10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10‑Q

(Mark One)

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

For the quarterly period ended June 30, 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:  000-35180

Lumos Networks Corp.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	80-0697274 (I.R.S. Employer Identification No.)
One Lumos Plaza, Waynesboro, Virginia 22980 (Address of principal executive offices) (Zip Code)
(540) 946-2000 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, $0.01 par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

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.   [ X ]  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).  [X]  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. (Check one):

Large accelerated filer  [ ] Accelerated filer [X] Non-accelerated filer [] Smaller reporting company [ ]

(Do not check if a smaller reporting company)

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

There were22,388,788 shares of the registrant’s common stock outstanding as of the close of business on August1, 2014.

LUMOS NETWORKS CORP.
2014 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION

Item 1.  Financial Statements.	3
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	30
Item 4.  Controls and Procedures.	31

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.	32
Item 1A.  Risk Factors.	32
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 5.  Other Information.	32
Item 6.  Exhibits.	33

2

Part I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

Condensed ConsolidatedBalance Sheets

Lumos Networks Corp.

(Unaudited)

(In thousands)	June 30, 2014		December 31, 2013
Assets
Current Assets
Cash and cash equivalents	$	9,804	$	14,114
Marketable securities		36,596		38,480
Restricted cash		4,324		4,324
Accounts receivable, net of allowance of $1,369 ($1,485 in 2013)		22,687		22,917
Other receivables		820		1,588
Income tax receivable		795		1,116
Prepaid expenses and other		4,301		3,960
Deferred income taxes		7,189		7,289
Total Current Assets		86,516		93,788
Securities and Investments		767		699
Property, Plant and Equipment
Land and buildings		19,648		19,561
Network plant and equipment		483,905		474,010
Furniture, fixtures and other equipment		44,275		34,549
Total in service		547,828		528,120
Under construction		41,243		25,889
		589,071		554,009
Less accumulated depreciation and amortization		192,125		175,286
Total Property, Plant and Equipment, net		396,946		378,723
Other Assets
Goodwill		100,297		100,297
Other intangibles, less accumulated amortization of $85,493($81,600 in 2013)		20,477		25,071
Deferred charges and other assets		7,965		7,722
Total Other Assets		128,739		133,090
Total Assets	$	612,968	$	606,300

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3

Condensed ConsolidatedBalance Sheets

Lumos Networks Corp.

(Unaudited)

(In thousands, except par value per share amounts)	June 30, 2014		December 31, 2013
Liabilities and Equity
Current Liabilities
Current portion of long-term debt	$	10,250	$	6,688
Accounts payable		12,090		13,076
Dividends payable		3,131		3,091
Advance billings and customer deposits		13,771		13,502
Accrued compensation		1,295		2,185
Accrued operating taxes		4,394		4,375
Other accrued liabilities		3,981		3,992
Total Current Liabilities		48,912		46,909
Long-term Liabilities
Long-term debt, excluding current portion		367,194		373,290
Retirement benefits		16,782		16,848
Deferred income taxes		84,273		79,087
Other long-term liabilities		2,775		2,832
Income tax payable		419		328
Total Long-term Liabilities		471,443		472,385
Commitments and Contingencies
Equity
Preferred stock, par value $0.01 per share, authorized 100 shares, none issued		-		-
Common stock, par value $0.01 per share, authorized 55,000 shares; 22,379 shares issued and 22,376 shares outstanding (22,158 shares issued and 22,109 shares outstanding in 2013)		224		222
Additional paid-in capital		141,567		138,166
Treasury stock, 3 shares at cost (49shares in 2013)		(9)		(404)
Accumulated deficit		(45,905)		(47,578)
Accumulated other comprehensive loss, net of tax		(3,992)		(4,073)
Total Lumos Networks Corp. Stockholders' Equity		91,885		86,333
Noncontrolling Interests		728		673
Total Equity		92,613		87,006
Total Liabilities and Equity	$	612,968	$	606,300

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4

Condensed ConsolidatedStatements of Income

Lumos Networks Corp.

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	2014		2013		2014		2013
Operating Revenues	$	50,165	$	52,311	$	100,255	$	104,845
Operating Expenses
Network access costs		10,190		10,501		20,904		21,655
Selling, general and administrative		18,487		18,896		36,419		36,916
Depreciation and amortization		11,210		10,796		21,869		20,359
Accretion of asset retirement obligations		30		33		57		64
Restructuring charges		-		-		-		40
Total Operating Expenses		39,917		40,226		79,249		79,034
Operating Income		10,248		12,085		21,006		25,811
Other Income (Expenses)
Interest expense		(3,812)		(3,406)		(7,786)		(6,534)
(Loss) gain on interest rate swap derivatives		(16)		267		93		454
Other income (expense), net		170		(907)		350		(882)
Total Other Expenses, net		(3,658)		(4,046)		(7,343)		(6,962)
Income Before Income Taxes		6,590		8,039		13,663		18,849
Income Tax Expense		2,711		3,241		5,689		7,573
Net Income		3,879		4,798		7,974		11,276
Net Income Attributable to Noncontrolling Interests		(33)		(36)		(66)		(105)
Net Income Attributable to Lumos Networks Corp.	$	3,846	$	4,762	$	7,908	$	11,171
Basic and Diluted Earnings per Common Share Attributable to Lumos Networks Corp. Stockholders:
Earnings per share - basic	$	0.17	$	0.22	$	0.36	$	0.51
Earnings per share - diluted	$	0.17	$	0.22	$	0.35	$	0.51
Cash Dividends Declared per Share - Common Stock	$	0.14	$	0.14	$	0.28	$	0.28

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5

Condensed ConsolidatedStatements of Comprehensive Income

Lumos Networks Corp.

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Net Income	$	3,879	$	4,798	$	7,974	$	11,276
Other Comprehensive Income, Net of Tax:
Reclassification adjustment for amortization of actuarial loss from defined benefit plans included in net income, net of $25 and $120 of income taxes for the three months ended June 30, 2014 and 2013, respectively, and $50 and $241 of income taxes for the six months ended June 30, 2014 and 2013, respectively (see Note 2)		39		189		78		378
Unrealized (loss) gain on available-for-sale securities, net of $(8) and $2 of income taxes for the three and six months ended June 30, 2014, respectively		(12)		-		3		-
Other Comprehensive Income, Net of Tax		27		189		81		378
Total Comprehensive Income		3,906		4,987		8,055		11,654
Less:  Comprehensive Income Attributable to Noncontrolling Interests		(33)		(36)		(66)		(105)
Comprehensive Income Attributable to Lumos Networks Corp.	$	3,873	$	4,951	$	7,989	$	11,549

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

6

Condensed Consolidated Statements of Cash Flows

Lumos Networks Corp.

(Unaudited)

	Six Months Ended June 30,
(In thousands)	2014		2013
Cash Flows from Operating Activities:
Net income	$	7,974	$	11,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		17,275		15,447
Amortization		4,594		4,912
Accretion of asset retirement obligations		57		64
Deferred income taxes		5,383		6,765
Gain on interest rate swap derivatives		(93)		(454)
Equity-based compensation expense		1,986		2,353
Amortization of debt issuance costs		738		472
Write off of unamortized debt issuance costs		-		890
Retirement benefits, net of cash contributions and distributions		(813)		(208)
Excess tax benefits from share-based compensation		(149)		(179)
Other		128		(84)
Changes in assets and liabilities from operations:
Decrease (increase) in accounts receivable		230		(2,889)
Decrease in other current assets		418		1,475
Changes in income taxes		411		(110)
Increase (decrease) in accounts payable		178		(4,358)
(Decrease) increase in other current liabilities		(299)		60
Net Cash Provided by Operating Activities		38,018		35,432
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(37,288)		(26,724)
Broadband network expansion funded by stimulus grant		196		(30)
Purchases of available-for-sale marketable securities		(12,461)		-
Proceeds from sale or maturity of available-for-sale marketable securities		14,174		-
Change in restricted cash		-		979
Cash reimbursement received from broadband stimulus grant		-		979
Net Cash Used in Investing Activities		(35,379)		(24,796)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		-		375,000
Payment of debt issuance costs		-		(4,849)
Principal payments on senior secured term loans		(1,375)		(307,500)
Borrowings from revolving credit facility		-		15,000
Principal payments on revolving credit facility		-		(18,521)
Termination payments of interest rate swap derivatives		-		(858)
Cash dividends paid on common stock		(6,195)		(6,071)
Principal payments under capital lease obligations		(1,145)		(194)
Proceeds from stock option exercises and employee stock purchase plan		1,630		101
Excess tax benefits from share-based compensation		149		179
Other		(13)		(91)
Net Cash (Used in) Provided by Financing Activities		(6,949)		52,196
(Decrease) increase in cash and cash equivalents		(4,310)		62,832
Cash and Cash Equivalents:
Beginning of Period		14,114		2
End of Period	$	9,804	$	62,834

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

7

e accompanying

Notes to UnauditedCondensed Consolidated Financial Statements

Lumos Networks Corp.

Note 1.  Organization

Lumos Networks Corp. (“Lumos Networks” or the “Company”) is a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic region with a network of long-haul fiber, metro Ethernet and Ethernet rings located primarily in Virginia and West Virginia, and portions of Maryland, Pennsylvania, Ohio and Kentucky.  The Company serves carrier, business and residential customers over its fiber network offering data, voice and IP services.  The Company’s principal products and services include Multiprotocol Label Switching (“MPLS”) based Ethernet, Metro Ethernet (“Metro E”), Fiber to the Cell (“FTTC”) wireless backhaul and fiber transport services, wavelength transport services, IP services and other voice services.

Note 2.  Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company, Lumos Networks Operating Company, a wholly-owned subsidiary of the Company, and all of Lumos Networks Operating Company’s wholly-owned subsidiaries and those limited liability corporations where Lumos Networks Operating Company or certain of its subsidiaries, as managing member, exercise control.  All significant intercompany accounts and transactions have been eliminated in consolidation.

In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2014 and 2013 contain all adjustments necessary to present fairly in all material respects the financial position as of June 30, 2014, and the results of operations and cash flows for all periods presented on the respective condensed consolidated financial statements included herein.  The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year.  The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited consolidated 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.

Accounting Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Significant items subject to such estimates and assumptions include the useful lives of fixed assets; the allowance for doubtful accounts; the valuation of interest rate swap derivatives, deferred tax assets, marketable securities, asset retirement obligations and equity-based compensation; goodwill impairment assessments and reserves for employee benefit obligations and income tax uncertainties.

Revenue Recognition

The Company recognizes revenue when services are rendered or when products are delivered, installed and functional, as applicable.  Certain services of the Company require payment in advance of service performance.  In such cases, the Company records a service liability at the time of billing and subsequently recognizes revenue ratably over the service period.  The Company bills customers certain transactional taxes on service revenues.  These transactional taxes are not included in reported revenues as they are recognized as liabilities at the time customers are billed.

The Company earns revenue by providing services through access to and usage of its networks.  Local service revenues are recognized as services are provided.  Carrier data revenues are earned by providing switched access and other switched and dedicated services, including wireless roamer management, to other carriers.  Revenues for equipment sales are recognized at the point of sale. 

The Company periodically makes claims for recovery of access charges on certain minutes of use terminated by the Company on behalf of other carriers.  The Company recognizes such revenue in the period in which it is determined that the amounts can be estimated and collection is reasonably assured.

Cash Equivalents and Marketable Securities

The Company considers its investment in all highly liquid debt instruments with an original maturity of three months or less, when purchased, to be cash equivalents.  The Company determines the appropriate classification of investment securities at the time of purchase and reevaluates this determination at the end of each reporting period.  Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost.  Debt securities not classified as held-to-maturity are classified as available-for-sale.  Available-for-sale securities are carried at fair value,

8

with the unrealized gains and losses reported in other comprehensive income or loss, net of tax.  All of the Company’s debt securities not classified as cash equivalents were classified as available-for-sale securities as of June 30, 2014 and December 31, 2013.

Restricted Cash

During 2010, the Company received a federal broadband stimulus award to bring broadband services and infrastructure to Alleghany County, Virginia.  The total project is $16.1 million, of which 50% (approximately $8 million) is being funded by a grant from the federal government.  The project is expected to be completed before September 30, 2015.  The Company was required to deposit 100% of its portion for the grant (approximately $8 million) into a pledged account in advance of any reimbursements, which can be drawn down ratably following the grant reimbursement approvals, which are contingent on adherence to the program requirements.  The Company did not receive any cash reimbursements during the three or six months ended June 30, 2014.  As of June 30, 2014, the Company had a $0.4 million receivable for the reimbursable portion of the qualified recoverable expenditures and the Company’s pledged account balance was $4.3 million. The escrow account is a non-interest bearing account with the Company’s primary commercial bank. 

Trade Accounts Receivable

The Company sells its services to other communication carriers and to business and residential customers primarily in Virginia and West Virginia and portions of Maryland, Pennsylvania, Ohio and Kentucky.  The Company has credit and collection policies to maximize collection of trade receivables and requires deposits on certain sales.  The Company maintains an allowance for doubtful accounts based on a review of specific customers with large receivable balances and for the remaining customer receivables the Company uses historical results, current and expected trends and changes in credit policies.  Management believes the allowance adequately covers all anticipated losses with respect to trade receivables.  Actual credit losses could differ from such estimates.  The Company includes bad debt expense in selling, general and administrative expense in the condensed consolidated statements of income.  Bad debt expense for the three months ended June 30, 2014 and 2013 was $0.3 million and $0.1 million, respectively, and bad debt expense for the six months ended June 30, 2014 and 2013 was $0.5 million and $0.1 million, respectively.  The Company’s allowance for doubtful accounts was $1.4 million and $1.5 million as of June 30, 2014 and December 31, 2013, respectively.

The following table presents a roll-forward of the Company’s allowance for doubtful accounts from December 31, 2013 to June 30, 2014:

			Additions
(In thousands)	December 31, 2013		Charged to Expense		Charged to Other Accounts		Deductions		June 30, 2014
Allowance for doubtful accounts	$	1,485	$	483	$	33	$	(632)	$	1,369

Property, Plant and Equipment and Other Long-Lived Assets (Excluding Goodwill and Indefinite-Lived Intangible Assets)

Property, plant and equipment, finite-lived intangible assets and long-term deferred charges are recorded at cost and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated pursuant to the subsequent measurement guidance described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35.  Impairment is determined by comparing the carrying value of these long-lived assets to management’s best estimate of future undiscounted cash flows expected to result from the use of the assets.  If the carrying value exceeds the estimated undiscounted cash flows, the excess of the asset’s carrying value over the estimated fair value is recorded as an impairment charge.  The Company believes that no impairment indicators exist as of June 30, 2014 that would require it to perform impairment testing for long-lived assets, including property, plant and equipment, long-term deferred charges and finite-lived intangible assets to be held and used.

Depreciation of property, plant and equipment is calculated on a straight-line basis over the estimated useful lives of the assets, which the Company periodically reviews and updates based on historical experiences and future expectations.  Plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.  Amortization of assets held under capital leases, including certain software licenses, is included with depreciation expense.

Intangibles with a finite life are classified as other intangibles on the condensed consolidated balance sheets.  At June 30, 2014 and December 31, 2013, other intangibles were comprised of the following: 

		June 30, 2014				December 31, 2013
(Dollars in thousands)	Estimated Life	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	5 to 15 yrs	$	103,108	$	(83,895)	$	103,153	$	(79,399)
Trademarks and franchise rights	10 to 15 yrs		2,862		(1,598)		3,518		(2,201)
Total		$	105,970	$	(85,493)	$	106,671	$	(81,600)

9

The Company amortizes its finite-lived intangible assets using the straight-line method unless it determines that another systematic method is more appropriate.  The amortization for certain customer relationship intangibles is being recognized using an accelerated amortization method based on the pattern of estimated earnings from these assets.

The estimated life of amortizable intangible assets is determined from the unique factors specific to each asset, and the Company periodically reviews and updates estimated lives based on current events and future expectations. The Company capitalizes costs incurred to renew or extend the term of a recognized intangible asset and amortizes such costs over the remaining life of the asset. No such costs were incurred during the three or six months ended June 30, 2014.  Amortization expense for the three months ended June 30, 2014 and 2013 was $2.3 million and $2.5 million, respectively, and amortization expense for the six months ended June 30, 2014 and 2013 was $4.6 million and $4.9 million, respectively.

Amortization expense for the remainder of 2014 and for the next five years is expected to be as follows:

(In thousands)	Customer Relationships		Trademarks and Franchise Rights		Total
Remainder of 2014	$	4,512	$	81	$	4,593
2015		4,644		163		4,807
2016		2,412		163		2,575
2017		2,093		163		2,256
2018		1,781		163		1,944
2019		1,513		152		1,665

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and certain trademarks are considered to be indefinite-lived intangible assets.  Indefinite-lived intangible assets are not subject to amortization but are instead tested for impairment annually or more frequently if an event indicates that the asset might be impaired.  The Company’s policy is to assess the recoverability of indefinite-lived assets annually on October 1 and whenever adverse events or changes in circumstances indicate that impairment may have occurred.The Company believes there have been no events or circumstances to cause management to evaluate the carrying amount of goodwill during the six months ended June 30, 2014.

Pension Benefits and Retirement Benefits Other Than Pensions

The Company sponsors a non-contributory defined benefit pension plan (the “Pension Plan”) covering all employees who meet eligibility requirements and were employed prior to October 1, 2003.  Pension benefits vest after five years of plan service and are based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee retires before reaching age 65 and elects to receive the benefit prior to age 65.  The Company froze the Pension Plan effective December 31, 2012. As such, no further benefits are being accrued by participants for services rendered beyond that date.

For the three and six months ended June 30, 2014 and 2013, the components of the Company’s net periodic benefit cost (income) for the Pension Plan were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	-	$	-	$	-	$	-
Interest cost		656		608		1,312		1,216
Expected return on plan assets		(1,093)		(975)		(2,186)		(1,951)
Amortization of loss		-		229		-		459
Net periodic benefit cost (income)	$	(437)	$	(138)	$	(874)	$	(276)

Pension plan assets were valued at $59.1 million and $57.8 million at June 30, 2014 and December 31, 2013, respectively.  No funding contributions were made in the six months ended June 30, 2014, and the Company does not expect to make a funding contribution during the remainder of 2014.

10

The Company also provides certain health care and life insurance benefits for retired employees that meet eligibility requirements through two qualified nonpension postretirement benefit plans (the “Other Postretirement Benefit Plans”).  For the three and six months ended June 30, 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 June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	13	$	23	$	26	$	46
Interest cost		147		121		294		242
Amortization of loss		8		7		16		14
Net periodic benefit cost	$	168	$	151	$	336	$	302

In July 2014, the Company notified participants that health care benefits under the Other Postretirement Benefit Plans will be discontinued effective December 31, 2014.  The Company expects to recognize a gain upon settlement of the obligation associated with the plan but has not yet determined the amount or the timing of which it will be recognized in the consolidated financial statements.

The Company recognized expense for certain nonqualified pension plans for each of the three months ended June 30, 2014 and 2013 of $0.1 million, and less than $0.1 million of this expense for each period relates to the amortization of actuarial loss.  Expense for nonqualified pension plans for each of the six months ended June 30, 2014 and 2013 was $0.2 million, and $0.1 million of this expense relates to the amortization of actuarial loss.

The total amount reclassified out of accumulated other comprehensive income related to amortization of actuarial losses for retirement plans for the three months ended June 30, 2014 and 2013 was $0.1 million and $0.3 million, respectively, and $0.1 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively, all of which has been reclassified to selling, general and administrative expenses on the condensed consolidated statements of income.

Equity-based Compensation

The Company accounts for share-based employee compensation plans under FASB ASC 718, Stock Compensation.  Equity-based compensation expense from share-based equity awards is recorded with an offsetting increase to additional paid-in capital on the condensed consolidated balance sheet.  For equity awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award.

The fair value of common stock options granted with service-only conditions is estimated at the respective measurement date using the Black-Scholes option-pricing model with assumptions related to risk-free interest rate, expected volatility, dividend yield and expected term.  The fair value of restricted stock awards granted with service-only conditions is estimated based on the market value of the common stock on the date of grant reduced by the present value of expected dividends as applicable.  Certain stock options and restricted shares granted by the Company contain vesting provisions that are conditional on achievement of a target market price for the Company’s common stock.  The grant date fair value of these options and restricted shares is adjusted to reflect the probability of the achievement of the market condition based on management’s best estimate using a Monte Carlo model (see Note 10).  The Company initially recognizes the related compensation cost for these awards that contain a market condition on a straight-line basis over the requisite service period as derived from the valuation model.  The Company accelerates expense recognition if the market conditions are achieved prior to the end of the derived requisite service period.  

Total equity-based compensation expense related to all of the share-based awards and the Company’s 401(k) matching contributions was $1.2 million and $1.3 million for the three months ended June 30, 2014 and 2013, respectively, and $2.0 million and $2.4 million for the six months ended June 30, 2014 and 2013, respectively, which amounts are included in selling, general and administrative expenses on the condensed consolidated statements of income. 

Future charges for equity-based compensation related to instruments outstanding at June 30, 2014 for the remainder of 2014 and for the years 2015 through 2019 are estimated to be $1.7 million, $2.8 million, $1.7 million, $0.8 million, $0.1 million and less than $0.1 million, respectively.

Fair Value Measurements

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value or for certain financial instruments for which disclosure of fair value is required, the Company uses fair value techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.  However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the

11

asset or liability.  Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

U.S. GAAP establishes a fair value hierarchy with three levels of inputs that may be used to measure fair value:

· Level 1 – Unadjustedquoted prices in active markets for identical assets or liabilities.

· Level 2 – Unadjustedquoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs other than quoted prices that are observable for the asset or liability.

· Level 3 – Unobservableinputs for the asset or liability.

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose.  ASU 2013-11 was effective prospectively for public entities for annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Prospective application applies to unrecognized tax benefits that exist at the date of adoption and those that arise after adoption. The Company’s adoption of this ASU in the first quarter of 2014 did not have a material impact on its condensed consolidated balance sheet as of June 30, 2014.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.  ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The new standard is effective for the Company on January 1, 2017.  Early application is not permitted.  The standard permits the use of either the retrospective or cumulative effect transition method.  The Company has not yet selected a transition method and is still evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and disclosures.

Note 3.  Cash Equivalents and Marketable Securities

The Company’s cash equivalents and available-for-sale securities reported at fair value as of June 30, 2014 and December 31, 2013 are summarized below.

(In thousands)	June 30, 2014		December 31, 2013
Cash equivalents:
Money market mutual funds	$	25	$	267
Corporate debt securities		-		1,106
Total cash equivalents		25		1,373
Marketable securities:
Certificates of deposit		1,315		2,000
Commercial paper		3,248		5,246
Debt securities issued by U.S. Government agencies		6,441		8,483
Municipal bonds		855		500
Corporate debt securities		24,737		22,251
Total marketable securities, available-for-sale		36,596		38,480
Total cash equivalents and marketable securities	$	36,621	$	39,853

At June 30, 2014 and December 31, 2013, the carrying values of the investments included in cash and cash equivalents approximated fair value.  The amortized cost basis of the available-for-sale securities was not materially different from the aggregate fair value.

The contractual maturities of the Company’s available-for-sale debt securities were as follows as of June 30, 2014:

(In thousands)	Total
Due in one year or less	$	22,555
Due after one year through two years		14,041
Total debt securities	$	36,596

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The Company received total proceeds of $6.4 million and $14.2 million from the sale or maturity of available-for-sale marketable securities during the three and six months ended June 30, 2014, respectively.  The Company did not recognize any material realized net gains or losses and net unrealized holding gains on available-for-sale securities were less than $0.1 million for each of the three and six months ended June 30, 2014.  Unrealized holding gains or losses are included in accumulated other comprehensive loss on the condensed consolidated balance sheets.

Note 4.  Disclosures About Segments of an Enterprise and Related Information

The Company’s operating segments generally align with its major product and service offerings and coincide with the way that the Company’s chief operating decision makers measure performance and allocate resources. The Company’s chief operating decision makers are its Chief Executive Officer and its Chief Financial Officer (collectively, the “CODMs”).  In 2013, the Company had three reportable operating segments: strategic data, legacy voice and access.  In January 2014, the Company completed a business reorganization to further focus on the carrier and enterprise business markets while maintaining its commitment to residential and small business customers. Accordingly, the Company has revised its reportable segments to reflect the way the CODMs are managing the business and measuring performance under the new organizational structure. The Company’s current reportable operating segments are data, residential and small business(“R&SB”) and RLEC access.  A general description of the products and services offered and the customers served by each of these segments is as follows:

· Data:  This segment includes the Company’s enterprise data, transport, and FTTC product and service groups.  These businesses primarily serve enterprise and carrier customers utilizing the Company’s network of long-haul fiber, metro Ethernet and Ethernet rings located primarily in Virginia and West Virginia, and portions of Pennsylvania, Maryland, Ohio and Kentucky.

· R&SB:  This segment includes the following voice products:  local lines, primary rate interface (“PRI”), long distance, toll and directory advertising and other voice services (excluding voice over IP (“VoIP”) which are typically provided to enterprise customers and are included in the Company’s data segment) and the following IP services products: broadband XL, DSL, integrated access and video.  These products are sold to residential and small business customers on the Company’s network and within the Company’s footprint.  This segment also provides carrier customers access to our network located in competitive markets.

· RLEC Access:  This segment provides carrier customers access to the Company’s network within the Company’s RLEC footprint and primarily includes switched access services.  

Summarized financial information concerning the Company’s reportable segments is presented in the following table, including restated segment results for the three and six months ended June 30, 2013 based on the restructuring of the Company’s operating segments in the first quarter of 2014:

(In thousands)	Data		R&SB		RLECAccess		Corporate (Unallocated)		Total
For the three months ended June 30, 2014:
Operating revenues	$	26,707	$	18,290	$	5,168	$	-	$	50,165
Network access costs		3,919		6,271		-		-		10,190
Network operating and selling costs		5,761		4,302		367		-		10,430
Other general and administrative expenses		3,632		2,487		703		1,235		8,057
Adjusted EBITDA(1)		13,395		5,230		4,098		-		22,723
Capital expenditures		13,457		2,599		-		3,115		19,171
For the six months ended June 30, 2014:
Operating revenues	$	52,844	$	36,937	$	10,474	$	-	$	100,255
Network access costs		8,093		12,811		-		-		20,904
Network operating and selling costs		11,683		8,417		693		-		20,793
Other general and administrative expenses		6,956		4,935		1,377		2,358		15,626
Adjusted EBITDA(1)		26,112		10,774		8,404		-		45,290
Capital expenditures		24,794		4,987		-		7,507		37,288

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(In thousands)	Data		R&SB		RLECAccess		Corporate (Unallocated)		Total
For the three months ended June 30, 2013:
Operating revenues	$	25,706	$	20,453	$	6,152	$	-	$	52,311
Network access costs		3,879		6,622		-		-		10,501
Network operating and selling costs		5,239		4,903		538		-		10,680
Other general and administrative expenses		3,233		2,572		774		1,637		8,216
Adjusted EBITDA(1)		13,355		6,356		4,840		-		24,551
Capital expenditures		9,998		1,536		454		(296)		11,692
For the six months ended June 30, 2013:
Operating revenues	$	51,075	$	41,510	$	12,260	$	-	$	104,845
Network access costs		7,910		13,745		-		-		21,655
Network operating and selling costs		10,245		9,477		999		-		20,721
Other general and administrative expenses		6,441		5,235		1,547		2,972		16,195
Adjusted EBITDA(1)		26,479		13,053		9,714		-		49,246
Capital expenditures		20,334		3,101		623		2,666		26,724

(1)     The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP measure), defined by the Company as net income or loss attributable to Lumos Networks Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income or loss attributable to noncontrolling interests, other income or expenses, equity-based compensation charges, acquisition-related charges, amortization of actuarial losses on retirement plans, employee separation charges, restructuring-related charges, gain or loss on settlements and gain or loss on interest rate swap derivatives.  See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures, including the Company’s reasons for using this non-GAAP financial measure.

The Company’s CODMs do not currently review total assets by segment since the majority of the assets are shared by the segments and centrally-managed.However, total assets may be allocated to the segments in the future should the CODMs decide to manage the business in that manner.  Management does review capital expenditures using success-based metrics that allow the Company to determine which segments product groups are driving investment in the network.  Depreciation and amortization expense and certain corporate expenses that are excluded from the measurement of segment profit or loss are not allocated to the operating segments.

The following table provides a reconciliation of operating income to Adjusted EBITDA, as defined by the Company, on a consolidated basis for the three and six months ended June 30, 2014 and 2013:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013			2014	2013
Operating income	$	10,248	$	12,085	$	21,006	$	25,811
Depreciation and amortization and accretion
of asset retirement obligations		11,240		10,829		21,926		20,423
Sub-total:		21,488		22,914		42,932		46,234
Amortization of actuarial losses		64		309		128		619
Equity-based compensation		1,152		1,328		1,986		2,353
Restructuring charges		-		-		-		40
Employee separation charges		19		-		244		-
Adjusted EBITDA	$	22,723	$	24,551	$	45,290	$	49,246

Two of the Company’s carrier customers individually accounted for 10% and 9%of the Company’s total revenues for thethreeand six months ended June 30, 2014 and individually accounted for 7% and 10% of revenues for the three and six months ended June 30, 2013.  Revenues from these carrier customers were derived primarily from network access, data transport and fiber to the cell site services.

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Note 5.  Long-Term Debt

As of June 30, 2014 and December 31, 2013, the Company’s outstanding long-term debt consisted of the following: 

(In thousands)	June 30, 2014		December 31, 2013
Credit facility	$	372,250	$	373,625
Capital lease obligations		5,194		6,353
Long-term debt		377,444		379,978
Less:  current portion of long-term debt		10,250		6,688
Long-term debt, excluding current portion	$	367,194	$	373,290

Credit Facility

On April 30, 2013, Lumos Networks Operating Company, a wholly-owned subsidiary of the Company, entered into a $425 million credit facility (the “Credit Facility”).  The Credit Facility consists of a $100 million senior secured five-year term loan (the “Term Loan A”), a $275 million senior secured six-year term loan (the “Term Loan B”); and a $50 million senior secured five-year revolving credit facility (the “Revolver”).  The proceeds from the Term Loan A and the Term Loan B were used to retire the prior first lien credit facility outstanding amount of approximately $311 million and to pay closing costs and other expenses related to the transaction, with the remaining proceeds available for normal course capital expenditures and working capital purposes.  As of June 30, 2014,  no borrowings were outstanding under the Revolver.

