2 unchanged sentences
Management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2021.
−Removed: Based on this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded as of December 31, 2020 that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
−Removed: and 15d-15(e))
−Removed: were effective.
+Added: Based on this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded as of December 31, 2021 that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective.
Management’s Report on Internal Control over Financial Reporting
−Removed: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)
−Removed: and 15d-15(f).
−Removed: Under the supervision and with the participation of management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Unitil management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based upon criteria established in the “Internal Control–Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
+Added: Under the supervision and with the participation of management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Unitil management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, based upon criteria established in the “Internal Control–Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, Unitil management concluded that Unitil’s internal control over financial reporting was effective as of December 31, 2021.
1 unchanged sentence
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in Unitil’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
−Removed: and 15d-15(f))
−Removed: during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, Unitil’s internal control over financial reporting.
+Added: There have been no changes in Unitil’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Unitil’s internal control over financial reporting.
Other Information
On February 1, 2022, the Company issued a press release announcing its results of operations for the year ended December 31, 2021.
−Removed: The press release is furnished with this Annual Report on Form 10-K
−Removed: as Exhibit 99.1.
+Added: The press release is furnished with this Annual Report on Form 10-K as Exhibit 99.1.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
12 unchanged sentences
Principal Accountant Fees and Services
−Removed: Information required by this Item is set forth in the “Audit Committee Report—Principal Accountant Fees and Services” and the “Audit Committee Report—Audit Committee Pre-Approval
−Removed: Policy” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 28, 2021.
+Added: Information required by this Item is set forth in the “Audit Committee Report—Principal Accountant Fees and Services” and the “Audit Committee Report—Audit Committee Pre-Approval Policy” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.
Exhibits and Financial Statement Schedules
1 unchanged sentence
The following financial statements are included herein under Part II, Item 8, Financial Statements and Supplementary Data:
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP;
Consolidated Statements of Earnings for the years ended December 31, 2021, 2020 and 2019
8 unchanged sentences
Articles of Incorporation of Unitil Corporation.
−Removed: Exhibit 3.1 to Form S-14
−Removed: Registration Statement
−Removed: October 12, 1984 (P)
−Removed: Articles of Amendment to the Articles of Incorporation
−Removed: Filed with the Secretary of State of the State of New Hampshire on March 4, 1992.
−Removed: Exhibit 3.2 to Form 10-K
−Removed: for 1991 (SEC File No.
+Added: Exhibit 3.1 to Form S-14 Registration Statement No.
+Added: 2-93769 dated October 12, 1984 (P)
+Added: Articles of Amendment to the Articles of Incorporation Filed with the Secretary of State of the State of New Hampshire on March 4, 1992.
+Added: Exhibit 3.2 to Form 10-K for 1991 (SEC File No.
Articles of Amendment to the Articles of Incorporation Filed with the Secretary of State of the State of New Hampshire on September 23, 2008.
5 unchanged sentences
333-168394, dated January 28, 2014
−Removed: Third Amended and Restated By-Laws of Unitil Corporation.
−Removed: Exhibit 3.1 to Form 8-K dated December 12, 2013 (SEC File No.
Fourth Amended and Restated By-Laws of Unitil Corporation.
2 unchanged sentences
Exhibit 4.1 to Form 10-K for 2002 (SEC File No.
+Added: Fitchburg Note Agreement dated November 1, 1993 for the 6.75% Notes due November 30, 2023.
+Added: Exhibit 4.18 to Form 10-K for 1993 (SEC File No.
Exhibit Number
Description of Exhibit
−Removed: Fitchburg Note Agreement dated November 1, 1993 for the 6.75% Notes due November 30, 2023.
−Removed: Exhibit 4.18 to Form 10-K
−Removed: for 1993 (SEC File No.
Fitchburg Note Agreement dated January 15, 1999 for the 7.37% Notes due January 15, 2029.
9 unchanged sentences
Exhibit 4.1 to Form 8-K dated December 3, 2008 (SEC File No.
−Removed: Northern Utilities Note Purchase Agreement, dated as of March 2, 2010, for the 5.29% Senior Notes, due March 2, 2020.
−Removed: Exhibit 4.1 to Form 8-K dated March 2, 2010 (SEC File No.
Fourteenth Supplemental Indenture of Unitil Energy Systems, Inc., dated as of March 2, 2010.
12 unchanged sentences
Exhibit 4.4 to Form 8-K dated August 1, 2016 (SEC File No.
−Removed: Exhibit Number
−Removed: Description of Exhibit
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.
2 unchanged sentences
Exhibit 4.6 to Form 8-K dated August 1, 2016 (SEC File No.
+Added: Exhibit Number
+Added: Description of Exhibit
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.
29 unchanged sentences
Exhibit 4.2 to Form 8-K dated November 30, 2018 (SEC File No.
−Removed: Exhibit Number
−Removed: Description of Exhibit
First Mortgage Bond, Series Q, 4.18%, due November 30, 2048, issued by Unitil Energy Systems, Inc.
4 unchanged sentences
Exhibit 4.1 to Form 8-K dated September 12, 2019 (SEC File No.
+Added: Exhibit Number
+Added: Description of Exhibit
4.04% Senior Note, Series 2019, due September 12, 2049, issued by Northern Utilities, Inc.
30 unchanged sentences
Exhibit 4.3 to Form 8-K dated July 25, 2018 (SEC File No.
−Removed: Exhibit Number
−Removed: Description of Exhibit
Amended and Restated Note issued to TD Bank, N.A.
