CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS. (Form 10-Q)

The Securities and Exchange Commission ("SEC") encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions.  Certain statements in
this Quarterly Report on Form 10-Q, including those which relate to the impact
on future revenue sources, pending and future regulatory orders, continued
expansion of the telecommunications network and expected changes in the sources
of our revenue and cost structure resulting from our entrance into new
communications markets, are forward-looking statements and are made pursuant to
the safe harbor provisions of the 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 the impact of the ongoing novel coronavirus ("COVID-19")
pandemic and our response to it.  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.  Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements of Consolidated Communications
Holdings, Inc. and its subsidiaries ("Consolidated," the "Company," "we" or
"our") to be different from those expressed or implied in the forward-looking
statements.  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 report.  A detailed discussion of these
and other risks and uncertainties that could cause actual results and events to
differ materially from such forward-looking statements is included in our 2021
Annual Report on Form 10-K filed with the SEC and in Item 1A - "Risk Factors" of
this report.  Furthermore, undue reliance should not be placed on
forward-looking statements, which speak only as of the date they are made.
 Except as required under federal securities laws or the rules and regulations
of the SEC, we disclaim any intention or obligation to update or revise publicly
any forward-looking statements. Management's Discussion and Analysis ("MD&A")
should be read in conjunction with our unaudited condensed consolidated
financial statements and accompanying notes to the financial statements
("Notes") as of and for the quarter and six months ended June 30, 2022 included
in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Throughout this MD&A, we refer to certain measures that are not measures of
financial performance in accordance with accounting principles generally
accepted in the United States ("US GAAP" or "GAAP").  We believe the use of
these non-GAAP measures on a consolidated basis provides the reader with
additional information that is useful in understanding our operating results and
trends. These measures should be viewed in addition to, rather than as a
substitute for, those measures prepared in accordance with GAAP. See the
"Non-GAAP Measures" section below for a more detailed discussion on the use and
calculation of these measures.

Insight

Consolidated is a broadband and business communications provider offering a wide
range of communication solutions to consumer, commercial and carrier customers
across a 22-state service area.  We operate an advanced fiber network spanning
approximately 56,100 fiber route miles across many rural areas and metro
communities.  We offer residential high-speed Internet, video, phone and home
security services as well as multi-service residential and small business
bundles. Our business product suite includes: data and Internet solutions,
voice, data center services, security services, managed and IT services, and an
expanded suite of cloud services.  We provide wholesale solutions to wireless
and wireline carriers and other service providers including data, voice, network
connections and custom fiber builds and last mile connections.



We generate the majority of our consolidated operating revenues primarily from
monthly subscriptions to our broadband, data and transport services
(collectively "broadband services") marketed to residential and business
customers. As consumer demands for bandwidth continue to increase, our focus is
on expanding our fiber broadband services and upgrading data speeds in order to
offer a highly competitive fiber product. Our investment in more competitive
broadband speeds is critical to our long-term success.  Our strategic investment
with Searchlight Capital Partners L.P. ("Searchlight") combined with the
refinancing of our capital structure, as described below, has provided us with
additional capital that has

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enabled us to accelerate our fiber expansion plans and provided significant
benefits to our consumer, commercial and carrier customers. With this strategic
investment, we intend to enhance our fiber infrastructure and accelerate our
investments in high-growth and competitive areas.  By leveraging our existing
dense core fiber network and an accelerated build plan, we expect to be able to
significantly increase data speeds, expand our multi-Gig coverage and
strategically extend our network across our strong existing commercial and
carrier footprint to attract more on-net and near-net opportunities.  As part of
our fiber expansion plan, we plan to upgrade approximately 1.6 million passings
to fiber over five years across select service areas to enable multi-Gig capable
services to these homes and small businesses including more than 1 million
passings within our northern New England service areas.

Our fiber build plan includes the upgrade of 400,000 homes and small businesses
in 2022. During the quarter and six months ended June 30, 2022, we upgraded
approximately 142,300 and 226,000 passings, respectively, and added
approximately 9,600 and 17,300 consumer fiber Gig-capable subscribers,
respectively. During the year ended December 31, 2021, we upgraded approximately
330,000 passings. In our northern New England service areas, approximately 26%
of the homes we serve were 1 Gig capable as of June 30, 2022 compared to 10%
during the same period in 2021. As of June 30, 2022, approximately 37% of the
homes we serve in all other markets had availability to broadband speeds of up
to 1 Gbps compared to 23% during the same period in 2021.

Fidium Fiber, our new Gigabit consumer fiber internet product with an all-new
customer experience, launched in November 2021 in select northern New England
markets, reinforcing our broadband-first strategy. In May 2022, Fidium Fiber was
expanded to additional markets in California, Illinois, Minnesota, Pennsylvania
and Texas. In June 2022, we launched symmetrical 2 Gig speeds across the entire
Fidium fiber network.  Our Fidium plans offer symmetrical speeds from 50 Mbps to
2 Gbps with no data caps.

As we continue to increase broadband speeds, we believe that we will also be
able to simultaneously expand the array of services and content offerings that
our network provides.  We continue to focus on expanding our commercial and
carrier product offerings including broadband and our commercial product suite,
and are continually enhancing our commercial product offerings to meet the needs
of our business customers.  By leveraging our advanced fiber network, we can
tailor our services for business customers by developing solutions to fit their
specific needs.  Additionally, we are continuously enhancing our suite of
managed and cloud services by adding new functionality and support, which
increases efficiency and enables greater scalability and reliability for
businesses. We anticipate future momentum in commercial and carrier services as
these products gain traction as well as from the demand from customers for
additional bandwidth and data-based services.

However, operating revenues continue to be impacted by the industry-wide trend
of declines in voice services, access lines and related network access
revenue. Many customers are choosing to subscribe to alternative communication
services, and competition for these subscribers continues to increase. Total
voice connections decreased 9% as of June 30, 2022 compared to 2021. We have
been able to mitigate some of the access line losses through alternative product
offerings, such as our VoIP service.

Our competitive broadband speeds enable us to meet consumer demand for higher
bandwidth for streaming programming or on-demand content on any device.  The
consumers demand for streaming services, either to augment their current video
subscription plan or to entirely replace their linear video subscription may
impact our future video subscriber base and, accordingly, reduce our video
revenue as well as our video programing costs.  Total video connections
decreased 22% as of June 30, 2022 compared to 2021. We believe the trend in
changing consumer viewing habits will continue to impact our business results
and complement our strategy of providing consumers with higher broadband speeds
to facilitate streaming content including services offered through our streaming
partnerships.


Our operating revenues are impacted by legislative or regulatory changes at the
federal and state levels, which could reduce or eliminate the current subsidies
revenue we receive. A number of proceedings and recent orders relate to
universal service reform, inter-carrier compensation ("ICC") and network access
charges. Recent orders adopted in 2020 resulted in a reduction in the federal
subsidies we receive of approximately $42.2 million annually as of January 1,
2022.  See the "Regulatory Matters" section below for a further discussion
of
the subsidies we receive.

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Recent Developments

Searchlight Investment

On September 13, 2020, we entered into an investment agreement (the "Investment
Agreement") with an affiliate of Searchlight.  In connection with the Investment
Agreement, affiliates of Searchlight have invested an aggregate of $425.0
million in the Company.  The investment commitment was structured in two stages.
 In the first stage of the transaction, which was completed on October 2, 2020,
Searchlight invested $350.0 million in the Company in exchange for 6,352,842
shares, or approximately 8%, of the Company's common stock and a contingent
payment right ("CPR") that was convertible, upon the receipt of certain
regulatory and shareholder approvals, into an additional 17,870,012 shares, or
16.9%, of the Company's common stock.  In addition, Searchlight received the
right to an unsecured subordinated note with an aggregate principal amount of
approximately $395.5 million (the "Note"), which, at the time of issuance, was
convertible into shares of a new series of perpetual preferred stock of the
Company with an aggregate liquidation preference equal to the principal amount
of the Note plus accrued interest as of the date of conversion.

