CITIZENS UTILITIES CO
8-K, 1999-03-11
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:
                                 March 10, 1999
                         (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.)



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



                                 (203) 614-5600
               (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
                        March 10, 1998 announcing earnings for the year and 
                        quarter ended December 31, 1998.

                  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:    March 11, 1999
<PAGE>


                                                       EXHIBIT 99.1




                           CITIZENS UTILITIES REPORTS
                        1998 YEAR-END AND FOURTH-QUARTER
                                FINANCIAL RESULTS

                          Revenues Increased 9% in 1998
                  1998 EPS of 33 Cents, Excluding Special Items
             Citizens Communications 1998 Operating Income Grew 18%

STAMFORD,  Conn.,  March 10, 1999 -- Citizens  Utilities  (NYSE:  CZN,  CZNPr) 
- ---------------------------------
today  reported  results for the year and quarter  ended December 31, 1998.

         Full year 1998  consolidated  revenues were $1.54  billion,  up 9% from
last  year's  level,  driven by the  continued  strong  growth of the  company's
facilities-based   integrated   communications  provider  subsidiary,   Electric
Lightwave Inc. (NASDAQ:  ELIX) and increased natural gas revenues.  Revenues for
the fourth  quarter  were  $393.9  million,  a 6%  increase  over the 1997 level
despite  warmer  than  normal  weather   affecting   Citizens  Public  Services'
operations.

         Reported net income for the year was $57.1 million,  or $.22 per share,
compared to $10.1 million,  or $.04 per share, in 1997.  These reported  figures
were impacted by several special items in both years.  Excluding  special items,
net income  decreased  to $85.7  million  or $.33 per share,  in 1998 from $94.1
million,  or $.36 per  share,  in 1997  primarily  due to  increased  losses  of
Electric Lightwave, which were expected. Absent Electric Lightwave's losses, net
income increased to $120.4 million,  or $.47 per share, from $117.9 million,  or
$.45 per share, for 1997.

         Reported net income for the fourth  quarter 1998 was $1.4  million,  or
$.01 per share.  Excluding special items, net income was $23.7 million,  or $.09
per share, and absent Electric Lightwave's losses, net income was $31.9 million,
or $.12 per share for the quarter.

         Reported  results for 1998 include the following  special  items:  $6.6
million of after-tax  Year 2000 and separation  costs; a $2.3 million  after-tax
charge related to a change in accounting principle at Electric Lightwave;  and a
$19.7 million  after-tax  write-down  of the  company's  investment in Hungarian
Telephone and Cable Corp.  (AMEX:  HTC).  Reported results for 1997 included the
following  special  items:  an after-tax  gain of $51.2 million from the sale of
subsidiary stock and a $135.2 million  after-tax charge primarily related to the
restructuring of the company's communications business.

         Commenting  on the 1998  results,  Citizens'  chief  financial  officer
Robert J. DeSantis  said, "We met our objective of near  double-digit  operating
income growth for Citizens Communications and Citizens Public Services combined.
Excluding  special  items,  the  combined  operating  income  of  these  sectors
increased to $264 million, up 8% in 1998.

         "Citizens  Communications  performed to plan with 18% operating  income
growth despite the unfavorable  impact of Price Cap, Access Charge and Universal
Service Fund reforms. Excluding special items, Citizens Communications operating
income was $164.8 million.

         "Results for Citizens Public  Services also were within  expectations,"
DeSantis  continued.   "Sector  revenues,  led  by  strong  growth  in  our  gas
distribution  businesses,  surged 13% to $610 million in 1998. Excluding special
items,  the  operating  income  of our  Public  Services  sector  totaled  $99.6
million."

         Regarding  Electric   Lightwave's  impact  on  Citizens'  results,  Mr.
DeSantis said, "Electric Lightwave's growth continues to accelerate and Citizens
remains  steadfast  in its support of that  growth.  Revenues in 1998 were $97.8
million, or 69% above 1997 levels.  Electric  Lightwave's owned and leased gross
property, plant and equipment at year-end 1998 totaled $637 million, up 53% from
one year ago." Electric  Lightwave reported its 1998 fourth quarter and year-end
results on March 4.

