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): January 18, 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

Donald R. Shassian, Chief Financial Officer of Citizens Communications Company (the “Company”), will be reviewing certain materials concerning the Company with investors from time to time, commencing the week of January 21, 2008 in Dublin, Ireland, London, England and Edinburgh, Scotland. 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 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Presentation to Investors.

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: January 18, 2008	By:	/s/ Robert J. Larson
		Robert J. Larson Senior Vice President and Chief Accounting Officer

3

EX-99.1

Citizens Communications

Donald R. Shassian

Chief Financial Officer

January, 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 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 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 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 utilizing our Federal and state net operating loss carry forwards and AMT tax

credit

carry

forwards

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; 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. 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 and 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 2007.

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.

Our Values:

Frontier 3 Ps

People

Product

Profit

Our Mission:

5

Our Management Team

Position:

Officer Since:

Officer:

Sr. Vice President, General Manager -

New Business

Operations

10/2007

Melinda White

Sr. Vice President, Human Resources

02/2006

Cecilia K.

McKenney

Sr. Vice President, General Counsel, Secretary

07/2005

Hilary E. Glassman

Exec. Vice President -

Sales, Marketing and Business

Development

02/2005

Peter B. Hayes

Chief Operating Officer, Executive Vice President

01/2002

Daniel J. McCarthy

Chief Financial Officer

04/2006

Donald R. Shassian

Chairman of the Board, Chief Executive Officer, President

11/2004

Maggie Wilderotter

6

What You Can Expect From Us

Provide a Unique Customer Experience

Annual Growth in Customer Revenue

Innovative Marketing

New Products

Consistently Strong EBITDA Margins

Efficient Execution of Our Operating Strategy

“Competitively

Fit”

–

Lean

&

Flexible

Shareholder Friendly Actions

Sustainable, Consistent Dividend

Share Repurchases

7

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

8

Great

Assets

Diverse

Geographic

Mix

Rural Footprint (17 Lines / Sq Mile)

Mature Cable VOIP Competition (57% of Our Footprint)

Diverse Revenue Base (24 States / 282

counties)

Limited Exposure to Overheated Housing Markets

Reliable,

Robust

Networks

Diverse, High Capacity Data Backbone

12,060 Route Miles / Avg. 65% Utilized

Extensive HSI Availability

89% Availability

(1Mb-89% / 3Mb-72% / 6Mb-48% / 20Mb-15%)

9

Great Assets

Efficient Operating Structure

Centralized Common Support Functions

Consolidation of Billing Systems

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

10

A Unique Customer Experience

Big Company Advantages, Small Company Feel

Local Manager Structure Cultivates Local Relationships

“Peace

of

Mind”

Experience

Full HSI Installations

PC Data Back up and Restore

PC Assistance and 24 hour Technical Support

PC Tune up  / Disk Service Cleanup

Wireless Network Diagnostic and Repair

Printer Setup and Troubleshooting

MP3 / iPod setup and training

Security/Virus Scans and Clean up

Exceptional Service Levels

24 hour Customer Service and Unique Welcome Process

Technician / Customer Interface

Broad Spectrum of Products & Services

CRM Launched; Additional Initiatives Underway

11

A Unique Customer

Experience

Maintaining Stable Base of Secure

Customers in Light of Increasing

Competitive Pressures

6% Compounded Annual Growth

in Customer ARPU (’04-’07)

$100M in Revenue from New

Products¹

(’05–’07)

69% of Residential HSI on PPP

1,000

1,200

1,400

1,600

1,800

2,000

2,200

2,400

2,600

2004

2005

2006

2007

$50.00

$52.00

$54.00

$56.00

$58.00

$60.00

$62.00

$64.00

$66.00

Access Lines (in 000s)

Customer ARPU (a)

(a) Excludes Commonwealth Telephone

1

New product revenues are primarily made up of High Speed Internet, Unlimited Statewide & Nationwide Long Distance Plans, Feature Bundles, Video,

Internet Portal, and Wireless Data.

