Directors Report 1

Directors' report

The directors present their report and unaudited financial statements for the year ended 31 March 2018 for United Utilities Pensions Trustee Limited, a private company limited by shares and incorporated and registered in England and Wales.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption.
The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006. Strategic report The company meets the size criteria required to qualify as a small company and is therefore not required to provide a strategic report. Principal activities and review of business The principal activity of the company is to operate as trustee for the United Utilities Pension Scheme. The company did not trade during the current or prior year and consequently no income statement has been prepared.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note 1.
Directors The directors who held office during the year and to date are given below: RD Armstrong OBE (resigned 6 July 2017) E Billington (appointed 12 September 2017, resigned 5 March 2018) FL Brierley (appointed 6 March 2018) GJ Dixon A Heron J Jones AKR Lambert C Lee CP Maloney GJ Mooney AH Smith (resigned 5 March 2018) PM Steer (appointed 6 March 2018) IP Sweeney
During the year, directors' and officers' liability insurance was in force. Approved by the board and signed on its behalf by:

A Heron Director 1 July 2018

3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
?use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

4.0

United Utilities Pensions Trustee Limited

Statement of financial position at 31 March 2018
Sheet1 For the year ended 31 March 2018 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies. The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements of United Utilities Pensions Trustee Limited, registered number 3483025, were approved by the board of directors and authorised for issue on ci? July 2018. They were signed on its behalf by:

A Heron Director

5.0
United Utilities Pensions Trustee Limited

Notes to the financial statements for the years ended 31 March 2018
1.Accounting policies Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards and applicable company law.
The company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) an& so the financial statements have been prepared in accordance with FRS 101 'Reduced Disclosure Framework'. As such the recognition and measurement requirements of EU-adopted IFRS have been applied, with amendments where necessary in order to comply with Companies Act 2006 and The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 as these are Companies Act 2006 accounts.
The company did not trade during the current or prior year, and accordingly neither a profit nor a loss has been made. Consequently, no income statement, statement of changes in equity or cash flow statement have been presented.
The financial statements are presented in sterling and all values are rounded to the nearest pound except when otherwise indicated. Going concern The company has net assets which the directors consider to be fully recoverable and on this basis, the directors believe it is appropriate to prepare the accounts on a going concern basis.
2.Operating profit There have been no employees of the company during the year, other than the directors (2017: nil, other than the directors). The company was not subject to an audit in either year and there were no non-audit services provided by the auditor to the company in either year.
3.Share capital 2018 2017
Allotted, issued and unpaid 2 ordinary shares of ?1.00 each 2 2

4.Ultimate parent undertaking As at 31 March 2018, the company's immediate parent undertaking is United Utilities PLC, a company incorporated in England and Wales. In the directors' opinion, the company's ultimate parent undertaking and controlling party was United Utilities Group PLC, a company incorporated in England and Wales. The smallest group in which the results of the company are consolidated is that headed by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from: The Company Secretary, United Utilities PLC, Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WAS 3LP. The largest group in which the results of the company are consolidated is that headed by United Utilities Group PLC. The consolidated accounts of this group are available to the public and may be obtained from: The Company Secretary, United Utilities Group PLC, Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WAS 3LP.

Directors Report 2

Directors report

The directors present their report and unaudited financial statements for the year ended 31 March 2017 for United Utilities Pensions Trustee Limited, a private company limited by shares and incorporated and registered in England and Wales.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption.
The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006. Strategic report The company meets the size criteria required to qualify as a small company and is therefore not required to provide a strategic report. Principal activities and review of business The principal activity of the company is to operate as trustee for the United Utilities Pension Scheme. The company did not trade during the current or prior year and consequently no income statement has been prepared.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note
Directors The directors who held office during the year and to date are given below: RD Armstrong OBE GJ Dixon A Heron J Jones AKR Lambert C Lee CP Maloney GJ Mooney AH Smith IP Sweeney (reStjhttd U Sul3 2011)

During the year, directors' and officers' liability insurance was in force. Approved by the board and signed on its behalf by:

A Heron Director 7 December 2017

3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

4.0

'United Utilities Pensions Trustee Limited

Statement of financial position at 31 March 2017
Sheet1 For the year ended 31 March 2017 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies. The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements of United Utilities Pensions Trustee Limited, registered number 3483025, were approved by the board of directors and authorised for issue on December 2017. They were signed on its behalf by:

A Heron Director

5.0
United Utilities Pensions Trustee Limited

Notes to the financial statements for the year ended 31 March 2017
1.Accounting policies Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards and applicable company law.
The company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) and so the financial statements have been prepared in accordance with FRS 101 'Reduced Disclosure Framework'. As such the recognition and measurement requirements of EU-adopted IFRS have been applied, with amendments where necessary in order to comply with Companies Act 2006 and The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008 as these are Companies Act 2006 accounts.
The company did not trade during the current or prior year, and accordingly neither a profit nor a loss has been made. Consequently, no income statement, statement of changes in equity or cash flow statement have been presented.
The financial statements are presented in sterling and all values are rounded to the nearest pound except when otherwise indicated. Going concern The company has net assets which the directors consider to be fully recoverable and on this basis, the directors believe it is appropriate to prepare the accounts on a going concern basis.
2.Operating profit There have been no employees of the company during the year, other than the directors (2016: nil, other than the directors). The company was not subject to an audit in either year and there were no non-audit services provided by the auditor to the company in either year.
3.Share capital 2017 2016
Allotted, issued and unpaid 2 ordinary shares of ?1.00 each 2 2

4.Ultimate parent undertaking As at 31 March 2017, the company's immediate parent undertaking is United Utilities PLC, a company incorporated in England and Wales. In the directors' opinion, the company's ultimate parent undertaking and controlling party was United Utilities Group PLC, a company incorporated in England and Wales. The smallest group in which the results of the company are consolidated is that headed by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from: The Company Secretary, United Utilities PLC, Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WA5 3LP. The largest group in which the results of the company are consolidated is that headed by United Utilities Group PLC. The consolidated accounts of this group are available to the public and may be obtained from: The Company Secretary, United Utilities Group PLC, Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WAS 3LP.

