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 Ended December 31, 1995
Citizens Utilities 401(k) Savings 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 by the duly
authorized undersigned thereunto duly authorized.
Date: June 27, 1996 By: Citizens Utilities Company,
Plan Administrator of the
Citizens Utilities 401(k)
Savings Plan
By: Livingston E. Ross
------------------
Livingston E. Ross
Vice President and Controller
<PAGE>
Citizens Utilities 401(k) Savings Plan
Index to Financial Statements and Schedules
Page
-----
Independent Auditors' Report 3
Financial Statements:
Statements of Plan Equity as of
December 31, 1995 and 1994 4
Statements of Income and Changes in Plan
Equity for the Years Ended
December 31, 1995, 1994 and 1993 5
Notes to Financial Statements 6-9
Schedules:
I - Investments as of December 31, 1995 10
II - Allocation of Plan Equity to Investment
Options as of December 31, 1995 and 1994 11-12
III - Allocations of Plan Income and Changes in
Plan Equity to Investment Options for the
Years Ended December 31, 1995, 1994 and 1993 13-15
IV - 5% Reportable Transactions for the Year Ended
December 31, 1995 16
Independent Auditors' Consent Exhibit 23
<PAGE>
Independent Auditors' Report
Citizens Utilities Company, Plan Administrator of the
Citizens Utilities 401(k) Savings Plan:
We have audited the financial statements of the Citizens Utilities 401(k)
Savings 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 Citizens Utilities 401(k) Savings
Plan at December 31, 1995 and 1994, and the income and changes in plan equity
for each of the years in the three-year period ended December 31, 1995 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.
/s/ KPMG PEAT MARWICK LLP
New York, New York
June 27, 1996
<PAGE>
<TABLE>
Citizens Utilities 401(k) Savings Plan
Statements of Plan Equity
December 31,
<CAPTION> ------------
1995 1994
-------- -----------
<S> <C> <C>
Assets
- ------
Investment:
Stock Fund - at market value
(Cost $8,418,006 in 1995 and $4,301,431 in 1994) $8,247,322 $4,035,479
Guaranteed Income Fund - at contract value 5,387,403 3,188,950
Equity Fund - at market value
(Cost $2,698,976 in 1995 and $871,290 in 1994) 3,310,371 853,531
Bond Fund - at market value
(Cost $527,125 in 1995 and $144,216 in 1994) 558,131 141,114
Cash and cash equivalents 324,489 3,282,253
Contributions receivable 961,845 528,199
Loans receivable 571,119 505,017
Other receivables 85,110 117,672
-------------
-------------
Total Assets $19,445,790 $12,652,215
------------- -------------
Liabilities and Plan Equity
- ---------------------------
Account Payable 22,733 36,293
Distributions Payable to Participants - 12,644
------------- -------------
Total Liabilities 22,733 48,937
-------------
=============
Plan Equity $19,423,057 $12,603,278
============= =============
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
Citizens Utilities 401(k) Savings Plan
Statements of Income and Changes in Plan Equity
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994 1993
---- ----- ----
<S> <C> <C> <C>
Investment Income:
Dividends $ 68,704 $ 120 $ 0
Interest 86,399 197,179 83,963
------------- -------------- -------------
Total Investment Income 155,103 197,299 83,963
Realized Gains (losses):
Stock Fund (38,910) 39,604 29,334
Guaranteed Income Fund 45,121 - -
Equity Fund 53,769 10,269 1,546
Bond Fund 5,442 (159) 14
------------- -------------- -------------
Total Realized Gains (losses) 65,422 49,714 30,894
Unrealized Appreciation (depreciation):
Stock Fund 602,488 (1,015,727) 341,686
Guaranteed Income Fund 235,255 195,220 0
Equity Fund 610,490 (27,187) 6,527
Bond Fund 29,576 (3,190) (355)
------------- -------------- -------------
Total Unrealized Appreciation
(depreciation) 1,477,809 (850,884) 347,858
Transfer into Plan:
GTE Hourly Savings Plan Assets 796,331 7,601,749 0
ALLTEL Savings Plan Assets 487,360 - -
------------- -------------- -------------
Total transfer into Plan 1,283,691 7,601,749 0
Contributions:
Employees 3,203,851 2,226,148 1,053,460
Employer 1,295,214 46,874 0
------------- -------------- -------------
Total Contributions 4,499,065 2,273,022 1,053,460
Distributions (656,754) (133,008) (27,524)
Participants' Contributions used for life
Insurance premium payments (4,557) (8,077) (9,909)
------------- -------------- -------------
Change in Plan Equity 6,819,779 9,129,815 1,478,742
Plan Equity, Beginning of Year 12,603,278 3,473,463 1,994,721
------------- -------------- -------------
Plan Equity, End of Year $19,423,057 $12,603,278 $3,473,463
============= ============== =============
</TABLE>
See accompanying notes to financial statements
<PAGE>
Citizens Utilities 401(k) Savings Plan
Notes to Financial Statements
Years Ended December 31, 1995, 1994 and 1993
(1) Summary of Significant Accounting Policies
-----------------------------------------
(a) Basis of Presentation
---------------------
The Citizens Utilities 401(k) Savings Plan (the "Plan") provides Participants
with the following 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.
