Form U-13-60 Mutual and Subsidiary Service Companies Revised February 7, 1980 ANNUAL REPORT FOR THE PERIOD Beginning January 1, 1997 and Ending December 31, 1997 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, 1997 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 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 LISTING OF INSTRUCTIONAL FILING REQUIREMENTS Page Number Description of Reports or Statements SCHEDULE XIX - FINANCIAL DATA 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, 1997 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) 4,766,665 3,768,171 107 Construction work in progress (Schedule II) 0 0 Total Property 4,766,665 3,768,171 108 Less accumulated provision for depreciation and amortization of service company property (Schedule III) 1,769,333 1,016,751 Net Service Company Property 2,997,332 2,751,420 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 487,562 236,981 134 Special deposits 0 0 135 Working funds 6,000 5,000 136 Temporary cash investments (Schedule IV) 0 0 141 Notes receivable 0 0 143 Accounts receivable 113,241 125 144 Accumulated provision for uncollectable accounts 0 0 146 Accounts receivable from associate companies (Schedule V) 2,032,757 1,481,480 152 Fuel stock expense undistributed (Schedule VI) 0 0 154 Materials and supplies 0 0 163 Stores expense undistributed (Schedule VII) 0 0 165 Prepayments 63,158 20,826 174 Miscellaneous current and accrued assets (Schedule VIII) 0 0 Total Current and Accrued Assets 2,702,718 1,744,413 DEFERRED DEBITS 181 Unamortized debt expense 0 0 184 Clearing accounts 251,770 223,705 186 Miscellaneous deferred debits (Schedule IX) 1,036,457 381,410 188 Research, development, or demonstration expenditures (Schedule X) 0 0 190 Accumulated deferred income tax 0 0 Total Deferred Debits 1,288,227 605,115 TOTAL ASSETS AND OTHER DEBITS 6,988,277 5,100,948 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 2,233,598 962,712 CURRENT AND ACCRUED LIABILITIES 231 Notes payable 0 0 232 Accounts payable 666,092 637,247 233 Notes payable to associate companies (Schedule XIII) 1,816,986 449,801 234 Accounts payable to associate companies (Schedule XIII) 1,452,443 1,306,915 236 Taxes accrued 35,932 6,164 237 Interest accrued 0 0 238 Dividends declared 0 0 241 Tax collections payable 0 0 242 Miscellaneous current and accrued liabilities (Schedule XIII) 748,570 616,692 243 Obligations under capital leases - current 752,887 1,785,920 Total Current and Accrued Liabilities 5,472,910 4,802,739 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 (720,919) (667,191) TOTAL LIABILITIES AND PROPRIETARY CAPITAL 6,988,277 5,100,948 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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/ 3,014,040 740,268 (31,051) 0 3,723,257 308 OFFICE FURNITURE AND EQUIPMENT 719,903 308,329 0 0 1,028,232 309 AUTOMOBile OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 34,228 15,176 (34,228) 0 15,176 310 AIRCRAFT AND AIRPORT EQUIPMENT 311 OTHER SERVICE COMPANY PROPERTY 3/ SUB-TOTAL 3,768,171 1,063,773 (65,279) 0 4,766,665 107 CONSTRUCTION WORK IN PROGRESS TOTAL 3,768,171 1,063,773 (65,279) 0 4,766,665 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, 1997 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 447,386 3,152,281 PBX Phone System 292,881 570,975 TOTAL 740,267 3,723,256 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, 1997 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 965,301 695,668 ( 31,051) 0 1,629,918 308 OFFICE FURNITURE AND EQUIPMENT 27,920 116,568 0 