Consolidated Communications Holdings
Nov 6, 2008

Consolidated Communications Holdings Reports Third Quarter 2008 Results

MATTOON, Ill., Nov. 6 /PRNewswire-FirstCall/ -- Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) reported results for the third quarter and nine-month period ended September 30, 2008.

    Third quarter summary:
    --  Revenue was $103.8 million.
    --  Net cash provided by operations was $24.5 million.
    --  Adjusted EBITDA was $46.2 million, which includes $1.2 million in
        recovery expenses from Hurricane Ike.
    --  Dividend payout ratio was 71.7%, which includes $1.2 million in
        recovery expenses from Hurricane Ike.

Bob Currey, Consolidated's president and CEO, said, "Our financial results were in line with our expectations with adjusted EBITDA of $47.4 million and a dividend payout ratio of 66.7%, excluding the $1.2 million in service restoral expenses resulting from Hurricane Ike. We continue to deliver solid growth in our DSL, IPTV, and ILEC VOIP offerings. Our broadband additions grew by an impressive 19% year-over-year.

"We have made great progress in the Pennsylvania market where integration continues to run ahead of schedule and above our synergy forecasts. To date, we have already taken action to achieve an annualized $7.0 million of the first year savings projection. The strong reception to our triple play bundle helped drive the ILEC line losses to the lowest rate in two years and 0.8% loss for the quarter. Our growth in total connections helped offset an increase in the access line loss we experienced due to the recent competitive launches in our Illinois and Texas markets."

"As previously announced, our Texas markets were hit hardest by Hurricane Ike. However, the storm also moved through the Midwest and our other markets causing severe power outages in Pennsylvania. We prepared for the storm and quickly realigned resources to manage service restoral. We suspended marketing, sales, and installations in order to focus efforts on our existing customers. Even with these challenges, our team still posted a solid quarter and grew total connections. I am extremely proud of our employees' relentless commitment to our customers through that difficult period," Currey concluded.

    Operating Statistics at September 30, 2008, Compared to September 30,
    2007.
    --  Total connections were 455,436, an increase of 6,604, or 1.5%.
    --  Total local access lines were 270,352, a decrease of 20,168, or 6.9%.
        --  Our existing Illinois and Texas operations had a decrease of
            16,721, or 7.4%.
        --  Our Pennsylvania operations had a decrease of 3,447, or 5.4%.
    --  ILEC Broadband connections were 104,583, an increase of 16,580, or
        18.8%.
        --  DSL subscribers were 89,129, an increase of 12,189, or 15.8%.
        --  IPTV subscribers were 15,454, an increase of 4,391, or 39.7%.
    --  ILEC VOIP lines were 5,739, an increase of 3,480, or 154.1%.
    --  CLEC access line equivalents were 74,762, an increase of 6,712, or
        9.9%.

Steve Childers, Consolidated's Chief Financial Officer, stated, "We are well positioned with respect to current conditions in the capital markets. Our financing is in place as all borrowings under our new credit facility have been executed and we have no debt maturities until December 31, 2014. From a liquidity standpoint, in addition to our current cash position, our $50 million revolver remains undrawn and fully available to us."

"We continue to build cushion on the payout ratio and are well within all leverage and coverage ratios of the credit facility. Approximately 90% of our term debt is fixed at an effective rate of 6.9% through various cash flow hedges. In addition, in the quarter, we added $790 million in basis swaps that overlay our existing hedge portfolio and are expected to yield approximately $1.5 million in cash interest savings over the life of our current hedging agreements," Childers concluded.

Cash Available to Pay Dividends

For the third quarter 2008, cash available to pay dividends, or CAPD, was $15.5 million. The third quarter payout ratio was 71.7%. By excluding the $1.2 million expenses related to Hurricane Ike, the payout ratio would have been 66.7% for the quarter as is reflected in the accompanying table. At September 30, 2008, cash and cash equivalents were $12.4 million. The company made capital expenditures of $10.8 million during the third quarter, which included $0.2 million in integration related capital.