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. certain telecommunications
operations in New York. Effective January 1, 1994, participants in the GTE
Hourly Savings Plan from the acquired GTE properties in West Virginia, Tennessee
and Utah became participants in the Plan. Assets of the GTE Hourly Savings Plan
totaling $4,556,969 were transferred to the Plan on August 30, 1994. Effective
July 1, 1994, participants in the GTE Hourly Savings Plan from the acquired GTE
Property in New York became participants in the Plan. Assets of the GTE Hourly
Savings Plan totaling $3,044,780 were transferred to the plan on November 2,
1994. Assets in the GTE Savings Plan, totaling $46,982 and $749,349 were
transferred to the plan on January 20, 1995 and May 17, 1995, respectively.
On November 29, 1994, Citizens and ALLTEL Corporation announced the signing of
definitive agreements pursuant to which Citizens agreed to acquire from ALLTEL
at a net purchase price of $282 million, approximately 110,000 local telephone
access lines and 7,000 cable television subscribers in eight states. From June
30, 1995 to December 31, 1995, approximately 93,000 local telephone access lines
and approximately 7,000 cable television subscribers were transferred to the
Company. On March 31, 1996, the remainder of the local telephone access lines
were transferred to the Company. Effective July 1, 1995, participants in the
ALLTEL Savings Plan from the acquired ALLTEL properties in West Virginia and
Oregon became participants in the Plans. Effective October 1, 1995, participants
in the ALLTEL Savings Plan from the acquired ALLTEL properties in Tennessee
became participants in the Plan. Effective November 1, 1995, participants in the
ALLTEL Savings Plan from the acquired ALLTEL properties in Arizona, New Mexico,
Utah and California became participants in the Plan. Effective January 1, 1996,
participants in the ALLTEL Savings Plan from the acquired ALLTEL properties in
California became participants in the Plan. Assets in the ALLTEL Savings Plan
totaling $475,810 and $11,550 were transferred to the Plan on October 17, 1995
and December 27, 1995, respectively.
(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 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 1995, 1994
and 1993 were 33,467, 8,688, and 2,966, respectively.
<PAGE>
(c) Guaranteed Income Fund
-----------------------
<TABLE>
Contributions to the Guaranteed Income Fund have been invested in the following
Guaranteed Income Contracts:
<CAPTION> Annual
Compound
Contribution Period Guaranteed Income Contract Issuer Maturity Date Rate of Return
------------------- --------------------------------- ------------- --------------
<S> <C> <C> <C>
PNC Bank Guaranteed
Various Investment Contract Fund N/A Various
11/1/95 to 6/30/96 Allstate Life Insurance Company 6/30/00 6.14%
1/18/95 Allstate Life Insurance Company 6/30/00 8.11%
9/08/94 New York Life Insurance Company 6/30/99 7.11%
John Hancock Mutual Life Insurance
7/1/94 to 6/30/95 Company 6/30/98 6.94%
Principal Mutual Life Insurance
7/1/93 to 6/30/94 Company 6/30/99 5.60%
Pacific Mutual Life Insurance
7/1/92 to 6/30/93 Company 6/30/97 7.30%
7/1/91 to 6/30/92 General American Life Insurance
Company 6/30/96 8.30%
</TABLE>
Participants in the Guaranteed Income Fund receive a blended interest rate
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.
(d) Equity Fund
-----------
Contributions to the Equity Fund 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. Prior to June 30, 1994, contributions were
invested in Capital Initiatives Equity Total Return Account Contract ("Equity
TRAC"). The Equity TRAC's balance was transferred to the Vanguard Index Trust
500 Portfolio as of June 30, 1994.
<PAGE>
(e) Bond Fund
---------
Contributions invested into the Bond Fund are invested in the GNMA Bond Fund
managed by the Vanguard Group. The GNMA Fund is primarily comprised of
securities backed by the "full faith and credit of the U.S. Government".
