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

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EX-99.4 - EXHIBIT 99.4 - UIL HOLDINGS CORP	ex99_4.htm
EX-99.2 - EXHIBIT 99.2 - UIL HOLDINGS CORP	ex99_2.htm
EX-99.1 - EXHIBIT 99.1 - UIL HOLDINGS CORP	ex99_1.htm
8-K - UIL HOLDINGS CORP 8-K 8-28-2015 - UIL HOLDINGS CORP	form8k.htm

EXHIBIT 99.3

CONSOLIDATED FINANCIAL STATEMENTS

THE SOUTHERN CONNECTICUT GAS COMPANY

AS OF JUNE 30, 2015 AND DECEMBER 31, 2014 AND

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

TABLE OF CONTENTS

	Page Number
Consolidated Financial Statements:

Consolidated Statement of Income for the three and six months ended June 30, 2015 and 2014	3

Consolidated Balance Sheet as of June 30, 2015 and December 31, 2014	4

Consolidated Statement of Cash Flows for the six months ended June 30, 2015 and 2014	6

Consolidated Statement of Changes in Shareholder’s Equity	7

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF INCOME

(In Thousands)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015			2014


Operating Revenues	$	58,719	$	72,622		$	202,195		$	233,784

Operating Expenses
Operation
Natural gas purchased		18,162		33,816			90,105			126,915
Operation and maintenance		20,534		21,258			38,496			38,860
Depreciation and amortization		8,932		8,411			20,224			20,059
Taxes - other than income taxes		4,922		4,953			13,467			13,485
Total Operating Expenses		52,550		68,438			162,292			199,319
Operating Income		6,169		4,184			39,903			34,465

Other Income and (Deductions), net		51		(560	)		(44	)		(1,694	)

Interest Charges, net
Interest on long-term debt		3,343		3,343			6,687			6,687
Other interest, net		170		297			249			293
		3,513		3,640			6,936			6,980
Amortization of debt expense and redemption premiums		77		76			154			153
Total Interest Charges, net		3,590		3,716			7,090			7,133

Income (Loss) Before Income Taxes		2,630		(92	)		32,769			25,638

Income Taxes		485		(39	)		12,372			10,844

Net Income (Loss)	$	2,145	$	(53	)	$	20,397		$	14,794

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2015		2014			2015		2014

Net Income (Loss)	$	2,145	$	(53	)	$	20,397	$	14,794
Other Comprehensive Income (Loss), net of income taxes
Changes in unrealized gains(losses) related to pension and other post-retirement benefit plans		57		169			88		231
Comprehensive Income	$	2,202	$	116		$	20,485	$	15,025

Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG). The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED BALANCE SHEET

ASSETS

(In Thousands)

(Unaudited)

	June 30, 2015		December 31, 2014
Current Assets
Unrestricted cash and temporary cash investments	$	11,728	$	428
Accounts receivable less allowance of $1,900 and $1,400, respectively		59,679		61,093
Unbilled revenues		6,450		22,310
Current regulatory assets		18,174		21,642
Natural gas in storage, at average cost		25,678		42,866
Materials and supplies, at average cost		2,342		2,060
Refundable taxes		1,432		5,172
Prepayments		397		782
Other		-		278
Total Current Assets		125,880		156,631

Other investments		11,073		10,832

Net Property, Plant and Equipment		609,638		592,484

Regulatory Assets		91,965		101,178

Deferred Charges and Other Assets
Unamortized debt issuance expenses		3,585		3,739
Goodwill		134,931		134,931
Other		812		-
Total Deferred Charges and Other Assets		139,328		138,670

Total Assets	$	977,884	$	999,795

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED BALANCE SHEET

LIABILITIES AND CAPITALIZATION

(In Thousands)

(Unaudited)

	June 30, 2015			December 31, 2014
Current Liabilities
Current portion of long-term debt	$	2,517		$	2,517
Accounts payable		29,208			46,352
Accrued liabilities		15,524			14,927
Current regulatory liabilities		8,734			5,360
Deferred income taxes		7,168			8,458
Interest accrued		1,701			2,437
Taxes accrued		3,432			4,333
Intercompany payable		-			15,000
Total Current Liabilities		68,284			99,384

Deferred Income Taxes		21,059			17,398

Regulatory Liabilities		163,066			157,720

Other Noncurrent Liabilities
Pension accrued		38,969			42,496
Other post-retirement benefits accrued		16,389			16,743
Other		13,865			14,029
Total Other Noncurrent Liabilities		69,223			73,268

Commitments and Contingencies

Capitalization
Long-term debt, net of unamortized premium		229,423			230,681

Noncontrolling interest (Note A)		20,369			20,369

Common Stock Equity
Common stock		18,761			18,761
Paid-in capital		369,737			369,737
Retained earnings		18,115			12,718
Accumulated other comprehensive income		(153	)		(241	)
Net Common Stock Equity		406,460			400,975

Total Capitalization		635,883			652,025

Total Liabilities and Capitalization	$	977,884		$	999,795

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2015			2014
Cash Flows From Operating Activities
Net income	$	20,397		$	14,794
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,378			20,212
Deferred income taxes		2,588			(7,105	)
Pension expense		2,688			3,354
Regulatory activity, net		9,749			31,804
Other non-cash items, net		(708	)		990
Changes in:
Accounts receivable, net		1,914			1,703
Unbilled revenues		15,860			15,004
Natural gas in storage		17,188			9,615
Prepayments		454			1,827
Accounts payable		(17,488	)		(12,925	)
Interest accrued		(736	)		-
Taxes accrued/refundable, net		3,059			12,399
Accrued liabilities		597			(2,825	)
Accrued pension		(5,621	)		(4,451	)
Accrued other post-employment benefits		(948	)		3,274
Other assets		(885	)		1,683
Other liabilities		(83	)		1,663
Total Adjustments		48,006			76,222
Net Cash provided by Operating Activities		68,403			91,016

Cash Flows from Investing Activities
Plant expenditures including AFUDC debt		(27,103	)		(21,787	)
Net Cash used in Investing Activities		(27,103	)		(21,787	)

Cash Flows from Financing Activities
Payment of common stock dividend		(15,000	)		(11,200	)
Intercompany payable		(15,000	)		(16,000	)
Net Cash used in provided by Financing Activities		(30,000	)		(27,200	)

Unrestricted Cash and Temporary Cash Investments:
Net change for the period		11,300			42,029
Balance at beginning of period		428			7,701
Balance at end of period	$	11,728		$	49,730

Non-cash investing activity:
Plant expenditures included in ending accounts payable	$	4,712		$	1,095

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

June 30, 2015

(Thousands of Dollars)

	Common Stock				Paid-in		Retained Earnings (Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Capital		Deficit)			Income (Loss)			Total
Balance as of December 31, 2014		1,407,072	$	18,761	$	369,737	$	12,718		$	(241	)	$	400,975

Net income								20,397						20,397
Other comprehensive loss, net of income taxes											88			88
Payment of common stock dividend								(15,000	)					(15,000	)
Balance as of June 30, 2015		1,407,072	$	18,761	$	369,737	$	18,115		$	(153	)	$	406,460

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