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File No. 30- 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1996
Filed Pursuant to the Public Utility Holding Company Act of 1935
by
UNITIL CORPORATION
6 Liberty Lane West, Hampton, New Hampshire 03842-1720
TABLE OF CONTENTS
ITEMS PAGE
Item 1 1
Item 2 2
Item 3 3
Item 4 4
Item 5 5
Item 6 Part I 6
Part II 8
Part III(a) 9
(b) 13
(c) 14
(d) 14
(e) 14
(f) 15
Item 7 Part I 16
Part II 16
Item 8 Part I 16
Part II 16
Part III 16
Item 9 Part I 16
Part II 16
Part III 16
Item 10 Financial Statements 17
Exhibits 28
ITEM 1
SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996
Name of Company Number of % of Issuer Owner's
Common Voting Book Book
Shares Power Value Value
Owned
Unitil Corporation
Concord Electric
Company (CECO) 131,745 100% 10,103,622 10,103,622
Exeter & Hampton
Electric Company (E&H) 195,000 100% 11,305,563 11,305,563
Fitchburg Gas and Electric
Light Company (FG&E) 1,244,629 100% 35,882,854 35,882,854
Unitil Power Corp. (UPC) 100 100% 362,631 362,631
Unitil Realty Corp. (URC) 100 100% 1,157,573 1,157,573
Unitil Resources, Inc. (URI) 100 100% 55,119 55,119
Unitil Service Corp. (USC) 100 100% 2,688 2,688
ITEM 2
ACQUISITIONS OR SALES OF UTILITY ASSETS
Information concerning acquisitions or sales of utility assets by
System companies not reported in a certificate filed pursuant to Rule 24 -
None
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES
Name of Name Of Company Authori-
Issuer Issuing, Selling, Brief Description zation or
and Title Pledging, Guaranteeing of Transaction Consideration Exemption
of Issue or Assuming
(1) (2) (3) (4) (5)
(In Whole
Dollars)
Unitil
Corporation
(UTL)
UTL Issuance of Shares
Pursuant to Stock
Option Plan on 7/24/96 HCAR No.
- 2,400 shares $19,920 35-25677
UTL Issued on Various Dates,
52,081 Shares in Connection
with the Company's Dividend
Reinvestment and Stock
Purchase Plan and Tax
Deferred Savings and
Investment Plan $1,111,261 HCAR No.
35-25677
Short-term UTL, CECo, E&H, Bank Borrowings Made
Bank FG&E, Service, on Various Dates and
Borrowings Realty, Power, Such Funds Lent to
Resources Affiliates Under the HCAR No.
Unitil Cash Pool (A) 35-26328
(A) Maximum borrowing authority is $23,000,000. Borrowings outstanding at
December 31, 1996 were $21,400,000.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Name of
Issuer Name Of Extinguished(EXT) Authorization
and Company Acquiring, Distributed(D) or Exemption
Title of Redeeming, or Consider or Held(H) For
Issue Retiring Securities ation Further Disposition
(1) (2) (3) (4) (5)
(In Whole
Dollars)
Unitil
Corporation
(UTL)
Common Stock, Unitil HCAR No.
No Par Value Service Corp. D & H (B) 35-25951
Exeter & Hampton
Electric
Company (E&H)
Redeemable Preferred Stock
$100 Par Value:
5% Series E&H $7,000 EXT Rule 42
Fitchburg Gas and
Electric Light
Company (FG&E)
Redeemable Preferred Stock
$100 Par Value:
5.125% Series FG&E $42,000 EXT Rule 42
8% Series FG&E $59,000 EXT Rule 42
(B) Common Stock Purchased on the Open-Market to Satisfy Requirements of
the Management Performance Compensation Program.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF
DECEMBER 31, 1996
1. Aggregate amount of Investments in persons operating in the retail
service area.
Name of Name of Nature of Description Number Percent Owner's
Company Issuer Issuer's of of of Voting Book
Business Securities Shares Power Value(In
Dollars)
(1) (2) (3) (4) (5) (6) (7)
CECo Concord Economic Common Stock 120 * $3,000
Regional Development
Development
Corp.
E&H Collin & Alkman
Group Retail 12% S.F.Debenture * $500
Wickes
Companies, Inc. Retail Capital Stock 3 * $6
FG&E Ames Department
Store Retail Cum. Pref Stk. 32 * $170
Massachusetts
Business
Development Economic
Corp. Development Common Stock 350 * $3,500
Boundary Gas, Gas Common Stock 0.57 * $57
Inc. Distribution
2. Securities owned not included in 1 above.
None
ITEM 6
OFFICERS AND DIRECTORS OF UNITIL CORPORATION AND SUBSIDIARIES
Part 1. As of December 31, 1996:
LEGEND OF ABBREVIATIONS
CB Chairman of the Board
D Director
CEO Chief Executive Officer
P President
COO Chief Operating Officer
CFO Chief Financial Officer
SEVP Senior Executive Vice President
EVP Executive Vice President
SVP Senior Vice President
VP Vice President
T Treasurer
S Secretary/Clerk
C Controller
Name and
Business Address Unitil CECo E&H FG&E USC URC UPC URI
Michael J. Dalton
6 Liberty Lane West D,P, D,
Hampton, NH 03842 COO D,P D,P D,P SEVP D D D,VP
Thomas M. Hardiman
5 Walker Street
Concord, NH 03301 D
G. Arnold Haynes
34 Washington Street
Wellesley, MA 02181 D D
Douglas K. Macdonald
8 Wilson Avenue
Concord, NH 03301 D D
J. Parker Rice, Jr.
112 River Street
Fitchburg, MA 01420 D D
John J. Quinn
13 Williams Circle
Stratham. NH 03885 D
Peter J. Stulgis
6 Liberty Lane West D,CB,
Hampton, NH 03842 CEO D,P D D D
Charles H. Tenney II
300 Friberg Parkway
Westborough, MA 01581 D
Charles H. Tenney III
300 Friberg Parkway
Westborough, MA 01581 D
William W. Treat
P.O. Box 800
Stratham, NH 03885 D D
W. William VanderWolk,
Jr. 172 South Willow
Street
Manchester, NH 03103 D D
Robert L. Ware
P.O. Box 2202
Fitchburg, MA 01420 D
Franklin Wyman, Jr.
211 Congress Street
Boston, MA 02110 D D
Joan D. Wheeler
P.O. Box 895
Hollis, NH 03049 D
Michael B. Green
250 Pleasant Street
Concord, NH 03301 D
H. Alfred Casassa
459 Lafayette Road
Hampton, NH 03841 D
Gail A. Siart
6 Liberty Lane West CFO,T,
Hampton, NH 03842 S SVP,D D,P VP,T
Stewart E. Aither
6 Liberty Lane West
Hampton, NH 03842 SVP SVP SVP VP
David K. Foote
6 Liberty Lane West
Hampton, NH 03842 SVP VP D,SVP
Raymond J. Morrissey
6 Liberty Lane West
Hampton, NH 03842 VP
Mark H. Collin
6 Liberty Lane West
Hampton, NH 03842 T T T VP,T T T
Richard Heath
One McGuire Street
Concord, NH 03302 VP
Anthony Smoker
6 Liberty Lane West
Hampton, NH 03842 VP
Glenn D. Appleton
6 Liberty Lane West
Hampton, NH 03842 VP
James G. Daly
6 Liberty Lane West
Hampton, NH 03842 SVP,D P,D VP
George R. Gantz
6 Liberty Lane West
Hampton, NH 03842 SVP,D D,P
Sandra L. Walker
6 Liberty Lane West
Hampton, NH 03842 S S S S S S
Laurence M. Brock
6 Liberty Lane West
Hampton, NH 03842 C C C C C C C
M. Mitchell Bodnarchuk
285 John Fitch Highway
Fitchburg, MA 01420 VP,S
Part II. Each officer and director with a financial connection within
the provisions of Section 17(c) of the Act are as follows:
Name of Officer Name and Location of Position Held in Applicable
or Director Financial Institution Financial Exemption Rule
Institution
(1) (2) (3) (4)
Franklin Wyman, Brookline Savings Bank, Trustee,
Jr. Brookline MA Vice President 70(c)
ITEM 6. (continued)
Part III. The disclosures made in the System companies' most
recent proxy statement and annual report on Form 10-K with respect
to items (a) through (f) follow:
(a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Members of the Board of Directors who are not officers of Unitil or
any of its subsidiaries receive an annual retainer fee of $7,000 and $500
for each Board meeting attended. Members of the Executive Committee, who are
not officers of Unitil or any of its subsidiaries, receive an annual retainer
fee of $2,000 and $400 for each meeting attended. Members of the Audit
Committee and Compensation Committee receive an annual retainer fee of
$1,000 and $400 for each meeting attended. Those Directors of Unitil who
also serve as Directors of CECo, E&H or FG&E and who are not officers of
Unitil or any of its subsidiaries receive a meeting fee of $100 per
subsidiary meeting attended and no annual retainer fee from CECo, E&H or
FG&E. All Directors are entitled to reimbursement of expenses incurred in
connection with attendance at meetings of the Board of Directors and any
Committee on which they serve.
