Consolidated Communications (CNSL) 10-Q 6 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 30, 2017
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	Sep. 30, 2017
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		70,836,042
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS
Net revenues	$ 363,329	$ 191,541	$ 703,214	$ 567,258
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	145,323	85,646	287,090	246,129
Selling, general and administrative expenses	94,459	39,917	166,210	119,398
Acquisition and other transaction costs	27,139	18	30,663	266
Loss on impairment				610
Depreciation and amortization	104,406	43,224	187,084	130,855
Income (loss) from operations	(7,998)	22,736	32,167	70,000
Other income (expense):
Interest expense, net of interest income	(36,307)	(19,075)	(99,896)	(56,827)
Investment income	9,594	8,735	23,068	24,636
Other, net	28	(316)	74	(374)
Income (loss) before income taxes	(34,683)	12,080	(44,587)	37,435
Income tax expense (benefit)	(6,289)	4,991	(9,862)	22,287
Net income (loss)	(28,394)	7,089	(34,725)	15,148
Less: net income attributable to noncontrolling interest	54	77	136	211
Net income (loss) attributable to common shareholders	$ (28,448)	$ 7,012	$ (34,861)	$ 14,937
Net income (loss) per common share - basic and diluted
Net income (loss) per basic and diluted common share attributable to common shareholders (in dollars per share)	$ (0.41)	$ 0.14	$ (0.62)	$ 0.29
Dividends declared per common share (in dollars per share)	$ 0.39	$ 0.39	$ 1.16	$ 1.16

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ (28,394)	$ 7,089	$ (34,725)	$ 15,148
Pension and post-retirement obligations:
Change in prior service credit, net of tax			(814)
Amortization of actuarial losses and prior service credit to earnings, net of tax	667	679	2,400	2,036
Derivative instruments designated as cash flow hedges:
Change in fair value of derivatives, net of tax	(285)	3	(2,829)	(595)
Reclassification of realized loss to earnings, net of tax	218	159	667	466
Comprehensive income (loss)	(27,794)	7,930	(35,301)	17,055
Less: comprehensive income attributable to noncontrolling interest	54	77	136	211
Total comprehensive income (loss) attributable to common shareholders	$ (27,848)	$ 7,853	$ (35,437)	$ 16,844

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 23,314	$ 27,077
Accounts receivable, net of allowance for doubtful accounts	120,844	56,216
Income tax receivable	23,494	21,616
Prepaid expenses and other current assets	33,852	28,292
Assets held for sale	21,406
Total current assets	222,910	133,201
Property, plant and equipment, net	2,058,418	1,055,186
Investments	108,268	106,221
Goodwill	1,042,285	756,877
Other intangible assets	318,487	31,612
Other assets	10,857	9,661
Total assets	3,761,225	2,092,758
Current liabilities:
Accounts payable	14,154	6,766
Advance billings and customer deposits	45,086	26,438
Dividends payable	27,440	19,605
Accrued compensation	43,477	16,971
Accrued interest	17,183	11,260
Accrued expense	75,672	54,123
Current portion of long-term debt and capital lease obligations	28,824	14,922
Liabilities held for sale	1,075
Total current liabilities	252,911	150,085
Long-term debt and capital lease obligations	2,311,247	1,376,754
Deferred income taxes	321,355	244,298
Pension and other post-retirement obligations	340,067	130,793
Other long-term liabilities	33,996	14,573
Total liabilities	3,259,576	1,916,503
Commitments and contingencies (Note 11)
Shareholders' equity:
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 70,836,042 and 50,612,362 shares outstanding as of September 30, 2017 and December 31, 2016, respectively	708	506
Additional paid-in capital	578,218	217,725
Accumulated deficit	(34,861)
Accumulated other comprehensive loss, net	(47,853)	(47,277)
Noncontrolling interest	5,437	5,301
Total shareholders' equity	501,649	176,255
Total liabilities and shareholders' equity	$ 3,761,225	$ 2,092,758

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
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	70,836,042	50,612,362

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities
Net cash provided by operating activities	$ 125,224	$ 173,591
Cash flows from investing activities:
Business acquisition, net of cash acquired	(862,385)	(13,422)
Purchases of property, plant and equipment, net	(119,289)	(94,158)
Proceeds from sale of assets	296	71
Proceeds from business dispositions		20,892
Net cash used in investing activities	(981,378)	(86,617)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	1,031,325	31,000
Payment of capital lease obligations	(5,363)	(1,757)
Payment on long-term debt	(89,750)	(39,825)
Payment of financing costs	(16,732)
Share repurchases for minimum tax withholding	(41)	(71)
Dividends on common stock	(66,698)	(58,796)
Other	(350)
Net cash provided by (used in) financing activities	852,391	(69,449)
Increase (decrease) in cash and cash equivalents	(3,763)	17,525
Cash and cash equivalents at beginning of period	27,077	15,878
Cash and cash equivalents at end of period	$ 23,314	$ 33,403

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2017
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 communication solutions to consumer, commercial and carrier customers across a 24-state service area. We operate as both an Incumbent Local Exchange Carrier (“ILEC”) and a Competitive Local Exchange Carrier (“CLEC”), dependent upon the territory served. Leveraging our advanced fiber network spanning more than 36,000 fiber route miles, we offer local, long-distance and 9-1-1 services, high-speed broadband Internet access, video services, Voice over Internet Protocol (“VoIP”), custom calling features, private line services, carrier grade access services, network capacity services over our regional fiber optic networks, data center and managed services, directory publishing, equipment sales and cloud services. As of September 30, 2017, we had approximately 990 thousand voice connections, 784 thousand data connections and 105 thousand video connections. In the opinion of management, the accompanying unaudited 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 2016 Annual Report on Form 10-K filed with the SEC. Recent Business Developments On December 3, 2016, we entered into a definitive agreement and plan of merger (the “Merger Agreement”) with FairPoint Communications, Inc. (“FairPoint”) to acquire all the issued and outstanding shares of FairPoint in exchange for shares of our common stock. On July 3, 2017, the merger (the “Merger”) was completed and FairPoint became a wholly owned subsidiary of the Company. The financial results for FairPoint have been included in our condensed consolidated financial statements as of the acquisition date. For a more complete discussion of the transaction, refer to Note 2. Property, Plant and Equipment Property, plant and equipment consisted of the following: September 30, December 31, Estimated (In thousands) 2017 2016 Useful Lives Land and buildings $ $ - years Central office switching and transmission - years Outside plant cable, wire and fiber facilities - years Furniture, fixtures and equipment - years Assets under capital lease - years Total plant in service Less: accumulated depreciation and amortization Plant in service Construction in progress Construction inventory Totals $ $ Recent Accounting Pronouncements Effective January 1, 2017, we adopted the Accounting Standards Update (“ASU”) No. 2016-09 (“ASU 2016-09 ”), Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 amends several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, calculation of compensation expense and classification on the statement of cash flows. ASU 2016-09 requires excess tax benefits and deficiencies resulting from stock-based compensation awards vesting to be recognized as income tax expense or benefit in the income statement on a prospective basis. Previously, these amounts were recognized in additional paid-in capital (“APIC”). The impact of this change was not material for the quarter and nine months ended September 30, 2017. In addition, ASU 2016-09 requires excess tax benefits and deficiencies to be excluded from the assumed proceeds in the calculation of diluted shares when using the treasury stock method. This requirement did not impact diluted loss per share for the quarter and nine months ended September 30, 2017 as the diluted shares were excluded from the computation of loss per share. Due to our net loss for the quarter and nine months ended September 30, 2017, the inclusion of these shares would have had an anti-dilutive impact. ASU 2016-09 removed the requirement to delay recognition of excess tax benefits until it reduces current income taxes payable. This update is required to be applied on a modified retrospective basis, which resulted in a cumulative effect adjustment of $2.2 million as of January 1, 2017 to increase opening retained earnings for the cumulative impact of excess tax benefits related to our net operating loss (“NOL”) carryforwards. This amount was subsequently transferred into APIC at March 31, 2017. ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. We have elected to recognize forfeitures as they occur and the cumulative impact of this change was not material to our condensed consolidated financial statements and related disclosures. In August 2017, the Financial Accounting Standards Board (“FASB”) issued the ASU Update No. 2017-12 (“ASU 2017-12”), Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends current guidance on accounting for hedges mainly to align more closely an entity’s risk management activities and financial reporting relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, amendments in ASU 2017-12 simplify the application of hedge accounting by allowing more time to prepare hedge documentation and allowing effectiveness assessments to be performed on a qualitative basis after hedge inception. The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In May 2017, the FASB issued the ASU No. 2017-09 (“ASU 2017-09”), Scope of Modification Accounting . ASU 2017-09 clarifies the modification accounting guidance for stock compensation included in Topic 718, Compensation – Stock Compensation . ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award must be accounted for as a modification under Topic 718. The new guidance is effective prospectively for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We plan to adopt this update effective January 1, 2018 and will apply this guidance to applicable transactions after the adoption date. In March 2017, the FASB issued the ASU No. 2017-07 (“ASU 2017-07”), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 requires presentation of the service cost component of net periodic benefit cost within the same income statement line item as other compensation costs arising from services rendered by relevant employees during the period, and presentation of the other cost components of net periodic benefit cost separately and outside of the income from operations subtotal. In addition, only the service cost component is eligible for capitalization. The new guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of the annual period and should be applied retrospectively for the presentation of the service cost and prospectively for the capitalization of the service cost component in assets. We plan to adopt this update effective January 1, 2018 and do not expect a material impact on our condensed consolidated financial statements and related disclosures. In February 2017, the FASB issued the ASU No. 2017-05 (“ASU 2017-05”), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . ASU 2017-05 provides additional guidance to (i) clarify the scope for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with non-customers, and (ii) clarify the accounting for partial sales of nonfinancial assets. ASU 2017-05 is effective for annual and interim periods beginning after December 15, 2017 and can be applied using the retrospective or modified retrospective approach. We plan to adopt ASU 2017-05 as of January 1, 2018 and are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In January 2017, FASB issued the ASU No. 2017-04 (“ASU 2017-04”), Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the updated guidance, the goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance is effective for annual and interim goodwill tests in fiscal years beginning after December 15, 2019 and should be applied prospectively. Early adoption is permitted for annual and interim goodwill impairment testing performed after January 1, 2017. We plan to early adopt this update in the fourth quarter of 2017. In January 2017, the FASB issued the ASU No. 2017-01 (“ASU 2017-01”), Clarifying the Definition of a Business . ASU 2017-01 clarifies the definition of a business and establishes a screening process to determine whether an integrated set of assets and activities acquired is deemed the acquisition of a business or the acquisition of assets. ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017 and should be applied prospectively, with early adoption permitted. We plan to adopt this update as of January 1, 2018 and do not expect a material impact on our condensed consolidated financial statements and related disclosures. In October 2016, the FASB issued the ASU No. 2016-16 (“ASU 2016-16”), Intra-Entity Transfers of Assets Other Than Inventory . ASU 2016-16 eliminates the existing exception prohibiting the recognition of the income tax consequences for intra-entity asset transfers until the asset has been sold to an outside party. Under ASU 2016-16, entities will be required to recognize the income tax consequences of intra-entity asset transfers other than inventory when the transfer occurs. ASU 2016-16 is effective on a modified retrospective basis for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We currently anticipate adopting this update effective January 1, 2018 and do not expect a material impact on our condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued the ASU No. 2016-15 (“ASU 2016-15”), Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance concerning the classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance is effective for annual and interim periods beginning after December 15, 2017 and should be applied retrospectively, with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued the ASU No. 2016-13 (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments . ASU 2016-13 establishes the new “current expected credit loss” model for measuring and recognizing credit losses on financial assets based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts. The new guidance is effective on a modified retrospective basis for annual and interim periods beginning after December 15, 2019, with early adoption permitted for annual and interim periods beginning after December 15, 2018. We have not yet made a decision on the timing of adoption and are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued the ASU No. 2016-02 (“ASU 2016-02”), Leases . ASU 2016-02 establishes a new lease accounting model for leases. Lessees will be required to recognize most leases on their balance sheets but lease expense will be recognized on the income statement in a manner similar to existing requirements. ASU 2016-02 is effective on a modified retrospective basis for annual and interim periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the population of our leases and anticipate that most of our operating lease commitments will be recognized on our consolidated balance sheets. We have not yet made a decision on the timing of adoption and are continuing to assess the potential impact of this update on our condensed consolidated financial statements and related disclosures. In May 2014, the FASB issued the ASU No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) , which will replace the current revenue recognition requirements in US GAAP. The core principle of ASU 2014-09 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 requires disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Two transition methods are permitted under ASU 2014-09, the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In August 2015, the FASB issued the ASU No. 2015-14 (“ASU 2015-14”), Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 for all entities by one year. Accordingly, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. We plan to adopt this update as of January 1, 2018. In 2016, we established a cross-functional implementation team to assess the impact of ASU 2014-09 on our revenue contracts by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of this update. While we continue to assess all potential impacts of this update, we currently believe that the most significant impact relates to the deferral of contract acquisition costs, which is currently expensed as incurred, however under ASU 2014-09 will generally be capitalized and amortized over the contract performance period. Initially, we anticipated adopting this update using the full retrospective method to restate each prior reporting period presented, however, after further assessment of the impacts to our current systems, processes and internal controls as well as the transition methods allowed, we have determined that adopting this update using the modified retrospective method is more appropriate.

ACQUISITION AND DISPOSITIONS

ACQUISITION AND DISPOSITIONS	9 Months Ended
	Sep. 30, 2017
ACQUISITION AND DISPOSITIONS
ACQUISITION AND DISPOSITIONS	2. ACQUISITIONS AND DIVESTITURES Acquisitions FairPoint Communications, Inc. On December 3, 2016, we entered into a Merger Agreement with FairPoint to acquire all the issued and outstanding shares of FairPoint in exchange for shares of our common stock. FairPoint is an advanced communications provider to business, wholesale and residential customers within its service territory, which spans across 17 states. FairPoint owns and operates a robust fiber-based network with more than 21,000 route miles of fiber, including 17,000 route miles of fiber in northern New England. On July 3, 2017, the acquisition of FairPoint was completed, and as a result, FairPoint became a wholly-owned subsidiary of the Company. 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, par value of $0.01 per share, of FairPoint issued and outstanding immediately prior to the effective time of the Merger converted into and became the right to receive 0.7300 shares of common stock, par value $0.01 per share, of Consolidated and cash in lieu of fractional shares, as set forth in the Merger Agreement. Based on the closing price of our common stock on the last complete trading day prior to the effective date of the Merger, the total value of the consideration to be exchanged was $431.0 million, exclusive of debt of approximately $919.3 million. On the date of the Merger, we issued an approximate aggregate total of 20.1 million shares of our common stock to the former FairPoint stockholders and we assumed approximately 2,615,153 outstanding warrants, each eligible to purchase one share of the Company’s common stock at an exercise price of $66.86 per share, subject to adjustment in accordance with the warrant agreement, and exercisable any time on or prior to January 24, 2018. In connection with the Merger, we secured committed debt financing through a $935.0 million incremental term loan facility, as described in Note 6, that, in addition to cash on hand and other sources of liquidity, was used to repay certain existing indebtedness of FairPoint and to pay the fees and expenses in connection with the Merger. 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. The preliminary estimated fair value of the tangible and intangible assets acquired and liabilities assumed are as follows: (In thousands) Cash and cash equivalents $ 56,980 Accounts receivable 62,805 Other current assets 22,171 Assets held for sale 21,417 Property, plant and equipment 1,045,471 Intangible assets 303,080 Other long-term assets 2,685 Total assets acquired 1,514,609 Current liabilities 123,194 Liabilities held for sale 1,016 Pension and other post-retirement obligations 222,162 Deferred income taxes 89,137 Other long-term liabilities 14,190 Total liabilities assumed 449,699 Net fair value of assets acquired 1,064,910 Goodwill 285,408 Total consideration transferred $ 1,350,318 The fair values of the assets acquired and liabilities assumed are based on a preliminary valuation, which is subject to change within the measurement period. Upon completion of the final fair value assessment, the fair values of the net assets acquired may differ from the preliminary assessment and such changes could be material. We are in the process of finalizing the valuation of the net assets acquired, most notably, the valuation of property, plant and equipment, intangible assets, pension and other post-retirement obligations and deferred income taxes. 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. Goodwill recognized from the acquisition primarily relates to the expected contributions of the entity to the overall corporate strategy and the synergies expected to be realized from the acquisition. Amortization of goodwill is not deductible for income tax purposes. Based on the preliminary valuation analysis, the identifiable intangible assets acquired consisted of customer relationships of $300.2 million, tradenames of $1.1 million and non-compete agreements of $1.8 million. The identifiable intangible assets are amortized using the straight-line method over their preliminary estimated useful lives, which is seven to eleven years for customer relationships depending on the nature of the customer, six months for tradenames and one year for non-compete agreements. As discussed in the “Divestures” section below, we have committed to a formal plan to sell certain assets of FairPoint and these assets have been classified as held for sale at the acquisition date. In connection with the classification as assets held for sale at the acquisition date, the carrying value of these assets was recorded at their estimated fair value of approximately $20.4 million, which was determined based on the estimated selling price less costs to sell. The results of operations of FairPoint have been reported in our condensed consolidated financial statements as of the effective date of the acquisition. For the quarter ended September 30, 2017, FairPoint contributed operating revenues of $198.0 million and a net loss of $2.9 million, which included $10.2 million in acquisition related costs. Upon closing of the FairPoint acquisition or shortly thereafter, various triggering events occurred which resulted in the payment of various change in control payments and other contingent payments to certain FairPoint employees. The estimated cash payments under these agreements will be approximately $9.8 million of which $8.7 million was recognized during the quarter ended September 30, 2017 and $0.5 million is expected to be paid during the quarter ended December 31, 2017 with the remainder due in 2018 and 2019. Unaudited Pro Forma Results The following unaudited pro forma information presents our results of operations as if the acquisition of FairPoint occurred on January 1, 2016. The adjustments to arrive at the pro forma information below included adjustments for depreciation and amortization on the acquired tangible and intangible assets acquired, interest expense on the debt incurred to finance the acquisition and to repay certain existing indebtedness of FairPoint, 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 the acquisition. Quarter Ended Nine Months Ended September 30, September 30, (Unaudited; in thousands, except per share amounts) 2017 2016 2017 2016 Operating revenues $ $ $ $ Income from operations $ $ $ $ Net income (loss) $ $ $ $ Less: net income attributable to noncontrolling interest Net income (loss) attributable to common stockholders $ $ $ $ Net income (loss) per common share-basic and diluted $ (0.01) $ 0.60 $ (0.15) $ 1.34 Transaction costs related to the acquisition of FairPoint were $27.0 million and $30.2 million during the quarter and nine months ended September 30, 2017, respectively, which are included in acquisition and other transaction costs in the condensed consolidated statements of operations. These costs are considered to be non-recurring in nature and therefore pro forma adjustments have been made to exclude these costs from the pro forma results of operations. 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. Champaign Telephone Company, Inc. On July 1, 2016, we acquired substantially all of the assets of Champaign Telephone Company, Inc. and its sister company, Big Broadband Services, LLC, a private business communications provider in the Champaign-Urbana, IL area. The aggregate purchase price, including customary working capital adjustments, consisted of cash consideration of $13.4 million, which was paid from our existing cash resources. The fair value of the acquired assets and liabilities assumed consisted primarily of property, plant and equipment of $6.9 million, intangible assets of $1.0 million, working capital of $0.8 million and goodwill of $4.7 million. Goodwill and other intangible assets are expected to be amortizable and deductible for income tax purposes. Divestitures In August 2017, we committed to a formal plan to sell certain assets of FairPoint. Accordingly, the net assets have been classified as held for sale in the condensed consolidated balance sheet. The expected sale of these assets has not been reported as discontinued operations in the condensed consolidated statements of operations as the annual revenues of these operations is less than 1% of the consolidated operating revenues. The estimated fair value of the net assets held for sale was determined based on the estimated selling price less costs to sell and was classified as Level 2 within the fair value hierarchy at September 30, 2017. The classes of assets and liabilities to be sold and classified as held for sale consisted of the following: (In thousands) Current assets $ 235 Property, plant and equipment 4,342 Goodwill 16,829 Total assets $ 21,406 Current liabilities $ 773 Deferred taxes 302 Total liabilities $ 1,075 On December 6, 2016, we completed the sale of substantially all of the assets of the Company’s Enterprise Services equipment and IT Services business (“EIS”) to ePlus Technology inc. (“ePlus”) for cash proceeds of $9.2 million net of a customary working capital adjustment. As part of the transaction, we entered into a Co-Marketing Agreement with ePlus, a nationwide systems integrator of technology solutions, to cross-sell both broadband network services and IT services. The strategic partnership will provide our business customers access to a broader suite of IT solutions, and will also provide ePlus customers access to Consolidated’s business network services. On May 3, 2016, we entered into a definitive agreement to sell all of the issued and outstanding stock of our non-core, rural ILEC business located in northwest Iowa, Consolidated Communications of Iowa Company (“CCIC”), formerly Heartland Telecommunications Company of Iowa. CCIC provides telecommunications and data services to residential and business customers in 11 rural communities in northwest Iowa and surrounding areas. The sale was completed on September 1, 2016 for total cash proceeds of approximately $21.0 million, net of certain contractual and customary working capital adjustments. In connection with the sale, during the quarter and nine months ended September 30, 2016, we recognized a loss of $0.3 million and $0.9 million, respectively, which is included in other, net in the condensed consolidated statement of operations. We recognized a taxable gain on the transaction resulting in current income tax expense of $7.2 million during the nine months ended September 30, 2016 to reflect the tax impact of the divestiture. See Note 10 for additional income tax related information regarding this transaction.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2017
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE	3. EARNINGS (LOSS) PER SHARE Basic and diluted earnings (loss) per common share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for each class of common stock and participating securities considering 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. With the acquisition of FairPoint in 2017, we assumed approximately 2,615,153 warrants outstanding, each eligible to purchase one share of the Company’s common stock at an exercise price of $66.86 per share. The potentially dilutive impact of the Company’s restricted stock awards and warrants is determined using the treasury stock method. Under the treasury stock method, if the average market price during the period exceeds the exercise price, these instruments are treated as if they had been exercised with the proceeds of exercise used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and repurchased is included in the diluted share computation. Potentially dilutive shares exclude warrants in accordance with the treasury stock method primarily due to the exercise price exceeding the average market price during the period. 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 computation of basic and diluted EPS attributable to common shareholders computed using the two‑class method is as follows: Quarter Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2017 2016 2017 2016 Net income (loss) $ (28,394) $ 7,089 $ (34,725) $ 15,148 Less: net income attributable to noncontrolling interest 54 77 136 211 Income (loss) attributable to common shareholders before allocation of earnings to participating securities (28,448) 7,012 (34,861) 14,937 Less: earnings allocated to participating securities 127 131 291 393 Net income (loss) attributable to common shareholders, after earnings allocated to participating securities $ (28,575) $ 6,881 $ (35,152) $ 14,544 Weighted-average number of common shares outstanding 69,830 50,294 56,955 50,292 Net income (loss) per common share attributable to common shareholders - basic and diluted $ (0.41) $ 0.14 $ (0.62) $ 0.29 Diluted EPS attributable to common shareholders for each of the quarters ended September 30, 2017 and 2016 excludes 0.4 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 each of the nine months ended September 30, 2017 and 2016, diluted EPS attributable to common shareholders exclude 0.3 million potential common shares that could be issued under our share-based compensation plan.

