UNITIL CORP
For the period ended Dec 31, 2023. Filed Feb 13, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 13, 2024
UTL$55.93-0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) (1) and (2)—LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements are included herein under Part II, Item 8, Financial Statements and Supplementary Data:
Consolidated Statements of Changes in Common Stock Equity for the years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, are not applicable, or information required is included in the financial statements or notes thereto and, therefore, have been omitted.
(3)—LIST OF EXHIBITS
| Exhibit Number | Description of Exhibit | Reference (1) |
| 3.1 (P) | Articles of Incorporation of Unitil Corporation. | Exhibit 3.1 to Form S-14 Registration Statement No. 2-93769 dated October 12, 1984 |
| 3.2 (P) | Articles of Amendment to the Articles of Incorporation of Unitil Corporation filed on March 4, 1992. | Exhibit 3.2 to Form 10-K for 1991 (SEC File No. 1-8858) |
| 3.3 | Articles of Amendment to the Articles of Incorporation of Unitil Corporation filed on September 23, 2008. | Exhibit 3.3 to Form S-3/A Registration Statement No. 333-152823 dated November 25, 2008 |
| 3.4 | Articles of Amendment to the Articles of Incorporation of Unitil Corporation filed on April 27, 2011. | Exhibit 4.4 to Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-168394, dated January 28, 2014 |
| 3.5 | Fourth Amended and Restated By-Laws of Unitil Corporation. | Exhibit 3.1 to Form 8-K dated April 29, 2020 (SEC File No. 1-8858) |
| 4.1 | Twelfth Supplemental Indenture of Unitil Energy Systems, Inc., successor to Concord Electric Company, dated as of December 2, 2002, amending and restating the Concord Electric Company Indenture of Mortgage and Deed of Trust dated as of July 15, 1958. | Exhibit 4.1 to Form 10-K for 2002 (SEC File No. 1-8858) |
| 4.2 | Fitchburg Note Agreement dated January 15, 1999 for the 7.37% Notes due January 15, 2029. | Exhibit 4.25 to Form 10-K for 1999 (SEC File No. 1-8858) |
| Exhibit Number | Description of Exhibit | Reference (1) |
|---|---|---|
| 4.3 | Fitchburg Note Agreement dated June 1, 2001 for the 7.98% Notes due June 1, 2031. | Exhibit 4.6 to Form 10-Q for June 30, 2001 (SEC File No. 1-8858) |
| 4.4 | Fitchburg Note Agreement dated October 15, 2003 for the 6.79% Notes due October 15, 2025. | Exhibit 4.7 to Form 10-K for 2003 (SEC File No. 1-8858) |
| 4.5 | Fitchburg Note Agreement dated December 21, 2005 for the 5.90% Notes due December 15, 2030. | (2) |
| 4.6 | Thirteenth Supplemental Indenture of Unitil Energy Systems, Inc., dated as of September 26, 2006. | (2) |
| 4.7 | Northern Utilities Note Purchase Agreement, dated as of December 3, 2008, for the 6.95% Senior Notes, Series A due December 3, 2018 and the 7.72% Senior Notes, Series B due December 3, 2038. | Exhibit 4.1 to Form 8-K dated December 3, 2008 (SEC File No. 1-8858) |
| 4.8 | Fourteenth Supplemental Indenture of Unitil Energy Systems, Inc., dated as of March 2, 2010. | Exhibit 4.4 to Form 8-K dated March 2, 2010 (SEC File No. 1-8858) |
| 4.9 | Northern Utilities form of Note Purchase Agreement, dated as of October 15, 2014, for the 4.42% Senior Notes, due October 15, 2044. | Exhibit 4.1 to Form 8-K dated October 15, 2014 (SEC File No. 1-8858) |
| 4.10 | Northern Utilities form of Note issued pursuant to the Note Purchase Agreement, dated as of October 15, 2014, for the 4.42% Senior Notes, due October 15, 2044. | Exhibit 4.2 to Form 8-K dated October 15, 2014 (SEC File No. 1-8858) |
