United States Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2003
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or
--
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from _____ to ____
Commission file number 001-11 001
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Citizens 401(k) Savings Plan
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(Full title of the Plan)
Citizens Communications Company
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3 High Ridge Park
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P.O. Box 3801
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Stamford, CT 06905
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(Name of issuer of the securities held
pursuant to the Plan and the address
of its principal executive offices)
Citizens 401(k) Savings Plan
Financial Statements and Supplemental Schedules
December 31, 2003 and 2002
(With Report of Independent Registered Public Accounting Firm Thereon)
CITIZENS 401(k) SAVINGS PLAN
Table of Contents
Page
----
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits - December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2003 3
Notes to Financial Statements 4-11
Supplemental Schedules:*
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2003 12
Signature 13
Consent of Independent Registered Public Accounting Firm 14
* Schedules required by Form 5500 that are not applicable
have not been included
Report of Independent Registered Public Accounting Firm
To Citizens Communications Company,
The Plan Administrator of the Citizens 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Citizens 401(k) Savings Plan (the "Plan") as of December 31, 2003 and
2002, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2003. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2003 and 2002 and the changes in net assets available for benefits
for the year ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, schedule of
assets (Held at End of Year), for the year ended December 31, 2003 is presented
for the purposes of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. This supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
New York, New York
June 28, 2004
CITIZENS 401 (k) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 2002
------------------- -------------------
Assets:
Investments (note 3):
Citizens Communications Company common stock $ 61,453,615 $ 60,119,769
Global Crossing common stock 31,887 26,537
Mutual funds 97,779,502 58,521,443
Collective trusts 114,181,713 86,039,828
Guaranteed investment contracts - 5,262,731
Participant loans 12,705,062 8,348,562
Brokerage accounts 85,446 -
Money market fund 8,836 -
---------------- ----------------
Total investments 286,246,061 218,318,870
Receivables:
Employer contributions 612,502 121,075
Participant contributions 877,547 383,518
---------------- ----------------
Total receivables 1,490,049 504,593
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Net assets available for benefits $ 287,736,110 $ 218,823,463
================ ================
See accompanying notes to financial statements.
2
CITIZENS 401 (k) SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2003
Additions to net assets attributed to: 2003
-----------------
Investment income:
Dividends $ 4,439,524
Interest 665,659
Net appreciation in fair value of investments (note 3) 38,322,086
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43,427,269
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Contributions:
Participant 24,954,509
Employer 9,765,687
Rollover (note 1) 39,452,886
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74,173,082
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Total additions 117,600,351
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Deductions to net assets attributed to:
Benefits paid to participants (35,042,270)
Rollover (note 1) (13,645,294)
Miscellaneous expenses (140)
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Total deductions (48,687,704)
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Net increase in assets available for benefits 68,912,647
Net assets available for benefits:
Beginning of year 218,823,463
-----------------
End of year $ 287,736,110
=================
See accompanying notes to financial statements.
3
Citizens 401(k) Savings Plan
Notes to Financial Statements
December 31, 2003 and 2002
(1) Description of the Plan
General
The following description of the Citizens 401(k) Savings Plan (the "Plan")
provides general information. Participants should refer to the Plan
document for a more comprehensive description of the Plan's provisions.
(a) Background
The Plan is a voluntary defined contribution plan sponsored by
Citizens Communications Company (the "Company"). Under the terms
of the Plan, employees (other than Frontier union employees) who
have attained six months through June 30, 2001 or three months
subsequent to July 1, 2002 of continuous service are eligible to
participate in the Plan. Frontier union employees covered by
collective bargaining agreements, except for temporary, summer,
and leased employees, are eligible to participate in the Plan on
the first day of the month coincident with or next following
his/her completion of 30 days of employment. At December 31, 2003
there were 6,900 employees eligible to participate in the Plan
and 5,583 active employees participating in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Effective January 1, 2002, the Company adopted "good faith"
Economic Growth and Tax Relief Reconciliation Act amendments to
the Plan and to the Frontier Union 401(k) Savings Plan. Effective
December 31, 2002, the Frontier Union 401(k) Savings Plan was
merged into the Plan. The Plan was amended and restated,
effective January 1, 2003 (except as otherwise provided in the
Plan), to reflect such merger, to reflect the introduction of
Supplemental Profit Sharing Matches, and to reflect various
administrative changes to the Plan. On January 2, 2003, the
balances of the participant accounts of those employees in the
amount of $39,452,866 were rolled over into the Citizens 401(k)
Saving Plan.
