Mail Stop 3561
March 31, 2006
By Facsimile and U.S. Mail
Mr. Philip Green
Chief Executive
United Utilities PLC
Dawson House, Great Sankey,
Warrington, WA5 3 LW, England
Re: United Utilities PLC
Form 20-F/A for the year ended March 31, 2005
Filed December 9, 2005
File No. 1-14744
Dear Mr. Green:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 20-F/A for the Year Ended March 31, 2005
Note 37 - Summary of Differences Between Accounting Principles
Generally Accepted in the United Kingdom and the United States of
America, page 85
General
1. In future filings, please disclose the amount of the US GAAP
adjustments for each of the differences you identify for each of
the
periods presented. For example, please disclose the amounts of
the
adjustments attributable to:
* actual infrastructure renewals and the related accumulated
depreciation;
* the recognition of restructuring charges and extinguished
liabilities in different periods;
* amortization of fair value adjustments recognized in accordance
with transition provisions of FAS 133, retranslation of monetary
assets and liabilities at spot rates and deferral of gains and
losses
on terminated interest rate swaps; and
* provisions for contract losses.
Derivatives and Hedging Activities, page 88
2. We note the discussions contained in your Operating and
Financial
review regarding service contacts of your infrastructure
management
and business process outsourcing businesses. Please tell us
whether
any of your service contracts contain embedded foreign currency
derivatives. If so, please tell us whether the embedded
instruments
have been separated from the host contracts in accordance with
paragraph 12 of FAS 133. If not, tell us why the contracts
qualify
for the exception in paragraph 15 of FAS 133 or whether the
contracts
are measured at fair value under paragraph 16 of FAS 133.
Earnings Per Share, page 89
3. We note your disclosure on page 96 that you calculated the
adjustment factor to reflect the bonus element of the rights issue
by
dividing the theoretical ex-rights fair value per share by the
fair
value per share immediately before exercise of the rights. It
appears that you should have calculated the adjustment factor by
dividing the fair value per share immediately before exercise of
the
rights by the theoretical ex-rights fair value per share. Please
refer to paragraph 56 of FAS 128. Please advise or revise.
Classification Differences Between UK and US GAAP, page 90
4. We note your disclosure in Note 16 on page 71 that prepayments
and
accrued income includes amounts due after one year. Please tell
us
whether these amounts are reflected in US GAAP adjustments related
to
classification differences between UK and US GAAP. If not please
revise or tell us why a revision is not necessary.
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appropriate,
please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested information. Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments,
please
direct them to John Cannarella, Staff Accountant, at (202) 551-
3337.
Any other questions regarding disclosure issues may be directed to
the undersigned at (202) 551-3716.
Sincerely,
William Choi
Accounting Branch Chief
`
Mr. Philip Green
United Utilities PLC
March 31, 2006
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