0 144,488 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 23,530 5,625 (34,228) 0 (5,073) 310 AIRCRAFT AND AIRPORT EQUIPMENT 311 OTHER SERVICE COMPANY PROPERTY TOTAL 1,016,751 817,861 (65,279) 0 1,769,333 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, 1997 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, 1997 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 258,852 399,447 Exeter & Hampton Electric Company 300,337 383,034 Fitchburg Gas and Electric Light Company 583,491 873,277 UNITIL Power Corp. 320,773 360,910 UNITIL Realty Corp. 7,342 2,613 UNITIL Corporation 1,155 0 UNITIL Resources, Inc. 9,530 13,476 TOTAL 1,481,480 2,032,757 ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS: Concord Electric Company 81,091 Exeter & Hampton Electric Company 130,820 Fitchburg Gas and Electric Light Company 428,425 UNITIL Power Corp. 436,446 UNITIL Realty Corp. 18,384 UNITIL Resources, Inc. 27,046 For detail of convenience payments by type and company, paid by Unitil Service Corp. see following table. TOTAL PAYMENTS 1,122,212 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31,1997 CONVENIENCE PAYMENTS BY TYPE AND COMPANY CECo E&H FG&E UPC Legal $45,993 $94,964 $376,489 $419,727 Audit 35,098 35,855 51,937 16,719 $ 81,091 $130,820 $428,425 $436,446 CONVENIENCE PAYMENTS BY TYPE AND COMPANY (Cont.) URI URC UC Total Legal $16,659 $25,323 0 979,156 Audit 1,725 1,723 0 143,056 $18,384 $27,046 0 $1,122,212 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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, 1997 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, 1997 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, 1997 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 17,466 59,822 Postage 36,839 23,856 Deferred Charges - PC purchases 21,181 12,848 Reimbursable Relocation Costs 51,456 0 Payroll System Conversion - Ceridian 0 3,132 Deferred Charges - Software Development 254,468 936,799 TOTAL 381,410 1,036,458 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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, 1997 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, 1997 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, 1997 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 449,801 1,816,986 TOTAL 449,801 1,816,986 ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES Concord Electric Company 0 0 Exeter & Hampton Electric Company 0 88,580 Fitchburg Gas and Electric Company 0 41,396 UNITIL Corporation (1) 1,306,915 1,321,602 UNITIL Power Corporation 0 865 (1) Balance consists of KESOP for UNITIL Service Employees only, not subsidaries. TOTAL 1,306,915 1,452,443 ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES Accrued FASB 87 202,373 200,616 Accrued Supplemental Executive Retirement Plan 289,959 363,655 Accrued Legal Fees 5,863 3,043 Accrued Annual Report 60,000 54,495 Accrued Pension Expense 0 0 Accrued FASB 106 44,668 65,117 Accrued FASB 106 - APBO 14,241 (2,489) Accrued FASB 106 - Gain/Loss (1,649) (1,649) Accrued Severance Cost 0 0 Accrued Interest on Escrow 1,236 23,435 Accrued Miscellaneous Costs 0 42,347 TOTAL 616,692 748,570 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 1997 UNITIL Corporation Form 10-K for additional disclosures. ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 SCHEDULE XV STATEMENT OF INCOME ACCOUNT DESCRIPTION CURRENT PRIOR YEAR YEAR INCOME 457 Services rendered to associate companies 12,935,280 10,369,118 458 Services rendered to nonassociate companies 30,000 30,000 419 Interest Income 539 3,683 421 Miscellaneous income or loss 10,830 4,000 Total Income 12,976,649 10,406,801 EXPENSE 920 Salaries and wages 5,914,082 5,296,792 921 Office supplies and expenses 812,299 616,531 922 Administrative expense transferred - credit (51,631) (25,279) 923 Outside services employed 863,769 576,206 924 Property insurance 3,524 3,931 925 Injuries and damages 27,449 28,700 926 Employee pensions and benefits 1,404,858 1,195,345 928 Regulatory commission expense 0 0 930.1 General advertising expense 775,607 780,986 930.2 Miscellaneous general expense (59,604) 151,582 931 Rents 1,482,496 412,261 932 Maintenance of structures and equipment 337,676 274,457 403 Depreciation and amortization expense 785,609 571,476 408 Taxes other than income taxes 402,731 367,745 409 Income taxes 53,612 123,083 410 Provision for deferred income taxes (53,727) (113,089) 411 Provision for deferred income taxes - credit 0 0 411.5 Investment tax credit 0 0 426.1 Donations 5,046 720 426.5 Other deductions 18 23 427 Interest on long-term debt 0 0 430 Interest on debt to associate companies 43,446 19,387 431 Other interest expense 229,390 125,944 Total Expense 12,976,649 10,406,801 Net Income or (Loss) 0 0 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 1,033,719 1,258,902 0 2,292,621 Exeter & Hampton Electric Company 1,060,684 1,287,365 0 2,348,049 Fitchburg Gas and Electric Light Company 2,348,541 2,928,856 0 5,277,397 UNITIL Power Corp. 1,303,989 1,570,777 0 2,874,766 UNITIL Realty Corp. 24,211 30,106 0 54,317 UNITIL Resources, Inc. 40,516 47,614 0 88,130 TOTAL 5,811,660 7,123,620 0 12,935,280 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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, 1997 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 5,055,117 828,965 5,884,082 921 OFFICE SUPPLES AND EXPENSES 334,745 477,554 812,299 922 ADMIN EXPENSE TRANS-CREDIT (51,631) (51,631) 923 OUTSIDE SERVICES EMPLOYED 863,769 863,769 924 PROPERTY INSURANCE 3,524 3,524 925 INJURIES AND DAMAGES 27,449 27,449 926 EMPLOYEE PENSIONS AND BENEFITS 1,404,858 1,404,858 928 REGULATORY COMMISSION EXPENSE 0 0 930.1 GENERAL ADVERTISING EXPENSE 775,607 775,607 930.2 MISC. GENERAL EXPENSE (59,604) (59,604) 931 RENTS 1,482,496 1,482,496 932 MAINT. OF STRUCT. & EQUIP. 421,798 (84,122) 337,676 403 DEPR. AND AMORT. EXPENSE 785,609 705,609 408 TAXES OTHER THAN INCOME 402,731 402,731 409 INCOME TAXES 53,612 53,612 410 PROV FOR DEF INC TAXES (53,727) (53,727) 411 PROV FOR DEF INC TAX CREDIT 0 411.5 INVESTMENT TAX CREDIT 0 419 INTEREST INCOME (11,369) (11,369) 426.1 DONATIONS 5,046 5,046 426.5 OTHER DEDUCTIONS 18 18 427 INTEREST ON LONG-TERM DEBT 0 431 OTHER INTEREST EXPENSE 229,390 229,390 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 5,811,660 7,080,174 12,891,834 COMPENSATION FOR USE OF EQUITY CAPITAL 0 430 INTEREST ON DEBT TO ASSOCIATE CO.'S 0 43,446 43,446 TOTAL EXPENSES 5,811,660 7,123,620 12,935,280 421 MISCELLANEOUS INCOME 0 0 0 TOTAL COST OF SERVICE 5,811,660 7,123,620 12,935,280 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 5,055,117 858,965 5,914,082 921 OFFICE SUPPLES AND EXPENSES 334,745 477,554 812,299 922 ADMIN EXPENSE TRANS-CREDIT 0 (51,631) (51,631) 923 OUTSIDE SERVICES EMPLOYED 863,769 863,769 924 PROPERTY INSURANCE 3,524 3,524 925 INJURIES AND DAMAGES 27.449 27,449 926 EMPLOYEE PENSIONS AND BENEFITS 1,404,858 1,404,858 928 REGULATORY COMMISSION EXPENSE 0 0 930.1 GENERAL ADVERTISING EXPENSE 775,607 775,607 930.2 MISC. GENERAL EXPENSE (59,604) (59,604) 931 RENTS 1,482,496 1,482,496 932 MAINT. OF STRUCT. & EQUIP. 