United Utilities Group PLC

Capital/Financing Update • Dec 9, 2016

FINAL TERMS

7 December 2016

UNITED UTILITIES WATER FINANCE PLC

Issue of GBP 20,000,000 0.379 per cent. CPI Linked Notes due 9 December 2036 unconditionally and irrevocably guaranteed by UNITED UTILITIES WATER LIMITED under the EUR 7,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 15 November 2016 which constitutes a base prospectus for the purposes of the Prospectus Directive (the "Offering Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/news/market-news/rns/rns.htm.

1.	(a)	Issuer:	United Utilities Water Finance PLC
	(b)	Guarantor:	United Utilities Water Limited
2.	(a)	Series Number:	59
	(b)	Tranche Number:	1
	(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.	Currencies:	Specified Currency or	Pounds Sterling ("GBP")
4.	Aggregate Nominal Amount:
	(a)	Series:	GBP 20,000,000
	(b)	Tranche:	GBP 20,000,000
5.	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	GBP 100,000 and integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No

Notes in definitive form will be issued with a denomination above GBP 199,000.

	(b)	Calculation Amount for Notes in definitive form (and in relation to calculation of interest for Notes in global form see Conditions):	GBP 1,000
7.	(a)	Issue Date:	9 December 2016
	(b)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		9 December 2036
9.	Interest Basis:		CPI Linked Interest (see paragraph 18 below)
10.	Redemption/Payment Basis:		CPI Linked Redemption
11.	Change of Interest Basis:		Not Applicable
12.	Put/Call Options:		Not Applicable
13.	(a)	Status of the Notes:	Senior, unsecured
	(b)	Date approval for issuance obtained:	25 November 2016
14.		Method of Distribution:	Non-syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions:		Not Applicable
16.	Floating Rate Note Provisions:		Not Applicable
17.	Zero Coupon Note Provisions:		Not Applicable
18.	Index Linked Interest/Redemption Note Provisions:		Applicable – Conditions 6 and 7 apply
	(a)	Index:	CPI

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84

(b)	Rate of Interest:	0.379 per cent. per annum multiplied by the Index Ratio (in accordance with Condition 6.3).
(c)	Name and address of Calculation Agent:	Citibank, N.A., London Branch
(d)	Specified Period(s)/Specified Interest Payment Dates:	Semi-annually in arrears on 9 June and 9 December in each year, commencing on 9 June 2017 and up to and including the Maturity Date.
(e)	Business Day Convention:	Following Business Day Convention
(f)	Additional Business $Centre(s)$ :	Not Applicable
(g)	Day Count Fraction:	Actual/Actual (ICMA)
(h)	Base Index Figure:	101.12581
(i)	Index Figure applicable to:	Not Applicable
(j)	t:	3
(k)	Reference Gilt:	Not Applicable
(1)	Minimum Rate of Interest:	Not Applicable
(m)	Maximum Rate of Interest:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

19.	Notice periods for Condition 9.2:	Not Applicable
20.	Issuer Call:	Not Applicable
21.	Investor Put:	Not Applicable
22.	Final Redemption Amount:	Nominal Amount, subject in the case of Condition 9.1 to indexation as provided in Condition 7.2.
23.	Early Redemption Amount payable on redemption for	Nominal Amount, subject in the case of Condition 9.2 and Condition 12 to indexation as provided in Condition 7.2.

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Ben

taxation reasons, indexation reasons or on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.		Form of Notes:	Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.
25.	New Global Notes ("NGN") / New Safekeeping Structure $("NSS")$ :		NGN
26.	Additional Financial Centre(s):		Not Applicable
27.	Talons for future Coupons or Receipts to be attached to Definitive Notes:		Yes
28.	Redenomination applicable:		Redenomination not applicable
29.	Details Relating to Instalment Notes:		Not Applicable
	DISTRIBUTION
30.	(a)	If syndicated, names of Managers:	Not Applicable
	(b)	Date of Agreement:	Not Applicable
31.	If non-syndicated, name of relevant Manager:		RBC Europe Limited (the "Manager")
32.	Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable:		TEFRA D applicable
			Regulation S
33.	EEA Retail Investor Selling Restriction:		Not Applicable

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the EUR 7,000,000,000 Euro Medium Term Note Programme established by United Utilities PLC and United Utilities Water Finance PLC, with obligations under Notes issued by United Utilities Water Finance PLC unconditionally and irrevocably guaranteed by United Utilities Water Limited.

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Signed on behalf of the Issuer:

B7 murphy $By:$

Duly authorised

Signed on behalf of the Guarantor:

$BF$ $m_{w}$ $p_{y}$ By:

Duly authorised

PART B - OTHER INFORMATION

$1.$ LISTING

(a)	Listing:	London
(b)	Admission to trading:	Application has been made for the Notes to be admitted to trading on the London Stock Exchange's regulated market with effect from the Issue Date.
(c)	Estimate of total expenses related to admission to trading:	GBP 300 (exclusive of VAT)

$2.$ RATINGS

Ratings:

The Notes to be issued are expected to be rated:

"A3" by Moody's Investors Services Limited

"BBB+" by Standard and Poor's Credit Market Services Europe Limited

Each of Moody's Investors Services Limited and Standard and Poor's Credit Market Services Europe Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $3.$ ISSUE

Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuers, the Guarantor and their affiliates in the ordinary course of business.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL $\overline{4}$ . EXPENSES

Reasons for the offer: $(a)$

See "Use of Proceeds" section of the Offering Circular

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1. YIELD

Indication of yield:

0.379 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

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6. HISTORIC INTEREST RATES

Not Applicable

OPERATIONAL INFORMATION $7.$

• XS1531583984 $(a)$ ISIN:
• Common Code: 153158398 $(b)$
• Not Applicable Any clearing system(s) $(c)$ other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
• Delivery against payment $(d)$ Delivery:
• Names and addresses of Not Applicable $(e)$ additional Paying Agent(s) (if any):