    Financial Highlights for the Third Quarter Ended September 30, 2008
    --  Revenues were $103.8 million, compared to $80.3 million in the third
        quarter of 2007.  Revenues excluding the impact from the North
        Pittsburgh acquisition were $80.0 million, a decrease of $0.3 million.
        Increases in Data and Internet revenue associated with our continued
        growth in DSL, IPTV, and VOIP subscribers were offset by the decreases
        in Local Calling Service and Network Access.
    --  Depreciation and amortization was $22.8 million, compared to
        $16.4 million in the third quarter of 2007. The $6.4 million increase
        was attributable to the increased depreciation associated with the
        fixed assets acquired and the amortization of intangible assets
        recognized in conjunction with the acquisition of North Pittsburgh.
    --  Income from operations was $17.0 million, compared to $14.5 million in
        the third quarter of 2007.
    --  Interest expense, net was $13.6 million, compared to $11.9 million in
        the same quarter last year.  The increase was driven by the
        incremental debt and terms of the new credit facility associated with
        the North Pittsburgh acquisition.  Also, included in the quarter, was
        a $2.5 million non-cash benefit related to hedge accounting on the new
        interest rate basis swaps that were entered into on September 4, 2008.
    --  Other income, net was $5.8 million, compared to $1.7 million for same
        period in 2007.  As part of the acquisition of North Pittsburgh, the
        company acquired interests in three additional cellular partnerships,
        which accounted for approximately $3.7 million of income during the
        period.
    --  Net income was $5.0 million, compared to $2.3 million in the third
        quarter of 2007.  "Adjusted net income" excludes certain items in the
        manner described in the table provided in this release.  On that
        basis, "adjusted net income" was $4.7 million for the third quarter
        ended September 30, 2008, compared to $3.7 million in the third
        quarter of 2007.
    --  Net income per common share was $0.17, compared to $0.09 in the same
        quarter of 2007.  "Adjusted net income per share" excludes certain
        items in the manner described in the table provided in this release.
        On that basis, "adjusted net income per share" for the third quarter
        ended September 30, 2008 was $0.16 compared to $0.14 in the third
        quarter of 2007.  Additionally, third quarter 2008, operating expenses
        associated with Hurricane Ike, diluted net income per common share by
        $.02 per share.
    --  Adjusted EBITDA was $46.2 million, including the $1.2 million in
        additional overtime, contractor, and vendor costs related to
        recover efforts for Hurricane Ike, compared to $33.5 million for the
        same period in 2007.  The increase was primarily driven by the impact
        of the North Pittsburgh acquisition.  Net cash provided from operating
        activities was $24.5 million, compared to $15.7 million for the third
        quarter in 2007.
    --  The total net debt to last twelve month Adjusted EBITDA coverage ratio
        improved to 4.5 times to one, and all coverage ratios were in
        compliance with our credit facility.


    Financial Highlights for the Nine Months Ended September 30, 2008
    --  Revenues were $315.7 million, compared to $244.2 million for the prior
        year period.  Revenues excluding the impact from the North Pittsburgh
        acquisition were $243.9 million for the first nine months of 2008.
        Increases in Data and Internet revenue from DSL, IPTV and VOIP growth
        were offset by declines in Local Calling Services and Network Access.
    --  Net income was $8.9 million, compared to $12.5 million for the same
        nine months of 2007.  This decrease was impacted by both the
        $9.2 million in pre-tax charges associated with the senior notes
        redemption in the second quarter of 2008 and the decrease in
        $1.2 million of recovery expenses from Hurricane Ike.
    --  Net income per common share was $0.30, compared to $0.48 in the same
        period of 2007.  "Adjusted net income per share" excludes certain
        items in the manner described in the table provided in this release.
        On that basis, "adjusted net income per share" for the nine months
        ended September 30, 2008 was $0.54, compared to $0.54 for the prior
        year period.  Additionally, operating expenses associated with
        Hurricane Ike in the third quarter, diluted net income per common
        share by $.02 per share.
    --  Adjusted EBITDA was $143.6 million including the $1.2 million in
        charges related to Hurricane Ike, compared to $106.7 million for the
        same period in 2007.  The increase was primarily driven by the impact
        of the North Pittsburgh acquisition.
    --  Net cash provided from operating activities was $66.6 million,
        compared to $52.8 million for the nine month period in 2007.


