Form U-13-60 Mutual and Subsidiary Service Companies Revised February 7, 1980 ANNUAL REPORT FOR THE PERIOD Beginning January 1, 1998 and Ending December 31, 1998 TO THE US SECURITIES AND EXCHANGE COMMISSION OF UNITIL SERVICE CORP. A Subsidiary Service Company Date of Incorporation October 9, 1984 State of Incorporation New Hampshire Location of Principal Executive Offices of Reporting Company: 6 Liberty Lane West Hampton, New Hampshire 03842-1720 Name, Title and address of officer to whom correspondence concerning this report should be addressed: Laurence M. Brock, VP and Controller 6 Liberty Lane West Hampton, New Hampshire 03842-1720 Name of Principal Holding Company Whose Subsidaries are served by Reporting Company: UNITIL Corporation ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS Description of Schedules and Accounts Schedule or Account Page Number Number COMPARATIVE BALANCE SHEET Schedule I 4-5 SERVICE COMPANY PROPERTY Schedule II 6-7 ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF SERVICE COMPANY PROPERTY Schedule III 8 INVESTMENTS Schedule IV 9 ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES Schedule V 10 FUEL STOCK EXPENSES UNDISTRIBUTED Schedule VI 11 STORES EXPENSE UNDISTRIBUTED Schedule VII 12 MISCELLANEOUS CURRENT AND ACCRUED ASSETS Schedule VIII 13 MISCELLANEOUS DEFERRED DEBITS Schedule IX 14 RESEARCH, DEVELOPMENT, OR DEMONSTRATION EXPENDITURES Schedule X 15 PROPRIETARY CAPITAL Schedule XI 16 LONG-TERM DEBT Schedule XII 17 CURRENT AND ACCRUED LIABILITIES Schedule XIII 18 NOTES TO FINANCIAL STATEMENTS Schedule XIV 19 COMPARATIVE INCOME STATEMENT Schedule XV 20 ANALYSIS OF BILLING - ASSOCIATE COMPANIES Account 457 21 ANALYSIS OF BILLING - NONASSOCIATE COMPANIES Account 458 22 ANALYSIS OF CHARGES FOR SERVICE - ASSOCIATE AND NONASSOCIATE COMPANIES Schedule XVI 23 SCHEDULE OF EXPENSE BY DEPARTMENT OR SERVICE FUNCTION Schedule XVII 24-25 DEPARTMENTAL ANALYSIS OF SALARIES Account 920 26 OUTSIDE SERVICES EMPLOYED Account 923 27 EMPLOYEE PENSIONS AND BENEFITS Account 926 28 GENERAL ADVERTISING EXPENSES Account 930.1 29 MISCELLANEOUS GENERAL EXPENSES Account 930.2 30 RENTS Account 931 31 TAXES OTHER THAN INCOME TAXES Account 408 32 DONATIONS Account 426.1 33 OTHER DEDUCTIONS Account 426.5 34 NOTES TO STATEMENT OF INCOME Schedule XVIII 35 FINANCIAL DATA SCHEDULE Schedule XIX 36 ORGANIZATION CHART 37 METHODS OF ALLOCATION 38 ANNUAL STATEMENT OF COMPENSATION FOR USE 39 OF CAPITAL BILLED ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE I - COMPARATIVE BALANCE SHEET Give balance sheet of the Company as of December 31 of the current and prior year. ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31 CURRENT PRIOR SERVICE COMPANY PROPERTY 101 Service company property (Schedule II) 5,371,304 4,766,665 107 Construction work in progress (Schedule II) 0 0 Total Property 5,371,304 4,766,665 108 Less accumulated provision for depreciation and amortization of service company property (Schedule III) 2,670,176 1,769,333 Net Service Company Property 2,701,128 2,997,332 INVESTMENTS 123 Investments in associate companies (Schedule IV) 0 0 124 Other investments (Schedule IV) 0 0 Total investments 0 0 CURRENT AND ACCRUED ASSETS 131 Cash 537,413 487,562 134 Special deposits 0 0 135 Working funds 6,000 6,000 136 Temporary cash investments (Schedule IV) 0 0 141 Notes receivable 0 0 143 Accounts receivable 221,825 113,241 144 Accumulated provision for uncollectable accounts 0 0 146 Accounts receivable from associate companies (Schedule V) 1,656,544 2,032,757 152 Fuel stock expense undistributed (Schedule VI) 0 0 154 Materials and supplies 0 0 163 Stores expense undistributed (Schedule VII) 0 0 165 Prepayments 66,259 63,158 174 Miscellaneous current and accrued assets (Schedule VIII) 0 0 Total Current and Accrued Assets 2,488,041 2,702,718 DEFERRED DEBITS 181 Unamortized debt expense 0 0 184 Clearing accounts 6,788 251,770 186 Miscellaneous deferred debits (Schedule IX) 1,636,028 1,036,457 188 Research, development, or demonstration expenditures (Schedule X) 0 0 190 Accumulated deferred income tax 0 0 Total Deferred Debits 1,642,816 1,288,227 TOTAL ASSETS AND OTHER DEBITS 6,831,985 6,988,277 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE I - COMPARATIVE BALANCE SHEET ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31 