Pricing of the Credit Facility is currently LIBOR plus 3.25% for the Revolver and Term Loan A and LIBOR plus 3.50% for Term Loan B.  The Credit Facility does not require a minimum LIBOR rate.  The Term Loan A matures in 2018 with quarterly payments of 1.25% per annum from September 30, 2014 through December 31, 2016 and 2.50% per annum thereafter.  The Term Loan B matures in 2019 with quarterly payments of 1% per annum that began on September 30, 2013.  The Revolver matures in full in 2018.  The Credit Facility is secured by a first priority pledge of substantially all property and assets of Lumos Networks Operating Company and all material subsidiaries, as guarantors, excluding the RLECs.

The Credit Facility includes various restrictions and conditions, including a maximum leverage ratio of 4.50:1.00 for 2014, 4.25:1.00 for 2015 and 4.00:1.00 thereafter.  The Credit Facility also sets a minimum interest rate coverage ratio of 3.25:1.00.  At June 30, 2014, the Company’s leverage ratio was 4.09:1.00 and its interest coverage ratio was 6.64:1.00.  The Company was in compliance with its debt covenants as of June 30, 2014.  The Credit Facility has a maximum distributable amount available for restricted payments, including the payment of dividends.  The distributable amount was initially set at $12 million and is reduced by restricted payments and certain other items set forth in the Credit Agreement.  The distributable amount is increased annually by the greater of $12 million or 75% of free cash flow (as defined under the Credit Agreement).  The distributable amount as of June 30, 2014 was $11.7 million.

In accordance with the terms of the Credit Facility, the Company entered into interest rate swap agreements with a combined notional amount of 50 percent of the aggregate outstanding balance of Term Loan A and Term Loan B.  Under the interest rate swap agreements, the Company swaps one-month LIBOR with a fixed rate of approximately 0.5% for certain agreements entered into in 2012 and 0.8% for certain agreements entered into in 2013.The combined notional amount under the swap agreements was $186.1 million at June 30, 2014.The Company recognized a loss on interest rate swap derivatives of less than$0.1 million for the three months ended June 30, 2014 and a gain of$0.3 million for the three months ended June 30,  2013.  The Company recognized gains on interest rate swap derivatives of $0.1 million and $0.5 million for the six months ended June 30, 2014 and 2013, respectively.

Total unamortized debt issuance costs associated with the Credit Facility were $5.9 million and $6.6 million as of June 30, 2014 and December 31, 2013, respectively, which amounts are included in deferred charges and other assets on the condensed consolidated balance sheets and are being amortized to interest expense over the life of the debt using the effective interest method.  Amortization of debt issuance costs was $0.4 million and $0.3 million for the three months ended June30, 2014 and 2013, respectively, and $0.7 million and $0.5 million for the six months ended June 30, 2014 and 2013, respectively.

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The Company receives patronage credits from CoBank and certain other of the Farm Credit System lending institutions (collectively referred to as “patronage banks”) which are not reflected in the interest rates above.  The patronage banks hold a portion of the credit facility and are cooperative banks that are required to distribute their profits to their members.  Patronage credits are calculated based on the patronage banks’ ownership percentage of the credit facility and are received by the Company as either a cash distribution or as equity in the patronage banks.  These credits are recorded in the condensed consolidated statement of income as an offset to interest expense.  The Patronage credits were $0.2 million and $0.3 million for the three months ended June 30, 2014 and 2013, respectively, and $0.3 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively. 

The aggregate maturities of the Term Loan A and Term Loan B under the Credit Facility are $3.9 million in the remainder of 2014, $7.7 million in 2015, $7.7 million in 2016, $12.8 million in 2017, $80.2 million in 2018 and $259.9 million thereafter.  The Revolver under the Credit Facility, under which no borrowings are outstanding as of June 30, 2014, matures in full in 2018.

The Company’s blended average interest rate on its long-term debt for the six months ended June 30, 2014 was 4.22%.

Capital lease obligations

In addition to the long-term debt discussed above, the Company has capital leases on vehicles with original lease terms of four to five years.  At June 30, 2014, the carrying value and accumulated amortization of the related assets were $3.1 million and $1.8 million, respectively.  The Company also has a financing arrangement with a provider of software services related to the upgrading of internal infrastructure, including certain software licenses, which is classified as a capital lease.  The agreement extends through 2015 with payments due annually.  As of June 30, 2014, the carrying value and accumulated depreciation of the related assets were $5.9 million and $1.2 million, respectively.  As of June 30, 2014, the combined total net present value of the Company’s future minimum lease payments is $5.2 million and the principal portion of these capital lease obligations is due as follows:  $0.3 million in the remainder of 2014, $2.4 million in 2015, $2.3 million in 2016, $0.1 million in 2017 and $0.1 million thereafter.

Note 6.  Supplementary Disclosures of Cash Flow Information

The following information is presented as supplementary disclosures for the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013: 

	Six Months Ended June 30,
(In thousands)		2014		2013
Cash payments for:
Interest (net of amounts capitalized)	$	6,198	$	5,793
Income taxes		141		933
Cash receipts for:
Income tax refunds		216		16
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable and other accrued liabilities		1,795		4,989
Obligations incurred under capital leases		36		6,384
Dividends declared on common stock not paid		3,131		3,062

Cash payments for interest for the six months ended June 30, 2014 and 2013 in the table above are net of $0.9 million and $0.7 million, respectively, of cash received from CoBank for patronage credits (Note 5).  The amount of interest capitalized was $0.2 million and $0.1 million for the six months ended June 30, 2014 and 2013, respectively.  

Note 7.  Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, restricted cash, accounts receivable, accounts payable, capital lease obligations (including the current portion), accrued liabilities, interest rate swap derivatives and the Credit Facility (including the current portion) as of June 30, 2014 and December 31, 2013.  The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, capital lease obligations and accrued liabilities approximated their fair values at June 30, 2014 and December 31, 2013.  Marketable securities and interest rate swap derivatives are recorded in the condensed consolidated balance sheets at fair value (see Notes 3 and 5).

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The following tables present the placement in the fair value hierarchy of financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2014 and December 31, 2013:

	Fair Value Measurements at June 30, 2014
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash equivalents:
Money market mutual funds	$	25	$	-	$	-	$	25
Total cash equivalents		25		-		-		25
Marketable securities:
Certificates of deposit		-		1,315		-		1,315
Commercial paper		-		3,248		-		3,248
Debt securities issued by U.S. Government agencies		-		6,441		-		6,441
Municipal bonds		-		855		-		855
Corporate debt securities		-		24,737		-		24,737
Total marketable securities		-		36,596		-		36,596
Total financial assets	$	25	$	36,596	$	-	$	36,621
Financial Liabilities:
Interest rate swap derivatives	$	-	$	1,064	$	-	$	1,064
Total financial liabilities	$	-	$	1,064	$	-	$	1,064

	Fair Value Measurements at December 31, 2013
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash equivalents:
Money market mutual funds	$	267	$	-	$	-	$	267
Corporate debt securities		-		1,106		-		1,106
Total cash equivalents		267		1,106		-		1,373
Marketable securities:
Certificates of deposit		-		2,000		-		2,000
Commercial paper		-		5,246		-		5,246
Debt securities issued by U.S. Government agencies		-		8,483		-		8,483
Municipal bonds		-		500		-		500
Corporate debt securities		-		22,251		-		22,251
Total marketable securities		-		38,480		-		38,480
Total financial assets	$	267	$	39,586	$	-	$	39,853
Financial Liabilities:
Interest rate swap derivatives	$	-	$	1,157	$	-	$	1,157
Total financial liabilities	$	-	$	1,157	$	-	$	1,157

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The fair value of certificates of deposits and corporate, municipal and U.S. government debt securities are provided by a third-party pricing service and are estimated using pricing models.  The underlying inputs to the pricing models are directly observable from active markets.  However, the pricing models used do entail a certain amount of subjectivity and therefore differing judgments in how the underlying inputs are modeled could result in different estimates of fair value.  As such, we classify these fair value measurements as Level 2 within the fair value hierarchy.  The fair value of interest rate derivatives were derived based on bid prices obtained from the administrative agents as of the measurement date.

The following table summarizes the carrying amounts and estimated fair values of the components included in the Company’s long-term debt, including the current portion.

	June 30, 2014				December 31, 2013
(In thousands)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Credit Facility	$	372,250	$	378,717	$	373,625	$	366,955
Capital lease obligations		5,194		5,194		6,353		6,353

The fair value of the Credit Facility was estimated based on an internal discounted cash flows analysis that schedules out the estimated cash flows for the future debt and interest repayments and applies a discount factor that is adjusted to reflect estimated changes in market conditions and credit factors.

The Company also has certain non-marketable long-term investments for which it is not practicable to estimate fair value with a total carrying value of $0.8 million as of June 30, 2014 and $0.7 million as of December 31, 2013, respectively, of which $0.7 million and $0.6 million represents the Company’s investment in CoBank for the respective periods.  This investment is primarily related to patronage distributions of restricted equity and is a required investment related to the portion of the Credit Facility held by CoBank.  This investment is carried under the cost method.

Note 8.  Equity

Below is a summary of the activity and status of equity as of and for the six months ended June 30, 2014:

(In thousands, except per share amounts)	Common Shares	Treasury Shares	Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Loss, net of tax		Total Lumos Networks Corp. Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance, December 31, 2013	22,158	49	$	222	$	138,166	$	(404)	$	(47,578)	$	(4,073)	$	86,333	$	673	$	87,006
Net income attributable to
Lumos Networks Corp.										7,908				7,908				7,908
Other comprehensive income,
net of tax												81		81				81
Equity-based compensation expense						1,532								1,532				1,532
Excess tax benefits from share-based
compensation						149								149				149
Restricted shares issued, shares
issued through the employee
stock purchase plan and
401(k) matching contributions
(net of shares reacquired
through restricted stock forfeits)	93	(46)		2		128		395						525				525
Stock option exercises	128					1,592								1,592				1,592
Cash dividends declared ($0.28
per share)										(6,235)				(6,235)				(6,235)
Net income attributable to
noncontrolling interests														-		55		55
Balance, June 30, 2014	22,379	3	$	224	$	141,567	$	(9)	$	(45,905)	$	(3,992)	$	91,885	$	728	$	92,613

On July 29, 2014, the Company’s board of directors declared a quarterly dividend on its common stock in the amount of $0.14 per share, which is to be paid on October9, 2014 to stockholders of record on September  11, 2014.

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Note 9.  Earnings per Share

The Company computes basic earnings per share by dividing net income attributable to Lumos Networks Corp. applicable to common shares by the weighted average number of common shares outstanding during the period.  The impact on earnings per share of nonvested restricted shares outstanding that contain a non-forfeitable right to receive dividends on a one-to-one per share ratio to common shares is included in the computation of basic earnings per share pursuant to the two-class method.  The Company issues restricted shares from time to time with vesting terms that are based on achievement of certain stock price performance conditions.  These nonvested restricted shares are excluded from the computation of basic and diluted weighted average shares until the period in which the applicable performance or market conditions are attained.  The Company uses the treasury stock method to determine the number of potentially dilutive common shares from stock options and nonvested restricted shares during the period.

The computations of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013 are detailed in the following table.

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	2014		2013		2014		2013
Numerator:
Net income attributable to Lumos Networks Corp.	$	3,846	$	4,762	$	7,908	$	11,171
Less: net income attributable to Lumos Networks Corp. allocable to participating securities		(94)		(134)		(191)		(276)
Numerator for basic and diluted earnings per common share		3,752		4,628		7,717		10,895
Denominator:
Weighted average basic shares outstanding		22,268		21,962		22,209		21,824
Less:  weighted average participating securities and nonvested performance-based restricted shares		(566)		(725)		(557)		(612)
Denominator for basic earnings per common share		21,702		21,237		21,652		21,212
Plus:  potentially dilutive restricted shares and stock options		412		229		360		125
Denominator for diluted earnings per common share		22,114		21,466		22,012		21,337
Earnings per share - basic	$	0.17	$	0.22	$	0.36	$	0.51
Earnings per share - diluted	$	0.17	$	0.22	$	0.35	$	0.51

For the three months ended June  30, 2014 and 2013, the denominator for diluted earnings per common share excludes 1,150,712shares and 578,868shares, respectively, related to stock options and nonvested restricted stock which would be antidilutive for each period.For the six months ended June  30, 2014 and 2013, the denominator for diluted earnings per common share excludes 508,403shares and 1,687,938 shares, respectively, related to stock options and nonvested restricted stock which would be antidilutive for each period.

Note 10.  Stock Plans

The Company has an Equity and Cash Incentive Plan administered by the Compensation Committee of the Company’s board of directors, which permits the grant of long-term incentives to employees and non-employee directors, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, incentive awards, other stock-based awards and dividend equivalents.  The Equity and Cash Incentive Plan was amended in May 2014 to increase the share reserve by 1,500,000 common shares.  As of June 30, 2014, the maximum number of shares of common stock available for awards under the Equity and Cash Incentive Plan was5,500,000 and 1,595,512 securities remained available for issuance under the plan.  Upon the exercise of stock options or upon the grant of restricted stock under the Equity and Cash Incentive Plan, new common shares are issued or treasury stock is reissued.

The Company issued 165,149 stock options and 126,340 shares of restricted stock under the Equity and Cash Incentive Plan during the six months ended June 30, 2014.  Options issued to employees with service-only conditions generally vest on a graded vesting schedule over a four to five year period.  Options generally cliff vest on the first anniversary of the grant date for non-employee directors.  Restricted shares generally cliff vest on the third anniversary of the grant date for employees and generally cliff vest on the first anniversary of the grant date for non-employee directors.  Some of the outstanding restricted stock awards vest on a graded vesting schedule over a five year period. 

Dividend rights applicable to restricted stock with service-only vesting conditions are equivalent to the Company’s common stock.  Restricted stock awards that vest based on achievement of a market condition are not eligible for dividends during the vesting period unless the Compensation Committee determines otherwise.

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Stock options must be granted under the Equity and Cash Incentive Plan at not less than 100% of fair value on the date of grant and have a maximum life of ten years from the date of grant.  Options and other awards under the Equity and Cash Incentive Plan may be exercised in compliance with such requirements as determined by a committee of the board of directors.  Substantially all stock options outstanding were issued at a strike price equal to or greater than the fair value on the date of grant. 

The fair value of each option award with service-only vesting conditions is estimated on the grant date using the Black-Scholes option-pricing model with assumptions related to risk-free interest rate, expected volatility, dividend yield and expected terminations.    The fair value of each restricted stock award with service-only vesting conditions is based on the closing price of the Company’s common stock on the grant date.  The fair value for option awards and restricted stock awards with vesting that is conditional on achievement of market conditionsis adjusted to reflect the probability of satisfying the market condition based on a Monte Carlo valuation model.

The summary of the activity and status of the Company’s stock options for the six months ended June 30, 2014 is as follows: 

(In thousands, except per share amounts)	Shares	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at December 31, 2013	2,266	$	12.19
Granted during the period	165		15.55
Exercised during the period	(128)		12.52
Forfeited during the period	(7)		11.80
Expired during the period	-		-
Stock options outstanding at June 30, 2014	2,296	$	12.41	7.3 years	$	5,850
Stock options exercisable at June 30, 2014	1,283	$	12.51	6.4 years	$	3,098
Total stock options outstanding, vested and expected to vest at June 30, 2014	2,205	$	12.44		$	5,554

The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2014 was $6.76.  The total fair value of options that vested during the six months ended June 30, 2014 was $0.4 million.  As of June 30, 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 3.2 years.

The summary of the activity and status of the Company’s restricted stock for the six months ended June 30, 2014, is as follows: 

(In thousands, except per share amounts)	Shares		Weighted-Average Grant Date Fair Value per Share
Restricted stock outstanding at December 31, 2013	560	$	11.93
Granted during the period	126		15.58
Vested during the period	(79)		11.75
Forfeited during the period	(24)		11.44
Restricted stock outstanding at June 30, 2014	583	$	12.77

As of June 30, 2014, there was $4.5 million of total unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of 2.3 years.

In addition to the Equity and Cash Incentive Plan discussed above, the Company has an employee stock purchase plan which commenced in 2011 with 100,000 shares available.  New common shares will be issued for purchases under this plan.  Shares are priced at 85% of the closing price on the last trading day of the month and settle on the second business day of the following month.  During the six months ended June 30, 2014,2,796 shares were issued under the employee stock purchase plan.  Compensation expense associated with the employee stock purchase plan was not material in the six months ended June 30, 2014.

Note 11.  Income Taxes

Income tax expense for the six months ended June 30, 2014 and 2013 was $5.7 million and $7.6 million, respectively,  which represents the federal statutory tax rate applied to pre-tax income and the effects of state income taxes and certain non-deductible charges for each period. The Company’s recurring non-deductible expenses relate primarily to certain non-cash equity-based compensation. 

At June 30, 2014, the Company had federal net operating losses (“NOLs”) of $11.8 million, net of adjustments for unrecognized income tax benefits, and state NOLs of $15.0 million. The Company’s NOLs, if not utilized to reduce taxable income in future

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periods, will expire in varying amounts from 2022 through 2034.  The Company believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than its accrued position.  Accordingly, additional provisions could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.  In general, tax years 2010 and thereafter remain open and subject to federal and state audit examinations.

Note 12.  Commitments and Contingencies

The Company periodically makes claims or receives disputes and is involved in legal actions related to billings to other carriers for access to the Company’s network.  The Company does not recognize revenue related to such matters until collection of the claims is reasonably assured.  In addition to this, the Company periodically disputes access charges that are assessed by other companies with which the Company interconnects and is involved in other disputes and legal and tax proceedings and filings arising from normal business activities. 

The Company is involved in routine litigation and disputes in the ordinary course of its business.  While the results of litigation and disputes are inherently unpredictable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows, and believes that adequate provision for any probable and estimable losses has been made in the Company’s condensed consolidated financial statements.

The Company has purchase commitments relating to capital projects totaling $10.7 million as of June 30, 2014, which are expected to be satisfied during the remainder of 2014.

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

The following sections provide an overview of our business strategy, our financial condition and results of operations and highlight key trends and uncertainties in our business and should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this report.  Any statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. The words “anticipates,” “believes,” “expects,” “intends,” “plans,” “estimates,” “targets,” “projects,” “should,” “may,” “will” and similar words and expressions are intended to identify forward-looking statements.See "Forward-Looking Statements" at the end of this discussion for additional factors relating to such statements, and see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013.

Overview

Lumos Networks is a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic region.  We provide services to carrier and enterprise customers, including healthcare providers, local government agencies, financial institutions and educational institutions, over our approximately 7,550 route-mile fiber optic network.  Our principal products and services include Multiprotocol Label Switching (“MPLS”) based Ethernet, Metro Ethernet (“Metro E”), Fiber to the Cell site (“FTTC”) wireless backhaul and data transport services, wavelength transport services and IP services.

Our primary objective is to leverage and expand our fiber assets to capture the growing demand for data and mobility services among our carrier and enterprise customers in our marketplace. Our overall strategy is to (i) leverage our fiber network to expand to new fiber to the cell site opportunities; (ii) monetize our approximately 7,550 route-mile fiber optic network by selling bandwidth infrastructure services to new and existing carrier and enterprise customers while maintaining a ratio of approximately 70% to 80% of our data revenue from on-net traffic; (iii) proactively manage our churn by upgrading existing customers from legacy technologies to carrier Ethernet services; (iv) continue to provide high quality customer service and a compelling value proposition; (v) renew focus on managing resources from the declining legacy voice products into our faster growing and more profitable data products; (vi) use our “edge-out” strategy to expand into new adjacent geographic markets to expand our addressable market; and (vii) execute our success-based investment strategy to improve capital efficiency and expand margins.

Business Segments and Strategy

Our operating segments generally align with our major product and service offerings and coincide with the way that our chief operating decision makers (“CODMs”) measure performance and allocate resources. In 2013, we had three reportable operating segments: strategic data, legacy voice and access.  In January 2014, we completed a business reorganization to further focus on the carrier and enterprise business markets while maintaining our commitment to residential and small business customers. Accordingly, we have revised our reportable segments to reflect the way our CODMs are managing the business and measuring performanceunder the new organizational structure. Our current reportable operating segments are data, residential and small business (“R&SB”) and RLEC access. 

Our data segment provided 53.2%  and 49.1%  of our total revenue for the three months ended June 30, 2014 and 2013, respectively, and 52.7% and 48.7% for the six months ended June 30, 2014 and 2013, respectively.Revenue for our data segment increased 3.9% and 3.5% for the threeand six months ended June 30, 2014, as compared to the respective periods in 2013.  This segment, which includes our enterprise data, transportand FTTC product and service groups, represents the main growth opportunity and the key focal point of our strategy.  We market and sell these products and services primarily to carrier and enterprise customers, including healthcare providers, local government agencies, financial institutions and educational institutions.  These products and services, in the aggregate, typically carry higher gross margins than many of our other product lines.  A majority of our capital expenditures and the focus of our sales force are dedicated to expanding revenue and profit from our data products and services.  We believe that a balanced split between carrier and enterprise revenue results in the most effective capital allocation and resulting profitability.  Our ability to successfully implement our strategy and thereby sustain our revenue growth in our data segment depends on our ability to effectively allocate capital and implement our “edge out” expansion plans in a timely manner, attract new customers, manage our churn by upgrading existing customers from legacy technologies to carrier Ethernet services, maintain and enhance our network and respond to competition from other data service providers in existing and new markets.

The 3.5%  year-over-year growth in our data segment revenues for 2014 was achieved primarily through increases in customer bandwidth demand, as reflected in the addition of 208 fiber to the cell sites over the twelve month period ended June 30, 2014.  Our sales force is focused on taking advantage of increased carrier bandwidth demand, particularly for long-term fiber to the cell site contracts from wireless carriers that are deploying long-term evolution (“LTE”) data services, connecting our enterprise customers to data centers, utilizing our carrier end user distribution channel, selling into our “edge out” markets and improving penetration in existing markets.  As of June 30, 2014, we had 673 cell towers and 1,420 buildings connected to our fiber network, including 14 commercial data centers.  Our FTTC revenue increased $1.9 million, or 59.0%, for the three months ended June 30, 2014 and increased $3.7 million, or 60.7%, for the six months ended June 30, 2014 as compared to the same periods in 2013 as a result of the

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growth in connected towers.  The growth in FTTC revenues was partially offset by the year-over-year decline in our revenue from data transport products, which have been negatively impacted by network grooming as existing customers redesign their networks and upgrade from time division multiplexing (“TDM”) technology to Ethernet products to improve efficiency.  As we continue to connectadditional cell towers to our network and make further progress with implementing our “edge out” strategy in 2014, which includes extending and upgrading our fiber optic network in the Richmond, VA and Western PA markets, we believe that the effect of churn in  our transport product lines will be more than offset by revenues from long-term FTTC contracts and new enterprise customers.

Our R&SB segment provided 36.5% and 39.1% of revenue for the three months ended June 30, 2014 and 2013, respectively, and 36.8% and 39.6% of revenue for the respective six-month periods.  This segment includes legacy voice and IP services products targeted to our residential and small business customers. Revenue declined approximately 11%for the first six months of 2014 as compared to 2013 primarily due to the decline in revenues from legacy voice products. This decline is attributable to voice line loss resulting from residential wireless substitution, technology changes and product replacement by competitive voice service offerings from cable operators in our markets. We currently expect aggregate revenue for this segment to continue to decline at an annual rate of approximately 10% to 15%.

Our RLEC access segment provided approximately 10% of our revenues for the three and six month periods ended June 30, 2014 as compared to approximately 12% for the respective periods in 2013.  This business requires limited incremental capital to maintain the underlying assets, and delivers reasonably predictable cash flows.  Revenue declined 16.0% for the three months ended June 30, 2014 and 14.6% for the six months ended June 30, 2014 as compared to the same periods in 2013.  This decline is primarily the expected result of regulatory actions taken to reduce intra-state tariffs and access line loss.  We anticipate further access revenue declines as a result of actions taken by applicable regulatory authorities, principally the FCC and the Virginia SCC.  In 2011, the FCC released an order comprehensively reforming its Universal Service Fund (“USF”) and intercarrier compensation systems.  In the order, the FCC determined that interstate and intrastate access charges, as well as local reciprocal compensation, should be eliminated entirely over time.  These FCC pricing reductions commenced on July 1, 2012 and continue through July 1, 2020.  However, a portion of the access revenue previously received by our RLECs from carriers is being recovered through payments from the FCC’s “Connect America Fund” (“CAF”) and from increases in charges to end user subscribers in the form of rate increases and the FCC’s “Access Recovery Charge”.  These new payments and revenues were also effective July 1, 2012.  Our total revenues from RLEC access services were $5.2 million and $6.2 million for the three months ended June 30, 2014 and 2013, respectively.  Of these amounts, $4.1 million and $4.3 million, respectively, were derived from cost recovery mechanisms including the USF and the CAF.Our total revenues from RLEC access services were $10.5 million and $12.3 million for the six months ended June 30, 2014 and 2013, respectively.  Of these amounts, $8.3 millionin both periods were derived from cost recovery mechanisms including the USF and the CAF.

Our operating income margins were 20.4%  and 23.1% for the three months ended June 30, 2014 and 2013, respectively, and 21.0% and 24.6% for the six months ended June 30, 2014 and 2013, respectively.  The decrease in our operating income margins  was primarily due to a decline in operating revenues combined with additional depreciation expense resulting from our capital investments in our fiber optic network and internal business systems, partially offset by operating cost reductions.    Our Adjusted EBITDA margins, as defined below, were 45.3% and  46.9% for the three months ended June 30, 2014 and 2013, respectively, and 45.2% and 47.0% for the respective six month periods.  The decrease in our Adjusted EBITDA margins from2013 was primarily due to an overall year-over-year decline in operating revenues.  

Operating Revenues

Our revenues are generated from the following segments: 

· Data, which includes the following products:  enterprise data (metro Ethernet,  dedicated internet, VoIP, and private line), transport, and FTTC;

· R&SB, which includes legacyvoice products(local lines, PRI, long distance, toll and directory services and other voice services) and IP services (integrated access, DSL, broadband XL and IP-based video). This segment also includes revenues from switched access and reciprocal compensation services provided to other carriers in our competitive markets; and

· RLEC access, which primarily includes switched access provided to other carriers in our RLEC markets.

Operating Expenses

Our operating expenses are incurred from the following categories: 

· Network access costs, including usage-based access charges, long distance and other direct costs incurred in accessing other telecommunications providers’ networks in order to provide telecommunication services to our end-user customers, and leased facility expenses for connection to other carriers;

· Selling, general and administrative expenses, including network operating and selling costs (which includes salaries, wages and benefits of network operations personnel, customer care, engineering, marketing, sales and other indirect network costs, but excludes network access costs), billing, publication of regional telephone directories, directory services, bad debt 23  

expenses, taxes other than income, executive services, accounting, legal, purchasing, information technology, human resources and other general and administrative expenses, including earned bonuses and equity-based compensation expense related to stock and option instruments held by employees and non-employee directorsand amortization of actuarial losses related to retirement plans;

· Depreciation and amortization, including depreciable long-lived property, plant and equipment and amortization of intangible assets where applicable;

· Accretion of asset retirement obligations;  and

· Restructuring charges.

Adjusted EBITDA

Adjusted EBITDA, as defined by us, is net income attributable to Lumos Networks Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income attributable to noncontrolling interests, other income or expenses, equity-based compensation charges, acquisition-related charges, amortization of actuarial gains or losses on retirement plans, employee separation charges, restructuring-related charges, gain or loss on settlements and gain or loss on interest rate swap derivatives. Adjusted EBITDA margin is calculated as the ratio of Adjusted EBITDA, as defined above, to operating revenues.

Adjusted EBITDA is a non-GAAP financial performance measure.  It should not be considered in isolation, as an alternative to, or more meaningful than measures of financial performance determined in accordance with GAAP.  Management believes that Adjusted EBITDA is a standard measure of operating performance and liquidity that is commonly reported in the telecommunications and high speed data transport industry and provides relevant and useful information to investors for comparing performance period to period and for comparing financial performance of similar companies.   Management utilizes Adjusted EBITDA internally to assess its ability to meet future capital expenditure and working capital requirements, to incur indebtedness if necessary, and to fund continued growth.  Management also uses Adjusted EBITDA to evaluate the performance of its business for budget planning purposes and as factors in the Company’s employee compensation programs.

Note 4,  Disclosures About Segments of an Enterprise and Related Information, of the Notes to Unaudited Condensed Consolidated Financial Statements provides a reconciliation of Adjusted EBITDA to operating income on a consolidated basis.

Other Income (Expenses)

Our other income (expenses) are generated (incurred) from interest expense on debt instruments and capital lease obligations,  including amortization of debt issuance costs, gains  or losses on interest rate swap derivatives and other income or expense, which includes interest income and fees, expenses related to our senior secured credit facility and, as appropriate under the circumstances, secondary public offering and stock registration costs and write-off of unamortized debt issuance costs. 

Income Taxes

Our income tax expense and effective tax rate increases or decreases based upon changes in a number of factors, including primarilythe amount of our pre-tax income or loss, state minimum tax assessments, and non-deductible expenses.

Noncontrolling Interests in Earnings of Subsidiaries

We have a partnership through our RLEC with a 46.3% noncontrolling interest that owns certain signaling equipment and provides service to a number of small RLECs and to TNS (an inter-operability solution provider). 

Results of Operations

Three and six months ended June 30, 2014 compared to three and six months ended June 30, 2013

Operating revenues decreased $2.1 million, or 4.1%, from the three months ended June 30, 2013 to the three months ended June 30, 2014 due to an aggregate decrease of $3.1 million in R&SB and RLEC access revenues, partially offset by a  $1.0 million increase in data revenues.  For the three months ended June 30, 2014,  data revenues represented 53.2% of our total revenue, compared to 49.1% for the prior year comparative period.  Operating revenues decreased $4.6 million, or 4.4%, from the six months ended June 30, 2013 to the six months ended June 30, 2014 due to an aggregate decrease in R&SB and RLEC access revenues of $6.4 million, partially offset by growth in data segment revenues of $1.8 million.  For further details regarding these revenue fluctuations, see “Operating Revenues” below.

Operating income decreased $1.8 million from the three months ended June 30, 2013 to the three months ended June 30, 2014 due to the $2.1 million decrease in operating revenues partially offset by a $0.3 million decreaseinoperating expenses.For further details regarding these operating expense fluctuations, see “Operating Expenses” section below.  Operating income decreased $4.8 million

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for the six months ended June 30, 2014 as compared to the same period in the prior year primarily as a result of the decline in operating revenues. 

