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, 1997
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 29, 1998 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>
<TABLE>
<CAPTION>
Citizens Utilities 401(k) Savings Plan
Index to Financial Statements and Schedules
<S> <C>
Page
----
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits
December 31, 1997 and 1996 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1997 5
Notes to Financial Statements 6-12
Schedules:*
I - Item 27a - Schedule of Assets Held for Investment Purposes 13
II - Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1997 14
Independent Auditors' Consent 15
*Certain schedules omitted due to absence of conditions under which they are required.
</TABLE>
<PAGE>
Independent Auditors' Report
----------------------------
Citizens Utilities Company, Plan Administrator of the
Citizens Utilities 401(k) Savings Plan:
We have audited the accompanying Statements of Net Assets Available for Benefits
of the Citizens Utilities 401(k) Savings Plan as of December 31, 1997 and 1996,
and the related Statement of Changes in Net Assets Available for Benefits for
the year ended December 31, 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996 and the changes in net assets available for benefits
for the year ended December 31, 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Items
27a-Schedule of Assets Held for Investment Purposes, and Item 27d-Schedule of
Reportable Transactions are presented for the purposes of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations of Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The Fund Information is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements. The supplemental schedules and Fund Information have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
New York, New York
June 29, 1998
Page 3
<PAGE>
Citizens Utilities 401(k) Savings Plan
Statements of Net Assets Available for Benefits
at December 31, 1997 and 1996
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
---- ----
Assets
- ------
Investment:
Stock Fund - at market value
(Cost $12,477,516 in 1997 and $10,968,497 in 1996) $ 9,713,257 $ 9,989,639
Guaranteed Income Fund - at contract value 8,255,059 7,077,374
Equity Fund - at market value
(Cost $6,190,215 in 1997 and $4,277,123 in 1996) 8,935,146 5,640,835
Bond Fund - at market value
(Cost $888,918 in 1997 and $698,325 in 1996) 907,842 717,570
Loans receivable 1,196,265 841,723
------------- -------------
29,007,569 24,267,141
Employer contribution receivable 1,214,515 620,673
Participants' contribution receivable 622,778 299,177
Other receivables 209,619 98,963
------------- -------------
Net Assets Available for Benefits $ 31,054,481 $ 25,285,954
============= =============
See accompanying notes to financial statements
</TABLE>
Page 4
<PAGE>
Citizens Utilities 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Participant Directed
----------------------------------------
Guaranteed
Stock Income Equity
Fund Fund Fund
------------- ------------ ---------
Investment Income:
Dividends ............... $ -- $ -- $ 59,338
Interest ................ 31,071 23,090 38,405
Net (Depreciation)
Appreciation in Fair
Value of Investments ..... (600,603) 510,795 1,873,388
----------- ----------- -----------
(569,532) 533,885 1,971,131
Contributions:
Participants' .......... 1,163,436 1,090,949 1,088,437
Employer ............... -- 20,772 13,170
----------- ----------- -----------
Total Contributions .... 1,163,436 1,111,721 1,101,607
Net transfers - other ....... (781,751) (81,964) 486,011
Net transfers - loans ....... (13,727) (10,531) (5,812)
Distribution:
Benefits Paid to Participants (256,452) (374,402) (258,337)
Participants' contributions
used for life insurance
premium payments ........ (859) (1,024) (289)
----------- ----------- -----------
Total Distribution .. (257,311) (375,426) (258,626)
----------- ----------- -----------
Changes in Net Assets ....... (458,885) 1,177,685 3,294,311
----------- ----------- -----------
Net Assets Available for
Benefits:
Beginning of year .......... 7,291,041 7,077,374 5,640,835
----------- ----------- -----------
End of year ................. $ 6,832,156 $ 8,255,059 $ 8,935,146
=========== =========== ===========
Page 5
<PAGE>
Citizens Utilities 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year Ended December 31, 1997
(Continued)
Non-Particpant
Particpant Directed Directed
------------------------------------------ -------------
Bond Stock
Fund Loans Other Fund Total
----------- --------- -------- ------------- --------
Investment Income:
Dividends ............... $ -- $ -- $ 67,906 $ -- 127,244
Interest ................ 43,417 602 -- -- 136,585
Net (Depreciation)
Appreciation in Fair
Value of Investments ..... 17,503 -- -- (294,758) 1,506,325
----------- ----------- ----------- ----------- -----------
60,920 602 67,906 (294,758) 1,770,154
Contributions:
Participants' .......... 164,415 -- 323,601 -- 3,830,838
Employer ............... 3,005 -- 593,842 603,120 1,233,909
----------- ----------- ----------- ----------- -----------
Total Contributions .... 167,420 -- 917,443 603,120 5,064,747
Net transfers - other ....... (14,862) 392,566 -- -- --
Net transfers - loans ....... (987) (11,693) 42,750 -- --
Distribution:
Benefits Paid to Participants (22,112) (26,933) -- (125,859) (1,064,095)
Participants' contributions
used for life insurance
premium payments ........ (107) -- -- -- (2,279)
----------- ----------- ----------- ----------- -----------
Total Distribution .. (22,219) (26,933) -- (125,859) (1,066,374)
----------- ----------- ----------- ----------- -----------
Changes in Net Assets ....... 190,272 354,542 1,028,099 182,503 5,768,527
----------- ----------- ----------- ----------- -----------
Net Assets Available for
Benefits:
Beginning of year .......... 717,570 841,723 1,018,813 2,698,598 25,285,954
----------- ----------- ----------- ----------- -----------
End of year ................. $ 907,842 $ 1,196,265 $ 2,046,912 $ 2,881,101 31,054,481
=========== =========== =========== =========== ===========
</TABLE>
Page 5a
<PAGE>
Citizens Utilities 401(k) Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
(1) Description of the Plan
-----------------------
The following brief description of the Citizens Utilities Company (the
"Company") 401(k) Savings Plan (the "Plan") provides general
information. Participants should refer to the Plan document for a more
comprehensive description of the Plan's provisions.
a. General. 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, 1997 there were 1,912 employees eligible to participate in the
Plan and 1,677 were participating in the Plan. The Plan is subject to
provisions of the Employee Retirement Act of 1974 (ERISA).
b. 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, 1997
the number of accounts in each fund option were as follows:
Number of
Accounts
---------
Investment Option:
Stock Fund 1,672
Guaranteed Income Fund 1,213
Equity Fund 937
Bond Fund 393
Loan Fund 313
Life Insurance 10
Certain bargaining units are entitled to receive a Company
contribution equal to 50% of the first 6% of each Participant's
annual base compensation (as defined by the Plan) that a
participant contributes to the Plan. The Company contributions
are invested entirely in the Stock Fund, unless a participant is
age 55 or older in which case they may elect to have the Company
contribution invested in the same investments as their own
contributions and may transfer previous Company contributions
invested in Citizens Common Stock Fund to other investment
options.
c. Participant accounts. Each participant's account is credited
with the participant's contribution and an allocation of the
Company contribution and plan earnings or losses. Allocations are
based on each participant's contribution, as defined. The benefit
to which a participant is entitled is the amount which can be
provided from the participant's account.
Page 6
<PAGE>
Citizens Utilities 401(k) Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
d. 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 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
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%
e. Investment options. The Plan provides participants with the following
investment options: a Company Common Stock Fund, a Guaranteed Income Fund, an
Equity Fund, a Bond Fund and Life Insurance. A description of each Fund follows:
Stock Fund:
The Stock Fund invests in shares of the Company's Common Stock. Stock dividends
are paid on Common Stock in additional full and fractional shares. Stock
dividends are not reported as dividend income in the Statement of Changes in Net
Assets Available for Benefits, rather, stock dividends are capital
transactions which have the effect of increasing plan shares and decreasing per
share cost. Shares received from stock dividends were 40,127 in 1997 and
50,184 in 1996.