CURRENT PRIOR PROPRIETARY CAPITAL 201 Common stock issued (Schedule XI) 1,000 1,000 211 Miscellaneous paid-in-capital (Schedule XI) 0 0 215 Appropriated retained earnings (Schedule XI) 0 0 216 Unappropriated retained earnings (Schedule XI) 1,688 1,688 Total Proprietary Capital 2,688 2,688 LONG-TERM DEBT 223 Advances from associate companies (Schedule XII) 0 0 224 Other long-term debt (Schedule XII) 0 0 225 Unamortized premium on long- term debt 0 0 226 Unamortized discount on long-term debt-debit 0 0 Total Long-Term Debt 0 0 227 Obligations under capital leases - non-current 1,942,147 2,233,598 CURRENT AND ACCRUED LIABILITIES 231 Notes payable 0 0 232 Accounts payable 636,931 666,092 233 Notes payable to associate companies (Schedule XIII) 2,424,099 1,816,986 234 Accounts payable to associate companies (Schedule XIII) 425,804 1,452,443 236 Taxes accrued (144,013) 35,932 237 Interest accrued 48,826 0 238 Dividends declared 0 0 241 Tax collections payable 0 0 242 Miscellaneous current and accrued liabilities (Schedule XIII) 1,539,132 748,570 243 Obligations under capital leases - current 754,544 752,887 Total Current and Accrued Liabilities 5,685,323 5,472,910 DEFERRED CREDITS 253 Other deferred credits 0 0 255 Accumulated deferred investment tax credits 0 0 Total Deferred Credits 0 0 282 ACCUMULATED DEFERRED INCOME TAXES (798,173) (720,919) TOTAL LIABILITIES AND PROPRIETARY CAPITAL 6,831,985 6,988,277 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE II - SERVICE COMPANY PROPERTY BALANCE AT RETIREMENTS OTHER BALANCE BEGINNING ADDITIONS OR CHANGES 1/ AT CLOSE DESCRIPTION OF YEAR SALES OF YEAR SERVICE COMPANY PROPERTY Account 301 ORGANIZATION 303 MISCELLANEOUS INTANGIBLE PLANT 304 LAND AND LAND RIGHTS ` 305 STRUCTURES AND IMPROVEMENTS 306 LEASEHOLD IMPROVEMENTS 307 EQUIPMENT 2/ 3,723,256 550,317 0 0 4,273,573 308 OFFICE FURNITURE AND EQUIPMENT 1,028,232 54,323 0 0 1,082,555 309 AUTOMOBile OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 15,176 21,020 (21,020) 0 15,176 310 AIRCRAFT AND AIRPORT EQUIPMENT 311 OTHER SERVICE COMPANY PROPERTY 3/ SUB-TOTAL 4,766,665 625,659 (21,020) 0 5,371,304 107 CONSTRUCTION WORK IN PROGRESS TOTAL 4,766,665 625,659 (21,020) 0 5,371,304 1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: NONE ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE II - CONTINUED 2/ SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE SERVICE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR: BALANCE AT SUBACCOUNT DESCRIPTION ADDITIONS CLOSE OF YEAR Computer 380,404 3,532,685 PBX Phone System 169,913 740,888 TOTAL 550,317 4,273,573 3/ DESCRIBE OTHER SERVICE COMPANY PROPERTY: NONE 4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS: NONE ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF SERVICE COMPANY PROPERTY BALANCE AT ADDITIONS OTHER BALANCE BEGINNING CHARGED CHANGES AT CLOSE DESCRIPTION OF YEAR TO ACCOUNT RETIRE- ADD OF YEAR 403 MENTS (DEDUCT)1/ Account 301 ORGANIZATION 303 MISCELLANEOUS INTANGIBLE PLANT 304 LAND AND LAND RIGHTS 305 STRUCTURES AND IMPROVEMENTS 306 LEASEHOLD IMPROVEMENTS 307 EQUIPMENT 1,629,918 743,640 0 0 2,373,558 308 OFFICE FURNITURE AND EQUIPMENT 144,488 152,145 0 0 296,633 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT (5,073) 26,078 (21,020) 0 (15) 310 AIRCRAFT AND AIRPORT EQUIPMENT 311 OTHER SERVICE COMPANY PROPERTY TOTAL 1,769,333 921,863 (21,020) 0 2,670,176 1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE IV - INVESTMENTS INSTRUCTIONS: Complete the following schedule concerning investments. Under Account 124 "Other Investments" state each investment separately, with description, including, the name of issuing company, number of shares or principal amount Under Account 136, "Temporary Cash Investments", list each investment separately. BALANCE AT BALANCE AT DESCRIPTION BEGINNING CLOSE OF YEAR OF YEAR ACCOUNT 123 - INVESTMENT IN ASSOCIATED COMPANIES 0 0 ACCOUNT 124 - OTHER INVESTMENTS 0 0 ACCOUNT 136 - TEMPORARY CASH INVESTMENTS 0 0 TOTAL 0 0 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES INSTRUCTIONS: Complete the following schedule listing accounts receivable from each associate company. Where the service company has provided accommodation or convenience payments for associate companies, a separate listing of total payments for each associate