CITIZENS UTILITIES CO
8-K, 1997-08-08
ELECTRIC & OTHER SERVICES COMBINED
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                 Date of Report:
                                 August 7, 1997
                  (Date of earliest event reported)




                           CITIZENS UTILITIES COMPANY
               (Exact name of Registrant as specified in charter)



          Delaware                    001-11001              06-0619596
(State or other jurisdiction   (Commission File Number)   (IRS Employer
      of incorporation)                                   Identification No.)



High Ridge Park, P.O. Box 3801, Stamford, Connecticut        06905
- -----------------------------------------------------        -----
(Address of principal executive offices)                   (Zip Code)



                                 (203) 329-8800
               (Registrant's telephone number, including area code)


                           No change since last report
             (Former name or address, if changed since last report)


<PAGE>




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        August 7, 1997.

                  99.2  Financial and operating data




<PAGE>


                                   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 UTILITIES COMPANY
                                           Registrant




                                           By:/s/ Livingston E. Ross
                                           Vice President and Controller




Date:    August 7, 1997


                                                            Exhibit 99.1
For additional information contact: Arthur Dague
                                    (203) 329-5094
                                    [email protected]

                CITIZENS UTILITIES ANNOUNCES 1997 SECOND-QUARTER
                              AND SIX-MONTH RESULTS

         Stamford,  Connecticut,  August 7,  1997 --  Citizens  Utilities'  vice
         ----------------------------------------
president and treasurer,  Robert J. DeSantis,  announced today that earnings and
earnings  per share for the three months and six months ended June 30, 1997 were
impacted  by the  company's  telecommunications  expansion  strategy,  which has
recently been modified, and by $135 million of non-recurring  after-tax charges.
Mr.  DeSantis  explained  that actions taken by Citizens in connection  with the
modification of its  telecommunications  strategy have already reduced  expenses
and improved earnings and earnings per share performance and will continue to do
so in the second half of this year.
         Mr.   DeSantis   said  that  the  actions   already   taken  include  a
restructuring expected to reduce operating expenses by approximately $70 million
annually and a significant $175 million  reduction to the company's 1997 capital
expenditure program.
         Mr. DeSantis  explained that the operating  expense savings  associated
with the  restructuring,  which primarily  affects the company's  Communications
Sector, relate to workforce and benefit reductions,  call center consolidations,
sales  office  closings  and a  reconfiguration  of the  company's  network cost
structure through new carrier contracts and network design.
         The  capital  expenditure  reductions  primarily  affect the  company's
Communications Sector resulting from a reconsideration of expenditure levels due
to the  curtailment of certain long distance  service  operations and recent FCC
orders.
                                   (more)
Page Two

         Mr.  DeSantis  reported  that for the three months ended June 30, 1997,
the company's net income,  excluding  non-recurring  charges, was $11.6 million.
Including the charges,  the company incurred a loss of $123.6 million.  Earnings
per share,  excluding  the charges,  were 5 cents.  Including  the charges,  the
company's per share loss was 51 cents.
         For  the  six  months  ended  June  30,  1997,  net  income,  excluding
non-recurring  charges,  was $41.8 million.  Including the charges,  the company
incurred a loss of $93.4 million. Earnings per share, excluding the charges, was
17 cents. Including the charges, the company's per share loss was 39 cents.
         Mr. DeSantis summarized the $197.3 million of non-recurring  charges as
follows:  $34.6  million  for  curtailment  of  certain  long  distance  service
operations;  $36.9 million for benefit plan curtailments and related  regulatory
assets  no longer  deemed  recoverable;  $63.8  million  for  telecommunications
information systems and software;  $45 million for regulatory  commission orders
issued in the second quarter; and $17 million for other miscellaneous items.
         "Although earnings  performance for the first half of 1997 was affected
by the company's expansion of long distance service into adjacent markets and by
non-recurring  charges, the actions we commenced in the second quarter to reduce
expenses and improve earnings had a positive effect on the company's results for
the month of June,"  said Mr.  DeSantis.  "Based on  improved  operating  income
trends experienced by our Communications  Sector in the months of June and July,
the actions we have taken have already benefited Citizens' financial performance
and will become apparent to investors beginning with the company's third-quarter
financial  results," Mr. DeSantis added.  "It is management's  expectation  that
these upward trends will continue in both the third and fourth  quarters of 1997
and beyond."
         Additionally, Mr. DeSantis reiterated the company's intention to 
monetize  the value of its  subsidiary,  Electric  Lightwave,  Inc.,  through an
equity sale.  Mr.  DeSantis  stated that "our  expectation  is that this will be
accomplished  before  year end and will not only  generate  significant  capital
expenditure  funding but also a non-recurring  gain to offset the  non-recurring
charge taken in the second quarter."
                                   (more)
Page Three