On July 15, 2021, the Company received all required state public utility
commission regulatory approvals necessary for the conversion of the CPR into
16.9% additional shares of the Company's common stock. As a result, the CPR was
converted into 17,870,012 shares of common stock, which were issued to
Searchlight on July 16, 2021.

In the second stage of the Investment, which was completed on December 7, 2021
following the receipt of Federal Communications Commission ("FCC") and certain
regulatory approvals and the satisfaction of certain other customary closing
conditions, Searchlight invested an additional $75.0 million and was issued the
Note. The Note bore interest at 9.0% per annum from the date of the closing of
the first stage of the transaction and was payable semi-annually in arrears. The
Note included a paid-in-kind ("PIK") option for a five-year period beginning as
of October 2, 2020. During the year ended December 31, 2021, the Company elected
the PIK option and accrued interest of $38.8 million was added to the principal
balance of the Note.  On December 7, 2021, Searchlight elected to convert the
Note into 434,266 shares of Series A Perpetual Preferred Stock, par value $0.01
per share (the "Series A Preferred Stock"). In addition, on December 7, 2021,
the CPR converted into an additional 15,115,899 shares, or an additional 10.1%,
of the Company's common stock.  As of June 30, 2022 and December 31, 2021,
shares of common stock issued to Searchlight represent approximately 34% and
35%, respectively, of the Company's outstanding common stock. The strategic
investment with Searchlight provides us a valued partner with significant
experience in deploying broadband infrastructure as we continue to execute our
fiber-focused strategy and grow broadband services.

Disposals


On September 22, 2021, we entered into a definitive agreement to sell
substantially all of the assets of our non-core, rural ILEC business located in
Ohio, Consolidated Communications of Ohio Company ("CCOC"). CCOC provides
telecommunications and data services to residential and business customers in 11
rural communities in Ohio and surrounding areas and included approximately 3,800
access lines, 3,900 data connections and 1,400 video connections. The sale was
completed on January 31, 2022 for approximately $26.0 million in cash, subject
to a customary working capital adjustment. As of December 31, 2021, the assets
and liabilities to be disposed of were classified as held for sale in the
condensed consolidated balance sheet and consisted primarily of allocated
goodwill of $16.3 million and property, plant and equipment of $9.5 million. In
connection with the classification as assets held for sale, we recognized an
impairment loss of $5.7 million during the quarter ended September 30, 2021.
During the six months ended June 30, 2022, we recognized an additional loss on
the sale of $0.5 million, which is included in selling, general and
administrative expense in the condensed consolidated statement of operations. We
intend to use the proceeds from the asset sale to further our fiber expansion
plans.

On March 2, 2022, we entered into a definitive agreement to sell substantially
all the assets of our business located in the Kansas City market (the "Kansas
City operations") for estimated cash consideration of approximately $91.7
million, subject to certain working capital and other purchase price
adjustments. The Kansas City operations provide data, voice and video services
to customers within the Kansas City metropolitan area and surrounding counties
and includes approximately 19,000 consumer customers and 1,900 commercial
customers. The transaction is expected to close by the end of 2022 and is
subject to the receipt of all customary regulatory approvals and the
satisfaction of other closing

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conditions.  At June 30, 2022, the assets and liabilities to be disposed of were
classified as held for sale in the condensed consolidated balance sheet and
consisted primarily of allocated goodwill of $83.7 million and property, plant
and equipment of $133.8 million. In connection with the expected sale, the
carrying value of the net assets to be sold was reduced to their estimated fair
value of approximately $91.1 million and we recognized an impairment loss of
$126.5 million during the six months ended June 30, 2022. The asset sales align
with our strategic asset review and focus on our core broadband regions.

Sale of an investment in wireless partnerships


On August 1, 2022, we entered into a Partnership Interest Purchase Agreement
(the "Purchase Agreement") to sell our five limited wireless partnership
interests to Cellco Partnership ("Cellco") for an aggregate purchase price of
$490.0 million, subject to certain potential adjustments. Cellco is the general
partner for each of the five wireless partnerships and is an indirect,
wholly-owned subsidiary of Verizon Communications, Inc. Our wireless partnership
investment consists of ownership in five wireless partnerships: 2.34% of GTE
Mobilnet of South Texas Limited Partnership, 20.51% of GTE Mobilnet of Texas RSA
#17 Limited Partnership, 3.60% of Pittsburgh SMSA Limited Partnership, 16.67% of
Pennsylvania RSA No. 6(I) Limited Partnership and 23.67% of Pennsylvania RSA
No. 6(II) Limited Partnership. The sale of the partnership interests is expected
to close by the end of 2022 and is subject to the satisfaction or waiver of
certain customary closing conditions and third-party purchase rights available
to the other partners in the partnerships. In connection with the sale of the
partnership interests, we expect to recognize a pre-tax gain in 2022 of
approximately $390.0 million, net of estimated selling costs, which is subject
to change pending the timing of the close of the sales and final earnings and
cash distributions received. We intend to use the proceeds from the sale to
support our fiber expansion plan. For the quarters ended June 30, 2022 and 2021,
we recognized investment income of $9.8 million and $11.4 million, respectively,
and received cash distributions of $11.3 million and $12.6 million,
respectively, from these wireless partnerships. For the six months ended June
30, 2022 and 2021, we recognized investment income of $17.9 million and $20.8
million, respectively, and received cash distributions of $19.5 million and
$22.0 million, respectively, from these wireless partnerships.

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Results of Operations
The following tables reflect our financial results on a consolidated basis and
key operating metrics as of and for the quarters and six months ended June
30,
2022 and 2021.

                                 Financial Data

                                                   Quarter Ended June 30,                           Six Months Ended June 30,
                                                                    $          %                                       $           %
(In millions, except for percentages)      2022        2021       Change     Change        2022         2021        Change       Change
Operating Revenues
Consumer:
Broadband (Data and VoIP)                $   67.6    $   68.0    $  (0.4)  

(1) % $133.5 $133.8 $(0.3) (0)% Voice Services

                               36.6        40.2       (3.6)       (9)           74.1         80.6        (6.5)         (8)
Video services                               14.3        16.8       (2.5)      (15)           28.7         33.6        (4.9)        (15)
                                            118.5       125.0       (6.5)   

(5) 236.3 248.0 (11.7) (5) Commercial: data services (including VoIP)

                57.1        56.9         0.2         0          115.0        113.9          1.1           1
Voice services                               35.8        39.1       (3.3)       (8)           72.1         78.9        (6.8)         (9)
Other                                        11.3         9.1         2.2        24           22.9         18.4          4.5          24
                                            104.2       105.1       (0.9)       (1)          210.0        211.2        (1.2)         (1)
Carrier:
Data and transport services                  36.3        33.9         2.4         7           69.8         67.2          2.6           4
Voice services                                3.7         4.4       (0.7)      (16)            7.5          8.9        (1.4)        (16)
Other                                         0.4         0.4           -         -            0.8          0.8            -           -
                                             40.4        38.7         1.7         4           78.1         76.9          1.2           2

Subsidies                                     6.5        17.4      (10.9)      (63)           13.1         34.8       (21.7)        (62)
Network access                               24.9        31.1       (6.2)      (20)           51.1         62.7       (11.6)        (19)
Other products and services                   3.9         3.1         0.8        26           10.1         11.6        (1.5)        (13)
Total operating revenues                    298.4       320.4      (22.0)       (7)          598.7        645.2       (46.5)         (7)

Operating Expenses
Cost of services and products
(exclusive of depreciation and
amortization)                               135.9       145.3       (9.4)  

