UIL (UIL) 10-K/A 2012 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 1-15052

(Exact name of registrant as specified in its charter)

Connecticut	06-1541045
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, no par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  x  No  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  o  No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405)  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  x Accelerated filer  o Non-accelerated filer  o Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x

The aggregate market value of the UIL Holdings’ voting stock held by non-affiliates, computed by reference to the price at which the common equity was last sold as of the last business day of UIL Holdings’ most recently completed second fiscal quarter (June 30, 2012) was $1,791,227,691 based on a closing sales price of $35.86 per share.

The number of shares outstanding of the registrant’s only class of common stock, as of September 6, 2013 was 50,712,507.

EXPLANATORY NOTE

UIL Holdings Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to amend Item 15 of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on February 21, 2013 (the “Original Filing”). The purpose of this Amendment No. 1 is to file Schedule I, together with the related report of the Company’s independent registered public accounting firm, which was inadvertently omitted from the Original Filing. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 15, as amended, in its entirety. No other revisions or amendments have been made to Part IV, Item 15 or to any other portion of the Original Filing. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. Currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.

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Part IV

Item 15.  Exhibits and Financial Statement Schedules.

The following documents are filed as a part of this report:

(a) 1.   Financial Statements (see Item 8):

*Consolidated Statement of Income for the years ended December 31, 2012, 2011 and 2010

*Consolidated Statement of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010

*Consolidated Statement of Cash Flows for the years ended December 31, 2012, 2011 and 2010

*Consolidated Balance Sheet, December 31, 2012 and 2011

*Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010

*Notes to Consolidated Financial Statements

Report of independent registered public accounting firm

2.Financial Statement Schedules (see S-1 through S-4):

Schedule I – Condensed Financial Statements of Registrant for the years ended December 31, 2012, 2011 and 2010

*Schedule II ‑ Valuation and Qualifying Accounts for the years ended December 31, 2012, 2011 and 2010

* Previously filed with Form 10-K filed for the fiscal year ended December 31, 2012.

3.Exhibits:

Pursuant to Rule 12b‑32 under the Securities Exchange Act of 1934, certain of the following listed exhibits, which are annexed as exhibits to previous statements and reports filed by UIL Holdings Corporation (Commission File Number 1‑15052) and/or The United Illuminating Company (Commission File Number 1‑6788), are hereby incorporated by reference as exhibits to this report.

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Exhibits:

Exhibit No.	Description
2.1	Purchase Agreement, dated as of May 25, 2010 by and between Iberdrola USA, Inc. and UIL Holdings Corporation (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Purchase Agreement have been omitted; schedules will be provided supplemental to the SEC upon request), (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on May 25, 2010).
2.2	Agreement, dated as of July 14, 2010 by and between The United Illuminating Company and The Connecticut Light & Power Company (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on July 15, 2010).
3.1	Certificate of Incorporation of UIL Holdings Corporation, as amended through May 10, 2011 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2011).
3.2	Bylaws of UIL Holdings Corporation as amended through April 27, 2009 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2009).
4.1	Indenture, dated as of August 1, 1991, from The United Illuminating Company to The Bank of New York, Trustee (incorporated herein by reference to UI Registration Statement No. 33-40169 effective August 12, 1991).
4.2	Note Purchase Agreement, dated July 29, 2008, for 6.46% Series A Senior Notes, 6.51% Series B Senior Notes, and 6.61% Series C Senior Notes (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on August 1, 2008).
4.3	Note Purchase Agreement, dated December 10, 2009, for 5.61% Senior Notes (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2009).
4.4	Note Purchase Agreement, dated May 13, 2010, for 6.09% Senior Notes (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on May 14, 2010).
4.5	Senior Indenture, dated as of October 7, 2010, between UIL Holdings Corporation and The Bank of New York Mellon, as trustee (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on October 7, 2010).
4.6	First Supplemental Indenture, dated as of October 7, 2010, between UIL Holdings Corporation and The Bank of New York Mellon, as trustee (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on October 7, 2010).
4.7	Form of Note (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on October 7, 2010).
4.8	Note Purchase Agreement, dated August 29, 2011, for 3.88% and 5.39% Medium-Term Notes (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on September 1, 2011).

