SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year End December 31, 1994
CUC 401(k) Employee Benefit Plan
(Full title of the Plan)
Citizens Utilities Company
High Ridge Park, Stamford Connecticut 06905
(Name of issuer of the securities held pursuant to the Plan
and address of its principal executive office)
Commission File Number 001-11001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has caused this Annual Report to be signed on its
behalf by the duly undersigned there unto duly authorized.
Date: March 31, 1995 By: Citizens Utilities Company,
Plan Administrator of the
CUC 401(k) Employee Benefit Plan
By: Livingston E. Ross
-------------------------------
Livingston E. Ross
Vice President and Controller
<PAGE>
CUC 401(k) Employee Benefit Plan
Index to Financial Statements and Schedules
Page
----
Independent Auditors' Report 3
Financial Statements:
Statements of Plan Equity as of
December 31, 1994 and 1993 4
Statements of Income and Changes in Plan
Equity for the Years Ended
December 31, 1994, 1993 and 1992 5-6
Notes to Financial Statements 7-11
Schedules:
I - Investments as of December 31, 1994 12
II - Allocation of Plan Equity to Investment
Options as of December 31, 1994 and 1993 13-14
III - Allocations of Plan Income and Changes in
Plan Equity to Investment Options for the
Years Ended December 31, 1994, 1993 and 1992 15-17
Independent Auditors' Consent Exhibit 1
<PAGE>
Independent Auditors' Report
----------------------------
Citizens Utilities Company, Plan Administrator of the
CUC 401(k) Employee Benefit Plan:
We have audited the financial statements of the CUC 401(k) Employee Benefit
Plan as listed in the accompanying index. In connection with our audits of
the financial statements, we have also audited the supporting schedules as
listed in the accompanying index. These financial statements and supporting
schedules are the responsibility of the Plan Administrator. Our
responsibility is to express an opinion on these financial statements and
supporting schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 the Plan Administrator, 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 plan equity of the CUC 401(k) Employee Benefit
Plan at December 31, 1994 and 1993 and the income and changes in plan equity
for each of the years in the three-year period ended December 31, 1994 in
conformity with generally accepted accounting principles. Also in our
opinion, the related supporting schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
KPMG PEAT MARWICK LLP
New York, New York
March 31, 1995
<PAGE>
CUC 401(k) Employee Benefit Plan
Statements of Plan Equity
December 31,
------------
Assets 1994 1993
- ------ ---- ----
Investments
Stock Fund - at market value (Cost of
$32,371,878 in 1994 and $26,416,986 in 1993) $ 65,069,654 $86,441,328
Guaranteed Income Fund - at contract value 14,178,486 10,983,889
Equity Fund - at market value (Cost $3,525,961
in 1994 and $1,948,560 in 1993) 3,533,380 2,217,105
Bond Fund - at market value (Cost $884,394 in
1994 and $643,260 in 1993) 855,542 648,694
Cash and cash equivalents 8,934,183 419,715
Contributions receivable 1,404,589 1,353,207
Loans receivable 2,738,549 2,077,656
Other receivables 349,444 120,242
Interest receivable 214,333 136,084
------------ ------------
Total Assets 97,278,160 104,397,920
------------ ------------
Liabilities and Plan Equity
- ---------------------------
Accounts payable 278,013 623,914
Distributions payable to participants 50,922 2,106,261
------------ ------------
Total Liabilities 328,935 2,730,175
------------ ------------
Plan Equity $96,949,225 $101,667,745
============ ============
See accompanying notes to financial statements<PAGE>
<TABLE>
<CAPTION>
CUC 401(k) Employee Benefit Plan
Statements of Income and Changes in Plan Equity
Year Ended December 31,
-----------------------