On August 8, 2003, the Company completed the sale of The Gas
Company of Hawaii division to K-1 USA Ventures, Inc. In
conjunction with the sale, the balances of participant accounts
of those employees in the amount of $6,933,199 were rolled over
to buyer's retirement plan.
On August 11, 2003, the Company completed the sale of its Arizona
gas and electric divisions to UniSource Energy Corporation. In
conjunction with the sale, the balances of participant accounts
of those employees in the amount of $5,986,061 were rolled over
to buyer's retirement plan.
(b) Contributions
Eligible employees (other than Frontier union employees) may
contribute, in 1% increments, up to 50% of their annual eligible
compensation through payroll deductions, subject to certain
maximum contribution restrictions. Prior to January 1, 1992,
participants had an option to elect life insurance coverage as an
investment vehicle. Beginning January 1, 1992, such option was
discontinued, except that participants who had elected life
insurance coverage prior to January 1, 1992 could continue to
make specific dollar allocations to purchase additional life
insurance coverage. As of December 31, 2003, all life insurance
policies were transferred out of the Plan.
4
Eligible Frontier union employees covered by collective
bargaining agreements may contribute in 1% increments, up to 50%
of their annual eligible compensation in elective pre-tax
deferrals through payroll deductions, subject to certain maximum
contribution restrictions. In addition, a participant may elect
to make after-tax contributions in 1% increments, of their annual
elibible compensation through payroll deductions up to (i) 50%
reduced by (ii) the percentage of eligible compensation with
respect to elective pre-tax deferrals.
All employees eligible to make contributions under the Plan and
who have attained or will attain age 50 before the close of the
Plan year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section
414(v) of the Internal Revenue Code (the "Code"). No matching
contributions shall be made with respect to a Participant's
catch-up contributions.
The Company, at its sole discretion, may amend its contribution
to the Plan. The Company contribution for the 2003 Plan year
amounted to 50% of up to the first 6% of each Participant's
eligible compensation that a non-bargaining participant
contributes to the Plan. Company contributions for participants
covered by collective bargaining agreements are determined based
on the terms of those agreements. Through April 30, 2002, the
Company contributions were invested entirely in the Citizens
Communications Company stock fund unless a participant was age 55
or older in which case the participant could have elected to have
the Company contribution invested in investments at his/her own
discretion. In addition, at age 55 a participant can request to
transfer previous Company contributions invested in the above
common stock fund to other investment options.
For Frontier union employees covered by collective bargaining
agreements, the Company may contribute Employer Fixed
Contributions, Employer Matching Contributions or Employer Profit
Sharing Contributions (as defined by the Plan). Participants
should refer to their respective bargaining agreements for
Employer Fixed Contribution requirements. The Employer Matching
Contributions are equal to 100% of the first 3% of a
participant's compensation that he/she elects to contribute to
the Plan. The Company may make Employer Profit Sharing
Contributions depending on the terms of the relevant collective
bargaining agreement.
As of May 1, 2002, the Company contribution for non-union and
certain union participants is no longer exclusively allocated to
Citizens Communications Company common stock. The Company
contributions for these participants made subsequent to May 1,
2002 are allocated to Plan investments following the same method
of allocation as that for participant-directed investments.
Additional profit sharing amounts may be contributed at the
option of the Company's Board of Directors contingent upon the
Company's exceeding financial targets. No discretionary
contributions were made for the years ended December 31, 2003 and
2002.
(c) Participant Accounts
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Company's contribution
and (b) Plan earnings or losses. Allocations are based on each
participant's contribution, as defined. The benefit to which a
participant is entitled is the amount that can be provided from
the participant's vested account.
(d) Vesting
Participants are vested immediately in their contributions plus
the allocated earnings thereon. Participants become 100% vested
in the Company contributions and the related earnings on the
Company contributions upon disability, death, attainment of
normal retirement age or after five years of service. Except as
otherwise noted, for any other termination of employment, the
vesting schedule is as follows:
5
Vested percentage of
Company contribution and
Years of service related earnings
------------------------------------------------- ---------------------------
Less than 2 years 0%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
Frontier union employees covered by collective bargaining
agreements are immediately 100% vested in all contributions and
allocated earnings thereon.
(e) Participant Loans
Participants in the Plan may request to borrow up to the lesser
of 50% of their vested account balance or $50,000. The interest
rate paid by the participant is equal to the prime interest rate
in effect at the beginning of the month in which the loan is
processed and remains fixed at that rate for the term of the
loan. Loan repayments are made through payroll deductions, after
tax, and are credited to each Participant's account as the
payments are made. A participant may repay a loan in full at any
time by remitting his/her payment directly to the trustee of the
Plan. In the event of termination of employment, a participant's
loan may be repaid in full or the loan will be canceled and the
participant's final distribution will be reduced by the amount of
the outstanding loan balance.