(6) 271.8 289.3 (17.5) (6) Selling, general and administrative expenses

                                        75.5        69.0         6.5         9          148.8        135.9         12.9           9
Loss on impairment of assets held for
sale                                            -           -           -         -          126.5            -        126.5         100
Depreciation and amortization                72.5        76.1       (3.6)  

(5) 144.9 151.7 (6.8) (4) Total operating expenses

                    283.9       290.4       (6.5)   

(2) 692.0 576.9 115.1 20 Operating income

                14.5        30.0      (15.5)   

(52) (93.3) 68.3 (161.6) (237) Net interest expense

                      (30.2)      (45.4)      (15.2)   

(33) (59.7) (93.8) (34.1) (36) Loss on extinguishment of debt

                  -       (5.1)         5.1       100              -       (17.1)         17.1         100
Change in fair value of contingent
payment rights                                  -      (39.8)        39.8       100              -       (97.4)         97.4         100
Other income, net                            12.9        10.6         2.3        22           24.3         22.9          1.4           6
Income tax expense (benefit)                (1.3)         5.4       (6.7)     (124)         (11.6)          0.1       (11.7)    (11,700)
Net loss                                    (1.5)      (55.1)        53.6        97        (117.1)      (117.2)          0.1           0
Dividends on Series A preferred stock         9.8           -         9.8       100           19.4            -         19.4         100
Net income attributable to
noncontrolling interest                       0.2         0.3       (0.1)      (33)            0.3          0.3            -           -
Net loss attributable to common
shareholders                             $ (11.5)    $ (55.4)    $   43.9  

79 $(136.8) $(117.5) $(19.3) (16)

Adjusted EBITDA (1)                      $  107.5    $  126.7    $ (19.2)  

(15)% $214.7 $253.3 $(38.6) (15)%

(1) A non-GAAP measure. See the “Non-GAAP Measures” section below for more information.

    information and reconciliation to the most directly comparable GAAP measure.


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                            Key Operating Statistics

                                            As of June 30,
                               2022       2021       Change     % Change
Consumer customers            505,614    535,070    (29,456)         (6) %

Fiber Gig+ capable            103,455     77,521      25,934          33
DSL/Copper                    277,758    315,959    (38,201)        (12)
Consumer data connections     381,213    393,480    (12,267)         (3)

Consumer voice connections    306,458    352,835    (46,377)        (13)
Video connections              55,225     70,795    (15,570)        (22)


Operating Revenues

Consumer

Broadband Services

Broadband services include revenues from residential customers for subscriptions
to our VoIP and data products.  We offer high-speed Internet access at speeds of
up to 2 Gbps, depending on the network facilities that are available, the level
of service selected and the location.  Our VoIP digital phone service is also
available in certain markets as an alternative to the traditional telephone
line.

Broadband services revenues decreased $0.4 million and $0.3 million during the
quarter and six months ended June 30, 2022, respectively, compared to the same
periods in 2021. Excluding the sale of COCC, broadband services revenues
increased $0.3 million and $0.9 million during the quarter and six months ended
June 30, 2022, respectively, despite a decrease in data connections of 3%,
primarily as a result of price increases as well as growth in fiber Internet
services.

Voice Services

We offer several different basic local phone service packages and long-distance
calling plans, including unlimited flat-rate calling plans. The plans include
options for voicemail and other custom calling features such as caller ID, call
forwarding and call waiting. Voice services revenues decreased $3.6 million and
$6.5 million during the quarter and six months ended June 30, 2022,
respectively, compared to the same periods in 2021 primarily due to a 14%
decline in access lines.  The number of local access lines in service directly
affects the recurring revenues we generate from end users and continues to be
impacted by the industry-wide decline in access lines.  We expect to continue to
experience erosion in voice connections due to competition from alternative
technologies.

Video Services

Depending on geographic market availability, our video services range from
limited basic service to advanced digital television, which includes several
plans, each with hundreds of local, national and music channels including
premium and Pay-Per-View channels as well as video On-Demand service.  Certain
customers may also subscribe to our advanced video services, which consist of
high-definition television, digital video recorders ("DVR") and/or a whole home
DVR.  Our video subscribers can also watch their favorite shows, movies and
livestreams on any device.  In addition, we offer other in-demand streaming TV
services, which provide endless entertainment options.

Video services revenues decreased $2.5 million and $4.9 million during the
quarter and six months ended June 30, 2022, respectively, compared to the same
periods in 2021 primarily due to a 25% decrease in connections as consumers are
choosing to subscribe to alternative video services such as over-the-top
streaming services.

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Commercial

Data Services

We provide a variety of business communication services to business customers of
all sizes, including voice and data services over our advanced fiber
network. The services we offer include scalable high-speed broadband Internet
access and VoIP phone services, which range from basic service plans to virtual
hosted systems.  In addition to Internet and VoIP services, we also offer a
variety of commercial data connectivity services in select markets including
Ethernet services; private line data services; software defined wide area
network ("SD-WAN") and multi-protocol label switching. Our networking services
include point-to-point and multi-point deployments from 2.5 Mbps to 10 Gbps to
accommodate the growth patterns of our business customers. We offer a suite of
cloud-based services, which includes a hosted unified communications solution
that replaces the customer's on-site phone systems and data networks, managed
network security services and data protection services.  Data center and
disaster recovery solutions provide a reliable and local colocation option for
commercial customers.

Data services revenues increased $0.2 million and $1.1 million during the
quarter and six months ended June 30, 2022, respectively, compared to the same
periods in 2021 primarily due to continued growth in dedicated Internet access
and SD-WAN services.

Voice Services
Voice services include basic local phone and long-distance service packages for
business customers. The plans include options for voicemail, conference calling,
linking multiple office locations and other custom calling features such as
caller ID, call forwarding, speed dialing and call waiting.  Services can be
charged at a fixed monthly rate, a measured rate or can be bundled with selected
services at a discounted rate.  Voice services revenues decreased $3.3 million
and $6.8 million during the quarter and six months ended June 30, 2022,
respectively, compared to the same periods in 2021 primarily due to a 10%
decline in access lines as commercial customers are increasingly choosing
alternative technologies and the broad range of features that Internet based
voice services can offer.

Other

Other services include business equipment sales and related hardware and
maintenance support, video services and other miscellaneous revenues, including
911 service revenues.  Other services revenues increased $2.2 million and $4.5
million during the quarter and six months ended June 30, 2022, respectively,
compared to the same periods in 2021 primarily due to an increase in business
systems and custom construction revenues.

Carrier

Data and transport services


We provide high-speed fiber data transmission services to regional and national
interexchange and wireless carriers including Ethernet, cellular backhaul, dark
fiber and colocation services.  Data services revenues increased $2.4 million
and $2.6 million during the quarter and six months ended June 30, 2022,
respectively, compared to the same periods in 2021 primarily due to an increase
in dark fiber revenue as a result of a new IRU agreement entered into during the
quarter ended June 30, 2022.  Growth in Ethernet services was offset in part by
a decline in cellular backhaul as a result of price compression and a reduction
in pricing of recent contract renewals with our wireless backhaul partners.

Voice services

We provide basic local phone service packages with customized features for
resell by wholesale customers.  The plans include options for voicemail,
conference calling, linking multiple office locations and other custom calling
features.  Voice services revenues decreased $0.7 million and $1.4 million
during the quarter and six months ended June 30, 2022, respectively, compared to
the same periods in 2021 as customers continue to choose alternative technology
solutions.

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Other

Revenue from other services includes revenue from conduits and other asset rental revenue as well as other miscellaneous revenue. Other services revenue was flat in the quarter and six months ended June 30, 2022 compared to the same periods in 2021.

