8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 8, 2023

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51446	02-0636095
(State of Incorporation)	(Commission File Number)	(IRS employer identification no.)

2116 South 17th Street
Mattoon, Illinois	61938-5973
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (217) 235-3311

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock – $0.01 par value	CNSL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 8, 2023, Consolidated Communications Holdings, Inc. issued a press release to announce its financial results as of and for the quarter ended June 30, 2023. A copy of the press release is included as Exhibit 99.1 to this Form 8-K and incorporated into this Item 2.02 by reference.

Item 7.01. Regulation FD Disclosure.

On August 8, 2023, the Company posted an investor presentation to the “Investor Relations” section of the Company's website at http://ir.consolidated.com. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Ex No.	Description
99.1	Press release dated August 8, 2023
99.2	Investor presentation dated August 8, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL document)

SIGNATURES

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

Date: August 8, 2023
	Consolidated Communications Holdings, Inc.
	By:	/s/ Fred A. Graffam III
		Name: Fred A. Graffam III
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Consolidated Communications Announces Second Quarter Financial Results; Delivers 93% Growth in Consumer Fiber Net Adds

● Added 18,651 fiber net adds, an increase from 9,643 fiber net adds a year ago

● Grew consumer fiber broadband revenue 58%¹ and increased ARPU 5.1% 

● Upgraded 57,438 locations to fiber Gigabit+ speeds; FttP coverage to approach approximately 50% of addressable market by year end 

● Entered agreement to sell non-core Washington assets for gross proceeds of $73 million

● Announced business simplification and cost cutting initiatives that are expected to generate annualized cost savings of more than $30 million

MATTOON, Ill. – Aug. 8, 2023 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for the second quarter of 2023.

“With an improved go-to-market strategy, we have great momentum, as evidenced by 18,651 consumer fiber net adds in the second quarter and nearly 7,000 overall consumer broadband net adds, representing 190% growth versus the first quarter,” said Bob Udell, president and chief executive officer at Consolidated. “We carried this momentum into July by adding nearly 7,300 consumer fiber subscribers in the month.”

Udell added, “As we move into the second half of the year, we’ll continue to build upon a fiber-first strategy across our consumer, commercial and carrier channels as we generate long-term revenue growth and deliver the most reliable services for our customers. We expect that our business simplification and cost savings initiatives will contribute over $30 million on an annualized basis to improve EBITDA and margins starting in the second half of 2023.”

____________________

¹ Q2 2022 normalized for the divestitures of the Company’s Kansas assets, where applicable, which closed on Nov. 30, 2022. Refer to the tables contained in this press release for a reconciliation of all non-GAAP measures.

Page 1 of 16

Second Quarter 2023 Results (compared to second quarter 2022 where applicable)

● Revenue totaled $275.2 million, down 7.8% or 3.0% normalized¹.

● Consumer fiber revenue was $29.6 million, up approximately 54% or 58% normalized¹, driven by strong operating metrics including 18,651 consumer fiber net adds and increased ARPU of 5.1%.

● Consumer broadband revenue was $71.3 million, up 5.5% or 8.4% normalized¹.

● Commercial data services revenue was $53.2 million, down 6.8% or up 0.5% normalized¹.

● Carrier data-transport revenue was $31.2 million, down 13.9% or 5.1% normalized¹.

● Other products and services revenue was $1.6 million, a decrease of $2.3 million, largely due to lower recognition of public private partnership construction projects.

● Net loss was ($119.0 million). Adjusted EBITDA was $76.9 million.

● Total committed capital expenditures were $164.4 million.

Operating expenses decreased $0.9 million versus the prior year driven by lower video programming costs and network access expense, in addition to the impact of the divestiture of the Kansas City operations on Nov. 30, 2022. The decline was mitigated by higher marketing and advertising expenses to drive growth and additional costs related to professional fees for customer service and process improvement initiatives.

Net interest expense was $36.9 million, an increase of $6.7 million versus the prior year, primarily as a result of higher interest on the term loan. The Company entered into a new three-year interest rate swap agreement for $500 million of its term loan debt, commencing upon the termination of its previous swap agreement. Including the new swap agreement, the Company has 77% of its total debt at a fixed rate through September 2026. As of June 30, 2023, the weighted average cost of debt was 6.72%.

Net loss in the second quarter of 2023, which includes an impairment loss of $77.8 million recorded in relation to the Washington assets held for sale, was ($119.0 million) compared to ($11.5 million) in the second quarter of 2022, which included $9.1 million of income from discontinued operations. Net loss per share was ($1.05) in the second quarter of 2023 as compared to ($0.10) in the second quarter of 2022. Adjusted diluted net income (loss) per share excludes certain items as outlined in the table provided in this release. Adjusted diluted net loss per share from continuing operations was ($0.28) compared to ($0.08) in the second quarter of 2022.

Capital Expenditures

Total committed capital expenditures were $164.4 million, driven by 57,438 new fiber passings added in the quarter, record second quarter fiber adds, seasonal infrastructure projects and pre-committed inventory purchases in support of future install and build activity.

Business Simplification and Cost Savings Initiatives

The Company has initiated a significant business simplification and cost savings initiative to further align and focus as a fiber-first provider, better serve its communities, generate efficiencies and drive improved margins. These actions are estimated to result in an annualized benefit of more than $30 million commencing in the second half of 2023.

Washington Divestiture

The Company entered into an agreement to sell its Washington assets for gross proceeds of $73 million, subject to the finalization of certain working capital and other post-closing purchase price adjustments, to Palisade Infrastructure in an all-cash transaction. This was a result of the Company’s ongoing strategic asset review and focus on its fiber expansion plans in its core regions. The transaction is expected to close in the second half of 2024. In the quarter, the Company recognized an impairment loss of $77.8 million associated with this transaction.

Page 2 of 16

Capital Structure

As of June 30, 2023, the Company maintained liquidity with cash and short-term investments of approximately $203 million and $215 million of available borrowing capacity on the revolving credit facility, subject to certain covenants. The net leverage ratio for the trailing 12 months ended June 30, 2023, was 5.55x. The Company continues to balance its fiber build and growth initiatives with the timing of governmental broadband partnerships and its liquidity, which is being enhanced through recent actions, including cost savings initiatives and the sale of non-core assets.

Proposal by Searchlight Capital Partners

Discussions continue between the Special Committee of the Board of Directors and Searchlight Capital Partners regarding the non-binding proposal announced on April 13, 2023.

2023 Outlook  

Consolidated Communications updated its guidance for capital expenditures and reaffirmed its guidance for all other metrics for the full-year 2023.

●Adjusted EBITDA is expected to be in a range of $310 million to $330 million.  

● Capital expenditures are expected to be approximately $495 million. Previous capital outlook was $425 million to $445 million.

●Cash interest expense is expected to be in a range of $145 million to $155 million. 

●Cash income taxes are expected to be below $10 million.

Conference Call Information

Consolidated’s second quarter earnings conference call will be webcast today at 8:30 am ET. The webcast and materials will be available on Consolidated’s Investor Relations website at http://ir.consolidated.com. The live conference call dial-in number for analysts and investors is 888-440-5977, conference ID 8956400. A replay of the webcast, together with a transcript thereof, will be available on the website following the earnings conference call.

About Consolidated Communications

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) is dedicated to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet, data, phone, security, cloud and wholesale carrier solutions. With a network spanning nearly 59,000 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology into solutions that are backed by exceptional customer support. Learn more at consolidated.com.
Use of Non-GAAP Financial Measures

This press release, as well as the conference call, includes disclosures regarding “EBITDA,” “adjusted EBITDA,” “total net debt to last 12 month adjusted EBITDA ratio” or “Net debt leverage ratio,”“adjusted diluted net income (loss) per share,” and “Normalized revenue,” 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 or net income 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 these non-GAAP financial measures to the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.