Guaranteed Income Fund:
Contributions to the Guaranteed Income Fund have been invested in the following
Guaranteed Income Contracts:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Annual
Compound
Contribution Period Guaranteed Income Contract Issuer Maturity Date Rate of Return
------------------- --------------------------------- ------------- --------------
Various PNC Bank Guaranteed
Investment Contract Fund N/A Various
7/1/97 Travelers Life & Annuity 3/31/03 6.81%
7/1/96 to 6/30/97 Principal Mutual Life Insurance Company 6/29/02 7.16%
7/1/96 CIGNA 6/30/01 7.14%
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%
7/1/94 to 6/30/95 John Hancock Mutual Life Insurance Company 6/30/98 6.94%
7/1/93 to 6/30/94 Principal Mutual Life Insurance Company 6/30/99 5.60%
7/1/92 to 6/30/93 Pacific Mutual Life Insurance Company 6/10/97 7.30%
</TABLE>
Page 7
<PAGE>
Citizens Utilities 401(k) Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
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.
Equity Fund:
Contributions to the Equity Fund are invested in the Index Trust 500 Portfolio
managed by 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.
Bond Fund:
Contributions to the Bond Fund are invested in the GNMA Bond Fund managed by
Vanguard Group. The GNMA Bond 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.
Life Insurance:
Effective January 1, 1992 the life insurance option was 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 all 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.
f. Participant Loans. Participants 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 the participant is equal to
the prime interest rate in effect at the beginning of the month in which the
loan is 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 may be repaid in full or will be canceled
and the Participant's distribution reduced by the amount of the outstanding loan
balance.
g. Payment 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. Prior to January 1, 1997, the
distribution must have begun on or before April 1st of the calendar year
following the year the Participant attained age 70 1/2. After December 31, 1996,
the distribution must begin either on or before April 1st of the year following
the year the participant attains age 70 1/2 or if the participant is still
employed by the Company, on or before April 1st of the calendar year after the
year in which the participant retires.
Page 8
<PAGE>
Citizens Utilities 401(k)Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
h. Forfeitures. At December 31, 1997, and 1996, forfeited nonvested Company
contributions totaled $8,079 and $4,663, respectively. These amounts are used to
reduce the future obligation of the Company to make contributions to the Plan.
i. Administration Costs. Plan administration costs are paid by the Company.
j. As of January 1, 1998, the Company changed administrative service provider
and trustee to Putnam Investments. In addition, the Citizens Utilities 401(k)
Savings Plan was merged into the CUC 401(k) Employee Benefit Plan and restated
to reflect such merger. The restated Plan shall be known as Citizens 401(k)
Savings Plan. At the same time certain enhancements were made to the Plan.
Following is a comparison of the provisions of the Plan prior to January 1, 1998
with the enhanced Plan.