12

Integrating New Properties

Clearly Established Acquisition Criteria

Commonwealth Telephone

Global Valley Networks

Proven Integration Process Provides

Confidence in Achieving Synergy Targets

Commonwealth Integration

7% Growth in Average Revenue Per Line

36% Growth in HSI Subscribers

>95% of New HSI Adds on Price Protection Plans

Revised Expense Synergy Target of $40M

$21M in Annual Synergies Realized as of 9/30/07

13

“Best –

In –

Class”

Results

Consistent Ability to Grow Customer Revenue

22 New Products Rolled Out in past 3 years

$100 Million in New Revenue

Industry Leading EBITDA Margins

55.2%

(1)

-

For the Nine Months Ending September, 2007

Strong, Stable Free Cash Flow Generation

Exceptional Customer Satisfaction

(1)

EBITDA, as adjusted, excludes severance and early retirement costs, and management succession and strategic alternatives

expenses. For a detailed definition of EBITDA, refer to page 17.

14

Focus on Shareholder Value

Shareholder Friendly Actions

Consistent, Sustainable Dividend

Annual Share Buybacks

Stable Ratings Outlook

Solid Balance Sheet

Investment Grade Debt Covenants

No Debt Refinancing Needed Until 2011

15

Selected Financial Metrics

$1,711

$2,025

$2,017

$2,022

Revenue

9 Months

$423

$561

$543

$503

Free Cash Flow

(4)

$203

$269

$259

$264

CAPEX

$1,345

$1,597

$1,584

$1,564

Customer

Revenue

(1)

-

% of Revenue

-

% of Revenue

EBITDA

Margin

%

(3)

HSI Penetration

-

%-age

Growth

(2)

($ in Millions)

24.7%

27.7%

26.9%

24.9%

11.9%

13.3%

12.8%

13.1%

55.2%

55.7%

55.3%

54.5%

20.2%

18.5%

14.2%

9.4%

0.8%

0.8%

1.3%

1.5%

2007

2006

2005

2004

(1)

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

(2)

% Growth for the 9 Months of 2007 excludes $135.5M of revenue from Commonwealth in 2007 and is calculated versus the same period for 2006

(3)

EBITDA, as adjusted, excludes severance and early retirement costs, and management succession and strategic alternatives expenses. For a

detailed definition of EBITDA, refer to page 17.

(4)

Free cash flow for all years includes ELI.  For a detailed definition of free cash flow, refer to page 18.

16

Appendix

Reconciliation of Non-GAAP financial measures

17

Reconciliation of Non-GAAP Financial

Measures

($ in 000's)

2004

2005

2006

2007

EBITDA (Operating Cash Flow)

Operating Income

460,301

$              

588,968

$          

644,490

$          

530,525

$                      

Add back:

    Depreciation and amortization

549,381

520,204

476,487

400,700

EBITDA (Operating Cash Flow), as reported

1,009,682

$           

1,109,172

$       

1,120,977

$       

931,225

$                      

Add back:

    Severance and early retirement costs

1,182

6,981

7,193

13,874

    Management succession and strategic alternatives expenses

90,632

-

-

-

EBITDA (Operating Cash Flow), as adjusted

1,101,496

$           

1,116,153

$       

1,128,170

$       

945,099

$                      

Revenue

2,022,378

$           

2,017,041

$       

2,025,367

$       

1,710,787

$                    

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

54.5%

55.3%

55.7%

55.2%

For the nine months

ended September 30,

For the years ended December 31,

18

Reconciliation of Non-GAAP Financial

Measures

For the nine months

ended September 30,

($ in 000's)

2004

2005

2006

2007

Net Income Available to Common Shareholders

to Free Cash Flow

Net income available to common shareholders

72,150

$            

202,375

$          

344,555

$          

155,641

$                      

Add back:

    Depreciation and amortization

549,381

520,204

476,487

400,700

    Income tax expense

4,247

75,270

136,479

97,785

    Management succession and strategic alternatives expenses

90,632

-

-

-

    Stock based compensation

10,963

8,427

10,340

7,809

Subtract:

   Cash paid (refunded) for income taxes

(4,901)

4,711

5,365

53,670

   Investment and other income (loss), net of interest income

(34,242)

(2,111)

60,872

(17,088)

(a)

   Capital expenditures

263,949

259,448

268,806

202,641

   Gain on sale of discontinued operations

-

1,167

71,635

-

Free cash flow

502,567

$          

543,061

$          

561,183

$          

422,712

$                      

Revenue

2,022,378

$       

2,017,041

$       

2,025,367

$       

1,710,787

$                   

Free cash flow as % of Revenue

24.9%

26.9%

27.7%

24.7%

For the years ended December 31,

(a)

Includes premium paid on debt repurchase in second quarter.