Executive Compensation
The tabulation below shows the compensation Unitil Corporation, or
any of its subsidiaries, has paid to its Chief Executive Officer and its
most highly compensated officers whose total annual salary and bonus were in
excess of $100,000 during the year 1996.
Long-Term Compensation
Annual Compensation Awards Payouts
Name and Other Restricted All Other
Principal Salary Bonus Annual Stock Options LTIPCompensation
Position (1) Year ($) ($)(2) Comp. ($) Awards(#)Payouts ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Peter J. Stulgis 1996 241,025 100,036 - - - - $13,058(3)
Chairman of the 1995 215,300 110,411 - - - -
Board & CEO 1994 208,300 94,394 - - - -
Michael J. Dalton 1996 169,200 61,959 - - - - $10,628(4)
President & Chief 1995 164,400 63,347 - - - -
Operating Officer 1994 159,600 61,932 - - - -
Gail A. Siart (5) 1996 97,500 32,580 - - - - $ 4,152 (5)
CFO, Treasurer & 1995 90,000 47,228 - - 3,000 (6)
Secretary 1994 79,033 24,928 - - - -
James G. Daly (5) 1996 95,625 32,580 - - - - $ 4,244 (7)
Senior VP, 1995 88,675 47,228 - - 3,000 (6)
Unitil Service 1994 76,517 29,128 - - - -
George R. Gantz(5)1996 95,625 32,580 - - - - $ 4,765 (8)
Senior VP, 1995 89,000 42,428 - - 3,000 (6)
Unitil Service 1994 78,408 27,228 - - - -
NOTES:
(1) Officers of the Company also hold various positions with subsidiary
companies. Compensation for those positions is included in the above table.
(2) Bonus amounts are comprised of Management Performance Compensation
Program (MPCP) cash and stock awards and distributions from the System's
non-utility subsidiary, Unitil Resources. Unitil maintains a management
performance compensation program ("MPCP") for certain management employees,
including Executive Officers. The MPCP provides for awards to be calculated
annually and paid in a combination of cash and Unitil Common Stock. Awards
are based on several factors designed to reflect the Company's performance
and the attainment of individual performance goals. There was no
distribution from Unitil Resources in 1996.
(3) All Other Compensation for Mr. Stulgis for the year 1996 includes
the company's contribution to the Tax Qualified Savings and Investment Plan
("401(K)"), Supplemental Life Insurance payment, and Group Term Life
Insurance payment, valued at $4,500, $7,340 and $1,218, respectively.
(4) All Other Compensation for Mr. Dalton for the year 1996 includes,
401(K) company contribution, Supplemental Life Insurance payment and Group
Term Life Insurance payment, valued at $4,500, $3,558 and $2,570,
respectively.
(5) All Other Compensation for Ms. Siart for the year 1996 includes
401(K) company contribution, Supplemental Life Insurance payment and Group
Term Life Insurance payment, valued at $3,597, $369 and $186, respectively.
(6) Options were granted in 1995 under the Key Employee Stock Option Plan
(see "Other Compensation Arrangements" and subsequent notes).
(7) All Other Compensation for Mr. Daly for the year 1996 includes 401(K)
company contribution, Supplemental Life Insurance payment and Group Term
Life Insurance payment, valued at $3,541, $517 and $186, respectively.
(8) All Other Compensation for Mr. Gantz for the year 1996 includes
401(K) company contribution, Supplemental Life Insurance payment and Group
Term Life Insurance payment, valued at $3,541, $732 and $492, respectively.
OTHER COMPENSATION ARRANGEMENTS
The table below provides information with respect to options to purchase
shares of the Company's Common Stock exercised in fiscal 1996 and the value
of unexercised options granted in prior years under the Key Employee Stock
Option Plan ("Option Plan") to the named executive officers in the Summary
Compensation Table and held by them as of December 31, 1996. No options
were granted in fiscal 1996 to any of the named Executive Officers. The
Company has no compensation plan under which Stock Appreciation Rights
(SARs) are granted.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR (FY)
AND FY-END OPTION VALUES
Shares Number of Unexercised Value of Unexercised
Acquired Options at In-the-Money Options at
Name and on Value FY-End (#) (2) FY-End ($)
Principal Exercise Realized Exercisable/ Exercisable/
Position (1) (#) ($) Unexercisable (3) Unexercisable
(a) (b) (c) (d) (e)
Peter J. Stulgis- - exercisable 24,000 exercisable $287,040
Chairman of the - - unexercisable 0 unexercisable 0
Board & CEO - -
Michael J. Dalton- - exercisable 24,000 exercisable $282,960
President & Chief- - unexercisable 0 unexercisable 0
Operating Officer- -
Gail A. Siart - - exercisable 5,078 exercisable $47,124
CFO, Treasurer &- - unexercisable 0 unexercisable 0
Secretary - -
James G. Daly - - exercisable 5,032 exercisable $42,168
Senior VP, - - unexercisable 0 unexercisable 0
Unitil Service - -
George R. Gantz - - exercisable 5,078 exercisable $47,124
Senior VP, - - unexercisable 0 unexercisable 0
Unitil Service - -
NOTES:
(1) The Option Plan authorizes the Committee to provide in the award
agreements that the participant's right to exercise the options provided for
therein will be accelerated upon the occurrence of a "Change in Control" of
Unitil. The term "Change in Control" is defined in substantially the same
manner as in the Severance Agreements as defined below. All of the award
agreements entered into with participants in the Option Plan to date contain
such a "Change in Control" provision. Each award agreement also provides
that, upon the exercise of an option on or after a Change in Control, Unitil
shall pay to the optionee, within five business days, a lump sum cash amount
equal to the economic benefit of the optionee's outstanding options and
associated dividend equivalents that the optionee would have received had
the option remained unexercised until the day preceding the expiration of
the grant.
(2) Amounts listed in column (d) in the table above do not include
non-preferential dividend equivalents associated with options outstanding.
(3) Upon the exercise of any option by an employee and upon payment of the
option price for shares of Unitil Common Stock as to which the option was
granted (the "Primary Shares"), Unitil will cause to be delivered to such
employee (i) the Primary Shares and (ii) the number of shares of Unitil
Common Stock (the "Dividend Equivalent Shares") equal to the dollar amount
of dividends which would have been paid on the Primary Shares (and previously
accrued Dividend Equivalent Shares) had they been outstanding, divided by
the fair market value of Unitil Common Stock determined as of the record
date for each dividend.
Unitil maintains a tax-qualified defined benefit pension plan and
related trust agreement (the "Retirement Plan"), which provides retirement
annuities for eligible employees of Unitil and its subsidiaries. Since the
Retirement Plan is a defined benefit plan, no amounts were contributed or
accrued specifically for the benefit of any officer of Unitil under the
Retirement Plan. Directors of Unitil who are not and have not been officers
of Unitil or any of its subsidiaries are not eligible to participate in the
Retirement Plan.
The table below sets forth the estimated annual benefits (exclusive
of Social Security payments) payable to participants in the specified
compensation and years of service classifications, assuming continued active
service until retirement. The average annual earnings used to compute the
annual benefits are subject to a $150,000 limit.
PENSION PLAN TABLE
Average Annual Earnings Used for Computing Pension
ANNUAL PENSION
10 Years 20 Years 30 Years 40 Years
of Service of Service of Service of Service
100,000 20,000 40,000 50,000 55,000
125,000 25,000 50,000 62,500 68,750
150,000 30,000 60,000 75,000 82,500
The present formula for determining annual benefits under the
Retirement Plan's life annuity option is (i) 2% of average annual salary
(average annual salary during the five consecutive years out of the last
twenty years of employment that give the highest average salary) for each of
the first twenty years of benefit service, plus (ii) 1% of average annual
salary for each of the next ten years of benefit service and (iii) 1/2% of
average annual salary for each year of benefit service in excess of thirty,
minus (iv) 50% of age 65 annual Social Security benefit (as defined in the
Retirement Plan), and (v) any benefit under another Unitil retirement plan
of a former employer for which credit for service is given under the
Retirement Plan. A participant is eligible for early retirement at an
actuarially reduced pension upon the attainment of age 55 with at least 15
years of service with Unitil or one of its subsidiaries. A participant is
100% vested in his benefit under the Retirement Plan after 5 years of
service with Unitil or one of its subsidiaries. As of January 1, 1997,
Executive Officers Stulgis, Dalton, Siart, Daly and Gantz had 17, 29, 14, 8
and 13 credited years of service, respectively, under the Retirement Plan.
Unitil Service also maintains a Supplemental Executive Retirement Plan
("SERP"), a non-qualified defined benefit plan. SERP provides for
supplemental retirement benefits to executives selected by the Board of
Directors of Unitil Service (the "Unitil Service Board"). At the present
time, Messrs. Stulgis and Dalton are eligible for SERP benefits upon
attaining normal or early retirement eligibility. Annual benefits are based
on a participant's final average earnings less the participant's benefits
payable under the Retirement Plan, and less other retirement income payable
to such participant by Unitil. Early retirement benefits are available to a
participant, with the Unitil Service Board's approval, if the participant
has attained age 55 and completed 15 years of service. Should a participant
elect to begin receiving early retirement benefits under SERP prior to
attaining age 62, the benefits are reduced by 2% for each year that
commencement of benefits precedes attainment of age 62. If a participant
terminates employment for any reason prior to retirement, the participant
will not be entitled to any benefits. Under the SERP, Messrs. Stulgis and
Dalton would be entitled to receive an annual benefit of $206,346 and
$73,756, respectively, assuming their normal retirement at age 65 and that
their projected final average earnings are equal to the average of their
respective three consecutive years of highest compensation prior to the date
thereof.