company by subaccount should be provided. BALANCE AT BALANCE AT DESCRIPTION BEGINNING CLOSE OF YEAR OF YEAR ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE Companies Concord Electric Company 399,447 270,789 Exeter & Hampton Electric Company 383,034 277,879 Fitchburg Gas and Electric Light Company 873,277 733,193 UNITIL Power Corp. 360,910 350,090 UNITIL Realty Corp. 2,613 12,712 UNITIL Corporation 0 5,049 UNITIL Resources, Inc. 13,476 6,832 TOTAL 2,032,757 1,656,544 ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: Concord Electric Company 85,094 Exeter & Hampton Electric Company 89,601 Fitchburg Gas and Electric Light Company 659,416 UNITIL Power Corp. 353,738 UNITIL Realty Corp. 31,089 UNITIL Resources, Inc. 21,390 UNITIL Corp. 133 For detail of convenience payments by type and company, paid by Unitil Service Corp. see following table. TOTAL PAYMENTS 1,240,461 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31,1998 CONVENIENCE PAYMENTS BY TYPE AND COMPANY CECo E&H FG&E UPC Legal $53,969 $58,734 $620,749 $330,984 Audit 31,125 30,866 38,667 22,754 $ 85,094 $89,601 $659,416 $353,738 CONVENIENCE PAYMENTS BY TYPE AND COMPANY (Cont.) URI URC UC Total Legal $21,257 $25,323 0 1,111,016 Audit 133 5,766 133 129,445 $21,390 $31,089 133 $1,240,461 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to fuel stock expense during the year and indicate amount attributable to each associate company. Under the section headed "Summary" listed below give an overall report of the fuel functions performed by the service company. DESCRIPTION LABOR EXPENSE TOTAL ACCOUNT 152 - FUEL STOCK EXPENSE UNDISTRIBUTED 0 0 0 TOTAL 0 0 0 SUMMARY: ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to stores expense during the year and indicate amount attributable to each associate company. DESCRIPTION LABOR EXPENSE TOTAL ACCOUNT 163 - STORES EXPENSE UNDISTRIBUTED 0 0 0 TOTAL 0 0 0 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE VIII MISCELLANEOUS CURRENT AND ACCRUED ASSETS INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be grouped, showing the number of items in each group. BALANCE AT BALANCE AT DESCRIPTION BEGINNING CLOSE OF YEAR OF YEAR ACCOUNT 174 - MISCELLANEOUS CURRENT AND ACCRUED ASSETS 0 0 TOTAL 0 0 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be grouped by class showing the number of items in each class. BALANCE AT BALANCE AT DESCRIPTION BEGINNING CLOSE OF YEAR OF YEAR ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS Under/(over) collected administrative expenses 59,822 7,637 Postage 23,856 69,343 PC purchases 12,848 3,537 Software Costs 939,932 1,555,511 TOTAL 1,036,458 1,636,028 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE X RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES INSTRUCTIONS: Provide a description of each material research, development, or demonstration project which incurred costs by the service corporation during the year. BALANCE AT DESCRIPTION CLOSE OF YEAR ACCOUNT 188 - RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES 0 TOTAL 0 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XI - PROPRIETARY CAPITAL PAR OR OUTSTANDING NUMBER OF STATED CLOSE OF PERIOD ACCOUNT NUMBER CLASS OF SHARES VALUE NO. OF TOTAL STOCK AUTHORIZED PER SHARE SHARES AMOUNT 201 COMMON STOCK ISSUED 300 10.00 100 1,000 INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature of transactions which gave rise to the reported amounts. DESCRIPTION AMOUNT ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL 0 ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS 0 TOTAL 0 INSTRUCTIONS: Give particulars concerning net income or (loss) during the year, distinguishing between compensation for the use of capital owned or net loss remaining from servicing nonassociates per the General Instructions of the Uniform System of Accounts. For dividends paid during the year in cash or otherwise, provide rate percentage, amount of dividend, date declared and date paid. BALANCE AT NET INCOME BALANCE AT DESCRIPTION BEGINNING OR DIVIDENDS CLOSE OF YEAR (LOSS) PAID OF YEAR ACCOUNT 216 - UNAPPROPRIATED RETAINED EARNINGS 1,688 0 0 1,688 TOTAL 1,688 0 0 1,688 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XII - LONG-TERM DEBT INSTRUCTIONS:Advances from associate companies should be reported separately for advances on notes, and advances on open account. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other long-term debt provide the name of creditor company or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding. TERMS OF OBLIG CLASS DATE BALANCE NAME OF & SERIES OF INT. AMT. 1/ AT CLOSE CREDITOR OF OBLIGATION MAT. RATE AUTH. ADD. DED. OF YEAR ACCOUNT 223 - ADVANCES FROM ASSOCIATE COMPANIES 0 0 0 0 ACCOUNT 224 - OTHER LONG-TERM DEBT: 0 0 0 0 TOTAL 0 0 0 0 1/ GIVE AN EXPLANATION OF DEDUCTIONS: ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group. BALANCE AT BALANCE AT DESCRIPTION BEGINNING CLOSE OF YEAR OF YEAR ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES Money Pool 1,816,986 2,424,099 TOTAL 1,816,986 2,424,099 ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES Concord Electric Company 0 (83,469) Exeter & Hampton Electric Company 88,580 (65,370) Fitchburg Gas and Electric Company 41,396 (373,904) UNITIL Corporation (1) 1,321,602 1,081,034 UNITIL Power Corporation 865 (129,106) UNITIL Realty Corporation 0 (1,425) UNITIL Resources, Inc. 0 (1,955) (1) Balance consists of KESOP for UNITIL Service Employees only, not subsidaries. TOTAL 1,452,443 425,804 ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES Accrued FASB 87 200,616 517,943 Accrued Supplemental Executive Retirement Plan 363,655 439,846 Accrued Legal Fees 3,043 973 Accrued Annual Report 54,495 53,100 Accrued FASB 106 65,117 87,805 Accrued FASB 106 - APBO (2,489) 2,421 Accrued FASB 106 - Gain/Loss (1,649) (1,649) Accrued Interest on Escrow 23,435 0 Accrued Auditing 0 2,700 Accrued Compensation 0 407,000 Accrued Miscellaneous Costs 42,347 28,993 TOTAL 748,570 1,539,132 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XIV NOTES TO FINANCIAL STATEMENT INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any account thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. Selected Notes to the Financial Statements: UNITIL Service Corp. (USC), a wholly-owned subsidiary of UNITIL Corporation, a public utility holding company, provides centralized support services to the parent company and its subsidiaries. USC is subject to the jurisdiction of the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935. Accordingly, USC maintains its books of account as prescribed by the "Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies" as Amended February 2, 1979 to be effective January 1, 1980. USC prepares its financial statements in conformity with generally accepted accounting principles. Please refer to the 1998 UNITIL Corporation Form 10-K for additional disclosures. ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XV STATEMENT OF INCOME ACCOUNT DESCRIPTION CURRENT PRIOR YEAR YEAR INCOME 457 Services rendered to associate companies 17,003,091 12,935,280 458 Services rendered to nonassociate companies 30,000 30,000 419 Interest Income 0 539 421 Miscellaneous income or loss (18,685) 10,830 Total Income 17,014,406 12,976,649 EXPENSE 920 Salaries and wages 8,023,133 5,914,082 921 Office supplies and expenses 968,711 812,299 922 Administrative expense transferred - credit 52,185 (51,631) 923 Outside services employed 1,495,119 863,769 924 Property insurance 2,851 3,524 925 Injuries and damages 28,135 27,449 926 Employee pensions and benefits 1,656,941 1,404,858 928 Regulatory commission expense 0 0 930.1 General advertising expense 449,561 775,607 930.2 Miscellaneous general expense 366,986 (59,604) 931 Rents 1,666,467 1,482,496 932 Maintenance of structures and equipment 488,204 337,676 403 Depreciation and amortization expense 903,178 785,609 408 Taxes other than income taxes 551,633 402,731 409 Income taxes 95,666 53,612 410 Provision for deferred income taxes (77,254) (53,727) 411 Provision for deferred income taxes - credit 0 0 411.5 Investment tax credit 0 0 426.1 Donations 24,822 5,046 426.5 Other deductions 0 18 427 Interest on long-term debt 0 0 430 Interest on debt to associate companies 57,442 43,446 431 Other interest expense 260,626 229,390 Total Expense 17,014,406 12,976,649 Net Income or (Loss) 0 0 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 ANALYSIS OF BILLING ASSOCIATE COMPANIES ACCOUNT 457 DIRECT INDIRECT COMPENSATION TOTAL COSTS COSTS FOR USE AMOUNT NAME OF ASSOCIATE CHARGED CHARGED OF CAPITAL BILLED COMPANY 457-1 457-2 457-3 Concord