payable	(11,229		)	(3,402		)
Other current liabilities	(1,230		)	7,557
Retirement benefit contributions and distributions	173			(86		)
Net cash provided by operating activities	18,494			41,322
Cash flows from investing activities
Purchases of property, plant and equipment	(13,961		)	(16,913		)
Other, net	2,547			(33		)
Net cash used in investing activities	(11,414		)	(16,946		)
Cash flows from financing activities
Proceeds from issuance of long-term debt, net of original issue discount	187,655			—
Debt issuance and refinancing costs	(3,551		)	—
Repayments on senior secured term loans	(149,476		)	(1,250		)
Cash dividends paid on common stock	(9,034		)	—
Capital distributions to Noncontrolling Interests	—			(277		)
Other, net	(77		)	410
Net cash provided by/(used in) financing activities	25,517			(1,117		)
Increase in cash	32,597			23,259
Cash, beginning of period	88,441			76,197
Cash, end of period	$	121,038		$	99,456

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

NTELOS Holdings Corp.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

(Unaudited)

(In thousands)	Common Shares	Treasury Shares	Common Stock		Additional Paid In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Total NTELOS Holdings Corp. Stockholders’ Equity			Noncontrolling Interests		Total Equity
December 31, 2013	21,519	9	$	214	$	44,462		$	(147	)	$	—		$	(1,246	)	$	43,283		$	510	$	43,793
Equity-based compensation *	147				1,594												1,594					1,594
Cash dividends declared					(7,858		)				(1,286		)				(9,144		)			(9,144		)
Net income attributable to NTELOS Holdings Corp.											1,286						1,286					1,286
Amortization of unrealized gain from defined benefit plans, net of $172 of deferred income taxes														(271		)	(271		)			(271		)
Comprehensive income attributable to Noncontrolling Interests																	—			436		436
March 31, 2014	21,666	9	$	214	$	38,198		$	(147	)	$	—		$	(1,517	)	$	36,748		$	946	$	37,694

* Includes restricted shares issued, employee stock purchase plan issuances, shares issued through 401(k) matching contributions, stock options exercised and other activity.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

6

NTELOS Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization

NTELOS Holdings Corp. (hereafter referred to as “Holdings Corp.” or the “Company”), through NTELOS Inc., its wholly owned subsidiary (“NTELOS Inc.”) and its subsidiaries, is a regional provider of digital wireless communications services to consumers and businesses primarily in Virginia, West Virginia and certain portions of surrounding states. The Company’s primary services are wireless voice and data digital personal communications services (“PCS”) provided through NTELOS branded retail operations and on a wholesale basis to other PCS providers, most notably through an arrangement with Sprint Spectrum L.P. (“Sprint Spectrum”), and Sprint Spectrum on behalf of and as an agent for SprintCom, Inc. (“SprintCom”)

(Sprint Spectrum and SprintCom collectively, “Sprint”), which arrangement is referred to herein as the “Strategic Network

Alliance” or "SNA." See Note 11 for additional information regarding this arrangement. The Company does not have any

independent operations.

Note 2. Basis of Presentation and Other Information

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position have been included.

The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”). These financial statements should be read in conjunction with the Company’s 2013 Form 10-K.

Cash

The Company’s cash was held in market rate savings accounts and non-interest bearing deposit accounts. The total held in the market rate savings accounts at March 31, 2014 and December 31, 2013 was $66.5 million and $36.5 million, respectively. The remaining $54.5 million and $51.9 million of cash at March 31, 2014 and December 31, 2013, respectively, was held in non-interest bearing deposit accounts.

Restricted Cash

The Company is eligible to receive up to $5.0 million in connection with its winning bid in the Connect America Fund's Mobility Fund Phase I Auction ("Auction 901"). Pursuant to the terms of Auction 901, the Company was required to obtain a Letter of Credit (“LOC”) for the benefit of the Universal Service Administrative Company (“USAC”) to cover each disbursement plus the amount of the performance default penalty (10% of the total eligible award). USAC may draw upon the LOC in the event the Company fails to demonstrate the required coverage by the applicable deadline in 2016. The Company obtained the LOC in the amount of $2.2 million, representing the first disbursement of $1.7 million received in September 2013, plus the performance default penalty of $0.5 million. In accordance with the terms of the LOC, the Company deposited $2.2 million into a separate account at the issuing bank to serve as cash collateral. Such funds will be released when the LOC is terminated without being drawn upon by USAC.

Allowance for Doubtful Accounts

The Company includes bad debt expense in customer operations expense in the unaudited condensed consolidated statements of operations. Bad debt expense for the three months ended March 31, 2014 and 2013 was $4.0 million and $3.2 million, respectively. The Company’s allowance for doubtful accounts was $6.2 million and $6.5 million at March 31, 2014 and December 31, 2013, respectively.

7

Accrued Expenses and Other Current Liabilities

(In thousands)	March 31, 2014		December 31, 2013
Accrued interest	5,103		4,584
Accrued payroll	4,237		5,760
Accrued taxes	4,421		3,842
Other	3,470		3,870
Total	$	17,231	$	18,056

Pension Benefits and Retirement Benefits Other Than Pensions

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its defined benefit pension plan were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Service cost	$	—		$	—
Interest cost	344			331
Recognized net actuarial loss	—			76
Expected return on plan assets	(472		)	(399		)
Net periodic benefit cost	$	(128	)	$	8

Pension plan assets were valued at $25.0 million at March 31, 2014.

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its other postretirement benefit plans were as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Service cost	$	10	$	14
Interest cost	24		21
Recognized net actuarial loss	8		4
Fees	8		—
Net periodic benefit cost	$	50	$	39

The total expense recognized for the Company’s nonqualified pension plans was $0.1 million for each of the three months ended March 31, 2014 and 2013, a portion of which related to the amortization of unrealized loss.

The total amount reclassified out of accumulated other comprehensive income related to actuarial losses from the defined benefit plans was $0.3 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively, all of which has been reclassified to cost of sales and services, customer operations, and corporate operations on the unaudited condensed consolidated statement of income for the respective periods.

The Company also sponsors a contributory defined contribution plan under Internal Revenue Code (“IRC”) Section 401(k) for substantially all employees. The Company’s current policy is to make matching contributions in shares of the Company’s common stock.

Equity-Based Compensation

The Company accounts for equity-based compensation plans under FASB Accounting Standards Codification (“ASC”) 718, Stock Compensation. Equity-based compensation expense from stock-based awards is recorded with an offsetting increase to additional paid in capital on the unaudited condensed consolidated balance sheet. The Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award.

8

Total equity-based compensation expense related to all of the Company’s stock-based equity awards for the three months ended March 31, 2014 and 2013 and the Company’s 401(k) matching contributions was allocated as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Cost of sales and services	$	151	$	141
Customer operations	250		247
Corporate operations	910		933
Equity-based compensation expense	$	1,311	$	1,321

Future charges for equity-based compensation related to securities outstanding at March 31, 2014 for the remainder of 2014 and for the years 2015 through 2018 are estimated to be $3.2 million, $3.1 million, $1.4 million, $0.2 million and less than $0.1 million, respectively.

Note 3. Supplemental Cash Flow Information

The following information is presented as supplementary disclosures for the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
(In thousands)	2014		2013
Cash payments for:
Interest (net of amounts capitalized)	$	6,771	$	2,591
Income taxes	11		13
Cash received from income tax refunds	—		288
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable	16,244		4,551
Dividends declared not paid	9,142		9,053

The amount of interest capitalized was immaterial for each of the three months ended March 31, 2014 and 2013.

Note 4. Property, Plant and Equipment

The components of property, plant and equipment, and the related accumulated depreciation, were as follows:

(In thousands)	Estimated Useful Life	March 31, 2014		December 31, 2013
Land and buildings *	39 to 50 years	$	33,079	$	34,223
Network plant and equipment	5 to 17 years	474,174		471,032
Furniture, fixtures and other equipment	2 to 18 years	93,674		103,181
		600,927		608,436
Under construction		23,987		6,430
		624,914		614,866
Less: accumulated depreciation		302,583		295,490
Property, plant and equipment, net		$	322,331	$	319,376

* Leasehold improvements, which are categorized in land and buildings, are depreciated over the shorter of the estimated useful lives or the remaining lease terms.

Depreciation expense for the three months ended March 31, 2014 and 2013 was $18.3 million and $17.7 million, respectively. During the quarter ended March 31, 2014, the Company revised the estimated useful lives of certain assets in order to better match our depreciation expense with the periods these assets are expected to generate revenue based on planned and historical service periods. The new estimated useful lives were established based on historical service periods and external benchmark data of these assets. The increase in depreciation expense resulting from this change for the three months ended March 31, 2014

9

was approximately $0.4 million. The Company believes that no impairment indicators existed as of March 31, 2014 that would require it to perform impairment testing.

Note 5. Intangible Assets

Indefinite-Lived Intangible Assets

Goodwill and radio spectrum licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, on October 1, or more frequently if an event indicates that the asset might be impaired. The Company believes that no impairment indicators existed as of March 31, 2014 that would require it to perform impairment testing.

Intangible Assets Subject to Amortization

Customer relationships and trademarks are considered amortizable intangible assets. At March 31, 2014 and December 31, 2013, customer relationships and trademarks were comprised of the following:

		March 31, 2014							December 31, 2013
(In thousands)	Estimated Useful Life	Gross Amount		Accumulated Amortization			Net		Gross Amount		Accumulated Amortization			Net
Customer relationships	7 to 8 years	$	36,900	$	(33,507	)	$	3,393	$	36,900	$	(32,871	)	$	4,029
Trademarks	15 years	7,000		(4,161		)	2,839		7,000		(4,044		)	2,956
Total		$	43,900	$	(37,668	)	$	6,232	$	43,900	$	(36,915	)	$	6,985

The Company amortizes its amortizable intangible assets using the straight-line method. Amortization expense for both the three months ended March 31, 2014 and 2013 was $0.8 million.

Note 6. Long-Term Debt

At March 31, 2014 and December 31, 2013, the Company’s outstanding long-term debt consisted of the following:

(In thousands)	March 31, 2014		December 31, 2013
Senior secured term loans, net of unamortized debt discount	$	528,041	$	489,441
Capital lease obligations	819		925
	528,860		490,366
Less: current portion of long-term debt	5,824		5,410
Long-term debt	$	523,036	$	484,956

Long-Term Debt, Excluding Capital Lease Obligations

On November 9, 2012, NTELOS Inc. entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated, in its entirety, that certain Credit Agreement dated August 7, 2009 (the “Original Credit Agreement”). The Amended and Restated Credit Agreement provided for (1) a term loan A in the aggregate amount of $150.0 million (the “Term Loan A”); and (2) a term loan B in the aggregate amount of $350.0 million (the “Term Loan B” and, together with the Term Loan A, the “Term Loans”).

On January 31, 2014, the Company completed the refinancing of Term Loan A, which converted the outstanding principal balance of $148.1 million of Term Loan A into Term Loan B, and borrowed an additional $40.0 million under Term Loan B. The additional Term Loan B borrowings bear the same interest rate, maturity and other terms as the Company’s existing Term Loan B borrowings. In connection with the refinancing, the Company incurred approximately $3.8 million in creditor and third party fees, of which $3.7 million was deferred and is being amortized to interest expense over the life of the debt using the effective interest method. The Company also deferred $0.5 million in debt discounts related to the new Term Loan B borrowings, which are being accreted to the Term Loan B using the effective interest method over the life of the debt and are reflected in interest expense. Additionally, the Company wrote off a proportionate amount of the unamortized deferred fees and debt discount from the Amended and Restated Credit Agreement totaling $0.5 million and $0.2 million, respectively, which are reflected in other expenses in the condensed consolidated statements of income.

10

The aggregate maturities of long-term debt outstanding at March 31, 2014, excluding capital lease obligations, based on the contractual terms of the instruments were as follows:

(In thousands)	Term Loan
Remainder of 2014	$	4,054
2015	5,405
2016	5,405
2017	5,405
2018	5,405
Thereafter	506,725
Total	$	532,399

The Company’s blended average effective interest rate on its long-term debt was approximately 6.3% and 6.0% for the three months ended March 31, 2014 and 2013, respectively.

The Amended and Restated Credit Agreement has a Restricted Payments basket, which can be used to make Restricted Payments (as defined in the Amended and Restated Credit Agreement), including the ability to pay dividends, repurchase stock or advance funds to the Company. This Restricted Payments basket increases by $6.5 million per quarter and decreases by any actual Restricted Payments and by certain investments and any mandatory prepayments on the Term Loans, to the extent the lenders decline to receive such prepayment. In addition, on a quarterly basis the Restricted Payments basket increases by the positive amount, if any, of the Excess Cash Flow (as defined in the Amended and Restated Credit Agreement). For the three months ended March 31, 2014 there was no excess cash flow. The balance of the Restricted Payments basket as of March 31, 2014 was $58.8 million.

Capital Lease Obligations

In addition to the long-term debt discussed above, the Company has entered into capital leases on vehicles with original lease terms of four to five years. At March 31, 2014, the carrying value and accumulated depreciation of these assets was $2.6 million and $1.5 million, respectively. The total net present value of the Company’s future minimum lease payments is $0.8 million. At March 31, 2014, the principal portion of these capital lease obligations was payable as follows: $0.3 million for the remainder of 2014, $0.3 million in 2015 and $0.2 million in 2016.

11

Note 7. Financial Instruments

The Company is exposed to market risks with respect to certain of the financial instruments that it holds. Cash, accounts receivable, accounts payable and accrued liabilities are reflected in the unaudited condensed consolidated financial statements at cost, which approximates fair value because of the short-term nature of these instruments. The fair values of other financial instruments are determined using observable market prices or using a valuation model, which is based on a conventional discounted cash flow methodology and utilizes assumptions of current market conditions. The following is a summary by balance sheet category:

Long-Term Investments

At March 31, 2014 and December 31, 2013, the Company had an investment in CoBank, ACB (“CoBank”) of $1.5 million. This investment is primarily related to a required investment under the Original Credit Agreement and declared and unpaid patronage distributions of restricted equity related to the portion of the term loans previously held by CoBank. This investment is carried under the cost method as it is not practicable to estimate fair value. This investment is subject to redemption in accordance with CoBank’s capital recovery plans.

Interest Rate Derivatives

In February 2013, the Company purchased an interest rate cap for $0.9 million with a notional amount of $350.0 million, which caps the three month Eurodollar rate at 1.0% and expires in August 2015. The Company did not designate the interest rate cap agreement as a cash flow hedge for accounting purposes. Therefore, the change in market value of the agreement is recorded as a gain or loss in other expense. The Company recorded a $0.1 million loss for the three months ended March 31, 2014.

The following table indicates the difference between face amount, carrying amount and fair value of the Company’s financial instruments at March 31, 2014 and December 31, 2013.

	Face			Carrying		Fair
(In thousands)	Amount			Amount		Value
March 31, 2014
Nonderivatives:
Financial assets:
Cash	$	121,038		$	121,038	$	121,038
Restricted cash	2,167			2,167		2,167
Long-term investments for which it is not practicable to estimate fair value	N/A			1,499		N/A
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	532,399			528,041		527,075
Capital lease obligations	819			819		819
Derivative related to debt:
Interest rate cap asset	350,000		*	82		82
December 31, 2013
Nonderivatives:
Financial assets:
Cash	$	88,441		$	88,441	$	88,441
Restricted cash	2,167			2,167		2167
Long-term investments for which it is not practicable to estimate fair value	N/A			1,499		N/A
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	493,750			489,441		495,848
Capital lease obligations	925			925		925
Derivative related to debt:
Interest rate cap asset	350,000		*	229		229

*Notional amount

12

The fair values of the Term Loans under the Amended and Restated Credit Agreement were derived based on bid prices at March 31, 2014 and December 31, 2013, respectively. The fair value of the derivative instrument was based on a quoted market price at March 31, 2014 and December 31, 2013, respectively. These instruments are classified within Level 2 of the fair value hierarchy described in FASB ASC 820, Fair Value Measurements and Disclosures.