Financial Guidance

For 2008, the company updated the following full year guidance: Capital expenditures are not expected to exceed $48.0 million, including $2.0 million associated with integration related capital expenditures. The cash interest expense is now expected to be in the range of $65.0 million to $65.5 million and cash income taxes are now expected to be in the range of $13.0 million to $14.0 million.

Dividend Payments

On November 4, 2008, the company's board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on February 1, 2009 to stockholders of record at the close of business on January 15, 2009.

Conference Call Information

The Company will host a conference call today at 11:00 a.m. Eastern Time / 10:00 a.m. Central Time to discuss third quarter earnings and developments in the business. The call is being webcast and can be accessed from the "Investor Relations" section of the Company's website at http://www.consolidated.com. The webcast will also be archived on the Company's website. If you do not have internet access, the conference call dial-in number is 1-800-642-1783. International parties can access the call by dialing 1-706-679-5600. A telephonic replay of the conference call will also be available starting two hours after completion of the call until November 10, 2008 at midnight Eastern Time. To hear the replay, parties in the United States and Canada should call 1-800-642-1687 and international parties should call 1-706-645-9291 and enter pass code 67295164.

Use of Non-GAAP Financial Measures

This press release, as well as the conference call, includes disclosures regarding "Adjusted EBITDA", "cash available to pay dividends", "total net debt to last twelve month Adjusted EBITDA coverage ratio", "adjusted net income," and "adjusted net income per share", all of which are non-GAAP financial measures. Accordingly, they should not be construed as alternatives to net cash from operating or investing activities, cash and cash equivalents, cash flows from operations, net income (loss) or net income (loss) per share as defined by GAAP and are not, on their own, necessarily indicative of cash available to fund cash needs as determined in accordance with GAAP. In addition, not all companies use identical calculations, and the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.

Adjusted EBITDA is comprised of historical EBITDA, adjusted for certain items as permitted or required by the lenders under the credit facility in place at the end of each quarter in the periods presented. The tables that follow include an explanation of how Adjusted EBITDA is calculated for each of the periods presented.

EBITDA is defined as net earnings (loss) before interest expense, income taxes, depreciation and amortization on an historical basis. We believe net cash provided by operating activities is the most directly comparable financial measure to EBITDA under GAAP. EBITDA is a non-GAAP financial measure.

Cash available to pay dividends represents Adjusted EBITDA plus cash interest income less (1) cash interest expense, (2) capital expenditures, (3) cash taxes and (4) stock repurchases.

We present Adjusted EBITDA and cash available to pay dividends for several reasons. Management believes Adjusted EBITDA and cash available to pay dividends are useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt) and pay dividends. In addition, we have presented Adjusted EBITDA and cash available to pay dividends to investors in the past because they are frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting them here provides a measure of consistency in our financial reporting. Adjusted EBITDA and cash available to pay dividends, referred to as Available Cash in our credit agreement, are also components of the restrictive covenants and financial ratios contained in the agreements governing our debt that require us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt and to pay dividends. The definitions in these covenants and ratios are based on Adjusted EBITDA and cash available to pay dividends after giving effect to specified charges. Other information related to the non-GAAP financial measures, specifically "total net debt to last twelve month Adjusted EBITDA coverage ratio"; help put these measures in context. As a result, management believes the presentation of Adjusted EBITDA and cash available to pay dividends, as supplemented by "total net debt to last twelve months Adjusted EBITDA coverage ratio," provides important additional information to investors. In addition, Adjusted EBITDA and cash available to pay dividends provide our board of directors with meaningful information to determine, with other data, assumptions and considerations, our dividend policy and our ability to pay dividends under the restrictive

covenants in the agreements governing our debt and to measure our ability to service and repay debt.

