8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuantto Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (date of earliest event reported): December 4, 2006

Citizens Communications Company 

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdictionof 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):

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

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

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

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

Item 8.01         Other Events

In an investor presentation made on December 4, 2006 (the “Investor Presentation”), Citizens Communications Company (the “Company”) reported free cash flow of $447.9 million and a dividend payout ratio as a percentage of free cash flow of 54.3% for the nine months ended September 30, 2006. In the Company’s third quarter 2006 earnings release and related schedules (the “Earnings Release”), the Company reported free cash flow of $429.4 million and a dividend payout ratio of 56.6% for the same period. The Investor Presentation measures include the results of operations of Electric Lightwave, LLC, a subsidiary of the Company that was sold on July 31, 2006. Including the results of ELI, free cash flow for the three months ended September 30, 2006 was $132.7 million, a 4.4% increase from the comparable 2005 period, as compared to the $127.6 million and 3.0% increase reported in the Earnings Release. The Company’s free cash flow guidance for 2006 of between $500.0 million and $525.0 million assumed that ELI’s results through the closing of the sale would be included. A reconciliation of free cash flow to the most comparable financial measure calculated and presented in accordance with GAAP is included in the Investor Presentation. The schedule to the Earnings Release excluded ELI results from the calculation of free cash flow for all periods presented.

A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Form 8-K and 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 9.01         Financial Statements and Exhibits

   (d)         Exhibits.

   99.1  Investor Presentation dated December 4, 2006.

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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:  December 4, 2006	By:	/s/ Robert J. Larson_____________
		Robert J. Larson Senior Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Item 9.01. Investor Presentation dated December 4, 2006.

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EX-99.1

Exhibit 99.1

Bank of America Credit Conference Donald R. Shassian December 4, 2006 Chief Financial Officer

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: Our ability to complete the acquisition of Commonwealth, to successfully integrate their operations and to realize the synergies from the acquisition; Our ability to refinance the bridge loan that will be used to finance the cash portion of the merger consideration with long-term debt; Changes in the number of our revenue generating units, which consists of access lines plus high-speed internet subscribers; The effects of competition from wireless, other wireline carriers (through voice over internet protocol (VOIP) or otherwise), high-speed cable modems and cable telephony; 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 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 changes in regulation in the communications industry as a result of federal and state legislation and regulation, including potential changes in access charges and subsidy payments, and regulatory network upgrade and reliability requirements; Our ability to comply with federal and state regulation (including state rate of return limitations on our earnings) and our ability to successfully renegotiate state regulatory plans as they expire or come up for renewal from time to time; Our ability to manage our operations, operating expenses and capital expenditures, to pay dividends and to reduce or refinance our debt; Adverse changes 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 more price competition and 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 expiring union contracts covering approximately 945 employees that are scheduled to expire during the remainder of 2006; Our ability to pay a $1.00 per common share dividend annually 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 any future liabilities or compliance costs in connection with worker health and safety matters; The effects of any unfavorable outcome with respect to any of our current or future legal, governmental, or regulatory proceedings, audits or disputes; and The effects of more general factors, including changes in economic, business and industry conditions. In addition, we may be unable to implement some of our current business initiatives if we fail to recognize the benefits we expect to receive from certain transactions. 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This material is not a substitute for the prospectus/proxy statement Citizens Communications Company and Commonwealth Telephone Enterprises, Inc. have filed with the Securities and Exchange Commission. Investors are urged to read the prospectus/proxy statement, which contains important information, including detailed risk factors, and any amendments thereto when they become available. The prospectus/proxy statement and other documents which have been filed by Citizens Communications Company and Commonwealth Telephone Enterprises, Inc. with the Securities and Exchange Commission are or will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to Citizens Communications Company, 3 High Ridge Park, Stamford, CT 06905, Attention: Investor Relations; or to Commonwealth Telephone Enterprises, Inc., 100 CTE Drive, Dallas, Pennsylvania 18612, Attention: Investor Relations. The final prospectus/proxy statement will be mailed to shareholders of Commonwealth Telephone Enterprises, Inc.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Citizens Communications Company and Commonwealth Telephone Enterprises, Inc., and certain of their respective directors, executive officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed merger between Commonwealth Telephone Enterprises, Inc. and a wholly owned subsidiary of Citizens Communications Company. Information about the directors and executive officers of Citizens Communications Company is set forth in the proxy statement for Citizens Communications Company’s 2006 annual meeting of stockholders. Information about the directors and executive officers of Commonwealth Telephone Enterprises, Inc. is set forth in the proxy statement for Commonwealth Telephone Enterprises, Inc.’s 2006 annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants in the proposed merger by reading the prospectus/proxy statement and any amendments thereto when they become available