Note 8. Equity and Earnings Per Share

On May 1, 2014, the board of directors declared a cash dividend in the amount of $0.42 per share to be paid on July 11, 2014 to stockholders of record on June 13, 2014.

The computations of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013 were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Numerator:
Net income applicable to common shares for earnings per share computation	$	1,286		$	5,493
Denominator:
Total shares outstanding	21,657			21,446
Less: unvested shares	(570		)	(478		)
Less: effect of calculating weighted average shares	(7		)	(8		)
Denominator for basic earnings per common share - weighted average shares outstanding	21,080			20,960
Plus: weighted average unvested shares	628			374
Plus: common stock equivalents of stock options	315			216
Denominator for diluted earnings per common share - weighted average shares outstanding	22,023			21,550

In accordance with FASB ASC 260, Earnings Per Share, unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents, whether paid or unpaid, are considered a “participating security” for purposes of computing earnings or loss per common share pursuant to the two-class method. The Company's unvested restricted stock awards have rights to receive non-forfeitable dividends. For the three months ended March 31, 2014 and 2013, the Company has calculated basic earnings per share using weighted average shares outstanding and the two-class method and determined there was no significant difference in the per share amounts calculated under the two methods.

For the three months ended March 31, 2014 and 2013, the denominator for diluted earnings per common share excludes approximately 1.8 million shares and 2.6 million shares, respectively, related to stock options that were antidilutive for the respective periods presented. In addition, the performance-based portion of the performance stock units ("PSUs") is excluded from diluted earnings per share until the performance criteria are satisfied.

Note 9. Stock Plans

The Company has employee equity incentive plans (referred to as the “Employee Equity Incentive Plans”) administered by the Compensation Committee of the Company’s board of directors (the “Committee”), which permits the grant of long-term incentives to employees, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, incentive awards, other stock-based awards and dividend equivalents. The Company also has a non-employee director equity plan (the “Non-Employee Director Equity Plan”). The Non-Employee Director Equity Plan together with the Employee Equity Incentive Plans are referred to as the “Equity Incentive Plans.” Awards under these plans are issuable to employees or non-employee directors as applicable.

During the three months ended March 31, 2014, the Company issued 347,023 stock options under the Employee Equity Incentive Plans and 27,170 stock options under the Non-Employee Director Equity Plan. The options issued under the Employee Equity Incentive Plans vest one-fourth annually beginning one year after the grant date, and the options issued under the Non-Employee Director Equity Plan cliff vest on the first anniversary of the grant date.

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During the three months ended March 31, 2014, the Company issued 118,146 shares of restricted stock under the Employee Equity Incentive Plans and 10,095 shares of restricted stock under the Non-Employee Director Equity Plan. The restricted shares granted under the Employee Equity Incentive Plans cliff vest on the third anniversary of the grant date. The restricted shares granted under the Non-Employee Director Equity Plan cliff vest on the first anniversary of the grant date. Dividend and voting rights applicable to restricted stock are equivalent to the Company’s common stock.

During the three months ended March 31, 2014, the Company granted 83,151 PSUs under the Employee Equity Incentive Plans to certain key employees. These PSUs vest on December 31, 2016 and are subject to certain performance and market conditions. Each PSU represents the contingent right to receive one share (or more based on maximum achievement) of the Company’s common stock if vesting is satisfied. The PSUs have no voting rights. Dividends, if any, that would have been paid on the underlying shares will be paid as dividend equivalent units on PSUs that vest, on or after the vesting date. At March 31, 2014, the Company had accrued approximately $0.2 million in dividend equivalent units.

The summary of the activity and status of the Company’s stock option awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at January 1, 2014	2,603	$	19.45
Granted during the period	374	13.42
Exercised during the period	—	—
Forfeited during the period	—	—
Stock options outstanding at March 31, 2014	2,977	$	18.69	7.7 years	$	—
Exercisable at March 31, 2014	1,465	$	21.11	6.6 years	$	—
Total expected to vest after March 31, 2014	1,361	$	18.16

The fair value of each common stock option award granted during the three months ended March 31, 2014 was estimated on the respective grant date using a generally accepted valuation model with assumptions related to risk-free interest rate, expected volatility, expected dividend yield and expected terms. The weighted average grant date fair value per share of stock options granted during the three months ended March 31, 2014 and 2013 was $1.02 and $0.71, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2014 and 2013 was less than $0.1 million. The total fair value of options that vested during the three months ended March 31, 2014 and 2013 was $1.1 million and $1.3 million, respectively. As of March 31, 2014, there was $2.4 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 2.3 years.

The summary of the activity and status of the Company’s restricted stock awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Shares		Weighted Average  Grant Date Fair Value per Share
Restricted stock awards outstanding at January 1, 2014	325		$	17.41
Granted during the period	128		13.50
Vested during the period	(50	)	20.47
Forfeited during the period	(1	)	12.47
Restricted stock awards outstanding at March 31, 2014	402		$	15.80

At March 31, 2014, there was $3.9 million of total unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted average period of 2.1 years. The fair value of the restricted stock award is equal to the market value of common stock on the date of grant.

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The summary of the activity and status of the Company’s performance stock unit awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Units	Weighted Average  Grant Date Fair Value per PSU
Performance stock units outstanding at January 1, 2014	110	$	12.79
Granted during the period	83	9.10
Vested during the period	—	—
Forfeited during the period	—	—
Performance stock units outstanding at March 31, 2014	193	$	11.20

At March 31, 2014, there was $1.7 million of total unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.2 years. The fair value of the PSU is estimated at the grant date using a Monte Carlo simulation model.

In addition to the Equity Incentive Plans discussed above, the Company has an employee stock purchase plan, which commenced in July 2006 with 100,000 shares available. Shares are priced at 85% of the closing price on the last trading day of the month and generally settle on the second business day of the following month. During the three months ended March 31, 2014 and 2013, 2,108 shares and 1,816 shares, respectively, were issued under the employee stock purchase plan. Compensation expense associated with the employee stock purchase plan for the three months ended March 31, 2014 and 2013 was immaterial.

Note 10. Income Taxes

Income tax expense for the three months ended March 31, 2014 was $1.1 million representing the statutory tax rate applied to pre-tax income and the effects of certain non-deductible compensation, non-controlling interest, and state minimum taxes. The Company expects its recurring non-deductible expenses to relate primarily to certain non-cash equity-based compensation and other non-deductible compensation.

Note 11. Strategic Network Alliance

The Company provides wireless digital PCS services on a wholesale basis to other PCS providers, most notably through the Strategic Network Alliance ("SNA") with Sprint in which the Company is the exclusive PCS service provider in the Company’s western Virginia and West Virginia service area for all Sprint Code Division Multiple Access (“CDMA”) wireless customers through July 31, 2015, subject to subsequent automatic three-year extensions unless the non-renewal notice provisions are exercised.

The Company generated 32.2% and 33.6% of its revenue from the SNA for the three months ended March 31, 2014 and 2013, respectively.

Note 12. Commitments and Contingencies

On occasion, the Company makes claims or receives disputes related to its billings to other carriers, including billings under the SNA agreement, for access to the Company’s network. These disputes may involve amounts which, if resolved unfavorably to the Company, could have a material effect on the Company’s financial statements. The Company does not recognize revenue related to such matters until the period that it is reasonably assured of the collection of these claims. In the event that a claim is made related to revenues previously recognized, the Company assesses the validity of the claim and adjusts the amount of revenue recognized to the extent that the claim adjustment is considered probable and reasonably estimable.

The Company is involved in disputes, claims, either asserted or unasserted, and legal and tax proceedings and filings arising from normal business activities. While the outcome of such matters is currently not determinable, and it is reasonably possible that the cost to resolve such matters could be material, management believes that adequate provision for any probable and reasonably estimable losses has been made in the Company’s unaudited condensed consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this report are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “target,” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are based on information available to us as of the date any such statements are made, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, those described in Part II, "Item 1A, Risk Factors" and elsewhere in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2013 and those described from time to time in our future reports filed with the Securities and Exchange Commission ("SEC").

OVERVIEW

Our summary operating results presented below are before the impact of income taxes and amounts attributable to noncontrolling interests.

Our Business

We are a leading regional provider of digital wireless communications services to consumers and businesses primarily in Virginia and West Virginia, as well as parts of Maryland, North Carolina, Pennsylvania, Ohio and Kentucky. We offer wireless voice and digital data PCS products and services to retail and business customers under the “NTELOS Wireless” and “FRAWG Wireless” brand names. We conduct our business through NTELOS-branded retail operations, which sell our products and services via direct and indirect distribution channels, and provide network access to other telecommunications carriers, most notably through an arrangement with Sprint Spectrum L.P. (“Sprint Spectrum”), and Sprint Spectrum on behalf of and as an agent for SprintCom, Inc. (“SprintCom”) (Sprint Spectrum and SprintCom collectively, “Sprint”), which arrangement is referred to herein as the “Strategic Network Alliance” or the "SNA."

At March 31, 2014, our wireless retail business had approximately 468,000 subscribers, representing a penetration of approximately 7.8% of our total covered population. Of the 468,000 total retail subscribers, total postpay subscribers were 307,000 at March 31, 2014 compared to 300,000 at March 31, 2013 and total prepay subscribers were 161,000 at March 31, 2014 compared to 151,000 at March 31, 2013.

Our postpay subscriber base has increased by 2% from March 31, 2013 to March 31, 2014 and we have expanded our prepay subscriber base by 7% during the same time period. The retail market for wireless broadband mobile services continues to be highly competitive. Our competitors are generally nationwide in scope and have significantly greater resources than us and can be extremely aggressive in product and service pricing as well as promotional initiatives to existing and potential customers.

Strategic Network Alliance

We have an agreement with Sprint under the SNA in which we are the exclusive PCS service provider in our western Virginia and West Virginia service area to Sprint for all Sprint CDMA wireless customers through July 31, 2015. For the three months ended March 31, 2014 and 2013, we realized wholesale revenues of $40.2 million and $41.2 million, respectively, of which $39.3 million and $40.2 million, respectively, related to the SNA.

Our Operations

We are continuing to make network improvements, particularly within our existing service coverage areas, which includes upgrading portions of our network to fourth generation mobile communications standards / Long Term Evolution wireless technology (“4G LTE”). We launched 4G LTE in several markets in the fourth quarter of 2013. We anticipate completing our initial 4G LTE build out of approximately 70% of our covered POPs in 2014 and will continue to add capacity to support increased subscribers and growth in data and voice usage.

We currently offer 19 devices across 11 brands, including Apple iPhone, Motorola, LG, Samsung and HTC products, and offer our customers smartphone operating systems such as Android and iOS. All devices are available for both postpay and prepay/no contract services. We also continue to be committed to improving our distribution strategy with respect to both postpay and prepay service offerings. We have focused resources on enhancing our direct distribution channel by refining our store locations, appearance and customer service experience. We have also expanded our indirect distribution channel by using regional master agents and exclusive NTELOS-branded dealers, thus increasing both the points of distribution and the quality of the indirect locations.

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RESULTS OF OPERATIONS – OVERVIEW

Three-Month Results

Operating revenues increased $2.8 million, or 2.3%, to $122.1 million for the three months ended March 31, 2014 compared to $119.3 million for the three months ended March 31, 2013 consisting of a $3.8 million increase in retail revenues and a $1.1 million decrease in wholesale and other revenues. Operating income decreased $5.6 million, or 32.0%, to $11.9 million for the three months ended March 31, 2014 compared to $17.5 million for the three months ended March 31, 2013 primarily reflecting an increase in operating expenses related to increased equipment costs and customer retention expenses. Income before income taxes decreased $7.0 million, or 71.0%, to $2.8 million for the three months ended March 31, 2014 compared to $9.8 million for the three months ended March 31, 2013 for the reasons discussed above and an increase in interest expense.

Other Overview Discussion

To supplement our financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we reference the non-GAAP measure Average Revenue per Account ("ARPA") to measure our postpay wireless performance. We use this measure, along with other performance metrics such as subscribers and churn, to gauge operating performance for which our operating managers are responsible and upon which we evaluate their performance.

Our new postpay pricing structure, nControl, introduced in late 2013, is customizable for families and individuals with multiple devices and facilitates the sharing of data, minutes and SMS allowances among these devices. As our customers continue to adopt these plans and add smartphone devices, we focus on ARPA as a leading metric for postpay service revenue. We closely monitor the effects of new rate plans and service offerings on ARPA in order to determine their effectiveness. We believe ARPA provides management useful information concerning the appeal of our rate plans and service offerings and our performance in attracting and retaining high-value customers. ARPA as calculated below may not be similar to ARPA measures of other wireless companies, is not a measurement under GAAP and should be considered in addition to, but not as a substitute for, the information contained in our unaudited condensed consolidated statements of operations.

The table below provides a reconciliation of operating revenues to postpay subscriber revenues used to calculate ARPA for the three months ended March 31, 2014 and 2013.

	Three Months Ended March 31,
(Dollars in thousands, except ARPA)	2014			2013
Operating revenues	$	122,082		$	119,345
Less: prepay service revenues	(16,960		)	(15,684		)
Less: equipment revenues	(7,491		)	(6,638		)
Less: wholesale and other adjustments	(40,018		)	(40,918		)
Postpay service revenues	$	57,613		$	56,105
Account Statistics:
Postpay ARPA	$	137.47		$	130.69
Postpay accounts (1)	138,400			143,300
Postpay subscribers per account (1)	2.2			2.1

⁽¹⁾ End of period

ARPA increased for the three months ended March 31, 2014, as compared to the same period in 2013, as a result of the increase in subscribers per account and the increase in smartphone adoption and usage, both driven by our recently launched nControl plans and our device line up.  We expect ARPA to stabilize as increased price competition puts downward pressure on service pricing, offset by an increase in our average lines per account. Prepay service revenues increased for the three months ended March 31, 2014, as compared to the same period in 2013, as a result of an increase in our prepay subscriber base.

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Operating Revenues

Our revenues are generated from the following sources:

• Retail – subscriber revenues from network access, data services, feature services and equipment sales; and

• Wholesale and other – primarily wholesale revenue from the SNA and roaming revenue from other telecommunications carriers. Other revenues relate to rent from leasing excess tower and building space.

Operating Expenses

Our operating expenses are categorized as follows:

• Cost of sales and services – includes handset equipment costs which, in keeping with industry practice, particularly with handsets sold with service contracts, we sell to our customers at a price below our cost; usage-based access charges, including long distance, roaming charges, and other direct costs incurred in accessing other telecommunications providers’ networks in order to provide telecommunication services to our end-user customers; leased facility expenses for connection to other carriers, cell sites and switch locations; and engineering and repairs and maintenance expenses related to property, plant and equipment;

• Customer operations – includes marketing, product management, product advertising, selling, billing, customer care, customer retention and bad debt expenses;

• Corporate operations – includes taxes other than income; executive, accounting, legal, purchasing, information technology, human resources and other general and administrative expenses, including bonuses and equity-based compensation expense related to stock and option instruments held by certain members of corporate management; accretion of asset retirement obligations; and

• Depreciation and amortization – includes depreciable long-lived property, plant and equipment and amortization of intangible assets where applicable.

Other Expense

Other expense includes interest expense on debt instruments, corporate financing costs and debt discounts associated with the repricing and refinancing of our debt instruments and, as appropriate, related charges or amortization of such costs and discounts, changes in the fair value of our interest rate cap and other items such as interest income and fees.