Adjusted EBITDA was $22.7 million and $24.6 million for the three months ended June 30, 2014 and 2013, respectively, and $45.3 million and $49.2 million for the six months ended June 30, 2014 and 2013, respectively.  The decrease in Adjusted EBITDA for the three and six months ended June 30, 2014 compared to the same periods in 2013 is primarily attributable to the decline in operating revenues, as described above and in further detail below.

Net income attributable to Lumos Networks decreased $0.9 million from the three months ended June 30, 2013 to the three months ended June 30, 2014.  Reflected in these results was a  $1.8 million decrease in operating income,  a $0.2 million increase in interest expensenet of interest income and the effect of changes in the fair value of interest rate swap derivatives of $0.3 million, partially offset by nonrecurringwrite-offs of unamortized debt issuance costs of $0.9 million in 2013 and a $0.5 million decrease in income taxes.

Net income attributable to Lumos Networks decreased $3.3 million from the six months ended June 30, 2013 to the six months ended June 30, 2014.  Reflected in these results was a $4.8 million decrease in operating income, a $0.9 million increase in interest expensenet of interest income andthe effect of changes in the fair value of interest rate swap derivatives of $0.4 million, partially offset by write-offs of unamortized debt issuance costs of $0.9 millionin 2013 and a $1.9 million decrease in income taxes.

OPERATING REVENUES

The following table identifies our external operating revenues by business segment and major product groupfor thethree and six months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
Dollars in thousands	2014		2013		$ Variance		% Variance
Operating Revenues:
Data:
Enterprise data	$	10,445	$	10,511	$	(66)	(0.6)	%
Transport		11,225		12,028		(803)	(6.7)	%
FTTC		5,037		3,167		1,870	59.0	%
Total Data		26,707		25,706		1,001	3.9	%
R&SB:
Legacy voice		12,598		14,264		(1,666)	(11.7)	%
IP services		4,159		4,312		(153)	(3.5)	%
CLEC access		1,533		1,877		(344)	(18.3)	%
Total R&SB		18,290		20,453		(2,163)	(10.6)	%
RLEC access		5,168		6,152		(984)	(16.0)	%
Total operating revenues	$	50,165	$	52,311	$	(2,146)	(4.1)	%

·

	Six Months Ended June 30,
Dollars in thousands	2014		2013		$ Variance		% Variance
Operating Revenues:
Data:
Enterprise data	$	21,031	$	21,011	$	20	0.1	%
Transport		22,132		24,039		(1,907)	(7.9)	%
FTTC		9,681		6,025		3,656	60.7	%
Total Data		52,844		51,075		1,769	3.5	%
R&SB:
Legacy voice		25,540		29,085		(3,545)	(12.2)	%
IP services		8,363		8,668		(305)	(3.5)	%
CLEC access		3,034		3,757		(723)	(19.2)	%
Total R&SB		36,937		41,510		(4,573)	(11.0)	%
RLEC access		10,474		12,260		(1,786)	(14.6)	%
Total operating revenues	$	100,255	$	104,845	$	(4,590)	(4.4)	%

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· Data.Data revenues for the three months ended June 30, 2014 increased $1.0 million, or 3.9%, over the comparative period in 2013, and data revenues for the six months ended June 30, 2014 increased $1.8 million, or 3.5%, over the comparative period in 2013.  The overall increase in data revenues is due to increased customer bandwidth demand primarily through connections to wireless cell sites, partially offset by churn in data transport revenues due to network grooming activities as described below.

o Enterprise Data – Enterprise data revenues were essentially flat for the three and six months ended June 30, 2014 as compared to the same periods in the prior year.  We experienced growth in revenues from our metro Ethernet and carrier end user product lines, which growth was essentially offset by declines in private line and other enterprise data products primarily as a result of churn from customers upgradingfrom TDM to Ethernet products and competition from cable operators in our markets.

o Transport  –The approximate 6.7% and 7.9%decreasesin transport revenue for the three and six months ended June 30, 2014, respectively, from the comparative three and six month periods in the prior yearis primarily attributable to network grooming activities by carriers as TDM technology is replaced by Ethernet.

o FTTC – Revenues from our fiber-to-the cell site contracts grew 60.7% in the first six months of 2014 as compared to 2013 and 59.0% for the second quarter of 2014 comparatively to 2013.This growth is attributable to a45% increase in our fiber connections to wireless cell sites, from 465 at June 30, 2013 to 673 at June 30, 2014 and the addition of second tenants to existing connected cell towers.

· R&SB.   Revenue from residential and small business products declined approximately 11% for the three and six months ended June 30, 2014 as compared to the respective periods in 2013.  Thesedeclines  were primarily driven by decrease in revenue from legacy voice products, which can be attributed to the continuing churn from the commoditization of legacy voice products, the increasing use of wireless devices, our shift in focus to voice over IP (which is primarily sold to enterprise customers and included in data segment revenues) and competition from cable operators in our markets.  As of June 30, 2014, we operated approximately 28,081 RLEC telephone access lines and 88,941 competitive voice lines, compared to approximately 30,129 and 102,189  as ofJune 30, 2013, respectively.  This represents a 6.8% year-over-year decline in RLEC telephone access lines and a 13.0% year-over-year decline in competitive voice lines.  Growth in advanced technology products within our IP services product group such as Broadband XL and IP video was more than offset by declines in revenue from legacy DSL products.

· RLEC Access.The 16.0% decline in RLEC access revenues from the three months ended June 30, 2013 to the three months ended June 30, 2014 and the 14.6% decline from the six months ended June 30, 2013 to the six months ended June 30, 2014is primarily due to a6.8% year-over-year decrease in RLEC telephone access lines and intrastate accessrate reductions mandated by regulatory agencies that went into effect on July 1, 2013.

OPERATING EXPENSES

The following table identifies our operating expenses for the three and six months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
Dollars in thousands	2014		2013		$ Variance		%Variance
Operating Expenses:
Network access costs	$	10,190	$	10,501	$	(311)	(3.0)	%
Selling, general and administrative		18,487		18,896		(409)	(2.2)	%
Depreciation and amortization		11,210		10,796		414	3.8	%
Accretion of asset retirement obligations		30		33		(3)	(9.1)	%
Total operating expenses	$	39,917	$	40,226	$	(309)	(0.8)	%

	Six Months Ended June 30,
Dollars in thousands	2014		2013		$ Variance		%Variance
Operating Expenses:
Network access costs	$	20,904	$	21,655	$	(751)	(3.5)	%
Selling, general and administrative		36,419		36,916		(497)	(1.3)	%
Depreciation and amortization		21,869		20,359		1,510	7.4	%
Accretion of asset retirement obligations		57		64		(7)	(10.9)	%
Restructuring charges		-		40		(40)	(100.0)	%
Total operating expenses	$	79,249	$	79,034	$	215	0.3	%

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Network Access Costs.  Network access costsdecreased $0.3 million, or 3.0%, for the three months endedJune 30, 2014and $0.8 million, or 3.5%, for the six monthsended June 30, 2014 as compared to the same periods in the prior year, which is primarily attributable to the overall decrease in voice access lines.

Selling, General and Administrative.  Selling, general and administrative expenses for the three months ended June 30, 2014 decreased$0.4 million, or 2.2%, from those incurred in the same period in 2013 primarily as a result of a net reduction in personnel related costs due to decreases in non-cash and incentive compensation and pension-related costs, partially offset by increased salaries and wages. We also incurred lower professional fees, rent, operating taxes and repairs and maintenance costs, which decreases were partially offset by increased software support costs and bad debt expense.  Selling, general and administrative expenses decreased $0.5 million, or 1.3%, for the six months ended June 30, 2014 as compared to the prior year due to the same contributing factors as the three-month period.

Depreciation and Amortization. Depreciation and amortization increased  $0.4million, or 3.8%, for the three months ended June 30, 2014 from the same period in the prior year due to a $0.6 million increase in depreciation costs partially offset by a  decrease in amortization expense of $0.2 million.  Depreciation and amortization increased $1.5 million, or 7.4%, for the six months ended June 30, 2014 from the same period in the prior year due to a $1.8 million increase in depreciation costs partially offset by a decrease in amortization expense of $0.3 million.  The increase in depreciation costs is directly attributable to capital additions primarily related to investment in our network including infrastructure upgrades and fiber to the cell site installations and internal business systems.  The decrease in amortization cost is attributable to customer intangible assets for which an accelerated amortization method is applied based on these assets’ estimated pattern of benefit.

OTHER INCOME (EXPENSES) AND INCOME TAXES

The following table summarizes our other income (expenses) and income taxes for the three months ended June 30, 2014 and 2013:

	Three Months Ended June 30,
(Dollars in thousands)	2014		2013		$ Variance		%Variance
Interest expense	$	(3,812)	$	(3,406)	$	(406)	11.9	%
(Loss) gain on interest rate swap derivatives		(16)		267		(283)	(106.0)	%
Other income (expenses), net		170		(907)		1,077	N/M
Total other expenses, net	$	(3,658)	$	(4,046)	$	388	(9.6)	%
Income tax expense	$	2,711	$	3,241	$	(530)	(16.4)	%
N/M - not meaningful

	Six Months Ended June 30,
(Dollars in thousands)	2014		2013		$ Variance		%Variance
Interest expense	$	(7,786)	$	(6,534)	$	(1,252)	19.2	%
Gain on interest rate swap derivatives		93		454		(361)	(79.5)	%
Other income (expenses), net		350		(882)		1,232	N/M
Total other expenses, net	$	(7,343)	$	(6,962)	$	(381)	5.5	%
Income tax expense	$	5,689	$	7,573	$	(1,884)	(24.9)	%
N/M - not meaningful

Interest Expense.  Interest expense for the three and six months ended June 30, 2014 and 2013 primarily consists of incurred costs associated with our Credit Facility as well as amortization of debt issuance costs.  The year-over-year increase in interest expense is primarily attributable to a higher outstanding principal balance and increased debt issuance costs due to the April 30, 2013 refinancing and changes in the bank patronage credits (see Note 5 in Part II, Item 8. Financial Statements and Supplementary Data).

(Loss) Gain on Interest Rate Swap Derivatives.  The gains or losses recorded in each period are reflective of mark-to-market adjustments to record the asset or liability associated with the interest rate swap derivatives at fair value on the condensed consolidated balances sheets, which is impacted by fluctuations in interest rates and other market factors.

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Other Income (Expenses).  Other income of $0.2 million and $0.4 million for the three and six months ended June 30, 2014 primarily consists of interest income earned on marketable securities during the period.  Other expense for the three and six months ended June 30, 2013 includes $0.9 million related to unamortized debt issuance costs that were written off in connection with the aforementioned debt refinancing.

Income Tax Expense.  Income tax expense for the three months ended June 30, 2014 and 2013 was $2.7 million and $3.2 million, respectively, and income tax expense was $5.7 million and $7.6 million for the six months ended June 30, 2014, which represents the federal statutory tax rate applied to pre-tax income and the effects of state income taxes and certain non-deductible expenses for each period.  Our recurring non-deductible expenses relate primarily to certain non-cash equity-based compensation.  The decrease in income tax expense was primarily due to the decrease in income before taxes, partially offset by an increase in our effective tax rate as a result ofprojected state tax rate changes.

At June 30, 2014, we had unused federal net operating losses (“NOLs”) of approximately $11.8 million, net of adjustments for unrecognized income tax benefits, and unused state NOLs of approximately $15.0 million.  Our NOLs, if not utilized to reduce taxable income in future periods, will expire in varying amounts from 2022 to 2034.  We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

Liquidity and Capital Resources

For the six months ended June 30, 2014 and 2013, our cash flows from operations totaled approximately $38.0 million and $35.4 million, respectively.  Our cash flows from operations are primarily generated by payments received from customers for data and voice communication services and carrier access to our network offset by payments to other carriers, payments to our employees, payments for interest and taxes and payments for other network operating costs and other selling, general and administrative expenses.  A portion of our cash on hand has been generated from debt financing activities for the primary purpose of funding investment in our fiber optic network to facilitate growth and for general working capital requirements.  Our cash on hand and marketable securities, which are generally available for operations, may be used to repay debt obligations or fund capital expenditures.

As of June 30, 2014, we had $471.4 million in aggregate long-term liabilities, consisting of $364.5 million in borrowings under our Credit Facility ($372.3 million including the current portion), $2.7 million in capital lease obligations and $104.2 million in other long-term liabilities, inclusive of deferred income tax liabilities of $84.3 million, pension and other postretirement obligations of $16.8 million and other long-term liabilities of $3.1 million.  Our Credit Facility includes a revolving credit facility of $50 million (the “Revolver”), all of which was available for our working capital requirements and other general corporate purposes as of June 30, 2014.

Our Credit Facility has a maximum distributable amount available for restricted payments, including the payment of dividends.  The distributable amount was initially set at $12 million and is reduced by restricted payments and certain other items as set forth in the credit agreement governing the Credit Facility (the “Credit Agreement”).  The distributable amount is increased annually by the greater of $12 million or 75% of free cash flow (as defined under the Credit Agreement).  The distributable amount as of June 30, 2014 was $11.7 million.

Mandatory prepayments include an excess cash flow sweep equal to 50% of Excess Cash Flow, as defined under the Credit Agreement, for each fiscal year commencing in 2013 for so long as the leverage ratio exceeds 3.25:1.00.

Under the Credit Agreement, we are also bound by certain financial covenants.  Noncompliance with any one or more of the debt covenants may have an adverse effect on our financial condition or liquidity in the event such noncompliance cannot be cured or should we be unable to obtain a waiver from the lenders of the Credit Facility. 

As of June 30, 2014, we were in compliance with all of our debt covenants, and our ratios were as follows: 

	Actual	Covenant Requirement at June 30, 2014
Total debt outstanding to EBITDA (as defined in the Credit Agreement)	4.09	Not more than 4.50
Minimum interest coverage ratio	6.64	Not less than 3.25

In addition to the Credit Facility, we have capital leases on vehicles with original lease terms of four to five years and an obligation for certain software licenses that is included in capital lease obligations as a component of long-term debt on the consolidated balance sheet as of June 30, 2014.  As of June 30, 2014, the combined total net present value of the Company’s future minimum lease payments was $5.2 million.

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The following table presents a summary of our cash flow activity for the six months ended June 30, 2014 and 2013:

	Six Months Ended June 30,
(In thousands)	2014		2013
Net cash provided by operating activities	$	38,018	$	35,432
Net cash used in investing activities		(35,379)		(24,796)
Net cash (used in) provided by financing activities		(6,949)		52,196
(Decrease) increase in cash and cash equivalents	$	(4,310)	$	62,832

Operating. The increase in cash flows from operations is due to favorable changes in working capital largely due to timing of payments to vendors and employees and cash collections from customers and a decrease in cash taxes of $0.9 million partially offset by a decrease in Adjusted EBITDA of $4.0 million and increase in cash interest payments of $0.5 million.

Investing.  The increase in cash used in investing activities is primarily due to an increase in capital expenditures of $10.6 million, partially offset by proceeds from sale or maturity of marketable securities in excess of purchases of $1.7 million and the reduction in cash received from the broadband stimulus grant for reimbursement of qualified expenditures and the corresponding release of restricted funds totaling $2.0 million.  Capital expenditures for the six months ended June 30, 2014 were comprised of (i) $27.3 million for success-based customer projects, network expansion and infrastructure upgrades, (ii) $2.5 million for network maintenance, and (iii) $7.5 million for information technology and facility related projects and increases in inventory.

We currently expect capital expenditures for fiscal year 2014 to be approximately $75 million.  We expect these capital expenditures to primarily be spent on enhancing our existing investment in our fiber network backbone and fiber rings and to significantly improve our ability to provide carrier Ethernet transport and enterprise customer data services, fiber to the cell site deployments and other wholesale revenue opportunities with attractive return on investment profiles.  Through June 30, 2014, we have constructed a fiber optic network of approximately 7,550 route miles.  Approximately 40% of our fiber network is owned by us and has been accumulated through our capital investment in fiber builds and strategic acquisitions over the past several years with the remaining approximately 60% of our network under IRU agreements.  During 2014, we also expect to allocate a portion of our capital resources to provide essential network facility upgrades and fiber-to-the-home deployments for our residential and small business segment and to fund internal business system upgrades and enhancements.

Financing.  The net cash used by financing activities for the six months ended June 30, 2014 was primarily for repayment of principal on the Credit Facilityand payments under capital lease obligations totaling $2.5 million and combined with dividend payments of approximately $6.2 million partially offset by proceeds from stock option exercises of approximately $1.6 million.

The net cash provided by financing activities for the six months ended June 30, 2013 was primarily the result of $59.1 million of net proceeds from the initial funding of the Credit Facility that closed on April 30, 2013 partially offset by payments to terminate interest rate swap agreements of $0.9 million and dividend payments of $6.1 million.

As of June 30, 2014, we had approximately $9.8 million in cash and cash equivalents and approximately $36.6 million in marketable securities, all of which we consider to be available for current operations due to the short-term maturities and liquid nature of the holdings.  We also have $4.3 million of restricted cash, all of which represents amounts pledged for deposit for the RUS broadband stimulus grant. As of June 30, 2014 we had working capital (current assets minus current liabilities) of approximately $37.6 million.  We expect that the cash we generate from operations combined with our cash on hand and borrowing capacity under our undrawn revolving line of credit will be sufficient to satisfy our working capital requirements, capital expenditures, dividend payments and debt service requirements for the foreseeable future.  However,  if our assumptions prove incorrect or if there are other factors that negatively affect our cash position, such as material unanticipated losses, loss of customers or a significant reduction in demand for our services or other factors, or if we make acquisitions, we may need to seek additional sources of funds through refinancing or other means.  There is no assurance that we could obtain such additional financing on favorable terms, if at all.  Additional equity financing may dilute our stockholders, and debt financing, if available, may restrict our ability to declare and pay dividends and raise future capital.

As discussed previously in this Management’s Discussion and Analysis, events and actions taken by the FCC are projected to have a significant negative impact on our future cash flows from the RLEC access products, partially offset by the Connect America Fund (“CAF”) payments to us.

We paid $6.2 million in cash dividends to our common stockholders during the six months ended June 30, 2014.   On July 29, 2014, our board of directors declared a quarterly cash dividend on our common stock in the amount of $0.14 per share, to be paid on October9, 2014 to stockholders of record on September 11, 2014.  After considering the cost to service our long-term debt as well as fund the anticipated level of capital expenditures and fund other routine items such as income taxes, interest and scheduled principal payments, we anticipate that we will generate sufficient cash flow to enable us to pay a regular quarterly dividend.  However, all decisions

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regarding the declaration and payment of dividends will be at the discretion of our board of directors and will be evaluated from time to time in light of our financial condition, earnings, growth prospects, funding requirements and restrictions under the Credit Agreement, applicable law and other factors our board deems relevant.

Off Balance Sheet Arrangements

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

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose.  ASU 2013-11 was effective prospectively for public entities for annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Prospective application applies to unrecognized tax benefits that exist at the date of adoption and those that arise after adoption. Our adoption of this ASU in the first quarter of 2014 did not have a material impact on our condensed consolidated balance sheet as of June 30, 2014.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.  ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The new standard is effective for us on January 1, 2017.  Early application is not permitted.  The standard permits the use of either the retrospective or cumulative effect transition method.  We have not yet selected a transition method and are still evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and disclosures.

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes certain forward-looking statements. Such forward-looking statements reflect, among other things, our current expectations, plans and strategies, and anticipated financial results, all of which are subject to known and unknown risks, uncertainties and factors that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include, but are not limited to: rapid development and intense competition in the telecommunications and high speed data transport industry; our ability to offset expected revenue declines in legacy voice and access products related to the recent regulatory actions, wireless substitution, technology changes and other factors; our ability to effectively allocate capital and implement  our “edge-out” expansion plans in a timely manner; our ability to complete customer installations in a timely manner; adverse economic conditions; operating and financial restrictions imposed by our senior credit facility; our cash and capital requirements; declining prices for our services; our ability to maintain and enhance our network; the potential to experience a high rate of customer turnover; federal and state regulatory fees, requirements and developments; our reliance on certain suppliers and vendors; and other unforeseen difficulties that may occur. These risks and uncertainties are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements and risk factors included in our other SEC filings, including our Annual Report filed on Form 10-K for the year ended December 31, 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks primarily related to interest rates.  We entered into the $425 million Credit Facility on April 30, 2013.  As of June 30, 2014, $372.3 million was outstanding under our Credit Facility.  As of June 30, 2014, we had a leverage ratio of 4.09:1.00 and an interest coverage ratio 6.64:1.00, both of which are in compliance with our debt covenant requirements.  We have other fixed rate, long-term debt in the form of capital lease obligations totaling $5.2 million as of June 30, 2014.

Under the terms of our 2013 Credit Facility, we are required to enter into interest rate derivative instruments for three years on 50% of our term loans (approximately $186 million at June 30, 2014).  We entered into an interest rate swap agreement in 2012, which expires December 31, 2015, whereby we swap one-month LIBOR with a fixed rate of approximately 0.8%.  A portion of the interest rate swap agreements were terminated in connection with the debt refinancing.  We entered into additional interest rate swap agreements in July 2013 to bring the combined notional amount of the interest rate swap instruments up to 50% of the aggregate outstanding balance of Term Loan A and Term Loan B.  Under the new interest rate swap agreements, we swap one-month LIBOR

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with a fixed rate of approximately 0.5%.  We will be exposed to interest rate risk on the remaining 50% of the term loan balances.  We do not purchase or hold any financial derivative instruments for trading purposes.

At June 30, 2014, our financial assets in the consolidated balance sheet included unrestricted cash and cash equivalents of approximately $9.8 million, substantially all of which is comprised of deposits in non-interest bearing accounts with financial institutions, and marketable securities of $36.6 million, substantially all of which are short-term fixed income securities.  Other non-current securities and investments totaled $0.8 million at June 30, 2014.

As of June 30, 2014, our cash, cash equivalents and marketable securities were held in financial institutions, money market mutual funds, municipal bonds, certificates of deposit, commercial paper and debt securities.  Although we actively monitor the depository institutions and the performance and quality of our investments, we are exposed to risks resulting from deterioration in the financial condition or failure of financial institutions holding our cash deposits, decisions of our investment advisors and defaults in securities underlying the funds and investments.  In accordance with our Board-approved investment policy we have instructed our investment management firm to prioritize liquidity and safety over investment return in choosing the investment vehicles for cash, cash equivalents and marketable securities and they have diversified these investments to the extent practical in an effort to minimize our exposure to any one investment vehicle or financial institutions.

The following sensitivity analysis indicates the impact at June 30, 2014, on the fair value of certain financial instruments, which would be potentially subject to material market risks, assuming a ten percent increase and a ten percent decrease in the levels of our interest rates:  

(In thousands)	Carrying Amount		Fair Value		Estimated fair value assuming noted decrease in market pricing		Estimated fair value assuming noted increase in market pricing
Credit Facility	$	372,250	$	378,717	$	387,022	$	377,818
Capital lease obligations	$	5,194	$	5,194	$	5,252	$	5,062

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the three months ended June 30, 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, including litigation involving disputes relating to billings by us to other carriers for access to our network.  While the results of litigation and disputes are inherently unpredictable, we do not believe that any pending or threatened litigation of which we are aware will have a material adverse effect on our financial condition, results of operations or cash flows (see Note 12, Commitments and Contingencies, of the Notes to Unaudited Condensed Consolidated Financial Statements).

Item 1A.  Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors (pages 9 to 18) 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 the 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 materially adverse effect on our business, financial condition and/or operating results. 

We do not believe that there have been any material 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.

The Company does not have a share repurchase program in effect.  However, during the three months ended June 30, 2014, the Company repurchased 391 shares of Company stock for $14.10 per sharein connection with the vesting of certain restricted stock grants issued pursuant to the Company’s 2011 Equity and Cash Incentive Plan.  The Company repurchased these shares from an employee plan participant in May 2014 for settlement of tax withholding obligations.

Item 5.  Other Information.

None.

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Item 6.  Exhibits

EXHIBIT INDEX

Exhibit No.	Description
10.1*	Employment Agreement, dated as of June 25, 2014, between Joseph E. McCourt, Jr. and Lumos Networks Operating Company
10.2*	Employment Agreement, dated as of June 25, 2014, between Mary McDermott and Lumos Networks Operating Company
31.1*	Certificate of Timothy G. Biltz, President and Chief Executive Officer, pursuant to Rule 13a-14(a)
31.2*	Certificate of Johan G. Broekhuysen,  Interim Chief Financial Officer, pursuant to Rule 13a-14(a)
32.1*	Certificate of Timothy G. Biltz, President and Chief Executive Officer, pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certificate of Johan G. Broekhuysen,  Interim Chief Financial Officer, 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.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

Lumos Networks Corp.

By:	/s/ Timothy G. Biltz
Name:	Timothy G. Biltz
Title:	President and Chief Executive Officer
	(principal executive officer)
By:	/s/ Johan G. Broekhuysen
Name:	Johan G. Broekhuysen
Title:	Interim Chief Financial Officer, Chief Accounting Officer and Corporate Controller
	(principal financial officer and principal accounting officer)

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 25, 2014 (the “Effective Date”) between Joseph E. McCourt, Jr.(the “Executive”) andLumos Networks Operating Company, a Delaware corporation, Lumos Networks Corp., a Delaware corporation (“Holdings”), and Lumos Payroll Corp., a Virginia corporation (collectively with Lumos Networks Operating Company and Holdings,  the “Company”),recites and provides as follows:

WHEREAS, the Boardof Directors of Holdings (the “Board”) expects that the Executive will continue to make substantial contributions to the growth and prospects of the Company; and

WHEREAS, the Executive will serve the Company in reliance upon the undertakings of the Company contained herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the Company and the Executive agree as follows:

1. Employment.

Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive asExecutiveVice President, Chief Revenue Officer throughout the Employment Term (as defined below). At the request of the Board and without additional compensation, the Executive shall also serve as an officer and/or director of any or all of the subsidiaries of the Company.

Duties and Responsibilities.  The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. Subject to the provisions of Section 1(c) below, during the Employment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Board, shall not engage in any other business activity or have any other business affiliation.

Other Activities. Anything in this Agreement to the contrary notwithstanding, as part of the Executive’s business efforts and duties on behalf of the Company, the Executive may participate fully in social, charitable and civic activities, and, if specifically approved by the Board, the Executive may serve on the boards of directors of other companies, provided that such activities do not unreasonably interfere with the performance of and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder.

2. Employment Term. The “Employment Term” hereunder shall commence on the Effective Date and continue in full force and effect until December 31, 2015 unless terminated earlier pursuant to the terms and conditions of this Agreement.  Thereafter, the Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to the other not less than six (6) months prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either party, on December 31, 2015 (or such subsequent anniversary, as the case may be).Notwithstanding the foregoing, upon the occurrence of a “Change in Control” (as such term is defined in Section 4(e)(iii)), the Employment Term shall be automatically extended so that the Employment Term shall continue in full force and effect until the date which is twenty-four

(24) months from the date of a Change in Control and thereafter will renew automatically as of such date and successive one-year periods thereafter, unless prior notice is given, as provided above.

3. Compensation. During the Employment Term, the Company will pay and/or otherwise provide the Executive with compensation and related benefits as follows:

Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, a base salary at the annual rate of  $210,000(the “Base Salary”). The Executive’s Base Salary will be reviewed annually throughout the Employment Term by the Compensation Committee of the Board. Notwithstanding anything in this Agreement to the contrary, the Company may reduce the Executive’s Base Salary by up to ten percent (10%) during the Employment Term, but only as part of a salary reduction program pursuant to which the Base Salaries of the Chief Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents who have been designated as “executive officers” by the Board are reduced by the same percentage at the same time and for the same period of time. The Base Salary shall be payable in equal periodic installments, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

Stock-Based Incentive Compensation.At the Board’s discretion, the Executive shall be eligible to participate in the Company’s stock-based incentive compensation plan pursuant to its terms (“Stock-Based Incentive Payment”).

Team Incentive Plan. The Executive shall be eligible to participate in the Company’s team incentive plan with an annual incentive target of seventy percent (70%) of Base Salary(“Incentive Payment”), subject to achievement of such program’s objectives and final approval of the Board.  Notwithstanding the foregoing or the terms of the team incentive plan, the full Incentive Payment the Executive is eligible to receive under the team incentive plan based on objective performance factors must be paid and cannot be reduced or eliminated as a result of individual performance factors other than as a result of a good faith determination by the Board.  The Incentive Payment, if any, shall be payable on or before the March 15 immediately following the end of the year in which the Incentive Payment vests and is no longer subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Benefits. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives to the extent the Executive is entitled to so participate according to the terms of those plans. In addition to the foregoing compensation, the Company agrees that it shall provide to the Executive a monthly automobile allowance pursuant to Company policy payable in equal periodic installments, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

Vacation. The Executive shall be entitled to a minimum of four  (4)  weeks of vacation annually, during which time the Executive shall receive compensation in accordance with the terms of this Agreement.

Term Life Insurance.Subject to availability at non-rated premiums with no premium gross-up, during the Employment Term, and in addition to any other benefits to which Executive shall be entitled, the Company agrees to pay the premiums on a term life insurance contract covering the Executive that pays a death benefit of $363,000.  The Company in its discretion shall select the term life insurance contract on which it will pay the premiums; but the Executive shall be the owner of such contract and will be or will designate the beneficiary of such contract. The Company will include and report such premium payments in the Executive’s taxable income to the extent required under applicable law.  Such premium payments shall be paid

2

on or before the March 15 immediately following the end of the year in which the premiums on such term life insurance contract accrued (provided the Executive was employed at such time).  Notwithstanding any other provision of this Agreement, in the event the term life insurance contract described herein extends beyond the termination of Executive’s employment with the Company, the Executive, and not the Company, shall be obligated to pay the premiums on such term life insurance contract accruing after the Executive’s termination of employment with the Company.Notwithstanding any other provision of this Agreement, if the Company’s preferred insurance providers, for whatever reason, are unwilling to insure the Executive on commercially reasonable terms, the Company will pay to the Executive an annual amount equal to the average life insurance premium paid to insure other Executives on a prorated cost per thousand basis in lieu of the term life insurance described in this paragraph.  Such annual amount (prorated if the Executive is not employed for the full year) shall be paid on or before the March 15 immediately following the end of the year in which such term life insurance contract otherwise would have been provided.