(f) Payment of Benefits
Inactive participants do not have the option to keep any portion
of their account in the Plan beyond the attainment of age 70 1/2.
Participants still employed by the Company at age 70 1/2, must
take a full distribution of their balances on or before April 1st
of the calendar year after they retire.
Upon termination of employment, a participant is entitled to
receive payment in full of the vested portion of his/her account.
If the value of the terminating participant's vested account
balance exceeds $5,000, the participant may elect to defer
his/her distribution.
(g) Forfeitures
For the year ended December 31, 2003 forfeited nonvested Company
contributions totaled $335,368. These amounts are generally used
to reduce the obligation of the Company to make contributions to
the Plan and defray administrative costs. For the year ended
December 31, 2003, $31,766 of forfeited nonvested Company
contributions were used to fund Plan administrative expenses, the
remainder of forfeited nonvested Company contributions was used
to fund the Company match.
6
(h) Administrative Costs
The majority of Plan administrative costs are paid by
Participants through investment management fees. Plan
administrative expenses for the year ended December 31, 2003 were
$73,981. The 2003 Plan Expense Reimbursement Agreement (PERA)
allowance available to offset administrative costs was $42,215.
Citizens used plan forfeitures to pay the remaining amount of
$31,766. Plan administrative expenses for the year ended December
31, 2002 were $56,942. The 2002 PERA allowance available to
offset administrative costs was $52,210. The Company paid the
remaining amount of $4,732.
(i) Investments
The Plan offered the following investment options as of December
31, 2003:
Citizens Communications Company Common Stock
PIMCO Total Return Fund, Admin. Shares
PIMCO Long Term U.S. Government Fund, Admin.
Dreyfus New Leaders Fund A
J.P. Morgan Mid Cap Value Fund A
MSIF Small Company Growth Fund, B
MSIF U.S. Real Estate Fund, B
Putnam International Equity Fund
Putnam Voyager Fund
Putnam Asset Allocation - Balanced Fund
Putnam Asset Allocation - Growth Fund
Putnam Asset Allocation - Conservative Fund
Stable Value Fund
Putnam S & P 500 Index Fund
One Group Mid Cap Growth Fund
Van Kampen Growth and Income Fund
Harris Direct Brokerage Gateway
The Plan has investments in Global Crossing common stock as a
result of the transfer of net assets from the Frontier Savings
Plan to the Plan. The Plan trustee will continue to hold such
shares in trust for the benefit of the previous Global Crossing
employees until such time as any such employee elects to dispose
of his or her shares based upon the Stock Purchase Agreement.
However, the Plan does not permit the participants to otherwise
invest in Global Crossing common stock, whether with additional
contributions made into the Plan, reallocation of other assets of
a participant's account, or otherwise. On January 28, 2002,
Global Crossing filed for bankruptcy. The value of the Plan's
investment in Global Crossing common stock has declined
significantly since December 31, 2001. As of December 9, 2003,
Global Crossing common stock was delisted.
Effective July 1, 2003, the Plan added ten new investment choices
and eliminated three investment choices increasing to 17 the
investment fund choices available to Plan participants.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
7
(b) Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amount of assets, liabilities, changes
therein, and disclosures of contingent assets and liabilities at
the date of the financial statements. The preparation of these
financial statements also requires the use of plan administrator
estimates. Actual results may differ from these estimates.
(c) Investments
The Plan's investments are stated at fair value, except for
guaranteed investment contracts, which are valued at contract
value as they are benefit responsive contracts. The investments
in guaranteed investment contracts are stated at cost, which
approximates fair value. Shares of registered investment
companies (mutual funds) are valued at quoted market prices,
which represent the net asset value of shares held by the Plan.
Investments in collective trusts are valued at fair value based
on the underlying net assets of the trust as reported by the
sponsor of the collective trust. Common stock is valued at its
quoted market price as of the end of the Plan year. Participant
notes receivable are valued at cost, which approximates fair
value. The net depreciation/appreciation in the fair value of
investments consists of the net realized gains and losses on the
disposal of investments during 2003 and the net unrealized
appreciation/depreciation of the market value for the investments
remaining in the Plan as of December 31, 2003.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the dividend date.
(d) Benefits Paid
Benefits are recorded when paid.
(e) Risks and Uncertainties
The Plan offers a number of investment options including the
Company common stock and a variety of pooled investment funds,
some of which are registered investment companies. The investment
funds principally include U.S. equities, international equities,
and fixed income securities. Investment securities, in general,
are exposed to various risks, such as interest rate, credit, and
overall market volatility risk. Due to the level of risk
associated with certain investment securities, it is reasonable
to expect that changes in the values of investment securities
will occur in the near term and that such changes could
materially affect participant account balances.