 

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Non-GAAP Financial Measures

The company uses certain non-GAAP financial measures in evaluating its performance. These include EBITDA (earnings before interest, taxes, depreciation and amortization) and free cash flow. A reconciliation of the differences between EBITDA and free cash flow and the most comparable financial measure 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, as the company defines it, 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.

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 from such 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 to be filed with the U.S. Securities and Exchange Commission.

 

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Agenda 1. Background 2. Key Investment Highlights 3. Financial Information 4. Appendix

1. Background

Citizens’ Mission BE THE LEADER IN PROVIDING COMMUNICATIONS SERVICES TO RESIDENTIAL AND BUSINESS CUSTOMERS IN OUR MARKETS

Citizens’ Strategies Profitably Grow Total Revenues Improve Customer Satisfaction/Loyalty Manage Our Cost Structure Be First to Market with Proven Products Attract and Retain Great Employees

Our Operations Rochester, NY AL AZ AR CA CO CT DE DC FL GA ID IL IN IA KS KY LA ME MA MI MN MS MO MT NE NV NH NJ NM NY NC ND MP OH OK OR PA RI SC SD TN TX UT VA WA WV WI Citizens Operations - Sept 30, 2006 States 23 Access lines 2,133,000 HSI Customers 363,000 Employees 5,600 CZN square miles 134,268 Access lines per sq mile 16 WESTERN REGION CENTRAL REGION EASTERN REGION ROCHESTER REGION

2. Key Investment Highlights

Key Investment Highlights 1. Strong Competitive Position First to market with triple play in majority of our footprint Rational cable competition; fragmented in many rural areas Limited to moderate wireless substitution 2. Management Team Delivers Results Demonstrated revenue growth Strong high speed internet and enhanced features penetration Disciplined cost structure and CAPEX spending 3. Demonstrated Ability to Deliver and Sell Products & Services 85% of households high-speed internet capable Strong penetration of LD, HSI, enhanced features and bundles Several new products introduced EchoStar - Ask.COM ESPN360 - Wireless Modems Wireless Broadband

Key Investment Highlights 4. Proven Ability to Integrate New Properties Frontier (2001: 1.1M access lines) GTE (2000: 334,500 access lines) 5. Commonwealth Telephone Enterprises (CTE) Approval and integration processes well under way 6. Focused on Shareholder Value 42.6% total return to shareholders since 4/1/04 Dividend payout ratio 54.3% for first nine months of 2006 64.1% in 2005 Dividend yield approximately 7.1% 18.8M shares repurchased in 2005 2006 announced $300M share repurchase ($135.2M already completed) $150M debt repayment beyond normal maturities Note: Dividend yield based on stock price as of close of business on 11/29/06

1. Strong Competitive Position Cable Rational/Fragmented cable competition Lower priority markets for MSOs Rural cable experiencing significant pressure from satellite Wireless Lower quality wireless coverage in rural, low density areas Disconnect data suggests moderate line substitution Actively addressing minutes substitution through unlimited LD offerings

Strong Competitive Position Competitive Footprint - Level of Competition Rochester Region AL AZ AR CA CO CT DE DC FL GA ID IL IN IA KS KY LA ME MH MD MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VA WA WV WI Competition Levels Low Medium High Regions West Central East

2. Management Team Delivers Results Strong P&L management and accountability Results-based compensation 10% - 100% of base salary Tight management on capital spending program Established by local operators Projects > $100,000 must be approved by corporate Monthly, biweekly and daily review of selling and service successes

Management Team Delivers Results (continued) Strong Financial Discipline Yields Strong Results Revenue (excluding ELI and in millions) $2,500 $2,269 $2,022 $2,017 $1,521 $2,000 $1,500 $1,000 $500 $0 2003 2004 2005 9 months 2006 EBITDA (excluding ELI and in millions) $1,200 $1,109 $1,010 $1,109 $846 $1,000 $800 $600 $400 $200 $0 2003 2004 2005 9 months 2006 Free Cash Flow (in millions) $600 $498 $489 $528 $448 $500 $400 $300 $200 $100 $0 2003 2004 2005 9 months 2006 Note: Consolidated FCF defined as net income plus D&A plus taxes plus stock based compensation less cash taxes less investment and other income less cumulative effect of accounting change less capital expenditures.