         DeSantis  said  that 1999  reported  results  would also be affected by
special  items.  "This  year  we  can  expect  to  incur  Year 2000  expenses of
approximately  $28  million  as  our  program  to address this issue proceeds on
schedule. In addition, the company will incur expenses related to its previously
announced  separation plan.  In January  1999,  we  recorded  a  pre-tax gain of
about $70 million on the sale of Citizens'  16%  stake  in  Centennial  Cellular
Corp. (NASDAQ:CYCL).  This  represented  a  15%  annualized return  on  Citizens
initial investment.  In  addition, the recently-announced merger between Century
Communications Corp. (NASDAQ:CTYA) and  Adelphia  Communications  should  result
in  substantial  gains in the third quarter  relating to  Citizens' holdings  in
Century and in a cable television joint venture with Century," DeSantis 
continued.

         Commenting  on the  Company's  previously  announced  separation  plan,
DeSantis  said,  "the  separation is proceeding  on schedule  toward  completion
during the second half of 1999. Progress made to date includes:

               an order from the Federal  Energy  Regulatory  Commission  (which
               became final in September) that granted an approval  necessary to
               proceed with the separation plan;

               approval  to  proceed  with  the   separation   plan  from  state
               regulatory  agencies   representing   approximately  24%  of  the
               Company's local access lines; and

               a request to the Internal  Revenue  Service for a private  letter
               ruling that the separation is not subject to Federal income tax."

         Citizens  Utilities  provides  telecommunications  services  and public
services including gas distribution,  electric distribution,  water distribution
and wastewater  treatment  services to approximately 1.8 million customers in 22
states.  Citizens owns 83% of Electric Lightwave,  Inc., a leading full-service,
facilities-based integrated communications services provider. Citizens announced
on May 18, 1998 that it intends to separate  its  telecommunications  businesses
and public services businesses into two stand-alone, publicly traded companies.

This document contains forward-looking  statements that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed or implied in the statements. These and all forward-looking statements
are only  predictions or statements of current plans that are  constantly  under
review by the Company.  All  forward-looking  statements  may differ from actual
results  because  of, but not limited  to, the  Company's  ability to obtain the
necessary  regulatory  and tax  approvals and complete the  separation  process,
changes in the local and overall economy,  changes in market conditions for debt
and equity securities,  the nature and pace of technological changes, the number
and  effectiveness of competitors in the Company's  markets,  success in overall
strategy, weather conditions,  changes in legal or regulatory policy, changes in
legislation,  the Company's  ability to identify future markets and successfully
expand  existing  ones  and the mix of  products  and  services  offered  in the
Company's  target markets,  Y2K issues and the effects of the separation.  These
important  factors  should be considered in evaluating  any statement  contained
herein and/or made by the Company or on its behalf.  The  foregoing  information
should  be  read in  conjunction  with  the  Company's  filings  with  the  U.S.
Securities  and Exchange  Commission  including,  but not limited to, reports on
Forms 10-K and 10-Q.  The Company has no  obligation  to update or revise  these
forward-looking  statements  to  reflect  the  occurrence  of  future  events or
circumstances.

(table follows)
<PAGE>

                   Citizens Utilities Company and Subsidiaries
                           Consolidated Financial Data
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                        <C>                             <C>    

                                                           For the quarter ended             For the year ended
                                                               December 31,                     December 31,
                                                           ----------------------          -----------------------
(Dollars in thousands)                                                              %                                %
Income Statement Data                                         1998       1997     Change      1998        1997     Change
                                                           ----------------------------------------------------------------

Revenues                                                    $ 393,883  $ 370,868      6%   $ 1,542,372 $1,414,386       9%
Cost of services                                               91,101     84,840      7%       359,762    333,561       8%
Sales and marketing expenses                                   13,529      7,301     85%        47,325     46,073       3%
Depreciation and amortization                                  64,365     61,465      5%       257,844    235,812       9%
Other operating expenses                                      180,495    159,103     13%       688,624    592,008      16%
Operating income                                               44,393     58,159    -24%       188,817    206,932      -9%
Special items (1)                                              (4,343)         -               (10,648)  (191,090)
Operating income including special items                       40,050     58,159    -31%       178,169     15,842    1025%
Investment and other income                                    18,580      8,789    111%        53,916     42,931      26%
Interest expense                                               27,666     27,995     -1%       112,239    107,584       4%
Special items (2)                                             (31,905)    78,734               (34,239)    72,504
Income taxes                                                   (3,852)    36,950   -110%        22,337      7,383     203%
Convertible preferred dividends                                 1,553      1,553      -          6,210      6,210       -
Net income as reported                                          1,358     79,184    -98%        57,060     10,100     465%
Net income excluding special items                             23,730     28,007    -15%        85,658     94,087      -9%
Net income excluding special items and ELI                     31,926     36,014    -11%       120,376    117,912       2%


