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UIL > SEC Filings for UIL > Form 10-Q on 4-Nov-2013All Recent SEC Filings

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Form 10-Q for UIL HOLDINGS CORP


4-Nov-2013

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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. Such forward-looking statements are based on management'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, gas and other products and services, unanticipated weather conditions, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental, and technological factors affecting the operations, markets, products and services of UIL Holdings' subsidiaries, The United Illuminating Company, The Southern Connecticut Gas Company, Connecticut Natural Gas Corporation and The Berkshire Gas Company. The foregoing and other factors are discussed and should be reviewed in our most recent Annual Report on Form 10-K for the year ended December 31, 2012, as amended, and other subsequent filings with the Securities and Exchange Commission. Forward-looking statements included herein speak only as of the date hereof and we undertake 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.

MAJOR INFLUENCES ON FINANCIAL CONDITION

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).

UI is also party to a 50-50 joint venture with certain affiliates of NRG Energy, Inc. (NRG affiliates) in GCE Holding LLC, whose wholly owned subsidiary, GenConn Energy LLC (collectively GenConn), operates two peaking generation plants in Connecticut.

Electric Distribution and Transmission

UI is an electric distribution and transmission utility whose structure and operations are significantly affected by legislation and regulation. UI's rates and authorized return on equity (ROE) are regulated by the Connecticut Public Utilities Regulatory Authority (PURA) and the Federal Energy Regulatory Commission (FERC). Legislation and regulatory decisions implementing legislation establish a framework for UI's operations. Other factors affecting UI's financial results are operational matters, such as the ability to manage expenses, uncollectibles and capital expenditures, in addition to sales volume and major weather disturbances. Sales volume is not expected to have an impact on distribution earnings as a result of the decoupling mechanism in place for UI. UI expects to continue to make capital investments in its distribution and transmission infrastructure as appropriate and necessary.

Rates

On February 15, 2013, UI filed an application to amend its existing distribution rate schedules for two rate years. Included in this request is the initiation of the recovery of UI's storm regulatory asset of approximately $53 million for previously incurred storm costs not included in rates. UI's application proposed a six-year recovery period for these costs along with the establishment of a storm reserve of $2 million per year to help address future storm costs, and the ability to defer additional storm costs above the reserve amount as a regulatory asset for recovery in a future proceeding. UI does not currently have a storm reserve funded in rates. In addition, UI proposed to use revenue from other sources, such as the 2010 and 2012 earnings sharing amounts owed to customers along with anticipated excess CTA revenue collections, to recover increased distribution revenue requirements through the end of 2013, which would allow the implementation of the proposed distribution rate increase to be deferred until January 1, 2014 coincident with the expiration of the CTA.

On August 14, 2013, PURA issued a final decision which became effective on that date and which, among other things, increased the UI distribution and CTA allowed return on equity (ROE) from 8.75% to 9.15%, continued UI's existing earnings sharing mechanism by which UI and customers share on a 50/50 basis all distribution earnings above the allowed ROE in a calendar year, continued the existing decoupling mechanism, and approved the establishment of the

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requested storm reserve. Additionally, the final decision disallowed approximately $22 million related to deferred storm costs and capital costs related to UI's recently constructed administrative and operations buildings.
As a result of these disallowances and other adjustments related to the rate proceeding, UIL Holdings recorded a one-time pretax write off of $17.5 million related to UI in the third quarter of 2013.

On August 26, 2013, UI filed with PURA a Motion for Reconsideration of the Decision, seeking the correction of certain errors in the determination of UI's revenue requirements, along with the reconsideration of certain elements of the disallowed items discussed above. On September 18, 2013, PURA issued a decision to review UI's petition for reconsideration. The reconsideration to be undertaken by PURA could impact rates and the total amount written off in this quarter.

On September 30, 2013, PURA approved UI's revised distribution decoupling filings for the 2011 and 2012 rate years which included decoupling adjustments of $4.0 million and $6.4 million, respectively. UI began recovering these amounts from customers on October 1, 2013. The recovery period for the decoupling adjustments will run through September 30, 2014. On October 11, 2013, UI filed its distribution decoupling filing for the 2013 rate year under its previous rate case that ended on August 13, 2013 which included a decoupling adjustment of $0.9 million. UI proposes to begin recovery of this amount from customers on January 1, 2014. The recovery period for the decoupling adjustment is proposed to run through September 30, 2014.

Transmission Return on Equity (ROE)

PURA decisions do not affect the revenue requirements determination for transmission, including the applicable ROE, which are within the jurisdiction of the FERC. For 2013, UI is estimating an overall allowed weighted-average ROE for its transmission business in the range of 12.2% to 12.4%, excluding the potential impacts of the final outcome of the complaints discussed below.