Income Taxes

Income tax expense and effective tax rate increase or decrease based upon changes in a number of factors, including our pre-tax income or loss, non-controlling interest, state minimum tax assessments, and non-deductible expenses.

Noncontrolling Interests in Earnings of Subsidiaries

We own 97% of Virginia PCS Alliance, L.C. (the “VA Alliance”), which provides PCS services to an estimated two million populated area in central and western Virginia. In accordance with the noncontrolling interest requirements in FASB ASC 810-10-45-21, we attribute approximately 3% of VA Alliance net income to these noncontrolling interests. No capital contributions from the minority owners were made during the three months ended March 31, 2014 and 2013. The VA Alliance made $0.3 million of capital distributions to the minority owners during the three months ended March 31, 2013.

RESULTS OF OPERATIONS – COMPARISON OF THREE MONTHS ENDED MARCH 31, 2014 AND 2013

OPERATING REVENUES

The following table identifies our operating revenues for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
(In thousands)	2014		2013		$ Variance			% Variance
Retail revenue	$	81,367	$	77,574	$	3,793		4.9	%
Wholesale and other revenue	40,715		41,771		(1,056		)	(2.5	)%
Total operating revenues	$	122,082	$	119,345	$	2,737		2.3	%

Retail Revenue

Retail revenue improved primarily due to an increase in subscriber service revenues of $2.9 million, or 4.1%, and an increase in equipment revenues of $0.9 million, or 12.9%. The increase in postpay service revenue is a result of an increase in subscribers and an increase in ARPA. ARPA increased for the three months ended March 31, 2014, as compared to the same period in 2013,

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as a result of the increase in subscribers per account and the increase in smartphone adoption and usage, both driven by our recently launched nControl plans and our device line up.  We expect ARPA to stabilize as increased price competition puts downward pressure on service pricing, offset by an increase in our average lines per account. Prepay service revenues increased for the three months ended March 31, 2014, as compared to the same period in 2013, as a result of an increase in our prepay subscriber base. Increase in equipment revenues for the three months ended March 31, 2014 reflected an increase in devices sold combined with an increase in retail pricing.

Wholesale and Other Revenue

Wholesale and roaming revenues from the SNA decreased $0.9 million, or 2.2%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The decrease is primarily the result of the amended terms of the SNA that took effect in September 2013. Roaming revenues from carriers other than Sprint remained relatively consistent for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

OPERATING EXPENSES

The following table identifies our operating expenses for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
(In thousands)	2014		2013		$ Variance		% Variance
Cost of sales and services	$	47,324	$	44,535	$	2,789	6.3	%
Customer operations	34,091		30,954		3,137		10.1	%
Corporate operations	9,737		7,904		1,833		23.2	%
Depreciation and amortization	19,067		18,456		611		3.3	%
Total operating expenses	$	110,219	$	101,849	$	8,370	8.2	%

Cost of Sales and Services – Cost of sales and services increased $2.8 million, or 6.3%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 due to increases in cell site expenses, data roaming expense and equipment cost of sales, totaling $2.6 million, or 7.6%, as a result of on-going costs to support subscriber and usage growth.

Customer Operations – Customer operations expense increased $3.1 million, or 10.1%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. Retention expenses increased $2.2 million, or 31.5%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 driven by an increase in upgrades. In addition, bad debt expense increased $0.8 million, or 25.9%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 due to an increase in the average balances per account written off.

Corporate Operations – Corporate operations expense increased $1.8 million, or 23.2%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 primarily driven by certain employee separation charges of $1.5 million for the three months ended March 31, 2014.

Depreciation and Amortization – Depreciation and amortization expenses increased $0.6 million, or 3.3%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 primarily due to revision of estimated useful lives along with an increase in the depreciable assets placed in service.

OTHER EXPENSE

Interest expense increased $0.6 million, or 8.1%, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 is due to the increased loan amount and a higher blended average effective interest rate associated with the January 2014 debt refinancing.

Other expenses increased $0.7 million primarily as a result of a $0.9 million charge related to the write off of a proportionate amount of the unamortized deferred debt issuance costs associated with the refinancing in January 2014.

INCOME TAXES

Income tax expense for the three months ended March 31, 2014 and 2013 was $1.1 million and $3.7 million, respectively, representing the statutory tax rate applied to pre-tax income and the effects of certain non-deductible compensation, non-controlling interest, and state minimum taxes.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

We historically have funded our working capital requirements, capital expenditures and other payments from cash on hand and net cash provided from operating activities.

As of March 31, 2014, we had $121.0 million of cash, compared to $88.4 million as of December 31, 2013, of which $66.5 million was held in market rate savings accounts (including $9.5 million held by the Company which is not restricted for certain payments by the Amended and Restated Credit Agreement). The remaining balance of $54.5 million was held in non-interest bearing accounts. The commercial bank that held substantially all of our cash at March 31, 2014 has a rating A1 on long term deposits by Moody’s. Our working capital (current assets minus current liabilities) was $131.1 million as of March 31, 2014 compared to $104.3 million as of December 31, 2013.

As of March 31, 2014, we had $630.7 million in aggregate long-term liabilities, compared to $592.9 million as of December 31, 2013, consisting of $523.0 million in long-term debt, including capital lease obligations, and approximately $107.6 million in other long-term liabilities consisting primarily of retirement benefits, deferred income taxes and asset retirement obligations. Further information regarding long-term debt obligations at March 31, 2014 is provided in Note 6 of the Notes to Unaudited Condensed Consolidated Financial Statements.

We have a Restricted Payments basket under the terms of the Amended and Restated Credit Agreement, which can be used to make Restricted Payments, including dividends and stock repurchases. The Restricted Payments basket increases by $6.5 million per quarter plus an additional quarterly amount for Excess Cash Flow, if any (as defined in the Amended and Restated Credit Agreement) and decreases by any actual Restricted Payments and by certain investments and debt prepayments made after the date of the Amended and Restated Credit Agreement. For the quarter ended March 31, 2014 there was no excess cash flow. The balance of the Restricted Payments basket as of March 31, 2014 was $58.8 million.

The Amended and Restated Credit Agreement also permits incremental commitments of up to $125.0 million (the “Incremental Commitments”) of which up to $35.0 million can be in the form of a revolving credit facility. The ability to incur the Incremental Commitments is subject to various restrictions and conditions, including having a Leverage Ratio (as defined in the Amended and Restated Credit Agreement) not in excess of 4.50:1.00 at the time of incurrence (calculated on a pro forma basis). As of March 31, 2014, there were no commitments associated with the Incremental Commitments.

We are a holding company that does not operate any business of our own. As a result, we are dependent on cash dividends and distributions and other transfers from our subsidiaries in order to make dividend payments or to make other distributions to our stockholders, including by means of a stock repurchase. Amounts that can be made available to us to pay cash dividends or repurchase stock are restricted by the Amended and Restated Credit Agreement.

Cash Flows from Operations

The following table summarizes our cash flows from operations for the three months ended March 31, 2014 and 2013, respectively:

	Three Months Ended March 31,
(In thousands)	2014			2013
Net cash provided by operating activities	$	18,494		$	41,322
Net cash used in investing activities	(11,414		)	(16,946		)
Net cash provided by/(used in) financing activities	25,517			(1,117		)

Operating Activities

Our cash flows from operating activities for the three months ended March 31, 2014 of $18.5 million decreased $22.8 million, or 55.2%, compared to the cash flows from operating activities of $41.3 million for the three months ended March 31, 2013. The decrease is due to a decrease in operating income and cash used by changes in working capital. Changes in working capital decreased $16.9 million, due to timing of payments received under the SNA during the three months ended March 31, 2013, a decrease in accounts payable due to timing of payments on invoices related to our 4G LTE expansion and a decrease in inventory due to lower purchases of devices.

Investing Activities

As we continue to upgrade our network, we invested $14.0 million in capital expenditures for the three months ended March 31, 2014. This was lower than the $16.9 million of capital expenditures for the same period last year. Included in the capital spending for the three months ended March 31, 2014 was $10.8 million of expenditures for additional capacity to support our

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projected growth, and $3.2 million to maintain our existing networks and other business needs. We currently expect capital expenditures for 2014 to be in the range of $85.0 million to $95.0 million.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2014 was $25.5 million compared to net cash used in financing activities of $1.1 million for the three months ended March 31, 2013. Included in the financing activity for the three months ended March 31, 2014 was $39.5 million net proceeds from the January 2014 debt refinancing, offset by $9.0 million in cash dividends, $3.5 million in debt issuance costs and $1.4 million of principal payments on the long term debt. On May 1, 2014, the board of directors declared a cash dividend in the amount of $0.42 per share to be paid on July 11, 2014 to stockholders of record on June 13, 2014. Consistent with our existing practice, any decision to declare future dividends will be made at the discretion of the board of directors and will depend on, among other things, our results of operations, cash requirements, investment opportunities, financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We believe that our current cash balances of $121.0 million and our cash flows from operations will be sufficient to satisfy our working capital requirements, capital expenditures, interest costs, required debt principal payments prior to maturity, cash dividend payments and stock repurchases, if any, through our stock repurchase plan for the foreseeable future.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements or financing activities with special purpose entities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks primarily related to interest rates. Aggregate maturities of long-term debt outstanding under the Amended and Restated Credit Agreement, based on the contractual terms of the instruments, were $532.4 million at March 31, 2014. Under this facility the Term Loan bears interest at a rate equal to either 4.75% above the Eurodollar Rate (as defined in the Amended and Restated Credit Agreement) or 3.75% above the Base Rate (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement provides that the Eurodollar Rate shall never be less than 1.00% per annum and the Base Rate shall never be less than 2.00% per annum. We also have other fixed rate, long-term debt in the form of capital leases totaling $0.8 million as of March 31, 2014.

In February 2013, we purchased an interest rate cap for $0.9 million with a notional amount of $350.0 million. The interest rate cap reduces our exposure to changes in the three-month Eurodollar rate by capping the rate at 1.0%. The interest rate cap agreement expires in August 2015.

At March 31, 2014, our financial assets included cash of $121.0 million and restricted cash of $2.2 million. Securities and investments totaled $1.5 million at March 31, 2014.

The following sensitivity analysis estimates the impact on the fair value of certain financial instruments, which are potentially subject to material market risks, at March 31, 2014, assuming a ten percent increase and a ten percent decrease in the levels of our interest rates:

(In thousands)	Book Value		Fair Value		Estimated fair value  assuming noted decrease in  market pricing		Estimated fair value  assuming noted increase in  market pricing
Senior secured term loan, net of unamortized debt discount	$	528,041	$	527,075	$	542,891	$	511,803
Capital lease obligations	819		819		901		737

Our Amended and Restated Credit Agreement accrues interest based on the Eurodollar Rate plus an applicable margin (currently 475 bps). LIBOR for purposes of this facility floats when it exceeds the floor of 1.00%. At March 31, 2014, an immediate 10% increase or decrease to LIBOR would not have an effect on our interest expense as the variable LIBOR component would remain below the floor. In addition, at March 31, 2014 we had approximately $54.5 million of cash held in a market rate savings account. An immediate 10% increase or decrease to the market interest rate would not have a material effect on our cash flows.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of the end of the period covered by this quarterly report of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934). Based on this evaluation, our principal executive officer and our principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the three months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved in routine litigation in the ordinary course of our business. We do not believe that any pending or threatened litigation of which we are aware would have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this quarterly report as well as other information in our subsequent filings with the SEC, you should carefully consider the risks discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013, which could materially affect our business, financial condition or future results. The risks described in this quarterly report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse affect on our business, financial condition and/or future results.

We do not believe that there have been any changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In August 2009, the Company’s board of directors authorized management to repurchase up to $40.0 million of the Company’s common stock. The Company did not purchase any shares of its common stock during the three months ended March 31, 2014 under the authorization. The approximate dollar value of shares that may yet be purchased under the plan was $23.1 million at March 31, 2014. Amounts available to the Company to repurchase stock are restricted by the Amended and Restated Credit Agreement. The authorization does not have an expiration date.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description
10.1(1)	Second Amendment and Restatement Agreement to the Amended and Restated Credit Agreement, with the Second Amended and Restated Credit Agreement, dated as of January 31, 2014, attached as Exhibit A thereto.
10.2*	Agreement, dated March 13, 2014, between NTELOS Holdings Corp. and Conrad J. Hunter.
31.1*	Certification of James A. Hyde, Chief Executive Officer and President, Pursuant to Rule 13a-14(a).
31.2*	Certification of Stebbins B. Chandor Jr., Executive Vice President and Chief Financial Officer, Treasurer and Asst. Secretary, Pursuant to Rule 13a-14(a).
32.1*	Certification of James A. Hyde, Chief Executive Officer and President, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Stebbins B. Chandor Jr., Executive Vice President and Chief Financial Officer, Treasurer and Asst. Secretary, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

*	Filed herewith.
(1)	Filed as an exhibit to Current Report on Form 8-K filed February 6, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NTELOS HOLDINGS CORP.
Dated: May 7, 2014	By:	/s/ James A. Hyde
		James A. Hyde
		Chief Executive Officer and President
		(Principal Executive Officer)
Dated: May 7, 2014	By:	/s/ Stebbins B. Chandor
		Stebbins B. Chandor Jr.
		Executive Vice President and Chief Financial Officer, Treasurer and Asst. Secretary
		(Principal Financial Officer)
Dated: May 7, 2014	By:	/s/ John Turtora
		John Turtora
		Vice President and Controller
		(Principal Accounting Officer)

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EX-10.2

Exhibit 10.2

March 13, 2014

Conrad J. Hunter

[Home Address]

Re:    Agreement

Dear Conrad:

This letter agreement sets forth the complete terms under which your employment with NTELOS Holdings Corp. (the “Company”) and all subsidiaries and affiliates of the Company (collectively, the “NTELOS Companies”) will cease.

1.End Date. Your last day of employment with the NTELOS Companies will be April 30, 2014 (your “End Date”). After your End Date, you will no longer be an employee of any of the NTELOS Companies. You also hereby waive any claim for future employment with any of the NTELOS Companies.

2.Payments. As consideration for the General Release described in paragraph 10 of this letter agreement and the other consideration described herein, the receipt and adequacy of which are hereby acknowledged, the Company will provide you with the following payments:

(a)Payments. You, or should you die before receipt of the payments referenced below, your beneficiary, will receive forty percent (40%) of your base salary in effect as of the date of this letter (such base salary being $30,959.92 per month) for eighteen (18) months in such periodic installments, not less frequently than monthly, as your base salary was being paid immediately prior to the End Date, beginning with a lump sum payment on the first payroll date occurring after the six months following the Effective Date (as defined below) or, if earlier, your death, equal to the payments you would have received prior to such date had the payments commenced immediately following your End Date, and subsequent installments in equal periodic installments thereafter, less any sums which may be required to be deducted or withheld under applicable provisions of law; and

(b)Non-Compete Payments. You, or should you die before receipt of the payments referenced below, your beneficiary, will receive non-compete payments in an amount equivalent to sixty percent (60%) of your base salary in effect as of the date of this letter (such base salary being $30,959.92 per month) for eighteen (18) months in such periodic installments, not less frequently than monthly, as your base salary was being paid immediately prior to the End Date, beginning with a lump sum payment on the first payroll date occurring after the six months following the Effective Date or, if earlier, your death, equal to the payments you would have received had the payments commenced immediately following your End Date, and subsequent installments in equal periodic installments thereafter, less any sums which may be required to be deducted or withheld under applicable provisions of law; and

(c)Incentive Payment. You, or should you die before receipt of the payment referenced below, your beneficiary, will be paid an Incentive Payment in an amount equal to $334,367, representing one and one-half (1.5) times your target Incentive Payment of 60 percent (60%) of your current base salary, in a single lump sum no later than two and a half (2 1/2) months after the End Date, less any sums which may be required to be deducted or withheld under applicable provisions of law.

