8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 27, 2008

Citizens Communications Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-11001	06-0619596
(Commission File Number)	(IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut	06905
(Address of principal executive offices)	(Zip Code)

(203) 614-5600

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

¨ 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))

Item 7.01. Regulation FD Disclosure

Management of Citizens Communications Company (the “Company”), will be reviewing certain materials concerning the Company with investors from time to time, commencing May 28, 2008 at the Lehman Brothers Worldwide Wireless and Wireline Conference in New York, New York. A copy of the materials is attached hereto as Exhibit 99.1.

The information furnished in Item 7.01 of this Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

The information set forth in the press release issued by Citizens Communications Company on May 27, 2008, attached hereto as Exhibit 99.2, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Presentation to Investors.
99.2	Press Release of Citizens Communications Company issued May 27, 2008.

2

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.

		CITIZENS COMMUNICATIONS COMPANY
Date:	May 28, 2008	By:	/s/ Robert J. Larson
			Robert J. Larson
			Senior Vice President and Chief Accounting Officer

3

EX-99.1

Citizens Communications

2008

-

Investor

Presentation

Maggie

Wilderotter

–

Chairman

&

Chief

Executive

Officer

Don

Shassian

–

EVP

and

Chief

Financial

Officer

May 28, 2008

Exhibit 99.1

2

Safe Harbor Statement

This

presentation

contains

forward-looking

statements

that

are

made

pursuant

to

the

safe

harbor

provisions

of

The

Private

Securities

Litigation

Reform

Act

of

1995.

These

statements

are

made

on

the

basis

of

management's

views

and

assumptions

regarding

future

events

and

business

performance.

Words

such

as

“believe,”

“anticipate,”

“expect”

and

similar

expressions

are

intended

to

identify

forward-looking

statements.

Forward-looking

statements

(including

oral

representations)

involve

risks

and

uncertainties

that

may

cause

actual

results

to

differ

materially

from

any

future

results,

performance

or

achievements

expressed

or

implied

by

such

statements.

These

risks

and

uncertainties

are

based

on

a

number

of

factors,

including

but

not

limited

to:

reductions

in

the

number

of

our

access

lines

and

high-speed

internet

subscribers;

the

effects

of

competition

from

cable,

wireless

and

other

wireline

carriers

(through

voice

over

internet

protocol

(VOIP)

or

otherwise);

the

effects

of

greater

than

anticipated

competition

requiring

new

pricing,

marketing

strategies

or

new

product

offerings

and

the

risk

that

we

will

not

respond

on

a

timely

or

profitable

basis;

the

effects

of

general

and

local

economic,

business,

industry

and

employment

conditions

on

our

revenues;

our

ability

to

effectively

manage

service

quality;

our

ability

to

successfully

introduce

new

product

offerings,

including

our

ability

to

offer

bundled

service

packages

on

terms

that

are

both

profitable

to

us

and

attractive

to

our

customers;

our

ability

to

sell

enhanced

and

data

services

in

order

to

offset

ongoing

declines

in

revenue

from

local

services,

switched

access

services

and

subsidies;

changes

in

accounting

policies

or

practices

adopted

voluntarily

or

as

required

by

generally

accepted

accounting

principles

or

regulators;

the

effects

of

ongoing

changes

in

the

regulation

of

the

communications

industry

as

a

result

of

federal

and

state

legislation

and

regulation,

including

potential

changes

in

state

rate

of

return

limitations

on

our

earnings,

access

charges

and

subsidy

payments,

and

regulatory

network

upgrade

and

reliability

requirements;

our

ability

to

effectively

manage

our

operations,

operating

expenses

and

capital

expenditures,

to

pay

dividends

and

to

reduce

or

refinance

our

debt;

adverse

changes

in

the

credit

markets

and/or

in

the

ratings

given

to

our

debt

securities

by

nationally

accredited

ratings

organizations,

which

could

limit

or

restrict

the

availability

and/or

increase

the

cost

of

financing;

the

effects

of

bankruptcies

in

the

telecommunications

industry,

which

could

result

in

potential

bad

debts;

the

effects

of

technological

changes

and

competition

on

our

capital

expenditures

and

product

and

service

offerings,

including

the

lack

of

assurance

that

our

ongoing

network

improvements

will

be

sufficient

to

meet

or

exceed

the

capabilities

and

quality

of

competing

networks;

