UIL (UIL) 8-K Regulation FD Disclosure

Exhibit 99.3

CONSOLIDATED FINANCIAL STATEMENTS

OF

THE SOUTHERN CONNECTICUT GAS COMPANY

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014 AND

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(UNAUDITED)

TABLE OF CONTENTS

	Page Number
Consolidated Financial Statements:
Consolidated Statement of Income for the three and nine months ended September 30, 2015 and 2014	3
Consolidated Balance Sheet as of September 30, 2015 and December 31, 2014	4
Consolidated Statement of Cash Flows for the nine months ended September 30, 2015 and 2014	6
Consolidated Statement of Changes in Shareholder’s Equity	7

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THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF INCOME

(In Thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015		2014
Operating Revenues	$	46,124		$	45,420		$	248,319	$	279,204
Operating Expenses
Operation
Natural gas purchased		14,075			14,166			104,180		141,081
Operation and maintenance		19,894			19,884			58,390		58,744
Depreciation and amortization		7,597			7,372			27,821		27,431
Taxes - other than income taxes		4,109			4,399			17,576		17,884
Total Operating Expenses		45,675			45,821			207,967		245,140
Operating Income		449			(401	)		40,352		34,064
Other Income and (Deductions), net		1,040			284			996		(1,410	)
Interest Charges, net
Interest on long-term debt		3,344			3,344			10,031		10,031
Other interest, net		60			151			309		444
		3,404			3,495			10,340		10,475
Amortization of debt expense and redemption premiums		77			76			231		229
Total Interest Charges, net		3,481			3,571			10,571		10,704
Income (Loss) Before Income Taxes		(1,992	)		(3,688	)		30,777		21,950
Income Taxes		(1,142	)		(2,118	)		11,230		8,726
					-
Net Income (Loss)	$	(850	)	$	(1,570	)	$	19,547	$	13,224

THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Income (Loss)	$	(850	)	$	(1,570	)	$	19,547		$	13,224
Other Comprehensive Income (Loss), net of income taxes
Changes in unrealized gains(losses) related to pension and other post-retirement benefit plans		(368	)		(104	)		(280	)		127
Comprehensive Income	$	(1,218	)	$	(1,674	)	$	19,267		$	13,351

Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG).  The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.

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THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED BALANCE SHEET

ASSETS

(In Thousands)

(Unaudited)

	September 30, 2015		December 31, 2014
Current Assets
Unrestricted cash and temporary cash investments	$	4,960	$	428
Accounts receivable less allowance of $1,300 and $1,400, respectively		47,203		61,093
Unbilled revenues		7,356		22,310
Current regulatory assets		21,979		21,642
Natural gas in storage, at average cost		32,004		42,866
Materials and supplies, at average cost		2,595		2,060
Refundable taxes		12,653		5,172
Prepayments		2,730		782
Other		6		278
Total Current Assets		131,486		156,631
Other investments		10,517		10,832
Net Property, Plant and Equipment		621,905		592,484
Regulatory Assets		91,841		101,178
Deferred Charges and Other Assets
Unamortized debt issuance expenses		3,508		3,739
Goodwill		134,931		134,931
Total Deferred Charges and Other Assets		138,439		138,670
Total Assets	$	994,188	$	999,795

Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG).  The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.

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THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED BALANCE SHEET

LIABILITIES AND CAPITALIZATION

(In Thousands)

(Unaudited)

	September 30, 2015			December 31, 2014
Current Liabilities
Current portion of long-term debt	$	2,517		$	2,517
Accounts payable		28,272			46,352
Accrued liabilities		15,921			14,927
Current regulatory liabilities		3,138			5,360
Deferred income taxes		10,942			8,458
Interest accrued		1,528			2,437
Taxes accrued		2,175			4,333
Intercompany payable		17,000			15,000
Total Current Liabilities		81,493			99,384
Deferred Income Taxes		28,942			17,398
Regulatory Liabilities		162,041			157,720
Other Noncurrent Liabilities
Pension accrued		37,218			42,496
Other post-retirement benefits accrued		15,849			16,743
Other		14,241			14,029
Total Other Noncurrent Liabilities		67,308			73,268
Commitments and Contingencies
Capitalization
Long-term debt, net of unamortized premium		228,793			230,681
Noncontrolling interest (Note A)		20,369			20,369
Common Stock Equity
Common stock		18,761			18,761
Paid-in capital		369,737			369,737
Retained earnings		17,265			12,718
Accumulated other comprehensive income		(521	)		(241	)
Net Common Stock Equity		405,242			400,975
Total Capitalization		634,035			652,025
Total Liabilities and Capitalization	$	994,188		$	999,795

Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG).  The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.

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THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended September 30,
	2015			2014
Cash Flows From Operating Activities
Net income	$	19,547		$	13,224
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,051			27,659
Deferred income taxes		13,667			3,423
Pension expense		4,032			5,031
Regulatory activity, net		(2,990	)		19,353
Other non-cash items, net		(555	)		(451	)
Changes in:
Accounts receivable, net		13,990			21,576
Unbilled revenues		14,954			15,559
Natural gas in storage		10,862			(987	)
Prepayments		(1,910	)		(425	)
Accounts payable		(18,005	)		(21,861	)
Interest accrued		(909	)		(260	)
Taxes accrued/refundable, net		(9,419	)		(3,104	)
Accrued liabilities		994			2,442
Accrued pension		(8,419	)		(6,632	)
Accrued other post-employment benefits		(1,785	)		(1,818	)
Other assets		307			1,573
Other liabilities		(305	)		1,874
Total Adjustments		42,560			62,952
Net Cash provided by Operating Activities		62,107			76,176
Cash Flows from Investing Activities
Plant expenditures including AFUDC debt		(44,575	)		(36,517	)
Net Cash used in Investing Activities		(44,575	)		(36,517	)
Cash Flows from Financing Activities
Payment of common stock dividend		(15,000	)		(11,200	)
Distribution of Capital		-			(8,500	)
Intercompany payable		2,000			(16,000	)
Net Cash used in provided by Financing Activities		(13,000	)		(35,700	)
Unrestricted Cash and Temporary Cash Investments:
Net change for the period		4,532			3,959
Balance at beginning of period		428			7,701
Balance at end of period	$	4,960		$	11,660
Non-cash investing activity:
Plant expenditures included in ending accounts payable	$	4,387		$	1,523

Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG).  The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.

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THE SOUTHERN CONNECTICUT GAS COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

September 30, 2015

(Thousands of Dollars)

	Common Stock				Paid-in		Retained Earnings (Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Capital		Deficit)			Income (Loss)			Total
Balance as of December 31, 2014		1,407,072	$	18,761	$	369,737	$	12,718		$	(241	)	$	400,975
Net income								19,547						19,547
Other comprehensive loss, net of income taxes											(280	)		(280	)
Payment of common stock dividend								(15,000	)					(15,000	)
Balance as of September 30, 2015		1,407,072	$	18,761	$	369,737	$	17,265		$	(521	)	$	405,242

Connecticut Energy Corporation, a wholly owned subsidiary of UIL Holdings Corporation, is a holding company whose sole business is ownership of the Southern Connecticut Gas Company (SCG).  The Consolidated Financial Statements of SCG include the accounts of all variable interest entities where SCG has been determined to be the primary beneficiary including the Milford LNG facility owned by United Resources, Inc., a wholly owned subsidiary of UIL Holdings Corporation.

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