(d)2013 TIP Payment. You, or should you die before receipt of the payment referenced below, your beneficiary, will receive the annual Incentive Payment you would have received under the Company’s Team Incentive Plan (the “2013 TIP”) for the Company’s fiscal year ending December 31, 2013 had you remained employed with the Company, subject to the achievement of the applicable performance objectives and the other terms of the 2013 TIP (other than any terms that require your employment at the time

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of payment), in a single lump sum on the same date as the 2013 TIP payments are paid to the other participants in the Company’s 2013 TIP (but in no event later than March 15, 2014).

3.Employee Benefits. As consideration for the General Release described in paragraph 10 of this letter agreement and the other consideration described herein, the receipt and adequacy of which are hereby acknowledged, the Company also will provide you with the following employee benefits:

(a)Continuation of medical, dental, vision and flexible spending plan coverage through COBRA for up to twenty-four (24) months after the End Date. COBRA administration is handled by Ceridian COBRA. They will mail a package to your home for you and your dependents to elect continued coverage. To the extent you are not eligible to continue such medical, dental, vision and flexible spending account coverage for the full twenty-four (24) months, you will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for you and your dependents under a policy or policies that provide such benefits (which benefits do not include disability coverage) that are no less favorable in all material respects than the benefits (not including disability coverage) provided under the Company’s medical, dental, vision and flexible spending account plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection 3(a) shall cease if you become covered under any employee welfare benefit plan of any other employer of yours that provides the same or similar types of benefits. Additionally, if any of your dependents become covered under any employee welfare benefit plan of any other employer or otherwise become ineligible to be covered under the plans described above, such coverage shall cease with respect to such dependents.

(b)In addition, to the extent not provided under clause (a) above, you and your dependents will be entitled, beginning as of the date the coverage provided under clause (a) expires or is no longer to be continued, to continued participation in the medical, dental and vision plans (which do not include life insurance or disability coverage) in which you and your dependents participated on the End Date on the same terms as active employees (with the Company to pay or reimburse you, monthly, on a net after-tax basis for the premiums paid for such continued participation). In lieu of coverage for which such continued participation is not allowed or, for any reason, is otherwise not available, the Company will reimburse you, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for you and your dependents under a policy or policies that provide such benefits (which do not include life insurance or disability coverage) that are no less favorable in all material respects than such benefits provided under the Company’s medical, dental and vision plans on the date thereof. Notwithstanding the foregoing, the coverage provided for in this clause (b) shall not apply during the period you receive substantially similar coverage from another employer. Additionally, if any of your dependents become covered under any employee welfare benefit plan of any other employer or otherwise become ineligible to be covered under the plans described above, such coverage shall cease with respect to such dependents.

(c)Your current life insurance and accidental death and dismemberment coverage for you and your eligible dependents will terminate as of the End Date unless you elect to convert such coverage to an individual policy in accordance with the terms of the current policy. You will be required to pay the full premium if you elect to continue such coverage.

(d)You and your dependents’ rights to benefits under the Company’s employee benefit plans in which you participate, if any, will be determined in accordance with the applicable plan documents, except as otherwise set forth herein.

(e)Notwithstanding any other provision hereof, if any of the payments to be made or benefits to be provided pursuant to Section 2 or this Section 3 constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”), payable upon a separation from service, then such payments or benefits will be delayed, to the extent required under Section 409A of the Code, until six (6) months after the Effective Date or, if earlier, your death (the “409A Deferral Period”). In the event any such payments would otherwise have been made in the 409A Deferral Period, the payments shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the

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balance of the payments shall be made as otherwise scheduled. In the event any of the foregoing benefits are deferred, any such benefit may be provided during the 409A Deferral Period at your expense, with you having the right to reimbursement from the Company as soon as the 409A Deferral Period ends, and the balance of the benefits will be provided as otherwise scheduled.

(f)Nothing in this letter agreement shall be construed to limit the Company’s right to amend or terminate any of the Company’s employee benefit plans pursuant to their terms. The Company hereby specifically reserves the right and authority to amend and/or terminate any of its employee benefit plans as the Company in its sole discretion may determine.

4.Standard Payments. You, or if you die before receipt of the payments referenced below, your beneficiary, will receive payments for earned and unpaid base salary accrued through your End Date and unreimbursed business and entertainment expenses incurred or otherwise payable through your End Date as are reimbursable under the Company’s normal policies (payable not later than thirty (30) days after your End Date). Payment of these items will be made in a manner consistent with normal check processing schedules of the Company. Payment of unreimbursed medical, dental and other employee benefit expenses shall be paid pursuant to the terms of the applicable benefit plans.

5.Transition Terms.

(a)    You resign from your position as the Executive Vice President, Chief Operating Officer of the Company and any other officer or director position you hold with any of the NTELOS Companies as of the Effective Date.

(b)    You agree to make yourself available to the Company to perform transition services, to the extent reasonably requested by the Chief Executive Officer of the Company (the “CEO”) or his designated representative, from the Effective Date through the End Date (the period of time from the Effective Date through the End Date being hereinafter referred to as the “transition term”). In performing any transition services, you shall at all times comply with the terms and conditions of this letter agreement, all applicable policies and procedures of the NTELOS Companies and any reasonable written or oral instructions that may be provided to you by the CEO or his designated representative in connection with your performance of transition services under this letter agreement.

(c)    During the transition term, you will report to the Chief Executive Officer of the Company or his designated representative and work closely with the Company’s other executive officers. The CEO or his designated representative may request that you perform the transition services away from the Company’s offices.

(d)    As sole compensation for your transition services during the transition term, you will continue to be paid your base salary through the End Date in such periodic installments, not less frequently than monthly, as were being paid immediately prior to the Effective Date, and you will be eligible to receive a pro-rated Incentive Payment for the first four (4) months of 2014 as follows. You, or should you die before receipt of the payment referenced below, your beneficiary, will be eligible to receive a pro-rated Incentive Payment for 2014 calculated in the same manner as your Incentive Payment would have been under the Company’s Team Incentive Plan (the “2014 TIP”) for the Company’s fiscal year ending December 31, 2014, except that (i) the period covered by your Incentive Payment will begin as of January 1, 2014 and end as of the End Date, (ii) the performance objectives under the 2014 TIP shall be used to determine the amount of your Incentive Payment (adjusted pro rata to reflect a performance period of four (4) months (in lieu of the full year)), (iii) the Incentive Payment you are eligible to earn will be one-third (1/3) of the Incentive Payment you otherwise would have been eligible to earn under the 2014 TIP, and (iv) your Incentive Payment will be determined based on the achievement of the applicable performance objectives through the End Date and the other similar terms of the 2014 TIP (other than any terms that require your employment at the time of payment and neither increased or reduced for individual performance factors). This Incentive Payment, if any, for 2014 will be paid in a single lump sum no later than thirty (30) days after April 30, 2014. You then will not be a participant in the Company’s 2014 TIP or any long-term incentive plan of the Company (although you will

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continue to be eligible to participate in the Company’s other employee welfare plans as other similarly-situated employees pursuant to the terms of such plans).

(e)    Business and entertainment expenses incurred after the Effective Date must be approved in advance by the CEO or his designated representative in order to be eligible for reimbursement under the Company’s normal policies.

(f)    It is expressly understood and agreed that during the transition term you will not be authorized to bind any of the NTELOS Companies to any liability or obligation or to represent that you have any such authority.

(g)    All work product, property, data, documentation, information or materials conceived, discovered, developed or created by you in connection with the transition term (collectively, the “Work Product”) shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be a “work made for hire” (as defined in the United States Copyright Act, 17 U.S.C.A. §101 etseq., as amended) and owned exclusively by the Company. You hereby unconditionally and irrevocably transfer and assign to the Company all right, title and interest in or to any such Work Product.

(h)    Notwithstanding the foregoing, for purposes of Section 409A of the Code, the Company and you agree that you will have a “separation from service” within the meaning of Section 409A of the Code on the Effective Date, because it is reasonably anticipated that the level of bona fide services you will perform after the Effective Date will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services you performed over the thirty-six (36) month period immediately preceding the Effective Date.

6.Company Stock Awards.

(a)Your Company Stock Options as of the End Date are set forth on Exhibit A attached hereto. Your Company Stock Options that otherwise would have become vested between the End Date and April 30, 2015 had you remained employed with the Company during such time shall become vested as of the End Date. Your then vested Company Stock Options (including your Company Stock Options that became vested as of the End Date) will be exercisable in accordance with the Company’s 2010 Equity and Cash Incentive Plan and the related award agreements for nine (9) months after the End Date (but in no event will your vested Company Stock Options be exercisable beyond their latest expiration date as set forth in the related award agreements). Any of your Company Stock Options that are not vested as of the End Date as described in this paragraph will be forfeited as of the End Date without any payment therefor.

(b)Your Company Restricted Stock as of the End Date is set forth on Exhibit B attached hereto. Your Company Restricted Stock (other than your Company Restricted Stock granted in calendar year 2013) shall become vested and non-forfeitable in full as of the End Date. Your Company Restricted Stock that was granted in calendar year 2013 shall become vested and non-forfeitable as of the End Date with respect to two-thirds (2/3) of the underlying shares of stock (rounded to the nearest whole share). Any of your Company Restricted Stock that is not vested and non-forfeitable as of the End Date will be forfeited as of the End Date without any payment therefor.

(c)Your Company Performance Stock Units as of the End Date are set forth on Exhibit C attached hereto. Your Company Performance Stock Units shall become vested and payable as of the End Date with respect to 8,362 of the underlying shares of common stock. Your Company Performance Stock Units shall become vested as of the End Date. Any of your Company Performance Stock Units that are not vested as of the End Date as described in this paragraph will be forfeited as of the End Date.

7.Accord and Satisfaction. You agree to sign and be bound by this letter agreement in order to receive from the Company those benefits described in paragraphs 2, 3, 5 and 6 to which you would not have been otherwise entitled in the absence of this letter agreement. By signing this letter agreement, you accept the payments and benefits described herein as a final accord and satisfaction of all payments and benefits

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due you from the NTELOS Companies relating to your employment, including, without limitation, any amounts that may be due you under the terms of your Employment Agreement dated December 7, 2010, a copy of which is attached as Exhibit D (your “Employment Agreement”), and you hereby waive any rights to receive any other payments and benefits from the NTELOS Companies other than as described in this letter agreement, including without limitation, any payments and benefits to which you may be entitled under your Employment Agreement. You also acknowledge that you are not entitled to receive any payments or benefits under any severance plan, arrangement, program or policy of any of the NTELOS Companies. Except as otherwise provided herein, this letter agreement constitutes the final and entire agreement between you and the NTELOS Companies on the subject matter herein, and no other representation, promise, or agreement has been made to cause you to sign this letter agreement. All other agreements regarding your employment or the subject matter therein shall be superceded by this letter agreement, except as expressly set forth herein.

8.Company Property. Upon the request of the Company, and upon reasonable notice, you agree to return all Company property that is in your possession or in your home. Such items include but are not limited to gas cards, credit cards, computers, wireless handsets (other than your or your family’s personal phone(s)) and accessories, files, and reports. Additionally, the Company shall provide wireless telephone services to you and your family at the same level and cost (other than your personal handset which will be free of charge) as provided as of the Effective Date for eighteen (18) months after the End Date. You agree not to retain, and that the Company may require the return of, your and/or your family’s personal phone numbers relating to any Company handsets you or your family may have, after the time such numbers and related wireless telephone service are no longer being provided by the Company.

9.Non-Competition and Confidential Information. You agree, acknowledge and affirm that Sections 5, 6, 8 (other than Section 8(i)), 10, 11, 13, 15 and 19 of your Employment Agreement remain in full force and effect and are not superceded, merged or otherwise affected by this letter agreement and that you will continue to be bound by the terms and conditions of Sections 5, 6, 8 (other than Section 8(i)), 10, 11, 13, 15 and 19 of your Employment Agreement. You further agree that the covenants, prohibitions and restrictions contained in this letter agreement are in addition to, and not in lieu of, any rights or remedies that the Company may have available pursuant to the foregoing sections of your Employment Agreement or the laws of any jurisdiction, or the common law or equity, and the enforcement or non-enforcement by the Company of its rights and remedies pursuant to this letter agreement shall not be construed as a waiver of any other rights or remedies that it may possess. Any breach by you of this paragraph 9, or of Sections 5, 6 and/or 8 (other than Section 8(i)) of your Employment Agreement, shall be grounds for termination of any payments to be made or benefits to be delivered hereunder. Additionally, in the event of any such breach, you agree to repay the Company the gross amount of any payments and the value of any benefits (including without limitation the benefits related to the vesting and payment of any stock awards) described in paragraphs 2, 3, 5 and 6 of this letter agreement that you previously received pursuant to this letter agreement that you would not have been entitled to receive absent this letter agreement.

10.General Release. For and in consideration of the payments and promises set forth in this letter agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, you hereby release, acquit, and forever discharge the Company, NTELOS Inc. and all their affiliates, parents, subsidiaries, partners, joint venturers, owners, and shareholders, and all of their officers, directors, employees, representatives, and agents, and all successors and assigns thereof (each a “Released Party”), from any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, which you now have, had, or may hereafter claim to have had against the Company, NTELOS Inc. or any other Released Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date you execute (or, if applicable, re-execute) this letter agreement.

The claims knowingly and voluntarily released herein include, but are not limited to, all claims relating in any way to your employment with the Company, NTELOS Inc. or any Released Party, or the conclusion of that employment, whether such claims are now known or are later discovered, including claims under the

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Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour laws, the Employee Retirement Income Security Act, claims for breach of contract, infliction of emotional distress, claims under any other federal or state law pertaining to employment or employment benefits, and any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in this Agreement shall be interpreted to release any claims which you may have for workers compensation benefits. You acknowledge that this letter agreement is a complete defense and shall constitute a full and final bar to any claim by you based on any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date you execute (or, if applicable, re-execute) this letter agreement.

11.Non-Disparagement. You agree not to make any statement or take any action that criticizes or disparages the Company, NTELOS Inc., any Released Party or their parents, subsidiaries or affiliates, their employees, officers, directors, representatives and agents, their management or their practices or that disrupts or impairs their normal operations; and the Company, NTELOS Inc., the Released Parties and their parents, subsidiaries and affiliates agree not to take any action that criticizes or disparages you, except that nothing in this letter agreement shall be interpreted to limit either of our rights to confer with counsel or to provide truthful testimony pursuant to subpoena, notice of deposition or as otherwise required by law. This provision is in addition to, and not in lieu of, the substantive protections under applicable law relating to defamation, libel, slander, interference with contractual or business relationships, or other statutory, contractual, or tort theories.

