UIL (UIL) 8-K Regulation FD Disclosure

EXHIBIT 99.3

FINANCIAL STATEMENTS

OF

THE SOUTHERN CONNECTICUT GAS COMPANY

AS OF SEPTEMBER 30, 2013 AND DECEMBER 31, 2012 AND

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(UNAUDITED)

TABLE OF CONTENTS

	Page
	Number
Financial Statements:
Statement of Income for the three and nine months ended September 30, 2013 and 2012	3
Balance Sheet as of September 30, 2013 and December 31, 2012	4
Statement of Cash Flows for the nine months ended September 30, 2013 and 2012	6
Statement of Changes in Shareholder’s Equity	7

2

STATEMENT OF INCOME

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Operating Revenues	$	47,360		$	51,925		$	260,111		$	217,983
Operating Expenses
Operation
Natural gas purchased		18,085			26,050			135,468			109,005
Operation and maintenance		15,405			16,991			51,952			46,110
Depreciation and amortization		7,289			6,919			27,522			26,736
Taxes - other than income taxes		4,059			3,665			16,105			13,881
Total Operating Expenses		44,838			53,625			231,047			195,732
Operating Income		2,522			(1,700	)		29,064			22,251
Other Income and (Deductions), net		29			3			(513	)		1,169
Interest Charges, net
Interest on long-term debt		3,344			3,344			10,031			10,031
Other interest, net		192			126			767			375
		3,536			3,470			10,798			10,406
Amortization of debt expense and redemption premiums		76			76			229			229
Total Interest Charges, net		3,612			3,546			11,027			10,635
Income (Loss) Before Income Taxes		(1,061	)		(5,243	)		17,524			12,785
Income Taxes		(391	)		(2,843	)		7,149			4,327
Net Income (Loss)	$	(670	)	$	(2,400	)	$	10,375		$	8,458

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013		2012
Net Income (Loss)	$	(670	)	$	(2,400	)	$	10,375	$	8,458
Other Comprehensive Income, net		247			328			481		595
Comprehensive Income (Loss)	$	(423	)	$	(2,072	)	$	10,856	$	9,053

3

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

ASSETS

(In Thousands)

(Unaudited)

	September 30,		December 31,
	2013		2012
Current Assets
Unrestricted cash and temporary cash investments	$	2,131	$	7,357
Accounts receivable less allowance of $4,500 and $2,600, respectively		47,016		68,646
Intercompany receivable		19,000		2,000
Unbilled revenues		5,522		18,339
Current regulatory assets		17,317		21,456
Natural gas in storage, at average cost		38,676		36,922
Deferred income taxes		1,910		3,139
Prepayments		3,318		1,391
Other		3,568		3,131
Total Current Assets		138,458		162,381
Other investments		9,819		8,930
Net Property, Plant and Equipment		521,194		499,940
Regulatory Assets (future amounts owed from customers through the ratemaking process)		129,003		142,190
Deferred Charges and Other Assets
Unamortized debt issuance expenses		4,121		4,351
Deferred income taxes		-		638
Goodwill		134,931		134,931
Other		-		844
Total Deferred Charges and Other Assets		139,052		140,764
Total Assets	$	937,526	$	954,205

4

THE SOUTHERN CONNECTICUT GAS COMPANY

BALANCE SHEET

LIABILITIES AND CAPITALIZATION

(In Thousands)

(Unaudited)

	September 30,			December 31,
	2013			2012
Current Liabilities
Current portion of long-term debt	$	2,517		$	2,517
Accounts payable		24,248			40,300
Dividends payable		8,000			-
Accrued liabilities		17,761			18,089
Current regulatory liabilities		3,470			2,249
Taxes accrued		9,340			5,953
Interest accrued		1,697			1,941
Total Current Liabilities		67,033			71,049
Deferred Income Taxes (future tax liabilities owed to taxing authorities)		1,545			-
Regulatory Liabilities (future amounts owed to customers through the ratemaking process)		167,508			160,675
Other Noncurrent Liabilities
Pension accrued		44,584			54,803
Other post-retirement benefits accrued		18,111			19,215
Other		14,814			16,300
Total Other Noncurrent Liabilities		77,509			90,318
Commitments and Contingencies
Capitalization
Long-term debt		233,827			235,715
Common Stock Equity
Common stock		18,761			18,761
Paid-in capital		379,737			396,937
Accumulated deficit		(8,310	)		(18,685	)
Accumulated other comprehensive loss		(84	)		(565	)
Net Common Stock Equity		390,104			396,448
Total Capitalization		623,931			632,163
Total Liabilities and Capitalization	$	937,526		$	954,205

5

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2013			2012
Cash Flows From Operating Activities
Net income	$	10,375		$	8,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,751			26,965
Deferred income taxes		1,925			692
Pension expense		6,384			5,062
Deferred purchased gas		6,785			8,159
Other non-cash items, net		6,078			11,146
Changes in:
Accounts receivable, net		19,730			(8,321	)
Unbilled revenues		12,817			9,212
Prepayments		(1,927	)		474
Natural gas in storage		(1,754	)		9,065
Accounts payable		(16,134	)		(10,627	)
Interest accrued		(243	)		(217	)
Accrued pension		(15,369	)		(13,354	)
Taxes accrued		3,387			(375	)
Accrued liabilities		(736	)		7,991
Other assets		888			(1,480	)
Other liabilities		(4,283	)		(1,841	)
Total Adjustments		45,299			42,551
Net Cash provided by Operating Activities		55,674			51,009
Cash Flows from Investing Activities
Plant expenditures including AFUDC debt		(34,700	)		(26,660	)
Intercompany receivable		(17,000	)		(11,000	)
Net Cash used in Investing Activities		(51,700	)		(37,660	)
Cash Flows from Financing Activities
Payment of common stock dividend		-			(19,000	)
Distribution of capital		(9,200	)		-
Net Cash used in Financing Activities		(9,200	)		(19,000	)
Unrestricted Cash and Temporary Cash Investments:
Net change for the period		(5,226	)		(5,651	)
Balance at beginning of period		7,357			6,335
Balance at end of period	$	2,131		$	684
Non-cash investing activity:
Plant expenditures included in ending accounts payable	$	1,405		$	865

6

THE SOUTHERN CONNECTICUT GAS COMPANY

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

September 30, 2013

(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, 2012		1,407,072	$	18,761		$	396,937		$	(18,685	)	$	(565	)	$	396,448
Net income										10,375						10,375
Other comprehensive income, net of tax													481			481
Distribution of capital							(17,200	)								(17,200	)
Balance as of September 30, 2013		1,407,072	$	18,761		$	379,737		$	(8,310	)	$	(84	)	$	390,104

7