Directors Report 3

Directors' report

The directors present their report and the unaudited financial statements for the year ended 31 March 2016 for United Utilities Pensions Trustee Limited, a private company limited by shares and incorporated and registered in England and Wales.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption. Accordingly, no enhanced business review has been prepared.
The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006. Strategic report The company meets the size criteria as a small company and is therefore not required to provide a strategic report.
Principal activities and review of business The principal activity of the company is to operate as trustee for the United Utilities Pension Scheme. The company did not trade during the current or prior year and consequently no income statement has been presented.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note 1.0
Directors The directors who held office during the year and to date are given below: RD Armstrong OBE C Brown (resigned 29 February 2016) GJ Dixon (appointed 1 June 2015) A Heron J Jones AKR Lambert C Lee CP Maloney GJ Mooney J Smethurst (resigned 1 June 2015) AH Smith IP Sweeney (appointed 1 March 2016)
During the year, directors' and officers' liability insurance was in force. Approved by the board and signed on its behalf by:

A Heron Director 2:4- August 2016

3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

4.0

United Utilities Pensions Trustee Limited

Statement of financial position at 31 March
Sheet1 For the year ended 31 March 2016 the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies. The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements of United Utilities Pensions Trustee Limited, registered number 3483025, were approved by the board of directors and authorised for issue on 2 it August 2016. They were signed on its behalf by:

A Heron Director

5.0
United Utilities Pensions Trustee Limited

Notes to the financial statements

1.Accounting policies Basis of accounting The financial statements have been prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards and applicable company law.
The company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) and
As such the recognition and measurement requirements of EU-adopted IFRS have been applied, with amendments where necessary in order to comply with Companies Act 2006 and The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) as these are Companies Act 2006 accounts.
The company did not trade during the current or prior year, accordingly neither a profit nor a loss has been made.
Going concern The company has net assets which the directors consider to be fully recoverable and on this basis, the directors believe it is appropriate to prepare the accounts on a going concern basis.
2.Operating profit There have been no employees of the company during the year (2015: nil). The directors' emoluments are borne
are provided to multiple entities. The company was not subject to an audit in either year and there were no non-audit services provided by the

3.Share capital 2016 2015
Allotted, issued and unpaid 2 ordinary shares of ?1.00 each 2 2

4.Ultimate parent undertaking As at 31 March 2016, the company's immediate parent undertaking is United Utilities PLC, a company incorporated in England and Wales. In the directors' opinion, the company's ultimate parent undertaking and controlling party was United Utilities
The smallest group in which the results of the company were consolidated was that headed by United Utilities
Company Secretary, United Utilities PLC, Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WA5 3LP. The largest group in which the results of the company were consolidated was that headed by United Utilities
Company Secretary, United Utilities Group PLC, Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington, WA5 3LP.

Directors Report 4

Directors' report The directors present their report and the unaudited financial statements for the year ended 31 March 2015.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption. Accordingly, no enhanced business review has been prepared.
The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006. Strategic report The company meets the size criteria as a small company and is therefore not required to provide a strategic report.
Principal activities and review of business The principal activity of the company is to operate as trustee for the United Utilities Pension Scheme. The company did not trade during the current or prior year and consequently no profit and loss account has been presented.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note 1.
Directors The directors who held office during the year and to date are given below: RD Armstrong OBE C Brown GJ Dixon (appointed 1 June 2015) A Heron J Jones AKR Lambert C Lee CP Maloney GJ Mooney J Smethurst (resigned 1 June 2015) AH Smith During the year, directors' and officers' liability insurance was in force. Approved by the board and signed on its behalf by:

A Heron Director 10 September 2015

3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the directors' report and the financial statements

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

4.0

United Utilities Pensions Trustee Limited

Directors Report 5

Directors' report The directors present their report and the unaudited financial statements for the year ended 31 March 2014.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption. Accordingly, no enhanced business review has been prepared. The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006. Principal activities and review of business The principal activity of the company is to operate as trustee for the United Utilities Pension Scheme. The company did not trade during the current or prior year and consequently no profit and loss account has been presented. The directors do not intend that the company will commence trading in the foreseeable future.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note
Directors The directors who held office during the year and to date are given below: RD Armstrong OBE C Brown A Heron MF Howarth (resigned 30 September 2013) J Jones AKR Lambert C Lee CP Maloney GJ Mooney J Smethurst (appointed 3 December 2013) AH Smith During the year, directors' and officers' liability insurance was in force. Approved by the board and signed on its behalf by:

A Heron Director a August 2014

3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the strategic report, the directors' report and the financial statements
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

4.0
United Utilities Pensions Trustee Limited

Directors Report 6

Directors' report

The directors present their report and the unaudited financial statements for the year ended 31 March 2013
The directors report has been prepared in accordance with the provisions applicable to companies entitled to the
The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006
The principal activity of the company is to operate as trustee for United Utilities Pension Scheme The company
The directors do not intend that the company will commence trading in the foreseeable future
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note

Directors The directors who held office during the year and to date are given below RD Armstrong OBE C Brown A Heron MF Howarth .1 Jones AKR Lambert C Lee CP Maloney G1 Mooney AR Smith During the year, directors' and officers' liability insurance was in force

Ot----k_ A Heron Director 2013-09-17 00:00:00

3.0
United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the financial

The directors are responsible for preparing the Annual Report and the financial statements in accordance with

Company law requires the directors to prepare financial statements for each financial year Under that law the
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

4.0 United Utilities Pensions Trustee Limited 1

Directors Report 7

Directors' report

The directors present their report and the unaudited financial statements for the year ended 31 March 2012
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the
The company is exempt from the requirement for an audit under section 480 of the Companies Act 2006
The principal activity of the company is to operate as trustee for United Utilities Pension Scheme The company
The directors do not intend that the company will commence trading in the foreseeable future
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note

Directors The directors who held office during the year and to date are given below RD Armstrong OBE C Brown A Heron MF Howarth J Jones AKR Lambert (appointed 6 March 2012) C Lee CP Maloney GJ Mooney Ali Smith The Law Debenture Pension Trust Corporation plc (resigned 6 March 2012) During the year, directors' and officers' liability insurance was in force

A Heron Director 2012-08-06 00:00:00

3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
United Utilities Pensions Trustee Limited

