BUSINESS ORGANIZATION AND STATEMENT OF ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 |
BUSINESS ORGANIZATION AND STATEMENT OF ACCOUNTING POLICIES [Abstract] | |
BUSINESS ORGANIZATION AND STATEMENT OF ACCOUNTING POLICIES | (A) | BUSINESS ORGANIZATION AND STATEMENT OF ACCOUNTING POLICIES | | | | | | | | | |
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UIL Holdings is headquartered in New Haven, Connecticut, where its senior management maintains offices and is responsible for overall planning, operating and financial functions. The primary business of UIL Holdings is ownership of its operating regulated utility businesses. The utility businesses consist of the electric distribution and transmission operations of The United Illuminating Company (UI) and the natural gas transportation, distribution and sales operations of The Southern Connecticut Gas Company (SCG), Connecticut Natural Gas Corporation (CNG) and The Berkshire Gas Company (Berkshire, and together with SCG and CNG, the Gas Companies). |
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UI is also a party to a joint venture with certain affiliates of NRG Energy, Inc. (NRG affiliates) pursuant to which UI holds 50% of the membership interests in GCE Holding LLC, whose wholly owned subsidiary, GenConn Energy LLC (collectively with GCE Holding LLC, GenConn) operates peaking generation plants in Devon, Connecticut (GenConn Devon) and Middletown, Connecticut (GenConn Middletown). |
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Basis of Presentation |
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The financial statements of UIL Holdings are prepared on a consolidated basis and therefore include the accounts of UIL Holdings’ majority-owned subsidiaries noted above. Intercompany accounts and transactions have been eliminated in consolidation. The year‑end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). Certain information and footnote disclosures, which are normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted in accordance with Securities and Exchange Commission (SEC) rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading. The information presented in the Consolidated Financial Statements reflects all adjustments which, in our opinion, are necessary for a fair statement of the financial position and results of operations for the interim periods described herein. All such adjustments are of a normal and recurring nature. The results for the three-month period March 31, 2015 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2015. |
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Proposed Merger with Iberdrola USA |
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On February 25, 2015, we announced that UIL Holdings had entered into a definitive merger agreement (the Agreement) with Iberdrola USA and its wholly-owned subsidiary, Green Merger Sub, Inc. (merger sub) under which Iberdrola USA will acquire UIL Holdings through a merger of UIL Holdings with and into merger sub and merger sub being the surviving corporation (the merger). Merger sub will change its name to UIL Holdings Corporation and remain a direct or indirect wholly-owned subsidiary of Iberdrola USA. Iberdrola USA will then become a newly listed U.S. publicly-traded company. In connection with the merger, each issued and outstanding share of the common stock of UIL Holdings will be converted into the right to receive one validly issued share of common stock of the newly listed company and $10.50 in cash. Immediately following the consummation of the merger, former holders of UIL Holdings’ common stock will own approximately 18.5% of the newly listed company. The merger is subject to certain closing conditions, including the approval of the shareowners of UIL Holdings and approvals from the Connecticut Public Utilities Regulatory Authority (PURA), the Massachusetts Department of Public Utilities (DPU), the Federal Energy Regulatory Commission (FERC), the Committee on Foreign Investments in the United States and the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), which period was terminated on April 7, 2015. For further discussion of the regulatory approval process, see Note (C) “Regulatory Proceedings.” |
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We currently expect that the merger will close promptly after satisfaction or waiver of all closing conditions, including receipt of shareowner approval and all regulatory approvals, and not later than December 31, 2015. There are no assurances that the merger will be consummated on the currently expected timetable or at all. Unless stated otherwise, all forward-looking information contained in this report does not take into account or give any effect to the impact of the proposed merger. |
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For the three months ended March 31, 2015, UIL Holdings incurred pre-tax merger-related expenses of approximately $6.7 million which represented legal, investment banking, and other merger-related costs. |
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Further information concerning the proposed merger will be included in a proxy statement/prospectus contained in a registration statement on Form S-4 to be filed with the SEC in the second quarter of 2015 in connection with the proposed merger. |
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Philadelphia Gas Works |
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In March 2014, UIL Holdings entered into an Asset Purchase Agreement (the Asset Purchase Agreement) with the City of Philadelphia pursuant to which UIL Holdings, through a wholly-owned subsidiary, was to acquire the operating assets and assume certain liabilities of Philadelphia Gas Works. The proposed acquisition was subject to the satisfaction or waiver of certain customary and other closing conditions for transactions of this type, including approval from the Philadelphia City Council. In light of the City Council’s October 2014 announcement to not endorse the proposed acquisition, we exercised our contractual right to terminate the Asset Purchase Agreement in December 2014. |
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For the three months ended March 31, 2014, UIL Holdings incurred pre-tax acquisition-related expenses of approximately $11.5 million, $5.1 million of which represented legal, investment banking, and due diligence costs that are included in operating expenses and $6.4 million of which is a fee associated with a Bridge Term Loan Agreement that is included in other income and (deductions) in the Consolidated Statement of Income. |
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Derivatives |
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UIL Holdings’ regulated subsidiaries are parties to contracts, and involved in transactions, that are derivatives. |
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Contracts for Differences (CfDs) |
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Pursuant to Connecticut’s 2005 Energy Independence Act, PURA solicited bids to create new or incremental capacity resources in order to reduce federally mandated congestion charges, and selected four new capacity resources. To facilitate the transactions between the selected capacity resources and Connecticut electric customers, and provide the commitment necessary for owners of these resources to obtain necessary financing, PURA required that UI and The Connecticut Light and Power Company (CL&P) execute long-term contracts with the selected resources. In August 2007, PURA approved four CfDs, each of which specifies a capacity quantity and a monthly settlement that reflects the difference between a forward market price and the contract price. UI executed two of the contracts and CL&P executed the other two contracts. The costs or benefits of each contract will be paid by or allocated to customers and will be subject to a cost-sharing agreement between UI and CL&P pursuant to which approximately 20% of the cost or benefit is borne by or allocated to UI customers and approximately 80% is borne by or allocated to CL&P customers. |
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PURA has determined that costs associated with these CfDs will be fully recoverable by UI and CL&P through electric rates, and in accordance with ASC 980 “Regulated Operations,” UI has deferred recognition of costs (a regulatory asset) or obligations (a regulatory liability). The CfDs are marked-to-market in accordance with ASC 815 “Derivatives and Hedging.” For those CfDs signed by CL&P, UI records its approximate 20% portion pursuant to the cost-sharing agreement noted above. As of March 31, 2015, UI has recorded a gross derivative asset of $26.4 million ($5.4 million of which is related to UI’s portion of the CfD signed by CL&P), a regulatory asset of $78.0 million, a gross derivative liability of $99.2 million ($72.9 million of which is related to UI’s portion of the CfD signed by CL&P) and a regulatory liability of $5.3 million. See Note (K) “Fair Value of Financial Instruments” for additional CfD information. |
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The gross derivative assets and liabilities as of March 31, 2015 and December 31, 2014 were as follows: |
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| | March 31, | | | December 31, | | | |
2015 | 2014 | | |
| | (In Thousands) | | | |
Gross derivative assets: | | | | | | | | |
Current Assets | | $ | 6,847 | | | $ | 6,849 | | | |
Deferred Charges and Other Assets | | $ | 19,583 | | | $ | 20,421 | | | |
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Gross derivative liabilties: | | | | | | | | | | |
Current Liabilities | | $ | 23,193 | | | $ | 23,308 | | | |
Noncurrent Liabilities | | $ | 76,008 | | | $ | 61,766 | | | |
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The unrealized gains and losses from fair value adjustments to these derivatives, which are recorded in regulatory assets or regulatory liabilities, for three-month periods ended March 31, 2015 and 2014 were as follows: |
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| | Three Months Ended | | | |
March 31, | | |
| | 2015 | | | 2014 | | | |
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Regulatory Assets - Derivative liabilities | | $ | 13,769 | | | $ | (71,619 | ) | | |
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Regulatory Liabilities - Derivative assets | | $ | 1,197 | | | $ | (2,942 | ) | | |
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The fluctuations in the balances of the derivatives as well as the related unrealized gains in the three-month period ended March 31, 2015 compared to the three-month period ended March 31, 2014 are primarily due to fluctuations in forward prices for capacity and reserves. |
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Earnings per Share |
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The following table presents a reconciliation of the basic and diluted earnings per share calculations for the three‑month periods ended March 31, 2015 and 2014: |
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| | 2015 | | | 2014 | | | |
| | (In Thousands, except per share amounts) | | | |
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Numerator: | | | | | | | | |
Net income attributable to UIL Holdings | | $ | 57,602 | | | $ | 55,452 | | | |
Less: Net income allocated to unvested units | | | 33 | | | | 30 | | | |
Net income attributable to common shareholders | | $ | 57,569 | | | $ | 55,422 | | | |
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Denominator: | | | | | | | | | | |