These non-GAAP financial measures have certain shortcomings. In particular, Adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure. Similarly, while we may generate cash available to pay dividends, we are not required to use any such cash to pay dividends, and the payment of any dividends is subject to declaration by our board of directors, compliance with applicable law and the terms of our credit agreement.

Because Adjusted EBITDA is a component of the Dividend Payout Ratio and the ratio of total net debt to last twelve month Adjusted EBITDA, these measures are also subject to the material limitations discussed above. In addition, the ratio of total net debt to last twelve month Adjusted EBITDA is subject to the risk that we may not be able to use the cash on the balance sheet to reduce our debt on a dollar-for-dollar basis. Management believes these ratios are useful as a means to evaluate our ability to incur additional indebtedness in the future and, together with adjusted net income and adjusted net income per share, assist investors, securities analysts and other interested parties in evaluating both our company over time and the relative performance of the companies in our industry.

About Consolidated

Consolidated Communications Holdings, Inc. is an established rural local exchange company providing voice, data and video services to residential and business customers in Illinois, Texas and Pennsylvania. Each of the operating companies has been operating in its local market for over 100 years. With approximately 270,352 ILEC access lines, 74,762 Competitive Local Exchange Carrier (CLEC) access line equivalents, 89,129 DSL subscribers, and 15,454 IPTV subscribers, Consolidated Communications offers a wide range of telecommunications services, including local and long distance service, custom calling features, private line services, high-speed Internet access, digital TV, carrier access services, and directory publishing. Consolidated Communications is the 13th largest local telephone company in the United States.

Safe Harbor

Any statements contained in this press release other than statements of historical fact, including statements about management's beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as "estimate," "believe," "anticipate," "expect," "intend," "plan," "target," "project," "should," "may," "will" and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include our ability to successfully integrate North Pittsburgh's operations and realize the synergies from the acquisition, as well as a number of other factors related to our business, including various risks to shareholders of not receiving dividends and risks to Consolidated's ability to pursue growth opportunities if Consolidated continues to pay dividends according to the current dividend policy; various risks to the price and volatility of Consolidated's common stock; the substantial amount of debt and Consolidated's ability to incur additional debt in the future; Consolidated's need for a significant amount of cash to service and repay the debt and to pay dividends on the common stock; restrictions contained in the debt agreements that limit the discretion of management in operating the business; the ability to refinance the existing debt as necessary; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with Consolidated's possible pursuit of acquisitions; economic conditions in the Consolidated service areas in Illinois, Texas and Pennsylvania; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of Consolidated's network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in Consolidated's filings with the Securities and Exchange Commission, including our reports on Form 10-K and Form 10-Q. Many of these risks are beyond management's ability to control or predict. All forward-looking statements attributable to Consolidated or persons acting on behalf of us are expressly qualified in their entirety by the cautionary statements and risk factors contained in this press release and Consolidated's filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, Consolidated does not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

     Company Contact:
     Matt Smith
     Director - Investor Relations
     217-258-2959
     matthew.smith@consolidated.com

                              - Tables Follow -



                         Consolidated Communications
                    Condensed Consolidated Balance Sheets
                            (Dollars in thousands)
                                 (Unaudited)

                                                   September 30,  December 31,
                                                       2008          2007
                                                   ------------  ------------
    ASSETS
    Current assets:
      Cash and cash equivalents                       $12,435       $34,341
      Accounts receivable, net                         46,325        44,001
      Prepaid expenses and other current assets        23,523        21,273
                                                   ------------  ------------
    Total current assets                               82,283        99,615