Directors Report 8

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2011 The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption Accordingly, no enhanced business review has been prepared
Principal activities and review of business The principal activity of the company is to operate as trustee for United Utilities Pension Scheme The company did not trade during the current or prior year and consequently no profit and loss account has been prepared The directors do not intend that the company will commence trading in the foreseeable future
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note I
Directors The directors who held office during the year and to date are given below RD Armstrong OBE C Brown MJ Edwards (resigned 23 November 2010) A Heron (appointed 23 November 2010) MF Howarth .1 Jones C Lee CP Maloney GJ Mooney AH Smith The Law Debenture Pension Trust Corporation plc
During the year, directors' and officers' liability insurance was in force
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that ?so far as he is aware, there is no relevant audit information of which the company's auditor is unaware, and ?he has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006

United Utilities Pensions Trustee Limited

Directors' report (continued)
Auditor During the year, following a thorough tender process, the United Utilities Group PLC's (the group) audit committee recommended to the group's board that KPMG Audit Plc be appointed auditor to the group and its subsidiary undertakings, following the conclusion of Deloitte LLP's audit of the 2011 financial statements Deloitte LLP will therefore resign as auditor to the company and KPMG Audit Plc will be appointed to fill a casual vacancy In the absence of an annual general meeting KPMG Audit Plc will thereafter be deemed to be reappointed as auditor to the company
Approved by the board and signed on its behalf by

A Heron Director 2011-09-08 00:00:00

4.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the financial statements
The directors are responsible for preparing their report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently,
?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

5.0
Independent auditor's report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31
that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the
those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed Respective responsibilities of directors and auditor As explained more fully in the statement of directors' responsibilities, the directors are responsible for the
responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to
fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the annual report to identify material Inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 March 2011 and of its result for the
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice,
?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been received
?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit, or ?the directors were not entitled to take advantage of the small companies exemption in preparing the

Jane Boardman (Senior Statutory Auditor)
Chartered Accountants and Statutory Auditor
9 seriesur20 I
6.0
United Utilities Pensions Trustee Limited

Directors Report 9

Directors' report
The directors present their report and the audited financial statements for the year ended 31 March 2010
The directors' report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption Accordingly, no enhanced business review has been prepared
Principal activities and review of business The principal activity of the company is to operate as trustee for United Utilities Pension Scheme The company did not trade during the current or prior year and consequently no profit and loss account has been prepared The directors do not intend that the company will commence trading in thc foreseeable future
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out in note

Directors The directors who held office during the year and to date are given below RD Armstrong OBE C Brown CJ Caine (resigned 25 November 2009) KR Dewhurst (resigned 7 May 2009) MJ Edwards MF Howarth Jones (appointed 2 March 2010) C Lee CP Maloney (appointed 18 May 2009) G.1 Mooney AH Smith The Law Debenture Pension Trust Corporation plc
During the year, directors' and officers liability insurance was in force
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that ?so far as the director is aware, there is no relevant audit information of which the company's auditors

?the director has taken all the steps that he/she ought to have taken as a director to make himself/herself
aware of that information
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006
Auditors Deloitte LLP have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting
By order of the board

JL Gihnore On behalf of ILJL, Secretariat Limited I September 2010
3.0 Linithd Utilities Pensions I i ustee Limited

Statement of directors' responsibilities in respect of the financial statements
The directors are responsible for preparing their report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently,
?make judgments and accounting estimates that are reasonable and prudent, and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

4.0
Independent auditors' report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31 March 2010 which comprise the balance sheet and the related notes 1 to 5 The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) This report is made solely to the company's members, as a body, in accordance with sections 495 and 496 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed Respective responsibilities of directors and auditors As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 March 2010 and of its results for
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been
?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?the directors were not entitled to take advantage of the small companies exemption in preparing the
?we have not received all the information and explanations we require for our audit

Jane Boardman (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditors Manchester 2. September 2010

5.0 1,nited Utilities Pensions Ii ustee Limited i

Directors Report 10

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2009.
The directors' report has been prepared in accordance with the special provisions relating to small companies

Principal activities and review of business The principal activity of the company is to operate as trustee for United Utilities Pension Scheme. The company
directors do not intend that the company will commence trading in the foreseeable future.
Directors The directors who held office during the year and to date are given below: RD Armstrong OBE
Si Cabrini (resigned 3 October 2008) CJ Caine (appointed 2 December 2008) KR Dewhurst (resigned 7 May 2009)
BJ Fahey (resigned 23 March 2009) MF Howarth (appointed 13 October 2008)
CP Maloney (appointed 18 May 2009) GJ Mooney (appointed 23 March 2009) NR Parr (resigned 22 August 2008) AH Smith The Law Debenture Pension Trust Corporation plc
During the year, directors' and officers' liability insurance was in force.
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that:
I. so far as he or she is aware, there is no relevant audit information of which the company's auditors are

2. he or she has taken all the steps that he or she ought to have taken as a director in order to make himself
aware of that information.
This confirmation is given, and should be interpreted, in accordance with the provisions of s234ZA of the

Auditors Pursuant to s386 of the Companies Act 1985 an elective resolution has been made dispensing with the
Therefore Deloitte LLP is deemed to continue as auditors of the company.
By order of the board

JL Gilmore On behalf of UU Secretariat Limited Date: 28 September 2009
3.0

United Utilities Pensions Trustee Limited

Statement of directors' responsibilities in respect of the financial statements
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom law and Accounting Standards (United Kingdom Generally Accepted Accounting Practice). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgments and estimates that are reasonable and prudent;
?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

Directors Report 11

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2008.
The directors' report has been prepared in accordance with the special provisions relating to small companies

Principal activities and review of business The principal activity of the company is to operate as trustee for United Utilities Pension Scheme. The company
directors do not intend that the company will commence trading in the foreseeable fiiture.
Directors The directors who held office during the year and to date are given below: Mr RD Armstrong OBE Mr C Brown (appointed 4 March 2008) Mr G Burlchill (resigned 3 March 2008) Ms Si Cabrini (appointed 6 December 2007, resigned 3 October 2008) Mr CJ Caine (appointed 2 December 2008)
Mr MJ Edwards Mr BJ Fahey Mr MF Howarth (appointed 13 October 2008) Mr C Lee (appointed 4 March 2008)
Mr NR Parr (resigned 22 August 2008)
Ms P Steer (resigned 3 March 2008) Ms S Willis (resigned 5 December 2007)
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that:
I. so far as he or she is aware, there is no relevant audit information of which the company's auditors are