2 unchanged sentences
and TD Bank, N.A.
−Removed: Filed Herewith
−Removed: Mortgage and Security Agreement dated December 18, 2020 Unitil Realty Corp.
+Added: Exhibit 4.49 to Form 10-K for 2020 (SEC File No.
+Added: Mortgage and Security Agreement dated December 18, 2020 between Unitil Realty Corp.
and TD Bank, N.A.
−Removed: Filed Herewith
+Added: Exhibit 4.49 to Form 10-K for 2020 (SEC File No.
+Added: Exhibit Number
+Added: Description of Exhibit
Mortgage Loan Note dated December 18, 2020 issued to TD Bank, N.A.
−Removed: Filed herewith
+Added: Exhibit 4.50 to Form 10-K for 2020 (SEC File No.
Description of Registrant’s Securities
11 unchanged sentences
Exhibit 10.3 to Form 8-K dated July 25, 2018 (SEC File No.
−Removed: Severance Agreement dated January 30, 2019 between Unitil Corporation, Unitil Service Corp.
−Removed: and Christine L.
−Removed: Exhibit 10.1 to Form 8-K dated January 30, 2019 (SEC File No.
Severance Agreement dated March 23, 2020, between the Company and Daniel J.
10 unchanged sentences
Exhibit 10.2 to Form 8-K dated June 5, 2013 (SEC File No.
−Removed: Exhibit Number
−Removed: Description of Exhibit
Unitil Corporation Second Amended and Restated 2003 Stock Plan.
3 unchanged sentences
333-184849 dated November 9, 2012
+Added: Exhibit Number
+Added: Description of Exhibit
Form of Restricted Stock Agreement under the Unitil Corporation Second Amended and Restated 2003 Stock Plan.
2 unchanged sentences
Unitil Corporation Tax Deferred Savings and Investment Plan, as amended and restated effective as of January 1, 2021.
−Removed: Exhibit 4.1 to Form S-8 Registration Statement No.
−Removed: 333-234391 dated October 31, 2019
+Added: Filed herewith
Unitil Corporation Tax Deferred Savings and Investment Plan Trust Agreement.
1 unchanged sentence
333-234391 dated October 31, 2019
−Removed: Amendment to Unitil Corporation Tax Deferred Savings and Investment Plan.
−Removed: Exhibit 10.1 to Form 10-Q for June 30, 2019 (SEC File No.
−Removed: Amendment to Unitil Corporation Tax Deferred Savings and Investment Plan.
−Removed: Exhibit 10.17 to Form 10-K for 2019 (SEC File No.
−Removed: Amendment to Unitil Corporation Tax Deferred Savings and Investment Plan.
−Removed: Filed herewith
Employment Agreement effective July 25, 2018 between Unitil Corporation and Thomas P.
3 unchanged sentences
Exhibit 10.1 to Form 10-Q for March 31, 2015 (SEC File No.
+Added: Employment Agreement effective April 25, 2021 between Unitil Corporation and Thomas P.
+Added: Meissner, Jr.
+Added: Exhibit 10.1 to Form 8-K dated April 28, 2021 (SEC File No.
Unitil Corporation—Compensation of Directors effective as of January 1, 2021.
2 unchanged sentences
Filed herewith
+Added: 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.
+Added: Exhibit 1.1 to Form 8-K dated August 3, 2021 (File No.
Statement Re:
8 unchanged sentences
Filed herewith
−Removed: Exhibit Number
−Removed: Description of Exhibit
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.
5 unchanged sentences
Filed herewith
+Added: Exhibit Number
+Added: Description of Exhibit
Unitil Corporation Press Release Dated February 1, 2022 Announcing Earnings For the Year Ended December 31, 2021.
−Removed: Filed herewith
+Added: Furnished herewith
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.
12 unchanged sentences
Filed herewith
−Removed: The exhibits referred to in this column by specific designations and dates have heretofore been filed with the Securities and Exchange Commission under such designations and are hereby incorporated by reference.
−Removed: In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K,
−Removed: 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.
+Added: 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.
+Added: 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.
These exhibits represent a management contract or compensatory plan.
1 unchanged sentence
In accordance with instruction no.
−Removed: 2 to Item 601 of Regulation S-K,
−Removed: 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.
+Added: 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.
1 unchanged sentence
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: U NITIL C ORPORATION
Date February 1, 2022
−Removed: / S / T HOMAS P.
−Removed: M EISSNER , J R .
Meissner, Jr.
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
−Removed: / S / T HOMAS P.
−Removed: M EISSNER , J R .
Meissner, Jr.
1 unchanged sentence
February 1, 2022
−Removed: / S / R OBERT B.
Principal Financial Officer
February 1, 2022
−Removed: / S / D ANIEL J.
Principal Accounting Officer
February 1, 2022
−Removed: / S / M ICHAEL B.
February 1, 2022
−Removed: / S / E BEN S.
February 1, 2022
−Removed: / S / E DWARD F.
February 1, 2022
−Removed: / S / W INFIELD S.
February 1, 2022
−Removed: / S / L ISA C RUTCHFIELD
Lisa Crutchfield
February 1, 2022
−Removed: / S / D AVID A.
February 1, 2022
−Removed: / S / S UZANNE F OSTER
Suzanne Foster
February 1, 2022
−Removed: / S / J USTINE V OGEL
Justine Vogel
February 1, 2022
−Removed: / S / M ARK H.
February 1, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.