    Property, plant and equipment, net                396,438       411,647
    Intangibles, net and other assets                 775,359       793,329
                                                   ------------  ------------
    Total assets                                   $1,254,080    $1,304,591
                                                   ============  ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Current portion of capital lease obligation        $906        $1,010
      Accounts payable                                 10,721        17,386
      Accrued expenses and other current
       liabilities                                     57,584        66,547
                                                   ------------  ------------
    Total current liabilities                          69,211        84,943

    Capital lease obligation less current portion         581         1,636
    Long-term debt                                    880,000       890,000
    Other long-term liabilities                       170,364       168,324
                                                   ------------  ------------
    Total liabilities                               1,120,156     1,144,903
                                                   ------------  ------------

    Minority interests                                  4,872         4,322
                                                   ------------  ------------
    Stockholders' equity:
      Common stock, $0.01 par value                       295           294
      Paid in capital                                 279,568       278,175
      Accumulated deficit                            (142,852)     (117,452)
      Accumulated other comprehensive loss             (7,959)       (5,651)
                                                   ------------  ------------
    Total stockholders' equity                        129,052       155,366
                                                   ------------  ------------
    Total liabilities and stockholders' equity     $1,254,080    $1,304,591
                                                   ============  ============



                         Consolidated Communications
               Condensed Consolidated Statements of Operations
               (Dollars in thousands, except per share amounts)
                                 (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                      September 30,         September 30,
                                   ------------------   ------------------
                                      2008      2007       2008      2007
                                    -------   -------    -------   -------
    Revenues                       $103,824   $80,320   $315,682  $244,244
    Operating expenses:
      Cost of services and
       products                      37,778    27,698    107,749    79,115
      Selling, general and
       administrative expenses       26,162    21,800     81,217    66,395
      Depreciation and amortization  22,841    16,350     68,062    49,585
                                    -------   -------    -------   -------
    Income from operations           17,043    14,472     58,654    49,149
    Other income (expense):
      Interest expense, net         (13,596)  (11,865)   (47,634)  (34,726)
      Loss on extinguishment
       of debt                            -         -     (9,224)        -
      Other income, net               5,786     1,746     14,474     4,786
                                    -------   -------    -------   -------
    Income before income taxes        9,233     4,353     16,270    19,209
    Income tax expense                4,262     2,012      7,410     6,756
                                    -------   -------    -------   -------

    Net income                       $4,971     2,341     $8,860   $12,453
                                    =======   =======    =======   =======

    Diluted net income per
     common share                     $0.17     $0.09      $0.30     $0.48
                                    =======   =======    =======   =======



                         Consolidated Communications
               Condensed Consolidated Statements of Cash Flows
                            (Dollars in thousands)
                                 (Unaudited)

                             Three Months Ended          Nine Months Ended
                                September 30,              September 30,
                           ----------------------      --------------------
                              2008          2007         2008         2007
                           --------      --------    ---------    ---------
    OPERATING ACTIVITIES
    Net income              $4,971        $2,341       $8,860      $12,453
    Adjustments to reconcile
     net income to cash
     provided by operating
     activities:
      Depreciation and
       amortization         22,841        16,350       68,062       49,585
      Non-cash stock
       compensation            542         1,236        1,402        2,942
      Loss on redemption
       of senior notes           -             -        9,224            -

      Other adjustments,
       net                  (1,248)       (3,576)      (5,592)          461
    Changes in operating
     assets and
     liabilities,  net      (2,640)         (681)     (15,310)     (12,662)
                           --------      --------    ---------    ---------
        Net cash provided
         by operating
         activities         24,466        15,670       66,646       52,779
                           --------      --------    ---------    ---------
    INVESTING ACTIVITIES
      Securities purchased       -             -            -      (10,625)
      Proceeds from sale
       of investments and
       securities                -        10,625            -       10,625
      Capital
       expenditures        (10,845)       (7,975)     (37,131)     (24,648)
                           --------      --------    ---------    ---------
        Net cash used for
         investing
         activities        (10,845)        2,650      (37,131)     (24,648)
                           --------      --------    ---------    ---------
    FINANCING ACTIVITIES
      Proceeds from
       issuance of stock         -             -            -           12
      Proceeds from
       issuance of long-
       term obligations          -             -      120,000            -