Page 3 of 16

Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as permitted or required by the lenders under our credit agreement 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 with the reconciliation to net income (loss) from continuing operations. EBITDA is defined as income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization on a historical basis.

We present adjusted EBITDA for several reasons. Management believes adjusted EBITDA is useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt). In addition, we have presented adjusted EBITDA to investors in the past because it is frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting it here provides a measure of consistency in our financial reporting. Adjusted EBITDA, referred to as Available Cash in our credit agreement, is also a component of the restrictive covenants and financial ratios contained in our credit agreement that requires us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt. The definitions in these covenants and ratios are based on Adjusted EBITDA after giving effect to specified charges. In addition, Adjusted EBITDA provides our board of directors with meaningful information, with other data, assumptions and considerations, to measure our ability to service and repay debt. We present the related “total net debt to last 12 month adjusted EBITDA ratio” or “Net debt leverage ratio” principally to help investors understand how we measure leverage and facilitate comparisons by investors, security analysts and others. Total net debt is defined as the current and long-term portions of debt and finance lease obligations less cash, cash equivalents and short-term investments, deferred debt issuance costs and discounts on debt. Our Net debt leverage ratio differs in certain respects from the similar ratio used in our credit agreement or against comparable measures of certain other companies in our industry. These measures differ in certain respects from the ratios used in our senior notes indenture.

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. In addition, the ratio of total net debt to last 12-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 this ratio is useful as a means to evaluate our ability to incur additional indebtedness in the future.

We present the non-GAAP measure “adjusted diluted net income (loss) per share” because our net income (loss) and net income (loss) 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.

Forward-Looking Statements

Certain statements in this press release, including those relating to the current expectations, plans, strategies, anticipated financial results, contributions to EBITDA and margins as a result of business simplification and cost savings initiatives, and the timeline for and anticipated benefits related to the closing of the sale of certain Washington non-core assets in the second half of 2024, are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies and anticipated financial results. There are a number of risks, uncertainties and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements, including: significant competition in all parts of our business and among our customer channels; our ability to adapt to rapid technological changes; shifts in our product mix that may result in a decline in operating profitability; public health threats, including the COVID-19 pandemic; continued receipt of support from various funds established under federal and state laws; disruptions in our networks and infrastructure and any related service delays or disruptions could cause us to lose customers and incur additional expenses; cyber-attacks may lead to

Page 4 of 16

unauthorized access to confidential customer, personnel and business information that could adversely affect our business; our operations require substantial capital expenditures and our business, financial condition, results of operations and liquidity may be impacted if funds for capital expenditures are not available when needed; our ability to obtain and maintain necessary rights-of-way for our networks; our ability to obtain necessary hardware, software and operational support from third-party vendors; substantial video content costs continue to rise; our ability to enter into new collective bargaining agreements or renew existing agreements; our ability to attract and/or retain certain key management and other personnel in the future; risks associated with acquisitions and the realization of anticipated benefits from such acquisitions; increasing attention to, and evolving expectations for, environmental, social and governance initiatives; unfavorable changes in financial markets could affect pension plan investments; weak economic conditions, and the other risk factors described in Part I, Item 1A of Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this press release. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to us and speak only as of the date they are made. Except as required under federal securities laws or the rules and regulations of the Securities and Exchange Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements.

Investor and Media Contacts

Philip Kranz, Investor Relations+1 217-238-8480

Philip.kranz@consolidated.com

Jennifer Spaude, Media Relations+1 507-386-3765

Jennifer.spaude@consolidated.com

# # #

Page 5 of 16

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	202,578	$	325,852
Short-term investments		—		87,951
Accounts receivable, net		100,827		119,675
Income tax receivable		6,811		1,670
Prepaid expenses and other current assets		60,138		62,996
Assets held for sale		68,997		—
Total current assets		439,351		598,144
Property, plant and equipment, net		2,390,071		2,234,122
Investments		9,095		10,297
Goodwill		814,624		929,570
Customer relationships, net		29,772		43,089
Other intangible assets		10,557		10,557
Other assets		65,942		61,315
Total assets	$	3,759,412	$	3,887,094
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	50,306	$	33,096
Advance billings and customer deposits		45,625		46,664
Accrued compensation		55,585		60,903
Accrued interest		18,175		18,201
Accrued expense		126,220		95,206
Current portion of long-term debt and finance lease obligations		16,821		12,834
Liabilities held for sale		3,297		—
Total current liabilities		316,029		266,904
Long-term debt and finance lease obligations		2,135,344		2,129,462
Deferred income taxes		241,873		274,309
Pension and other post-retirement obligations		120,756		123,644
Other long-term liabilities		46,172		47,326
Total liabilities		2,860,174		2,841,645
Series A Preferred Stock, par value $0.01 per share; 10,000,000 shares authorized, 477,047 and 456,343 shares outstanding as of June 30, 2023 and December 31, 2022, respectively; liquidation preference of $498,338 and $477,047 as of June 30, 2023 and December 31, 2022, respectively		349,971		328,680
Shareholders' equity:
Common stock, par value $0.01 per share; 150,000,000 shares authorized, 116,610,525 and 115,167,193 shares outstanding as of June 30, 2023 and December 31, 2022, respectively		1,167		1,152
Additional paid-in capital		701,287		720,442
Accumulated deficit		(157,223)		(11,866)
Accumulated other comprehensive loss, net		(3,919)		(610)
Noncontrolling interest		7,955		7,651
Total shareholders' equity		549,267		716,769
Total liabilities, mezzanine equity and shareholders' equity	$	3,759,412	$	3,887,094

Page 6 of 16

Consolidated Communications Holdings, Inc.

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net revenues	$	275,162	$	298,390	$	551,288	$	598,668
Operating expenses:
Cost of services and products		126,967		135,888		258,905		271,783
Selling, general and administrative expenses		83,565		75,510		164,849		148,795
Loss on impairment of assets held for sale		77,755		—		77,755		126,490
Loss on disposal of assets		2,384		—		5,688		—
Depreciation and amortization		79,538		72,543		157,237		144,893
Income (loss) from operations		(95,047)		14,449		(113,146)		(93,293)
Other income (expense):
Interest expense, net of interest income		(36,903)		(30,156)		(70,763)		(59,671)
Other income, net		5,410		3,099		8,168		6,441
Loss from continuing operations before income taxes		(126,540)		(12,608)		(175,741)		(146,523)
Income tax benefit		(18,448)		(2,017)		(30,688)		(16,836)
Loss from continuing operations		(108,092)		(10,591)		(145,053)		(129,687)
Discontinued operations:
Income from discontinued operations		—		9,821		—		17,884
Income tax expense		—		742		—		5,258
Income from discontinued operations		—		9,079		—		12,626
Net loss		(108,092)		(1,512)		(145,053)		(117,061)
Less: dividends on Series A preferred stock		10,704		9,802		21,291		19,400
Less: net income attributable to noncontrolling interest		161		203		304		318
Net loss attributable to common shareholders	$	(118,957)	$	(11,517)	$	(166,648)	$	(136,779)
Net income (loss) per common share - basic and diluted:
Loss from continuing operations	$	(1.05)	$	(0.18)	$	(1.47)	$	(1.33)
Income from discontinued operations		—		0.08		—		0.11
Net loss per basic and diluted common shares attributable to common shareholders	$	(1.05)	$	(0.10)	$	(1.47)	$	(1.22)