Subsidies


Subsidies consist of both federal and state subsidies, which are designed to
promote widely available, quality broadband services at affordable prices with
higher data speeds in rural areas.  Subsidies revenues decreased $10.9 million
and $21.7 million during the quarter and six months ended June 30, 2022,
respectively, compared to the same periods in 2021 primarily due to a reduction
in federal subsidies support.  In 2020, the FCC adopted an order establishing
the Rural Digital Opportunity Fund ("RDOF"), which resulted in a reduction in
our annual support of approximately $42.2 million as of January 1, 2022.  See
the "Regulatory Matters" section below for a further discussion of the subsidies
we receive.

Network Access Services
Network access services include interstate and intrastate switched access,
network special access and end user access. Switched access revenues include
access services to other communications carriers to terminate or originate
long-distance calls on our network. Special access circuits provide dedicated
lines and trunks to business customers and interexchange carriers.  Network
access services revenues decreased $6.2 million and $11.6 million during the
quarter and six months ended June 30, 2022, respectively, compared to the same
periods in 2021 primarily due to a decrease in the Federal Universal Service
Fund Contribution Factor during 2022 as well as the continuing decline in
interstate rates, minutes of use, voice connections and carrier circuits.

Other products and services


Other products and services include revenues from telephone directory
publishing, video advertising, billing and support services and other
miscellaneous revenues. We have entered into numerous Public Private Partnership
agreements with several towns in New Hampshire to build new FTTP Internet
networks.  The new town networks provide broadband speeds of up to 1 Gbps to
residential and commercial customers. Public Private Partnerships are a key
component of Consolidated's commitment to expand rural broadband access.

Other products and services revenues increased $0.8 million and decreased $1.5
million during the quarter and six months ended June 30, 2022, respectively,
compared to the same periods in 2021 primarily due to the recognition of Public
Private Partnership construction projects during 2022 and 2021.

Functionnary costs

Cost of services and products


Cost of services and products decreased $9.4 million and $17.5 million during
the quarter and six months ended June 30, 2022, respectively, compared to the
same periods in 2021. Video programming costs decreased as a result of a 22%
decline in video connections. In addition, required contributions to the Federal
Universal Service Fund ("USF") decreased in 2022 as a result of a reduction in
the annual funding rate.  Access expense decreased related to fiber costs for
the Public Private Partnership agreements, as described above. In addition,
during the quarter ended June 30, 2021, we incurred access charges of $3.4
million related to the early termination of a contract obligation for fixed
wireless services.

Selling, general and administrative expenses

Selling, general and administrative costs increased $6.5 million and $12.9
million during the quarter and six months ended June 30, 2022, respectively,
compared to the same periods in 2021. Advertising expense increased from
additional advertising to promote our new fiber broadband speeds. Employee labor
costs and noncash stock compensation expense also increased from the prior year
period. Property and real estate taxes also increased primarily due to refunds
and settlements received in 2021.

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Depreciation and amortization


Depreciation and amortization expense decreased $3.6 million and $6.8 million
during the quarter and six months ended June 30, 2022, respectively, compared to
the same periods in 2021 primarily due to a decline in amortization expense for
customer relationships, which are amortized under the accelerated method.
Depreciation expense also declined due to the sale of the Ohio assets and the
classification of the Kansas City assets as held for sale in the first quarter
of 2022. These declines in depreciation and amortization expense were offset in
part by ongoing capital expenditures related to success-based capital projects
for consumer and commercial services as well as the fiber network expansion and
customer service improvements.

Reclassifications


Certain amounts in our 2021 condensed consolidated financial statements have
been reclassified to conform to the 2022 presentation, which consisted primarily
of the reclassification to report commercial and carrier revenues separately.
The change in the classification of these revenues had no impact to total
operating revenues as previously reported.

Regulatory issues


Our revenues are subject to broad federal and/or state regulations, which
include such telecommunications services as local telephone service, network
access service and toll service.  The telecommunications industry is subject to
extensive federal, state and local regulation. Under the Telecommunications Act
of 1996, federal and state regulators share responsibility for implementing and
enforcing statutes and regulations designed to encourage competition and to
preserve and advance widely available, quality telephone service at affordable
prices.

At the federal level, the FCC generally exercises jurisdiction over facilities
and services of local exchange carriers, such as our rural telephone companies,
to the extent they are used to provide, originate or terminate interstate or
international communications. The FCC has the authority to condition, modify,
cancel, terminate or revoke our operating authority for failure to comply with
applicable federal laws or FCC rules, regulations and policies. Fines or
penalties also may be imposed for any of these violations.

State regulatory commissions generally exercise jurisdiction over carriers'
facilities and services to the extent they are used to provide, originate or
terminate intrastate communications. In particular, state regulatory agencies
have substantial oversight over interconnection and network access by
competitors of our rural telephone companies. In addition, municipalities and
other local government agencies regulate the public rights-of-way necessary to
install and operate networks. State regulators can sanction our rural telephone
companies or revoke our certifications if we violate relevant laws or
regulations.

FCC Questions


In general, telecommunications service in rural areas is costlier to provide
than service in urban areas. The lower customer density means that switching and
other facilities serve fewer customers and loops are typically longer, requiring
greater expenditures per customer to build and maintain. By supporting the
high-cost of operations in rural markets, USF subsidies promote widely
available, quality telephone service at affordable prices in rural areas.

Our annual support through the FCC's Connect America Fund ("CAF") Phase II
funding was $48.1 million through 2021.  The specific obligations associated
with CAF Phase II funding included the obligation to serve approximately 124,500
locations by December 31, 2020 (with interim milestones of 40%, 60% and 80%
completion by December 2017, 2018 and 2019, respectively); to provide broadband
service with speeds of 10 Mbps downstream and 1 Mbps upstream; to achieve
latency of less than 100 milliseconds; to provide data of at least 100 gigabytes
per month; and to offer pricing reasonably comparable to pricing in urban
areas. The Company met the buildout milestones and performance metrics
requirements for 2017 through 2020 for all states where it received funding.

In April 2019, the FCC announced plans for the RDOF, the next phase of the CAF
program. The RDOF is a $20.4 billion fund to bring speeds of 25 Mbps downstream
and 3 Mbps upstream to unserved and underserved areas of America. The

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FCC issued a Notice of Proposed Rulemaking at their August 2019 Open Commission
Meeting. The order prioritizes terrestrial broadband as a bridge to rural 5G
networks by providing a significant weight advantage to traditional broadband
providers. Funding will occur in two phases with the first phase auctioning
$16.0 billion and the second phase auctioning $4.4 billion, each to be
distributed over 10 years. The minimum speed required to receive funding is
25 Mbps downstream and 3 Mbps upstream. CAF Phase II funding was extended
through December 31, 2021 for price cap holding companies. The FCC issued the
final census block groups with locations and reserve price. We filed the RDOF
short form application on July 14, 2020 and were listed as a qualified bidder by
the FCC on October 13, 2020 and participated in the auction. The auction began
on October 29, 2020 and ended on November 24, 2020. Consolidated won 246 census
block groups serving in seven states. The bids we won are at the 1 Gbps
downstream and 500 Mbps upstream speed tier to approximately 27,000 locations at
an annual funding level of $5.9 million, which resulted in a reduction of
approximately $42.2 million in annual support as of January 1, 2022 through
December 31, 2031. Consolidated filed its long form application with supporting
documents on January 29, 2021 and received final FCC approval on December 14,
2021. Consolidated began receiving RDOF funding in January 2022.

The annual FCC price cap filing was made on June 16, 2021 and became effective
on July 1, 2021.  The net impact is a decrease of approximately $3.3 million in
network access and CAF ICC support funding for the July 2021 through June 2022
tariff period.

State Matters

Texas

The Texas Universal Service Fund ("TUSF") is administered by the National
Exchange Carrier Association ("NECA").  The Texas Public Utilities Regulatory
Act directs the Public Utilities Commission of Texas ("PUCT") to adopt and
enforce rules requiring local exchange carriers to contribute to a state
universal service fund that helps telecommunications providers offer basic local
telecommunications service at reasonable rates in high-cost rural areas.  The
TUSF is also used to reimburse telecommunications providers for revenues lost by
providing lifeline service.  Our Texas rural telephone companies receive
disbursements from this fund.