<TABLE>
<CAPTION>
<S> <C> <C>
CURRENT PLAN ENHANCED PLAN
------------------------------------------ ------------------------------------------
Plan enrollment
------------------------------------------ ------------------------------------------
Only on January 1 or July 1 after the At any time after the completion of six
completion of 30 days of service months of continuous service (provided
(provided employee is full-time or a employee is full-time or a part-time em-
part-time employee regularly schedules to ployee scheduled to work at least 20
work at least 20 hours per week) hours per week)
Changing salary deferral percentages
------------------------------------------ - ------------------------------------------
Quarterly, by form, at least 15 days in Daily, by telephone, generally effective
advance to be effective at the beginning with the first payroll of the following
of the next calendar quarter month
Investment choices
------------------------------------------ - ------------------------------------------
Guaranteed Income Fund Stable Value Fund
Bond Fund Putnam Income Fund
Citizens Utilities Company Citizens Utilities Company
Common Stock Fund Common Stock Fund
Equity Fund Putnam S&P 500 Index Fund
Putnam OTC & Emerging
Growth Fund
Putnam International Growth Fund
</TABLE>
Page 9
<PAGE>
CUC 401(k) Employee Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
CURRENT PLAN ENHANCED PLAN
------------------------------------------ - ----------------------------------
Investment performance on account
statements
----------------------------------------- -- ----------------------------------
Unit accounting Share accounting
Ability to transfer existing
investments
------------------------------------------ - ----------------------------------
Up to eight times per year (no Daily
more than twice per quarter)
Eligibility to take a loan
- ------------------------------------------ - -----------------------------------
Must be a Plan participant for at Available immediately upon
least two years participation in the Plan
Spousal consent for loans and
distributions
- ------------------------------------------ - -----------------------------------
Necessary Not necessary
Eligibility to take a hardship
withdrawal
- ------------------------------------------ - -----------------------------------
Must be a Plan participant for at Available immediately upon
least one year participation in the Plan
Page 10
<PAGE>
CUC 401(k) Employee Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
(2) Summary of Accounting Policies
(a) Basis of Accounting
-------------------
The financial statements of the Plan are prepared under the
accrual method of accounting. The Fund Information reflected
in the Statement of Changes in Net Assets includes the
application of assets to the applicable funds as directed by
the participants as of December 31, 1997 and 1996.
(b) Use of Estimate
---------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amount
of assets and liabilities at the date of the financial statements
and the reported amount of additions and deductions during the
reporting period. Actual results could differ from these
estimates.
(c) Investment Valuation, Income Recognition and Payment of Benefits
----------------------------------------------------------------
The Plan's investments are stated at fair value, except for
investment contracts in the Guaranteed Income Fund, which are
valued at contract value. Shares of registered investment
companies are valued at quoted market prices, which represent the
net asset value of shares held by the Plan at year end. The
Company stock is valued at its quoted market price. Participant
notes receivable are valued at cost, which approximates fair
value.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the payment date. Benefits are
recorded when paid.
(d) Reclassifications
-----------------
Certain 1996 balances have been reclassified to conform to the
1997 presentation.
(3) Investment of 5% or more of the Net Assets Available for Plan Benefits
----------------------------------------------------------------------
At December 31, 1997 the Plan had $9,713,257, $8,255,059 and $8,935,146
invested in the Stock Fund, Guaranteed Income Fund and Equity Fund,
respectively, which represents an investment of 5% or more of the Net
Assets Available for Plan Benefits. In addition, the Guaranteed Income Fund
includes an investment of $2,373,228 in the PNC Guaranteed Investment Fund,
which represents an investment of 5% or more of the Net Assets Available
for Plan Benefits.
Page 11
<PAGE>
Citizens Utilities 401(k)Savings Plan
Notes to Financial Statements
December 31, 1997 and 1996
(4) Related Party Transaction
-------------------------
PNC
Certain Plan investments are shares of mutual funds that were
managed by PNC through December 31, 1997. PNC is the trustee as defined by
the Plan and therefore, these transactions qualify as party-in-interest.
Fees paid by the Company for investment management services amounted to
$56,085 in 1997.
Putnam Investments
------------------
As of January 1, 1998, the Company changed administrative service provider
and trustee to Putnam Investments.
(5) Transfer from Other Plans
-------------------------
Effective January 1, 1996, participants in the ALLTEL Savings Plan from the
acquired ALLTEL properties in California became participants in the Plan.
Effective April 1, 1996, participants in the acquired ALLTEL property in
Nevada became participants in the Plan. Assets in the ALLTEL Savings Plan
totaling $595,230 were transferred to the Plan in 1996.
(6) Termination of Plan
-------------------
The termination of the Plan is governed by collective bargaining agreements
and the terms of the Employee Retirement Income Security Act of 1974
("ERISA").
(7) Tax Status
----------
The Plan has received a favorable determination letter from the Internal
Revenue Service dated January 25, 1995, stating that the Plan is qualified
under Section 401(a) of the Internal Revenue Code (the "Code") and the
related trust is tax exempt under Section 501(a) of the Code.