INVESTMENTS

INVESTMENTS	9 Months Ended
	Sep. 30, 2017
INVESTMENTS
INVESTMENTS	4. INVESTMENTS Our investments are as follows: September 30, December 31, (In thousands) 2017 2016 Cash surrender value of life insurance policies $ 2,229 $ 2,156 Cost method investments: GTE Mobilnet of South Texas Limited Partnership (2.34% interest) 21,450 21,450 Pittsburgh SMSA Limited Partnership (3.60% interest) 22,950 22,950 CoBank, ACB Stock 9,105 8,138 Other 318 200 Equity method investments: GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest) 17,439 17,160 Pennsylvania RSA 6(I) Limited Partnership (16.67% interest) 7,172 6,540 Pennsylvania RSA 6(II) Limited Partnership (23.67% interest) 27,605 27,627 Totals $ 108,268 $ 106,221 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, 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. No factors of impairment existed for any of the investments during the quarters or nine months ended September 30, 2017 or 2016. For the quarters ended September 30, 2017 and 2016, we received cash distributions from these partnerships totaling $4.3 million and $3.1 million, respectively. For each of the nine months ended September 30, 2017 and 2016, we received cash distributions from these partnerships totaling $9.6 million. 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 September 30, 2017 and 2016, we received cash distributions from these partnerships totaling $4.3 million and $5.5 million, respectively. For the nine months ended September 30, 2017 and 2016, we received cash distributions from these partnerships totaling $12.4 million and $13.6 million, respectively. The combined unaudited results of operations and financial position of our three equity investments in the cellular limited partnerships are summarized below: Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Total revenues $ 78,783 $ 83,149 $ 248,615 $ 247,691 Income from operations 23,436 24,690 69,243 77,083 Net income before taxes 23,069 24,295 68,111 75,880 Net income 23,069 24,295 68,111 75,880 September 30, December 31, (In thousands) 2017 2016 Current assets $ 69,991 $ 64,083 Non-current assets 94,387 89,651 Current liabilities 25,186 21,985 Non-current liabilities 50,972 51,836 Partnership equity 88,220 79,913

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2017
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 and are categorized within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and observable market data of similar instruments. See Note 7 for further discussion regarding our interest rate swap agreements. Our interest rate swap agreements measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 were as follows: As of September 30, 2017 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Long-term interest rate swap assets $ 390 $ - $ 390 $ - Current interest rate swap liabilities (668) - (668) - Long-term interest rate swap liabilities (5,371) - (5,371) - Total $ (5,649) $ - $ (5,649) $ - As of December 31, 2016 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Long-term interest rate swap assets $ 398 $ - $ 398 $ - Current interest rate swap liabilities (453) - (453) - Long-term interest rate swap liabilities (216) - (216) - Total $ (271) $ - $ (271) $ - 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. The following table presents the other financial instruments that are not carried at fair value but which require fair value disclosure as of September 30, 2017 and December 31, 2016 . As of September 30, 2017 As of December 31, 2016 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Investments, equity basis $ 52,216 n/a $ n/a Investments, at cost $ 53,823 n/a $ n/a Long-term debt, excluding capital leases $ 2,331,493 $ 2,264,771 $ $ Cost & Equity Method Investments Our investments as of September 30, 2017 and December 31, 2016 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 the 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	9 Months Ended
	Sep. 30, 2017
LONG-TERM DEBT
LONG-TERM DEBT	6. LONG-TERM DEBT Long-term debt, presented net of unamortized discounts, consisted of the following: September 30, December 31, (In thousands) 2017 2016 Senior secured credit facility: Term loans, net of discounts of $8,676 and $4,662 at September 30, 2017 and December 31, 2016, respectively $ 1,817,324 $ 893,088 Revolving loan 18,000 — 6.50% Senior notes due 2022, net of discount of $3,831 and $4,302 at September 30, 2017 and December 31, 2016, respectively 496,169 495,698 Capital leases 23,313 16,857 2,354,806 1,405,643 Less: current portion of long-term debt and capital leases (28,824) (14,922) Less: deferred debt issuance costs (14,735) (13,967) Total long-term debt $ 2,311,247 $ 1,376,754 Credit Agreement In October 2016, the Company, through certain of its wholly owned subsidiaries, entered into a Third Amended and Restated Credit Agreement with various financial institutions (as amended, the “Credit Agreement”). The Credit Agreement consists of a $110.0 million revolving credit facility, an initial term loan in the aggregate amount of $900.0 million (the “Initial Term Loan”) and an incremental term loan in the aggregate amount of $935.0 million (the “Incremental Term Loan”), collectively (the “Term Loans”). The Incremental Term Loan was issued on July 3, 2017 upon completion of the FairPoint Merger, as described below. The Credit Agreement also includes an incremental loan facility which provides the ability to borrow, subject to certain terms and conditions, incremental loans in an aggregate amount of up to the greater of (a) $300.0 million and (b) an amount which would cause its senior secured leverage ratio not to exceed 3.00:1.00 (the “Incremental Facility”). Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries, with the exception of Consolidated Communications of Illinois Company and our majority-owned subsidiary, East Texas Fiber Line Incorporated. As a result of the Merger, certain of the FairPoint subsidiaries acquired in the Merger (the “FairPoint Guarantors”) were required to guarantee certain obligations under the Credit Agreement and to pledge as collateral all assets and property. The Initial Term Loan was issued in an original aggregate principal amount of $900.0 million with a maturity date of October 5, 2023, but is subject to earlier maturity on March 31, 2022 if the Company’s unsecured Senior Notes due in October 2022 are not repaid in full or redeemed in full on or prior to March 31, 2022. The Initial Term Loan contains an original issuance discount of 0.25% or $2.3 million, which is being amortized over the term of the loan. The Initial Term Loan requires quarterly principal payments of $2.25 million and has an interest rate of 3.00% plus the London Interbank Offered Rate (“LIBOR“) subject to a 1.00% LIBOR floor. In connection with the execution of the Merger Agreement, in December 2016, the Company entered into two amendments to its Credit Agreement to secure committed financing related to the acquisition of FairPoint. On December 14, 2016, we entered into Amendment No. 1 to the Credit Agreement and on December 21, 2016, the Company entered into Amendment No. 2 to the Credit Agreement, pursuant to which a syndicate of lenders agreed to provide an incremental term loan in an aggregate principal amount of up to $935.0 million under the Credit Agreement, subject to the satisfaction of certain conditions. The Incremental Term Loan was made pursuant to the Incremental Facility set forth in the Credit Agreement. Fees of $2.5 million paid to the lenders in connection with Amendment No. 1 are reflected as an additional discount on the Initial Term Loan and are being amortized over the term of the debt as interest expense. Ticking fees accrued on the incremental term loan commitments from January 15, 2017 through the July 3, 2017 Merger closing date at a rate of 3.00% plus LIBOR subject to a 1.00% LIBOR floor and became due and payable on the closing date. In connection with entering into the committed financing, commitment fees of $14.0 million were capitalized in December 2016 and were amortized to interest expense over the term of the commitment period through July 2017. On July 3, 2017, the Merger with FairPoint was completed and the net proceeds from the incurrence of the Incremental Term Loan were used, in part, to repay and redeem certain existing indebtedness of FairPoint and to pay certain fees and expenses in connection with the Merger and the related financing. The Incremental Term Loan included an original issue discount of 0.50% and has the same maturity date and interest rate as the Initial Term Loan. The Incremental Term Loan requires quarterly principal payments of $2.34 million beginning in December 2017. In addition, effective contemporaneously with the Merger, the Company entered into Amendment No. 3 to the Credit Agreement to increase the permitted amount of outstanding letters of credit from $15.0 million to $20.0 million and to provide that certain existing letters of credit of FairPoint be deemed to be letters of credit under the Credit Agreement. Our revolving credit facility has a maturity date of October 5, 2021 and has an interest rate, at the election of the Company, of (i) a margin between 2.50% and 3.25% plus LIBOR or (ii) a margin between 1.50% and 2.25% plus the alternate base rate, in each case depending on our total net leverage ratio. Based on our leverage ratio as of September 30, 2017, the borrowing margin for the three month period ending December 31, 2017 will be at a weighted-average margin of 3.00% f or 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 September 30, 2017, borrowings of $18.0 million were outstanding under the revolving credit facility. T here were no outstanding borrowings under the revolving credit facility at December 31, 2016. Stand-by letters of credit of $19.1 million were outstanding under our revolving credit facility as of September 30, 2017. The stand-by letters of credit are renewable annually and reduce the borrowing availability under the revolving credit facility. As of September 30, 2017, $72.9 million was available for borrowing under the revolving credit facility. The weighted-average interest rate on outstanding borrowings under our credit facility was 4.24% and 4.00% as of September 30, 2017 and December 31, 2016, respectively . Interest is payable at least quarterly . 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 certain 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 September 30, 2017, 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 September 30, 2017, and including the $27.4 million dividend paid on November 1, 2017, we had $257.0 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 or interest coverage ratio as of the end of any fiscal quarter is greater than 5.25:1.00 or less than 2.25:1.00, respectively. As of September 30, 2017, our total net leverage ratio under the Credit Agreement was 3.98:1.00, and our interest coverage ratio was 6.67:1.00. Senior Notes 6.50% Senior Notes due 2022 In September 2014, we completed an offering of $200.0 million aggregate principal amount of 6.50% Senior Notes due in October 2022 (the “Existing Notes”). The Existing Notes were priced at par, which resulted in total gross proceeds of $200.0 million. On June 8, 2015, we completed an additional offering of $300.0 million in aggregate principal amount of 6.50% Senior Notes due 2022 (the “New Notes” and together with the Existing Notes, the “Senior Notes”). The New Notes were issued as additional notes under the same indenture pursuant to which the Existing Notes were previously issued on in September 2014. 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 is being amortized using the effective interest method over the term of the notes. The Senior 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 Senior Notes, and we and certain of our wholly‑owned subsidiaries have fully and unconditionally guaranteed the Senior Notes. The Senior Notes are senior unsecured obligations of the Company. In July 2017, as a result of the FairPoint Guarantors becoming guarantors under the Credit Agreement, substantially all of the FairPoint Guarantors were also required to guarantee the Senior Notes. In October 2015, we completed an exchange offer to register all of the Senior Notes under the Securities Act of 1933 (“Securities Act”). The terms of the registered Senior Notes are substantially identical to those of the Senior Notes prior to the exchange, except that the Senior Notes are now registered under the Securities Act and the transfer restrictions and registration rights previously applicable to the Senior Notes no longer apply to the registered Senior Notes. The exchange offer did not impact the aggregate principal amount or the remaining terms of the Senior Notes outstanding. Senior Notes Covenant Compliance Subject to certain exceptions and qualifications, the indenture governing the Senior 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 Senior 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 not yet reflected in historical results. As of September 30, 2017, this ratio was 3.82:1.00. 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 $406.1 million have been paid since May 30, 2012, including the quarterly dividend declared in August 2017 and paid on November 1, 2017, there was $799.5 million of the $1,205.6 million of cumulative consolidated cash flow since May 30, 2012 available to pay dividends as of September 30, 2017. As of September 30, 2017, the Company was in compliance with all terms, conditions and covenants under the indenture governing the Senior Notes. Capital Leases We lease certain facilities and equipment under various capital leases which expire between 2017 and 2022. As of September 30, 2017, the present value of the minimum remaining lease commitments was approximately $23.3 million, of which $10.5 million was due and payable within the next twelve months. The leases require total remaining rental payments of $25.2 million as of September 30, 2017, of which $3.0 million will be paid to LATEL LLC, a related party entity.

DERIVATIVE FINANCIAL INSTRUMENT

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2017
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 as of September 30, 2017: Notional (In thousands) Amount 2017 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ 100,000 Other assets $ 390 Fixed to 1-month floating LIBOR (with floor) $ 600,000 Accrued expense Series of forward starting fixed to 1-month floating LIBOR (with floor) $ 2,010,000 Other long-term liabilities Total Fair Values $ The following interest rate swaps were outstanding as of December 31, 2016: Notional (In thousands) Amount 2016 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ Other assets $ Fixed to 1-month floating LIBOR (with floor) $ Accrued expense 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. In connection with the acquisition of FairPoint, during the quarter ended June 30, 2017, we entered into a series of four deal contingent forward-starting interest rate swap agreements each with a term of one year which begin at various dates between July 2017 and July 2020 and mature between July 2018 and July 2021. The forward starting interest rate swap agreements have a notional value ranging from $450.0 million to $705.0 million. These interest rate swap agreements have been designated as cash flow hedges. In conjunction with the refinancing of our Credit Agreement in October 2016 as discussed in Note 6, the interest rate swaps outstanding at that time were simultaneously de-designated and re-designated as cash flow hedges of future anticipated interest payments associated with our variable rate debt. 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 terms of the respective interest rate swap agreements. The interest rate swap agreements mature on various dates through September 2019. As of September 30, 2017 and December 31, 2016, the total pre-tax deferred loss related to our interest rate swap agreements included in AOCI was $3.8 million and $0.2 million, respectively. The estimated amount of losses included in AOCI as of September 30, 2017 that will be recognized in earnings in the next twelve months is approximately $2.4 million. Information regarding our cash flow hedge transactions is as follows: Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Unrealized loss recognized in AOCI, pretax $ (528) $ 5 $ (4,658) $ (968) Deferred losses reclassified from AOCI to interest expense $ (369) $ (259) $ (1,098) $ (758) Gain (loss) recognized in interest expense from ineffectiveness $ 269 $ — $ (1,031) $ —

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2017
EQUITY
EQUITY	8. EQUITY Share-Based Compensation The following table summarizes total compensation costs recognized for share-based payments during the quarters and nine-month periods ended September 30, 2017 and 2016: Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Restricted stock $ $ $ $ 1,588 Performance shares 1,078 Total $ $ $ $ 2,666 Share-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations . As of September 30, 2017, total unrecognized compensation cost related to non-vested Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”) was $5.1 million and will be recognized over a weighted-average period of approximately 1.8 years. The following table summarizes the RSA and PSA activity for the nine-month period ended September 30, 2017: RSAs PSAs Weighted Weighted Average Grant Average Grant Shares Date Fair Value Shares Date Fair Value Non-vested shares outstanding - January 1, 2017 93,662 $ 22.34 109,160 $ 20.12 Shares granted 124,100 $ 23.12 36,982 $ 23.27 Shares vested (4,708) $ 22.30 — $ — Shares forfeited, cancelled or retired (4,384) $ 22.47 (3,507) $ 20.68 Non-vested shares outstanding - September 30, 2017 208,670 $ 22.80 142,635 $ 20.92 Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss, net of tax, by component for the nine-month period ended September 30, 2017: Pension and Post-Retirement Derivative (In thousands) Obligations Instruments Total Balance at December 31, 2016 $ (47,150) $ (127) $ (47,277) Other comprehensive income before reclassifications (814) (2,829) (3,643) Amounts reclassified from accumulated other comprehensive loss 2,400 667 3,067 Net current period other comprehensive income 1,586 (2,162) (576) Balance at September 30, 2017 $ (45,564) $ (2,289) $ (47,853) The following table summarizes reclassifications from accumulated other comprehensive loss for the quarters and nine-month periods ended September 30, 2017 and 2016: Quarter Ended September 30, Nine Months Ended September 30, Affected Line Item in the (In thousands) 2017 2016 2017 2016 Statement of Income Amortization of pension and post-retirement items: Prior service credit $ $ $ $ (a) Actuarial loss (a) Total before tax Tax benefit $ $ $ $ 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 other post-retirement benefit plans. See Note 9 for further discussion regarding our pension and other post-retirement benefit plans.