4. Termination of Employment.

By the Company For Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(f)(i)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonabledetail the basis upon which such termination is made). Notwithstanding the foregoing, in no event, shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment may be terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term shall be terminated; provided, however, that such termination shall not divest the Executive of any previously vested benefit or right unless the terms of such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination payable as described above.  The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with, and payable at the same time set forth in, the Company’s policy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses payable in accordance with the Company’s  applicable employee benefit plans (the payments and benefits described in this subsection (a) herein after referred to as the “Standard Termination Payments”).

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the last sentence of this subsection (b)), payable no later than two and a half (2 ½)months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value

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basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

By the Company Without Cause.

The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide writtennotice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above.  Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release).  Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date.

The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above).

During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis).  In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become

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covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits.

Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release.  Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Executive.  The Executive may terminate the Executive’s employment, and any further obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than sixty (60) days prior to the effective date of such termination. During such sixty (60) day period, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above.  Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other than as a result of the Executive’s death or disability), then the Executive shall remain vested in all vested benefits provided for hereunder or under any benefit plan of the Company in which the Executive is a participant and shall be entitled to receive the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (as set forth above), but the Company shall have no further obligation to make payments or provide benefits to the Executive under Section 3 hereof. Anything in this Agreement to the contrary notwithstanding, the termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 4(f)(ii)), shall be deemed to be a termination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive shall be entitled to the payments and benefits set forth in Section 4(c) above, payable as and upon the terms described above,subject to the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after the termination of Executive’s employmentsubject to subsection 4(c)(v) above and Section 19 below.  Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within one hundred eighty (180) days of when the Executive learns of the act or conduct that constitutes Good Reason.

Change in Control.  Notwithstanding anything to the contrary above, in the event of a termination of the Executive’s employment without Cause by the Company, or by the Executive for Good Reason, in contemplation of or within the one (1) yearperiod after a Change in Control (a “Change in Control Termination”), the Termination Period shall be the twenty-four (24) months beginning immediately after the Termination Date for purposes of calculating payments and other benefits to be made by the Company to the Executive. The Executive’s employment will be considered to have been terminated “in contemplation of” a Change in Control only if the Company makes a public announcement or files a report or proxy statement with the Securities and Exchange Commission disclosing a transaction or series of transactions which, if completed, would constitute a Change in Control and the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, during the period beginning with such disclosure and ending on the earlier of (x) the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions will not be completed or (y) the date that such transaction or series of transactions is completed.

Definitions. For purposes of this Agreement, the following definitions will apply:

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Cause.The term “Cause” means:  (i) gross or willful misconduct; (ii) willful and repeated failure to comply with the lawful directives of the Board or any supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct that has a material adverse impact on the property, operations, business or reputation of the Company or its subsidiaries or any act of fraud, dishonesty or misappropriation involving the Company or its subsidiaries; (iv) any conviction or plea of guilty or nolocontendere to a felony (other than traffic offenses) or a crime involving dishonesty; (v) the material breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries; (vi) acts of malfeasance or negligence in a matter of material importance to the Company or its subsidiaries; (vii) the material failure to perform the duties and responsibilities of employee’s position after written notice and a reasonable opportunity to cure (not to exceed ninety (90) days); (viii) grossly negligent conduct; or (ix) activities materially damaging to the property, operations, business or reputation of the Company or its subsidiaries (it being understood that conduct or activities pursuant to employee’s exercise of good faith business judgment shall not be in violation of  this Section 4(f)(i). 

Good Reason.“Good Reason” means, after written notice by the Executive to the Board, and a reasonable opportunity for the Company to cure (not to exceed forty-five (45) days), that (i) the Executive’s Base Salary is not paid or is reduced by more than ten percent (10%) in the aggregate or other than as part of a salary reduction program pursuant to which the Base Salaries of the Chief Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents are reduced by the same percentage at the same time and for the same period of time, (ii) the Executive’s target Incentive Paymentis reduced, (iii) the Executive’s job duties and responsibilities are diminished; provided that so long as the Executive retains the title Executive Vice President or higher and remains within the Company's sales or marketing organization, a division of, or change in, responsibilities, or change in title, of the Executive shall not constitute a “diminution” under this subparagraph (iii) (additionally, any diminution in the Executive’s job duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not be considered “Good Reason” hereunder),  (iv) if after having relocated to Virginia the Executive is required to relocate to a facility more than 50 miles from Waynesboro, Virginia, (v) the Executive is not provided benefits (e.g., health insurance) that are comparable in all material respects to those previously provided to the Executive, (vi) the Executive is directed by the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to engage in conduct that Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal), or (vii) the Executive is directed by the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to refrain from acting and Company counsel, or mutually agreed upon counsel if requested by the Executive,has advised that such failure to act is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal). If the Executive is directed to engage in conduct that he reasonably believes is likely to be illegal or to refrain from acting and the Executive reasonably believes that such failure to act is likely to be illegal, the Executive can express such reservations to the Board or directing officer, and the Company shall, at its expense, engage Company counsel, or mutually agreed upon counsel if requested by the Executive, to advise as to whether such conduct or failure to act is likely to be illegal. Subject to the last sentence of Section 4(d) hereof, if any of the events occur that would entitle the Executive to terminate the Executive’s employment for Good Reason hereunder and the Executive does not exercise such right to terminate the Executive’s employment, any such failure shall not operate to waive the Executive’s right to terminate the Executive’s employment for that or any subsequent action or actions, whether similar or dissimilar, that would constitute Good Reason. For purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered “Good Reason” hereunder.

Change in Control.  “Change in Control” means any of the following described in clauses (I) through (IV) below, provided that a “Change in Control” shall not mean any event listed in clauses

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(I) through (IV) that occurs directly or indirectly as a result of or in connection with Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners – A LP, a Delaware limited partnership, and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (collectively the “Quadrangle Entities”) and/or their Affiliates, related funds and co-investors becoming the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities, or the shareholders of Holdings approve a merger, consolidation or reorganization of Holdings with any other company and such merger, consolidation or reorganization is consummated, and after such merger, consolidation or reorganization any of the Quadrangle Entities or their respective Affiliates, related funds and co-investors acquire more than fifty-one percent (51%) of the combined voting power of Holdings’ then outstanding securities:

any Person is or becomes the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities;

consummation of a merger, consolidation or reorganization of Holdings with any other company, or a sale of all or substantially all the assets of Holdings (a “Transaction”), other than a Transaction that would result in the voting securities of Holdings outstanding immediately prior thereto continuing to represent either directly or indirectly more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of Holdings or such surviving or purchasing entity;

the shareholders of Holdings approve a plan of complete liquidation of Holdings and such liquidation is consummated; or

During any period of twelve (12) consecutive months commencing on November 1, 2011, (i) the individuals who constituted the Board on November 1, 2011, and (ii) any new director who either (A) was elected by the Board or nominated for election by Holdings’ stockholders and whose election or nomination was approved by a vote of more than fifty percent (50%) of the directors then still in office who either were directors on November 1, 2011, or whose election or nomination for election was previously so approved or (B) was appointed to the Board pursuant to the designation of Quadrangle Entities, cease for any reason to constitute a majority of the Board.

For purposes of the foregoing, “Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

For purposes of the foregoing, “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.

5. Confidential Information.The Executive understands and acknowledges that during the Executive’s employment with the Company, the Executive has been and will be making use of, acquiring or adding to the Company’s Confidential Information (as defined below). In order to protect the Confidential Information, the Executive will not, during the Executive’s employment with the Company or at any time thereafter, in any way utilize any of the Confidential Information except in connection with the Executive’s  

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employment by the Company. The Executive will not at any time use any Confidential Information for the Executive’s own benefit or the benefit of any person except the Company. At the end of the Executive’s employment with the Company, the Executive will surrender and return to the Company any and all Confidential Information in the Executive’s possession or control, as well as any other Company property that is in the Executive’s possession or control. The Executive acknowledges and agrees that any breach of this Section 5 would be a material breach of this Agreement. The term “Confidential Information” shall mean any information that is confidential and proprietary to the Company and is not known or made available to the public (other than as a result of a breach of this Agreement by the Executive), including but not limited to the following general categories:

trade secrets;

lists and other information about current and prospective customers;

plans or strategies for sales, marketing, business development, or system build-out;

sales and account records;

prices or pricing strategy or information;

current and proposed advertising and promotional programs;

engineering and technical data;

the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information;

legal advice and strategies; and

other information of a similar nature not known or made available to the public or the Company’s Competitors (as defined in Section 8).

Confidential Information includes any such information that the Executive may prepare or create during the Executive’s employment with the Company, as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to prevent disclosure of its Trade Secrets and/or Confidential Information.

6. Return of Documents. All writings, records and other documents and things containing any Confidential Information in the Executive’s custody or possession shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without retaining any copies, upon the termination of the Executive’s employment or at any time as requested by the Company.

7. Reaffirm Obligations. Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

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8. Non-Compete; Non-Solicitation. The Executive agrees that:

While the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor.

For a period of twelve  (12) months (the “Non-Competition Period”)after the Executive’s employment with the Company ends for any reason, the Executive will not compete with the Company by performing or causing to be performed the same or similar types of duties or services that the Executive performed for the Company for a Competitor of the Company inany capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time the Executive’s employment with the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period provided that the Executive has knowledge of those plans at the time the Executive’s employment with the Company ends (the “Service Area”).  Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any wireline telecommunication services, including but not limited to internet services, to any person or entity who was a customer or an actively sought prospective customer of the Company, at any time during the Executive’s employment with the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(i) below, which default is not cured within thirty (30) days after written notice thereof. The Executive acknowledges and agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors.

While the Executive is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding twelve (12) month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c).

The Executive acknowledges and agrees that the Company has a legitimate business interest in preventing him from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a material breach of this Section 8 and this Agreement.

The Company may notify anyone employing the Executive or evidencing an intention to employ the Executive during the Non-Competition Period as to the existence and provisions of this Agreement and may provide such person or organization a copy of this Agreement.The Executive agrees that the Executive will provide the Company with a notice containing the identity of any employer the Executive plans to go to work for during the Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date.The Company will analyze the proposed employment and make a determination as to whether it would violate this Section 8. The Company will notify the Executive in writing within ten (10) business days following the receipt of the Executive’s notice as to whether or not the Company objects to the proposed employment. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period.

The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’slegitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed

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the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay he may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for any of the consideration set forth in subsection (i) below that the Executive received prior to the breach as well as any additional payments, compensation, benefits or severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement.

For purposes of this Section 8, the following definitions will apply:

“Directly or indirectly” as used in this Agreement includes an interest in or participation in a business as an individual, partner, shareholder, owner, director, officer, principal, agent, employee, consultant, trustee, lender of money, or in any other capacity or relation whatsoever. The term includes actions taken on behalf of the Executive or on behalf of any other person. “Directly or indirectly” does not include the ownership of less than five percent (5%) of the outstanding shares of any corporation, if such shares are publicly traded in the over-the-counter market or listed on a national securities exchange.

“Competitor” as used in this Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or offering to provide wireline telecommunication services, including but not limited to internet services, within any city or county in which the Company provides or offers those services or products.

Notwithstanding any other provision of this Section 8, the Executive will not be considered to have violated any prohibition against competing with the Company for engaging in any of the following activities: (1) being employed or retained by (i) any parent, subsidiary or affiliate organization of any Competitor where that parent, subsidiary or affiliate organization does not itself, and the Executive’s employment will not cause the Executive to, compete or attempt to compete with the Company by providing or offering to provide wireline telecommunications services, including but not limited to internet services, within the Service Area or (ii) any Competitor, directly or indirectly, so long as Executive’s employment or service does not relate to (A) working principally within the Service Area or (B) activities that would benefit the Competitor principally within the Service Area and in each of (A) or (B) the Service Area is not the Primary Focus of the business operations of the Competitor; or (2) working or providing services within the Service Area so long as the Executive’s employment or service does not relate to the type ofservices provided or offered by the Company within that Service Area or to services for which the Company has documented plans to provide, offer or supply within that Service Area at the time of Executive’s termination of employment; or (3) selling or attempting to sell wireline telecommunications services, including but not limited to internet services, so long as the services or products, which the Executive is selling or attempting to sell to a customer, do not relate to the type of services or products provided or offered by the Company to such customer or for which the Company has documented plans to provide, offer or supply to such customer at the time of Executive’s termination of employment; provided , however , that the Executive is nevertheless prohibited from: (i) selling, attempting to sell, and providing or attempting to provide, to any person who was a customer, or who was actively sought as a customer, of the Company at the time of Executive’s termination of employment any wireline telecommunications services, including but not limited to internet services, that are the type of services or products that the Company sold, attempted to sell or provided or attempted to provide to such customer as described in (b) above and (ii) soliciting or encouraging any employee of the Company to terminate employment or taking any other of the prohibited actions as described in (c) above.  For purposes hereof, “Primary Focus” with respect to a Competitor means that more than twenty-five percent (25%) of the consolidated revenues of such Competitor were derived from such Competitor’s and its consolidated

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subsidiaries’ wireline telecommunications services, including but not limited to internet services, in the Service Area in the Competitor’s most recently completed fiscal year before any applicable date of determination.

In consideration of the Executive’s undertakings set forth in this Section 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefits and payments under Section 4(c) above,subject to subsection 4(c)(v) and Section 19 below, the Company will pay the Executive an amount equal to fifty percent (50%) of his Base Salary during the Termination Period, in such periodic installments, not less frequently than monthly, as his Base Salary was being paid immediately prior to termination of employment, with a lump sum payment on the sixtieth (60) day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.In the event the Executive is not entitled to the benefits and payments under Section 4(c) above, the Company will not pay the Executive any of the consideration set forth in this Section 8(i).

In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further payments under subsection (i) or otherwise under this Agreement and agrees to return to the Company the gross amount of any amounts previously paid, and the value of any benefits previously provided under this Agreement.  This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this Section 8.

9. Representations. The Executive represents and warrants to the Company that the execution, delivery and performance of this Agreement by the Executive does not conflict with, or result in the breach by the Executive or violation by the Executive of, any other agreement to which the Executive is a party or by which the Executive is bound. The Executive hereby agrees to indemnify the Company, its officers, directors and shareholders and hold them harmless from and against any liability (including, without limitation, reasonable attorneys’ fees and expenses) which they may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warranty made by the Executive herein. The Company represents and warrants that this Agreement and the transactions contemplated hereby have been duly authorized by the Company by all necessary corporate and shareholder action, and that the execution, delivery and performance of this Agreement by the Company does not conflict with, or result in the breach or violation by the Company of, its Certificate of Incorporation, Articles of Incorporation or Bylaws or any other agreement to which the Company is a party or by which it is bound. The Company hereby agrees to indemnify the Executive and hold the Executive harmless from and against any liability (including, without limitation, reasonable attorneys’ feesand expenses) which the Executive may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warranty made by the Company herein.  Any indemnity to be paid hereunder shall be payable within thirty (30) days after the Company and the Executive agree that such amounts are owed or there is a final settlement or resolution of the claim or dispute for which the payments are required.

10. Remedies. The parties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof. The Executive agrees that if a lawsuit or other proceeding is brought to enforce the terms of this Agreement or determine the validity of its terms and the Company prevails, the Company will be entitled to recover from the Executive its reasonable attorneys’ fees and court costs. The Executive agrees that these provisions are reasonable.

11. Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to the benefit

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of the Executive and the Executive’s legal representatives and assigns, provided that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by the Executive.  The Company may assign or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation, transfer or sale of all or substantially all of the assets of the Company’s business(provided,  however, that no such assignment or transfer shall have the effect of relieving the Company of any liability to the Executive hereunder or under any other agreement or document contemplated herein), but only if such assignment or transfer does not result in employment terms, conditions, duties or responsibilities which are or may be materially different than the terms, conditions, duties or responsibilities of the Executive hereunder.  If the Company assigns or transfers its rights under this Agreement to a successor corporation, the Executive’s obligations under Section 8 of this Agreement will be construed and enforceable with respect to the business and geographic scope of the Company only and will not be construed or enforceable with respect to the business and geographic scope of any successor corporation to which the Company’s rights may be assigned or transferred to the extent such business or geographic scope is greater than that of the Company at the time of such assignment or transfer.  The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement

12. Modification or Waiver. No amendment, modification, waiver, termination or cancellation of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No course of dealing between or among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

13. Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws principles or rules. To the full extent lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts of the Commonwealth of Virginia located in Waynesboro, Virginia, and in the federal courts in the Western District of Virginia.

14. Excise Taxes.

If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction.

The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

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The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement.  The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced andwill send the Executive and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination.

For purposes of this Section 14, the following terms shall have their respective meanings:

“Accounting Firm” means the independent accounting firm currently engaged by the Company, or a mutually agreed upon independent accounting firm if requested by the Executive; and

“Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment.The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

“Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by the preceding subsections shall be borne by the Company.

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The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by the preceding subsections. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

15. Severability.Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to be protected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and enforceable to the extent provided under applicable law.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.

17. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof and shall not affect the construction or interpretation of this Agreement.

18. Entire Agreement. This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including any prior employment or management continuity agreement under which the Executive hereby agrees to waive all rights and which is hereby terminated.

19. Section 409A.It is intended that any payment or benefit which the Executive is to be paid or provided in connection with this Agreement which is considered to be non-qualified deferred compensation subject to Section 409A of the Code, shall be paid and provided in a manner, and at such time, as complies with, or is exempt from, the applicable requirements of Section 409A of the Code.  In connection with effecting such compliance with, or exemption from, Section 409A of the Code, the following shall apply:

Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with, or exempt from, Section 409A of the Code.

If the Executive is a  “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payment or provision of benefits in connection with the Executive’s separation from service (as determined for purposes of Section 409A of the Code) shall not be made until six (6) months after the Executive’s separation from service or, if earlier, the Executive’s death (the “409A Deferral Period”) as and to the extent required under Section 409A of the Code.  In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.  In the event such benefits are required to be deferred, any such benefits may be provided during the 409A Deferral Period at the Executive’s expense, and the Executive will have the right to reimbursement from the Company as soon as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.

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For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

For purposes of determining time of (but not entitlement to) the payment or provision of non-qualified deferred compensation under this Agreement subject to Section 409A of the Code in connection with the termination of the Executive’s employment, termination of employment will be construed to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that the Executive will not perform any further services after that date or that the level of bona fide services that the Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services the Executive performed over the immediately preceding thirty-six (36) month period.

A“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code shall be determined on the basis of the applicable twelve (12)-month period ending on the specified employee identification date designated by the Company consistently for purposes of this Agreement and similar agreements or, if no such designation is made, based on the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code.

Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is non-qualified deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

LUMOS NETWORKS OPERATING COMPANY LUMOS NETWORKS CORP. LUMOS PAYROLL CORP.
By:	/s/ Timothy G. Biltz
	Timothy G. Biltz
	President and Chief Executive Officer

Executive
By:	/s/ Joseph E. McCourt, Jr.
	Joseph E. McCourt, Jr.

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June25, 2014 (the “Effective Date”) between Mary McDermott(the “Executive”) andLumos Networks Operating Company, a Delaware corporation, Lumos Networks Corp., a Delaware corporation (“Holdings”), and Lumos Payroll Corp., a Virginia corporation (collectively with Lumos Networks Operating Company and Holdings,  the “Company”),recites and provides as follows:

WHEREAS, the Boardof Directors of Holdings (the “Board”) expects that the Executive will continue to make substantial contributions to the growth and prospects of the Company; and

WHEREAS, the Executive will continue to serve the Company in reliance upon the undertakings of the Company contained herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the Company and the Executive agree as follows:

1. Employment.

Position. On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive asSeniorVice President – Legal and Regulatory Affairs throughout the Employment Term (as defined below). At the request of the Board and without additional compensation, the Executive shall also serve as an officer and/or director of any or all of the subsidiaries of the Company.

Duties and Responsibilities.  The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiaries. Subject to the provisions of Section 1(c) below, during the Employment Term the Executive shall devote the Executive’s full business time, skill and attention to the business of the Company and its subsidiaries, and, except as specifically approved by the Board, shall not engage in any other business activity or have any other business affiliation.

Other Activities. Anything in this Agreement to the contrary notwithstanding, as part of the Executive’s business efforts and duties on behalf of the Company, the Executive may participate fully in social, charitable and civic activities, and, if specifically approved by the Board, the Executive may serve on the boards of directors of other companies, provided that such activities do not unreasonably interfere with the performance of and do not involve a conflict of interest with the Executive’s duties or responsibilities hereunder.

2. Employment Term. The “Employment Term” hereunder shall continue in full force and effect until December 31, 2015 unless terminated earlier pursuant to the terms and conditions of this Agreement.  Thereafter, the Employment Term will renew hereunder automatically for successive one-year periods unless either party gives written notice to the other not less than six (6) months prior to the end of Employment Term hereof (or any subsequent anniversary, as the case may be) that such party does not wish the Employment Term to be so extended, and under such circumstances, the Employment Term and this Agreement will terminate by its terms, and without liability to either party, on December 31, 2015 (or such subsequent anniversary, as the case may be).Notwithstanding the foregoing, upon the occurrence of a “Change in Control” (as such term is defined in Section 4(e)(iii)), the Employment Term shall be automatically extended so that the Employment Term shall continue in full force and effect until the date which is twenty-four (24) months from the date of a

Change in Control and thereafter will renew automatically as of such date and successive one-year periods thereafter, unless prior notice is given, as provided above.

3. Compensation. During the Employment Term, the Company will pay and/or otherwise provide the Executive with compensation and related benefits as follows:

Base Salary. The Company agrees to pay the Executive, for services rendered hereunder, a base salary at the annual rate of  $219,732(the “Base Salary”). The Executive’s Base Salary will be reviewed annually throughout the Employment Term by the Compensation Committee of the Board. Notwithstanding anything in this Agreement to the contrary, the Company may reduce the Executive’s Base Salary by up to ten percent (10%) during the Employment Term, but only as part of a salary reduction program pursuant to which the Base Salaries of the Chief Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents who have been designated as “executive officers” by the Board are reduced by the same percentage at the same time and for the same period of time. The Base Salary shall be payable in equal periodic installments, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. The Base Salary for any partial year shall be prorated based upon the number of days elapsed in such year.

Stock-Based Incentive Compensation.At the Board’s discretion, the Executive shall be eligible to participate in the Company’s stock-based incentive compensation plan pursuant to its terms (“Stock-Based Incentive Payment”).

Supplemental Retirement Plan. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in the Company’s Executive Supplemental Retirement Plan according to the terms thereof (including the freezing of the accumulation of benefits under such plan as of December 31, 2012), and the Executive’s designation as a participant in such plan shall not be revoked or rescinded prior to the termination of the Executive’s employment with the Company.

Team Incentive Plan.The Executive shall be eligible to participate in the Company’s team incentive plan with an annual incentive target of fifty percent (50%)of Base Salary (“Incentive Payment”), subject to achievement of such program’s objectives and final approval of the Board. Notwithstanding the foregoing or the terms of the team incentive plan, the full Incentive Payment the Executive is eligible to receive under the team incentive planbased on objective performance factors must be paid and cannot be reduced or eliminated as a result of individual performance factors other than as a result of a good faith determination by the Board.  The Incentive Payment, if any, shall be payable on or before the March 15 immediately following the end of the year in which the Incentive Payment vests and is no longer subject to a substantial risk of forfeiture within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Benefits. During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives to the extent the Executive is entitled to so participate according to the terms of those plans. In addition to the foregoing compensation, the Company agrees that it shall provide to the Executive a monthly automobile allowance pursuant to Company policy payable in equal periodic installments, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

Vacation. The Executive shall be entitled to a minimum of four  (4)  weeks of vacation annually, during which time the Executive shall receive compensation in accordance with the terms of this Agreement.

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Term Life Insurance.Subject to availability at non-rated premiums with no premium gross-up, during the Employment Term, and in addition to any other benefits to which Executive shall be entitled, the Company agrees to pay the premiums on a term life insurance contract covering the Executive that pays a death benefit of at least $421,000.  The Company in its discretion shall select the term life insurance contract on which it will pay the premiums; but the Executive shall be the owner of such contract and will be or will designate the beneficiary of such contract. The Company will include and report such premium payments in the Executive’s taxable income to the extent required under applicable law.  Such premium payments shall be paid on or before the March 15 immediately following the end of the year in which the premiums on such term life insurance contract accrued (provided the Executive was employed at such time).  Notwithstanding any other provision of this Agreement, in the event the term life insurance contract described herein extends beyond the termination of Executive’s employment with the Company, the Executive, and not the Company, shall be obligated to pay the premiums on such term life insurance contract accruing after the Executive’s termination of employment with the Company.Notwithstanding any other provision of this Agreement, if the Company’s preferred insurance providers, for whatever reason, are unwilling to insure the Executive on commercially reasonable terms, the Company will pay to the Executive an annual amount equal to the average life insurance premium paid to insure other Executives on a prorated cost per thousand basis in lieu of the term life insurance described in this paragraph.  Such annual amount (prorated if the Executive is not employed for the full year) shall be paid on or before the March 15 immediately following the end of the year in which such term life insurance contract otherwise would have been provided.

4. Termination of Employment.

By the Company For Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(f)(i)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonabledetail the basis upon which such termination is made). Notwithstanding the foregoing, in no event, shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment may be terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term shall be terminated; provided, however, that such termination shall not divest the Executive of any previously vested benefit or right unless the terms of such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination payable as described above.  The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with, and payable at the same time set forth in, the Company’s policy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses payable in accordance with the Company’s  applicable employee benefit plans (the payments and benefits described in this subsection (a) herein after referred to as the “Standard Termination Payments”).

Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this

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Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the last sentence of this subsection (b)), payable no later than two and a half (2 ½)months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

By the Company Without Cause.

The Company may terminate the Executive’s employment under this Agreement at any time without Cause (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s death or disability. The Company shall provide writtennotice of termination to the Executive, which notice shall specify the effective date of such termination and that the termination is without Cause (the “Termination Date”). If the Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above.  Thereafter, conditioned upon the Executive executing and not revoking an effective general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after termination of the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release).  Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to seventy-five percent (75%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.

Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date.

The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above).

During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis).  In lieu of medical and dental

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coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dentalbenefits not less favorable than the medical and dentalbenefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits.

Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release.  Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Executive.  The Executive may terminate the Executive’s employment, and any further obligations which the Executive may have to perform services on behalf of the Company hereunder at any time after the date hereof; by sending written notice of termination to the Company not less than sixty (60) days prior to the effective date of such termination. During such sixty (60) day period, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above.  Except as provided below, if the Executive shall elect to terminate the Executive’s employment hereunder (other than as a result of the Executive’s death or disability), then the Executive shall remain vested in all vested benefits provided for hereunder or under any benefit plan of the Company in which the Executive is a participant and shall be entitled to receive the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments (as set forth above), but the Company shall have no further obligation to make payments or provide benefits to the Executive under Section 3 hereof. Anything in this Agreement to the contrary notwithstanding, the termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 4(f)(ii)), shall be deemed to be a termination of the Executive’s employment without Cause by the Company for purposes of this Agreement, and the Executive shall be entitled to the payments and benefits set forth in Section 4(c) above, payable as and upon the terms described above,subject to the Executive executing and not revoking a general release in favor of the Company, the Board and their affiliates, in a form mutually acceptable to both parties hereto, within sixty (60) days after the termination of Executive’s employmentsubject to subsection 4(c)(v) above and Section 19 below.  Notwithstanding the foregoing, in no event shall any termination of employment by the Executive be deemed for Good Reason unless the Executive terminates employment within one hundred eighty (180) days of when the Executive learns of the act or conduct that constitutes Good Reason.

Change in Control.  Notwithstanding anything to the contrary above, in the event of a termination of the Executive’s employment without Cause by the Company, or by the Executive for Good Reason, in contemplation of or within the one (1) yearperiod after a Change in Control (a “Change in Control Termination”), the Termination Period shall be the twenty-four (24) months beginning immediately after the Termination Date for purposes of calculating payments and other benefits to be made by the Company to the Executive. The Executive’s employment will be considered to have been terminated “in contemplation of” a Change in Control only if the Company makes a public announcement or files a report or proxy statement with the Securities and Exchange Commission disclosing a transaction or series of transactions which, if completed, would constitute a Change in Control and the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, during the period beginning with such disclosure and ending on

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the earlier of (x) the date that the Board, acting in good faith, adopts a resolution stating that the transaction or series of transactions will not be completed or (y) the date that such transaction or series of transactions is completed.

Definitions. For purposes of this Agreement, the following definitions will apply:

Cause.The term “Cause” means:  (i) gross or willful misconduct; (ii) willful and repeated failure to comply with the lawful directives of the Board or any supervisory personnel; (iii) any criminal act or act of dishonesty or willful misconduct that has a material adverse impact on the property, operations, business or reputation of the Company or its subsidiaries or any act of fraud, dishonesty or misappropriation involving the Company or its subsidiaries; (iv) any conviction or plea of guilty or nolocontendere to a felony (other than traffic offenses) or a crime involving dishonesty; (v) the material breach of the terms of any confidentiality, non-competition, non-solicitation or employment agreement the employee has with the Company or its subsidiaries; (vi) acts of malfeasance or negligence in a matter of material importance to the Company or its subsidiaries; (vii) the material failure to perform the duties and responsibilities of employee’s position after written notice and a reasonable opportunity to cure (not to exceed ninety (90) days); (viii) grossly negligent conduct; or (ix) activities materially damaging to the property, operations, business or reputation of the Company or its subsidiaries (it being understood that conduct or activities pursuant to employee’s exercise of good faith business judgment shall not be in violation of  this Section 4(f)(i). 

Good Reason.“Good Reason” means, after written notice by the Executive to the Board, and a reasonable opportunity for the Company to cure (not to exceed forty-five (45) days), that (i) the Executive’s Base Salary is not paid or is reduced by more than ten percent (10%) in the aggregate or other than as part of a salary reduction program pursuant to which the Base Salaries of the Chief Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents who have been designated as ‘Executive Officers’ by the Board are reduced by the same percentage at the same time and for the same period of time, (ii) the Executive’s target Incentive Paymentis reduced, (iii) the Executive’s job duties and responsibilities are diminished(additionally, any diminution in the Executive’s job duties and responsibilities after notice of non-renewal of the Employment Term is given by either party shall not be considered “Good Reason” hereunder),(iv) the Executive is required to relocate to a facility more than 50 miles from Waynesboro, Virginia, (v) the Executive is not provided benefits (e.g., health insurance) that are comparable in all material respects to those previously provided to the Executive, (vi) the Executive is directed by the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to engage in conduct that Company counsel, or mutually agreed upon counsel if requested by the Executive, has advised is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal), or (vii) the Executive is directed by the Board or an officer of the Company or an affiliate (or the Company’s successor or an affiliate thereof) to refrain from acting and Company counsel, or mutually agreed upon counsel if requested by the Executive,has advised that such failure to act is likely to be illegal and that such counsel states with specificity why such direction is likely to be illegal (including a proposal for modification of such direction which in counsel’s opinion would not be likely to be illegal). If the Executive is directed to engage in conduct that she reasonably believes is likely to be illegal or to refrain from acting and the Executive reasonably believes that such failure to act is likely to be illegal, the Executive can express such reservations to the Board or directing officer, and the Company shall, at its expense, engage Company counsel, or mutually agreed upon counsel if requested by the Executive, to advise as to whether such conduct or failure to act is likely to be illegal. Subject to the last sentence of Section 4(d) hereof, if any of the events occur that would entitle the Executive to terminate the Executive’s employment for Good Reason hereunder and the Executive does not exercise such right to terminate the Executive’s employment, any such failure shall not operate to waive the Executive’s right to terminate the Executive’s employment for that or any subsequent action or actions, whether similar or dissimilar, that would constitute Good Reason. For purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered “Good Reason” hereunder.

