Consolidated Communications (CNSL) 10-Q 7 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information
Entity Registrant Name	Consolidated Communications Holdings, Inc.
Entity Central Index Key	1,304,421
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		50,509,148
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Net revenues	$ 201,010	$ 151,036	$ 393,588	$ 300,684
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	86,376	55,918	166,268	111,218
Selling, general and administrative expenses	43,085	32,711	85,033	65,286
Acquisition and other transaction costs	223	977	660	1,266
Depreciation and amortization	43,651	36,005	87,207	71,547
Income from operations	27,675	25,425	54,420	51,367
Other income (expense):
Interest expense, net of interest income	(20,429)	(19,728)	(41,103)	(39,559)
Loss on extinguishment of debt	(41,242)		(41,242)
Investment income	9,004	9,313	15,445	17,649
Other, net	(40)	(252)	(97)	(1,155)
Income (loss) before income taxes	(25,032)	14,758	(12,577)	28,302
Income tax expense (benefit)	(9,104)	4,871	(4,478)	9,993
Net income (loss)	(15,928)	9,887	(8,099)	18,309
Less: net income attributable to noncontrolling interest	40	80	59	178
Net income (loss) attributable to common shareholders	$ (15,968)	$ 9,807	$ (8,158)	$ 18,131
Net income per common share - basic and diluted
Net income (loss) per basic and diluted common share attributable to common shareholders (in dollars per share)	$ (0.32)	$ 0.24	$ (0.16)	$ 0.45
Dividends declared per common share (in dollars per share)	$ 0.38	$ 0.38	$ 0.77	$ 0.77

CONDENSED CONSOLIDATED STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ (15,928)	$ 9,887	$ (8,099)	$ 18,309
Pension and other post-retirement obligations:
Amortization of actuarial losses (gains) and prior service credit to earnings, net of tax	464	(136)	866	(272)
Derivative instruments designated as cash flow hedges:
Change in fair value of derivatives, net of tax	(237)		(802)
Reclassification of realized loss to earnings, net of tax	229	303	491	711
Comprehensive income (loss)	(15,472)	10,054	(7,544)	18,748
Less: comprehensive income attributable to noncontrolling interest	40	80	59	178
Total comprehensive income (loss) attributable to common shareholders	$ (15,512)	$ 9,974	$ (7,603)	$ 18,570

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 6,946	$ 6,679
Accounts receivable, net	87,096	77,536
Income tax receivable	25,195	18,940
Deferred income taxes	13,374	13,374
Prepaid expenses and other current assets	20,093	17,616
Total current assets	152,704	134,145
Property, plant and equipment, net	1,122,652	1,137,478
Investments	115,688	115,376
Goodwill	764,630	764,630
Other intangible assets	50,146	56,322
Deferred debt issuance costs, net and other assets	16,600	19,313
Total assets	2,222,420	2,227,264
Current liabilities:
Accounts payable	23,228	15,277
Advance billings and customer deposits	31,567	31,933
Dividends payable	19,566	19,510
Accrued compensation	21,615	32,581
Accrued interest	9,183	6,784
Accrued expense	39,012	39,698
Current portion of long-term debt and capital lease obligations	10,102	9,849
Current portion of derivative liability	297	443
Total current liabilities	154,570	156,075
Long-term debt and capital lease obligations	1,406,566	1,356,753
Deferred income taxes	247,031	246,665
Pension and other post-retirement obligations	113,154	122,363
Other long-term liabilities	14,967	14,579
Total liabilities	$ 1,936,288	$ 1,896,435
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 50,509,148 and 50,364,579 shares outstanding as of June 30, 2015 and December 31, 2014, respectively	$ 505	$ 504
Additional paid-in capital	311,827	357,139
Accumulated other comprehensive loss, net	(31,085)	(31,640)
Noncontrolling interest	4,885	4,826
Total shareholders' equity	286,132	330,829
Total liabilities and shareholders' equity	$ 2,222,420	$ 2,227,264

CONDENSED CONSOLIDATED BALANCE5

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	50,509,148	50,364,579

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net cash provided by operating activities	$ 95,816	$ 87,045
Cash flows from investing activities:
Purchases of property, plant and equipment, net	(65,538)	(50,446)
Proceeds from sale of assets	57	1,250
Proceeds from sale of investments	846
Net cash used in investing activities	(64,635)	(49,196)
Cash flows from financing activities:
Proceeds from bond offering	294,780
Proceeds from the issuance of long-term debt	40,000	26,000
Payment of capital lease obligations	(444)	(317)
Payment on long-term debt	(59,550)	(30,550)
Redemption of senior notes	(261,874)
Payment of financing costs	(4,468)	(2,524)
Dividends on common stock	(39,076)	(31,127)
Share repurchases for minimum tax withholding	(282)
Net cash used in financing activities	(30,914)	(38,518)
Increase (decrease) in cash and cash equivalents	267	(669)
Cash and cash equivalents at beginning of period	6,679	5,551
Cash and cash equivalents at end of period	$ 6,946	$ 4,882

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 integrated communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. We operate as both an Incumbent Local Exchange Carrier (“ILEC”) and a Competitive Local Exchange Carrier (“CLEC”), dependent upon the territory served. We provide a wide range of services and products that include local and long-distance service, high-speed broadband Internet access, video services, Voice over Internet Protocol (“VoIP”), private line services, carrier grade access services, network capacity services over our regional fiber optic networks, cloud services, data center and managed services, directory publishing and equipment sales. As of June 30, 2015, we had approximately 494 thousand voice connections, 449 thousand data connections and 122 thousand video connections. In the opinion of management, the accompanying condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss) 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 (“US 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 US 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 2014 Annual Report on Form 10-K filed with the SEC. Recent Business Developments Enventis Merger On October 16, 2014, we completed our acquisition of Enventis Corporation, a Minnesota corporation (“Enventis”), in which we acquired all the issued and outstanding shares of Enventis in exchange for shares of our common stock. The financial results for Enventis have been included in our condensed consolidated financial statements as of the acquisition date. See Note 2 for a more complete discussion of the transaction. Issuance of Additional Senior Notes On June 8, 2015, we issued an additional $300.0 million in aggregate principal amount of 6.50% Senior Notes due 2022 (the “New Notes”). The New Notes were priced at 98.26% of par and resulted in total gross proceeds of approximately $294.8 million, excluding accrued interest. The net proceeds from the issuance of the New Notes were used, in part, to redeem the remaining $227.2 million of the original aggregate principal amount of the 10.875% Senior Notes due 2020 (the “2020 Notes”), to pay related fees and expenses and to reduce the amount outstanding on our revolving credit facility. In connection with the redemption of the 2020 Notes, we paid $261.9 million and recognized a loss on the extinguishment of debt of $41.2 million during the quarter and six months ended June 30, 2015. See Note 6 for a more complete discussion of the transaction. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that liability, consistent with debt discounts. Amendments in this update are effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. We expect, upon adoption of this guidance, that the current financial statement classification of debt issuance costs will change from assets to liabilities on our condensed consolidated balance sheet. In August 2014, FASB issued the Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate for each annual and interim reporting period whether conditions or events give rise to substantial doubt that an entity has the ability to continue as a going concern within one year following issuance of the financial statements and requires specific disclosures regarding the conditions or events leading to substantial doubt. The new guidance is effective for annual and interim periods ending after December 15, 2016, with early adoption permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position or results of operations. 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, 2017. 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. We are currently evaluating the alternative methods of adoption and the effect on our condensed consolidated financial statements and related disclosures.

ACQUISITION

ACQUISITION	6 Months Ended
	Jun. 30, 2015
ACQUISITION
ACQUISITION	2. ACQUISITION On October 16, 2014, we completed our merger with Enventis and acquired all the issued and outstanding shares of Enventis in exchange for shares of our common stock. As a result, Enventis became a wholly-owned subsidiary of the Company. Enventis is an advanced communications provider, which services business and residential customers primarily in the upper Midwest. The Enventis fiber network spans more than 4,200 route miles across Minnesota and into Iowa, North Dakota, South Dakota and Wisconsin. The acquisition reflects our strategy to diversify revenue and cash flows amongst multiple products and to expand our network to new markets. At the effective time of the merger, each share of common stock, no par value, of Enventis owned immediately prior to the effective time of the merger converted into and became the right to receive 0.7402 shares of common stock, par value of $0.01 per share, plus cash in lieu of fractional shares, as set forth in the merger agreement. Based on the closing price of our common stock of $25.40 per share on the date preceding the merger, the total value of the purchase consideration exchanged was $257.7 million, excluding the repayment of Enventis’ outstanding debt of $149.9 million. On the date of the merger, we issued an aggregate total of 10.1 million shares of our common stock to the former Enventis shareholders. The results of operations of Enventis have been reported in our condensed consolidated financial statements as of the effective date of the acquisition. The acquisition was accounted for in accordance with the acquisition method of accounting for business combinations. The tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition based on a preliminary valuation, which is subject to change within the measurement period as additional information is obtained. Upon completion of the final fair value assessment, the fair values of the net assets acquired may differ from the preliminary assessment. We are in the process of finalizing the valuation of the net assets acquired, most notably, the valuation of property, plant and equipment and deferred income taxes. We expect to finalize these valuations during the quarter ending September 30, 2015. Any changes to the initial estimates of the fair value of the assets acquired and liabilities assumed will be recorded to those assets and liabilities and residual amounts will be allocated to goodwill. The preliminary estimated fair value of the tangible and intangible assets acquired and liabilities assumed are as follows: (In thousands) Cash and cash equivalents $ Accounts receivable Other current assets Property, plant and equipment Intangible assets Other long-term assets Total assets acquired Current liabilities Pension and other post-retirement obligations Deferred income taxes Other long-term liabilities Total liabilities assumed Net fair value of assets acquired Goodwill Total consideration transferred $ Goodwill recognized from the acquisition primarily relates to the expected contributions of the entity to the overall corporate strategy in addition to synergies and acquired workforce. Goodwill is not deductible for income tax purposes. The preliminary identifiable intangible assets acquired include customer relationships of $19.6 million, tradenames of $1.4 million and non-compete agreements of $5.6 million. The identifiable intangible assets are amortized using the straight-line method over their estimated useful lives, which is five to nine years for customer relationships, depending on the nature of the customer, five years for non-compete agreements and two years for tradenames. During the six months ended June 30, 2015, we made certain adjustments to the fair value of the assets acquired and liabilities assumed which resulted in an increase in property, plant and equipment of $2.1 million, intangible assets of $6.0 million, pension and other post-retirement obligations of $6.3 million and deferred income taxes of $0.6 million. The net impact of the adjustments increased net assets acquired and reduced goodwill by $1.2 million. These adjustments have been retrospectively applied on the balance sheet as of the acquisition date. There was no material impact to amounts previously reported in the statement of operations as a result of these adjustments. During the quarter ended June 30, 2015, no adjustments were recorded to the preliminary valuation of the net assets acquired. In connection with the opening balance sheet adjustment for the pension and other post-retirement obligations discussed above, we determined certain changes to the plan should be recognized as a post-acquisition event. As a result, the valuation of the post-retirement obligation was revised to appropriately reflect the changes in the plan provisions as a result of the acquisition. These changes resulted in a decrease to the pension and other post-retirement obligations liability of $6.3 million, an increase in deferred taxes of $2.4 million and a decrease in accumulated other comprehensive loss of $3.9 million, which have been reflected in the condensed consolidated balance sheet at December 31, 2014. The impact of the change to the results of operations was not material. Unaudited Pro Forma Results The following unaudited pro forma information presents our results of operations as if the acquisition of Enventis occurred on January 1, 2013. The adjustments to arrive at the pro forma information below included: additional depreciation and amortization expense for the fair value increases to property, plant and equipment and intangible assets acquired; an increase in interest expense to reflect the additional debt entered into to finance a portion of the acquisition; and the exclusion of certain acquisition related costs. Shares used to calculate the basic and diluted earnings per share were adjusted to reflect the additional shares of common stock issued to fund a portion of the acquisition price. Quarter Ended Six Months Ended (Unaudited; in thousands, except per share amounts) June 30, 2014 June 30, 2014 Operating revenues $ $ Income from operations $ $ Net income $ $ Less: net income attributable to noncontrolling interest Net income attributable to common shareholders $ $ Net income per common share - basic and diluted $ $ The pro forma information does not purport to present the actual results that would have resulted if the acquisition had in fact occurred at the beginning of the fiscal periods presented, nor does the information project results for any future period. The pro forma information does not include the impact of any future cost savings or synergies that may be achieved as a result of the acquisition.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2015
EARNINGS PER SHARE
EARNINGS PER SHARE	3. EARNINGS PER SHARE Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which is an earnings allocation that determines EPS for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. The Company’s restricted stock awards are considered participating securities because holders are entitled to receive non-forfeitable dividends during the vesting term. Diluted EPS includes securities that could potentially dilute basic EPS during a reporting period. Dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive. The potentially dilutive impact of the Company’s restricted stock awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation. The computation of basic and diluted EPS attributable to common shareholders computed using the two-class method is as follows: Quarter Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Net income (loss) $ $ $ $ Less: net income attributable to noncontrolling interest Income (loss) attributable to common shareholders before allocation of earnings to participating securities Less: earnings allocated to participating securities - - Net income (loss) attributable to common shareholders $ $ $ $ Weighted-average number of common shares outstanding Net income (loss) per common share attributable to common shareholders - basic and diluted $ $ $ $ Diluted earnings per common share attributable to common shareholders for the quarter and six months ended June 30, 2015 both exclude 0.3 million potential common shares that could be issued under our share-based compensation plan because the inclusion of the potential common shares would have an antidilutive effect. For the quarter and six months ended June 30, 2014, diluted earnings per common share attributable to common shareholders excluded 0.4 million and 0.3 million potential common shares, respectively.

INVESTMENTS

INVESTMENTS	6 Months Ended
	Jun. 30, 2015
INVESTMENTS
INVESTMENTS	4. INVESTMENTS Our investments are as follows: June 30, December 31, (In thousands) 2015 2014 Cash surrender value of life insurance policies $ $ Cost method investments: GTE Mobilnet of South Texas Limited Partnership (2.34% interest) Pittsburgh SMSA Limited Partnership (3.60% interest) CoBank, ACB Stock Other Equity method investments: GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest) Pennsylvania RSA 6(I) Limited Partnership (16.67% interest) Pennsylvania RSA 6(II) Limited Partnership (23.67% interest) CVIN, LLC - Totals $ $ 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 the fair value of these investments. We did not evaluate any of the investments for impairment during the quarters or six months ended June 30, 2015 or 2014 as no factors indicating impairment existed. For the quarters ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $3.0 million and $3.8 million, respectively. For the six months ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $4.9 million and $7.3 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”), 16.67% 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 quarters ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $4.1 million and $4.9 million, respectively. For the six months ended June 30, 2015 and 2014, we received cash distributions from these partnerships totaling $9.3 million and $10.5 million, respectively. During the quarter ended June 30, 2015, we sold our 6.96% 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. As a result of the sale, we recognized an other-than-temporary impairment loss of $0.8 million during the six months ended June 30, 2015 to reduce the investment to its estimated fair value. The impairment charge is included in investment income within other income (expense) in the condensed consolidated statements of operations. We did not receive any distributions from this partnership during the quarters or six months ended June 30, 2015 and 2014. 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) 2015 2014 2015 2014 Total revenues $ $ $ $ Income from operations Net income before taxes Net income June 30, December 31, (In thousands) 2015 2014 Current assets $ $ Non-current assets Current liabilities Non-current liabilities Partnership equity

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2015
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	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, 2015 and December 31, 2014 were as follows: As of June 30, 2015 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 $ $ – $ $ – Long-term interest rate swap liabilities – – Total $ $ – $ $ – As of December 31, 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 $ $ – $ $ – Long-term interest rate swap liabilities – – Total $ $ – $ $ – 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, 2015 and December 31, 2014. As of June 30, 2015 As of December 31, 2014 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Investments, equity basis $ n/a $ n/a Investments, at cost $ n/a $ n/a Long-term debt $ $ $ $ Cost & Equity Method Investments Our investments at June 30, 2015 and December 31, 2014 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. It is impracticable to determine fair value of these investments. Long-term Debt The fair value of our senior notes was based on quoted market prices and the fair value of borrowings under our credit facility was determined using current market rates for similar types of borrowing arrangements. We have categorized the long-term debt as Level 2 within the fair value hierarchy.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2015
LONG-TERM DEBT
LONG-TERM DEBT	6. LONG-TERM DEBT Long-term debt, presented net of unamortized discounts, consisted of the following: June 30, December 31, (In thousands) 2015 2014 Senior secured credit facility: Term Loan 4, net of discount of $3,646 and $3,948 at June 30, 2015 and December 31, 2014, respectively $ $ Revolving loan 10.875% Senior notes due 2020, net of discount of $1,121 at December 31, 2014 - 6.50% Senior notes due 2022, net of discount of $5,174 at June 30, 2015 Capital leases Less: current portion of long-term debt and capital leases Total 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 Credit Agreement also includes an incremental term loan facility which provides the ability to request 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. 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 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, 2015, the borrowing margin for the next three month period ending September 30, 2015 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, 2015 and December 31, 2014, borrowings of $24.0 million and $39.0 million were outstanding under the revolving credit facility, respectively. A stand-by letter of credit of $1.6 million, issued primarily in connection with the Company’s insurance coverage, was outstanding under our revolving credit facility as of June 30, 2015. The stand-by letter of credit is renewable annually and reduces the borrowing availability under the revolving credit facility. At June 30, 2015, $49.4 million was available for borrowing under the revolving credit facility. The weighted-average interest rate on outstanding borrowings under our credit facility was 4.14% and 4.20% at June 30, 2015 and December 31, 2014, respectively. 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, 2015, 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, 2015, and including the $19.6 million dividend declared in May 2015 and paid on August 1, 2015, we had $214.5 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, 2015, our total net leverage ratio under the Credit Agreement was 4.39:1.00, and our interest coverage ratio was 3.82:1.00. Senior Notes 6.50% Senior Notes due 2022 On June 8, 2015, we completed an offering of $300.0 million in aggregate principal amount of 6.50% Senior Notes due 2022. The New Notes were priced at 98.26% of par with a yield to maturity of 6.80% and resulted in total gross proceeds of approximately $294.8 million, excluding accrued interest. The discount and deferred debt issuance costs of $4.5 million incurred in connection with the issuance of the New Notes are being amortized using the effective interest method over the term of the notes. The net proceeds from the issuance of the New Notes were used, in part, to redeem the remaining $227.2 million of our original $300.0 million aggregate principal amount of 10.875% Senior Notes due 2020, to pay related fees and expenses and to reduce the amount outstanding on the revolving credit facility. In connection with the redemption of the 2020 Notes, we paid $261.9 million and recognized a loss on the extinguishment of debt of $41.2 million during the quarter and six months ended June 30, 2015. The New Notes were issued as additional notes under the same indenture pursuant to the $200.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “Existing Notes” and together with the New Notes, the “2022 Notes”) that we previously issued on September 18, 2014. The Existing Notes were priced at par, which resulted in total gross proceeds of $200.0 million. The net proceeds from the issuance of the Existing Notes were used to finance the acquisition of Enventis, including related fees and expenses, and to repay the existing indebtedness of Enventis. A portion of the net proceeds, together with cash on hand and borrowings from the revolving credit facility, were also used to repurchase $72.8 million of the original aggregate principal amount of the 2020 Notes during the fourth quarter of 2014. The 2022 Notes mature on October 1, 2022 and interest is payable semi-annually on April 1 and October 1 of each year. Consolidated Communications, Inc. (“CCI”) is the primary obligor under the 2022 Notes, and we and certain of our wholly-owned subsidiaries have fully and unconditionally guaranteed the 2022 Notes. The 2022 Notes are senior unsecured obligations of the Company. The 2022 Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. By the end of 2015, we expect to conduct an exchange offer to issue registered notes under the Securities Act in exchange for the 2022 Notes pursuant to the registration rights agreement. The terms of the registered notes are expected to be substantially identical to the 2022 Notes and the exchange offer will not impact the aggregate principal amount of the 2022 Notes outstanding. Senior Notes Covenant Compliance Subject to certain exceptions and qualifications, the indenture governing the 2022 Notes contains customary covenants that, among other things, limits CCI’s and its restricted subsidiaries’ ability to: incur additional 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. The indenture also contains customary events of default. Among other matters, the 2022 Notes indenture provides that CCI may not pay dividends or make other “restricted payments” (as defined in the indenture) if its total net leverage ratio is 4.75:1.00 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 certain acquisitions but not yet reflected in historical results. At June 30, 2015, this ratio was 4.33:1.00. If this ratio is met, dividends and other restricted payments may be made from cumulative consolidated cash flow since April 1, 2012, less 1.75 times fixed charges, less dividends and other restricted payments made since May 30, 2012. 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 indenture. Since dividends of $214.0 million have been paid since May 30, 2012, including the quarterly dividend declared in May 2015 and paid on August 1, 2015, there was $294.4 million of the $508.4 million of cumulative consolidated cash flow since May 30, 2012 available to pay dividends at June 30, 2015. As of June 30, 2015, the Company was in compliance with all terms, conditions and covenants under the indenture governing the 2022 Notes. Capital Leases We lease certain facilities and equipment under various capital leases which expire between 2015 and 2021. As of June 30, 2015, the present value of the minimum remaining lease commitments was approximately $5.1 million, of which $1.0 million was due and payable within the next twelve months. The leases require total remaining rental payments of $6.9 million as of June 30, 2015, of which $4.7 million will be paid to LATEL LLC, a related party entity.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2015
DERIVATIVE FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS	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 sheets. 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 statements of cash flows. The following interest rate swaps were outstanding at June 30, 2015: (In thousands) Notional Amount 2015 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ Other long-term liabilities $ De-designated Hedges: Fixed to 1-month floating LIBOR $ Current portion of derivative liability Fixed to 1-month floating LIBOR (with floor) Other long-term liabilities Total Fair Values $ The following interest rate swaps were outstanding at December 31, 2014: (In thousands) Notional Amount 2014 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ Other long-term liabilities $ De-designated Hedges: Fixed to 1-month floating LIBOR $ Other long-term liabilities Fixed to 1-month floating LIBOR Current portion of derivative liability Fixed to 1-month floating LIBOR (with floor) Other long-term liabilities Total Fair Values $ The counterparties to our various swaps are highly rated financial institutions. 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 2013, interest rate swaps previously designated as cash flow hedges were de-designated as a result of amendments to our credit agreement. 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 being 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 each of the quarters and six-month periods ended June 30, 2015 and 2014, a gain of $0.3 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. At June 30, 2015 and December 31, 2014, the pre-tax deferred losses related to our interest rate swap agreements included in AOCI were $1.2 million and $0.8 million, respectively. The estimated amount of losses included in AOCI as of June 30, 2015 that will be recognized in earnings in the next twelve months is approximately $1.0 million. Information regarding our cash flow hedge transactions is as follows: Quarter Ended Six Months Ended June 30, June 30, (In thousands) 2015 2014 2015 2014 Loss recognized in AOCI, pretax $ $ - $ $ - Deferred losses reclassed from AOCI to interest expense $ $ $ $

EQUITY

EQUITY	6 Months Ended
	Jun. 30, 2015
EQUITY
EQUITY	8. EQUITY Share-Based Compensation On May 4, 2015, the shareholders approved an additional 1,000,000 shares of our common stock authorized for issuance under the Amended and Restated Consolidated Communications Holdings, Inc. 2005 Long-term Incentive Plan (the “Plan”). Under the Plan, 2,650,000 shares of our common stock are authorized for issuance, provided that no more than 300,000 shares may be granted in the form of stock options or stock appreciation rights to any eligible employee or director in any calendar year. The following table summarizes total compensation costs recognized for share-based payments during the quarters and six-month periods ended June 30, 2015 and 2014: Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Restricted stock $ $ $ $ Performance shares Total $ $ $ $ Share-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of June 30, 2015, total unrecognized compensation costs related to nonvested Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”) was $5.1 million and will be recognized over a weighted-average period of approximately 1.3 years. The following table summarizes the RSA and PSA activity for the six-month period ended June 30, 2015: RSAs PSAs Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Non-vested shares outstanding - January 1, 2015 $ $ Shares granted $ $ Shares vested $ $ Non-vested shares outstanding - June 30, 2015 Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the six-month period ended June 30, 2015: Pension and Other Post-Retirement Derivative (In thousands) Obligations Instruments Total Balance at December 31, 2014 $ $ $ Other comprehensive income before reclassifications - Amounts reclassified from accumulated other comprehensive income Net current period other comprehensive income (loss) Balance at June 30, 2015 $ $ $ The following table summarizes reclassifications from accumulated other comprehensive loss for the quarters and six-month periods ended June 30, 2015 and 2014: Quarter Ended June 30, Six Months Ended June 30, Affected Line Item in the (In thousands) 2015 2014 2015 2014 Statement of Income Amortization of pension and post-retirement items: Prior service credit $ $ $ $ (a) Actuarial gain (loss) (a) Total before tax Tax benefit (expense) $ $ $ $ Net of tax Loss on cash flow hedges: Interest rate derivatives $ $ $ $ Interest expense Tax benefit $ $ $ $ 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 further discussion regarding our pension and post-retirement benefit plans.

PENSION PLAN AND OTHER POST-RET

PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS	6 Months Ended
	Jun. 30, 2015
PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS
PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS	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. As of May 2013, the Retirement Plan was closed to all new entrants and all employees under collective bargaining agreements that provide for defined benefit plan coverage accrue benefits under a cash balance formula. We also have two non-qualified supplemental retirement plans (“Supplemental Plans”). 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. The Supplemental Plans have previously been frozen so that no person is eligible to become a new participant. 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. 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, 2015 and 2014: Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets Net amortization loss Prior service credit amortization Net periodic pension benefit $ $ $ $ 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 acquired companies. Depending on the plan, benefits are payable in monthly or annual installments for a period of time based on the terms of the agreement, which range from five years 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. Payments related to the deferred compensation agreements totaled approximately $0.1 million for each of the quarters ended June 30, 2015 and 2014 and $0.2 million for the six-month periods ended June 30, 2015 and 2014. The net present value of the remaining obligations was approximately $2.2 million and $2.4 million at June 30, 2015 and December 31, 2014, respectively, and is included in pension and other post-retirement benefit obligations in the accompanying condensed consolidated balance sheets. We also maintain 28 life insurance policies on certain of the participating former directors and employees. 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 $2.2 million at June 30, 2015 and $2.0 million at December 31, 2014. 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. We did not recognize any life insurance proceeds during the quarter or six-month period ended June 30, 2015. 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. Post-retirement Benefit Obligations We sponsor various healthcare and life insurance plans (“Post-retirement Plans”) that provide post-retirement medical and life insurance benefits to certain groups of retired employees. Certain plans have previously been frozen so that no person is eligible to become a new participant. 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. A majority of the healthcare plans are unfunded and have no assets, and benefits are paid from the general operating funds of the Company. However, a plan acquired in the purchase of another company has assets from employer contributions for retiree medical benefits that are separately designated within the Retirement Plan for the sole purpose of providing payments of retiree medical benefits for this specific plan. The assets used to provide payment of these retiree medical benefits are those of the Retirement Plan. In connection with the acquisition of Enventis, we have included its post-retirement benefit plan as of the date of acquisition. The following table summarizes the components of the net periodic cost for our post-retirement benefit plans for the quarters and six-month periods ended June 30, 2015 and 2014: Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets Net amortization (gain) loss Net prior service cost (credit) amortization Net periodic postretirement benefit cost $ $ $ $ Contributions We expect to contribute approximately $12.3 million to our pension plans and $3.8 million to our other post-retirement plans in 2015. As of June 30, 2015, we have contributed $5.2 million and $1.2 million of the annual contribution to the pension plans and other post-retirement plans, respectively.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2015
INCOME TAXES
INCOME TAXES	10. INCOME TAXES There have been no changes to our unrecognized tax benefits as reported at December 31, 2014. As of June 30, 2015 and December 31, 2014, the amount of unrecognized tax benefits was $0.2 million. The net amount of unrecognized benefits that, if recognized, would result in an impact to the effective tax rate is $0.2 million. We do not expect any material changes in our unrecognized tax benefits during the remainder of 2015. 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, 2015, we did not have a material liability for interest or penalties and had no material interest or penalty expense. The only period subject to examination for our federal return is 2013. The periods subject to examination for our state returns are years 2010 through 2013. We recently completed the examinations for our 2010 through 2012 federal returns and there was no material effect on our results of operations or cash flows. We are not currently under examination by federal or state taxing authorities. Our effective tax rate was 36.4% and 33.0% for the quarters ended June 30, 2015 and 2014, respectively, and 35.6% and 35.3% for the six-month periods ended June 30, 2015 and 2014, respectively. For the quarter and six-month periods ended June 30, 2015, the effective tax rate differed from the federal and state statutory rates primarily due to non-deductible expenses, state taxable income differences and state tax credits. 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 net operating loss 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. 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 condensed consolidated results of operations, cash flows or financial position.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Litigation, Regulatory Proceedings and Other Contingencies Five putative class action lawsuits were filed by alleged Enventis shareholders that challenged the Company’s merger with Enventis in which the Company, Sky Merger Sub Inc., Enventis and members of the Enventis board of directors were named as defendants. The shareholder actions were filed in the Fifth Judicial District, Blue Earth County, Minnesota. The actions generally alleged, 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 was unfair to the Enventis shareholders, agreeing to terms that allegedly unduly restricted other bidders from making a competing offer, as well as allegations regarding disclosure deficiencies in the joint proxy statement/prospectus. The complaints also alleged 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 sought, amongst other things, equitable relief, including an order to prevent the defendants from consummating the merger on the agreed-upon terms. The Enventis board of directors appointed a Special Litigation Committee to address the claims. We believed that these claims were without merit. On September 19, 2014, the District Court entered an order consolidating the five lawsuits as In Re: Enventis Corporation Shareholder Litigation, Case No. 07-CV-14-2489. On September 23, 2014, the District Court entered an order that denied the plaintiffs’ request for expedited proceedings and stayed all proceedings “pending the completion of the Special Litigation Committee and the issuance of its decision.” On February 2, 2015, the Special Litigation Committee issued a report stating that the claims lacked merit and should not proceed. On March 4, 2015, the members of the Enventis board of directors filed a motion to dismiss all of the claims with prejudice. On March 11, 2015, the Company, Sky Merger Sub Inc. and Enventis filed their motion to dismiss the matter with prejudice. A hearing on the motions to dismiss was scheduled for May 8, 2015. However, on April 29, 2015, all parties entered into an agreed stipulation to dismiss all claims with prejudice. On May 4, 2015, the court entered an order granting the parties’ stipulation to dismiss all claims, and on May 6, 2015, the court entered the judgment of dismissal dismissing all claims with prejudice and without costs to any party. In 2014, Sprint Corporation, Level 3 Communications, Inc. and Verizon Communications Inc. filed lawsuits against us and many others in the industry regarding the proper charges to be applied between interexchange and local exchange carriers for certain calls between mobile and wireline devices that are routed through an interexchange carrier. The plaintiffs are refusing to pay these access charges in all states and are seeking refunds of past charges paid. The disputed amounts total $1.8 million, and cover the periods extending from 2006. CenturyLink, Inc. has filed to bring all related suits to the U.S. District Court’s Judicial Panel on multi district litigation. This panel is granted authority to transfer to a single court the pretrial proceedings for civil cases involving common questions of fact. The U.S. District Court in Dallas, Texas is expected to hear the case no later than September 2015. We have interconnection agreements in place with all wireless carriers and the applicable traffic is being billed at current access rates, therefore we do not expect any potential settlement or judgment to have an adverse material impact on our financial results or cash flows. 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 had prevented Salsgiver from connecting their fiber optic cables to our utility poles. Salsgiver sought 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 $125.0 million. We believe that these claims are without merit and that the alleged damages are completely unfounded. We had recorded approximately $0.4 million in 2011 in anticipation of the settlement of this case. During the quarter ended September 30, 2013, we recorded an additional $0.9 million, which included estimated legal fees. A jury trial concluded on May 14, 2015 with the jury ruling in our favor. Salsgiver subsequently filed a post-trial motion asking the judge to overturn the jury verdict. That motion was denied. On June 17, 2015, Salsgiver filed an appeal in the Pennsylvania Superior Court. A briefing schedule has not been set. We believe that, despite the appeal, the $1.3 million currently accrued represents management’s best estimate of the potential loss if the verdict is overturned in Salsgiver’s favor. 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 through 2013. In addition, a re-audit was performed on CCPA for the 2010 calendar year. 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 the tax years 2008 through 2013 is approximately $4.2 million. Audits for calendar years 2008 through 2010 have been filed for appeal and have received continuances pending the outcome of the present litigation in the Commonwealth of Pennsylvania (Verizon Pennsylvania, Inc. v. Commonwealth, Docket No. 266 F.R. 2008). The preliminary audit findings for the calendar years 2011 through 2013 were received on September 16, 2014. We are awaiting invoices for each of these years, at which time we will prepare to file an appeal with the DOR. For the CCPA subsidiary, the total additional tax liability calculated by the auditors for calendar years 2008 through 2013 (using the re-audited 2010 number) is approximately $7.3 million. Appeals of cases for calendar years 2008, 2009 and the original 2010 audit have been filed 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 preliminary audit findings for the calendar years 2011 through 2013, as well as the re-audit of 2010, were received on September 16, 2014. We are awaiting invoices for each of these years, at which time we will prepare to file an appeal with the DOR. We anticipate that the outstanding audits and subsequent appeals will be continued pending the outcome of the Verizon litigation. 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. 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.

CONDENSED CONSOLIDATING FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION	6 Months Ended
	Jun. 30, 2015
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	12 . CONDENSED CONSOLIDATING FINANCIAL INFORMATION Consolidated Communications, Inc. is the primary obligor under the unsecured 2022 Notes. We and substantially all of our subsidiaries, excluding Illinois Consolidated Telephone Company, have jointly and severally guaranteed the 2022 Notes. All of the subsidiary guarantors are 100% direct or indirect wholly owned subsidiaries of the parent, 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, 2015 and December 31, 2014, and condensed consolidating statements of operations and cash flows for the quarters and six-month periods ended June 30, 2015 and 2014 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 2022 Notes. Condensed Consolidating Balance Sheets (In thousands) June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ - $ $ $ $ - $ Accounts receivable, net - - Income taxes receivable - - - Deferred income taxes - Prepaid expenses and other current assets - - - Total current assets Property, plant and equipment, net - - - Intangibles and other assets: Investments - - - Investments in subsidiaries - - Goodwill - - - Other intangible assets - - - Deferred debt issuance costs, net and other assets - - - Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ - $ - $ $ - $ - $ Advance billings and customer deposits - - - Dividends payable - - - - Accrued compensation - - - Accrued interest - - Accrued expense - Income tax payable - - Current portion of long term debt and capital lease obligations - - Current portion of derivative liability - - - - Total current liabilities Long-term debt and capital lease obligations - - Advances due to/from affiliates, net - - Deferred income taxes Pension and postretirement benefit obligations - - - Other long-term liabilities - - Total liabilities Shareholders’ equity: Common Stock - Other shareholders’ equity Total Consolidated Communications Holdings, Inc. shareholders’ equity Noncontrolling interest - - - - Total shareholders’ equity Total liabilities and shareholders’ equity $ $ $ $ $ $ Condensed Consolidating Balance Sheet (In thousands) December 31, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ - $ $ $ $ - $ Accounts receivable, net - - - Income taxes receivable - - Deferred income taxes - Prepaid expenses and other current assets - - - Total current assets - Property, plant and equipment, net - - - Intangibles and other assets: Investments - - - Investments in subsidiaries - - Goodwill - - - Other intangible assets - - - Deferred debt issuance costs, net and other assets - - - Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ - $ - $ $ - $ - $ Advance billings and customer deposits - - - Dividends payable - - - - Accrued compensation - - - Accrued interest - - Accrued expense - - Current portion of long term debt and capital lease obligations - - Current portion of derivative liability - - - - Total current liabilities - Long-term debt and capital lease obligations - - Advances due to/from affiliates, net - - Deferred income taxes - Pension and postretirement benefit obligations - - - Other long-term liabilities - - Total liabilities - Shareholders’ equity: Common Stock - Other shareholders’ equity Total Consolidated Communications Holdings, Inc. shareholders’ equity Noncontrolling interest - - - - Total shareholders’ equity Total liabilities and shareholders’ equity $ $ $ $ $ $ Condensed Consolidating Statements of Operations (In thousands) Quarter Ended June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - - Depreciation and amortization - - - Operating income (loss) ) ) Other income (expense): Interest expense, net of interest income - ) - ) Intercompany interest income (expense) ) ) - - Loss on extinguishment of debt - ) - - - ) Investment income - - - - Equity in earnings of subsidiaries, net - ) - Other, net - ) - ) Income (loss) before income taxes ) ) ) Income tax expense (benefit) ) ) - ) Net income (loss) ) ) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ ) $ $ $ $ ) $ ) Total comprehensive income (loss) attributable to common shareholders $ ) $ $ $ $ ) $ ) Quarter Ended June 30, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - Depreciation and amortization - - - Operating income (loss) ) ) - Other income (expense): Interest expense, net of interest income ) ) ) - ) Intercompany interest income (expense) ) ) - - Investment income - ) - - Equity in earnings of subsidiaries, net - ) - Other, net - ) ) - ) Income (loss) before income taxes ) ) Income tax expense (benefit) ) - Net income (loss) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ $ $ $ $ ) $ Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ ) $ Condensed Consolidating Statements of Operations (In thousands) Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - - Depreciation and amortization - - - Operating income (loss) ) ) Other income (expense): Interest expense, net of interest income ) ) - ) Intercompany interest income (expense) ) ) - - Loss on extinguishment of debt - ) - - - ) Investment income - - - Equity in earnings of subsidiaries, net - ) - Other, net - ) ) - ) Income (loss) before income taxes ) ) ) Income tax expense (benefit) ) - ) Net income (loss) ) ) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ ) $ $ $ $ ) $ ) Total comprehensive income (loss) attributable to common shareholders $ ) $ $ $ $ ) $ ) Six Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - Depreciation and amortization - - - Operating income (loss) ) ) - Other income (expense): Interest expense, net of interest income ) ) ) - ) Intercompany interest income (expense) ) ) - - Investment income - ) - - Equity in earnings of subsidiaries, net - ) - Other, net - ) ) ) - ) Income (loss) before income taxes ) ) Income tax expense (benefit) ) - Net income (loss) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ $ $ $ $ ) $ Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ ) $ Condensed Consolidating Statements of Cash Flows (In thousands) Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ ) $ $ $ $ Cash flows from investing activities: Purchases of property, plant and equipment - - ) ) ) Proceeds from sale of assets - - Proceeds from sale of investments - - - Net cash used in investing activities - - ) ) ) Cash flows from financing activities: Proceeds from bond offering - - - Proceeds from issuance of long-term debt - - - Payment of capital lease obligation - - ) ) ) Payment on long-term debt - ) - - ) Redemption of senior notes - ) - - ) Payment of financing costs - ) - - ) Dividends on common stock ) - - - ) Share repurchases for minimum tax withholding ) - - - ) Transactions with affiliates, net ) ) ) - Net cash provided by (used in) financing activities ) ) ) ) Increase (decrease) in cash and cash equivalents - ) Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period $ - $ $ $ $ Six Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ ) $ $ $ $ Cash flows from investing activities: Purchases of property, plant and equipment - - ) ) ) Proceeds from sale of assets - - Net cash used in investing activities - - ) ) ) Cash flows from financing activities: Proceeds from issuance of long-term debt - - - Payment of capital lease obligation - - ) ) ) Payment on long-term debt - ) - - ) Payment of financing costs - ) - - ) Dividends on common stock ) - - - ) Transactions with affiliates, net ) ) ) - Net cash provided by (used in) financing activities ) ) ) ) Increase (decrease) in cash and cash equivalents - ) ) ) Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period $ - $ $ $ $

SUBSEQUENT EVENT

SUBSEQUENT EVENT	6 Months Ended
	Jun. 30, 2015
SUBSEQUENT EVENT
SUBSEQUENT EVENT	13 . SUBSEQUENT EVENT In July 2015, the Company offered an early retirement package to 90 employees, primarily in non-customer facing work groups or work groups where the Company believed that the potential retiree’s workload could be absorbed internally as part of the Company’s continued integration efforts, who (i) were 55 years of age or older and (ii) have provided 15 or more years of service. The early retirement package was accepted by 57 employees. The Company will incur one-time severance costs of approximately $6.7 million in August 2015, and expects approximately $4.8 million in estimated annual savings.

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Basis of Accounting	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 integrated communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. We operate as both an Incumbent Local Exchange Carrier (“ILEC”) and a Competitive Local Exchange Carrier (“CLEC”), dependent upon the territory served. We provide a wide range of services and products that include local and long-distance service, high-speed broadband Internet access, video services, Voice over Internet Protocol (“VoIP”), private line services, carrier grade access services, network capacity services over our regional fiber optic networks, cloud services, data center and managed services, directory publishing and equipment sales. As of June 30, 2015, we had approximately 494 thousand voice connections, 449 thousand data connections and 122 thousand video connections. In the opinion of management, the accompanying condensed consolidated balance sheets and related condensed consolidated statements of operations, comprehensive income (loss) 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 (“US 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 US 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 2014 Annual Report on Form 10-K filed with the SEC.
Recent Business Developments	Recent Business Developments Enventis Merger On October 16, 2014, we completed our acquisition of Enventis Corporation, a Minnesota corporation (“Enventis”), in which we acquired all the issued and outstanding shares of Enventis in exchange for shares of our common stock. The financial results for Enventis have been included in our condensed consolidated financial statements as of the acquisition date. See Note 2 for a more complete discussion of the transaction. Issuance of Additional Senior Notes On June 8, 2015, we issued an additional $300.0 million in aggregate principal amount of 6.50% Senior Notes due 2022 (the “New Notes”). The New Notes were priced at 98.26% of par and resulted in total gross proceeds of approximately $294.8 million, excluding accrued interest. The net proceeds from the issuance of the New Notes were used, in part, to redeem the remaining $227.2 million of the original aggregate principal amount of the 10.875% Senior Notes due 2020 (the “2020 Notes”), to pay related fees and expenses and to reduce the amount outstanding on our revolving credit facility. In connection with the redemption of the 2020 Notes, we paid $261.9 million and recognized a loss on the extinguishment of debt of $41.2 million during the quarter and six months ended June 30, 2015. See Note 6 for a more complete discussion of the transaction.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that liability, consistent with debt discounts. Amendments in this update are effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. We expect, upon adoption of this guidance, that the current financial statement classification of debt issuance costs will change from assets to liabilities on our condensed consolidated balance sheet. In August 2014, FASB issued the Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate for each annual and interim reporting period whether conditions or events give rise to substantial doubt that an entity has the ability to continue as a going concern within one year following issuance of the financial statements and requires specific disclosures regarding the conditions or events leading to substantial doubt. The new guidance is effective for annual and interim periods ending after December 15, 2016, with early adoption permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position or results of operations. 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, 2017. 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. We are currently evaluating the alternative methods of adoption and the effect on our condensed consolidated financial statements and related disclosures.

ACQUISITION (Tables)

ACQUISITION (Tables)	6 Months Ended
	Jun. 30, 2015
ACQUISITION
Summary of purchase price allocation	(In thousands) Cash and cash equivalents $ Accounts receivable Other current assets Property, plant and equipment Intangible assets Other long-term assets Total assets acquired Current liabilities Pension and other post-retirement obligations Deferred income taxes Other long-term liabilities Total liabilities assumed Net fair value of assets acquired Goodwill Total consideration transferred $
Schedule of unaudited pro forma results	Quarter Ended Six Months Ended (Unaudited; in thousands, except per share amounts) June 30, 2014 June 30, 2014 Operating revenues $ $ Income from operations $ $ Net income $ $ Less: net income attributable to noncontrolling interest Net income attributable to common shareholders $ $ Net income per common share - basic and diluted $ $

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2015
EARNINGS PER SHARE
Schedule of basic and diluted EPS	Quarter Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Net income (loss) $ $ $ $ Less: net income attributable to noncontrolling interest Income (loss) attributable to common shareholders before allocation of earnings to participating securities Less: earnings allocated to participating securities - - Net income (loss) attributable to common shareholders $ $ $ $ Weighted-average number of common shares outstanding Net income (loss) per common share attributable to common shareholders - basic and diluted $ $ $ $

INVESTMENTS (Tables)

INVESTMENTS (Tables)	6 Months Ended
	Jun. 30, 2015
INVESTMENTS
Schedule of investments	June 30, December 31, (In thousands) 2015 2014 Cash surrender value of life insurance policies $ $ Cost method investments: GTE Mobilnet of South Texas Limited Partnership (2.34% interest) Pittsburgh SMSA Limited Partnership (3.60% interest) CoBank, ACB Stock Other Equity method investments: GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest) Pennsylvania RSA 6(I) Limited Partnership (16.67% interest) Pennsylvania RSA 6(II) Limited Partnership (23.67% interest) CVIN, LLC - Totals $ $
Summary of combined unaudited results of operations and financial position of our three equity investments in the cellular limited partnerships	Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Total revenues $ $ $ $ Income from operations Net income before taxes Net income June 30, December 31, (In thousands) 2015 2014 Current assets $ $ Non-current assets Current liabilities Non-current liabilities Partnership equity

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2015
FAIR VALUE MEASUREMENTS
Schedule of interest rate swap liabilities measured at fair value on a recurring basis	As of June 30, 2015 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 $ $ – $ $ – Long-term interest rate swap liabilities – – Total $ $ – $ $ – As of December 31, 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 $ $ – $ $ – Long-term interest rate swap liabilities – – Total $ $ – $ $ –
Schedule of other financial instruments that are not carried at fair value but which require fair value disclosure	As of June 30, 2015 As of December 31, 2014 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Investments, equity basis $ n/a $ n/a Investments, at cost $ n/a $ n/a Long-term debt $ $ $ $

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jun. 30, 2015
LONG-TERM DEBT
Schedule of components of long-term debt outstanding, presented net of unamortized discounts	June 30, December 31, (In thousands) 2015 2014 Senior secured credit facility: Term Loan 4, net of discount of $3,646 and $3,948 at June 30, 2015 and December 31, 2014, respectively $ $ Revolving loan 10.875% Senior notes due 2020, net of discount of $1,121 at December 31, 2014 - 6.50% Senior notes due 2022, net of discount of $5,174 at June 30, 2015 Capital leases Less: current portion of long-term debt and capital leases Total long-term debt $ $

DERIVATIVE FINANCIAL INSTRUME26

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	6 Months Ended
	Jun. 30, 2015
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of outstanding interest rate swaps	The following interest rate swaps were outstanding at June 30, 2015: (In thousands) Notional Amount 2015 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ Other long-term liabilities $ De-designated Hedges: Fixed to 1-month floating LIBOR $ Current portion of derivative liability Fixed to 1-month floating LIBOR (with floor) Other long-term liabilities Total Fair Values $ The following interest rate swaps were outstanding at December 31, 2014: (In thousands) Notional Amount 2014 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ Other long-term liabilities $ De-designated Hedges: Fixed to 1-month floating LIBOR $ Other long-term liabilities Fixed to 1-month floating LIBOR Current portion of derivative liability Fixed to 1-month floating LIBOR (with floor) Other long-term liabilities Total Fair Values $
Schedule of gains and losses on cash flow hedge transactions	Quarter Ended Six Months Ended June 30, June 30, (In thousands) 2015 2014 2015 2014 Loss recognized in AOCI, pretax $ $ - $ $ - Deferred losses reclassed from AOCI to interest expense $ $ $ $

EQUITY (Tables)

EQUITY (Tables)	6 Months Ended
	Jun. 30, 2015
EQUITY
Summary of total compensation costs recognized for share-based payments	Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Restricted stock $ $ $ $ Performance shares Total $ $ $ $
Summary of RSA and PSA activity	RSAs PSAs Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Non-vested shares outstanding - January 1, 2015 $ $ Shares granted $ $ Shares vested $ $ Non-vested shares outstanding - June 30, 2015
Schedule of changes in accumulated other comprehensive loss, net of tax, by component	Pension and Other Post-Retirement Derivative (In thousands) Obligations Instruments Total Balance at December 31, 2014 $ $ $ Other comprehensive income before reclassifications - Amounts reclassified from accumulated other comprehensive income Net current period other comprehensive income (loss) Balance at June 30, 2015 $ $ $
Summary of reclassifications from accumulated other comprehensive loss	Quarter Ended June 30, Six Months Ended June 30, Affected Line Item in the (In thousands) 2015 2014 2015 2014 Statement of Income Amortization of pension and post-retirement items: Prior service credit $ $ $ $ (a) Actuarial gain (loss) (a) Total before tax Tax benefit (expense) $ $ $ $ Net of tax Loss on cash flow hedges: Interest rate derivatives $ $ $ $ Interest expense Tax benefit $ $ $ $ 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 further discussion regarding our pension and post-retirement benefit plans.

PENSION PLAN AND OTHER POST-R28

PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS (Tables)	6 Months Ended
	Jun. 30, 2015
Defined Benefit Plans
Post-retirement benefit obligation
Schedule of the components of net periodic pension cost recognized in the consolidated statements of income	Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets Net amortization loss Prior service credit amortization Net periodic pension benefit $ $ $ $
Post-retirement Benefit Obligations
Post-retirement benefit obligation
Schedule of the components of net periodic pension cost recognized in the consolidated statements of income	Quarter Ended Six Months June 30, Ended June 30, (In thousands) 2015 2014 2015 2014 Service cost $ $ $ $ Interest cost Expected return on plan assets Net amortization (gain) loss Net prior service cost (credit) amortization Net periodic postretirement benefit cost $ $ $ $

CONDENSED CONSOLIDATING FINAN29

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2015
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Schedule of condensed consolidating balance sheets	Condensed Consolidating Balance Sheets (In thousands) June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ - $ $ $ $ - $ Accounts receivable, net - - Income taxes receivable - - - Deferred income taxes - Prepaid expenses and other current assets - - - Total current assets Property, plant and equipment, net - - - Intangibles and other assets: Investments - - - Investments in subsidiaries - - Goodwill - - - Other intangible assets - - - Deferred debt issuance costs, net and other assets - - - Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ - $ - $ $ - $ - $ Advance billings and customer deposits - - - Dividends payable - - - - Accrued compensation - - - Accrued interest - - Accrued expense - Income tax payable - - Current portion of long term debt and capital lease obligations - - Current portion of derivative liability - - - - Total current liabilities Long-term debt and capital lease obligations - - Advances due to/from affiliates, net - - Deferred income taxes Pension and postretirement benefit obligations - - - Other long-term liabilities - - Total liabilities Shareholders’ equity: Common Stock - Other shareholders’ equity Total Consolidated Communications Holdings, Inc. shareholders’ equity Noncontrolling interest - - - - Total shareholders’ equity Total liabilities and shareholders’ equity $ $ $ $ $ $ Condensed Consolidating Balance Sheet (In thousands) December 31, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ - $ $ $ $ - $ Accounts receivable, net - - - Income taxes receivable - - Deferred income taxes - Prepaid expenses and other current assets - - - Total current assets - Property, plant and equipment, net - - - Intangibles and other assets: Investments - - - Investments in subsidiaries - - Goodwill - - - Other intangible assets - - - Deferred debt issuance costs, net and other assets - - - Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ - $ - $ $ - $ - $ Advance billings and customer deposits - - - Dividends payable - - - - Accrued compensation - - - Accrued interest - - Accrued expense - - Current portion of long term debt and capital lease obligations - - Current portion of derivative liability - - - - Total current liabilities - Long-term debt and capital lease obligations - - Advances due to/from affiliates, net - - Deferred income taxes - Pension and postretirement benefit obligations - - - Other long-term liabilities - - Total liabilities - Shareholders’ equity: Common Stock - Other shareholders’ equity Total Consolidated Communications Holdings, Inc. shareholders’ equity Noncontrolling interest - - - - Total shareholders’ equity Total liabilities and shareholders’ equity $ $ $ $ $ $
Schedule of condensed consolidating statements of operations	Condensed Consolidating Statements of Operations (In thousands) Quarter Ended June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - - Depreciation and amortization - - - Operating income (loss) ) ) Other income (expense): Interest expense, net of interest income - ) - ) Intercompany interest income (expense) ) ) - - Loss on extinguishment of debt - ) - - - ) Investment income - - - - Equity in earnings of subsidiaries, net - ) - Other, net - ) - ) Income (loss) before income taxes ) ) ) Income tax expense (benefit) ) ) - ) Net income (loss) ) ) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ ) $ $ $ $ ) $ ) Total comprehensive income (loss) attributable to common shareholders $ ) $ $ $ $ ) $ ) Quarter Ended June 30, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - Depreciation and amortization - - - Operating income (loss) ) ) - Other income (expense): Interest expense, net of interest income ) ) ) - ) Intercompany interest income (expense) ) ) - - Investment income - ) - - Equity in earnings of subsidiaries, net - ) - Other, net - ) ) - ) Income (loss) before income taxes ) ) Income tax expense (benefit) ) - Net income (loss) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ $ $ $ $ ) $ Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ ) $ Condensed Consolidating Statements of Operations (In thousands) Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - - Depreciation and amortization - - - Operating income (loss) ) ) Other income (expense): Interest expense, net of interest income ) ) - ) Intercompany interest income (expense) ) ) - - Loss on extinguishment of debt - ) - - - ) Investment income - - - Equity in earnings of subsidiaries, net - ) - Other, net - ) ) - ) Income (loss) before income taxes ) ) ) Income tax expense (benefit) ) - ) Net income (loss) ) ) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ ) $ $ $ $ ) $ ) Total comprehensive income (loss) attributable to common shareholders $ ) $ $ $ $ ) $ ) Six Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ - $ $ $ $ ) $ Operating expenses: Cost of services and products (exclusive of depreciation and amortization) - - ) Selling, general and administrative expenses ) Acquisition and other transaction costs - - - Depreciation and amortization - - - Operating income (loss) ) ) - Other income (expense): Interest expense, net of interest income ) ) ) - ) Intercompany interest income (expense) ) ) - - Investment income - ) - - Equity in earnings of subsidiaries, net - ) - Other, net - ) ) ) - ) Income (loss) before income taxes ) ) Income tax expense (benefit) ) - Net income (loss) ) Less: net income attributable to noncontrolling interest - - - - Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ $ $ $ $ ) $ Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ ) $
Schedule of condensed consolidating statements of cash flows	Condensed Consolidating Statements of Cash Flows (In thousands) Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ ) $ $ $ $ Cash flows from investing activities: Purchases of property, plant and equipment - - ) ) ) Proceeds from sale of assets - - Proceeds from sale of investments - - - Net cash used in investing activities - - ) ) ) Cash flows from financing activities: Proceeds from bond offering - - - Proceeds from issuance of long-term debt - - - Payment of capital lease obligation - - ) ) ) Payment on long-term debt - ) - - ) Redemption of senior notes - ) - - ) Payment of financing costs - ) - - ) Dividends on common stock ) - - - ) Share repurchases for minimum tax withholding ) - - - ) Transactions with affiliates, net ) ) ) - Net cash provided by (used in) financing activities ) ) ) ) Increase (decrease) in cash and cash equivalents - ) Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period $ - $ $ $ $ Six Months Ended June 30, 2014 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ ) $ $ $ $ Cash flows from investing activities: Purchases of property, plant and equipment - - ) ) ) Proceeds from sale of assets - - Net cash used in investing activities - - ) ) ) Cash flows from financing activities: Proceeds from issuance of long-term debt - - - Payment of capital lease obligation - - ) ) ) Payment on long-term debt - ) - - ) Payment of financing costs - ) - - ) Dividends on common stock ) - - - ) Transactions with affiliates, net ) ) ) - Net cash provided by (used in) financing activities ) ) ) ) Increase (decrease) in cash and cash equivalents - ) ) ) Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period $ - $ $ $ $

BUSINESS DESCRIPTION & SUMMARY

BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) item in Thousands, $ in Thousands	Jun. 08, 2015USD ($)	Sep. 18, 2014USD ($)	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Jun. 30, 2015USD ($)item	Dec. 31, 2013USD ($)
Number of voice connections | item					494
Number of data and internet connections | item					449
Number of video connections | item					122
Senior Notes
Repayments of senior notes					$ 261,874
Loss on extinguishment of debt			$ (41,242)		$ (41,242)
Senior Notes 6.50 Percent Due 2022
Senior Notes
Aggregate principal amount	$ 300,000	$ 200,000
Interest rate (as a percent)	6.50%		6.50%		6.50%
Issue price as a percentage of par	98.26%
Gross proceeds	$ 294,800	$ 200,000
Senior Notes 10.875 Percent Due 2020
Senior Notes
Aggregate principal amount	$ 300,000					$ 300,000
Interest rate (as a percent)	10.875%			10.875%
Amount of debt redeemed	$ 227,200
Repayments of senior notes	261,900		$ 261,900	$ 72,800	$ 261,900
Loss on extinguishment of debt	$ 41,200		$ 41,200		$ 41,200

ACQUISITION (Details)

ACQUISITION (Details) - Entity [Domain] $ / shares in Units, $ in Thousands, shares in Millions	Oct. 16, 2014USD ($)mi$ / sharesshares	Jun. 30, 2015USD ($)$ / shares	Jun. 30, 2014USD ($)$ / shares	Jun. 30, 2015USD ($)$ / shares	Jun. 30, 2014USD ($)$ / shares	Dec. 31, 2014USD ($)$ / shares	Oct. 15, 2014$ / shares
Agreement and Plan of Merger
Common stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01		$ 0.01		$ 0.01
Closing price of common stock (in dollars per share) | $ / shares							$ 25.40
Estimated purchase price allocation
Goodwill		$ 764,630		$ 764,630		$ 764,630
Pension and other post-retirement obligations		113,154		113,154		122,363
Deferred income taxes		247,031		247,031		246,665
Accumulated other comprehensive loss, net		(31,085)		(31,085)		(31,640)
Adjustments to the fair value
Estimated purchase price allocation
Pension and other post-retirement obligations						(6,300)
Deferred income taxes						2,400
Accumulated other comprehensive loss, net						$ 3,900
Enventis
Agreement and Plan of Merger
Number of route miles of fiber network | mi	4,200
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Business combination exchange ratio	0.7402
Purchase consideration at acquisition	$ 257,700
Assumption of debt at acquisition	$ 149,900
Number of shares issued on date of merger | shares	10.1
Estimated purchase price allocation
Cash and cash equivalents		10,382		10,382
Accounts receivable		37,399		37,399
Other current assets		15,961		15,961
Property, plant and equipment		284,709		284,709
Intangible assets		26,600		26,600
Other long-term assets		3,162		3,162
Total assets acquired		378,213		378,213
Current liabilities		40,552		40,552
Pension and other post-retirement obligations		13,852		13,852
Deferred income taxes		74,628		74,628
Other long-term liabilities		2,766		2,766
Total liabilities assumed		131,798		131,798
Net fair value assets acquired		246,415		246,415
Goodwill		161,184		161,184
Total consideration transferred		407,599		407,599
Unaudited Pro Forma Results
Operating revenues			$ 200,760		$ 394,648
Income from operations			27,136		53,295
Net income			9,602		16,793
Less: income attributable to noncontrolling interest			80		178
Net income attributable to common shareholders			$ 9,522		$ 16,615
Net income per common share - basic and diluted
Net income per basic and diluted common share attributable to common shareholders (in dollars per share) | $ / shares			$ 0.19		$ 0.33
Business Combination Adjustments
Increase in property, plant, and equipment				2,100
Increase in intangible assets				6,000
Increase in pension and other post-retirement obligations				6,300
Increase in deferred income taxes				600
Increase in assets		0		1,200
Decrease in goodwill				(1,200)
Enventis | Customer Relationships
Agreement and Plan of Merger
Identifiable intangible assets acquired		19,600		$ 19,600
Enventis | Customer Relationships | Minimum
Agreement and Plan of Merger
Estimated useful life				5 years
Enventis | Customer Relationships | Maximum
Agreement and Plan of Merger
Estimated useful life				9 years
Enventis | Tradenames
Agreement and Plan of Merger
Identifiable intangible assets acquired		1,400		$ 1,400
Estimated useful life				2 years
Enventis | Non-compete agreements
Agreement and Plan of Merger
Identifiable intangible assets acquired		$ 5,600		$ 5,600
Estimated useful life				5 years

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - Entity [Domain] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Basic and Diluted Earnings Per Share Using Two-class Method:
Net income (loss)	$ (15,928)	$ 9,887	$ (8,099)	$ 18,309
Less: net income attributable to noncontrolling interest	40	80	59	178
Income (loss) attributable to common shareholders before allocation of earnings to participating securities	(15,968)	9,807	(8,158)	18,131
Less: earnings allocated to participating securities		153		306
Net income (loss) attributable to common shareholders	$ (15,968)	$ 9,654	$ (8,158)	$ 17,825
Weighted-average number of common shares outstanding	50,175	39,877	50,161	39,877
Basic and diluted earnings per common share:
Net income (loss) per basic and diluted common share attributable to common shareholders (in dollars per share)	$ (0.32)	$ 0.24	$ (0.16)	$ 0.45
Common shares excluded from computation of potentially dilutive shares because of anti-dilutive effect	300	400	300	300

INVESTMENTS (Details)

INVESTMENTS (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Investments
Cash distributions received from partnerships treated as cost method investees	$ 3,000	$ 3,800	$ 4,900	$ 7,300
Cash distributions received from partnerships treated as equity method investees	$ 4,100	4,900	$ 9,300	10,500
Number of entity's investments which is accounted for using equity method | item	3		3
Investments
Cash surrender value of life insurance policies	$ 2,153		$ 2,153		$ 2,039
Total	115,688		115,688		115,376
Summary of unaudited summarized income statement information
Total revenues	86,286	83,228	173,016	164,044
Income from operations	26,911	23,426	53,805	49,306
Net income before taxes	26,626	23,459	53,615	49,362
Net income	26,626	$ 23,459	53,615	$ 49,362
Summary of unaudited summarized balance sheet information
Current assets	114,962		114,962		52,866
Non-current assets	95,869		95,869		93,771
Current liabilities	22,151		22,151		16,253
Non-current liabilities	52,710		52,710		3,225
Partnership equity	$ 135,970		$ 135,970		127,159
GTE Mobilnet of South Texas Limited Partnership
Investments
Ownership percentage of cost method investee	2.34%		2.34%
Investments
Cost method investments:	$ 21,450		$ 21,450		21,450
Pittsburgh SMSA Limited Partnership
Investments
Ownership percentage of cost method investee	3.60%		3.60%
Investments
Cost method investments:	$ 22,950		$ 22,950		22,950
CoBank, ACB Stock
Investments
Cost method investments:	7,971		7,971		7,645
Other
Investments
Cost method investments:	$ 200		$ 200		200
GTE Mobilnet of Texas RSA #17 Limited Partnership
Investments
Ownership percentage of equity method investee	20.51%		20.51%
Investments
Equity method investments:	$ 27,935		$ 27,935		27,990
Pennsylvania RSA 6(I) Limited Partnership
Investments
Ownership percentage of equity method investee	16.67%		16.67%
Investments
Equity method investments:	$ 7,698		$ 7,698		7,451
Pennsylvania RSA 6(II) Limited Partnership
Investments
Ownership percentage of equity method investee	23.67%		23.67%
Investments
Equity method investments:	$ 25,331		$ 25,331		23,894
CVIN, LLC
Investments
Ownership percentage of equity method investee	6.96%		6.96%
Investments
Equity method investments:					$ 1,757
CVIN, LLC | Investment expense
Investments
Impairment loss			$ 800

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Value Measurements
Current interest rate swap liabilities	$ (297)	$ (443)
Recurring | Fair Value
Fair Value Measurements
Current interest rate swap liabilities	(297)	(443)
Long-term interest rate swap liabilities	(1,292)	(690)
Total Fair Value	(1,589)	(1,133)
Recurring | Significant Other Observable Inputs (Level 2)
Fair Value Measurements
Current interest rate swap liabilities	(297)	(443)
Long-term interest rate swap liabilities	(1,292)	(690)
Total Fair Value	$ (1,589)	$ (1,133)

FAIR VALUE MEASUREMENTS (Deta35

FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Carrying Value
Fair Value Measurements
Investments, equity basis	$ 60,964	$ 61,092
Investments, at cost	52,571	52,245
Long-term debt	1,411,530	1,362,049
Fair Value
Fair Value Measurements
Long-term debt	$ 1,396,067	$ 1,381,972

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) $ in Thousands	Aug. 01, 2015USD ($)	Jun. 08, 2015USD ($)	May. 31, 2015USD ($)	Sep. 18, 2014USD ($)	Sep. 30, 2015	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Jun. 30, 2015USD ($)	Dec. 31, 2013USD ($)
Debt
Debt and Capital Lease Obligations, Total						$ 1,416,668	$ 1,366,602	$ 1,416,668	$ 1,366,602	$ 1,416,668
Less: current portion of long-term debt and capital leases						(10,102)	(9,849)	(10,102)	(9,849)	(10,102)
Total long-term debt						1,406,566	1,356,753	1,406,566	1,356,753	1,406,566
Repayments of senior notes								261,874
Loss on extinguishment of debt						(41,242)		(41,242)
Dividend declared			$ 19,600
Dividends available for distribution						$ 214,500		$ 214,500		$ 214,500
Dividend paid	$ 19,600
Leverage ratio						4.39		4.39		4.39
Interest coverage ratio						3.82		3.82		3.82
Percentage of increase in available cash used in repayment of debt during dividend suspension period								50.00%
Minimum
Debt
Interest coverage ratio						2.25		2.25		2.25
Maximum
Debt
Leverage ratio						5.10		5.10		5.10
Leverage ratio for an event of default						5.25		5.25		5.25
Term loan 4
Debt
Debt and Capital Lease Obligations, Total						$ 892,704	896,952	$ 892,704	896,952	$ 892,704
Unamortized discount						3,646	3,948	3,646	3,948	3,646	$ 4,600
Aggregate principal amount											910,000
Quarterly principal payments required								2,300
Senior Notes 6.50 Percent Due 2022
Debt
Debt and Capital Lease Obligations, Total						494,826	200,000	494,826	200,000	494,826
Unamortized discount						$ 5,174		$ 5,174		$ 5,174
Interest rate (as a percent)		6.50%				6.50%		6.50%		6.50%
Aggregate principal amount		$ 300,000		$ 200,000
Issue price as a percentage of par		98.26%
Yield to maturity (as a percent)		6.80%
Gross proceeds		$ 294,800		$ 200,000
Deferred debt issuance costs		$ 4,500
Dividend declared										$ 214,000
Remaining consolidated cash available for dividends and other restricted payments						$ 294,400		$ 294,400		$ 294,400
Net leverage ratio						4.33		4.33		4.33
Number of times to be applied to fixed charges for calculating the deduction from cumulative consolidated net cash						1.75		1.75		1.75
Cumulative consolidated cash available to pay dividends and other restricted payments						$ 508,400		$ 508,400		$ 508,400
Dividends and other restricted payments available for distribution						$ 50,000		$ 50,000		$ 50,000
Senior Notes 6.50 Percent Due 2022 | Maximum
Debt
Leverage ratio covenant for dividend and other restricted payments						4.75		4.75		4.75
Senior Notes 10.875 Percent Due 2020
Debt
Debt and Capital Lease Obligations, Total							226,097		226,097
Unamortized discount							$ 1,121		$ 1,121
Interest rate (as a percent)		10.875%					10.875%		10.875%
Aggregate principal amount		$ 300,000									300,000
Amount of debt redeemed		227,200
Repayments of senior notes		261,900				$ 261,900	$ 72,800	$ 261,900
Loss on extinguishment of debt		$ 41,200				41,200		$ 41,200
Senior Secured Credit Facility | Weighted average
Debt
Weighted average interest rate (as a percent)								4.14%	4.20%
Senior secured credit facility - revolving loan
Debt
Debt and Capital Lease Obligations, Total						24,000	39,000	$ 24,000	$ 39,000	$ 24,000
Maximum borrowing capacity of credit facility											$ 75,000
Amounts outstanding						24,000	39,000	24,000	39,000	24,000
Stand-by letter of credit outstanding						1,600		1,600		1,600
Available borrowing capacity						49,400		$ 49,400		49,400
LIBOR | Term loan 4
Debt
Margin (as a percent)								3.25%
Variable rate basis, floor (as a percent)								1.00%
LIBOR | Senior secured credit facility - revolving loan | Minimum
Debt
Margin (as a percent)								2.50%
LIBOR | Senior secured credit facility - revolving loan | Maximum
Debt
Margin (as a percent)								3.25%
LIBOR | Senior secured credit facility - revolving loan | Weighted average | Forecast
Debt
Margin (as a percent)					3.00%
Alternate base rate | Senior secured credit facility - revolving loan | Minimum
Debt
Margin (as a percent)								1.50%
Alternate base rate | Senior secured credit facility - revolving loan | Maximum
Debt
Margin (as a percent)								2.25%
Alternate base rate | Senior secured credit facility - revolving loan | Weighted average | Forecast
Debt
Margin (as a percent)					2.00%
Capital leases
Debt
Debt and Capital Lease Obligations, Total						$ 5,138	$ 4,553	$ 5,138	$ 4,553	$ 5,138

LONG-TERM DEBT (Details 2)

LONG-TERM DEBT (Details 2) $ in Millions	Jun. 30, 2015USD ($)
Capital leases
Present value of the minimum remaining lease commitments	$ 5.1
Capital lease commitments due and payable within the next 12 months	1
Total remaining rental payments	6.9
LATEL
Capital leases
Total remaining rental payments	$ 4.7

DERIVATIVE FINANCIAL INSTRUME38

DERIVATIVE FINANCIAL INSTRUMENTS (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Derivatives
Fair Value, Current portion of derivative liability	$ (297)		$ (297)		$ (443)
Number of swap agreements that provide for the entity or the counterparties to post collateral | item	0		0
Interest rate swaps
Derivatives
Total Fair Value	$ (1,589)		$ (1,589)		(1,133)
De-designated Hedges | Fixed to 1-month floating LIBOR (with floor)
Derivatives
Notional amount	50,000		50,000		50,000
Fair Value, Other long-term liabilities	(181)		(181)		(147)
De-designated Hedges | Fixed to 1-month floating LIBOR, one
Derivatives
Notional amount	50,000		50,000		125,000
Fair Value, Other long-term liabilities					(410)
Fair Value, Current portion of derivative liability	(297)		(297)
De-designated Hedges | Fixed to 1-month floating LIBOR, two
Derivatives
Notional amount					50,000
Fair Value, Current portion of derivative liability					(443)
De-designated Hedges | Interest rate swaps
Derivatives
Gain recognized as a reduction to interest expense	300	$ 300	500	$ 500
Cash flow hedges | Fixed to 1-month floating LIBOR (with floor)
Derivatives
Notional amount	150,000		150,000		100,000
Fair Value, Other long-term liabilities	$ (1,111)		$ (1,111)		$ (133)

DERIVATIVE FINANCIAL INSTRUME39

DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - Interest rate swaps - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Loss on cash flow hedges
Derivatives
Deferred losses included in AOCI (pretax)	$ (1,200)		$ (1,200)		$ (800)
Losses included in AOCI to be recognized in the next 12 months			1,000
Cash flow hedges
Derivatives
Loss recognized in AOCI, pretax	(384)		(1,301)
Deferred losses reclassified from AOCI to interest expense	$ (370)	$ (489)	$ (796)	$ (1,148)

EQUITY (Details)

EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	May. 04, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Weighted Average Grant Date Fair Value
Pretax stock-based compensation expense		$ 710	$ 940	$ 1,523	$ 1,724
Unrecognized share-based compensation
Unrecognized compensation costs		$ 5,100		$ 5,100
Weighted-average period of recognition				1 year 3 months 18 days
The Plan
Stock-based compensation plans
Additional shares of common stock authorized	1,000,000
Shares of common stock authorized for issuance	2,650,000
Shares that may be granted in the form of stock options or stock appreciation rights to any eligible employee or director in any calendar year	300,000
Restricted stock
Shares
Non-vested shares outstanding at the beginning of the period				141,565
Shares granted				83,571
Shares vested				(42,560)
Non-vested shares outstanding at the end of the period		182,576		182,576
Weighted Average Grant Date Fair Value
Non-vested shares outstanding at the beginning of the period (in dollars per share)				$ 18.78
Shares granted (in dollars per share)				21.08
Shares vested (in dollars per share)				$ 20.90
Pretax stock-based compensation expense		$ 379	527	$ 866	1,044
Performance shares
Shares
Non-vested shares outstanding at the beginning of the period				82,409
Shares granted				77,786
Shares vested				(7,618)
Non-vested shares outstanding at the end of the period		152,577		152,577
Weighted Average Grant Date Fair Value
Non-vested shares outstanding at the beginning of the period (in dollars per share)				$ 18.94
Shares granted (in dollars per share)				19.74
Shares vested (in dollars per share)				$ 18.45
Pretax stock-based compensation expense		$ 331	$ 413	$ 657	$ 680

EQUITY (Details 2)

EQUITY (Details 2) $ in Thousands	6 Months Ended
	Jun. 30, 2015USD ($)
Accumulated other comprehensive loss, net of tax, by component
Balance at the beginning of the period	$ (31,640)
Other comprehensive income before reclassifications	(802)
Amounts reclassified from accumulated other comprehensive income	1,357
Net current period other comprehensive income (loss)	555
Balance at the end of the period	(31,085)
Pension and Other Post-Retirement Obligations
Accumulated other comprehensive loss, net of tax, by component
Balance at the beginning of the period	(31,185)
Amounts reclassified from accumulated other comprehensive income	866
Net current period other comprehensive income (loss)	866
Balance at the end of the period	(30,319)
Loss on cash flow hedges
Accumulated other comprehensive loss, net of tax, by component
Balance at the beginning of the period	(455)
Other comprehensive income before reclassifications	(802)
Amounts reclassified from accumulated other comprehensive income	491
Net current period other comprehensive income (loss)	(311)
Balance at the end of the period	$ (766)

EQUITY (Details 3)

EQUITY (Details 3) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
EQUITY
Income (loss) before income taxes	$ (25,032)	$ 14,758	$ (12,577)	$ 28,302
Interest expense	(20,429)	(19,728)	(41,103)	(39,559)
Tax benefit (expense)	9,104	(4,871)	4,478	(9,993)
Net income (loss)	(15,928)	9,887	(8,099)	18,309
Pension and Other Post-Retirement Obligations | Amount Reclassified from AOCI
EQUITY
Prior service credit	123	79	347	159
Actuarial gain (loss)	(884)	142	(1,768)	284
Income (loss) before income taxes	(761)	221	(1,421)	443
Tax benefit (expense)	297	(85)	555	(171)
Net income (loss)	(464)	136	(866)	272
Loss on cash flow hedges | Amount Reclassified from AOCI
EQUITY
Interest expense	(370)	(489)	(796)	(1,148)
Tax benefit (expense)	141	186	305	437
Net income (loss)	$ (229)	$ (303)	$ (491)	$ (711)

PENSION PLANS AND OTHER POST-RE

PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)
Defined Benefit Plans
Defined benefit plans
Expected contribution to pension plan			$ 12,300
Change in plan assets
Employer contributions			5,200
Components of net periodic pension costs
Service costs	$ 129	$ 140	258	$ 280
Interest costs	3,931	4,074	7,863	8,147
Expected return on plan assets	(5,843)	(5,776)	(11,687)	(11,553)
Net amortization (gain) loss	954	5	1,908	10
Prior service cost (credit) amortization	(114)	(114)	(228)	(229)
Net periodic pension benefit	(943)	(1,671)	(1,886)	(3,345)
Post-retirement Benefit Obligations
Defined benefit plans
Post-retirement Plan unfunded assets	0		0
Expected contribution to pension plan			3,800
Change in plan assets
Employer contributions			1,200
Components of net periodic pension costs
Service costs	147	90	295	180
Interest costs	412	355	826	710
Expected return on plan assets	(58)	(55)	(116)	(110)
Net amortization (gain) loss	(70)	(147)	(140)	(294)
Prior service cost (credit) amortization	(9)	35	(119)	70
Net periodic pension benefit	$ 422	$ 278	$ 746	$ 556
Supplemental Plans
Defined benefit plans
Number of non-qualified plans | item			2
Number of persons eligible to become a new participant | item	0		0
Post-retirement Plan unfunded assets	$ 0		$ 0

PENSION PLANS AND OTHER POST-44

PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS (Details 2) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Other Non-qualified Deferred Compensation Agreements
Minimum age at which payments under deferred compensation agreements may begin			55 years
Payment related to deferred compensation agreements	$ 0.1	$ 0.1	$ 0.2	$ 0.2
Net present value of the remaining obligations	2.2		$ 2.2		$ 2.4
Number of life insurance policies | item			28
Excess of cash surrender value of remaining life insurance policies over notes payable	$ 2.2		$ 2.2		$ 2
Proceeds from Life Insurance Policies		$ 0.3		$ 0.3

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
INCOME TAXES
Unrecognized tax benefits	$ 0.2		$ 0.2		$ 0.2
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 0.2		$ 0.2
Reconciliation of the provision for income taxes computed at federal statutory rates to the effective rates
Effective tax rate (as a percent)	36.40%	33.00%	35.60%	35.30%
Effective tax rate exclusive of non-deductible compensation adjustment (as a percent)		36.60%		37.20%
Changes in unrecognized tax benefits			$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Apr. 15, 2008USD ($)	Sep. 30, 2014USD ($)	Jun. 30, 2015USD ($)item	Dec. 31, 2009item	Dec. 31, 2014USD ($)	Dec. 31, 2011USD ($)
Proposed Merger With Enventis
Litigation and Contingencies
Number of class action lawsuits filed | item			5
Sprint, Level 3 and Verizon
Litigation and Contingencies
Disputed amount					$ 1.8
Salsgiver Inc.
Litigation and Contingencies
Original amount of sustained losses claimed by plaintiff	$ 125
Settlement amount accrued			$ 1.3			$ 0.4
Additional accrual per agreement		$ 0.9
Assessment by Commonwealth of Pennsylvania Department of Revenue
Litigation and Contingencies
Number of subsidiaries that received assessment notice | item				2
Assessment by Commonwealth of Pennsylvania Department of Revenue | Consolidated Communications Enterprise Services Inc. (CCES)
Litigation and Contingencies
Total additional tax liability calculated by the auditors for calendar years 2008 - 2013			4.2
Assessment by Commonwealth of Pennsylvania Department of Revenue | Consolidated Communications of Pennsylvania Company LLC (CCPA)
Litigation and Contingencies
Total additional tax liability calculated by the auditors for calendar years 2008 - 2013			$ 7.3

CONDENSED CONSOLIDATING FINAN47

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 6,946	$ 6,679	$ 4,882	$ 5,551
Accounts receivable, net	87,096	77,536
Income taxes receivable	25,195	18,940
Deferred income taxes	13,374	13,374
Prepaid expenses and other current assets	20,093	17,616
Total current assets	152,704	134,145
Property, plant and equipment, net	1,122,652	1,137,478
Intangibles and other assets:
Investments	115,688	115,376
Goodwill	764,630	764,630
Other intangible assets	50,146	56,322
Deferred debt issuance costs, net and other assets	16,600	19,313
Total assets	2,222,420	2,227,264
Current liabilities:
Accounts payable	23,228	15,277
Advance billings and customer deposits	31,567	31,933
Dividends payable	19,566	19,510
Accrued compensation	21,615	32,581
Accrued interest	9,183	6,784
Accrued expense	39,012	39,698
Current portion of long term debt and capital lease obligations	10,102	9,849
Current portion of derivative liability	297	443
Total current liabilities	154,570	156,075
Long-term debt and capital lease obligations	1,406,566	1,356,753
Deferred income taxes	247,031	246,665
Pension and postretirement benefit obligations	113,154	122,363
Other long-term liabilities	14,967	14,579
Total liabilities	1,936,288	1,896,435
Shareholders' equity:
Common Stock	505	504
Other shareholders' equity	280,742	325,499
Total Consolidated Communications Holdings, Inc. shareholders' equity	281,247	326,003
Noncontrolling interest	4,885	4,826
Total shareholders' equity	286,132	330,829
Total liabilities and shareholders' equity	2,222,420	2,227,264
Eliminations
Current assets:
Income taxes receivable	(15,966)
Total current assets	(15,966)
Intangibles and other assets:
Investments in subsidiaries	(3,737,672)	(3,642,751)
Total assets	(3,753,638)	(3,642,751)
Current liabilities:
Income tax payable	(15,966)
Total current liabilities	(15,966)
Total liabilities	(15,966)
Shareholders' equity:
Common Stock	(47,411)	(47,411)
Other shareholders' equity	(3,690,261)	(3,595,340)
Total Consolidated Communications Holdings, Inc. shareholders' equity	(3,737,672)	(3,642,751)
Total shareholders' equity	(3,737,672)	(3,642,751)
Total liabilities and shareholders' equity	(3,753,638)	(3,642,751)
Parent | Reportable legal entity
Current assets:
Income taxes receivable	41,161	12,665
Deferred income taxes	(71)	(71)
Total current assets	41,090	12,594
Intangibles and other assets:
Investments in subsidiaries	2,143,500	2,119,335
Total assets	2,184,590	2,131,929
Current liabilities:
Dividends payable	19,566	19,510
Accrued interest	137
Accrued expense	12	36
Total current liabilities	19,715	19,546
Advances due to/from affiliates, net	1,898,461	1,805,129
Deferred income taxes	(14,833)	(14,833)
Total liabilities	1,903,343	1,809,842
Shareholders' equity:
Common Stock	505	504
Other shareholders' equity	280,742	321,583
Total Consolidated Communications Holdings, Inc. shareholders' equity	281,247	322,087
Total shareholders' equity	281,247	322,087
Total liabilities and shareholders' equity	2,184,590	2,131,929
Subsidiary Issuer
Current assets:
Cash and cash equivalents	428	4,940	971	86
Subsidiary Issuer | Reportable legal entity
Current assets:
Cash and cash equivalents	428	4,940
Accounts receivable, net	1,943
Deferred income taxes	158	158
Total current assets	2,529	5,098
Intangibles and other assets:
Investments	8,171	3,724
Investments in subsidiaries	1,581,007	1,510,416
Deferred debt issuance costs, net and other assets	12,950	15,421
Total assets	1,604,657	1,534,659
Current liabilities:
Accrued interest	9,045	6,775
Accrued expense	369
Income tax payable	399
Current portion of long term debt and capital lease obligations	9,100	9,100
Current portion of derivative liability	297	443
Total current liabilities	19,210	16,318
Long-term debt and capital lease obligations	1,402,430	1,352,949
Advances due to/from affiliates, net	(1,960,682)	(1,953,695)
Deferred income taxes	(1,093)	(938)
Other long-term liabilities	1,292	690
Total liabilities	(538,843)	(584,676)
Shareholders' equity:
Other shareholders' equity	2,143,500	2,119,335
Total Consolidated Communications Holdings, Inc. shareholders' equity	2,143,500	2,119,335
Total shareholders' equity	2,143,500	2,119,335
Total liabilities and shareholders' equity	$ 1,604,657	1,534,659
Guarantors
Condensed Consolidating Balance Sheet
Ownership interest (as a percent)	100.00%
Current assets:
Cash and cash equivalents	$ 4,026	820	2,244	2,366
Guarantors | Reportable legal entity
Current assets:
Cash and cash equivalents	4,026	820
Accounts receivable, net	78,668	70,543
Income taxes receivable		6,232
Deferred income taxes	12,807	12,807
Prepaid expenses and other current assets	19,795	17,285
Total current assets	115,296	107,687
Property, plant and equipment, net	1,073,405	1,088,196
Intangibles and other assets:
Investments	107,517	111,652
Investments in subsidiaries	13,165	13,000
Goodwill	698,449	698,449
Other intangible assets	41,059	47,235
Deferred debt issuance costs, net and other assets	3,650	3,892
Total assets	2,052,541	2,070,111
Current liabilities:
Accounts payable	23,228	15,277
Advance billings and customer deposits	29,949	30,250
Accrued compensation	19,869	30,737
Accrued interest	1	6
Accrued expense	37,234	38,211
Income tax payable	11,505
Current portion of long term debt and capital lease obligations	917	671
Total current liabilities	122,703	115,152
Long-term debt and capital lease obligations	3,446	3,070
Advances due to/from affiliates, net	125,304	206,616
Deferred income taxes	243,835	243,427
Pension and postretirement benefit obligations	96,990	100,221
Other long-term liabilities	13,140	13,337
Total liabilities	605,418	681,823
Shareholders' equity:
Common Stock	17,411	17,411
Other shareholders' equity	1,424,827	1,366,051
Total Consolidated Communications Holdings, Inc. shareholders' equity	1,442,238	1,383,462
Noncontrolling interest	4,885	4,826
Total shareholders' equity	1,447,123	1,388,288
Total liabilities and shareholders' equity	2,052,541	2,070,111
Non-Guarantors
Current assets:
Cash and cash equivalents	2,492	919	$ 1,667	$ 3,099
Non-Guarantors | Reportable legal entity
Current assets:
Cash and cash equivalents	2,492	919
Accounts receivable, net	6,485	6,993
Income taxes receivable		43
Deferred income taxes	480	480
Prepaid expenses and other current assets	298	331
Total current assets	9,755	8,766
Property, plant and equipment, net	49,247	49,282
Intangibles and other assets:
Goodwill	66,181	66,181
Other intangible assets	9,087	9,087
Total assets	134,270	133,316
Current liabilities:
Advance billings and customer deposits	1,618	1,683
Accrued compensation	1,746	1,844
Accrued interest		3
Accrued expense	1,397	1,451
Income tax payable	4,062
Current portion of long term debt and capital lease obligations	85	78
Total current liabilities	8,908	5,059
Long-term debt and capital lease obligations	690	734
Advances due to/from affiliates, net	(63,083)	(58,050)
Deferred income taxes	19,122	19,009
Pension and postretirement benefit obligations	16,164	22,142
Other long-term liabilities	535	552
Total liabilities	(17,664)	(10,554)
Shareholders' equity:
Common Stock	30,000	30,000
Other shareholders' equity	121,934	113,870
Total Consolidated Communications Holdings, Inc. shareholders' equity	151,934	143,870
Total shareholders' equity	151,934	143,870
Total liabilities and shareholders' equity	$ 134,270	$ 133,316

CONDENSED CONSOLIDATING FINAN48

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	$ 201,010	$ 151,036	$ 393,588	$ 300,684
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	86,376	55,918	166,268	111,218
Selling, general and administrative expenses	43,085	32,711	85,033	65,286
Acquisition and other transaction costs	223	977	660	1,266
Depreciation and amortization	43,651	36,005	87,207	71,547
Income from operations	27,675	25,425	54,420	51,367
Other income (expense):
Interest expense, net of interest income	(20,429)	(19,728)	(41,103)	(39,559)
Loss on extinguishment of debt	(41,242)		(41,242)
Investment income	9,004	9,313	15,445	17,649
Other, net	(40)	(252)	(97)	(1,155)
Income (loss) before income taxes	(25,032)	14,758	(12,577)	28,302
Income tax expense (benefit)	(9,104)	4,871	(4,478)	9,993
Net income (loss)	(15,928)	9,887	(8,099)	18,309
Less: net income attributable to noncontrolling interest	40	80	59	178
Net income (loss) attributable to common shareholders	(15,968)	9,807	(8,158)	18,131
Total comprehensive income (loss) attributable to common shareholders	(15,512)	9,974	(7,603)	18,570
Eliminations
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	(3,391)	(3,456)	(6,810)	(6,890)
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	(3,274)	(3,278)	(6,528)	(6,534)
Selling, general and administrative expenses	(116)	(178)	(281)	(356)
Income from operations	(1)		(1)
Other income (expense):
Equity in earnings of subsidiaries, net	(33,583)	(49,621)	(85,670)	(93,720)
Income (loss) before income taxes	(33,584)	(49,621)	(85,671)	(93,720)
Net income (loss)	(33,584)	(49,621)	(85,671)	(93,720)
Net income (loss) attributable to common shareholders	(33,584)	(49,621)	(85,671)	(93,720)
Total comprehensive income (loss) attributable to common shareholders	(34,504)	(49,621)	(87,092)	(93,720)
Parent | Reportable legal entity
Operating expenses:
Selling, general and administrative expenses	782	1,021	1,480	1,884
Acquisition and other transaction costs	223	943	660	957
Income from operations	(1,005)	(1,964)	(2,140)	(2,841)
Other income (expense):
Interest expense, net of interest income		(2)	(96)	(4)
Intercompany interest income (expense)	(37,745)	(26,783)	(75,769)	(53,163)
Equity in earnings of subsidiaries, net	10,326	28,248	43,136	53,869
Income (loss) before income taxes	(28,424)	(501)	(34,869)	(2,139)
Income tax expense (benefit)	(12,456)	(10,308)	(26,711)	(20,270)
Net income (loss)	(15,968)	9,807	(8,158)	18,131
Net income (loss) attributable to common shareholders	(15,968)	9,807	(8,158)	18,131
Total comprehensive income (loss) attributable to common shareholders	(15,512)	9,807	(7,603)	18,131
Subsidiary Issuer | Reportable legal entity
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	87	5	102	74
Operating expenses:
Selling, general and administrative expenses	45	39	89	78
Income from operations	42	(34)	13	(4)
Other income (expense):
Interest expense, net of interest income	(20,542)	(19,781)	(41,196)	(39,601)
Intercompany interest income (expense)	41,575	31,407	83,259	62,832
Loss on extinguishment of debt	(41,242)		(41,242)
Investment income		(41)	326	(5)
Equity in earnings of subsidiaries, net	23,141	21,155	42,369	39,370
Other, net	7	(500)	7	(500)
Income (loss) before income taxes	2,981	32,206	43,536	62,092
Income tax expense (benefit)	(7,345)	3,958	400	8,223
Net income (loss)	10,326	28,248	43,136	53,869
Net income (loss) attributable to common shareholders	10,326	28,248	43,136	53,869
Total comprehensive income (loss) attributable to common shareholders	10,782	28,551	43,691	54,580
Guarantors | Reportable legal entity
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	189,421	138,192	370,236	274,447
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	86,418	55,755	166,616	111,007
Selling, general and administrative expenses	37,645	27,548	74,521	54,904
Acquisition and other transaction costs		34		309
Depreciation and amortization	41,596	34,084	83,151	67,731
Income from operations	23,762	20,771	45,948	40,496
Other income (expense):
Interest expense, net of interest income	105	58	186	56
Intercompany interest income (expense)	(4,515)	(5,112)	(8,882)	(10,608)
Investment income	9,004	9,354	15,119	17,654
Equity in earnings of subsidiaries, net	116	218	165	481
Other, net	(48)	250	(96)	(649)
Income (loss) before income taxes	28,424	25,539	52,440	47,430
Income tax expense (benefit)	8,922	8,665	17,728	16,731
Net income (loss)	19,502	16,874	34,712	30,699
Less: net income attributable to noncontrolling interest	40	80	59	178
Net income (loss) attributable to common shareholders	19,462	16,794	34,653	30,521
Total comprehensive income (loss) attributable to common shareholders	19,835	16,720	35,337	30,373
Non-Guarantors | Reportable legal entity
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	14,893	16,295	30,060	33,053
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	3,232	3,441	6,180	6,745
Selling, general and administrative expenses	4,729	4,281	9,224	8,776
Depreciation and amortization	2,055	1,921	4,056	3,816
Income from operations	4,877	6,652	10,600	13,716
Other income (expense):
Interest expense, net of interest income	8	(3)	3	(10)
Intercompany interest income (expense)	685	488	1,392	939
Other, net	1	(2)	(8)	(6)
Income (loss) before income taxes	5,571	7,135	11,987	14,639
Income tax expense (benefit)	1,775	2,556	4,105	5,309
Net income (loss)	3,796	4,579	7,882	9,330
Net income (loss) attributable to common shareholders	3,796	4,579	7,882	9,330
Total comprehensive income (loss) attributable to common shareholders	$ 3,887	$ 4,517	$ 8,064	$ 9,206

CONDENSED CONSOLIDATING FINAN49

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 3) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$ 95,816	$ 87,045
Cash flows from investing activities:
Purchases of property, plant and equipment	(65,538)	(50,446)
Proceeds from sale of assets	57	1,250
Proceeds from sale of investments	846
Net cash used in investing activities	(64,635)	(49,196)
Cash flows from financing activities:
Proceeds from bond offering	294,780
Proceeds from issuance of long-term debt	40,000	26,000
Payment of capital lease obligations	(444)	(317)
Payment on long-term debt	(59,550)	(30,550)
Redemption of senior notes	(261,874)
Payment of financing costs	(4,468)	(2,524)
Dividends on common stock	(39,076)	(31,127)
Share repurchases for minimum tax withholding	(282)
Net cash used in financing activities	(30,914)	(38,518)
Increase (decrease) in cash and cash equivalents	267	(669)
Cash and cash equivalents at beginning of period	6,679	5,551
Cash and cash equivalents at end of period	6,946	4,882
Parent
Cash flows from operating activities:
Net cash (used in) provided by operating activities	(78,154)	(57,133)
Cash flows from financing activities:
Dividends on common stock	(39,076)	(31,127)
Share repurchases for minimum tax withholding	(282)
Transactions with affiliates, net	117,512	88,260
Net cash used in financing activities	78,154	57,133
Subsidiary Issuer
Cash flows from operating activities:
Net cash (used in) provided by operating activities	44,589	24,501
Cash flows from financing activities:
Proceeds from bond offering	294,780
Proceeds from issuance of long-term debt	40,000	26,000
Payment on long-term debt	(59,550)	(30,550)
Redemption of senior notes	(261,874)
Payment of financing costs	(4,468)	(2,524)
Transactions with affiliates, net	(57,989)	(16,542)
Net cash used in financing activities	(49,101)	(23,616)
Increase (decrease) in cash and cash equivalents	(4,512)	885
Cash and cash equivalents at beginning of period	4,940	86
Cash and cash equivalents at end of period	428	971
Guarantors
Cash flows from operating activities:
Net cash (used in) provided by operating activities	119,060	108,672
Cash flows from investing activities:
Purchases of property, plant and equipment	(61,855)	(48,130)
Proceeds from sale of assets	52	1,209
Proceeds from sale of investments	846
Net cash used in investing activities	(60,957)	(46,921)
Cash flows from financing activities:
Payment of capital lease obligations	(407)	(286)
Transactions with affiliates, net	(54,490)	(61,587)
Net cash used in financing activities	(54,897)	(61,873)
Increase (decrease) in cash and cash equivalents	3,206	(122)
Cash and cash equivalents at beginning of period	820	2,366
Cash and cash equivalents at end of period	4,026	2,244
Non-Guarantors
Cash flows from operating activities:
Net cash (used in) provided by operating activities	10,321	11,005
Cash flows from investing activities:
Purchases of property, plant and equipment	(3,683)	(2,316)
Proceeds from sale of assets	5	41
Net cash used in investing activities	(3,678)	(2,275)
Cash flows from financing activities:
Payment of capital lease obligations	(37)	(31)
Transactions with affiliates, net	(5,033)	(10,131)
Net cash used in financing activities	(5,070)	(10,162)
Increase (decrease) in cash and cash equivalents	1,573	(1,432)
Cash and cash equivalents at beginning of period	919	3,099
Cash and cash equivalents at end of period	$ 2,492	$ 1,667

SUBSEQUENT EVENT (Details)

SUBSEQUENT EVENT (Details) - Subsequent events $ in Millions	1 Months Ended
	Aug. 31, 2015USD ($)	Jul. 31, 2015USD ($)employee
Subsequent Event
Number of employees to which retirement package is offered		90
Minimum age required to offer early retirement package		55 years
Minimum period of service required to offer early retirement package		15 years
Number of employees who accepted early retirement package		57
One-time severance costs | $	$ 6.7
Estimated annual savings from early retirement package | $		$ 4.8