12.Receipt and Effective Date. You acknowledge that you have read and understand this letter agreement, that you are hereby provided a period of twenty-one (21) calendar days to consider its terms, and that you are hereby advised in writing to discuss its terms with an attorney or other advisor before executing the letter agreement, and that your execution is purely voluntary. This letter agreement will not become effective and enforceable until seven (7) days after your execution of same (which must occur on or before the expiration of twenty-one (21) days after you are provided this letter agreement for consideration) or such later date as set forth below (the “Effective Date”). Additionally, you agree to re-execute this letter agreement after the End Date so that the General Release set forth in paragraph 10 shall cover the period through the End Date. You further understand that you may revoke this letter agreement within seven (7) calendar days after either date you have signed it by delivering written notice of revocation to General Counsel, NTELOS Holdings Corp., 1154 Shenandoah Village, Waynesboro, VA 22980. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the Commonwealth of Virginia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the Commonwealth of Virginia. Notwithstanding anything contained herein to the contrary, you understand and agree that, if you fail to sign the letter agreement on or before the expiration of twenty-one (21) days of the day you received it, or if you revoke the letter agreement before the expiration of the revocation period, this letter agreement shall be canceled and void and neither party shall have any rights or obligations arising under it, and you will not be entitled to receive any payments or benefits under this letter agreement not otherwise payable absent this letter agreement. Notwithstanding any other provision of this letter agreement, no payments or benefits shall be made hereunder for the thirty (30) days immediately following the date you received this letter agreement. Any payments to be made or benefits to be delivered during such thirty (30) days will be delayed until the expiration of such thirty (30) days period. Any payments that would otherwise have been paid during that time shall be accumulated and paid in a lump sum immediately after the expiration of such period. Any benefit to be delivered during such time may be continued at your expense, with you having the right to reimbursement immediately after the expiration of such period. You further acknowledge that the payments and benefits set forth in paragraphs 2, 3, 5 and 6 herein would not be otherwise payable in the absence of your agreement to the General Release in paragraph 10. Additionally, notwithstanding anything contained herein to the contrary, if you fail to re-execute this letter agreement after the End Date, or if you revoke the re-execution of this letter agreement before the end of the applicable revocation period, this letter agreement shall remain in effect except that (i) you will not be entitled to receive any further payments or benefits under this letter agreement not otherwise payable absent this letter agreement, (ii) the General Release in paragraph 10 shall remain effective through the Effective Date and (iii) your Employment Agreement will remain extinguished and merged into this letter agreement except as expressly provided otherwise in this letter agreement.

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13.Severability. Except as set forth below, the terms, conditions, covenants, restrictions, and other provisions contained in this letter agreement are separate, severable, and divisible. If any term, provision, covenant, restriction, or condition of this letter agreement or part thereof, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void, the remainder of this letter agreement and such term, provision, covenant, or condition shall remain in full force and effect to the greatest extent practicable and permissible by law, and any such invalid, unenforceable, or void term, provision, covenant, or condition shall be deemed, without further action on the part of the parties hereto, modified, amended, limited, or deleted to the extent necessary to render the same and the remainder of this letter agreement valid, enforceable, and lawful. In the event that any portion of the General Release in paragraph 10 is deemed void or unenforceable (other as a direct result of the Company contesting the validity or enforceability of any such provision), the Company shall have no further obligation to provide any further benefits under paragraphs 2, 3, 5 and 6 above, and you agree to repay the gross amount of any payments and the value of any benefits (including without limitation the benefits relating to the vesting and payment of any stock awards) described in paragraphs 2, 3, 5 and 6 that you previously received under this letter agreement that you would not have been entitled to receive in the absence of your agreement to the General Release in paragraph 10.

14.Taxes. You shall be responsible for any tax consequences of any payments made pursuant to this letter agreement, except for any applicable taxes that the Company withholds. You acknowledge and agree that the Company is not undertaking to advise you with respect to any tax consequences of this letter agreement, and that you are solely responsible for determining those consequences and satisfying all of your applicable tax obligations resulting from any payments described herein.

15.Assignment. Your rights and obligations under this letter agreement are personal to you and may not be transferred by you by assignment or otherwise.

16.Non-Waiver. Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of that right, power, or privilege or of the same right, power, or privilege in any other instance. Any waiver by either party hereto must be contained in a written instrument signed by the party to be charged with such waiver and, in the case of the Company, by an authorized officer.

17.Acknowledgements. You acknowledge that you have read this letter agreement and understand its terms. You have been provided with a full and fair opportunity to consult with an attorney of your choosing and to obtain any and all advice you deem appropriate with respect to this letter agreement. In light of the foregoing, you are satisfied with the terms of this letter agreement and agree that its terms are binding upon you. Nothing in this letter agreement shall be deemed an admission by any of the NTELOS Companies, or by you, of any violation of any agreement, statute, law or right or of any wrongdoing of any kind.

18.Non-Disclosure. You covenant and agree that you will not disclose the existence or terms of this letter agreement to any person except (i) licensed attorney(s) for the purpose of obtaining legal advice, (ii) licensed or certified accountant(s) for purposes of preparing tax returns or other financial services, (iii) proceedings to enforce the terms of this letter agreement, or (iv) as otherwise required by law or court order. However, nothing herein shall limit your ability to confer with legal counsel, to testify truthfully under subpoena or court order, or to cooperate with an investigation by a municipal, state or federal agency for enforcement of laws, and you may disclose the existence or terms of this letter agreement to your spouse or other immediate family, including your parents, provided you take reasonable measures to assure that she or they do not disclose the existence or terms of this letter agreement to a third party, except as otherwise allowed herein. The foregoing non-disclosure will not apply to the existence and terms of this letter agreement on and after, but only to the extent that, they become public knowledge upon any filing with the United States Securities and Exchange Commission.

7

19.Previous Agreements. You agree and specifically acknowledge that the Company and you are entering into this letter agreement for the purpose of amicably resolving any and all issues relating to your employment with the NTELOS Companies and its cessation. This letter agreement supercedes any previous agreement(s), whether written or oral, that you may have had with any of the NTELOS Companies, including your Employment Agreement, and any other such agreement is merged into and extinguished by this letter agreement, except as expressly provided otherwise in this letter agreement.

20.Governing Law and Interpretation. This letter agreement shall be deemed to be made in, and in all respects shall be interpreted, construed, and governed by and in accordance with the laws of the Commonwealth of Virginia, notwithstanding any choice of law provisions otherwise requiring application of other laws. It shall be interpreted according to the fair meaning of the terms herein and not strictly in favor of, or against, either party.

21.Amendments. No amendment or modification of this letter agreement shall be binding or effective for any purpose unless made in a writing signed by the party against whom enforcement of such amendment or modification is sought.

22.Section 409A. Notwithstanding any other provision of this letter agreement, it is intended that any payment or benefit provided hereto that is considered nonqualified deferred compensation subject to Section 409A of the Code will be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code. For purposes of this letter agreement, all rights to payments and benefits hereunder will be treated as rights to a series of separate payments and benefits to the fullest extent allowable by Section 409A of the Code. Notwithstanding any other provision of this letter agreement, however, neither the Company nor any of its Released Parties shall be liable to you in the event any provision of this letter agreement fails to comply with, or be exempt from, Section 409A of the Code.

23.Beneficiary. You may designate one or more individuals or entities as your beneficiary under this Agreement and change any prior beneficiary designation, so long as such designation or change in designation is in writing and delivered to Vice President, Human Resources or her successor, at the address set forth in paragraph 12 above, prior to your death. In the absence of a valid beneficiary designation, or should your designated beneficiary predecease you, your estate shall be your beneficiary. Your beneficiary shall be entitled to receive any payments owed to you after your death, and to exercise any rights you had prior to your death, to the extent such payments or rights are to continue after your death.

24.Indemnification. Nothing in this letter agreement shall affect your right to indemnification for any claims or liabilities arising from your acts and/or omissions as an officer or director of any of the NTELOS Companies to the extent provided by law or the governing documents of the applicable NTELOS Company.

8

Please sign, date, and have notarized in the space below to accept the terms of your termination of employment from the NTELOS Companies and return the executed letter to me for the Company’s files. If you have any questions, please let me know.

Sincerely,

NTELOS HOLDINGS CORP.

By:/s/ James A. Hyde

James A. Hyde

President and Chief Executive Officer

[Signatures Continued on Next Page]

9

IN WITNESS WHEREOF, the undersigned has signed and executed this letter agreement on the date set forth below as an expression of his intent to be bound by the foregoing terms of this letter agreement, including without limitation the General Release set forth in paragraph 10 of the letter agreement.

By: _/s/ Conrad J. Hunter______________

Conrad J. Hunter                

Date: _March 13, 2014______________________

Sworn to and subscribed

before me this __13___ day

of ____March______, 2014.

___/s/ Notary_______________________________________

Notary Public

[Seal]

IN WITNESS WHEREOF, the undersigned has signed and re-executed this letter agreement on the date set forth below as an expression of his intent to be bound by the foregoing terms of this letter agreement, including without limitation the General Release set forth in paragraph 10 of the letter agreement.

By: _/s/ Conrad J. Hunter______________

Conrad J. Hunter                

Date: __April 30, 2014______________________

Sworn to and subscribed

before me this __30___ day

of ___April_______, 2014.

_____/s/ Notary ________________________________________

Notary Public

[Seal]

10

EXHIBIT A
Conrad J. Hunter
List of Outstanding Option Grants
Portfolio Summary of Grants Outstanding as of March 11, 2014
	Grant Type	Grant Number	Quantity	Grant Date	Grant Price / Purchase Price	Options Exercisable	Outstanding Balance	Outstanding Balance
						Balance		4/30/2014
	ISO	100462	4,170	2/28/2011	$23.98	0	4,170	4,170
	NQSO	100462N	33,236	2/28/2011	$23.98	28,055	33,236	33,236
	ISO	100922	4,301	2/29/2012	$23.25	0	4,301	0
	NQSO	100922N	71,937	2/29/2012	$23.25	38,119	71,937	57,178
	ISO	100941	8,019	3/6/2013	$12.47	0	8,019	0
	NQSO	100941N	104,155	3/6/2013	$12.47	28,043	104,155	56,087
	ISO	100580	17,240	4/12/2010	$23.20	12,930	17,240	17,240
	NQSO	100580N	15,161	4/12/2010	$23.20	11,370	15,161	15,161
						118,517	258,219	183,072

EXHIBIT B
Conrad J. Hunter
Restricted Stock Awards
Portfolio Summary of Grants Outstanding as of March 11, 2014
	Grant Type	Grant Number	Quantity	Grant Date	Unvested Balance	Vested Balance
						4/30/2014
	RSA	300301	10,679	2/29/2012	10,679	10,679
	RSA	300378	14,245	3/6/2013	14,245	9,496
					24,924	20,175

EXHIBIT C
Conrad J. Hunter
Performance Stock Units
Portfolio Summary of Grants Outstanding as of Ending Date
Grant Type	Grant Number	Quantity	Grant Date	Agreed Vesting
PSU-M	300481-A	10,684	3/6/2013	7,123
PSU-M	300481-B	1,187	3/6/2013	1,239
PSU-M	300481-C	1,187	3/6/2013	-
PSU-M	300481-D	1,187	3/6/2013	-
				8,362

EXHIBIT D

Employment Agreement, dated December 7, 2010, between NTELOS Holdings Corp. and Conrad J. Hunter (attached to execution copy).

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James A. Hyde, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of NTELOS HOLDINGS CORP.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

6. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

7. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2014

By:	/s/ James A. Hyde
	James A. Hyde
	Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Stebbins B. Chandor Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of NTELOS HOLDINGS CORP.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

6. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

7. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2014

By:	/s/ Stebbins B. Chandor Jr.
	Stebbins B. Chandor Jr.
	Executive Vice President and Chief Financial Officer, Treasurer and Asst. Secretary

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NTELOS HOLDINGS CORP. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2014 (the “Report”), I, James A. Hyde, Chief Executive Officer and President of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ James A. Hyde
	James A. Hyde
	Chief Executive Officer and President

May 7, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NTELOS HOLDINGS CORP. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2014 (the “Report”), I, Stebbins B. Chandor Jr., Executive Vice President, Chief Financial Officer, Treasurer and Asst. Secretary of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Stebbins B. Chandor Jr.
	Stebbins B. Chandor Jr.
	Executive Vice President and Chief Financial Officer, Treasurer and Asst. Secretary

May 7, 2014

XML

Intangible Assets (Finite-Lived Intangible Assets) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 43,900,000		$ 43,900,000
Accumulated Amortization	37,668,000		36,915,000
Customer relationships and trademarks, net	6,232,000		6,985,000
Amortization of Intangible Assets	800,000	800,000
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	36,900,000		36,900,000
Accumulated Amortization	(33,507,000)		(32,871,000)
Customer relationships and trademarks, net	(3,393,000)		(4,029,000)
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years
Gross Amount	7,000,000		7,000,000
Accumulated Amortization	(4,161,000)		(4,044,000)
Customer relationships and trademarks, net	$ (2,839,000)		$ (2,956,000)
Maximum [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	8 years
Minimum [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	7 years

XML

Stock Plans (Summary Of Stock Options Activity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Options
Stock options outstanding at January 1, 2013 (in shares)	2,603
Granted during the period (in shares)	374
Exercised during the period (in shares)	0
Forfeited during the period (in shares)	0
Stock options outstanding at June 30, 2013(in shares)	2,977
Exercisable at June 30, 2013 (in shares)	1,465
Total expected to vest after June 30, 2013 (in shares)	1,361
Weighted Average Exercise Price per Share
Stock options outstanding at January 1, 2013 (in dollars per share)	$ 19.45
Granted during the period (in dollars per share)	$ 13.42
Exercised during the period (in dollars per share)	$ 0.00
Forfeited during the period (in dollars per share)	$ 0.00
Stock options outstanding at June 30, 2013 (in dollars per share)	$ 18.69
Exercisable at June 30, 2013 (in dollars per share)	$ 21.11
Total expected to vest after June 30, 2013 (in dollars per share)	$ 18.16
Additional Stock Options Disclosures [Abstract]
Stock options outstanding at June 30, 2013, Weighted Average Remaining Contractual Term	7 years 8 months 12 days
Exercisable at June 30, 2013, Weighted Average Remaining Contractual Term	6 years 7 months 6 days
Stock options outstanding at June 30, 2013, Aggregate Intrinsic Value	$ 0
Exercisable at June 30, 2013, Aggregate Intrinsic Value	$ 0

XML

Equity and Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Sep. 30, 2012
Numerator:
Net income applicable to common shares for earnings per share computation	$ 1,286	$ 5,493
Denominator:
Total shares outstanding	21,657		21,510	21,446
Less: unvested shares	(570)	(478)
Less: effect of calculating weighted average shares	(7)	(8)
Denominator for basic earnings per common share - weighted average shares outstanding	21,080	20,960
Plus: weighted average unvested shares	628	374
Plus: common stock equivalents of stock options	315	216
Denominator for diluted earnings per common share - weighted average shares outstanding	22,023	21,550

XML

Supplemental Financial Information (Schedule of Net Periodic Benefit Cost) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0	$ 0
Interest cost	344	331
Recognized net actuarial loss	0	76
Expected return on plan assets	(472)	(399)
Net periodic benefit cost	(128)	8
Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	10	14
Interest cost	24	21
Recognized net actuarial loss	8	4
Defined Benefit Plan, Other Costs	8	0
Net periodic benefit cost	$ 50	$ 39

XML

Property, Plan And Equipment (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

The components of property, plant and equipment, and the related accumulated depreciation, were as follows:

(In thousands)	Estimated Useful Life	March 31, 2014		December 31, 2013
Land and buildings *	39 to 50 years	$	33,079	$	34,223
Network plant and equipment	5 to 17 years	474,174		471,032
Furniture, fixtures and other equipment	2 to 18 years	93,674		103,181
		600,927		608,436
Under construction		23,987		6,430
		624,914		614,866
Less: accumulated depreciation		302,583		295,490
Property, plant and equipment, net		$	322,331	$	319,376

XML

Stock Plans (Summary of Performance Stock Awards Activity) (Details) (Performance Shares [Member], USD $)	3 Months Ended
	Mar. 31, 2014
Performance Shares [Member]
Units
Number of shares outstanding at January 1, 2013 (in shares)	110,000
Granted during the period (in shares)	83,000
Vested during the period (in shares)	0
Forfeited during the period (in shares)	0
Number of shares outstanding at June 30, 2013 (in shares)	193,000
Weighted Average Grant Date Fair Value per PSU
Shares outstanding at January 1, 2013 (in dollars per share)	$ 12.79
Granted during the period (in dollars per share)	$ 9.10
Vested during the period (in dollars per share)	$ 0.00
Forfeited during the period (in dollars per share)	$ 0
Shares outstanding at June 30, 2013 (in dollars per share)	$ 11.20

XML

Long-Term Debt (Schedule Of Future Amortization Expense) (Details) (Term Loan B [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Term Loan B [Member]
Long-term Debt, Fiscal Year Maturity [Abstract]
Remainder of 2014	$ 4,054
2014	5,405
2015	5,405
2016	5,405
2017	5,405
Thereafter	506,725
Total	$ 532,399

XML

Property, Plan And Equipment (Details) (USD $) In Thousands, unless otherwise specified			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Land and Building [Member] Minimum [Member]		Mar. 31, 2014 Network Plant and Equipment [Member] Maximum [Member]	Mar. 31, 2014 Network Plant and Equipment [Member] Minimum [Member]	Mar. 31, 2014 Furniture and Fixtures [Member] Maximum [Member]	Mar. 31, 2014 Furniture and Fixtures [Member] Minimum [Member]
Property, Plant and Equipment
Land and buildings	$ 33,079	$ 34,223
Network plant and equipment	474,174	471,032
Furniture, fixtures and other equipment	93,674	103,181
Total in service	600,927	608,436
Under construction	23,987	6,430
Property, plant and equipment, gross	624,914	614,866
Less: accumulated depreciation	302,583	295,490
Property, plant and equipment, net	$ 322,331	$ 319,376
Estimated Useful Life			39 years	[1]	17 years	5 years	18 years	2 years

[1] * Leasehold improvements, which are categorized in land and buildings, are depreciated over the shorter of the estimated useful lives or the remaining lease terms.