         Citizens    Utilities    (NYSE:    CZNA,    CZNB,    CZNPr)    provides
telecommunications  and public  utility  services to  approximately  1.6 million
customers in 20 states. Citizens Communications is an integrated  communications
providers offering local telephone, long distance,  cellular,  paging, Internet,
network sales and other telecommunications  products and services. Citizens also
has  investments  in  Centennial  Cellular  Corp.  (NASDAQ:  CYCL) and Hungarian
Telephone  and Cable Corp.  (ASE:  HTC) and owns  Electric  Lightwave,  Inc.,  a
leading  competitive  provider of communications  services for business and long
distance carriers in the western United States.
         For more  information  about  Citizens,  please  visit  our web site at
http://www.czn.net.

         This press  release  contains  forward-looking  statements  relating to
future expenses,  capital expenditures,  revenues,  charges and earnings.  These
statements may differ from actual future results due to, but not limited to, the
actual effects of the restructuring, reduction in capital expenditures and other
actions described herein,  changes in the local and overall economy,  the nature
and pace of technological change, the number and effectiveness of competitors in
the  company's  markets,  success in  marketing  and  selling  expenditures  and
efforts,  weather  conditions,  changes  in legal and  regulatory  policy,  name
recognition,  and the mix of  products  and  services  offered in the  company's
target  markets.  Investors  may wish to  consider  these  important  factors in
evaluating any statements herein.




                                                               (table follows)

<PAGE>







Page Four

                             Citizens Utilities Company and Subsidiaries
                                     Consolidated Financial Data
                                             (unaudited)
<TABLE>
<CAPTION>
                                                                         For the quarter             For the six
                                                                                 ended                  months ended
                                                                                June 30,                  June 30,
                                                                   -----------------------------------------------------------------

(Dollars in thousands)                                                   1997              1996             1997               1996
                                                                   -----------------------------------------------------------------
                                                               
<S>                  <C>
Income Statement Data(1)
Revenues                                                         $   326,908       $   318,127      $    699,400        $    647,265

Natural gas, electric energy and fuel oil purchased                   42,590            50,618           123,349             118,979

Sales and marketing expenses                                          16,571            12,212            30,705              17,548

Network expenses                                                      28,110            14,360            57,204              22,139

Depreciation and amortization                                         58,013            47,199           114,579              94,229

Other operating expenses                                             148,655           119,656           278,513             249,296

Operating income                                                      32,969            74,082            95,050             145,074

Non-recurring charges                                                191,090                --           191,090                  --

Operating income/(loss) including non-recurring charges             (158,121)            74,082          (96,040)            145,074

Investment and other income                                           11,327            17,776            23,611              28,823

Interest expense                                                      26,950            22,644            53,966              44,647

Other non-recurring charges                                            6,230                --             6,230                  --
                                                                                                                  
Income taxes                                                         (57,949)            21,584          (42,322)             41,511

Convertible preferred dividends                                        1,552             1,379             3,104               2,632

Net income /(loss)                                                  (123,577)            46,251          (93,407)             85,107
Net income excluding non-recurring charges                            11,587            46,251            41,757              85,107

                                                                                                    
                                                                                                            
Earnings/(loss) per share  (2)                                     $    (.51)        $     .19          $  (.39)             $   .35
                                                                            
Earnings per share excluding non-recurring charges                 $     .05         $     .19          $   .17              $   .35
                                                                                           
Weighted average shares outstanding (2)                              243,708           246,676           242,133             245,225


</TABLE>


(1) In the second  quarter of 1997,  the  company  recorded  certain  charges to
earnings totaling  approximately $197 million. The charges relate to curtailment
of certain long  distance  service  operations,  benefit plan  curtailments  and
related  regulatory  assets no  longer  deemed  recoverable,  telecommunications
information  systems and software,  regulatory  commission  orders issued in the
second quarter and other miscellaneous items.

(2)  Adjusted for subsequent stock dividends.



                                                       Exhibit 99.2
<TABLE>
<CAPTION>
 
                                Citizens Utilities Company and Subsidiaries
                                -------------------------------------------
                                        Consolidated Financial Data
                                        ---------------------------
                                               (unaudited)

                                                           For the quarter ended        For the six months ended
                                                                  June 30,                       June 30,
                                                         --------------------------  -----------------------------
(Dollars in thousands)                                      1997     1996   %Change      1997      1996    %Change
                                                         --------------------------  -----------------------------
Income Statement Data(1)
- ------------------------
<S>                                                    <C>        <C>           <C> <C>         <C>            <C>        
Revenues                                               $ 326,908  $318,127      3%  $  699,400  $ 647,265      8%         
Natural gas, electric energy and fuel oil purchased       42,590    50,618    -16%     123,349    118,979      4%
Sales and marketing expenses                              16,571    12,212     36%      30,705     17,548     75%        
Network expenses                                          28,110    14,360     96%      57,204     22,139    158%
Depreciation and amortization                             58,013    47,199     23%     114,579     94,229     22%
Other operating expenses                                 148,655   119,656     24%     278,513    249,296     12%
Operating income                                          32,969    74,082    -55%      95,050    145,074    -34%
Nonrecurring charges                                     191,090         -             191,090          -      
Operating income/(loss) including nonrecurring charges  (158,121)   74,082   -313%     (96,040)   145,074   -166%      
Investment and other income                               11,327    17,776    -36%      23,611     28,823    -18%
Interest expense                                          26,950    22,644     19%      53,966     44,647     21%
Other nonrecurring charges                                 6,230         -               6,230          -
Income taxes                                             (57,949)   21,584   -368%     (42,322)    41,511   -202%
Convertible preferred dividends                            1,552     1,379     13%       3,104      2,632     18%
Net income/(loss)                                       (123,577)   46,251   -367%     (93,407)    85,107   -210%
Net income excluding nonrecurring charges                 11,587    46,251    -75%      41,757     85,107    -51%               
                       
Cash Flow and Capital Expenditure Data
- --------------------------------------
EBITDA (2)                                              $102,311  $139,057    -26%  $  233,242 $  268,126    -13%
Cash flow from operations                                 37,463    76,823    -51%     101,555    149,813    -32%
Capital expenditures                                     119,764    66,307     81%     193,532    108,939     78%
Free cash flow                                           (82,301)   10,516   -883%     (91,977)    40,874   -325%

Select Balance Sheet Data
- -------------------------
Cash and investments                                                                $  461,528 $  473,758     -3%
Total assets                                                                         4,439,595  4,168,306      7%
Net plant                                                                            3,278,372  2,985,790     10%
Long-term debt                                                                       1,557,155  1,366,749     14%
Equity (3)                                                                           1,769,859  1,814,248     -2%
Shares of common stock outstanding                                                     245,117    232,698      5%
Weighted average shares outstanding (4)                                                242,133    245,225     -1%

Per-Share Data(4)
- -----------------
Earnings/(loss) per share                                $  (.51)     $ .19   -378%     $ (.39)     $ .35    -211%
Earnings per share excluding nonrecurring charges        $   .05      $ .19    -77%     $  .17      $ .35     -50%
Operating cash flow per share                            $   .15      $ .31    -51%     $  .42      $ .64     -34%  
Book value per share                                                                    $ 6.48      $6.54      -1%

Other Financial Data
- -------------------
EBITDA margin                                                 31%       44%                 33%        41%
Long-term debt to long-term debtand equity                                                  47%        43%
Interest coverage (5)                                        3.8x      6.1x              $ 4.3x     $ 6.0x
Common equity market capitalization(in billions)                                         $ 2.3      $ 2.7 
Equity market capitalization(in billions)(6)                                             $ 2.4      $ 2.9
Market capitalization (in billions)(7)                                                   $ 4.0      $ 4.3
</TABLE>


(1)  In the second quarter of 1997, the Company recorded certain charges to
     earnings totalling approximately $197 million. The charges relate primarily
     to certain assets deemed no longer recoverable, the effects of certain
     regulatory commission orders and the cutback of certain long distance
     service operations.  Intercompany transactions have been eliminated for the
     consolidated income statement data.
(2)  Earnings before  interest, income taxes, depreciation and amortization.
     Earnings excludes $197 million of nonrecurring  charges made in the second
     quarter 1997.
(3)  Includes convertible preferred securities and the impact of  $197 of
     nonrecurring charges made in the second quarter 1997.
(4)  Adjusted for subsequent stock dividends.
(5)  EBITDA divided  by  interest  expense.  EBITDA excludes $197 million of
     nonrecurring noncash charges made in the second quarter 1997.
(6)  Includes market value of convertible preferred securities.
(7)  Equity market capitalization plus market value of long-term debt.
Note:  
Quarter ended information is not presented where it is the same as year to date.
                                     PAGE 1
<PAGE>
<TABLE>
<CAPTION>


                                            Citizens Utilities Company and Subsidiaries
                                            -------------------------------------------
                                                 Sector Financial and Operating Data
                                                 -----------------------------------

