UIL HOLDINGS CORP - FORM 8-K - EX-99.3 - EXHIBIT 99.3

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8-K - UIL HOLDINGS CORPORATION 8-K 11-17-2014 - UIL HOLDINGS CORP	form8k.htm
EX-99.1 - EXHIBIT 99.1 - UIL HOLDINGS CORP	ex99_1.htm
EX-99.4 - EXHIBIT 99.4 - UIL HOLDINGS CORP	ex99_4.htm
EX-99.2 - EXHIBIT 99.2 - UIL HOLDINGS CORP	ex99_2.htm

Exhibit 99.3

FINANCIAL STATEMENTS

THE SOUTHERN CONNECTICUT GAS COMPANY

AS OF SEPTEMBER 30, 2014 AND DECEMBER 31, 2013 AND

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(UNAUDITED)

TABLE OF CONTENTS

	Page Number
Financial Statements:

Statement of Income for the three and nine months ended September 30, 2014 and 2013	3

Balance Sheet as of September 30, 2014 and December 31, 2013	4

Statement of Cash Flows for the nine months ended September 30, 2014 and 2013	6

Statement of Changes in Shareholder’s Equity	7

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF INCOME

(In Thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013


Operating Revenues	$	45,420		$	47,360		$	279,204		$	260,111

Operating Expenses
Operation
Natural gas purchased		14,959			18,085			141,874			135,468
Operation and maintenance		19,680			15,405			58,540			51,952
Depreciation and amortization		7,213			7,289			27,272			27,522
Taxes - other than income taxes		4,367			4,059			17,852			16,105
Total Operating Expenses		46,219			44,838			245,538			231,047
Operating Income (Loss)		(799	)		2,522			33,666			29,064

Other Income and (Deductions), net		284			29			(1,410	)		(513	)

Interest Charges, net
Interest on long-term debt		3,344			3,344			10,031			10,031
Other interest, net		151			192			444			767
		3,495			3,536			10,475			10,798
Amortization of debt expense and redemption premiums		76			76			229			229
Total Interest Charges, net		3,571			3,612			10,704			11,027

Income (Loss) Before Income Taxes		(4,086	)		(1,061	)		21,552			17,524

Income Taxes		(2,118	)		(391	)		8,726			7,149

Net Income (Loss)	$	(1,968	)	$	(670	)	$	12,826		$	10,375

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014		2013

Net Income (Loss)	$	(1,968	)	$	(670	)	$	12,826	$	10,375
Other Comprehensive Income (Loss), net of income taxes
Changes in unrealized gains(losses) related to pension and other post-retirement benefit plans		(104	)		247			127		481
Comprehensive Income (Loss)	$	(2,072	)	$	(423	)	$	12,953	$	10,856

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

ASSETS

(In Thousands)

(Unaudited)

	September 30, 2014		December 31, 2013
Current Assets
Unrestricted cash and temporary cash investments	$	11,660	$	7,701
Accounts receivable less allowance of $1,700 and $2,968, respectively		49,062		71,028
Unbilled revenues		5,898		21,457
Current regulatory assets		13,312		16,557
Deferred income taxes		-		244
Natural gas in storage, at average cost		36,019		35,510
Materials and supplies, at average cost		1,909		3,438
Refundable taxes		3,979		2,812
Prepayments		2,918		2,422
Total Current Assets		124,757		161,169

Other investments		10,655		10,280

Net Property, Plant and Equipment		554,934		532,835

Regulatory Assets		115,137		127,506

Deferred Charges and Other Assets
Unamortized debt issuance expenses		3,816		4,045
Goodwill		134,931		134,931
Other		554		598
Total Deferred Charges and Other Assets		139,301		139,574

Total Assets	$	944,784	$	971,364

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

LIABILITIES AND CAPITALIZATION

(In Thousands)

(Unaudited)

	September 30, 2014		December 31, 2013
Current Liabilities
Current portion of long-term debt	$	2,517	$	2,517
Accounts payable		17,419		40,767
Accrued liabilities		21,466		19,024
Current regulatory liabilities		9,701		10,031
Deferred income taxes		2,303		-
Interest accrued		1,604		1,864
Taxes accrued		3,975		5,912
Intercompany payable		-		16,000
Total Current Liabilities		58,985		96,115

Deferred Income Taxes		29,262		14,088

Regulatory Liabilities		172,714		165,096

Other Noncurrent Liabilities
Pension accrued		28,098		30,689
Other post-retirement benefits accrued		16,062		16,890
Other		14,077		14,265
Total Other Noncurrent Liabilities		58,237		61,844

Commitments and Contingencies

Capitalization
Long-term debt, net of unamortized premium		231,310		233,198

Common Stock Equity
Common stock		18,761		18,761
Paid-in capital		371,237		379,737
Retained earnings		3,819		2,193
Accumulated other comprehensive income		459		332
Net Common Stock Equity		394,276		401,023

Total Capitalization		625,586		634,221

Total Liabilities and Capitalization	$	944,784	$	971,364

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
Cash Flows From Operating Activities
Net income	$	12,826		$	10,375
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,500			27,751
Deferred income taxes		3,423			1,925
Pension expense		5,031			6,384
Regulatory activity, net		19,353			11,030
Other non-cash items, net		(451	)		1,833
Changes in:
Accounts receivable, net		22,134			19,730
Unbilled revenues		15,559			12,817
Natural gas in storage		(509	)		(1,754	)
Prepayments		(496	)		(1,927	)
Accounts payable		(22,422	)		(16,134	)
Interest accrued		(260	)		(243	)
Taxes accrued/refundable, net		(3,104	)		3,387
Accrued liabilities		2,442			(736	)
Accrued pension		(6,632	)		(15,369	)
Accrued other post-employment benefits		(1,818	)		(2,161	)
Other assets		1,573			888
Other liabilities		1,874			(2,122	)
Total Adjustments		63,197			45,299
Net Cash provided by Operating Activities		76,023			55,674

Cash Flows from Investing Activities
Plant expenditures including AFUDC debt		(36,364	)		(34,700	)
Intercompany receivable		-			(17,000	)
Net Cash (used in) Investing Activities		(36,364	)		(51,700	)

Cash Flows from Financing Activities
Payment of common stock dividend		(11,200	)		(9,200	)
Distribution of Capital		(8,500	)		-
Intercompany payable		(16,000	)		-
Net Cash (used in) provided by Financing Activities		(35,700	)		(9,200	)

Unrestricted Cash and Temporary Cash Investments:
Net change for the period		3,959			(5,226	)
Balance at beginning of period		7,701			7,357
Balance at end of period	$	11,660		$	2,131

Non-cash investing activity:
Plant expenditures included in ending accounts payable	$	1,523		$	1,405

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

September 30, 2014

(Thousands of Dollars)

(Unaudited)

	Common Stock				Paid-in			Retained Earnings (Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Capital			Deficit)			Income (Loss)		Total
Balance as of December 31, 2013		1,407,072	$	18,761	$	379,737		$	2,193		$	332	$	401,023

Net income									12,826					12,826
Other comprehensive loss, net of deferred income taxes												127		127
Distribution of capital						(8,500	)							(8,500	)
Payment of common stock dividend									(11,200	)				(11,200	)
Balance as of September 30, 2014		1,407,072	$	18,761	$	371,237		$	3,819		$	459	$	394,276

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