8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (Date of earliest event reported): April 15, 2010

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)

New Hampshire	1-8858	02-0381573
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6 Liberty Lane West, Hampton, New Hampshire	03842-1720
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (603) 772-0775

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

At 10:30 a.m. on April 15, 2010, Unitil Corporation (the “Company”) will hold its Annual Meeting of Shareholders at its offices in Hampton, NH. Following the formal business of the meeting, the Company’s Chairman and Chief Executive Officer, Robert G. Schoenberger, plans to make a presentation to the Company’s shareholders. That presentation is attached as Exhibit 99.1 and will be available in the investor relations section of the Company’s website (www.unitil.com) subsequent to the meeting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
99.1	Unitil Corporation’s presentation to shareholders at its Annual Meeting of Shareholders on April 15, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

UNITIL CORPORATION
By:	/s/    MARK H. COLLIN
	Mark H. Collin Senior Vice President, Chief Financial Officer and Treasurer
Date:	April 15, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unitil Corporation’s presentation to shareholders at its Annual Meeting of Shareholders on April 15, 2010.

EX-99.1

Annual

Annual

Meeting

Meeting

April 15, 2010

April 15, 2010

of Shareholders

of Shareholders

Exhibit 99.1

1

2010 Annual Meeting of Shareholders

This

presentation

contains

“forward-looking

statements”

made

pursuant

to

the

safe

harbor

provisions

of

the

Private

Securities Litigation Reform Act of 1995.  These forward-looking statements include statements regarding Unitil

Corporation’s financial condition, results of operations, capital expenditures, business strategy, regulatory strategy,

market opportunities, and other plans and objectives.  In some cases, forward-looking statements can be identified

by

terminology

such

as

“may,”

“will,”

“should,”

“expects,”

“plans,”

“anticipates,”

“believes,”

“estimates,”

“predicts,”

“potential”

or “continue”, the negative of such terms, or other comparable terminology.

These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that

could cause the actual results to differ materially from those set forth in the forward-looking statements.  Those

risks and uncertainties include: the Company’s ability to retain existing customers and gain new customers;

variations in weather and major storms; recovery of deferred major storm costs; recovery of energy commodity

costs;

changes

in

the

regulatory

environment;

customers’

preferences

on

energy

sources;

interest

rate

fluctuation

and credit market concerns; general economic conditions; fluctuations in supply, demand, transmission capacity

and

prices

for

energy

commodities;

increased

competition;

customers’

performance

under

multi-year

energy

brokering contracts; and other risks detailed in the Company’s filings with the Securities and Exchange

Commission, including those appearing under the caption Risk Factors in the Company’s Annual Report on Form

10-K for the year ended December 31, 2009.

Readers should not place undue reliance on any forwarding looking statements, which speak only as of the date

they are made.  The Company undertakes no obligation to update any forward-looking statements to reflect any

change in the Company’s expectations or in events, conditions, or circumstances on which any such statements

may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-

looking statements.

Robert G. Schoenberger

Chairman, President & Chief Executive Officer

Presentation by

Presentation by

2

2010 Annual Meeting of Shareholders

2012

2012

2010

2010

Realizing the Earnings Power of Our Assets

Near-Term Value Creation

3

2010 Annual Meeting of Shareholders

Mergers and acquisitions

Gas distribution expansion

Usource

Regulatory

Customer

Growth

Key Strategies

Communication

Customer service

Emergency preparedness

Rate cases

Reporting and compliance

Relationships

Strategy Overview

Strategy Overview

4

2010 Annual Meeting of Shareholders

90% of EPS from

regulated operations

171,000 Customers

171,000 Customers

UES

Northern

Usource

FGE

Granite

State

Value Proposition

6% dividend yield

Significant asset and

earnings growth

potential

50% gas / 50% electric

5

2010 Annual Meeting of Shareholders

Regulatory Agenda

6

2010 Annual Meeting of Shareholders

UES (12 mos.)

Jan-10

Jan-11

Jan-12

Jan-10

Jan-11

Jan-12

FGE (6-9 mos.)

Granite State (6 mos.)

Northern (9 mos.)