XML

Strategic Network Alliance (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stategic Network Alliance [Abstract]
Percentage of revenue	32.20%	33.60%

XML

Stock Plans (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended					12 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Stock Options [Member]	Mar. 31, 2014 Restricted Stock [Member]	Mar. 31, 2014 Performance Shares [Member]	Dec. 31, 2013 Performance Shares [Member]	Mar. 31, 2014 Employee Equity Incentive Plan [Member] Stock Options [Member]	Mar. 31, 2014 Employee Equity Incentive Plan [Member] Restricted Stock [Member]	Mar. 31, 2014 Employee Equity Incentive Plan [Member] Performance Shares [Member]	Mar. 31, 2014 Non-Employee Director Equity Plan [Member] Stock Options [Member]	Mar. 31, 2014 Non-Employee Director Equity Plan [Member] Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options issued							347,023			27,170
Options issued under Employee Equity Incentive Plan vest fractionally annually										25.00%
Beginning of vesting period after grant date for Employee Equity Incentive Plan, in years	1 year
Number of shares issued during the period				128,000	83,000			118,146	83,151		10,095
Weighted-average grant date fair value per share of stock options granted	$ 1.02	$ 0.71
Total intrinsic value of options exercised (less than $0.1 million)	$ 0.1	$ 0.1
Total fair value of options vested	1.1	1.3
Unrecognized compensation cost related to unvested stock options			2.4	3.9		1.7
Unrecognized compensation cost recognition period, in years			2 years 3 months	2 years 1 month		2 years 2 months
Shares available for employee stock purchase plan	100,000
Shares price percentage	85.00%
Shares issued under the employee stock purchase plan	2,108	1,816
Dividends Payable, Share Based Compensation									$ 0.2

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Amortization of unrealized loss from defined benefit plans taxes	$ 172	$ 42

XML

Financial Instruments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended
	Feb. 28, 2013	Mar. 31, 2014	Mar. 31, 2014 CoBank [Member]	Dec. 31, 2013 CoBank [Member]
Summary of Investment Holdings [Line Items]
Equity method investments			$ 1.5	$ 1.5
Interest rate cap purchased, cost	0.9
Notional amount of interest rate cap	350.0
Interest rate cap rate	1.00%
Gain (loss) on interest rate swap derivatives		$ 0.1

XML

Equity and Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Schedule Of Computation Of Basic And Diluted Earnings Per Share

The computations of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013 were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Numerator:
Net income applicable to common shares for earnings per share computation	$	1,286		$	5,493
Denominator:
Total shares outstanding	21,657			21,446
Less: unvested shares	(570		)	(478		)
Less: effect of calculating weighted average shares	(7		)	(8		)
Denominator for basic earnings per common share - weighted average shares outstanding	21,080			20,960
Plus: weighted average unvested shares	628			374
Plus: common stock equivalents of stock options	315			216
Denominator for diluted earnings per common share - weighted average shares outstanding	22,023			21,550

XML

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Schedule Of Difference Between Face Amount, Carrying Amount And Fair Value Of Financial Instruments

The following table indicates the difference between face amount, carrying amount and fair value of the Company’s financial instruments at March 31, 2014 and December 31, 2013.

	Face			Carrying		Fair
(In thousands)	Amount			Amount		Value
March 31, 2014
Nonderivatives:
Financial assets:
Cash	$	121,038		$	121,038	$	121,038
Restricted cash	2,167			2,167		2,167
Long-term investments for which it is not practicable to estimate fair value	N/A			1,499		N/A
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	532,399			528,041		527,075
Capital lease obligations	819			819		819
Derivative related to debt:
Interest rate cap asset	350,000		*	82		82
December 31, 2013
Nonderivatives:
Financial assets:
Cash	$	88,441		$	88,441	$	88,441
Restricted cash	2,167			2,167		2167
Long-term investments for which it is not practicable to estimate fair value	N/A			1,499		N/A
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	493,750			489,441		495,848
Capital lease obligations	925			925		925
Derivative related to debt:
Interest rate cap asset	350,000		*	229		229

*Notional amount

XML

Financial Instruments (Schedule Of Difference Between Face Amount, Carrying Amount And Fair Value Of Financial Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Face Amount [Member]
Financial assets:
Cash	$ 121,038		$ 88,441
Restricted cash	2,167		2,167
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	532,399		493,750
Capital lease obligations	819		925
Interest rate cap asset	350,000	[1]	350,000	[1]
Carrying Amount [Member]
Financial assets:
Cash	121,038		88,441
Restricted cash	2,167		2,167
Long-term investments for which it is not practicable to estimate fair value	1,499		1,499
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	528,041		489,441
Capital lease obligations	819		925
Interest rate cap asset	82		229
Fair Value [Member]
Financial assets:
Cash	121,038		88,441
Restricted cash	2,167		2,167
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	527,075		495,848
Capital lease obligations	819		925
Interest rate cap asset	$ 82		$ 229

[1] * Notional amount

XML

Stock Plans (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary Of Stock Options Activity

The summary of the activity and status of the Company’s stock option awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at January 1, 2014	2,603	$	19.45
Granted during the period	374	13.42
Exercised during the period	—	—
Forfeited during the period	—	—
Stock options outstanding at March 31, 2014	2,977	$	18.69	7.7 years	$	—
Exercisable at March 31, 2014	1,465	$	21.11	6.6 years	$	—
Total expected to vest after March 31, 2014	1,361	$	18.16

Summary Of Restricted Stock Awards Activity

The summary of the activity and status of the Company’s restricted stock awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Shares		Weighted Average  Grant Date Fair Value per Share
Restricted stock awards outstanding at January 1, 2014	325		$	17.41
Granted during the period	128		13.50
Vested during the period	(50	)	20.47
Forfeited during the period	(1	)	12.47
Restricted stock awards outstanding at March 31, 2014	402		$	15.80

Summary of Performance Stock Units Activity

The summary of the activity and status of the Company’s performance stock unit awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Units	Weighted Average  Grant Date Fair Value per PSU
Performance stock units outstanding at January 1, 2014	110	$	12.79
Granted during the period	83	9.10
Vested during the period	—	—
Forfeited during the period	—	—
Performance stock units outstanding at March 31, 2014	193	$	11.20

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Supplemental Financial Information (Narrative) (Details) (USD $)	3 Months Ended			1 Months Ended	12 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Sep. 30, 2013 Connect America Fund's Mobility Fund Phase I Auction (Auction 90) [Member]	Dec. 31, 2013 Connect America Fund's Mobility Fund Phase I Auction (Auction 90) [Member]	Mar. 31, 2014 Accumulated Defined Benefit Plans [Member]	Mar. 31, 2013 Accumulated Defined Benefit Plans [Member]	Dec. 31, 2013 Maximum [Member] Connect America Fund's Mobility Fund Phase I Auction (Auction 90) [Member]
Supplemental Financial Information [Line Items]
Market rate savings account	$ 66,500,000		$ 36,500,000
Non-interest bearing deposit accounts insured by FDIC	54,500,000		51,900,000
Amount Company is eligible to receive under Government funding auction								5,000,000
Performance default penalty under Government funding auction, as a percentage of total funding					10.00%
Line of credit obtained pursuant to the terms of the Government funding auction, current borrowing capacity					2,200,000
First scheduled disbursement under Government funding auction				1,700,000
Performance default penalty under Government funding auction, amount					500,000
Cash collateral under the terms of the line of credit					2,200,000
Bad debt expense	4,000,000	3,200,000
Allowance for doubtful accounts	6,200,000		6,500,000
Other accrued liabilities	3,470,000		3,870,000
Pension plan assets value	25,000,000
Nonqualified pension plans expense	100,000	100,000
Total amount reclassified out of accumulated other comprehensive income related to actuarial losses						300,000	100,000
Future charges for equity-based compensation, remainder of 2014	3,200,000
Future charges for equity-based compensation, 2015	3,100,000
Future charges for equity-based compensation, 2016	1,400,000
Future charges for equity-based compensation, 2017	200,000
Future charges for equity-based compensation, 2018	$ 100,000

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Condensed Consolidated Statement of Changes in Stockholders' Equity (USD $) In Thousands, unless otherwise specified		Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Total NTELOS Holdings Corp. Stockholders’ Equity [Member]	Noncontrolling Interests [Member]
Beginning balance at Dec. 31, 2013		$ 43,793	$ 214	$ (147)	$ 44,462	$ 0	$ (1,246)	$ 43,283	$ 510
Beginning balance, shares at Dec. 31, 2013			21,519	9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	[1]	1,594			1,594			1,594
Equity-based compensation, shares	[1]		147
Cash dividends declared		(9,144)			(7,858)	(1,286)		(9,144)
Net income attributable to NTELOS Holdings Corp.		1,286				1,286		1,286
Amortization of unrealized gain from defined benefit plans, net of $172 of deferred income taxes		(271)					(271)	(271)
Comprehensive income attributable to Noncontrolling Interests		436						0	436
Ending balance at Mar. 31, 2014		$ 37,694	$ 214	$ (147)	$ 38,198	$ 0	$ (1,517)	$ 36,748	$ 946
Ending balance, shares at Mar. 31, 2014			21,666	9

[1] *Includes restricted shares issued, employee stock purchase plan issuances, shares issued through 401(k) matching contributions, stock options exercised and other activity.

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Supplemental Financial Information (Schedule Of Accrued Expenses And Other Current Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Supplemental Financial Information [Abstract]
Accrued interest	$ 5,103	$ 4,584
Accrued payroll	4,237	5,760
Accrued taxes	4,421	3,842
Other	3,470	3,870
Total	$ 17,231	$ 18,056

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Long-Term Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended
	Nov. 09, 2012	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Vehicles [Member]	Jan. 31, 2014 Term Loan A [Member]	Nov. 09, 2012 Term Loan A [Member]	Jan. 31, 2014 Term Loan B [Member]	Nov. 09, 2012 Term Loan B [Member]
Debt Instrument [Line Items]
Term A Loan, Unamortized Discount Written Off					$ 0.2
Debt Instrument, Unamortized Discount							0.5
Term A Loan, Unamortized Deferred Fees Written Off					0.5
Deferred Finance Costs, Noncurrent, Net							3.7
Debt Instrument, Fee Amount							3.8
New term loan amount						150.0		350.0
Term Loan A Balance Outstanding Transferred to Term Loan B					148.1
Additional Term Loan Borrowings							40.0
Blended average interest rate		6.30%	6.00%
Addition to restricted payment basket	6.5
Balance of restricted payment basket		58.8
Carrying value of capital leases				2.6
Accumulated depreciation				1.5
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015				0.3
Capital Leases Future Minimum Payments Due Remainder of Year				0.3
Total future minimum lease payments				0.8
2016				$ 0.2

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current Assets
Cash	$ 121,038	$ 88,441
Restricted cash	2,167	2,167
Accounts receivable, net	36,545	37,740
Inventories and supplies	15,663	23,962
Deferred income taxes	9,751	10,650
Prepaid expenses and other current assets	21,513	20,808
Total current assets	206,677	183,768
Securities and Investments	1,499	1,499
Property, Plant and Equipment, net	322,331	319,376
Intangible Assets
Goodwill	63,700	63,700
Radio spectrum licenses	131,834	131,834
Customer relationships and trademarks, net	6,232	6,985
Deferred Charges and Other Assets	11,628	9,089
TOTAL ASSETS	743,901	716,251
Current Liabilities
Current portion of long-term debt	5,824	5,410
Accounts payable	29,816	33,677
Dividends payable	9,096	9,034
Advance billings and customer deposits	13,590	13,333
Accrued expenses and other current liabilities	17,231	18,056
Total current liabilities	75,557	79,510
Long-term Liabilities
Long-Term Debt	523,036	484,956
Retirement Benefits	12,535	11,995
Deferred Income Taxes	61,946	62,893
Other Long-Term Liabilities	33,133	33,104
Liabilities, Noncurrent, Total	630,650	592,948
Commitments and Contingencies
Equity
Preferred stock, par value $.01 per share, authorized 100 shares, none issued	0	0
Common stock, par value $.01 per share, authorized 55,000 shares; 21,666 shares issued and 21,657 shares outstanding (21,519 shares issued and 21,510 shares outstanding at December 31, 2013)	214	214
Additional paid in capital	38,198	44,462
Treasury stock, at cost, 9 shares (9 shares at December 31, 2013)	(147)	(147)
Retained earnings	0	0
Accumulated other comprehensive loss	(1,517)	(1,246)
Total NTELOS Holdings Corp. Stockholders’ Equity	36,748	43,283
Noncontrolling Interests	946	510
Total Stockholders' Equity, including portion attributable to noncontrolling interest	37,694	43,793
TOTAL LIABILITIES AND EQUITY	$ 743,901	$ 716,251

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Equity and Earnings Per Share (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	May 01, 2014 Subsequent Event [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Cash dividend amount, per share			$ 0.42
Excluded from computation of diluted earnings per common share	1.8	2.6

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Condensed Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Amortization of unrealized loss from defined benefit plans taxes	$ 172	$ 42

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Supplemental Cash Flow Information (Supplementary Disclosures Of Condensed Consolidated statements of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Sep. 30, 2012
Additional Cash Flow Elements [Abstract]
Interest (net of amounts capitalized)	$ 6,771	$ 2,591
Income taxes	11	13
Cash received from income tax refunds	0	288
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable	16,244	4,551
Dividends declared not paid	$ 9,142		$ 9,053

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Supplemental Financial Information (Policy)

3 Months Ended

Mar. 31, 2014

Supplemental Financial Information [Abstract]

Cash

Cash

The Company’s cash was held in market rate savings accounts and non-interest bearing deposit accounts. The total held in the market rate savings accounts at March 31, 2014 and December 31, 2013 was $66.5 million and $36.5 million, respectively. The remaining $54.5 million and $51.9 million of cash at March 31, 2014 and December 31, 2013, respectively, was held in non-interest bearing deposit accounts.

Trade Accounts Receivable

Allowance for Doubtful Accounts

The Company includes bad debt expense in customer operations expense in the unaudited condensed consolidated statements of operations. Bad debt expense for the three months ended March 31, 2014 and 2013 was $4.0 million and $3.2 million, respectively. The Company’s allowance for doubtful accounts was $6.2 million and $6.5 million at March 31, 2014 and December 31, 2013, respectively.