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Change in Control.  “Change in Control” means any of the following described in clauses (I) through (IV) below, provided that a “Change in Control” shall not mean any event listed in clauses (I) through (IV) that occurs directly or indirectly as a result of or in connection with Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners – A LP, a Delaware limited partnership, and Quadrangle NTELOS Holdings II LP, a Delaware limited partnership (collectively the “Quadrangle Entities”) and/or their Affiliates, related funds and co-investors becoming the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities, or the shareholders of Holdings approve a merger, consolidation or reorganization of Holdings with any other company and such merger, consolidation or reorganization is consummated, and after such merger, consolidation or reorganization any of the Quadrangle Entities or their respective Affiliates, related funds and co-investors acquire more than fifty-one percent (51%) of the combined voting power of Holdings’ then outstanding securities:

any Person is or becomes the owner or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holdings representing more than fifty-one percent (51%) of the combined voting power of the then outstanding securities;

consummation of a merger, consolidation or reorganization of Holdings with any other company, or a sale of all or substantially all the assets of Holdings (a “Transaction”), other than a Transaction that would result in the voting securities of Holdings outstanding immediately prior thereto continuing to represent either directly or indirectly more than fifty-one percent (51%) of the combined voting power of the then outstanding securities of Holdings or such surviving or purchasing entity;

the shareholders of Holdings approve a plan of complete liquidation of Holdings and such liquidation is consummated; or

During any period of twelve (12) consecutive months commencing on November 1, 2011, (i) the individuals who constituted the Board on November 1, 2011, and (ii) any new director who either (A) was elected by the Board or nominated for election by Holdings’ stockholders and whose election or nomination was approved by a vote of more than fifty percent (50%) of the directors then still in office who either were directors on November 1, 2011, or whose election or nomination for election was previously so approved or (B) was appointed to the Board pursuant to the designation of Quadrangle Entities, cease for any reason to constitute a majority of the Board.

For purposes of the foregoing, “Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

For purposes of the foregoing, “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.

5. Confidential Information.The Executive understands and acknowledges that during the Executive’s employment with the Company, the Executive has been and will be making use of, acquiring or adding to the Company’s Confidential Information (as defined below). In order to protect the Confidential

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Information, the Executive will not, during the Executive’s employment with the Company or at any time thereafter, in any way utilize any of the Confidential Information except in connection with the Executive’s employment by the Company. The Executive will not at any time use any Confidential Information for the Executive’s own benefit or the benefit of any person except the Company. At the end of the Executive’s employment with the Company, the Executive will surrender and return to the Company any and all Confidential Information in the Executive’s possession or control, as well as any other Company property that is in the Executive’s possession or control. The Executive acknowledges and agrees that any breach of this Section 5 would be a material breach of this Agreement. The term “Confidential Information” shall mean any information that is confidential and proprietary to the Company and is not known or made available to the public (other than as a result of a breach of this Agreement by the Executive), including but not limited to the following general categories:

trade secrets;

lists and other information about current and prospective customers;

plans or strategies for sales, marketing, business development, or system build-out;

sales and account records;

prices or pricing strategy or information;

current and proposed advertising and promotional programs;

engineering and technical data;

the Company’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; personnel information;

legal advice and strategies; and

other information of a similar nature not known or made available to the public or the Company’s Competitors (as defined in Section 8).

Confidential Information includes any such information that the Executive may prepare or create during the Executive’s employment with the Company, as well as such information that has been or may be created or prepared by others. This promise of confidentiality is in addition to any common law or statutory rights of the Company to prevent disclosure of its Trade Secrets and/or Confidential Information.

6. Return of Documents. All writings, records and other documents and things containing any Confidential Information in the Executive’s custody or possession shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without retaining any copies, upon the termination of the Executive’s employment or at any time as requested by the Company.

7. Reaffirm Obligations. Upon termination of the Executive’s employment with the Company, the Executive shall, if requested by the Company, reaffirm in writing Employee’s recognition of the importance of maintaining the confidentiality of the Company’s proprietary information and trade secrets and reaffirm all of the obligations set forth in Section 5 of this Agreement.

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8. Non-Compete; Non-Solicitation. The Executive agrees that:

While the Executive is employed by the Company, the Executive will not, directly or indirectly, compete with the business conducted by the Company, and the Executive will not, directly or indirectly, provide any services to a Competitor.

For a period of twelve  (12) months (the “Non-Competition Period”)after the Executive’s employment with the Company ends for any reason, the Executive will not compete with the Company by performing or causing to be performed the same or similar types of duties or services that the Executive performed for the Company for a Competitor of the Company inany capacity whatsoever, directly or indirectly, within any city or county of the continental United States in which, at the time the Executive’s employment with the Company ends, the Company provides services or products, offers to provide services or products, or has documented plans to provide or offer to provide services or products within the Non-Competition Period provided that the Executive has knowledge of those plans at the time the Executive’s employment with the Company ends (the “Service Area”).  Additionally, the Executive agrees that during the Non-Competition Period, the Executive will not, directly or indirectly, sell, attempt to sell, provide or attempt to provide, any wireline telecommunication services, including but not limited to internet services, to any person or entity who was a customer or an actively sought prospective customer of the Company, at any time during the Executive’s employment with the Company. The restrictions set forth above shall immediately terminate and shall be of no further force or effect in the event of a default by the Company in the payment of any consideration, if any, to which the Executive is entitled under Section 8(i) below, which default is not cured within thirty (30) days after written notice thereof. The Executive acknowledges and agrees that because of the nature of the Company’s business, the nature of the Executive’s job responsibilities, and the nature of the Confidential Information and Trade Secrets of the Company which the Company will give the Executive access to, any breach of this provision by the Executive would result in the inevitable disclosure of the Company’s Trade Secrets and Confidential Information to its direct competitors.

While the Executive is employed by the Company and during the Non-Competition Period, the Executive will not, directly or indirectly, solicit or encourage any employee of the Company to terminate employment with the Company; hire, or cause to be hired, for any employment by a Competitor, any person who within the preceding twelve (12) month period has been employed by the Company, or assist any other person, firm, or corporation to do any of the acts described in this subsection (c).

The Executive acknowledges and agrees that the Company has a legitimate business interest in preventing her from engaging in activities competitive with it as described in this Section 8 and that any breach of this Section 8 would constitute a material breach of this Section 8 and this Agreement.

The Company may notify anyone employing the Executive or evidencing an intention to employ the Executive during the Non-Competition Period as to the existence and provisions of this Agreement and may provide such person or organization a copy of this Agreement.The Executive agrees that the Executive will provide the Company with a notice containing the identity of any employer the Executive plans to go to work for during the Non-Competition Period along with the Executive’s anticipated job title, anticipated job duties with any such employer, and anticipated start date.The Company will analyze the proposed employment and make a determination as to whether it would violate this Section 8. The Company will notify the Executive in writing within ten (10) business days following the receipt of the Executive’s notice as to whether or not the Company objects to the proposed employment. The Executive further agrees to provide a copy of this Agreement to anyone who employs the Executive during the Non-Competition Period.

The Executive acknowledges and agrees that this Section 8 is intended to limit the Executive’s right to compete only to the extent necessary to protect the Company’slegitimate business interest. The Executive acknowledges and agrees that the Executive will be reasonably able to earn a livelihood without violating the terms of this Section 8. If any of the provisions of this Section 8 should ever be deemed to exceed

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the time, geographic area, or activity limitations permitted by applicable law, the Executive agrees that such provisions may be reformed to the maximum time, geographic area and activity limitations permitted by applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such provisions. In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further benefits under this Agreement, including but not limited to the consideration set forth in subsection (i) below as well as any additional payments, compensation, benefits or severance pay she may otherwise be entitled to receive under this Agreement. Additionally, in the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive agrees to repay the Company for any of the consideration set forth in subsection (i) below that the Executive received prior to the breach as well as any additional payments, compensation, benefits or severance pay the Executive might otherwise have previously received under Section 4(c) of this Agreement.

For purposes of this Section 8, the following definitions will apply:

“Directly or indirectly” as used in this Agreement includes an interest in or participation in a business as an individual, partner, shareholder, owner, director, officer, principal, agent, employee, consultant, trustee, lender of money, or in any other capacity or relation whatsoever. The term includes actions taken on behalf of the Executive or on behalf of any other person. “Directly or indirectly” does not include the ownership of less than five percent (5%) of the outstanding shares of any corporation, if such shares are publicly traded in the over-the-counter market or listed on a national securities exchange.

“Competitor” as used in this Agreement means any person, firm, association, partnership, corporation or other entity that competes or attempts to compete with the Company by providing or offering to provide wireline telecommunication services, including but not limited to internet services, within any city or county in which the Company provides or offers those services or products.

Notwithstanding any other provision of this Section 8, the Executive will not be considered to have violated any prohibition against competing with the Company for engaging in any of the following activities: (1) being employed or retained by (i) any parent, subsidiary or affiliate organization of any Competitor where that parent, subsidiary or affiliate organization does not itself, and the Executive’s employment will not cause the Executive to, compete or attempt to compete with the Company by providing or offering to provide wireline telecommunications services, including but not limited to internet services, within the Service Area or (ii) any Competitor, directly or indirectly, so long as Executive’s employment or service does not relate to (A) working principally within the Service Area or (B) activities that would benefit the Competitor principally within the Service Area and in each of (A) or (B) the Service Area is not the Primary Focus of the business operations of the Competitor; or (2) working or providing services within the Service Area so long as the Executive’s employment or service does not relate to the type ofservices provided or offered by the Company within that Service Area or to services for which the Company has documented plans to provide, offer or supply within that Service Area at the time of Executive’s termination of employment; or (3) selling or attempting to sell wireline telecommunications services, including but not limited to internet services, so long as the services or products, which the Executive is selling or attempting to sell to a customer, do not relate to the type of services or products provided or offered by the Company to such customer or for which the Company has documented plans to provide, offer or supply to such customer at the time of Executive’s termination of employment; provided , however , that the Executive is nevertheless prohibited from: (i) selling, attempting to sell, and providing or attempting to provide, to any person who was a customer, or who was actively sought as a customer, of the Company at the time of Executive’s termination of employment any wireline telecommunications services, including but not limited to internet services, that are the type of services or products that the Company sold, attempted to sell or provided or attempted to provide to such customer as described in (b) above and (ii) soliciting or encouraging any employee of the Company to terminate employment or taking any other of the prohibited actions as described in (c) above.  For purposes hereof, “Primary Focus” with respect to a Competitor means that more than twenty-five percent (25%) of the consolidated revenues of such Competitor were derived from such Competitor’s and its consolidated

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subsidiaries’ wireline telecommunications services, including but not limited to internet services, in the Service Area in the Competitor’s most recently completed fiscal year before any applicable date of determination.

In consideration of the Executive’s undertakings set forth in this Section 8 with respect to periods after termination of employment, but only in the event that the Executive is entitled to the benefits and payments under Section 4(c) above,subject to subsection 4(c)(v) and Section 19 below, the Company will pay the Executive an amount equal to twenty-fivepercent (25%) of her Base Salary during the Termination Period, in such periodic installments, not less frequently than monthly, as her Base Salary was being paid immediately prior to termination of employment, with a lump sum payment on the sixtieth (60) day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, no less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law.In the event the Executive is not entitled to the benefits and payments under Section 4(c) above, the Company will not pay the Executive any of the consideration set forth in this Section 8(i).

In the event the Executive breaches any of the restrictions or provisions set forth in this Section 8, the Executive waives and forfeits any and all rights to any further payments under subsection (i) or otherwise under this Agreement and agrees to return to the Company the gross amount of any amounts previously paid, and the value of any benefits previously provided under this Agreement.  This waiver and forfeiture shall be effective even in the event a court refuses to enforce the restrictions set forth in this Section 8.

The Executive and the Company acknowledge and agree that no part of this Section 8 or of Sections 5, 6 or 7 are intended to (i) restrict the Executive’s right to practice law after the Executive’s employment with the Company ends or (ii) relieve the Executive from, or cause the Executive to violate, any of her duties or responsibilities (ethical or otherwise) as an attorney admitted to practice in the Commonwealth of Virginia.  None of the provisions of Sections 5, 6, 7 or 8 shall be deemed a restriction on the Executive’s right to practice law after the Executive’s employment with the Company ends or be interpreted in a way that would be a violation of the Executive’s duties or responsibilities (ethical or otherwise) as an attorney admitted to practice in the Commonwealth of Virginia.  The Executive and the Company agree that Sections 5, 6, 7 and 8 will be interpreted to mean the maximum restrictions on Executive otherwise permitted by the applicable guidelines of professional conduct for attorneys admitted to practice in the Commonwealth of Virginia, so as to restrict Executive’s activities consistent with Sections 5, 6, 7 or 8 without limiting her from practicing law after the Executive’s employment with the Company ends.

9. Representations. The Executive represents and warrants to the Company that the execution, delivery and performance of this Agreement by the Executive does not conflict with, or result in the breach by the Executive or violation by the Executive of, any other agreement to which the Executive is a party or by which the Executive is bound. The Executive hereby agrees to indemnify the Company, its officers, directors and shareholders and hold them harmless from and against any liability (including, without limitation, reasonable attorneys’ fees and expenses) which they may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warranty made by the Executive herein. The Company represents and warrants that this Agreement and the transactions contemplated hereby have been duly authorized by the Company by all necessary corporate and shareholder action, and that the execution, delivery and performance of this Agreement by the Company does not conflict with, or result in the breach or violation by the Company of, its Certificate of Incorporation, Articles of Incorporation or Bylaws or any other agreement to which the Company is a party or by which it is bound. The Company hereby agrees to indemnify the Executive and hold the Executive harmless from and against any liability (including, without limitation, reasonable attorneys’ feesand expenses) which the Executive may at any time suffer or incur arising out of or relating to any breach of an agreement, representation or warranty made by the Company herein.  Any indemnity to be paid hereunder shall be payable within thirty (30) days after the Company and the Executive agree that such amounts are owed or there is a final settlement or resolution of the claim or dispute for which the payments are required.

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10. Remedies. The parties hereto agree that the Company would suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Executive of any of the provisions of this Agreement, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof. The Executive agrees that if a lawsuit or other proceeding is brought to enforce the terms of this Agreement or determine the validity of its terms and the Company prevails, the Company will be entitled to recover from the Executive its reasonable attorneys’ fees and court costs. The Executive agrees that these provisions are reasonable.

11. Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the Company and its affiliates and their successors and assigns, and shall be binding upon and inure to the benefit of the Executive and the Executive’s legal representatives and assigns, provided that in no event shall the Executive’s obligations to perform services for the Company and its affiliates be delegated or transferred by the Executive.  The Company may assign or transfer its rights hereunder to a successor corporation in the event of a merger, consolidation, transfer or sale of all or substantially all of the assets of the Company’s business(provided,  however, that no such assignment or transfer shall have the effect of relieving the Company of any liability to the Executive hereunder or under any other agreement or document contemplated herein), but only if such assignment or transfer does not result in employment terms, conditions, duties or responsibilities which are or may be materially different than the terms, conditions, duties or responsibilities of the Executive hereunder.  If the Company assigns or transfers its rights under this Agreement to a successor corporation, the Executive’s obligations under Section 8 of this Agreement will be construed and enforceable with respect to the business and geographic scope of the Company only and will not be construed or enforceable with respect to the business and geographic scope of any successor corporation to which the Company’s rights may be assigned or transferred to the extent such business or geographic scope is greater than that of the Company at the time of such assignment or transfer.  The Executive may not transfer or assign the Executive’s rights and obligations under this Agreement

12. Modification or Waiver. No amendment, modification, waiver, termination or cancellation of this Agreement shall be binding or effective for any purpose unless it is made in a writing signed by the party against whom enforcement of such amendment, modification, waiver, termination or cancellation is sought. No course of dealing between or among the parties to this Agreement shall be deemed to affect or to modify, amend or discharge any provision or term of this Agreement. No delay on the part of the Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercises thereof. A waiver of a right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

13. Governing Law; Jurisdiction. This Agreement and all rights, remedies and obligations hereunder, including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws principles or rules. To the full extent lawful, each of the Company and the Executive hereby consents irrevocably to personal jurisdiction, service and venue in connection with any claim or controversy arising out of this Agreement in the courts of the Commonwealth of Virginia located in Waynesboro, Virginia, and in the federal courts in the Western District of Virginia.

14. Excise Taxes.

If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any

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restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction.

The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.

The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement.  The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced andwill send the Executive and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination.

For purposes of this Section 14, the following terms shall have their respective meanings:

“Accounting Firm” means the independent accounting firm currently engaged by the Company, or a mutually agreed upon independent accounting firm if requested by the Executive; and

“Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment.The determination of the Net After

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Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

“Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by the preceding subsections shall be borne by the Company.

The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by the preceding subsections. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

15. Severability.Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement. If any provision contained in Sections 5 or 8 of this Agreement shall for any reason be held to be excessively broad or unreasonable as to time, territory, or interest to be protected, a court is hereby empowered and requested to construe such provision by narrowing it so as to make it reasonable and enforceable to the extent provided under applicable law.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.

17. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof and shall not affect the construction or interpretation of this Agreement.

18. Entire Agreement. This Agreement (together with all documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, including any prior employment or management continuity agreement under which the Executive hereby agrees to waive all rights and which is hereby terminated.

19. Section 409A.It is intended that any payment or benefit which the Executive is to be paid or provided in connection with this Agreement which is considered to be non-qualified deferred compensation subject to Section 409A of the Code, shall be paid and provided in a manner, and at such time, as complies with, or is exempt from, the applicable requirements of Section 409A of the Code.  In connection with effecting such compliance with, or exemption from, Section 409A of the Code, the following shall apply:

Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with, or exempt from, Section 409A of the Code.

If the Executive is a  “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payment or provision of benefits in connection with the Executive’s separation from service (as

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determined for purposes of Section 409A of the Code) shall not be made until six (6) months after the Executive’s separation from service or, if earlier, the Executive’s death (the “409A Deferral Period”) as and to the extent required under Section 409A of the Code.  In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.  In the event such benefits are required to be deferred, any such benefits may be provided during the 409A Deferral Period at the Executive’s expense, and the Executive will have the right to reimbursement from the Company as soon as, and within thirty (30) days after, the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.

For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.

For purposes of determining time of (but not entitlement to) the payment or provision of non-qualified deferred compensation under this Agreement subject to Section 409A of the Code in connection with the termination of the Executive’s employment, termination of employment will be construed to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that the Executive will not perform any further services after that date or that the level of bona fide services that the Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services the Executive performed over the immediately preceding thirty-six (36) month period.

A“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code shall be determined on the basis of the applicable twelve (12)-month period ending on the specified employee identification date designated by the Company consistently for purposes of this Agreement and similar agreements or, if no such designation is made, based on the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code.

Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is non-qualified deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

15

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

LUMOS NETWORKS OPERATING COMPANY LUMOS NETWORKS CORP. LUMOS PAYROLL CORP.
By:	/s/ Timothy G. Biltz
	Timothy G. Biltz
	President and Chief Executive Officer

Executive
By:	/s/ Mary McDermott
	Mary McDermott

16

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Timothy G. Biltz, certify that:

1.I have reviewed this quarterly report on Form 10-Q for thethree and six months ended June 30, 2014of Lumos Networks 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):

(a) 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

(b) 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:  August 6, 2014

/s/ Timothy G. Biltz

Timothy G. Biltz

President andChief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Johan G. Broekhuysen, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the three and six monthsended June 30, 2014of Lumos Networks 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):

(a) 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

(b) 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:  August  6, 2014

/s/ Johan G. Broekhuysen

Johan G. Broekhuysen

Interim Chief Financial Officer, Chief Accounting Officer and Corporate Controller

EX-32.1

Exhibit 32.1

LUMOS NETWORKS CORP.

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 thequarterly report of Lumos Networks Corp. (the “Company”) on Form 10-Q for the three and six monthsended June 30, 2014(the “Report”), I, Timothy G. Biltz,  President and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 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.

/s/ Timothy G. Biltz

Timothy G. Biltz

President and Chief Executive Officer

August  6, 2014

EX-32.2

Exhibit 32.2

LUMOS NETWORKS CORP.

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 Lumos NetworksCorp. (the “Company”) on Form 10-Q for the three and six monthsended June 30, 2014(the “Report”), I, Johan G. Broekhuysen,  Interim Chief Financial Officer, Chief Accounting Officer and Corporate Controller of the Company, do hereby certify, pursuant to 18 U.S.C. 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.

/s/ Johan G. Broekhuysen

Johan G. Broekhuysen

Interim Chief Financial Officer, Chief Accounting Officer and Corporate Controller

August  6, 2014

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Disclosures About Segments Of An Enterprise And Related Information (Summarized Financial Information Of Reportable Segments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Segment Reporting Information [Line Items]
Operating revenues	$ 50,165		$ 52,311		$ 100,255		$ 104,845
Network access costs	10,190		10,501		20,904		21,655
Network operating costs	10,430		10,680		20,793		20,721
Other general and administrative expenses	8,057		8,216		15,626		16,195
Adjusted EBITDA	22,723	[1]	24,551	[1]	45,290	[1]	49,246	[1]
Capital expenditures	19,171		11,692		37,288		26,724
Data [Member]
Segment Reporting Information [Line Items]
Operating revenues	26,707		25,706		52,844		51,075
Network access costs	3,919		3,879		8,093		7,910
Network operating costs	5,761		5,239		11,683		10,245
Other general and administrative expenses	3,632		3,233		6,956		6,441
Adjusted EBITDA	13,395	[1]	13,355	[1]	26,112	[1]	26,479	[1]
Capital expenditures	13,457		9,998		24,794		20,334
R&SB [Member]
Segment Reporting Information [Line Items]
Operating revenues	18,290		20,453		36,937		41,510
Network access costs	6,271		6,622		12,811		13,745
Network operating costs	4,302		4,903		8,417		9,477
Other general and administrative expenses	2,487		2,572		4,935		5,235
Adjusted EBITDA	5,230	[1]	6,356	[1]	10,774	[1]	13,053	[1]
Capital expenditures	2,599		1,536		4,987		3,101
RLEC Access [Member]
Segment Reporting Information [Line Items]
Operating revenues	5,168		6,152		10,474		12,260
Network operating costs	367		538		693		999
Other general and administrative expenses	703		774		1,377		1,547
Adjusted EBITDA	4,098	[1]	4,840	[1]	8,404	[1]	9,714	[1]
Capital expenditures			454				623
Corporate (Unallocated) [Member]
Segment Reporting Information [Line Items]
Other general and administrative expenses	1,235		1,637		2,358		2,972
Capital expenditures	$ 3,115		$ (296)		$ 7,507		$ 2,666

[1] The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP measure), defined by the Company as net income or loss attributable to Lumos Networks Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income or loss attributable to noncontrolling interests, other income or expenses, equity-based compensation charges, acquisition-related charges, amortization of actuarial losses on retirement plans, employee separation charges, restructuring-related charges, gain or loss on settlements and gain or loss on interest rate swap derivatives. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures, including the Company’s reasons for using this non-GAAP financial measure.

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Income Taxes (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Tax [Line Items]
Income tax expense	$ 2,711,000	$ 3,241,000	$ 5,689,000	$ 7,573,000
Federal [Member]
Income Tax [Line Items]
Net operating losses	11,800,000		11,800,000
State [Member]
Income Tax [Line Items]
Net operating losses	$ 15,000,000		$ 15,000,000
Minimum [Member]
Income Tax [Line Items]
NOL expiration range			2022
Maximum [Member]
Income Tax [Line Items]
NOL expiration range			2034

XML

Equity (Summary Of Activity And Status Of Equity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Stockholders Equity [Line Items]
Balance			$ 87,006
Net income attributable to Lumos Networks Corp.	3,846	4,762	7,908	11,171
Other comprehensive income, net of tax	27	189	81	378
Equity-based compensation expense			1,532
Excess tax benefits from share-based compensation			149
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits)			525
Stock options exercises, shares			128
Stock option exercises			1,592
Cash dividends declared ($0.28 per share)			(6,235)
Net income attributable to noncontrolling interests			55
Balance	92,613		92,613
Cash dividends declared, per share	$ 0.14	$ 0.14	$ 0.28	$ 0.28
Common Stock [Member]
Stockholders Equity [Line Items]
Balance			222
Balance, December 31, 2013, shares			22,158
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits)			2
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits), shares			93
Stock options exercises, shares			128
Balance	224		224
Balance, June 30, 2014, shares	22,379		22,379
Treasury Stock [Member]
Stockholders Equity [Line Items]
Balance			(404)
Balance, December 31, 2013, shares			49
Net income attributable to Lumos Networks Corp.
Other comprehensive income, net of tax
Equity-based compensation expense
Excess tax benefits from share-based compensation
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits)			395
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits), shares			(46)
Stock option exercises
Cash dividends declared ($0.28 per share)
Net income attributable to noncontrolling interests
Balance	(9)		(9)
Balance, June 30, 2014, shares	3		3
Additional Paid-In Capital [Member]
Stockholders Equity [Line Items]
Balance			138,166
Equity-based compensation expense			1,532
Excess tax benefits from share-based compensation			149
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits)			128
Stock option exercises			1,592
Balance	141,567		141,567
Accumulated Deficit [Member]
Stockholders Equity [Line Items]
Balance			(47,578)
Net income attributable to Lumos Networks Corp.			7,908
Cash dividends declared ($0.28 per share)			(6,235)
Balance	(45,905)		(45,905)
Accumulated Other Comprehensive Loss, Net Of Tax [Member]
Stockholders Equity [Line Items]
Balance			(4,073)
Other comprehensive income, net of tax			81
Balance	(3,992)		(3,992)
Total Lumos Networks Corp. Stockholders' Equity [Member]
Stockholders Equity [Line Items]
Balance			86,333
Net income attributable to Lumos Networks Corp.			7,908
Other comprehensive income, net of tax			81
Equity-based compensation expense			1,532
Excess tax benefits from share-based compensation			149
Restricted shares issued, shares issued through the employee stock purchase plan and 401(k) matching contributions (net of shares reacquired through restricted stock forfeits)			525
Stock option exercises			1,592
Cash dividends declared ($0.28 per share)			(6,235)
Balance	91,885		91,885
Noncontrolling Interests [Member]
Stockholders Equity [Line Items]
Balance			673
Net income attributable to noncontrolling interests			55
Balance	$ 728		$ 728

XML

Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014
Commitments And Contingencies [Abstract]
Purchase commitments relating to capital expenditures	$ 10.7

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Fair Value Of Financial Instruments (Schedule Of Carrying Amounts And Estimated Fair Values Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Capital lease obligations	$ 5,194	$ 6,353
Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit Facility	372,250	373,625
Capital lease obligations	5,194	6,353
Fair Value (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Credit Facility	378,717	366,955
Capital lease obligations	$ 5,194	$ 6,353

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Summary Of Significant Accounting Policies (Schedule Of Future Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014
Finite-Lived Intangible Assets [Line Items]
Remainder of 2014	$ 4,593
2015	4,807
2016	2,575
2017	2,256
2018	1,944
2019	1,665
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Remainder of 2014	4,512
2015	4,644
2016	2,412
2017	2,093
2018	1,781
2019	1,513
Trademarks And Franchise Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Remainder of 2014	81
2015	163
2016	163
2017	163
2018	163
2019	$ 152

XML

Supplementary Disclosures Of Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2014

Supplementary Disclosures Of Cash Flow Information [Abstract]

Supplementary Disclosures Of Consolidated Statements Of Cash Flows

	Six Months Ended June 30,
(In thousands)		2014		2013
Cash payments for:
Interest (net of amounts capitalized)	$	6,198	$	5,793
Income taxes		141		933
Cash receipts for:
Income tax refunds		216		16
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable and other accrued liabilities		1,795		4,989
Obligations incurred under capital leases		36		6,384
Dividends declared on common stock not paid		3,131		3,062

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Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Net income attributable to Lumos Networks Corp.	$ 3,846	$ 4,762	$ 7,908	$ 11,171
Less: net income attributable to Lumos Networks Corp. allocable to participating securities	(94)	(134)	(191)	(276)
Numerator for basic and diluted earnings per common share	$ 3,752	$ 4,628	$ 7,717	$ 10,895
Weighted average basic shares outstanding	22,268	21,962	22,209	21,824
Less: weighted average participating securities and nonvested performance-based restricted shares	(566)	(725)	(557)	(612)
Denominator for basic earnings per common share	21,702	21,237	21,652	21,212
Plus: potentially dilutive restricted shares and stock options	412	229	360	125
Denominator for diluted earnings per common share	22,114	21,466	22,012	21,337
Earnings per share - basic	$ 0.17	$ 0.22	$ 0.36	$ 0.51
Earnings per share - diluted	$ 0.17	$ 0.22	$ 0.35	$ 0.51

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Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Long-Term Debt [Abstract]
Credit facility	$ 372,250	$ 373,625
Capital lease obligations	5,194	6,353
Long-term debt	377,444	379,978
Less: current portion of long term debt	10,250	6,688
Long-term debt, excluding current portion	$ 367,194	$ 373,290

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Cash Equivalents And Marketable Securities (Schedule Of Contractual Maturities Of Available-For-Sale Debt Securities) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Cash Equivalents And Marketable Securities [Abstract]
Due in one year or less	$ 22,555
Due after one year through two years	14,041
Total debt securities	$ 36,596	$ 38,480

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Stock Plans (Summary Of Stock Options Activity) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Stock Plans [Abstract]
Stock options outstanding at December 31, 2013, Shares	2,266,000
Stock options outstanding at December 31, 2013, Weighted-Average Exercise Price per Share	$ 12.19
Granted during the period, Shares	165,149
Granted during the period, Weighted-Average Exercise Price per Share	$ 15.55
Exercised during the period, Shares	(128,000)
Exercised during the period, Weighted-Average Exercise Price per Share	$ 12.52
Forfeited during the period, Shares	(7,000)
Forfeited during the period, Weighted-Average Exercise Price per Share	$ 11.80
Stock options outstanding at June 30, 2014, Shares	2,296,000
Stock options outstanding at June 30, 2014, Weighted-Average Exercise Price per Share	$ 12.41
Stock options outstanding, Weighted-Average Remaining Contractual Term, in years	7 years 3 months 18 days
Stock options outstanding, Aggregate Intrinsic Value	$ 5,850
Stock options exercisable at June 30, 2014, Shares	1,283,000
Stock options exercisable at June 30, 2014, Weighted-Average Exercise Price per Share	$ 12.51
Stock options exercisable at June 30, 2014, Weighted-Average Remaining Contractual Term, in years	6 years 4 months 24 days
Stock options exercisable at June 30, 2014, Aggregate Intrinsic Value	3,098
Total stock options outstanding, vested and expected to vest at June 30, 2014, Shares	2,205,000
Total stock options outstanding, vested and expected to vest at June 30, 2014, Weighted-Average Exercise Price per Share	$ 12.44
Total stock options outstanding, vested and expected to vest at June 30, 2014, Aggregate Intrinsic Value	$ 5,554

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Equity (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended		0 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jul. 29, 2014 Subsequent Event [Member]
Stockholders Equity [Line Items]
Cash dividend declaration, date			Jul. 29, 2014
Cash dividends declared, per share	$ 0.14	$ 0.14	$ 0.28	$ 0.28	$ 0.14
Dividend payable to stockholders, date			Oct. 09, 2014
Dividend recorded, date			Sep. 11, 2014

XML

Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

Note 2.  Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company, Lumos Networks Operating Company, a wholly-owned subsidiary of the Company, and all of Lumos Networks Operating Company’s wholly-owned subsidiaries and those limited liability corporations where Lumos Networks Operating Company or certain of its subsidiaries, as managing member, exercise control.  All significant intercompany accounts and transactions have been eliminated in consolidation.