421,798 (84,122) 337,676 403 DEPR. AND AMORT. EXPENSE 785,609 785,609 408 TAXES OTHER THAN INCOME 402,731 402,731 409 INCOME TAXES 53,612 53,612 410 PROV FOR DEF INC TAXES (53,727) (53,727) 411 PROV FOR DEF INC TAX CREDIT 0 0 411.5 INVESTMENT TAX CREDIT 0 0 419 INTEREST INCOME (11,369) (11,369) 426.1 DONATIONS 5,046 5,046 426.5 OTHER DEDUCTIONS 18 18 427 INTEREST ON LONG-TERM DEBT 0 0 431 OTHER INTEREST EXPENSE 229,390 229,390 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 5,811,660 7,110,174 12,921,834 COMPENSATION FOR USE OF EQUITY CAPITAL 0 430 INTEREST ON DEBT TO ASSOCIATE CO.'S 0 43,446 43,446 TOTAL EXPENSES 5,811,660 7,153,620 12,965,280 421 MISCELLANEOUS INCOME 0 0 0 TOTAL COST OF SERVICE 5,811,660 7,153,620 12,965,280 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 5,914,082 973,888 567,766 921 OFFICE SUPPLES AND EXPENSES 812,299 62,698 318,456 922 ADMIN. EXPENSE TRANS-CREDIT (51,631) 923 OUTSIDE SERVICES EMPLOYED 863,769 106,403 6,282 924 PROPERTY INSURANCE 3,524 925 INJURIES AND DAMAGES 27,449 926 EMPLOYEE PENSIONS AND BENEFITS 1,404,858 446 3,603 928 REGULATORY COMMISSION EXPENSE 0 930.1 GENERAL ADVERTISING EXPENSE 775,607 744,670 30,363 930.2 MISC. GENERAL EXPENSE (59,604) 931 RENTS 1,482,496 1,546,791 932 MAINT. OF STRUCT. & EQUIP. 337,676 192,241 403 DEPR. AND AMORT. EXPENSE 785,609 408 TAXES OTHER THAN INCOME 402,731 409 INCOME TAXES 53,612 410 PROV. FOR DEF. INC. TAXES (53,727) 411 PROV. FOR DEF. INC. TAX CREDIT 0 411.5 INVESTMENT TAX CREDIT 0 426.1 DONATIONS 5,046 426.5 OTHER DEDUCTIONS 18 427 INTEREST ON LONG-TERM DEBT 0 430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 43,446 431 OTHER INTEREST EXPENSE 229,390 INSTRUCTIONS: Indicate each department or service function. (see Instruction 01-3 General Structure of Account- ing System Uniform System Account. TOTAL EXPENSES - 12,976,649 1,888,104 2,665,502 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 SCHEDULE XVII SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION DEPARTMENT OR SERVICE FUNCTION ACCOUNT ENERGY CUSTOMER NUMBER ACCOUNTING RESOURCES DISTRIBUTION FINANCE AFFAIRS ENGINEERING TECHNOLOGY 920 660,419 614,637 237,834 1,164,628 690,226 678,553 326,131 921 68,695 82,426 3,716 50,131 41,015 35,548 149,614 922 (51,631) 923 16,558 137,926 435,772 142,550 1,485 16,793 924 3,524 925 27,449 926 3,045 12,419 1,381,796 759 2,790 928 930.1 574 930.2 (239,922) 26,296 152,008 2,014 931 (971,511) 607 1,050 16,449 374,280 4,453 510,377 932 27,208 19,366 64,313 552 33,996 403 785,609 408 402,731 409 53,612 410 (53,727) 411 411.5 426.1 5,046 426.5 18 427 430 43,446 431 229,390 706,150 874,885 242,600 3,523,959 1,314,398 721,350 1,039,701 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 973,889 0 973,889 0 21 Technology 326,131 0 326,131 0 8 Accounting 660,419 0 655,619 4,800 22 Finance 1,164,628 0 1,164,028 600 8 Administrative 567,766 0 544,066 23,700 16 Energy Resources 614,637 0 614,637 0 12 Engineering 678,553 0 678,553 0 10 Distribution 237,834 0 237,834 0 1 Customer Affairs 690,226 0 689,326 900 36 TOTAL 5,914,083 0 5,884,083 30,000 134 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 - Accounting Various NA 7,400 Outside Services - Consulting Charles H. Tenney II A 105,000 Outside Services-Legal LaBouef, Lamb, Greene & Macrae NA 120,036 Various NA 2,764 Outside Services - Other Various NA 327,561 Venture Profiles 27,600 The Hay Group 37,240 Russell Reynolds 146,980 Kelly Services 89,187 TOTAL 863,769 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 608,125 Net Periodic Pension