Dividends are received in cash and are reinvested in additional Bond Fund
shares.
(f) Life Insurance
--------------
Since 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 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 of the policies and cash surrender values of the
InterAmerican 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 paid by participants 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 for the term of the loan. 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
---------------------------
Plan contributions are deposited with PNC Bank, the Plan Trustee. Plan
administration costs are paid by the Company, the Plan Sponsor.
(3) Eligibility
------------
Employees of the Company or its subsidiaries whose terms and conditions of
employment are determined under collective bargaining agreements are entitled to
participate in the Plan. Enrollment dates are on January 1 and July 1 of each
year. At December 31, 1995 there were 1,681 employees eligible to participate in
the Plan and 1,586 are participating 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
continue to elect 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, 1995 the number
of accounts in each fund option was as follows:
Number of
Accounts
---------
Investment Option:
Stock Fund 1,424
Guaranteed Income Fund 1,260
Equity Fund 654
Bond Fund 288
Life Insurance 13
Loan Fund 205
Beginning July 1, 1994, certain bargaining units are entitled to receive a
Company contribution equal to 50% of the first 6% of each Participant's
compensation (as defined by the Plan). Company contributions are invested
entirely in the Stock fund.
(5) Vesting
--------
Participants are at all times fully vested in their own contributions and the
allocated earnings thereon. Participants eligible for Company contributions
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
Contributions 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%
Non-vested forfeited Company contribution are used to reduce future Company
contributions. Company contributions of $658 deposited in the Stock Fund were
forfeited in 1995. There were no forfeitures in 1994.
(6) Termination of Plan
--------------------
The Company's Board of Directors has the right under the terms of the Plan to
discontinue contributions at any time and to terminate the Plan, subject to
limitations under collective bargaining agreements and 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.
(8) Federal Income Tax
-------------------
The Plan is considered to be 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 determination
letter has been requested from the Internal Revenue service confirming such
status.
<PAGE>
Schedule I
Citizens Utilities 401(k) Savings Plan
Investments
December 31, 1995
Cost or Market or
Number of Contract Contract
Shares Value Value
-------------- -------------- --------------
Stock Fund
- ----------
Citizens Utilities Company
Common Stock Series B 646,849 $ 8,418,006 $ 8,247,322
============== ============== ============
Guaranteed Income Fund $ 5,387,403 $ 5,387,403
- ---------------------- ============== =============
Equity Fund
- -----------
Vanguard Index Trust Fund 57,472 $ 2,698,976 $ 3,310,371
============== ============== ============
Bond Fund
- ---------
Vanguard GNMA Fund 53,512 $ 527,125 $ 558,131
============== ============== ============
<PAGE>
Schedule II
<TABLE>
Citizens Utilities 401(k) Savings Plan
Allocation of Plan Equity to Investment Options
December 31, 1995
<CAPTION>
Insurance or
Guaranteed Disbursement Loan
Stock Fund Income Fund Equity Fund Bond Fund Fund Fund
-------------- --------------- -------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Stock Fund
at market value $ 8,247,322 $ $ $ $ $
- - - - -
Investment in Guaranteed
Income Fund - at contract
value - 5,387,403 - - - -
Investment in Equity Fund
at market value - - 3,310,371 - - -
Investment in Bond Fund
at market value - - - 558,131 - -
Cash and cash equivalents 324,489 - - - - -
Contributions receivable 771,231 96,952 76,251 17,411 - -
Loans receivable - - - - - 571,119
Other receivables 11,240 7,964 42,682 491 - 22,733
-------------- -------------- -------------- ------------- ------------- -------------
Total Assets 9,354,282 5,492,319 3,429,304 576,033 - 593,852
-------------- -------------- -------------- ------------ ------------- ------------