Per-Share Data (3)
Basic and diluted net income per share of common stock
  as reported                                               $    .01   $    .31     -97%   $       .22 $      .04     450%
Basic net income per share of common stock
  excluding special items                                   $    .09   $    .11     -18%   $       .33 $      .36      -8%
Basic net income per share of common stock
  excluding special items and ELI                           $    .12   $    .14     -14%   $       .47 $      .45       4%
Weighted average shares outstanding                          259,679    258,868                258,879    260,226


(1)  For 1998, special items include Y2K and separation costs. For 1997, special
     items  include the charges to earnings for certain  assets deemed no longer
     recoverable,  the effects of certain  regulatory  commission orders and the
     cutback of certain long distance service operations.
(2)  For 1998, special items include the write down of the Company's  investment
     in HTCC and the cumulative effect in accounting principle at ELI. For 1997,
     special items  include the  nonoperating  gain on sale of subsidiary  stock
     offset by charges to earnings for certain regulatory commission orders.
(3)  Adjusted for  subsequent  stock  dividends and stock splits and used in the
     calculation of all per share data.
 </TABLE>
<PAGE>

                                                            EXHIBIT 99.2

                  Citizens Utilities Company and Subsidiaries
                           Consolidated Financial Data
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                       <C>                           <C>    
                                                           For the quarter ended         For the year ended
                                                              December 31,                  December 31,
                                                           ---------------------         ------------------
(Dollars in thousands)                                                            %                             %
Income Statement Data                                        1998      1997     Change     1998       1997    Change
                                                           -----------------------------------------------------------

Revenues                                                  $  393,883  $370,868      6%  $1,542,372  $ 1,414,386      9%
Cost of services                                              91,101    84,840      7%     359,762      333,561      8%
Sales and marketing expenses                                  13,529     7,301     85%      47,325       46,073      3%
Depreciation and amortization                                 64,365    61,465      5%     257,844      235,812      9%
Other operating expenses                                     180,495   159,103     13%     688,624      592,008     16%
Operating income                                              44,393    58,159    -24%     188,817      206,932     -9%
Special items (1)                                             (4,343)        -             (10,648)    (191,090)
Operating income including special items                      40,050    58,159    -31%     178,169       15,842   1025%
Investment and other income                                   18,580     8,789    111%      53,916       42,931     26%
Interest expense                                              27,666    27,995     -1%     112,239      107,584      4%
Special items (2)                                            (31,905)   78,734             (34,239)      72,504
Income taxes                                                  (3,852)   36,950   -110%      22,337        7,383    203%
Convertible preferred dividends                                1,553     1,553      0%       6,210        6,210      0%
Net income as reported                                         1,358    79,184    -98%      57,060       10,100    465%
Net income excluding special items                            23,730    28,007    -15%      85,658       94,087     -9%
Net income excluding special items and ELI                    31,926    36,014    -11%     120,376      117,912      2%

Cash Flow and Capital Expenditure Data (excludes special items)
EBITDA  (3)                                                  127,337   132,414     -4%     500,577      485,676      3%
EBITDA excluding ELI  (3)                                    142,199   136,063      5%     545,190      511,945      6%
Cash flow from operations                                     37,852    54,443    -30%     268,940      260,553      3%
Cash flow from operations excluding ELI                       45,121    53,592    -16%     305,716      277,742     10%
Capital expenditures                                         181,676   206,253    -12%     522,032      524,489      0%
Capital expenditures excluding ELI                           122,204   150,345    -19%     322,032      399,940    -19%
Free cash flow  (4)                                         (143,824) (151,810)     5%    (253,092)    (263,936)     4%
Free cash flow excluding ELI  (4)                            (77,083)  (96,753)    20%     (16,316)    (122,198)    87%

Select Balance Sheet Data
Cash and investments                                                                    $  446,683  $   433,662      3%
Total assets                                                                             5,292,932    4,872,852      9%
Net plant                                                                                4,048,623    3,667,793     10%
Long-term debt                                                                           1,900,246    1,706,532     11%
Equity (5)                                                                               1,994,021    1,880,461      6%
Shares of common stock outstanding                                                         259,149      258,609      0%
Weighted average shares outstanding (6)                      259,679   258,868      0%     258,879      260,226     -1%

Per-Share Data (6)
Basic and diluted net income per share of                 
  common stock as reported                                $      .01  $    .31    -97%  $      .22  $       .04    450%
Basic net income per share of common stock                
  excluding special items                                 $      .09  $    .11    -18%  $      .33  $       .36     -8%
Basic net income per share of common stock                                
  excluding special items and ELI                         $      .12  $    .14    -14%  $      .47  $       .45      4%
Operating cash flow per share                             $      .14  $    .21    -33%  $     1.01  $       .89     13%
Operating cash flow per share excluding special items     $      .15  $    .21    -29%  $     1.04  $      1.00      4%
Operating cash flow per share excluding special items     
  and ELI                                                 $      .17  $    .21    -19%  $     1.18  $      1.07     10%
Book value per share                                                                    $     6.93  $      6.45      7%

Other Financial Data
Long-term debt to long-term debt and equity                                                    49%          48%
Long-term debt to long-term debt and equity excluding ELI                                      44%          47%
Interest coverage (7)                                           3.3x      7.4x                4.1x         3.4x
Interest coverage excluding special items  (7)                  4.6x      4.7x                4.5x         4.5x
Interest coverage excluding special items and ELI  (7)          5.1x      4.9x                4.9x         4.8x
Common equity market capitalization (in billions)                                       $     2.1   $      2.4
Equity market capitalization (in billions) (8)                                          $     2.2   $      2.6
Market capitalization (in billions) (9)                                                 $     4.1   $      4.4
ELI public enterprise value (in billions) (10)                                          $     0.7   $      0.8

(1) For 1998, special items include Y2K and separation costs. For 1997, special
    items  include the charges to earnings for certain  assets deemed no longer
    recoverable,  the effects of certain  regulatory  commission orders and the
    cutback of certain long distance service operations.
(2) For 1998, special items include the write down of the Company's  investment
    in HTCC and the cumulative effect in accounting principle at ELI. For 1997,
    special items  include the  nonoperating  gain on sale of subsidiary  stock
    offset by charges to earnings for certain regulatory commission orders.
(3) Earnings  before  interest   expense,   income  taxes,   depreciation   and
    amortization.
(4) Cash flow from operations less capital expenditures.
(5) Includes convertible preferred securities.
(6) Adjusted for  subsequent  stock  dividends  and stock splits and used in the
    calculation of all per share data.
(7) EBITDA divided by interest expense.
(8) Includes market value of convertible preferred securities.
(9) Equity market capitalization plus market value of long-term debt.
(10) Includes common equity market capitalization plus net debt.
Note: Quarter ended information is not presented where it is the same as year to date.
</TABLE>
<PAGE>

                    Citizens Utilities Company and Subsidiaries
                     Financial and Operating Data by Service
<TABLE>
<CAPTION>
<S>                                                  <C>                             <C>    
                                                     For the quarter ended             For the year ended
                                                         December 31,                     December 31,
                                                     ---------------------           -----------------------
                                                                             %                                 %
(Dollars in thousands, except operating data)          1998       1997     Change       1998       1997      Change
                                                     ------------------------------  ---------------------------------
Citizens Communications

Select Income Statement Data
Revenues
Network access services                              $ 116,686  $ 100,606      16%   $  432,018   $  403,990        7%
Local network services                                  67,486     61,293      10%      262,239      250,521        5%
Long distance services                                  21,962     27,706     -21%       96,584      104,914       -8%
Directory services                                       7,934      7,693       3%       31,691       31,982       -1%
Other                                                    9,816     12,496     -21%       44,914       48,922       -8%
Eliminations (1)                                        (9,321)    (6,242)     49%      (32,407)     (23,573)      37%
Total revenues                                         214,563    203,552       5%      835,039      816,756        2%
Cost of services (network expenses)                     21,899     19,387      13%       89,514       96,303       -7%
Sales and marketing expenses                             3,992      5,265     -24%       19,744       32,168      -39%
Depreciation                                            44,467     45,618      -3%      181,656      175,363        4%
Other operating expenses                               110,962    101,272      10%      414,772      399,693        4%
Eliminations (1)                                       (10,117)    (6,968)     45%      (35,468)     (26,914)      32%
Operating income                                        43,360     38,978      11%      164,821      140,143       18%
Special items (2)                                       (2,914)         -                (7,254)    (142,723)
Operating income/(loss) including special items         40,446     38,978       4%      157,567       (2,580)    6207%
Operating margin                                           20%        19%                   20%          17%

Cash Flow and Capital Expenditure Data
Operating cash flow (3)                              $  87,827  $  84,596       4%   $  346,477   $  315,506       10%
Capital expenditures                                    69,945     90,851     -23%      201,453      263,011      -23%
Free cash flow (4)                                      17,882     (6,255)    386%      145,024       52,495      176%
EBITDA margin  (5)                                         41%        42%                   41%          39%

Select Balance Sheet Data
Total assets                                                                         $2,434,183   $2,379,936        2%
Net plant                                                                             2,122,794    2,024,220        5%

Operating Data
Access lines                                                                            951,513      895,880        6%
Long distance customers- in territory                                                   230,871      236,000       -2%
                       - out of territory                                                 8,101       22,000      -63%
                       - total                                                          238,972      258,000       -7%
Revenue per access line                              $     225  $     227      -1%   $      878   $      912       -4%
In-territory access minutes of use (in millions)         1,073      1,147      -6%        4,526        4,496        1%
Citizens' long distance minutes of use (in millions)
                                      -in territory        119        121      -2%          483          435       11%
                                      -out of territory     35         99     -65%          221          414      -47%
                                      -total               154        220     -30%          704          849      -17%
Citizens' long distance in territory minutes of use market share                            19%          20%      
Citizens' long distance in territory customer market share                                  24%          26%     


(1) Eliminations represent  network access  revenues  received by the Company's
    local exchange operations from its long-distance and competitive  local
    exchange operations.
(2) For 1998, special items include Y2K and separation costs. For 1997, special
    items include the charge to earnings.
(3) Operating income excluding special items plus depreciation. This is the equivalent of sector EBITDA.
(4) Operating cash flow less capital expenditures. 
(5) Operating cash flow divided by total revenues.  
Note: Quarter ended information is not presented where it is the same as year
      to date.
</TABLE>
<PAGE>
                   Citizens Utilities Company and Subsidiaries
                     Financial and Operating Data by Service
<TABLE>
<CAPTION>
<S>                                                  <C>                                <C>    
                                                      For the quarter ended                For the year ended
                                                          December 31,                        December 31,
                                                      ----------------------            -------------------------
                                                                                %                                    %
(Dollars in thousands, except operating data)            1998       1997      Change        1998        1997       Change
                                                      --------------------------------- ------------------------------------
Electric Lightwave, Inc. (1)

Select Income Statement Data
Revenues
Network services                                       $  10,102   $ 10,222        -1%     $  36,589   $  33,522         9%
Local telephone services                                  14,389      4,429       225%        38,169      10,565       261%
Long distance services                                     6,076      2,042       198%        12,309       8,140        51%
Data services                                              3,149      2,267        39%        13,813       8,857        56%
Eliminations (1)                                            (796)      (726)       10%        (3,061)     (3,341)       -8%
Total revenues                                            32,920     18,234        81%        97,819      57,743        69%
Cost of services (network expenses)                       19,568      5,329       267%        50,957      29,546        72%
Gross margin                                              13,352     12,905         3%        46,862      28,197        66%
Sales and marketing expenses                               9,537      5,189        84%        27,581      13,905        98%
Depreciation                                               5,248      4,274        23%        17,002      11,167        52%
Other operating expenses                                  23,388     15,365        52%        77,926      40,561        92%
Operating loss                                           (24,821)   (11,923)     -108%       (75,647)    (37,436)     -102%
Special items (2)                                           (276)         -                     (276)    (10,765)
Operating loss including special items                   (25,097)   (11,923)     -110%       (75,923)    (48,201)      -58%

Cash Flow and Capital Expenditure Data
Operating cash flow (3)                                $ (19,573)  $ (7,649)     -156%     $ (58,645)  $ (26,269)     -123%
Capital expenditures                                      59,472     55,908         6%       200,000     124,549        61%
Free cash flow (4)                                       (79,045)   (63,557)      -24%      (258,645)   (150,818)      -71%

Select Balance Sheet Data
Total assets                                                                               $ 532,309   $ 359,962        48%
Gross plant - owned                                                                          528,582     328,664        61%
            - leased                                                                         108,541      87,426        24%
            - total                                                                          637,123     416,090        53%

Operating Data
Route miles                                                                                    3,091       2,494        24%
Fiber miles                                                                                  181,368     140,812        29%
Customers                                                                                      1,644       1,165        41%
Buildings connected                                                                              766         610        26%
Employees                                                                                      1,090         573        90%
Revenue per employee                                   $  30,202   $ 31,822        -5%     $  89,742   $ 100,773       -11%


(1) The Company's facilities based Competitive Local Exchange Carrier (CLEC) subsidiary, Electric Lightwave, Inc.
    (ELI). Eliminations  reflect  intercompany  activity  between the Company's CLEC and communications operations.
(2) For 1998,  special items include Y2K and separation costs. For 1997, special
    items include the charge to earnings.
(3) Operating loss excluding special items plus depreciation.  This is the equivalent of sector EBITDA.
(4) Operating cash flow less capital expenditures.
Note: Quarter ended information is not presented where it is the same as year
      to date.
</TABLE>
<PAGE>
                   Citizens Utilities Company and Subsidiaries
                       Sector Financial and Operating Data
<TABLE>
<CAPTION>
<S>                                                 <C>                                 <C>    
                                                     For the quarter ended                 For the year ended
                                                         December 31,                         December 31,
                                                    ------------------------            -------------------------
                                                                               %                                    %
(Dollars in thousands, except operating data)          1998        1997      Change         1998        1997      Change
                                                    ----------------------------------  -----------------------------------
Citizens Public Services
Select Income Statement Data
Revenues
Residential distribution                               $ 73,048    $ 80,695       -9%    $   307,440  $  298,866        3%
Commercial distribution                                  44,568      43,565        2%        181,669     135,671       34%
Industrial distribution                                  22,766      19,574       16%         87,924      74,856       17%
Municipal distribution                                    2,722       3,450      -21%         11,922      12,136       -2%
Total distribution                                      143,104     147,284       -3%        588,955     521,529       13%
Transportation / transmission                             1,212       1,477      -18%          5,262       5,316       -1%
Other                                                     2,084         321      549%         15,297      13,042       17%
Total revenues                                          146,400     149,082       -2%        609,514     539,887       13%
Cost of services (1)                                     59,751      67,092      -11%        254,759     234,626        9%
Gross margin                                             86,649      81,990        6%        354,755     305,261       16%
Depreciation                                             14,650      11,573       27%         59,186      49,282       20%
Other operating expenses                                 46,144      39,313       17%        195,926     151,754       29%
Operating income                                         25,855      31,104      -17%         99,643     104,225       -4%
Special items (2)                                        (1,153)          -                   (3,118)    (37,602)
Operating income including special items                 24,701      31,104      -21%         96,525      66,623       45%

Cash Flow and Capital Expenditure Data
Operating cash flow (3)                                $ 40,505    $ 42,677       -5%    $   158,829  $  153,507        3%
Capital expenditures                                     44,758      51,204      -13%         95,456     103,595       -8%
Free cash flow (4)                                       (4,253)     (8,527)      50%         63,373      49,912       27%

Select Balance Sheet Data
Total assets                                                                             $ 1,631,635  $1,580,181        3%
Net plant                                                                                  1,344,643   1,269,271        6%

Operating Data
Customers                                                                                    867,300     845,600        3%
Employees                                                                                      1,787       1,719        4%
Customers per employee                                                                           485         492       -1%
Gross margin (net revenue) per employee                $ 48,489    $ 47,696        2%    $   198,520  $  177,581       12%


(1) Natural gas, electric energy and fuel oil purchased.
(2) For 1998, special items include Y2K and separation costs.  For 1997, special
    items include the charge to earnings.
(3) Operating income excluding special items plus depreciation. This is the equivalent of sector EBITDA.
(4) Operating cash flow less capital expenditures.
Note: Quarter ended information is not presented where it is the same as year
      to date.
</TABLE>
<PAGE>
                   Citizens Utilities Company and Subsidiaries
                     Financial and Operating Data by Service
<TABLE>
<CAPTION>
<S>                                                 <C>                                   <C>    
                                                      For the quarter ended                 For the year ended
                                                           December 31,                        December 31,
                                                     -------------------------            ------------------------
                                                                                 %                                   %
(Dollars in thousands, except operating data)           1998         1997      Change        1998        1997      Change
                                                     -----------------------------------  ----------------------------------
Citizens Public Services

Gas
Select Income Statement Data
Revenues
Residential distribution                                $ 32,573     $ 43,341      -25%     $ 150,386   $ 145,016        4%
Commercial distribution                                   25,790       25,801        0%       109,259      64,004       71%
Industrial distribution                                   12,905        8,495       52%        47,497      30,366       56%
Municipal distribution                                       703          935      -25%         3,657       3,251       12%
Total distribution                                        71,971       78,572       -8%       310,799     242,637       28%
Transportation                                               622          803      -23%         2,435       2,622       -7%
Other                                                      2,958         (127)    2429%        12,189       6,839       78%
Total revenues                                            75,551       79,248       -5%       325,423     252,098       29%
Cost of services (gas purchased)                          39,596       45,302      -13%       166,829     139,900       19%
Gross margin                                              35,955       33,946        6%       158,594     112,198       41%
Depreciation                                               6,955        3,672       89%        24,084      15,587       55%
Other operating expenses                                  18,726       16,258       15%        90,753      54,704       66%
Operating income                                          10,274       14,016      -27%        43,757      41,907        4%
Special items (1)                                           (567)           -                  (1,532)    (12,707)
Operating income including special items                   9,707       14,016      -31%        42,225      29,200       45%

Cash Flow and Capital Expenditure Data
Operating cash flow (2)                                 $ 17,229     $ 17,688       -3%     $  67,841   $  57,494       18%
Capital expenditures                                      18,275       23,684      -23%        45,768      47,880       -4%
Free cash flow (3)                                        (1,046)      (5,996)      83%        22,073       9,614      130%

Select Balance Sheet Data
Total assets                                                                                $ 554,028   $ 530,696        4%
Net plant                                                                                     444,126     423,533        5%

Operating Data
Customers                                                                                     457,200     446,100        2%
Employees                                                                                         958         923        4%
Customers per employee                                                                            477         483       -1%
Gross margin (net revenue) per employee                 $ 37,531     $ 36,778        2%     $ 165,547   $ 121,558       36%
Billion Cubic Feet of gas throughput (BCF)                  29.0         25.0       16%         108.8        80.3       35%


(1) For 1998,  special items include Y2K and separation costs. For 1997, special
    items include the charge to earnings.
(2) Operating income excluding special items plus depreciation. This is the equivalent of sector EBITDA.
(3) Operating cash flow less capital expenditures.
Note: Quarter ended information is not presented where it is the same as year
      to date.
</TABLE>
<PAGE>
                   Citizens Utilities Company and Subsidiaries
                     Financial and Operating Data by Service
<TABLE>
<CAPTION>
<S>                                                   <C>                                 <C>    
                                                       For the quarter ended                For the year ended
                                                           December 31,                        December 31,
                                                      ------------------------            ------------------------
                                                                                 %                                   %
(Dollars in thousands, except operating data)            1998        1997      Change        1998        1997      Change
                                                      ----------------------------------  ----------------------------------
Citizens Public Services

Electric
Select Income Statement Data
Revenues
Residential distribution                                $  17,918    $ 19,544       -8%    $   80,887  $   83,108       -3%
Commercial distribution                                    14,410      13,909        4%        57,617      57,455        0%
Industrial distribution                                     9,598      10,847      -12%        39,393      43,529      -10%
Municipal distribution                                      2,019       2,515      -20%         8,265       8,885       -7%
Total distribution                                         43,945      46,815       -6%       186,162     192,977       -4%
Transmission                                                  590         674      -12%         2,827       2,694        5%
Other                                                         553        (833)     166%         1,318       2,399      -45%
Total revenues                                             45,088      46,656       -3%       190,307     198,070       -4%
Cost of services (electric energy and fuel oil purchased)  20,155      21,790       -8%        87,930      94,726       -7%
Gross margin                                               24,933      24,866        0%       102,377     103,344       -1%
Depreciation                                                5,104       5,428       -6%        22,733      22,195        2%
Other operating expenses                                   12,683       8,796       44%        51,898      45,372       14%
Operating income                                            7,146      10,642      -33%        27,746      35,777      -22%
Special items (1)                                            (242)          -                    (653)    (22,054)
Operating income including special items                    6,904      10,642      -35%        27,093      13,723       97%