Pension Benefits And Retirement Benefits Other Than Pensions

Pension Benefits and Retirement Benefits Other Than Pensions

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its defined benefit pension plan were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Service cost	$	—		$	—
Interest cost	344			331
Recognized net actuarial loss	—			76
Expected return on plan assets	(472		)	(399		)
Net periodic benefit cost	$	(128	)	$	8

Pension plan assets were valued at $25.0 million at March 31, 2014.

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its other postretirement benefit plans were as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Service cost	$	10	$	14
Interest cost	24		21
Recognized net actuarial loss	8		4
Fees	8		—
Net periodic benefit cost	$	50	$	39

The total expense recognized for the Company’s nonqualified pension plans was $0.1 million for each of the three months ended March 31, 2014 and 2013, a portion of which related to the amortization of unrealized loss.

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Property, Plan And Equipment (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Property, Plant and Equipment [Abstract]
Depreciation	$ 18.3	$ 17.7
Additional Depreciation From Change in Accounting Estimate	$ 0.4

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Supplemental Cash Flow Information - (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Schedule Of Supplementary Cash Flow Information [Table Text Block]

The following information is presented as supplementary disclosures for the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
(In thousands)	2014		2013
Cash payments for:
Interest (net of amounts capitalized)	$	6,771	$	2,591
Income taxes	11		13
Cash received from income tax refunds	—		288
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable	16,244		4,551
Dividends declared not paid	9,142		9,053

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities
Net income	$ 1,722	$ 6,022
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	19,067	18,456
Deferred income taxes	86	3,263
Equity-based compensation	1,311	1,321
Amortization of loan origination costs and debt discount	801	672
Write off of unamortized debt issuance costs	895	0
Retirement benefits and other	700	774
Changes in operating assets and liabilities
Accounts receivable	1,195	7,322
Inventories and supplies	8,299	824
Other current assets	(3,609)	(1,993)
Income taxes	313	592
Accounts payable	(11,229)	(3,402)
Other current liabilities	(1,230)	7,557
Retirement benefit contributions and distributions	173	(86)
Net cash provided by operating activities	18,494	41,322
Cash flows from investing activities
Purchases of property, plant and equipment	(13,961)	(16,913)
Other, net	2,547	(33)
Net cash used in investing activities	(11,414)	(16,946)
Cash flows from financing activities
Proceeds from issuance of long-term debt, net of original issue discount	187,655	0
Debt issuance and refinancing costs	(3,551)	0
Repayments on senior secured term loans	(149,476)	(1,250)
Cash dividends paid on common stock	(9,034)	0
Capital distributions to Noncontrolling Interests	0	(277)
Other, net	(77)	410
Net cash provided by/(used in) financing activities	25,517	(1,117)
Increase in cash	32,597	23,259
Cash, beginning of period	88,441
Cash, end of period	$ 121,038

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000	100,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	55,000,000	55,000,000
Common stock, shares issued (in shares)	21,666,000	21,519,000
Common stock, shares outstanding (in shares)	21,657,000	21,510,000
Treasury stock, shares (in shares)	9,000	9,000

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Equity and Earnings Per Share

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Equity and Earnings Per Share

Equity and Earnings Per Share

On May 1, 2014, the board of directors declared a cash dividend in the amount of $0.42 per share to be paid on July 11, 2014 to stockholders of record on June 13, 2014.

The computations of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013 were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Numerator:
Net income applicable to common shares for earnings per share computation	$	1,286		$	5,493
Denominator:
Total shares outstanding	21,657			21,446
Less: unvested shares	(570		)	(478		)
Less: effect of calculating weighted average shares	(7		)	(8		)
Denominator for basic earnings per common share - weighted average shares outstanding	21,080			20,960
Plus: weighted average unvested shares	628			374
Plus: common stock equivalents of stock options	315			216
Denominator for diluted earnings per common share - weighted average shares outstanding	22,023			21,550

In accordance with FASB ASC 260, Earnings Per Share, unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents, whether paid or unpaid, are considered a “participating security” for purposes of computing earnings or loss per common share pursuant to the two-class method. The Company's unvested restricted stock awards have rights to receive non-forfeitable dividends. For the three months ended March 31, 2014 and 2013, the Company has calculated basic earnings per share using weighted average shares outstanding and the two-class method and determined there was no significant difference in the per share amounts calculated under the two methods.

For the three months ended March 31, 2014 and 2013, the denominator for diluted earnings per common share excludes approximately 1.8 million shares and 2.6 million shares, respectively, related to stock options that were antidilutive for the respective periods presented. In addition, the performance-based portion of the performance stock units ("PSUs") is excluded from diluted earnings per share until the performance criteria are satisfied.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2014	May 02, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Registrant Name	NTELOS HOLDINGS CORP
Entity Central Index Key	0001328571
Trading Symbol	ntls
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		21,666,882
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

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Stock Plans

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Plans

Stock Plans

The Company has employee equity incentive plans (referred to as the “Employee Equity Incentive Plans”) administered by the Compensation Committee of the Company’s board of directors (the “Committee”), which permits the grant of long-term incentives to employees, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, incentive awards, other stock-based awards and dividend equivalents. The Company also has a non-employee director equity plan (the “Non-Employee Director Equity Plan”). The Non-Employee Director Equity Plan together with the Employee Equity Incentive Plans are referred to as the “Equity Incentive Plans.” Awards under these plans are issuable to employees or non-employee directors as applicable.

During the three months ended March 31, 2014, the Company issued 347,023 stock options under the Employee Equity Incentive Plans and 27,170 stock options under the Non-Employee Director Equity Plan. The options issued under the Employee Equity Incentive Plans vest one-fourth annually beginning one year after the grant date, and the options issued under the Non-Employee Director Equity Plan cliff vest on the first anniversary of the grant date.

During the three months ended March 31, 2014, the Company issued 118,146 shares of restricted stock under the Employee Equity Incentive Plans and 10,095 shares of restricted stock under the Non-Employee Director Equity Plan. The restricted shares granted under the Employee Equity Incentive Plans cliff vest on the third anniversary of the grant date. The restricted shares granted under the Non-Employee Director Equity Plan cliff vest on the first anniversary of the grant date. Dividend and voting rights applicable to restricted stock are equivalent to the Company’s common stock.

During the three months ended March 31, 2014, the Company granted 83,151 PSUs under the Employee Equity Incentive Plans to certain key employees. These PSUs vest on December 31, 2016 and are subject to certain performance and market conditions. Each PSU represents the contingent right to receive one share (or more based on maximum achievement) of the Company’s common stock if vesting is satisfied. The PSUs have no voting rights. Dividends, if any, that would have been paid on the underlying shares will be paid as dividend equivalent units on PSUs that vest, on or after the vesting date. At March 31, 2014, the Company had accrued approximately $0.2 million in dividend equivalent units.

The summary of the activity and status of the Company’s stock option awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at January 1, 2014	2,603	$	19.45
Granted during the period	374	13.42
Exercised during the period	—	—
Forfeited during the period	—	—
Stock options outstanding at March 31, 2014	2,977	$	18.69	7.7 years	$	—
Exercisable at March 31, 2014	1,465	$	21.11	6.6 years	$	—
Total expected to vest after March 31, 2014	1,361	$	18.16

The fair value of each common stock option award granted during the three months ended March 31, 2014 was estimated on the respective grant date using a generally accepted valuation model with assumptions related to risk-free interest rate, expected volatility, expected dividend yield and expected terms. The weighted average grant date fair value per share of stock options granted during the three months ended March 31, 2014 and 2013 was $1.02 and $0.71, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2014 and 2013 was less than $0.1 million. The total fair value of options that vested during the three months ended March 31, 2014 and 2013 was $1.1 million and $1.3 million, respectively. As of March 31, 2014, there was $2.4 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 2.3 years.

The summary of the activity and status of the Company’s restricted stock awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Shares		Weighted Average  Grant Date Fair Value per Share
Restricted stock awards outstanding at January 1, 2014	325		$	17.41
Granted during the period	128		13.50
Vested during the period	(50	)	20.47
Forfeited during the period	(1	)	12.47
Restricted stock awards outstanding at March 31, 2014	402		$	15.80

At March 31, 2014, there was $3.9 million of total unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted average period of 2.1 years. The fair value of the restricted stock award is equal to the market value of common stock on the date of grant.

The summary of the activity and status of the Company’s performance stock unit awards for the three months ended March 31, 2014 is as follows:

(In thousands, except per share amounts)	Units	Weighted Average  Grant Date Fair Value per PSU
Performance stock units outstanding at January 1, 2014	110	$	12.79
Granted during the period	83	9.10
Vested during the period	—	—
Forfeited during the period	—	—
Performance stock units outstanding at March 31, 2014	193	$	11.20

At March 31, 2014, there was $1.7 million of total unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of 2.2 years. The fair value of the PSU is estimated at the grant date using a Monte Carlo simulation model.

In addition to the Equity Incentive Plans discussed above, the Company has an employee stock purchase plan, which commenced in July 2006 with 100,000 shares available. Shares are priced at 85% of the closing price on the last trading day of the month and generally settle on the second business day of the following month. During the three months ended March 31, 2014 and 2013, 2,108 shares and 1,816 shares, respectively, were issued under the employee stock purchase plan. Compensation expense associated with the employee stock purchase plan for the three months ended March 31, 2014 and 2013 was immaterial.

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]
Operating Revenues	$ 122,082	$ 119,345
Operating Expenses
Cost of sales and services	47,324	44,535
Customer operations	34,091	30,954
Corporate operations	9,737	7,904
Depreciation and amortization	19,067	18,456
Operating expenses, total	110,219	101,849
Operating income	11,863	17,496
Other Expense
Interest expense	(7,959)	(7,361)
Other expense, net	(1,072)	(369)
Nonoperating Income (Expense), Total	(9,031)	(7,730)
Income before Income Taxes	2,832	9,766
Income Taxes	1,110	3,744
Net Income	1,722	6,022
Net Income Attributable to Noncontrolling Interests	(436)	(529)
Net Income Attributable to NTELOS Holdings Corp.	$ 1,286	$ 5,493
Earnings per Share Attributable to NTELOS Holdings Corp.
Basic (in dollars per share)	$ 0.06	$ 0.26
Weighted average shares outstanding - basic (in shares)	21,080	20,960
Diluted (in dollars per share)	$ 0.06	$ 0.25
Weighted average shares outstanding - diluted (in shares)	22,023	21,550
Cash Dividends Declared per Share - Common Stock (in dollars per share)	$ 0.42	$ 0.42

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The following information is presented as supplementary disclosures for the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
(In thousands)	2014		2013
Cash payments for:
Interest (net of amounts capitalized)	$	6,771	$	2,591
Income taxes	11		13
Cash received from income tax refunds	—		288
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable	16,244		4,551
Dividends declared not paid	9,142		9,053

The amount of interest capitalized was immaterial for each of the three months ended March 31, 2014 and 2013.

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Supplemental Financial Information

3 Months Ended

Mar. 31, 2014

Supplemental Financial Information [Abstract]

Supplemental Financial Information

Basis of Presentation and Other Information

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position have been included.

The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”). These financial statements should be read in conjunction with the Company’s 2013 Form 10-K.

Cash

The Company’s cash was held in market rate savings accounts and non-interest bearing deposit accounts. The total held in the market rate savings accounts at March 31, 2014 and December 31, 2013 was $66.5 million and $36.5 million, respectively. The remaining $54.5 million and $51.9 million of cash at March 31, 2014 and December 31, 2013, respectively, was held in non-interest bearing deposit accounts.

Restricted Cash

The Company is eligible to receive up to $5.0 million in connection with its winning bid in the Connect America Fund's Mobility Fund Phase I Auction ("Auction 901"). Pursuant to the terms of Auction 901, the Company was required to obtain a Letter of Credit (“LOC”) for the benefit of the Universal Service Administrative Company (“USAC”) to cover each disbursement plus the amount of the performance default penalty (10% of the total eligible award). USAC may draw upon the LOC in the event the Company fails to demonstrate the required coverage by the applicable deadline in 2016. The Company obtained the LOC in the amount of $2.2 million, representing the first disbursement of $1.7 million received in September 2013, plus the performance default penalty of $0.5 million. In accordance with the terms of the LOC, the Company deposited $2.2 million into a separate account at the issuing bank to serve as cash collateral. Such funds will be released when the LOC is terminated without being drawn upon by USAC.

Allowance for Doubtful Accounts

The Company includes bad debt expense in customer operations expense in the unaudited condensed consolidated statements of operations. Bad debt expense for the three months ended March 31, 2014 and 2013 was $4.0 million and $3.2 million, respectively. The Company’s allowance for doubtful accounts was $6.2 million and $6.5 million at March 31, 2014 and December 31, 2013, respectively.

Accrued Expenses and Other Current Liabilities

(In thousands)	March 31, 2014		December 31, 2013
Accrued interest	5,103		4,584
Accrued payroll	4,237		5,760
Accrued taxes	4,421		3,842
Other	3,470		3,870
Total	$	17,231	$	18,056

Pension Benefits and Retirement Benefits Other Than Pensions

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its defined benefit pension plan were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Service cost	$	—		$	—
Interest cost	344			331
Recognized net actuarial loss	—			76
Expected return on plan assets	(472		)	(399		)
Net periodic benefit cost	$	(128	)	$	8

Pension plan assets were valued at $25.0 million at March 31, 2014.

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its other postretirement benefit plans were as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Service cost	$	10	$	14
Interest cost	24		21
Recognized net actuarial loss	8		4
Fees	8		—
Net periodic benefit cost	$	50	$	39

The total expense recognized for the Company’s nonqualified pension plans was $0.1 million for each of the three months ended March 31, 2014 and 2013, a portion of which related to the amortization of unrealized loss.

The total amount reclassified out of accumulated other comprehensive income related to actuarial losses from the defined benefit plans was $0.3 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively, all of which has been reclassified to cost of sales and services, customer operations, and corporate operations on the unaudited condensed consolidated statement of income for the respective periods.

The Company also sponsors a contributory defined contribution plan under Internal Revenue Code (“IRC”) Section 401(k) for substantially all employees. The Company’s current policy is to make matching contributions in shares of the Company’s common stock.

Equity-Based Compensation

The Company accounts for equity-based compensation plans under FASB Accounting Standards Codification (“ASC”) 718, Stock Compensation. Equity-based compensation expense from stock-based awards is recorded with an offsetting increase to additional paid in capital on the unaudited condensed consolidated balance sheet. The Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award.

Total equity-based compensation expense related to all of the Company’s stock-based equity awards for the three months ended March 31, 2014 and 2013 and the Company’s 401(k) matching contributions was allocated as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Cost of sales and services	$	151	$	141
Customer operations	250		247
Corporate operations	910		933
Equity-based compensation expense	$	1,311	$	1,321

Future charges for equity-based compensation related to securities outstanding at March 31, 2014 for the remainder of 2014 and for the years 2015 through 2018 are estimated to be $3.2 million, $3.1 million, $1.4 million, $0.2 million and less than $0.1 million, respectively.