Liabilities:
Accounts payable - - - 22,733
Total Liabilities - - - - - 22,733
-------------- -------------- ------------- ------------- ------------- ------------
Plan Equity $ 9,354,282 $ 5,492,319 $ 3,429,304 $ 576,033 $ - $ 571,119
============= ============== ============== ============ ============= ============
</TABLE>
<PAGE>
Schedule II-1
<TABLE>
Citizens Utilities 401(k) Savings Plan
Allocation of Plan Equity to Investment Options
December 31, 1994
<CAPTION>
Insurance or
Guaranteed Disbursement Loan
Stock Fund Income Fund Equity Fund Bond Fund Fund Fund
-------------- --------------- -------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Stock Fund
at market value $ 4,035,479 $ $ $ $ $
- - - - -
Investment in Guaranteed
Income Fund - at contract
value - 3,188,950 - - - -
Investment in Equity Fund
at market value - - 853,531 - - -
Investment in Bond Fund
at market value - - - 141,114 - -
Cash and cash equivalents 1,557,752 810,346 728,312 185,843 - -
Contributions receivable 282,448 154,119 71,108 20,524 - -
Loans receivable - - - - - 505,017
Other receivables 25,215 39,808 17,378 1,332 - 33,939
-------------- -------------- -------------- ------------- ------------- -------------
Total Assets 5,900,894 4,193,223 1,670,329 348,813 - 538,956
-------------- -------------- -------------- ------------ ------------- ------------
Liabilities:
Accounts payable - - 2,354 33,939
Distribution Payable
to Participants 66 12,578 - - - -
-------------- -------------- ------------- ------------- ------------- ------------
Total Liabilities 66 12,578 - - 2,354 33,939
-------------- -------------- ------------- ------------- ------------- ------------
Plan Equity $ 5,900,828 $ 4,180,645 $ 1,670,329 $ 348,813 $ (2,354) $ 505,017
============= ============== ============== ============ ============= ============
</TABLE>
<PAGE>
<TABLE>
Schedule III
Citizens Utilities 401(k) Savings Plan
Allocation of Plan Income and Changes in Plan Equity
To Investment Options
Year Ended December 31, 1995
<CAPTION>
Guaranteed Insurance
Stock Fund Income Fund Equity Fund Fund Bond Fund Loan Fund
------------ ------------ ------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ - $ 102 $ 68,462 $ - $ 140 $
Interest 13,805 35,282 3,244 - 30,634 3,434
Realized gains (losses) (38,910) 45,121 53,769 - 5,442 -
Unrealized appreciation
(depreciation) 602,488 235,255 610,490 - 29,576 -
Transfer into Plan:
GTE Hourly Savings
Plan Assets 449,640 156,568 89,200 - 19,707 81,216
ALLTEL Savings Plan 295 487,065 - - - -
Contributions:
Employees 1,482,406 1,038,789 546,167 - 136,489 -
Employer 1,193,502 37,686 50,181 - 13,845 -
-------------- -------------- ------------- ----------- ------------ ---------------
Total Contributions 2,675,908 1,076,475 596,348 - 150,334 -
Net transfers - other (131,184) (566,379) 441,062 2,354 28,301 225,846
Net transfers - loans 112,313 94,964 25,741 - 4,711 (237,729)
Distribution (226,310) (252,660) (129,569) - (41,550) (6,665)
Participants' contributions
insurance used for life
policy payments (4,591) (119) 228 - (75) -
-------------- ------------- ------------- ----------- ------------ ---------------
Change in Plan Equity 3,453,454 1,311,674 1,758,975 2,354 227,220 66,102
-------------- ------------- ------------- ----------- ------------ ---------------
Plan Equity, beginning of
year 5,900,828 4,180,645 1,670,329 (2,354) 348,813 505,017
------------ ------------- --------------- ----------- ------------ ---------------
Plan Equity, end of year $ 9,354,282 $ 5,492,319 $ 3,429,304 $ - $ 576,033 $ 571,119
============ ============= ============= =========== ============ ===============
</TABLE>
<PAGE>
<TABLE>
Schedule III-1
Citizens Utilities 401(k) Savings Plan
Allocation of Plan Income and Changes in Plan Equity
To Investment Options
Year Ended December 31, 1994
<CAPTION>
Guaranteed Bond Insurance
Stock Fund Income Fund Equity Fund Fund Fund Loan Fund
------------ ------------ ------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ - $ - $ 120 $ - $ - $ -
Interest 21,977 105,415 22,272 4,332 28,764 14,419
Realized gains (losses) 39,604 - 10,269 (159) - -
Unrealized appreciation
(depreciation) (1,015,727) 195,220 (27,187) (3,190) - -
Transfer into Plan:
GTE Hourly Savings
Plan Assets 3,475,215 2,131,620 1,313,457 243,266 - 438,191