Page 7 of 16

Consolidated Communications Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
OPERATING ACTIVITIES
Net loss	$	(108,092)	$	(1,512)	$	(145,053)	$	(117,061)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		79,538		72,543		157,237		144,893
Deferred income taxes		(19,020)		(1,266)		(31,259)		(11,826)
Cash distributions from wireless partnerships in excess of earnings		—		1,508		—		1,661
Pension and post-retirement contributions in excess of expense		(2,676)		(9,819)		(5,537)		(19,161)
Non-cash, stock-based compensation		2,388		2,833		3,187		5,032
Amortization of deferred financing costs and discounts		1,874		1,824		3,721		3,626
Loss on impairment of assets held for sale		77,755		—		77,755		126,490
Loss on disposal of assets		2,384		—		5,688		—
Other adjustments, net		(2,443)		(207)		(2,861)		(396)
Changes in operating assets and liabilities, net		(19,475)		(5,959)		4,441		8,247
Net cash provided by operating activities		12,233		59,945		67,319		141,505
INVESTING ACTIVITIES
Purchase of property, plant and equipment, net		(150,034)		(176,434)		(280,860)		(332,914)
Purchase of investments		—		—		—		(39,959)
Proceeds from sale of assets		6,509		1,720		6,801		1,794
Proceeds from business dispositions, net		—		—		—		26,042
Proceeds from sale and maturity of investments		90,000		60,800		91,623		126,554
Net cash used in investing activities		(53,525)		(113,914)		(182,436)		(218,483)
FINANCING ACTIVITIES
Payment of finance lease obligations		(4,007)		(2,183)		(7,121)		(4,524)
Share repurchases for minimum tax withholding		—		—		(1,036)		(114)
Net cash used in financing activities		(4,007)		(2,183)		(8,157)		(4,638)
Net change in cash and cash equivalents		(45,299)		(56,152)		(123,274)		(81,616)
Cash and cash equivalents at beginning of period		247,877		74,171		325,852		99,635
Cash and cash equivalents at end of period	$	202,578	$	18,019	$	202,578	$	18,019

Page 8 of 16

Consolidated Communications Holdings, Inc.

Consolidated Revenue by Category

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Consumer:
Broadband (Data and VoIP)	$	71,339	$	67,592	$	139,300	$	133,503
Voice services		31,352		36,643		63,615		74,095
Video services		9,362		14,359		18,956		28,725
		112,053		118,594		221,871		236,323
Commercial:
Data services (includes VoIP)		53,230		57,113		106,364		115,008
Voice services		32,236		35,775		64,867		72,114
Other		10,378		11,287		20,134		22,847
		95,844		104,175		191,365		209,969
Carrier:
Data and transport services		31,224		36,263		64,147		69,748
Voice services		4,263		3,718		8,630		7,570
Other		313		354		663		745
		35,800		40,335		73,440		78,063
Subsidies		7,072		6,534		14,108		13,117
Network access		22,747		24,846		47,191		51,059
Other products and services		1,646		3,906		3,313		10,137
Total operating revenue	$	275,162	$	298,390	$	551,288	$	598,668

Page 9 of 16

Consolidated Communications Holdings, Inc.

Consolidated Revenue Trend by Category

(Dollars in thousands)

(Unaudited)

	Three Months Ended
	Q2 2023		Q1 2023		Q4 2022		Q3 2022		Q2 2022
Consumer:
Broadband (Data and VoIP)	$	71,339	$	67,961	$	69,002	$	69,641	$	67,592
Voice services		31,352		32,263		34,314		36,444		36,643
Video services		9,362		9,594		11,876		13,552		14,359
		112,053		109,818		115,192		119,637		118,594
Commercial:
Data services (includes VoIP)		53,230		53,134		56,662		56,796		57,113
Voice services		32,236		32,631		34,676		35,484		35,775
Other		10,378		9,756		10,320		9,933		11,287
		95,844		95,521		101,658		102,213		104,175
Carrier:
Data and transport services		31,224		32,923		33,752		33,878		36,263
Voice services		4,263		4,367		3,685		3,517		3,718
Other		313		350		338		605		354
		35,800		37,640		37,775		38,000		40,335
Subsidies		7,072		7,036		13,078		7,187		6,534
Network access		22,747		24,444		26,308		27,277		24,846
Other products and services		1,646		1,667		1,965		2,305		3,906
Total operating revenue	$	275,162	$	276,126	$	295,976	$	296,619	$	298,390

Page 10 of 16

Consolidated Communications Holdings, Inc.

Reconciliation of Historical Revenue by Category to Normalized Revenue by Category

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2022						June 30, 2022
	Historical		Adjustments (1)		Normalized		Historical		Adjustments (1)		Normalized
Consumer:
Broadband (Data and VoIP)	$	67,592	$	(1,788)	$	65,804	$	133,503	$	(3,836)	$	129,667
Voice services		36,643		(541)		36,102		74,095		(1,237)		72,858
Video services		14,359		(2,696)		11,663		28,725		(5,406)		23,319
		118,594		(5,025)		113,569		236,323		(10,479)		225,844
Commercial:
Data services (includes VoIP)		57,113		(4,140)		52,973		115,008		(8,369)		106,639
Voice services		35,775		(1,337)		34,438		72,114		(2,792)		69,322
Other		11,287		(286)		11,001		22,847		(587)		22,260
		104,175		(5,763)		98,412		209,969		(11,748)		198,221
Carrier:
Data and transport services		36,263		(3,352)		32,911		69,748		(3,640)		66,108
Voice services		3,718		(4)		3,714		7,570		(9)		7,561
Other		354		(2)		352		745		(3)		742
		40,335		(3,358)		36,977		78,063		(3,652)		74,411
Subsidies		6,534		—		6,534		13,117		(49)		13,068
Network access		24,846		(430)		24,416		51,059		(938)		50,121
Other products and services		3,906		(106)		3,800		10,137		(187)		9,950
Total operating revenue	$	298,390	$	(14,682)	$	283,708	$	598,668	$	(27,053)	$	571,615

Notes:

(1) These adjustments reflect the removal of operating revenues for divestitures. We completed the sale of the Company's Ohio and Kansas assets on January 31, 2022 and November 30, 2022, respectively.

Page 11 of 16

Consolidated Communications Holdings, Inc.

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA

(Dollars in thousands)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Loss from continuing operations	$	(108,092)	$	(10,591)	$	(145,053)	$	(129,687)
Add (subtract):
Income tax benefit		(18,448)		(2,017)		(30,688)		(16,836)
Interest expense, net		36,903		30,156		70,763		59,671
Depreciation and amortization		79,538		72,543		157,237		144,893
EBITDA		(10,099)		90,091		52,259		58,041
Adjustments to EBITDA (1):
Other, net (2)		5,441		6,244		15,471		11,568
Pension/OPEB benefit		(931)		(2,964)		(2,072)		(5,947)
Loss on disposal of assets		2,384		—		5,688		—
Loss on impairment		77,755		—		77,755		126,490
Non-cash compensation (3)		2,388		2,833		3,187		5,032
Adjusted EBITDA from continuing operations		76,938		96,204		152,288		195,184
Investment distributions from discontinued operations		—		11,329		—		19,545
Adjusted EBITDA	$	76,938	$	107,533	$	152,288	$	214,729

Notes:

(1) These adjustments reflect those required or permitted by the lenders under our credit agreement.

(2) Other, net includes income attributable to noncontrolling interests, acquisition and non-recurring related costs, and certain miscellaneous items.

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

Page 12 of 16

Consolidated Communications Holdings, Inc.

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA Guidance

(Dollars in millions)

(Unaudited)

	Year Ended
	December 31, 2023
	Range
	Low		High
Loss from continuing operations	$	(123)	$	(105)
Add:
Income tax benefit		(43)		(37)
Interest expense, net		152		148
Depreciation and amortization		314		312
EBITDA		300		318
Adjustments to EBITDA (1):
Other, net (2)		12		14
Pension/OPEB benefit		(12)		(12)
Non-cash compensation (3)		10		10
Adjusted EBITDA	$	310	$	330

Notes:

(1) These adjustments reflect those required or permitted by the lenders under our credit agreement.

(2) Other, net includes income attributable to noncontrolling interests, dividend income, and certain miscellaneous items.

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

Consolidated Communications Holdings, Inc.

