Directors Report 1

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2017
incorporated and registered in England and Wales.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled
Strategic report The company meets size criteria required to qualify as a small company and is therefore not required to

Principal activities and review of business The principal activity of the company is to act as a holding company.
The future performance of the company is contingent upon the performance of its subsidiary. The
company, which do not form part of this report.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below: GL Baron (appointed 10 August 2017) SR Gardiner MA Gee UU Secretariat Limited 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: 1.so far as he is aware, there is no relevant audit information of which the company's auditor is
2.he has taken all the steps that he ought to have taken as a director in order to make himself aware of
information. This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and

Approved by the board and signed on its behalf by;

GL Baron Director GDecember 2017

3.0
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the Directors' Report and the financial statements in

Company law requires the directors to prepare financial statements for each financial year. Under that law
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
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
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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
Independent auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
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 auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
fair view. Our 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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uldauditsconeukprivate. Opinion on financial statements
?give a true and fair view of the state of the company's affairs as at 31 March 2017 and of its loss for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year is consistent with the financial statements. Based solely on the work required to be undertaken in the course of the audit of the financial statements and from reading the Directors' report: ?we have not identified material misstatements in that report; and ?in our opinion, that report has been prepared in accordance with the Companies Act 2006. 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 ?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 from the

William Meredith (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 1 St Peter's Square Manchester M2 3AE g December 2017

5.0
United Utilities Water Operations Holdings Limited

Directors Report 2

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2016
incorporated and registered in England and Wales.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled
Strategic report The company meets the size criteria as a small company and is therefore not required to provide a

Principal activities and review of business The principal activity of the company is to act as a holding company. During the year, the company disposed of 50% of the share capital in Coastal Industrial Limited. One ?1.00 ordinary share was transferred to Lagan Water Limited for consideration of ?1.00.
The future performance of the company is contingent upon the performance of its subsidiary. The
company, which do not form part of this report.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below: SR Gardiner MA Gee UU Secretariat Limited 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: 1.so far as he is aware, there is no relevant audit information of which the company's auditor is
2.he has taken all the steps that he ought to have taken as a director in order to make himself aware of
information. This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and

Approved by the board and signed on its behalf by;

MA Gee
6 October 2016
3.0
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the directors' report and the financial statements in accordance

Company law requires the directors to prepare financial statements for each financial year. Under that law
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
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
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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 Water Operations Holdings Limited

Independent auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework. This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
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 auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
fair view. Our 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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.u1c/auditscopeukprivate. Opinion on financial statements
?give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its loss for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Based solely on the work required to be undertaken in the course of the audit of the financial statements and from reading the Strategic report and the Directors' report: ?we have not ,identified material misstatements in those reports; and. ?in our opinion, those reports have been prepared in accordance with the Companies Act 2006. 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 ?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 from the

Luke (Senior Statutory Auditor) and on behalf of ICPMG LLP, Statutory Auditor Chartered Accountants St Peter's Square Manchester M2 3AE iL October 2016
5.0
United Utilities Water Operations Holdings Limited

Directors Report 3

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2015.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled
Strategic report The company meets the size criteria as a small company and is therefore not required to provide a

Principal activities and review of business The principal activity of the company is to act as a holding company.
The future performance of the company is contingent upon the performance of its subsidiary and its joint
statements of those companies, which do not form part of this report.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below: SR Gardiner MA Gee UU Secretariat Limited 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: 1.so far as he is aware, there is no relevant audit information of which the company's auditor is
2.he has taken all the steps that he ought to have taken as a director in order to make himself aware of
information. This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and

Approved by the board and signed on its behalf by;

MA Gee
8? September 2015

3.0
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the directors' report and the financial statements in accordance

Company law requires the directors to prepare financial statements for each financial year. Under that law
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
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
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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 Water Operations Holdings Limited

Independent auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
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 auditor As explained more fully in the statement of directors' responsibilities on page 4, the directors are
fair view. Our 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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate. 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 2015 and of its loss
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and ?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 ?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
prepare a strategic report.

Luke (Senior Statutory Auditor) and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants One St Peter's Square Manchester M2 3AE rSeptember 2015
5.0
United Utilities Water Operations Holdings Limited

Directors Report 4

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2014.
The directors' report has been prepared in accordance with the provisions applicable to companies entitled
Strategic report The company meets the size criteria as a small company and is therefore not required to provide a

Principal activities and review of business The principal activity of the company is to act as a holding company.
The future performance of the company is contingent upon the performance of its subsidiary and its joint
statements of those companies, which do not form part of this report.
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below: SR Gardiner MA Gee (appointed 13 August 2013) SL Illingworth (resigned 27 September 2013)
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: 1.so far as he or she is aware, there is no relevant audit information of which the company's auditor is
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 section 418 of

Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and

Approved by the board and signed on its behalf by;

MA Gee Director 40 September 2014

3.0
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the directors' report and the financial statements in accordance

Company law requires the directors to prepare financial statements for each financial year. Under that law
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
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
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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 auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
applied in their preparation is applicable law and UK Accounting Standards (UK 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
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 auditor As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are
fair view. Our 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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.u1c/auditscopeukprivate. 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 2014 and of its loss for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and ?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 ?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
prepare a strategic report.