Electric Company 1,384,374 1,517,136 0 2,901,510 Exeter & Hampton Electric Company 1,337,906 1,461,992 0 2,799,898 Fitchburg Gas and Electric Light Company 3,602,880 3,953,422 0 7,556,302 UNITIL Power Corp. 1,675,876 1,855,974 0 3,531,850 UNITIL Realty Corp. 31,093 32,951 0 64,044 UNITIL Resources, Inc. 59,745 89,742 0 149,487 TOTAL 8,091,874 8,911,217 0 17,003,091 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 ANALYSIS OF BILLING NONASSOCIATE COMPANIES ACCOUNT 458 DIRECT INDIRECT COMPENSATION EXCESS NAME OF COSTS COSTS FOR USE TOTAL OR TOTAL NONASSOC CHARGED CHARGED OF CAPITAL DEFICIENCY AMOUNT COMPANY 457-1 457-2 457-3 COST 458-4 BILLED UNITIL Retiree Trust 0 30,000 30,000 0 30,000 Total 0 30,000 0 30,000 0 30,000 INSTRUCTION: Provide a brief description of the services rendered to each nonassociate company. UNITIL Retiree Trust - Professional services provided. ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XVI ANALYSIS OF CHARGES FOR SERVICE ASSOCIATE AND NONASSOCIATE COMPANIES ASSOCIATE COMPANY CHARGES DESCRIPTION OF ITEMS DIRECT INDIRECT COST COST TOTAL 920 SALARIES AND WAGES 6,934,336 1,058,797 7,993,133 921 OFFICE SUPPLES AND EXPENSES 94,352 874,360 968,711 922 ADMIN EXPENSE TRANS-CREDIT 52,185 52,185 923 OUTSIDE SERVICES EMPLOYED 144,860 1,350,259 1,495,119 924 PROPERTY INSURANCE 2,851 2,851 925 INJURIES AND DAMAGES 28,135 28,135 926 EMPLOYEE PENSIONS AND BENEFITS 1,656,941 1,656,941 928 REGULATORY COMMISSION EXPENSE 0 0 930.1 GENERAL ADVERTISING EXPENSE 449,561 449,561 930.2 MISC. GENERAL EXPENSE 366,986 366,986 931 RENTS 0 1,666,467 1,666,467 932 MAINT. OF STRUCT. & EQUIP. 918,326 (430,122) 488,204 403 DEPR. AND AMORT. EXPENSE 903,178 903,178 408 TAXES OTHER THAN INCOME 551,633 551,633 409 INCOME TAXES 95,666 95,666 410 PROV FOR DEF INC TAXES (77,254) (77,254) 411 PROV FOR DEF INC TAX CREDIT 0 411.5 INVESTMENT TAX CREDIT 0 419 INTEREST INCOME 18,685 18,685 426.1 DONATIONS 24,822 24,822 426.5 OTHER DEDUCTIONS 0 0 427 INTEREST ON LONG-TERM DEBT 0 431 OTHER INTEREST EXPENSE 260,626 260,626 INSTRUCTION: Total cost of service will equal for associate and nonassociate companies the total amount billed under their separate analysis of billing schedules. SUBTOTAL EXPENSES 8,091,874 8,853,775 16,945,649 COMPENSATION FOR USE OF EQUITY CAPITAL 0 430 INTEREST ON DEBT TO ASSOCIATE CO.'S 0 57,442 57,442 TOTAL EXPENSES 8,091,874 8,911,217 17,003,091 421 MISCELLANEOUS INCOME 0 (18,685) (18,685) TOTAL COST OF SERVICE 8,091,874 8,892,532 16,984,406 SCHEDULE XVI CONT. ANALYSIS OF CHARGES FOR SERVICE ASSOCIATE AND NONASSOCIATE COMPANIES NONASSOCIATE COMPANY CHARGES DESCRIPTION OF ITEMS DIRECT INDIRECT COST COST TOTAL 920 SALARIES AND WAGES 30,000 30,000 921 OFFICE SUPPLES AND EXPENSES 0 922 ADMIN EXPENSE TRANS-CREDIT 0 923 OUTSIDE SERVICES EMPLOYED 0 924 PROPERTY INSURANCE 0 925 INJURIES AND DAMAGES 0 926 EMPLOYEE PENSIONS AND BENEFITS 0 928 REGULATORY COMMISSION EXPENSE 0 930.1 GENERAL ADVERTISING EXPENSE 0 930.2 MISC. GENERAL EXPENSE 0 931 RENTS 0 932 MAINT. OF STRUCT. & EQUIP. 0 403 DEPR. AND AMORT. EXPENSE 0 408 TAXES OTHER THAN INCOME 0 409 INCOME TAXES 0 410 PROV FOR DEF INC TAXES 0 411 PROV FOR DEF INC TAX CREDIT 0 411.5 INVESTMENT TAX CREDIT 0 419 INTEREST INCOME 0 426.1 DONATIONS 0 426.5 OTHER DEDUCTIONS 0 427 INTEREST ON LONG-TERM DEBT 0 431 OTHER INTEREST EXPENSE 0 INSTRUCTION: Total cost of service will equal for associate and nonassociate companies the total amount billed under their separate analysis of billing schedules. SUBTOTAL EXPENSES 0 30,000 30,000 COMPENSATION FOR USE OF EQUITY CAPITAL 0 430 INTEREST ON DEBT TO ASSOCIATE CO.'S 0 0 0 TOTAL EXPENSES 0 30,000 30,000 421 MISCELLANEOUS INCOME 0 0 0 TOTAL COST OF SERVICE 0 30,000 30,000 SCHEDULE XVI CONT. ANALYSIS OF CHARGES FOR SERVICE ASSOCIATE AND NONASSOCIATE COMPANIES TOTAL CHARGES FOR SERVICE DESCRIPTION OF ITEMS DIRECT INDIRECT COST COST TOTAL 920 SALARIES AND WAGES 6,934,336 1,088,797 8,023,133 921 OFFICE SUPPLES AND EXPENSES 94,352 874,360 968,711 922 ADMIN EXPENSE TRANS-CREDIT 0 52,185 52,185 923 OUTSIDE SERVICES EMPLOYED 144,860 1,350,259 1,495,119 924 PROPERTY INSURANCE 0 2851 2,851 925 INJURIES AND DAMAGES 0 28,135 28,135 926 EMPLOYEE PENSIONS AND BENEFITS 0 1,656,941 1,656,941 928 REGULATORY COMMISSION EXPENSE 0 0 0 930.1 GENERAL ADVERTISING EXPENSE 0 449,561 449,561 930.2 MISC. GENERAL EXPENSE 0 366,986 366,986 931 RENTS 0 1,666,467 1,666,467 932 MAINT. OF STRUCT. & EQUIP. 