Reconciliation of Total Net Debt to LTM Adjusted EBITDA Ratio

(Dollars in thousands)

(Unaudited)

	June 30,
	2023
Long-term debt and finance lease obligations:
Term loans, net of discount $7,868	$	992,007
6.50% Senior secured notes due 2028		750,000
5.00% Senior secured notes due 2028		400,000
Finance leases		41,894
Total debt as of June 30, 2023		2,183,901
Less: deferred debt issuance costs		(31,736)
Less: cash, cash equivalents and short-term investments		(202,578)
Total net debt as of June 30, 2023	$	1,949,587
Adjusted EBITDA for the 12 months ended June 30, 2023	$	351,139
Total Net Debt to last 12 months Adjusted EBITDA		5.55x

Page 13 of 16

Consolidated Communications Holdings, Inc.

Reconciliation of Loss Attributable to Common Shareholders from Continuing Operations to Adjusted Loss from Continuing Operations and Calculation of Adjusted Diluted Net Income (Loss) Per Common Share

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Loss from continuing operations	$	(108,092)	$	(10,591)	$	(145,053)	$	(129,687)
Less: dividends on Series A preferred stock		10,704		9,802		21,291		19,400
Less: net income attributable to noncontrolling interest		161		203		304		318
Loss attributable to common shareholders from continuing operations		(118,957)		(20,596)		(166,648)		(149,405)
Adjustments to loss attributable to common shareholders:
Dividends on Series A preferred stock		10,704		9,802		21,291		19,400
Integration and severance related costs, net of tax		1,314		802		3,962		1,604
Loss on impairment of assets held for sale		77,755		—		77,755		126,490
Loss on disposition of assets, net of tax		1,761		—		4,202		—
Non-cash interest expense for swaps, net of tax		(293)		(310)		(631)		(605)
Tax impact of non-deductible goodwill		(5,901)		(392)		(5,901)		(11,205)
Non-cash stock compensation, net of tax		1,764		2,094		2,354		3,720
Adjusted net loss from continuing operations	$	(31,853)	$	(8,600)	$	(63,616)	$	(10,001)
Weighted average number of common shares outstanding		113,050		111,697		112,995		111,694
Adjusted diluted net income (loss) per common share:
Adjusted net loss from continuing operations	$	(0.28)	$	(0.08)	$	(0.56)	$	(0.09)
Adjusted income from discontinued operations, net of tax		—		0.08		—		0.11
	$	(0.28)	$	0.00	$	(0.56)	$	0.02

Notes:

Calculations above assume a 26.13% effective tax rate for the three and six months ended June 30, 2023 and 26.07% effective tax rate for the three and six months ended June 30, 2022.

Page 14 of 16

Consolidated Communications Holdings, Inc.

Key Operating Metrics

(Unaudited)

	2021										2022										2023
	Q1		Q2		Q3		Q4		FY		Q1		Q2		Q3		Q4		FY		Q1		Q2
Passings
Total Fiber Gig+ Capable Passings (1)(5)(6)		320,806		397,123		494,160		605,710		605,710		689,406		831,779		947,974		1,008,660		1,008,660		1,062,518		1,119,956
Total DSL/Copper Passings (2)(3)(5)(6)		2,421,292		2,347,816		2,255,556		2,146,377		2,146,377		2,059,025		1,920,214		1,807,381		1,617,077		1,617,077		1,564,889		1,509,875
Total Passings (1)(2)(3)(5)(6)		2,742,098		2,744,939		2,749,716		2,752,087		2,752,087		2,748,431		2,751,993		2,755,355		2,625,737		2,625,737		2,627,407		2,629,831
% Fiber Gig+ Coverage/Total Passings		12%		14%		18%		22%		22%		25%		30%		34%		38%		38%		40%		43%
Consumer Broadband Connections
Fiber Gig+ Capable (3)		74,495		77,521		81,539		86,122		86,122		93,812		103,455		115,598		122,872		122,872		135,209		153,860
DSL/Copper (2)(3)		323,507		315,959		309,122		298,442		298,442		286,338		277,758		266,314		244,586		244,586		234,653		222,969
Total Consumer Broadband Connections (2)(3)		398,002		393,480		390,661		384,564		384,564		380,150		381,213		381,912		367,458		367,458		369,862		376,829
Consumer Broadband Net Adds
Total Fiber Gig+ Capable Net Adds (7)		3,885		3,026		4,018		4,583		15,512		7,690		9,643		12,143		10,599		40,075		12,337		18,651
DSL/Copper Net Adds (7)		(7,240)		(7,548)		(6,837)		(10,680)		(32,305)		(8,544)		(8,580)		(11,444)		(10,783)		(39,351)		(9,933)		(11,684)
Total Consumer Broadband Net Adds (7)		(3,355)		(4,522)		(2,819)		(6,097)		(16,793)		(854)		1,063		699		(184)		724		2,404		6,967
Consumer Broadband Penetration %
Fiber Gig+ Capable (on fiber passings)		23.2%		19.5%		16.5%		14.2%		14.2%		13.6%		12.4%		12.2%		12.2%		12.2%		12.7%		13.7%
DSL/Copper (on DSL/copper passings)		13.4%		13.5%		13.7%		13.9%		13.9%		13.9%		14.5%		14.7%		15.1%		15.1%		15.0%		14.8%
Total Consumer Broadband Penetration %		14.5%		14.3%		14.2%		14.0%		14.0%		13.8%		13.9%		13.9%		14.0%		14.0%		14.1%		14.3%
Consumer Average Revenue Per Unit (ARPU)
Fiber Gig+ Capable	$	64.87	$	65.83	$	64.64	$	64.22	$	64.55	$	63.88	$	64.95	$	65.61	$	67.14	$	65.42	$	67.51	$	68.29
DSL/Copper	$	47.72	$	49.92	$	51.32	$	50.65	$	50.06	$	50.78	$	52.36	$	53.87	$	53.55	$	53.36	$	53.21	$	55.88
Churn
Fiber Consumer Broadband Churn (7)		1.3%		1.7%		1.4%		1.0%		1.3%		0.9%		1.1%		1.2%		1.1%		1.1%		1.0%		1.3%
DSL/Copper Consumer Broadband Churn (7)		1.4%		1.6%		1.9%		2.0%		1.7%		1.3%		1.6%		1.8%		1.7%		1.6%		1.5%		1.7%
Consumer Broadband Revenue ($ in thousands)
Fiber Broadband Revenue (4)	$	14,120	$	15,010	$	15,422	$	16,150	$	60,702	$	17,242	$	19,218	$	21,558	$	24,016	$	82,034	$	26,136	$	29,613
Copper and Other Broadband Revenue		51,633		52,967		53,182		50,833		208,615		48,669		48,374		48,083		44,986		190,112		41,825		41,726
Total Consumer Broadband Revenue	$	65,753	$	67,977	$	68,604	$	66,983	$	269,317	$	65,911	$	67,592	$	69,641	$	69,002	$	272,146	$	67,961	$	71,339
Consumer Voice Connections (3)		362,384		352,835		341,135		328,849		328,849		316,634		306,458		294,441		276,779		276,779		267,509		258,680
Video Connections (3)		73,986		70,795		66,971		63,447		63,447		58,812		55,225		51,339		35,039		35,039		32,426		28,934
Fiber route network miles (long-haul, metro and FttP)		47,364		48,727		50,405		52,402		52,402		54,239		56,093		57,498		57,865		57,865		57,569		58,836
On-net buildings (3)		13,910		14,253		14,625		14,981		14,981		15,446		15,618		15,715		14,427		14,427		14,520		14,735

Page 15 of 16

Notes:

(1) In Q1 2021, the Company launched a multi-year fiber build plan to upgrade 1.6 million passings or 70% of our service area to fiber Gig+ capable services. As of June 30, 2023, 111,296 of the targeted 225,000 passings for 2023 were upgraded to FttP and total fiber passings were ~1,119,956 or 43% of the Company's service area.

