2
Safe Harbor Provision
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 including, without limitation, UIL’s expectations with respect to the benefits, costs and other anticipated financial impacts of the
proposed transaction; future financial and operating results of the company; the company’s plans, objectives, expectations and intentions with
respect to future operations and services; approval of the proposed transaction by governmental regulatory authorities; the availability of
financing; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.
Such forward-looking statements are based on the Corporation’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 and other products and services, changes in
financial markets, unanticipated weather conditions, changes in accounting principles, policies or guidelines, and other economic, competitive,
governmental, and technological factors affecting the operations, timing, markets, products, services and prices of the Corporation’s
subsidiaries. Examples of such risks and uncertainties specific to the transaction include, but are not limited to: the possibility that the
proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals, the taking of
governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that
the expected benefits will not be realized, or will not be realized within the expected time period; and the ability to issue equity and debt
securities upon terms and conditions UIL believes are appropriate. The foregoing and other factors are discussed and should be reviewed in
the Corporation’s most recent Annual Report on Form 10-K and other subsequent periodic filings with the Securities and Exchange
Commission. Forward-looking statements included herein speak only as of the date hereof and the Corporation undertakes 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.
Reconciliation of Non-GAAP Financial Measures
Financial measures highlighted in this presentation may be considered non-GAAP financial measures such as Earnings Before Interest
Expense, Income Tax, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA and Adjusted Net Income. Comparable GAAP financial
measures and a reconciliation of GAAP financial measures to non-GAAP financial measures are available in the Appendix to this presentation.
Notices
James P. Torgerson
President and Chief Executive Officer, UIL Holdings Corporation
Richard J. Nicholas
Executive Vice President and Chief Financial Officer, UIL Holdings Corporation