PENSION PLAN AND OTHER POST-RET

PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS	9 Months Ended
	Sep. 30, 2017
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 under collective bargaining agreements who fulfill minimum age and service requirements. Certain salaried employees are also covered by the Retirement Plan, although these benefits have previously been frozen. The Retirement Plan is closed to all new entrants. Benefits for eligible participants under collective bargaining agreements are accrued based on a cash balance benefit plan. As part of our acquisition of FairPoint, we assumed sponsorship of its two non-contributory qualified defined benefit pension plans (together, the “Qualified Pension Plan”). The Qualified Pension Plan for certain non-management employees under collective bargaining agreements is closed to new participants and benefits have previously been frozen. For existing participants, benefit accruals are capped at 30 years of total credited service. The Qualified Pension Plan for certain management employees has previously been frozen and all future benefit accruals for existing participants have ceased. We also have two non-qualified supplemental retirement plans (the “Supplemental Plans” and, together with the Retirement Plan and the Qualified Pension Plan, the “Pension Plans”). The Supplemental Plans provide supplemental retirement benefits to certain former employees by providing for incremental pension payments to partially offset the reduction of the amount 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 Pension Plans for the quarters and nine-month periods ended September 30, 2017 and 2016: Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Service cost $ $ 86 $ $ 258 Interest cost 4,072 12,218 Expected return on plan assets (5,159) (15,477) Net amortization loss 1,356 4,067 Net prior service credit amortization (114) (343) Curtailment gain — — — Net periodic pension (benefit) cost $ $ 241 $ $ 723 In May 2017, the Retirement Plan was amended to freeze benefit accruals under the cash balance benefit plan for certain participants under collective bargaining agreements effective as of June 30, 2017. As a result of this amendment, we recognized a pre-tax curtailment gain of $1.3 million as a component of net periodic pension cost during the nine-month period ended September 30, 2017. The weighted-average assumptions used to determine net periodic pension benefit cost for the Pension Plans were as follows: Discount rate Expected long-term rate of return on plan assets Other Non-qualified Deferred Compensation Agreements We are also 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 $0.2 million for each of the nine-month periods ended September 30, 2017 and 2016, respectively. No payments were made during the quarters ended September 30, 2017 and 2016. The net present value of the remaining obligations was approximately $1.8 million and $2.0 million as of September 30, 2017 and December 31, 2016, respectively, and is included in pension and other post-retirement benefit obligations in the accompanying condensed consolidated balance sheets . We also maintain 25 life insurance policies on certain of the participating former directors and employees. We recognized $0.2 million in life insurance proceeds as other non-operating income in the nine-month period ended September 30, 2016. We did not recognize any life insurance proceeds during the quarter and nine-month period ended September 30, 2017. The excess of the cash surrender value of the remaining life insurance policies over the notes payable balances related to these policies totaled $2.2 million as of each of September 30, 2017 and December 31, 2016. These amounts are included in investments in the accompanying condensed consolidated balance sheets. Cash principal payments for the policies and any proceeds from the policies are classified as operating activities in the condensed consolidated statements of cash flows. Post-retirement Benefit Obligations We sponsor 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 is funded by assets that are separately designated within the Retirement Plan for the sole purpose of providing payments of retiree medical benefits for this specific plan. In connection with the acquisition of FairPoint, we have acquired its post-retirement benefit plan as of the date of acquisition. The post-retirement benefit plan provides medical, dental and life insurance benefits to certain eligible employees and in some instances, to their spouses and families. The post-retirement benefit plan is unfunded and the Company funds the benefits that are paid. The following table summarizes the components of the net periodic cost for our Post-retirement Plans for the quarters and nine-month periods ended September 30, 2017 and 2016: Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Service cost $ $ 151 $ $ 451 Interest cost 505 1,515 Expected return on plan assets (37) (111) Net amortization gain (43) — (130) — Net prior service credit amortization (131) (391) Net periodic post-retirement benefit cost $ $ 488 $ $ 1,464 A weighted-average discount rate of 3.94% was used to determine the net periodic cost for the post-retirement plans. Contributions We expect to contribute approximately $13.2 million to our Pension Plans and $6.6 million to our Post-retirement Plans in 2017. As of September 30, 2017, we have contributed $7.6 million and $4.2 million of the annual contribution to the Pension Plans and Post-retirement Plans, respectively.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2017
INCOME TAXES
INCOME TAXES	10. INCOME TAXES Due to the acquisition of FairPoint on July 3, 2017, we recognized an increase in unrecognized tax benefits of $4.0 million, which were recorded as a reduction of the Company’s federal and state NOL carryforwards. As of September 30, 2017 and December 31, 2016, our total unrecognized tax benefits were $4.0 million and $0.1 million, respectively. The net amount of unrecognized tax benefits that, if recognized, would result in an impact to the effective tax rate is $3.8 million as of September 30, 2017 and less than $0.1 million as of December 31, 2016. In addition, during the nine months ended September 30, 2017, we recorded a decrease of $0.1 million to our unrecognized tax benefits, which reduced our tax expense by less than $0.1 million due to reductions for tax positions in prior years. We do not expect any material change in our unrecognized tax benefits during the remainder of 2017. Our practice is to recognize interest and penalties related to income tax matters in interest expense and selling, general and administrative expenses, respectively. As of September 30, 2017, we did not have a material liability for interest or penalties and had no material interest or penalty expense. The periods subject to examination for our federal return are years 2014 through 2016. The periods subject to examination for our state returns are years 2012 through 2016. In addition, prior tax years may be subject to examination by federal or state taxing authorities if the Company's NOL carryovers from those prior years are utilized in the future. We are currently under examination by a state taxing authority. We do not expect any settlement or payment that may result from the examination to have a material effect on our results or cash flows. Our effective tax rate was 18.1 % and 41.3% for the quarters ended September 30, 2017 and 2016, respectively and 22.1% and 59.5% for the nine-month periods ended September 30, 2017 and 2016, respectively . The acquisition of FairPoint on July 3, 2017 resulted in changes to our unitary state filings and correspondingly the Company’s state deferred income taxes. These changes resulted in a net increase of $5.2 million to our net state deferred tax liabilities and a corresponding increase to our state tax provision. The Company also incurred non-deductible expenses in relation to the acquisition that resulted in an increase to our tax provision of $2.3 million. We recognized these in the quarter ended September 30, 2017. In addition, the Company recorded a number of purchase accounting entries related to the FairPoint deferred tax balances as of the acquisition date. These included release of a portion of the valuation allowances, state deferred tax rate changes and nondeductible transaction expenses. On September 1, 2016, we completed the sale of all the issued and outstanding stock of CCIC in a taxable transaction. As a result, we recorded an increase to our current tax expense of $7.2 million to reflect the tax impact of the transaction during the nine months ended September 30, 2016. In addition, for the quarter and nine-month periods ended September 30, 2017 and 2016, the effective tax rate differed from the federal and state statutory rates due to various permanent income tax differences and differences in allocable income for the Company’s state tax filings. Exclusive of these adjustments, our effective tax rate would have been approximately 42.2% and 39.2% for the quarters ended September 30, 2017 and 2016, respectively and 39.4% and 38.8% for the nine-month periods ended September 30, 2017 and 2016, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2017
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Litigation, Regulatory Proceedings and Other Contingencies FairPoint On March 3, 2017, an alleged class action complaint was filed by a purported stockholder of the Company in the Court of Chancery of the State of Delaware ( the “Court”) captioned Vento v. Currey, et al. (Case No. 2017-0157) against the members of the Company’s board of directors ( the “Delaware Action”). The lawsuit is related to our Merger Agreement with FairPoint. Among other things, the lawsuit alleged that the members of the Company’s board of directors breached their fiduciary duties in connection with soliciting approval of the Company’s stockholders of the issuance of the Company’s common stock to stockholders of FairPoint in the Merger contemplated by the Merger Agreement (the “Stockholder Vote”) because Amendment No. 1 to the Registration Statement on Form S-4 filed by the Company on February 24, 2017 failed to disclose allegedly material information relating to the retention, compensation and financial incentives of a financial advisor to the Company in connection with the proposed Merger. The plaintiff sought, among other relief, to enjoin the Stockholder Vote. On March 14, 2017, the plaintiff filed a motion for preliminary injunction to enjoin the Stockholder Vote until such time as certain information concerning the financial interests of the Company’s financial advisor in the proposed Merger were fully disclosed. On March 22, 2017, the Court issued a letter decision stating that it would preliminarily enjoin the Stockholder Vote (the “Injunction”) until five days after such time as the Company had supplemented its disclosures to include a clear and direct explanation of the amount of financing-related fees that the Company’s financial advisor, Morgan Stanley & Co. LLC, or any of its affiliates stands to receive in connection with the Merger if the Merger is consummated. In response to the Injunction, in order to provide a clear and direct explanation of the amount of financing-related fees that Morgan Stanley & Co. LLC or any of its affiliates stands to receive in connection with the Merger, and to provide additional information to its stockholders, the Company supplemented the Joint Proxy Statement/Prospectus filed in connection with the Merger Agreement as described in the Company’s Current Report on Form 8-K filed on March 22, 2017 at a time and in a manner that would not cause any delay of the special meeting of the Company’s stockholders, which was scheduled to be held on March 28, 2017, or the Merger. Subsequently on March 22, 2017, the Court entered an order that, among other things, vacated the Injunction, dismissed the Delaware Action as moot, and allowed the special meeting of the Company’s stockholders, which was held on March 28, 2017, to proceed as scheduled. The Court retained jurisdiction solely for the purpose of determining the plaintiff’s counsel’s application for an award of attorneys’ fees and reimbursement of expenses. At a special meeting of the Company’s stockholders, the issuance of the Company’s common stock to stockholders of FairPoint in the Merger received the affirmative vote of approximately 98% of the shares voted. The Merger closed on July 3, 2017. Following the Stockholder Vote and through the closing of the Merger, the parties, through their respective counsel, engaged in arm’s length negotiations to resolve plaintiff’s counsel’s claim for an award of attorneys’ fees and expenses for a payment of $0.345 million to plaintiff’s counsel by the Company, which payment has not been approved or ruled upon by the Court. The Delaware Action is now closed. Access Charges In 2014, Sprint Communications Company L.P. (“Sprint”) along with MCI Communications Services, Inc. and Verizon Select Services Inc. (collectively, “Verizon”) filed lawsuits against certain entities of the Company including FairPoint, and many other Local Exchange Carriers (collectively, “LECs”) throughout the country challenging the switched access charges LECs assessed Sprint and Verizon, as interexchange carriers (“IXCs”), for certain calls originating from or terminating to mobile devices that are routed to or from these LECs through these IXCs. The plaintiffs’ position is based on their interpretation of federal law, among other things, and they are seeking refunds of past access charges paid for such calls. The disputed amounts total $4.8 million and cover periods dating back as far as 2006. CenturyLink, Inc. and its LEC subsidiaries (collectively “CenturyLink”), requested that the U.S. Judicial Panel on Multidistrict Litigation (the “Panel”), which has the authority to transfer the pretrial proceedings to a single court for multiple civil cases involving common questions of fact, transfer and consolidate these cases in one court. The Panel granted CenturyLink’s request and ordered that these cases be transferred to and centralized in the U.S. District Court for the Northern District of Texas (the “U.S. District Court”). On November 17, 2015, the U.S. District Court dismissed these complaints based on its interpretation of federal law and held that LECs could assess switched access charges for the calls at issue (the “November 2015 Order”). The November 2015 Order also allowed the plaintiffs to amend their complaints to assert claims that arise under state laws independent of the dismissed claims asserted under federal law. While Verizon did not make such a filing, on May 16, 2016, Sprint filed amended complaints and on June 30, 2016, the LEC defendants named in such complaints filed, among other things, a Joint Motion to Dismiss them, which the U.S. District Court granted on May 3, 2017. Relatedly, in 2016, numerous LECs across the country, including a number of our LEC entities and FairPoint, filed complaints in various U.S. district courts against Level 3 Communications, LLC and certain of its affiliates (collectively, “Level 3”) for its failure to pay access charges for certain calls that the November 2015 Order held could be assessed by LECs. The total amount of the Company’s LEC entities including FairPoint, seek from Level 3 in this proceeding is at least approximately $1.6 million, excluding late payment charges/penalties and attorneys’ fees. These complaint cases were transferred to and included in the above-referenced consolidated proceeding before the U.S. District Court. Level 3 filed a Motion to Dismiss these complaints that, in part, repeated arguments the November 2015 Order rejected. On March 22, 2017, the U.S. District Court denied Level 3’s Motion to Dismiss (“March 2017 Order”). On June 1, 2017, the U.S. District Court adopted a scheduling order in the consolidated cases that established deadlines on how the claims at issue (“intraMTA claims”) would be addressed in upcoming aspects of the proceeding. Once the proceeding before the U.S. District Court on the intraMTA claims becomes final, including resolution of any related counterclaims, Sprint, Verizon, and Level 3 are expected to appeal the U.S. District Court’s November 2015 and March 2017 Orders. Absent a decision by an appellate court that overturns these Orders, it could be difficult for Sprint or Verizon to succeed on its claims against us or for Level 3 to avoid paying the access charges it disputes in this litigation. Therefore, we do not expect any potential settlement or judgment to have a material adverse impact on our financial results or cash flows. Gross Receipts Tax 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 Receipts Tax, and/or have had audits performed for the tax years of 2008 through 2015. In addition, a re-audit was performed on CCPA for the 2010 calendar year. Pennsylvania generally imposes tax on the gross receipts received from telephone messages transmitted wholly within the state and telephone messages transmitted in interstate commerce where such messages originate or terminate in Pennsylvania, and the charges for such messages are billed to a service address in the state. In a 2013 decision involving Verizon Pennsylvania, Inc. (“Verizon Pennsylvania”), the Commonwealth Court of Pennsylvania held that the gross receipts tax applies to Verizon Pennsylvania’s installation of private phone lines because the sole purpose of private lines is to transmit messages. Similarly, the court held that directory assistance is subject to the gross receipts tax because it makes the transmission of messages more effective and satisfactory. However, the court did not find Verizon Pennsylvania’s nonrecurring charges for the installation of telephone lines, moves of and changes to telephone lines and services and repairs of telephone lines to be subject to the gross receipts tax as no telephone messages are transmitted when Verizon Pennsylvania performs these nonrecurring services. In November 2015, on appeal, the Supreme Court of Pennsylvania held in Verizon Pennsylvania, Inc. v. Commonwealth of Pennsylvania , 127 A.3d 745 (Pa. 2015), that charges for the installation of private phone lines, charges for directory assistance and certain nonrecurring charges were all subject to the state’s gross receipt tax. The Supreme Court of Pennsylvania found that all of the services, including those related to nonrecurring charges, in some way made transmission more effective or communication more satisfactory even though such services did not involve actual transmission. This is a partial reversal of the 2013 Commonwealth Court of Pennsylvania decision described above, which had ruled that while the charges for the installation of private phone lines and directory assistance were subject to the state’s gross receipts tax, the nonrecurring charges in question were not. As neither reargument nor reconsideration was sought, the Verizon Pennsylvania case is now final. For our CCES and CCPA subsidiaries, the total additional tax liability calculated by the DOR auditors for the calendar years 2008 through 2013, including interest, is approximately $4.2 million and $5.0 million, respectively. In May 2016, the Commonwealth of Pennsylvania Board of Finance and Revenue reviewed our appeals of the cases for the audits in calendar years 2008 through 2013 and held that the charges in question were subject to the state’s gross receipts tax. In June 2016, we filed appeals with the Pennsylvania Commonwealth Court for the audits in calendar years 2008 through 2013, captioned as Consolidated Communications Enterprise Services, Inc. v. Commonwealth of Pennsylvania , Nos. 400 through 411 FR 2016 and Consolidated Communications of Pennsylvania Company, LLC v. Commonwealth of Pennsylvania , Nos. 422 through 432 FR 2016. These appeals are presently in the fact development stage, with further joint status reports to be filed with the Commonwealth Court in December 2017. In October and December 2016, CCPA and CCES received Audit Assessment Notices from the DOR increasing the amounts owed for Pennsylvania Gross Receipts Tax for the 2014 tax year. The total additional tax liability calculated by the DOR auditors for CCPA and CCES for 2014, including interest, is approximately $0.7 million and $0.9 million, respectively. We filed Petitions for Reassessment with the DOR’s Board of Appeals in January 2017 for CCPA and in March 2017 for CCES, contesting these audit assessments. By Interlocutory Orders issued in April 2017, the Board stayed the matters pending final action of the Commonwealth Court in litigation involving the same issues related to CCPA’s and CCES’s 2008 through 2013 tax periods. In May and September 2017, CCES and CCPA received Audit Assessment Notices from the DOR increasing the amounts owed for Pennsylvania Gross Receipts Tax for the 2015 tax year. The total additional tax liability calculated by the DOR auditors for CCES and CCPA for 2015, including interest, is approximately $0.7 million for each subsidiary. We filed Petitions for Reassessment with the DOR’s Board of Appeals in May 2017 for CCES, contesting these audit assessments. By Interlocutory Orders issued in August 2017, the Board stayed the CCES matters pending final action of the Commonwealth Court in litigation involving the same issues related to CCES’s 2008 through 2013 tax periods. We expect to appeal the audit assessments for CCPA in November 2017 and to request that the appeals be stayed pending final action of the Commonwealth Court in litigation involving the same issues related to CCPA’s 2008 through 2013 tax periods. In May 2017, we entered into an agreement to guarantee any potential liability to the DOR up to $5.0 million. However, we believe that certain of the DOR’s findings regarding the Company’s additional tax liability for the calendar years 2008 through 2015, for which we have filed appeals, continue to lack merit. Nevertheless, in light of the Supreme Court of Pennsylvania’s Verizon Pennsylvania decision, we have accrued $1.6 million and $1.4 million, including interest, for our CCES and CCPA subsidiaries, respectively. These accruals also include the Company’s best estimate of the potential 2016 and 2017 additional tax liabilities. We do not believe that the outcome of these claims will have a material adverse impact on our financial results or cash flows. From time to time we may be involved in litigation that we believe is of the type common to companies in our industry, including regulatory issues. While the outcome of these claims cannot be predicted with certainty, we do not believe that the outcome of any of these legal matters will have a material adverse impact on our business, results of operations, financial condition or cash flows.

