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-99.1 - EXHIBIT 99.1 - UIL HOLDINGS CORP	ex99_1.htm
EX-99.2 - EXHIBIT 99.2 - UIL HOLDINGS CORP	ex99_2.htm
8-K - UIL HOLDING CORP 8-K 8-22-2012 - UIL HOLDINGS CORP	form8-k.htm

EXHIBIT 99.3

FINANCIAL STATEMENTS

THE SOUTHERN CONNECTICUT GAS COMPANY

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011 AND

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011

(UNAUDITED)

THE SOUTHERN CONNECTICUT GAS COMPANY

TABLE OF CONTENTS

	Page
	Number

Financial Statements:

Statement of Income for the three and six months ended June 30, 2012 and 2011	3

Balance Sheet as of June 30, 2012 and December 31, 2011	4

Statement of Cash Flows for the six months ended June 30, 2012 and 2011	6

Statement of Changes in Shareholder's Equity	7

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF INCOME

(In Thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,

	2012			2011			2012		2011


Operating Revenues	$	49,342		$	61,045		$	166,058	$	226,701

Operating Expenses
Operation
Natural gas purchased		18,487			28,842			82,955		133,987
Operation and maintenance		15,128			15,376			29,119		28,507
Depreciation and amortization		8,278			7,733			19,817		18,713
Taxes - other than income taxes		3,686			3,623			10,216		11,872
Total Operating Expenses		45,579			55,574			142,107		193,079
Operating Income		3,763			5,471			23,951		33,622

Other Income and (Deductions), net		510			(32	)		1,166		(80	)

Interest Charges, net
Interest on long-term debt		3,343			3,178			6,687		6,516
Other interest, net		176			634			249		800
		3,519			3,812			6,936		7,316
Amortization of debt expense and redemption premiums		77			79			153		159
Total Interest Charges, net		3,596			3,891			7,089		7,475


Income Before Income Taxes		677			1,548			18,028		26,067

Income Taxes		(341	)		1,146			7,170		10,846

Net Income	$	1,018		$	402		$	10,858	$	15,221

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF COMPREHENSIVE INCOME

(Thousands of Dollars)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012		2011

Net Income	$	1,018		$	402		$	10,858	$	15,221
Other Comprehensive Income, net		(156	)		(7	)		267		145
Comprehensive Income	$	862		$	395		$	11,125	$	15,366

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

ASSETS

(In Thousands)

(Unaudited)

	June 30,		December 31,
	2012		2011
Current Assets
Unrestricted cash and temporary cash investments	$	1,215	$	6,335
Accounts receivable less allowance of $2,100 and $3,400, respectively		60,700		43,839
Loan receivable		13,000		-
Unbilled revenues		5,098		14,732
Current regulatory assets		30,457		27,294
Deferred income taxes		149		1,442
Natural gas in storage, at average cost		34,413		49,064
Materials and supplies, at average cost		3,283		1,523
Refundable taxes		-		4,563
Prepayments		710		3,398
Current portion of derivative assets		-		2,024
Total Current Assets		149,025		154,214

Other investments		8,281		7,818

Net Property, Plant and Equipment		485,236		479,311

Regulatory Assets (future amounts owed from customers through the ratemaking process)		112,620		143,851

Deferred Charges and Other Assets
Unamortized debt issuance expenses		4,521		4,861
Deferred income taxes		7,091		5,640
Goodwill		134,931		134,931
Other		1,142		904
Total Deferred Charges and Other Assets		147,685		146,336

Total Assets	$	902,847	$	931,530

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

LIABILITIES AND CAPITALIZATION

(In Thousands)

(Unaudited)

	June 30,			December 31,
	2012			2011
Current Liabilities
Current portion of long-term debt	$	2,517		$	2,517
Accounts payable		30,628			40,408
Accrued liabilities		16,861			8,995
Current regulatory liabilities		7,289			1,655
Interest accrued		1,949			1,992
Taxes accrued		9,883			6,196
Total Current Liabilities		69,127			61,763

Noncurrent Liabilities
Pension accrued		30,531			36,539
Other post-retirement benefits accrued		17,666			17,896
Other		24,305			26,898
Total Noncurrent Liabilities		72,502			81,333

Regulatory Liabilities (future amounts owed to customers through the ratemaking process)		142,055			149,136

Commitments and Contingencies

Capitalization
Long-term debt		236,970			238,230

Common Stock Equity
Common stock		18,761			18,761
Paid-in capital		385,937			396,937
Retained earnings (accumulated deficit)		(22,201	)		(14,059	)
Accumulated other comprehensive income (loss)		(304	)		(571	)
Net Common Stock Equity		382,193			401,068

Total Capitalization		619,163			639,298

Total Liabilities and Capitalization	$	902,847		$	931,530

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended
	June 30,
	2012			2011
Cash Flows From Operating Activities
Net income	$	10,858		$	15,221
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,970			18,872
Deferred income taxes		(5,380	)		(1,743	)
Pension expense		3,375			3,029
Deferred purchased gas		11,063			21,372
Other non-cash items, net		6,106			(3,373	)
Changes in:
Accounts receivable, net		(15,561	)		(334	)
Unbilled revenues		9,634			12,855
Natural gas in storage		14,651			13,088
Accounts payable		(8,415	)		(7,988	)
Accrued pension		(8,542	)		(9,545	)
Taxes accrued/refundable, net		8,250			(334	)
Accrued liabilities		7,865			(2,598	)
Derivative assets		3,000			-
Other assets		886			3,479
Other liabilities		(3,706	)		571
Total Adjustments		43,196			47,351
Net Cash provided by Operating Activities		54,054			62,572

Cash Flows from Investing Activities
Plant expenditures including AFUDC debt		(15,977	)		(7,895	)
Loan receivable		(13,000	)		(18,000	)
Other		(197	)		(335	)
Net Cash (used in) Investing Activities		(29,174	)		(26,230	)

Cash Flows from Financing Activities
Payment of common stock dividend		(19,000	)		(34,000	)
Line of credit borrowings (repayments), net		-			(7,000	)
Distribution of capital		(11,000	)		-
Net Cash (used in) Financing Activities		(30,000	)		(41,000	)

Unrestricted Cash and Temporary Cash Investments:
Net change for the period		(5,120	)		(4,658	)
Balance at beginning of period		6,335			11,542
Balance at end of period	$	1,215		$	6,884

Non-cash investing activity:
Plant expenditures included in ending accounts payable	$	605		$	1,260

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

June 30, 2012

(Thousands of Dollars)

(Unaudited)

								Retained			Accumulated
								Earnings			Other
	Common Stock				Paid-in			(Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit)			Income (Loss)			Total
Balance as of December 31, 2011		1,407,072	$	18,761	$	396,937		$	(14,059	)	$	(571	)	$	401,068

Net income									10,858						10,858
Other comprehensive loss, net of tax												267			267
Distribution of capital						(11,000	)								(11,000	)
Payment of common stock dividend									(19,000	)					(19,000	)
Balance as of June 30, 2012		1,407,072	$	18,761	$	385,937		$	(22,201	)	$	(304	)	$	382,193

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