Page 12
<PAGE>
Schedule I
Citizens Utilities 401(k) Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Identity of Issuer, Cost or Market or
Borrowers, Lesser, Number of Contract Contract
or Similar Party Description of Assets Shares Value Value
------------------ --------------------- ------------- ------------ ------------
Stock Fund
----------
Citizens Utilities Company Citizens Utilities Company
Common Stock 1,009,170 $ 12,477,516 $ 9,713,257
============= ============= ============
Guaranteed Income Fund
----------------------
Allstate Life Insurance Company Guaranteed Income Contract 480,280 480,280
Allstate Life Insurance Company Guaranteed Income Contract 848,110 848,110
CIGNA Guaranteed Income Contract 440,732 440,732
John Hancock Mutual Life Ins. Co. Guaranteed Income Contract 779,366 779,366
New York Life Insurance Company Guaranteed Income Contract 1,152,393 1,152,393
PNC Bank Guaranteed Income Fund 2,373,228 2,373,228
Principal Mutual Life Ins. Company Guaranteed Income Contract 1,132,226 1,132,226
Principal Mutual Life Ins. Company Guaranteed Income Contract 326,310 326,310
Travelers Life Insurance Company Guaranteed Income Contract 722,414 722,414
------------- ------------
Total Guaranteed Income 674,212 $ 8,255,059 $ 8,255,059
============= ============= ============
Equity Fund
-----------
Vanguard Group Vanguard Index Trust Fund 100,900 $ 6,190,215 $ 8,935,146
============= ============= ============
Bond Fund
---------
Vanguard Group Vanguard GNMA Fund 88,371 $ 888,918 $ 907,842
============= ============= ============
Loan Fund
---------
Participants' Loans Receivable $ 1,196,265 $ 1,196,265
============= ============
</TABLE>
See Independent Auditors' Report
Page 13
<PAGE>
Citizens Utilities 401(k) Savings Plan
Item 27d - Schedule of Reportable Transactions
For Plan Year Ended December 31, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Lease
Issuer Description of Asset Purchase Price Selling Price Rental
Vanguard Vanguard GNMA $ 362,277 $ - $
Vanguard Vanguard GNMA - 175,639
Vanguard Vanguard Index Trust 3,070,184 -
Vanguard Vanguard Index Trust - 1,496,384
PNC Bank Investment Contract Fund 2,201,933 -
PNC Bank Investment Contract Fund - 1,428,510
Page 14
<PAGE>
Citizens Utilities 401(k) Savings Plan
Iten 27d-Schedule of Reportable Transactions
For Plan Year Ended December 31, 1997
Expenses Current Value
Incurred Of Asset on
With Transaction
Issuer Description of Asset Transaction Cost of Asset Date Net Gan/(Loss)
- ------ -------------------- ------------ ------------- ------------- --------------
Vanguard Vanguard GNMA $ - $ 362,277 $ 362,277 $ -
Vanguard Vanguard GNMA - 171,684 175,639 3,955
Vanguard Vanguard Index Trust - 3,070,184 3,070,184 -
Vanguard Vanguard Index Trust - 1,157,092 1,496,384 339,292
PNC Bank Investment Contract Fund - 2,201,933 2,201,933 -
PNC Bank Investment Contract Fund - 1,308,251 1,428,510 120,259
</TABLE>
See Independent Auditors' Report
Page 14a
<PAGE>
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 29,
1998, relating to the Statements of Net Assets Available for Benefits of the
Citizens Utilities 401(k) Savings Plan as of December 31, 1997 and 1996 and the
related statement of Changes in Net Assets Available for Benefits and
supplemental schedules for the year then ended December 31, 1997, which report
appears in the December 31,1997 annual report on Form 11-K of Citizens Utilities
401(k) Savings Plan.
KPMG PEAT MARWICK
New York, New York
June 29, 1998
Page 15