CONDENSED CONSOLIDATING FINANCI

CONDENSED CONSOLIDATING FINANCIAL INFORMATION	9 Months Ended
	Sep. 30, 2017
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION Consolidated Communications, Inc. is the primary obligor under the unsecured Senior Notes. We and substantially all of our subsidiaries have jointly and severally guaranteed the Senior 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 September 30, 2017 and December 31, 2016 condensed consolidating statements of operations for the quarters and nine-month periods ended September 30, 2017 and 2016 and condensed consolidating statements of cash flows for the nine-month periods ended September 30, 2017 and 2016 for each of the Company (Parent), Consolidated Communications, Inc. (Subsidiary Issuer), guarantor subsidiaries and other non-guarantor subsidiaries with any consolidating adjustments. See Note 6 for more information regarding our Senior Notes. Condensed Consolidating Balance Sheets (In thousands) September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 17,797 $ 5,516 $ 1 $ — $ 23,314 Accounts receivable, net — — 113,503 7,429 (88) 120,844 Income taxes receivable 15,540 19,584 — — (11,630) 23,494 Prepaid expenses and other current assets — — 33,703 149 — 33,852 Assets held for sale — — — 21,406 — 21,406 Total current assets 15,540 37,381 152,722 28,985 (11,718) 222,910 Property, plant and equipment, net — — 1,999,252 59,166 — 2,058,418 Intangibles and other assets: Investments — 8,495 99,773 — — 108,268 Investments in subsidiaries 3,532,114 2,039,240 35,134 — (5,606,488) — Goodwill — — 976,104 66,181 — 1,042,285 Other intangible assets — — 309,400 9,087 — 318,487 Advances due to/from affiliates, net — 2,428,154 532,377 98,964 (3,059,495) — Deferred income taxes 35,770 392 — — (36,162) — Other assets — 440 10,379 38 — 10,857 Total assets $ 3,583,424 $ 4,514,102 $ 4,115,141 $ 262,421 $ (8,713,863) $ 3,761,225 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ — $ 14,154 $ — $ — $ 14,154 Advance billings and customer deposits — — 43,602 1,484 — 45,086 Dividends payable 27,440 — — — — 27,440 Accrued compensation — — 42,296 1,181 — 43,477 Accrued interest — 16,684 499 — — 17,183 Accrued expense 277 756 74,017 710 (88) 75,672 Income tax payable — — 5,937 5,693 (11,630) — Current portion of long term debt and capital lease obligations — 18,351 10,269 204 — 28,824 Liabilities held for sale — — — 1,075 — 1,075 Total current liabilities 27,717 35,791 190,774 10,347 (11,718) 252,911 Long-term debt and capital lease obligations — 2,298,409 12,392 446 — 2,311,247 Advances due to/from affiliates, net 3,059,495 — — — (3,059,495) — Deferred income taxes — — 328,621 28,896 (36,162) 321,355 Pension and postretirement benefit obligations — — 321,133 18,934 — 340,067 Other long-term liabilities — 5,371 27,564 1,061 — 33,996 Total liabilities 3,087,212 2,339,571 880,484 59,684 (3,107,375) 3,259,576 Shareholders’ equity: Common Stock 708 — 17,411 30,000 (47,411) 708 Other shareholders’ equity 495,504 2,174,531 3,211,809 172,737 (5,559,077) 495,504 Total Consolidated Communications Holdings, Inc. shareholders’ equity 496,212 2,174,531 3,229,220 202,737 (5,606,488) 496,212 Noncontrolling interest — — 5,437 — — 5,437 Total shareholders’ equity 496,212 2,174,531 3,234,657 202,737 (5,606,488) 501,649 Total liabilities and shareholders’ equity $ 3,583,424 $ 4,514,102 $ 4,115,141 $ 262,421 $ (8,713,863) $ 3,761,225 Condensed Consolidating Balance Sheet (In thousands) December 31, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 27,064 $ 13 $ — $ — $ 27,077 Accounts receivable, net — — 48,911 7,347 (42) 56,216 Income taxes receivable 20,756 — 885 (25) — 21,616 Prepaid expenses and other current assets — 12,856 15,310 126 — 28,292 Total current assets 20,756 39,920 65,119 7,448 (42) 133,201 Property, plant and equipment, net — — 999,416 55,770 — 1,055,186 Intangibles and other assets: Investments — 8,338 97,883 — — 106,221 Investments in subsidiaries 2,192,556 2,019,692 14,279 — (4,226,527) — Goodwill — — 690,696 66,181 — 756,877 Other intangible assets — — 22,525 9,087 — 31,612 Advances due to/from affiliates, net — 1,524,906 427,720 87,171 (2,039,797) — Deferred income taxes 17,150 — — — (17,150) — Other assets — 1,562 8,058 41 — 9,661 Total assets $ 2,230,462 $ 3,594,418 $ 2,325,696 $ 225,698 $ (6,283,516) $ 2,092,758 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ — $ 6,766 $ — $ — $ 6,766 Advance billings and customer deposits — — 24,981 1,457 — 26,438 Dividends payable 19,605 — — — — 19,605 Accrued compensation — — 16,002 969 — 16,971 Accrued interest — 10,824 436 — — 11,260 Accrued expense 36 15,057 38,192 880 (42) 54,123 Current portion of long term debt and capital lease obligations — 9,000 5,735 187 — 14,922 Total current liabilities 19,641 34,881 92,112 3,493 (42) 150,085 Long-term debt and capital lease obligations — 1,365,820 10,332 602 — 1,376,754 Advances due to/from affiliates, net 2,039,797 — — — (2,039,797) — Deferred income taxes — 984 232,668 27,796 (17,150) 244,298 Pension and postretirement benefit obligations — — 109,185 21,608 — 130,793 Other long-term liabilities 70 216 13,807 480 — 14,573 Total liabilities 2,059,508 1,401,901 458,104 53,979 (2,056,989) 1,916,503 Shareholders’ equity: Common Stock 506 — 17,411 30,000 (47,411) 506 Other shareholders’ equity 170,448 2,192,517 1,844,880 141,719 (4,179,116) 170,448 Total Consolidated Communications Holdings, Inc. shareholders’ equity 170,954 2,192,517 1,862,291 171,719 (4,226,527) 170,954 Noncontrolling interest — — 5,301 — — 5,301 Total shareholders’ equity 170,954 2,192,517 1,867,592 171,719 (4,226,527) 176,255 Total liabilities and shareholders’ equity $ 2,230,462 $ 3,594,418 $ 2,325,696 $ 225,698 $ (6,283,516) $ 2,092,758 Condensed Consolidating Statements of Operations (In thousands) Quarter Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ — $ 351,693 $ 14,806 $ (3,170) $ 363,329 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 145,337 3,047 (3,061) 145,323 Selling, general and administrative expenses 552 20 90,435 3,561 (109) 94,459 Acquisition and other transaction costs 27,139 — — — — 27,139 Depreciation and amortization — — 101,779 2,627 — 104,406 Operating income (loss) (27,691) (20) 14,142 5,571 — (7,998) Other income (expense): Interest expense, net of interest income — (36,041) (317) 51 — (36,307) Intercompany interest income (expense) — 14,728 (14,706) (22) — — Investment income — — 9,594 — — 9,594 Equity in earnings of subsidiaries, net (7,137) (2,975) 727 — 9,385 — Other, net — — 28 — — 28 Income (loss) before income taxes (34,828) (24,308) 9,468 5,600 9,385 (34,683) Income tax expense (benefit) (6,380) (9,905) 6,622 3,374 — (6,289) Net income (loss) (28,448) (14,403) 2,846 2,226 9,385 (28,394) Less: net income attributable to noncontrolling interest — — 54 — — 54 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ (28,448) $ (14,403) $ 2,792 $ 2,226 $ 9,385 $ (28,448) Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Quarter Ended September 30, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ (9) $ 180,284 $ 14,560 $ (3,294) $ 191,541 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 86,403 2,429 (3,186) 85,646 Selling, general and administrative expenses 995 — 35,810 3,220 (108) 39,917 Acquisition and other transaction costs 18 — — — — 18 Depreciation and amortization — — 40,837 2,387 — 43,224 Operating income (loss) (1,013) (9) 17,234 6,524 — 22,736 Other income (expense): Interest expense, net of interest income — (19,048) (68) 41 — (19,075) Intercompany interest income (expense) — 14,727 (14,711) (16) — — Investment income — — 8,735 — — 8,735 Equity in earnings of subsidiaries, net 9,678 11,858 204 — (21,740) — Other, net — (257) (60) 1 — (316) Income (loss) before income taxes 8,665 7,271 11,334 6,550 (21,740) 12,080 Income tax expense (benefit) 1,653 (2,407) 3,625 2,120 — 4,991 Net income (loss) 7,012 9,678 7,709 4,430 (21,740) 7,089 Less: net income attributable to noncontrolling interest — — 77 — — 77 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ 7,012 $ 9,678 $ 7,632 $ 4,430 $ (21,740) $ 7,012 Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ — $ 669,597 $ 43,161 $ (9,544) $ 703,214 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 288,210 8,097 (9,217) 287,090 Selling, general and administrative expenses 1,815 30 154,992 9,700 (327) 166,210 Acquisition and other transaction costs 30,663 — — — — 30,663 Depreciation and amortization — — 179,338 7,746 — 187,084 Operating income (loss) (32,478) (30) 47,057 17,618 — 32,167 Other income (expense): Interest expense, net of interest income 6 (99,232) (767) 97 — (99,896) Intercompany interest income (expense) — 44,182 (44,121) (61) — — Investment income — 157 22,911 — — 23,068 Equity in earnings of subsidiaries, net (10,182) 17,931 949 — (8,698) — Other, net — 3 82 (11) — 74 Income (loss) before income taxes (42,654) (36,989) 26,111 17,643 (8,698) (44,587) Income tax expense (benefit) (7,793) (19,541) 10,643 6,829 — (9,862) Net income (loss) (34,861) (17,448) 15,468 10,814 (8,698) (34,725) Less: net income attributable to noncontrolling interest — — 136 — — 136 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ (34,861) $ (17,448) $ 15,332 $ 10,814 $ (8,698) $ (34,861) Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ (15) $ 532,785 $ 44,344 $ (9,856) $ 567,258 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 246,856 8,806 (9,533) 246,129 Selling, general and administrative expenses 2,967 7 108,032 8,715 (323) 119,398 Acquisition and other transaction costs 266 — — — — 266 Loss on impairment — — 610 — — 610 Depreciation and amortization — — 123,914 6,941 — 130,855 Operating income (loss) (3,233) (22) 53,373 19,882 — 70,000 Other income (expense): Interest expense, net of interest income 46 (56,446) (476) 49 — (56,827) Intercompany interest income (expense) (63,773) 82,375 (20,116) 1,514 — — Investment income — 166 24,470 — — 24,636 Equity in earnings of subsidiaries, net 59,840 50,073 565 — (110,478) — Other, net — (257) (100) (17) — (374) Income (loss) before income taxes (7,120) 75,889 57,716 21,428 (110,478) 37,435 Income tax expense (benefit) (22,057) 16,049 20,826 7,469 — 22,287 Net income (loss) 14,937 59,840 36,890 13,959 (110,478) 15,148 Less: net income attributable to noncontrolling interest — — 211 — — 211 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ 14,937 $ 59,840 $ 36,679 $ 13,959 $ (110,478) $ 14,937 Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Condensed Consolidating Statements of Cash Flows (In thousands) Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ (23,187) $ (30,870) $ 157,051 $ 22,230 $ 125,224 Cash flows from investing activities: Business acquisition, net of cash acquired (862,385) — — — (862,385) Purchases of property, plant and equipment — — (108,816) (10,473) (119,289) Proceeds from sale of assets — — 269 27 296 Net cash provided by (used in) investing activities (862,385) — (108,547) (10,446) (981,378) Cash flows from financing activities: Proceeds from issuance of long-term debt — 1,031,325 — — 1,031,325 Payment of capital lease obligation — (5,224) (139) (5,363) Payment on long-term debt — (89,750) — — (89,750) Payment of financing costs — (16,732) — — (16,732) Share repurchases for minimum tax withholding (41) — — — (41) Dividends on common stock (66,698) — — — (66,698) Transactions with affiliates, net 952,661 (903,240) (37,777) (11,644) — Other (350) — — — (350) Net cash provided by (used in) financing activities 885,572 21,603 (43,001) (11,783) 852,391 Increase (decrease) in cash and cash equivalents — (9,267) 5,503 1 (3,763) Cash and cash equivalents at beginning of period — 27,064 13 — 27,077 Cash and cash equivalents at end of period $ — $ 17,797 $ 5,516 $ 1 $ 23,314 Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ (74,807) $ 36,606 $ 184,604 $ 27,188 $ 173,591 Cash flows from investing activities: Business acquisition, net of cash acquired (13,422) — — — (13,422) Purchases of property, plant and equipment — — (83,867) (10,291) (94,158) Proceeds from sale of assets — — 61 10 71 Proceeds from business disposition 20,892 — — — 20,892 Net cash provided by (used in) investing activities 7,470 — (83,806) (10,281) (86,617) Cash flows from financing activities: Proceeds from issuance of long-term debt — 31,000 — — 31,000 Payment of capital lease obligation — — (1,659) (98) (1,757) Payment on long-term debt — (39,825) — — (39,825) Share repurchases for minimum tax withholding (71) — — — (71) Dividends on common stock (58,796) — — — (58,796) Transactions with affiliates, net 126,204 (268) (106,755) (19,181) — Net cash provided by (used in) financing activities 67,337 (9,093) (108,414) (19,279) (69,449) Increase (decrease) in cash and cash equivalents — 27,513 (7,616) (2,372) 17,525 Cash and cash equivalents at beginning of period — 5,877 7,629 2,372 15,878 Cash and cash equivalents at end of period $ — $ 33,390 $ 13 $ — $ 33,403

