Consolidated Communications Holdings
Mar 4, 2010

Consolidated Communications Holdings Reports Fourth Quarter and Full Year 2009 Results

Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) reported results for the fourth quarter and year ended December 31, 2009.

Fourth quarter and full year 2009 financial summary:

  --  Revenue was $100.8 million for the quarter and $406.2 million for the
      year.
  --  Net cash provided by operations was $34.1 million for the quarter and
      $116.3 million for the year.
  --  Adjusted EBITDA was $48.1 million for the quarter and $188.8 million for
      the year.
  --  Dividend payout ratio was 60.3% for the quarter and 58.4% for the year.
  --  Cash and cash equivalents ended at $42.8 million, an increase of $27.3
      million over 2008.


"I am pleased to report another strong quarter and full year of financial and operating results. We executed on our plan and continued to invest in the business, while delivering a very comfortable and best ever 58.4% annual payout ratio," said Bob Currey, President and Chief Executive Officer.

"During the quarter, we grew total connections by 1,900 compared to a loss of 1,400 connections in the fourth quarter of 2008. Line losses continued to improve in the fourth quarter reflecting the lowest quarterly loss in over two years. Our growth in broadband products continues. DSL subscribers grew by 2,400 in the quarter raising our industry leading penetration to 40% of ILEC access lines, and we delivered another strong quarter of IPTV subscriber additions with over 1,600. Pair bonding technology allowed us to pass an additional 18,000 homes with IPTV service resulting in year-end addressable homes of 188,000.

"Financially, we produced solid results for both the quarter and for the year. Despite the macro economic challenges and an incremental $6.0 million of pension expense recognized throughout 2009, we generated adjusted EBITDA of $188.8 million which was flat when compared to 2008.

"These results reflect the successful execution of our strategy and have prepared us well for 2010 and beyond," Currey concluded.



Operating Statistics at December 31, 2009, Compared to December 31, 2008.

                          Period Ended
                          December 31,

                            2009     2008    Increase/(decrease)     %
                          --------  -------  -------------------  ------

  Total connections        451,830  454,003              (2,173)  (0.5)%
  Local access lines       247,235  264,323             (17,088)  (6.5)%
  DSL subscribers          100,122   91,817                8,305    9.0%
  IPTV subscribers          23,127   16,666                6,461   38.8%
  ILEC VOIP lines            8,665    6,510                2,155   33.1%
  CLEC access line
   equivalents              72,681   74,687              (2,006)  (2.7)%

Steve Childers, Consolidated's Chief Financial Officer, stated, "During the quarter, we continued to make improvements to our cost structure through work group consolidation. We expect to realize $1.5 million in annualized cost savings, starting in May, when the consolidation efforts from this quarter's actions are completed. In addition, we recently announced the sale of our Consolidated Market Response division and our plans to close our Consolidated Operator Services division. On a combined basis these units produced approximately $17.0 million in revenue during 2009 and we expect these transactions to have a slightly positive impact to our earnings and cash flow going forward. The decision to divest these non-core businesses allows us to give full attention to our core products and services."

Cash Available to Pay Dividends

For the quarter, cash available to pay dividends, or CAPD, was $19.0 million, and the dividend payout ratio was 60.3%. For the full year, CAPD was $78.6 million, and the dividend payout ratio 58.4%. At December 31, 2009, cash and cash equivalents were $42.8 million. The Company made capital expenditures of $11.4 million during the fourth quarter and $42.4 million for the full year.

