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EX-99.1 - EXHIBIT 99.1 - UIL HOLDINGS CORPt1300375_ex99-1.htm

 

 

 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 OF 1934

 

Date of Report (Date of earliest event reported): September 25, 2013

 

 

test

(Exact name of registrant as specified in its charter)

 

Connecticut 1-15052 06-1541045
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
     
157 Church Street, New Haven, Connecticut   06506
(Address of principal executive offices) (Zip Code)
     
Registrant's Telephone Number,
Including Area Code (203) 499-2000

 

 

Not Applicable
(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 (see General Instruction A.2. below):

 

£ 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

 

On September 25, 2013, UIL Holdings Corporation (“UIL Holdings”) announced that it intends to offer approximately 5,000,000 shares of its common stock in a registered public offering.  As a result of the public offering, UIL Holdings has revised its earnings guidance to reflect the issuance of the 5,000,000 shares of common stock in this offering. Solely due to the increased number of outstanding shares of common stock, UIL Holdings has revised its earnings guidance, excluding the impact of non-recurring items, from $2.15 to $2.30 per diluted share to $2.08 to $2.23 per diluted share. The revised earnings guidance, including the non-recurring items, is revised from $2.00 to $2.15 per diluted share to $1.93 to $2.08 per diluted share.

 

Further detail of UIL Holdings’ forecasted earnings along with the related net income ranges are included in the following table:

 

Category  Approximate
Net Income (2)
    Earnings Per
Share - diluted (3)

 
                
Electric distribution, CTA & other  $  51 - $ 56    $  0.95 - $ 1.05 
Electric transmission  $  30 - $ 36    $  0.58 - $ 0.68 
                
Total UI (1)  $  82 - $ 90    $  1.55 - $ 1.70 
                
Gas distribution  $  33 - $ 38    $  0.62 - $ 0.72 
                
UIL Corporate  $  (11) - $ (9)    $  (0.21) - $ (0.17) 
                
Subtotal  $  110 - $ 118    $  2.08 - $ 2.23 
                
Non-Recurring Items  $  (11) - $ (9)    $  (0.21) - $ (0.17) 
                
Total UIL Holdings (1)  $  102 - $ 110    $  1.93 - $ 2.08 

 

(1) Expectations are not expected to be additive
(2) Rounded to the nearest million
(3) Assumes approximately 52.9 million average shares outstanding

 

Also in connection with this offering, UIL Holdings updated certain information concerning the company in a presentation to investors. Specific slides from that presentation containing the revised information are attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 
 

 

Item 9.01.            Financial Statements and Exhibits.

 

(d) Exhibits – The following exhibit is furnished as part of this report:
   
99.1 Presentation Slides.

 

Forward-Looking Statements

 

Certain statements contained herein, regarding matters that are not historical facts, are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future. Such forward-looking statements are based on management’s expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Such risks and uncertainties include, but are not limited to, general economic conditions, legislative and regulatory changes, changes in demand for electricity, gas and other products and services, unanticipated weather conditions, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental, and technological factors affecting the operations, markets, products and services of UIL Holdings’ subsidiaries, The United Illuminating Company, The Southern Connecticut Gas Company, Connecticut Natural Gas Corporation and The Berkshire Gas Company. The foregoing and other factors are discussed and should be reviewed in our most recent Annual Report on Form 10-K for the year ended December 31, 2012, as amended, and other subsequent filings with the Securities and Exchange Commission. Forward-looking statements included herein speak only as of the date hereof and we undertake no obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.

 

Use of Non-GAAP Measures

 

UIL Holdings believes forecasted earnings per share (EPS) information by line of business is useful in understanding and evaluating projected financial performance and contribution of UIL Holdings’ businesses. EPS by business is calculated by taking the forecasted pretax amounts determined in accordance with GAAP of each line of business, and applying the effective statutory federal and state tax rate and then dividing the results by the average number of diluted shares of UIL Holdings common stock outstanding for the period presented. Total consolidated EPS is a GAAP-basis presentation.

 

 

 

 
 

 

SIGNATURES

 

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

 

  UIL HOLDINGS CORPORATION
  Registrant
   
Date:  9/25/2013 By  /s/ Richard J. Nicholas
    Richard J. Nicholas
Executive Vice President
and Chief Financial Officer

 

 

 

 
 

 

Exhibit Index

 

 

Exhibit Description
   
99.1 Presentation Slides.