`                                                      For the quarter ended           For the six months ended
                                                              June 30,                          June 30,
                                                    -------------------------------   ------------------------------
(Dollars in thousands, except operating data)           1997        1996    %Change      1997        1996     %Change
                                                    -------------------------------   ------------------------------
Citizens Communications (1)
- ----------------------------
Select Income Statement Data
- ----------------------------
<S>                                                   <C>       <C>          <C>    <C>         <C>            <C>
Revenues
Network access services (2)                           $ 111,008  $  107,780     3%   $  224,261  $  208,443      8%
Local network services                                   62,705      59,790     5%      123,580     115,338      7%
Long distance service (3)                                25,950      10,615   144%       52,127      18,828    177%
Directory                                                 8,066       7,693     5%       15,568      14,809      5%
Other (4)                                                15,682      16,793    -7%       26,087      27,852     -6%
Total revenues                                          223,411     202,671    10%      441,623     385,270     15%
Sales and Marketing expenses (5)                         17,547      12,212    44%       31,681      17,548     81%
Network expenses (6)                                     33,958      14,567   133%       69,287      23,193    199%
Depreciation and amortization                            45,488      36,670    24%       89,431      73,213     22%
Operating and maintenance expenses  (7)                 112,711      87,112    29%      210,689     174,329     21%
Operating income                                         13,707      52,110   -74%       40,535      96,987    -58%
Nonrecurring charges                                    156,239          -              156,239          - 
Operating income/(loss) 
     including nonrecurring charges                    (142,532)     52,110  -374%     (115,704)     96,987   -219%

Cash Flow and Capital Expenditure Data
- --------------------------------------
Operating cash flow (8)                               $  59,195  $   88,780   -33%   $  129,966  $  170,200    -24%
Capital expenditures                                     89,271      46,140    93%      145,118      75,652     92%
Free cash flow (9)                                      (30,076)     42,640  -171%      (15,152)     94,548   -116%

Select Balance Sheet Data
- -------------------------
Total assets                                                                         $2,534,321  $2,209,292     15%
Net plant                                                                            $2,099,245  $1,888,308     11%

Operating Data
- --------------
Access lines                                                                            858,654     820,607      5%
Long distance customers - in territory                                                  211,806     109,000     94%
                        - out of territory                                               26,552      23,000     15%
                        - total                                                         238,358     132,000     81%
</TABLE>

(1)  Citizens Communications includes Telecommunications and Electric Lightwave,
     Inc.
(2)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $8,939 and $736 for the second quarter
     ended 1997 and 1996, respectively; $16,386 and $1,054 for the six months
     ended 1997 and 1996, respectively.
(3)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $900 and ($529) for the second quarter
     ended 1997 and 1996, respectively; $1,800 for the six months ended 1997.
(4)  Includes  transactions between the Company's long distance operations and
     its local exchange operations of $1,215 for the second quarter ended 1996
     and for the six months ended 1996.
(5)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $976 for the second quarter ended 1997 and
     for the six months ended 1997.
(6)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $5,848 and $207 for the second quarter
     ended 1997 and 1996, respectively; $12,083 and $1,054 for the six months
     ended 1997 and 1996, respectively.
(7)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $3,015 and $1,215 for the second quarter
     ended  1997 and 1996, respectively; $5,127 and $1,215 for the six months
     ended 1997 and 1996,respectively.
(8)  Operating income plus depreciation.
(9)  Operating cash flow less capital expenditures.
Note:  
Quarter ended information is not presented where it is the same as year to date.

                                     PAGE 2
<PAGE>
<TABLE>
<CAPTION>


        
                                            Citizens Utilities Company and Subsidiaries
                                            -------------------------------------------
                                                 Sector Financial and Operating Data
                                                 -----------------------------------
                                                       For the quarter ended           For the six months ended
                                                                June 30,                          June 30,
                                                    -------------------------------   ------------------------------
(Dollars in thousands, except operating data)           1997        1996    %Change      1997        1996     %Change
                                                    -------------------------------   ------------------------------
Citizens Public Services
- ------------------------
Select Income Statement Data
- ----------------------------
<S>                                                <C>             <C>       <C>    <C>          <C>          <C>
Revenues
Residential distribution                            $    60,608    $ 61,187    -1%   $  157,896   $ 147,228      7%
Commercial distribution                                  27,351      26,803     2%       64,570      59,883      8%
Industrial distribution                                  16,990      20,771   -18%       36,337      41,473    -12%
Municipal distribution                                    2,765       2,547     9%        6,115       5,397     13%
Total distribution                                      107,714     111,308    -3%      264,918     253,981      4%
Transportation/Transmission                               1,068         964    11%        2,693       2,583      4%
Other                                                     4,554       4,607    -1%        8,352       7,700      8%
Total revenues                                          113,336     116,879    -3%      275,963     264,264      4%
Natural gas, electric energy and fuel oil purchased      42,590      50,618   -16%      123,349     118,979      4%
Depreciation and amortization                            12,524      10,529    19%       25,147      21,016     20%
Operating and maintenance expenses                       38,961      33,759    15%       72,953      76,182     -4%
Operating income                                         19,261      21,973   -12%       54,514      48,087     13%
Nonrecurring charges                                     34,851           -              34,851           -
Operating income/(loss) 
     including nonrecurring charges                     (15,590)     21,973  -171%      (19,663)     48,087    -59%