Management Team Delivers Results (continued) Predictable and Stable Revenue Base (excluding ELI) Quarterly Revenue (in millions) $600 $502 $496 $501 $517 $507 $507 $507 $500 $400 $300 $200 $100 $0 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006

Management Team Delivers Results (continued) Stable Revenue Base: Managing Access Line Losses via Growth in Key Products ILEC average monthly revenue per line $71.43 $72.99 $77.66 Other Directory Data Other Directory Data Other Directory Data LD LD LD Local Local Local Access Access Access Q3'04 Q3'05 Q3'06 Predictable and stable revenue profile Accelerating growth from key products Enhanced services and packages Data and internet Local and access provides stable revenue base despite environment ARPU has increased 8.7% Note: ‘Access’ includes Network access, Special access and Subsidies; ‘Other’ includes, Other LEC, Conferencing for 2004 and 2005, Cable, and Uncollectible revenue; Local includes local and enhanced revenue including Inside wire.

Management Team Delivers Results (continued) Operating Expenses per Average Access Line $60.00 $50.00 $48.09 $43.03 $40.00 $31.02 $40.00 $30.00 $20.00 $10.00 $0.00 2003 2004 2005 9 months 2006 Free Cash Flow per Average Access Line $25.00 $20.65 $20.78 $23.26 $20.59 $20.00 $15.00 $10.00 $5.00 $0.00 2003 2004 2005 9 months 2006 EBITDA as % of Revenue 60.0% 48.9% 49.9% 55.0% 55.6% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 2003 2004 2005 9 months 2006 Free Cash Flow as % of Revenue 30% 35% 22% 24% 26% 29% 25% 20% 15% 10% 5% 0% 2003 2004 2005 9 months 2006 Note: ELI has been excluded from the operating expenses and EBITDA charts.

Discipline in Capital Expenditures Annual Capital Expenditures (excluding ELI and in millions) $300 $275 $264 $259 $270 - $280 $250 $200 $150 $100 $50 $0 2003 2004 2005 2006 Guidance Success based CAPEX focused on opportunities and competition Disciplined process with emphasis on ROI 85% of access lines HSI capable Annual per access line $113.98 $112.15 $114.31 % of Revenue 12.1% 13.1% 12.9%

Free Cash Flow (in millions) $600 $498 $489 $528 $500 - $525 $500 $400 $300 $200 $100 $0 2003 2004 2005 2006 Guidance % of revenue 22% 24% 26% Note: Consolidated FCF defined as net income plus D&A plus taxes plus stock based compensation less cash taxes less investment and other income less cumulative effect of accounting change less capital expenditures.

3. Demonstrated Ability to Deliver and Sell Products & Services Market Strategies Add value to high-speed internet Customer service Integrated product offers One-to-one marketing Customers Expand distribution channels Community involvement Regionalized offerings Solidify Frontier Brand

Management Team Delivers Results (continued) 2004 Consumer Product Roadmap Local / LD/ Features Frontier High Speed internet

Management Team Delivers Results (continued) 2006 Consumer Product Roadmap Local / LD/ Features Dish / Satellite Frontier City Wide Wireless Data 3Q/4Q (2006) Co-Branded Portal with Ask Jeeves -Content / Search / Ad High Speed Internet With Wireless Modem 6Mb, 9Mb and 12Mb High Speed 3Q/4Q (2006) with Wireless Modem Portal premium content, wireless splash screens 3Q/4Q

Demonstrated Ability to Deliver and Sell Products & Services (continued) HSI penetration at September 30, 2006 17.0% of access lines 23.9% of residential households (excluding 2nd lines) Bundle penetration at September 30, 2006 23.1% of access lines Sales and Marketing National, regional and local campaigns Enhanced commission sales structure Alternative channels Products - Today Choices Bundles: Telephone, Internet Connections Bundles: Telephone, Television, Internet ESPN360 Frontier Secure Connections (featuring Computer Associates) Ask.Com co-branded portal (including Electronic Bill Payment and Presentment) 6MB and greater in various markets Wireless modem Wireless data Products - Future Enhanced portal features Wireless voice Enhanced video offerings