the

effects

of

increased

medical,

retiree

and

pension

expenses

and

related

funding

requirements;

changes

in

income

tax

rates,

tax

laws,

regulations

or

rulings,

and/or

federal

or

state

tax

assessments;

the

effects

of

state

regulatory

cash

management

policies

on

our

ability

to

transfer

cash

among

our

subsidiaries

and

to

the

parent

company;

our

ability

to

successfully

renegotiate

union

contracts

expiring

in

2008

and

thereafter;

our

ability

to

pay

a

$1.00

per

common

share

dividend

annually,

which

may

be

affected

by

our

cash

flow

from

operations,

amount

of

capital

expenditures,

debt

service

requirements,

cash

paid

for

income

taxes

(which

will

increase

in

the

future)

and

our

liquidity;

the

effects

of

fully

utilizing

our

federal

net

operating

loss

carryforwards

and

alternative

minimum

tax

credit

carryforwards

that

were

generated

in

prior

years,

which

has

significantly

increased

our

cash

taxes

in

2007

and

will

continue

to

do

so

in

2008

and

2009;

the

effects

of

any

future

liabilities

or

compliance

costs

in

connection

with

worker

health

and

safety

matters;

and

the

effects

of

any

unfavorable

outcome

with

respect

to

any

of

our

current

or

future

legal,

governmental,

or

regulatory

proceedings,

audits

or

disputes.

These

and

other

uncertainties

related

to

our

business

are

described

in

greater

detail

in

our

filings

with

the

Securities

and

Exchange

Commission,

including

our

reports

on

Forms

10-K

and

10-Q.

We

undertake

no

obligation

to

publicly

update

or

revise

any

forward-looking

statement

or

to

make

any

other

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise

unless

required

to

do

so

by

securities

laws

3

Non-GAAP Financial Measures

The

Company

uses

certain

non-GAAP

financial

measures

in

evaluating

its

performance.

These

include

free

cash

flow

and

EBITDA

or

“operating

cash

flow”

which

we

define

as

operating

income

plus

depreciation

and

amortization.

A

reconciliation

of

the

differences

between

EBITDA

and

free

cash

flow

and

the

most

comparable

financial

measures

calculated

and

presented

in

accordance

with

GAAP

is

included

in

the

tables

that

follow.

The

non-GAAP

financial

measures

are

by

definition

not

measures

of

financial

performance

under

generally

accepted

accounting

principles

and

are

not

alternatives

to

operating

income

or

net

income

reflected

in

the

statement

of

operations

or

to

cash

flow

as

reflected

in

the

statement

of

cash

flows

and

are

not

necessarily

indicative

of

cash

available

to

fund

all

cash

flow

needs.

The

non-GAAP

financial

measures

used

by

the

Company

may

not

be

comparable

to

similarly

titled

measures

of

other

companies. 

The

Company

believes

that

presentation

of

non-GAAP

financial

measures

provides

useful

information

to

investors

regarding

the

Company’s

financial

condition

and

results

of

operations

because

these

measures,

when

used

in

conjunction

with

related

GAAP

financial

measures,

(i)

together

provide

a

more

comprehensive

view

of

the

Company’s

core

operations

and

ability

to

generate

cash

flow,

(ii)

provide

investors

with

the

financial

analytical

framework

upon

which

management

bases

financial,

operational,

compensation

and

planning

decisions,

and

(iii)

presents

measurements

that

investors

and

rating

agencies

have

indicated

to

management

are

useful

to

them

in

assessing

the

Company

and

its

results

of

operations. 

Management

uses

these

non-GAAP

financial

measures

to

plan

and

measure

the

performance

of

its

core

operations,

and

its

divisions

measure

performance

and

report

to

management

based

upon

these

measures.

In

addition,

the

Company

believes

that

free

cash

flow

and

EBITDA,

as

the

Company

defines

them,

can

assist

in

comparing

performance

from

period

to

period,

without

taking

into

account

factors

affecting

cash

flow

reflected

in

the

statement

of

cash

flows,

including

changes

in

working

capital

and

the

timing

of

purchases

and

payments.