2. he or she has taken all the steps that he/she ought to have taken as a director in order to 'make
aware of that information.
This confirmation is given, and should be interpreted, in accordance with the provisions of s234ZA of the

Auditors On 1 December 2008 Deloitte & Touche LLP changed its name to Deloitte LLP. Pursuant to s386 of
annually. Therefore Deloitte LLP is deemed to continue as auditor of the company.
3.0

By order of the bo rd

On behalf of tTU Secretariat Limited

United Utilities Pensions Trustee

Statement of directors' responsibilities in respect of the financial statements
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgments and estimates that are reasonable and prudent;
? state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

4.0 United Utilities Pensions Trustee limited

Independent auditors' report to the mem bers of United Utilities Pensions Trustee Limited

We have audited the company's financial statements for the year ended 31 March 2008 which comprise the

Directors Report 12

Directors' report For the year ended 31 March 2007
The directors present their report and the audited financial statements of the company for the year ended 31 March 2007
The directors' report has been prepared in accordance with the special provisions relating to small companies under Section 246(4) of the Companies Act 1985
Principal activity The company operates as trustee for the United Utilities Pension Scheme
The company did not trade dunng the current or pnor year and consequently no profit and loss account has been prepared
Directors and indemnities The directors who served during the year (and post year end changes) were as follows
R D Armstrong S Beaumont (resigned 5 September 2006) T L Birkett (resigned 26 March 2007) L M Booth (resigned 12 March 2007) G Burkfull S J Cabnni (appointed 6 December 2007) K R Dewhurst (appointed 6 December 2007) M J Edwards (appointed 13 March 2007) B J Fahey (appointed 27 March 2007) A K R Lambert (appointed 30 September 2006, resigned 26 March 2007) C Lee (resigned 30 September 2006) M G McCallion (appointed 5 September 2006, resigned 5 December 2007) N R Parr (appointed 27 March 2007) A H Smith P Steer S Willis (resigned 5 December 2007) The Law Debenture Pension Trust Corporation plc
During the year directors' and officers' liability insurance was in force.
United Utilities Pensions Trustee Limited

Directors' report (continued) For the year ended 31 March 2007

Disclosure of information to auditors In the case of each person who is a director at the time when the directors' report is approved
?so far as the directors are aware, there is no relevant audit information of which the auditors are unaware, and . ?each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information
The confirmation is given and should be interpreted in accordance with s234ZA of the Companies Act 1985
Auditors Pursuant to S386 of Companies Act 1985 an elective resolution has been passed dispensing with the requirement to appoint auditors annually Therefore Deloitte & Touche LLP is deemed to continue as auditor of the company
By order of the Board

r

P A Davies On behalf of UU Secretanat Limited Secretary
Haweswater House Lingley Mere Business Park Lingley Green Avenue Great Sankey Warrington WAS 3LP

2.0
United Utilities Pensions Trustee Limited

Statement of Directors' Responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

3.0
United Utilities Pensions Trustee Limited
Independent auditors' report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31 March 2007 which comprise the balance sheet and the related notes 1 to 4 These financial statements have been prepared under the accounting policies set out therein This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed Respective responsibilities of directors and auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors Responsibilities Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland)
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the information given in the directors' report is consistent with the financial statements
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed
We read the directors' report and the statement of directors' responsibilities and consider the implications for our report if we become aware of any apparent misstatements within it
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements Opinion In our opinion
?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 March 2007 and of its result for the year then ended, ?the financial statements have been properly prepared in accordance with the Companies Act 1985, and ?the information given in the directors' report is consistent with the financial statements

Deloitte St Touche LLP Chartered Accountants and Registered Auditors Manchester, United Kingdom 30 CC.... . 0 3 nest 4.0
United Utilities Pensions Trustee Limited
Sheet1 The financial statements on pages 5 to 7 were approved by the board of directors on 25 January 2008 and signed on its behalf by

R D Armstrong Director

5.0

United Utilities Pensions Trustee Limited Notes to the Financial Statements For the year ended 31 March 2007
1 Accounting policies The principal accounting policies are summarised below and have all been applied consistently throughout the current and prior year
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom law and accounting standards

Directors Report 13

Directors' Report
The Directors present their report and the audited financial statements of the Company for the year ended 31 March 2006.
The directors' report has been prepared in accordance with the special provisions relating to small companies under Section 246(4) of the Companies Act 1985.
Principal activities and review of the business The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the current or prior year and consequently no profit and loss account has been prepared.
Directors and their interests The Directors who served during the year were as follows:
The Law Debenture Pension Trust Corporation plc R D Armstrong C D Lee (resigned 30 September 2006) S Beaumont (resigned 5 September 2006) T Birkett G Burkhill A Smith P Steer S Willis L M Booth (appointed 1 April 2005) M G McCallion (appointed 5 September 2006) A K R Lambert (appointed 30 September 2006)
None of the Directors held any interest in the share capital of the Company.
The interests of serving Directors at 31 March 2006 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking, were as follows.
Interests in ?1 Ordinary Shares Sheet1 1.0
United Utilities Pensions Trustee Limited Directors' Report (continued)
Interests in ?0.50 A Shares Sheet2 Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in that company's accounts.
During the year directors' and officers' liability insurance was in force.
Disclosure of information to Auditors In the case of each person who is a director at the time when the directors' report is approved:
?so far as the director is aware, there is no relevant audit information of which the auditors are unaware; and ?the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
The confirmation is given and should be interpreted in accordance with s234ZA of the Companies Act 1985
Auditors Pursuant to S386 of CA1985 an elective resolution has been passed dispensing with the requirement to appoint auditors annually. Therefore Deloitte & Touche LLP is deemed to continue as auditor of the Company.
By order of the Board

P Davies On behalf of UU Secretariat Limited Secretary 2007-01-29 00:00:00 Dawson House, Great Sankey, Warrington, Cheshire, WAS 3LW

2.0
United Utilities Pensions Trustee Limited

Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

3.0
United Utilities Pensions Trustee Limited
Independent Auditors' Report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31 March 2006 which comprise the Balance Sheet and the related notes Ito 4. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion:
?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 March 2006 and of its result for the year then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985; and ?the information given in the Directors' Report is consistent with the financial statements.

? oja, c,?,? CC" Deloitte & Touche LLP Chartered Accountants and Registered Auditors Manchester ,291anuary 2007 -'I
4.0
United Utilities Pensions Trustee Limited
Sheet3 The financial statements on pages 5 to 7 were approved by the Board of Directors on 29 January 2007 and signed on its behalf by:

R D Armstrong Director ? t tr-+
Rve0?.xs b3zc0t zoo TI Pk.. NA. StN

5.0
United Utilities Pensions Trustee Limited

Notes to the Financial Statements For the year ended 31 March 2006

1 Accounting policies
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards.
Profit & Loss Account During the current and the preceding financial year, the Company has not traded and accordingly neither a profit nor a loss has been made, nor any other recognised gain or loss.
Cash flow statement No cash flow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cash flow statement prepared in accordance with Financial Reporting Standard 1 (Revised).
Related party transactions As a wholly owned subsidiary, the Company is exempt from disclosing transactions with other Group undertakings under Financial Reporting Standard 8.
2 Operating expenses
The Directors received no emoluments as directors of the Company during the year (2005: bill). There have been no employees of the Company during the year (2005: nil).
The auditor's remuneration is borne by United Utilities PLC and is not recharged.
3 Share Capital

2 ordinary shares of ?1 each:
2006 2005

2 2 The authorised share capital consists of 100 ?1 ordinary shares (2005: 100 ?1 ordinary shares).

6.0

United Utilities Pensions Trustee Limited

Notes to the Financial Statements (continued)

4 Ultimate Parent Undertaking
At 31 March 2006, the Company was a subsidiary of United Utilities Holdings Trustee Limited.
United Utilities PLC is the Company's ultimate parent undertaking, which is registered in England and Wales.
The smallest and largest group in which the results of the Company are consolidated is that headed by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from:
The Company Secretary United Utilities PLC Dawson House Great Sankey Warrington WA5 3LW

Directors Report 14

Directors' Report
The Directors present their report and the audited financial statements of the Company for the year ended 31 March 2005.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the current or prior year and consequently no profit and loss account has been prepared.
Directors and their interests
The Directors who served during the year were as follows:
P J Newell, OBE* (resigned 31 March 2005) N Kidd (resigned 6 December 2004) A Lambert (resigned 6 December 2004) M Porter (resigned 12 April 2004) The Law Debenture Pension Trust Corporation plc RD Armstrong C D Lee S Beaumont T Birkett (appointed 13 April 2004) G Burkhill (appointed 7 December 2004) A Smith (appointed 7 December 2004) P Steer (appointed 7 December 2004) S Willis (appointed 7 December 2004) L M Booth (appointed 1 April 2005)
* Director of United Utilities PLC.
None of the Directors held any interest iri the share capital of the Company.
The interests of serving Directors at 31 March 2005 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking, were as follows. Details of the interests of the Directors of United Utilities PLC are dealt within that company's accounts.

1.0

United Utilities Pensions Trustee Limited Directors' Report (continued)
Interests in ?.1 Ordinary Shares Sheet1 Details of the employee sharesave scheme, the executive share option scheme and the deferred share scheme operated by United Utilities PLC are given in that company's accounts. During the year a directors' and officers' liability insurance was in force. Auditors

Pursuant to 5386 of CA19 to appoint auditors annua the Company.
By order of the B T M Rayner On behalf of IX Secretariat Limited Secretary ..?e, CY-OLIO 011 2006 Dawson House,Great Sankey, Wgrington, Cheshire, WAS 3LW an elective resolution has been passed dispensing with the requirement Therefore Deloitte & Touche LLP is deemed to continue as auditor of 2.0
United Utilities Pensions Trustee Limited

Statement of Directors' Responsibilities

United Kingdom company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable accounting standards have been followed; and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

3.0
United Utilities Pensions Trustee Limited
Independent Auditor's Report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31 March 2005 which comprise the balance sheet and the related notes I to 4. These fmancial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors' responsibilities, the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report if, in our opinion, the directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the directors' report for the above year and consider the implications for our report if we become aware of any apparent misstatements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company as at 31 March 2005 and of the result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
((/1 Deloitte & Touche LLP Chartered Accountants and Registered Auditors, Manchester 97 NJ c c? 2006

4.0
United Utilities Pensions Trustee Limited
Sheet2
The financial statements on pages 5 to 7 were approved by the Board of Directors on 26 fkliA,tt coj and signed on its behalf by:

R D Armstrong Director

5.0

United Utilities Pensions Trustee Limited Notes to the Financial Statements For the year ended 31 March 2005

1 Accounting policies
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards.
Profit & Loss Account During the current and the preceding financial year, the Company has not traded and accordingly neither a profit nor a loss has been made, nor any other recognised gain or loss.
Cash flow statement No cash flow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cash flow statement prepared in accordance with Financial Reporting Standard 1 (Revised).
Related party transactions As a wholly owned subsidiary, the Company is exempt from disclosing transactions with other Group undertakings under Financial Reporting Standard 8.
2 Operating expenses
The Directors received no emoluments as directors of the Company during the year (2004: ?Ni1). There have been no employees of the Company during the year (2004: ?Ni1).
The auditor's remuneration is borne by United Utilities PLC and is not recharged.
3 Share Capital

Ordinary shares of ?1 each: Allotted, issued and fully paid 2005 2004

2 2 The authorised share capital consists of 100 ?1 ordinary shares (2004: 100 ?1 ordinary shares).

6.0

United Utilities Pensions Trustee Limited

Notes to the Financial Statements (continued)

4 Ultimate Parent Undertaking
At 31 March 2005, the Company was a subsidiary of United Utilities Holdings Trustee Limited.
United Utilities PLC is the Company's ultimate parent undertaking, which is registered in England and Wales.
The smallest and largest group in which the results of the Company are consolidated is that headed by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from:
The Company Secretary United Utilities PLC Dawson House Great Sankey Warrington WA5 3LW

Directors Report 15

Directors' Report
The Directors present their report and audited financial statements of the Company for the year ended 31 March 2004.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the period and consequently no profit and loss account has been prepared.
Directors and their interests
The Directors who served during the period were as follows:
R D Armstrong C D Lee P J Newell, OBE* The Law Debenture Pension Trust Corporation plc N Kidd A Lambert M Porter S Beaumont
* Director of United Utilities PLC
None of the Directors held any interest in the share capital of the Company.
The interests of serving Directors at 31 March 2004 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking were as follows. Details of the interests of directors of United Utilities PLC are dealt with in that company's accounts.

3.0

United Utilities Pensions Trustee Limited Directors' Report (cont'd)
Interests in Ordinary Shares Sheet1 Details of the employee sharesave scheme, the executive share option scheme and the deferred share scheme operated by United Utilities PLC are given in that company's accounts. During the year a directors' and officers' liability insurance was in force. Auditors
Pursuant to S386 of CA1985 an elective resolution has been passed dispensing with the requirement to appoint auditors annually. Therefore Deloitte & Touche LLP is deemed to continue as auditor of the
/
By order order of the Board P A Davies On behalf of UU Secretariat Limited Secretary
2005-01-21 00:00:00 Dawson House Great Sankey Warrington Cheshire WAS 3LW 4.0

United Utilities Pensions Trustee Limited

Statement of Directors' Responsibilities

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable accounting standards have been followed;
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

5.0
United Utilities Pensions Trustee Limited
Independent Auditor's Report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31 March 2004 which comprise the balance sheet and the related notes 1 to 4. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors' responsibilities, the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the fmancial statements in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report if, in our opinion, the directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the directors' report for the above year and consider the implications for our report if we become aware of any apparent misstatements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company as at 31 March 2004 and of the result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

Deloitte & Touche LLP Chartered Accountants and Registered Auditors, Manchester a.? 2005

6.0
United Utilities Pensions Trustee Limited
Sheet2 The financial statements on pages 7 to 9 were approved by the Board of Directors on cr91 cntny xjc5 .and signed on its behalf by:

P J Newell Director

7.0

United Utilities Pensions Trustee Limited Notes to the Financial Statements

Accounting policies
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards.
Profit & Loss Account During the current and preceding financial year, the Company has not traded and accordingly neither a profit nor a loss has been made, nor any other recognised gain or loss.
Cash flow statement No cash flow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cash flow statement prepared in accordance with Financial Reporting Standard 1 (Revised).
Related party transactions As a wholly owned subsidiary, the Company is exempt from disclosing transactions with other Group undertakings under Financial Reporting Standard 8.
2 Operating expenses
The directors received no emoluments as directors of the Company during the year (2003: ?ni1). There have been no employees of the Company during the year (2003: nil).
The auditor's remuneration is borne by United Utilities PLC and is not recharged.
3 Share Capital
2004 2003

Ordinary shares of ?1 each: Allotted, issued and fully paid
2 2 The authorised share capital consists of 100 ?1 ordinary shares (2003: 100 ?1 ordinary shares).

8.0

United Utilities Pensions Trustee Limited Notes to the Financial Statements (cont'd)

4 Ultimate Parent Undertaking
At 31 March 2004 the Company was a subsidiary of United Utilities Holdings Trustee Limited.
United Utilities PLC is the Company's ultimate parent undertaking, which is registered in England and Wales.
The smallest and largest group in which the results of the Company are consolidated is that headed by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from:
The Company Secretary United Utilities PLC Dawson House Great Sankey Warrington WAS 3LW

t

Directors Report 16

Directors' Report
The Directors present their report and audited financial statements of the Company for the year ended 31 March 2003.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the period and consequently no profit and loss account has been prepared.
Directors and their interests
The Directors who served during the period and changes since the year end were as follows:
R D Armstrong J R Deering Resigned 8 August 2002 C D Lee P J Newell, OBE* The Law Debenture Pension Trust Corporation plc N Kidd A Lambert M Porter S Beaumont Appointed 13 August 2002
* Director of United Utilities PLC
None of the Directors held any interest in the share capital of the Company.
The interests of serving Directors at 31 March 2003 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking were as follows. Details of the interests of directors of United Utilities PLC are dealt with in that company's accounts.

3.0
United Utilities Pensions Trustee Limited Directors' Report (cont'd)
Sheet1 Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in that company's accounts. During the year a directors' and officers' liability insurance was in force. Auditors
During the year, KPMG Audit plc resigned as the Company's auditors. The directors used their powers under the Companies Act 1985 to appoint Deloitte & Touche as the Company's auditors to fill the vacancy created by KPMG Audit pie's resignation.
On 1 August 2003, Deloitte & Touche, the Company's auditors transferred their business to Deloitte & Touche LLP, a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000. The Company's consent has been given to treating the appointment of Deloitte & Touche as extending to Deloitte & Touche LLP with effect from I August 2003 under the provisions of section 26(5) of the Companies Act 1989.

By orde'?&flie Board P A Davies On behalf of UU Secretariat Limited Secretary 2004-01-13 00:00:00
Dawson House Great Sankey Warrington Cheshire WAS 3LW

4.0
United Utilities Pensions Trustee Limited

Statement of Directors' Responsibilities

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

5.0
United Utilities Pensions Trustee Limited
Independent Auditor's Report to the members of United Utilities Pensions Trustee Limited
We have audited the financial statements of United Utilities Pensions Trustee Limited for the year ended 31 March 2003 which comprise the profit and loss account, the balance sheet and the related notes 1 to 4. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other then the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors' responsibilities, the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report if, in our opinion, the directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
We read the directors' report and the other information contained in the annual report for the above year as described in the contents section and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the Company, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company as at 31 March 2003 and of the result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
?ci'tert? ? eocnC 4.C/1 Deloitte & Touche LLP Chartered Accountants and Registered Auditors, Manchester 3. jL.. 2004
6.0

United Utilities Pensions Trustee Limited

Directors Report 17

Directors' report
The Directors present their report and audited financial statements of the Company for the year ended 31 March 2002.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the period and consequently no profit and loss account has been prepared.
Directors and their interests
The Directors who served during the period and changes since the year end were as follows:
P N Applewhite Resigned 30 September 2001 R D Armstrong J R Deering Resigned 8 August 2002 C D Lee P J Newell, OBE* K W Price Resigned 11 December 2001 The Law Debenture Pension Trust Corporation plc P A West Deceased 23 August 2001 N Kidd Appointed 12 December 2001 A Lambert Appointed 12 December 2001 M Porter Appointed 12 December 2001 S Beaumont Appointed 13 August 2002 None of the Directors held any interest in the share capital of the Company. * Director of United Utilities PLC

Directors of United Utilities PLC
The interests of serving Directors at 31 March 2002 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking were as follows. Details of the interests of directors of United Utilities PLC are dealt with in that company's accounts.

3.0

United Utilities Pensions Trustee Limited

Directors' report (cont'd)

2002 2001 (or on appointment) Share Options Share Options
Shares Option Sharesave Shares Option Sharesave Scheme Scheme Scheme Scheme RD Armstrong 16,799 3,767 2,054 11,208 12,293 3,173 J R J Deering 3,128 19,948 Nil 2,787 19,948 Nil C D Lee 4,119 Nil 616 4,119 Nil 616 The Law Debenture Nil Nil Nil Nil Nil Nil Pension Trust Corporation plc N Kidd 50 Nil 1,800 50 Nil 2,452 A Lambert Nil Nil 3,782 Nil Nil 3,319 M Porter Nil 4,750 3,579 Nil 4,750 3,579
Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in that company's accounts. During the year a directors' and officers' liability insurance was in force. Auditors
KPMG Audit Plc has notified the Company that it will not be continuing as the Company's auditors. As a consequence of this casual vacancy a resolution of the Directors will be proposed to appoint Deloitte & Touche jii Company's auditors following receipt of the formal notice of resignation from ICPMG Audit

By order of the Board T M Rayner On behalf of UU (CS.) Limited Secretary !Witt, 2003
Dawson House Great Sankey Warrington Cheshire WAS 3LW

4.0
United Utilities Pensions Trustee Limited

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss for that period.
In preparing the financial statements, the Directors are required to:
?select suitable accounting policies and apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
St James Square Manchester M2 6DS United Kingdom

Report of the independent auditors to the members of United Utilities Pensions Trustees Limited

We have audited the financial statements on pages 7 to 9. This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 5, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2002 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985. fa 44 ludizt/c g c- KPMG Audit Plc Chartered Accountants Registered Auditor 2003-04-29 00:00:00

6.0
United Utilities Pensions Trustee Limited
Sheet1 During the financial year and preceding financial year, there have been no significant accounting transactions of the Company required to be entered in its accounting records and accordingly no profit and loss account has been prepared.
The financial statements on pages 7 to 9 were approved by the Board of Directors on 11 Ail&XL .2..cv3and signed on its behalf by:

P J Newell Director

7.0
United Utilities Pensions Trustee Limited

Notes to the Financial Statements

1 Accounting policies
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.
Cash flow statement No cash flow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cash flow statement prepared in accordance with Financial Reporting Standard Number 1.
Related party transactions As a wholly owned subsidiary, the Company is exempt from disclosing transactions with other Group undertakings or with investees of the Group qualifying as related parties.
2.Share Capital
2002 2001

Ordinary shares of ?1 each:

2 2 The authorised share capital consists of 100 ?1 ordinary shares (2001: 100 ?1 ordinary shares).
3.Ultimate Parent Undertaking
At 31 March 2002 the Company was a subsidiary of United Utilities Holdings Trustee Limited.
United Utilities PLC is the Company's ultimate parent undertaking, which is registered in England and Wales.
United Utilities Pensions Trustee Limited
Notes to the Financial Statements (cont'd)

The smallest and largest group in which the results of the Company are consolidated is that head by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from:
The Company Secretary United Utilities PLC Dawson House Great Sankey Warrington WAS 3LW

Directors Report 18

Directors' report
The Directors present their report and audited financial statements of the Company for the year ended 31 March 2001.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the period and consequently no profit and loss account has been prepared.
Directors and their interests
The Directors who served during the period and changes since the year end were as follows:
P N Applewhite Resigned 30 September 2001 R D Armstrong J R Deering C D Lee P J Newell, OBE* K W Price Resigned 11 December 2001 The Law Debenture Pension Trust Corporation plc PA West Deceased 23 August 2001 N Kidd Appointed 12 December 2001 A Lambert Appointed 12 December 2001 M Porter Appointed 12 December 2001 None of the Directors held any interest in the share capital of the Company. * Director of United Utilities PLC

Directors of United Utilities PLC
The interests of serving Directors at 31 March 2001 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking were as follows. Details of the interests of directors of United Utilities PLC are dealt with in that company's accounts.

3.0

United Utilities Pensions Trustee Limited Directors' report (cont'd)
Sheet1 Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in that company's accounts. During the year a directors' and officers' liability insurance was in force. Auditors
Pursuant to S386 of CA1985 an elective resolution has been made dispensing with the need to ually. Therefore KPMG Audit Plc is deemed to continue as auditor of the
Mi By order of the Board T M Rayner On behalf of UU (C.S.) Limited Secretary Gig January 2002
Dawson House Great Sankey Warrington Cheshire WAS 3LW

reappoint auditors

4.0
United Utilities Pensions Trustee Limited

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss for that period.
In preparing the financial statements, the Directors are required to:
?select suitable accounting policies and apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

5.0
United Utilities Pensions Trustee Limited INDEPENDENT AUDITOR'S REPORT
Independent Report of the Auditors to the members of United Utilities Pensions Trustee Limited We have audited the financial statements on pages 7 to 9. Respective responsibilities of directors and auditors
The directors are responsible for preparing the directors' report and, as described on page 5, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Company is not disclosed.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the Company's affairs as at 31 March 2001 and have been properly prepared in accordance with the Companies Act 1.985. (4...cUt Plc KPMG Audit Plc Chartered Accountants, Registered Auditor, Manchester 3( January 2002

6.0
United Utilities Pensions Trustee Limited
Sheet2 During the financial year and preceding financial year, there have been no significant accounting transactions of the Company required to be entered in its accounting records and accordingly no profit and loss account has been prepared.
The financial statements on pages 7 to 9 were approved by the Board of Directors on .3-4,mr zooz_ and signed on its behalf by:

P J Newell Director

7.0

United Utilities Pensions Trustee Limited Notes to the Financial Statements

1 Accounting policies
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.
Cash flow statement No cash flow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cash flow statement prepared in accordance with Financial Reporting Standard Number 1.
Related party transactions As a wholly owned subsidiary, the Company is exempt from disclosing transactions with other Group undertakings or with investees of the Group qualifying as related parties.
2.Share Capital
2001 2000

Ordinary shares of ?1 each:

2 2 The authorised share capital consists of 100 ?1 ordinary shares (2000: 100 ?1 ordinary shares).
3.Ultimate Parent Undertaking
At 31 March 2001 the Company was a subsidiary of United Utilities Holdings Trustee Limited.
United Utilities PLC is the Company's ultimate parent undertaking, which is registered in England and Wales.

8.0

United Utilities Pensions Trustee Limited Notes to the Financial Statements (cont'd)

The smallest and largest group in which the results of the Company are consolidated is that head by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from:
The Company Secretary United Utilities PLC Dawson House Great Sankey Warrington WA5 3LW

Directors Report 19

Directors' report
The Directors present their report and audited financial statements of the Company for the year ended 31 March 2000.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the period and consequently no profit and loss account has been prepared.
Directors and their interests
The Directors who served during the period were as follows:
P N Applewhite R D Armstrong J R Deering CD Lee P J Newell, OBE* K W Price The Law Debenture Pension Trust Corporation plc P A West None of the Directors held any interest in the share capital of the company. * Director of United Utilities PLC

Directors of United Utilities PLC
The interests of serving Directors at 31 March 2000 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking were as follows. Details of the interests of directors of United Utilities PLC are dealt with in that company's accounts.

3.0

United Utilities Pensions Trustee Limited Directors' report (cont'd)
Sheet1 Auditors
Pursuant to S386 of CA1985 an elective resolution has been made dispensing with the need to reappoint auditors annually. Therefore KPMG Audit Plc is deemed to continue as auditor of the Company.

By order of the Board P N Applewhite Secretary

Dawson House Great Sankey Warrington Cheshire WA5 3LW

4.0
United Utilities Pensions Trustee Limited

Statement of directors' responsibilities

The Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company.
In preparing the financial statements, the Directors are required to:
?select suitable accounting policies and apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors have a responsibility for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to comply with the Companies Act 1985.
The Directors have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

5.0
KPMG Audit Plc St James Square

Auditor's report to the members of United Utilities Pensions Trustee Limited We have audited the financial statements on pages 7 to 9. Respective responsibilities of directors and auditors
The directors are responsible for preparing the directors' report and, as described on page 5, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements arc free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2000 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985. /e4y6 At,,..a:/ 4-f KPMG Audit Plc Chartered Accountants Registered Auditor

lip

I 6.0
United Utilities Pensions Trustee Limited
Sheet2 During the above financial period, there have been no significant accounting transactions of the Company required to be entered in its accounting records and accordingly no profit and loss account has been prepared.
The financial statements on pages 7 to 9 were approved by the Board of Directors on alitiot and signed on its behalf by:

P N Applewhite Director

7.0
United Utilities Pensions Trustee Limited

Notes to the Financial Statements

1 Accounting policies
Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.
Cash flow statement No cash flow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cash flow statement prepared in accordance with Financial Reporting Standard Number 1.
Related party transactions As a wholly owned subsidiary, the company is exempt from disclosing transactions with other Group undertakings or with investees of the Group qualifying as related parties.
2.Share Capital
2000 1999

Ordinary shares of ?1 each: Issued and fully paid
2 2 The authorised share capital consists of 100 ?1 ordinary shares.
3.Ultimate Parent Undertaking
At 31 March 2000 the Company was a subsidiary of United Utilities Holdings Trustee Limited.
United Utilities PLC is the company's ultimate parent undertaking, which is registered in England and Wales.

8.0

United Utilities Pensions Trustee Limited
Notes to the Financial Statements (cont'd)

The smallest and largest group in which the results of the Company are consolidated is that head by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from:
The Company Secretary United Utilities PLC Dawson House Great Sankey Warrington WA5 3LW

Directors Report 20

Directors' report
The Directors present their report and audited financial statements of the Company for the period 18 December 1997 to 31 March 1999.
Principal activities and review of the business
The Company operates as trustee for the United Utilities Pension Scheme. It did not trade during the period and consequently no profit and loss account has been prepared.
Year 2000
As the Company is unlikely to trade during the forthcoming year, the Directors do not anticipate that the change of millennium will have a detrimental effect on the Company.
Directors and their interests
The Directors who served during the period were as follows:
Mr Peter Norman Applewhite Mr Robert David Armstrong Mr Jeremy Robert Deering Mr Christopher David Lee Mrs Pricilla Jane Newell, OBE* Mr Kevin William Price The Law Debenture Pension Trust Corporation plc Dr Paul Andrew West Hammond Suddards Directors Limited Mr Anthony Stevenson Mr Andrew Taujansicas Appointed 19 January 1998 Appointed 19 January 1998 Appointed 19 January 1998 Appointed 14 December 1998 Appointed 19 January 1998 Appointed 19 January 1998 Appointed 11 March 1998 Appointed 14 December 1998 Appointed 18 December 1997, Resigned 19 January 1998 Appointed 19 January 1998, Resigned 13 December 1998 Appointed 19 January 1998, Resigned 13 December 1998 None of the Directors held any interest in the share capital of the company. * Director of United Utilities PLC

Directors of United Utilities PLC
The interests of serving Directors at 31 March 1999 in the share capital of United Utilities PLC, the Company's ultimate parent undertaking were as follows. Details of the interests of directors of United Utilities PLC are dealt with in that company's accounts.
United Utilities Pensions Trustee Limited

Directors' report (coned)
Sheet1

L By order of the Board P N Applewhite Secretary PO Box 14,410 Birchwood Boulevard, Warrington, Cheshire WA3 7WB

4.0
United Utilities Pensions Trustee Limited

Statement of directors' responsibilities

The Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company.
In preparing the financial statements, the Directors are required to:
?select suitable accounting policies and apply them consistently ?make judgements and estimates that are reasonable and prudent ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements ?prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business
The Directors have a responsibility for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to comply with the Companies Act 1985.
The Directors have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

5.0
United Utilities Pensions Trustee Limited

Auditor's report to the members of United Utilities Pensions Trustee Limited We have audited the financial statements on pages 7 to 9. Respective responsibilities of directors and auditors
As described on page 5 the Company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those financial statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes an examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company at 31 March 1999 and of its result for the period then ended and have been properly prepared in accordance with the Companies Act 1985.
,21Cciv4 tic.mtv tPlo?
CharteredAccountantsants Registered Auditor Manchester 1999-09-30 00:00:00

6.0

United Utilities Pensions Trustee Limited