(b) OWNERSHIP OF SECURITIES
NAME DIRECTOR OF SHARES OF UNITIL
COMMON STOCK
BENEFICIALLY OWNED (1)
Michael J. Dalton UNITIL, CECO, E&H, Service, Power,
URI, FG&E 60,005 (2)(3)(4)(8)
Joan D. Wheeler UNITIL 1,000
G. Arnold Haynes UNITIL, FG&E 3,444
Douglas K. MacDonald UNITIL, CECO 924
J. Parker Rice, Jr. UNITIL, FG&E 1,238
Peter J. Stulgis UNITIL, Service, Realty, Power,
URI 53,355 (2)(3)(4)(5)
Charles H. Tenney II (6) UNITIL 272,901 (2)(3)(4)(9)
Charles H. Tenney III (6) UNITIL 2,530
William W. Treat UNITIL, E&H 23,415 (10)
W. William VanderWolk, Jr. UNITIL, CECO 15,984 (7)
Franklin Wyman, Jr. UNITIL, FG&E 5,000
NOTES:
Except as otherwise noted, each of the persons named above has held his
present position (or another executive position with the same employer) for
more than the past five (5) years.
(1) Based on information furnished to Unitil by the nominees and
continuing Directors.
(2) Included are 3,639, 3,729 and 3,771 shares which are held in trust
for Messrs. Stulgis, Dalton and Tenney, respectively, under the terms of the
Unitil Tax Deferred Savings and Investment Plan ("401(k)"); they have voting
power only with respect to the shares credited to their accounts. For
further information regarding 401(k), see "Other Compensation Arrangements -
Tax-Qualified Savings and Investment Plan" below.
(3) Included are 41,132, 43,032 and 41,132 shares which Messrs. Stulgis,
Dalton and Tenney, respectively, have the right to purchase pursuant to the
exercise of options under the Key Employee Stock Option Plan. (See "Other
Compensation Arrangements").
(4) With the exception of Messrs. Stulgis, Dalton and Tenney, who own
shares totaling 1.20%, 1.35% and 6.15%, respectively, of the total
outstanding shares, no Director or officer owns more than one percent of the
total outstanding shares.
(5) Included are 7,742 shares held by Mr. Stulgis jointly with his wife
with whom he shares voting and investment power.
(6) Charles H. Tenney II is the father of Charles H. Tenney III.
(7) Included are 3,399 shares owned by a member of Mr. VanderWolk's
family; he has no voting or investment power with respect to, and no
beneficial interest in, such shares.
(8) Included are 13,193 shares held by Mr. Dalton jointly with his wife
with whom he shares voting and investment power. Included are 51 shares
held by Mr. Dalton as custodian for one of his children; he has voting and
investment power with respect to such shares.
(9) Included are 124,522 shares (2.81%) owned by two trusts of which Mr.
Tenney is Co-Trustee with shared voting and investment power; he has a 1/6
beneficial interest in both trusts and disclaims any beneficial ownership of
such shares other than such 1/6 beneficial interest.
(10) Included are 5,387 shares owned by three trusts of which Mr. Treat
is Trustee with voting and investment power; he has no beneficial interest
in such shares. Also included are 12,500 shares owned by one organization
in which Mr. Treat has shared voting and investment power and a 1/3
beneficial interest, and also 500 shares owned by a member of Mr. Treat's
family; he has no voting or investment power with respect to, and no
beneficial interest in, such shares.
(c) TRANSACTIONS WITH SYSTEM COMPANIES
In 1992, the Company entered into a Senior Advisory Agreement with
Charles H. Tenney II. This agreement provides that Mr. Tenney will be
compensated $105,000 per annum for his role as Chairman of the Executive
Committee of the Board of the Company, as well as for other advisory
services which he will provide. In consideration of this Agreement, Mr.
Tenney is waiving all Board-related fees and retainers that he is otherwise
entitled to receive as a Director of the Company.
(d) INDEBTEDNESS TO SYSTEM COMPANIES - None
(e) OTHER BENEFITS
Unitil and certain subsidiaries maintain severance agreements (the
"Severance Agreements") with certain management employees, including
Executive Officers. The Severance Agreements are intended to help assure
continuity in the management and operation of Unitil and its subsidiaries in
the event of a proposed "Change in Control". Each Severance Agreement only
becomes effective upon the occurrence of a Change in Control of Unitil as
defined in the Severance Agreements. If an employee's stipulated compensation
and benefits, position, responsibilities and other conditions of employment
are reduced during the thirty-six month period following a Change in Control,
the employee is entitled to a severance benefit.
The severance benefit is a lump sum cash amount equal to (i) the
present value of three years' base salary and bonus; (ii) the present value
of the additional amount the employee would have received under the
Retirement Plan if the employee had continued to be employed for such thirty-
six month period; (iii) the present value of contributions that would have
been made by Unitil or its subsidiaries under the 401(k) if the employee had
been employed for such thirty-six month period; and (iv) the economic
benefit on any outstanding Unitil stock options and associated dividend
equivalents, assuming such options remained unexercised until the day
preceding the expiration of the grant, including the spread on any stock
options that would have been granted under the Option Plan if the employee
had been employed for such thirty-six month period. Each Severance Agreement
also provides for the continuation of all employee benefits for a period of
thirty-six months, commencing with the month in which the termination
occurred. In addition, pursuant to each Severance Agreement, Unitil is
required to make an additional payment to the employee sufficient on an
after-tax basis to satisfy any additional individual tax liability incurred
under Section 280G of the Internal Revenue Code of 1986, as amended, in
respect to such payments.
(f) RIGHTS TO INDEMNITY
Unitil Corporation (the Corporation) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the person's having served as,
or by reason of the person's alleged acts or omissions while serving as a
director, officer, employee or agent of the Corporation, or while serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and amounts
paid in settlement or otherwise actually and reasonably incurred by him in
connection with the action, suit or proceeding, if the person acted in good
faith and in a manner he reasonable believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful,
said indemnification to be to the full extent permitted by law under the
circumstances, including, without limitation, by all applicable provisions
of the New Hampshire Business Corporation Act ("the Act").
Any indemnification under this Article shall be made by the
Corporation with respect to Directors or other persons after a determination
that the person to be indemnified has met the standards of conduct set forth
in the Act, such determination to be made by the Board of Directors, by
majority vote of a quorum, or by other persons authorized to make such a
determination under the Act.
The right of indemnification arising under this Article is adopted
for the purpose of inducing persons to serve and to continue to serve the
Corporation without concern that their service may expose them to personal
financial harm. It shall be broadly construed, applied and implemented in
light of this purpose. It shall not be exclusive of any other right to
which any such person is entitled under any agreement, vote of the
stockholders or the Board of Directors, statute, or as a matter of law, or
otherwise, nor shall it be construed to limit or confine in any respect the
power of the Board of Directors to grant indemnity pursuant to any
applicable statutes or laws of The State of New Hampshire. The provisions
of this Article are separable, and, if any provision or portion hereof shall
for any reason be held inapplicable, illegal or ineffective, this shall not
affect any other right of indemnification existing under this Article or
otherwise. As used herein, the term "person: includes heirs, executors,
administrators or other legal representatives. As used herein, the terms
"Director" and "officer" include persons elected or appointed as officers
by the Board of Directors, persons elected as Directors by the stockholders
or by the Board of Directors, and persons who serve by vote or at the request
of the Corporation as directors, officers or trustees of another
organization in which the Corporation has any direct or indirect interest as
a shareholder, creditor or otherwise.
The Corporation may purchase and maintain insurance on behalf of any
person who was or is a Director, officer or employee of the Corporation or
any of its subsidiaries, or who was or is serving at the request of the
Corporation as a fiduciary of any employee benefit plan of the Corporation
or any subsidiary, against any liability asserted against, and incurred by,
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of the Act. The
obligation to indemnify and reimburse such person under this Article, if
applicable, shall be reduced by the amount of any such insurance proceeds
paid to such person, or the representatives or successors of such person.
ITEM 7
CONTRIBUTIONS AND PUBLIC RELATIONS
Part I. Payments to any political party, candidate for public office or
holder of such office, or any committee or agent thereof. - None
Part II. Payments to any citizens group or public relations counsel. - None
ITEM 8
SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Contracts for services, including engineering or construction
services, or goods supplied or sold between system companies.
There are a number of areas in which Concord Electric Company (CECo),
Exeter & Hampton Electric Company (E&H) and Fitchburg Gas and Electric Light
Company (FG&E) work closely together and cooperate on a regular basis. The
areas of cooperation include the following:
CECo and E&H have jointly shared a Mobile Substation at cost for many
years. Under an Agreement originally made in 1964, CECo and E&H have
obtained the benefits of an emergency mobile substation at a cost far below
that which each company would have incurred without the sharing agreement.
During emergencies and other occasional situations, FG&E, CECo and E&H share
line crews at cost.
FG&E, CECo and E&H occasionally exchange materials and supplies, a
practice which assists substantially in the companies' maintenance of cost-
effective inventory and stock levels.
FG&E, CECo and E&H, with the support and coordination provided by
Unitil Service Corp., participate in joint purchasing and sharing of computer
software and supplies, a practice which benefits all of the companies.
Part II. Contracts to purchase services or goods between any System company
and (1) any affiliate company (other than a System company) or (2)
any other company in which any officer or director of the System
company, receiving service under the contract, is a partner or
owns 5 percent or more of any class of equity securities. - None
Part III. The Company does not employ any other person or persons for the
performance of management, supervisory or financial advisory
services.
ITEM 9
WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I. None
Part II. None
Part III. None
ITEM 10
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS Page No.
Consolidating Income Statement 18-19
Consolidating Balance Sheet
Assets 20-21
Capitalization and Liabilities 22-23
Consolidating Statement of Cash Flows 24-25
Consolidating Statement of Retained Earnings 26-27
EXHIBITS
Exhibit A 28
Exhibit B 28
Exhibit C 30
Exhibit D 32
Exhibit E 39
Exhibit F 39
Exhibit G 41
Exhibit H 46
Exhibit I 46
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
Consolidated Eliminations Concord Exeter & FG&E
Electric Hampton Consolidated
Company Electric
Co.
Operating Revenues:
Electric 149,696,296 (72,727,967) 45,187,772 48,498,665 50,405,298
Gas 21,104,498 0 0 0 21,104,498
Other 45,427 (10,738,120) 0 0 0
Total Operating
Revenue 170,846,221 (83,466,087) 45,187,772 48,498,665 71,509,796
Operating Expenses:
Fuel and
Purchased Power 92,795,828 (72,635,270) 34,800,717 37,756,731 24,263,344
Gas Purchased
For Resale 13,322,853 0 0 0 13,322,853
Operating and
Maintenance 32,082,428 (10,830,817) 4,693,219 4,675,795 13,808,022
Depreciation 6,953,720 0 1,343,674 1,721,772 3,210,755
Amortization
of Cost of
Abandoned Property 1,822,533 0 0 0 1,822,533
Provisions for
Taxes:
Local Property
and Other 4,983,229 0 1,630,683 1,268,203 1,651,045
Federal and State
Income 4,650,613 0 355,135 423,408 3,664,606
Total Operating
Expenses 156,611,204 (83,466,087) 42,823,428 45,845,909 61,743,158
Operating Income 14,235,017 0 2,364,344 2,652,756 9,766,638
Non-operating
Expenses (701,718) 6,186,636 3,878 99,262 (22,645)
Income Before
Interest Expense 14,936,735 (6,186,636) 2,360,466 2,553,494 9,789,283
Interest Expense,
Net 6,207,692 (440,121) 1,429,587 1,549,257 3,315,713
Net Income 8,729,043 (5,746,515) 930,879 1,004,237 6,473,570
Less Dividends on
Preferred Stock 277,758 0 32,205 78,251 167,302
Net Income
Applicable to
Common Stock 8,451,285 (5,746,515) 898,674 925,986 6,306,268
Average Common
Shares
Outstanding 4,354,297
Earnings Per
Average Common
Share $1.94
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
Unitil Unitil Unitil Unitil Unitil
Service Power Realty Resources Corporation
Corp. Corp. Corp. Inc.
Operating Revenues:
Electric 0 78,180,028 0 152,500 0
Gas 0 0 0 0 0
Other 10,399,118 0 369,002 15,427 0
Total Operating
Revenue 10,399,118 78,180,028 369,002 167,927 0
Operating Expenses:
Fuel and
Purchased Power 0 68,409,397 0 200,909 0
Gas Purchased
For Resale 0 0 0 0 0
Operating and
Maintenance 9,311,511 9,773,803 40,744 449,543 160,609
Depreciation 571,477 0 106,042 0 0
Amortization of
Cost of
Abandoned
Property 0 0 0 0 0
Provisions for
Taxes:
Local Property
and Other 367,745 0 65,553 0 0
Federal and
State Income 9,995 21,978 285,236 (180,101) 70,356
Total Operating
Expenses 10,260,728 78,205,178 497,575 470,351 230,965
Operating Income 138,390 (25,150) (128,573) (302,424) (230,965)
Non-operating
Expenses (6,941) (90,087) (773,612) (14,438)(6,083,771)
Income Before
Interest Expense 145,331 64,937 645,039 (287,986) 5,852,806
Interest Expense,
Net 145,331 24,758 181,580 591 996
Net Income 0 40,179 463,459 (288,577) 5,851,810
Less Dividends
on Preferred
Stock 0 0 0 0 0
Net Income
Applicable to
Common Stock 0 40,179 463,459 (288,577) 5,851,810
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Consolidated Eliminations Concord Exeter & FG&E
Electric Hampton Consolidated
Company Electric
Co.
ASSETS:
Utility Plant,
at cost:
Electric 157,874,414 0 40,064,595 49,257,269 68,552,549
Gas 28,729,277 0 0 0 28,729,277
Common 18,779,677 0 0 0 5,506,237
Construction
Work in Process 2,161,114 0 308,220 614,798 1,238,096
Utility Plant 207,544,482 0 40,372,815 49,872,067 104,026,159
Less: Accumulated
Provision for
Depreciation 63,743,030 0 11,690,881 17,557,572 33,350,352
Net Utility
Plant 143,801,452 0 28,681,934 32,314,495 70,675,807
Other Property
& Investments 42,448 (44,235,506) 23,827 507 18,114
Current Assets:
Cash 2,902,842 (4,624,086) 254,801 262,826 563,433
Accounts
Receivable,
net of Provision
for Doubtful
Accounts 16,383,323 0 4,594,979 4,128,270 7,581,524
Accounts
Receivable -
Associated
Companies 0 (11,176,634) 108,689 126,260 28,947
Materials and
Supplies 2,478,932 0 387,203 372,894 1,718,835
Prepayments 8,030,461 0 1,718,786 2,539,924 3,690,734
Accrued
Revenue 8,859,187 0 136,938 78,220 3,816,405
Total Current
Assets 38,654,745 (15,800,720) 7,201,396 7,508,394 17,399,878
Deferred Assets:
Debt Issuance
Costs 828,689 0 273,500 205,538 349,651
Cost of
Abandoned
Properties 25,432,258 0 0 0 25,432,258
Prepaid
Pension Costs 0 0 0 0 0
Other Deferred
Assets 23,594,289 0 3,596,819 3,915,546 15,347,304
Total Deferred
Assets 49,855,236 0 3,870,319 4,121,084 41,129,213
TOTAL 232,353,881 (60,036,226) 39,777,476 43,944,480 129,223,012
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Unitil Unitil Unitil Unitil Unitil
Service Power Realty Resources Corporation
Corp. Corp. Corp. Inc.
ASSETS:
Utility Plant,
at cost:
Electric 0 0 0 0 0
Gas 0 0 0 0 0
Common 3,768,171 0 9,505,269 0 0
Construction
Work in Process 0 0 0 0 0
Utility Plant 3,768,171 0 9,505,269 0 0
Less: Accumulated
Provision for
Depreciation 1,016,750 0 127,473 0 0
Net Utility
Plant 2,751,421 0 9,377,796 0 0
Other Property
& Investments 0 0 0 0 44,235,505
Current Assets:
Cash 241,982 0 0 2,491 6,201,395
Accounts
Receivable,
net of
Provision
for Doubtful
Accounts 125 6,821 0 71,604 0
Accounts
Receivable -
Associated
Companies 1,481,480 6,485,334 113,936 0 2,831,988
Materials
and Supplies 0 0 0 0 0
Prepayments 20,826 10,362 1,130 0 48,700
Accrued
Revenue 0 4,788,002 0 39,623 0
Total
Current
Assets 1,744,413 11,290,519 115,066 113,718 9,082,083
Deferred Assets:
Debt Issuance
Costs 0 0 0 0 0
Cost of
Abandoned
Properties 0 0 0 0 0
Prepaid
Pension Costs 0 0 0 0 0
Other Deferred
Assets 605,115 126,562 2,943 0 0
Total
Deferred
Assets 605,115 126,562 2,943 0 0
TOTAL 5,100,949 11,417,081 9,495,805 113,718 53,317,588
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Consolidated Eliminations Concord Exeter & FG&E
Electric Hampton Consolidated
Company Electric
Co.