1994 1993 1992
---- ---- ----
Investment income:
<S> <C> <C> <C>
Dividends $ 248 $ 0 $ 65
Interest 1,116,095 966,115 803,327
------------ ------------ -----------
Total Investment income 1,116,343 966,115 803,392
Realized gains (losses):
Stock Fund 4,760,080 10,705,195 280,835
Guaranteed Income Fund 293 0 0
Equity Fund 164,133 11,785 0
Bond Fund (3,426) 86 0
------------ ------------ -----------
Total realized gains (losses) 4,921,080 10,717,066 280,835
Unrealized appreciation (depreciation):
Stock Fund (28,411,309) 4,234,695 4,317,012
Guaranteed Income Fund (80,222) 0 0
Equity Fund (214,561) 171,805 96,740
Bond Fund (40,208) 3,148 2,286
------------ ------------ -----------
Total unrealized appreciation
(depreciation) (28,746,300) 4,409,648 4,416,038
Transfers into the Plan:
Citizens Utilities Company Common
Stock Series B from the LGS Employees'
Savings and Investment Plan 0 2,388,736 44,169,944
Citizens Utilities Company Common
Stock Series B from the TRASOP 0 21,758,402 0
GTE Savings Plan Assets 13,280,760 0 0
NORCO Plan Assets 1,683,414 0 0
------------ ------------ -----------
Total Transfers into the Plan 14,964,174 24,147,138 44,169,944
Contributions:
Employees 5,907,898 5,761,845 4,234,168
Employer 2,109,411 1,553,532 1,427,190
------------ ------------ -----------
Total contributions 8,017,309 7,315,377 5,661,358
Distributions (4,915,838) (12,694,188) (5,599,982)
Cancellation of loan notes of former
participants (52,153) (27,454) (7,316)
Participants' contributions used for
life insurance policy payments (23,135) (27,364) (30,223)
------------ ------------ -----------
Changes in Plan Equity (4,718,520) 34,806,338 49,694,046
Plan Equity, beginning of year 101,667,745 66,861,407 17,167,361
------------ ------------ -----------
Plan Equity, end of year $ 96,949,225 $101,667,745 $66,861,407
============ ============ ===========
See accompanying notes to financial statements
</TABLE>
<PAGE>
CUC 401(k) Employee Benefit Plan
Notes to Financial Statements
Years Ended December 31, 1994, 1993 and 1992
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation
---------------------
The Citizens Utilities 401(k) Employee Benefit Plan (the "Plan")
provides Participants with five investment options: a Citizens
Utilities Company (the "Company") Common Stock Series B Stock
Fund, a Guaranteed Income Fund, an Equity Fund, a Bond Fund, and
Life Insurance.
Effective January 1, 1992, participants in the LGS Employees'
Savings and Investment Plan became participants in the Plan.
Assets in the LGS Employees' Savings and Investment Plan ("the
LGS Plan") consisted entirely of the Company's Common Stock
Series B. On June 7, 1993 and August 5, 1993 all unallocated
shares of the Company's Common Stock Series B (66,342 shares) in
the LGS Plan were transferred to the Plan. Total market value
and total cost of the shares at the dates of transfer were
$2,388,736 and $1,464,171, respectively. On November 3, 1992,
all allocated shares of the Company's Common Stock Series B
(1,577,498 shares) in the LGS Plan were transferred to the Plan.
Market value and cost of the shares at the date of transfer were
$44,169,944 and $13,637,594, respectively.
Effective December 1, 1993 the Citizens Tax Reduction Act Stock
Ownership Plan ("TRASOP") was merged into the Plan. Assets in
the TRASOP consisted entirely of the Company's Common Stock
Series B. On December 13, 1993 all allocated shares of the
Company's Common Stock Series B (1,117,853 shares) in the TRASOP
were transferred to the Plan. Market value and cost of the
shares at the date of transfer was $21,758,402 and $3,916,302,
respectively.
Effective January 1, 1994, participants in the Natural Gas
Company of Louisiana ("NORCO") became participants in the Plan.
NORCO assets in the amount of $1,683,414 were transferred to the
Plan on August 15, 1994.
On December 31, 1993, the Company acquired from GTE Corp. certain
telecommunications operations in Idaho, Tennessee, Utah and West
Virginia. On June 30, 1994, the Company acquired from GTE Corp.
telecommunications operations in New York. Effective January 1,
1994, participants in the GTE Savings Plan from the acquired GTE
properties in Idaho, Tennessee, Utah and West Virginia became
participants in the Plan. Assets in the GTE Savings Plan
totalling $4,189,254, exclusive of loan balances, were
transferred to the Plan on August 30, 1994. Effective July 1,
1994, participants in the GTE Savings Plan from the acquired GTE
New York property became participants in the Plan. Assets in the
GTE Savings Plan totalling $8,356,541, exclusive of loan
balances, were transferred to the plan on November 2, 1994.
<PAGE>
(b) Stock Fund
----------
The stock fund invests in shares of the Company's Common Stock
Series B. Stock dividends are paid on the Common Stock Series B
shares in additional full and fractional shares. Stock dividends
are not reported as dividend income in the Statements of Income
and Changes in Plan Equity, rather, stock dividends are capital
transactions which have the effect of increasing plan shares and
decreasing per share cost. Shares received from stock dividends
in 1994, 1993 and 1992 were 240,385, 140,146 and 34,679,
respectively.
(c) Guaranteed Income Fund
----------------------
Annual
Compound
Guaranteed Income Contribution Maturity Rate of
Contract Issuer Period Date Return
- ----------------- ----------------- -------- ---------
New York Life Ins., Co. 9/8/94 6/30/99 7.11%
John Hancock Mutual Life Ins., Co. 7/1/94 to 6/30/95 6/30/98 6.94%
Principal Mutual Life Ins., Co. 7/1/93 to 6/30/94 6/30/99 5.60%
Pacific Mutual Life Ins., Co. 7/1/92 to 6/30/93 6/30/97 7.30%
AUSA Life Insurance Company Prior to 12/31/93 6/03/97 5.00%
Life Insurance Company of VA 7/1/90 to 6/30/91 6/30/94 9.00%
The Guaranteed Income Fund pays a blended interest rate for
contracts purchased since July 1, 1992. This Blended Interest
Rate is calculated using a weighted average of contract assets
and the above annual compound rates of return. The blended
interest rate is projected using assets in the above contracts
and varies as contracts mature, as new contracts are purchased
and with deposit and withdrawal experience.
Investments made in this Fund between July 1, 1991 and June 30,
1992 earn a rate of return determined under a guaranteed
insurance contract issued by the General American Life Insurance
Company. This contract matures on June 30, 1996 and bears an
annual compound rate of return of 8.30%.
(d) Equity Fund
-----------
Prior to June 30, 1994, contributions were invested in Capital
Initiatives Equity Total Return Account Contract ("Equity TRAC").
The return on the Equity Fund was linked to the performance of
the Standard and Poor's 500 Index. Contributions made after June
30, 1994 are invested in the Index Trust 500 portfolio managed
by the Vanguard Group. This fund is a passive equity management
vehicle which seeks to replicate the total return of the Standard
and Poor's 500 stock index with dividends reinvested. The Equity
Fund's balance as of June 30, 1994 was transferred to the
Vanguard Index Trust 500 Portfolio.<PAGE>
(e) Bond Fund
---------
Contributions are invested in the GNMA Bond Fund managed by the
Vanguard Group. The fund is comprised primarily of securities
backed by the "full faith and credit of the U.S. Government".
Dividends are received in cash and reinvested in additional Bond
Fund shares.
(f) Life Insurance
--------------
After January 1, 1992 the life insurance option is no longer
offered to existing and newly eligible participants. Prior to
1992, life insurance, which may cover the participant, his/her
spouse and dependent children, was provided by Inter-American
Life Insurance Company ("Inter-American"). Participants who
maintained life insurance policies prior to January 1, 1992 had
their coverage remain intact. These Participants may continue
to have up to 25% of their contributions used to pay premiums on
a selected amount of life insurance coverage. Insurance
certificates are issued to all Participants selecting this option
and insurance policies are issued to Participants upon their
retirement or termination.
On December 23, 1991, the Circuit Court of Cook County, Illinois
entered an Order of Liquidation with a Finding of Insolvency
against Inter-American. The Order of Liquidation has no effect
on Plan assets as the Participants' contributions used to
purchase life insurance policies are not assets of the Plan. The
face values and cash surrender values of the Inter-American
policies have been assumed by Jackson National Life Insurance
Company and Commonwealth Life Insurance Company.
(g) Loans
-----
A Participant in the Plan for two years or more may request to
borrow up to the lesser of 50% of his/her vested account balance
or $50,000, in both cases limited to the Participant's salary
deferral account balance on the valuation date preceding the date
on which the loan is made. The loans are allocated to a Loan
Fund. The interest rate on the loans is equal to the prime
interest rate in effect at the beginning of the month in which
loans are approved and remains fixed at that rate. Loan
repayments are made through payroll deductions and are credited
to the Participants' accounts as the payments are made. In the
event of termination of employment, a Participant's loan note is
generally canceled and the Participant's distribution is reduced
by the amount of the outstanding loan balance.
<PAGE>
(2) Administration of the Plan
--------------------------
As of January 1, 1993, PNC Bank became the Plan Trustee. Plan
administration costs are paid by the Company, the Plan Sponsor.
(3) Eligibility
-----------
The plan is a voluntary defined contribution plan. Under the terms of
the Plan, non-bargaining unit employees who are at least 21 years of
age and have attained 30 days of service are eligible to participate
in the Plan. Enrollment dates are on January 1 and July 1 of each year.
At December 31, 1994 there were 2,478 employees eligible to participate
in the Plan and 2,265 participants in the Plan.
(4) Contributions
-------------
Eligible employees may contribute up to 16% of their annual
compensation through payroll deductions, subject to certain maximum
contribution restrictions. Participants who maintained life insurance
coverage after January 1, 1992 may elect to continue to make specific
dollar allocations to purchase life insurance coverage. Contributions
may be apportioned in 5% increments to any combination of the four
investment options specified below. At December 31, 1994 the number
of accounts in each fund was as follows:
Number of
Accounts
----------
Investment Option:
Stock Fund 2,251
Guaranteed Income Fund 1,789
Equity Fund 787
Bond Fund 329
Life Insurance 65
Loan Fund 453
The Company contribution is determined for each Plan year by the Board
of Directors of the Company. The Company contribution for the 1994,
1993 and 1992 Plan years amounted to 50% of the first 6% of each
Participant's annual compensation (as defined by the Plan). Prior to
July 1, 1993, Company contributions were invested in the same ratio of
fund options that the Participant elected except that contributions for
life insurance premium payments were not considered in such investment
ratio. Effective July 1, 1993 the Company contributions are invested
entirely in the Stock fund.
<PAGE>
(5) Vesting
-------
Participants are at all times fully vested in their own contributions
and the allocated earnings thereon. Participants become 100% vested
in the Company's contributions and the related earnings on the
Company's contributions upon disability, death, attainment of normal
retirement age or after five years of service. For any other
termination of employment, the vesting schedule is as follows:
Vested Percentage
of Company's Contribution
Years of Service and 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%
Non-vested forfeited employer contributions which had been allocated
to the Guaranteed Income Fund, Equity Fund, Bond Fund and Stock Fund
are used to reduce future Company contributions. Prior to 1993 Non-
vested forfeited employer contributions to the Stock Fund were
allocated among the Participants remaining at the end of each Plan
year.
Forfeitures by Fund for the years ended December 31, 1994, 1993 and
1992 were as follows:
Fund 1994 1993 1992
---- ---- ---- ----
Stock Fund $21,456 $7,916 $16,830
Guaranteed Income Fund 12,937 6,714 20,616
Equity Fund 706 3,809 2,243
Bond Fund 1,146 994 587
(6) Termination of Plan
-------------------
The Company's Board of Directors has the right under the terms of the
Plan to discontinue Company contributions at any time and to terminate
the Plan, subject to the terms of the Employee Retirement Income
Security Act of 1974 ("ERISA").
(7) Distribution of Benefits
------------------------
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 account exceeds $3,500, the
Participant may elect to defer distribution. The distribution must
begin on or before April 1st of the calendar year following the year
the Participant attains age 70 1/2.
<PAGE>
(8) Federal Income Tax
------------------
The Plan is a qualified plan as described in Sections 401(a) and 401(k)
of the Internal Revenue Code, as amended and, as such, the Trust
established thereunder is exempt from payment of federal income taxes
under provisions of Section 501(a) of the Internal Revenue Code. A
favorable determination letter has been received from the Internal
Revenue Service which confirms such status.<PAGE>
Schedule I
CUC 401(k) Employee Benefit Plan
Investments
December 31, 1994
Cost or Market or
Number Contract Contract
of Shares Value Value
--------- -------- ---------
Stock Fund
- ----------
Citizens Utilities Company
Common Stock Series B 5,154,032 $32,371,878 $65,069,654
========= =========== ===========
Guaranteed Income Fund
- ----------------------
Guaranteed Income Fund $14,178,486 $14,178,486
=========== ===========
Equity Fund
- -----------
Vanguard Index Trust 82,229 $3,525,961 $3,533,380
====== ========== ==========
Bond Fund
- ---------
Vanguard GNMA Fund 89,305 $884,394 $855,542
====== ======== ========
<PAGE>
Schedule II
<TABLE>
<CAPTION>
CUC 401(k) Employee Benefit Plan
Allocation of Plan Equity to Investment Options
December 31, 1994
Guaranteed Bond Insurance Loan
Stock Fund Income Fund Equity Fund Fund Fund Fund
---------- ------------ ----------- ---- --------- ----
Assets:
Investment in Stock Fund -
<S> <C> <C> <C> <C> <C> <C>
at market value $65,069,654 $ -- $ -- $ -- $ -- $ --
Investment in Guaranteed
Income Fund - at contract
value -- 14,178,486 -- -- -- --
Investment in Equity Fund -
at market value -- -- 3,533,380 -- -- --
Investment in Bond Fund -
at market value -- -- -- 855,542 -- --
Cash and cash equivalents 4,516,819 1,460,294 2,350,406 606,664 -- --
Contributions receivable 948,216 240,917 173,443 42,013 -- --
Loans receivable -- -- -- -- -- 2,738,549
Other receivables 132,479 28,442 13,108 1,630 -- 173,785
Interest Receivable 21,635 131,158 59,098 2,442 -- --
----------- ----------- ---------- -------- -------- ---------
Total Assets 70,688,803 16,039,297 6,129,435 1,508,291 -- 2,912,334
----------- ----------- ----------- -------- -------- ---------
Liabilities:
Accounts payable 21,456 12,937 706 3,968 6,066 232,880
Distributions payable
to participants -- 48,464 2,458 -- -- --
----------- ----------- ---------- -------- -------- ---------
Total Liabilities 21,456 61,401 3,164 3,968 6,066 232,880
----------- ----------- ---------- -------- -------- ---------
Plan Equity $70,667,347 $15,977,896 $6,126,271 $1,504,323 $(6,066) $2,679,454
=========== =========== ========== ======== ======== =========
</TABLE>
<PAGE>
Schedule II-1
<TABLE>
<CAPTION>
CUC 401(k) Employee Benefit Plan
Allocation of Plan Equity to Investment Options
December 31, 1993
Guaranteed Bond Insurance Loan
Stock Fund Income Fund Equity Fund Fund Fund Fund
---------- ------------ ----------- ---- --------- ----
Assets:
Investment in Stock Fund -
<S> <C> <C> <C> <C> <C> <C>
at market value $86,441,328 $ -- $ -- $ -- $ -- $ --
Investment in Guaranteed
Income Fund - at
contract value -- 10,983,889 -- -- -- --
Investment in Equity Fund -
at market value -- -- 2,217,105 -- -- --
Investment in Bond Fund -
at market value -- -- -- 648,694 -- --
Cash and cash equivalents 330,149 -- -- -- 13,633 75,933
Contributions receivable 654,700 -- 114,105 19,969 564,433 --
Loans receivable -- -- -- -- -- 2,077,656
Other receivables 42,207 12,175 5,549 1,037 165 59,109
Interest Receivable 525 132,464 -- 3,095 -- --
----------- ----------- ---------- -------- -------- ---------
Total Assets 87,468,909 11,128,528 2,336,759 672,795 578,231 2,212,698