(2) The sale of the non-core Ohio operations resulted in a reduction of approximately 5,658 DSL/Copper passings and 3,560 DSL/Copper broadband connections in the first quarter of 2022. Prior period amounts have not been adjusted to reflect the sale.

(3) The sale of the net assets of our Kansas City operations in the fourth quarter of 2022 resulted in a reduction of approximately 135,144 DSL/Copper passings, 3,325 fiber broadband connections, 10,945 DSL/Copper broadband connections, 6,670 consumer voice connections, 13,425 video connections and 1,415 on-net buildings. Prior period amounts have not been adjusted to reflect the sale.

(4) Fiber broadband revenue includes revenue from our Kansas City operations of approximately $0.3 million for the quarter ended December 31, 2022 and approximately $0.5 million for each of the quarters ended March 31, 2021 through September 30, 2022. Amounts have not been adjusted to reflect the sale.

(5) Passings counts are estimates of single family units, multi-dwelling units, and multi-tenant units within consumer, small business and enterprise. These counts are based upon the information available at this time and are subject to updates as additional information becomes available.

(6) When a passing is both fiber and DSL/Copper capable it is counted as a fiber passing.

(7) Consumer Broadband net adds and churn have been normalized to reflect the divestitures of our Kansas City and Ohio operations.

Page 16 of 16

EX-99.2

Exhibit 99.2

Q2 2023 Aug. 8, 2023 EARNINGS Nasdaq: CNSL consolidated.com

Safe Harbor Statement Certain statements in this presentation, including those relating to the current expectations, plans, strategies, and anticipated financial results, including year over year revenue and EBITDA growth in 2024, contributions to EBITDA and margins as a result of business simplification and cost savings initiatives, and the timeline for and anticipated benefits related to the closing of the sale of certain Washington non-core assets in the second half of 2024, are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies and anticipated financial results. There are a number of risks, uncertainties and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements, including: significant competition in all parts of our business and among our customer channels; our ability to adapt to rapid technological changes; shifts in our product mix that may result in a decline in operating profitability; public health threats, including the COVID-19 pandemic; continued receipt of support from various funds established under federal and state laws; disruptions in our networks and infrastructure and any related service delays or disruptions could cause us to lose customers and incur additional expenses; cyber-attacks may lead to unauthorized access to confidential customer, personnel and business information that could adversely affect our business; our operations require substantial capital expenditures and our business, financial condition, results of operations and liquidity may be impacted if funds for capital expenditures are not available when needed; our ability to obtain and maintain necessary rights-of-way for our networks; our ability to obtain necessary hardware, software and operational support from third-party vendors; substantial video content costs continue to rise; our ability to enter into new collective bargaining agreements or renew existing agreements; our ability to attract and/or retain certain key management and other personnel in the future; risks associated with acquisitions and the realization of anticipated benefits from such acquisitions; increasing attention to, and evolving expectations for, environmental, social and governance initiatives; unfavorable changes in financial markets could affect pension plan investments; weak economic conditions, and the other risk factors described in Part I, Item 1A of Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this presentation. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to us and speak only as of the date they are made. Except as required under federal securities laws or the rules and regulations of the Securities and Exchange Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. Non-GAAP Measures This presentation includes certain non-GAAP historical and forward-looking financial measures, including but not limited to “EBITDA,” “adjusted EBITDA,” “net debt leverage ratio,” or “total net debt to last twelve month adjusted EBITDA ratio,” and “normalized revenue.” In addition to providing key metrics for management to evaluate the Company’s performance, we believes these measurements assist investors in their understanding of operating performance and in identifying historical and prospective trends. See additional information and a reconciliation of these non-GAAP measures to the nearest comparable GAAP measures in the Appendix. Non-GAAP measures are not presented to be replacements or alternatives to the GAAP measures, and investors are urged to consider these non-GAAP measures in addition to, and not in substitution for, measures prepared in accordance with GAAP. Consolidated may present or calculate its non-GAAP measures differently from other companies. The Company’s 8-K, Form 10-K, Form 10-Q and other filings should be read in conjunction with this presentation as they contain additional important details on the quarterly results.

2.6M Total passings 1.1M Total fiber Gig+ capable passings 154K Fiber Gig+ capable broadband connections Data as of 6/30/23 *Last 12 months ended 6/30/23; Adj. EBITDA includes discontinued operations for 2022 periods 58,836 Fiber route miles $1.1B Revenue* $351M Adjusted EBITDA* Fidium is Consolidated’s consumer/SMB fiber broadband service offering symmetrical multi-gig speeds. Consolidated Overview Transforming into a leading fiber provider Key Operational & Financial Metrics

Transformation from Wireline to Leading Fiber Provider ✓ Growth plan set/Searchlight partnership ✓ Global Refinancing ✓ Launched ✓ Fiber coverage of 22% ✓ Added 15K new fiber subs ✓ Total net positive consumer broadband adds ✓ Fiber coverage of 38% (1M passings) ✓ Added 40K new consumer fiber subs ✓ 2021 cohort penetration of 15.1% ✓ Bolstered liquidity > $600M of divestitures ✓ Launched ✓ Leadership realignment • Fiber coverage of nearly 50% • Y/Y Revenue and EBITDA growth beginning in 2024 • EBITDA CAGR of mid-teens • Operating expense leverage as revenue grows • Build pace aligned with government broadband partnerships, including BEAD Achievement of milestones support a return to growth ✓ Elimination of dividend

Fiber Investment Thesis Incumbent Position Advantages • Existing conduit capacity and pole access where we have aerial fiber; aerial fiber access to 80% of Northern New England • Experienced teams, contractor resources and strong build partners • Strong community engagement and long-operating history within markets Favorable Unit Costs • ~$660 LTD average cost per fiber passing • ~$750 - $800 targeted average direct cost to connect Fiber-Rich Network • 58,836 fiber route miles • 43% of passings are fiber Strong Fiber Market Dynamics Superior Product Growing Data Demand Future Proof Technology Proven, Valuable Assets CNSL Advantages

Q223 Highlights

Q2 2023 Y/Y % change (vs. reported) Y/Y % change vs. normalized(1) Revenue $275.2 (7.8%) (3.0%) Strategic Revenue Consumer Broadband $71.3 5.5% 8.4% Consumer Fiber Broadband $29.6 54.1% 57.8% Commercial Data $53.2 (6.8%) 0.5% Carrier Data & Transport $31.2 (13.9%) (5.1%) Adj. EBITDA $76.9 (28.5%) - Adj. EBITDA margin 28.0% (8.0%) - Committed capex $164.4 (8.2%) - Q2 2023 Results $ in millions Metrics Q2 2023 Y/Y % change Fiber Gig+ capable passings 1,119,956 34.6% Fiber Gig+ capable connections 153,860 48.7% (1) Normalized for Ohio and Kansas asset divestitures.​ Q2 2023 Highlights • Added a record 18,651 consumer fiber subscribers; growth of 93% vs. Q2-22 • Positive consumer broadband net adds of 6,967 – up 190% vs. Q1-23 and nearly 7X Y/Y • Consumer fiber broadband revenue growth of 58%1 • Consumer broadband fiber churn of 1.3%1 • Consumer broadband ARPU up: Fiber +5.1% Copper +6.7%

Consolidated’s Fiber Build Plan & Strategy Targeting > 70% fiber coverage in the future with prudent build pace Penetration of Existing Fiber Markets • Reached inflection point with ~40% fiber coverage/1M fiber passings at end of 2022 • Generating positive overall consumer broadband net adds, which has led to consistent consumer broadband revenue growth • Well positioned to sell into existing fiber footprint to drive continued growth to fuel future builds Broadband Government Partnerships • Awarded $160M of broadband, government partnership funds since 2019; actively pursuing ~$110M of additional opportunities (not inclusive of BEAD) • $42B BEAD opportunity coming to market • Maximizes economies of builds for complete communities; offsets high cost rural builds Liquidity Management • Continue to assess non-core assets for monetization opportunities, including recently announced Washington sale (nearly $700M of divestitures announced since 2022) • Prudent management of balance sheet and costs, including through recently announced $30M annualized cost savings plan • Benefits of $146M of Inventory supporting 2023/2024 build and install activities