CAPITALIZATION:
Common Stock
Equity 67,974,261 (44,235,506) 10,103,622 11,305,563 35,882,855
Preferred Stock:
Non-Redeemable
Non-Cumulative 225,000 0 225,000 0 0
Redeemable,
Cumulative 3,665,900 0 215,000 1,009,300 2,441,600
Long-Term Debt,
Less Current
Portion 60,949,000 0 12,752,000 14,197,000 34,000,000
Total
Capitalization 132,814,161 (44,235,506) 23,295,622 26,511,863 72,324,455
Capitalized
Leases, Less
Current Portion 3,592,457 0 0 0 2,629,745
Current
Liabilities:
Long-Term Debt,
Current Portion 1,262,000 0 650,000 612,000 0
Short-Term Debt 21,400,000 (4,651,569) 4,384,288 3,422,669 8,508,697
Accounts Payable 15,103,925 0 195,847 289,870 5,107,323
A/P -
Associated
Companies 0 (9,739,969) 3,263,029 3,639,503 849,558
Dividends
Declared and
Payable 191,246 (1,436,665) 209,632 234,037 1,061,992
Refundable
Customer
Deposits 1,585,116 0 298,275 818,749 429,992
Taxes Accrued (147,938) 27,688 (38,033) (45,547) 533,401
Interest
Accrued 1,484,166 (205) 450,652 534,579 498,396
Capitalized
Leases,
Current
Portion 2,081,310 0 0 0 295,390
Accrued and
Other Current
Liabilities 2,246,218 0 172,665 202,948 354,625
Total
Current
Liabilities 45,206,043 (15,800,720) 9,586,355 9,708,808 17,639,374
Deferred
Liabilities:
Investment
Tax Credits 1,610,117 0 355,050 337,031 918,036
Other
Deferred
Liabilities 8,488,593 0 1,510,744 1,021,804 5,956,044
Total
Deferred
Liabilities 10,098,710 0 1,865,794 1,358,835 6,874,080
Deferred
Income Taxes 40,642,510 0 5,029,705 6,364,974 29,755,358
Total
Liabilities and
Capitalization 232,353,881 (60,036,226) 39,777,476 43,944,480 129,223,012
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Unitil Unitil Unitil Unitil Unitil
Service Power Realty Resources Corporation
Corp. Corp. Corp. Inc.
CAPITALIZATION:
Common Stock Equity 2,688 362,631 1,157,573 55,119 53,339,716
Preferred Stock:
Non-Redeemable,
Non-Cumulative 0 0 0 0 0
Redeemable,
Cumulative 0 0 0 0 0
Long-Term Debt,
Less Current
Portion 0 0 0 0 0
Total
Capitalization 2,688 362,631 1,157,573 55,119 53,339,716
Capitalized
Leases, Less
Current Portion 962,712 0 0 0 0
Current
Liabilities:
Long-Term Debt,
Current Portion 0 0 0 0 0
Short-Term Debt 449,801 1,006,278 8,279,837 0 0
Accounts Payable 637,248 8,701,787 116,577 8 55,265
A/P - Associated
Companies 1,306,915 569,670 7,342 102,797 1,155
Dividends
Declared and
Payable 0 0 0 0 122,251
Refundable
Customer
Deposits 0 38,100 0 0 0
Taxes Accrued 6,164 (2,401) (248,608) (179,804) (200,799)
Interest
Accrued 0 744 0 0 0
Capitalized
Leases,
Current
Portion 1,785,920 0 0 0 0
Accrued and
Other
Current
Liabilities 616,692 740,272 22,458 136,560 0
Total Current
Liabilities 4,802,740 11,054,450 8,177,606 59,561 (22,128)
Deferred
Liabilities:
Investment
Tax Credits 0 0 0 0 0
Other
Deferred
Liabilities 0 0 0 0 0
Total
Deferred
Liabilities 0 0 0 0 0
Deferred
Income Taxes (667,191) 0 160,626 (962) 0
Total
Liabilities
and
Capitalization 5,100,949 11,417,081 9,495,805 113,718 53,317,588
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Consolidated Eliminations Concord Exeter & FG&E
Electric Hampton Consolidated
Company Electric
Co.
Cash Flows From
Operating
Activities:
Net Income 8,729,043 (5,746,515) 930,879 1,004,237 6,473,570
Adjustments to
Reconcile Net
Income to Net
Cash Provided
by Operating
Activities:
Depreciation and
Amortization 8,748,216 0 1,343,674 1,721,772 5,005,251
Deferred Taxes 457,713 0 179,744 180,372 (16,293)
Amortization of
Investment Tax
Credit (193,704) 0 (42,508) (40,728) (110,467)
Amortization of
Debt Issuance
Costs 56,571 0 26,644 10,648 19,280
Provision for
Doubtful Accounts 911,628 0 130,541 61,237 717,350
Changes in Assets
and Liabilities:
(Increase) Decrease
in:
Accounts
Receivable (2,363,251) 1,263,426 (874,184) (434,629) (1,450,901)
Materials and
Supplies (203,067) 0 (86,161) (122,980) 6,075
Prepayments and
Prepaid Pension (746,486) 0 (221,518) (313,140) (201,512)
Accrued Revenue (6,281,473) 0 806,189 1,002,169 (2,668,976)
Increase (Decrease)
in:
Accounts Payable 538,850 (1,190,912) 524,816 (151,859) 627,854
Refundable
Customer Deposits (652,735) 0 (18,248) (86,886) (585,702)
Taxes and Interest
Accrued (306,244) 27,483 (45,253) (30,037) 405,104
Other, Net (2,248,467) 0 105,903 214,510 (1,683,267)
Net Cash provided
by Operating
Activities 6,446,594 (5,646,518) 2,760,518 3,014,686 6,537,366
Cash Flows From
Investing
Activities:
Acquisition of
Property, Plant,
Equipment (20,809,549) 0 (2,853,644) (3,166,393) (6,798,694)
Net Cash Used in
Investing
Activities (20,809,549) 0 (2,853,644) (3,166,393) (6,798,694)
Cash Flows From
Financing
Activities:
Proceeds From
(Repayment of)
Short-Term Debt 18,700,000 3,349,648 1,617,485 1,794,129 4,978,358
Repayment of
Long-Term Debt (1,294,000) 0 (682,000) (612,000) 0
Dividends Paid (5,997,348) 5,674,001 (787,104) (977,289) (4,189,171)
Issuance of
Common Stock 1,368,226 0 0 0 0
Retirement of
Preferred Stock (108,000) 0 0 (7,000) (101,000)
Capital Lease
Obligations 1,198,988 0 0 0 (302,840)
Net Cash Used in
Financing
Activities 13,867,866 9,023,649 148,381 197,840 385,347
Net Increase
(Decrease) in
Cash (495,089) 3,377,131 55,255 46,133 124,019
Cash at
Beginning of Year 3,397,931 (8,001,217) 199,546 216,693 439,414
Cash at End
of Year 2,902,842 (4,624,086) 254,801 262,826 563,433
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Unitil Unitil Unitil Unitil Unitil
Service Power Realty Resources Corporation
Corp. Corp. Corp. Inc.
Cash Flows From
Operating
Activities:
Net Income 0 40,180 463,459 (288,577) 5,851,810
Adjustments to
Reconcile Net
Income to Net
Cash Provided
by Operating
Activities:
Depreciation
and Amortization 571,476 0 106,042 0 0
Deferred Taxes (113,089) 0 227,941 (962) 0
Amortization of
Investment Tax
Credit 0 0 0 0 0
Amortization of
Debt Issuance
Costs 0 0 0 0 0
Provision for
Doubtful Accounts 0 0 0 2,500 0
Changes in Assets
and Liabilities:
(Increase) Decrease
in:
Accounts
Receivable (8,431) (382,733) (113,936) (73,846) (288,018)
Materials and
Supplies 0 0 0 0 0
Prepayments and
Prepaid Pension (7,837) (534) (744) 0 (1,200)
Accrued Revenue 0 (5,385,413) 0 (35,441) 0
Increase (Decrease)
in:
Accounts Payable 883,711 187,691 (399,514) 51,943 5,120
Refundable
Customer Deposits 0 38,100 0 0 0
Taxes and
Interest Accrued (10,777) (1,354) (239,636) (188,967) (222,808)
Other, Net (386,632) (468,257) (154,786) 124,060 0
Net Cash provided
by Operating
Activities 928,421 (5,972,320) (111,174) (409,290) 5,344,904
Cash Flows From
Investing
Activities:
Acquisition of
Property, Plant,
Equipment (2,055,336) 69,499 (6,004,980) 0 0
Net Cash Used in
Investing
Activities (2,055,336) 69,499 (6,004,980) 0 0
Cash Flows From
Financing
Activities:
Proceeds From
(Repayment of)
Short-Term
Debt (162,051) 1,006,277 6,116,154 0 0
Repayment of
Long-Term Debt 0 0 0 0 0
Dividends Paid 0 0 0 0 (5,717,785)
Issuance of
Common Stock 0 0 0 0 1,368,226
Retirement of
Preferred Stock 0 0 0 0 0
Capital Lease
Obligations 1,501,828 0 0 0 0
Net Cash Used
in Financing
Activities 1,339,777 1,006,277 6,116,154 0 (4,349,559)
Net Increase
(Decrease) in
Cash 212,862 (4,896,544) 0 (409,290) 995,345
Cash at Beginning
of Year 29,120 4,896,544 0 411,781 5,206,050
Cash at End
of Year 241,982 0 0 2,491 6,201,395
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
Consolidated Eliminations Concord Exeter & FG&E
Electric Hampton Consolidated
Company Electric
Co.
Retained Earnings,
Beginning of Year 29,772,939 (17,714,418) 8,565,542 9,352,653 12,593,640
Additions:
Net Income,
Excluding
Dividends
Received 8,729,043 0 930,879 1,004,237 6,473,570
Dividends
Received
From
Subsidiaries 0 (5,746,514) 0 0 0
Total Additions 8,729,043 (5,746,514) 930,879 1,004,237 6,473,570
Deductions:
Dividends Declared:
Preferred Stock
of Subsidiaries 277,758 0 32,205 78,251 167,302
Common Stock of
Subsidiaries 0 (5,746,514) 787,835 863,850 4,094,829
Common Stock of
Registrant 5,740,039 0 0 0 0
Adjustments to
Retained Earnings 0 (1,723) 0 38 1,685
Total Deductions 6,017,797 (5,748,237) 820,040 942,139 4,263,816
Retained Earnings,
End of Year 32,484,185 (17,712,695) 8,676,381 9,414,751 14,803,394
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
Unitil Unitil Unitil Unitil Unitil
Service Power Realty Resources Corporation
Corp. Corp. Corp. Inc.
Retained Earnings,
Beginning of Year 1,688 221,451 368,115 333,696 16,050,572
Additions:
Net Income, Excluding
Dividends Received 0 40,180 463,458 (288,577) 105,296
Dividends Received
From Subsidiaries 0 0 0 0 5,746,514
Total Additions 0 40,180 463,458 (288,577) 5,851,810
Deductions:
Dividends Declared:
Preferred Stock of
Subsidiaries 0 0 0 0 0
Common Stock of
Subsidiaries 0 0 0 0 0
Common Stock of
Registrant 0 0 0 0 5,740,039
Adjustments to
Retained Earnings 0 0 0 0 0
Total Deductions 0 0 0 0 5,740,039
Retained Earnings,
End of Year 1,688 261,631 831,573 45,119 16,162,343
Note : Individual columns may not add to Consolidated due to rounding.
EXHIBITS
Exhibit A. A copy of Unitil Corporation's Annual Report and Form 10-K
for the year ended December 31, 1996 (Incorporated herein by
reference to File No. 1-8858 and File No. 1-7536,
respectively)
Exhibit B.
Exhibit No. Description of Exhibit Reference
B-1 Unitil Corporation
B -1(a) Certificate of Incorporation Exhibit B-1(a)
Form U5B
File No. 30 - 1
B-1(b) Amendment to Certificate of Incorporation Exhibit B-1(b)
Form U5B
File No. 30 - 1
B-1(c) Articles of Incorporation Exhibit B-1(c)
Form U5B
File No. 30 - 1
B-1(d) Articles of Amendment to Articles of Exhibit B-1(d)
Incorporation Form U5B
File No. 30 - 1
B-1(e) By - Laws Exhibit B-1(e)
Form U5B
File No. 30 - 1
B-2 Concord Electric Company
B-2(a) Charter (Articles of Association) and Exhibit B-2(a)
Amendments thereto Form U5B
File No. 30 - 1
B-2(b) By - Laws Exhibit B-2(b)
Form U5B
File No. 30 - 1
B-3 Exeter & Hampton Electric Company
B-3(a) Charter (Articles of Association) and Exhibit B-3(a)
Amendments thereto Form U5B
File No. 30 - 1
B-3(b) By - Laws Exhibit B-3(b)
Form U5B
File No. 30 - 1
B-4 Fitchburg Gas and Electric Light Company
B-4(a) Articles of Incorporation and Amendments Exhibit B-4(a)
thereto Form U5B
File No. 30 - 1
B-4(b) By - Laws Exhibit B-4(b)
Form U5B
File No. 30 - 1
B-5 Fitchburg Energy Development Company
B-5(a) Certificate of Incorporation Exhibit B-5(a)
Form U5B
File No. 30 - 1
B-5(b) By - Laws Exhibit B-5(b)
Form U5B
File No. 30 - 1
B-6 Unitil Power Corp.
B-6(a) Certificate of Incorporation Exhibit B-6(a)
Form U5B
File No. 30 - 1
B-6(b) Articles of Incorporation Exhibit B-6(b)
Form U5B
File No. 1-
B-6(c) Statement of Change of Registered Office Exhibit B-6(c)
Form U5B
File No. 30 - 1
B-6(d) By - Laws Exhibit B-6(d)
Form U5B
File No. 30 - 1
B-7 Unitil Realty Corp.
B-7(a) Certificate of Incorporation Exhibit B-7(a)
Form U5B
File No. 30 - 1
B-7(b) Articles of Incorporation Exhibit B-7(b)
Form U5B
File No. 30 - 1
B-7(c) By - Laws Exhibit B-7(c)
Form U5B
File No. 30 - 1
B-8 Unitil Service Corp.
B-8(a) Certificate of Incorporation Exhibit B-8(a)
Form U5B
File No. 30 - 1
B-8(b) Articles of Incorporation Exhibit B-8(b)
Form U5B
File No. 30 - 1
B-8(c) By - Laws Exhibit B-8(c)
Form U5B
File No. 30 - 1
B-9 Unitil Resources, Inc.
B-9(a) Certificate of Incorporation Exhibit B-9(a)
1993 Form U5S
File No. 30 - 1
B-9(b) Articles of Incorporation and Exhibit B-9(b)
Addendum to Articles of Incorporation 1993 Form U5S
File No. 30 - 1
B-9(c) By - Laws Exhibit B-9(c)
1993 Form U5S
File No. 30 - 1
Exhibit C
(a) INDENTURES
Exhibit No. Description of Exhibit Reference
C-1 Indenture of Mortgage and Deed of Trust dated Exhibit C-1
July 15, 1958 of Concord Electric Company (CECO) Form U5B
relating to First Mortgage Bonds, and relating to File No. 30 - 1
all series unless supplemented.
C-2 First Supplemental Indenture dated January 15, 1968 Exhibit C-2
relating to CECO's First Mortgage Bonds, Series C, Form U5B
6 3/4% due January 15 1998 and all additional series File No. 30 - 1
unless supplemented.
C-3 Second Supplemental Indenture dated November 15, 1971 Exhibit C-3
relating to CECO's First Mortgage Bonds, Series D, Form U5B
8.70% due November 15, 2001 and all prior and File No. 30 - 1
additional series unless supplemented.
C-4 Fourth Supplemental Indenture dated March 28, 1984 Exhibit C-4
relating to CECO's First Mortgage Bonds, amending Form U5B
certain provisions of the Original Indenture as File No. 30 - 1
supplemented and all additional series unless
supplemented.
C-5 Sixth Supplemental Indenture dated October 29, 1987 Exhibit C-5
relating to CECO's First Mortgage Bonds, Series G, Form U5B
9.85% due October 15, 1997 and all additional series File No. 30 - 1
unless supplemented.
C-6 Seventh Supplemental Indenture dated August 29, 1991 Exhibit C-6
relating to CECO's First Mortgage Bonds, Series H, Form U5B
9.43% due September 1, 2003 and all series unless File No. 30 - 1
supplemented.
C-7 Eighth Supplemental Indenture dated October 14, 1994 Exhibit 4.8
relating to CECO's First Mortgage Bonds, Series I, 1994 Form 10-K
8.49% due October 14, 2024 and all additional series File No. 1-8858
unless supplemented.
C-8 Indenture of Mortgage and Deed of Trust dated Exhibit C-7
December 1, 1952 of Exeter & Hampton Electric Company Form U5B
(E&H) relating to all series unless supplemented. File No. 30 - 1
C-9 Third Supplemental Indenture dated June 1, 1964 Exhibit C-8
relating to E&H's First Mortgage Bonds, Series D, Form U5B
4 3/4% due June 1, 1994 and all additional series File No. 30 - 1
unless supplemented.
C-10 Fourth Supplemental Indenture dated January 15, 1968 Exhibit C-9
relating to E&H's First Mortgage Bonds, Series E, Form U5B
6 3/4% due January 15, 1998 and all additional series File No. 30 - 1
unless supplemented.
C-11 Fifth Supplemental Indenture dated November 15, 1971 Exhibit C-10
relating to E&H's First Mortgage Bonds, Series F, Form U5B
8.70% due November 15, 2001 and all additional series File No. 30 - 1
unless supplemented.
C-12 Sixth Supplemental Indenture dated April 1, 1974 Exhibit C-11
relating to E&H's First Mortgage Bonds, Series G, Form U5B
8 7/8% due April 1, 2004 and all additional series File No. 30 - 1
unless supplemented.
C-13 Seventh Supplemental Indenture dated December 15, 1977 Exhibit C-12
relating to E&H's First Mortgage Bonds, Series H, Form U5B
8.50% due December 15, 2002 and all additional series File No. 30 - 1
unless supplemented.
C-14 Eighth Supplemental Indenture dated October 28, 1987 Exhibit C-13
relating to E&H's First Mortgage Bonds, Series I, Form U5B
9.85% due October 15, 1997 and all additional series File No. 30 - 1
unless supplemented.
C-15 Ninth Supplemental Indenture dated August 29, 1991 Exhibit C-14
relating to E&H's First Mortgage Bonds, Series J, Form U5B
9.43% due September 1, 2003 and all additional series File No. 30 - 1
unless supplemented.
C-16 Tenth Supplemental Indenture dated October 14, 1994 Exhibit 4.17
relating to E&H's First Mortgage Bonds, Series K, 1994 Form 10-K
8.49% due October 14, 2024 and all additional series File No. 1-8858
unless supplemented.
C-17 Purchase Agreement dated March 20, 1992 for the 8.55% Exhibit C-20
Senior Note due March 31, 2004. Form U5B
File No. 30 - 1
C-18 Loan Agreement dated October 24, 1988 with ComPlan, Inc.Exhibit C-21
in connection with UNITIL Realty Corp. (Realty) Form U5B
borrowing to acquire and renovate facilities in Exeter, File No. 30 - 1
New Hampshire; and related Assignment and Consent
Agreement between Realty, ComPlan, Inc. and the tenants,
UNITIL Service Corp. and E&H.
C-19 Purchase Agreement dated November 30, 1993 for the Exhibit 4.18
6.75% Notes due November 30, 2023. 1993 Form 10-K
File No. 1-8858
Exhibit D Tax Allocation Agreement
AGREEMENT made as of September 10, 1985, among Concord Electric
Company, a New Hampshire corporation, Exeter & Hampton Electric Company, a
New Hampshire corporation, UNITIL Service Corp., a New Hampshire
corporation, and UNITIL Power Corp., a New Hampshire corporation, and
UNITIL Corporation ('UNITIL"), a New Hampshire corporation, ("AFFILIATE"
companies or collectively, the "AFFILIATES"). Whenever it is intended to
include UNITIL in the context of the affiliated group, the term "CONSOLIDATED
AFFILIATE" or "CONSOLIDATED AFFILIATES" may be used, and when reference is to
the affiliated group as a collective tax paying unit the term "Group" may be
used.
WHEREAS, UNITIL owns at least 80 percent of the issued and
outstanding shares of each class of voting common stock of each of the
AFFILIATES: each of the CONSOLIDATED AFFILIATES is a member of the affiliated
group within the meaning of section 1504 of the Internal Revenue Code of
1954, as amended (the "Code"), of which UNITIL is the common parent
corporation; and UNITIL proposes to include each of the AFFILIATES in filing
a consolidated income tax return for the calendar year 1985;
NOW, THEREFORE, UNITIL and the AFFILIATES agree as follows:
1. Consolidated Return Election. If at any time and from time to time
UNITIL so elects, each of the AFFILIATES will join in the filing of a
consolidated Federal income tax return for the calendar year 1985 and for
any subsequent period for which the Group is required of permitted to file
such a return. UNITIL and its affiliates agree to file such consents,
elections and other documents and to take such other action as may be
necessary or appropriate to carry out the purposes of this Section 1. Any
period for which any of the AFFILIATES is included in a consolidated Federal
income tax return filed by UNITIL is referred to in the Agreement as a
"Consolidated Return Year".
2. AFFILIATES' Liability to UNITIL for Consolidated Return Year. Prior
to the filing of each consolidated return by UNITIL each of the AFFILIATES
included therein shall pay to UNITIL the amount, if any, on the Federal
income tax for which the AFFILIATES would have been liable for that year,
computed in accordance with Treasury Regulations, section 1.1552-1(a)(2)(ii)
as though that AFFILIATE had filed a separate return for such year, giving
the effect to any net operating loss carryovers, capital loss carryovers,
investment tax credit carryovers, foreign tax carryovers or other similar
items, incurred by that AFFILIATE for any period ending on or before the
date of this Agreement.
The foregoing allocation of Federal income tax liability is being
made in accordance with Treasury Regulations, sections 1.1552-1(a)(2) and
1.1502-33(d)(2)(ii), and no amount shall be allocated to any CONSOLIDATED
AFFILIATE in excess of the amount permitted under Treasure Regulations,
section 1.1502-33(d)(2)(ii). Accordingly, after taking into account the
allocable portion of the Group's Federal income tax liability, no amount
shall be allocated to any CONSOLIDATED AFFILIATE in excess of the amount
permitted in accordance with Treasury Regulations, section 1.1502-33(d)(2)
(ii).
3. UNITIL Liability to Each Affiliate for Consolidated Return Year. If
for any Consolidated Return Year, any AFFILIATE included in the consolidated
return filed by UNITIL for such year has available a net operating loss,
capital loss, foreign tax credit, investment tax credit or similar items
(computed by taking into account carryovers of such items from periods
ending on or before the date of this Agreement) that reduces the consolidated
tax liability of the Group below the amount that would have been payable if
that AFFILIATE did not have such item available, UNITIL shall pay the amount
of the reduction attributable to such AFFILIATE prior to the filing of the
consolidated return for such year.
The amount of the reduction shall be equal to a portion of the excess
of (i) the total of the separate return tax liabilities of each of the
CONSOLIDATED AFFILIATES computed in accordance with Section 2 of this
Agreement, over (ii) the Federal income tax liability of the Group for the
year. The portion of such reduction attributable to an AFFILIATE shall be
computed by multiplying the total reduction by a fraction, the numerator of
which is the value of the tax benefits contributed by the AFFILIATE to the
Group and the denominator of which is the value of the total value of such
benefits contributed by all CONSOLIDATED AFFILIATES during the year.
For purposes of the foregoing paragraph a deduction of credit
generated by a CONSOLIDATED AFFILIATE which is in excess of the amount
required to eliminate its separate tax return liability but which is
utilized in the computation of the Federal income tax liability of the Group
shall be deemed to be a tax benefit contributed by the CONSOLIDATED
AFFILIATE to the Group. The value of a deduction which constitutes such a
benefit shall be determined by applying the current corporate income tax
rate, presently 46 percent, to the amount for the deduction. The value of a
credit that constitutes such a benefit shall be the tax savings, currently
100 percent thereof. The value of capital losses used to offset capital
gains shall be computed at the then current rate appliable to capital gains
for corporations.
4. Payment of Estimated Taxes. Prior to the paying and filing of
estimated consolidated tax declaration by UNITIL, each of the AFFILIATES
included in such estimated tax declaration shall pay to UNITIL the amount,
if any, of the estimated Federal income tax for which the AFFILIATE would
have been liable for that year, computed as though that AFFILIATE had filed
a separate estimated tax declaration for such year.
5. Tax Adjustments. In the event of any adjustments to the
consolidated tax return as filed (by reason of an amended return, a claim
for refund of an audit by the Internal Revenue Service), the liability, if
any, of each of the AFFILIATES under Sections 2, 3, and 4 shall be
redetermined to give effect to any such adjustment as if it had been made as
part of the original computation of tax liability, and payments between
UNITIL and the appropriate AFFILIATES shall be made within 120 days after
any such payments are made or refunds are received, or, in the case of
contested proceedings, within 120 days after a final determination of the
contest.
Interest and penalties, if any, attributable to such an adjustment
shall be paid by each AFFILIATE to UNITIL in proportion to the increase in
such AFFILIATE'S separate return tax liability that is required to be paid
to UNITIL, as computed under Section 2.
6. Subsidiaries of Affiliates. If at any time, any of the AFFILIATES
acquire or creates one or more subsidiary corporations that are includable
corporations of the Group, they shall be subject to this Agreement and all
references to the AFFILIATES herein shall be interpreted to include such
subsidiaries as a group.
7. Successors. This Agreement shall be binding on and inure to the
benefit of any successor, by merger, acquisition of assets or otherwise, to
any of the parties hereto (including but not limited to any successor of
UNITIL or any of the AFFILIATES succeeding to the tax attributes of such
corporation under Section 381 of the Code) to the same extent as if such
successor had been an original party to this Agreement.
8. Affiliates' Liability for Separate Return Years. If any of the
AFFILIATES leaves the Group and files separate Federal income tax returns,
within 120 days of the end of each of the first fifteen taxable years for
which it files such returns, it shall pay to UNITIL the excess, if any, of
(A) Federal income tax that such AFFILIATE would have paid for such year (on
a separate return basis giving the effect to its net operating loss
carryovers) if it never had been a member of the Group, over (B) the amount
of Federal income tax such AFFILIATE has actually paid or will actually pay
for such years.
9. Examples of Calculations. Attached hereto and made part hereof , as
"Appendix A to Tax Sharing Agreement By and Between UNITIL Corporation and
Its Affiliated Companies", are illustrated examples of the matters contained
herein.
IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have set their hands this tenth day of September, 1985.
UNITIL CORPORATION
By /s/ Michael J. Dalton
its President
EXETER & HAMPTON ELECTRIC COMPANY
By /s/ Michael J. Dalton
its President
CONCORD ELECTRIC COMPANY
By /s/ Douglas K. Macdonald
its President
UNITIL POWER CORP.
By /s/ Michael J. Dalton
its President
UNITIL SERVICE CORP.
By /s/ Peter J. Stulgis
its President
APPENDIX A TO TAX SHARING AGREEMENT
BY AND BETWEEN UNITIL CORPOARATION AND ITS
AFFILIATED COMPANIES
The allocation agreement follows the Internal Revenue Service
Regulations for "basic" and "supplemental" allocation of consolidated return
liability and benefits.
The "basic" method used to allocate UNITIL'S liability shown on the
consolidated return is provided by Internal Revenue Code Section 1552(a)
and provides for allocation based on the amount of tax liability calculated
on a separate return basis.
The "supplemental" method provides that the tax savings of credits
and deductions in excess of the amount of the individual company can use,
but which can be used in consolidations, is allocated among the members
supplying the savings and the benefiting members reimburse them.