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2017
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 communication solutions to consumer, commercial and carrier customers across a 24-state service area. We operate as both an Incumbent Local Exchange Carrier (“ILEC”) and a Competitive Local Exchange Carrier (“CLEC”), dependent upon the territory served. Leveraging our advanced fiber network spanning more than 36,000 fiber route miles, we offer local, long-distance and 9-1-1 services, high-speed broadband Internet access, video services, Voice over Internet Protocol (“VoIP”), custom calling features, private line services, carrier grade access services, network capacity services over our regional fiber optic networks, data center and managed services, directory publishing, equipment sales and cloud services. As of September 30, 2017, we had approximately 990 thousand voice connections, 784 thousand data connections and 105 thousand video connections. In the opinion of management, the accompanying unaudited 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 2016 Annual Report on Form 10-K filed with the SEC.
Recent Business Developments	Recent Business Developments On December 3, 2016, we entered into a definitive agreement and plan of merger (the “Merger Agreement”) with FairPoint Communications, Inc. (“FairPoint”) to acquire all the issued and outstanding shares of FairPoint in exchange for shares of our common stock. On July 3, 2017, the merger (the “Merger”) was completed and FairPoint became a wholly owned subsidiary of the Company. The financial results for FairPoint have been included in our condensed consolidated financial statements as of the acquisition date. For a more complete discussion of the transaction, refer to Note 2.
Property, Plant and Equipment	Property, Plant and Equipment Property, plant and equipment consisted of the following: September 30, December 31, Estimated (In thousands) 2017 2016 Useful Lives Land and buildings $ $ - years Central office switching and transmission - years Outside plant cable, wire and fiber facilities - years Furniture, fixtures and equipment - years Assets under capital lease - years Total plant in service Less: accumulated depreciation and amortization Plant in service Construction in progress Construction inventory Totals $ $
Recent Accounting Pronouncements	Recent Accounting Pronouncements Effective January 1, 2017, we adopted the Accounting Standards Update (“ASU”) No. 2016-09 (“ASU 2016-09 ”), Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 amends several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, calculation of compensation expense and classification on the statement of cash flows. ASU 2016-09 requires excess tax benefits and deficiencies resulting from stock-based compensation awards vesting to be recognized as income tax expense or benefit in the income statement on a prospective basis. Previously, these amounts were recognized in additional paid-in capital (“APIC”). The impact of this change was not material for the quarter and nine months ended September 30, 2017. In addition, ASU 2016-09 requires excess tax benefits and deficiencies to be excluded from the assumed proceeds in the calculation of diluted shares when using the treasury stock method. This requirement did not impact diluted loss per share for the quarter and nine months ended September 30, 2017 as the diluted shares were excluded from the computation of loss per share. Due to our net loss for the quarter and nine months ended September 30, 2017, the inclusion of these shares would have had an anti-dilutive impact. ASU 2016-09 removed the requirement to delay recognition of excess tax benefits until it reduces current income taxes payable. This update is required to be applied on a modified retrospective basis, which resulted in a cumulative effect adjustment of $2.2 million as of January 1, 2017 to increase opening retained earnings for the cumulative impact of excess tax benefits related to our net operating loss (“NOL”) carryforwards. This amount was subsequently transferred into APIC at March 31, 2017. ASU 2016-09 permits the election of an accounting policy for forfeitures of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of the award. We have elected to recognize forfeitures as they occur and the cumulative impact of this change was not material to our condensed consolidated financial statements and related disclosures. In August 2017, the Financial Accounting Standards Board (“FASB”) issued the ASU Update No. 2017-12 (“ASU 2017-12”), Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends current guidance on accounting for hedges mainly to align more closely an entity’s risk management activities and financial reporting relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, amendments in ASU 2017-12 simplify the application of hedge accounting by allowing more time to prepare hedge documentation and allowing effectiveness assessments to be performed on a qualitative basis after hedge inception. The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In May 2017, the FASB issued the ASU No. 2017-09 (“ASU 2017-09”), Scope of Modification Accounting . ASU 2017-09 clarifies the modification accounting guidance for stock compensation included in Topic 718, Compensation – Stock Compensation . ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award must be accounted for as a modification under Topic 718. The new guidance is effective prospectively for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We plan to adopt this update effective January 1, 2018 and will apply this guidance to applicable transactions after the adoption date. In March 2017, the FASB issued the ASU No. 2017-07 (“ASU 2017-07”), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 requires presentation of the service cost component of net periodic benefit cost within the same income statement line item as other compensation costs arising from services rendered by relevant employees during the period, and presentation of the other cost components of net periodic benefit cost separately and outside of the income from operations subtotal. In addition, only the service cost component is eligible for capitalization. The new guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted as of the beginning of the annual period and should be applied retrospectively for the presentation of the service cost and prospectively for the capitalization of the service cost component in assets. We plan to adopt this update effective January 1, 2018 and do not expect a material impact on our condensed consolidated financial statements and related disclosures. In February 2017, the FASB issued the ASU No. 2017-05 (“ASU 2017-05”), Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . ASU 2017-05 provides additional guidance to (i) clarify the scope for recognizing gains and losses from the transfer of nonfinancial assets and in substance nonfinancial assets in contracts with non-customers, and (ii) clarify the accounting for partial sales of nonfinancial assets. ASU 2017-05 is effective for annual and interim periods beginning after December 15, 2017 and can be applied using the retrospective or modified retrospective approach. We plan to adopt ASU 2017-05 as of January 1, 2018 and are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In January 2017, FASB issued the ASU No. 2017-04 (“ASU 2017-04”), Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the updated guidance, the goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance is effective for annual and interim goodwill tests in fiscal years beginning after December 15, 2019 and should be applied prospectively. Early adoption is permitted for annual and interim goodwill impairment testing performed after January 1, 2017. We plan to early adopt this update in the fourth quarter of 2017. In January 2017, the FASB issued the ASU No. 2017-01 (“ASU 2017-01”), Clarifying the Definition of a Business . ASU 2017-01 clarifies the definition of a business and establishes a screening process to determine whether an integrated set of assets and activities acquired is deemed the acquisition of a business or the acquisition of assets. ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017 and should be applied prospectively, with early adoption permitted. We plan to adopt this update as of January 1, 2018 and do not expect a material impact on our condensed consolidated financial statements and related disclosures. In October 2016, the FASB issued the ASU No. 2016-16 (“ASU 2016-16”), Intra-Entity Transfers of Assets Other Than Inventory . ASU 2016-16 eliminates the existing exception prohibiting the recognition of the income tax consequences for intra-entity asset transfers until the asset has been sold to an outside party. Under ASU 2016-16, entities will be required to recognize the income tax consequences of intra-entity asset transfers other than inventory when the transfer occurs. ASU 2016-16 is effective on a modified retrospective basis for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We currently anticipate adopting this update effective January 1, 2018 and do not expect a material impact on our condensed consolidated financial statements and related disclosures. In August 2016, the FASB issued the ASU No. 2016-15 (“ASU 2016-15”), Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance concerning the classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance is effective for annual and interim periods beginning after December 15, 2017 and should be applied retrospectively, with early adoption permitted. We are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued the ASU No. 2016-13 (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments . ASU 2016-13 establishes the new “current expected credit loss” model for measuring and recognizing credit losses on financial assets based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts. The new guidance is effective on a modified retrospective basis for annual and interim periods beginning after December 15, 2019, with early adoption permitted for annual and interim periods beginning after December 15, 2018. We have not yet made a decision on the timing of adoption and are currently evaluating the impact this update will have on our condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued the ASU No. 2016-02 (“ASU 2016-02”), Leases . ASU 2016-02 establishes a new lease accounting model for leases. Lessees will be required to recognize most leases on their balance sheets but lease expense will be recognized on the income statement in a manner similar to existing requirements. ASU 2016-02 is effective on a modified retrospective basis for annual and interim periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the population of our leases and anticipate that most of our operating lease commitments will be recognized on our consolidated balance sheets. We have not yet made a decision on the timing of adoption and are continuing to assess the potential impact of this update on our condensed consolidated financial statements and related disclosures. In May 2014, the FASB issued the ASU No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) , which will replace the current revenue recognition requirements in US GAAP. The core principle of ASU 2014-09 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, ASU 2014-09 requires disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Two transition methods are permitted under ASU 2014-09, the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. In August 2015, the FASB issued the ASU No. 2015-14 (“ASU 2015-14”), Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 for all entities by one year. Accordingly, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017. We plan to adopt this update as of January 1, 2018. In 2016, we established a cross-functional implementation team to assess the impact of ASU 2014-09 on our revenue contracts by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of this update. While we continue to assess all potential impacts of this update, we currently believe that the most significant impact relates to the deferral of contract acquisition costs, which is currently expensed as incurred, however under ASU 2014-09 will generally be capitalized and amortized over the contract performance period. Initially, we anticipated adopting this update using the full retrospective method to restate each prior reporting period presented, however, after further assessment of the impacts to our current systems, processes and internal controls as well as the transition methods allowed, we have determined that adopting this update using the modified retrospective method is more appropriate.

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of property, plant and equipment	September 30, December 31, Estimated (In thousands) 2017 2016 Useful Lives Land and buildings $ $ - years Central office switching and transmission - years Outside plant cable, wire and fiber facilities - years Furniture, fixtures and equipment - years Assets under capital lease - years Total plant in service Less: accumulated depreciation and amortization Plant in service Construction in progress Construction inventory Totals $ $

ACQUISITION AND DISPOSITIONS (T

ACQUISITION AND DISPOSITIONS (Tables) - FairPoint Communications, Inc	9 Months Ended
	Sep. 30, 2017
Summary of purchase price allocation	(In thousands) Cash and cash equivalents $ 56,980 Accounts receivable 62,805 Other current assets 22,171 Assets held for sale 21,417 Property, plant and equipment 1,045,471 Intangible assets 303,080 Other long-term assets 2,685 Total assets acquired 1,514,609 Current liabilities 123,194 Liabilities held for sale 1,016 Pension and other post-retirement obligations 222,162 Deferred income taxes 89,137 Other long-term liabilities 14,190 Total liabilities assumed 449,699 Net fair value of assets acquired 1,064,910 Goodwill 285,408 Total consideration transferred $ 1,350,318
Schedule of unaudited pro forma results	Quarter Ended Nine Months Ended September 30, September 30, (Unaudited; in thousands, except per share amounts) 2017 2016 2017 2016 Operating revenues $ $ $ $ Income from operations $ $ $ $ Net income (loss) $ $ $ $ Less: net income attributable to noncontrolling interest Net income (loss) attributable to common stockholders $ $ $ $ Net income (loss) per common share-basic and diluted $ (0.01) $ 0.60 $ (0.15) $ 1.34
Summary of assets and liabilities sold	(In thousands) Current assets $ 235 Property, plant and equipment 4,342 Goodwill 16,829 Total assets $ 21,406 Current liabilities $ 773 Deferred taxes 302 Total liabilities $ 1,075

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2017
EARNINGS (LOSS) PER SHARE
Schedule of basic and diluted EPS	Quarter Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2017 2016 2017 2016 Net income (loss) $ (28,394) $ 7,089 $ (34,725) $ 15,148 Less: net income attributable to noncontrolling interest 54 77 136 211 Income (loss) attributable to common shareholders before allocation of earnings to participating securities (28,448) 7,012 (34,861) 14,937 Less: earnings allocated to participating securities 127 131 291 393 Net income (loss) attributable to common shareholders, after earnings allocated to participating securities $ (28,575) $ 6,881 $ (35,152) $ 14,544 Weighted-average number of common shares outstanding 69,830 50,294 56,955 50,292 Net income (loss) per common share attributable to common shareholders - basic and diluted $ (0.41) $ 0.14 $ (0.62) $ 0.29

INVESTMENTS (Tables)

INVESTMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
INVESTMENTS
Schedule of investments	September 30, December 31, (In thousands) 2017 2016 Cash surrender value of life insurance policies $ 2,229 $ 2,156 Cost method investments: GTE Mobilnet of South Texas Limited Partnership (2.34% interest) 21,450 21,450 Pittsburgh SMSA Limited Partnership (3.60% interest) 22,950 22,950 CoBank, ACB Stock 9,105 8,138 Other 318 200 Equity method investments: GTE Mobilnet of Texas RSA #17 Limited Partnership (20.51% interest) 17,439 17,160 Pennsylvania RSA 6(I) Limited Partnership (16.67% interest) 7,172 6,540 Pennsylvania RSA 6(II) Limited Partnership (23.67% interest) 27,605 27,627 Totals $ 108,268 $ 106,221
Summary of combined unaudited results of operations and financial position of our three equity investments in the cellular limited partnerships	Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Total revenues $ 78,783 $ 83,149 $ 248,615 $ 247,691 Income from operations 23,436 24,690 69,243 77,083 Net income before taxes 23,069 24,295 68,111 75,880 Net income 23,069 24,295 68,111 75,880 September 30, December 31, (In thousands) 2017 2016 Current assets $ 69,991 $ 64,083 Non-current assets 94,387 89,651 Current liabilities 25,186 21,985 Non-current liabilities 50,972 51,836 Partnership equity 88,220 79,913

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
FAIR VALUE MEASUREMENTS
Schedule of interest rate swap assets and liabilities measured at fair value on a recurring basis	As of September 30, 2017 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Long-term interest rate swap assets $ 390 $ - $ 390 $ - Current interest rate swap liabilities (668) - (668) - Long-term interest rate swap liabilities (5,371) - (5,371) - Total $ (5,649) $ - $ (5,649) $ - As of December 31, 2016 Quoted Prices Significant In Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs (In thousands) Total (Level 1) (Level 2) (Level 3) Long-term interest rate swap assets $ 398 $ - $ 398 $ - Current interest rate swap liabilities (453) - (453) - Long-term interest rate swap liabilities (216) - (216) - Total $ (271) $ - $ (271) $ -
Schedule of other financial instruments that are not carried at fair value but which require fair value disclosure	As of September 30, 2017 As of December 31, 2016 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Investments, equity basis $ 52,216 n/a $ n/a Investments, at cost $ 53,823 n/a $ n/a Long-term debt, excluding capital leases $ 2,331,493 $ 2,264,771 $ $

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2017
LONG-TERM DEBT
Schedule of components of long-term debt, presented net of unamortized discounts	September 30, December 31, (In thousands) 2017 2016 Senior secured credit facility: Term loans, net of discounts of $8,676 and $4,662 at September 30, 2017 and December 31, 2016, respectively $ 1,817,324 $ 893,088 Revolving loan 18,000 — 6.50% Senior notes due 2022, net of discount of $3,831 and $4,302 at September 30, 2017 and December 31, 2016, respectively 496,169 495,698 Capital leases 23,313 16,857 2,354,806 1,405,643 Less: current portion of long-term debt and capital leases (28,824) (14,922) Less: deferred debt issuance costs (14,735) (13,967) Total long-term debt $ 2,311,247 $ 1,376,754

DERIVATIVE FINANCIAL INSTRUME26

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
DERIVATIVE FINANCIAL INSTRUMENTS
Schedule of outstanding interest rate swaps	The following interest rate swaps were outstanding as of September 30, 2017: Notional (In thousands) Amount 2017 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ 100,000 Other assets $ 390 Fixed to 1-month floating LIBOR (with floor) $ 600,000 Accrued expense Series of forward starting fixed to 1-month floating LIBOR (with floor) $ 2,010,000 Other long-term liabilities Total Fair Values $ The following interest rate swaps were outstanding as of December 31, 2016: Notional (In thousands) Amount 2016 Balance Sheet Location Fair Value Cash Flow Hedges: Fixed to 1-month floating LIBOR (with floor) $ Other assets $ Fixed to 1-month floating LIBOR (with floor) $ Accrued expense 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 Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Unrealized loss recognized in AOCI, pretax $ (528) $ 5 $ (4,658) $ (968) Deferred losses reclassified from AOCI to interest expense $ (369) $ (259) $ (1,098) $ (758) Gain (loss) recognized in interest expense from ineffectiveness $ 269 $ — $ (1,031) $ —

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	Sep. 30, 2017
EQUITY
Summary of total compensation costs recognized for share-based payments	Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Restricted stock $ $ $ $ 1,588 Performance shares 1,078 Total $ $ $ $ 2,666
Summary of RSA and PSA activity	RSAs PSAs Weighted Weighted Average Grant Average Grant Shares Date Fair Value Shares Date Fair Value Non-vested shares outstanding - January 1, 2017 93,662 $ 22.34 109,160 $ 20.12 Shares granted 124,100 $ 23.12 36,982 $ 23.27 Shares vested (4,708) $ 22.30 — $ — Shares forfeited, cancelled or retired (4,384) $ 22.47 (3,507) $ 20.68 Non-vested shares outstanding - September 30, 2017 208,670 $ 22.80 142,635 $ 20.92
Schedule of changes in accumulated other comprehensive loss, net of tax, by component	Pension and Post-Retirement Derivative (In thousands) Obligations Instruments Total Balance at December 31, 2016 $ (47,150) $ (127) $ (47,277) Other comprehensive income before reclassifications (814) (2,829) (3,643) Amounts reclassified from accumulated other comprehensive loss 2,400 667 3,067 Net current period other comprehensive income 1,586 (2,162) (576) Balance at September 30, 2017 $ (45,564) $ (2,289) $ (47,853)
Summary of reclassifications from accumulated other comprehensive loss	Quarter Ended September 30, Nine Months Ended September 30, Affected Line Item in the (In thousands) 2017 2016 2017 2016 Statement of Income Amortization of pension and post-retirement items: Prior service credit $ $ $ $ (a) Actuarial loss (a) Total before tax Tax benefit $ $ $ $ Net of tax Loss on cash flow hedges: Interest rate derivatives $ $ $ $ Interest expense Tax benefit $ $ $ $ Net of tax

PENSION PLAN AND OTHER POST-R28

PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS (Tables)	9 Months Ended
	Sep. 30, 2017
Defined Benefit Plans
Post-retirement benefit obligation
Schedule of the components of net periodic pension cost	Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Service cost $ $ 86 $ $ 258 Interest cost 4,072 12,218 Expected return on plan assets (5,159) (15,477) Net amortization loss 1,356 4,067 Net prior service credit amortization (114) (343) Curtailment gain — — — Net periodic pension (benefit) cost $ $ 241 $ $ 723
Schedule of weighted-average discount rate assumptions used to determine benefit obligations and net periodic pension benefit cost	The weighted-average assumptions used to determine net periodic pension benefit cost for the Pension Plans were as follows: Discount rate Expected long-term rate of return on plan assets
Post-retirement Benefit Obligations
Post-retirement benefit obligation
Schedule of the components of net periodic pension cost	Quarter Ended Nine Months Ended September 30, September 30, (In thousands) 2017 2016 2017 2016 Service cost $ $ 151 $ $ 451 Interest cost 505 1,515 Expected return on plan assets (37) (111) Net amortization gain (43) — (130) — Net prior service credit amortization (131) (391) Net periodic post-retirement benefit cost $ $ 488 $ $ 1,464