The

Company

has

shown

adjustments

to

its

financial

presentations

to

exclude

severance

and

early

retirement

costs

in

2004,

2005,

2006,

2007

and

the

first

quarter

of

2008,

a

pension

curtailment

gain

in

2007

and

management

succession

and

strategic

alternatives

expenses

in

2004

because

the

Company

believes

that

the

magnitude

of

such

costs

incurred

in

any

one

period

materially

exceeds

that

which

has

been

incurred

by

the

Company

in

any

other

period

during

2004

through

2008.

Management

uses

these

non-GAAP

financial

measures

to

(i)

assist

in

analyzing

the

Company’s

underlying

financial

performance

from

period

to

period,

(ii)

evaluate

the

financial

performance

of

its

business

units,

(iii)

analyze

and

evaluate

strategic

and

operational

decisions,

(iv)

establish

criteria

for

compensation

decisions,

and

(v)

assist

management

in

understanding

the

Company’s

ability

to

generate

cash

flow

and,

as

a

result,

to

plan

for

future

capital

and

operational

decisions.

Management

uses

these

non-GAAP

financial

measures

in

conjunction

with

related

GAAP

financial

measures.

The

Company

believes

that

the

non-GAAP

financial

measures

are

meaningful

and

useful

for

the

reasons

outlined

above.    

While

the

Company

utilizes

these

non-GAAP

financial

measures

in

managing

and

analyzing

its

business

and

financial

condition

and

believes

they

are

useful

to

management

and

to

investors

for

the

reasons

described

above,

these

non-GAAP

financial

measures

have

certain

shortcomings.

In

particular,

free

cash

flow

does

not

represent

the

residual

cash

flow

available

for

discretionary

expenditures,

since

items

such

as

debt

repayments

and

dividends

are

not

deducted

in

determining

such

measure.

EBITDA

has

similar

shortcomings

as

interest,

income

taxes,

capital

expenditures,

debt

repayments

and

dividends

are

not

deducted

in

determining

this

measure.

Management

compensates

for

the

shortcomings

of

these

measures

by

utilizing

them

in

conjunction

with

their

comparable

GAAP

financial

measures.

The

information

in

this

presentation

should

be

read

in

conjunction

with

the

financial

statements

and

footnotes

contained

in

our

documents

filed

with

the

U.S.

Securities

and

Exchange

Commission.

4

Our Mission & Values:

Our Mission:

Be the leader in providing communications services to residential and

business customers in our markets

Our Values:

Put the customer first

Keep our commitments; Be

accountable

Be ethical in all of our dealings

Be innovative; Practice continuous

improvement

Be active in our communities

Take the initiative

Use resources wisely

Do it right the first time

Be team players

Have a positive attitude

Treat one another with

respect

5

What You Can Expect From Us

Provide a Unique Customer Experience

Annual Growth in Customer Revenue

New Products and Innovative Marketing

Consistently Strong EBITDA Margins

Continuous Achievement of Cost Reduction Initiatives

Efficient Execution of Our Operating Strategy

“Competitively

Fit”

–

Lean

&

Flexible

Shareholder Friendly Actions

Sustainable, Consistent Dividend & Share Repurchases

6

Keys to Success

Great Assets

Unique Customer Experience

Proven Ability to Integrate New Properties

Consistent Delivery of “Best in Class”

Results

Focus on Shareholder Friendly Actions

7

Great Assets

Diverse Geographic Mix

Rural Footprint (17 Lines / Sq Mile)

Mature

Cable

VOIP

Competition

(58%

of

Our

Footprint

1

)

Diverse Revenue Base

24 States; 285

counties; 70 Local Market Clusters

Reliable, Robust Networks

Diverse, High Capacity Data Backbone

12,060 Route Miles / Avg. 65% Utilized

Extensive HSI Availability

87% Availability

(1Mb-87%

/

3Mb-63%

/

6Mb-41%

/

20Mb-14%)

2

Notes

1. As of 12/31/07

2. Based on Product Availability View as of 03/31/08

8

Great Assets (continued)

Efficient Operating Structure

Centralized Common Support Functions

Standardized Field Organizations

Flexible Work Rules

Dedicated and Experienced Workforce

Hiring and Retaining “Great Athletes”

Motivated, Results Oriented Culture

Innovative Solutions to Increase Workforce Efficiency

Work-at-Home Program

9

A Unique Customer Experience

Big Company Advantages, Small Company Feel,

Delivering A “Peace

of Mind”