Demonstrated Ability to Deliver and Sell Products & Services (continued) Access Lines (in 000’s) 2,500 2,387 2,321 2,219 2,133 2,400 Units 2,300 2,200 2,100 2,000 2003 2004 2005 9 months 2006 High Speed Internet (in 000’s) 400 350 300 250 Units 200 150 120 212 311 363 100 50 0 2003 2004 2005 9 months 2006 RGUs (Access Lines plus HSI Units in 000’s) 2,700 2,600 2,507 2,533 2,530 2,496 2,500 2,400 2,300 2003 2004 2005 9 months 2006 Packages (in 000’s) 600 500 400 Units 284 358 442 492 300 200 100 0 2003 2004 2005 9 months 2006

Demonstrated Ability to Deliver and Sell Products & Services (continued) High Speed Internet Penetration 20.0% 15.0% 10.0% 6.0% 17.0% 5.0% 0.0% Q1'04 Q3'04 Q1'05 Q3'05 Q1'06 Q3'06 Packages Penetration 25.0% 20.0% 15.0% 13.6% 23.1% 10.0% 5.0% 0.0% Q2'04 Q3'04 Q4'04 Q1'05 Q2'05 Q3'05 Q4'05 Q1'06 Q2'06 Q3'06

4. Proven Ability to Integrate Properties Successfully integrated GTE and Frontier acquisitions Operating margins (55%) near highest in industry Capital expenditures (per access line and % revenue) near lowest in industry Platform established to integrate more properties

5. Commonwealth Telephone Enterprise (CTE) We entered into a definitive agreement to acquire Commonwealth Telephone Enterprises (CTE) on September 17, 2006. HSR, FCC and PA PUC filings September 29, 2006 HSR period expires with no comment October 6, 2006 Re-cast 2005 Form 10-K filed with SEC November 6, 2006 S-4 Registration Statement filed with SEC November 7, 2006 no SEC review CTE shareholder meeting Early 2007 PA PUC approval process November 2006 - ??? testimony rebuttal hearings FCC approval November 2006 - ??? Closing Mid - 2007

CTE Meets Our Acquisition Criteria Criteria Commentary Rural Profile Fragmented cable competition Attractive Demographics Income growth comparable to national averages Quality Assets Modern infrastructure with excellent quality of service Upside for Organic Growth Considerable upside opportunities Leverage Scale Economies ~ $30mm in annual cash savings Free Cash Flow Accretive Free cash flow accretive in first year Maintains Dividend Payout Profile Improves dividend payout ratio

Commonwealth - Pennsylvania Operations Sayre CTE Telephone Company Citizens Communications CTE "Edge-Out" CLEC Markets Pennsylvania Scranton Williamsport Wilkes-Barre Stroudsburg Bloomsburg Hazleton Harrisburg Reading Lancaster York CTE Operations - Sept 30, 2006 States 1 Access lines 451,182 HSI customers 41,099 Employees 1,130 ILEC square miles 5,000 Primary ILEC lines/ sq mile 52

Market Strategies for Commonwealth Territory Rebrand entire operations to Frontier Single brand, increased visibility Provide customer-focused revenue generating solutions Continue to drive product penetration Focus on the efficiency and value of bundled service offerings Introduce customer contracts Introduce enhanced value-added products Ask.com co-branded portal Wireless modem ESPN 360 Frontier Secure Connections (featuring Computer Associates) Participate in national campaigns Market edge-out CLEC services

Targeted Synergies for Commonwealth Transaction Corporate Expense Corporate overhead and support functions Other third-party costs Leverage Citizens Scale Across Operational Areas IT software licenses and contractors Third party processing fees (eg. payroll, etc.) Purchasing Annual Cash Savings ~$30 million Non-Cash Compensation Costs Annual Reduction ~$10mm One-Time Integration Costs One-Time ~($35)mm

Focused on Shareholder Value 2004 restructuring $2 special dividend Established $1 per share annual dividend Dividend yield approximately 7.1% Payout ratio of FCF 54.3% for the first nine months of 2006 64.1% in 2005 Dividend policy requires true discipline in evaluating acquisitions Common share repurchases 2005 = $250M or 18.8M shares 2006 plan = $300M ($135.2M accomplished thru 9/30/06) Note: Dividend yield based on stock price as of close of business on 11/29/06