John Costello (Senior Statutory Auditor) fo and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants St James' Square Manchester M2 6DS kq September 2014
5.0
United Utilities Water Operations Holdings Limited

Directors Report 5

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2013
The directors' report has been prepared in accordance with the provisions applicable to companies entitled

Results and dividends The company recorded a profit for the year of ?899,896 (2012 ?2,761,571) The directors cannot

Principal activities and review of business The principal activity of the company is to act as a holding company
The future performance of the company is contingent upon the performance of its subsidiary and its joint
statements of those companies, which do not form part of this report
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below SR Gardiner SL Illingworth (resigned 27 September 2013) MA Gee (appointed 13 August 2013)

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 I so far as he or she is aware, there is no relevant audit information of which the company's auditor is
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 section 418 of

Auditor Our auditor, KPMG, has informed us that for administrative reasons and to instigate the orderly wind
KPMG audit Plc to KPMG LLP KPMG Audit Plc has indicated that it will resign as auditor during the year ending 31 March 2014 and The Board of Directors will propose the appointment of KPMG LLP as auditor of the Company for the financial year ending 31 March 2014
Approved by the board and signed on its behalf by,
MA Gee Director 2013-12-01 00:00:00

3.0
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial year Under that law
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
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, ?stale whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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 auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
applied in their preparation is applicable law and UK Accounting Standards (UK 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
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 auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
fair view Our 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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auditscopeukprivate
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 2013 and of its profit for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, and ?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 ?we have not received all the information and explanations we require for our audit

116.0 Jo n Costello (Senior Statutory Auditor) fo and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants St James' Square Manchester M2 6DS 2013-12-01 00:00:00

5.0
United Utilities Water Operations Holdings Limited

Directors Report 6

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2012
The directors' report has been prepared in accordance with the provisions applicable to companies entitled

Results and dividends The company recorded a profit for the year of ?2,761,571 (2011 ?212,247 loss) The directors cannot

Principal activities and review of business The principal activity of the company is to act as a holding company
The future performance of the company is contingent upon the performance of its subsidiary and its Joint
statements of those companies, which do not form part of this report
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below SR Gardiner SL Illingworth A Prescott UU Directorate Limited UU Secretariat Limited (appointed 29 April 2011) (appointed 29 April 2011) (resigned 29 April 2011) (appointed 1 April 2011, resigned 19 August 2011) (appointed 19 August 2011) 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 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
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 informatton This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor During the year Deloitte LLP resigned as auditor of the company and KPMG Audit Plc were appointed
auditor in the absence of an Annual General Meeting
Approved by the board and signed on its behalf by,

SL Illingworth
al September 2012

3.0
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial year Under that law
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
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
?prepare the financial statements on the going concern basis unless It is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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 auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
applied in their preparation is applicable law and UK Accounting Standards (UK 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
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 auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
fair view Our 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 (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the APB's website at www frc org uk/apb/scope/private cfm
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 2012 and of its profit for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, and ?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 ?we have not received all the information and explanations we require for our audit

JoiTh Costello (Senior Statutory Auditor) forVand on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants St James Square Manchester M2 6DS ?z September 2012

5.0
United Utilities Water Operations Holdings Limited

Directors Report 7

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2011
Results and dividends The company recorded a loss for the year of ?212,247 (2010 ?25,597,708) The directors cannot

Principal activities and review of business The principal activity of the company is to act as a holding company After the disposal of a number of
and are continuing to assess potential future investment opportunities The directors consider the position of the company to be satisfactory Further information is provided in note 6
The future performance of the company is contingent upon the performance of its subsidiaries The
companies, which do not form part of this report
Going concern The directors' considerations in preparing these financial statements on a going concem basis are set out

Directors The directors who held o ffice during the year and to date are given below C Cornish (resigned 30 September 2010) A Cowan (appointed 30 September 2010, resigned 31 December 2010) SR Gardiner (appointed 29 April 2011) SL Illingworth (appointed 29 April 2011) JM Perrie (resigned 8 October 2010) A Prescott (appointed 20 October 2010, resigned 29 April 2011) MR Wright (resigned 25 February 2011) UU Directorate Limited (appointed 1 April 2011, resigned 19 August 2011) UU Secretariat Limited (appointed 19 August 2011)
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 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
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 section 418 of

3.0
United Utilities Water Operations Holdings Limited

Directors' report (continued)

Auditor During the year, following a thorough tender process, the United Utilities Group PLC's (the group) audit
its subsidiary undertakings, following the conclusion of Deloitte LLP's audit of the 2011 financial statements Detome LLP will therefore resign as audttor 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 as behalf by,

a
SL Illingworth Director 15 November 2011
United Utilities Water Operations Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial year Under that law
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
?prepare the financial statements on the going concern basis unless it is Inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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
Independent auditor's report to the members of United Utilities Water Operations Holdings Limited
We have audited the financial statements of United Utilities Water Operations Holdings Limited for the
gams and losses, the balance sheet and the related notes 1 to 11 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 Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report and for no other purpose To the filllest 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
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
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 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 loss 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

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Independent auditor's report (continued) to the members of United Utilities Water Operations Holdings Limited
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
?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 ?we have not received all the information and explanations we require for our audit
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Jane Boardman (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor Manchester, UK (93(4 November 2011

7.0 United Utilities Water Operations Holdings Limited