UNITIL CORP

This report and the documents incorporated by reference into this report contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included or incorporated by reference into this report, including, without limitation, statements regarding the financial position, business strategy and other plans and objectives for the future operations of the Company, are forward-looking statements.

These statements include declarations regarding the Company’s beliefs and current expectations. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. These forward-looking statements are subject to inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Some, but not all, of the risks and uncertainties include those described in Part II, Item 1A (Risk Factors) and the following:

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numerous hazards and operating risks relating to the Company’s electric, natural gas and water distribution activities, which could result in accidents and other operating risks and costs;

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fluctuations in the supply of, demand for, and the prices of, electric and natural gas energy commodities and transmission and transportation capacity and the Company’s ability to recover energy supply costs in its rates;

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catastrophic events;

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cyber-attacks, acts of terrorism, acts of war, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other factors could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense;

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outsourcing of services to third parties could expose the Company to substandard quality of service delivery or substandard deliverables, which may result in missed deadlines or other timeliness issues, non-compliance (including with applicable legal requirements and industry standards) or reputational harm, which could negatively affect the Company's results of operations;

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unforeseen or changing circumstances, which could adversely affect the reduction of Company-wide direct greenhouse gas emissions;

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the Company’s regulatory and legislative environment (including laws and regulations relating to climate change, greenhouse gas emissions and other environmental matters) could affect the rates the Company is able to charge, the Company’s authorized rate of return, the Company’s ability to recover costs in its rates, the Company’s financial condition, results of operations and cash flows, and the scope of the Company’s regulated activities;

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general economic conditions, which could adversely affect (i) the Company’s customers and, consequently, the demand for the Company’s distribution services, (ii) the availability of credit and liquidity resources, and (iii) certain of the Company’s counterparty’s obligations (including those of its insurers and lenders);

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the Company’s ability to obtain debt or equity financing on acceptable terms;

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increases in interest rates, which could increase the Company’s interest expense;

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the Company's payment of dividends in the future;

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declines in capital market valuations, which could require the Company to make substantial cash contributions to cover its pension obligations, and the Company’s ability to recover pension obligation costs in its rates;

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the Company's ability to consummate acquisitions or other strategic transactions, to successfully integrate any acquired assets or business, or derive value from strategic transactions and investment, including but not limited to the completed acquisitions of Bangor Natural Gas Company, Maine Natural Gas Corporation, Aquarion Water Company of New Hampshire, Inc. and Abenaki Water Co., Inc.;

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impairment of the Company's assets (including long-lived assets and goodwill), could negatively impact the Company's financial condition and results of operations;

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restrictive covenants contained in the terms of the Company’s and its subsidiaries’ indebtedness, which restrict certain aspects of the Company’s business operations;

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customers’ preferred energy sources;

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severe storms and the Company’s ability to recover storm costs in its rates;

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variations in weather, which could decrease demand for the Company’s distribution services;

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long-term global climate change, which could adversely affect customer demand or cause extreme weather events that could disrupt the Company’s electric, natural gas and water distribution services;

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macroeconomic events, including the imposition of tariffs;

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employee workforce factors, including the ability to attract and retain key personnel;

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the Company’s ability to retain its existing customers and attract new customers;

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the water the Company supplies is subject to environmental, water quality and health and safety laws and regulations, including contaminants of emerging concern, compliance with which could impact the Company's operating costs and capital expenditures, and violations of which could subject the Company to costs, damage to the Company reputation or regulatory action, and contamination events may lead to service limitations, reduced usage or litigation;

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limitations or restrictions on water supplies may adversely affect the Company's access to sources of water, ability to supply water to customers and, together with climate variability, severe weather, natural disasters and seasonality, may cause service disruptions, reduced demand or increased costs;

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contamination of water supplies or our water service provided to our customers could result in service limitations and interruptions and exposure to substances not typically found in potable water supplies, and could subject the Company to reductions in usage and other responsive obligations, government enforcement actions, damage to the Company reputation and private litigation;

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any failure of the Company's network of water and wastewater pipes, water mains and water reservoirs could result in losses and damages that may affect the Company's financial condition and reputation;

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increased competition; and

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other presently unknown or unforeseen factors.

Many of these risks are beyond the Company’s control. Any forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is not possible for the Company to predict all such factors, nor can the Company assess the effect of any such factor on its business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

PART I. FINANCIAL INFORMATION

See the information beginning on page 16 of this Quarterly Report on Form 10-Q.