918,326 (430,122) 488,204 403 DEPR. AND AMORT. EXPENSE 0 903,178 903,178 408 TAXES OTHER THAN INCOME 0 551,633 551,633 409 INCOME TAXES 0 95,666 95,666 410 PROV FOR DEF INC TAXES 0 (77,254) (77,254) 411 PROV FOR DEF INC TAX CREDIT 0 0 0 411.5 INVESTMENT TAX CREDIT 0 0 0 419 INTEREST INCOME 0 18,685 18,685 426.1 DONATIONS 0 24,822 24,822 426.5 OTHER DEDUCTIONS 0 0 0 427 INTEREST ON LONG-TERM DEBT 0 0 0 431 OTHER INTEREST EXPENSE 0 260,626 260,626 INSTRUCTION: Total cost of service will equal for associate and nonassociate companies the total amount billed under their separate analysis of billing schedules. SUBTOTAL EXPENSES 8,091,874 8,883,775 16,975,649 COMPENSATION FOR USE OF EQUITY CAPITAL 0 430 INTEREST ON DEBT TO ASSOCIATE CO.'S 0 57,442 57,442 TOTAL EXPENSES 8,091,874 8,941,217 17,033,091 421 MISCELLANEOUS INCOME 0 (18,685) (18,685) TOTAL COST OF SERVICE 8,091,874 8,922,532 17,014,406 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XVII SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION DEPARTMENT OR SERVICE FUNCTION DESCRIPTION OF ITEMS TOTAL OVER- MARKET AMOUNT HEAD PRICING ADMIN. 920 SALARIES AND WAGES 8,023,133 956,619 647,205 921 OFFICE SUPPLES AND EXPENSES 968,711 70,179 272,971 922 ADMIN. EXPENSE TRANS-CREDIT 52,185 923 OUTSIDE SERVICES EMPLOYED 1,495,119 80,782 14,560 924 PROPERTY INSURANCE 2,851 925 INJURIES AND DAMAGES 28,135 926 EMPLOYEE PENSIONS AND BENEFITS 1,656,941 15,235 8,030 928 REGULATORY COMMISSION EXPENSE 0 930.1 GENERAL ADVERTISING EXPENSE 449,561 421,601 27,945 930.2 MISC. GENERAL EXPENSE 366,986 931 RENTS 1,666,467 1,718,333 932 MAINT. OF STRUCT. & EQUIP. 488,204 322,857 403 DEPR. AND AMORT. EXPENSE 903,178 408 TAXES OTHER THAN INCOME 551,633 409 INCOME TAXES 95,666 410 PROV. FOR DEF. INC. TAXES (77,254) 411 PROV. FOR DEF. INC. TAX CREDIT 0 411.5 INVESTMENT TAX CREDIT 0 426.1 DONATIONS 24,822 426.5 OTHER DEDUCTIONS 0 427 INTEREST ON LONG-TERM DEBT 0 430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 57,442 431 OTHER INTEREST EXPENSE 260,626 INSTRUCTIONS: Indicate each department or service function. (see Instruction 01-3 General Structure of Account- ing System Uniform System Account. TOTAL EXPENSES - 17,014,406 1,544,416 3,011,902 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XVII SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION DEPARTMENT OR SERVICE FUNCTION ACCOUNT ENERGY CUSTOMER NUMBER ACCOUNTING RESOURCES DISTRIBUTION FINANCE AFFAIRS ENGINEER. TECHNOLOGY 920 873,927 920,885 257,962 1,538,446 1,304,707 1,091,920 431,462 921 66,066 64,936 3,055 52,982 148,239 113,881 176,402 922 52,185 923 10,250 129,981 461,631 408,123 338,962 32,660 18,170 924 2,851 925 28,135 926 14,802 5,843 1,598,708 10,860 1,480 1,982 928 930.1 15 930.2 (130) 55,349 292,937 18,830 931 (1,121,017) 240 6,171 15,084 259,181 4,140 784,335 932 19,884 21,108 75,601 552 48,202 403 903,178 408 551,633 409 95,666 410 (77,254) 411 411.5 426.1 24,822 426.5 0 427 430 57,442 431 260,626 1,414,012 1,177,249 728,819 4,276,442 2,156,380 1,244,633 1,460,553 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920 DEPARTMENT SALARY EXPENSE NUMBER NAME OF DEPARTMENT INCLUDE IN AMOUNTS BILLED TO PERSONNEL Indicate each departmentTOTAL PARENT OTHER NON END OF or service function AMOUNT COMPANY ASSOCIATES ASSOCIATES YEAR Market Pricing 1,085,076 0 1,085,076 0 22 Technology 431,462 0 431,462 0 11 Accounting 873,927 0 869,127 4,800 22 Finance 665,681 0 665,081 600 9 Administrative 1,519,970 0 1,496,270 23,700 15 Energy Resources 792,428 0 792,428 0 9 Engineering 1,091,920 0 1,091,920 0 21 Distribution 257,962 0 257,962 0 1 Customer Affairs 1,304,707 0 1,303,807 900 39 TOTAL 8,023,133 0 7,993,133 30,000 149 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 OUTSIDE SERVICES EMPLOYED ACCOUNT 923 INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed. If the aggregate amounts paid to any one payee and included within one subaccount is less than $25,000, only the aggregate number and amount of all such payments included within the subaccount need be shown. Provide a subtotal for each type of service. RELATIONSHIP "A"= ASSOCIATE FROM WHOM PURCHASED ADDRESS "NA"=NON AMOUNT ASSOCIATE Outside Services - Legal Various NA 46,402 Outside Services - Accounting Various NA 2,700 Outside Services - Other Various NA 355,799 Accountemps NA 55,942 H.T.E. Inc. NA 75,901 Kelly Services NA 181,850 George Beram & Co. Inc. NA 40,667 The Hay Group NA 106,794 Russell Reynolds NA 152,775 Best Western NA 85,660 McPherson Associates NA 213,822 New England Conference Center NA 109,461 Outside Services - Market Development Various NA 24,318 Outside Services - Visibility Various NA 43,027 TOTAL 1,495,119 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 EMPLOYEE PENSIONS AND BENEFITS ACCOUNT 926 INSTRUCTIONS: Provide a listing of each pension plan and benefit program provided by the service company. Such listing should be limited to $25,000. DESCRIPTION AMOUNT Health Insurance 719,766 Net Periodic Pension Expense 317,327 401 K 149,197 Life Insurance 95,896 Education 58,895 Other 173,767 Supplemental Executive Retirement Plan 114,496 FASB 106 27,598 TOTAL 1,656,941 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 GENERAL ADVERTISING EXPENSES ACCOUNT 930.1 INSTRUCTIONS: Provide a listing of the amounts included in Account 930.1 "General Advertising Expenses", classifying the items according to the nature of the advertising and as defined in the account definition. If a particular class includes an amount in excess of $3,000 applicable to a single payee, show separately the name of the payee and the aggregate amount applicable thereto. DESCRIPTION NAME OF PAYEE AMOUNT Recruiting David Wilson Associates 27,945 Advertising Luma & Cahill 51,192 Advertising Ingalls Advertising 258,596 Advertising Saint Bani Press 51,063 Advertising Network Publishers 5,900 Advertising RAM Printing 3,268 Advertising Other 51,597 TOTAL 449,561 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 MISCELLANEOUS GENERAL EXPENSES ACCOUNT 930.2 INSTRUCTIONS: Provide a listing of the amount included in Account 930.02 "Miscellaneous General Expense", classifying such expenses according to their nature. Payments and expenses permitted by Section 321 (b) (2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C. 441 (b) (2) shall be separately classified. DESCRIPTION AMOUNT Printing and Distribution of Quarterly and Annual Reports 140,223 Employee Orientations 35,152 Director's Fees and Expenses 191,611 TOTAL 366,986 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 RENTS ACCOUNT 931 INSTRUCTIONS: Provide a listing of the amount included in Account 931, "Rents" classifying such expenses by major groupings of property, as defined in the account definition of the Uniform System of Accounts. TYPE OF PROPERTY AMOUNT Office Building 1,480,155 EDP Equipment 122,079 Miscellaneous 64,234 TOTAL 1,666,468 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 TAXES OTHER THAN INCOME TAXES ACCOUNT 408 INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U. S. Government and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts there of. Provide a subtotal for each class of tax. KIND OF TAX AMOUNT Other than U.S. Government Tax: State Telephone & Telegram Tax 11,386 State Unemployment Tax - NH 2,967 Other 24 14,376 U.S. Government Tax: Federal Telephone & Telegram Tax 5,393 Federal Insurance Contribution Act 522,180 Federal Unemployment Tax 9,684 537,257 TOTAL 551,633 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 DONATIONS ACCOUNT 426.1 INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items of less than $3,000 may be shown in lieu of details. NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT Memorial Fund 10,000 Aggregate 14,822 TOTAL 24,822 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 OTHER DEDUCTIONS ACCOUNT 426.5 INSTRUCTIONS: Provide a listing of the amount included in Account 426.5, "Other Deductions", classifying such expenses according to their nature. DESCRIPTION NAME OF PAYEE AMOUNT None ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XVIII NOTES TO STATEMENT OF INCOME INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increases in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. See page 19. ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SCHEDULE XIX - FINANCIAL DATA SCHEDULE ITEM NO. CAPTION HEADING AMOUNT 1 Net Service Company Property 2,701,128 2 Total Investments 0 3 Total Current and Accrued Assets 2,488,041 4 Total Deferred Debits 1,642,816 5 Balancing Amount for Total Assets and Other Debits 0 6 Total Assets and Other Debits 6,831,985 7 Total Proprietary Capital 2,688 8 Total Long-Term Debt 0 9 Notes Payable 0 10 Notes Payable to Associate Companies 2,424,099 11 Balancing Amount for Total Current and Accrued Liabilities 3,261,224 12 Total Deferred Credits 0 13 Accumulated Deferred Income Taxes (798,173) 14 Total Liabilities and Proprietary Capital 6,831,985 15 Service Rendered to Associate Companies 17,003,091 16 Service Rendered to Nonassociate Companies 30,000 17 Miscellaneous Income or Loss (18,685) 18 Total Income 17,014,406 19 Salaries and Wages 8,023,133 20 Employee Pensions and Benefits 1,656,941 21 Balancing Amount for Total Expenses 7,334,332 22 Total Expenses 17,014,406 23 Net Income (Loss) 0 24 Total Expenses (Direct Costs) 8,091,874 25 Total Expenses (Indirect Costs) 8,922,532 26 Total Expenses (Total) 17,014,406 27 Number of Personnel End of Year 149 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 ORGANIZATION CHART AS OF DECEMBER 31, 1998 Chairman and Chief Executive Officer Schoenberger Senior Vice President - Finance Baratta Senior Executive Vice President - Energy Distribution Dalton Vice President - Engineering and Operations Appleton Senior Executive Vice President - Energy Markets Daly Vice President - Sales and Marketing Black Vice President - Energy Procurement Foote Vice President - Technology Smith Vice President - Finance & Treasurer Collin Vice President and Controller Brock Vice President - Customer Services Morrissey Senior Vice President - Communication & Regulation Gantz Vice President - Communication & Regulation Stewart ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 METHODS OF ALLOCATION See Next Page ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 METHODS OF ALLOCATION The cost of services rendered by UNITIL Service are allocated and billed based on direct time charges and to a lesser extent, direct cost assigned to individual projects or jobs performed on behalf of associated companies in accordance with the general guidelines set forth below. A. Direct Labor Cost - Gross Wages. Direct Labor Cost - Gross Wages are based on the actual gross wage rates of assigned employees multiplied by the actual number of hours worked and directly charged to specific projects or jobs. B. Direct Labor Cost - Other. Direct Labor Cost - Other includes the costs of paid absences, such as vacations, sick pay and holidays, and are allocated by employee based on the direct time charged to associated companies. In the event there are no direct time charges available for this allocation, the direct time charges of all UNITIL Service employees are used to make this allocation. C. General Overhead Costs, including Indirect Labor. General Overhead Costs represent UNITIL Service Indirect Labor Costs and Administrative and General Expenses, and are allocated based on a monthly overhead rate applied against direct time charges. Indirect Labor Costs include pension costs, insurance, payroll taxes, employee savings plan, and similar payroll and benefit items. Administrative and General Expenses are those administrative and operating expenses incurred by UNITIL Service in providing services to associated companies which cannot be identified with or directly charged to a specific project or job. D. Direct Charges. Direct Charges are costs that are directly assignable based on the individual projects or jobs performed on behalf of associated companies, and are excluded from General Overheads. Direct Charges are billed at actual cost and include: Employee Travel, Meals, Lodging, and Other Related Expenses, Data Management Hardware Leases and Maintenance Costs, Telephone Lease, and other miscellaneous expenses. ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED Non applicable ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1998 SIGNATURE CLAUSE Pursuant to the requirements of the Public Utility Holding Company Act of 1935 and the rules and regulations of the Securities and Exchange Commission issued thereunder, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized, UNITIL Service Corp. (Name of Reporting Company) By: (Signature of Signing Officer) Laurence M. Brock, Controller (Printed Name and Title of Signing Officer) Date: