-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EqJkMZbe4v2xfUDnoZVXzYyCK+YTN35WF24zpgappNMecxtJD4M6aIo5iHOzIG7z B9JJtupLTpbUk2fq1v70Gw== 0000020520-95-000017.txt : 199506290000020520-95-000017.hdr.sgml : 19950629 ACCESSION NUMBER: 0000020520-95-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS UTILITIES CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 95550005 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 STREET 2: P O BOX 3801 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033298800 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year End December 31, 1994 CUC 401(k) Employee Benefit Plan (Full title of the Plan) Citizens Utilities Company High Ridge Park, Stamford Connecticut 06905 (Name of issuer of the securities held pursuant to the Plan and address of its principal executive office) Commission File Number 001-11001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has caused this Annual Report to be signed on its behalf by the duly undersigned there unto duly authorized. Date: March 31, 1995 By: Citizens Utilities Company, Plan Administrator of the CUC 401(k) Employee Benefit Plan By: Livingston E. Ross ------------------------------- Livingston E. Ross Vice President and Controller CUC 401(k) Employee Benefit Plan Index to Financial Statements and Schedules Page ---- Independent Auditors' Report 3 Financial Statements: Statements of Plan Equity as of December 31, 1994 and 1993 4 Statements of Income and Changes in Plan Equity for the Years Ended December 31, 1994, 1993 and 1992 5-6 Notes to Financial Statements 7-11 Schedules: I - Investments as of December 31, 1994 12 II - Allocation of Plan Equity to Investment Options as of December 31, 1994 and 1993 13-14 III - Allocations of Plan Income and Changes in Plan Equity to Investment Options for the Years Ended December 31, 1994, 1993 and 1992 15-17 Independent Auditors' Consent Exhibit 1 Independent Auditors' Report ---------------------------- Citizens Utilities Company, Plan Administrator of the CUC 401(k) Employee Benefit Plan: We have audited the financial statements of the CUC 401(k) Employee Benefit Plan as listed in the accompanying index. In connection with our audits of the financial statements, we have also audited the supporting schedules as listed in the accompanying index. These financial statements and supporting schedules are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements and supporting schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the plan equity of the CUC 401(k) Employee Benefit Plan at December 31, 1994 and 1993 and the income and changes in plan equity for each of the years in the three-year period ended December 31, 1994 in conformity with generally accepted accounting principles. Also in our opinion, the related supporting schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. KPMG PEAT MARWICK LLP New York, New York March 31, 1995 CUC 401(k) Employee Benefit Plan Statements of Plan Equity December 31, ------------ Assets 1994 1993 - ------ ---- ---- Investments Stock Fund - at market value (Cost of $32,371,878 in 1994 and $26,416,986 in 1993) $ 65,069,654 $86,441,328 Guaranteed Income Fund - at contract value 14,178,486 10,983,889 Equity Fund - at market value (Cost $3,525,961 in 1994 and $1,948,560 in 1993) 3,533,380 2,217,105 Bond Fund - at market value (Cost $884,394 in 1994 and $643,260 in 1993) 855,542 648,694 Cash and cash equivalents 8,934,183 419,715 Contributions receivable 1,404,589 1,353,207 Loans receivable 2,738,549 2,077,656 Other receivables 349,444 120,242 Interest receivable 214,333 136,084 ------------ ------------ Total Assets 97,278,160 104,397,920 ------------ ------------ Liabilities and Plan Equity - --------------------------- Accounts payable 278,013 623,914 Distributions payable to participants 50,922 2,106,261 ------------ ------------ Total Liabilities 328,935 2,730,175 ------------ ------------ Plan Equity $96,949,225 $101,667,745 ============ ============ See accompanying notes to financial statements
CUC 401(k) Employee Benefit Plan Statements of Income and Changes in Plan Equity Year Ended December 31, ----------------------- 1994 1993 1992 ---- ---- ---- Investment income: Dividends $ 248 $ 0 $ 65 Interest 1,116,095 966,115 803,327 ------------ ------------ ----------- Total Investment income 1,116,343 966,115 803,392 Realized gains (losses): Stock Fund 4,760,080 10,705,195 280,835 Guaranteed Income Fund 293 0 0 Equity Fund 164,133 11,785 0 Bond Fund (3,426) 86 0 ------------ ------------ ----------- Total realized gains (losses) 4,921,080 10,717,066 280,835 Unrealized appreciation (depreciation): Stock Fund (28,411,309) 4,234,695 4,317,012 Guaranteed Income Fund (80,222) 0 0 Equity Fund (214,561) 171,805 96,740 Bond Fund (40,208) 3,148 2,286 ------------ ------------ ----------- Total unrealized appreciation (depreciation) (28,746,300) 4,409,648 4,416,038 Transfers into the Plan: Citizens Utilities Company Common Stock Series B from the LGS Employees' Savings and Investment Plan 0 2,388,736 44,169,944 Citizens Utilities Company Common Stock Series B from the TRASOP 0 21,758,402 0 GTE Savings Plan Assets 13,280,760 0 0 NORCO Plan Assets 1,683,414 0 0 ------------ ------------ ----------- Total Transfers into the Plan 14,964,174 24,147,138 44,169,944 Contributions: Employees 5,907,898 5,761,845 4,234,168 Employer 2,109,411 1,553,532 1,427,190 ------------ ------------ ----------- Total contributions 8,017,309 7,315,377 5,661,358 Distributions (4,915,838) (12,694,188) (5,599,982) Cancellation of loan notes of former participants (52,153) (27,454) (7,316) Participants' contributions used for life insurance policy payments (23,135) (27,364) (30,223) ------------ ------------ ----------- Changes in Plan Equity (4,718,520) 34,806,338 49,694,046 Plan Equity, beginning of year 101,667,745 66,861,407 17,167,361 ------------ ------------ ----------- Plan Equity, end of year $ 96,949,225 $101,667,745 $66,861,407 ============ ============ =========== See accompanying notes to financial statements
CUC 401(k) Employee Benefit Plan Notes to Financial Statements Years Ended December 31, 1994, 1993 and 1992 (1) Summary of Significant Accounting Policies ------------------------------------------ (a) Basis of Presentation --------------------- The Citizens Utilities 401(k) Employee Benefit Plan (the "Plan") provides Participants with five investment options: a Citizens Utilities Company (the "Company") Common Stock Series B Stock Fund, a Guaranteed Income Fund, an Equity Fund, a Bond Fund, and Life Insurance. Effective January 1, 1992, participants in the LGS Employees' Savings and Investment Plan became participants in the Plan. Assets in the LGS Employees' Savings and Investment Plan ("the LGS Plan") consisted entirely of the Company's Common Stock Series B. On June 7, 1993 and August 5, 1993 all unallocated shares of the Company's Common Stock Series B (66,342 shares) in the LGS Plan were transferred to the Plan. Total market value and total cost of the shares at the dates of transfer were $2,388,736 and $1,464,171, respectively. On November 3, 1992, all allocated shares of the Company's Common Stock Series B (1,577,498 shares) in the LGS Plan were transferred to the Plan. Market value and cost of the shares at the date of transfer were $44,169,944 and $13,637,594, respectively. Effective December 1, 1993 the Citizens Tax Reduction Act Stock Ownership Plan ("TRASOP") was merged into the Plan. Assets in the TRASOP consisted entirely of the Company's Common Stock Series B. On December 13, 1993 all allocated shares of the Company's Common Stock Series B (1,117,853 shares) in the TRASOP were transferred to the Plan. Market value and cost of the shares at the date of transfer was $21,758,402 and $3,916,302, respectively. Effective January 1, 1994, participants in the Natural Gas Company of Louisiana ("NORCO") became participants in the Plan. NORCO assets in the amount of $1,683,414 were transferred to the Plan on August 15, 1994. On December 31, 1993, the Company acquired from GTE Corp. certain telecommunications operations in Idaho, Tennessee, Utah and West Virginia. On June 30, 1994, the Company acquired from GTE Corp. telecommunications operations in New York. Effective January 1, 1994, participants in the GTE Savings Plan from the acquired GTE properties in Idaho, Tennessee, Utah and West Virginia became participants in the Plan. Assets in the GTE Savings Plan totalling $4,189,254, exclusive of loan balances, were transferred to the Plan on August 30, 1994. Effective July 1, 1994, participants in the GTE Savings Plan from the acquired GTE New York property became participants in the Plan. Assets in the GTE Savings Plan totalling $8,356,541, exclusive of loan balances, were transferred to the plan on November 2, 1994. (b) Stock Fund ---------- The stock fund invests in shares of the Company's Common Stock Series B. Stock dividends are paid on the Common Stock Series B shares in additional full and fractional shares. Stock dividends are not reported as dividend income in the Statements of Income and Changes in Plan Equity, rather, stock dividends are capital transactions which have the effect of increasing plan shares and decreasing per share cost. Shares received from stock dividends in 1994, 1993 and 1992 were 240,385, 140,146 and 34,679, respectively. (c) Guaranteed Income Fund ---------------------- Annual Compound Guaranteed Income Contribution Maturity Rate of Contract Issuer Period Date Return - ----------------- ----------------- -------- --------- New York Life Ins., Co. 9/8/94 6/30/99 7.11% John Hancock Mutual Life Ins., Co. 7/1/94 to 6/30/95 6/30/98 6.94% Principal Mutual Life Ins., Co. 7/1/93 to 6/30/94 6/30/99 5.60% Pacific Mutual Life Ins., Co. 7/1/92 to 6/30/93 6/30/97 7.30% AUSA Life Insurance Company Prior to 12/31/93 6/03/97 5.00% Life Insurance Company of VA 7/1/90 to 6/30/91 6/30/94 9.00% The Guaranteed Income Fund pays a blended interest rate for contracts purchased since July 1, 1992. This Blended Interest Rate is calculated using a weighted average of contract assets and the above annual compound rates of return. The blended interest rate is projected using assets in the above contracts and varies as contracts mature, as new contracts are purchased and with deposit and withdrawal experience. Investments made in this Fund between July 1, 1991 and June 30, 1992 earn a rate of return determined under a guaranteed insurance contract issued by the General American Life Insurance Company. This contract matures on June 30, 1996 and bears an annual compound rate of return of 8.30%. (d) Equity Fund ----------- Prior to June 30, 1994, contributions were invested in Capital Initiatives Equity Total Return Account Contract ("Equity TRAC"). The return on the Equity Fund was linked to the performance of the Standard and Poor's 500 Index. Contributions made after June 30, 1994 are invested in the Index Trust 500 portfolio managed by the Vanguard Group. This fund is a passive equity management vehicle which seeks to replicate the total return of the Standard and Poor's 500 stock index with dividends reinvested. The Equity Fund's balance as of June 30, 1994 was transferred to the Vanguard Index Trust 500 Portfolio. (e) Bond Fund --------- Contributions are invested in the GNMA Bond Fund managed by the Vanguard Group. The fund is comprised primarily of securities backed by the "full faith and credit of the U.S. Government". Dividends are received in cash and reinvested in additional Bond Fund shares. (f) Life Insurance -------------- After January 1, 1992 the life insurance option is no longer offered to existing and newly eligible participants. Prior to 1992, life insurance, which may cover the participant, his/her spouse and dependent children, was provided by Inter-American Life Insurance Company ("Inter-American"). Participants who maintained life insurance policies prior to January 1, 1992 had their coverage remain intact. These Participants may continue to have up to 25% of their contributions used to pay premiums on a selected amount of life insurance coverage. Insurance certificates are issued to all Participants selecting this option and insurance policies are issued to Participants upon their retirement or termination. On December 23, 1991, the Circuit Court of Cook County, Illinois entered an Order of Liquidation with a Finding of Insolvency against Inter-American. The Order of Liquidation has no effect on Plan assets as the Participants' contributions used to purchase life insurance policies are not assets of the Plan. The face values and cash surrender values of the Inter-American policies have been assumed by Jackson National Life Insurance Company and Commonwealth Life Insurance Company. (g) Loans ----- A Participant in the Plan for two years or more may request to borrow up to the lesser of 50% of his/her vested account balance or $50,000, in both cases limited to the Participant's salary deferral account balance on the valuation date preceding the date on which the loan is made. The loans are allocated to a Loan Fund. The interest rate on the loans is equal to the prime interest rate in effect at the beginning of the month in which loans are approved and remains fixed at that rate. Loan repayments are made through payroll deductions and are credited to the Participants' accounts as the payments are made. In the event of termination of employment, a Participant's loan note is generally canceled and the Participant's distribution is reduced by the amount of the outstanding loan balance. (2) Administration of the Plan -------------------------- As of January 1, 1993, PNC Bank became the Plan Trustee. Plan administration costs are paid by the Company, the Plan Sponsor. (3) Eligibility ----------- The plan is a voluntary defined contribution plan. Under the terms of the Plan, non-bargaining unit employees who are at least 21 years of age and have attained 30 days of service are eligible to participate in the Plan. Enrollment dates are on January 1 and July 1 of each year. At December 31, 1994 there were 2,478 employees eligible to participate in the Plan and 2,265 participants in the Plan. (4) Contributions ------------- Eligible employees may contribute up to 16% of their annual compensation through payroll deductions, subject to certain maximum contribution restrictions. Participants who maintained life insurance coverage after January 1, 1992 may elect to continue to make specific dollar allocations to purchase life insurance coverage. Contributions may be apportioned in 5% increments to any combination of the four investment options specified below. At December 31, 1994 the number of accounts in each fund was as follows: Number of Accounts ---------- Investment Option: Stock Fund 2,251 Guaranteed Income Fund 1,789 Equity Fund 787 Bond Fund 329 Life Insurance 65 Loan Fund 453 The Company contribution is determined for each Plan year by the Board of Directors of the Company. The Company contribution for the 1994, 1993 and 1992 Plan years amounted to 50% of the first 6% of each Participant's annual compensation (as defined by the Plan). Prior to July 1, 1993, Company contributions were invested in the same ratio of fund options that the Participant elected except that contributions for life insurance premium payments were not considered in such investment ratio. Effective July 1, 1993 the Company contributions are invested entirely in the Stock fund. (5) Vesting ------- Participants are at all times fully vested in their own contributions and the allocated earnings thereon. Participants become 100% vested in the Company's contributions and the related earnings on the Company's contributions upon disability, death, attainment of normal retirement age or after five years of service. For any other termination of employment, the vesting schedule is as follows: Vested Percentage of Company's Contribution Years of Service and Related Earnings ---------------- ----------------------- Less than 2 years 0% 2 years but less than 3 years 40% 3 years but less than 4 years 60% 4 years but less than 5 years 80% 5 years or more 100% Non-vested forfeited employer contributions which had been allocated to the Guaranteed Income Fund, Equity Fund, Bond Fund and Stock Fund are used to reduce future Company contributions. Prior to 1993 Non- vested forfeited employer contributions to the Stock Fund were allocated among the Participants remaining at the end of each Plan year. Forfeitures by Fund for the years ended December 31, 1994, 1993 and 1992 were as follows: Fund 1994 1993 1992 ---- ---- ---- ---- Stock Fund $21,456 $7,916 $16,830 Guaranteed Income Fund 12,937 6,714 20,616 Equity Fund 706 3,809 2,243 Bond Fund 1,146 994 587 (6) Termination of Plan ------------------- The Company's Board of Directors has the right under the terms of the Plan to discontinue Company contributions at any time and to terminate the Plan, subject to the terms of the Employee Retirement Income Security Act of 1974 ("ERISA"). (7) Distribution of Benefits ------------------------ Upon termination of employment, a Participant is entitled to receive payment in full of the vested portion of his/her account. If the value of the terminating Participant's account exceeds $3,500, the Participant may elect to defer distribution. The distribution must begin on or before April 1st of the calendar year following the year the Participant attains age 70 1/2. (8) Federal Income Tax ------------------ The Plan is a qualified plan as described in Sections 401(a) and 401(k) of the Internal Revenue Code, as amended and, as such, the Trust established thereunder is exempt from payment of federal income taxes under provisions of Section 501(a) of the Internal Revenue Code. A favorable determination letter has been received from the Internal Revenue Service which confirms such status. Schedule I CUC 401(k) Employee Benefit Plan Investments December 31, 1994 Cost or Market or Number Contract Contract of Shares Value Value --------- -------- --------- Stock Fund - ---------- Citizens Utilities Company Common Stock Series B 5,154,032 $32,371,878 $65,069,654 ========= =========== =========== Guaranteed Income Fund - ---------------------- Guaranteed Income Fund $14,178,486 $14,178,486 =========== =========== Equity Fund - ----------- Vanguard Index Trust 82,229 $3,525,961 $3,533,380 ====== ========== ========== Bond Fund - --------- Vanguard GNMA Fund 89,305 $884,394 $855,542 ====== ======== ======== Schedule II
CUC 401(k) Employee Benefit Plan Allocation of Plan Equity to Investment Options December 31, 1994 Guaranteed Bond Insurance Loan Stock Fund Income Fund Equity Fund Fund Fund Fund ---------- ------------ ----------- ---- --------- ---- Assets: Investment in Stock Fund - at market value $65,069,654 $ -- $ -- $ -- $ -- $ -- Investment in Guaranteed Income Fund - at contract value -- 14,178,486 -- -- -- -- Investment in Equity Fund - at market value -- -- 3,533,380 -- -- -- Investment in Bond Fund - at market value -- -- -- 855,542 -- -- Cash and cash equivalents 4,516,819 1,460,294 2,350,406 606,664 -- -- Contributions receivable 948,216 240,917 173,443 42,013 -- -- Loans receivable -- -- -- -- -- 2,738,549 Other receivables 132,479 28,442 13,108 1,630 -- 173,785 Interest Receivable 21,635 131,158 59,098 2,442 -- -- ----------- ----------- ---------- -------- -------- --------- Total Assets 70,688,803 16,039,297 6,129,435 1,508,291 -- 2,912,334 ----------- ----------- ----------- -------- -------- --------- Liabilities: Accounts payable 21,456 12,937 706 3,968 6,066 232,880 Distributions payable to participants -- 48,464 2,458 -- -- -- ----------- ----------- ---------- -------- -------- --------- Total Liabilities 21,456 61,401 3,164 3,968 6,066 232,880 ----------- ----------- ---------- -------- -------- --------- Plan Equity $70,667,347 $15,977,896 $6,126,271 $1,504,323 $(6,066) $2,679,454 =========== =========== ========== ======== ======== =========
Schedule II-1
CUC 401(k) Employee Benefit Plan Allocation of Plan Equity to Investment Options December 31, 1993 Guaranteed Bond Insurance Loan Stock Fund Income Fund Equity Fund Fund Fund Fund ---------- ------------ ----------- ---- --------- ---- Assets: Investment in Stock Fund - at market value $86,441,328 $ -- $ -- $ -- $ -- $ -- Investment in Guaranteed Income Fund - at contract value -- 10,983,889 -- -- -- -- Investment in Equity Fund - at market value -- -- 2,217,105 -- -- -- Investment in Bond Fund - at market value -- -- -- 648,694 -- -- Cash and cash equivalents 330,149 -- -- -- 13,633 75,933 Contributions receivable 654,700 -- 114,105 19,969 564,433 -- Loans receivable -- -- -- -- -- 2,077,656 Other receivables 42,207 12,175 5,549 1,037 165 59,109 Interest Receivable 525 132,464 -- 3,095 -- -- ----------- ----------- ---------- -------- -------- --------- Total Assets 87,468,909 11,128,528 2,336,759 672,795 578,231 2,212,698 ----------- ---------------------- -------- -------- --------- Liabilities: Accounts payable -- 452,566 5,683 6,913 25,537 133,215 Distributions payable to participants 2,013,965 78,996 11,085 2,215 -- -- ----------- ----------- ---------- -------- -------- --------- Total Liabilities 2,013,965 531,562 16,768 9,128 25,537 133,215 ----------- ----------- ---------- -------- -------- --------- Plan Equity $85,454,944 $10,596,966 $2,319,991 $663,667 $552,694 $2,079,483 =========== =========== ========== ======== ======== =========
Schedule III CUC 401(k) Employee Benefit Plan Allocation of Plan Income and Changes in Plan Equity to Investment Options Year Ended December 31, 1994 Guaranteed Bond Insurance Loan Stock Fund Income Funds Equity Fund Fund Fund Fund ----------- ------------ ----------- ---- --------- ---- Investment income: Dividends $ -- $ -- $ -- $ -- $ -- $ 248 Interest 65,439 733,654 95,356 35,577 27,357 158,712 Realized gains (losses) 4,760,080 293 164,133 (3,426) -- -- Unrealized appreciation (depreciation) (28,411,309) (80,222) (214,561) (40,208) -- -- Transfers into Plan: GTE Savings Plan Assets 6,620,286 2,264,128 2,919,227 742,156 -- 734,963 NORCO Plan Assets -- 1,683,414 -- -- -- -- ----------- ----------- ---------- -------- -------- --------- Total transfers into Plan 6,620,286 3,947,542 2,919,227 742,156 -- 734,963 Contributions: Employees 3,413,023 1,403,690 850,056 217,994 23,135 -- Employer 2,073,877 22,209 10,074 3,251 -- -- ----------- ----------- ---------- -------- -------- --------- Total contributions 5,486,900 1,425,899 860,130 221,245 23,135 -- ----------- ----------- ---------- -------- -------- --------- Net transfers - other 1,050,442 (431,649) 55,473 (88,149) (586,117) -- Net transfers - loans (29,422) 299,255 (30,585) 2,551 -- (241,799) Distributions (4,330,013) (513,842) (42,893) (29,090) -- -- Cancellation of loan notes -- -- -- -- -- (52,153) Participants' contributions used for life insurance policy payments -- -- -- -- (23,135) -- ----------- ----------- ---------- -------- -------- ---------- Changes in Plan Equity (14,787,597) 5,380,930 3,806,280 840,656 (558,760) 599,971 ----------- ----------- ---------- -------- -------- ---------- Plan Equity, beginning of year 85,454,944 10,596,966 2,319,991 663,667 552,694 2,079,483 ----------- ----------- ---------- -------- -------- ---------- Plan Equity, end of year$70,667,347 $15,977,896 $6,126,271 $1,504,323 $(6,066) $2,679,454 =========== =========== ========== ========== ========== ========== Schedule III-1