----------- ---------------------- -------- -------- ---------
Liabilities:
Accounts payable -- 452,566 5,683 6,913 25,537 133,215
Distributions payable
to participants 2,013,965 78,996 11,085 2,215 -- --
----------- ----------- ---------- -------- -------- ---------
Total Liabilities 2,013,965 531,562 16,768 9,128 25,537 133,215
----------- ----------- ---------- -------- -------- ---------
Plan Equity $85,454,944 $10,596,966 $2,319,991 $663,667 $552,694 $2,079,483
=========== =========== ========== ======== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule III
CUC 401(k) Employee Benefit Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Options
Year Ended December 31, 1994
Guaranteed Bond Insurance Loan
Stock Fund Income Funds Equity Fund Fund Fund Fund
----------- ------------ ----------- ---- --------- ----
Investment income:
<S> <C> <C> <C> <C> <C> <C>
Dividends $ -- $ -- $ -- $ -- $ -- $ 248
Interest 65,439 733,654 95,356 35,577 27,357 158,712
Realized gains (losses) 4,760,080 293 164,133 (3,426) -- --
Unrealized appreciation
(depreciation) (28,411,309) (80,222) (214,561) (40,208) -- --
Transfers into Plan:
GTE Savings Plan
Assets 6,620,286 2,264,128 2,919,227 742,156 -- 734,963
NORCO Plan Assets -- 1,683,414 -- -- -- --
----------- ----------- ---------- -------- -------- ---------
Total transfers
into Plan 6,620,286 3,947,542 2,919,227 742,156 -- 734,963
Contributions:
Employees 3,413,023 1,403,690 850,056 217,994 23,135 --
Employer 2,073,877 22,209 10,074 3,251 -- --
----------- ----------- ---------- -------- -------- ---------
Total contributions 5,486,900 1,425,899 860,130 221,245 23,135 --
----------- ----------- ---------- -------- -------- ---------
Net transfers - other 1,050,442 (431,649) 55,473 (88,149) (586,117) --
Net transfers - loans (29,422) 299,255 (30,585) 2,551 -- (241,799)
Distributions (4,330,013) (513,842) (42,893) (29,090) -- --
Cancellation of loan notes -- -- -- -- -- (52,153)
Participants' contributions
used for life insurance
policy payments -- -- -- -- (23,135) --
----------- ----------- ---------- -------- -------- ----------
Changes in Plan Equity (14,787,597) 5,380,930 3,806,280 840,656 (558,760) 599,971
----------- ----------- ---------- -------- -------- ----------
Plan Equity, beginning
of year 85,454,944 10,596,966 2,319,991 663,667 552,694 2,079,483
----------- ----------- ---------- -------- -------- ----------
Plan Equity, end of year$70,667,347 $15,977,896 $6,126,271 $1,504,323 $(6,066) $2,679,454
=========== =========== ========== ========== ========== ========== <PAGE>
Schedule III-1
</TABLE>
<TABLE>
<CAPTION>
CUC 401(k) Employee Benefit Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Options
Year Ended December 31, 1993
Guaranteed Bond Insurance Loan
Stock Fund Income Funds Equity Fund Fund Fund Fund
----------- ------------ ----------- ---- --------- ----
Investment income:
<S> <C> <C> <C> <C> <C> <C>
Dividends $ -- $ -- $ -- $ -- $ -- $ --
Interest 5,652 819,322 -- 28,911 878 111,352
Realized gains 10,705,195 -- 11,785 86 -- --
Unrealized appreciation 4,234,695 -- 171,805 3,148 -- --
Transfers into Plan:
Citizens Utilities
Company Common Stock
Series B from the
LGS Employees' Savings
and Investment Plan 2,388,736 -- -- -- -- --
Citizens Utilities
Company Common Stock
Series B from the
TRASOP 21,758,402 -- -- -- -- --
----------- ----------- ---------- -------- -------- ---------
Transfers into Plan 24,147,138 -- -- -- -- --
Contributions:
Employees 2,691,281 1,637,442 652,682 201,260 579,180 --
Employer 1,184,394 240,936 99,895 28,307 -- --