Our Texas incumbent local exchange carriers (“ILECs”) have historically received support from two state funds, the Small and Rural Incumbent Local Exchange Carrier Plan High Cost Funds (“HCF”) and the High Cost Relief Fund (“HCAF”).

 In December 2020, the PUCT announced a TUSF funding shortfall and would be
reducing all funded carriers support by 64% beginning January 15, 2021.  The
Texas Telephone Association ("TTA"), which Consolidated is a member, and the
Texas Statewide Telephone Cooperative, Inc. ("TSTCI"), filed a lawsuit seeking
to overturn the PUCT decision as well as a temporary injunction on the funding
reduction.  On June 7, 2021, the court ruled in favor of the PUCT.  The TTA and
TSTCI filed a notice to appeal on July 2, 2021.  We filed our brief on September
18, 2021, along with a Motion to Expedite.  The motion to expedite was granted.
 On June 30, 2022, the Third Court of Appeals in Austin ruled in favor of the
rural phone companies requiring the state to increase the state surcharge to
fully fund the TUSF and reimburse rural phone companies for the shortfall.  The
state has 45 days from the ruling date to decide whether to appeal the decision.
The potential impact is a reduction in support of approximately $4.0 million
annually.

Funding the US Bailout Act


President Biden signed the American Rescue Plan Act of 2021 ("ARPA") on March
11, 2021.  States have been allocated federal funds to be utilized for capital
infrastructure, including broadband deployment, and are in various stages of
implementation.  We are working with the states and municipalities to
participate in this broadband grant program.

COVID-19[feminine]


On March 13, 2020, the FCC issued a pledge to Keep America Connected through May
13, 2020, which was later extended to June 30, 2020.  The pledge asked all
communications providers to not terminate service to any residential or small
business customers because of their inability to pay their bills due to the
disruptions caused by the coronavirus pandemic; to waive any late fees that any
residential or small business customers incur because of their economic
circumstances related to the coronavirus pandemic; and to open their Wi-Fi
hotspots to any American who needs them.  Consolidated

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signed on to the pledge through June 30, 2020. Several states took the FCC
pledge a step further by not allowing any carrier to disconnect service within
their state during the Governors' declared state of emergency, which
Consolidated also supported.  Most state moratoriums on disconnections have
expired; however, certain states such as Washington and New York were extended
to July 31, 2021 and December 31, 2021, respectively.

In February 2021, the FCC created the Emergency Broadband Benefit Program
("EBB"), a temporary program to help low income households stay connected during
the COVID-19 pandemic by providing broadband service discounts for eligible
households. Consolidated is a participant in this program. The EBB ended
December 31, 2021.  EBB recipients fully enrolled as of December 31, 2021
automatically continued to receive their current monthly benefit until March 1,
2022 when the Affordable Connectivity Program took its place.

Affordable Connectivity Program


The Affordable Connectivity Program ("ACP") is a permanent broadband
affordability program set up to replace the EBB. The ACP program helps ensure
that households can afford the broadband access they need for work, school,
healthcare and more. The benefit provides a discount of up to $30 per month
toward internet service for eligible households and up to $75 per month for
households on qualifying Tribal lands. Eligible households can also receive a
one-time discount of up to $100 to purchase a laptop, desktop computer, or
tablet from participating providers if they contribute more than $10 and less
than $50 toward the purchase price. The ACP is limited to one monthly service
discount and one device discount per household. The program began funding March
1, 2022.  Consolidated is participating in this program.

Investment in infrastructure and employment law


The Infrastructure Investment and Jobs Act (the "Infrastructure Act") passed on
June 30, 2021 included $65.0 billion toward broadband.  The broadband internet
portion of the Infrastructure Act is aimed at increasing internet coverage for
more universal access, including for rural, low-income, and tribal communities.

65% of this funding is earmarked specifically for underserved communities. Additionally, this measure is designed to help make Internet access more affordable and increase digital literacy.

The Infrastructure Act set aside $42.5 billion for Broadband Equity, Access and
Deployment grants. The National Telecommunications and Information
Administration administers the grant program and is in the process of soliciting
comments before issuing final rules.



Other Regulatory Matters

We are also subject to a number of regulatory proceedings occurring at the
federal and state levels that may have a material impact on our operations. The
FCC and state commissions have authority to issue rules and regulations related
to our business. A number of proceedings are pending or anticipated that are
related to such telecommunications issues as competition, interconnection,
access charges, ICC, broadband deployment, consumer protection and universal
service reform. Some proceedings may authorize new services to compete with our
existing services. Proceedings that relate to our cable television operations
include rulemakings on set top boxes, carriage of programming, industry
consolidation and ways to promote additional competition. There are various
on-going legal challenges to the scope or validity of FCC orders that have been
issued. As a result, it is not yet possible to fully determine the impact of the
related FCC rules and regulations on our operations.

Non-operating items

Interest expense, net

Interest expense, net of interest income, decreased $15.2 million and $34.1
million during the quarter and six months ended June 30, 2022, respectively,
compared to the same periods in 2021. During the quarter and six months ended
June 30, 2021, we recognized interest expense, including amortized costs, of
$10.9 million and $21.1 million, respectively, on the Note issued to Searchlight
as part of the investment agreement entered into in October 2020. The Note was
converted into perpetual preferred stock in conjunction with the closing of the
second stage of the Searchlight investment in December

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2021. In addition, the maturity of an interest rate swap agreement in July 2021
reduced interest expense $2.7 million and $5.4 million during the quarter and
six months ended June 30, 2022, respectively, as compared to 2021. Interest
expense on our outstanding term loan also decreased during the six months ended
June 30, 2022 due a reduction in the annual interest rate as part of the
refinancing of our credit agreement in April 2021, as described in the
"Liquidity and Capital Resources" section below.

Loss on extinguishment of debt


As described in the "Liquidity and Capital Resources" section below, we incurred
a loss on the extinguishment of debt of $12.0 million in connection with the
repayment of $397.0 million of outstanding term loans under our credit agreement
during the six months ended June 30, 2021.  In addition, we recognized a loss of
$5.1 million on the extinguishment of debt during the quarter and six-month
period ended June 30, 2021 related to the refinancing of our credit agreement in
April 2021.

Change in fair value of contingent payment rights


We were required to measure our contingent payment rights at fair value until
they were converted into shares of the Company's common stock. During the
quarter and six months ended June 30, 2021, we recognized a loss of $39.8
million and $97.4 million, respectively, on the increase in the fair value of
the contingent payment right issued to Searchlight.

Other income

Other income increased $2.3 million and $1.4 million during the quarter and six
months ended June 30, 2022, respectively, compared to the same periods in 2021.
During the quarter and six months ended June 30, 2021, we recognized a loss of
$3.6 million on the disposition of wireless spectrum licenses. Pension and
post-retirement expense also decreased $0.3 million and $0.7 million,
respectively. See Note 13 to the condensed consolidated financial statements for
a more detailed discussion regarding our pension and post-retirement plans.

However, investment income declined $1.5 million and $2.8 million during the quarter and half-year ended June 30, 2022respectively, of our wireless partnership interests.