Financial Highlights for the Fourth Quarter Ended December 31, 2009

  --  Revenues were $100.8 million, compared to $102.7 million in the fourth
      quarter of 2008. Declines in Local Calling Services, Network Access and
      Long Distance Services were due to lower access lines and minutes of use
      and were partially offset by increases in Data and Internet Services and
      Other Operations.
  --  Depreciation and amortization was $21.2 million, compared to $23.6
      million in the fourth quarter of 2008. The $2.4 million decline was
      primarily due to our election to discontinue FAS 71 accounting for our
      regulated fixed assets at year end 2008.
  --  Income from operations was $17.3 million, compared to $9.7 million in
      the fourth quarter of 2008.  The increase is mainly due to the decrease
      in depreciation and amortization, the continued cost structure
      improvements implemented throughout 2009 and fourth quarter 2008
      non-cash goodwill impairment charge of $6.1 million for the recently
      divested CMR business unit.
  --  Interest expense, net was $14.1 million, compared to $18.7 million in
      the same quarter last year. The fourth quarter of 2008 included a $2.8
      million non-cash interest expense as the result of the accounting for
      our interest rate swaps. The remaining $1.8 million decline is driven by
      an overall lower weighted average cost of debt.
  --  Other income, net was $6.5 million, compared to $4.9 million for same
      period in 2008.  We recognized $6.9 million in cash distributions from
      wireless partnerships compared to $4.9 million for the fourth quarter
      2008.
  --  Net income attributable to common stockholders was $7.0 million,
      compared to a loss of $3.6 million in the fourth quarter of 2008, before
      taking into account the $7.2 million, net of tax, extraordinary gain
      associated with discontinuing the application of regulatory accounting
      at the end of 2008. "Adjusted net income applicable to common
      stockholders" excludes certain items in the manner described in the
      table provided in this release. On that basis, "adjusted net income
      attributable to common stockholders" was $7.6 million for the fourth
      quarter of 2009, compared to $5.1 million in the same quarter of 2008
      before the extraordinary gain.
  --  Diluted net income per common share was $0.24, compared to a diluted net
      loss per common share of $0.12 in the same quarter of 2008 before the
      extraordinary gain. "Adjusted diluted net income per share" excludes
      certain items in the manner described in the table provided in this
      release. On that basis, "adjusted diluted net income per share" for the
      fourth quarter of 2009 was $0.26 compared to $0.17 in the fourth quarter
      of 2008 before the extraordinary gain.
  --  Adjusted EBITDA was $48.1 million, compared to $46.1 million for the
      same period in 2008.
  --  Net cash provided from operating activities was $34.1 million, compared
      to $25.8 million for the fourth quarter in 2008.
  --  The total net debt to last twelve month Adjusted EBITDA coverage ratio
      is 4.44 times to one.


Financial Highlights for the Year Ended December 31, 2009

  --  Revenues were $406.2 million, compared to $418.4 million for the prior
      year period. Increases in Data and Internet revenue from DSL, IPTV and
      VOIP growth were offset by declines in Local Calling Services, Network
      Access and Long Distance Services.
  --  Net income attributable to common stockholders was $24.9 million,
      compared to $5.3 million for the same period of 2008 before reflecting
      the $7.2 million, net of tax, extraordinary gain. This increase was
      driven by the continued cost structure improvements, higher wireless
      distributions and the $6.1 million impairment charge that was recognized
      in 2008 for our recently divested CMR business unit.
  --  Diluted net income per common share was $0.84, compared to $0.18 for the
      full year 2008 before the extraordinary gain. "Adjusted diluted net
      income per common share" excludes certain items in the manner described
      in the table provided in this release. On that basis, "adjusted diluted
      net income per common share" for the twelve months ended December 31,
      2009 was $0.98, compared to $0.71 for the prior year period before the
      extraordinary gain.
  --  Adjusted EBITDA was $188.8 million, compared to $189.8 million for the
      same period in 2008.
  --  Net cash provided from operating activities was $116.3 million, compared
      to $92.4 million for the twelve month period in 2008.
  --  All coverage ratios were in compliance with our credit agreement.



Financial Guidance

For 2010, the Company is providing the following full year guidance: Capital expenditures for 2009 were $42.4 million and for 2010 are expected to be in the range of $40.0 million to $42.0 million. Cash interest expense for 2009 was $56.0 million and for 2010 is expected to be in the range of $51.0 million to $54.0 million and cash income taxes are expected to be in the range of $21.0 million to $23.0 million compared to $11.0 million in 2009 when we benefited from the bonus depreciation from the stimulus plan.