----------- ----------- ---------- -------- -------- ---------
Total contributions 3,875,675 1,878,378 752,577 229,567 579,180 --
----------- ----------- ---------- -------- -------- ---------
Net transfers - other 1,022,585 (879,155) (77,152) (66,278) -- --
Net transfers - loans (704,539) (253,554) (25,440) (6,426) -- 989,959
Distributions (12,132,276) (516,987) (34,697) (10,228) -- --
Cancellation of loan notes -- -- -- -- -- (27,454)
Participants' contributions
used for life insurance
policy payments -- -- -- -- (27,364) --
----------- ----------- ---------- -------- -------- ----------
Changes in Plan Equity 31,154,125 1,048,004 798,878 178,780 552,694 1,073,857
----------- ----------- ---------- -------- -------- ----------
Plan Equity, beginning
of year 54,300,819 9,548,962 1,521,113 484,887 -- 1,005,626
----------- ----------- ---------- -------- -------- ----------
Plan Equity, end of year $85,454,944 $10,596,966 $2,319,991 $663,667 $552,694 $2,079,483
=========== =========== ========== ======== ======== ========== <PAGE>
Schedule III-2
</TABLE>
<TABLE>
<CAPTION>
CUC 401(k) Employee Benefit Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Options
Year Ended December 31, 1992
Guaranteed Bond Insurance Loan
Stock Fund Income Funds Equity Fund Fund Fund Fund
----------- ------------ ----------- ---- --------- ----
Investment income:
<S> <C> <C> <C> <C> <C>
Dividends $ -- $ -- $ 65 $ -- $ -- $ --
Interest -- 738,790 -- 26,519 -- 38,018
Realized gains 280,835 -- -- -- -- --
Unrealized appreciation 4,317,012 -- 96,740 2,286 -- --
Transfers into Plan:
Citizens Utilities
Company Common Stock
Series B from the
LGS Employees' Savings
and Investment Plan 44,169,944 -- -- -- -- --
Contributions:
Employees 2,138,891 1,324,520 575,898 164,636 30,223 --
Employer 738,565 454,922 182,617 51,086 -- --
----------- ---------- ---------- -------- -------- ----------
Total contributions 2,877,456 1,779,442 758,515 215,722 30,223 --
----------- ---------- ---------- -------- -------- ----------
Net transfers - other (1,056,504) 1,456,968 (674,128) 273,664 -- --
Net transfers - loans (498,324) (124,520) 10,057 2,264 -- 610,523
Distributions (4,401,503) (1,102,432) (60,479) (35,568) -- --
Cancellation of loan notes -- -- -- -- -- (7,316)
Participants' contributions
used for life insurance
policy payments --- -- -- -- (30,223) --
----------- ---------- ---------- -------- -------- ----------
Changes in Plan Equity 45,688,916 2,748,248 130,770 484,887 -- 641,225
----------- ---------- ---------- -------- -------- ----------
Plan Equity, beginning
of year 8,611,903 6,800,714 1,390,343 -- -- 364,401
----------- ---------- ---------- -------- -------- ----------
Plan Equity, end of year $54,300,819 $9,548,962 $1,521,113 $484,887 $ -- $1,005,626
=========== ========== ========== ======== ======== ==========
</TABLE>
Independent Auditor's Consent
-----------------------------
The Board of Directors
Citizens Utilities Company:
We consent to incorporation by reference in the registration statement (No.
33-48683) on Form S-8 of Citizens Utilities Company of our report dated March
31, 1995, relating to the statements of plan equity of Citizens Utilities 401(k)
Employee Benefit Plan as of December 31, 1994 and 1993, and the related
statements of income and changes in plan equity and related schedules for each
of the years in the three-year period ended December 31, 1994, which report
appears in the December 31, 1994 annual report on Form 11-K of Citizens
Utilities 401(k) Employee Benefit Plan.
KPMG PEAT MARWICK LLP
New York, New York
June 27, `995