Expense 291,888 401 K 144,497 Life Insurance 72,022 Other 172,607 Supplemental Executive Retirement Plan 112,000 FASB 106 3,719 TOTAL 1,404,858 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 30,363 Advertising Luma & Cahill 669,755 Advertising Ingalls Advertising 52,000 Advertising Other 23,489 TOTAL 775,607 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 169,710 SEC Filing Fees 608 Reimbursable Move Costs (234,922) Company Dues 5,000 TOTAL (59,604) ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 1,359,772 EDP Equipment, Miscellaneous 122,724 TOTAL 1,482,496 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 7,918 State Unemployment Tax - NH 1,947 9,865 U.S. Government Tax: Federal Telephone & Telegram Tax 3,658 Federal Insurance Contribution Act 381,784 Federal Unemployment Tax 7,424 392,866 TOTAL 402,731 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 Aggregate 5,046 TOTAL 5,046 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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 Lobbying Expenses Business and Industry 11 Lobbying Expenses American Institute of CPA's 7 TOTAL 18 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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, 1997 SCHEDULE XIX - FINANCIAL DATA SCHEDULE ITEM NO. CAPTION HEADING AMOUNT 1 Net Service Company Property 2,997,332 2 Total Investments 0 3 Total Current and Accrued Assets 2,702,718 4 Total Deferred Debits 1,288,227 5 Balancing Amount for Total Assets and Other Debits 0 6 Total Assets and Other Debits 6,988,277 7 Total Proprietary Capital 2,688 8 Total Long-Term Debt 0 9 Notes Payable 0 10 Notes Payable to Associate Companies 1,816,986 11 Balancing Amount for Total Current and Accrued Liabilities 3,665,924 12 Total Deferred Credits 0 13 Accumulated Deferred Income Taxes (720,919) 14 Total Liabilities and Proprietary Capital 6,988,277 15 Service Rendered to Associate Companies 12,935,280 16 Service Rendered to Nonassociate Companies 30,000 17 Miscellaneous Income or Loss 11,369 18 Total Income 12,976,649 19 Salaries and Wages 5,914,082 20 Employee Pensions and Benefits 1,404,858 21 Balancing Amount for Total Expenses 5,657,709 22 Total Expenses 12,976,649 23 Net Income (Loss) 0 24 Total Expenses (Direct Costs) 5,811,660 25 Total Expenses (Indirect Costs) 7,164,989 26 Total Expenses (Total) 12,976,649 27 Number of Personnel End of Year 134 ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 ORGANIZATION CHART See page 37A. ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 ORGANIZATION CHART AS OF DECEMBER 31, 1997 President and Chief Executive Officer Schoenberger Senior Executive Vice President - Energy Distribution Dalton Vice President - Engineering and Operations Appleton Senior Executive Vice President - Energy Markets Daly Assistant Vice President - Sales and Marketing Zabetakis Vice President - Energy Procurement Foote Vice President - Technology Smith Vice President - Finance & Collin Vice President and Controller Brock Vice President - Customer Services Morrissey Senior Vice President - Communication & Regulation Gantz Vice President - Communication & Regulation Stewart Assistant Vice President -Regulatory Energy Soares ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 METHODS OF ALLOCATION See Page 38A ANNUAL REPORT OF UNITIL SERVICE CORP. FORM U-13-60 For the Year Ended December 31, 1997 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, 1997 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, 1997 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: