Consolidated Communications (CNSL) 10-Q 2014 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[ X ]        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

Commission File Number 000-51446

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	02-0636095
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)
121 South 17th Street, Mattoon, Illinois	61938-3987
(Address of principal executive offices)	(Zip Code)

  (217) 235-3311   

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X            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).

Yes    X             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 the 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___ (Do not check if a smaller reporting company)               Smaller reporting company ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ____          No   X

On July 23, 2014, the registrant had 40,289,154 shares of Common Stock outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 6.	Exhibits	43
SIGNATURES		44

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; Amounts in thousands except per share amounts)

	Quarter Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net revenues	$	151,036		$	151,320		$	300,684		$	302,848
Operating expense:
Cost of services and products (exclusive of depreciation and amortization)	55,918			55,942			111,218			110,994
Selling, general and administrative expenses	32,711			33,544			65,286			66,670
Financing and other transaction costs	977			178			1,266			357
Depreciation and amortization	36,005			34,709			71,547			69,550
Income from operations	25,425			26,947			51,367			55,277
Other income (expense):
Interest expense, net of interest income	(19,728		)	(20,697		)	(39,559		)	(45,297)
Investment income	9,313			8,693			17,649			17,477
Other, net	(252		)	82			(1,155		)	(25)
Income from continuing operations before income taxes	14,758			15,025			28,302			27,432
Income tax expense	4,871			5,465			9,993			11,014
Income from continuing operations	9,887			9,560			18,309			16,418
Loss from discontinued operations, net of tax	-			(272		)	-			(248)
Net income	9,887			9,288			18,309			16,170
Less: net income attributable to noncontrolling interest	80			94			178			193
Net income attributable to common shareholders	$	9,807		$	9,194		$	18,131		$	15,977
Net income per common share - basic and diluted
Income from continuing operations	$	0.24		$	0.23		$	0.45		$	0.40
Income (loss) from discontinued operations	-			(0.01		)	-			(0.01)
Net income per basic and diluted common share attributable to common shareholders	$	0.24		$	0.22		$	0.45		$	0.39
Dividends declared per common share	$	0.38		$	0.38		$	0.77		$	0.77

See accompanying notes.

1

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; Amounts in thousands)

	Quarter Ended June 30,					Six Months Ended June 30,
	2014			2013		2014			2013
Net income	$	9,887		$	9,288	$	18,309		$	16,170
Pension and post-retirement obligations:
Amortization of actuarial (gains) losses and prior service credit to earnings, net of tax	(136		)	474		(272		)	948
Derivative instruments designated as cash flow hedges:
Change in fair value of derivatives, net of tax	-			163		-			131
Reclassification of realized loss to earnings, net of tax	303			556		711			2,846
Comprehensive income	10,054			10,481		18,748			20,095
Less: comprehensive income attributable to noncontrolling interest	80			94		178			193
Total comprehensive income attributable to common shareholders	$	9,974		$	10,387	$	18,570		$	19,902

See accompanying notes.

2

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; Amounts in thousands except share and per share amounts)

	June 30,			December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	4,882		$	5,551
Accounts receivable, net	51,079			52,033
Income tax receivable	2,968			9,796
Deferred income taxes	7,960			7,960
Prepaid expenses and other current assets	14,413			12,380
Total current assets	81,302			87,720
Property, plant and equipment, net	866,982			885,362
Investments	112,852			113,099
Goodwill	603,446			603,446
Other intangible assets	35,248			40,084
Deferred debt issuance costs, net and other assets	20,687			17,667
Total assets	$	1,720,517		$	1,747,378
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,644		$	4,885
Advance billings and customer deposits	23,153			25,934
Dividends payable	15,607			15,520
Accrued compensation	19,016			22,252
Accrued expense	36,189			38,697
Current portion of long-term debt and capital lease obligations	9,796			9,751
Current portion of derivative liability	1,299			660
Total current liabilities	114,704			117,699
Long-term debt and capital lease obligations	1,207,609			1,212,134
Deferred income taxes	179,589			179,859
Pension and other postretirement obligations	65,885			75,754
Other long-term liabilities	11,133			9,593
Total liabilities	1,578,920			1,595,039
Commitments and contingencies
Shareholders’ equity:
Common stock, par value $0.01 per share; 100,000,000 shares
authorized, 40,289,154 and 40,065,246 shares outstanding as of
June 30, 2014 and December 31, 2013, respectively	403			401
Additional paid-in capital	137,072			148,433
Retained earnings	-			-
Accumulated other comprehensive loss, net	(561		)	(1,000		)
Noncontrolling interest	4,683			4,505
Total shareholders’ equity	141,597			152,339
Total liabilities and shareholders’ equity	$	1,720,517		$	1,747,378

See accompanying notes.

3

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; amounts in thousands)

	Six Months Ended June 30,
	2014			2013
Net cash provided by continuing operations	$	87,045		$	67,346
Net cash used in discontinued operations	-			(3,097		)
Net cash provided by operating activities	87,045			64,249
Cash flows from investing activities:
Purchases of property, plant and equipment, net	(50,446		)	(52,623		)
Proceeds from sale of assets	1,250			50
Other	-			(131		)
Net cash used in continuing operations	(49,196		)	(52,704		)
Net cash used in discontinued operations	-			(48		)
Net cash used in investing activities	(49,196		)	(52,752		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	26,000			49,000
Payment of capital lease obligation	(317		)	(224		)
Payment on long-term debt	(30,550		)	(43,620		)
Payment of financing costs	(2,524		)	-
Dividends on common stock	(31,127		)	(30,987		)
Net cash used in financing activities	(38,518		)	(25,831		)
Decrease in cash and cash equivalents	(669		)	(14,334		)
Cash and cash equivalents at beginning of period	5,551			17,854
Cash and cash equivalents at end of period	$	4,882		$	3,520

See accompanying notes.

4

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Basis of Accounting

Consolidated Communications Holdings, Inc. (the “Company”, “we” or “our”) is a holding company with operating subsidiaries (collectively “Consolidated”) that provide communications services to residential and business customers in Illinois, Texas, Pennsylvania, California, Kansas and Missouri.

We offer a wide range of telecommunications services to residential and business customers in the areas we serve. Our telecommunications services include local and long-distance service, high-speed broadband Internet access, video services, digital telephone service (“VOIP”), custom calling features, private line services, carrier grade access services, network capacity services over our regional fiber optic networks, directory publishing, Competitive Local Exchange Carrier (“CLEC”) services and equipment sales.  As of June 30, 2014, we had approximately 250 thousand access lines, 121 thousand voice connections, 259 thousand data and Internet connections and 111 thousand video connections.

We historically operated our business as two separate reportable segments: Telephone Operations and Other Operations.  During the quarter ended June 30, 2013 we concluded that we operate our business as one reportable segment based on changes in our business structure.  See the “Recent Business Developments” section below for a more detailed discussion regarding the circumstances that resulted in the change to our segment reporting.

In the opinion of management, the accompanying condensed consolidated balance sheets and related condensed consolidated statements of income, comprehensive income and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying condensed consolidated financial statements through the date of issuance.  Management believes that the disclosures made are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year.  The information presented in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the accompanying notes to the financial statements (“Notes”) thereto included in our 2013 Annual Report on Form 10-K filed with the SEC.

Recent Business Developments

Agreement and Plan of Merger with Enventis

On June 29, 2014, we entered into an agreement and plan of merger (the “Merger Agreement”) with Sky Merger Sub Inc., a newly formed Minnesota corporation and wholly-owned subsidiary of the Company, and Enventis Corporation, a Minnesota corporation (“Enventis”), to acquire all the issued and outstanding shares of Enventis in exchange for shares of our common stock.  Each share of common stock, no par value, of Enventis owned immediately prior to the transaction will be converted into and become the right to receive 0.7402 shares of common stock, par value of $0.01 per share, of our common stock and cash in lieu of fractional shares, as set forth in the Merger Agreement.  Based on the closing price of our common stock as of the date of the Merger Agreement, the total value of the consideration to be exchanged is approximately $229.0 million, exclusive of debt.  Following the close of the transaction, Enventis will be a wholly-owned subsidiary of the Company.

The merger is subject to approval by our stockholders and Enventis’ shareholders, approval of the listing of additional shares of Consolidated common stock to be issued to Enventis’ shareholders, required regulatory approvals and other customary closing conditions.  We expect the transaction to be completed during the fourth quarter of 2014.

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Segment Reporting

Historically, we classified our operations into two separate reportable business segments: Telephone Operations and Other Operations.  Our Telephone Operations consisted of a wide range of telecommunications services to residential and business customers, including local and long-distance service, high-speed broadband Internet access, video services, VOIP services, custom calling features, private line services, carrier access services, network capacity services over a regional fiber optic network, mobile services and directory publishing.  Our Other Operations segment operated two complementary non-core businesses including telephone services to state and county correctional facilities (“Prison Services”) and equipment sales.  As discussed below, our contract to provide telephone services to correctional facilities operated by the Illinois Department of Corrections was not renewed and the process of transitioning those services to another service provider was completed during the quarter ended March 31, 2013.  The remaining Prison Services assets and operations were classified as discontinued operations during the quarter ended June 30, 2013 and subsequently sold during the quarter ended September 30, 2013.  Prison Services comprised nearly all of the Other Operations segment revenue and results of operations.  Consequently, with the cessation of our Prison Services business and based on the segment accounting guidance, we concluded that we operate as one segment as of the quarter ended June 30, 2013. As required by the authoritative guidance for segment presentation, segment results of operations have been retrospectively adjusted to reflect this change for all periods presented.

Prison Services Contract

We previously provided telephone service to inmates incarcerated at facilities operated by the Illinois Department of Corrections and to certain county jails.  On June 27, 2012, the Illinois Department of Central Management Services announced its intent to replace us as the provider of those services with a competitor.  Although we challenged our competitor’s bid and the State’s decision to accept that bid in a variety of different forums, during the quarter ended March 31, 2013, the process of transitioning these services to another service provider was completed.  All related assets have been assessed for recoverability in light of this change and we determined that no impairment was necessary.

Discontinued Operations

On September 13, 2013, we completed the sale of the assets and contractual rights used to provide communications services to inmates in thirteen county jails located in Illinois for a total purchase price of $2.5 million.  In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations”, the financial results of the Prison Services business have been reported as a discontinued operation in our condensed consolidated financial statements for all periods presented.  For a more complete discussion of the transaction, refer to Note 2.

Recent Accounting Pronouncements

In June 2014, FASB issued the Accounting Standards Update No. 2014-12 (“ASU 2014-12”), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 provides guidance requiring a performance target that could be achieved after the requisite service period has ended to be treated as a performance condition affecting vesting of the award and therefore not reflected in estimating the fair value of the award at the date of grant. The amended guidance is effective for annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements.

In May 2014, FASB issued the Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides new, globally applicable converged guidance concerning recognition and measurement of revenue. As a result, significant additional disclosures are required about nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual and interim periods beginning on or after December 15, 2016. Companies are allowed to transition using either the modified retrospective or full retrospective adoption method. If full retrospective adoption is chosen, three years of financial information must be presented in accordance with the new standard as well as summarized financial data for five years.   We are currently evaluating the impact this update will have on our condensed consolidated financial statements.

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In April 2014, FASB issued the Accounting Standards Update No. 2014-08 (“ASU 2014-08”), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 revises the definition of a discontinued operation to limit the circumstances under which a disposal or classification as held for sale qualifies for presentation as a discontinued operation. Amendments in this ASU require expanded disclosures concerning a discontinued operation and the disposal of an individually-material component of an entity not qualifying as a discontinued operation. ASU 2014-08 is effective for annual and interim periods beginning on or after December 15, 2014 and should be applied prospectively, with early adoption permitted.

Effective January 1, 2014, we adopted Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides guidance concerning the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is present. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

2. DISCONTINUED OPERATIONS

In September 2013, we completed the sale of the assets and contractual rights of our Prison Services business for a total cash purchase price of $2.5 million, which included the settlement of any pending legal matters.  The financial results of the operations for Prison Services, which were previously reported in the Other Operations segment, have been reported as a discontinued operation in our condensed consolidated financial statements for all periods presented.

The following table summarizes the financial information for the Prison Services operations for the quarter and six months ended June 30, 2013:

	Quarter Ended			Six Months Ended
(In thousands)	June 30, 2013			June 30, 2013
Operating revenues	$	482		$	5,249
Operating expenses including depreciation and amortization	878			5,577
Loss from operations	(396		)	(328		)
Income tax benefit	(124		)	(80		)
Loss from discontinued operations	$	(272	)	$	(248	)

3. EARNINGS PER SHARE

The computation of basic and diluted earnings per share attributable to common shareholders computed using the two-class method is as follows:

	Quarter Ended June 30,					Six Months Ended June 30,
(In thousands, except per share amounts)	2014		2013			2014		2013
Income from continuing operations	$	9,887	$	9,560		$	18,309	$	16,418
Less: net income attributable to noncontrolling interest	80		94			178		193
Income attributable to common shareholders before allocation of earnings to participating securities	9,807		9,466			18,131		16,225
Less: earnings allocated to participating securities	153		131			306		263
Income from continuing operations attributable to common shareholders	9,654		9,335			17,825		15,962
Loss from discontinued operations	-		(272		)	-		(248		)
Net income attributable to common shareholders	$	9,654	$	9,063		$	17,825	$	15,714
Weighted-average number of common shares outstanding	39,877		39,755			39,877		39,755
Basic and diluted earnings per common share:
Income from continuing operations	$	0.24	$	0.23		$	0.45	$	0.40
Loss from discontinued operations, net of tax	-		(0.01		)	-		(0.01		)
Net income per common share attributable to common shareholders	$	0.24	$	0.22		$	0.45	$	0.39

Diluted earnings per common share attributable to common shareholders for the quarter and six months ended June 30, 2014, excludes 0.4 million shares and 0.3 million shares, respectively, of potential common shares that could be issued under our share-based compensation plan, because the inclusion of the potential common shares

7

would have had an antidilutive effect.  For the quarter and six months ended June 30, 2013, diluted earnings per share excluded 0.4 million and 0.2 million potential common shares, respectively.

4. INVESTMENTS

Our investments are as follows:

	June 30,		December 31,
(In thousands)	2014		2013
Cash surrender value of life insurance policies	$	1,965	$	2,183
Cost method investments:
GTE Mobilnet of South Texas Limited Partnership (2.34% interest)	21,450		21,450
Pittsburgh SMSA Limited Partnership (3.60% interest)	22,950		22,950
CoBank, ACB Stock	5,107		5,112
Other	200		200
Equity method investments:
GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest)	27,409		27,467
Pennsylvania RSA 6(I) Limited Partnership (16.6725% interest)	7,548		7,696
Pennsylvania RSA 6(II) Limited Partnership (23.67% interest)	24,287		24,105
CVIN, LLC (12.089% interest)	1,936		1,936
Totals	$	112,852	$	113,099

Cost Method

We own 2.34% of GTE Mobilnet of South Texas Limited Partnership (the “Mobilnet South Partnership”).  The principal activity of the Mobilnet South Partnership is providing cellular service in the Houston, Galveston, and Beaumont, Texas metropolitan areas.  We also own 3.60% of Pittsburgh SMSA Limited Partnership (“Pittsburgh SMSA”), which provides cellular service in and around the Pittsburgh metropolitan area.  Because of our limited influence over these partnerships, we use the cost method to account for both of these investments.  It is not practicable to estimate fair value of these investments.  We did not evaluate any of the investments for impairment during the quarters or six months ended June 30, 2014 or 2013 as no factors indicating impairment existed.  For each of the quarter ended June 30, 2014 and 2013, we received cash distributions from these partnerships totaling $3.8 million.  For the six months ended June 30, 2014 and 2013, we received cash distributions from these partnerships totaling $7.3 million and $7.8 million, respectively.

CoBank, ACB (“CoBank”) is a cooperative bank owned by its customers.  On an annual basis, CoBank distributes patronage in the form of cash and stock in the cooperative based on the Company’s outstanding loan balance with CoBank, which has traditionally been a significant lender in the Company’s credit facility.  The investment in CoBank represents the accumulation of the equity patronage paid by CoBank to the Company.

Equity Method

We own 20.51% of GTE Mobilnet of Texas RSA #17 Limited Partnership (“RSA #17”), 16.6725% of Pennsylvania RSA 6(I) Limited Partnership (“RSA 6(I)”) and 23.67% of Pennsylvania RSA 6(II) Limited Partnership (“RSA 6(II)”).  RSA #17 provides cellular service to a limited rural area in Texas.  RSA 6 (I) and RSA 6 (II) provide cellular service in and around our Pennsylvania service territory.  Because we have significant influence over the operating and financial policies of these three entities, we account for the investments using the equity method.  For the quarter ended June 30, 2014 and 2013, we received cash distributions from these partnerships totaling $4.9 million and $3.9 million, respectively.  For the six months ended June 30, 2014 and 2013, we received cash distributions from these partnerships totaling $10.5 million and $8.0 million, respectively.

We have a 12.089% interest in Central Valley Independent Network, LLC (“CVIN”), a joint enterprise comprised of affiliates of several independent telephone companies located in central and northern California. CVIN provides network services and oversees a broadband infrastructure project designed to expand and improve the availability of network services to counties in central California.  Because we have significant influence over the operating and financial policies of this entity, we account for this investment using the equity method.  During the six months ended June 30, 2013, we made an additional capital investment of $0.1 million in this partnership.  We did not receive any distributions from this partnership during the quarters or six months ended June 30, 2014 and 2013.

8

The combined unaudited results of operations and financial position of our three equity investments in the cellular limited partnerships are summarized below:

	Quarter Ended				Six Months
	June 30,				Ended June 30,
(In thousands)	2014		2013		2014		2013
Total revenues	$	83,228	$	79,342	$	164,044	$	156,061
Income from operations	23,426		24,914		49,306		48,888
Net income before taxes	23,459		24,926		49,362		48,911
Net income	23,459		24,926		49,362		48,911

	June 30,		December 31,
(In thousands)	2014		2013
Current assets	$	48,715	$	54,837
Non-current assets	93,528		87,968
Current liabilities	14,624		15,221
Non-current liabilities	2,611		1,786
Partnership equity	125,008		125,799

5.FAIR VALUE MEASUREMENTS

Our derivative instruments related to interest rate swap agreements are required to be measured at fair value on a recurring basis.  The fair values of the interest rate swaps are determined using valuation models which rely on the expected London Interbank Offered Rate (“LIBOR”) based yield curve and estimates of counterparty and Consolidated’s non-performance risk as the most significant inputs.  Because each of these inputs are directly observable or can be corroborated by observable market data, we have categorized these interest rate swaps as Level 2 within the fair value hierarchy. See Note 7 for further discussion regarding our interest rate swap agreements.

Our interest rate swap liabilities measured at fair value on a recurring basis and subject to disclosure requirements at June 30, 2014 and December 31, 2013 were as follows:

			As of June 30, 2014
			Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Current interest rate swap liabilities	$	(1,299)	$	–	$	(1,299)	$	–
Long-term interest rate swap liabilities	(826)		$	–	(826)		$	–
Total	$	(2,125)	$	–	$	(2,125)	$	–

			As of December 31, 2013
			Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Current interest rate swap liabilities	$	(660)	$	–	$	(660)	$	–
Long-term interest rate swap liabilities	(1,959)		–		(1,959)		–
Total	$	(2,619)	$	–	$	(2,619)	$	–

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We have not elected the fair value option for any of our financial assets or liabilities.  The carrying value of other financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities or variable-rate nature of the respective balances.  The following table presents the other financial instruments that are not carried at fair value but which require fair value disclosure as of June 30, 2014 and December 31, 2013.

	As of June 30, 2014				As of December 31, 2013
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Investments, equity basis	$	61,180	n/a		$	61,204	n/a
Investments, at cost	$	49,707	n/a		$	49,712	n/a
Long-term debt	$	1,212,600	$	1,264,849	$	1,216,764	$	1,261,508

Cost & Equity Method Investments

Our investments at June 30, 2014 and December 31, 2013 accounted for under both the equity and cost methods consisted primarily of minority positions in various cellular telephone limited partnerships and our investment in CoBank.  These investments are recorded using either the equity or cost methods. It is impracticable to determine fair value of these investments.

Long-term Debt

The fair value of our long-term debt was estimated using a discounted cash flow analyses based on incremental borrowing rates for similar types of borrowing arrangements.  We have categorized the long-term debt as Level 2 within the fair value hierarchy.

6.     LONG-TERM DEBT

Long-term debt, presented net of unamortized discounts, consisted of the following:

	June 30,			December 31,
(In thousands)	2014			2013
Senior secured credit facility:
Term Loan 4, net of discount of $4,244 and $4,537 at June 30, 2014 and December 31, 2013, respectively	$	901,206		$	905,463
Revolving loan	13,000			13,000
Senior notes, net of discount of $1,606 and $1,699 at June 30, 2014 and December 31, 2013, respectively	298,394			298,301
Capital leases	4,805			5,121
	1,217,405			1,221,885
Less: current portion of long-term debt and capital leases	(9,796		)	(9,751		)
Total long-term debt	$	1,207,609		$	1,212,134

Credit Agreement

In December 2013, the Company, through certain of its wholly owned subsidiaries, entered into a Second Amended and Restated Credit Agreement with various financial institutions (the “Credit Agreement”) to replace the Company’s previously amended credit agreement.  The Credit Agreement consists of a $75.0 million revolving credit facility and initial term loans in the aggregate amount of $910.0 million (“Term 4”).  The proceeds from the Credit Agreement were used to repay the outstanding term loans from the previous agreement in its entirety.  The Credit Agreement also includes an incremental term loan facility which provides the ability to borrow up to $300.0 million of incremental term loans subject to certain terms and conditions.  Borrowings under the senior secured credit facility are secured by substantially all of the assets of the Company and its subsidiaries, with the exception of Illinois Consolidated Telephone Company and our majority-owned subsidiary, East Texas Fiber Line Incorporated.

The Term 4 loan was issued in an original aggregate principal amount of $910.0 million with a maturity date of December 23, 2020, but is subject to earlier maturity on December 31, 2019 if the Company’s unsecured Senior Notes due in 2020 (“Senior Notes”) are not repaid or redeemed in full by December 31, 2019.  The Term 4 loan contains an original issuance discount of $4.6 million, which is being amortized over the term of the loan.  The

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Term 4 loan requires quarterly principal payments of $2.3 million, which commenced March 31, 2014, and has an interest rate of LIBOR plus 3.25% subject to a 1.00% LIBOR floor.

Our revolving credit facility has a maturity date of December 23, 2018 and an applicable margin (at our election) of between 2.50% and 3.25% for LIBOR-based borrowings or between 1.50% and 2.25% for alternate base rate borrowings, depending on our leverage ratio.  Based on our leverage ratio at June 30, 2014, the borrowing margin for the next three month period ending September 30, 2014 will be at a weighted-average margin of 3.00% for a LIBOR-based loan or 2.00% for an alternate base rate loan.  The applicable borrowing margin for the revolving credit facility is adjusted quarterly to reflect the leverage ratio from the prior quarter-end.  As of June 30, 2014 and December 31, 2013, borrowings of $13.0 million were outstanding under the revolving credit facility.  A stand-by letter of credit of $0.9 million, issued in connection with the Company’s insurance coverage, was outstanding under our revolving credit facility as of June 30, 2014.  The stand-by letter of credit is renewable annually and reduces the borrowing availability under the revolving credit facility.

The weighted-average interest rate on outstanding borrowings under our credit facility was 4.23% at June 30, 2014 and December 31, 2013.  Interest is payable at least quarterly.

Net proceeds from asset sales exceeding certain thresholds, to the extent not reinvested, are required to be used to repay loans outstanding under the Credit Agreement.

Credit Agreement Covenant Compliance

The Credit Agreement contains various provisions and covenants, including, among other items, restrictions on the ability to pay dividends, incur additional indebtedness, and issue capital stock.  We have agreed to maintain certain financial ratios, including interest coverage and total net leverage ratios, all as defined in the Credit Agreement.  As of June 30, 2014, we were in compliance with the Credit Agreement covenants.

In general, our Credit Agreement restricts our ability to pay dividends to the amount of our Available Cash as defined in our Credit Agreement.  As of June 30, 2014, we had $231.3 million in dividend availability under the credit facility covenant.

Under our Credit Agreement, if our total net leverage ratio (as defined in the Credit Agreement), as of the end of any fiscal quarter, is greater than 5.10:1.00, we will be required to suspend dividends on our common stock unless otherwise permitted by an exception for dividends that may be paid from the portion of proceeds of any sale of equity not used to fund acquisitions, or make other investments.  During any dividend suspension period, we will be required to repay debt in an amount equal to 50.0% of any increase in Available Cash, among other things.  In addition, we will not be permitted to pay dividends if an event of default under the Credit Agreement has occurred and is continuing.  Among other things, it will be an event of default if our total net leverage ratio and interest coverage ratio as of the end of any fiscal quarter is greater than 5.25:1.00 and less than 2.25:1.00, respectively.  As of June 30, 2014, our total net leverage ratio under the Credit Agreement was 4.29:1.00, and our interest coverage ratio was 3.56:1.00.

Senior Notes

On May 30, 2012, we completed an offering of $300.0 million aggregate principal amount of 10.875% unsecured Senior Notes, due 2020 through our wholly-owned subsidiary, Consolidated Communications Finance Co. (“Finance Co.”) for the acquisition of SureWest Communications (“SureWest”).  The Senior Notes will mature on June 1, 2020 and earn interest at a rate of 10.875% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2012.  The Senior Notes were sold in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States in compliance with Regulation S under the Securities Act.  In addition, some of the Senior Notes were sold to certain “accredited investors” (as defined in Rule 501 under the Securities Act).  The Senior Notes were sold to investors at a price equal to 99.345% of the principal amount thereof, for a yield to maturity of 11.00%.  This discount is being amortized over the term of the Senior Notes.  Upon closing of the SureWest acquisition on July 2, 2012, Finance Co. merged with and into our wholly-owned subsidiary Consolidated Communications, Inc., (“CCI”) which assumed the Senior Notes, and we and certain of our subsidiaries fully and unconditionally guaranteed the Senior Notes.  On August 3, 2012, SureWest and its subsidiaries guaranteed the Senior Notes.

In 2013, we completed an exchange offer to issue registered notes (“Exchange Notes”) for $287.3 million of the original Senior Notes.  The terms of the Exchange Notes are substantially identical to the Senior Notes, except

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that the Exchange Notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the Senior Notes do not apply to the Exchange Notes.  The exchange offer did not impact the aggregate principal amount or the remaining terms of the Senior Notes outstanding.

Senior Notes Covenant Compliance

The indenture governing the Senior Notes contains customary covenants for high yield notes, which limits CCI’s and its restricted subsidiaries’ ability to: incur debt or issue certain preferred stock; pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; purchase or redeem any equity interests; make investments; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of its assets; engage in transactions with its affiliates; or enter into any sale and leaseback transactions.

Among other matters, the Senior Notes indenture provides that CCI may not pay dividends or make other “restricted payments” to the Company if its total net leverage ratio is 4.50:1.00 or greater.  This ratio is calculated differently than the comparable ratio under the Credit Agreement; among other differences, it takes into account on a pro forma basis synergies expected to be achieved as a result of the SureWest acquisition but not yet reflected in historical results.  At June 30, 2014, this ratio was 4.28:1.00.  If this ratio is met, dividends and other restricted payments may be made from cumulative consolidated cash flow since the date the Senior Notes were issued, less 1.75 times fixed charges, less dividends and other restricted payments made since the date the Senior Notes were issued.  Dividends may be paid and other restricted payments may also be made from a “basket” of $50.0 million, none of which has been used to date, and pursuant to other exceptions identified in the Senior Notes indenture.  Since dividends of $124.1 million have been paid since May 30, 2012, at June 30, 2014 there was $215.8 million of the $339.9 million of cumulative consolidated cash flow since May 30, 2012 available to pay dividends, exclusive of the quarterly dividend declared in April 2014 and payable on August 1, 2014.

On March 19, 2014, CCI commenced a solicitation of consents from the eligible holders of the Senior Notes in order to amend the indenture governing the Senior Notes to (i) modify CCI’s Consolidated Leverage Ratio (as defined in the indenture governing the Senior Notes) level required before CCI (subject to certain other conditions specified in the indenture) can make Restricted Payments (as defined in the indenture) otherwise available under the consolidated cash flow builder basket from 4.25:1.00 to 4.50:1.00 and (ii) modify the size of a permitted lien basket for liens securing Indebtedness (as defined in the indenture) by amending the multiplier for CCI’s Consolidated Cash Flow (as defined in the indenture) in the calculation of such permitted lien basket from 2.50 to 2.75.  On April 1, 2014, the required consent of the holders of the Senior Notes was obtained and the consent solicitation expired, and we entered into a supplemental indenture effecting the proposed amendments as provided in the consent solicitation.  The amendment to the indenture with respect to modifying the size of a permitted lien basket for liens securing Indebtedness modified such provision in the indenture so that it would be the same as the equivalent provision in our Credit Agreement.  In connection with entering into the supplemental indenture, consent fees of $2.5 million paid to the holders of the Senior Notes who validly consented to the proposed amendment were capitalized during the quarter ended June 30, 2014 as deferred debt issuance costs and amortized over the remaining term of the Senior Notes.  Solicitation fees of $0.5 million were recognized as other expense in the condensed consolidated statements of income during the quarter ended June 30, 2014.

Bridge Loan Facility

In connection with the anticipated acquisition of Enventis, the Company entered into a $140.0 million senior unsecured bridge loan facility (“Bridge Facility”) on June 29, 2014 in order to fund the anticipated acquisition including the related fees and expenses and to repay the existing indebtedness of Enventis of approximately $135.0 million.  The Bridge Facility will be available in a single borrowing on the closing date of the acquisition and bears interest at a rate of 10.875%.  No amount has been drawn or funded under the Bridge Facility as of June 30, 2014.  The Bridge Facility matures one year from the closing date of the acquisition or may be extended to June 1, 2020 if not repaid in full by the initial maturity date.  In connection with entering into the Bridge Facility, commitment fees of $1.4 million were capitalized during the quarter ended June 30, 2014 as deferred debt issuance costs and are being amortized over the expected life of the Bridge Facility of less than one year.

Capital Leases

As of June 30, 2014, we had seven capital leases which expire between 2015 and 2021.  As of June 30, 2014, the present value of the minimum remaining lease commitments was approximately $4.8 million, of which $0.7

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million was due and payable within the next twelve months.  The leases require total remaining rental payments of $7.0 million as of June 30, 2014, of which $6.3 million will be paid to LATEL LLC, a related party entity.

7.     DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in interest rates. Our interest rate swap agreements effectively convert a portion of our floating-rate debt to a fixed-rate basis, thereby reducing the impact of interest rate changes on future cash interest payments.  Derivative financial instruments are recorded at fair value in our condensed consolidated balance sheet.  We may designate certain of our interest rate swaps as cash flow hedges of our expected future interest payments.  For derivative instruments designated as a cash flow hedge, the effective portion of the change in the fair value is recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) and is recognized as an adjustment to earnings over the period in which the hedged item impacts earnings. When an interest rate swap agreement terminates, any resulting gain or loss is recognized over the shorter of the remaining original term of the hedging instrument or the remaining life of the underlying debt obligation.  If a derivative instrument is de-designated, the remaining gain or loss in AOCI on the date of de-designation is amortized to earnings over the remaining term of the hedging instrument. For derivative financial instruments that are not designated as a hedge, including those that have been de-designated, changes in fair value are recognized on a current basis in earnings.  The ineffective portion of the change in fair value of any hedging derivative is recognized immediately in earnings.  Cash flows from hedging activities are classified under the same category as the cash flows from the hedged items in our condensed consolidated statement of cash flows.

The following interest rate swaps were outstanding at June 30, 2014:

(In thousands)	Notional Amount		2014 Balance Sheet Location	Fair Value
De-designated Hedges:
Fixed to 1-month floating LIBOR	$	50,000	Other long-term liabilities	$	(613	)
Fixed to 1-month floating LIBOR	225,000		Current portion of derivative liability	(1,299		)
Fixed to 1-month floating LIBOR (with floor)	50,000		Other long-term liabilities	(213		)
Total Fair Values				$	(2,125	)

The following interest rate swaps were outstanding at December 31, 2013:

(In thousands)	Notional Amount		2013 Balance Sheet Location	Fair Value
De-designated Hedges:
Fixed to 1-month floating LIBOR	$	175,000	Other long-term liabilities	$	(1,897	)
Fixed to 1-month floating LIBOR	100,000		Current portion of derivative liability	(660		)
Fixed to 1-month floating LIBOR (with floor)	50,000		Other long-term liabilities	(62		)
Total Fair Values				$	(2,619	)

As of June 30, 2014, the counterparties to our various swaps are four major U.S. and European banks.  None of the swap agreements provide for either us or the counterparties to post collateral nor do the agreements include any covenants related to the financial condition of Consolidated or the counterparties.  The swaps of any counterparty that is a “Lender” as defined in our credit facility are secured along with the other creditors under the credit facility.  Each of the swap agreements provides that in the event of a bankruptcy filing by either Consolidated or the counterparty, any amounts owed between the two parties would be offset in order to determine the net amount due between parties.  This provision allows us to partially mitigate the risk of non-performance by a counterparty.

In December 2013, $325.0 million notional interest rate swaps previously designated as cash flow hedges were de-designated as a result of the amendment to our Credit Agreement on December 23, 2013 as discussed in Note 6.  The interest rate swap agreements mature on various dates through September 2016.    Prior to de-designation, the effective portion of the change in fair value of the interest rate swaps were recognized in AOCI.  The balance of the unrealized loss included in AOCI as of the date the swaps were de-designated is amortized to earnings over the remaining term of the swap agreements.  Changes in fair value of the de-designated swaps are immediately recognized in earnings as interest expense.  During the quarter and six months ended June 30, 2014, a gain of $0.3

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million and $0.5 million, respectively, was recognized as a reduction to interest expense for the change in fair value of the de-designated swaps.

In December 2012, interest rate swaps with an aggregate notional value of $660.0 million were de-designated as cash flow hedges in connection with the amendment to our previous credit agreement on December 4, 2012.  Of these agreements, $200.0 million notional interest rate swap agreements expired on December 31, 2012 and the remainder expired on March 31, 2013.  During the six months ended June 30, 2013, a gain of $2.1 million was recognized as a reduction to interest expense for the change in fair value of the de-designated swaps.

At June 30, 2014 and December 31, 2013, the pre-tax deferred losses related to our interest rate swap agreements included in AOCI were $1.5 million and $2.6 million, respectively.  The estimated amount of losses included in AOCI as of June 30, 2014 that will be recognized in earnings in the next twelve months is approximately $1.4 million.

Information regarding our cash flow hedge transactions is as follows:

	Quarter Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2014		2013		2014		2013
Gain recognized in AOCI, pretax	$	-	$	264	$	-	$	212
Deferred losses reclassed from AOCI to interest expense	$	(489)	$	(897)	$	(1,148)	$	(4,538)

8.     EQUITY

Share-Based Compensation

The following table summarizes total compensation costs recognized for share-based payments during the quarters and six-month periods ended June 30, 2014 and 2013:

	Quarter Ended				Six Months
	June 30,				Ended June 30,
(In thousands)	2014		2013		2014		2013
Restricted stock	$	527	$	461	$	1,044	$	917
Performance shares	413		323		680		523
Total	$	940	$	784	$	1,724	$	1,440

Stock-based compensation expense is included in “selling, general and administrative expenses” in the accompanying statements of income.

As of June 30, 2014, total unrecognized compensation costs related to nonvested Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”) was $6.2 million and will be recognized over a weighted-average period of approximately 1.4 years.

The following table summarizes the RSA and PSA activity for the six-month period ended June 30, 2014:

	RSAs			PSAs
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Non-vested shares outstanding - January 1, 2014	123,501	$	17.32	64,266	$	17.96
Shares granted	132,781	$	19.74	91,127	$	17.13
Non-vested shares outstanding - June 30, 2014	256,282			155,393

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Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the six-month period ended June 30, 2014:

	Pension and
	Post-Retirement		Derivative
(In thousands)	Obligations		Instruments		Total
Balance at December 31, 2013	$	643	$	(1,643)	$	(1,000)
Amounts reclassified from accumulated other comprehensive income	(272)		711		439
Net current period other comprehensive income	(272)		711		439
Balance at June 30, 2014	$	371	$	(932)	$	(561)

The following table summarizes reclassifications from accumulated other comprehensive loss during the quarters and six-month periods ended June 30, 2014 and 2013:

	Amount Reclassified from AOCI
	Quarter Ended June 30,				Six Months Ended June 30,				Affected Line Item in the
(In thousands)	2014		2013		2014		2013		Statement of Income
Amortization of pension and post-retirement items:
Prior service credit	$	79	$	115	$	159	$	231	(a)
Actuarial gain (loss)	142		(891)		284		(1,782)		(a)
	221		(776)		443		(1,551)		Total before tax
	(85)		302		(171)		603		Tax (expense) benefit
	$	136	$	(474)	$	272	$	(948)	Net of tax
Loss on cash flow hedges:
Interest rate derivatives	$	(489)	$	(897)	$	(1,148)	$	(4,538)	Interest expense
	186		341		437		1,692		Tax benefit
	$	(303)	$	(556)	$	(711)	$	(2,846)	Net of tax

(a)These items are included in the components of net periodic benefit cost for our pension and post-retirement benefit plans.  See Note 9 for additional details.

9.PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS

Defined Benefit Plans

We sponsor a qualified defined benefit pension plan (“Retirement Plan”) that is non-contributory covering certain of our hourly employees who fulfill minimum age and service requirements.  Certain salaried employees are also covered by the Retirement Plan, although these benefits have previously been frozen.  In April 2013, the Retirement Plan was amended for certain employees under collective bargaining agreements to among other things: (i) change the benefit formula to a cash balance account as of May 1, 2013 and (ii) freeze entrance into the Retirement Plan so that no person is eligible to become a participant on or following May 1, 2013.  As of May 2013, all employees under collective bargaining agreements that include a defined benefit plan are on a cash balance plan.

In connection with our acquisition of SureWest, we assumed sponsorship in 2012 of a frozen non-contributory defined benefit pension plan (the “SureWest Plan”).  The SureWest Plan covers certain eligible employees and benefits are based on years of service and the employee’s average compensation during the five highest consecutive years of the last ten years of credited service.  This plan has previously been frozen so that no person is eligible to become a new participant and all future benefit accruals for existing participants have ceased.   As of January 1, 2014, the SureWest Plan was merged into and consolidated with the Retirement Plan.

We also have two non-qualified supplemental retirement plans (“Supplemental Plans”): the Restoration Plan, which we acquired as part of our North Pittsburgh Systems, Inc. (“North Pittsburgh”) and TXU Communications Venture Company (“TXUCV”) acquisitions, and a Supplemental Executive Retirement Plan (“SERP”), which we acquired as part of our acquisition of SureWest.  The Supplemental Plans provide supplemental retirement benefits to certain former employees by providing for incremental pension payments to partially offset the reduction that would have been payable under the qualified defined benefit pension plans if it were not for limitations imposed by federal income tax regulations. Both plans have previously been frozen so that no person is eligible to become a new participant in the Supplemental Plans.  These plans are unfunded and have no assets.  The benefits paid under the Supplemental Plans are paid from the general operating funds of the Company.

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The following table summarizes the components of net periodic pension cost for our defined benefit plans for the quarters and six-month periods ended June 30, 2014 and 2013:

	Quarter Ended						Six Months
	June 30,						Ended June 30,
(In thousands)	2014			2013			2014			2013
Service cost	$	140		$	304		$	280		$	608
Interest cost	4,074			3,860			8,147			7,722
Expected return on plan assets	(5,776		)	(5,151		)	(11,553		)	(10,302		)
Net amortization loss	5			891			10			1,782
Prior service credit amortization	(114		)	(70		)	(229		)	(141		)
Net periodic pension benefit	$	(1,671	)	$	(166	)	$	(3,345	)	$	(331	)

Other Non-qualified Deferred Compensation Agreements

We also are liable for deferred compensation agreements with former members of the board of directors and certain other former employees of a subsidiary of TXUCV, which was acquired in 2004.  The benefits are payable for up to the life of the participant or to the beneficiary upon the death of the participant and may begin as early as age 55.  Participants accrue no new benefits as these plans had previously been frozen by TXUCV’s predecessor company prior to our acquisition of TXUCV.  Payments related to the deferred compensation agreements totaled approximately $0.1 million for each of the quarters ended June 30, 2014 and 2013 and $0.2 million and $0.3 million for the six-month periods ended June 30, 2014 and 2013, respectively.  The net present value of the remaining obligations was approximately $1.6 million and $1.8 million at June 30, 2014 and December 31, 2013, respectively, and is included in pension and post-retirement benefit obligations in the accompanying condensed consolidated balance sheets.

We also maintain 30 life insurance policies on certain of the participating former directors and employees.  We recognized $0.3 million in life insurance proceeds as other non-operating income in the quarter and six-month period ended June 30, 2014.  The excess of the cash surrender value of the remaining life insurance policies over the notes payable balances related to these policies is determined by an independent consultant, and totaled $2.0 million at June 30, 2014 and $2.2 million at December 31, 2013.  These amounts are included in investments in the accompanying condensed consolidated balance sheets.  Cash principal payments for the policies and any proceeds from the policies are classified as operating activities in the condensed consolidated statements of cash flows.

Post-retirement Benefit Obligations

We sponsor a healthcare and life insurance plan (“Post-retirement Plan”) that provides post-retirement medical benefits and life insurance to certain groups of retired employees.  Retirees share in the cost of healthcare benefits, making contributions that are adjusted periodically—either based upon collective bargaining agreements or because total costs of the program have changed.  Covered expenses for retiree health benefits are paid as they are incurred.  Post-retirement life insurance benefits are fully insured.  The Post-retirement Plan is unfunded and has no assets, and benefits are paid from the general operating funds of the Company.

In connection with the acquisition of SureWest in 2012, we acquired its post-retirement benefit plan which provides life insurance benefits and a stated reimbursement for Medicare supplemental insurance to certain eligible retired participants.  This plan has previously been frozen so that no person is eligible to become a new participant.  Employer contributions for retiree medical benefits are separately designated within the SureWest Plan pension trust for the sole purpose of providing payments of retiree medical benefits.  The nature of the assets used to provide payment of retiree medical benefits is the same as that of the SureWest Plan.

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The following table summarizes the components of net periodic pension cost for our post-retirement plans for the quarters and six-month periods ended June 30, 2014 and 2013:

	Quarter Ended						Six Months
	June 30,						Ended June 30,
(In thousands)	2014			2013			2014			2013
Service cost	$	90		$	231		$	180		$	463
Interest cost	355			392			710			783
Expected return on plan assets	(55		)	(58		)	(110		)	(116)
Net amortization gain	(147		)	-			(294		)	-
Net prior service cost (credit) amortization	35			(45		)	70			(90)
Net periodic postretirement benefit cost	$	278		$	520		$	556		$	1,040

Contributions

We expect to contribute approximately $15.5 million to our pension plans and $2.5 million to our other post-retirement plans in 2014.  As of June 30, 2014, we have contributed $5.9 million and $1.4 million of the annual contribution to the pension plans and other post-retirement plans, respectively.

10.          INCOME TAXES

We did not have any unrecognized tax benefits as of June 30, 2014 and December 31, 2013.

Our practice is to recognize interest and penalties related to income tax matters in interest expense and general and administrative expense, respectively.  At June 30, 2014, we did not have a material liability for interest or penalties and had no material interest or penalty expense.

The periods subject to examination for our federal return are years 2010 through 2012.  The periods subject to examination for our state returns are years 2009 through 2012.  We are currently under examination by federal taxing authorities.  We have received proposed assessments in connection with our federal examination for tax years ended December 31, 2010 and 2011.  We are in the process of responding to the IRS and providing support for our tax position.  We believe that our tax position will more likely than not be upheld based on the technical merits of our position.  Accordingly, we have not made any adjustments to our unrecognized tax benefits for the proposed assessments.  We do not expect any settlement or payment that may result from the audits to have a material effect on our results of operations or cash flows.

Our effective tax rate was 33.0% and 36.4% for the quarters ended June 30, 2014 and 2013, respectively and 35.3% and 40.2% for the six-month periods ended June 30, 2014 and 2013, respectively.  For the quarter and six month periods ended June 30, 2014, the effective tax rate differed from the federal and state statutory rates primarily due to the release of a valuation allowance set up on Federal NOL carryforwards subject to separate return limitation year restrictions.  Exclusive of this adjustment, our effective tax rate for the quarter and six months ended June 30, 2014 would have been approximately 36.6% and 37.2%, respectively.  For the six-month period ended June 30, 2013, the effective tax rate differed from the federal and state statutory rates primarily due to non-deductible compensation in relation to the acquisition of SureWest.  Exclusive of this adjustment, our effective tax rate for the six months ended June 30, 2013 would have been approximately 36.7%.

On September 13, 2013, Treasury and the Internal Revenue Service issued final regulations regarding the deduction and capitalization of expenditures related to tangible property. The final regulations under Internal Revenue Code Sections 162, 167 and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014.  We have evaluated these regulations and we do not expect they will have a material adverse impact on our consolidated results of operations, cash flows or financial position.

11.          COMMITMENTS AND CONTINGENCIES

On April 15, 2008, Salsgiver Inc., a Pennsylvania-based telecommunications company, and certain of its affiliates (“Salsgiver”) filed a lawsuit against us and our subsidiaries North Pittsburgh Telephone Company and North Pittsburgh Systems Inc. in the Court of Common Pleas of Allegheny County, Pennsylvania alleging that we have prevented Salsgiver from connecting their fiber optic cables to our utility poles.  Salsgiver seeks compensatory and punitive damages as the result of alleged lost projected profits, damage to its business reputation, and other costs.  Salsgiver originally claimed to have sustained losses of approximately $125 million.  We believe that these

17

claims are without merit and that the alleged damages are completely unfounded.  Discovery concluded and Consolidated filed a motion for summary judgment on June 18, 2012 and the court heard oral arguments on August 30, 2012.  On February 12, 2013, the court, in part, granted our motion.  The court ruled that Salsgiver could not recover prejudgment interest and could not use as a basis of liability any actions prior to April 14, 2006. In September 2013, in order to avoid the distraction and uncertainty of further litigation, we reached an agreement in principle (the “Agreement”) with Salsgiver, Inc.  In accordance with the terms of the Agreement, we will pay Salsgiver approximately $0.9 million in cash and grant approximately $0.3 million in credits that may be used for make-ready charges (the “Credits”).  The Credits will be available for services performed in connection with the pole attachment applications within five years of the execution of the agreement. We had previously recorded approximately $0.4 million in 2011 in anticipation of the settlement of this case.  During the quarter ended September 30, 2013, per the terms of the agreement we recorded an additional $0.9 million, which included estimated legal fees.  The agreement is contingent on appropriate documentation and there is no assurance that the agreement will be finalized.

Two of our subsidiaries, Consolidated Communications of Pennsylvania Company LLC (“CCPA”) and Consolidated Communications Enterprise Services Inc. (“CCES”), have, at various times, received assessment notices from the Commonwealth of Pennsylvania Department of Revenue (“DOR”) increasing the amounts owed for Pennsylvania Gross Receipt Taxes, and/or have had audits performed for the tax years of 2008, 2009, and 2010.  For the calendar years for which we received both additional assessment notices and audit actions, those issues have been combined by the DOR into a single Docket for each year.  For the CCES subsidiary, the total additional tax liability calculated by the auditors for calendar years 2008, 2009, and 2010 is approximately $1.9 million.  As of March 2013, all three of these cases have been appealed, and have received continuance pending the outcome of present litigation in the Commonwealth of Pennsylvania (Verizon Pennsylvania, Inc. v. Commonwealth, Docket No. 266 F.R. 2008).  For the CCPA subsidiary, the total additional tax liability calculated by the auditors for calendar years 2008, 2009, and 2010 is approximately $2.0 million.  As of December 2013, the cases for calendar years 2009 and 2010 have been appealed, and have received continuance pending the outcome of present litigation in the Commonwealth of Pennsylvania (Verizon Pennsylvania, Inc. v. Commonwealth, Docket No. 266 F.R. 2008).  The calendar year 2008 audit result was appealed to the Board of Finance and Revenue on March 19, 2014.  We anticipate that the 2008 case will be continued pending the outcome of the Verizon litigation as well.    The Company has not received any audit findings from that audit as of this time. The Gross Receipts Tax issues in the Verizon Pennsylvania case are substantially the same as those presently facing CCPA and CCES.  In addition, there are numerous telecommunications carriers with Gross Receipts Tax matters dealing with the same issues that are in various stages of appeal before the Board of Finance and Revenue and the Commonwealth Court.  Those appeals by other similarly situated telecommunications carriers have been continued until resolution of the Verizon Pennsylvania case.  We believe that these assessments and the positions taken by the Commonwealth of Pennsylvania are without substantial merit.  We do not believe that the outcome of these claims will have a material adverse impact on our financial results or cash flows. Additionally, in May 2014, the DOR conducted an audit of calendar years 2011, 2012 and 2013 for both CCPA and CCES.  The Company has not received any audit findings from that audit as of this time.

On January 18, 2012, we filed a petition with the U.S. Court of Appeals for the District of Columbia Circuit to review the Federal Communications Commission’s (“FCC”) Order issued November 18, 2011 that reformed intercarrier compensation (“ICC”) and core parts of the Universal Service Fund (“USF”).  We appealed five core issues in the November 18, 2011 FCC Order. This matter was heard by the U.S. Court of Appeals for the Tenth Circuit on November 19, 2013.  In May 2014, the Court ruled in favor of the FCC on all issues.

In order for eligible telecommunications carriers (“ETCs”) to receive high-cost support, the USF/ICC Transformation Order requires states to certify on an annual basis that federal universal service high-cost support is used “only for the provision, maintenance, and upgrading of facilities and services for which the support is intended”.  States, in turn, require that ETCs file certifications with them as the basis for the state filings with the FCC. Failure to meet the annual data and certification deadlines can result in reduced support to the ETC based on the length of the delay in certification.  For the calendar year 2013, the California state certification was due to be filed with the FCC on or before October 1, 2012. We were notified in January 2013 that SureWest did not submit the required certification to the California Public Utilities Commission (“CPUC”) in time to be included in its October 1, 2012, submission to the FCC.  On January 24, 2013, we filed a certification with the CPUC and filed a petition with the FCC for a waiver of the filing deadline for the annual state certification. On February 19, 2013, the CPUC filed a certification with the FCC with respect to SureWest. On October 29, 2013, the Wireline Competition Bureau of the FCC denied our petition for a waiver of the annual certification deadline.  On

18

November 26, 2013, we applied for a review of the decision made by the FCC staff by the full Commission.  Management believes, based on  the change in SureWest Telephone’s USF filing status caused by the change in the ownership of SureWest Telephone, the lack of formal notice by the FCC regarding this change in filing status, the fact that SureWest Telephone had a previously-filed certification of compliance in effect with the FCC for the two quarters for which USF was withheld, and the FCC’s past practice of granting waivers to accept late filings in similar situations, that the Company should prevail in its application to the Commission and receive USF funding for the period January 1, 2013, through June 30, 2013. However, due to the denial of our petition by the Wireline Competition Bureau and the uncertainty of the collectability of the previously recognized revenues, in December 2013, we reversed the $3.0 million of previously recognized revenues, of which $1.9 million and $3.0 million was recognized in the quarter and six months ended June 30, 2013, respectively, until such time that the Commission has the opportunity to reach a decision on our application for review.

We are from time to time involved in various other legal proceedings and regulatory actions arising out of our operations.  We do not believe that any of these, individually or in the aggregate, will have a material adverse effect upon our business, operating results or financial condition.

12.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Consolidated Communications, Inc. is the primary obligor under the unsecured Senior Notes it issued on May 30, 2012. We and the following of our subsidiaries: Consolidated Communications Enterprise Services, Inc., Consolidated Communications Services Company, Consolidated Communications of Fort Bend Company, Consolidated Communications of Texas Company, Consolidated Communications of Pennsylvania Company, LLC, SureWest Communications, SureWest Long Distance, SureWest Telephone, SureWest TeleVideo, SureWest Kansas, Inc., SureWest Fiber Ventures, LLC, have jointly and severally guaranteed the Senior Notes.  All of the subsidiary guarantors are our 100% direct or indirect wholly owned subsidiaries, and all guarantees are full, unconditional and joint and several with respect to principal, interest and liquidated damages, if any.  As such, we present condensed consolidating balance sheets as of June 30, 2014 and December 31, 2013, condensed consolidating statements of operations for the quarters and six-month periods ended June 30, 2014 and 2013 and condensed consolidating statements of cash flows for the six-month periods ended June 30, 2014 and 2013 for each of the Company (Parent), Consolidated Communications, Inc. (Subsidiary Issuer), guarantor subsidiaries and other non-guarantor subsidiaries with any consolidating adjustments.  See Note 6 for more information regarding our Senior Notes.

19

Condensed Consolidating Balance Sheet

(amounts in thousands)

	June 30, 2014
	Parent			Subsidiary Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	971		$	2,244	$	1,667		$	-		$	4,882
Accounts receivable, net	-			-			43,279		7,800			-			51,079
Income taxes receivable	33,201			-			-		-			(30,233		)	2,968
Deferred income taxes	(61		)	(7		)	7,533		495			-			7,960
Prepaid expenses and other current assets	-			-			14,009		404			-			14,413
Total current assets	33,140			964			67,065		10,366			(30,233		)	81,302
Property, plant and equipment, net	-			-			817,048		49,934			-			866,982
Intangibles and other assets:
Investments	-			3,724			109,128		-			-			112,852
Investments in subsidiaries	1,155,347			374,756			12,611		-			(1,542,714		)	-
Goodwill	-			-			537,265		66,181			-			603,446
Other intangible assets	-			-			26,161		9,087			-			35,248
Deferred debt issuance costs, net and other assets	-			16,589			4,098		-			-			20,687
Total assets	$	1,188,487		$	396,033		$	1,573,376	$	135,568		$	(1,572,947	)	$	1,720,517
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	-		$	-		$	9,644	$	-		$	-		$	9,644
Advance billings and customer deposits	-			-			21,022		2,131			-			23,153
Dividends payable	15,607			-			-		-			-			15,607
Accrued compensation	-			-			17,214		1,802			-			19,016
Accrued expense	957			5,064			29,050		1,118			-			36,189
Income tax payable	-			8,223			16,881		5,129			(30,233		)	-
Current portion of long term debt and capital lease obligations	-			9,100			625		71			-			9,796
Current portion of derivative liability	-			1,299			-		-			-			1,299
Total current liabilities	16,564			23,686			94,436		10,251			(30,233		)	114,704
Long-term debt and capital lease obligations	-			1,203,500			3,334		775			-			1,207,609
Advances due to/from affiliates, net	1,056,579			(1,986,734		)	976,382		(46,227		)	-			-
Deferred income taxes	(21,598		)	(592		)	183,545		18,234			-			179,589
Pension and postretirement benefit obligations	-			-			57,063		8,822			-			65,885
Other long-term liabilities	28			826			10,004		275			-			11,133
Total liabilities	1,051,573			(759,314		)	1,324,764		(7,870		)	(30,233		)	1,578,920
Shareholders’ equity:
Common Stock	403			-			17,411		30,000			(47,411		)	403
Other shareholders’ equity	136,511			1,155,347			226,518		113,438			(1,495,303		)	136,511
Total Consolidated Communications Holdings, Inc. shareholders’ equity	136,914			1,155,347			243,929		143,438			(1,542,714		)	136,914
Noncontrolling interest	-			-			4,683		-			-			4,683
Total shareholders’ equity	136,914			1,155,347			248,612		143,438			(1,542,714		)	141,597
Total liabilities and shareholders’ equity	$	1,188,487		$	396,033		$	1,573,376	$	135,568		$	(1,572,947	)	$	1,720,517

20

Condensed Consolidating Balance Sheet

(amounts in thousands)

	December 31, 2013
	Parent			Subsidiary Issuer			Guarantors		Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	86		$	2,366	$	3,099		$	-		$	5,551
Accounts receivable, net	-			502			44,521		7,010			-			52,033
Income taxes receivable	9,346			-			370		80			-			9,796
Deferred income taxes	(61		)	(7		)	7,533		495			-			7,960
Prepaid expenses and other current assets	-			-			11,862		518			-			12,380
Total current assets	9,285			581			66,652		11,202			-			87,720
Property, plant and equipment, net	-			-			834,199		51,163			-			885,362
Intangibles and other assets:
Investments	-			3,729			109,370		-			-			113,099
Investments in subsidiaries	1,101,039			335,659			12,130		-			(1,448,828		)	-
Goodwill	-			-			537,265		66,181			-			603,446
Other intangible assets	-			-			30,997		9,087			-			40,084
Deferred debt issuance costs, net and other assets	-			13,620			4,047		-			-			17,667
Total assets	$	1,110,324		$	353,589		$	1,594,660	$	137,633		$	(1,448,828	)	$	1,747,378
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	-		$	-		$	4,885	$	-		$	-		$	4,885
Advance billings and customer deposits	-			-			23,699		2,235			-			25,934
Dividends payable	15,520			-			-		-			-			15,520
Accrued compensation	-			-			20,447		1,805			-			22,252
Accrued expense	224			4,389			32,709		1,375			-			38,697
Current portion of long term debt and capital lease obligations	-			9,100			586		65			-			9,751
Current portion of derivative liability	-			660			-		-			-			660
Total current liabilities	15,744			14,149			82,326		5,480			-			117,699
Long-term debt and capital lease obligations	-			1,207,663			3,659		812			-			1,212,134
Advances due to/from affiliates, net	968,319			(1,970,192		)	1,037,969		(36,096		)	-			-
Deferred income taxes	(21,598		)	(1,029		)	184,209		18,277			-			179,859
Pension and postretirement benefit obligations	-			-			61,053		14,701			-			75,754
Other long-term liabilities	25			1,960			7,328		280			-			9,593
Total liabilities	962,490			(747,449		)	1,376,544		3,454			-			1,595,039
Shareholders’ equity:
Common Stock	401			-			17,411		30,000			(47,411		)	401
Other shareholders’ equity	147,433			1,101,038			196,200		104,179			(1,401,417		)	147,433
Total Consolidated Communications Holdings, Inc. shareholders’ equity	147,834			1,101,038			213,611		134,179			(1,448,828		)	147,834
Noncontrolling interest	-			-			4,505		-			-			4,505
Total shareholders’ equity	147,834			1,101,038			218,116		134,179			(1,448,828		)	152,339
Total liabilities and shareholders’ equity	$	1,110,324		$	353,589		$	1,594,660	$	137,633		$	(1,448,828	)	$	1,747,378

21

Condensed Consolidating Statements of Operations

(amounts in thousands)

	Quarter Ended June 30, 2014
	Parent			Subsidiary Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net revenues	$	-		$	5		$	138,192		$	16,295		$	(3,456	)	$	151,036
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	-			-			55,755			3,441			(3,278		)	55,918
Selling, general and administrative expenses	1,021			39			27,548			4,281			(178		)	32,711
Financing and other transaction costs	943			-			34			-			-			977
Depreciation and amortization	-			-			34,084			1,921			-			36,005
Operating income (loss)	(1,964		)	(34		)	20,771			6,652			-			25,425
Other income (expense):
Interest expense, net of interest income	(2		)	(19,781		)	58			(3		)	-			(19,728		)
Intercompany interest income (expense)	(26,783		)	31,407			(5,112		)	488			-			-
Investment income	-			(41		)	9,354			-			-			9,313
Equity in earnings of subsidiaries, net	28,248			21,155			218			-			(49,621		)	-
Other, net	-			(500		)	250			(2		)	-			(252		)
Income (loss) from continuing operations before income taxes	(501		)	32,206			25,539			7,135			(49,621		)	14,758
Income tax expense (benefit)	(10,308		)	3,958			8,665			2,556			-			4,871
Net income (loss)	9,807			28,248			16,874			4,579			(49,621		)	9,887
Less: net income attributable to noncontrolling interest	-			-			80			-			-			80
Net income (loss) attributable to Consolidated Communications Holdings, Inc.	$	9,807		$	28,248		$	16,794		$	4,579		$	(49,621	)	$	9,807
Total comprehensive income (loss) attributable to common shareholders	$	9,807		$	28,551		$	16,720		$	4,517		$	(49,621	)	$	9,974

	Quarter Ended June 30, 2013
	Parent			Subsidiary Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Net revenues	$	-		$	(19	)	$	137,547		$	17,360	$	(3,568	)	$	151,320
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	-			-			55,481			3,733		(3,272		)	55,942
Selling, general and administrative expenses	741			62			28,371			4,666		(296		)	33,544
Financing and other transaction costs	178			-			-			-		-			178
Depreciation and amortization	-			-			32,487			2,222		-			34,709
Operating income (loss)	(919		)	(81		)	21,208			6,739		-			26,947
Other income (expense):
Interest expense, net of interest income	(13		)	(20,672		)	(19		)	7		-			(20,697		)
Intercompany interest income (expense)	(28,334		)	34,262			(6,250		)	322		-			-
Investment income	-			42			8,651			-		-			8,693
Equity in earnings of subsidiaries, net	27,859			19,266			245			-		(47,370		)	-
Other, net	(18		)	-			100			-		-			82
Income (loss) from continuing operations before income taxes	(1,425		)	32,817			23,935			7,068		(47,370		)	15,025
Income tax expense (benefit)	(10,619		)	4,958			8,572			2,554		-			5,465
Income (loss) from continuing operations	9,194			27,859			15,363			4,514		(47,370		)	9,560
Discontinued operations, net of tax	-			-			(272		)	-		-			(272		)
Net income (loss)	9,194			27,859			15,091			4,514		(47,370		)	9,288
Less: net income attributable to noncontrolling interest	-			-			94			-		-			94
Net income (loss) attributable to Consolidated Communications Holdings, Inc.	$	9,194		$	27,859		$	14,997		$	4,514	$	(47,370	)	$	9,194
Total comprehensive income (loss) attributable to common shareholders	$	9,194		$	28,578		$	15,315		$	4,670	$	(47,370	)	$	10,387

22

Condensed Consolidating Statements of Operations

(amounts in thousands)

	Six Months Ended June 30, 2014
	Parent			Subsidiary Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net revenues	$	-		$	74		$	274,447		$	33,053		$	(6,890	)	$	300,684
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	-			-			111,007			6,745			(6,534		)	111,218
Selling, general and administrative expenses	1,884			78			54,904			8,776			(356		)	65,286
Financing and other transaction costs	957			-			309			-			-			1,266
Depreciation and amortization	-			-			67,731			3,816			-			71,547
Operating income (loss)	(2,841		)	(4		)	40,496			13,716			-			51,367
Other income (expense):
Interest expense, net of interest income	(4		)	(39,601		)	56			(10		)	-			(39,559		)
Intercompany interest income (expense)	(53,163		)	62,832			(10,608		)	939			-			-
Investment income	-			(5		)	17,654			-			-			17,649
Equity in earnings of subsidiaries, net	53,869			39,370			481			-			(93,720		)	-
Other, net	-			(500		)	(649		)	(6		)	-			(1,155		)
Income (loss) from continuing operations before income taxes	(2,139		)	62,092			47,430			14,639			(93,720		)	28,302
Income tax expense (benefit)	(20,270		)	8,223			16,731			5,309			-			9,993
Net income (loss)	18,131			53,869			30,699			9,330			(93,720		)	18,309
Less: net income attributable to noncontrolling interest	-			-			178			-			-			178
Net income (loss) attributable to Consolidated Communications Holdings, Inc.	$	18,131		$	53,869		$	30,521		$	9,330		$	(93,720	)	$	18,131
Total comprehensive income (loss) attributable to common shareholders	$	18,131		$	54,580		$	30,373		$	9,206		$	(93,720	)	$	18,570

	Six Months Ended June 30, 2013
	Parent			Subsidiary Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net revenues	$	-		$	(26	)	$	275,602		$	34,388		$	(7,116	)	$	302,848
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	-			-			110,342			7,177			(6,525		)	110,994
Selling, general and administrative expenses	1,689			93			56,084			9,395			(591		)	66,670
Financing and other transaction costs	357			-			-			-			-			357
Depreciation and amortization	-			-			65,069			4,481			-			69,550
Operating income (loss)	(2,046		)	(119		)	44,107			13,335			-			55,277
Other income (expense):
Interest expense, net of interest income	(7		)	(45,169		)	(129		)	8			-			(45,297		)
Intercompany interest income (expense)	(48,767		)	61,870			(13,579		)	476			-			-
Investment income	-			5			17,472			-			-			17,477
Equity in earnings of subsidiaries, net	48,159			37,659			521			-			(86,339		)	-
Other, net	(18		)	-			2			(9		)	-			(25		)
Income (loss) from continuing operations before income taxes	(2,679		)	54,246			48,394			13,810			(86,339		)	27,432
Income tax expense (benefit)	(18,656		)	6,087			18,515			5,068			-			11,014
Income (loss) from continuing operations	15,977			48,159			29,879			8,742			(86,339		)	16,418
Discontinued operations, net of tax	-			-			(248		)	-			-			(248		)
Net income (loss)	15,977			48,159			29,631			8,742			(86,339		)	16,170
Less: net income attributable to noncontrolling interest	-			-			193			-			-			193
Net income (loss) attributable to Consolidated Communications Holdings, Inc.	$	15,977		$	48,159		$	29,438		$	8,742		$	(86,339	)	$	15,977
Total comprehensive income (loss) attributable to common shareholders	$	15,977		$	51,136		$	30,074		$	9,054		$	(86,339	)	$	19,902

23

Condensed Consolidating Statements of Cash Flows

(amounts in thousands)

	Six Months Ended June 30, 2014
	Parent			Subsidiary Issuer			Guarantors			Non-Guarantors			Consolidated
Net cash (used in) provided by operating activities	$	(57,133	)	$	24,501		$	108,672		$	11,005		$	87,045
Cash flows from investing activities:
Purchases of property, plant and equipment	-			-			(48,130		)	(2,316		)	(50,446		)
Proceeds from sale of assets	-			-			1,209			41			1,250
Net cash used in investing activities	-			-			(46,921		)	(2,275		)	(49,196		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	-			26,000			-			-			26,000
Payment of capital lease obligation	-			-			(286		)	(31		)	(317		)
Payment on long-term debt	-			(30,550		)	-			-			(30,550		)
Payment of financing costs	-			(2,524		)	-			-			(2,524		)
Dividends on common stock	(31,127		)	-			-			-			(31,127		)
Transactions with affiliates, net	88,260			(16,542		)	(61,587		)	(10,131		)	-
Net cash provided by (used in) financing activities	57,133			(23,616		)	(61,873		)	(10,162		)	(38,518		)
Increase (decrease) in cash and cash equivalents	-			885			(122		)	(1,432		)	(669		)
Cash and cash equivalents at beginning of period	-			86			2,366			3,099			5,551
Cash and cash equivalents at end of period	$	-		$	971		$	2,244		$	1,667		$	4,882

	Six Months Ended June 30, 2013
	Parent			Subsidiary Issuer			Guarantors			Non-Guarantors			Consolidated
Net cash (used in) provided by continuing operations	$	(50,234	)	$	19,842		$	84,919		$	12,819		$	67,346
Net cash provided by discontinued operations	-			-			(3,097		)	-			(3,097		)
Net cash (used in) provided by operating activities	(50,234		)	19,842			81,822			12,819			64,249
Cash flows from investing activities:
Purchases of property, plant and equipment	-			-			(48,856		)	(3,767		)	(52,623		)
Proceeds from sale of assets	-			-			33			17			50
Other	-			-			(131		)	-			(131		)
Net cash used in continuing operations	-			-			(48,954		)	(3,750		)	(52,704		)
Net cash used in discontinued operations	-			-			(48		)	-			(48		)
Net cash used in investing activities	-			-			(49,002		)	(3,750		)	(52,752		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	-			49,000			-			-			49,000
Payment of capital lease obligation	-			-			(198		)	(26		)	(224		)
Payment on long-term debt	-			(43,620		)	-			-			(43,620		)
Dividends on common stock	(30,987		)	-			-			-			(30,987		)
Transactions with affiliates, net	81,221			(31,799		)	(38,986		)	(10,436		)	-
Net cash provided by (used in) financing activities	50,234			(26,419		)	(39,184		)	(10,462		)	(25,831		)
(Decrease) increase in cash and cash equivalents	-			(6,577		)	(6,364		)	(1,393		)	(14,334		)
Cash and cash equivalents at beginning of period	-			6,577			8,530			2,747			17,854
Cash and cash equivalents at end of period	$	-		$	-		$	2,166		$	1,354		$	3,520

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions.  Certain statements in this Quarterly Report on Form 10-Q, including those which relate to the impact on future revenue sources, pending and future regulatory orders, continued expansion of the telecommunications network and expected changes in the sources of our revenue and cost structure resulting from our entrance into new communications markets, are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe”, “expect”, “anticipate”, “estimate”, “project”, “intend”, “plan”, “should”, “may”, “will”, “would”, “will be”, “will continue” or similar expressions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Consolidated Communications Holdings, Inc. and its subsidiaries (“Consolidated”, the “Company”, “we”, or “our”) to be different from those expressed or implied in the forward-looking statements.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this report. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward—looking statements is included in our 2013 Annual Report on Form 10-K filed with the SEC. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.  Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes to the financial statements (“Notes”) as of and for the six months ended June 30, 2014 included in Item 1 of this Quarterly Report on Form 10-Q.

Throughout this MD&A, we refer to measures that are not a measure of financial performance in accordance with United States generally accepted accounting principles (“US GAAP” or “GAAP”).  We believe the use of these non-GAAP measures on a consolidated basis provides the reader with additional information that is useful in understanding our operating results and trends. These measures should be viewed in addition to, rather than as a substitute for, those measures prepared in accordance with GAAP. See the “Non-GAAP Measures” section below for a more detailed discussion on the use and calculation of these measures.

Overview

We are an established telecommunications services company providing a wide range of telecommunications services to residential and business customers in Illinois, Texas, Pennsylvania, California, Kansas and Missouri.  We offer a wide range of telecommunications services, including local and long-distance service, high-speed broadband Internet access, video services, digital telephone service (“VOIP”), custom calling features, private line services, carrier grade access services, network capacity services over our regional fiber optic networks, directory publishing, Competitive Local Exchange Carrier (“CLEC”) services and equipment sales.

We generate the majority of our consolidated operating revenues primarily from subscriptions to our voice, video and data services (“broadband services”) to residential and business customers.  Revenues decreased $0.3 million and $2.2 million during the quarter and six months ended June 30, 2014 compared to the same periods in 2013. The decrease was primarily driven by a decline in network access revenues, which decreased $2.6 million and $5.5 million in the quarter and six months ended June 30, 2014 as compared to the same periods in 2013.  These decreases were partially offset by an increase of $2.0 million and $3.9 million in broadband revenues in the quarter and six months ended June 30, 2014 when compared to the same prior year periods. We expect our broadband service revenues to continue to grow as consumer and business demands for data based services increase.

We market our services to residential and business customers, either individually or as a bundled package.  Our “triple play” bundle includes our voice, video and data services. As of June 30, 2014, our video service was

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available to approximately 535 thousand homes in the markets we serve, with an approximate 20% penetration rate.  As of June 30, 2014, we had approximately 111 thousand video subscribers, a 2% increase from the same period in 2013. During 2013, we launched TV Everywhere which allows our subscribers to watch their favorite programs at home or away on a computer, smartphone or tablet.  Data and Internet connections continue to increase as a result of enhanced product and service offerings, such as our consumer VOIP service and data speeds of up to 50 Mbps, depending on the geographic market availability. As of June 30, 2014, approximately 30% of the homes in the areas we serve subscribe to our data service. Our voice services provide local and long-distance calling and other features, such as hosted voice services using cloud network servers, a business directory listing and the added capacity for multiple phone lines to be made available to our business voice customers.

In addition, we also offer transport services including dedicated Internet access through our Metro Ethernet network.  Wide Area Network (“WAN”) solutions include point-to-point and multi-point deployments from 2.5 Mb to 10 Gbps, accommodating the growth patterns of our business customers.  We also offer wholesale services to carriers, including wireless backhaul and other fiber transport solutions.

Local calling services revenue continues to be impacted in part from an anticipated industry-wide trend of a decline in access lines and related use of services.  Many consumers are choosing to subscribe to alternative communications services and competition for these subscribers continues to increase. Progressively, consumers are utilizing over-the-top services to download and watch television shows of interest to them on their computers. Competition from wireless providers, CLECs and in some cases cable television providers has increased in recent years in the markets we serve.  We have been able to mitigate some of the access line losses through marketing initiatives and product offerings, such as our VOIP service.  In addition, recent mandated network access rate reductions have been offset by local rate increases, where market conditions allow.

As discussed in the “Regulatory Matters” section below, our operating revenues are also impacted by legislative or regulatory changes at the federal and state levels, which could reduce or eliminate the current subsidies revenue we receive.  A number of proceedings and recent orders relate to universal service reform, intercarrier compensation and network access charges.  There are various ongoing legal challenges to the orders that have been issued.  As a result, it is not yet possible to determine fully the impact of the regulatory changes on our operations.

Significant Recent Developments

Agreement and Plan of Merger with Enventis

On June 29, 2014, we entered into an agreement and plan of merger (the “Merger Agreement”) with Sky Merger Sub Inc., a newly formed Minnesota corporation and wholly-owned subsidiary of the Company, and Enventis Corporation, a Minnesota corporation (“Enventis”), to acquire all the issued and outstanding shares of Enventis in exchange for shares of our common stock.  Each share of common stock, no par value, of Enventis owned immediately prior to the transaction will be converted into and become the right to receive 0.7402 shares of common stock, par value of $0.01 per share, of our common stock and cash in lieu of fractional shares, as set forth in the Merger Agreement.  Based on the closing price of our common stock as of the date of the Merger Agreement, the total value of the consideration to be exchanged is approximately $229.0 million, exclusive of debt.  Following the close of the transaction, Enventis will be a wholly-owned subsidiary of the Company.

The merger is subject to approval by our stockholders and Enventis’ shareholders, approval of the listing of additional shares of Consolidated common stock to be issued to Enventis’ shareholders, required regulatory approvals and other customary closing conditions.  We expect the transaction to be completed during the fourth quarter of 2014.

Segment Reporting

Historically, we have classified our operations into two separate reportable business segments: Telephone Operations and Other Operations.  Our Telephone Operations consisted of a wide range of telecommunications services to residential and business customers, including local and long-distance service, high-speed broadband Internet access, video services, VOIP services, custom calling features, private line services, carrier access services, network capacity services over a regional fiber optic network, mobile services and directory publishing.  Our Other Operations segment operated two complementary non-core businesses including telephone services to state and county correctional facilities (“Prison Services”) and equipment sales.  As discussed below, our contract to provide telephone services to correctional facilities operated by the Illinois Department of Corrections was not renewed and the process of transitioning these services to another service provider was completed during the

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quarter ended March 31, 2013.  The remaining Prison Services assets and operations were classified as discontinued operations during the quarter ended June 30, 2013 and subsequently sold during the quarter ended September 30, 2013, as discussed below.  Prison Services comprised nearly all of the Other Operations segment revenue and results of operations.  Consequently, with the cessation of our Prison Services business and based on the segment accounting guidance, we concluded that we operate as one segment as of the quarter ended June 30, 2013.  As required by the authoritative guidance for segment presentation, segment results of operations have been retrospectively adjusted to reflect this change for all periods presented.

Prison Services Contract

We previously provided telephone service to inmates incarcerated at facilities operated by the Illinois Department of Corrections.  On June 27, 2012, the Illinois Department of Central Management Services announced its intent to replace us as the provider of those services with a competitor. Although we challenged our competitor’s bid and the State’s decision to accept that bid in a variety of different forums, during the quarter ended March 31, 2013, the process of transitioning these services to another service provider was completed. All related assets have been assessed for recoverability in light of this change and we determined that no impairment was necessary.

Discontinued Operations

On September 13, 2013, we completed the sale of the assets and contractual rights used to provide communications services to thirteen county jails located in Illinois.  The sale was completed for an aggregate purchase price of $2.5 million, resulting in a gain of $1.3 million, net of tax.  The financial results of the operations for Prison Services, which were previously reported in the Other Operations segment, have been reported as discontinued operations in our condensed consolidated financial statements for all periods presented.

Results of Operations

The following tables reflect our financial results on a consolidated basis and key operating metrics as of and for the quarters and six months ended June 30, 2014 and 2013.

Financial Data

	Quarter Ended June 30,											Six Months Ended June 30,
							$			%								$			%
(In millions, except for percentages)	2014			2013			Change			Change		2014			2013			Change			Change
Operating Revenues
Local calling services	$	26.7		$	26.3		$	0.4		2	%	$	52.9		$	52.9		$	-		0	%
Network access services	26.2			28.8			(2.6		)	(9	)	53.0			58.5			(5.5		)	(9	)
Video, Data and Internet services	69.6			67.6			2.0			3		137.8			133.9			3.9			3
Subsidies	13.3			13.5			(0.2		)	(1	)	26.4			26.9			(0.5		)	(2	)
Long-distance services	4.7			4.9			(0.2		)	(4	)	9.5			9.8			(0.3		)	(3	)
Other services	10.5			10.2			0.3			3		21.0			20.8			0.2			1
Total operating revenue	151.0			151.3			(0.3		)	(0	)	300.6			302.8			(2.2		)	(1	)
Expenses
Cost of services and products	55.9			56.0			(0.1		)	(0	)	111.2			111.0			0.2			0
Selling, general and administrative costs	32.7			33.5			(0.8		)	(2	)	65.3			66.7			(1.4		)	(2	)
Financing and other transaction costs	1.0			0.2			0.8			400		1.3			0.4			0.9			225
Depreciation and amortization	36.0			34.7			1.3			4		71.5			69.5			2.0			3
Total operating expenses	125.6			124.4			1.2			1		249.3			247.6			1.7			1
Income from operations	25.4			26.9			(1.5		)	(6	)	51.3			55.2			(3.9		)	(7	)
Interest expense, net	(19.7		)	(20.7		)	1.0			5		(39.5		)	(45.3		)	5.8			13
Other income	9.1			8.8			0.3			3		16.5			17.5			(1.0		)	(6	)
Income tax expense	4.9			5.5			(0.6		)	(11	)	10.0			11.0			(1.0		)	(9	)
Income from continuing operations	9.9			9.5			0.4			4		18.3			16.4			1.9			12
Income from discontinued operations, net of tax	-			(0.2		)	0.2			100		-			(0.2		)	0.2			100
Net income attributable to noncontrolling interest	0.1			0.1			-			0		0.2			0.2			-			0
Net income attributable to common shareholders	$	9.8		$	9.2		$	0.6		7		$	18.1		$	16.0		$	2.1		13
Adjusted EBITDA (1)	$	71.4		$	71.8		$	(0.4	)	(1	) %	$	142.4		$	145.3		$	(2.9	)	(2	) %

(1)A non-GAAP measure.  See the “Non-GAAP Measures” section below for additional information and reconciliation to the most directly comparable GAAP measure.

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Key Operating Statistics

	As of June 30,
	2014	2013	Change		% Change
ILEC access lines
Residential	143,060	150,711	(7,651	)	(5	) %
Business	106,926	111,870	(4,944	)	(4	)
Total	249,986	262,581	(12,595	)	(5	)
Voice connections (1)
Residential	70,276	76,101	(5,825	)	(8	)
Business	50,273	50,013	260		1
Total	120,549	126,114	(5,565	)	(4	)
Data and internet connections (2)	259,225	251,306	7,919		3
Video connections (2)	111,211	109,083	2,128		2
Total connections	740,971	749,084	(8,113	)	(1	)

(1)Voice connections include voice lines outside the Incumbent Local Exchange Carrier (“ILEC”) service areas and Voice-over-IP inside the ILEC service areas.

(2)These connections include both residential and business (excluding SureWest business metrics) for services both inside and outside the ILEC service areas.

Operating Revenues

Local Calling Services

We offer several different basic local phone service packages for residential and business customers.  The plans include options for voicemail and other custom calling features such as caller ID, call forwarding and call waiting.  Local calling services revenue increased $0.4 million during the quarter and remained flat for the six months ended June 30, 2014, respectively, compared to the same periods in 2013. Revenue increased despite a 5% decline in local access lines, due to rate increases established to offset the reductions in end user rates in network access services as described below.  The number of local access lines in service directly affects the recurring revenue we generate from end users and continues to be impacted by the industry-wide decline in access lines.  We expect to continue to experience modest erosion in access lines due to competition from alternative technologies and through our own competing VOIP product.

Network Access Services

Network access service revenues include interstate and intrastate switched access revenue, network special access services and wireless backhaul services.  Network access services revenue decreased $2.6 million and $5.5 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013.  Network access revenues decreased due to a reduction in residential federal subscriber line charges in Texas effective in July 2013, which was mitigated in part by an increase in end user rates within local calling services above.  As described in the “Regulatory Matters” section below, network access revenues were also impacted by a decline in intrastate rates resulting from the intercarrier compensation (“ICC”) reform implemented by the Federal Communications Commission (“FCC”).  Certain of our network access revenues are based on rates set or approved by federal and state regulatory commissions which may be subject to change at any time.  Switched and special access revenue also decreased as a result of the decline in local access lines and minutes of use.  However, these declines were partially offset by the continued growth in wireless backhaul services as the demand for wireless data continued to escalate.

Video, Data and Internet Services

Video, data and Internet services include revenue from residential and business customers for subscriptions to our voice, video and data products.  We offer high speed Internet access at speeds for residential consumers of up to 50 Mbps, depending on the nature of the network facilities that are available, the level of service selected and the location.  We also offer a variety of data connectivity services in select markets, including Ethernet services over our copper and fiber-based networks, virtual hosting services and collocation services.  Our VOIP digital phone

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service is also available in certain markets as an alternative to the traditional telephone line.  Depending on geographic market availability, our video services range from limited basic service to advanced digital television, which includes several plans each with hundreds of local, national and music channels including premium and pay-per-view channels as well as video on demand service.  Certain subscribers may also subscribe to our advanced video services, which consist of high-definition television, digital video recorders (“DVR”) and/or a whole home DVR.

Video, data and Internet revenue increased $2.0 million and $3.9 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013, primarily due to the continued growth in data and Internet connections and video connections, which increased 3% and 2%, respectively, as of June 30, 2014.  We expect video, data and Internet service revenue to continue to grow and comprise a greater percentage of consolidated operating revenues as a result of growth in commercial services and Metro Ethernet revenue and as a result of the rising consumer demand for data based services.  However, the revenue growth was tempered by a decrease in voice revenue primarily for residential digital phone services due to an 8% decline in voice connections as more consumers begin to rely exclusively on wireless service.

Subsidies

We receive federal and state subsidies, which are designed to promote widely available, quality telephone service at affordable prices in rural areas.  Subsidy revenues decreased $0.2 million and $0.5 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013 primarily as a result of the reduction in state funding support for our Texas ILEC effective January 1, 2014.  See the “Regulatory Matters” section below for a further discussion of the subsidies we receive.

Long-Distance Services

We offer a variety of long-distance calling plans, including unlimited flat-rate calling plans, to residential and business customers.  Long-distance services revenue decreased $0.2 million and $0.3 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013 primarily due to the decline in access lines as described above and the shift in customers moving to unlimited long-distance plans.

Other Services

Other services includes revenues from telephone directory publishing, wholesale transport services, billing and collection services, inside wiring service and maintenance and equipment sales.  Other services revenue increased $0.3 million and $0.2 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013.  The changes in other services revenue was primarily due to a decline in directory publishing revenues, which was offset by an increase in transport services and equipment sales.

Operating Expenses

Cost of Services and Products

Cost of services and products decreased $0.1 million during the quarter and increased $0.2 million during the six months ended June 30, 2014, respectively, compared to the same periods in 2013 primarily due to higher costs associated with providing video programming.  Video programming costs continued to increase due to the growth in video connections and an increase in costs per program channel.  However, the increase in video programming costs was partially offset by a reduction in federal universal service fund (“USF”) expense in the current year periods due to the recovery of USF fees related to the 2013 service period as a result of a reduction in the estimated revenue base.  Employee costs also decreased due to a reduction in headcount as a result of integration and cost reduction efforts in 2013 as well as a reduction in pension expense in the current year.

Selling, General and Administrative Costs

Selling, general and administrative costs decreased $0.8 million and $1.4 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013 primarily due to a decrease in professional fees for audit and legal services and a decline in pension costs in the current year.  These savings were offset in part by an increase in advertising expense in the current year and changes in bad debt expense due to a reduction in expense in the prior year period.

Financing and Other Transaction Costs

Transaction costs increased $0.8 million and $0.9 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013 as a result of the acquisition of Enventis, which is expected to close in the fourth quarter of 2014.

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Depreciation and Amortization

Depreciation and amortization expense increased $1.3 million and $2.0 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013, which was primarily associated with ongoing capital expenditures related to network enhancements and success based capital projects for consumer and commercial services.

Regulatory Matters

Our revenues are subject to broad Federal and/or state regulation, which include such telecommunications services as local telephone service, network access service and toll service and are derived from various sources, including:

·business and residential subscribers of basic exchange services;

·surcharges mandated by state commissions;

·long distance carriers, for network access service;

·competitive access providers and commercial enterprises for network access service; and

·support payments from federal or state programs.

The telecommunications industry is subject to extensive federal, state and local regulation.  Under the Telecommunications Act of 1996, federal and state regulators share responsibility for implementing and enforcing statutes and regulations designed to encourage competition and to preserve and advance widely available, quality telephone service at affordable prices.

At the federal level, the FCC generally exercises jurisdiction over facilities and services of local exchange carriers, such as our rural telephone companies, to the extent they are used to provide, originate, or terminate interstate or international communications.  The FCC has the authority to condition, modify, cancel, terminate, or revoke our operating authority for failure to comply with applicable federal laws or FCC rules, regulations and policies.  Fines or penalties also may be imposed for any of these violations.

State regulatory commissions generally exercise jurisdiction over carriers’ facilities and services to the extent they are used to provide, originate, or terminate intrastate communications.  In particular, state regulatory agencies have substantial oversight over interconnection and network access by competitors of our rural telephone companies.  In addition, municipalities and other local government agencies regulate the public rights-of-way necessary to install and operate networks.  State regulators can sanction our rural telephone companies or revoke our certifications if we violate relevant laws or regulations.

FCC Matters

In general, telecommunications service in rural areas is more costly to provide than service in urban areas.  The lower customer density means that switching and other facilities serve fewer customers and loops are typically longer, requiring greater expenditures per customer to build and maintain.  By supporting the high cost of operations in rural markets, USF subsidies promote widely available, quality telephone service at affordable prices in rural areas.  We received $8.8 million and $17.2 million in USF subsidies in the quarter and six-months ended June 30, 2014, respectively, as compared to $8.2 million and $16.5 million recognized in the same periods in 2013.  Included in the $16.5 million of federal subsidies recorded in the prior year was $3.0 million in revenue that was recognized for eligible telecommunications carriers (“ETC”) who receive high-cost support.  As discussed below, the subsidy was denied and the $3.0 million that was recognized was subsequently reversed in December 2013.

In order for ETCs to receive high-cost support, the USF/ICC Transformation Order requires states to certify on an annual basis that USF support is used “only for the provision, maintenance, and upgrading of facilities and services for which the support is intended”.  States, in turn, require that ETCs file certifications with them as the basis for the state filings with the FCC. Failure to meet the annual data and certification deadlines can result in reduced support to the ETC based on the length of the delay in certification.  For the calendar year 2013, the California state certification was due to be filed with the FCC on or before October 1, 2012. We were notified in January 2013 that SureWest Communications (“SureWest”) did not submit the required certification to the California Public Utilities Commission (“CPUC”) in time to be included in its October 1, 2012, submission to the

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FCC.  On January 24, 2013, we filed a certification with the CPUC and filed a petition with the FCC for a waiver of the filing deadline for the annual state certification. On February 19, 2013, the CPUC filed a certification with the FCC with respect to SureWest. On October 29, 2013, the Wireline Competition Bureau of the FCC denied our petition for a waiver of the annual certification deadline.  On November 26, 2013, we applied for a review of the decision made by the FCC staff by the full Commission.  Management believes, based on  the change in SureWest Telephone’s USF filing status caused by the change in the ownership of SureWest Telephone, the lack of formal notice by the FCC regarding this change in filing status, the fact that SureWest Telephone had a previously-filed certification of compliance in effect with the FCC for the two quarters for which USF was withheld, and the FCC’s past practice of granting waivers to accept late filings in similar situations, that the Company should prevail in its application to the Commission and receive USF funding for the period January 1, 2013, through June 30, 2013. However, due to the denial of our petition by the Wireline Competition Bureau and the uncertainty of the collectability of the previously recognized revenues, in December 2013 we reversed the $3.0 million of previously recognized revenues until such time that the Commission has the opportunity to reach a decision on our application for review.

Historically, under FCC rules governing rate making, our California ILEC was required to establish rates for its interstate telecommunications services based on projected demand usage for the various services.  We projected our earnings through the use of annual cost separation studies, which utilized estimated total cost information and projected demand usage. Carriers were required to follow FCC rules in the preparation of these annual studies.  We determined actual earnings from our interstate rates as actual volumes and costs became known.  In March 2013, we filed a waiver with the FCC to convert our California ILEC from a rate of return to a price cap company.  The FCC granted the waiver with an effective date of our annual interstate access tariff filing of July 2, 2013.  We expect certain adjustments to take place over the next twenty-four months as a result of exiting the National Exchange Carrier Association (“NECA”) pool; however, we do not anticipate that they will be material to our condensed consolidated financial statements or results of operations.

An order adopted by the FCC in 2011 (the “Order”) may significantly impact the amount of support revenue we receive from the USF/Connect America Fund (“CAF”) and ICC. The Order reformed core parts of the USF, broadly recast the existing ICC scheme and established the CAF to replace support revenues provided by the current USF and redirected support from voice services to broadband services.  In 2012, Phase I of the CAF was implemented, freezing USF support to price cap holding companies until the FCC implements Phase II, which incorporates a broadband cost model to shift support from voice service to broadband.  The Order also modifies the methodology used for ICC for traffic exchanged between carriers.  The initial phase of ICC reform was effective on July 1, 2012, beginning the transition of our terminating switched access rates to bill-and-keep over a seven year period.  As a result of implementing the provisions of the Order, our network access revenues decreased approximately $0.5 million and $0.9 million in the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013.

On June 10, 2014, the FCC released a report and order addressing the transition to CAF Phase II for price cap carriers, the rules for the competitive bidding process and the implementation of the local rate benchmark.  For companies that accept CAF Phase II model based support, there will be a three year transition period in instances where their current Phase I frozen funding exceeds the Phase II funding.  Companies that do not accept the CAF Phase II funding will continue to receive Phase I frozen support amounts until support for their service area is awarded to another carrier through the competitive bidding process, which is expected to be completed by the end of 2015.  In addition, companies that do not accept the model based support will be eligible to participate in the competitive bidding process.  The Company is currently evaluating its options in these matters.

On June 10, 2014, the FCC also issued a Further Notice of Proposed Rulemaking regarding CAF Phase II that, among other things, proposes to increase the download speed requirement from 4 Mbps to 10 Mbps.  In addition, they are considering the proper funding mechanism for areas in which the incumbent provider does not accept Phase II support and the winning bidder does not intend to serve the incumbent’s entire service territory.  Comments are currently being accepted through August 8, 2014, and decisions on the proposals are expected later in the year.

State Matters

California

In an ongoing proceeding relating to the New Regulatory Framework, the CPUC adopted Decision 06-08-030 in 2006, which grants carriers broader pricing freedom in the provision of telecommunications services, bundling of

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services, promotions and customer contracts.  This decision adopted a new regulatory framework, the Uniform Regulatory Framework (“URF”), which among other things (i) eliminates price regulation and allows full pricing flexibility for all new and retail services, (ii) allows new forms of bundles and promotional packages of telecommunication services, (iii) allocates all gains and losses from the sale of assets to shareholders and (iv) eliminates almost all elements of rate of return regulation, including the calculation of shareable earnings.  On December 31, 2010, the CPUC issued a ruling to initiate a new proceeding to assess whether, or to what extent, the level of competition in the telecommunications industry is sufficient to control prices for the four largest ILECs in the state.  Subsequently, the CPUC issued a ruling temporarily deferring the proceeding.  The status on when the CPUC may open this proceeding is unclear and on hold at this time. The CPUC’s actions in this and future proceedings could lead to new rules and an increase in government regulation.  We will continue to monitor this matter.

Pennsylvania

In 2011, the Pennsylvania Public Utilities Commission (“PAPUC”) issued an intrastate access reform order reducing intrastate access rates to interstate levels in a three-step process, which began in March 2012.  With the release of the FCC order in November 2011, the PAPUC temporarily issued a stay.  A final stay was issued in 2012 to implement the FCC ordered intrastate access rate changes.  The PAPUC had indicated that it would address state universal funding in 2013, but delayed conducting a proceeding pending any activity in House Bill 1608 addressing telecommunications market competition, deregulation and universal service or other activity at the state legislature that may occur in the 2014 legislative session.  We will continue to monitor this matter.

Texas

The Texas Public Utilities Regulatory Act (“PURA”) directs the Public Utilities Commission of Texas (“PUCT”) to adopt and enforce rules requiring local exchange carriers to contribute to a state universal service fund that helps telecommunications providers offer basic local telecommunications service at reasonable rates in high cost rural areas.  The Texas Universal Service Fund is also used to reimburse telecommunications providers for revenues lost by providing lifeline service.  Our Texas rural telephone companies receive disbursements from this fund.

Our Texas ILECs have historically received two state funds, the small and rural incumbent local exchange company plan high cost fund (“HCF”) and the high cost assistance fund (“HCAF”).  The HCF is a line-based fund used to keep local rates low.  The rate is applied on all residential lines and up to five single business lines.  The amount we receive from the HCAF is a frozen monthly amount that was originally developed to offset high intrastate toll rates.

In September 2011, the Texas state legislature passed Senate Bill No. 980/House Bill No. 2603 which, among other things, mandated the PUCT to review the Universal Service Fund and issue recommendations by January 1, 2013 with the intent to effectively reduce the size of the Universal Service Fund.  This would be accomplished by implementing an urban floor to offset state funding reductions with a phase-in period of four years.  The PUCT recommended that (i) frozen line counts be lifted effective September 1, 2013 and (ii) rural and urban local rate benchmarks be developed.  The large company fund was completed in September 2012 and the PUCT addressed the small fund participants in Docket 41097 Rate Rebalancing (“Docket 41097”), as discussed below.

In June 2013, the Texas state legislature passed Senate Bill No. 583 (“SB 583”).  The provisions of SB 583 were effective September 1, 2013 and froze HCF and HCAF support for the remainder of 2013.  As of January 1, 2014,  our annual $1.4 million HCAF support was eliminated, and the frozen HCF support returned to funding on a per line basis.   In July 2013, the Company entered into a settlement agreement with the PUCT on Docket 41097, which was approved by the PUCT on August 30, 2013.  In accordance with the provisions of the settlement agreement, the HCF draw will be reduced by approximately $1.2 million annually, or approximately $4.8 million in total, over a 4 year period beginning June 1, 2014 through 2017.  However, we have the ability to fully offset this reduction with increases to residential rates where market conditions allow, which the Company filed for in April and implemented in June 2014.

In addition, the PUCT is required to develop a needs test for post-2017 funding and has held workshops on various proposals.  The PUCT issued its recommendation to the Texas state Commissioners in May 2014 and has been assigned Docket 41608 for which comments are currently being accepted.  We will continue to monitor this matter.

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Other Regulatory Matters

We are also subject to a number of regulatory proceedings occurring at the federal and state levels that may have a material impact on our operations. The FCC and state commissions have authority to issue rules and regulations related to our business.  A number of proceedings are pending or anticipated that are related to such telecommunications issues as competition, interconnection, access charges, intercarrier compensation, broadband deployment, consumer protection and universal service reform.  Some proceedings may authorize new services to compete with our existing services.  Proceedings that relate to our cable television operations include rulemakings on set top boxes, carriage of programming, industry consolidation and ways to promote additional competition.  There are various on-going legal challenges to the scope or validity of FCC orders that have been issued.  As a result, it is not yet possible to determine fully the impact of the related FCC rules and regulations on our operations.

Non-Operating Items

Other Income and Expense, Net

Interest expense, net of interest income, decreased $1.0 million and $5.7 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013 primarily due to a reduction in interest expense related to our interest rate swap agreements as a result of the maturity of several agreements during 2013.  Interest rates on outstanding borrowings under our Credit Agreement also declined due to the amendment of our Credit Agreement in December 2013, as described in the Liquidity and Capital Resources section below.

Investment income increased $0.6 million and $0.2 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013, primarily due to higher earnings from our wireless partnership interests.  Other, net decreased $0.3 million and $1.1 million during the quarter and six months ended June 30, 2014 compared to the same periods in 2013 due to the sale of an office facility and other related assets in Pennsylvania during the quarter ended March 31, 2014 that resulted in a non-cash loss of $0.8 million, and $0.5 million in bond solicitation fees that were partially offset by $0.3 million in life insurance proceeds during the quarter ended June 30, 2014.

Income Taxes

Income taxes decreased $0.6 million and $1.0 million during the quarter and six months ended June 30, 2014, respectively, compared to the same periods in 2013. Our effective rate was 33.0% and 35.3% for the quarter and six months ended June 30, 2014, respectively, compared to 36.4% and 40.2% for the quarter and six-month periods ended June 30, 2013, respectively.  For the quarter and six month periods ended June 30, 2014, the effective tax rate differed from the federal and state statutory rates primarily due to the release of a valuation allowance set up on Federal NOL carryforwards subject to separate return limitation year restrictions.  Exclusive of this adjustment, our effective tax rate for the quarter and six months ended June 30, 2014 would have been approximately 36.6% and 37.2% respectively.  For the six-month period ended June 30, 2013, the effective tax rate differed from the federal and state statutory rates primarily due to non-deductible compensation in relation to the acquisition of SureWest. Exclusive of this adjustment, our effective tax rate for the six months ended June 30, 2013 would have been approximately 36.7%

Non-GAAP Measures

In addition to the results reported in accordance with US GAAP, we also use certain non-GAAP measures such as EBITDA and adjusted EBITDA to evaluate operating performance and to facilitate the comparison of our historical results and trends. These financial measures are not a measure of financial performance under US GAAP and should not be considered in isolation or as a substitute for net income as a measure of performance and net cash provided by operating activities as a measure of liquidity. They are not, on their own, necessarily indicative of cash available to fund cash needs as determined in accordance with GAAP. The calculation of these non-GAAP measures may not be comparable to similarly titled measures used by other companies. Reconciliations of these non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP are provided below.

EBITDA is defined as net earnings before interest expense, income taxes, and depreciation and amortization.  Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as permitted or required under our credit facility as described in the reconciliations below.  These measures are a common measure of operating performance in the telecommunications industry and are useful, with other data, as a means to evaluate our ability to fund our estimated uses of cash.

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The following table is a reconciliation of net cash provided by operating activities to adjusted EBITDA for the quarters and six months ended June 30, 2014 and 2013:

	Quarter Ended						Six Months
	June 30,						Ended June 30,
(In thousands)	2014			2013			2014			2013
Net cash provided by operating activities from continuing operations	$	38,651		$	29,623		$	87,045		$	67,346
Adjustments:
Non-cash, stock-based compensation	(940		)	(784		)	(1,724		)	(1,440		)
Other adjustments, net	18			349			(2,732		)	(1,820		)
Changes in operating assets and liabilities	8,163			15,081			7,267			21,882
Interest expense, net	19,728			20,697			39,559			45,297
Income taxes	4,871			5,465			9,993			11,014
EBITDA	70,491			70,431			139,408			142,279
Adjustments to EBITDA:
Other, net (1)	(8,770		)	(7,066		)	(16,487		)	(14,150		)
Investment distributions (2)	8,706			7,660			17,792			15,761
Non-cash, stock-based compensation (3)	940			784			1,724			1,440
Adjusted EBITDA	$	71,367		$	71,809		$	142,437		$	145,330

(1)       Other, net includes the equity earnings from our investments, dividend income, income attributable to noncontrolling interests in subsidiaries, transaction related costs including severance and certain other miscellaneous items.

(2)       Includes all cash dividends and other cash distributions received from our investments.

(3)       Represents compensation expenses in connection with the issuance of stock awards, which, because of the non-cash nature of these expenses, are excluded from adjusted EBITDA.

Liquidity and Capital Resources

Outlook and Overview

Our operating requirements have historically been funded from cash flows generated from our business and borrowings under our credit facilities.  We expect that our future operating requirements will continue to be funded from cash flows from operating activities, existing cash and cash equivalents, and, if needed, from borrowings under our revolving credit facility and our ability to obtain future external financing.  We anticipate that we will continue to use a substantial portion of our cash flow to fund capital expenditures, meet scheduled payments of long-term debt, make dividend payments, and to invest in future business opportunities.

The following table summarizes our cash flows:

	Six Months Ended June 30,
(In thousands)	2014			2013
Cash flows provided by (used in):
Operating activities:
Continuing operations	$	87,045		$	67,346
Discontinued operations	-			(3,097		)
Investing activities:
Continuing operations	(49,196		)	(52,704		)
Discontinued operations	-			(48		)
Financing activities:
Continuing operations	(38,518		)	(25,831		)
Decrease in cash and cash equivalents	$	(669	)	$	(14,334	)

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Cash Flows Provided by Operating Activities

Net cash provided by operating activities from continuing operations was $87.0 million during the six-month period ended June 30, 2014, an increase of $19.7 million compared to the same period in 2013.  Cash provided by operating activities increased primarily as a result of the timing in payments to suppliers and the payment of accrued transaction costs in 2013.  We also received additional cash distributions from our wireless partnerships in 2014.  These increases were offset in part by an increase in contributions to our pension plans in 2014.

Cash Flows Used In Investing Activities

Net cash used in investing activities was $49.2 million during the six-month period ended June 30, 2014, a decrease of $3.5 million compared to the same period in 2013 and consisted primarily of cash used for capital expenditures.

Capital Expenditures

Capital expenditures continue to be our primary recurring investing activity and were $50.4 million during the six-month period ended June 30, 2014, a decrease of $2.2 million compared to the same period in 2013.  Capital expenditures for the remainder of 2014 are expected to be $47.0 million to $53.0 million of which approximately 60% is planned for success-based capital projects for residential and commercial initiatives. Capital expenditures for the remainder of 2014 and subsequent years will depend on various factors, including competition, changes in technology, regulatory changes and the timing in the deployment of new services.  We expect to continue to invest in existing and new services in order to retain and acquire more customers through a broader set of products.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities consists primarily of our proceeds and principal payments on long-term borrowings and the payment of dividends.

Long-term Debt

Credit Agreement

In December 2013, the Company, through certain of its wholly owned subsidiaries, entered into a Second Amended and Restated Credit Agreement with various financial institutions (the “Credit Agreement”) to replace the Company’s previously amended credit agreement.  The Credit Agreement consists of a $75.0 million revolving credit facility and initial term loans in the aggregate amount of $910.0 million (“Term 4”).  The proceeds from the Credit Agreement were used to repay the outstanding term loans from the previous agreement in its entirety.  The Credit Agreement also includes an incremental term loan facility which provides the ability to borrow up to $300.0 million of incremental term loans subject to certain terms and conditions.  Borrowings under the senior secured credit facility are secured by substantially all of the assets of the Company and its subsidiaries, with the exception of Illinois Consolidated Telephone Company and our majority-owned subsidiary, East Texas Fiber Line Incorporated.

The Term 4 loan was issued in an original aggregate principal amount of $910.0 million with a maturity date of December 23, 2020, but is subject to earlier maturity on December 31, 2019 if the Company’s unsecured Senior Notes due in 2020 (“Senior Notes”) are not repaid or redeemed in full by December 31, 2019.  The Term 4 loan contains an original issuance discount of $4.6 million, which is being amortized over the term of the loan.  The Term 4 loan requires quarterly principal payments of $2.3 million, which commenced March 31, 2014, and has an interest rate of the London Interbank Offered Rate (“LIBOR”) plus 3.25% subject to a 1.00% LIBOR floor.

Our revolving credit facility has a maturity date of December 23, 2018 and an applicable margin (at our election) of between 2.50% and 3.25% for LIBOR-based borrowings or between 1.50% and 2.25% for alternate base rate borrowings, depending on our leverage ratio.  Based on our leverage ratio at June 30, 2014, the borrowing margin for the next three month period ending September 30, 2014 will be at a weighted-average margin of 3.00% for a LIBOR-based loan or 2.00% for an alternate base rate loan.  The applicable borrowing margin for the revolving credit facility is adjusted quarterly to reflect the leverage ratio from the prior quarter-end.  As of June 30, 2014 and December 31, 2013, borrowings of $13.0 million were outstanding under the revolving credit facility.  A stand-by letter of credit of $0.9 million, issued in connection with the Company’s insurance coverage, was outstanding under our revolving credit facility as of June 30, 2014.  The stand-by letter of credit is renewable annually and reduces the borrowing availability under the revolving credit facility.

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The weighted-average interest rate on outstanding borrowings under our credit facility was 4.23% at June 30, 2014 and December 31, 2013.  Interest is payable at least quarterly.

Net proceeds from asset sales exceeding certain thresholds, to the extent not reinvested, are required to be used to repay loans outstanding under the Credit Agreement.

Credit Agreement Covenant Compliance

The Credit Agreement contains various provisions and covenants, including, among other items, restrictions on the ability to pay dividends, incur additional indebtedness, and issue capital stock.  We have agreed to maintain certain financial ratios, including interest coverage and total net leverage ratios, all as defined in the Credit Agreement.  As of June 30, 2014, we were in compliance with the Credit Agreement covenants.

In general, our Credit Agreement restricts our ability to pay dividends to the amount of our Available Cash as defined in our Credit Agreement.  As of June 30, 2014, we had $231.3 million in dividend availability under the credit facility covenant.

Under our Credit Agreement, if our total net leverage ratio (as defined in the Credit Agreement), as of the end of any fiscal quarter, is greater than 5.10:1.00, we will be required to suspend dividends on our common stock unless otherwise permitted by an exception for dividends that may be paid from the portion of proceeds of any sale of equity not used to fund acquisitions, or make other investments.  During any dividend suspension period, we will be required to repay debt in an amount equal to 50.0% of any increase in Available Cash, among other things.  In addition, we will not be permitted to pay dividends if an event of default under the Credit Agreement has occurred and is continuing.  Among other things, it will be an event of default if our total net leverage ratio and interest coverage ratio as of the end of any fiscal quarter is greater than 5.25:1.00 and less than 2.25:1.00, respectively.  As of June 30, 2014, our total net leverage ratio under the Credit Agreement was 4.29:1.00, and our interest coverage ratio was 3.56:1.00.

Senior Notes

On May 30, 2012, we completed an offering of $300.0 million aggregate principal amount of 10.875% unsecured Senior Notes, due 2020 through our wholly-owned subsidiary, Consolidated Communications Finance Co. (“Finance Co.”) for the acquisition of SureWest .  The Senior Notes will mature on June 1, 2020 and earn interest at a rate of 10.875% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2012.  The Senior Notes were sold in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States in compliance with Regulation S under the Securities Act.  In addition, some of the Senior Notes were sold to certain “accredited investors” (as defined in Rule 501 under the Securities Act).  The Senior Notes were sold to investors at a price equal to 99.345% of the principal amount thereof, for a yield to maturity of 11.00%.  This discount is being amortized over the term of the Senior Notes.  Upon closing of the SureWest acquisition on July 2, 2012, Finance Co. merged with and into our wholly-owned subsidiary Consolidated Communications, Inc., (“CCI”) which assumed the Senior Notes, and we and certain of our subsidiaries fully and unconditionally guaranteed the Senior Notes.  On August 3, 2012, SureWest and its subsidiaries guaranteed the Senior Notes.

In 2013, we completed an exchange offer to issue registered notes (“Exchange Notes”) for $287.3 million of the original Senior Notes.  The terms of the Exchange Notes are substantially identical to the Senior Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the Senior Notes do not apply to the Exchange Notes.  The exchange offer did not impact the aggregate principal amount or the remaining terms of the Senior Notes outstanding.

Senior Notes Covenant Compliance

The indenture governing the Senior Notes contains customary covenants for high yield notes, which limits CCI’s and its restricted subsidiaries’ ability to: incur debt or issue certain preferred stock; pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; purchase or redeem any equity interests; make investments; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of its assets; engage in transactions with its affiliates; or enter into any sale and leaseback transactions.

Among other matters, the Senior Notes indenture provides that CCI may not pay dividends or make other “restricted payments” to the Company if its total net leverage ratio is 4.50:1.00 or greater.  This ratio is calculated differently than the comparable ratio under the Credit Agreement; among other differences, it takes into account

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on a pro forma basis synergies expected to be achieved as a result of the SureWest acquisition but not yet reflected in historical results.  At June 30, 2014, this ratio was 4.28:1.00.  If this ratio is met, dividends and other restricted payments may be made from cumulative consolidated cash flow since the date the Senior Notes were issued, less 1.75 times fixed charges, less dividends and other restricted payments made since the date the Senior Notes were issued.  Dividends may be paid and other restricted payments may also be made from a “basket” of $50.0 million, none of which has been used to date, and pursuant to other exceptions identified in the Senior Notes indenture.  Since dividends of $124.1 million have been paid since May 30, 2012, at June 30, 2014 there was $215.8 million of the $339.9 million of cumulative consolidated cash flow since May 30, 2012 available to pay dividends, exclusive of the quarterly dividend declared in April 2014 and payable on August 1, 2014.

On March 19, 2014, CCI commenced a solicitation of consents from the eligible holders of the Senior Notes in order to amend the indenture governing the Senior Notes to (i) modify CCI’s Consolidated Leverage Ratio (as defined in the indenture governing the Senior Notes) level required before CCI (subject to certain other conditions specified in the indenture) can make Restricted Payments (as defined in the indenture) otherwise available under the consolidated cash flow builder basket from 4.25:1.00 to 4.50:1.00 and (ii) modify the size of a permitted lien basket for liens securing Indebtedness (as defined in the indenture) by amending the multiplier for CCI’s Consolidated Cash Flow (as defined in the indenture) in the calculation of such permitted lien basket from 2.50 to 2.75.  On April 1, 2014, the required consent of the holders of the Senior Notes was obtained and the consent solicitation expired, and we entered into a supplemental indenture effecting the proposed amendments as provided in the consent solicitation.  The amendment to the indenture with respect to modifying the size of a permitted lien basket for liens securing Indebtedness modified such provision in the indenture so that it would be the same as the equivalent provision in our Credit Agreement.  In connection with entering into the supplemental indenture, consent fees of $2.5 million paid to the holders of the Senior Notes who validly consented to the proposed amendment were capitalized during the quarter ended June 30, 2014 as deferred debt issuance costs and amortized over the remaining term of the Senior Notes.  Solicitation fees of $0.5 million were recognized as other expense in the condensed consolidated statements of income during the quarter ended June 30, 2014.

Bridge Loan Facility

In connection with the anticipated acquisition of Enventis, the Company entered into a $140.0 million senior unsecured bridge loan facility (“Bridge Facility”) on June 29, 2014 in order to fund the anticipated acquisition including the related fees and expenses and to repay the existing indebtedness of Enventis of approximately $135.0 million.  The Bridge Facility will be available in a single borrowing on the closing date of the acquisition and bears interest at a rate of 10.875%.  No amount has been drawn or funded under the Bridge Facility as of June 30, 2014.  The Bridge Facility matures one year from the closing date of the acquisition or may be extended to June 1, 2020 if not repaid in full by the initial maturity date.  In connection with entering into the Bridge Facility, commitment fees of $1.4 million were capitalized during the quarter ended June 30, 2014 as deferred debt issuance costs and are being amortized over the expected life of the Bridge Facility of less than one year.

Capital Leases

As of June 30, 2014, we had seven capital leases which expire between 2015 and 2021.  As of June 30, 2014, the present value of the minimum remaining lease commitments was approximately $4.8 million, of which $0.7 million was due and payable within the next twelve months.  The leases require total remaining rental payments of $7.0 million as of June 30, 2014, of which $6.3 million will be paid to LATEL LLC, a related party entity.

Dividends

We paid $31.1 million and $31.0 million in dividend payments to shareholders during the six-month period ended June 30, 2014 and 2013, respectively. In April 2014, our board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on August 1, 2014 to stockholders of record at the close of business on July 15, 2014.  Our current annual dividend rate is approximately $1.55 per share.

The cash required to fund dividend payments is in addition to our other expected cash needs, which we expect to fund with cash flows from our operations.  In addition, we expect we will have sufficient availability under our revolving credit facility to fund dividend payments in addition to any expected fluctuations in working capital and other cash needs, although we do not intend to borrow under this facility to pay dividends.

We believe that our dividend policy will limit, but not preclude, our ability to grow.  If we continue paying dividends at the level currently anticipated under our dividend policy, we may not retain a sufficient amount of cash, and may need to seek refinancing to fund a material expansion of our business, including any significant

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acquisitions or to pursue growth opportunities requiring capital expenditures significantly beyond our current expectations.  In addition, because we expect a significant portion of cash available will be distributed to holders of common stock under our dividend policy, our ability to pursue any material expansion of our business will depend more than it otherwise would on our ability to obtain third-party financing.

Sufficiency of Cash Resources

The following table sets forth selected information regarding our financial condition.

	June 30,		December 31,
(In thousands, except for ratio)	2014		2013
Cash and cash equivalents	$	4,882	$	5,551
Working capital (deficit)	(33,042)		(29,979)
Current ratio	0.71		0.75

Our most significant uses of funds in the remainder of 2014 are expected to be for: (i) dividend payments of approximately $32.0 million; (ii) interest payments on our indebtedness of between $35.0 million and $38.0 million and principal payments on debt of $4.6 million; (iii) capital expenditures of between $47.0 million and $53.0 million and (iv) pension and other post-retirement obligations of $10.7 million.  However, in the future our ability to use cash may be limited by our other expected uses of cash, including our dividend policy, and our ability to incur additional debt will be limited by our existing and future debt agreements.  In addition, we expect to use significant funds in connection with the acquisition of Enventis, which is expected to close in the fourth quarter of 2014.  As discussed above, we obtained a commitment for the financing of the acquisition through a $140.0 million bridge loan facility in order to repay the existing indebtedness of Enventis and to fund the related fees and expenses in connection with the acquisition.

We believe that cash flows from operating activities, together with our existing cash and borrowings available under our revolving credit facility and bridge loan facility will be sufficient for at least the next twelve months to fund our current anticipated uses of cash.  After that, our ability to fund these expected uses of cash and to comply with the financial covenants under our debt agreements will depend on the results of future operations, performance and cash flow.  Our ability to fund these expected uses from the results of future operations will be subject to prevailing economic conditions and to financial, business, regulatory, legislative and other factors, many of which are beyond our control.

We may be unable to access the cash flows of our subsidiaries since certain of our subsidiaries are parties to credit or other borrowing agreements, or subject to statutory or regulatory restrictions, that restrict the payment of dividends or making intercompany loans and investments, and those subsidiaries are likely to continue to be subject to such restrictions and prohibitions for the foreseeable future.  In addition, future agreements that our subsidiaries may enter into governing the terms of indebtedness may restrict our subsidiaries’ ability to pay dividends or advance cash in any other manner to us.

To the extent that our business plans or projections change or prove to be inaccurate, we may require additional financing or require financing sooner than we currently anticipate.  Sources of additional financing may include commercial bank borrowings, other strategic debt financing, sales of nonstrategic assets, vendor financing or the private or public sales of equity and debt securities.  There can be no assurance that we will be able to generate sufficient cash flows from operations in the future, that anticipated revenue growth will be realized, or that future borrowings or equity issuances will be available in amounts sufficient to provide adequate sources of cash to fund our expected uses of cash.  Failure to obtain adequate financing, if necessary, could require us to significantly reduce our operations or level of capital expenditures which could have a material adverse effect on our financial condition and the results of operations.

Surety Bonds

In the ordinary course of business, we enter into surety, performance, and similar bonds as required by certain jurisdictions in which we provide services.  As of June 30, 2014, we had approximately $2.8 million of these bonds outstanding.

Defined Benefit Pension Plans

As required, we contribute to qualified defined pension plans and non-qualified supplemental retirement plans (collectively the “Pension Plans”) and other post-retirement benefit plans, which provide retirement benefits to certain eligible employees. Contributions are intended to provide for benefits attributed to service to date. Our

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funding policy is to contribute annually an actuarially determined amount consistent with applicable federal income tax regulations.

The costs of maintaining our Pension Plans and future funding requirements are affected by several factors including the expected return on investment of the assets held by the Pension Plan, changes in the discount rate used to calculate pension expense and the amortization of unrecognized gains and losses. Returns generated on Plan assets have historically funded a significant portion of the benefits paid under the Pension Plans.  We estimate the long-term rate of return of Plan assets will be 8.0%.  The Pension Plans invest in marketable equity securities which are exposed to changes in the financial markets.  If the financial markets experience a downturn and returns fall below our estimate, we could be required to make a material contribution to the Pension Plan, which could adversely affect our cash flows from operations.

In 2014, we expect to make contributions totaling approximately $15.5 million to our pension plans and $2.5 million to our other post-retirement plans.  As of June 30, 2014, we have contributed $5.9 million and $1.4 million to our pension plans and our other post-retirement plans, respectively.  Our contribution amounts meet the minimum funding requirements as set forth in employee benefit and tax laws. See Note 9 for a more detailed discussion regarding our pension and other post-retirement plans.

Income Taxes

The timing of cash payments for income taxes, which is governed by the Internal Revenue Service and other taxing jurisdictions, will differ from the timing of recording tax expense and deferred income taxes, which are reported in accordance with GAAP. For example, tax laws in effect regarding accelerated or “bonus” depreciation for tax reporting resulted in less cash payments than the GAAP tax expense. Acceleration of tax deductions could eventually result in situations where cash payments will exceed GAAP tax expense.

Regulatory Matters

As discussed in the “Regulatory Matters” section above, an order adopted by the FCC may significantly impact the amount of support revenue we receive from USF/CAF and ICC.  The Order seeks to reform the current USF system by redirecting support from voice services to broadband services. Although the broadband cost model for this reform is still being developed, we anticipate that our revenues will be significantly impacted when it is implemented.  The initial phase of ICC reform decreased our network access revenues $0.5 million and $0.9 million during the quarter and six months ended June 30, 2014 compared to the same periods in 2013.  We anticipate network access revenues will continue to decline as a result of the Order through 2017 by as much as $1.6 million in the remainder of 2014, and $2.1 million, $1.9 million, $4.7 million in 2015, 2016, and 2017, respectively.  These reductions will continue to be offset in part by local rate increases in specific markets over the course of the reform period.

In accordance with the provisions of SB 583, as discussed above in the “Regulatory Matters” section, our annual $1.4 million Texas HCAF was eliminated, effective January 1, 2014.  In addition, the terms of the settlement agreement reached with the PUCT in August 2013 returned our HCF support funding to a per line basis as of January 2014, and will reduce our HCF draw by approximately $1.2 million annually, or approximately $4.8 million in total, over a 4 year period beginning June 1, 2014 through 2017.  However, we have the ability to fully offset this reduction with increases to residential rates where market conditions allow, which the Company filed for in April and implemented in June 2014.

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with U.S. GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Our judgments are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. For a full discussion of our accounting estimates and assumptions that we have identified as critical in the preparation of our condensed consolidated financial statements, refer to our 2013 Annual Report on Form 10-K.

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Recent Accounting Pronouncements

In June 2014, Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update No. 2014-12 (“ASU 2014-12”), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 provides guidance requiring a performance target that could be achieved after the requisite service period has ended to be treated as a performance condition affecting vesting of the award and therefore not reflected in estimating the fair value of the award at the date of grant. The amended guidance is effective for annual and interim periods beginning on or after December 15, 2015, with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements.

In May 2014, FASB issued the Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides new, globally applicable converged guidance concerning recognition and measurement of revenue. As a result, significant additional disclosures are required about nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual and interim periods beginning on or after December 15, 2016. Companies are allowed to transition using either the modified retrospective or full retrospective adoption method.  If full retrospective adoption is chosen, three years of financial information must be presented in accordance with the new standard as well as summarized financial data for five years.  We are currently evaluating the impact this update will have on our condensed consolidated financial statements.

In April 2014, FASB issued the Accounting Standards Update No. 2014-08 (“ASU 2014-08”), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 revises the definition of a discontinued operation to limit the circumstances under which a disposal or classification as held for sale qualifies for presentation as a discontinued operation. Amendments in this ASU require expanded disclosures concerning a discontinued operation and the disposal of an individually-material component of an entity not qualifying as a discontinued operation. ASU 2014-08 is effective for annual and interim periods beginning on or after December 15, 2014 and should be applied prospectively, with early adoption permitted.

Effective January 1, 2014, we adopted Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides guidance concerning the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is present. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk is primarily related to the impact of interest rate fluctuations on our debt obligations.  Market risk is the potential loss arising from adverse changes in market interest rates on our variable rate obligations.  In order to manage the volatility relating to changes in interest rates, we utilize derivative financial instruments such as interest rate swaps to maintain a mix of fixed and variable rate debt.  We do not use derivatives for trading or speculative purposes.  Our interest rate swap agreements effectively convert a portion of our floating-rate debt to a fixed-rate basis, thereby reducing the impact of interest rate changes on future cash interest payments.  We calculate the potential change in interest expense caused by changes in market interest rates by determining the effect of the hypothetical rate increase on the portion of our variable rate debt that is not subject to a variable rate floor or hedged through the interest rate swap agreements.

At June 30, 2014, the majority of our variable rate debt was subject to a 1.00% London Interbank Offered Rate (“LIBOR”) floor thereby reducing the impact of fluctuations in interest rates.  As of June 30, 2014, LIBOR was well below the 1.00% floor.  Based on our variable rate debt outstanding at June 30, 2014 that is not subject to a variable rate floor, a 1.0% change in market interest rates would not have a significant impact to annual interest expense.

As of June 30, 2014, the fair value of our interest rate swap agreements amounted to a net liability of $2.1 million.  Pretax deferred losses related to our interest rate swap agreements included in accumulated other comprehensive loss (“AOCI”) was $1.5 million at June 30, 2014.

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Item 4.  Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.  In connection with the filing of this Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design to provide reasonable assurance of achieving their objectives and operation of our disclosure controls and procedures as of June 30, 2014.  Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of June 30, 2014.

Change in internal control over financial reporting

Based upon the evaluation performed by our management, which was conducted with the participation of our Chief Executive Officer and Chief Financial Officer, there has been no change in our internal control over financial reporting during the quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the remainder of the year ending December 31, 2014, we expect the following changes to our internal controls over financial reporting to occur:

·As part of the merger with SureWest Communications (“SureWest”), the customer billing and accounts receivable systems used by SureWest are being migrated to our common systems.  The conversion of the SureWest billing and accounts receivable system is scheduled to occur in late September 2014.  For the quarter and six months ended June 30, 2014, we recorded revenue utilizing the SureWest billing system of approximately $62.2 million and $123.9 million, respectively, which represents approximately 41% of the recorded revenue for the quarter and six months ended June 30, 2014.  At June 30, 2014, the accounts receivable balance maintained by the SureWest billing system was $17.3 million or approximately 34% of our total accounts receivable balance. We expect that the overall effectiveness of our internal controls over financial reporting as they relate to the revenue and accounts receivable processes will not be significantly impacted by the completion of the SureWest billing integration effort.

·In connection with management’s annual assessment of the overall effectiveness of our internal controls over financial reporting included in our Form 10-K for the year ended December 31, 2013, management based its assessment on the framework set forth in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. On May 14, 2013, COSO issued an updated framework, referred to as the 2013 COSO framework. COSO has indicated that after December 15, 2014, it will consider the 1992 framework to have been superseded.  We have reviewed the COSO 2013 framework and will integrate the changes into the Company’s internal controls over financial reporting during 2014. We expect that management’s assessment of the overall effectiveness of our internal controls over financial reporting for the year ending December 31, 2014 will be based on the 2013 COSO framework and that the change will not be significant to our overall control structure over financial reporting.

Limitations on the effectiveness of controls

We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control systems are designed to provide reasonable assurance to the Company’s management, Board of Directors and Audit Committee regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Four putative class action lawsuits have been filed by alleged Enventis Corporation (“Enventis”) shareholders challenging the Company’s proposed merger with Enventis in which the Company, Sky Merger Sub Inc., Enventis and members of the Enventis board of directors have been named as defendants.  The shareholder actions were filed in the Fifth Judicial District, Blue Earth County, Minnesota.  The actions are called: Hoepner v. Enventis Corp. et al, filed July 15, 2014, Case No. 07-CV-14-2489, Bockley v. Finke et al, filed July 18, 2014, Case No. 07-CV-14-2551, Kaplan et al v. Enventis Corp. et al, filed July 21, 2014, Case No. 07-CV-14-2575, and Marcial v. Enventis Corp. et al., filed July 25, 2014, Case No. 07-CV-14-2628.  The actions generally allege, among other things, that each member of the Enventis board of directors breached fiduciary duties to Enventis and its shareholders by authorizing the sale of Enventis to the Company for consideration that allegedly is unfair to the Enventis shareholders and agreeing to terms that allegedly unduly restrict other bidders from making a competing offer.  The complaints also allege that the Company and Sky Merger Sub Inc. aided and abetted the breaches of fiduciary duties allegedly committed by the members of the Enventis board of directors.  The lawsuits seek, amongst other things, equitable relief, including an order to prevent the defendants from consummating the merger on the agreed-upon terms.  We believe that these claims are without merit.

On April 15, 2008, Salsgiver Inc., a Pennsylvania-based telecommunications company, and certain of its affiliates (“Salsgiver”) filed a lawsuit against us and our subsidiaries North Pittsburgh Telephone Company and North Pittsburgh Systems Inc. in the Court of Common Pleas of Allegheny County, Pennsylvania alleging that we have prevented Salsgiver from connecting their fiber optic cables to our utility poles.  Salsgiver seeks compensatory and punitive damages as the result of alleged lost projected profits, damage to its business reputation, and other costs.  Salsgiver originally claimed to have sustained losses of approximately $125 million.  We believe that these claims are without merit and that the alleged damages are completely unfounded.  Discovery concluded and Consolidated filed a motion for summary judgment on June 18, 2012 and the court heard oral arguments on August 30, 2012.  On February 12, 2013, the court, in part, granted our motion.  The court ruled that Salsgiver could not recover prejudgment interest and could not use as a basis of liability any actions prior to April 14, 2006. In September 2013, in order to avoid the distraction and uncertainty of further litigation, we reached an agreement in principle (the “Agreement”) with Salsgiver, Inc.  In accordance with the terms of the Agreement, we will pay Salsgiver approximately $0.9 million in cash and grant approximately $0.3 million in credits that may be used for make-ready charges (the “Credits”).  The Credits will be available for services performed in connection with the pole attachment applications within five years of the execution of the agreement. We had previously recorded approximately $0.4 million in 2011 in anticipation of the settlement of this case.  During the quarter ended September 30, 2013, per the terms of the agreement we recorded an additional $0.9 million, which included estimated legal fees.  The agreement is contingent on appropriate documentation and there is no assurance that the agreement will be finalized.

Two of our subsidiaries, Consolidated Communications of Pennsylvania Company LLC (“CCPA”) and Consolidated Communications Enterprise Services Inc. (“CCES”), have, at various times, received assessment notices from the Commonwealth of Pennsylvania Department of Revenue (“DOR”) increasing the amounts owed for Pennsylvania Gross Receipt Taxes, and/or have had audits performed for the tax years of 2008, 2009, and 2010.  For the calendar years for which we received both additional assessment notices and audit actions, those issues have been combined by the DOR into a single Docket for each year.  For the CCES subsidiary, the total additional tax liability calculated by the auditors for calendar years 2008, 2009, and 2010 is approximately $1.9 million.  As of March 2013, all three of these cases have been appealed, and have received continuance pending the outcome of present litigation in the Commonwealth of Pennsylvania (Verizon Pennsylvania, Inc. v. Commonwealth, Docket No. 266 F.R. 2008).  For the CCPA subsidiary, the total additional tax liability calculated by the auditors for calendar years 2008, 2009, and 2010 is approximately $2.0 million.  As of December 2013 the cases for calendar years 2009 and 2010 have been appealed, and have received continuance pending the outcome of present litigation in the Commonwealth of Pennsylvania (Verizon Pennsylvania, Inc. v. Commonwealth, Docket No. 266 F.R. 2008).  The calendar year 2008 audit result was appealed to the Board of Finance and Revenue on March 19, 2014.  We anticipate that the 2008 case will be continued pending the outcome of the Verizon litigation as well.  The Gross Receipts Tax issues in the Verizon Pennsylvania case are substantially the same as those presently facing CCPA and CCES.  In addition, there are numerous telecommunications carriers with Gross Receipts Tax matters dealing with the same issues that are in various stages of appeal before the Board of Finance and Revenue and the Commonwealth Court.  Those appeals by other similarly situated telecommunications carriers have been continued until resolution of the Verizon Pennsylvania case.  We believe that these assessments and the positions taken by the Commonwealth of Pennsylvania are without substantial merit.  We do not believe that the outcome of these claims will have a material adverse impact on our financial results or cash flows.  Additionally, in May 2014, the DOR conducted an audit of calendar years 2011, 2012 and 2013 for both CCPA and CCES.  The Company has not received any audit findings from that audit as of this time.

On January 18, 2012, we filed a petition with the U.S. Court of Appeals for the District of Columbia Circuit to review the Federal Communications Commission’s (“FCC”) Order issued November 18, 2011 that reformed intercarrier compensation and core parts of the Universal Service Fund.  We appealed five core issues in the November 18, 2011 FCC Order. This matter was heard by the U.S. Court of Appeals for the Tenth Circuit on November 19, 2013.  In May 2014, the Court ruled in favor of the FCC on all issues.

We are from time to time involved in various other legal proceedings and regulatory actions arising out of our operations.  We do not believe that any of these, individually or in the aggregate, will have a material adverse effect upon our business, operating results or financial condition.

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Item 6. Exhibits

(a) Exhibits

	2.1*	Agreement and Plan of Merger, dated as of June 29, 2014, by and among the Company, Enventis Corporation and Sky Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated June 29, 2014).
	3.1	Amended and Restated Bylaws of Consolidated Communications Holdings Inc., as amended as of June 29, 2014 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated June 29, 2014).
	4.1	Third Supplemental Indenture, dated as of April 1, 2014, among the Company, Consolidated Communications Inc., each of the subsidiaries listed on the signature page thereto, and Wells Fargo Bank, National Associations (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated April 1, 2014).
	10.1	Commitment Letter, dated as of June 29, 2014, from Morgan Stanley Senior Funding, Inc., WF Investment Holdings, LLC, Wells Fargo Securities, LLC, RBS Securities Inc. and The Royal Bank of Scotland plc and agreed to and accepted by Consolidated Communications Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 29, 2014).
	31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of the Chief Executive Officer and 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	The following financial information from Consolidated Communications Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements
*Schedules and other attachments to the Agreement and Plan of Merger, which are listed in the exhibit, are omitted. The Company agrees to furnish a supplemental copy of any schedule or other attachment to the Securities and Exchange Commission upon request.

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SIGNATURES

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

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Registrant)

August 1, 2014	By:	/s/ Robert J. Currey
		Robert J. Currey,
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
August 1, 2014	By:	/s/ Steven L. Childers
		Steven L. Childers,
		Chief Financial Officer
		(Principal Financial Officer and Chief Accounting Officer)

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