Income taxes


Income taxes decreased $6.7 million and $11.7 million during the quarter and six
months ended June 30, 2022, respectively, compared to the same periods in 2021.
Our effective tax rate was 45.8% and (10.9)% for the quarters ended June 30,
2022 and 2021, respectively, and 9.0% and (0.1)% for the six-month periods ended
June 30, 2022 and 2021, respectively. On March 2, 2022, we entered into a
definitive agreement to sell substantially all the assets of our Kansas City
operations.  As a result, we recorded a decrease of $0.5 million and an increase
of $19.6 million to our current tax expense for the quarter and six months ended
June 30, 2022, respectively, related to the $83.7 million impairment loss of
noncash goodwill that is not deductible for tax purposes.  The transaction to
sell substantially all of the assets of our non-core, rural ILEC business
located in Ohio closed on January 31, 2022.  As a result, we recorded a decrease
of $0.1 million and an increase of $3.7 million to our current tax expense for
the quarter and six months ended June 30, 2022, respectively, related to $16.3
million of noncash goodwill included in the sale that is not deductible for tax
purposes. The Company does not consider these sales transactions and related
goodwill adjustments unusual or infrequent and therefore the corresponding tax
impact is recorded through continuing operations. In addition, the investment
made by Searchlight in 2020 is treated as a contribution of equity for federal
tax purposes. Accordingly, the impact of the non-cash PIK interest expense,
discount and issuance costs, and fair value adjustments on the CPR are not
recognized for federal income tax purposes, resulting in an increase to our
current tax expense of $20.0 million and $32.2 million for the quarter and six
months ended June 30, 2021, respectively. For the quarter and six months ended
June 30, 2021, the Company utilized the discrete effective tax rate method, as
allowed by Accounting Standards Codification ("ASC") 740-270-30-18, "Income
Taxes - Interim Reporting," to calculate its interim income tax provision. The
Company applied the discrete method, at that time, because the application of
the estimated annual effective tax rate method (i) was not reliable due to the
high degree of uncertainty in estimating annual pretax earnings and (ii) would
result in small changes to the projected ordinary annual income causing
significant changes in the estimated annual effective rate. Exclusive of the
discrete effective tax rate method and permanent income tax impact related to
the Kansas City, Ohio and Searchlight transactions, our effective tax rate for
the quarters ended June 30, 2022 and 2021 would have been approximately 23.8%
and 24.6%, respectively, and approximately 27.1% and 24.5% for the six months
ended June 30, 2022 and 2021, respectively. The effective tax rate

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differed from the federal and state statutory rates primarily due to permanent
income tax differences related to the Kansas City, Ohio, and Searchlight
transactions, recurring permanent tax differences, and differences in allocable
income for the Company's state tax filings.

Non-GAAP Measures

In addition to the results reported in accordance with US GAAP, we also use
certain non-GAAP measures such as EBITDA and adjusted EBITDA to evaluate
operating performance and to facilitate the comparison of our historical results
and trends. These financial measures are not measures of financial performance
under US GAAP and should not be considered in isolation or as a substitute for
net income as a measure of performance and net cash provided by operating
activities as a measure of liquidity. They are not, on their own, necessarily
indicative of cash available to fund cash needs as determined in accordance with
GAAP. The calculation of these non-GAAP measures may not be comparable to
similarly titled measures used by other companies. Reconciliations of these
non-GAAP measures to the most directly comparable financial measures presented
in accordance with GAAP are provided below.

EBITDA is defined as net earnings before interest expense, income taxes and
depreciation and amortization.  Adjusted EBITDA is comprised of EBITDA, adjusted
for certain items as permitted or required under our credit facility as
described in the reconciliations below.  These measures are a common measure of
operating performance in the telecommunications industry and are useful, with
other data, as a means to evaluate our ability to fund our estimated uses of
cash.

The following table is a reconciliation of net income (loss) to adjusted EBITDA for the three and six months ended June 30, 2022 and 2021:

                                                 Quarter Ended              Six Months Ended
                                                   June 30,                     June 30,
(In thousands, unaudited)                     2022          2021          2022           2021
Net loss                                    $ (1,512)    $ (55,089)    $ (117,061)    $ (117,172)
Add (subtract):
Interest expense, net of interest income       30,156        45,431         59,671         93,846
Income tax expense (benefit)                  (1,275)         5,413       (11,578)            113
Depreciation and amortization                  72,543        76,079       
144,893        151,690
EBITDA                                         99,912        71,834         75,925        128,477

Adjustments to EBITDA:
Other, net (1)                                (6,541)       (5,233)       (12,263)       (15,642)
Investment distributions (2)                   11,329        12,656         19,545         22,033
Loss on extinguishment of debt                      -         5,121              -         17,101
Loss on impairment                                  -             -        126,490              -
Change in fair value of contingent
payment rights                                      -        39,826              -         97,414
Non-cash, stock-based compensation              2,833         2,493        
 5,032          3,943
Adjusted EBITDA                             $ 107,533    $  126,697    $   214,729    $   253,326

Includes results in equity from our investments, dividend income, income (1) attributable to non-controlling interests in subsidiaries, acquisitions and

transaction-related costs, including onboarding and severance, non-cash

retirement and post-retirement benefits and certain other miscellaneous items.

Includes all cash dividends and other cash distributions received from our

investments. On August 1, 2022we have reached an agreement to sell our

investment in five wireless partnerships, which will eliminate future cash

the distributions of these investments following the completion of the (2) sale. For completed quarters June 30, 2022 and 2021 we received money

distributions of $11.3 million and $12.6 millionrespectively, from these

wireless partnerships. For the six months ended June 30, 2022we received

cash distributions of $19.5 million and $22.0 millionrespectively, of

    these wireless partnerships.


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Cash and capital resources

Perspectives and overview


Our operating requirements have historically been funded from cash flows
generated from our business and borrowings under our credit facilities. We
expect that our future operating requirements will continue to be funded from
cash flows from operating activities, existing cash and cash equivalents and, if
needed, borrowings under our revolving credit facility and our ability to obtain
future external financing.  We anticipate that we will continue to use a
substantial portion of our cash flow to fund capital expenditures for our
accelerated fiber network expansion and growth plan and invest in future
business opportunities.

The following table summarizes our cash flows:


                                         Six Months Ended June 30,
(In thousands)                              2022            2021
Cash flows provided by (used in):
Operating activities                   $      141,505    $   185,831
Investing activities                        (218,483)      (283,876)
Financing activities                          (4,638)        141,798

Change in cash and cash equivalents $(81,616) $43,753

Cash flow generated by operating activities


Net cash provided by operating activities was $141.5 million during the
six-month period ended June 30, 2022, a decrease of $44.3 million compared to
the same period in 2021. Cash flows provided by operating activities decreased
in part due to a decline in earnings as a result of a decrease in operating
revenue. The decline is also as a result of changes in working capital and the
timing of expenditures. Cash distributions received from our wireless
partnerships also decreased $2.5 million in 2022. These reductions in cash
provided by operating activities were offset in part by a decrease in cash paid
for interest of $3.8 million in 2022 compared to 2021.

Cash flows used in investing activities


Net cash used in investing activities was $218.5 million during the six-month
period ended June 30, 2022 and consisted primarily of cash used for capital
expenditures, the purchase and maturity of short-term investments and proceeds
received from business dispositions.

Capital expenditures continue to be our primary recurring investing activity and
were $332.9 million and $195.2 million during the six-month periods ended June
30, 2022 and 2021, respectively. Capital expenditures for 2022 are expected to
be $565.0 million to $585.0 million, which will be used for our planned fiber
projects and broadband network expansion, which will include the upgrade in 2022
of approximately 400,000 fiber passings, and to support success-based capital
projects for commercial, carrier and consumer initiatives. This is an increase
from our previous outlook of $475.0 million to $495.0 million to reflect
additional planned expenditures associated with our fiber expansion plan and an
increase in costs related to inflationary pressures. We expect to continue to
invest in the enhancement and expansion of our fiber network in order to retain
and acquire more customers through a broader set of products and an expanded
network footprint.

During the six months ended June 30, 2022, we received proceeds from the
maturity and sale of investments of $126.6 million, which was offset in part by
the purchase of $40.0 million in short-term investments consisting primarily of
held-to-maturity debt securities with original maturities of three to twelve
months. During the six months ended June 30, 2021, we purchased $90.0 million in
short-term investments.