Rate Case Schedule

Rate Case Schedule

All Distribution Utilities

All Distribution Utilities

Will Have Rates Reset

Will Have Rates Reset

Over Next 18 Months

Over Next 18 Months

Rate Case Overview

7

2010 Annual Meeting of Shareholders

Growth Strategy

8

2010 Annual Meeting of Shareholders

Prudently Pursue Additional Acquisitions in New England

Prudently Pursue Additional Acquisitions in New England

Acquisition Strategy

Northern acquisition (Dec ’08)

Increased customer base

50%

Doubled sales margins

Purchased at below book

value

Achieved significant

synergies

9

2010 Annual Meeting of Shareholders

New England Gas Penetration

40% versus 80-90% Nationally

Competitive price

advantage (~25-30%)

Plentiful Supply

Gas Distribution Expansion

Clean energy

Significant rate base

growth opportunities

10

2010 Annual Meeting of Shareholders

Current Operations

New 2010 Markets

$0.16 earnings per

share in 2009

Greater than

90% customer

retention rate

$4.3 million in 2009

revenue

Non-Regulated Energy Brokering

Non-Regulated Energy Brokering

Zero counterparty

risk

11

2010 Annual Meeting of Shareholders

Customer Service

12

2010 Annual Meeting of Shareholders

February 2010 Wind Storm

Second Worst Natural Disaster in NH History

Second Worst Natural Disaster in NH History

63,000 customers out (85% of NH

customers)

Over 250 crews responded from

eight states

Over

1,000

individuals

participated

during the event to restore power

3.5 day restoration time

13

2010 Annual Meeting of Shareholders

Community Appreciation

“Unitil really stepped up to

the challenge”

“Your regular updates…

kept us informed and

kept information flowing

to the public”

“This time, the effort was,

simply, superb”

“This response should 

be…the model for the

way it is done”

-

NH Governor Lynch

-

Exeter, NH Police Chief

-

Canterbury, NH Fire Captain

-

NH Public Radio

14

2010 Annual Meeting of Shareholders

Highlights

Stable natural gas and electric transmission and distribution

business model

Bridging the gap between actual and authorized ROE

Low cost and reliable utility operations

Historic dividend stability and commitment

Diverse gas and electric utility asset base, customer and

revenue mix

Significant rate base growth opportunities

Significantly improved customer service and corporate image

15

2010 Annual Meeting of Shareholders

Appendix

16

2010 Annual Meeting of Shareholders

2010 –

2011 Earnings Overview

2010 will be an important  transition year as we implement our regulatory agenda

to realize the full earnings potential of our growing utility asset base over the next

18 months

Near-term

earnings

pressure

will

persist

until

rates

are

reset

across

Unitil’s

electric

and

gas

utilities

In 2010, electric and gas sales are projected to be flat to declining due to the slow pace of

economic recovery and energy conservation

Increased regulatory reporting and compliance requirements will put cost pressures on earnings

until new rates are set

Regulatory plan will drive earnings growth by end of 2011 well above trend as

rates are reset for utility subsidiaries. Other key earnings drivers include:

Improving economy is projected to reverse trend of declining electric and gas sales

Expanding gas sales due to competitive position and environmental benefits of natural gas

Increasing Usource market penetration

2011

2010

17

2010 Annual Meeting of Shareholders

Strong historical commitment to investment in utility assets

Northern acquisition in December 2008 significantly increased net plant and

capital expenditures

Growth in rate base largely driving need for base distribution rate increases

across all utility subsidiaries

Growth in Rate Base

Net Plant

Capital Expenditures

$249

$423

$450

$484

$514

$0

$100

$200

$300

$400

$500

$600

2007

2008

2009

2010E

2011E

$33

$28

$59

$64

$60

$0

$15

$30

$45

$60

$75

2007

2008

2009

2010E

2011E

18

2010 Annual Meeting of Shareholders

(1)

Pro forma to include recent equity contributions from Unitil Corporation.  2009 Actual ROE calculated by dividing 2009 Net Income by December 2009 Common Equity

(2)

Excludes

effect

of

non-recurring

pre-tax

purchased

gas

refund

of

$4.9

million

(3)

Not meaningful due to length of time since last rate case

Utilities will have distribution rates reset and effective by end of 2011

Rate Case Timeline

3 mos.

9 mos.

(Temporary Rates)

(Permanent Rates)

6-9 mos.

6-9 mos.

6 mos.

9 mos.

Under Assessment

Expected Rate Case Schedule

(2)

(3)

(3)

2010

2011

Company

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Northern (Maine)

N/M

3.6%

7.7%

$53.9

$74.9

$6.9

Granite

N/M

6.5%

Northern (New Hampshire)

9.67%

FGE (Electric)

10.25%

FGE (Gas)

10.00%

Last

Authorized

ROE

2009

Actual

ROE

(1)

UES

9.67%

5.2%

12/09

Common

Equity

(1)

$63.5

19

2010 Annual Meeting of Shareholders

Current quarterly dividend is $0.345 (annual dividend is $1.38 per share)

Current dividend yield of approximately 6%

Since incorporation in 1984, Unitil has continuously paid quarterly dividends

and has never reduced its dividend rate

Historic Dividend Stability and Commitment

$0.310

$0.320

$0.330

$0.340

$0.350

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

0.0%

2.0%

4.0%

6.0%

8.0%

Quarterly

Dividend

Average

Annualized

Dividend

Yield