| 4.11 | Note Purchase Agreement dated August 1, 2016 by and among Unitil Corporation and the several purchasers named therein for the 3.70% Senior Notes, Series 2016, due August 1, 2026. | Exhibit 4.1 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.12 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by Metropolitan Life Insurance Company in the principal amount of $11,200,000. | Exhibit 4.2 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.13 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by Lincoln Benefit Life Company in the principal amount of $4,000,000. | Exhibit 4.3 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.14 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by Lincoln Benefit Life Company in the principal amount of $3,800,000. | Exhibit 4.4 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.15 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by Lincoln Benefit Life Company in the principal amount of $1,000,000. | Exhibit 4.5 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.16 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by United of Omaha Life Insurance Company in the principal amount of $5,000,000. | Exhibit 4.6 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| Exhibit Number | Description of Exhibit | Reference (1) |
| 4.17 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by United of Omaha Life Insurance Company in the principal amount of $3,000,000. | Exhibit 4.7 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.18 | 3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by Companion Life Insurance Company in the principal amount of $2,000,000. | Exhibit 4.8 to Form 8-K dated August 1, 2016 (SEC File No. 1-8858) |
| 4.19 | Note Purchase Agreement dated July 14, 2017 by and among Northern Utilities, Inc. and the several purchasers named therein for the 3.52% Senior Notes, Series 2017A, due November 1, 2027 and the 4.32% Senior Notes, Series 2017B, due November 1, 2047. | Exhibit 4.1 to Form 8-K dated July 14, 2017 (SEC File No. 1-8858) |
| 4.20 | Note Purchase Agreement dated July 14, 2017 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein for the 3.52% Senior Notes, Series 2017A, due November 1, 2027 and the 4.32% Senior Notes, Series 2017B, due November 1, 2047. | Exhibit 4.2 to Form 8-K dated July 14, 2017 (SEC File No. 1-8858) |
| 4.21 | Note Purchase Agreement dated July 14, 2017 by and among Granite State Gas Transmission, Inc. and the several purchasers named therein for the 3.72% Senior Notes, Series 2017A, due November 1, 2027. | Exhibit 4.3 to Form 8-K dated July 14, 2017 (SEC File No. 1-8858) |
| 4.22 (4) | 3.52% Senior Note, Series 2017A, due November 1, 2027, issued by Northern Utilities, Inc. to Great-West Life & Annuity Insurance Company. | Exhibit 4.2 to Form 8-K dated November 1, 2017 (SEC File No. 1-8858) |
| 4.23 (4) | 4.32% Senior Note, Series 2017B, due November 1, 2047, issued by Northern Utilities, Inc. to The Canada Life Insurance Company of Canada. | Exhibit 4.3 to Form 8-K dated November 1, 2017 (SEC File No. 1-8858) |
| 4.24 (4) | 3.52% Senior Note, Series 2017A, due November 1, 2027, issued by Fitchburg Gas and Electric Light Company to Great-West Life & Annuity Insurance Company. | Exhibit 4.5 to Form 8-K dated November 1, 2017 (SEC File No. 1-8858) |
| 4.25 (4) | 4.32% Senior Note, Series 2017B, due November 1, 2047, issued by Fitchburg Gas and Electric Light Company to The Great-West Life Assurance Company. | Exhibit 4.6 to Form 8-K dated November 1, 2017 (SEC File No. 1-8858) |
| 4.26 (4) | 3.72% Senior Note, Series 2017A, due November 1, 2027, issued by Granite State Gas Transmission, Inc. to Thrivent Financial for Lutherans. | Exhibit 4.8 to Form 8-K dated November 1, 2017 (SEC File No. 1-8858) |
| 4.27 | Bond Purchase Agreement dated November 30, 2018 by and among Unitil Energy Systems, Inc. and the several purchasers named therein for the $30,000,000 aggregate principal amount of first mortgage bonds, Series Q, due November 30, 2048. | Exhibit 4.1 to Form 8-K dated November 30, 2018 (SEC File No. 1-8858) |