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Exhibit No.	Description
4.9	Thirty-First Supplemental Indenture, dated November 1, 2008 (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on September 1, 2011).
4.10	Note Purchase Agreement, dated January 30, 2012, for $31,000,000 2.98% Senior Notes, Series A, due January 30, 2019; $51,500,000 3.61% Senior Notes, Series B, due January 31, 2022; $34,000,000 3.61% Senior Notes, Series C, due January 31, 2022; $52,000,000 4.89% Senior Notes, Series D, due January 30, 2042 and $35,000,000 4.89% Senior Notes, Series E, due January 30, 2042. (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on February 1, 2012).
10.1	Amended and Restated Transmission Line Agreement, dated May 15, 2003, between the State of Connecticut Department of Transportation and The United Illuminating Company (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2003).
10.2	Agreement, effective May 16, 2011, between The United Illuminating Company and Local 470-1, Utility Workers Union of America, AFL‑CIO (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2011).
10.2a	Supplemental Agreement, effective May 16, 2011, between The United Illuminating Company and Local 470-1, Utility Workers Union of America, AFL‑CIO (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2011).
10.3*	Employment Agreement, dated as of July 8, 2005, between The United Illuminating Company and Richard J. Nicholas (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on July 11, 2005).
10.3a*	First Amendment, dated August 4, 2008, to Employment Agreement, dated as of July 8, 2005, between The United Illuminating Company and Richard J. Nicholas (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.4*	Employment Agreement, dated as of January 10, 2006, between UIL Holdings Corporation and James P. Torgerson (incorporated herein by reference to Form 8‑K filed with the Securities and Exchange Commission on January 11, 2006).
10.4a*	First Amendment, dated August 4, 2008, to Employment Agreement, dated as of January 10, 2006, between UIL Holdings Corporation and James P. Torgerson (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.5*	Amended and Restated UIL Holdings Corporation Change In Control Severance Plan dated August 4, 2008 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).

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Exhibit No.	Description
10.6*	Non‑Employee Directors’ Common Stock and Deferred Compensation Plan of UIL Holdings Corporation, as amended through December 31, 2000 (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2000).
10.7*	Non‑Employee Directors’ Common Stock and Deferred Compensation Plan of UIL Holdings Corporation, as amended through December 16, 2008 (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2012).
10.8*	UIL Holdings Corporation Non‑Employee Directors Change in Control Severance Plan (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended September 30, 2000).
10.9*	Employment Agreement, dated February 28, 2007, between UIL Holdings Corporation and Linda L. Randell (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended March 31, 2007).
10.10a*	First Amendment, dated August 4, 2008, to Employment Agreement, dated as of February 28, 2007, between UIL Holdings Corporation and Linda L. Randell (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.11*	Employment Agreement, dated January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2007).
10.11a*	First Amendment, dated November 18, 2004, to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2007).
10.11b*	Second Amendment, dated November 28, 2005, to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2007).
10.11c*	Third Amendment, dated August 4, 2008, to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.11d*	Fourth Amendment, dated March 4, 2011, to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended March 31, 2011).

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Exhibit No.	Description
10.12*	Employment Agreement, dated July 1, 2005, between The United Illuminating Company and Steven P. Favuzza (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2007).
10.13*	UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.14*	UIL Holdings Corporation Deferred Compensation Plan Grandfathered Benefits Provisions, dated August 4, 2008 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.15*	UIL Holdings Corporation Deferred Compensation Plan Non-Grandfathered Benefits Provisions, dated August 4, 2008 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.16*	The United Illuminating Company Supplemental Executive Retirement Plan Grandfathered Benefits Provisions, dated August 4, 2008 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.17*	The United Illuminating Company Supplemental Executive Retirement Plan Non-Grandfathered Benefits Provisions, dated August 4, 2008 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended June 30, 2008).
10.18	Agreement effective March 24, 2010, between the Southern Connecticut Gas Company and Local 12000, the United Steelworkers of America (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2010).
10.19	Agreement effective December 1, 2009, between the Connecticut Natural Gas Corporation and Local 12924, the Connecticut Independent Utility Workers (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2010).
10.20	Agreement effective March 5, 2010, between The Berkshire Gas Company and Local 12325, the United Steelworkers, AFL-CIO-CLC (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2010).
10.21	Agreement effective April 1, 2011, between the Connecticut Natural Gas Corporation and Local 380, the Utility Workers Union of America(incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2011).