      Payments made on long-
       term obligations       (254)            -     (137,087)           -

      Payment of deferred
       financing costs           -             -         (240)        (320)
      Purchase and
       retirement of common
       stock                     -             -           (8)           -

      Dividends on common
       stock               (11,365)      (10,047)     (34,086)     (30,140)
                           --------      --------    ---------    ---------
        Net cash used in
         financing
         activities        (11,619)      (10,047)     (51,421)     (30,448)
                           --------      --------    ---------    ---------
    Net increase in
     cash and cash
     equivalents             2,002         8,273      (21,906)      (2,317)
    Cash and cash
     equivalents at
     beginning of period    10,433        16,082       34,341       26,672
                           --------      --------    ---------    ---------
    Cash and cash
     equivalents at
     end of period         $12,435       $24,355      $12,435      $24,355
                           ========      ========    =========    =========



                         Consolidated Communications
                       Consolidated Revenue by Category
                            (Dollars in thousands)
                                 (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                   ------------------   ------------------
                                      2008      2007       2008      2007
                                    -------   -------    -------   -------
    Telephone Operations
      Local calling services        $25,992   $20,536    $79,475   $62,788
      Network access services        23,359    17,094     72,465    52,893
      Subsidies                      13,758    10,055     40,952    32,752
      Long distance services          5,815     3,577     18,268    10,788
      Data and Internet services     16,530     9,896     46,140    27,630
      Other services                  8,870     8,898     27,634    26,719
                                    -------   -------    -------   -------
    Total Telephone Operations       94,324    70,056    284,934   213,570
    Other Operations                  9,500    10,264     30,748    30,674
                                    -------   -------    -------   -------
    Total operating revenues       $103,824   $80,320   $315,682  $244,244
                                    =======   =======    =======   =======



                         Consolidated Communications
                   Schedule of Adjusted EBITDA Calculation
                            (Dollars in thousands)
                                 (Unaudited)

                             Three Months Ended         Nine Months Ended
                                September 30,               September 30,
                           ----------------------      --------------------
                             2008          2007          2008         2007
                           --------      --------    ---------    ---------
    Historical EBITDA:
    Net cash provided by
     operating activities  $24,466       $15,670      $66,646      $52,779
    Adjustments:
      Compensation from
       restricted share plan  (542)       (1,236)      (1,402)      (2,942)
      Loss on redemption of
       senior notes              -             -       (9,224)           -
      Other adjustments,
       net                   1,248         3,576        5,592        (461)
    Changes in operating
     assets and liabilities  2,640           681       15,310       12,662
    Interest expense, net   13,596        11,865       47,634       34,726
    Income taxes             4,262         2,012        7,410        6,756
                           --------      --------    ---------    ---------
    Historical EBITDA (1)   45,670        32,568      131,966      103,520

    Adjustments to
     EBITDA (2):
      Integration
       and restructuring (3) 1,052           181        3,155          654
      Other, net (4)        (5,931)       (1,997)     (15,024)      (5,027)
      Investment
       distributions (5)     4,862         1,498       12,918        4,651
      Non-cash
       compensation (6)        542         1,236        1,402        2,942
      Loss on redemption
       of senior notes (7)       -             -        9,224            -
                           --------      --------    ---------    ---------

    Adjusted EBITDA        $46,195       $33,486     $143,641     $106,740
                           ========      ========    =========    =========

    Footnotes for Adjusted EBITDA:


    (1)  Historical EBITDA is defined as net earnings (loss) before interest
         expense, income taxes, depreciation and amortization on a historical
         basis.

    (2)  These adjustments reflect those required or permitted by the lenders
         under the credit facility in place at the end of each of the quarters
         included in the periods presented.