What We Said Consumer/Small Bus Momentum Introducing Fidium brand and value proposition in prior cohorts (NPS scores of 50+) Record monthly consumer broadband fiber net adds: June ~6.6K, July nearly 7.3K What We Did Q422 Conference Call - (Feb 28, 2023) Doubled door to door sales reps since year end 2022 Added new consumer sales partners since Q4 2022 to augment digital and call center sales Fidium@Work introduced in January to serve small business market Door to door reps is up 6X (to 127) vs YE 2022 – Expect continued growth Fiber installs from channel partners up nearly 2X from Q1 2023 Installs of Fidium@Work fiber product up nearly 2X since Q1 2023 launch

Fiber Cohort Penetration Cohort Penetration Targets Fiber Penetration Rates by Cohort 13.4% 21.5% 1-Year Mark 2-Year Mark Q2 22 Cohort Q2 21 Cohort Q2 23 Cohort Q1 23 Cohort Strong performance across newer cohorts 1Cohort ready for sale (RFS) excludes certain multi-dwelling units (MDU’s) and multi-tenant units (MTU’s). In aggregate, across all of the Company's fiber passings of 1,119,956, this exclusion is approximately 16%. Fiber penetrations by cohort represents all fiber connections (consumer and business) as a percentage of RFS. 1-year mark (Q222 cohort) and 2-year mark (Q221 cohort) are cumulative. These estimates are based upon the information available at this time and are subject to updates as additional information becomes available. 14% 1 year 24% 2 year 33% 3 year Terminal penetration targeted in the 40% range over a 5-year horizon 8.8% 12.2% < 1 Quarter Mark 1 Quarter Mark

Fiber Growth Momentum, ARPU Opportunity Consumer Fiber Broadband Net Adds1 Consumer Fiber Broadband Revenue Growth2 $55.88 $68.29 Copper ARPU Fiber ARPU Fiber ARPU > Copper ARPU +22% Consumer Broadband ARPU Drivers 27% 41% 39% 54% % Broadband Connections on Fiber % Fiber Connections Mix - Gig+ Fiber Q222 Q223 > 80% of new subscribers taking Gig+ option Fiber ARPU +$3.34 5.1% Y/Y (1) Q422 consumer fiber net adds normalized for Kansas divestiture (3,325 fiber connections) (2) Consumer fiber broadband revenue in Q1 to Q4 2022 normalized for Kansas asset divestiture​ 9.6K 12.1K 10.6K 12.3K $18.8M 18.7K $21.1M $23.7M $26.1M $29.6M 11.8% 12.5% 12.4% 10.2% 13.3% Q222 Q322 Q422 Q123 Q223 Fiber Net Adds Fiber Revenue Sequential Fiber Revenue Growth

Commercial and Carrier Revenue $ in millions Commercial Data Services Revenue1 Carrier Data & Transport Revenue1 14,7352 On-net Buildings +3.7% Y/Y 58,836 Fiber Route Miles +4.9% Y/Y Commercial Data Services • ~ 90% of new sales on network • Leveraging FttP investments for growth across all Commercial channels • Reduced complexity through standardized product portfolio Carrier Data-Transport Services • Transitioning TDM services to wave/IP/10G • Leveraging 400G core network upgrades to provide 10G backhaul to towers • Full year ‘23 impact of wireless carrier renegotiations of $5M to $10M 0.5% Y/Y (5.1%) Y/Y (1) Q2-22 through Q4-22 normalized for divestiture of Ohio and Kansas assets. (2) On-net buildings figure adjusted for Kansas asset sale, which reduced 1,415 on-net buildings. $53.0 $52.8 $53.7 $53.1 $53.2 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 $32.9 $33.6 $33.6 $32.9 $31.2 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23

Strategic Priorities For 2023 Executing on our Fiber Growth Plan Increase Fiber Penetration Across the Business Consumer Broadband, Commercial and Carrier Data-Transport Deliver Improved Customer Experience Increasing Net Promoter Scores Drive Operational Efficiencies Improved Unit Costs Resource Optimization

Capital Structure; Enhanced Liquidity Current Maturity Profile • No maturities due until 2027 • ~ 77% of outstanding debt is fixed rate through September 2026 • Balancing build and growth initiatives to ensure adequate levels of liquidity are maintained • In Nov. 2022, extended maturity of $250M revolver by two years to 2027 with enhanced financial flexibility • Expected decline in net debt leverage beyond 2023 as Adjusted EBITDA improves​ (1) $250M revolver is undrawn; availability reduced by $35M of outstanding letters of credit; Revolver availability will be limited to 35% of $250M (net of LC’s) if leverage ratio exceeds 6.35x. Excluding discontinued operations, bank net leverage ratio was 5.43x. $M, as of 6/30/23 5.55x net debt leverage 6.72% weighted avg. cost of debt $203M cash on hand, $215M revolver availability (undrawn)1 Term loan referenced above was amended on 4/17/23 to replace LIBOR rates with SOFR (S) rates. SOFR rates will include an adjustment of approximately 0.11%, 0.26% and 0.43%, for 1, 3 and 6 month loans, respectively. $1,000 $750 $400 $250 2023 2024 2025 2026 2027 2028 Term Loan S+3.50% (S Floor of 0.75)* Senior Notes 6.50% Senior Notes 5.00% Revolver

2023 Outlook 2023 Guidance Range Adjusted EBITDA $310 million to $330 million Capex Approximately $495 million Cash interest expense $145 million to $155 million Cash taxes < $10 million 37% Fiber Build 37% Success Based 26% Obligatory & Digital Transformation; Inventory Growth 2023 outlook provided on Feb. 28, 2023 with Q4 2022 earnings. Company updated its guidance for capital expenditures and reaffirmed its guidance for all other metrics for the full-year 2023 with Q2 earnings on Aug. 8, 2023. For definitions of non-GAAP measures, please see the appendix.

Appendix

Bob Udell President and Chief Executive Officer Fred Graffam Executive Vice President and Chief Financial Officer Gaurav Juneja President of Consumer John Lunny Chief Technology Officer Dan Stoll President of Commercial and Carrier Jennifer Spaude Sr. VP of Corporate Communications Garrett Van Osdell Chief Legal Officer and Corporate Secretary Gabe Waggoner Executive Vice President of Operations Team focused on leveraging fiber investments through execution and accelerated growth Executive Management Team

Committed to Sustainability and ESG Priorities • Heightened focus on environmental and sustainability initiatives • Building more energy-efficient fiber networks while decommissioning copper networks • Implemented energy conservation and efficiency initiatives though programs to modernize operations including: LED lighting, green fleet purchases and recycling programs • Secured new community solar agreements supporting local renewable energy efforts • Committed to highest standards of legal and ethical business conduct through Code of Business Conduct for directors, officers, employees, customers and vendors • 7 of 8 board members are independent (2) • Board gender diversity: 25% women • Healthy board refreshment: 3 of 8 board members have tenure of less than 5 years • Named U.S. Best in Class Employer(1) by Gallagher for 2nd year in a row • Maintained safety-first work environment; employees completed 36.6k safety, compliance and training modules over 16k hours. • Employees reported 6,600 community volunteer hours in 2022. Company launched CCI Cares Program to further support volunteer efforts. $1.9M in support to more than 450 community nonprofit organizations in 2022. • Consolidated DEI Council focused on advancing initiatives across the Company including training, education and resources (1) Gallagher’s 2022 Benefits Strategy and Benchmarking Survey (Participants) (2) per Rule 5605(a)(2) of NASDAQ’s Marketplace Rules. Additional information can be obtained at https://www.consolidated.com/about-us/esg Committed to preserving and sustaining the natural environment Making a difference for employees and the communities we serve Guided by responsible governance practices Environmental Social Governance