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Exhibit No.	Description
10.22	UIL Holdings Corporation 2012 Non-Qualified Employee Stock Purchase Plan (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on February 16, 2012).
10.22a	UIL Holdings Corporation 2012 Non-Qualified Employee Stock Purchase Plan, as amended through April 10, 2012 (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended March 31, 2012).
10.23	$400,000,000 Amended and Restated Credit Agreement, dated as of November 30, 2011, among UIL Holdings Corporation, The United Illuminating Company and the other Borrowers from time to time parties thereto, as Borrowers, the banks named therein, as Banks, JPMorgan Chase Bank, N. A. and Union Bank, N.A. as LC Banks, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on December 2, 2011).
10.24	$105,000,000 Credit Agreement, dated as of January 13, 2012, among The United Illuminating Company, as Borrower, JP Morgan Chase Bank, N.A., as Administrative Agent and the banks named therein (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 17, 2012).
10.25	$100,000,000 Credit Agreement, dated October 31, 2012, among UIL Holdings Corporation, as borrower, JPMorgan Chase Bank, as Administrative Agent, and the banks named therein (incorporated herein by reference to Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended September 30, 2012).
10.26*	Amended and Restated UIL Holdings Corporation Deferred Compensation Plan Non-Grandfathered Benefit Provisions dated January 1, 2013 (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2012).
14	UIL Holdings Corporation Code of Ethics for the Chief Executive Officer, Presidents, and Senior Financial Officers (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2003).
21.1	List of Subsidiaries of UIL Holdings Corporation (incorporated herein by reference to Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2010).
23	Consent of Independent Registered Public Accounting Firm.
31.1	Certification of Periodic Financial Report.
31.2	Certification of Periodic Financial Report.
32	Certification of Periodic Financial Report.

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Exhibit No.	Description
101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF	The following financial information from the UIL Holdings Annual Report on Form 10-K/A for the year ended December 31, 2012, filed with the SEC on September 10, 2013, is formatted in Extensible Business Reporting Language (XBRL).

*Management contract or compensatory plan or arrangement.

The foregoing list of exhibits does not include instruments defining the rights of the holders of certain long‑term debt of UIL Holdings Corporation and its subsidiaries where the total amount of securities authorized to be issued under the instrument does not exceed ten percent (10%) of the total assets of UIL Holdings Corporation and its subsidiaries on a consolidated basis; and UIL Holdings Corporation hereby agrees to furnish a copy of each such instrument to the Securities and Exchange Commission on request.

9

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, UIL Holdings Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UIL HOLDINGS CORPORATION
Date:  September 10, 2013	By:	/s/ Richard J. Nicholas
		Richard J. Nicholas
		Executive Vice President
		and Chief Financial Officer

10

Report of Independent Registered Public Accounting Firm on

Financial Statement Schedules

To the Board of Directors

Of UIL Holdings Corporation:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 21, 2013 appearing in the Company's 2012 Annual Report on Form 10-K also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K/A.  In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

February 21, 2013, except with respect to our opinion on Schedule I, as to which the date is September 10, 2013

PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110

T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us

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Schedule I – Condensed Financial Statements of Registrant

UIL HOLDINGS CORPORATION (PARENT)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

(In Thousands except per share amounts)

	2012			2011			2010
Operating Revenues	$	4,193		$	353		$	-
Operating Expenses
Operation and maintenance		639			548			451
Depreciation and amortization		2,530			306			-
Taxes - other than income taxes		156			10			7
Acquisition and closing related expenses		-			-			25,572
Total Operating Expenses		3,325			864			26,030
Operating Income		868			(511	)		(26,030	)
Other Income and (Deductions), net		351			(1,609	)		(17	)
Interest Charges, net		23,292			22,784			9,111
Equity in earnings of subsidiaries		117,083			113,081			77,208
Income Before Income Taxes		95,010			88,177			42,050
Income Taxes		(8,691	)		(11,533	)		(12,807	)
Net Income		103,701			99,710			54,857
Net Income Attributable to Noncontrolling Interest		64			54			3
Net Income Attributable to Controlling Interest	$	103,637		$	99,656		$	54,854
Average Number of Common Shares Outstanding - Basic		50,831			50,609			35,722
Average Number of Common Shares Outstanding - Diluted		51,108			50,926			36,083
Earnings Per Share of Common Stock - Basic:	$	2.04		$	1.96		$	1.53
Earnings Per Share of Common Stock - Diluted:	$	2.02		$	1.95		$	1.52