    (3)  Represents certain expenses associated with integrating and
         restructuring the Texas, Illinois and Pennsylvania businesses. For
         the third quarter of 2008, this is comprised of $0.6 million of
         integration costs and $0.4 million of severance costs.  For the third
         quarter of 2007, this is comprised of $0.1 million of integration
         costs and $0.1 million of severance costs.

    (4)  Other, net includes the equity earnings from our investments,
         dividend income and certain other miscellaneous non-operating items.

    (5)  For purposes of calculating adjusted EBITDA, we include all cash
         dividends and other cash distributions received from our investments.

    (6)  Represents compensation expenses in connection with our Restricted
         Share Plan, which because of the  non-cash nature of the expenses are
         being excluded from adjusted EBITDA.

    (7)  This includes approximately $6.3 million as a call premium and
         $2.9 million in write offs of deferredfinancing costs incurred with
         the redemption of the 9.75% senior notes on April 1, 2008.



                         Consolidated Communications
Schedule of Adjusted EBITDA Calculation, Excluding Expenses For Hurricane Ike
                            (Dollars in thousands)
                                 (Unaudited)

                                   Three Months Ended    Nine Months Ended
                                      September 30,        September 30,
                                   ------------------   ------------------
                                      2008      2007       2008      2007
                                    -------   -------    -------   -------

    Adjusted EBITDA                 $46,195   $33,486   $143,641  $106,740
    Hurricane Ike related expenses   $1,200        $-     $1,200        $-
                                    =======   =======    =======   =======
    Adjusted EBITDA, excluding
     Hurricane Ike expenses         $47,395   $33,486   $144,841  $106,740



                         Consolidated Communications
                       Cash Available to Pay Dividends
                            (Dollars in thousands)
                                 (Unaudited)

                                                  Three Months    Nine Months
                                                      Ended          Ended
                                                  September 30,  September 30,
                                                       2008           2008
                                                  ----------------------------
    Adjusted EBITDA                                  $46,195       $143,641

     - Cash interest expense                         (15,894)       (49,414)
     - Capital Expenditures                          (10,845)       (37,131)
     - Cash income taxes                              (3,656)        (9,241)
     + Cash interest income                               41            329
                                                  ------------   ------------

    Cash available to pay dividends                  $15,841        $48,184
                                                  ============   ============

    Quarterly Dividend                               $11,365        $34,086
    Payout Ratio                                        71.7%          70.7%



                         Consolidated Communications
       Cash Available to Pay Dividends, Excluding Hurricane Ike Expense
                            (Dollars in thousands)
                                 (Unaudited)

                                                  Three Months    Nine Months
                                                      Ended          Ended
                                                  September 30,  September 30,
                                                       2008           2008
                                                  ----------------------------
    Adjusted EBITDA, excluding Hurricane
     Ike expenses                                    $47,395       $144,841

     - Cash interest expense                         (15,894)       (49,414)
     - Capital Expenditures                          (10,845)       (37,131)
     - Cash income taxes                              (3,656)        (9,241)
     + Cash interest income                               41            329
                                                  ------------   ------------

    Cash available to pay dividends                  $17,041        $49,384
                                                  ============   ============

    Quarterly Dividend                               $11,365        $34,086
    Payout Ratio                                        66.7%          69.0%



                         Consolidated Communications
                 Total Net Debt to LTM Adjusted EBITDA Ratio
                            (Dollars in thousands)
                                 (Unaudited)

    Summary of Outstanding Debt
    Term loan                                         $880,000
    Capital leases                                       1,487
                                                     -----------
    Total debt as of September 30, 2008               $881,487
    Less cash on hand                                  (12,435)
                                                     -----------
    Total net debt as of September 30, 2008           $869,052
                                                     ===========

    Adjusted EBITDA for the last twelve
     months ended September 30, 2008 (1)              $191,941

    Total Net Debt to last twelve months
      Adjusted EBITDA                                      4.5 x