In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2014 and 2013 contain all adjustments necessary to present fairly in all material respects the financial position as of June 30, 2014, and the results of operations and cash flows for all periods presented on the respective condensed consolidated financial statements included herein.  The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year.  The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited consolidated 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.

Accounting Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Significant items subject to such estimates and assumptions include the useful lives of fixed assets; the allowance for doubtful accounts; the valuation of interest rate swap derivatives, deferred tax assets, marketable securities, asset retirement obligations and equity-based compensation; goodwill impairment assessments and reserves for employee benefit obligations and income tax uncertainties.

Revenue Recognition

The Company recognizes revenue when services are rendered or when products are delivered, installed and functional, as applicable.  Certain services of the Company require payment in advance of service performance.  In such cases, the Company records a service liability at the time of billing and subsequently recognizes revenue ratably over the service period.  The Company bills customers certain transactional taxes on service revenues.  These transactional taxes are not included in reported revenues as they are recognized as liabilities at the time customers are billed.

The Company earns revenue by providing services through access to and usage of its networks.  Local service revenues are recognized as services are provided.  Carrier data revenues are earned by providing switched access and other switched and dedicated services, including wireless roamer management, to other carriers.  Revenues for equipment sales are recognized at the point of sale. 

The Company periodically makes claims for recovery of access charges on certain minutes of use terminated by the Company on behalf of other carriers.  The Company recognizes such revenue in the period in which it is determined that the amounts can be estimated and collection is reasonably assured.

Cash Equivalents and Marketable Securities

The Company considers its investment in all highly liquid debt instruments with an original maturity of three months or less, when purchased, to be cash equivalents.  The Company determines the appropriate classification of investment securities at the time of purchase and reevaluates this determination at the end of each reporting period.  Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost.  Debt securities not classified as held-to-maturity are classified as available-for-sale.  Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income or loss, net of tax.  All of the Company’s debt securities not classified as cash equivalents were classified as available-for-sale securities as of June 30, 2014 and December 31, 2013.

Restricted Cash

During 2010, the Company received a federal broadband stimulus award to bring broadband services and infrastructure to Alleghany County, Virginia.  The total project is $16.1 million, of which 50% (approximately $8 million) is being funded by a grant from the federal government.  The project is expected to be completed before September 30, 2015.  The Company was required to deposit 100% of its portion for the grant (approximately $8 million) into a pledged account in advance of any reimbursements, which can be drawn down ratably following the grant reimbursement approvals, which are contingent on adherence to the program requirements.  The Company did not receive any cash reimbursements during the three or six months ended June 30, 2014.  As of June 30, 2014, the Company had a $0.4 million receivable for the reimbursable portion of the qualified recoverable expenditures and the Company’s pledged account balance was $4.3 million. The escrow account is a non-interest bearing account with the Company’s primary commercial bank. 

Trade Accounts Receivable

The Company sells its services to other communication carriers and to business and residential customers primarily in Virginia and West Virginia and portions of Maryland, Pennsylvania, Ohio and Kentucky.  The Company has credit and collection policies to maximize collection of trade receivables and requires deposits on certain sales.  The Company maintains an allowance for doubtful accounts based on a review of specific customers with large receivable balances and for the remaining customer receivables the Company uses historical results, current and expected trends and changes in credit policies.  Management believes the allowance adequately covers all anticipated losses with respect to trade receivables.  Actual credit losses could differ from such estimates.  The Company includes bad debt expense in selling, general and administrative expense in the condensed consolidated statements of income.  Bad debt expense for the three months ended June 30, 2014 and 2013 was $0.3 million and $0.1 million, respectively, and bad debt expense for the six months ended June 30, 2014 and 2013 was $0.5 million and $0.1 million, respectively.  The Company’s allowance for doubtful accounts was $1.4 million and $1.5 million as of June 30, 2014 and December 31, 2013, respectively.

The following table presents a roll-forward of the Company’s allowance for doubtful accounts from December 31, 2013 to June 30, 2014:

			Additions
(In thousands)	December 31, 2013		Charged to Expense		Charged to Other Accounts		Deductions		June 30, 2014
Allowance for doubtful accounts	$	1,485	$	483	$	33	$	(632)	$	1,369

Property, Plant and Equipment and Other Long-Lived Assets (Excluding Goodwill and Indefinite-Lived Intangible Assets)

Property, plant and equipment, finite-lived intangible assets and long-term deferred charges are recorded at cost and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated pursuant to the subsequent measurement guidance described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35.  Impairment is determined by comparing the carrying value of these long-lived assets to management’s best estimate of future undiscounted cash flows expected to result from the use of the assets.  If the carrying value exceeds the estimated undiscounted cash flows, the excess of the asset’s carrying value over the estimated fair value is recorded as an impairment charge.  The Company believes that no impairment indicators exist as of June 30, 2014 that would require it to perform impairment testing for long-lived assets, including property, plant and equipment, long-term deferred charges and finite-lived intangible assets to be held and used.

Depreciation of property, plant and equipment is calculated on a straight-line basis over the estimated useful lives of the assets, which the Company periodically reviews and updates based on historical experiences and future expectations.  Plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.  Amortization of assets held under capital leases, including certain software licenses, is included with depreciation expense.

Intangibles with a finite life are classified as other intangibles on the condensed consolidated balance sheets.  At June 30, 2014 and December 31, 2013, other intangibles were comprised of the following: 

		June 30, 2014				December 31, 2013
(Dollars in thousands)	Estimated Life	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	5 to 15 yrs	$	103,108	$	(83,895)	$	103,153	$	(79,399)
Trademarks and franchise rights	10 to 15 yrs		2,862		(1,598)		3,518		(2,201)
Total		$	105,970	$	(85,493)	$	106,671	$	(81,600)

The Company amortizes its finite-lived intangible assets using the straight-line method unless it determines that another systematic method is more appropriate.  The amortization for certain customer relationship intangibles is being recognized using an accelerated amortization method based on the pattern of estimated earnings from these assets.

The estimated life of amortizable intangible assets is determined from the unique factors specific to each asset, and the Company periodically reviews and updates estimated lives based on current events and future expectations. The Company capitalizes costs incurred to renew or extend the term of a recognized intangible asset and amortizes such costs over the remaining life of the asset. No such costs were incurred during the three or six months ended June 30, 2014.  Amortization expense for the three months ended June 30, 2014 and 2013 was $2.3 million and $2.5 million, respectively, and amortization expense for the six months ended June 30, 2014 and 2013 was $4.6 million and $4.9 million, respectively.

Amortization expense for the remainder of 2014 and for the next five years is expected to be as follows:

(In thousands)	Customer Relationships		Trademarks and Franchise Rights		Total
Remainder of 2014	$	4,512	$	81	$	4,593
2015		4,644		163		4,807
2016		2,412		163		2,575
2017		2,093		163		2,256
2018		1,781		163		1,944
2019		1,513		152		1,665

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and certain trademarks are considered to be indefinite-lived intangible assets.  Indefinite-lived intangible assets are not subject to amortization but are instead tested for impairment annually or more frequently if an event indicates that the asset might be impaired.  The Company’s policy is to assess the recoverability of indefinite-lived assets annually on October 1 and whenever adverse events or changes in circumstances indicate that impairment may have occurred.The Company believes there have been no events or circumstances to cause management to evaluate the carrying amount of goodwill during the six months ended June 30, 2014.

Pension Benefits and Retirement Benefits Other Than Pensions

The Company sponsors a non-contributory defined benefit pension plan (the “Pension Plan”) covering all employees who meet eligibility requirements and were employed prior to October 1, 2003.  Pension benefits vest after five years of plan service and are based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee retires before reaching age 65 and elects to receive the benefit prior to age 65.  The Company froze the Pension Plan effective December 31, 2012. As such, no further benefits are being accrued by participants for services rendered beyond that date.

For the three and six months ended June 30, 2014 and 2013, the components of the Company’s net periodic benefit cost (income) for the Pension Plan were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	-	$	-	$	-	$	-
Interest cost		656		608		1,312		1,216
Expected return on plan assets		(1,093)		(975)		(2,186)		(1,951)
Amortization of loss		-		229		-		459
Net periodic benefit cost (income)	$	(437)	$	(138)	$	(874)	$	(276)

Pension plan assets were valued at $59.1 million and $57.8 million at June 30, 2014 and December 31, 2013, respectively.  No funding contributions were made in the six months ended June 30, 2014, and the Company does not expect to make a funding contribution during the remainder of 2014.

The Company also provides certain health care and life insurance benefits for retired employees that meet eligibility requirements through two qualified nonpension postretirement benefit plans (the “Other Postretirement Benefit Plans”).  For the three and six months ended June 30, 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 June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	13	$	23	$	26	$	46
Interest cost		147		121		294		242
Amortization of loss		8		7		16		14
Net periodic benefit cost	$	168	$	151	$	336	$	302

In July 2014, the Company notified participants that health care benefits under the Other Postretirement Benefit Plans will be discontinued effective December 31, 2014.  The Company expects to recognize a gain upon settlement of the obligation associated with the plan but has not yet determined the amount or the timing of which it will be recognized in the consolidated financial statements.

The Company recognized expense for certain nonqualified pension plans for each of the three months ended June 30, 2014 and 2013 of $0.1 million, and less than $0.1 million of this expense for each period relates to the amortization of actuarial loss.  Expense for nonqualified pension plans for each of the six months ended June 30, 2014 and 2013 was $0.2 million, and $0.1 million of this expense relates to the amortization of actuarial loss.

The total amount reclassified out of accumulated other comprehensive income related to amortization of actuarial losses for retirement plans for the three months ended June 30, 2014 and 2013 was $0.1 million and $0.3million, respectively, and $0.1 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively, all of which has been reclassified to selling, general and administrative expenses on the condensed consolidated statements of income.

Equity-based Compensation

The Company accounts for share-based employee compensation plans under FASB ASC 718, Stock Compensation.  Equity-based compensation expense from share-based equity awards is recorded with an offsetting increase to additional paid-in capital on the condensed consolidated balance sheet.  For equity awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award.

The fair value of common stock options granted with service-only conditions is estimated at the respective measurement date using the Black-Scholes option-pricing model with assumptions related to risk-free interest rate, expected volatility, dividend yield and expected term.  The fair value of restricted stock awards granted with service-only conditions is estimated based on the market value of the common stock on the date of grant reduced by the present value of expected dividends as applicable.  Certain stock options and restricted shares granted by the Company contain vesting provisions that are conditional on achievement of a target market price for the Company’s common stock.  The grant date fair value of these options and restricted shares is adjusted to reflect the probability of the achievement of the market condition based on management’s best estimate using a Monte Carlo model (see Note 10).  The Company initially recognizes the related compensation cost for these awards that contain a market condition on a straight-line basis over the requisite service period as derived from the valuation model.  The Company accelerates expense recognition if the market conditions are achieved prior to the end of the derived requisite service period.  

Total equity-based compensation expense related to all of the share-based awards and the Company’s 401(k) matching contributions was $1.2 million and $1.3 million for the three months ended June 30, 2014 and 2013, respectively, and $2.0 million and $2.4 million for the six months ended June 30, 2014 and 2013, respectively, which amounts are included in selling, general and administrative expenses on the condensed consolidated statements of income. 

Future charges for equity-based compensation related to instruments outstanding at June 30, 2014 for the remainder of 2014 and for the years 2015 through 2019 are estimated to be $1.7 million, $2.8 million, $1.7 million, $0.8 million, $0.1 million and less than $0.1 million, respectively.

Fair Value Measurements

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value or for certain financial instruments for which disclosure of fair value is required, the Company uses fair value techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.  However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability.  Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

U.S. GAAP establishes a fair value hierarchy with three levels of inputs that may be used to measure fair value:

· Level 1 – Unadjustedquoted prices in active markets for identical assets or liabilities.

· Level 2 – Unadjustedquoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs other than quoted prices that are observable for the asset or liability.

· Level 3 – Unobservableinputs for the asset or liability.

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose.  ASU 2013-11 was effective prospectively for public entities for annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Prospective application applies to unrecognized tax benefits that exist at the date of adoption and those that arise after adoption. The Company’s adoption of this ASU in the first quarter of 2014 did not have a material impact on its condensed consolidated balance sheet as of June 30, 2014.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.  ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The new standard is effective for the Company on January 1, 2017.  Early application is not permitted.  The standard permits the use of either the retrospective or cumulative effect transition method.  The Company has not yet selected a transition method and is still evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and disclosures.

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Supplementary Disclosures Of Cash Flow Information (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Supplementary Disclosures Of Cash Flow Information [Abstract]
Interest (net of amounts capitalized)	$ 6,198,000	$ 5,793,000
Income taxes	141,000	933,000
Income tax refunds	216,000	16,000
Additions to property and equipment included in accounts payable and other accrued liabilities	1,795,000	4,989,000
Obligations incurred under capital leases	36,000	6,384,000
Dividends declared on common stock not paid	3,131,000	3,062,000
Cash received from patronage credits	900,000	700,000
Interest capitalized	$ 200,000	$ 100,000

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Stock Plans (Tables)

6 Months Ended

Jun. 30, 2014

Stock Plans [Abstract]

Summary Of Stock Options Activity

(In thousands, except per share amounts)	Shares	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at December 31, 2013	2,266	$	12.19
Granted during the period	165		15.55
Exercised during the period	(128)		12.52
Forfeited during the period	(7)		11.80
Expired during the period	-		-
Stock options outstanding at June 30, 2014	2,296	$	12.41	7.3 years	$	5,850
Stock options exercisable at June 30, 2014	1,283	$	12.51	6.4 years	$	3,098
Total stock options outstanding, vested and expected to vest at June 30, 2014	2,205	$	12.44		$	5,554

Summary Of Restricted Stock Awards Activity

(In thousands, except per share amounts)	Shares		Weighted-Average Grant Date Fair Value per Share
Restricted stock outstanding at December 31, 2013	560	$	11.93
Granted during the period	126		15.58
Vested during the period	(79)		11.75
Forfeited during the period	(24)		11.44
Restricted stock outstanding at June 30, 2014	583	$	12.77

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Schedule Of Computation Of Basic And Diluted Earnings Per Share

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	2014		2013		2014		2013
Numerator:
Net income attributable to Lumos Networks Corp.	$	3,846	$	4,762	$	7,908	$	11,171
Less: net income attributable to Lumos Networks Corp. allocable to participating securities		(94)		(134)		(191)		(276)
Numerator for basic and diluted earnings per common share		3,752		4,628		7,717		10,895
Denominator:
Weighted average basic shares outstanding		22,268		21,962		22,209		21,824
Less:  weighted average participating securities and nonvested performance-based restricted shares		(566)		(725)		(557)		(612)
Denominator for basic earnings per common share		21,702		21,237		21,652		21,212
Plus:  potentially dilutive restricted shares and stock options		412		229		360		125
Denominator for diluted earnings per common share		22,114		21,466		22,012		21,337
Earnings per share - basic	$	0.17	$	0.22	$	0.36	$	0.51
Earnings per share - diluted	$	0.17	$	0.22	$	0.35	$	0.51

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Fair Value Of Financial Instruments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term investments for which it is not practicable to estimate fair value	$ 0.8	$ 0.7
CoBank [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term investments for which it is not practicable to estimate fair value	$ 0.7	$ 0.6

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Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended			12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2010 Broadband Services Project Due 2015 [Member]	Jun. 30, 2014 Broadband Services Project Due 2015 [Member]	Jun. 30, 2014 Maximum [Member]
Significant Accounting Policies [Line Items]
Total project cost						$ 16,100,000
Percentage funded by federal government grants						50.00%
Federal government grants						8,000,000
Percentage of deposits						100.00%
Portion of grants deposited into pledged account						8,000,000
Cash reimbursement received from broadband stimulus grant	0		0	979,000
Restricted cash reimbursement receivable							400,000
Restricted cash	4,324,000		4,324,000		4,324,000
Bad debt expenses	300,000	100,000	500,000	100,000
Accounts receivable, allowance	1,369,000		1,369,000		1,485,000
Pension benefit vesting period, years			5 years
Capitalized costs incurred to renew or extend the term of a recognized intangible asset			0
Amortization expense	2,300,000	2,500,000	4,594,000	4,912,000
Number of highest consecutive years of compensation subject to certain reductions			5 years
Maximum retirement age reached to be subject to reductions, years			65 years
Pension plan assets value	59,100,000		59,100,000		57,800,000
Funding contributions			0
Qualified Nonpension Postretirement Benefit Plans	2		2
Nonqualified pension plans expense	100,000	100,000	200,000	200,000
Amount of nonqualified pension plans expense related to amortization of actuarial loss	100,000	100,000	100,000	100,000
Amount reclassified out of AOCI related to amortization of actuarial losses	64,000	309,000	128,000	619,000
Equity-based compensation expense	1,152,000	1,328,000	1,986,000	2,353,000
Future charges for equity-based compensation, remainder of 2014	1,700,000		1,700,000
Future charges for equity-based compensation, 2015	2,800,000		2,800,000
Future charges for equity-based compensation, 2016	1,700,000		1,700,000
Future charges for equity-based compensation, 2017	800,000		800,000
Future charges for equity-based compensation, 2018	100,000		100,000
Future charges for equity-based compensation, 2019								$ 100,000

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Summary Of Significant Accounting Policies (Schedule Of Allowance For Doubtful Accounts) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Summary Of Significant Accounting Policies [Abstract]
Allowance for doubtful accounts, Balance at Beginning of Year	$ 1,485
Charged to Expense	483
Charged to Other Accounts	33
Deductions	(632)
Allowance for doubtful accounts, Balance at End of Period	$ 1,369

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Organization

6 Months Ended

Jun. 30, 2014

Organization [Abstract]

Organization

Note 1.  Organization

Lumos Networks Corp. (“Lumos Networks” or the “Company”) is a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic region with a network of long-haul fiber, metro Ethernet and Ethernet rings located primarily in Virginia and West Virginia, and portions of Maryland, Pennsylvania, Ohio and Kentucky.  The Company serves carrier, business and residential customers over its fiber network offering data, voice and IP services.  The Company’s principal products and services include Multiprotocol Label Switching (“MPLS”) based Ethernet, Metro Ethernet (“Metro E”), Fiber to the Cell (“FTTC”) wireless backhaul and fiber transport services, wavelength transport services, IP services and other voice services.

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Summary Of Significant Accounting Policies (Finite-Lived Intangibles Assets) (Details) (USD $) In Thousands, unless otherwise specified							6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Customer Relationships [Member]	Dec. 31, 2013 Customer Relationships [Member]	Jun. 30, 2014 Trademarks And Franchise Rights [Member]	Dec. 31, 2013 Trademarks And Franchise Rights [Member]	Jun. 30, 2014 Minimum [Member] Customer Relationships [Member]	Jun. 30, 2014 Minimum [Member] Trademarks And Franchise Rights [Member]	Jun. 30, 2014 Maximum [Member] Customer Relationships [Member]	Jun. 30, 2014 Maximum [Member] Trademarks And Franchise Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated life							5 years	10 years	15 years	15 years
Gross amount	$ 105,970	$ 106,671	$ 103,108	$ 103,153	$ 2,862	$ 3,518
Accumulated Amortization	$ (85,493)	$ (81,600)	$ (83,895)	$ (79,399)	$ (1,598)	$ (2,201)

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Disclosures About Segments Of An Enterprise And Related Information (Reconciliation Of Operating Income To Adjusted EBITDA) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Disclosures About Segments Of An Enterprise And Related Information [Abstract]
Operating Income	$ 10,248		$ 12,085		$ 21,006		$ 25,811
Depreciation and amortization and accretion of asset retirement obligations	11,240		10,829		21,926		20,423
Sub-total	21,488		22,914		42,932		46,234
Amortization of actuarial losses	64		309		128		619
Equity-based compensation	1,152		1,328		1,986		2,353
Restructuring charges							40
Employee separation charges	19				244
Adjusted EBITDA	$ 22,723	[1]	$ 24,551	[1]	$ 45,290	[1]	$ 49,246	[1]

[1] The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP measure), defined by the Company as net income or loss attributable to Lumos Networks Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income or loss attributable to noncontrolling interests, other income or expenses, equity-based compensation charges, acquisition-related charges, amortization of actuarial losses on retirement plans, employee separation charges, restructuring-related charges, gain or loss on settlements and gain or loss on interest rate swap derivatives. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures, including the Company’s reasons for using this non-GAAP financial measure.

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Stock Plans (Summary Of Restricted Stock Awards Activity) (Details) (USD $)	6 Months Ended
	Jun. 30, 2014
Stock Plans [Abstract]
Restricted stock outstanding at December 31, 2013, Shares	560,000
Restricted stock outstanding at December 31, 2013, Weighted Average Grant Date Fair Value per Share	$ 11.93
Granted during the period, Shares	126,340
Granted during the period, Weighted Average Grant Date Fair Value per Share	$ 15.58
Vested during the period, Shares	(79,000)
Vested during the period, Weighted Average Grant Date Fair Value per Share	$ 11.75
Forfeited during the period, Shares	(24,000)
Forfeited during the period, Weighted Average Grant Date Fair Value per Share	$ 11.44
Restricted stock outstanding at June 30, 2014, Shares	583,000
Restricted stock outstanding at June 30, 2014, Weighted Average Grant Date Fair Value per Share	$ 12.77

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current Assets
Cash and cash equivalents	$ 9,804	$ 14,114
Marketable securities	36,596	38,480
Restricted cash	4,324	4,324
Accounts receivable, net of allowance of $1,369 ($1,485 in 2013)	22,687	22,917
Other receivables	820	1,588
Income tax receivable	795	1,116
Prepaid expenses and other	4,301	3,960
Deferred income taxes	7,189	7,289
Total Current Assets	86,516	93,788
Securities and Investments	767	699
Property, Plant and Equipment
Land and buildings	19,648	19,561
Network plant and equipment	483,905	474,010
Furniture, fixtures and other equipment	44,275	34,549
Total in service	547,828	528,120
Under construction	41,243	25,889
Property, plant and equipment, gross	589,071	554,009
Less accumulated depreciation and amortization	192,125	175,286
Total Property, Plant and Equipment, net	396,946	378,723
Other Assets
Goodwill	100,297	100,297
Other intangibles, less accumulated amortization of $85,493 ($81,600 in 2013)	20,477	25,071
Deferred charges and other assets	7,965	7,722
Total Other Assets	128,739	133,090
Total Assets	612,968	606,300
Current Liabilities
Current portion of long-term debt	10,250	6,688
Accounts payable	12,090	13,076
Dividends payable	3,131	3,091
Advance billings and customer deposits	13,771	13,502
Accrued compensation	1,295	2,185
Accrued operating taxes	4,394	4,375
Other accrued liabilities	3,981	3,992
Total Current Liabilities	48,912	46,909
Long-term Liabilities
Long-term debt, excluding current portion	367,194	373,290
Retirement benefits	16,782	16,848
Deferred income taxes	84,273	79,087
Other long-term liabilities	2,775	2,832
Income tax payable	419	328
Total Long-term Liabilities	471,443	472,385
Commitments and Contingencies
Equity
Preferred stock, par value $0.01 per share, authorized 100 shares, none issued
Common stock, par value $0.01 per share, authorized 55,000 shares; 22,379 shares issued and 22,376 shares outstanding (22,158 shares issued and 22,109 shares outstanding in 2013)	224	222
Additional paid in capital	141,567	138,166
Treasury stock, 3 shares at cost (49 shares in 2013)	(9)	(404)
Accumulated deficit	(45,905)	(47,578)
Accumulated other comprehensive loss, net of tax	(3,992)	(4,073)
Total Lumos Networks Corp. Stockholders' Equity	91,885	86,333
Noncontrolling Interests	728	673
Total Equity	92,613	87,006
Total Liabilities and Equity	$ 612,968	$ 606,300

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Fair Value Of Financial Instruments (Summary Of Financial Assets And Liabilities Measured At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	$ 25	$ 1,373
Total marketable securities	36,596	38,480
Total financial assets	36,621	39,853
Total financial liabilities	1,064	1,157
Interest Rate Swap Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities	1,064	1,157
Money Market Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	25	267
Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	1,315	2,000
Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	3,248	5,246
Debt Securities Issued By U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	6,441	8,483
Municipal Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	855	500
Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		1,106
Total marketable securities	24,737	22,251
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	25	267
Total financial assets	25	267
Level 1 [Member] | Money Market Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	25	267
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		1,106
Total marketable securities	36,596	38,480
Total financial assets	36,596	39,586
Total financial liabilities	1,064	1,157
Level 2 [Member] | Interest Rate Swap Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities	1,064	1,157
Level 2 [Member] | Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	1,315	2,000
Level 2 [Member] | Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	3,248	5,246
Level 2 [Member] | Debt Securities Issued By U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	6,441	8,483
Level 2 [Member] | Municipal Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	855	500
Level 2 [Member] | Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents		1,106
Total marketable securities	24,737	22,251
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents
Total marketable securities
Total financial assets
Total financial liabilities
Level 3 [Member] | Interest Rate Swap Derivatives [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial liabilities
Level 3 [Member] | Money Market Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents
Level 3 [Member] | Certificates of Deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Level 3 [Member] | Commercial Paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Level 3 [Member] | Debt Securities Issued By U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Level 3 [Member] | Municipal Bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Level 3 [Member] | Corporate Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities

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Condensed Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Consolidated Statements Of Comprehensive Income [Abstract]
Deferred income tax asset, Reclassification adjustment for amortization of actuarial loss from defined benefit plans	$ 25	$ 120	$ 50	$ 241
Deferred income tax asset, Unrealized gain on available-for-sale securities	$ (8)		$ 2

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Cash Equivalents And Marketable Securities (Narrative) (Details) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Total proceeds from the sale or maturity of available-for-sale marketable securities	$ 6,400,000	$ 14,174,000
Net realized gains or losses on available-for-sale securities	0	0
Maximum [Member]
Net unrealized holding gains on available-for-sale securities	$ 100,000	$ 100,000

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Cash Equivalents And Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2014

Cash Equivalents And Marketable Securities [Abstract]

Schedule Of Cash Equivalents And Available-For-Sale Securities Reported At Fair Value

(In thousands)	June 30, 2014		December 31, 2013
Cash equivalents:
Money market mutual funds	$	25	$	267
Corporate debt securities		-		1,106
Total cash equivalents		25		1,373
Marketable securities:
Certificates of deposit		1,315		2,000
Commercial paper		3,248		5,246
Debt securities issued by U.S. Government agencies		6,441		8,483
Municipal bonds		855		500
Corporate debt securities		24,737		22,251
Total marketable securities, available-for-sale		36,596		38,480
Total cash equivalents and marketable securities	$	36,621	$	39,853

Schedule Of Contractual Maturities Of Available-For-Sale Debt Securities

(In thousands)	Total
Due in one year or less	$	22,555
Due after one year through two years		14,041
Total debt securities	$	36,596

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Cash Equivalents And Marketable Securities (Schedule Of Cash Equivalents And Available-For-Sale Securities Reported At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Total cash equivalents	$ 25	$ 1,373
Total marketable securities, available-for-sale	36,596	38,480
Total cash equivalents and marketable securities	36,621	39,853
Money Market Mutual Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Total cash equivalents	25	267
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Total cash equivalents		1,106
Certificates of Deposit [Member]
Schedule of Available-for-sale Securities [Line Items]
Total marketable securities, available-for-sale	1,315	2,000
Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Total marketable securities, available-for-sale	3,248	5,246
Debt Securities Issued By U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Total marketable securities, available-for-sale	6,441	8,483
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Total marketable securities, available-for-sale	855	500
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Total marketable securities, available-for-sale	$ 24,737	$ 22,251

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2014

Long-Term Debt [Abstract]

Schedule Of Long-Term Debt

(In thousands)	June 30, 2014		December 31, 2013
Credit facility	$	372,250	$	373,625
Capital lease obligations		5,194		6,353
Long-term debt		377,444		379,978
Less:  current portion of long-term debt		10,250		6,688
Long-term debt, excluding current portion	$	367,194	$	373,290

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Condensed Consolidated Statements Of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash Flows from Operating Activities:
Net income	$ 7,974,000	$ 11,276,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	17,275,000	15,447,000
Amortization	4,594,000	4,912,000
Accretion of asset retirement obligations	57,000	64,000
Deferred income taxes	5,383,000	6,765,000
Gain on interest rate swap derivatives	(93,000)	(454,000)
Equity-based compensation expense	1,986,000	2,353,000
Amortization of debt issuance costs	738,000	472,000
Write off of unamortized debt issuance costs		890,000
Retirement benefits, net of contributions and distributions	(813,000)	(208,000)
Excess tax benefits from share-based compensation	(149,000)	(179,000)
Other	128,000	(84,000)
Changes in assets and liabilities from operations:
Decrease (increase) in accounts receivable	230,000	(2,889,000)
Decrease in other current assets	418,000	1,475,000
Changes in income taxes	411,000	(110,000)
Increase (decrease) in accounts payable	178,000	(4,358,000)
(Decrease) increase in other current liabilities	(299,000)	60,000
Net Cash Provided by Operating Activities	38,018,000	35,432,000
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(37,288,000)	(26,724,000)
Broadband network expansion funded by stimulus grant	196,000	(30,000)
Purchases of available-for-sale marketable securities	(12,461,000)
Proceeds from sale or maturity of available-for-sale marketable securities	14,174,000
Change in restricted cash		979,000
Cash reimbursement received from broadband stimulus grant	0	979,000
Net Cash Used in Investing Activities	(35,379,000)	(24,796,000)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		375,000,000
Payment of debt issuance costs		(4,849,000)
Principal payments on senior secured term loans	(1,375,000)	(307,500,000)
Borrowings from revolving credit facility		15,000,000
Principal payments on revolving credit facility		(18,521,000)
Termination payments of interest rate swap derivatives		(858,000)
Cash dividends paid on common stock	(6,195,000)	(6,071,000)
Principal payments under capital lease obligations	(1,145,000)	(194,000)
Proceeds from stock option exercises and employee stock purchase plan	1,630,000	101,000
Excess tax benefits from share-based compensation	149,000	179,000
Other	(13,000)	(91,000)
Net Cash (Used in) Provided by Financing Activities	(6,949,000)	52,196,000
(Decrease) increase in cash and cash equivalents	(4,310,000)	62,832,000
Cash and Cash Equivalents:
Beginning of Period	14,114,000	2,000
End of Period	$ 9,804,000	$ 62,834,000

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance	$ 1,369	$ 1,485
Other intangibles, accumulated amortization	$ 85,493	$ 81,600
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	55,000,000	55,000,000
Common stock, shares issued	22,379,000	22,158,000
Common stock, shares outstanding	22,376,000	22,109,000
Treasury stock, shares	3,000	49,000

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Stock Plans

6 Months Ended

Jun. 30, 2014

Stock Plans [Abstract]

Stock Plans

Note 10.  Stock Plans

The Company has an Equity and Cash Incentive Plan administered by the Compensation Committee of the Company’s board of directors, which permits the grant of long-term incentives to employees and non-employee directors, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, incentive awards, other stock-based awards and dividend equivalents.  The Equity and Cash Incentive Plan was amended in May 2014 to increase the share reserve by 1,500,000 common shares.  As of June 30, 2014, the maximum number of shares of common stock available for awards under the Equity and Cash Incentive Plan was5,500,000and 1,595,512 securities remained available for issuance under the plan.  Upon the exercise of stock options or upon the grant of restricted stock under the Equity and Cash Incentive Plan, new common shares are issued or treasury stock is reissued.