The Plan's exposure to a concentration of credit risk is limited
by the diversification of investments across all
participant-directed fund elections. Additionally, the
investments within each participant-directed fund election are
further diversified into varied financial instruments, with the
exception of the Company common stock, which is invested in the
security of a single issuer.
(f) Adoption of New Accounting Pronouncement
Effective July 1, 2003, the Plan adopted the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No.
149, "Amendment of Statement 133 on Derivative Instruments and
Hedging" (SFAS No. 149), which clarifies financial accounting and
reporting for derivative instruments including derivative
instruments embedded in other contracts. The adoption of SFAS No.
149 did not have any impact on the Plan's financial statements.
8
(3) Investments
The following presents investments that represent 5% or more of the Plan's
net assets at the end of year:
2003 2002
------------------- -------------------
Citizens Communications Company common stock:
Participant Directed, 3,536,840 and 4,099,978 shares,
respectively $ 43,927,554 $ 43,254,776
Nonparticipant Directed, 1,411,116 and 1,598,578 shares,
respectively 17,526,061 16,864,993
Putnam International Equity Fund 17,802,167 12,283,627
Putnam Stable Value Fund 57,146,006 41,598,318
Putnam Voyager Fund 19,702,898 8,711,563
Putnam S&P 500 Index Fund 57,035,707 44,441,510
PIMCO Total Return Fund, Admin. Shares 24,856,532 22,227,452
During 2003, the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated in
value by $38,322,086 as follows:
Common stocks $ 14,632,594
Mutual funds 10,374,248
Collective trusts 13,309,186
Brokerage accounts 6,058
--------------------
$ 38,322,086
====================
(4) Nonparticipant-Directed Investments
Information about the net assets available for benefits and significant
components of the changes in net assets available for benefits relating to
the nonparticipant-directed investments is as follows:
2003 2002
------------------- -------------------
Net assets:
Common Stock of the Company $ 17,526,061 $ 16,864,993
=================== ===================
Changes in net assets:
Net change in fair value of investments 2,996,731 (1,760,283)
Employer contributions 407,302 2,859,213
Benefits paid to participants (3,718,075) (2,534,729)
Transfers out (3,950,238) (14,030,556)
Other 4,925,348 (7,570,798)
------------------- -------------------
Change in net assets $ 661,068 $ (23,037,153)
=================== ===================
9
(5) Investment Contracts with Insurance Company
The Plan entered into two investment contracts with Principal Mutual Life
Insurance Company (Principal Mutual) and two investment contracts with
Travelers Life and Annuity Company (Travelers). Principal Mutual and
Travelers maintain the contributions in guaranteed investment contracts.
These contracts are credited with earnings on the underlying investments
and charged for participant withdrawals and administrative expenses. These
contracts are included in the financial statements at contract value as
reported to the Plan by Principal Mutual and Travelers. Contract value
represents contributions made under the contract, plus earnings, less
participant withdrawals and administrative expenses. Participants may
ordinarily direct the withdrawals or transfer of all or a portion of their
investments at contract value.
During 2003, the Travelers investment contracts matured and were not
redeemed. During 2002, the Principal Mutual investment contracts matured
and were not redeemed.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The yield and crediting interest rates for
Travelers Guaranteed Investment Contracts were 6.12% for 2002. The
crediting interest rates are based on a formula agreed upon with the
issuers. Such interest rates are fixed based on the contracts.
(6) Related Party Transactions
Certain Plan assets are invested in shares of mutual funds that are managed
by Putnam. Putnam is the trustee as defined by the Plan, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the
Company to Putnam amounted to $0 and $4,732 for the years ended December
31, 2003 and 2002, respectively.
(7) Plan Termination
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA, Collective
Bargaining Agreements and the National Labor Relations Board. In the event
of plan termination, participants will become 100% vested in their
accounts.
(8) Tax Status
The Company received a favorable determination letter from the Internal
Revenue Service (IRS) dated September 24, 2002 stating that the plan
continues to qualify under Section 401(a) of the Code (IRC) and the related
trusts to be tax exempt under Section 501(a) of the Code.
10
The Company has identified certain unintentional errors in the operation of
the Plan. The Company has completed evaluation of the previously identified
unintentional errors in the operation of the Plan. The Plan has been
amended and resubmitted to the IRS for a new determination letter and
approval on June 18, 2004, through the IRS's Voluntary Compliance Program
(VCP), of the proposed remedies for such errors.