For example, assume that a three member group has consolidated tax
liability of $200,000 and $100,000 respectively. The individual members, A,
B, and C have separate return taxable income (loss) of $150,000, $100,000,
and $(50,000) and the individual members have separate return liabilities of
$75,000, $50,000, and none, respectively. (Loss members are deemed to have
a zero tax liability.) Under the proposed method, the Individual tax
liability and benefit is allocated as follows:
Member A B C
Taxable Income (Loss) $150,000 $100,000 $(50,000)
Separate Tax Liability 75,000 50,000 none
Percent of Total ($125,000) 60% 40% 0%
Consolidated Tax Allocation 60,000 40,000 none
Separate Tax Liability 75,000 50,000 0
Less Consolidated Tax 60,000 40,000 0
15,000 10,000 0
100% 100%
Supplemental Allocation 15,000 10,000 0
Benefits paid to C $(15,000) $(10,000) $(25,000)
Regulation 1.1502-33(d) provides the "supplemental" method of
allocating tax liability in order to permit members to receive
reimbursement for contributing tax deductions or credits to the group. The
method adopted by the Company and outlined at Regulation 1.1502-33(2)(ii)
provides for immediate reimbursement for the tax year involved. The steps
are as follows:
(1) Tax liability is allocated to the members by the basic method
outlined above.
(2) Each member with a separate company tax will be allocated 100% of
the excess of its separate return liability over its share of the
consolidated liability under step (1).
(3) The amounts allocated to benefiting members under Step 2 are
credited to the members supplying the capital losses, deductions, credits or
other items to which the savings are attributable. For this purpose an
amount generated by a member which is in its own separate return tax
liability and which is utilized in the computation of the Federal income tax
liability of the group shall be deemed to be a tax benefit contributed by
the member to the group.
In some years the Step 2 savings to be credited may be less than the
total tax savings items available for use. In such a case, the savings
shall be attributed to tax savings items in the order that they are used on
the consolidated return and in an amount equal to the savings actually
realized.
Under this method, capital losses would normally be used first to
the extent there are capital gains, since these items are netted in order to
reach income, and are used before any deductions or credits are taken into
account. The value of the capital loss would be the current rate of tax for
capital gain income of the loss. The next item to be used would be
deductions resulting in a current year operating loss, and these would be
valued at the marginal rate of tax on the income they offset. This is
normally 46 percent under current law, but would be less for income under
$100,000, which falls in to the graduated tax brackets under Reg.1.1502-33(d)
(2), the amount of each graduated rate bracket is apportioned equally by
dividing that amount by the number of corporations that where members of the
group. Additionally, an alternative is to allocate the amount of each
graduated rate bracket based on an election made be each of the companies'
and including with that year's tax return. Operating loss carryovers would
be used next, and finally credits would be used. Credits will be valued at
100 percent, since they result in dollar for dollar savings. Where the
total amount of an item is not used, the savings will be allocated to each
member in proportion to his share of the total of that benefit available
from all members of the consolidated group.
(4) Benefiting members will reimburse the other members prior to the
filing of the consolidated tax return.
A more complicated Situation is presented when there are several
loss companies. Assume that the facts are the same as above except that
there are three loss companies: C, D, and E with the following tax savings
items:
C D E
Capital Loss 0 5,000 0
Current Operating Loss 5,000 0 3,000
Operating Loss Carryover 0 10,000 0
Credits 4,000 8,000 4,000
Allocation of the $25,000 benefit from Step 2 would proceed as follows:
C D E Remaining
Benefit
Capital Gains @ 28% 0 1,400 0 23,600
Current Operating Loss Offsetting
46% Income 2,300 0 1,380 19,920
Operating Loss Carryover Offsetting
46% Income 4,600 15,320
Credits @ 100% (proportionate) 3,830 7,600 3,830 0
Total Allocated 6,130 13,660 5,210 0
Thus companies A and B would reimburse C, D and E for the above
amounts. There will be credit carryovers for C, D, and E of $170, $340, and
$170, respectively.
Separate Return Liability
The Allocations and reimbursements outline above use the concept of
a "separate return tax liability" as a starting point for allocations. This
liability is the amount which a member of the affiliated group would pay of
it filed a separate return. It is calculated in three basic steps.
(1) The rules for consolidated return deferred accounting, inventory
adjustments, basis determination, basis adjustments, excess losses, earnings
and profits, and obligations of members must be applied.
(2) Intercompany dividends are eliminated and no dividend received or
paid deduction is allowed on intercompany dividends.
(3) Adjustments are made for specific items used in the consolidated
return which must be divided by some equitable method among the members.
The third step is the subject of this part of the Appendix. Two
different approaches may be taken for the apportionment of the limits,
deductions, and exemptions used to reach tax liability.
It is recognized that each company is a part of an affiliated group,
and that all credits, deductions and limitations must be apportioned in some
equitable manner.
Specific Apportionments
(1) Carryovers. On a consolidated basis, items such as operating losses,
capital losses, and contributions will be used first from the current year
and then carried forward from the oldest year forward until exhausted. It
is the intention of the Tax Sharing Agreement, for allocation and
reimbursement purposes, that a member shall use its own carryovers first
before it is required to reimburse another member for use of its carryover
in consolidation, without regard for the fact that the tax regulations for
consolidated returns may require a different order.
(2) Contribution Deduction. The amount of the contribution deduction is
limited to 10% of consolidated taxable income. Thus the amount allowable
may exceed the actual contributions. In order to avoid having a
consolidated contribution carryover which is not owned by a member, each
member agrees that its deduction be limited to its proportionate share on a
separate return basis of the consolidated contribution deduction in a given
year, rather than 10% of its separate return income, and that any
contribution in excess of such amount be treated as its own carryover. If
the consolidated deduction is greater than the separate deductions of the
profitable members (thus permitting a deduction for contributions of a loss
member) the excess allowable deduction will be allocated to the loss members
in proportion to the excess allowable over their available contributions.
Contribution Illustration
Example A A B C Consolidated
Income before contributions 12,000 100 (5,600) 6,500
Contributions - current 400 25 100
- carryover 300 25
- available 700 50 100
10% Limit 650
Allowable on SR basis 1,200 10
Allowable by agreement 644 6
Carryover by agreement
- current 0 19 100
- prior 56 25
Taxable income 11,356 94 (5,600) 5,850
Example B A B C Consolidated
Income before contributions 12,000 (100) (5,400) 6,500
Contributions - current only 200 50 200
10% Limit 650
Available on SR basis 200 200
Excess deduction allowable 250
Allocation by agreement 50 200
Carryover by agreement 50 200
Taxable income 11,800 (150) (5,600) 6,050
(3) Tax Brackets. The members agree that the brackets will first be
applied equally to the members with ordinary income. If the allocated
amount exceeds income, the excess can be reapplied equally to the other
members with remaining income.
(4) I.T.C. Limitation. The limitation on 100% utilization of
investment tax credit provided by Internal Revenue Code S46(a)(3), currently
$25,000, will be allocated equally among the members with tax liability and
available credits, with any excess to be allocated equally to those with
remaining liability and credits.
(5) I.T.C. Limit for Used Property. The limitations on used property
cost deemed eligible for investment credit, currently $215,000, will be
allocated equally among the companies that have used property acquisitions
with a ten year recovery life in any year. If a member is unable to utilize
all of its allocated amount the excess will be allocated proportionately to
the members with used property acquisitions in excess of their allocated
share. If there are insufficient ten year recovery life assets, the
remainder will be allocated to five year recovery life assets in a similar
manner. Likewise, if there are not enough ten and five year recovery life
assets, the remainder of the $100,000 limitation will be allocated equally
to members having three year recovery life used property additions.
(6) Future Developments. Any credits, deductions, or other items
established by future legislation will be allocated in a manner consistent
with the above methods.
The foregoing examples are for illustrative purposes and are not
intended to cover all possible situations that may arise.
Exhibit E Other Documents - None
Exhibit F Supporting Schedules
Report of Independent Public Accounts
To Unitil Corporation
We have audited the consolidated balance sheet and consolidated
statement of capitalization of Unitil Corporation and subsidiaries as of
December 31, 1996, and the related consolidated statement of earnings, cash
flows and changes in common stock equity for the year then ended, included
in the 1996 annual report to the shareholders and incorporated by reference
in this Form U5S. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Unitil Corporation and subsidiaries as of December 31, 1996, and the
consolidated results of their operations and their consolidated cash flows
for the year then ended, in conformity with generally accepted accounting
principles.
Grant Thornton LLP
Boston, Massachusetts
February 7, 1997
Exhibit H Organizational Chart-Not Applicable
Exhibit I Majority Owned Associate Company - Not Applicable
SIGNATURE
Each undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935.
UNITIL CORPORATION
By [S] Peter J. Stulgis
Chairman of the Board &
Chief Executive Officer
UNITIL SERVICE CORP.
By [S] Peter J. Stulgis
President
UNITIL RESOURCES, INC.
By [S] George R. Gantz
President
CONCORD ELECTRIC COMPANY,
EXETER & HAMPTON ELECTRIC COMPANY,
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY.
By [S] Michael J. Dalton
President
UNITIL REALTY CORP.
By [S] Gail A. Siart
President
UNITIL POWER CORP.
By [S] James G. Daly
President
Date April 30, 1997