The Company issued 165,149 stock options and 126,340 shares of restricted stock under the Equity and Cash Incentive Plan during the six months ended June 30, 2014.  Options issued to employees with service-only conditions generally vest on a graded vesting schedule over a four to five year period.  Options generally cliff vest on the first anniversary of the grant date for non-employee directors. Restricted shares generally cliff vest on the third anniversary of the grant date for employees and generally cliff vest on the first anniversary of the grant date for non-employee directors.  Some of the outstanding restricted stock awards vest on a graded vesting schedule over a five year period. 

Dividend rights applicable to restricted stock with service-only vesting conditions are equivalent to the Company’s common stock.  Restricted stock awards that vest based on achievement of a market condition are not eligible for dividends during the vesting period unless the Compensation Committee determines otherwise.

Stock options must be granted under the Equity and Cash Incentive Plan at not less than 100% of fair value on the date of grant and have a maximum life of ten years from the date of grant.  Options and other awards under the Equity and Cash Incentive Plan may be exercised in compliance with such requirements as determined by a committee of the board of directors.  Substantially all stock options outstanding were issued at a strike price equal to or greater than the fair value on the date of grant. 

The fair value of each option award with service-only vesting conditions is estimated on the grant date using the Black-Scholes option-pricing model with assumptions related to risk-free interest rate, expected volatility, dividend yield and expected terminations.    The fair value of each restricted stock award with service-only vesting conditions is based on the closing price of the Company’s common stock on the grant date.  The fair value for option awards and restricted stock awards with vesting that is conditional on achievement of market conditionsis adjusted to reflect the probability of satisfying the market condition based on a Monte Carlo valuation model.

The summary of the activity and status of the Company’s stock options for the six months ended June 30, 2014 is as follows: 

(In thousands, except per share amounts)	Shares	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at December 31, 2013	2,266	$	12.19
Granted during the period	165		15.55
Exercised during the period	(128)		12.52
Forfeited during the period	(7)		11.80
Expired during the period	-		-
Stock options outstanding at June 30, 2014	2,296	$	12.41	7.3 years	$	5,850
Stock options exercisable at June 30, 2014	1,283	$	12.51	6.4 years	$	3,098
Total stock options outstanding, vested and expected to vest at June 30, 2014	2,205	$	12.44		$	5,554

The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2014 was $6.76.  The total fair value of options that vested during the six months ended June 30, 2014 was $0.4 million.  As of June 30, 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 3.2 years.

The summary of the activity and status of the Company’s restricted stock for the six months ended June 30, 2014, is as follows: 

(In thousands, except per share amounts)	Shares		Weighted-Average Grant Date Fair Value per Share
Restricted stock outstanding at December 31, 2013	560	$	11.93
Granted during the period	126		15.58
Vested during the period	(79)		11.75
Forfeited during the period	(24)		11.44
Restricted stock outstanding at June 30, 2014	583	$	12.77

As of June 30, 2014, there was $4.5 million of total unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of 2.3 years.

In addition to the Equity and Cash Incentive Plan discussed above, the Company has an employee stock purchase plan which commenced in 2011 with 100,000 shares available.  New common shares will be issued for purchases under this plan.  Shares are priced at 85% of the closing price on the last trading day of the month and settle on the second business day of the following month.  During the six months ended June 30, 2014,2,796shares were issued under the employee stock purchase plan.  Compensation expense associated with the employee stock purchase plan was not material in the six months ended June 30, 2014.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 01, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Registrant Name	Lumos Networks Corp.
Entity Central Index Key	0001520744
Trading Symbol	LMOS
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		22,388,788

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Income Taxes

6 Months Ended

Jun. 30, 2014

Income Taxes [Abstract]

Income Taxes

Note 11.  Income Taxes

Income tax expense for the six months ended June 30, 2014 and 2013 was $5.7 million and $7.6 million, respectively, which represents the federal statutory tax rate applied to pre-tax income and the effects of state income taxes and certain non-deductible charges for each period. The Company’s recurring non-deductible expenses relate primarily to certain non-cash equity-based compensation. 

At June 30, 2014, the Company had federal net operating losses (“NOLs”) of $11.8 million, net of adjustments for unrecognized income tax benefits, and state NOLs of $15.0 million. The Company’s NOLs, if not utilized to reduce taxable income in future periods, will expire in varying amounts from 2022 through 2034.  The Company believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than its accrued position.  Accordingly, additional provisions could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.  In general, tax years 2010 and thereafter remain open and subject to federal and state audit examinations.

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Condensed Consolidated Statements Of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Consolidated Statements Of Income [Abstract]
Operating revenues	$ 50,165	$ 52,311	$ 100,255	$ 104,845
Operating Expenses
Network access costs	10,190	10,501	20,904	21,655
Selling, general and administrative	18,487	18,896	36,419	36,916
Depreciation and amortization	11,210	10,796	21,869	20,359
Accretion of asset retirement obligations	30	33	57	64
Restructuring charges				40
Total Operating Expenses, net	39,917	40,226	79,249	79,034
Operating Income	10,248	12,085	21,006	25,811
Other Income (Expenses)
Interest expense	(3,812)	(3,406)	(7,786)	(6,534)
(Loss) gain on interest rate swap derivatives	(16)	267	93	454
Other income (expense), net	170	(907)	350	(882)
Total Other Expenses, net	(3,658)	(4,046)	(7,343)	(6,962)
Income Before Income Taxes	6,590	8,039	13,663	18,849
Income Tax Expense	2,711	3,241	5,689	7,573
Net Income	3,879	4,798	7,974	11,276
Net Income Attributable to Noncontrolling Interests	(33)	(36)	(66)	(105)
Net Income Attributable to Lumos Networks Corp.	$ 3,846	$ 4,762	$ 7,908	$ 11,171
Basic and Diluted Earnings per Common Share Attributable to Lumos Networks Corp.
Earnings per share - basic	$ 0.17	$ 0.22	$ 0.36	$ 0.51
Earnings per share-diluted	$ 0.17	$ 0.22	$ 0.35	$ 0.51
Cash Dividends Declared per Share - Common Stock	$ 0.14	$ 0.14	$ 0.28	$ 0.28

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Long-Term Debt

6 Months Ended

Jun. 30, 2014

Long-Term Debt [Abstract]

Long-Term Debt

Note 5.  Long-Term Debt

As of June 30, 2014 and December 31, 2013, the Company’s outstanding long-term debt consisted of the following: 

(In thousands)	June 30, 2014		December 31, 2013
Credit facility	$	372,250	$	373,625
Capital lease obligations		5,194		6,353
Long-term debt		377,444		379,978
Less:  current portion of long-term debt		10,250		6,688
Long-term debt, excluding current portion	$	367,194	$	373,290

Credit Facility

On April 30, 2013, Lumos Networks Operating Company, a wholly-owned subsidiary of the Company, entered into a $425 million credit facility (the “Credit Facility”).  The Credit Facility consists of a $100 million senior secured five-year term loan (the “Term Loan A”), a $275 million senior secured six-year term loan (the “Term Loan B”); and a $50 million senior secured five-year revolving credit facility (the “Revolver”).  The proceeds from the Term Loan A and the Term Loan B were used to retire the prior first lien credit facility outstanding amount of approximately $311 million and to pay closing costs and other expenses related to the transaction, with the remaining proceeds available for normal course capital expenditures and working capital purposes.  As of June 30, 2014,  no borrowings were outstanding under the Revolver.

Pricing of the Credit Facility is currently LIBOR plus 3.25% for the Revolver and Term Loan A and LIBOR plus 3.50% for Term Loan B.  The Credit Facility does not require a minimum LIBOR rate.  The Term Loan A matures in 2018 with quarterly payments of 1.25% per annum from September 30, 2014 through December 31, 2016 and 2.50% per annum thereafter.  The Term Loan B matures in 2019 with quarterly payments of 1% per annum that began on September 30, 2013.  The Revolver matures in full in 2018.  The Credit Facility is secured by a first priority pledge of substantially all property and assets of Lumos Networks Operating Company and all material subsidiaries, as guarantors, excluding the RLECs.

The Credit Facility includes various restrictions and conditions, including a maximum leverage ratio of 4.50:1.00 for 2014, 4.25:1.00 for 2015 and 4.00:1.00 thereafter.  The Credit Facility also sets a minimum interest rate coverage ratio of 3.25:1.00.  At June 30, 2014, the Company’s leverage ratio was 4.09:1.00 and its interest coverage ratio was 6.64:1.00.  The Company was in compliance with its debt covenants as of June 30, 2014.  The Credit Facility has a maximum distributable amount available for restricted payments, including the payment of dividends.  The distributable amount was initially set at $12 million and is reduced by restricted payments and certain other items set forth in the Credit Agreement.  The distributable amount is increased annually by the greater of $12 million or 75% of free cash flow (as defined under the Credit Agreement).  The distributable amount as of June 30, 2014 was $11.7 million.

In accordance with the terms of the Credit Facility, the Company entered into interest rate swap agreements with a combined notional amount of 50 percent of the aggregate outstanding balance of Term Loan A and Term Loan B.  Under the interest rate swap agreements, the Company swaps one-month LIBOR with a fixed rate of approximately 0.5% for certain agreements entered into in 2012 and 0.8% for certain agreements entered into in 2013.The combined notional amount under the swap agreements was $186.1 million at June 30, 2014.The Company recognized a loss on interest rate swap derivatives of less than$0.1 million for the three months ended June 30, 2014 and a gain of$0.3 million for the three months ended June 30,  2013.  The Company recognized gains on interest rate swap derivatives of $0.1 million and $0.5 million for the six months ended June 30, 2014 and 2013, respectively.

Total unamortized debt issuance costs associated with the Credit Facility were $5.9 million and $6.6 million as of June 30, 2014 and December 31, 2013, respectively, which amounts are included in deferred charges and other assets on the condensed consolidated balance sheets and are being amortized to interest expense over the life of the debt using the effective interest method.  Amortization of debt issuance costs was $0.4 million and $0.3 million for the three months ended June 30, 2014 and 2013, respectively, and $0.7 million and $0.5 million for the six months ended June 30, 2014 and 2013, respectively.

The Company receives patronage credits from CoBank and certain other of the Farm Credit System lending institutions (collectively referred to as “patronage banks”) which are not reflected in the interest rates above.  The patronage banks hold a portion of the credit facility and are cooperative banks that are required to distribute their profits to their members.  Patronage credits are calculated based on the patronage banks’ ownership percentage of the credit facility and are received by the Company as either a cash distribution or as equity in the patronage banks.  These credits are recorded in the condensed consolidated statement of income as an offset to interest expense.  The Patronage credits were $0.2 million and $0.3 million for the three months ended June 30, 2014 and 2013, respectively, and $0.3 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively. 

The aggregate maturities of the Term Loan A and Term Loan B under the Credit Facility are $3.9 million in the remainder of 2014, $7.7 million in 2015, $7.7 million in 2016, $12.8 million in 2017, $80.2 million in 2018 and $259.9 million thereafter.  The Revolver under the Credit Facility, under which no borrowings are outstanding as of June 30, 2014, matures in full in 2018.

The Company’s blended average interest rate on its long-term debt for the six months ended June 30, 2014 was 4.22%.

Capital lease obligations

In addition to the long-term debt discussed above, the Company has capital leases on vehicles with original lease terms of four to five years.  At June 30, 2014, the carrying value and accumulated amortization of the related assets were $3.1 million and $1.8 million, respectively.  The Company also has a financing arrangement with a provider of software services related to the upgrading of internal infrastructure, including certain software licenses, which is classified as a capital lease.  The agreement extends through 2015 with payments due annually.  As of June 30, 2014, the carrying value and accumulated depreciation of the related assets were $5.9 million and $1.2 million, respectively.  As of June 30, 2014, the combined total net present value of the Company’s future minimum lease payments is $5.2 million and the principal portion of these capital lease obligations is due as follows:  $0.3 million in the remainder of 2014, $2.4 million in 2015, $2.3 million in 2016, $0.1 million in 2017 and $0.1 million thereafter.

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Disclosures About Segments Of An Enterprise And Related Information

6 Months Ended

Jun. 30, 2014

Disclosures About Segments Of An Enterprise And Related Information [Abstract]

Disclosures About Segments Of An Enterprise And Related Information

Note 4.  Disclosures About Segments of an Enterprise and Related Information

The Company’s operating segments generally align with its major product and service offerings and coincide with the way that the Company’s chief operating decision makers measure performance and allocate resources. The Company’s chief operating decision makers are its Chief Executive Officer and its Chief Financial Officer (collectively, the “CODMs”).  In 2013, the Company had three reportable operating segments: strategic data, legacy voice and access.  In January 2014, the Company completed a business reorganization to further focus on the carrier and enterprise business markets while maintaining its commitment to residential and small business customers.  Accordingly, the Company has revised its reportable segments to reflect the way the CODMs are managing the business and measuring performance under the new organizational structure. The Company’s current reportable operating segments are data, residential and small business (“R&SB”) and RLEC access.  A general description of the products and services offered and the customers served by each of these segments is as follows:

· Data:  This segment includes the Company’s enterprise data, transport, and FTTC product and service groups.  These businesses primarily serve enterprise and carrier customers utilizing the Company’s network of long-haul fiber, metro Ethernet and Ethernet rings located primarily in Virginia and West Virginia, and portions of Pennsylvania, Maryland, Ohio and Kentucky.

· R&SB:  This segment includes the following voice products:  local lines, primary rate interface (“PRI”), long distance, toll and directory advertising and other voice services (excluding voice over IP (“VoIP”) which are typically provided to enterprise customers and are included in the Company’s data segment) and the following IP services products: broadband XL, DSL, integrated access and video.  These products are sold to residential and small business customers on the Company’s network and within the Company’s footprint.  This segment also provides carrier customers access to our network located in competitive markets.

· RLEC Access:  This segment provides carrier customers access to the Company’s network within the Company’s RLEC footprint and primarily includes switched access services.

Summarized financial information concerning the Company’s reportable segments is presented in the following table, including restated segment results for the three and six months ended June 30, 2013 based on the restructuring of the Company’s operating segments in the first quarter of 2014:

(In thousands)	Data		R&SB		RLEC Access		Corporate (Unallocated)		Total
For the three months ended June 30, 2014:
Operating revenues	$	26,707	$	18,290	$	5,168	$	-	$	50,165
Network access costs		3,919		6,271		-		-		10,190
Network operating and selling costs		5,761		4,302		367		-		10,430
Other general and administrative expenses		3,632		2,487		703		1,235		8,057
Adjusted EBITDA(1)		13,395		5,230		4,098		-		22,723
Capital expenditures		13,457		2,599		-		3,115		19,171
For the six months ended June 30, 2014:
Operating revenues	$	52,844	$	36,937	$	10,474	$	-	$	100,255
Network access costs		8,093		12,811		-		-		20,904
Network operating and selling costs		11,683		8,417		693		-		20,793
Other general and administrative expenses		6,956		4,935		1,377		2,358		15,626
Adjusted EBITDA(1)		26,112		10,774		8,404		-		45,290
Capital expenditures		24,794		4,987		-		7,507		37,288

(In thousands)	Data		R&SB		RLEC Access		Corporate (Unallocated)		Total
For the three months ended June 30, 2013:
Operating revenues	$	25,706	$	20,453	$	6,152	$	-	$	52,311
Network access costs		3,879		6,622		-		-		10,501
Network operating and selling costs		5,239		4,903		538		-		10,680
Other general and administrative expenses		3,233		2,572		774		1,637		8,216
Adjusted EBITDA(1)		13,355		6,356		4,840		-		24,551
Capital expenditures		9,998		1,536		454		(296)		11,692
For the six months ended June 30, 2013:
Operating revenues	$	51,075	$	41,510	$	12,260	$	-	$	104,845
Network access costs		7,910		13,745		-		-		21,655
Network operating and selling costs		10,245		9,477		999		-		20,721
Other general and administrative expenses		6,441		5,235		1,547		2,972		16,195
Adjusted EBITDA(1)		26,479		13,053		9,714		-		49,246
Capital expenditures		20,334		3,101		623		2,666		26,724

(1)   The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP measure), defined by the Company as net income or loss attributable to Lumos Networks Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income or loss attributable to noncontrolling interests, other income or expenses, equity-based compensation charges, acquisition-related charges, amortization of actuarial losses on retirement plans, employee separation charges, restructuring-related charges, gain or loss on settlements and gain or loss on interest rate swap derivatives.  See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures, including the Company’s reasons for using this non-GAAP financial measure.

The Company’s CODMs do not currently review total assets by segment since the majority of the assets are shared by the segments and centrally-managed.However, total assets may be allocated to the segments in the future should the CODMs decide to manage the business in that manner.  Management does review capital expenditures using success-based metrics that allow the Company to determine which segments product groups are driving investment in the network.  Depreciation and amortization expense and certain corporate expenses that are excluded from the measurement of segment profit or loss are not allocated to the operating segments.

The following table provides a reconciliation of operating income to Adjusted EBITDA, as defined by the Company, on a consolidated basis for the three and six months ended June 30, 2014 and 2013:

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013			2014	2013
Operating income	$	10,248	$	12,085	$	21,006	$	25,811
Depreciation and amortization and accretion
of asset retirement obligations		11,240		10,829		21,926		20,423
Sub-total:		21,488		22,914		42,932		46,234
Amortization of actuarial losses		64		309		128		619
Equity-based compensation		1,152		1,328		1,986		2,353
Restructuring charges		-		-		-		40
Employee separation charges		19		-		244		-
Adjusted EBITDA	$	22,723	$	24,551	$	45,290	$	49,246

Two of the Company’s carrier customers individually accounted for 10% and 9%of the Company’s total revenues for thethree and six months ended June 30, 2014 and individually accounted for 7% and 10%of revenues for the three and six months ended June 30, 2013.  Revenues from these carrier customers were derived primarily from network access, data transport and fiber to the cell site services.

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Disclosures About Segments Of An Enterprise And Related Information (Tables)

6 Months Ended

Jun. 30, 2014

Disclosures About Segments Of An Enterprise And Related Information [Abstract]

Summarized Financial Information Of Reportable Segments

(In thousands)	Data		R&SB		RLEC Access		Corporate (Unallocated)		Total
For the three months ended June 30, 2014:
Operating revenues	$	26,707	$	18,290	$	5,168	$	-	$	50,165
Network access costs		3,919		6,271		-		-		10,190
Network operating and selling costs		5,761		4,302		367		-		10,430
Other general and administrative expenses		3,632		2,487		703		1,235		8,057
Adjusted EBITDA(1)		13,395		5,230		4,098		-		22,723
Capital expenditures		13,457		2,599		-		3,115		19,171
For the six months ended June 30, 2014:
Operating revenues	$	52,844	$	36,937	$	10,474	$	-	$	100,255
Network access costs		8,093		12,811		-		-		20,904
Network operating and selling costs		11,683		8,417		693		-		20,793
Other general and administrative expenses		6,956		4,935		1,377		2,358		15,626
Adjusted EBITDA(1)		26,112		10,774		8,404		-		45,290
Capital expenditures		24,794		4,987		-		7,507		37,288

(In thousands)	Data		R&SB		RLEC Access		Corporate (Unallocated)		Total
For the three months ended June 30, 2013:
Operating revenues	$	25,706	$	20,453	$	6,152	$	-	$	52,311
Network access costs		3,879		6,622		-		-		10,501
Network operating and selling costs		5,239		4,903		538		-		10,680
Other general and administrative expenses		3,233		2,572		774		1,637		8,216
Adjusted EBITDA(1)		13,355		6,356		4,840		-		24,551
Capital expenditures		9,998		1,536		454		(296)		11,692
For the six months ended June 30, 2013:
Operating revenues	$	51,075	$	41,510	$	12,260	$	-	$	104,845
Network access costs		7,910		13,745		-		-		21,655
Network operating and selling costs		10,245		9,477		999		-		20,721
Other general and administrative expenses		6,441		5,235		1,547		2,972		16,195
Adjusted EBITDA(1)		26,479		13,053		9,714		-		49,246
Capital expenditures		20,334		3,101		623		2,666		26,724

(1)   The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP measure), defined by the Company as net income or loss attributable to Lumos Networks Corp. before interest, income taxes, depreciation and amortization, accretion of asset retirement obligations, net income or loss attributable to noncontrolling interests, other income or expenses, equity-based compensation charges, acquisition-related charges, amortization of actuarial losses on retirement plans, employee separation charges, restructuring-related charges, gain or loss on settlements and gain or loss on interest rate swap derivatives.  See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures, including the Company’s reasons for using this non-GAAP financial measure.

Reconciliation Of Operating Income To Adjusted EBITDA

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013			2014	2013
Operating income	$	10,248	$	12,085	$	21,006	$	25,811
Depreciation and amortization and accretion
of asset retirement obligations		11,240		10,829		21,926		20,423
Sub-total:		21,488		22,914		42,932		46,234
Amortization of actuarial losses		64		309		128		619
Equity-based compensation		1,152		1,328		1,986		2,353
Restructuring charges		-		-		-		40
Employee separation charges		19		-		244		-
Adjusted EBITDA	$	22,723	$	24,551	$	45,290	$	49,246

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2014

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note 12.  Commitments and Contingencies

The Company periodically makes claims or receives disputes and is involved in legal actions related to billings to other carriers for access to the Company’s network.  The Company does not recognize revenue related to such matters until collection of the claims is reasonably assured.  In addition to this, the Company periodically disputes access charges that are assessed by other companies with which the Company interconnects and is involved in other disputes and legal and tax proceedings and filings arising from normal business activities. 

The Company is involved in routine litigation and disputes in the ordinary course of its business.  While the results of litigation and disputes are inherently unpredictable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows, and believes that adequate provision for any probable and estimable losses has been made in the Company’s condensed consolidated financial statements.

The Company has purchase commitments relating to capital projects totaling $10.7 million as of June 30, 2014, which are expected to be satisfied during the remainder of 2014.

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Equity

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Equity

Note 8.  Equity

Below is a summary of the activity and status of equity as of and for the six months ended June 30, 2014:

(In thousands, except per share amounts)	Common Shares	Treasury Shares	Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Loss, net of tax		Total Lumos Networks Corp. Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance, December 31, 2013	22,158	49	$	222	$	138,166	$	(404)	$	(47,578)	$	(4,073)	$	86,333	$	673	$	87,006
Net income attributable to
Lumos Networks Corp.										7,908				7,908				7,908
Other comprehensive income,
net of tax												81		81				81
Equity-based compensation expense						1,532								1,532				1,532
Excess tax benefits from share-based
compensation						149								149				149
Restricted shares issued, shares
issued through the employee
stock purchase plan and
401(k) matching contributions
(net of shares reacquired
through restricted stock forfeits)	93	(46)		2		128		395						525				525
Stock option exercises	128					1,592								1,592				1,592
Cash dividends declared ($0.28
per share)										(6,235)				(6,235)				(6,235)
Net income attributable to
noncontrolling interests														-		55		55
Balance, June 30, 2014	22,379	3	$	224	$	141,567	$	(9)	$	(45,905)	$	(3,992)	$	91,885	$	728	$	92,613

On July 29, 2014, the Company’s board of directors declared a quarterly dividend on its common stock in the amount of $0.14 per share, which is to be paid on October 9, 2014 to stockholders of record on September 11, 2014.

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Supplementary Disclosures Of Cash Flow Information

6 Months Ended

Jun. 30, 2014

Supplementary Disclosures Of Cash Flow Information [Abstract]

Supplementary Disclosures Of Cash Flow Information

Note 6.  Supplementary Disclosures of Cash Flow Information

The following information is presented as supplementary disclosures for the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013: 

	Six Months Ended June 30,
(In thousands)		2014		2013
Cash payments for:
Interest (net of amounts capitalized)	$	6,198	$	5,793
Income taxes		141		933
Cash receipts for:
Income tax refunds		216		16
Supplemental investing and financing activities:
Additions to property, plant and equipment included in accounts payable and other accrued liabilities		1,795		4,989
Obligations incurred under capital leases		36		6,384
Dividends declared on common stock not paid		3,131		3,062

Cash payments for interest for the six months ended June 30, 2014 and 2013 in the table above are net of $0.9 million and $0.7 million, respectively, of cash received from CoBank for patronage credits (Note 5).  The amount of interest capitalized was $0.2 million and $0.1 million for the six months ended June 30, 2014 and 2013, respectively.  

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Fair Value Of Financial Instruments

6 Months Ended

Jun. 30, 2014

Fair Value Of Financial Instruments [Abstract]

Fair Value Of Financial Instruments

Note 7.  Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, restricted cash, accounts receivable, accounts payable, capital lease obligations (including the current portion), accrued liabilities, interest rate swap derivatives and the Credit Facility (including the current portion) as of June 30, 2014 and December 31, 2013.  The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, capital lease obligations and accrued liabilities approximated their fair values at June 30, 2014 and December 31, 2013.  Marketable securities and interest rate swap derivatives are recorded in the condensed consolidated balance sheets at fair value (see Notes 3 and 5).

The following tables present the placement in the fair value hierarchy of financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2014 and December 31, 2013:

	Fair Value Measurements at June 30, 2014
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash equivalents:
Money market mutual funds	$	25	$	-	$	-	$	25
Total cash equivalents		25		-		-		25
Marketable securities:
Certificates of deposit		-		1,315		-		1,315
Commercial paper		-		3,248		-		3,248
Debt securities issued by U.S. Government agencies		-		6,441		-		6,441
Municipal bonds		-		855		-		855
Corporate debt securities		-		24,737		-		24,737
Total marketable securities		-		36,596		-		36,596
Total financial assets	$	25	$	36,596	$	-	$	36,621
Financial Liabilities:
Interest rate swap derivatives	$	-	$	1,064	$	-	$	1,064
Total financial liabilities	$	-	$	1,064	$	-	$	1,064

	Fair Value Measurements at December 31, 2013
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash equivalents:
Money market mutual funds	$	267	$	-	$	-	$	267
Corporate debt securities		-		1,106		-		1,106
Total cash equivalents		267		1,106		-		1,373
Marketable securities:
Certificates of deposit		-		2,000		-		2,000
Commercial paper		-		5,246		-		5,246
Debt securities issued by U.S. Government agencies		-		8,483		-		8,483
Municipal bonds		-		500		-		500
Corporate debt securities		-		22,251		-		22,251
Total marketable securities		-		38,480		-		38,480
Total financial assets	$	267	$	39,586	$	-	$	39,853
Financial Liabilities:
Interest rate swap derivatives	$	-	$	1,157	$	-	$	1,157
Total financial liabilities	$	-	$	1,157	$	-	$	1,157

The fair value of certificates of deposits and corporate, municipal and U.S. government debt securities are provided by a third-party pricing service and are estimated using pricing models.  The underlying inputs to the pricing models are directly observable from active markets.  However, the pricing models used do entail a certain amount of subjectivity and therefore differing judgments in how the underlying inputs are modeled could result in different estimates of fair value.  As such, we classify these fair value measurements as Level 2 within the fair value hierarchy.  The fair value of interest rate derivatives were derived based on bid prices obtained from the administrative agents as of the measurement date.

The following table summarizes the carrying amounts and estimated fair values of the components included in the Company’s long-term debt, including the current portion.

	June 30, 2014				December 31, 2013
(In thousands)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Credit Facility	$	372,250	$	378,717	$	373,625	$	366,955
Capital lease obligations		5,194		5,194		6,353		6,353

The fair value of the Credit Facility was estimated based on an internal discounted cash flows analysis that schedules out the estimated cash flows for the future debt and interest repayments and applies a discount factor that is adjusted to reflect estimated changes in market conditions and credit factors.