In the six months ended June 30, 2022we completed the sale of substantially all of the assets of CCOC, our non-core rural ILEC business located in Ohiofor cash proceeds of $26.0 million.


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Cash flows used in financing activities

Net cash used in financing activities consists primarily of the proceeds and principal repayments of our long-term borrowings.

long-term debt

credit agreement


On October 2, 2020, the Company, through certain of its wholly-owned
subsidiaries, entered into a Credit Agreement with various financial
institutions (as amended, the "Credit Agreement") to replace the Company's
previous credit agreement in its entirety.  The Credit Agreement consisted of
term loans in an original aggregate amount of $1,250.0 million (the "Initial
Term Loans") and a revolving loan facility of $250.0 million.  The Credit
Agreement also includes an incremental loan facility which provides the ability
to borrow, subject to certain terms and conditions, incremental loans in an
aggregate amount of up to the greater of (a) $300.0 million plus (b) an amount
which would not cause its senior secured leverage ratio not to exceed 3.70:1.00
(the "Incremental Facility"). Borrowings under the Credit Agreement are secured
by substantially all of the assets of the Company and its subsidiaries, subject
to certain exceptions.

The Initial Term Loans were issued in an original aggregate principal amount of
$1,250.0 million with a maturity date of October 2, 2027 and contained an
original issuance discount of 1.5% or $18.8 million, which is being amortized
over the term of the loan.  Prior to amendments to the Credit Agreement, as
described below, the Initial Term Loans required quarterly principal payments of
$3.1 million, which commenced December 31, 2020, and bore interest at a rate of
4.75% plus the London Interbank Offered Rate ("LIBOR") subject to a 1.00% LIBOR
floor.

On January 15, 2021, the Company entered into Amendment No. 1 to the Credit
Agreement in which we borrowed an additional $150.0 million aggregate principal
amount of incremental term loans (the "Incremental Term Loans"). The Incremental
Term Loans have terms and conditions identical to the Initial Term Loans
including the same maturity date and interest rate. The Initial Term Loans and
Incremental Term Loans, collectively (the "Term Loans"), comprise a single class
of term loans under the Credit Agreement.

On March 18, 2021, the Company repaid $397.0 million of the outstanding Term
Loans with the net proceeds received from the issuance of $400.0 million
aggregate principal amount of 5.00% senior secured notes due 2028 (the "5.00%
Senior Notes"), as described below.  The repayment of the Term Loans was applied
to the remaining principal payments in direct order of maturity, thereby
eliminating the required quarterly principal payments through the remaining term
of the loan.  In connection with the repayment of the Term Loans, we recognized
a loss on extinguishment of debt of $12.0 million during the six months ended
June 30, 2021.

On April 5, 2021, the Company, entered into a second amendment to the Credit
Agreement (the "Second Amendment") to refinance the outstanding Term Loans of
$999.9 million. The terms and conditions of the Credit Agreement remain
substantially similar and unchanged except with respect to the interest rate
applicable to the Term Loans and certain other provisions.  As a result of the
Second Amendment, the interest rate of the Term Loans was reduced to 3.50% plus
LIBOR subject to a 0.75% LIBOR floor. The maturity date of the Term Loans of
October 2, 2027 remained unchanged. In connection with entering into the Second
Amendment, we recognized a loss of $5.1 million on the extinguishment of debt
during the quarter and six months ended June 30, 2021.

The revolving credit facility has a maturity date of October 2, 2025 and an
applicable margin (at our election) of 4.00% for LIBOR-based borrowings or 3.00%
for alternate base rate borrowings, with a 0.25% reduction in each case if the
consolidated first lien leverage ratio, as defined in the Credit Agreement, does
not exceed 3.20 to 1.00.  At June 30, 2022 and December 31, 2021, there were no
borrowings outstanding under the revolving credit facility. Stand-by letters of
credit of $25.1 million were outstanding under our revolving credit facility as
of June 30, 2022.  The stand-by letters of credit are renewable annually and
reduce the borrowing availability under the revolving credit facility.  As of
June 30, 2022, $224.9 million was available for borrowing under the revolving
credit facility.

The weighted average interest rate on outstanding borrowings under our credit facility was 5.19% and 4.25% at June 30, 2022 and December 31, 2021, respectively. Interest is payable at least quarterly.


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Compliance with the terms of the credit agreement

The Credit Agreement contains various provisions and covenants, including, among
other items, restrictions on the ability to pay dividends, incur additional
indebtedness, and issue certain capital stock.  We have agreed to maintain
certain financial ratios, including a maximum consolidated first lien leverage
ratio, as defined in the Credit Agreement.  Among other things, it will be an
event of default, with respect to the revolving credit facility only, if our
consolidated first lien leverage ratio as of the end of any fiscal quarter is
greater than 5.85:1.00. As of June 30, 2022, our consolidated first lien
leverage ratio under the Credit Agreement was 4.40:1.00.  As of June 30, 2022,
we were in compliance with the Credit Agreement covenants.

Senior Notes


On October 2, 2020, we completed an offering of $750.0 million aggregate
principal amount of 6.50% unsubordinated secured notes due 2028 (the "6.50%
Senior Notes").  The 6.50% Senior Notes were priced at par and bear interest at
a rate of 6.50%, payable semi-annually on April 1 and October 1 of each year,
beginning on April 1, 2021.  The 6.50% Senior Notes mature on October 1, 2028.

On March 18, 2021, we issued $400.0 million aggregate principal amount 5.00%
Senior Notes, together with the 6.50% Senior Notes (the "Senior Notes").  The
5.00% Senior Notes were priced at par and bear interest at a rate of 5.00% per
year, payable semi-annually on April 1 and October 1 of each year, beginning on
October 1, 2021.  The 5.00% Senior Notes mature on October 1, 2028. The net
proceeds from the issuance of the 5.00% Senior Notes were used to repay $397.0
million of the Term Loans outstanding under the Credit Agreement.

The Senior Notes are unsubordinated secured obligations of the Company, secured
by a first priority lien on the collateral that secures the Company's
obligations under the Credit Agreement. The Senior Notes are fully and
unconditionally guaranteed on a first priority secured basis by the Company and
the majority of our wholly-owned subsidiaries. The offerings of the Senior Notes
have not been registered under the Securities Act of 1933, as amended or any
state securities laws.

Compliance with the covenants of the Senior Notes

Subject to certain exceptions and qualifications, the indentures governing the
Senior Notes contains customary covenants that, among other things, limits the
Company and its restricted subsidiaries' ability to: incur additional debt or
issue certain preferred stock; pay dividends or make other distributions on
capital stock or prepay subordinated indebtedness; purchase or redeem any equity
interests; make investments; create liens; sell assets; enter into agreements
that restrict dividends or other payments by restricted subsidiaries;
consolidate, merge or transfer all or substantially all of its assets; engage in
transactions with its affiliates; or enter into any sale and leaseback
transactions.  The indentures also contain customary events of default.  As of
June 30, 2022, the Company was in compliance with all terms, conditions and
covenants under the indentures governing the Senior Notes.

Finance leases


We lease certain facilities and equipment under various finance leases which
expire between 2022 and 2040.  As of June 30, 2022, the present value of the
minimum remaining lease commitments was approximately $28.1 million, of which
$9.5 million was due and payable within the next twelve months. The leases
require total remaining rental payments of $30.9 million as of June 30, 2022.

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Adequacy of cash resources

The following table presents selected information regarding our financial condition.


                                                        June 30,      December 31,
(In thousands, except for ratio)                          2022            

2021

Cash and cash equivalents and short-term investments    $  43,024    $      210,436
Working capital                                            19,585           142,270
Current ratio                                                1.07              1.50


Our net working capital declined $122.7 million as of June 30, 2022 compared to
December 31, 2021. Cash, cash equivalents and short-term investments decreased
$167.4 million primarily as a result of capital expenditures for the fiber build
plan. Working capital was also reduced by an increase in accounts payable of
$17.8 million at June 30, 2022 related to the timing of expenditures.  However,
working capital included net assets classified as held for sale of $91.1 million
at June 30, 2022 related to the pending sale of substantially all of the assets
of our Kansas City operations compared to net assets held for sale of $26.0
million at December 31, 2021 for the ILEC business located in Ohio.