2022/2023 Asset Divestitures Closed on Sale of Investments in Wireless Partnerships In Sept. 2022, Clio Parent LLC, a subsidiary of the Company, closed on the sale of the entirety of its limited partnership interests in five wireless investments to Cellco Partnership, d/b/a Verizon Wireless, for an aggregate purchase price of $490M. Tax Impact o Federal taxable gain fully shielded by NOLs o State cash tax impact estimated at $10M-$13M Closed on Kansas City Asset Sale In Nov. 2022, Consolidated closed on the sale of its Kansas City assets to Everfast Fiber Networks LLC for approximately $82M in gross cash proceeds, subject to the finalization of certain working capital and other post-closing purchase price adjustments. Ohio Asset Sale In Jan. 2022, Consolidated closed on the sale of substantially all of its Ohio assets, for total cash proceeds of $26M. Sale of Certain Tower Assets In 2022, the Company divested of certain non-core communication towers for cash proceeds of $21M. Washington Asset Sale In July 2023, Consolidated entered into an agreement to sell its Washington assets for gross proceeds of $73M, subject to the finalization of certain working capital and other post-closing purchase price adjustments, to Palisade Infrastructure in an all-cash transaction. The transaction is expected to close in the second half of 2024.

Revenue Trend by Category ($ in thousands, unaudited) Three Months Ended Q2 2023 Q1 2023 Q4 2022 Q3 2022 Q2 2022 Consumer: Broadband (Data and VoIP) $ 71,339 $ 67,961 $ 69,002 $ 69,641 $ 67,592 Voice services 31,352 32,263 34,314 36,444 36,643 Video services 9,362 9,594 11,876 13,552 14,359 112,053 109,818 115,192 119,637 118,594 Commercial: Data services (includes VoIP) 53,230 53,134 56,662 56,796 57,113 Voice services 32,236 32,631 34,676 35,484 35,775 Other 10,378 9,756 10,320 9,933 11,287 95,844 95,521 101,658 102,213 104,175 Carrier: Data and transport services 31,224 32,923 33,752 33,878 36,263 Voice services 4,263 4,367 3,685 3,517 3,718 Other 313 350 338 605 354 35,800 37,640 37,775 38,000 40,335 Subsidies 7,072 7,036 13,078 7,187 6,534 Network access 22,747 24,444 26,308 27,277 24,846 Other products and services 1,646 1,667 1,965 2,305 3,906 Total operating revenue $ 275,162 $ 276,126 $ 295,976 $ 296,619 $ 298,390

Key Operating Metrics (unaudited) (see footnotes on next slide) Passings Total Fiber Gig+ Capable Passings (1)(5)(6) 320,806 397,123 494,160 605,710 605,710 689,406 831,779 947,974 1,008,660 1,008,660 1,062,518 1,119,956 Total DSL/Copper Passings (2)(3)(5)(6) 2,421,292 2,347,816 2,255,556 2,146,377 2,146,377 2,059,025 1,920,214 1,807,381 1,617,077 1,617,077 1,564,889 1,509,875 Total Passings (1)(2)(3)(5)(6) 2,742,098 2,744,939 2,749,716 2,752,087 2,752,087 2,748,431 2,751,993 2,755,355 2,625,737 2,625,737 2,627,407 2,629,831 % Fiber Gig+ Coverage/Total Passings 12% 14% 18% 22% 22% 25% 30% 34% 38% 38% 40% 43% Consumer Broadband Connections Fiber Gig+ Capable (3) 74,495 77,521 81,539 86,122 86,122 93,812 103,455 115,598 122,872 122,872 135,209 153,860 DSL/Copper (2)(3) 323,507 315,959 309,122 298,442 298,442 286,338 277,758 266,314 244,586 244,586 234,653 222,969 Total Consumer Broadband Connections (2)(3) 398,002 393,480 390,661 384,564 384,564 380,150 381,213 381,912 367,458 367,458 369,862 376,829 Consumer Broadband Net Adds Total Fiber Gig+ Capable Net Adds (7) 3,885 3,026 4,018 4,583 15,512 7,690 9,643 12,143 10,599 40,075 12,337 18,651 DSL/Copper Net Adds (7) (7,240) (7,548) (6,837) (10,680) (32,305) (8,544) (8,580) (11,444) (10,783) (39,351) (9,933) (11,684) Total Consumer Broadband Net Adds (7) (3,355) (4,522) (2,819) (6,097) (16,793) (854) 1,063 699 (184) 724 2,404 6,967 Consumer Broadband Penetration % Fiber Gig+ Capable (on fiber passings) 23.2% 19.5% 16.5% 14.2% 14.2% 13.6% 12.4% 12.2% 12.2% 12.2% 12.7% 13.7% DSL/Copper (on DSL/copper passings) 13.4% 13.5% 13.7% 13.9% 13.9% 13.9% 14.5% 14.7% 15.1% 15.1% 15.0% 14.8% Total Consumer Broadband Penetration % 14.5% 14.3% 14.2% 14.0% 14.0% 13.8% 13.9% 13.9% 14.0% 14.0% 14.1% 14.3% Consumer Average Revenue Per Unit (ARPU) Fiber Gig+ Capable $ 64.87 $ 65.83 $ 64.64 $ 64.22 $ 64.55 $ 63.88 $ 64.95 $ 65.61 $ 67.14 $ 65.42 $ 67.51 $ 68.29 DSL/Copper $ 47.72 $ 49.92 $ 51.32 $ 50.65 $ 50.06 $ 50.78 $ 52.36 $ 53.87 $ 53.55 $ 53.36 $ 53.21 $ 55.88 Churn Fiber Consumer Broadband Churn (7) 1.3% 1.7% 1.4% 1.0% 1.3% 0.9% 1.1% 1.2% 1.1% 1.1% 1.0% 1.3% DSL/Copper Consumer Broadband Churn (7) 1.4% 1.6% 1.9% 2.0% 1.7% 1.3% 1.6% 1.8% 1.7% 1.6% 1.5% 1.7% Q1 Q2 Q3 Q4 FY Q1 2023 Q2 Q3 FY Q2 2021 Q1 2022 Q4

Operating Metrics (unaudited) Notes to Accompany Key Operating Metrics (1) In Q1 2021, the Company launched a multi-year fiber build plan to upgrade 1.6 million passings or 70% of our service area to fiber Gig+ capable services. As of June 30, 2023, 111,296 of the targeted 225,000 passings for 2023 were upgraded to FttP and total fiber passings were ~1,119,956 or 43% of the Company's service area. (2) The sale of the non-core Ohio operations resulted in a reduction of approximately 5,658 DSL/Copper passings and 3,560 DSL/Copper broadband connections in the first quarter of 2022. Prior period amounts have not been adjusted to reflect the sale. (3) The sale of the net assets of our Kansas City operations in the fourth quarter of 2022 resulted in a reduction of approximately 135,144 DSL/Copper passings, 3,325 fiber broadband connections, 10,945 DSL/Copper broadband connections, 6,670 consumer voice connections, 13,425 video connections and 1,415 on-net buildings. Prior period amounts have not been adjusted to reflect the sale. (4) Fiber broadband revenue includes revenue from our Kansas City operations of approximately $0.3 million for the quarter ended December 31, 2022 and approximately $0.5 million for each of the quarters ended March 31, 2021 through September 30, 2022. Amounts have not been adjusted to reflect the sale. (5) Passings counts are estimates of single family units, multi-dwelling units, and multi-tenant units within consumer, small business and enterprise. These counts are based upon the information available at this time and are subject to updates as additional information becomes available. (6) When a passing is both fiber and DSL/Copper capable it is counted as a fiber passing. (7) Consumer Broadband net adds and churn have been normalized to reflect the divestitures of our Kansas City and Ohio operations. 2021 2022 2023 ($ in thousands) Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Consumer Broadband Revenue Fiber Broadband Revenue (4) $ 14,120 $ 15,010 $ 15,422 $ 16,150 $ 60,702 $ 17,242 $ 19,218 $ 21,558 $ 24,016 $ 82,034 $ 26,136 $ 29,613 Copper and Other Broadband Revenue 51,633 52,967 53,182 50,833 208,615 48,669 48,374 48,083 44,986 190,112 41,825 41,726 Total Consumer Broadband Revenue $ 65,753 $ 67,977 $ 68,604 $ 66,983 $ 269,317 $ 65,911 $ 67,592 $ 69,641 $ 69,002 $ 272,146 $ 67,961 $ 71,339 Consumer Voice Connections (3) 362,384 352,835 341,135 328,849 328,849 316,634 306,458 294,441 276,779 276,779 267,509 258,680 Video Connections (3) 73,986 70,795 66,971 63,447 63,447 58,812 55,225 51,339 35,039 35,039 32,426 28,934 Fiber route network miles (long-haul, metro and FttP) 47,364 48,727 50,405 52,402 52,402 54,239 56,093 57,498 57,865 57,865 57,569 58,836 On-net buildings (3) 13,910 14,253 14,625 14,981 14,981 15,446 15,618 15,715 14,427 14,427 14,520 14,735