Dividend Payments

On March 1, 2010, the company's board of directors declared its next quarterly dividend of $0.38738 per common share, which is payable on May 1, 2010 to stockholders of record at the close of business on April 15, 2010.

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 fourth quarter and full year 2009 earnings and developments with respect to the Company. 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 1-866-395-2185 with pass code 54666172. International parties can access the call by dialing 1-706-758-1344. A telephonic replay of the conference call will also be available starting two hours after completion of the call until March 11, 2010 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.

Use of Non-GAAP Financial Measures

This press release, as well as the conference call, includes disclosures regarding "EBITDA", "adjusted EBITDA", "cash available to pay dividends", "total net debt to last twelve month adjusted EBITDA coverage ratio", "adjusted diluted net income," and "adjusted diluted 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 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, amortization and extraordinary items on a 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, and (3) cash taxes.

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. We present other information related to the non-GAAP financial measures, specifically "total net debt to last twelve month adjusted EBITDA coverage ratio," principally to put these other measures in context and facilitate comparisons by investors, security analysts and others; this ratio differs in certain respects from the similar ratio used in our credit agreement. 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. We present the non-GAAP measures adjusted net income and adjusted diluted net income per share because our net income and net income per share are regularly affected by items that occur at irregular intervals or are non-cash items. We believe that disclosing these measures assists 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. As of December 31, 2009 the Company had 247,235 ILEC access lines, 72,681 Competitive Local Exchange Carrier (CLEC) access line equivalents, 100,122 DSL subscribers, and 23,127 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.

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 economic and financial market conditions generally and economic conditions in Consolidated's service areas; changes in the valuation of pension plan assets, 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; 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.

           Consolidated Communications Holdings, Inc.
             Condensed Consolidated Balance Sheets
                     (Dollars in thousands)
                          (Unaudited)

                                   December 31,  December 31,

                                       2009          2008
                                   ------------  ------------
  ASSETS
  Current assets:
   Cash and cash equivalents           $ 42,758      $ 15,471
   Accounts receivable, net              42,125        45,092
   Prepaid expenses and other
    current assets                       19,483        18,013
                                   ------------  ------------
  Total current assets                  104,366        78,576

  Property, plant and equipment,
   net                                  377,200       400,286
  Intangibles, net and other
   assets                               741,477       762,764
                                   ------------  ------------

  Total assets                      $ 1,223,043   $ 1,241,626
                                   ============  ============

  LIABILITIES AND STOCKHOLDERS'
   EQUITY
  Current liabilities:
   Current portion of capital
    lease obligation                      $ 344         $ 922
   Accounts payable                      13,482        12,336
   Accrued expenses and other
    current liabilities                  66,752        58,034
                                   ------------  ------------
  Total current liabilities              80,578        71,292

  Capital lease obligation less
   current portion                           --           344
  Long-term debt                        880,000       880,000

  Other long-term liabilities           181,748       214,705
                                   ------------  ------------

  Total liabilities                   1,142,326     1,166,341
                                   ------------  ------------

  Stockholders' equity:
   Common stock, $0.01 par value            296           295
   Paid in capital                      109,746       129,284
   Accumulated other
    comprehensive loss                 (35,541)      (59,479)
                                   ------------  ------------
  Total Consolidated
   Communications Holdings, Inc.
   stockholders' equity:                 74,502        70,100

  Noncontrolling interest                 6,215         5,185
                                   ------------  ------------

  Total equity                           80,717        75,285
                                   ------------  ------------
  Total liabilities and
   stockholders' equity             $ 1,223,043   $ 1,241,626
                                   ============  ============

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

Three Months Twelve Months Ended Ended

December 31, December 31, ---------------------- ----------------------

2009 2008 2009 2008 ---------- ---------- ---------- ---------- Revenues $ 100,825 $ 102,742 $ 406,167 $ 418,424 Operating expenses: Cost of services and products 36,865 35,814 145,460 143,563 Selling, general and administrative expenses 25,447 27,552 104,774 108,769 Intangible assets impairment -- 6,050 -- 6,050

Depreciation and amortization 21,228 23,616 85,227 91,678 ---------- ---------- ---------- ---------- Income from operations 17,285 9,710 70,706 68,364 Other income (expense): Interest expense, net (14,141) (18,658) (57,935) (66,292) Loss on extinguishment of debt -- -- -- (9,224)

Other income, net 6,485 4,894 25,563 19,918 ---------- ---------- ---------- ---------- Income (loss) before income taxes 9,629 (4,054) 38,334 12,766

Income tax expense (benefit) 2,333 (771) 12,399 6,639 ---------- ---------- ---------- ---------- Net income (loss) 7,296 (3,283) 25,935 6,127 Less: Net income attributable to noncontrolling interest 261 313 1,030 863 ---------- ---------- ---------- ---------- Income (loss) before extraordinary item 7,035 (3,596) 24,905 5,264 Extraordinary item (net of income tax of $4,154) -- 7,240 -- 7,240 ---------- ---------- ---------- ---------- Net income attributable to Consolidated Communications Holdings, Inc. $ 7,035 $ 3,644 $ 24,905 $ 12,504 ========== ========== ========== ==========

Diluted net income attributable to Consolidated Communications Holdings, Inc. per common share $ 0.24 $ 0.11 $ 0.84 $ 0.42 ========== ========== ========== ==========

                       Consolidated Communications Holdings, Inc.
                     Condensed Consolidated Statements of Cash Flows
                                 (Dollars in thousands)
                                       (Unaudited)

                                            Three Months Ended    Twelve Months Ended

                                                December 31,           December 31,
                                            --------------------  ---------------------

                                               2009       2008       2009       2008
                                            ---------  ---------  ---------  ----------
  OPERATING ACTIVITIES
  Net income                                  $ 7,296    $ 3,644   $ 25,935    $ 12,504
  Adjustments to reconcile net income to
   cash provided by operating activities:
   Depreciation and amortization               21,229     23,616     85,227      91,678
   Non-cash stock compensation                    494        499      1,928       1,901
   Loss on extinguishment of debt                  --         --         --       9,224
   Intangible asset impairment                     --      6,050         --       6,050
   Extraordinary item                              --    (7,240)         --     (7,240)
   Loss on disposal of assets                   1,574         --      2,491          --
   Other adjustments, net                     (8,766)   (40,461)    (1,534)    (46,053)
  Changes in operating assets and
   liabilities, net                            12,270     39,657      2,259      24,347
                                            ---------  ---------  ---------  ----------
    Net cash provided by operating
     activities                                34,097     25,765    116,306      92,411
                                            ---------  ---------  ---------  ----------
  INVESTING ACTIVITIES
   Proceeds from sale of assets                   425         --        725          --

   Capital expenditures                      (11,400)   (10,896)   (42,352)    (48,027)
                                            ---------  ---------  ---------  ----------

    Net cash used for investing activities   (10,975)   (10,896)   (41,627)    (48,027)
                                            ---------  ---------  ---------  ----------
  FINANCING ACTIVITIES
   Proceeds from long-term obligations             --         --         --     120,000
   Payments made on long-term obligations       (237)      (221)      (922)   (137,308)
   Payment of deferred financing costs             --         --         --       (240)
   Purchase and retirement of common stock      (536)      (249)      (545)       (257)
   Dividends on common stock &
    participating securities                 (11,474)   (11,363)   (45,926)    (45,449)
                                            ---------  ---------  ---------  ----------

    Net cash used in financing activities    (12,247)   (11,833)   (47,393)    (63,254)
                                            ---------  ---------  ---------  ----------
  Net change in cash and cash equivalents      10,875      3,036     27,287    (18,870)
  Cash and cash equivalents at beginning
   of period                                   31,883     12,435     15,471      34,341
                                            ---------  ---------  ---------  ----------
  Cash and cash equivalents at end of
   period                                    $ 42,758   $ 15,471   $ 42,758    $ 15,471
                                            =========  =========  =========  ==========

Consolidated Communications Holdings, Inc. Consolidated Revenue by Category (Dollars in thousands) (Unaudited) Three Months Ended Twelve Months Ended

December 31, December 31, ---------------------- ----------------------

2009 2008 2009 2008 ---------- ---------- ---------- ---------- Telephone Operations Local calling services $ 23,856 $ 25,167 $ 97,174 $ 104,642 Network access services 21,307 22,296 86,344 95,268 Subsidies 13,981 14,246 55,990 55,197 Long distance services 4,599 5,745 20,382 24,168 Data and Internet services 17,619 16,524 68,079 62,664

Other services 9,070 9,270 36,579 37,088 ---------- ---------- ---------- ---------- Total Telephone Operations 90,432 93,248 364,548 379,027

Other Operations 10,394 9,494 41,619 39,398 ---------- ---------- ---------- ----------

Total operating revenues $ 100,825 $ 102,742 $ 406,167 $ 418,424 ========== ========== ========== ==========

                     Consolidated Communications Holdings, Inc.
                       Schedule of Adjusted EBITDA Calculation
                               (Dollars in thousands)
                                     (Unaudited)

                                        Three Months Ended    Twelve Months Ended

                                           December 31,           December 31,
                                       --------------------  ----------------------

                                          2009       2008       2009        2008
                                       ---------  ---------  ----------  ----------
  EBITDA:
  Net cash provided by operating
   activities                           $ 34,097   $ 25,765   $ 116,306    $ 92,411
  Adjustments:
   Compensation from restricted share
    plan                                   (494)      (499)     (1,928)     (1,901)
   Intangible asset impairment                --    (6,050)          --     (6,050)
   Loss on extinguishment of debt             --         --          --     (9,224)
   Extraordinary gain, net of tax (1)         --      7,240          --       7,240
   Other adjustments, net                  7,192     40,461       (957)      46,053
   Changes in operating assets and
    liabilities                         (12,270)   (39,657)     (2,259)    (24,347)
  Interest expense, net                   14,141     18,658      57,935      66,292

  Income taxes                             2,333      (771)      12,399       6,639
                                       ---------  ---------  ----------  ----------
  EBITDA (2)                              44,999     45,147     181,496     177,113

  Adjustments to EBITDA (3):
   Integration and restructuring (4)       2,047      1,692       7,410       4,847
   Other, net (5)                        (6,371)    (4,894)    (24,439)    (19,918)
   Investment distributions (6)            6,909      4,860      22,452      17,778
   Non-cash compensation (7)                 494        499       1,928       1,901
   Intangible asset impairment                --      6,050          --       6,050
   Extraordinary gain, net of tax             --    (7,240)          --     (7,240)

   Loss on extinguishment of debt (8)         --         --          --       9,224
                                       ---------  ---------  ----------  ----------

  Adjusted EBITDA                       $ 48,077   $ 46,114   $ 188,848   $ 189,755
                                       =========  =========  ==========  ==========

  Footnotes for Adjusted EBITDA:
  (1) Represents the extraordinary gain associated with discontinuing the
   application of regulatory accounting.
  (2) EBITDA is defined as net earnings before interest expense, income taxes,
   depreciation, amortization and extraordinary items on a historical basis.
  (3) 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.
  (4) Represents certain expenses associated with integrating and restructuring the
   Texas, Illinois and Pennsylvania businesses. For the fourth quarter of 2009,
   this is comprised of $1.1 million of integration costs and $0.9 million of
   severance costs. For the fourth quarter of 2008, this is comprised of $1.4
   million of integration costs and $0.3 million of severance costs.
  (5) Other, net includes the equity earnings from our investments, dividend
   income, income attributable to noncontrolling interests in subsidiaries and
   certain miscellaneous non-operating items.
  (6) For purposes of calculating adjusted EBITDA, we include all cash dividends
   and other cash distributions received from our investments.
  (7) 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.
  (8) This includes approximately $6.3 million as a call premium and $2.9 million
   in write offs of deferred financing costs incurred with the redemption of the
   9.75% Senior Notes on April 1, 2008.

Consolidated Communications Holdings, Inc. Cash Available to Pay Dividends (Dollars in thousands) (Unaudited)

Three Twelve Months Months Ended Ended December December 31, 31, 2009 2009 --------- ---------- Adjusted EBITDA $ 48,077 $ 188,848

- Cash interest expense (13,574) (56,026) - Capital expenditures (11,400) (42,352) - Cash income taxes (3,840) (10,996) - Principal payments on debt (237) (922)

+ Cash interest income 9 56 --------- ----------

Cash available to pay dividends $ 19,035 $ 78,608 ========= ==========

Dividends Paid $ 11,474 $ 45,926 Payout Ratio 60.3% 58.4%

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


  Summary of Outstanding Debt
  Term loan                                 $ 880,000

  Capital leases                                  344
                                           ----------
  Total debt as of December 31, 2009        $ 880,344

  Less cash on hand                          (42,758)
                                           ----------

  Total net debt as of December 31, 2009    $ 837,586
                                           ==========

  Adjusted EBITDA for the last twelve
   months ended December 31, 2009           $ 188,848

  Total Net Debt to last twelve months
   Adjusted EBITDA                              4.44x


Consolidated Communications Holdings, Inc. Adjusted Net Income and Diluted Net Income Per Share (Dollars in thousands, except per share amounts) (Unaudited)

Three Months Ended Twelve Months Ended December December December December 31, 31, 31, 31,

2009 2008 2009 2008 ----------- ----------- ----------- ----------- Reported net income attributable to common stockholders before extraordinary item $ 7,035 $ (3,596) $ 24,905 $ 5,264 Deferred tax adjustment (1,469) (402) (1,469) (402) Access dispute settlement, net of tax -- -- (1,204) -- Impairment, net of tax -- 4,981 -- 4,981 Bond redemption charge, net of tax -- -- -- 5,193 Non-cash interest on interest rate hedges, net of tax -- 2,305 -- 916 Severance, net of tax 699 217 2,710 643 Integration and restructuring charges, net of tax 852 1,076 2,304 2,411

Non-cash compensation 494 499 1,928 1,901 ----------- ----------- ----------- ----------- Adjusted net income attributable to common stockholders $ 7,611 $ 5,080 $ 29,174 $ 20,907 =========== =========== =========== ===========

Weighted average number of shares outstanding 29,630,684 29,563,968 29,621,613 29,530,736 =========== =========== =========== ===========

Adjusted diluted net income per share $ 0.26 $ 0.17 $ 0.98 $ 0.71 =========== =========== =========== ===========

Calculations above assume 24.2 and 32.3 percent effective tax rates for the three and twelve months ended December 31, 2009. The three and twelve month rates ending December 31, 2008 are assumed at 17.7 and 55.8 percent, respectively.

           Consolidated Communications Holdings, Inc.
                    Key Operating Statistics

                                 December  September  December
                                    31,       30,        31,

                                   2009       2009      2008
                                 --------  ---------  --------
  Local access lines in service
   Residential                    146,766    148,857   162,067

   Business                       100,469    101,513   102,256
                                 --------  ---------  --------
   Total local access lines       247,235    250,370   264,323

  Total IPTV subscribers           23,127     21,518    16,666

  ILEC DSL subscribers (1)        100,122     97,750    91,817
                                 --------  ---------  --------
  ILEC Broadband Connections      123,249    119,268   108,483
  ILEC VOIP subscribers             8,665      8,562     6,510
  CLEC Access Line Equivalents
   (2)                             72,681     71,723    74,687


  Total connections               451,830    449,923   454,003
                                 ========  =========  ========

  Long distance lines (3)         165,714    166,859   165,953
  Dial-up subscribers               2,371      3,017     3,957

  IPTV Homes passed               187,630    169,861   142,809

  (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) Excludes CLEC LD subscribers.

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SOURCE: Consolidated Communications Holdings, Inc.

CONTACT: Consolidated Communications Holdings, Inc. Matt Smith, Treasurer & Director of Finance 217-258-2959 matthew.smith@consolidated.com