Focused on Shareholder Value (continued) 60% Citizens S&P500 S&P Telecom Sevices Citizens: 42.6% 50% 40% S&P Telecom Services: 33.0% 30% S&P500: 21.8% 20% 10% 0% (10%) 4/2/2004 10/1/2004 4/1/2005 9/30/2005 3/31/2006 9/30/2006

3. Financial Information

Operating and Financial Strategy: Maximize Free Cash Flow Increase shareholder value by driving free cash flow Discipline in profitably growing revenues Discipline in expense management Discipline in capital expenditures Maintain solid balance sheet Prudent capital structure and leverage Strong liquidity Sustainability of dividend Maximize operational and financial flexibility

Summary Historical Financials Excluding ELI ($ in millions) 2003 2004 2005 9 months 2006 2006 Guidance Revenue $2,269 $2,022 $2,017 $1,521 EBITDA $1,109 $1,010 $1,109 $846 % margin 48.9% 49.9% 55.0% 55.6% CAPEX $275 $264 $259 $163 $270-$280 % revenues 12.1% 13.1% 12.9% 10.7% EBITDA - CAPEX $834 $746 $850 $683 FCF(1) $498 $489 $528 $448 $500-$525 FCF - Dividends $498 ($344) $190 $205 (1) Consolidated FCF defined as net income plus D&A plus taxes plus stock based compensation less cash taxes less investment and other income less cumulative effect of accounting change less capital expenditures.

Capitalization Table ($ in millions) 9/30/06 Liquidity: Cash 417 Revolver facilities 249 $666 Capitalization: Revolver ($249M available) 1 Long-term debt 3,985 Market value of equity1 4,515 Total capitalization $8,501 Key ratios: Net debt/LQA EBITDA 3.2 LQA EBITDA/interest expense 3.3 1Diluted market value of equity as of 9/30/06

Summary 1. Strong Competitive Position 2. Management Team Delivers Results 3. Demonstrated Ability to Deliver and Sell Products & Services 4. Proven Ability to Integrate New Properties 5. Commonwealth Telephone Enterprises (CTE) Approval and integration under way 6. Focused on Shareholder Value Stable and predictable cash flows Accelerating growth in key products Strong margins CAPEX supports new services and competition Annuity like free cash flow Sustainable excess free cash flow after dividends

4. Appendix

Reconciliation of Non-GAAP Financial Measures For the years ended December 31, For the nine months ended September 30, 2006 ($ in 000's) 2003 2004 2005 Net Income Available to Common Shareholders to EBITDA Net income available to common shareholders $187,852 $72,150 $202,375 $280,644 Add back: Interest expense 414,077 378,291 338,735 252,920 Depreciation and amortization 572,013 549,381 520,204 358,564 Income tax expense 34,839 4,247 75,270 112,903 Subtract: Investment and other income (loss), net (16,667) (20,699) 12,979 68,373 Income from discontinued operations  50,204 15,086 14,433 90,577 Cumulative effect of change in accounting principle 65,769 - - - EBITDA $1,109,475 $1,009,682 $1,109,172 $846,081

Reconciliation of Non-GAAP Financial Measures Reconciliation of Non-GAAP Financial Measures For the years ended December 31, For the nine months ended September 30, 2006 ($ in 000's) 2003 2004 2005 Net Income Available to Common Shareholders to Free Cash Flow Net income available to common shareholders $187,852 $72,150 $202,375 $280,644 Add back: Depreciation and amortization 572,013 549,381 520,204 358,564 Income tax expense 34,839 4,247 75,270 112,903 Management succession and strategic alternatives expenses - 90,632 - - Restricted stock based compensation 8,956 10,963 8,427 7,960 Loss on impairment 15,300 - - - Subtract: Cash paid (refunded) for income taxes (2,532) (4,901) 4,711 8,330 Investment and other income (loss), net (16,667) (20,699) 12,979 68,373 Cumulative effect of change in accounting principle 65,769 - - - Capital expenditures 274,697 263,949 259,448 163,356 Gain on sale of discontinued operations - - 1,167 72,079 Free cash flow $497,693 $489,024 $527,971 $447,933