The Company also has certain non-marketable long-term investments for which it is not practicable to estimate fair value with a total carrying value of $0.8 million as of June 30, 2014 and $0.7 million as of December 31, 2013, respectively, of which $0.7 million and $0.6 million represents the Company’s investment in CoBank for the respective periods.  This investment is primarily related to patronage distributions of restricted equity and is a required investment related to the portion of the Credit Facility held by CoBank.  This investment is carried under the cost method.

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Earnings Per Share

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Note 9.  Earnings per Share

The Company computes basic earnings per share by dividing net income attributable to Lumos Networks Corp. applicable to common shares by the weighted average number of common shares outstanding during the period.  The impact on earnings per share of nonvested restricted shares outstanding that contain a non-forfeitable right to receive dividends on a one-to-one per share ratio to common shares is included in the computation of basic earnings per share pursuant to the two-class method.  The Company issues restricted shares from time to time with vesting terms that are based on achievement of certain stock price performance conditions.  These nonvested restricted shares are excluded from the computation of basic and diluted weighted average shares until the period in which the applicable performance or market conditions are attained.  The Company uses the treasury stock method to determine the number of potentially dilutive common shares from stock options and nonvested restricted shares during the period.

The computations of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013 are detailed in the following table.

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	2014		2013		2014		2013
Numerator:
Net income attributable to Lumos Networks Corp.	$	3,846	$	4,762	$	7,908	$	11,171
Less: net income attributable to Lumos Networks Corp. allocable to participating securities		(94)		(134)		(191)		(276)
Numerator for basic and diluted earnings per common share		3,752		4,628		7,717		10,895
Denominator:
Weighted average basic shares outstanding		22,268		21,962		22,209		21,824
Less:  weighted average participating securities and nonvested performance-based restricted shares		(566)		(725)		(557)		(612)
Denominator for basic earnings per common share		21,702		21,237		21,652		21,212
Plus:  potentially dilutive restricted shares and stock options		412		229		360		125
Denominator for diluted earnings per common share		22,114		21,466		22,012		21,337
Earnings per share - basic	$	0.17	$	0.22	$	0.36	$	0.51
Earnings per share - diluted	$	0.17	$	0.22	$	0.35	$	0.51

For the three months ended June  30, 2014 and 2013, the denominator for diluted earnings per common share excludes 1,150,712shares and 578,868shares, respectively, related to stock options and nonvested restricted stock which would be antidilutive for each period.For the six months ended June  30, 2014 and 2013, the denominator for diluted earnings per common share excludes 508,403shares and 1,687,938shares, respectively, related to stock options and nonvested restricted stock which would be antidilutive for each period.

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Summary Of Significant Accounting Policies (Schedule Of Net Periodic Benefit Cost) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Defined Benefit Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost
Interest cost	656	608	1,312	1,216
Expected return on plan assets	(1,093)	(975)	(2,186)	(1,951)
Amortization of loss		229		459
Net periodic benefit cost (income)	(437)	(138)	(874)	(276)
Other Postretirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	13	23	26	46
Interest cost	147	121	294	242
Amortization of loss	8	7	16	14
Net periodic benefit cost (income)	$ 168	$ 151	$ 336	$ 302

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Stock Plans (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options issued	165,149
Number of shares issued during the period	126,340
Stock plan vesting description	Options generally cliff vest on the first anniversary of the grant date for non-employee directors. Restricted shares generally cliff vest on the third anniversary of the grant date for employees and generally cliff vest on the first anniversary of the grant date for non-employee directors. Some of the outstanding restricted stock awards vest on a graded vesting schedule over a five year period.
Vesting schedule	5 years
Stock options to be granted, minimum percentage	100.00%
Stock options grants, maximum life, in years	10 years
Weighted-average grant date fair value per share of stock options granted	$ 6.76
Total fair value of options vested	$ 0.4
Unrecognized compensation cost	2.4
Unrecognized compensation cost recognition period, in years	3 years 2 months 12 days
Shares available for employee stock purchase plan	100,000
Shares price percentage	85.00%
Shares issued under the employee stock purchase plan	2,796
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 4.5
Unrecognized compensation cost recognition period, in years	2 years 3 months 18 days
Equity And Cash Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	1,500,000
Maximum number of shares of common stock available for awards	5,500,000
Securities remained available for issuance	1,595,512
Stock plan vesting description	Options issued to employees with service-only conditions generally vest on a graded vesting schedule over a four to five year period. Options generally cliff vest on the first anniversary of the grant date for non-employee directors.
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for options issued to employees with service-only conditions	4 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for options issued to employees with service-only conditions	5 years

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Summary Of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Defined Benefit Plan Disclosure [Line Items]

Schedule Of Allowance For Doubtful Accounts

			Additions
(In thousands)	December 31, 2013		Charged to Expense		Charged to Other Accounts		Deductions		June 30, 2014
Allowance for doubtful accounts	$	1,485	$	483	$	33	$	(632)	$	1,369

Finite-Lived Intangibles Assets

		June 30, 2014				December 31, 2013
(Dollars in thousands)	Estimated Life	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	5 to 15 yrs	$	103,108	$	(83,895)	$	103,153	$	(79,399)
Trademarks and franchise rights	10 to 15 yrs		2,862		(1,598)		3,518		(2,201)
Total		$	105,970	$	(85,493)	$	106,671	$	(81,600)

Schedule Of Future Amortization Expense

(In thousands)	Customer Relationships		Trademarks and Franchise Rights		Total
Remainder of 2014	$	4,512	$	81	$	4,593
2015		4,644		163		4,807
2016		2,412		163		2,575
2017		2,093		163		2,256
2018		1,781		163		1,944
2019		1,513		152		1,665

Defined Benefit Pension Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule Of Net Periodic (Benefit) Expense

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	-	$	-	$	-	$	-
Interest cost		656		608		1,312		1,216
Expected return on plan assets		(1,093)		(975)		(2,186)		(1,951)
Amortization of loss		-		229		-		459
Net periodic benefit cost (income)	$	(437)	$	(138)	$	(874)	$	(276)

Other Postretirement Benefit Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule Of Net Periodic (Benefit) Expense

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	13	$	23	$	26	$	46
Interest cost		147		121		294		242
Amortization of loss		8		7		16		14
Net periodic benefit cost	$	168	$	151	$	336	$	302

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Fair Value Of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Of Financial Instruments [Abstract]

Summary Of Financial Assets And Liabilities Measured At Fair Value

	Fair Value Measurements at June 30, 2014
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash equivalents:
Money market mutual funds	$	25	$	-	$	-	$	25
Total cash equivalents		25		-		-		25
Marketable securities:
Certificates of deposit		-		1,315		-		1,315
Commercial paper		-		3,248		-		3,248
Debt securities issued by U.S. Government agencies		-		6,441		-		6,441
Municipal bonds		-		855		-		855
Corporate debt securities		-		24,737		-		24,737
Total marketable securities		-		36,596		-		36,596
Total financial assets	$	25	$	36,596	$	-	$	36,621
Financial Liabilities:
Interest rate swap derivatives	$	-	$	1,064	$	-	$	1,064
Total financial liabilities	$	-	$	1,064	$	-	$	1,064

	Fair Value Measurements at December 31, 2013
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Financial Assets:
Cash equivalents:
Money market mutual funds	$	267	$	-	$	-	$	267
Corporate debt securities		-		1,106		-		1,106
Total cash equivalents		267		1,106		-		1,373
Marketable securities:
Certificates of deposit		-		2,000		-		2,000
Commercial paper		-		5,246		-		5,246
Debt securities issued by U.S. Government agencies		-		8,483		-		8,483
Municipal bonds		-		500		-		500
Corporate debt securities		-		22,251		-		22,251
Total marketable securities		-		38,480		-		38,480
Total financial assets	$	267	$	39,586	$	-	$	39,853
Financial Liabilities:
Interest rate swap derivatives	$	-	$	1,157	$	-	$	1,157
Total financial liabilities	$	-	$	1,157	$	-	$	1,157

Schedule Of Carrying Amounts And Estimated Fair Values Of Long-Term Debt

	June 30, 2014				December 31, 2013
(In thousands)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Credit Facility	$	372,250	$	378,717	$	373,625	$	366,955
Capital lease obligations		5,194		5,194		6,353		6,353

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Earnings Per Share (Narrative) (Details) (Stock Options And Nonvested Restricted Stock [Member])	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Stock Options And Nonvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Excluded from computation of diluted earnings per common share	1,150,712	578,868	508,403	1,687,938

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Long-Term Debt (Narrative) (Details) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended				6 Months Ended					0 Months Ended			6 Months Ended				6 Months Ended		1 Months Ended		6 Months Ended
	Apr. 30, 2013	Jun. 30, 2014 item	Jun. 30, 2013	Jun. 30, 2014 item	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2014 January 1, 2014 Through December 31, 2014 [Member] item	Jun. 30, 2014 January 1, 2015 Through December 31, 2015 [Member] item	Jun. 30, 2014 After December 31, 2015 [Member] item	Jun. 30, 2014 Vehicles [Member]	Jun. 30, 2014 Software Licenses [Member]	Apr. 30, 2013 Senior Secured Five Year Amortizing Term Loan [Member]	Apr. 30, 2013 Senior Secured Six Year Amortizing Term Loan [Member]	Apr. 30, 2013 Senior Secured Revolving Credit Facility [Member]	Jun. 30, 2014 Revolver [Member]	Jun. 30, 2014 Term Loan A [Member]	Jun. 30, 2014 Term Loan A [Member] September 30, 2014 Through December 31, 2016 [Member]	Jun. 30, 2014 Term Loan A [Member] After December 31, 2016 [Member]	Jun. 30, 2014 Term Loan B [Member]	Jun. 30, 2014 Term Loan B [Member] Beginning On September 30, 2013 [Member]	Jul. 31, 2013 Term Loan A And B [Member]	Jun. 30, 2014 Term Loan A And B [Member]	Jun. 30, 2014 Minimum [Member]	Jun. 30, 2014 Maximum [Member]
Schedule of Long Term Debt and Capital Lease Obligations [Line Items]
Line of credit borrowing capacity	$ 425,000,000
Line of credit current borrowing capacity													100,000,000	275,000,000	50,000,000
Term of loan													5 years	6 years	5 years
Amount outstanding retired	311,000,000
Amount outstanding, credit facility																0
Basis spread on variable rate																3.25%	3.25%			3.50%
Quarterly payments per annum																		1.25%	2.50%		1.00%
Line of credit, leverage ratio, maximum								4.50	4.25	4.00
Line of credit, interest coverage ratio, minimum				3.25
Leverage and interest coverage ratio				leverage ratio was 4.09:1.00 and its interest coverage ratio was 6.64:1.00
Leverage and interest coverage ratio requirements				maximum leverage ratio of 4.50:1.00 for 2014, 4.25:1.00 for 2015 and 4.00:1.00 thereafter. The Credit Facility also sets a minimum interest rate coverage ratio of 3.25:1.00
Line of credit, leverage ratio		4.09		4.09
Line of credit, interest coverage ratio		6.64		6.64
Line of credit, initial distributable amount	12,000,000
Line of credit, distributable amount, increase each year		12,000,000		12,000,000
Line of credit, distributable amount, increase each year, free cash flow				75.00%
Line of credit, distributable amount		11,700,000		11,700,000
Fixed interest rate						0.80%	0.50%
Combined notional amount of swap agreements percentage of aggregate outstanding balance of term loans																						50.00%
Notional amount remaining		186,100,000		186,100,000
Gain (loss) on interest rate swap derivatives		100,000	300,000	100,000	500,000
Total unamortized debt issuance costs		5,900,000		5,900,000		6,600,000
Amortization of debt issuance costs		400,000	300,000	700,000	500,000
Patronage credits		200,000	300,000	300,000	600,000
Maturities of long-term debt, remainder of 2014																							3,900,000
Maturities of long-term debt, 2015																							7,700,000
Maturities of long-term debt, 2016																							7,700,000
Maturities of long-term debt, 2017																							12,800,000
Maturities of long-term debt, 2018																							80,200,000
Maturities of long-term debt, thereafter																							259,900,000
Blended average interest rate		4.22%		4.22%
Term of capital leases																								4 years	5 years
Capital leases											3,100,000	5,900,000
Accumulated amortization											1,800,000	1,200,000
Future minimum lease payments		5,200,000		5,200,000
Future minimum lease payments, remainder of 2014		300,000		300,000
Future minimum lease payments, 2015		2,400,000		2,400,000
Future minimum lease payments, 2016		2,300,000		2,300,000
Future minimum lease payments, 2017		100,000		100,000
Future minimum lease payments, thereafter		$ 100,000		$ 100,000

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Condensed Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Consolidated Statements Of Comprehensive Income [Abstract]
Net Income	$ 3,879	$ 4,798	$ 7,974	$ 11,276
Other Comprehensive Income, Net of Tax:
Reclassification adjustment for amortization of actuarial loss from defined benefit plans included in net income, net of $25 and $120 of income taxes for the three months ended June 30, 2014 and 2013, respectively, and $50 and $241 of income taxes for the six months ended June 30, 2014 and 2013, respectively (see Note 2)	39	189	78	378
Unrealized (loss) gain on available-for-sale securities, net of ($8) and $2 of income taxes for the three and six months ended June 30, 2014, respectively	(12)		3
Other Comprehensive Income, Net of Tax	27	189	81	378
Total Comprehensive Income	3,906	4,987	8,055	11,654
Less: Comprehensive Income Attributable to Noncontrolling Interests	(33)	(36)	(66)	(105)
Comprehensive Income Attributable to Lumos Networks Corp.	$ 3,873	$ 4,951	$ 7,989	$ 11,549

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Cash Equivalents And Marketable Securities

6 Months Ended

Jun. 30, 2014

Cash Equivalents And Marketable Securities [Abstract]

Cash Equivalents And Marketable Securities

Note 3.  Cash Equivalents and Marketable Securities

The Company’s cash equivalents and available-for-sale securities reported at fair value as of June 30, 2014 and December 31, 2013 are summarized below.

(In thousands)	June 30, 2014		December 31, 2013
Cash equivalents:
Money market mutual funds	$	25	$	267
Corporate debt securities		-		1,106
Total cash equivalents		25		1,373
Marketable securities:
Certificates of deposit		1,315		2,000
Commercial paper		3,248		5,246
Debt securities issued by U.S. Government agencies		6,441		8,483
Municipal bonds		855		500
Corporate debt securities		24,737		22,251
Total marketable securities, available-for-sale		36,596		38,480
Total cash equivalents and marketable securities	$	36,621	$	39,853

At June 30, 2014 and December 31, 2013, the carrying values of the investments included in cash and cash equivalents approximated fair value.  The amortized cost basis of the available-for-sale securities was not materially different from the aggregate fair value.

The contractual maturities of the Company’s available-for-sale debt securities were as follows as of June 30, 2014:

(In thousands)	Total
Due in one year or less	$	22,555
Due after one year through two years		14,041
Total debt securities	$	36,596

The Company received total proceeds of $6.4 million and $14.2 million from the sale or maturity of available-for-sale marketable securities during the three and six months ended June 30, 2014, respectively.  The Company did not recognize any material realized net gains or losses and net unrealized holding gains on available-for-sale securities were less than $0.1 million for each of the three and six months ended June 30, 2014.  Unrealized holding gains or losses are included in accumulated other comprehensive loss on the condensed consolidated balance sheets.

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Equity (Tables)

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Summary Of Activity And Status Of Equity

(In thousands, except per share amounts)	Common Shares	Treasury Shares	Common Stock		Additional Paid-in Capital		Treasury Stock		Accumulated Deficit		Accumulated Other Comprehensive Loss, net of tax		Total Lumos Networks Corp. Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance, December 31, 2013	22,158	49	$	222	$	138,166	$	(404)	$	(47,578)	$	(4,073)	$	86,333	$	673	$	87,006
Net income attributable to
Lumos Networks Corp.										7,908				7,908				7,908
Other comprehensive income,
net of tax												81		81				81
Equity-based compensation expense						1,532								1,532				1,532
Excess tax benefits from share-based
compensation						149								149				149
Restricted shares issued, shares
issued through the employee
stock purchase plan and
401(k) matching contributions
(net of shares reacquired
through restricted stock forfeits)	93	(46)		2		128		395						525				525
Stock option exercises	128					1,592								1,592				1,592
Cash dividends declared ($0.28
per share)										(6,235)				(6,235)				(6,235)
Net income attributable to
noncontrolling interests														-		55		55
Balance, June 30, 2014	22,379	3	$	224	$	141,567	$	(9)	$	(45,905)	$	(3,992)	$	91,885	$	728	$	92,613

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Disclosures About Segments Of An Enterprise And Related Information (Narrative) (Details)	6 Months Ended	12 Months Ended	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2014 customer	Dec. 31, 2013 segment	Jun. 30, 2014 Customer One [Member]	Jun. 30, 2013 Customer One [Member]	Jun. 30, 2014 Customer One [Member]	Jun. 30, 2013 Customer One [Member]	Jun. 30, 2014 Customer Two [Member]	Jun. 30, 2013 Customer Two [Member]	Jun. 30, 2014 Customer Two [Member]	Jun. 30, 2013 Customer Two [Member]
Segment Reporting Information [Line Items]
Number of reportable operating segments		3
Number of customers that individually accounted for approximately 10% of total revenues	2
Percentage to total revenue			10.00%	7.00%	9.00%	10.00%	10.00%	7.00%	9.00%	10.00%

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Summary Of Significant Accounting Policies (Policy)

6 Months Ended

Jun. 30, 2014

Summary Of Significant Accounting Policies [Abstract]

Principles Of Consolidation And Basis Of Presentation

Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company, Lumos Networks Operating Company, a wholly-owned subsidiary of the Company, and all of Lumos Networks Operating Company’s wholly-owned subsidiaries and those limited liability corporations where Lumos Networks Operating Company or certain of its subsidiaries, as managing member, exercise control.  All significant intercompany accounts and transactions have been eliminated in consolidation.

In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2014 and 2013 contain all adjustments necessary to present fairly in all material respects the financial position as of June 30, 2014, and the results of operations and cash flows for all periods presented on the respective condensed consolidated financial statements included herein.  The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year.  The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited consolidated 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.

Accounting Estimates

Accounting Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Significant items subject to such estimates and assumptions include the useful lives of fixed assets; the allowance for doubtful accounts; the valuation of interest rate swap derivatives, deferred tax assets, marketable securities, asset retirement obligations and equity-based compensation; goodwill impairment assessments and reserves for employee benefit obligations and income tax uncertainties.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when services are rendered or when products are delivered, installed and functional, as applicable.  Certain services of the Company require payment in advance of service performance.  In such cases, the Company records a service liability at the time of billing and subsequently recognizes revenue ratably over the service period.  The Company bills customers certain transactional taxes on service revenues.  These transactional taxes are not included in reported revenues as they are recognized as liabilities at the time customers are billed.

The Company earns revenue by providing services through access to and usage of its networks.  Local service revenues are recognized as services are provided.  Carrier data revenues are earned by providing switched access and other switched and dedicated services, including wireless roamer management, to other carriers.  Revenues for equipment sales are recognized at the point of sale. 

The Company periodically makes claims for recovery of access charges on certain minutes of use terminated by the Company on behalf of other carriers.  The Company recognizes such revenue in the period in which it is determined that the amounts can be estimated and collection is reasonably assured.

Cash Equivalents And Marketable Securities

Cash Equivalents and Marketable Securities

The Company considers its investment in all highly liquid debt instruments with an original maturity of three months or less, when purchased, to be cash equivalents.  The Company determines the appropriate classification of investment securities at the time of purchase and reevaluates this determination at the end of each reporting period.  Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost.  Debt securities not classified as held-to-maturity are classified as available-for-sale.  Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income or loss, net of tax.  All of the Company’s debt securities not classified as cash equivalents were classified as available-for-sale securities as of June 30, 2014 and December 31, 2013.

Restricted Cash

Restricted Cash

During 2010, the Company received a federal broadband stimulus award to bring broadband services and infrastructure to Alleghany County, Virginia.  The total project is $16.1 million, of which 50% (approximately $8 million) is being funded by a grant from the federal government.  The project is expected to be completed before September 30, 2015.  The Company was required to deposit 100% of its portion for the grant (approximately $8 million) into a pledged account in advance of any reimbursements, which can be drawn down ratably following the grant reimbursement approvals, which are contingent on adherence to the program requirements.  The Company did not receive any cash reimbursements during the three or six months ended June 30, 2014.  As of June 30, 2014, the Company had a $0.4 million receivable for the reimbursable portion of the qualified recoverable expenditures and the Company’s pledged account balance was $4.3 million. The escrow account is a non-interest bearing account with the Company’s primary commercial bank. 

Trade Accounts Receivable

Trade Accounts Receivable

The Company sells its services to other communication carriers and to business and residential customers primarily in Virginia and West Virginia and portions of Maryland, Pennsylvania, Ohio and Kentucky.  The Company has credit and collection policies to maximize collection of trade receivables and requires deposits on certain sales.  The Company maintains an allowance for doubtful accounts based on a review of specific customers with large receivable balances and for the remaining customer receivables the Company uses historical results, current and expected trends and changes in credit policies.  Management believes the allowance adequately covers all anticipated losses with respect to trade receivables.  Actual credit losses could differ from such estimates.  The Company includes bad debt expense in selling, general and administrative expense in the condensed consolidated statements of income.  Bad debt expense for the three months ended June 30, 2014 and 2013 was $0.3 million and $0.1 million, respectively, and bad debt expense for the six months ended June 30, 2014 and 2013 was $0.5 million and $0.1 million, respectively.  The Company’s allowance for doubtful accounts was $1.4 million and $1.5 million as of June 30, 2014 and December 31, 2013, respectively.

The following table presents a roll-forward of the Company’s allowance for doubtful accounts from December 31, 2013 to June 30, 2014:

			Additions
(In thousands)	December 31, 2013		Charged to Expense		Charged to Other Accounts		Deductions		June 30, 2014
Allowance for doubtful accounts	$	1,485	$	483	$	33	$	(632)	$	1,369

Property, Plant And Equipment And Other Long-Lived Assets (Excluding Goodwill And Indefinite-Lived Intangible Assets)

Property, Plant and Equipment and Other Long-Lived Assets (Excluding Goodwill and Indefinite-Lived Intangible Assets)

Property, plant and equipment, finite-lived intangible assets and long-term deferred charges are recorded at cost and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be evaluated pursuant to the subsequent measurement guidance described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35.  Impairment is determined by comparing the carrying value of these long-lived assets to management’s best estimate of future undiscounted cash flows expected to result from the use of the assets.  If the carrying value exceeds the estimated undiscounted cash flows, the excess of the asset’s carrying value over the estimated fair value is recorded as an impairment charge.  The Company believes that no impairment indicators exist as of June 30, 2014 that would require it to perform impairment testing for long-lived assets, including property, plant and equipment, long-term deferred charges and finite-lived intangible assets to be held and used.

Depreciation of property, plant and equipment is calculated on a straight-line basis over the estimated useful lives of the assets, which the Company periodically reviews and updates based on historical experiences and future expectations.  Plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.  Amortization of assets held under capital leases, including certain software licenses, is included with depreciation expense.

Intangibles with a finite life are classified as other intangibles on the condensed consolidated balance sheets.  At June 30, 2014 and December 31, 2013, other intangibles were comprised of the following: 

		June 30, 2014				December 31, 2013
(Dollars in thousands)	Estimated Life	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	5 to 15 yrs	$	103,108	$	(83,895)	$	103,153	$	(79,399)
Trademarks and franchise rights	10 to 15 yrs		2,862		(1,598)		3,518		(2,201)
Total		$	105,970	$	(85,493)	$	106,671	$	(81,600)

The Company amortizes its finite-lived intangible assets using the straight-line method unless it determines that another systematic method is more appropriate.  The amortization for certain customer relationship intangibles is being recognized using an accelerated amortization method based on the pattern of estimated earnings from these assets.

The estimated life of amortizable intangible assets is determined from the unique factors specific to each asset, and the Company periodically reviews and updates estimated lives based on current events and future expectations. The Company capitalizes costs incurred to renew or extend the term of a recognized intangible asset and amortizes such costs over the remaining life of the asset. No such costs were incurred during the three or six months ended June 30, 2014.  Amortization expense for the three months ended June 30, 2014 and 2013 was $2.3 million and $2.5 million, respectively, and amortization expense for the six months ended June 30, 2014 and 2013 was $4.6 million and $4.9 million, respectively.

Amortization expense for the remainder of 2014 and for the next five years is expected to be as follows:

(In thousands)	Customer Relationships		Trademarks and Franchise Rights		Total
Remainder of 2014	$	4,512	$	81	$	4,593
2015		4,644		163		4,807
2016		2,412		163		2,575
2017		2,093		163		2,256
2018		1,781		163		1,944
2019		1,513		152		1,665

Goodwill And Indefinite-Lived Intangible Assets

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and certain trademarks are considered to be indefinite-lived intangible assets.  Indefinite-lived intangible assets are not subject to amortization but are instead tested for impairment annually or more frequently if an event indicates that the asset might be impaired.  The Company’s policy is to assess the recoverability of indefinite-lived assets annually on October 1 and whenever adverse events or changes in circumstances indicate that impairment may have occurred.The Company believes there have been no events or circumstances to cause management to evaluate the carrying amount of goodwill during the six months ended June 30, 2014.

Pension Benefits And Retirement Benefits Other Than Pensions

Pension Benefits and Retirement Benefits Other Than Pensions

The Company sponsors a non-contributory defined benefit pension plan (the “Pension Plan”) covering all employees who meet eligibility requirements and were employed prior to October 1, 2003.  Pension benefits vest after five years of plan service and are based on years of service and an average of the five highest consecutive years of compensation subject to certain reductions if the employee retires before reaching age 65 and elects to receive the benefit prior to age 65.  The Company froze the Pension Plan effective December 31, 2012. As such, no further benefits are being accrued by participants for services rendered beyond that date.

For the three and six months ended June 30, 2014 and 2013, the components of the Company’s net periodic benefit cost (income) for the Pension Plan were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	-	$	-	$	-	$	-
Interest cost		656		608		1,312		1,216
Expected return on plan assets		(1,093)		(975)		(2,186)		(1,951)
Amortization of loss		-		229		-		459
Net periodic benefit cost (income)	$	(437)	$	(138)	$	(874)	$	(276)

Pension plan assets were valued at $59.1 million and $57.8 million at June 30, 2014 and December 31, 2013, respectively.  No funding contributions were made in the six months ended June 30, 2014, and the Company does not expect to make a funding contribution during the remainder of 2014.

The Company also provides certain health care and life insurance benefits for retired employees that meet eligibility requirements through two qualified nonpension postretirement benefit plans (the “Other Postretirement Benefit Plans”).  For the three and six months ended June 30, 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 June 30,				Six Months Ended June 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	13	$	23	$	26	$	46
Interest cost		147		121		294		242
Amortization of loss		8		7		16		14
Net periodic benefit cost	$	168	$	151	$	336	$	302

In July 2014, the Company notified participants that health care benefits under the Other Postretirement Benefit Plans will be discontinued effective December 31, 2014.  The Company expects to recognize a gain upon settlement of the obligation associated with the plan but has not yet determined the amount or the timing of which it will be recognized in the consolidated financial statements.

The Company recognized expense for certain nonqualified pension plans for each of the three months ended June 30, 2014 and 2013 of $0.1 million, and less than $0.1 million of this expense for each period relates to the amortization of actuarial loss.  Expense for nonqualified pension plans for each of the six months ended June 30, 2014 and 2013 was $0.2 million, and $0.1 million of this expense relates to the amortization of actuarial loss.

The total amount reclassified out of accumulated other comprehensive income related to amortization of actuarial losses for retirement plans for the three months ended June 30, 2014 and 2013 was $0.1 million and $0.3million, respectively, and $0.1 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively, all of which has been reclassified to selling, general and administrative expenses on the condensed consolidated statements of income.

Equity-Based Compensation

Equity-based Compensation

The Company accounts for share-based employee compensation plans under FASB ASC 718, Stock Compensation.  Equity-based compensation expense from share-based equity awards is recorded with an offsetting increase to additional paid-in capital on the condensed consolidated balance sheet.  For equity awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award.

The fair value of common stock options granted with service-only conditions is estimated at the respective measurement date using the Black-Scholes option-pricing model with assumptions related to risk-free interest rate, expected volatility, dividend yield and expected term.  The fair value of restricted stock awards granted with service-only conditions is estimated based on the market value of the common stock on the date of grant reduced by the present value of expected dividends as applicable.  Certain stock options and restricted shares granted by the Company contain vesting provisions that are conditional on achievement of a target market price for the Company’s common stock.  The grant date fair value of these options and restricted shares is adjusted to reflect the probability of the achievement of the market condition based on management’s best estimate using a Monte Carlo model (see Note 10).  The Company initially recognizes the related compensation cost for these awards that contain a market condition on a straight-line basis over the requisite service period as derived from the valuation model.  The Company accelerates expense recognition if the market conditions are achieved prior to the end of the derived requisite service period.  

Total equity-based compensation expense related to all of the share-based awards and the Company’s 401(k) matching contributions was $1.2 million and $1.3 million for the three months ended June 30, 2014 and 2013, respectively, and $2.0 million and $2.4 million for the six months ended June 30, 2014 and 2013, respectively, which amounts are included in selling, general and administrative expenses on the condensed consolidated statements of income. 

Future charges for equity-based compensation related to instruments outstanding at June 30, 2014 for the remainder of 2014 and for the years 2015 through 2019 are estimated to be $1.7 million, $2.8 million, $1.7 million, $0.8 million, $0.1 million and less than $0.1 million, respectively.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value or for certain financial instruments for which disclosure of fair value is required, the Company uses fair value techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.  However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability.  Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

U.S. GAAP establishes a fair value hierarchy with three levels of inputs that may be used to measure fair value:

· Level 1 – Unadjustedquoted prices in active markets for identical assets or liabilities.

· Level 2 – Unadjustedquoted prices for similar assets or liabilities in active markets, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs other than quoted prices that are observable for the asset or liability.

· Level 3 – Unobservableinputs for the asset or liability.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose.  ASU 2013-11 was effective prospectively for public entities for annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Prospective application applies to unrecognized tax benefits that exist at the date of adoption and those that arise after adoption. The Company’s adoption of this ASU in the first quarter of 2014 did not have a material impact on its condensed consolidated balance sheet as of June 30, 2014.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.  ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The new standard is effective for the Company on January 1, 2017.  Early application is not permitted.  The standard permits the use of either the retrospective or cumulative effect transition method.  The Company has not yet selected a transition method and is still evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and disclosures.