| 4.28 | Fifteenth Supplemental Indenture dated November 29, 2018 by and between Unitil Energy Systems, Inc. and U.S. Bank National Association (as trustee). | Exhibit 4.2 to Form 8-K dated November 30, 2018 (SEC File No. 1-8858) |
| 4.29 (4) | First Mortgage Bond, Series Q, 4.18%, due November 30, 2048, issued by Unitil Energy Systems, Inc. to United of Omaha Life Insurance Company. | Exhibit 4.3 to Form 8-K dated November 30, 2018 (SEC File No. 1-8858) |
| Exhibit Number | Description of Exhibit | Reference (1) |
| 4.30 | Note Purchase Agreement dated September 12, 2019 by and among Northern Utilities, Inc. and the several purchasers named therein. | Exhibit 4.1 to Form 8-K dated September 12, 2019 (SEC File No. 1-8858) |
| 4.31 (4) | 4.04% Senior Note, Series 2019, due September 12, 2049, issued by Northern Utilities, Inc. to Pacific Life Insurance Company. | Exhibit 4.2 to Form 8-K dated September 12, 2019 (SEC File No. 1-8858) |
| 4.32 | Note Purchase Agreement dated December 18, 2019 by and among Unitil Corporation and the several purchasers named therein. | Exhibit 4.1 to Form 8-K dated December 18, 2019 (SEC File No. 1-8858) |
| 4.33 (4) | 3.43% Senior Note, Series 2019, due December 18, 2029, issued by Unitil Corporation to CHIMEFISH & CO, as nominee for American Equity Investment Life Insurance Company. | Exhibit 4.2 to Form 8-K dated December 18, 2019 (SEC File No. 1-8858) |
| 4.34 | Note Purchase Agreement dated September 15, 2020 by and among Northern Utilities, Inc. and the several purchasers named therein. | Exhibit 4.1 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.35 (4) | 3.78% Senior Note, Series 2020, due September 15, 2040, issued by Northern Utilities, Inc. to Metropolitan Life Insurance Company. | Exhibit 4.2 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.36 | Note Purchase Agreement dated September 15, 2020 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein. | Exhibit 4.3 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.37 (4) | 3.78% Senior Note, Series 2020A, due September 15, 2040, issued by Fitchburg Gas and Electric Light Company to Brighthouse Life Insurance Company of NY. | Exhibit 4.4 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.38 | Bond Purchase Agreement dated September 15, 2020 by and among Unitil Energy Systems, Inc., U.S. Bank National Association (as trustee), and the several purchasers named therein. | Exhibit 4.5 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.39 | Sixteenth Supplemental Indenture dated September 15, 2020 by and between Unitil Energy Systems, Inc. and U.S. Bank National Association (as trustee). | Exhibit 4.6 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.40 (4) | First Mortgage Bond, Series R, 3.58%, due September 15, 2040, issued by Unitil Energy Systems, Inc. to CUDD and CO (as nominee for Symetra Life Insurance Company). | Exhibit 4.7 to Form 8-K dated September 15, 2020 (SEC File No. 1-8858) |
| 4.41 (5) | Note Purchase Agreement dated July 6, 2023 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein. | Exhibit 4.1 to Form 8-K dated July 6, 2023 (SEC File No. 1-8858) |
| 4.42 (4) | 5.70% Senior Note, Series 2023A, due July 2, 2033, issued by Fitchburg Gas and Electric Light Company to MetLife Reinsurance Company of Hamilton, Ltd. | Exhibit 4.2 to Form 8-K dated July 6, 2023 (SEC File No. 1-8858) |
| 4.43 (4) | 5.96% Senior Note, Series 2023B, due July 2, 2053, issued by Fitchburg Gas and Electric Light Company to Mutual of Omaha Insurance Company | Exhibit 4.3 to Form 8-K dated July 6, 2023 (SEC File No. 1-8858) |
| Exhibit Number | Description of Exhibit | Reference (1) |
| 4.44 | Amended and Restated Note issued to Bank of America, N.A. | Exhibit 4.2 to Form 8-K dated July 25, 2018 (SEC File No. 1-8858) |
| 4.45 | Loan Agreement dated December 18, 2020 between Unitil Realty Corp. and TD Bank, N.A. | Exhibit 4.48 to Form 10-K for 2020 (SEC File No. 1-8858) |
| 4.46 | Mortgage and Security Agreement dated December 18, 2020 between Unitil Realty Corp. and TD Bank, N.A. | Exhibit 4.49 to Form 10-K for 2020 (SEC File No. 1-8858) |
| 4.47 | Mortgage Loan Note dated December 18, 2020 issued to TD Bank, N.A. | Exhibit 4.50 to Form 10-K for 2020 (SEC File No. 1-8858) |
| 4.49 (5) | Third Amended and Restated Credit Agreement dated September 29, 2022 among Unitil Corporation, Bank of America, N.A., as administrative agent, and the Lenders | Exhibit 4.1 to Form 8-K dated September 29, 2022 (SEC File No. 1-8858) |
| 4.50 | Second Amended and Restated Note issued to Citizens Bank, N.A. | Exhibit 4.2 to Form 8-K dated September 29, 2022 (SEC File No. 1-8858) |
| 4.51 | Second Amended and Restated Note issued to TD Bank, N.A. | Exhibit 4.3 to Form 8-K dated September 29, 2022 (SEC File No. 1-8858) |
| 10.1 (3) | Amended and Restated Form of Severance Agreement between the Company and the persons listed at the end of such Agreement. | Exhibit 10.2 to Form 8-K dated June 19, 2008 (SEC File No. 1-8858) |
| 10.2 (3) | Amended and Restated Form of Severance Agreement between the Company and the persons listed at the end of such Agreement. | Exhibit 10.3 to Form 8-K dated June 19, 2008 (SEC File No. 1-8858) |
| 10.3 (3) | Amended and Restated Form of Severance Agreement (Three-Year Term). | Exhibit 10.1 to Form 8-K dated July 25, 2018 (SEC File No. 1-8858) |
| 10.4 (3) | Amended and Restated Form of Severance Agreement (Two-Year Term). | Exhibit 10.2 to Form 8-K dated July 25, 2018 (SEC File No. 1-8858) |
| 10.5 (3) | Amended and Restated Form of Severance Agreement (Two-Year Term; Non Pension). | Exhibit 10.3 to Form 8-K dated July 25, 2018 (SEC File No. 1-8858) |
| 10.6 (3) | Severance Agreement dated March 23, 2020, between the Company and Daniel J. Hurstak. | Exhibit 10.1 to Form 8-K dated March 19, 2020 (SEC File No. 1-8858) |
| 10.7 (3) | Severance Agreement dated July 29, 2020, between the Company and Robert B. Hevert. | Exhibit 10.1 to Form 8-K dated July 29, 2020 (SEC File No. 1-8858) |
| Exhibit Number | Description of Exhibit | Reference (1) |
| 10.8 (3) | Amended and Restated Unitil Corporation Supplemental Executive Retirement Plan effective as of December 31, 2016. | Exhibit 10.1 to Form 10-Q for March 31, 2017 (SEC File No. 1-8858) |
| 10.9 (3) | Amended and Restated Supplemental Executive Retirement Plan. | Exhibit 10.5 to Form 8-K dated July 25, 2018 (SEC File No. 1-8858) |
| 10.10 (3) | Unitil Corporation Deferred Compensation Plan. | Exhibit 10.6 to Form 8-K dated July 25, 2018 (SEC File No. 1-8858) |
| 10.11 (3) | Unitil Corporation Management Incentive Plan (amended and restated as of June 5, 2013). | Exhibit 10.2 to Form 8-K dated June 5, 2013 (SEC File No. 1-8858) |
| 10.12 (3) | Unitil Corporation Second Amended and Restated 2003 Stock Plan. | Appendix 1 to the Proxy Statement filed on Schedule 14A dated March 13, 2012 (SEC File No. 1-8858) |
| 10.13 (3) | Form of Restricted Stock Unit Agreement under the Unitil Corporation Second Amended and Restated 2003 Stock Plan. | Exhibit 4.7 to Form S-8 Registration Statement No. 333-184849 dated November 9, 2012 |
| 10.14 (3) | Form of Restricted Stock Agreement under the Unitil Corporation Second Amended and Restated 2003 Stock Plan. | Exhibit 4.8 to Form S-8 Registration Statement No. 333-184849 dated November 9, 2012 |
| 10.15 (3) | Unitil Corporation Tax Deferred Savings and Investment Plan, as amended and restated effective as of January 1, 2021. | Exhibit 10.15 to Form 10-K for 2021 (SEC File No. 1-8858) |
| 10.16 (3) | Unitil Corporation Tax Deferred Savings and Investment Plan Trust Agreement. | Exhibit 4.2 to Form S-8 Registration Statement No. 333-234391 dated October 31, 2019 |
| 10.17 (3) | Unitil Corporation Incentive Plan (amended and restated as of January 26, 2015). | Exhibit 10.1 to Form 10-Q for March 31, 2015 (SEC File No. 1-8858) |
| 10.18 (3) | Employment Agreement effective April 25, 2021 between Unitil Corporation and Thomas P. Meissner, Jr. | Exhibit 10.1 to Form 8-K dated April 28, 2021 (SEC File No. 1-8858) |
| 10.19 (3) | Unitil Corporation—Compensation of Directors effective as of January 1, 2022. | Exhibit 10.21 to Form 10-K for 2021 (SEC File No. 1-8858) |
| 10.20 (3) | Unitil Corporation - Compensation of Directors effective as of January 1, 2024 | Filed herewith |
| Exhibit Number | Description of Exhibit | Reference (1) |
| 10.21 | Underwriting Agreement dated August 4, 2021 among Unitil Corporation, on the one hand, and RBC Capital Markets, LLC and BofA Securities, Inc., on the other hand, for themselves and as representatives of the several underwriters named therein. | Exhibit 1.1 to Form 8-K dated August 3, 2021 (File No. 1-8858) |
| 10.22 (3) | Form of Restricted Stock Agreement (Time Vesting) | Exhibit 10.1 to Form 8-K dated January 24, 2023 (SEC File No. 1-8858) |
| 10.23 (3) | Form of Restricted Stock Agreement (Performance Vesting) | Exhibit 10.2 to Form 8-K dated January 24, 2023 (SEC File No. 1-8858) |
| 19.1 | Unitil Corporation Corporate Governance Guidelines and Policies of the Board of Directors (includes the Registrant’s insider trading policies and procedures) | Filed herewith |
| 21.1 | Statement Re: Subsidiaries of Registrant. | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | Filed herewith |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 31.3 | Certification of Chief Accounting Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 32.1 | Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 97.1 | Executive Compensation Recovery Policy | Filed herewith |
| 99.1 | Unitil Corporation Press Release Dated February 13, 2024 Announcing Earnings For the Year Ended December 31, 2023. | Furnished herewith |
| 101.INS | Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | Filed herewith |
| 104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | Filed herewith |
(1) The exhibits referred to in this column by specific designations and dates have heretofore been filed with or furnished to the Securities and Exchange Commission under such designations and are hereby incorporated by reference.
(2) In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, the instrument defining the debt of the Registrant and its subsidiary, described above, has been omitted but will be furnished to the Commission upon request.
(3) These exhibits represent a management contract or compensatory plan.
(4) This Note or Bond (each, an “Instrument”) is substantially identical in all material respects to other Instruments that are otherwise required to be filed as exhibits, except as to the registered payee of such Instrument, the identifying number of such Instrument, and the principal amount of such Instrument. In accordance with instruction no. 2 to Item 601 of Regulation S-K, the registrant has filed a copy of only one of such Instruments, with a schedule identifying the other Instruments omitted and setting forth the material details in which such Instruments differ from the Instrument that was filed. The registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any Instruments so omitted.
(5) In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits. This exhibit’s table of contents includes a brief description of the subject matter of all of its schedules and exhibits, including the omitted schedules and exhibits. The Registrant acknowledges that it must provide a copy of any omitted schedules or exhibits to the Securities and Exchange Commission or its staff upon request.
(P) Paper exhibit.
(P)
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