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Supplemental Financial Information (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Financial Information [Abstract]

Schedule of Other Current Assets

Accrued Expenses and Other Current Liabilities

(In thousands)	March 31, 2014		December 31, 2013
Accrued interest	5,103		4,584
Accrued payroll	4,237		5,760
Accrued taxes	4,421		3,842
Other	3,470		3,870
Total	$	17,231	$	18,056

Schedule of Net Benefit Costs

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its other postretirement benefit plans were as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Service cost	$	10	$	14
Interest cost	24		21
Recognized net actuarial loss	8		4
Fees	8		—
Net periodic benefit cost	$	50	$	39

For the three months ended March 31, 2014 and 2013, the components of the Company’s net periodic benefit cost for its defined benefit pension plan were as follows:

	Three Months Ended March 31,
(In thousands)	2014			2013
Service cost	$	—		$	—
Interest cost	344			331
Recognized net actuarial loss	—			76
Expected return on plan assets	(472		)	(399		)
Net periodic benefit cost	$	(128	)	$	8

Schedule Of Equity-Based Compensation Expense

Total equity-based compensation expense related to all of the Company’s stock-based equity awards for the three months ended March 31, 2014 and 2013 and the Company’s 401(k) matching contributions was allocated as follows:

	Three Months Ended March 31,
(In thousands)	2014		2013
Cost of sales and services	$	151	$	141
Customer operations	250		247
Corporate operations	910		933
Equity-based compensation expense	$	1,311	$	1,321

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense for the three months ended March 31, 2014 was $1.1 million representing the statutory tax rate applied to pre-tax income and the effects of certain non-deductible compensation, non-controlling interest, and state minimum taxes. The Company expects its recurring non-deductible expenses to relate primarily to certain non-cash equity-based compensation and other non-deductible compensation.

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Long-Term Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

At March 31, 2014 and December 31, 2013, the Company’s outstanding long-term debt consisted of the following:

(In thousands)	March 31, 2014		December 31, 2013
Senior secured term loans, net of unamortized debt discount	$	528,041	$	489,441
Capital lease obligations	819		925
	528,860		490,366
Less: current portion of long-term debt	5,824		5,410
Long-term debt	$	523,036	$	484,956

Long-Term Debt, Excluding Capital Lease Obligations

On November 9, 2012, NTELOS Inc. entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated, in its entirety, that certain Credit Agreement dated August 7, 2009 (the “Original Credit Agreement”). The Amended and Restated Credit Agreement provided for (1) a term loan A in the aggregate amount of $150.0 million (the “Term Loan A”); and (2) a term loan B in the aggregate amount of $350.0 million (the “Term Loan B” and, together with the Term Loan A, the “Term Loans”).

On January 31, 2014, the Company completed the refinancing of Term Loan A, which converted the outstanding principal balance of $148.1 million of Term Loan A into Term Loan B, and borrowed an additional $40.0 million under Term Loan B. The additional Term Loan B borrowings bear the same interest rate, maturity and other terms as the Company’s existing Term Loan B borrowings. In connection with the refinancing, the Company incurred approximately $3.8 million in creditor and third party fees, of which $3.7 million was deferred and is being amortized to interest expense over the life of the debt using the effective interest method. The Company also deferred $0.5 million in debt discounts related to the new Term Loan B borrowings, which are being accreted to the Term Loan B using the effective interest method over the life of the debt and are reflected in interest expense. Additionally, the Company wrote off a proportionate amount of the unamortized deferred fees and debt discount from the Amended and Restated Credit Agreement totaling $0.5 million and $0.2 million, respectively, which are reflected in other expenses in the condensed consolidated statements of income.

The aggregate maturities of long-term debt outstanding at March 31, 2014, excluding capital lease obligations, based on the contractual terms of the instruments were as follows:

(In thousands)	Term Loan
Remainder of 2014	$	4,054
2015	5,405
2016	5,405
2017	5,405
2018	5,405
Thereafter	506,725
Total	$	532,399

The Company’s blended average effective interest rate on its long-term debt was approximately 6.3% and 6.0% for the three months ended March 31, 2014 and 2013, respectively.

The Amended and Restated Credit Agreement has a Restricted Payments basket, which can be used to make Restricted Payments (as defined in the Amended and Restated Credit Agreement), including the ability to pay dividends, repurchase stock or advance funds to the Company. This Restricted Payments basket increases by $6.5 million per quarter and decreases by any actual Restricted Payments and by certain investments and any mandatory prepayments on the Term Loans, to the extent the lenders decline to receive such prepayment. In addition, on a quarterly basis the Restricted Payments basket increases by the positive amount, if any, of the Excess Cash Flow (as defined in the Amended and Restated Credit Agreement). For the three months ended March 31, 2014 there was no excess cash flow. The balance of the Restricted Payments basket as of March 31, 2014 was $58.8 million.

Capital Lease Obligations

In addition to the long-term debt discussed above, the Company has entered into capital leases on vehicles with original lease terms of four to five years. At March 31, 2014, the carrying value and accumulated depreciation of these assets was $2.6 million and $1.5 million, respectively. The total net present value of the Company’s future minimum lease payments is $0.8 million. At March 31, 2014, the principal portion of these capital lease obligations was payable as follows: $0.3 million for the remainder of 2014, $0.3 million in 2015 and $0.2 million in 2016.

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Property, Plan And Equipment

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

The components of property, plant and equipment, and the related accumulated depreciation, were as follows:

(In thousands)	Estimated Useful Life	March 31, 2014		December 31, 2013
Land and buildings *	39 to 50 years	$	33,079	$	34,223
Network plant and equipment	5 to 17 years	474,174		471,032
Furniture, fixtures and other equipment	2 to 18 years	93,674		103,181
		600,927		608,436
Under construction		23,987		6,430
		624,914		614,866
Less: accumulated depreciation		302,583		295,490
Property, plant and equipment, net		$	322,331	$	319,376

* Leasehold improvements, which are categorized in land and buildings, are depreciated over the shorter of the estimated useful lives or the remaining lease terms.

Depreciation expense for the three months ended March 31, 2014 and 2013 was $18.3 million and $17.7 million, respectively. During the quarter ended March 31, 2014, the Company revised the estimated useful lives of certain assets in order to better match our depreciation expense with the periods these assets are expected to generate revenue based on planned and historical service periods. The new estimated useful lives were established based on historical service periods and external benchmark data of these assets. The increase in depreciation expense resulting from this change for the three months ended March 31, 2014 was approximately $0.4 million. The Company believes that no impairment indicators existed as of March 31, 2014 that would require it to perform impairment testing.

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Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

Indefinite-Lived Intangible Assets

Goodwill and radio spectrum licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, on October 1, or more frequently if an event indicates that the asset might be impaired. The Company believes that no impairment indicators existed as of March 31, 2014 that would require it to perform impairment testing.

Intangible Assets Subject to Amortization

Customer relationships and trademarks are considered amortizable intangible assets. At March 31, 2014 and December 31, 2013, customer relationships and trademarks were comprised of the following:

		March 31, 2014							December 31, 2013
(In thousands)	Estimated Useful Life	Gross Amount		Accumulated Amortization			Net		Gross Amount		Accumulated Amortization			Net
Customer relationships	7 to 8 years	$	36,900	$	(33,507	)	$	3,393	$	36,900	$	(32,871	)	$	4,029
Trademarks	15 years	7,000		(4,161		)	2,839		7,000		(4,044		)	2,956
Total		$	43,900	$	(37,668	)	$	6,232	$	43,900	$	(36,915	)	$	6,985

The Company amortizes its amortizable intangible assets using the straight-line method. Amortization expense for both the three months ended March 31, 2014 and 2013 was $0.8 million.

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Financial Instruments

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Financial Instruments

Financial Instruments

The Company is exposed to market risks with respect to certain of the financial instruments that it holds. Cash, accounts receivable, accounts payable and accrued liabilities are reflected in the unaudited condensed consolidated financial statements at cost, which approximates fair value because of the short-term nature of these instruments. The fair values of other financial instruments are determined using observable market prices or using a valuation model, which is based on a conventional discounted cash flow methodology and utilizes assumptions of current market conditions. The following is a summary by balance sheet category:

Long-Term Investments

At March 31, 2014 and December 31, 2013, the Company had an investment in CoBank, ACB (“CoBank”) of $1.5 million. This investment is primarily related to a required investment under the Original Credit Agreement and declared and unpaid patronage distributions of restricted equity related to the portion of the term loans previously held by CoBank. This investment is carried under the cost method as it is not practicable to estimate fair value. This investment is subject to redemption in accordance with CoBank’s capital recovery plans.

Interest Rate Derivatives

In February 2013, the Company purchased an interest rate cap for $0.9 million with a notional amount of $350.0 million, which caps the three month Eurodollar rate at 1.0% and expires in August 2015. The Company did not designate the interest rate cap agreement as a cash flow hedge for accounting purposes. Therefore, the change in market value of the agreement is recorded as a gain or loss in other expense. The Company recorded a $0.1 million loss for the three months ended March 31, 2014.

The following table indicates the difference between face amount, carrying amount and fair value of the Company’s financial instruments at March 31, 2014 and December 31, 2013.

	Face			Carrying		Fair
(In thousands)	Amount			Amount		Value
March 31, 2014
Nonderivatives:
Financial assets:
Cash	$	121,038		$	121,038	$	121,038
Restricted cash	2,167			2,167		2,167
Long-term investments for which it is not practicable to estimate fair value	N/A			1,499		N/A
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	532,399			528,041		527,075
Capital lease obligations	819			819		819
Derivative related to debt:
Interest rate cap asset	350,000		*	82		82
December 31, 2013
Nonderivatives:
Financial assets:
Cash	$	88,441		$	88,441	$	88,441
Restricted cash	2,167			2,167		2167
Long-term investments for which it is not practicable to estimate fair value	N/A			1,499		N/A
Financial liabilities:
Senior secured term loan, net of unamortized debt discount	493,750			489,441		495,848
Capital lease obligations	925			925		925
Derivative related to debt:
Interest rate cap asset	350,000		*	229		229

*Notional amount

The fair values of the Term Loans under the Amended and Restated Credit Agreement were derived based on bid prices at March 31, 2014 and December 31, 2013, respectively. The fair value of the derivative instrument was based on a quoted market price at March 31, 2014 and December 31, 2013, respectively. These instruments are classified within Level 2 of the fair value hierarchy described in FASB ASC 820, Fair Value Measurements and Disclosures.

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Supplemental Financial Information (Schedule Of Equity-Based Compensation Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	$ 1,311	$ 1,321
Cost Of Sales and Services [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	151	141
Customer Operations [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	250	247
Corporate Operations [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Equity-based compensation expense	$ 910	$ 933

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Income tax reconciliation of statutory tax rate	$ 1.1

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Commitments and Contingencies

On occasion, the Company makes claims or receives disputes related to its billings to other carriers, including billings under the SNA agreement, for access to the Company’s network. These disputes may involve amounts which, if resolved unfavorably to the Company, could have a material effect on the Company’s financial statements. The Company does not recognize revenue related to such matters until the period that it is reasonably assured of the collection of these claims. In the event that a claim is made related to revenues previously recognized, the Company assesses the validity of the claim and adjusts the amount of revenue recognized to the extent that the claim adjustment is considered probable and reasonably estimable.

The Company is involved in disputes, claims, either asserted or unasserted, and legal and tax proceedings and filings arising from normal business activities. While the outcome of such matters is currently not determinable, and it is reasonably possible that the cost to resolve such matters could be material, management believes that adequate provision for any probable and reasonably estimable losses has been made in the Company’s unaudited condensed consolidated financial statements.

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Subject to Amortization

Customer relationships and trademarks are considered amortizable intangible assets. At March 31, 2014 and December 31, 2013, customer relationships and trademarks were comprised of the following:

		March 31, 2014							December 31, 2013
(In thousands)	Estimated Useful Life	Gross Amount		Accumulated Amortization			Net		Gross Amount		Accumulated Amortization			Net
Customer relationships	7 to 8 years	$	36,900	$	(33,507	)	$	3,393	$	36,900	$	(32,871	)	$	4,029
Trademarks	15 years	7,000		(4,161		)	2,839		7,000		(4,044		)	2,956
Total		$	43,900	$	(37,668	)	$	6,232	$	43,900	$	(36,915	)	$	6,985

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Stock Plans (Summary Of Restricted Stock Awards Activity) (Details) (Restricted Stock [Member], USD $)	3 Months Ended
	Mar. 31, 2014
Restricted Stock [Member]
Units
Number of shares outstanding at January 1, 2013 (in shares)	325,000
Granted during the period (in shares)	128,000
Vested during the period (in shares)	(50,000)
Forfeited during the period (in shares)	(1,000)
Number of shares outstanding at June 30, 2013 (in shares)	402,000
Weighted Average Grant Date Fair Value per PSU
Shares outstanding at January 1, 2013 (in dollars per share)	$ 17.41
Granted during the period (in dollars per share)	$ 13.50
Vested during the period (in dollars per share)	$ 20.47
Forfeited during the period (in dollars per share)	$ 12.47
Shares outstanding at June 30, 2013 (in dollars per share)	$ 15.80

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Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Senior secured term loans, net of unamortized debt discount	$ 528,041	$ 489,441
Capital lease obligations	819	925
Debt and capital lease obligations, Total	528,860	490,366
Less: current portion of long-term debt	5,824	5,410
Long-term debt	$ 523,036	$ 484,956

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Condensed Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net Income Attributable to NTELOS Holdings Corp.	$ 1,286	$ 5,493
Other Comprehensive Income:
Amortization of unrealized (gain)/loss from defined benefit plans, net of $172 of deferred income taxes in 2014 ($42 in 2013)	(271)	66
Comprehensive Income Attributable to NTELOS Holdings Corp.	1,015	5,559
Comprehensive Income Attributable to Noncontrolling Interests	436	529
Comprehensive Income	$ 1,451	$ 6,088

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Organization

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

NTELOS Holdings Corp. (hereafter referred to as “Holdings Corp.” or the “Company”), through NTELOS Inc., its wholly owned subsidiary (“NTELOS Inc.”) and its subsidiaries, is a regional provider of digital wireless communications services to consumers and businesses primarily in Virginia, West Virginia and certain portions of surrounding states. The Company’s primary services are wireless voice and data digital personal communications services (“PCS”) provided through NTELOS branded retail operations and on a wholesale basis to other PCS providers, most notably through an arrangement with Sprint Spectrum L.P. (“Sprint Spectrum”), and Sprint Spectrum on behalf of and as an agent for SprintCom, Inc. (“SprintCom”)

(Sprint Spectrum and SprintCom collectively, “Sprint”), which arrangement is referred to herein as the “Strategic Network

Alliance” or "SNA." See Note 11 for additional information regarding this arrangement. The Company does not have any

independent operations.

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule Of Long-Term Debt

At March 31, 2014 and December 31, 2013, the Company’s outstanding long-term debt consisted of the following:

(In thousands)	March 31, 2014		December 31, 2013
Senior secured term loans, net of unamortized debt discount	$	528,041	$	489,441
Capital lease obligations	819		925
	528,860		490,366
Less: current portion of long-term debt	5,824		5,410
Long-term debt	$	523,036	$	484,956

Schedule of Maturities of Long-Term Debt

The aggregate maturities of long-term debt outstanding at March 31, 2014, excluding capital lease obligations, based on the contractual terms of the instruments were as follows:

(In thousands)	Term Loan
Remainder of 2014	$	4,054
2015	5,405
2016	5,405
2017	5,405
2018	5,405
Thereafter	506,725
Total	$	532,399

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Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 0.8	$ 0.8

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Strategic Network Alliance

3 Months Ended

Mar. 31, 2014

Stategic Network Alliance [Abstract]

Strategic Network Alliance

Strategic Network Alliance

The Company provides wireless digital PCS services on a wholesale basis to other PCS providers, most notably through the Strategic Network Alliance ("SNA") with Sprint in which the Company is the exclusive PCS service provider in the Company’s western Virginia and West Virginia service area for all Sprint Code Division Multiple Access (“CDMA”) wireless customers through July 31, 2015, subject to subsequent automatic three-year extensions unless the non-renewal notice provisions are exercised.

The Company generated 32.2% and 33.6% of its revenue from the SNA for the three months ended March 31, 2014 and 2013, respectively.