CONDENSED CONSOLIDATING FINAN29

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2017
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Schedule of condensed consolidating balance sheets	Condensed Consolidating Balance Sheets (In thousands) September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 17,797 $ 5,516 $ 1 $ — $ 23,314 Accounts receivable, net — — 113,503 7,429 (88) 120,844 Income taxes receivable 15,540 19,584 — — (11,630) 23,494 Prepaid expenses and other current assets — — 33,703 149 — 33,852 Assets held for sale — — — 21,406 — 21,406 Total current assets 15,540 37,381 152,722 28,985 (11,718) 222,910 Property, plant and equipment, net — — 1,999,252 59,166 — 2,058,418 Intangibles and other assets: Investments — 8,495 99,773 — — 108,268 Investments in subsidiaries 3,532,114 2,039,240 35,134 — (5,606,488) — Goodwill — — 976,104 66,181 — 1,042,285 Other intangible assets — — 309,400 9,087 — 318,487 Advances due to/from affiliates, net — 2,428,154 532,377 98,964 (3,059,495) — Deferred income taxes 35,770 392 — — (36,162) — Other assets — 440 10,379 38 — 10,857 Total assets $ 3,583,424 $ 4,514,102 $ 4,115,141 $ 262,421 $ (8,713,863) $ 3,761,225 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ — $ 14,154 $ — $ — $ 14,154 Advance billings and customer deposits — — 43,602 1,484 — 45,086 Dividends payable 27,440 — — — — 27,440 Accrued compensation — — 42,296 1,181 — 43,477 Accrued interest — 16,684 499 — — 17,183 Accrued expense 277 756 74,017 710 (88) 75,672 Income tax payable — — 5,937 5,693 (11,630) — Current portion of long term debt and capital lease obligations — 18,351 10,269 204 — 28,824 Liabilities held for sale — — — 1,075 — 1,075 Total current liabilities 27,717 35,791 190,774 10,347 (11,718) 252,911 Long-term debt and capital lease obligations — 2,298,409 12,392 446 — 2,311,247 Advances due to/from affiliates, net 3,059,495 — — — (3,059,495) — Deferred income taxes — — 328,621 28,896 (36,162) 321,355 Pension and postretirement benefit obligations — — 321,133 18,934 — 340,067 Other long-term liabilities — 5,371 27,564 1,061 — 33,996 Total liabilities 3,087,212 2,339,571 880,484 59,684 (3,107,375) 3,259,576 Shareholders’ equity: Common Stock 708 — 17,411 30,000 (47,411) 708 Other shareholders’ equity 495,504 2,174,531 3,211,809 172,737 (5,559,077) 495,504 Total Consolidated Communications Holdings, Inc. shareholders’ equity 496,212 2,174,531 3,229,220 202,737 (5,606,488) 496,212 Noncontrolling interest — — 5,437 — — 5,437 Total shareholders’ equity 496,212 2,174,531 3,234,657 202,737 (5,606,488) 501,649 Total liabilities and shareholders’ equity $ 3,583,424 $ 4,514,102 $ 4,115,141 $ 262,421 $ (8,713,863) $ 3,761,225 Condensed Consolidating Balance Sheet (In thousands) December 31, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 27,064 $ 13 $ — $ — $ 27,077 Accounts receivable, net — — 48,911 7,347 (42) 56,216 Income taxes receivable 20,756 — 885 (25) — 21,616 Prepaid expenses and other current assets — 12,856 15,310 126 — 28,292 Total current assets 20,756 39,920 65,119 7,448 (42) 133,201 Property, plant and equipment, net — — 999,416 55,770 — 1,055,186 Intangibles and other assets: Investments — 8,338 97,883 — — 106,221 Investments in subsidiaries 2,192,556 2,019,692 14,279 — (4,226,527) — Goodwill — — 690,696 66,181 — 756,877 Other intangible assets — — 22,525 9,087 — 31,612 Advances due to/from affiliates, net — 1,524,906 427,720 87,171 (2,039,797) — Deferred income taxes 17,150 — — — (17,150) — Other assets — 1,562 8,058 41 — 9,661 Total assets $ 2,230,462 $ 3,594,418 $ 2,325,696 $ 225,698 $ (6,283,516) $ 2,092,758 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ — $ 6,766 $ — $ — $ 6,766 Advance billings and customer deposits — — 24,981 1,457 — 26,438 Dividends payable 19,605 — — — — 19,605 Accrued compensation — — 16,002 969 — 16,971 Accrued interest — 10,824 436 — — 11,260 Accrued expense 36 15,057 38,192 880 (42) 54,123 Current portion of long term debt and capital lease obligations — 9,000 5,735 187 — 14,922 Total current liabilities 19,641 34,881 92,112 3,493 (42) 150,085 Long-term debt and capital lease obligations — 1,365,820 10,332 602 — 1,376,754 Advances due to/from affiliates, net 2,039,797 — — — (2,039,797) — Deferred income taxes — 984 232,668 27,796 (17,150) 244,298 Pension and postretirement benefit obligations — — 109,185 21,608 — 130,793 Other long-term liabilities 70 216 13,807 480 — 14,573 Total liabilities 2,059,508 1,401,901 458,104 53,979 (2,056,989) 1,916,503 Shareholders’ equity: Common Stock 506 — 17,411 30,000 (47,411) 506 Other shareholders’ equity 170,448 2,192,517 1,844,880 141,719 (4,179,116) 170,448 Total Consolidated Communications Holdings, Inc. shareholders’ equity 170,954 2,192,517 1,862,291 171,719 (4,226,527) 170,954 Noncontrolling interest — — 5,301 — — 5,301 Total shareholders’ equity 170,954 2,192,517 1,867,592 171,719 (4,226,527) 176,255 Total liabilities and shareholders’ equity $ 2,230,462 $ 3,594,418 $ 2,325,696 $ 225,698 $ (6,283,516) $ 2,092,758
Schedule of condensed consolidating statements of operations	Condensed Consolidating Statements of Operations (In thousands) Quarter Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ — $ 351,693 $ 14,806 $ (3,170) $ 363,329 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 145,337 3,047 (3,061) 145,323 Selling, general and administrative expenses 552 20 90,435 3,561 (109) 94,459 Acquisition and other transaction costs 27,139 — — — — 27,139 Depreciation and amortization — — 101,779 2,627 — 104,406 Operating income (loss) (27,691) (20) 14,142 5,571 — (7,998) Other income (expense): Interest expense, net of interest income — (36,041) (317) 51 — (36,307) Intercompany interest income (expense) — 14,728 (14,706) (22) — — Investment income — — 9,594 — — 9,594 Equity in earnings of subsidiaries, net (7,137) (2,975) 727 — 9,385 — Other, net — — 28 — — 28 Income (loss) before income taxes (34,828) (24,308) 9,468 5,600 9,385 (34,683) Income tax expense (benefit) (6,380) (9,905) 6,622 3,374 — (6,289) Net income (loss) (28,448) (14,403) 2,846 2,226 9,385 (28,394) Less: net income attributable to noncontrolling interest — — 54 — — 54 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ (28,448) $ (14,403) $ 2,792 $ 2,226 $ 9,385 $ (28,448) Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Quarter Ended September 30, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ (9) $ 180,284 $ 14,560 $ (3,294) $ 191,541 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 86,403 2,429 (3,186) 85,646 Selling, general and administrative expenses 995 — 35,810 3,220 (108) 39,917 Acquisition and other transaction costs 18 — — — — 18 Depreciation and amortization — — 40,837 2,387 — 43,224 Operating income (loss) (1,013) (9) 17,234 6,524 — 22,736 Other income (expense): Interest expense, net of interest income — (19,048) (68) 41 — (19,075) Intercompany interest income (expense) — 14,727 (14,711) (16) — — Investment income — — 8,735 — — 8,735 Equity in earnings of subsidiaries, net 9,678 11,858 204 — (21,740) — Other, net — (257) (60) 1 — (316) Income (loss) before income taxes 8,665 7,271 11,334 6,550 (21,740) 12,080 Income tax expense (benefit) 1,653 (2,407) 3,625 2,120 — 4,991 Net income (loss) 7,012 9,678 7,709 4,430 (21,740) 7,089 Less: net income attributable to noncontrolling interest — — 77 — — 77 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ 7,012 $ 9,678 $ 7,632 $ 4,430 $ (21,740) $ 7,012 Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ — $ 669,597 $ 43,161 $ (9,544) $ 703,214 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 288,210 8,097 (9,217) 287,090 Selling, general and administrative expenses 1,815 30 154,992 9,700 (327) 166,210 Acquisition and other transaction costs 30,663 — — — — 30,663 Depreciation and amortization — — 179,338 7,746 — 187,084 Operating income (loss) (32,478) (30) 47,057 17,618 — 32,167 Other income (expense): Interest expense, net of interest income 6 (99,232) (767) 97 — (99,896) Intercompany interest income (expense) — 44,182 (44,121) (61) — — Investment income — 157 22,911 — — 23,068 Equity in earnings of subsidiaries, net (10,182) 17,931 949 — (8,698) — Other, net — 3 82 (11) — 74 Income (loss) before income taxes (42,654) (36,989) 26,111 17,643 (8,698) (44,587) Income tax expense (benefit) (7,793) (19,541) 10,643 6,829 — (9,862) Net income (loss) (34,861) (17,448) 15,468 10,814 (8,698) (34,725) Less: net income attributable to noncontrolling interest — — 136 — — 136 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ (34,861) $ (17,448) $ 15,332 $ 10,814 $ (8,698) $ (34,861) Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $ Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Eliminations Consolidated Net revenues $ — $ (15) $ 532,785 $ 44,344 $ (9,856) $ 567,258 Operating expenses: Cost of services and products (exclusive of depreciation and amortization) — — 246,856 8,806 (9,533) 246,129 Selling, general and administrative expenses 2,967 7 108,032 8,715 (323) 119,398 Acquisition and other transaction costs 266 — — — — 266 Loss on impairment — — 610 — — 610 Depreciation and amortization — — 123,914 6,941 — 130,855 Operating income (loss) (3,233) (22) 53,373 19,882 — 70,000 Other income (expense): Interest expense, net of interest income 46 (56,446) (476) 49 — (56,827) Intercompany interest income (expense) (63,773) 82,375 (20,116) 1,514 — — Investment income — 166 24,470 — — 24,636 Equity in earnings of subsidiaries, net 59,840 50,073 565 — (110,478) — Other, net — (257) (100) (17) — (374) Income (loss) before income taxes (7,120) 75,889 57,716 21,428 (110,478) 37,435 Income tax expense (benefit) (22,057) 16,049 20,826 7,469 — 22,287 Net income (loss) 14,937 59,840 36,890 13,959 (110,478) 15,148 Less: net income attributable to noncontrolling interest — — 211 — — 211 Net income (loss) attributable to Consolidated Communications Holdings, Inc. $ 14,937 $ 59,840 $ 36,679 $ 13,959 $ (110,478) $ 14,937 Total comprehensive income (loss) attributable to common shareholders $ $ $ $ $ $
Schedule of condensed consolidating statements of cash flows	Condensed Consolidating Statements of Cash Flows (In thousands) Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ (23,187) $ (30,870) $ 157,051 $ 22,230 $ 125,224 Cash flows from investing activities: Business acquisition, net of cash acquired (862,385) — — — (862,385) Purchases of property, plant and equipment — — (108,816) (10,473) (119,289) Proceeds from sale of assets — — 269 27 296 Net cash provided by (used in) investing activities (862,385) — (108,547) (10,446) (981,378) Cash flows from financing activities: Proceeds from issuance of long-term debt — 1,031,325 — — 1,031,325 Payment of capital lease obligation — (5,224) (139) (5,363) Payment on long-term debt — (89,750) — — (89,750) Payment of financing costs — (16,732) — — (16,732) Share repurchases for minimum tax withholding (41) — — — (41) Dividends on common stock (66,698) — — — (66,698) Transactions with affiliates, net 952,661 (903,240) (37,777) (11,644) — Other (350) — — — (350) Net cash provided by (used in) financing activities 885,572 21,603 (43,001) (11,783) 852,391 Increase (decrease) in cash and cash equivalents — (9,267) 5,503 1 (3,763) Cash and cash equivalents at beginning of period — 27,064 13 — 27,077 Cash and cash equivalents at end of period $ — $ 17,797 $ 5,516 $ 1 $ 23,314 Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantors Non-Guarantors Consolidated Net cash (used in) provided by operating activities $ (74,807) $ 36,606 $ 184,604 $ 27,188 $ 173,591 Cash flows from investing activities: Business acquisition, net of cash acquired (13,422) — — — (13,422) Purchases of property, plant and equipment — — (83,867) (10,291) (94,158) Proceeds from sale of assets — — 61 10 71 Proceeds from business disposition 20,892 — — — 20,892 Net cash provided by (used in) investing activities 7,470 — (83,806) (10,281) (86,617) Cash flows from financing activities: Proceeds from issuance of long-term debt — 31,000 — — 31,000 Payment of capital lease obligation — — (1,659) (98) (1,757) Payment on long-term debt — (39,825) — — (39,825) Share repurchases for minimum tax withholding (71) — — — (71) Dividends on common stock (58,796) — — — (58,796) Transactions with affiliates, net 126,204 (268) (106,755) (19,181) — Net cash provided by (used in) financing activities 67,337 (9,093) (108,414) (19,279) (69,449) Increase (decrease) in cash and cash equivalents — 27,513 (7,616) (2,372) 17,525 Cash and cash equivalents at beginning of period — 5,877 7,629 2,372 15,878 Cash and cash equivalents at end of period $ — $ 33,390 $ 13 $ — $ 33,403

SUMMARY OF SIGNIFICANT ACCOUN30

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Business (Details) item in Thousands, $ in Millions	Sep. 30, 2017stateitemmi	Jan. 01, 2017USD ($)
Number of states | state	24
Number of fiber route miles | mi	36,000
Number of voice connections	990
Number of data connections	784
Number of video connections	105
Accounting Standards Update 2016-09
Cumulative effect adjustment increasing opening retained earnings | $		$ 2.2

SUMMARY OF SIGNIFICANT ACCOUN31

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Property, plant and equipment
Total plant in service	$ 3,424,108	$ 2,364,053
Less: accumulated depreciation and amortization	(1,510,094)	(1,345,551)
Plant in service	1,914,014	1,018,502
Totals	2,058,418	1,055,186
Land and buildings
Property, plant and equipment
Total plant in service	$ 249,912	105,923
Land and buildings | Minimum
Property, plant and equipment
Estimated Useful Lives	18 years
Land and buildings | Maximum
Property, plant and equipment
Estimated Useful Lives	40 years
Central office switching and transmission
Property, plant and equipment
Total plant in service	$ 1,070,214	861,608
Central office switching and transmission | Minimum
Property, plant and equipment
Estimated Useful Lives	3 years
Central office switching and transmission | Maximum
Property, plant and equipment
Estimated Useful Lives	25 years
Outside plant cable, wire and fiber facilities
Property, plant and equipment
Total plant in service	$ 1,808,299	1,201,042
Outside plant cable, wire and fiber facilities | Minimum
Property, plant and equipment
Estimated Useful Lives	3 years
Outside plant cable, wire and fiber facilities | Maximum
Property, plant and equipment
Estimated Useful Lives	50 years
Furniture, fixtures and equipment
Property, plant and equipment
Total plant in service	$ 253,718	167,125
Furniture, fixtures and equipment | Minimum
Property, plant and equipment
Estimated Useful Lives	3 years
Furniture, fixtures and equipment | Maximum
Property, plant and equipment
Estimated Useful Lives	15 years
Assets under capital lease
Property, plant and equipment
Total plant in service	$ 41,965	28,355
Assets under capital lease | Minimum
Property, plant and equipment
Estimated Useful Lives	3 years
Assets under capital lease | Maximum
Property, plant and equipment
Estimated Useful Lives	11 years
Construction in progress
Property, plant and equipment
Total plant in service	$ 104,429	21,956
Construction inventory
Property, plant and equipment
Total plant in service	$ 39,975	$ 14,728

ACQUISITION AND DIPOSITIONS - (

ACQUISITION AND DIPOSITIONS - (Details) $ / shares in Units, $ in Thousands	Jul. 03, 2017USD ($)$ / sharesshares	Dec. 03, 2016USD ($)statemi$ / shares	Jul. 01, 2016USD ($)	Sep. 30, 2017USD ($)statemi$ / sharesshares	Sep. 30, 2016USD ($)$ / shares	Sep. 30, 2017USD ($)statemi$ / sharesshares	Sep. 30, 2016USD ($)$ / shares	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)$ / shares	Dec. 14, 2016USD ($)
Unaudited Pro Forma Results
Number of fiber route miles | mi				36,000		36,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.01		$ 0.01			$ 0.01
Number of states | state				24		24
Warrants outstanding | shares				2,615,153		2,615,153
Number of shares eligible for each warrant | shares				1		1
Exercise price of warrants | $ / shares				$ 66.86		$ 66.86
Transaction costs				$ 27,139	$ 18	$ 30,663	$ 266
Estimated purchase price allocation
Goodwill				1,042,285		1,042,285			$ 756,877
Incremental Term Loan Facility
Unaudited Pro Forma Results
Aggregate principal amount	$ 935,000									$ 935,000
FairPoint Communications, Inc
Unaudited Pro Forma Results
Operating revenues				363,329	398,682	1,104,260	1,187,772
Income from operations				18,975	91,946	48,688	232,698
Net income (loss)				(628)	42,455	(10,576)	94,279
Less: income attributable to noncontrolling interest				54	77	136	211
Net income (loss) attributable to common stockholders				$ (682)	$ 42,378	$ (10,712)	$ 94,068
Net income (loss) per common share-basic and diluted (in dollars per share) | $ / shares				$ (0.01)	$ 0.60	$ (0.15)	$ 1.34
Number of fiber route miles | mi		21,000
Number of route miles of fiber network in New England | mi		17,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.01
Business combination exchange ratio		0.7300
Number of states | state		17
Purchase consideration at acquisition		$ 431,000
Assumption of debt at acquisition		919,300
Aggregate price of acquisition		431,000
Number of shares issued on date of merger | shares	20,100,000
Warrants outstanding | shares	2,615,153
Number of shares eligible for each warrant | shares	1
Exercise price of warrants | $ / shares	$ 66.86
Estimated cash payable to employees	$ 9,800			$ 8,700		$ 8,700
Transaction costs				27,000		30,200
Net carrying value of assets held for sale				20,400		20,400
Estimated purchase price allocation
Cash and cash equivalents	56,980
Accounts receivable	62,805
Other current assets	22,171
Assets held for sale	21,417
Property, plant and equipment	1,045,471
Intangible assets	303,080
Other long-term assets	2,685
Total assets acquired	1,514,609
Current liabilities	123,194
Liabilities held for sale	1,016
Pension and other post-retirement obligations	222,162
Deferred income taxes	89,137
Other long-term liabilities	14,190
Total liabilities assumed	449,699
Net fair value assets acquired	1,064,910
Goodwill	285,408
Total consideration transferred	$ 1,350,318
FairPoint Communications, Inc | Acquisition-related Costs
Unaudited Pro Forma Results
Net revenues				198,000
Net loss				(2,900)
Transaction costs				10,200
FairPoint Communications, Inc | Customer Relationships
Unaudited Pro Forma Results
Identifiable intangible assets acquired				300,200		$ 300,200
FairPoint Communications, Inc | Customer Relationships | Minimum
Unaudited Pro Forma Results
Estimated useful life						7 years
FairPoint Communications, Inc | Customer Relationships | Maximum
Unaudited Pro Forma Results
Estimated useful life						11 years
FairPoint Communications, Inc | Tradenames
Unaudited Pro Forma Results
Identifiable intangible assets acquired				1,100		$ 1,100
Estimated useful life						6 months
FairPoint Communications, Inc | Non-compete agreements
Unaudited Pro Forma Results
Identifiable intangible assets acquired				$ 1,800		$ 1,800
Estimated useful life						1 year
FairPoint Communications, Inc | Forecast
Unaudited Pro Forma Results
Estimated cash payable to employees								$ 500
FairPoint Communications, Inc | Incremental Term Loan Facility
Unaudited Pro Forma Results
Aggregate principal amount		$ 935,000
Champaign Telephone Company And Big Broadband Services
Unaudited Pro Forma Results
Cash paid on acquisition			$ 13,400
Working capital			800
Estimated purchase price allocation
Property, plant and equipment			6,900
Intangible assets			1,000
Goodwill			$ 4,700

ACQUISITION AND DISPOSITIONS -

ACQUISITION AND DISPOSITIONS - Divestiture (Details) $ in Thousands	Dec. 06, 2016USD ($)	Dec. 05, 2016item	Sep. 01, 2016USD ($)	Aug. 31, 2017USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)
Divestitures
Current assets							$ 21,406
Current liabilities							$ 1,075
Proceeds from business dispositions						$ 20,892
CCIC
Divestitures
Current tax expense						7,200
CCIC | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Divestitures
Proceeds from business dispositions			$ 21,000
Rural communities | item		11
ePlus Technology inc. | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Divestitures
Proceeds from business dispositions	$ 9,200
FairPoint Communications, Inc | Disposal Group, Held-for-sale, Not Discontinued Operations
Divestitures
Current assets				$ 235
Property, plant, and equipment				4,342
Goodwill				16,829
Total assets				21,406
Current liabilities				773
Deferred taxes				302
Total liabilities				$ 1,075
Annual revenue from divestitures (as a percentage)				1.00%
Parent
Divestitures
Proceeds from business dispositions						20,892
Other, net | CCIC | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Divestitures
Additional gain (loss) on sale					$ (300)	$ (900)

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Basic and diluted earnings per share attributable to common shareholders
Net income (loss)	$ (28,394)	$ 7,089	$ (34,725)	$ 15,148
Less: net income attributable to noncontrolling interest	54	77	136	211
Income (loss) attributable to common shareholders before allocation of earnings to participating securities	(28,448)	7,012	(34,861)	14,937
Less: earnings allocated to participating securities	127	131	291	393
Net income (loss) attributable to common shareholders, after earnings allocated to participating securities	$ (28,575)	$ 6,881	$ (35,152)	$ 14,544
Weighted-average number of common shares outstanding	69,830,000	50,294,000	56,955,000	50,292,000
Basic and diluted earnings (loss) per common share:
Net income (loss) per basic and diluted common share attributable to common shareholders (in dollars per share)	$ (0.41)	$ 0.14	$ (0.62)	$ 0.29
Common shares excluded from computation of potentially dilutive shares because of anti-dilutive effect	400,000	400,000	300,000	300,000
Warrants outstanding	2,615,153		2,615,153
Number of shares eligible for each warrant	1		1
Exercise price of warrants	$ 66.86		$ 66.86

INVESTMENTS - Schedule of Inves

INVESTMENTS - Schedule of Investments (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017USD ($)item	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)item	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)item
Investments
Cash distributions received from partnerships treated as cost method investees	$ 4,300	$ 3,100	$ 9,600	$ 9,600
Number of entity's investments which is accounted for using equity method | item	3		3		3
Cash distributions received from partnerships treated as equity method investees	$ 4,300	$ 5,500	$ 12,400	$ 13,600
Investments
Cash surrender value of life insurance policies	2,229		2,229		$ 2,156
Total	$ 108,268		$ 108,268		$ 106,221
GTE Mobilnet of South Texas Limited Partnership
Investments
Ownership percentage of cost method investee	2.34%		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%		3.60%
Investments
Cost method investments:	$ 22,950		$ 22,950		$ 22,950
CoBank, ACB Stock
Investments
Cost method investments:	9,105		9,105		8,138
Other
Investments
Cost method investments:	$ 318		$ 318		$ 200
GTE Mobilnet of Texas RSA #17 Limited Partnership
Investments
Ownership percentage of equity method investee	20.51%		20.51%		20.51%
Investments
Equity method investments:	$ 17,439		$ 17,439		$ 17,160
Pennsylvania RSA 6(I) Limited Partnership
Investments
Ownership percentage of equity method investee	16.67%		16.67%		16.67%
Investments
Equity method investments:	$ 7,172		$ 7,172		$ 6,540
Pennsylvania RSA 6(II) Limited Partnership
Investments
Ownership percentage of equity method investee	23.67%		23.67%		23.67%
Investments
Equity method investments:	$ 27,605		$ 27,605		$ 27,627

INVESTMENTS - Equity Method (De

INVESTMENTS - Equity Method (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Summary of unaudited summarized income statement information
Total revenues	$ 78,783	$ 83,149	$ 248,615	$ 247,691
Income from operations	23,436	24,690	69,243	77,083
Net income before taxes	23,069	24,295	68,111	75,880
Net income	23,069	$ 24,295	68,111	$ 75,880
Summary of unaudited summarized balance sheet information
Current assets	69,991		69,991		$ 64,083
Non-current assets	94,387		94,387		89,651
Current liabilities	25,186		25,186		21,985
Non-current liabilities	50,972		50,972		51,836
Partnership equity	$ 88,220		$ 88,220		$ 79,913

FAIR VALUE MEASUREMENTS - Finan

FAIR VALUE MEASUREMENTS - Financial Instruments (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value Measurements
Long-term interest rate swap assets	$ 390	$ 398
Current interest rate swap liabilities	(668)	(453)
Long-term interest rate swap liabilities	(5,371)	(216)
Total Fair Value	(5,649)	(271)
Significant Other Observable Inputs (Level 2)
Fair Value Measurements
Long-term interest rate swap assets	390	398
Current interest rate swap liabilities	(668)	(453)
Long-term interest rate swap liabilities	(5,371)	(216)
Total Fair Value	$ (5,649)	$ (271)

FAIR VALUE MEASUREMENTS - Fin38

FAIR VALUE MEASUREMENTS - Financial Instuments Not Carried at FV (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Carrying Value
Fair Value Measurements
Investments, equity basis	$ 52,216	$ 51,327
Investments, at cost	53,823	52,738
Long-term debt	2,331,493	1,388,786
Fair Value
Fair Value Measurements
Long-term debt	$ 2,264,771	$ 1,390,773

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details)	Nov. 01, 2017USD ($)	Jul. 03, 2017USD ($)	Dec. 21, 2016	Jun. 08, 2015USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)item	Oct. 31, 2016USD ($)	Sep. 30, 2014USD ($)	Dec. 31, 2017	Sep. 30, 2017USD ($)	Dec. 31, 2016USD ($)	Oct. 31, 2017USD ($)	Jul. 02, 2017USD ($)	Dec. 14, 2016USD ($)	Dec. 03, 2016USD ($)
Debt
Total long-term debt						$ 1,405,643,000				$ 2,354,806,000	$ 1,405,643,000
Less: current portion of long-term debt and capital leases						(14,922,000)				(28,824,000)	(14,922,000)
Less: deferred debt issuance costs						(13,967,000)				(14,735,000)	(13,967,000)
Total long-term debt						1,376,754,000				$ 2,311,247,000	1,376,754,000
Leverage ratio							3			3.98
Deferred debt issuance costs						$ 13,967,000				$ 14,735,000	13,967,000
Dividends available for distribution										$ 257,000,000
Percentage of increase in available cash used in repayment of debt during dividend suspension period										50.00%
Interest coverage ratio										6.67
Number of amendments | item						2
Forecast
Debt
Dividend declared	$ 27,400,000
Minimum
Debt
Interest coverage ratio										2.25
Maximum
Debt
Leverage ratio										5.10
Leverage ratio for an event of default										5.25
Senior Notes 6.50 Percent Due 2022
Debt
Total long-term debt						$ 495,698,000				$ 496,169,000	495,698,000
Unamortized discount						4,302,000				$ 3,831,000	$ 4,302,000
Aggregate principal amount				$ 300,000,000				$ 200,000,000
Leverage ratio										3.82
Interest rate (as a percent)				6.50%				6.50%		6.50%
Dividends available for distribution										$ 50,000,000
Issue price as a percentage of par				98.26%
Yield to maturity (as a percent)				6.80%
Gross proceeds				$ 294,800,000				$ 200,000,000
Remaining consolidated cash available for dividends and other restricted payments										$ 799,500,000
Number of times to be applied to fixed charges for calculating the deduction from cumulative consolidated net cash										1.75
Cumulative consolidated cash available to pay dividends and other restricted payments										$ 1,205,600,000
Senior Notes 6.50 Percent Due 2022 | Forecast
Debt
Dividend declared												$ 406,100,000
Senior Notes 6.50 Percent Due 2022 | Maximum
Debt
Leverage ratio										4.75
Senior Secured Credit Facility | Weighted average
Debt
Weighted average interest rate (as a percent)										4.24%	4.00%
Senior secured credit facility - revolving loan
Debt
Total long-term debt										$ 18,000,000
Maximum borrowing capacity of credit facility							$ 110,000,000
Amounts outstanding						0				18,000,000	$ 0
Stand-by letter of credit outstanding		$ 20,000,000								19,100,000			$ 15,000,000
Available borrowing capacity										$ 72,900,000
Senior secured credit facility - revolving loan | LIBOR | Minimum
Debt
Margin (as a percent)										2.50%
Senior secured credit facility - revolving loan | LIBOR | Maximum
Debt
Margin (as a percent)										3.25%
Senior secured credit facility - revolving loan | LIBOR | Weighted average | Forecast
Debt
Margin (as a percent)									3.00%
Senior secured credit facility - revolving loan | Alternate base rate | Minimum
Debt
Margin (as a percent)										1.50%
Senior secured credit facility - revolving loan | Alternate base rate | Maximum
Debt
Margin (as a percent)										2.25%
Senior secured credit facility - revolving loan | Alternate base rate | Weighted average | Forecast
Debt
Margin (as a percent)									2.00%
Term Loan
Debt
Total long-term debt						893,088,000				$ 1,817,324,000	893,088,000
Less: deferred debt issuance costs														$ (2,500,000)
Unamortized discount						4,662,000	2,300,000			8,676,000	4,662,000
Aggregate principal amount							$ 900,000,000
Quarterly principal payments required										$ 2,250,000
Deferred debt issuance costs														2,500,000
Issue discount (as a percentage)							0.25%
Term Loan | LIBOR
Debt
Margin (as a percent)										3.00%
Term Loan | LIBOR | Minimum
Debt
Margin (as a percent)										1.00%
Incremental Term Loan Facility
Debt
Aggregate principal amount		$ 935,000,000												$ 935,000,000
Issue discount (as a percentage)			0.50%
Commitment fees amortized over commitment period						14,000,000
Incremental Term Loan Facility | Forecast
Debt
Quarterly principal payments required					$ 2,340,000
Incremental Term Loan Facility | Maximum
Debt
Additional borrowing capacity							$ 300,000,000
Incremental Term Loan Facility | FairPoint Communications, Inc
Debt
Aggregate principal amount															$ 935,000,000
Incremental Term Loan Facility | LIBOR | Minimum
Debt
Margin (as a percent)		1.00%
Incremental Term Loan Facility | LIBOR | Maximum
Debt
Margin (as a percent)		3.00%
Capital lease agreements
Debt
Total long-term debt						$ 16,857,000				$ 23,313,000	$ 16,857,000

LONG-TERM DEBT - Capital Leases

LONG-TERM DEBT - Capital Leases (Details) $ in Millions	Sep. 30, 2017USD ($)
Capital Leases
Present value of the minimum remaining lease commitments	$ 23.3
Capital lease commitments due and payable within the next 12 months	10.5
Total remaining rental payments	25.2
LATEL
Capital Leases
Total remaining rental payments	$ 3

DERIVATIVE FINANCIAL INSTRUME41

DERIVATIVE FINANCIAL INSTRUMENTS - Interest Rate Swaps (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2017agreement	Sep. 30, 2017USD ($)item	Dec. 31, 2016USD ($)
Derivatives
Number of swap agreements that provide for the entity or the counterparties to post collateral | item		0
Interest rate swaps
Derivatives
Other long-term liabilities		$ (5,649)	$ (271)
Cash flow hedges | Interest rate swaps
Derivatives
Duration of hedge	1 year
Number of new agreements | agreement	4
Maximum | Cash flow hedges | Interest rate swaps
Derivatives
Notional amount		705,000
Minimum | Cash flow hedges | Interest rate swaps
Derivatives
Notional amount		450,000
Other Assets. | Cash flow hedges | Fixed to 1-month floating LIBOR (with floor)
Derivatives
Notional amount		100,000	100,000
Other assets		390	398
Accrued Expense | Cash flow hedges | Fixed to 1-month floating LIBOR (with floor)
Derivatives
Notional amount		600,000	100,000
Accrued expense		(668)	(453)
Other long-term liabilities | Cash flow hedges | Fixed to 1-month floating LIBOR (with floor)
Derivatives
Notional amount			50,000
Other long-term liabilities			$ (216)
Other long-term liabilities | Cash flow hedges | Series of forward starting fixed to 1-month floating LIBOR (with floor)
Derivatives
Notional amount		2,010,000
Other long-term liabilities		$ (5,371)

DERIVATIVE FINANCIAL INSTRUME42

DERIVATIVE FINANCIAL INSTRUMENTS - Effect of Interest Rate Derivatives (Details) - Interest rate swaps - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Derivative Instruments
Derivatives
Deferred gain (losses) included in AOCI (pretax)	$ (3,800)		$ (3,800)		$ (200)
Losses included in AOCI to be recognized in the next 12 months			(2,400)
Cash flow hedges
Derivatives
Unrealized loss recognized in AOCI, pretax	(528)	$ 5	(4,658)	$ (968)
Deferred losses reclassified from AOCI to interest expense	(369)	$ (259)	(1,098)	$ (758)
Gain (loss) recognized in interest expense from ineffectiveness	$ 269		$ (1,031)

EQUITY - Share-based Compensati

EQUITY - Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Weighted Average Grant Date Fair Value
Pretax stock-based compensation expense	$ 889	$ 862	$ 2,319	$ 2,666
Unrecognized share-based compensation
Unrecognized compensation costs	$ 5,100		$ 5,100
Weighted-average period of recognition			1 year 9 months 18 days
Restricted stock
Shares
Non-vested shares outstanding at the beginning of the period			93,662
Shares granted			124,100
Shares vested			(4,708)
Shares forfeited, cancelled or retired			(4,384)
Non-vested shares outstanding at the end of the period	208,670		208,670
Weighted Average Grant Date Fair Value
Non-vested shares outstanding at the beginning of the period (in dollars per share)			$ 22.34
Shares granted (in dollars per share)			23.12
Shares vested (in dollars per share)			22.30
Shares forfeited, cancelled or retired (in dollars per share)			22.47
Non-vested shares outstanding at the end of the period (in dollars per share)	$ 22.80		$ 22.80
Pretax stock-based compensation expense	$ 585	516	$ 1,549	1,588
Performance shares
Shares
Non-vested shares outstanding at the beginning of the period			109,160
Shares granted			36,982
Shares forfeited, cancelled or retired			(3,507)
Non-vested shares outstanding at the end of the period	142,635		142,635
Weighted Average Grant Date Fair Value
Non-vested shares outstanding at the beginning of the period (in dollars per share)			$ 20.12
Shares granted (in dollars per share)			23.27
Shares forfeited, cancelled or retired (in dollars per share)			20.68
Non-vested shares outstanding at the end of the period (in dollars per share)	$ 20.92		$ 20.92
Pretax stock-based compensation expense	$ 304	$ 346	$ 770	$ 1,078

EQUITY - Changes in AOCI (Detai

EQUITY - Changes in AOCI (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)
Accumulated other comprehensive loss, net of tax, by component
Balance at the beginning of the period	$ (47,277)
Other comprehensive income before reclassifications	(3,643)
Amounts reclassified from accumulated other comprehensive loss	3,067
Net current period other comprehensive income	(576)
Balance at the end of the period	(47,853)
Pension and Post-Retirement Obligations
Accumulated other comprehensive loss, net of tax, by component
Balance at the beginning of the period	(47,150)
Other comprehensive income before reclassifications	(814)
Amounts reclassified from accumulated other comprehensive loss	2,400
Net current period other comprehensive income	1,586
Balance at the end of the period	(45,564)
Derivative Instruments
Accumulated other comprehensive loss, net of tax, by component
Balance at the beginning of the period	(127)
Other comprehensive income before reclassifications	(2,829)
Amounts reclassified from accumulated other comprehensive loss	667
Net current period other comprehensive income	(2,162)
Balance at the end of the period	$ (2,289)

EQUITY - Reclassification from

EQUITY - Reclassification from AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
EQUITY
Income (loss) before income taxes	$ (34,683)	$ 12,080	$ (44,587)	$ 37,435
Interest expense	(36,307)	(19,075)	(99,896)	(56,827)
Tax benefit	6,289	(4,991)	9,862	(22,287)
Net income (loss)	(28,394)	7,089	(34,725)	15,148
Pension and Post-Retirement Obligations
EQUITY
Prior service credit	192	245	645	734
Actuarial loss	(1,325)	(1,356)	(4,625)	(4,067)
Income (loss) before income taxes	(1,133)	(1,111)	(3,980)	(3,333)
Tax benefit	466	432	1,580	1,297
Net income (loss)	(667)	(679)	(2,400)	(2,036)
Derivative Instruments
EQUITY
Interest expense	(369)	(259)	(1,098)	(758)
Tax benefit	151	100	431	292
Net income (loss)	$ (218)	$ (159)	$ (667)	$ (466)

PENSION PLANS AND OTHER POST-RE

PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)employeeitem
FairPoint Communications, Inc
Defined benefit plans
Number of non-contributory qualified defined benefit pension plans | item	2
Capped number of years for benefit accruals	30 years
Defined Benefit Plans
Defined benefit plans
Expected contribution to pension plan	$ 13,200
Employer contributions	$ 7,600
Post-retirement Benefit Obligations
Defined benefit plans
Number of persons eligible to become a new participant | employee	0
Plan unfunded status	$ 0
Expected contribution to pension plan	6,600
Employer contributions	$ 4,200
Supplemental Plans
Defined benefit plans
Number of non-qualified plans | item	2
Number of persons eligible to become a new participant | item	0
Plan unfunded status	$ 0

PENSION PLANS AND OTHER POST-47

PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS - Other Non-qualified Deferred Comp Agreements (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2017USD ($)	Sep. 30, 2017USD ($)item	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Other Non-qualified Deferred Compensation Agreements
Minimum number of years benefits are payable		5 years
Minimum age at which payments under deferred compensation agreements may begin		55 years
Payment related to deferred compensation agreements		$ 200,000	$ 200,000
Net present value of the remaining obligations	$ 1,800,000	$ 1,800,000		$ 2,000,000
Number of life insurance policies | item		25
Excess of cash surrender value of remaining life insurance policies over notes payable	2,200,000	$ 2,200,000		$ 2,200,000
Proceeds from life insurance policies	0	0	$ 200,000
New benefits accrued	$ 0	$ 0

PENSION PLANS AND OTHER POST-48

PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS - Components of net periodic pension cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Defined Benefit Plans
Components of net periodic pension costs
Service cost	$ 1,447	$ 86	$ 1,608	$ 258
Interest cost	7,332	4,072	14,512	12,218
Expected return on plan assets	(9,251)	(5,159)	(19,209)	(15,477)
Net amortization loss (gain)	1,368	1,356	4,755	4,067
Net prior service credit amortization	(61)	(114)	(254)	(343)
Curtailment gain			(1,337)
Net periodic pension cost	835	241	$ 75	723
Weighted-average assumptions used to determine the projected benefit obligations and net periodic benefit cost
Discount rate - net periodic benefit cost (as a percent)			4.01%
Expected long-term rate of return on plan assets (as a percent)			7.23%
Post-retirement Benefit Obligations
Components of net periodic pension costs
Service cost	126	151	$ 373	451
Interest cost	1,121	505	1,912	1,515
Expected return on plan assets	(28)	(37)	(85)	(111)
Net amortization loss (gain)	(43)		(130)
Net prior service credit amortization	(131)	(131)	(391)	(391)
Net periodic pension cost	$ 1,045	$ 488	$ 1,679	$ 1,464
Weighted-average assumptions used to determine the projected benefit obligations and net periodic benefit cost
Discount rate - net periodic benefit cost (as a percent)			3.94%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	Jul. 03, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Unrecognized tax benefits		$ 4,000		$ 4,000		$ 100
Decrease in liability for unrecognized tax benefits				100
Income tax expense (benefit)		$ (6,289)	$ 4,991	$ (9,862)	$ 22,287
Effective tax rate (as a percent)		18.10%	41.30%	22.10%	59.50%
Effective tax rate exclusive of taxable adjustment		42.20%	39.20%	39.40%	38.80%
Changes in unrecognized tax benefits				$ (100)
Increase tax provision due to acquisition			$ 2,300
CCIC | Disposal Group, Disposed of by Sale, Not Discontinued Operations
Current tax expense (benefit)					$ 7,200
Maximum
Unrecognized tax benefits that would impact effective tax rate		$ 3,800		3,800		$ 100
State
Deferred tax liabilities		$ 5,200		$ 5,200
FairPoint Communications, Inc
Changes in unrecognized tax benefits	$ 4,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Litigation (Details) $ in Thousands	Jul. 03, 2017USD ($)	Mar. 22, 2017	Sep. 30, 2017USD ($)subsidiaryitem	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)	Sep. 30, 2017USD ($)	Dec. 31, 2013USD ($)	Sep. 30, 2017USD ($)	May 31, 2017USD ($)	Mar. 28, 2017
Litigation and Contingencies
Number of subsidiaries that received assessment notice | subsidiary			2
Consolidated Communications Enterprise Services Inc. (CCES)
Litigation and Contingencies
Litigation amount accrued			$ 1,600			$ 1,600		$ 1,600
Consolidated Communications of Pennsylvania Company LLC (CCPA)
Litigation and Contingencies
Litigation amount accrued			$ 1,400			1,400		1,400
Sprint, MCI Communication Services, and Verizon
Litigation and Contingencies
Disputed amount								$ 4,800
Number of courts | item			1
FairPoint Communications, Inc
Litigation and Contingencies
Number of days to supplement disclosures and provide explanation		5 days
Percentage of shareholders voted for issue of common stock upon merger										98.00%
Attorney's fees and expenses	$ 345
Level 3 Communications
Litigation and Contingencies
Disputed amount						$ 1,600
Assessment by Commonwealth of Pennsylvania Department of Revenue | Maximum
Litigation and Contingencies
Potential liability amount guaranteed									$ 5,000
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				$ 700	$ 900		$ 4,200
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				$ 700	$ 700		$ 5,000