The Company fully expects the Plan to continue to qualify under Section
401(a) of the Code and the related trusts to be tax exempt under 501(a) of
the Code. The Plan Administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
Code. The Company believes that the outcome of the VCP application will not
have a material effect on the Plan's financial statements.
(9) Subsequent Events
The following are significant amendments to the Plan adopted subsequent to
December 31, 2003:
* On January 1, 2004, participant pre tax contribution limits were
changed from 50% to 75%.
* Effective March 1, 2004, the Company match made previously in the form
of Company stock became unrestricted for certain collectively
bargained union employees.
* The Company's Board of Directors took action to name T. Rowe Price as
the Trustee and Recordkeeper of the Plan effective August 4, 2004. The
blackout period associated with this change, during which participants
will be unable to make any changes to their accounts, will run from
July 23, 2004 through August 3, 2004.
On April 1, 2004, the Company completed the sale of its Vermont electric
division. In conjunction with the sale, the balances of participant
accounts of those employees in the amount of $1,629,039 were rolled over to
buyer's retirement plan.
11
Citizens 401(k) Savings Plan
Schedule H, line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2003
Identity of Issuer Description of Investment Current value
-----------------------------------------------------------------------------------------------------------------------------
*Citizens Communications Company Common Stock; 4,947,956 shares; cost at $50,704,302 $ 61,453,615
Global Crossing Limited Common Stock; 2,702,247 shares 31,887
---------------
Total common stocks 61,485,502
Harris Direct Brokerage Gateway Brokerage Accounts; 85,446 shares 85,446
PIMCO Total Return Fund, Admin. Shares Mutual Funds; 2,320,872 shares 24,856,532
Dreyfus New Leaders Fund A Mutual Funds; 30,971 shares 1,297,982
JP Morgan Mid Cap Value Fund A Mutual Fund; 89,180 shares 1,660,523
*Putnam International Equity Fund Mutual Fund; 861,673 shares 17,802,167
MSIF Small Company Growth Fund Mutual Fund; 1,096,118 shares 11,443,469
*Putnam Voyager Fund Mutual Funds; 1,243,085 shares 19,702,898
*Putnam Asset Allocation - Balanced Fund Mutual Fund; 288,601 shares 2,848,488
*Putnam Asset Allocation - Growth Fund Mutual Fund; 49,414 shares 496,616
*Putnam Asset Allocation - Conservative Fund Mutual Fund; 39,042 shares 345,136
PIMCO Long Term U.S. Government Fund, Admin. Mutual Fund; 62,643 shares 677,800
MSIF U.S. Real Estate Fund Mutual Fund; 110,134 shares 1,960,403
One Group Mid Cap Growth Fund Mutual Fund; 231,746 shares 4,797,150
Van Kampen Growth and Income Fund Mutual Fund; 548,245 shares 9,890,338
---------------
Total mutual funds 97,779,502
*Putnam S&P 500 Index Fund - Collective Trust Collective Trust; 2,053,121 shares 57,035,707
*Putnam Stable Value Fund - Collective Trust Collective Trust; 57,146,006 shares 57,146,006
---------------
Total collective trust 114,181,713
*Putnam Money Market Fund (part of Harris Direct Money Market Fund; 8,836 shares 8,836
Brokerage Gateway)
*Participant loans 2,364 loans, maturing in 1 to 22 years, with
interest rates ranging from 4.0% to 10.0% 12,705,062
---------------
$ 286,246,061
===============
* Party-in-interest as defined by ERISA
See accompanying independent auditors' report.
12
Citizens 401(k) Savings Plan
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrators have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Citizens 401(k) Savings Plan
By /s/ Robert J. Larson
--------------------------------
Robert J. Larson
Senior Vice President and
Chief Accounting Officer
June 28, 2004
13
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Citizens Communications Company:
We hereby consent to the incorporation by reference in Registration Statement
(No. 33-48683) on Form S-8, Registration Statement (No. 333-91054) on Form S-8
and in Registration Statement (No. 333-61432) on Form S-8 of Citizens
Communications Company of our report dated June 28, 2004, relating to the
statements of net assets available for benefits of the Citizens 401(k) Savings
Plan as of December 31, 2003 and 2002, and the related statement of changes in
net assets available for benefits for the year ended December 31, 2003, and
supplemental Schedule H as of and for the year ended December 31, 2003, which
report appears in the annual report on Form 11-K of the Citizens 401(k) Savings
Plan for the fiscal year ended December 31, 2003.
/s/ KPMG LLP
New York, New York
June 28, 2004
14