Contributions:
Employees 1,192,647 708,752 251,258 65,414 8,077 -
Employer 46,874 - - - - -
-------------- -------------- ------------- ----------- ------------ ---------------
Total Contributions 1,239,521 708,752 251,258 65,414 8,077 -
Net transfers - other 189,232 39,675 (22,380) (13,873) (132,049) (60,605)
Net transfers - loans 18,596 (71,642) 3,598 1,410 - 48,038
Distribution (47,716) (83,618) (1,483) (191) - -
Participants' contributions
insurance used for life
policy payments - - - - (8,077) -
-------------- ------------- ------------- ----------- ------------ ---------------
Change in Plan Equity 3,920,702 3,025,422 1,549,924 297,009 (103,285) 440,043
-------------- ------------- ------------- ----------- ------------ ---------------
Plan Equity, beginning of
year 1,980,126 1,155,223 120,405 51,804 100,931 64,974
------------ ------------- --------------- ----------- ------------ ---------------
Plan Equity, end of year $ 5,900,828 $ 4,180,645 $ 1,670,329 $ 348,813 $ (2,354) $ 505,017
============ ============= ============= =========== ============ ===============
</TABLE>
<PAGE>
<TABLE>
Schedule III-2
Citizens Utilities 401(k) Savings Plan
Allocation of Plan Income and Changes in Plan Equity to Investment Options
December 31, 1993
<CAPTION>
Guaranteed Equity Bond Insurance Loan
Stock Fund Income Fund Fund Fund Fund Fund
-------------- ------------- -------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ - $ - $ - $ - $ - $ -
Interest - 79,392 175 2,348 69 1,979
Realized gains (losses) 29,334 - 1,546 14 - -
Unrealized appreciation
(depreciation) 341,686 - 6,527 (355) - -
Employees contributions 550,024 410,270 65,244 22,392 5,530 -
Net transfers - other 79,077 (64,278) (12,474) (2,325) - -
Net transfers - loans (18,569) (42,445) (2,058) 77 - 62,995
Distribution (6,026) (19,368) (1,992) (138) - -
Participants' contributions
used for life insurance
policy payments - - - - (9,909) -
------------ ------------- ------------- ----------- ------------- --------------
Change in Plan Equity 975,526 363,571 56,968 22,013 (4,310) 64,974
-------------- -------------- ------------- ------------- ------------- -------------
Plan Equity, beginning of
year 1,004,600 791,652 63,437 29,791 105,241 -
-------------- ------------- ------------- ----------- ------------- -------------
Plan Equity, end of year $ 1,980,126 $ 1,155,223 $ 120,405 $ 51,804 $ 100,931 $ 64,974
============ ============= ============= =========== ============= =============
</TABLE>
<PAGE>
<TABLE>
Schedule IV
Citizens Utilities 401(K) Savings Plan
5% Reportable Transactions
Series Of Transactions In The Same Security
For Plan Year Ended December 31, 1995
<CAPTION>
Current Value
of Asset on
Number of Transaction Net Gain
Description of Asset Transactions Purchase Price Selling Price Cost of Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
Vanguard GNMA 69 $ 478,238 $ - $ 478,238 $ 478,238 $ -
Vanguard GNMA 51 - 96,239 90,797 96,239 5,442
Vanguard Index Trust 107 2,136,958 - 2,136,958 2,136,958 -
Vanguard Index Trust 75 - 344,503 290,734 344,503 53,769
Citizens Utilities Company
Series B Common Stock 18 3,845,065 - 3,845,065 3,845,065 -
Citizens Utilities Company
Series B Common Stock 8 - 178,962 198,211 178,932 (19,279)
Investment Contract Fund 68 2,191,599 - 2,191,599 2,191,599 -
Investment Contract Fund 98 - 1,788,505 1,743,384 1,788,505 45,121
PNC Short Term
Investment Fund 134 5,044,402 - 5,044,402 5,044,402 -
PNC Short Term 187 - 4,769,713 4,769,713 4,769,713 -
Investment Fund
John Hancock 8 803,531 - 803,531 803,531 -
John Hancock 1 - 120,504 120,504 120,504 -
Allstate 12 652,769 - 652,769 652,769 -
Allstate 2 - 20,161 20,161 20,161 -
</TABLE>
Independent Auditors' Consent
The Board of Directors
Citizens Utilities Company:
We consent to incorporation by reference in the registration statement (No.
33-37602) on Form S-8 of Citizens Utilities Company of our report dated June 27,
1996, relating to the statements of plan equity of the Citizens Utilities 401
(k) Savings Plan as of December 31, 1995 and 1994 and the related statements of
income and changes in plan equity and related schedules for each of the years
then ended, which report appears in the December 31, 1995 annual report on
Form 11-K of Citizens Utilities 401(k) Savings Plan.
/s/ KPMG PEAT MARWICK LLP
New York, New York
June 27, 1996