CONDENSED CONSOLIDATING FINAN51

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 23,314	$ 27,077	$ 33,403	$ 15,878
Accounts receivable, net	120,844	56,216
Income taxes receivable	23,494	21,616
Prepaid expenses and other current assets	33,852	28,292
Assets held for sale	21,406
Total current assets	222,910	133,201
Property, plant and equipment, net	2,058,418	1,055,186
Intangibles and other assets:
Investments	108,268	106,221
Goodwill	1,042,285	756,877
Other intangible assets	318,487	31,612
Other assets	10,857	9,661
Total assets	3,761,225	2,092,758
Current liabilities:
Accounts payable	14,154	6,766
Advance billings and customer deposits	45,086	26,438
Dividends payable	27,440	19,605
Accrued compensation	43,477	16,971
Accrued interest	17,183	11,260
Accrued expense	75,672	54,123
Current portion of long term debt and capital lease obligations	28,824	14,922
Liabilities held for sale	1,075
Total current liabilities	252,911	150,085
Long-term debt and capital lease obligations	2,311,247	1,376,754
Deferred income taxes	321,355	244,298
Pension and postretirement benefit obligations	340,067	130,793
Other long-term liabilities	33,996	14,573
Total liabilities	3,259,576	1,916,503
Shareholders' equity:
Common Stock	708	506
Other shareholders' equity	495,504	170,448
Total Consolidated Communications Holdings, Inc. shareholders' equity	496,212	170,954
Noncontrolling interest	5,437	5,301
Total shareholders' equity	501,649	176,255
Total liabilities and shareholders' equity	3,761,225	2,092,758
Eliminations
Current assets:
Accounts receivable, net	(88)	(42)
Income taxes receivable	(11,630)
Total current assets	(11,718)	(42)
Intangibles and other assets:
Investments in subsidiaries	(5,606,488)	(4,226,527)
Advances due to/from affiliates, net	(3,059,495)	(2,039,797)
Deferred income taxes	(36,162)	(17,150)
Total assets	(8,713,863)	(6,283,516)
Current liabilities:
Accrued expense	(88)	(42)
Income tax payable	(11,630)
Total current liabilities	(11,718)	(42)
Advances due to/from affiliates, net	(3,059,495)	(2,039,797)
Deferred income taxes	(36,162)	(17,150)
Total liabilities	(3,107,375)	(2,056,989)
Shareholders' equity:
Common Stock	(47,411)	(47,411)
Other shareholders' equity	(5,559,077)	(4,179,116)
Total Consolidated Communications Holdings, Inc. shareholders' equity	(5,606,488)	(4,226,527)
Total shareholders' equity	(5,606,488)	(4,226,527)
Total liabilities and shareholders' equity	(8,713,863)	(6,283,516)
Parent | Reportable legal entity
Current assets:
Income taxes receivable	15,540	20,756
Total current assets	15,540	20,756
Intangibles and other assets:
Investments in subsidiaries	3,532,114	2,192,556
Deferred income taxes	35,770	17,150
Total assets	3,583,424	2,230,462
Current liabilities:
Dividends payable	27,440	19,605
Accrued expense	277	36
Total current liabilities	27,717	19,641
Advances due to/from affiliates, net	3,059,495	2,039,797
Other long-term liabilities		70
Total liabilities	3,087,212	2,059,508
Shareholders' equity:
Common Stock	708	506
Other shareholders' equity	495,504	170,448
Total Consolidated Communications Holdings, Inc. shareholders' equity	496,212	170,954
Total shareholders' equity	496,212	170,954
Total liabilities and shareholders' equity	3,583,424	2,230,462
Subsidiary Issuer
Current assets:
Cash and cash equivalents	17,797	27,064	33,390	5,877
Subsidiary Issuer | Reportable legal entity
Current assets:
Cash and cash equivalents	17,797	27,064
Income taxes receivable	19,584
Prepaid expenses and other current assets		12,856
Total current assets	37,381	39,920
Intangibles and other assets:
Investments	8,495	8,338
Investments in subsidiaries	2,039,240	2,019,692
Advances due to/from affiliates, net	2,428,154	1,524,906
Deferred income taxes	392
Other assets	440	1,562
Total assets	4,514,102	3,594,418
Current liabilities:
Accrued interest	16,684	10,824
Accrued expense	756	15,057
Current portion of long term debt and capital lease obligations	18,351	9,000
Total current liabilities	35,791	34,881
Long-term debt and capital lease obligations	2,298,409	1,365,820
Deferred income taxes		984
Other long-term liabilities	5,371	216
Total liabilities	2,339,571	1,401,901
Shareholders' equity:
Other shareholders' equity	2,174,531	2,192,517
Total Consolidated Communications Holdings, Inc. shareholders' equity	2,174,531	2,192,517
Total shareholders' equity	2,174,531	2,192,517
Total liabilities and shareholders' equity	$ 4,514,102	3,594,418
Guarantors
Condensed Consolidating Balance Sheet
Ownership interest (as a percent)	100.00%
Current assets:
Cash and cash equivalents	$ 5,516	13	$ 13	7,629
Guarantors | Reportable legal entity
Current assets:
Cash and cash equivalents	5,516	13
Accounts receivable, net	113,503	48,911
Income taxes receivable		885
Prepaid expenses and other current assets	33,703	15,310
Total current assets	152,722	65,119
Property, plant and equipment, net	1,999,252	999,416
Intangibles and other assets:
Investments	99,773	97,883
Investments in subsidiaries	35,134	14,279
Goodwill	976,104	690,696
Other intangible assets	309,400	22,525
Advances due to/from affiliates, net	532,377	427,720
Other assets	10,379	8,058
Total assets	4,115,141	2,325,696
Current liabilities:
Accounts payable	14,154	6,766
Advance billings and customer deposits	43,602	24,981
Accrued compensation	42,296	16,002
Accrued interest	499	436
Accrued expense	74,017	38,192
Income tax payable	5,937
Current portion of long term debt and capital lease obligations	10,269	5,735
Total current liabilities	190,774	92,112
Long-term debt and capital lease obligations	12,392	10,332
Deferred income taxes	328,621	232,668
Pension and postretirement benefit obligations	321,133	109,185
Other long-term liabilities	27,564	13,807
Total liabilities	880,484	458,104
Shareholders' equity:
Common Stock	17,411	17,411
Other shareholders' equity	3,211,809	1,844,880
Total Consolidated Communications Holdings, Inc. shareholders' equity	3,229,220	1,862,291
Noncontrolling interest	5,437	5,301
Total shareholders' equity	3,234,657	1,867,592
Total liabilities and shareholders' equity	4,115,141	2,325,696
Non-Guarantors
Current assets:
Cash and cash equivalents	1			$ 2,372
Non-Guarantors | Reportable legal entity
Current assets:
Cash and cash equivalents	1
Accounts receivable, net	7,429	7,347
Income taxes receivable		(25)
Prepaid expenses and other current assets	149	126
Assets held for sale	21,406
Total current assets	28,985	7,448
Property, plant and equipment, net	59,166	55,770
Intangibles and other assets:
Goodwill	66,181	66,181
Other intangible assets	9,087	9,087
Advances due to/from affiliates, net	98,964	87,171
Other assets	38	41
Total assets	262,421	225,698
Current liabilities:
Advance billings and customer deposits	1,484	1,457
Accrued compensation	1,181	969
Accrued expense	710	880
Income tax payable	5,693
Current portion of long term debt and capital lease obligations	204	187
Liabilities held for sale	1,075
Total current liabilities	10,347	3,493
Long-term debt and capital lease obligations	446	602
Deferred income taxes	28,896	27,796
Pension and postretirement benefit obligations	18,934	21,608
Other long-term liabilities	1,061	480
Total liabilities	59,684	53,979
Shareholders' equity:
Common Stock	30,000	30,000
Other shareholders' equity	172,737	141,719
Total Consolidated Communications Holdings, Inc. shareholders' equity	202,737	171,719
Total shareholders' equity	202,737	171,719
Total liabilities and shareholders' equity	$ 262,421	$ 225,698

CONDENSED CONSOLIDATING FINAN52

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	$ 363,329	$ 191,541	$ 703,214	$ 567,258
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	145,323	85,646	287,090	246,129
Selling, general and administrative expenses	94,459	39,917	166,210	119,398
Acquisition and other transaction costs	27,139	18	30,663	266
Loss on impairment				610
Depreciation and amortization	104,406	43,224	187,084	130,855
Income (loss) from operations	(7,998)	22,736	32,167	70,000
Other income (expense):
Interest expense, net of interest income	(36,307)	(19,075)	(99,896)	(56,827)
Investment income	9,594	8,735	23,068	24,636
Other, net	28	(316)	74	(374)
Income (loss) before income taxes	(34,683)	12,080	(44,587)	37,435
Income tax expense (benefit)	(6,289)	4,991	(9,862)	22,287
Net income (loss)	(28,394)	7,089	(34,725)	15,148
Less: net income (loss) attributable to noncontrolling interest	54	77	136	211
Net income (loss) attributable to common shareholders	(28,448)	7,012	(34,861)	14,937
Total comprehensive income (loss) attributable to common shareholders	(27,848)	7,853	(35,437)	16,844
Eliminations
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	(3,170)	(3,294)	(9,544)	(9,856)
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	(3,061)	(3,186)	(9,217)	(9,533)
Selling, general and administrative expenses	(109)	(108)	(327)	(323)
Other income (expense):
Equity in earnings of subsidiaries, net	9,385	(21,740)	(8,698)	(110,478)
Income (loss) before income taxes	9,385	(21,740)	(8,698)	(110,478)
Net income (loss)	9,385	(21,740)	(8,698)	(110,478)
Net income (loss) attributable to common shareholders	9,385	(21,740)	(8,698)	(110,478)
Total comprehensive income (loss) attributable to common shareholders	8,118	(23,260)	(9,708)	(114,421)
Parent | Reportable legal entity
Operating expenses:
Selling, general and administrative expenses	552	995	1,815	2,967
Acquisition and other transaction costs	27,139	18	30,663	266
Income (loss) from operations	(27,691)	(1,013)	(32,478)	(3,233)
Other income (expense):
Interest expense, net of interest income			6	46
Intercompany interest income (expense)				(63,773)
Equity in earnings of subsidiaries, net	(7,137)	9,678	(10,182)	59,840
Income (loss) before income taxes	(34,828)	8,665	(42,654)	(7,120)
Income tax expense (benefit)	(6,380)	1,653	(7,793)	(22,057)
Net income (loss)	(28,448)	7,012	(34,861)	14,937
Net income (loss) attributable to common shareholders	(28,448)	7,012	(34,861)	14,937
Total comprehensive income (loss) attributable to common shareholders	(27,848)	7,853	(35,437)	16,844
Subsidiary Issuer | Reportable legal entity
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues		(9)		(15)
Operating expenses:
Selling, general and administrative expenses	20		30	7
Income (loss) from operations	(20)	(9)	(30)	(22)
Other income (expense):
Interest expense, net of interest income	(36,041)	(19,048)	(99,232)	(56,446)
Intercompany interest income (expense)	14,728	14,727	44,182	82,375
Investment income			157	166
Equity in earnings of subsidiaries, net	(2,975)	11,858	17,931	50,073
Other, net		(257)	3	(257)
Income (loss) before income taxes	(24,308)	7,271	(36,989)	75,889
Income tax expense (benefit)	(9,905)	(2,407)	(19,541)	16,049
Net income (loss)	(14,403)	9,678	(17,448)	59,840
Net income (loss) attributable to common shareholders	(14,403)	9,678	(17,448)	59,840
Total comprehensive income (loss) attributable to common shareholders	(13,803)	10,519	(18,024)	61,747
Guarantors | Reportable legal entity
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	351,693	180,284	669,597	532,785
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	145,337	86,403	288,210	246,856
Selling, general and administrative expenses	90,435	35,810	154,992	108,032
Loss on impairment				610
Depreciation and amortization	101,779	40,837	179,338	123,914
Income (loss) from operations	14,142	17,234	47,057	53,373
Other income (expense):
Interest expense, net of interest income	(317)	(68)	(767)	(476)
Intercompany interest income (expense)	(14,706)	(14,711)	(44,121)	(20,116)
Investment income	9,594	8,735	22,911	24,470
Equity in earnings of subsidiaries, net	727	204	949	565
Other, net	28	(60)	82	(100)
Income (loss) before income taxes	9,468	11,334	26,111	57,716
Income tax expense (benefit)	6,622	3,625	10,643	20,826
Net income (loss)	2,846	7,709	15,468	36,890
Less: net income (loss) attributable to noncontrolling interest	54	77	136	211
Net income (loss) attributable to common shareholders	2,792	7,632	15,332	36,679
Total comprehensive income (loss) attributable to common shareholders	3,335	8,178	16,620	38,316
Non-Guarantors | Reportable legal entity
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Net revenues	14,806	14,560	43,161	44,344
Operating expenses:
Cost of services and products (exclusive of depreciation and amortization)	3,047	2,429	8,097	8,806
Selling, general and administrative expenses	3,561	3,220	9,700	8,715
Depreciation and amortization	2,627	2,387	7,746	6,941
Income (loss) from operations	5,571	6,524	17,618	19,882
Other income (expense):
Interest expense, net of interest income	51	41	97	49
Intercompany interest income (expense)	(22)	(16)	(61)	1,514
Other, net		1	(11)	(17)
Income (loss) before income taxes	5,600	6,550	17,643	21,428
Income tax expense (benefit)	3,374	2,120	6,829	7,469
Net income (loss)	2,226	4,430	10,814	13,959
Net income (loss) attributable to common shareholders	2,226	4,430	10,814	13,959
Total comprehensive income (loss) attributable to common shareholders	$ 2,350	$ 4,563	$ 11,112	$ 14,358

CONDENSED CONSOLIDATING FINAN53

CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities
Net cash (used in) provided by operating activities	$ 125,224	$ 173,591
Cash flows from investing activities:
Business acquisition, net of cash acquired	(862,385)	(13,422)
Purchases of property, plant and equipment	(119,289)	(94,158)
Proceeds from sale of assets	296	71
Proceeds from business dispositions		20,892
Net cash used in investing activities	(981,378)	(86,617)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,031,325	31,000
Payment of capital lease obligations	(5,363)	(1,757)
Payment on long-term debt	(89,750)	(39,825)
Payment of financing costs	(16,732)
Share repurchases for minimum tax withholding	(41)	(71)
Dividends on common stock	(66,698)	(58,796)
Other	(350)
Net cash provided by (used in) financing activities	852,391	(69,449)
Increase (decrease) in cash and cash equivalents	(3,763)	17,525
Cash and cash equivalents at beginning of period	27,077	15,878
Cash and cash equivalents at end of period	23,314	33,403
Parent
Cash flows from operating activities
Net cash (used in) provided by operating activities	(23,187)	(74,807)
Cash flows from investing activities:
Business acquisition, net of cash acquired	(862,385)	(13,422)
Proceeds from business dispositions		20,892
Net cash used in investing activities	(862,385)	7,470
Cash flows from financing activities:
Share repurchases for minimum tax withholding	(41)	(71)
Dividends on common stock	(66,698)	(58,796)
Transactions with affiliates, net	952,661	126,204
Other	(350)
Net cash provided by (used in) financing activities	885,572	67,337
Subsidiary Issuer
Cash flows from operating activities
Net cash (used in) provided by operating activities	(30,870)	36,606
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,031,325	31,000
Payment on long-term debt	(89,750)	(39,825)
Payment of financing costs	(16,732)
Transactions with affiliates, net	(903,240)	(268)
Net cash provided by (used in) financing activities	21,603	(9,093)
Increase (decrease) in cash and cash equivalents	(9,267)	27,513
Cash and cash equivalents at beginning of period	27,064	5,877
Cash and cash equivalents at end of period	17,797	33,390
Subsidiary Issuer | Reportable legal entity
Cash flows from financing activities:
Cash and cash equivalents at beginning of period	27,064
Cash and cash equivalents at end of period	17,797
Guarantors
Cash flows from operating activities
Net cash (used in) provided by operating activities	157,051	184,604
Cash flows from investing activities:
Purchases of property, plant and equipment	(108,816)	(83,867)
Proceeds from sale of assets	269	61
Net cash used in investing activities	(108,547)	(83,806)
Cash flows from financing activities:
Payment of capital lease obligations	(5,224)	(1,659)
Transactions with affiliates, net	(37,777)	(106,755)
Net cash provided by (used in) financing activities	(43,001)	(108,414)
Increase (decrease) in cash and cash equivalents	5,503	(7,616)
Cash and cash equivalents at beginning of period	13	7,629
Cash and cash equivalents at end of period	5,516	13
Guarantors | Reportable legal entity
Cash flows from financing activities:
Cash and cash equivalents at beginning of period	13
Cash and cash equivalents at end of period	5,516
Non-Guarantors
Cash flows from operating activities
Net cash (used in) provided by operating activities	22,230	27,188
Cash flows from investing activities:
Purchases of property, plant and equipment	(10,473)	(10,291)
Proceeds from sale of assets	27	10
Net cash used in investing activities	(10,446)	(10,281)
Cash flows from financing activities:
Payment of capital lease obligations	(139)	(98)
Transactions with affiliates, net	(11,644)	(19,181)
Net cash provided by (used in) financing activities	(11,783)	(19,279)
Increase (decrease) in cash and cash equivalents	1	(2,372)
Cash and cash equivalents at beginning of period		$ 2,372
Cash and cash equivalents at end of period	1
Non-Guarantors | Reportable legal entity
Cash flows from financing activities:
Cash and cash equivalents at end of period	$ 1