Basic average number of shares outstanding | | | 56,881 | | | | 56,779 | | | |
Effect of dilutive securities (1) | | | 303 | | | | 264 | | | |
Diluted average number of shares outstanding | | | 57,184 | | | | 57,043 | | | |
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Earnings per share: | | | | | | | | | | |
Basic | | $ | 1.01 | | | $ | 0.98 | | | |
Diluted | | $ | 1.01 | | | $ | 0.97 | | | |
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| -1 | Includes unvested restricted stock and performance shares. | | | | | | | | |
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Equity Investments |
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UI is party to a 50-50 joint venture with the NRG affiliates in GenConn, which operates two peaking generation plants in Connecticut. UI’s investment in GenConn is being accounted for as an equity investment, the carrying value of which was $111.7 million and $114.2 million as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, there was an immaterial amount of undistributed earnings from UI’s equity investment in GenConn. |
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UI’s pre-tax income from its equity investment in GenConn was $2.9 million and $3.4 million for the three-month periods ending March 31, 2015 and 2014, respectively. |
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Cash distributions from GenConn are reflected as either distributions of earnings or as returns of capital in the operating and investing sections of the Consolidated Statement of Cash Flows, respectively. UI received cash distributions from GenConn of $5.4 million in each of the three-month periods ending March 31, 2015 and 2014. |
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Regulatory Accounting |
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Unless otherwise stated below, all of our regulatory assets earn a return. Our regulatory assets and liabilities as of March 31, 2015 and December 31, 2014 included the following: |
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| | Remaining | | March 31, | | | December 31, | |
Period | 2015 | 2014 |
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Regulatory Assets: | | | | | | | | |
Unamortized redemption costs | | 7 to 19 years | | | 10,298 | | | | 10,499 | |
Pension and other post-retirement benefit plans | | (a) | | | 403,358 | | | | 402,700 | |
Environmental remediation costs | | 7 years | | | 14,127 | | | | 13,197 | |
Hardship programs | | (b) | | | 19,661 | | | | 24,744 | |
Debt premium | | 2 to 23 years | | | 26,229 | | | | 27,498 | |
Income taxes due principally to book-tax differences | | (c) | | | 166,039 | | | | 164,466 | |
Unfunded future income taxes | | (d) | | | 15,555 | | | | 14,859 | |
Contracts for differences | | (e) | | | 78,045 | | | | 64,276 | |
Deferred transmission expense | | (f) | | | 20,981 | | | | 17,387 | |
Other | | (g) | | | 33,099 | | | | 40,336 | |
Total regulatory assets | | | | | 787,392 | | | | 779,962 | |
Less current portion of regulatory assets | | | | | 87,071 | | | | 92,764 | |
Regulatory Assets, Net | | | | $ | 700,321 | | | $ | 687,198 | |
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Regulatory Liabilities: | | | | | | | | | | |
Accumulated deferred investment tax credits | | 29 years | | $ | 4,282 | | | $ | 4,319 | |
Excess generation service charge | | (h) | | | 16,825 | | | | 28,692 | |
Middletown/Norwalk local transmission network service collections | | 35 years | | | 20,685 | | | | 20,828 | |
Pension and other post-retirement benefit plans | | (a) | | | 8,722 | | | | 9,536 | |
Asset retirement obligation | | (i) | | | 7,247 | | | | 7,248 | |
Low income programs | | (j) | | | 22,253 | | | | 19,065 | |
Asset removal costs | | (i) | | | 340,236 | | | | 336,028 | |
Unfunded future income taxes | | (d) | | | 26,848 | | | | 26,318 | |
Contracts for differences | | (e) | | | 5,274 | | | | 6,472 | |
Deferred purchased gas | | (k) | | | 6,511 | | | | 4,736 | |
Non-firm margin sharing credits | | 9 years | | | 13,505 | | | | 8,933 | |
Other | | (g) | | | 42,324 | | | | 36,747 | |
Total regulatory liabilities | | | | | 514,712 | | | | 508,922 | |
Less current portion of regulatory liabilities | | | | | 23,557 | | | | 17,026 | |
Regulatory Liabilities, Net | | | | $ | 491,155 | | | $ | 491,896 | |
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(a) | Life is dependent upon timing of final pension plan distribution; balance, which is fully offset by a corresponding asset/liability, is recalculated each year in accordance with ASC 715 "Compensation-Retirement Benefits." See Note (G) “Pension and Other Benefits” for additional information. | | | | | | | | | |
(b) | Hardship customer accounts deferred for future recovery to the extent they exceed the amount in rates. | | | | | | | | | |
(c) | Amortization period and/or balance vary depending on the nature and/or remaining life of the underlying assets/liabilities. | | | | | | | | | |
(d) | The balance will be extinguished when the asset, which is fully offset by a corresponding liability, or liability has been realized or settled, respectively. | | | | | | | | | |
(e) | Asset life is equal to delivery term of related contracts (which vary from approximately 5 - 12 years); balance fluctuates based upon quarterly market analysis performed on the related derivatives (Note K); amount, which does not earn a return, is fully offset by corresponding derivative asset/liability. See “-Contracts for Differences” discussion above for additional information. | | | | | | | | | |
(f) | Regulatory asset or liability which defers transmission income or expense and fluctuates based upon actual revenues and revenue requirements. | | | | | | | | | |
(g) | Amortization period and/or balance vary depending on the nature, cost of removal and/or remaining life of the underlying assets/liabilities; asset amount includes certain amounts that are not currently earning a return; liability amount includes decoupling of $9.6 million. | | | | | | | | | |
(h) | Regulatory asset or liability which defers generation-related and nonbypassable federally mandated congestion costs or revenues for future recovery from or return to customers. Amount fluctuates based upon timing differences between revenues collected from rates and actual costs incurred. | | | | | | | | | |
(i) | The liability will be extinguished simultaneous with the retirement of the assets and settlement of the corresponding asset retirement obligation. | | | | | | | | | |
(j) | Various hardship and payment plan programs approved for recovery. | | | | | | | | | |
(k) | Deferred purchased gas costs balances at the end of the rate year are normally recorded/returned in the next year. | | | | | | | | | |
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Stock-Based Compensation |
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Pursuant to the UIL Holdings 2008 Stock and Incentive Compensation Plan (2008 Stock Plan), 94,410 restricted stock units were granted to certain members of management in March 2015; the average of the high and low market prices on the grant date, which approximate fair value, was $49.72 per share. |
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Also in March 2015, we granted a total of 1,584 shares of restricted stock to our President and Chief Executive Officer under the 2008 Stock Plan and in accordance with his employment agreement; the average of the high and low market price on the date of grant, which approximates fair value, was $49.72 per share. Such shares vest in equal annual installments over a five-year period. |
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Total stock-based compensation expense for the three-month periods ended March 31, 2015 and 2014 $3.7 million and $2.5 million, respectively. |
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Variable Interest Entities |
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We have identified GenConn as a variable interest entity (VIE), which is accounted for under the equity method. UIL Holdings is not the primary beneficiary of GenConn, as defined in ASC 810 “Consolidation,” because it shares control of all significant activities of GenConn with its joint venturer, NRG affiliates. As such, GenConn is not subject to consolidation. GenConn recovers its costs through CfDs, which are cost of service-based and have been approved by PURA. As a result, with the achievement of commercial operation by GenConn Devon and GenConn Middletown, our exposure to loss is primarily related to the potential for unrecovered GenConn operating or capital costs in a regulatory proceeding, the effect of which would be reflected in the carrying value of our 50% ownership position in GenConn and through “Income from Equity Investments” in UIL Holdings’ Consolidated Financial Statements. Such exposure to loss cannot be determined at this time. For further discussion of GenConn, see “–Equity Investments” as well as Note (C) “Regulatory Proceedings – Electric Distribution and Transmission – Equity Investment in Peaking Generation.” |
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We have identified the selected capacity resources with which UI has CfDs as VIEs and have concluded that UI is not the primary beneficiary as UI does not have the power to direct any of the significant activities of these capacity resources. As such, we have not consolidated the selected capacity resources. UI’s maximum exposure to loss through these agreements is limited to the settlement amount under the CfDs as described in “–Derivatives – Contracts for Differences (CfDs)” above; however any such losses are fully recoverable through electric rates. UI has no requirement to absorb additional losses nor has UI provided any financial or other support during the periods presented that were not previously contractually required. |
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We have identified the entities for which UI is required to enter into long-term contracts to purchase Renewable Energy Credits (RECs) as VIEs. In assessing these contracts for VIE identification and reporting purposes, we have aggregated the contracts based on similar risk characteristics and significance to UI. UI is not the primary beneficiary as UI does not have the power to direct any of the significant activities of these entities. UI’s exposure to loss is primarily related to the purchase and resale of the RECs, but, any losses incurred are recoverable through electric rates. For further discussion of RECs, see Note (C) “Regulatory Proceedings – Electric Distribution and Transmission – New Renewable Source Generation.” |
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New Accounting Pronouncements |
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In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, “Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015 and is to be applied retrospectively. The effect that adopting this new accounting guidance will have on our consolidated financial statements will be reductions in both Deferred Charges and Other Assets and Long-term debt on the consolidated balance sheet. This effect is not expected to be material to UIL Holdings’ consolidated financial statements. |
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In April 2015, the FASB issued a proposal to defer by one year the effective date of ASU 2014-09 which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. A final decision is expected in the second quarter of 2015. We are currently evaluating the effect that adopting this new accounting guidance will have on our consolidated financial statements. |