Cash Flow and Capital Expenditure Data
Operating cash flow (2)                                 $  12,250    $ 16,070      -24%    $   50,479  $   57,972      -13%
Capital expenditures                                        6,025      12,095      -50%        18,895      23,544      -20%
Free cash flow (3)                                          6,225       3,975       57%        31,584      34,428       -8%

Select Balance Sheet Data
Total assets                                                                               $  479,210  $  492,926       -3%
Net plant                                                                                     386,299     388,162        0%

Operating Data
Customers                                                                                     115,400     111,800        3%
Employees                                                                                         300         303       -1%
Customers per employee                                                                            385         369        4%
Gross margin(net revenue) per employee                  $  83,110    $ 82,066        1%    $  341,257  $  341,069        0%
Megawatt hours sold                                       434,844     397,349        9%     1,745,419   1,655,121        5%
Megawatt hours generated                                   93,873      93,744        0%       367,285     353,390        4%
Megawatt hours purchased                                  352,252     364,638       -3%     1,533,163   1,533,584        0%


(1) For 1998,  special items include Y2K and separation costs. For 1997, special
    items include the charge to earnings.
(2) Operating income excluding special items plus depreciation.  This is the equivalent of sector EBITDA.
(3) Operating cash flow less capital expenditures.
Note: Quarter ended information is not presented where it is the same as year
      to date.
</TABLE>
<PAGE>
                   Citizens Utilities Company and Subsidiaries
                     Financial and Operating Data by Service
<TABLE>
<CAPTION>
<S>                                                <C>                               <C>        
                                                   For the quarter ended               For the year ended
                                                        December 31,                      December 31,
                                                   -----------------------           -----------------------
                                                                             %                                 %
(Dollars in thousands, except operating data)         1998       1997      Change       1998       1997      Change
                                                   --------------------------------  --------------------------------
Citizens Public Services

Water/Wastewater
Select Income Statement Data
Revenues
Residential distribution                             $ 22,557    $ 17,810      27%    $  76,167   $  70,742       8%
Commercial distribution                                 4,368       3,855      13%       14,793      14,212       4%
Industrial distribution                                   263         232      13%        1,034         961       8%
Other                                                  (1,427)      1,281    -211%        1,790       3,804     -53%
Total revenues                                         25,761      23,178      11%       93,784      89,719       5%
Depreciation                                            2,591       2,473       5%       12,369      11,500       8%
Other operating expenses                               14,736      14,259       3%       53,275      51,678       3%
Operating income                                        8,434       6,446      31%       28,140      26,541       6%
Special items (1)                                        (344)          -                  (933)     (2,841)
Operating income including special items                8,090       6,446      26%       27,207      23,700      15%

Cash Flow and Capital Expenditure Data
Operating cash flow (2)                              $ 11,025    $  8,919      24%    $  40,509   $  38,041       6%
Capital expenditures                                   20,458      15,425      33%       30,793      32,171      -4%
Free cash flow (3)                                     (9,433)     (6,506)    -45%        9,716       5,870      66%

Select Balance Sheet Data
Total assets                                                                          $ 598,397   $ 556,559       8%
Net plant                                                                               514,218     457,576      12%

Operating Data
Customers                                                                               294,700     287,700       2%
Employees                                                                                   352         364      -3%
Customers per employee                                                                      837         790       6%
Revenue per employee                                 $ 73,185    $ 63,676      15%    $ 266,432   $ 246,481       8%
Billions of gallons of water delivered                    6.8         6.9      -1%         29.6        31.4      -6%
Billions of gallons of wastewater treated                 1.1         1.1       0%          5.1         5.0       2%


(1) For 1998,  special items include Y2K and separation costs. For 1997, special
    items include the charge to earnings. 
(2) Operating  income excluding special items plus  depreciation.
    This is the equivalent of sector EBITDA.
(3) Operating cash flow less capital expenditures.
Note: Quarter ended information is not presented where it is the same as
      year to date.
</TABLE>

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,  1998 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>


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