Experience

Local Manager Structure Cultivates Local Relationships

State Call Center Queues

Full HSI Installations

Unique Welcome Process

PC Data Back up and Restoration

Value Bundles: Voice, Data, Video

Exceptional Service Levels

24 hour Customer Service; 2 Hour Appointment Windows;

Strong Secure Customer Index Results

10

A Unique Customer Experience (continued)

Broad Spectrum of Products & Services

Simple Double Play & Triple Play Bundles

Good, Better, Best Choices for Voice, Video, Data

Peace of Mind Product Suite

Directory Advertising

Wireless Data

Home Security Monitoring (Trial)

Innovative Marketing Programs

Multi-Year Price Protection Plans

Loyalty Programs

Aspirational Gifts

Community Connections

Take The Lead

11

Integrating New Properties

Well Positioned for Continued Industry Consolidation

Clearly Established Acquisition Criteria

Commonwealth Telephone

Global Valley Networks

Proven Integration Process Provides Confidence in

Achieving Synergy Targets

Commonwealth Integration

4.8%

Growth

in

Average

Customer

Revenue

Per

Line

1

26.2%

Growth

in

HSI

Subscribers

2

>95%

of

New

HSI

Adds

on

Price

Protection

Plans

3

Expense Synergy Target of $40M

$29M

in

Annual

Synergies

Realized

4

Notes

1.

Compares

Q1

2008

versus

Q1

2007

average

customer

revenue

per

line.

Q1

2007

is

ProForma

to

include

an

additional

2.25

months

of

CTE

and

the

sale

of

the

CTE

Equipment

Co.

Also

, access

line

counts

were

restated

to

conform

to

Citizens

reporting

methodology.

2. Compares ending units at 3/31/08 versus ending units as of 3/31/07

3. As

a

percentage

of

all

additions

made

post

acquisition

4. Represents

annual value of synergies released through 12/31/07

through

12/31/07

12

“Best -

in -

Class”

Results

Maintaining Stable Revenues and Margins

13

“Best

–

In

–

Class”

Results

(continued)

Consistent Growth in Customer Revenue

22 New Products Rolled Out in past 3 years

Approximately $100 Million in New Product Revenue

Industry Leading EBITDA Margins

54.2%

1

-

For the Quarter Ending March 31, 2008

Approximately $20 -

$25 Million of Incremental Annual

Expense Savings In Process for 2008/2009

Billing Systems Consolidation, LD Least Cost Routing, Work

Simplification, Benefits Savings, Network Management

Strong, Stable Free Cash Flow Generation

Exceptional Customer Satisfaction

Notes

1. For a detailed definition please refer to page 18.

14

Focus on Shareholder Value

Shareholder Friendly Actions

Consistent, Sustainable Dividend

Annual Share Buybacks

Among Highest % of Cash Returned to Shareholders

Solid Balance Sheet

Investment Grade Debt Covenants

No Debt Refinancing Needed Until 2011

15

Selected Financial Metrics

23.1%

$528

13.8%

$316

54.7%

21.5%

0.9%²

$1,809

$2,288

2007

30.4%

$173

8.4%

$48

54.2%

22.7%

(0.3%)

3

$461

$569

Q1 2008

$2,025

$2,017

$2,022

Revenue

$562

$544

$503

Free Cash Flow

5

$269

$259

$264

CAPEX

$1,597

$1,586

$1,565

Customer Revenue

1

-

% of Revenue

-

% of Revenue

EBITDA Margin %

4

HSI Penetration

-

% Growth

($ in Millions)

27.7%

27.0%

24.9%

13.3%   

12.8%

13.1%

55.7%

55.3%

54.5%

18.5%

14.2%

9.4%

0.7%

1.3%

1.5%

2006

2005

2004

Notes

1. Customer revenue is defined as total revenue less access services. Access services include switched network access and subsidies.

2. % Growth for 2007 excludes $196.4M of revenue from acquisitions in 2007.

3.

%

Growth

for

Q1

2008

comparesQ1

2008

results

versusQ1

2007

results

ProForma

for

an

additional

2.25

months

of

CTE,

the

acquisition

of

GVN

and

the

sale

of

the

CTE

Equipment

Co.

4. For a detailed definition please refer to page 18.

5. Free cash flow includes ELI for all years prior to its sale in July of 2006.  For a detailed definition of free cash flow, refer to page 19.