    (1)  Per the new credit facility adjusted EBITDA for the fourth quarter of
    2007 was $48,300 and reflects a combined pro forma number for the fourth
    quarter 2007.  Adjusted EBITDA for the fourth quarter 2007 is the sum of
    $11,264 for the Pennsylvania operations and $37,036 for the Illinois and
    Texas operations. Adjusted EBITDA reflects actual results for the first
    nine months of 2008



                         Consolidated Communications
             Adjusted Diluted Net Income and Net Income Per Share
                            (Dollars in thousands)
                                 (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                  September  September   September  September
                                     30,         30,         30,         30,
                                    2008        2007        2008        2007
                                ---------   ---------   ---------   ---------
    Reported net income applicable
     to common stockholders        $4,971      $2,341      $8,860     $12,453
    Deferred tax adjustment                         -           -      (1,731)
    Bond Redemption charge,
     net of tax                                     -       5,193           -
    Non-cash interest on interest
     rate hedges, net of tax       (1,389)          -      (1,389)          -
    Severance, net of tax             239          23         426          86
    Integration and restructuring
     charges, net of tax              339          77       1,335         280
    Non-cash compensation             542       1,236       1,402       2,942
                                ---------   ---------   ---------   ---------

    Adjusted income applicable to
     common stockholders           $4,702      $3,677     $15,827     $14,030
                                =========   =========   =========   =========

    Weighted average number of
     shares outstanding        29,529,487  26,144,943  29,519,578  26,102,020
                                =========   =========   =========   =========
    Adjusted diluted net income
     per share                      $0.16       $0.14       $0.54       $0.54
                                =========   =========   =========   =========

    Calculations above assume a 45.0 percent effective tax rate for both three
month periods ended September 30, 2008 and 2007 and 45.0 percent and 44.0
percent effective tax rate for the nine months ended September 30, 2008 and
2007, respectively.



                         Consolidated Communications
                           Key Operating Statistics

                                     September 30,     June 30,  September 30,
                                                                      (4)
                                          2008           2008         2007
                                     -----------     ----------  ------------
    Local access lines in service
      Residential                       167,581        174,641      186,890
      Business                          102,771        102,152      103,630
                                     -----------     ----------  ------------
    Total local access lines            270,352        276,793      290,520

    Total IPTV subscribers               15,454         14,112       11,063

    ILEC DSL subscribers (1)             89,129         86,575       76,940
                                     -----------     ----------  ------------

    ILEC Broadband Connections          104,583        100,687       88,003

    ILEC VOIP subscribers                 5,739          4,088        2,259

    CLEC Access Line Equivalents (2)     74,762         73,713       68,050

    Total connections                   455,436        455,281      448,832
                                     ===========     ==========  ============

    Long distance lines (3)             166,652        167,767      167,002
    Dial-up subscribers                   5,442          5,687        8,911

    IPTV Homes passed                   134,925        129,872      107,631

    (1) Includes only ILEC DSL.  CLEC DSL is included in CLEC access line
    equivalents.

    (2) CLEC access line equivalents represent a combination of voice services
    and data circuits.  The calculations represent a conversion of data
    circuits to an access line basis.  Equivalents are calculated by
    converting data circuits (basic rate interface (BRI), primary rate
    interface (PRI), DSL, DS-1, DS-3, and Ethernet) and SONET-based (optical)
    services (OC-3 and OC-48) to the equivalent of an access line.

    (3) Reflects the inclusion of long distance service provided as part of
    the VOIP offering, but excludes CLEC long distance subscribers.  North
    Pittsburgh included company and toll-free long distance lines in their
    counts.  In order to be consistent with our IL and TX operations, we are
    excluding these from the lines and have reflected this in all above
    periods.

    (4) Presented on a pro forma basis to include the aggregate operating
    statistics of IL, TX and PA as of September 30, 2007, as if the
    acquisition of North Pittsburgh had occurred prior to that date.

SOURCE
Consolidated Communications Holdings, Inc.

CONTACT:
Matt Smith, Director - Investor Relations of Consolidated Communications Holdings, Inc., +1-217-258-2959, matthew.smith@consolidated.com