Cash Flow and Capital Expenditure Data
- --------------------------------------
Operating cash flow (1)                               $  31,785  $   32,502    -2%   $   79,661  $   69,103     15%
Capital expenditures                                     20,077      17,425    15%       32,687      28,821     13%
Free cash flow (2)                                       11,708      15,077   -22%       46,974      40,282     17%

Select Balance Sheet Data
- -------------------------
Total assets                                                                         $1,366,748  $1,313,772      4%
Net plant                                                                             1,103,478   1,065,388      4%

Operating Data
- --------------
Customers                                                                               774,493     761,800      2%
</TABLE>

(1)  Operating income plus depreciation.
(2)  Operating cash flow less capital expenditures.
Note: 
Quarter ended information is not presented where it is the same as year to date.
   
                                     PAGE 3

<PAGE>
<TABLE>
<CAPTION>

          
                                                Citizens Utilities Company and Subsidiaries
                                                -------------------------------------------
                                                   Financial and Operating Data by Service
                                                   ---------------------------------------

`                                                          For the quarter ended         For the six months ended
                                                                   June 30,                   June 30,
                                                       ----------------------------   -----------------------------
(Dollars in thousands, except operating data)               1997      1996  %Change      1997      1996     %Change
                                                       ----------------------------   -----------------------------
Citizens Communications
- -----------------------

Telecommunications
- ------------------
Select Income Statement Data
- ----------------------------
<S>                                                   <C>         <C>         <C>      <C>       <C>          <C>
Revenues
Network access services (1)                            $   98,535  $ 101,434    -3%    $ 202,414  $ 196,751      3%
Local network services                                     61,816     59,371     4%      121,788    114,612      6%
Long distance service (2)                                  25,485     10,545   142%       51,373     18,742    174%
Directory                                                   8,066      7,693     5%       15,568     14,809      5%
Other (3)                                                  15,257     16,762    -9%       25,381     27,504     -8%
Total revenues                                            209,159    195,805     7%      416,524    372,418     12%
Sales and marketing expenses (4)                           13,857      9,170    51%       25,086     13,228     90%
Network expenses (5)                                       26,267     11,203   134%       56,140     16,973    231%
Depreciation and amortization                              43,397     36,603    19%       84,818     71,458     19%
Operating and maintenance expenses (6)                    101,944     83,420    22%      192,339    164,421     17%
Operating income                                           23,694     55,409   -57%       58,141    106,338    -45%
Nonrecurring charges                                      152,963          -             152,963          -      
Operating income/(loss) including nonrecurring charges   (129,269)    55,409   333%      (94,822)   106,338   -189%
Operating margin excluding nonrecurring charge                 11%        28%                 14%        29%

Cash Flow and Capital Expenditure Data
- --------------------------------------
Operating cash flow (7)                                $   67,091  $  92,012   -27%   $  142,959 $  177,796    -20%
Capital expenditures                                       59,903     42,919    40%      110,055     64,684     70%
Free cash flow (8)                                          7,188     49,093   -85%       32,904    113,112    -71%

Select Balance Sheet Data
- -------------------------
Total assets                                                                          $2,309,286 $2,061,516     12%
Net plant                                                                             $1,878,446 $1,751,167      7%

Operating Data
- --------------
Access lines                                                                             858,654    820,607      5%
Long distance         - in territory                                                     211,806    109,000     94%
                      - out of territory                                                  26,552     23,000     15%
                      - total                                                            238,358    132,000     81%
 
Revenue per access line                                $      244  $     239     2%    $     485   $    454      7%
In-territory toll minutes of use 
     (in millions)                                          1,077      1,078     -         2,184      2,103      4%

Citizens' long distance minutes of use 
     (in millions)                  - in territory            106         45   136%          199         73    173%
                                    - out of territory        103         29   253%          206         53    288%
                                    - total long distance     209         74   182%          405        126    221%

Citizens' in-territory long distance market share                                            18%         9%   

</TABLE>

(1)  Includes  transactions  between the Company's long distance  operations and
     its local exchange operations of $8,044 and $541 for the second quarters
     ended  1997 and 1996, respectively; $14,696 and $712 for the six months
     ended 1997 and 1996, respectively.
(2)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $900 for the second quarter ended 1997
     and $1,800 for the six months ended 1997.
(3)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $1,215 for the second quarter ended 1996
     and for the six months ended 1996.
(4)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $976 for the second quarter ended 1997 and
     for the six months ended 1997.
(5)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $4,953 and $183 for the second quarter
     ended 1997 and 1996, respectively; $10,393 and $712 for the six months
     ended 1997 and 1996, respectively.
(6)  Includes transactions between the Company's long distance operations and
     its local exchange operations of $3,015 and $1,215 for the second quarter
     ended 1997 and 1996, respectively; $5,127 and $1,215 for the six months
     ended 1997 and 1996, respectively.
(7)  Operating income plus depreciation.
(8)  Operating cash flow less capital expenditures.   
Note:  
Quarter ended information is not presented where it is the same as year to date.
                                     PAGE 4
<PAGE>
<TABLE>
<CAPTION>
                               
                                                           Citizens Utilities Company and Subsidiaries
                                                           -------------------------------------------
                                                             Financial and Operating Data by Service
                                                             ---------------------------------------
                                                          For the quarter ended           For the six months ended
                                                                June 30,                          June 30,
                                                       ----------------------------   ------------------------------
(Dollars in thousands, except operating data)               1997      1996  %Change       1997      1996     %Change
                                                       ----------------------------   ------------------------------
Citizens Communications
- -----------------------

Electric Lightwave, Inc.(1)
- ---------------------------
Select Income Statement Data
- ----------------------------
<S>                                                    <C>        <C>         <C>     <C>        <C>          <C>
Revenues
Network access services  (2)                            $  12,473  $  6,346     97%    $ 21,847  $  11,692      87%
Local network services                                        889       419    112%       1,792        726     147%
Long distance service                                         465        70    564%         754         86     777%
Other                                                         425        31   1271%         706        348     103%
Total revenues                                             14,252     6,866    108%      25,099     12,852      95%
Sales and marketing expenses                                3,690     3,042     21%       6,595      4,320      53%
Network expenses  (2)                                       7,691     3,364    129%      13,147      6,220     111%
Depreciation and amortization                               2,091        67   3021%       4,613      1,755     163%
Operating and maintenance expenses                         10,767     3,692    192%      18,350      9,908      85%
Operating loss                                             (9,987)   (3,299)  -203%     (17,606)    (9,351)    -88%
Nonrecurring charges                                        3,276         -               3,276          -     
Operating loss including nonrecurring charges             (13,263)   (3,299)  -302%     (20,882)    (9,351)   -123%

Cash Flow and Capital Expenditure Data
- --------------------------------------
Operating cash flow (3)                                  $ (7,896)  $(3,232)  -144%    $(12,993)  $ (7,596)    -71%
Capital expenditures                                       29,368     3,221    812%      35,063     10,968     220%
Free cash flow (4)                                        (37,264)   (6,453)  -477%     (48,056)   (18,564)    159%

Select Balance Sheet Data
- -------------------------
Total assets                                                                           $225,035   $147,776      52%
Gross plant         - owned                                                             220,799    137,141      61%
                    - leased                                                             73,042     50,334      45%
                    - total                                                             293,841    187,475      57%

Operating Data
- --------------
Route miles                                                                               1,773        940      89%
Fiber miles                                                                              99,908     64,574      55%
Customers                                                                                 1,005        521      93%
Buildings connected                                                                         521        318      64%
Revenue per customer                                     $ 14,181  $ 13,179      8%    $ 24,974   $ 24,668       1%
</TABLE>

(1)  Electric Lightwave, Inc. is Citizens' Competitive Local Exchange Company.
(2)  Includes  transactions  between the Company's long distance  operations and
     its local  exchange  operations  of $895 and $193 for the  second  quarters
     ended 1997 and 1996, respectively; $1,690 and $342 for the six months ended
     1997 and 1996, respectively.
(3)  Operating loss plus depreciation.
(4)  Operating cash flow less capital expenditures.

Note:  
Quarter ended information is not presented where it is the same as year to date.

                                     PAGE 5
<PAGE>
<TABLE>
<CAPTION>


                                                                   Citizens Utilities Company and Subsidiaries
                                                                   -------------------------------------------
                                                                     Financial and Operating Data by Service
                                                                     ---------------------------------------
                                                          For the quarter ended           For the six months ended
                                                                  June 30,                       June 30,
                                                       ----------------------------   ------------------------------
(Dollars in thousands, except operating data)               1997      1996  %Change       1997      1996     %Change
                                                       ----------------------------   ------------------------------
Citizens Public Services
- ------------------------

Natural Gas
- -----------
Select Income Statement Data
- ----------------------------
<S>                                                    <C>        <C>         <C>      <C>        <C>         <C>
Revenues
Residential distribution                                $  23,829  $  25,484    -6%    $ 84,225   $ 76,900      10%
Commercial distribution                                     9,704     10,072    -4%      30,767     27,751      11%
Industrial distribution                                     6,008      9,669   -38%      14,298     20,045     -29%
Municipal distribution                                        660        440    50%       2,044      1,469      39%
Total distribution                                         40,201     45,665   -12%     131,334    126,165       4%
Transportation                                                302        305    -1%       1,382      1,298       6%
Other                                                       2,211      2,306    -4%       4,781      4,596       4%
Total revenues                                             42,714     48,276   -12%     137,497    132,059       4%
Natural gas purchased                                      19,610     26,911   -27%      78,179     75,112       4%
Gross margin                                               23,104     21,365     8%      59,318     56,947       4%
Depreciation and amortization                               3,969      3,298    20%       7,908      6,573      20%
Operating and maintenance expenses                         13,462     12,685     6%      25,264     30,678     -18%
Operating income                                            5,673      5,382     5%      26,146     19,696      33%
Nonrecurring charges                                        9,634          -              9,634          -
Operating income/(loss) including nonrecurring charges     (3,961)     5,382  -174%      16,512     19,696     -16%
Operating margin excluding nonrecurring charges               13%        11%                19%        15%


Cash Flow and Capital Expenditure Data
- --------------------------------------
Operating cash flow (1)                                  $  9,642   $  8,680    11%     $34,054    $26,269      30%
Capital expenditures                                        9,287      6,045    54%      14,482     10,240      41%
Free cash flow (2)                                            355      2,635    87%      19,572     16,029      22%

Select Balance Sheet Data
- -------------------------
Total assets                                                                           $376,574   $330,014      14%
Net plant                                                                              $288,696   $265,823       9%

Operating Data
- --------------
Customers                                                                              $372,686   $365,955       2%
Billion Cubic Feet of gas throughput (BCF)                   13.7       15.0    -9%        40.5       40.0       1%
</TABLE>

(1)  Operating income plus depreciation.
(2)  Operating cash flow less capital expenditures.

Note:
Quarter ended information is not presented where it is the same as year to date.

                                     PAGE 6

<PAGE>
<TABLE>
<CAPTION>


                                                                Citizens Utilities Company and Subsidiaries
                                                                -------------------------------------------
                                                                  Financial and Operating Data by Service
                                                                   ---------------------------------------
`                                                          For the quarter ended          For the six months ended
                                                               ended June 30,                    June 30,
                                                       ----------------------------   ------------------------------
(Dollars in thousands, except operating data)               1997      1996  %Change       1997      1996     %Change
                                                       ----------------------------   ------------------------------
Citizens Public Services
- ------------------------

Electric
- --------
Select Income Statement Data
- ----------------------------
<S>                                                    <C>      <C>          <C>     <C>         <C>           <C>
Revenues
Residential distribution                                $ 19,156   $ 17,876      7%   $ 39,810    $36,551        9%
Commercial distribution                                   14,268     13,539      5%     27,705     26,137        6%
Industrial distribution                                   10,758     10,884     -1%     21,606     21,093        2%
Municipal  distribution                                    2,105      2,107      0%      4,071      3,928        4%
Total distribution                                        46,287     44,406      4%     93,192     87,709        6%
Transmission                                                 766        659     16%      1,311      1,285        2%
Other                                                      1,477      1,875    -21%      1,929      1,823        6%
Total revenues                                            48,530     46,940      3%     96,432     90,817        6%
Electric energy and fuel oil purchased                    22,980     23,707     -3%     45,170     43,867        3%
Gross margin                                              25,550     23,232     10%     51,262     46,950        9%
Depreciation and amortization                              5,589      4,398     27%     11,178      8,797       27%
Operating and maintenance expenses                        13,033     10,977     19%     23,929     23,488        2%
Operating income                                           6,928      7,857    -12%     16,155     14,665       10%
Nonrecurring charges                                      21,787          -             21,787          -
Operating income/(loss) including nonrecurring charges  (14,859)      7,857   -289%     (5,632)    14,665     -138%
Operating margin excluding nonrecurring charges              14%        17%                17%        16%


Cash Flow and Capital Expenditure Data
- --------------------------------------
Operating cash flow (1)                                 $ 12,517   $ 12,255      2%   $ 27,333   $ 23,462       16%
Capital expenditures                                       4,314      4,966    -13%      7,765      9,868      -21%
Free cash flow (2)                                         8,203      7,289     13%     19,568     13,594       44%

Select Balance Sheet Data
- -------------------------
Total assets                                                                          $472,224   $487,786       -3%
Net plant                                                                             $385,660   $391,101       -1%

Operating Data
- --------------
Customers                                                                              110,435    108,092        2%
Megawatt hours sold                                      375,353    383,827     -2%    774,762    773,360        - 
Megawatt hours generated                                  82,326     90,882     -9%    174,228    175,212       -1%
Megawatt hours purchased                                 373,308    349,116      7%    707,812    671,733        5%
</TABLE>

(1)  Operating income plus depreciation.
(2)  Operating cash flow less capital expenditures.
Note: 
Quarter ended information is not presented where it is the same as year to date.
                                     PAGE 7
<PAGE>
<TABLE>
<CAPTION>


                                                            Citizens Utilities Company and Subsidiaries
                                                            -------------------------------------------
                                                              Financial and Operating Data by Service
                                                              ---------------------------------------
`                                                          For the quarter ended          For the six months ended
                                                               ended June 30,                    June 30,
                                                       ----------------------------   ------------------------------
(Dollars in thousands, except operating data)               1997      1996  %Change       1997      1996     %Change
                                                       ----------------------------   ------------------------------
Citizens Public Services
- ------------------------

Water/Wastewater
- ----------------

Select Income Statement Data
- ----------------------------
<S>                                                    <C>         <C>        <C>      <C>      <C>           <C>
Revenues
Residential distribution                                $  17,623  $  17,827    -1%    $ 33,861   $ 33,777       -
Commercial distribution                                     3,379      3,192     6%       6,098      5,995       2%
Industrial distribution                                       224        218     3%         433        335      29%
Other                                                         866        426   103%       1,642      1,281      28%
Total revenues                                             22,092     21,663     2%      42,034     41,388       2%
Depreciation and amortization                               2,966      2,833     5%       6,061      5,646       7%
Operating and maintenance expenses                         12,466     10,097    23%      23,760     22,016       8%
Operating income                                            6,660      8,733   -24%      12,213     13,726     -11%
Nonrecurring charges                                        3,430          -              3,430          -
Operating income including nonrecurring charges             3,230      8,733   -63%       8,783     13,726     -36%
Operating margin excluding nonrecurring charges               30%        40%                29%        33%

Cash Flow and Capital Expenditure Data
Operating cash flow (1)                                 $   9,626  $  11,566   -17%    $ 18,274   $ 19,372      -6%
Capital expenditures                                        6,476      6,414     1%      10,440      8,713      20%
Free cash flow (2)                                          3,150      5,152   -39%       7,834     10,659     -27%

Select Balance Sheet Data
- -------------------------
Total assets                                                                           $517,950  $ 495,972       4%
Net plant                                                                              $429,122  $ 408,464       5%

Operating Data
- --------------
Customers                                                                               291,372    287,753       1%
Billions of gallons of water delivered                        8.7        8.2     7%        14.2       14.2       -
Billions of gallons of wastewater                             1.3        1.6   -19%         2.8        3.1     -10%
</TABLE>

(1)  Operating income plus depreciation.
(2)  Operating cash flow less capital expenditures.
Note:  
Quarter ended information is not presented where it is the same as year to date.


The foregoing information is unaudited and should be read in conjunction with
the financial statements and footnotes included in the Company's Form 10-K for
the three years ended December 31, 1996 and Form 10-Q for the six months ended
June 30, 1997 filed with the Securities and Exchange Commission. Allocations of
expense and other items among  services and sources of revenues are derived from
the Company's books with certain adjustments. The information is not necessarily
that which would be presented for a single service on a stand-alone  basis. The
Company believes its primary  risk  factors include, but are not limited to:
changes in the local and overall  economy, the nature and pace of technological
change, the number and effectiveness of competitors in the Company's markets,
success in marketing and selling expenditures and efforts, weather conditions,
changes in legal and regulatory policy, name recognition, and the mix of
products and services offered in the Company's target markets.  Any and all
Company information should be evaluated in light of these  important risk
factors.
                                     PAGE 8





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