16

What You Can Expect From Us

Provide a Unique Customer Experience

Annual Growth in Customer Revenue

New Products and Innovative Marketing

Consistently Strong EBITDA Margins

Continuous Achievement of Cost Reduction Initiatives

Efficient Execution of Our Operating Strategy

“Competitively

Fit”

–

Lean

&

Flexible

Shareholder Friendly Actions

Sustainable, Consistent Dividend & Share Repurchases

17

Appendix

Reconciliation of Non-GAAP financial measures

18

Reconciliation of Non-GAAP Financial

Measures

($ in 000's)

2004

2005

2006

2007

Q1 2008

EBITDA (Operating Cash Flow)

Operating Income

460,301

$   

588,968

$   

644,490

$   

705,416

$   

164,312

$

Add back:

Depreciation and amortization

549,381

520,204

476,487

545,856

141,080

EBITDA (Operating Cash Flow), as reported

1,009,682

$

1,109,172

$

1,120,977

$

1,251,272

$

305,392

$

Add back:

Severance and early retirement costs

1,182

6,981

7,193

13,874

2,891

Pension Curtailment Gain (Non Cash)

-

-

-

(14,379)

-

Management succession and strategic alternatives expenses

90,632

-

-

-

-

EBITDA (Operating Cash Flow), as adjusted

1,101,496

$

1,116,153

$

1,128,170

$

1,250,767

$

308,283

$

Revenue

2,022,378

$

2,017,041

$

2,025,367

$

2,288,015

$

569,205

$

EBITDA (Operating Cash Flow), as adjusted as % of Revenue

54.5%

55.3%

55.7%

54.7%

54.2%

For the years ended December 31,

19

Reconciliation of Non-GAAP Financial

Measures

Notes

1. Includes premium paid on debt repurchase in second quarter.

($ in 000's)

2004

2005

2006

2007

Q1 2008

Net Income Available to Common Shareholders

to Free Cash Flow

Net income available to common shareholders

72,150

$      

202,375

$    

344,555

$    

214,654

$    

45,589

$  

Add back:

Depreciation and amortization

549,381

520,204

476,487

545,856

141,080

Income tax expense

4,247

75,270

136,479

128,014

26,628

Management succession and strategic alternatives expenses

90,632

-

-

-

-

Stock based compensation

10,963

8,427

10,340

9,022

3,019

Subtract:

Cash paid (refunded) for income taxes

(4,901)

4,711

5,365

54,407

1,859

Pension Curtailment Gain (Non-Cash)

-

-

-

14,379

-

Other

income

(loss),

net

(34,242)

(2,843)

60,271

(15,038)

(1)

(6,339)

Capital expenditures

263,949

259,448

268,806

315,793

47,986

Gain on sale of discontinued operations

-

1,167

71,635

-

-

Free cash flow

502,567

$    

543,793

$    

561,784

$    

528,005

$    

172,810

$

Revenue

2,022,378

$

2,017,041

$

2,025,367

$

2,288,015

$

569,205

$

Free cash flow as % of Revenue

24.9%

27.0%

27.7%

23.1%

30.4%

For the years ended December 31,

EX-99.2

Exhibit 99.2

Citizens Communications

3 High Ridge Park

Stamford, CT 06905

203.614.5600

www.czn.com

FOR IMMEDIATE RELEASE

Contact

David Whitehouse

Senior Vice President & Treasurer

203.614.5708

Citizens Communications Company to Participate in Analyst Conference

Stamford, Conn., May 27, 2008 — Citizens Communications Company (NYSE:CZN) is scheduled to participate in the upcoming Deutsche Bank Securities Media and Telecom Conference in New York, New York. Citizens is scheduled to present Monday, June 9, 2008, at 8:30 a.m. Eastern Daylight Savings Time. The scheduled presenter is David Whitehouse, Senior Vice President and Treasurer.

Deutsche Bank Securities will be providing an audio-webcast of the Citizens Communications Company presentation, which will be available for the live event as well for replay, via CCBN’s StreetEvents service at the following URL:

http://conferences.db.com/americas/media08

The webcast replay will be available within 24 hours of the conclusion of the live event and will expire on August 27, 2008.

About Citizens Communications

Citizens Communications Company (NYSE: CZN) operates under the brand name of Frontier and offers telephone, television and Internet services in 24 states. More information is available at www.czn.com and www.frontieronline.com

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