Our most significant use of funds for the remainder of 2022 is expected to be
for: (i) interest payments on our indebtedness of between $62.0 million and
$66.0 million; and (ii) capital expenditures of between $228.0 million and
$248.0 million.  The recent refinancing of our capital structure combined with
the Searchlight investment provides us the capital and financial flexibility to
fund our accelerated fiber network expansion and growth plans. In addition, on
August 1, 2022, we entered into a definitive agreement to sell our investment in
five wireless partnerships for an aggregate purchase price of $490.0 million.
The proceeds from the sale are expected to be used to support the fiber
expansion plan. In the future, our ability to use cash may be limited by our
other expected uses of cash and our ability to incur additional debt will be
limited by our existing and future debt agreements.

We are closely monitoring the continued impact on our business of the novel strain of coronavirus (“COVID-19”) and its variants. We are taking precautions to ensure the safety of our employees, customers and business partners, while ensuring business continuity and reliable service and support to our customers.

 While we have not seen a material adverse impact to our financial results from
COVID-19 to date, if the pandemic worsens or new variants of the virus become
more dominant and were to cause significant negative impacts to economic
conditions, our results of operations, financial condition and liquidity could
be materially and adversely impacted.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act") was enacted by the U.S. government as an emergency economic
stimulus package that includes spending and tax breaks to strengthen the US
economy and fund a nationwide effort to curtail the economic effects of
COVID-19.  The CARES Act included, among other things, deferral of certain
employer payroll tax payments.  In 2020, we deferred the payment of
approximately $12.0 million for the employer portion of Social Security taxes
otherwise due in 2020 with 50% due by December 31, 2021 and the remaining 50% by
December 31, 2022. The portion of the taxes deferred until 2021 were paid during
the third quarter of 2021.

We believe that cash flows from operating activities, together with our existing
cash and borrowings available under our revolving credit facility, will be
sufficient for at least the next twelve months to fund our current anticipated
uses of cash.  After that, our ability to fund expected uses of cash and to
comply with the financial covenants under our debt agreements will depend on the
results of future operations, performance and cash flow. Our ability to fund
expected uses from the results of future operations will be subject to
prevailing economic conditions and to financial, business, regulatory,
legislative and other factors, many of which are beyond our control. Due to the
uncertainty and unpredictability related to the potential impacts of the
COVID-19 pandemic on our business, we will continue to closely manage our cash
and monitor liquidity.

To the extent that our business plans or projections change or prove to be
inaccurate, we may require additional financing or require financing sooner than
we currently anticipate. Sources of additional financing may include commercial
bank borrowings, other strategic debt financing, sales of nonstrategic assets,
vendor financing or the private or public sales of equity and debt securities.

There can be no assurance that we will be able to generate sufficient operating cash flow in the future, that anticipated revenue growth will be realized or that future borrowings or equity issuances will be available.


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Contents


in amounts sufficient to provide adequate sources of cash to fund our expected
uses of cash. Failure to obtain adequate financing, if necessary, could require
us to significantly reduce our operations or level of capital expenditures which
could have a material adverse effect on our financial condition and the results
of operations.  In addition, the COVID-19 pandemic has caused a disruption in
the capital markets, which could make obtaining additional financing more
difficult and we may not be able to obtain financing on favorable terms or at
all.

We may be unable to access the cash flows of our subsidiaries since certain of
our subsidiaries are parties to credit or other borrowing agreements, or are
subject to statutory or regulatory restrictions, that restrict the payment of
dividends or making intercompany loans and investments, and those subsidiaries
are likely to continue to be subject to such restrictions and prohibitions for
the foreseeable future.  In addition, future agreements that our subsidiaries
may enter into governing the terms of indebtedness may restrict our
subsidiaries' ability to pay dividends or advance cash in any other manner
to
us.

Surety Bonds

In the normal course of our business, we enter into surety bonds, performance bonds and similar bonds as required by certain jurisdictions in which we provide services.

From June 30, 2022we had about $6.6 million of these outstanding bonds.

Defined benefit pension plans


As required, we contribute to qualified defined pension plans and non-qualified
supplemental retirement plans (collectively the "Pension Plans") and other
post-retirement benefit plans, which provide retirement benefits to certain
eligible employees as described in the Note 13 to the Condensed Consolidated
Financial Statements, included in this report in Part I - Item 1 "Financial
Statements". Contributions are intended to provide for benefits attributed to
service to date. Our funding policy is to contribute annually an actuarially
determined amount consistent with applicable federal income tax regulations.

The cost to maintain our Pension Plans and future funding requirements are
affected by several factors including the expected return on investment of the
assets held by the Pension Plans, changes in the discount rate used to calculate
pension expense and the amortization of unrecognized gains and losses. Returns
generated on the Pension Plans assets have historically funded a significant
portion of the benefits paid under the Pension Plans. We estimate the long-term
rate of return on assets will be 6.00%.  The Pension Plans invest in marketable
equity securities which are exposed to changes in the financial markets.
COVID-19 has also impacted the financial markets, which could significantly
impact the returns on our plan assets.  If the financial markets experience a
sustained downturn and returns fall below our estimate, we could be required to
make material contributions to the Pension Plans, which could adversely affect
our cash flows from operations.

In 2022, we expect to make contributions totaling approximately $10.0 million to
our Pension Plans and $8.2 million to our other post-retirement benefit plans.
As of June 30, 2022, we have contributed $9.9 million and $3.3 million to our
Pension Plans and our other post-retirement benefit plans, respectively. Our
contribution amounts meet the minimum funding requirements as set forth in
employee benefit and tax laws. We elected to participate in ARPA beginning with
the 2021 plan year.  ARPA, which was signed into law in March 2021, included
changes to the employer funding requirements and is designed to reduce the
amounts of required contributions as a relief. During 2021 and the six months
ended June 30, 2022, we elected to fund our pension contributions at the
pre-ARPA levels, which has created a pre-funded balance. We expect that for the
remainder of 2022 and 2023, no additional pension contributions will be required
as we have now adopted the ARPA minimum required contributions and will use our
current pre-funded balance to satisfy those minimum contribution requirements.

Income taxes


The timing of cash payments for income taxes, which is governed by the Internal
Revenue Service and other taxing jurisdictions, will differ from the timing of
recording tax expense and deferred income taxes, which are reported in
accordance with GAAP. For example, tax laws in effect regarding accelerated or
"bonus" depreciation for tax reporting resulted in less cash payments than the
GAAP tax expense. Acceleration of tax deductions could eventually result in
situations where cash payments will exceed GAAP tax expense.

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  Table of Contents

Regulatory Matters
In 2020, the FCC adopted an order establishing the RDOF, the next phase of the
CAF program, which resulted in a reduction of approximately $42.2 million in the
annual support we receive as of January 1, 2022 through December 31, 2031.

Critical accounting estimates

Our condensed consolidated financial statements and accompanying notes are
prepared in accordance with US GAAP. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses. These estimates and assumptions are
affected by management's application of accounting policies. Our judgments are
based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making estimates about the carrying values of assets and liabilities
that are not readily apparent from other sources. For a full discussion of our
accounting estimates and assumptions that we have identified as critical in the
preparation of our condensed consolidated financial statements, refer to our
2021 Annual Report on Form 10-K filed with the SEC.

Recent accounting pronouncements


For information regarding the impact of certain recent accounting
pronouncements, see Note 1 "Summary of Significant Accounting Policies" to the
Condensed Consolidated Financial Statements, included in this report in Part I -
Item 1 "Financial Statements".

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