Non-GAAP Measures This presentation, as well as the conference call, includes disclosures regarding “EBITDA,” “adjusted EBITDA,” “total net debt to last 12 month adjusted EBITDA ratio” or “Net debt leverage ratio,” and “Normalized revenue,” 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 or net income 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 these non-GAAP financial measures to 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 our credit agreement 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 with the reconciliation to net income (loss) from continuing operations. EBITDA is defined as income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization on a historical basis. We present adjusted EBITDA for several reasons. Management believes adjusted EBITDA is useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt). In addition, we have presented adjusted EBITDA to investors in the past because it is frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting it here provides a measure of consistency in our financial reporting. Adjusted EBITDA, referred to as Available Cash in our credit agreement, is also a component of the restrictive covenants and financial ratios contained in our credit agreement that requires us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt. The definitions in these covenants and ratios are based on Adjusted EBITDA after giving effect to specified charges. In addition, Adjusted EBITDA provides our board of directors with meaningful information, with other data, assumptions and considerations, to measure our ability to service and repay debt. We present the related “total net debt to last 12 month adjusted EBITDA ratio” or “Net debt leverage ratio” principally to help investors understand how we measure leverage and facilitate comparisons by investors, security analysts and others. Total net debt is defined as the current and long-term portions of debt and finance lease obligations less cash, cash equivalents and short-term investments, deferred debt issuance costs and discounts on debt. Our Net debt leverage ratio differs in certain respects from the similar ratio used in our credit agreement or against comparable measures of certain other companies in our industry. These measures differ in certain respects from the ratios used in our senior notes indenture. 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. In addition, the ratio of total net debt to last 12-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 this ratio is useful as a means to evaluate our ability to incur additional indebtedness in the future.

Reconciliation of Historical Revenue by Category to Normalized Revenue by Category (1) These adjustments reflect the removal of operating revenues for divestitures. We completed the sale of the Company's Ohio and Kansas assets on January 31, 2022 and November 30, 2022, respectively. ($ in thousands, unaudited) Consumer: Broadband (Data and VoIP) $ 67,592 $ (1,788) $ 65,804 $ 133,503 $ (3,836) $ 129,667 Voice services 36,643 (541) 36,102 74,095 (1,237) 72,858 Video services 14,359 (2,696) 11,663 28,725 (5,406) 23,319 118,594 (5,025) 113,569 236,323 (10,479) 225,844 Commercial: Data services (includes VoIP) 57,113 (4,140) 52,973 115,008 (8,369) 106,639 Voice services 35,775 (1,337) 34,438 72,114 (2,792) 69,322 Other 11,287 (286) 11,001 22,847 (587) 22,260 104,175 (5,763) 98,412 209,969 (11,748) 198,221 Carrier: Data and transport services 36,263 (3,352) 32,911 69,748 (3,640) 66,108 Voice services 3,718 (4) 3,714 7,570 (9) 7,561 Other 354 (2) 352 745 (3) 742 40,335 (3,358) 36,977 78,063 (3,652) 74,411 Subsidies 6,534 — 6,534 13,117 (49) 13,068 Network access 24,846 (430) 24,416 51,059 (938) 50,121 Other products and services 3,906 (106) 3,800 10,137 (187) 9,950 Total operating revenue $ 298,390 $ (14,682) $ 283,708 $ 598,668 $ (27,053) $ 571,615 Normalized Six Months Ended June 30, 2022 Historical Adjustments Normalized Historical (1) June 30, 2022 Adjustments (1) Three Months Ended

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA ($ in thousands, unaudited) (1) These adjustments reflect those required or permitted by the lenders under our credit agreement. (2) Other, net includes income attributable to noncontrolling interests, acquisition and non-recurring related costs, and certain miscellaneous items. (3) Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are excluded from adjusted EBITDA. Loss from continuing operations $ (108,092) $ (10,591) $ (145,053) $ (129,687) Add (subtract): Income tax benefit (18,448) (2,017) (30,688) (16,836) Interest expense, net 36,903 30,156 70,763 59,671 Depreciation and amortization 79,538 72,543 157,237 144,893 EBITDA (10,099) 90,091 52,259 58,041 Adjustments to EBITDA (1): Other, net (2) 5,441 6,244 15,471 11,568 Pension/OPEB benefit (931) (2,964) (2,072) (5,947) Loss on disposal of assets 2,384 — 5,688 — Loss on impairment 77,755 — 77,755 126,490 Non-cash compensation (3) 2,388 2,833 3,187 5,032 Adjusted EBITDA from continuing operations 76,938 96,204 152,288 195,184 Investment distributions from discontinued operations — 11,329 — 19,545 Adjusted EBITDA $ 76,938 $ 107,533 $ 152,288 $ 214,729 2022 Six Months Ended June 30, June 30, 2023 2022 Three Months Ended 2023

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA Guidance (1) These adjustments reflect those required or permitted by the lenders under our credit agreement. (2) Other, net includes income attributable to noncontrolling interests, dividend income, integration and non-recurring related costs and certain miscellaneous items. (3) Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are excluded from adjusted EBITDA. Reconciliation of Total Net Debt to LTM Adjusted EBITDA Ratio ($ In thousands, unaudited) ($ In millions, unaudited) Loss from continuing operations $ (123) $ (105) Add: Income tax benefit (43) (37) Interest expense, net 152 148 Depreciation and amortization 314 312 EBITDA 300 318 Adjustments to EBITDA (1): Other, net (2) 12 14 Pension/OPEB benefit (12) (12) Non-cash compensation (3) 10 10 Adjusted EBITDA $ 310 $ 330 Range Low High Year Ended December 31, 2023 Long-term debt and finance lease obligations: Term loans, net of discount $7,868 $ 992,007 6.50% Senior secured notes due 2028 750,000 5.00% Senior secured notes due 2028 400,000 Finance leases 41,894 Total debt as of June 30, 2023 2,183,901 Less: deferred debt issuance costs (31,736) Less: cash, cash equivalents and short-term investments (202,578) Total net debt as of June 30, 2023 $ 1,949,587 Adjusted EBITDA for the 12 months ended June 30, 2023 $ 351,139 Total Net Debt to last 12 months Adjusted EBITDA 5.55x 2023 June 30,

XML

Document and Entity Information	Aug. 08, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2023
Entity File Number	000-51446
Entity Registrant Name	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	02-0636095
Entity Address, Address Line One	2116 South 17th Street
Entity Address, City or Town	Mattoon
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61938-5973
City Area Code	217
Local Phone Number	235-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock – $0.01 par value
Trading Symbol	CNSL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001304421
Amendment Flag	false