UIL HOLDINGS CORPORATION (PARENT)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

(In Thousands)

	2012			2011			2010
Net Income	$	103,701		$	99,710		$	54,857
Other Comprehensive Income (Loss)		(74	)		(541	)		166
Comprehensive Income (Loss)		103,627			99,169			55,023
Less:
Preferred Stock Dividends of Subsidiary, Noncontrolling Interests		64			54			3
Comprehensive Income Attributable to UIL Holdings	$	103,563		$	99,115		$	55,020

S-1

UIL HOLDINGS CORPORATION (PARENT)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEET

AS OF DECEMBER 31, 2012 AND 2011

(In Thousands)

	December 31,		December 31,
	2012		2011
ASSETS
Current Assets
Unrestricted cash and temporary cash investments	$	115	$	2,664
Intercompany accounts receivable		3,264		6,398
Refundable taxes		24,101		-
Deferred income taxes		2,145		25,114
Other		4,553		16,697
Total Current Assets		34,178		50,873
Investments in Subsidiaries		1,689,917		1,546,033
Net Property, Plant and Equipment		60,588		27,870
Other Assets		6,095		7,434
Total Assets	$	1,790,778	$	1,632,210
LIABILITIES AND CAPITALIZATION
Current Liabilities
Line of credit borrowings	$	157,000	$	35,000
Accounts payable		22,242		10,325
Dividends payable		21,887		21,847
Other		21,079		19,970
Total Current Liabilities		222,208		87,142
Other Liabilities		4,934		3,928
Capitalization
Long-term debt, net of unamortized discount and premium		447,083		446,779
Net Common Stock Equity		1,116,553		1,094,361
Total Capitalization		1,563,636		1,541,140
Total Liabilities and Capitalization	$	1,790,778	$	1,632,210

S-2

UIL HOLDINGS CORPORATION (PARENT)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, AND 2010

(In Thousands)

	2012			2011			2010
Net Cash provided by Operating Activities	$	89,875		$	162,538		$	30,415
Cash Flows from Investing Activities
Acquisition of Gas Companies		-			11,211			(917,929	)
Plant expenditures		(29,689	)		(20,168	)		-
Capital contributions to subsidiaries		(100,000	)		(60,000	)		-
Other		304			18			-
Net Cash (used in) Investing Activities		(129,385	)		(68,939	)		(917,929	)
Cash Flows from Financing Activities
Issuance of common stock		1,943			200			502,220
Issuances of long-term debt		-			-			446,559
Payments on long-term debt		-			(49,286	)		(4,286	)
Line of credit borrowings (repayments), net		122,000			35,000			-
Payment of common stock dividend		(87,490	)		(87,274	)		(51,836	)
Other		508			(107	)		(3,931	)
Net Cash provided by (used in) Financing Activities		36,961			(101,467	)		888,726
Unrestricted Cash and Temporary Cash Investments:
Net change for the period		(2,549	)		(7,868	)		1,212
Balance at beginning of period		2,664			10,532			9,320
Balance at end of period	$	115		$	2,664		$	10,532

S-3

Note 1.  Basis of Presentation

The accompanying condensed financial statements of UIL Holdings Corporation (Parent) should be read in conjunction with the consolidated financial statements and notes thereto of UIL Holdings Corporation (“Registrant”) included in Part II, Item 8. of UIL Holdings’ Form 10-K for the fiscal year ended December 31, 2012, to which these financial statements are being filed as an amendment on September 10, 2013.

Note 2.  Capitalization and Short-Term Credit Arrangements

See Notes to Consolidated Financial Statements in the Registrant’s Form 10-K for the fiscal year ended December 31, 2012, which is incorporated herein by reference, for disclosure of Parent’s capitalization information as described in Note B “Capitalization” and of line of credit borrowings as described in Note D “Short-Term Credit Arrangements.”

Note 3.  Related Party Transactions

Parent revenues from services provided to its subsidiaries are shown as operating revenues in the accompanying statements of income.  Intercompany Accounts Receivables and Payables at December 31, 2012 and 2011 are not material.

Note 4.  Contingencies

For a discussion of material contingencies see “Item 8.  Notes to Consolidating Financial Statements – Note J Commitments and Contingencies” in the Registrant’s Form 10-K for the fiscal year ended December 31, 2012.

S-4