CUC 401(k) Employee Benefit Plan Allocation of Plan Income and Changes in Plan Equity to Investment Options Year Ended December 31, 1993 Guaranteed Bond Insurance Loan Stock Fund Income Funds Equity Fund Fund Fund Fund ----------- ------------ ----------- ---- --------- ---- Investment income: Dividends $ -- $ -- $ -- $ -- $ -- $ -- Interest 5,652 819,322 -- 28,911 878 111,352 Realized gains 10,705,195 -- 11,785 86 -- -- Unrealized appreciation 4,234,695 -- 171,805 3,148 -- -- Transfers into Plan: Citizens Utilities Company Common Stock Series B from the LGS Employees' Savings and Investment Plan 2,388,736 -- -- -- -- -- Citizens Utilities Company Common Stock Series B from the TRASOP 21,758,402 -- -- -- -- -- ----------- ----------- ---------- -------- -------- --------- Transfers into Plan 24,147,138 -- -- -- -- -- Contributions: Employees 2,691,281 1,637,442 652,682 201,260 579,180 -- Employer 1,184,394 240,936 99,895 28,307 -- -- ----------- ----------- ---------- -------- -------- --------- Total contributions 3,875,675 1,878,378 752,577 229,567 579,180 -- ----------- ----------- ---------- -------- -------- --------- Net transfers - other 1,022,585 (879,155) (77,152) (66,278) -- -- Net transfers - loans (704,539) (253,554) (25,440) (6,426) -- 989,959 Distributions (12,132,276) (516,987) (34,697) (10,228) -- -- Cancellation of loan notes -- -- -- -- -- (27,454) Participants' contributions used for life insurance policy payments -- -- -- -- (27,364) -- ----------- ----------- ---------- -------- -------- ---------- Changes in Plan Equity 31,154,125 1,048,004 798,878 178,780 552,694 1,073,857 ----------- ----------- ---------- -------- -------- ---------- Plan Equity, beginning of year 54,300,819 9,548,962 1,521,113 484,887 -- 1,005,626 ----------- ----------- ---------- -------- -------- ---------- Plan Equity, end of year $85,454,944 $10,596,966 $2,319,991 $663,667 $552,694 $2,079,483 =========== =========== ========== ======== ======== ========== Schedule III-2
CUC 401(k) Employee Benefit Plan Allocation of Plan Income and Changes in Plan Equity to Investment Options Year Ended December 31, 1992 Guaranteed Bond Insurance Loan Stock Fund Income Funds Equity Fund Fund Fund Fund ----------- ------------ ----------- ---- --------- ---- Investment income: Dividends $ -- $ -- $ 65 $ -- $ -- $ -- Interest -- 738,790 -- 26,519 -- 38,018 Realized gains 280,835 -- -- -- -- -- Unrealized appreciation 4,317,012 -- 96,740 2,286 -- -- Transfers into Plan: Citizens Utilities Company Common Stock Series B from the LGS Employees' Savings and Investment Plan 44,169,944 -- -- -- -- -- Contributions: Employees 2,138,891 1,324,520 575,898 164,636 30,223 -- Employer 738,565 454,922 182,617 51,086 -- -- ----------- ---------- ---------- -------- -------- ---------- Total contributions 2,877,456 1,779,442 758,515 215,722 30,223 -- ----------- ---------- ---------- -------- -------- ---------- Net transfers - other (1,056,504) 1,456,968 (674,128) 273,664 -- -- Net transfers - loans (498,324) (124,520) 10,057 2,264 -- 610,523 Distributions (4,401,503) (1,102,432) (60,479) (35,568) -- -- Cancellation of loan notes -- -- -- -- -- (7,316) Participants' contributions used for life insurance policy payments --- -- -- -- (30,223) -- ----------- ---------- ---------- -------- -------- ---------- Changes in Plan Equity 45,688,916 2,748,248 130,770 484,887 -- 641,225 ----------- ---------- ---------- -------- -------- ---------- Plan Equity, beginning of year 8,611,903 6,800,714 1,390,343 -- -- 364,401 ----------- ---------- ---------- -------- -------- ---------- Plan Equity, end of year $54,300,819 $9,548,962 $1,521,113 $484,887 $ -- $1,005,626 =========== ========== ========== ======== ======== ==========
EX-1 2 Independent Auditor's Consent ----------------------------- The Board of Directors Citizens Utilities Company: We consent to incorporation by reference in the registration statement (No. 33-48683) on Form S-8 of Citizens Utilities Company of our report dated March 31, 1995, relating to the statements of plan equity of Citizens Utilities 401(k) Employee Benefit Plan as of December 31, 1994 and 1993, and the related statements of income and changes in plan equity and related schedules for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994 annual report on Form 11-K of Citizens Utilities 401(k) Employee Benefit Plan. KPMG PEAT MARWICK LLP New York, New York June 27, `995
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