In September 2011, several New England governmental entities, including PURA, the Connecticut Attorney General and the Connecticut Office of Consumer Counsel, filed a joint complaint with the FERC against ISO-NE and several New England transmission owners, including UI, claiming that the current approved base ROE used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by the New England transmission owners of 11.14% is not just and reasonable and seeking a proposed reduction of the base ROE to 9.20% to be effective for the period of October 1, 2011 through December 31, 2012. A 25 basis point change in the weighted-average ROE for UI's transmission business would change net income by approximately $0.6 million annually, for example.

On August 6, 2013, the presiding Administrative Law Judge issued an initial decision finding that the existing base ROE was unjust and unreasonable, and that the just and reasonable base ROE is 10.6% for the refund period of October 1, 2011 through December 31, 2012 and, for the period after a final opinion is issued by the FERC, 9.7%, prior to any adjustments that may be applied by the FERC in a final order based on the change in 10-year U.S. Treasury Bond rates from the date hearings closed to the date of the FERC's order. We expect the FERC to issue its final opinion in 2014. UI recorded a reserve for the refund period of $2.6 million during the third quarter based upon its assessment of the ultimate outcome of the proceeding.

In December 2012, various additional parties filed a complaint with the FERC against several New England transmission owners, including UI, seeking a proposed reduction of the base ROE to 8.70%, effective January 1, 2013. The transmission owners filed an answer and request for dismissal in January 2013, including opposition to the establishment of a second 15 month refund period because the complaint seeks substantially the same relief against the same respondents but for a different 15 month period as the pending complaint of governmental entities. The complainants filed their answer to the transmission owners' answer in February 2013. UI is unable to predict the outcome of this proceeding at this time.

Approval for the Issuance of Debt

Long-term debt issuances require regulatory authorization which is typically obtained for a specified amount of debt to be issued during a specified period of time.

UI has PURA approval for the issuance of up to $379 million principal amount of debt securities from 2010 through 2013 (the Proposed Notes). UI was authorized to use the proceeds from the sale of the Proposed Notes for the following purposes: (1) to finance capital expenditures; (2) the repayment of an equity bridge loan, the proceeds of

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which were used to finance UI's equity contribution in GenConn for the development and construction of GenConn Devon and GenConn Middletown; (3) to fund UI's pension plan; (4) to partially repay short­term borrowings that are incurred to temporarily fund the preceding needs; (5) to pay issuance costs related to the Proposed Notes; (6) to repay $103.5 million principal amount outstanding of pollution control revenue bonds, and (7) for general corporate purposes. UI has issued $378.5 million principal amount of senior unsecured notes pursuant to such PURA approval, $100 million of which were issued in July 2010, $103.5 million of which were issued in January 2012, $100 million of which were issued in April 2012, and $75 million of which were issued in October 2013.

Power Supply Arrangements

UI has wholesale power supply agreements in place for the supply of all of its standard service customers for all of 2013, and 30% for the first half of 2014.
Supplier of last resort service is procured on a quarterly basis. UI determined that its contracts for standard service and supplier of last resort service are derivatives under ASC 815 "Derivatives and Hedging" and elected the "normal purchase, normal sale" exception under ASC 815 "Derivatives and Hedging." UI regularly assesses the accounting treatment for its power supply contracts. These wholesale power supply agreements contain default provisions that include required performance assurance, including certain collateral obligations, in the event that UI's credit rating on senior debt were to fall below investment grade. If UI's credit rating were to decline one rating and UI were to be placed on negative credit watch, monthly amounts due and payable to the power suppliers would be accelerated to semi-monthly payments. UI's credit rating would have to decline two ratings to fall below investment grade at either rating service. If this were to occur, UI would have to deliver collateral security in an amount equal to the receivables due to the sellers for the thirty-day period immediately preceding the default notice. If such a situation had been in effect as of September 30, 2013, UI would have had to post an aggregate of approximately $7.7 million in collateral.

New Renewable Source Generation

Under a 2011 Connecticut law (PA 11-80), UI and CL&P are required to enter into long-term contracts to purchase renewable energy credits (RECs) from small renewable generators located on customer premises. Under this program, UI is required to enter into contracts totaling approximately $200 million in commitments over an approximate 21-year period. The obligations will phase in over a six-year solicitation period, and are expected to peak at an annual commitment level of about $13.6 million per year after six years. Upon purchase, the RECs will be accounted for as inventory. UI expects to partially mitigate the cost of the contracts through the resale of the RECs. PA 11-80 provides that the remaining costs of the contracts, including any gain or loss resulting from the resale of the RECs, are recoverable through electric rates.
In December 2011, UI and CL&P submitted a joint petition to PURA outlining a plan to address these requirements and in April 2012, PURA approved the program.
As of September 30, 2013, UI has entered into contracts totaling up to $2.9 million annually in payments for 15-year delivery terms commencing in 2013 and 2014.

Under PA 11-80 Connecticut electric utilities are authorized to submit a proposal to the Connecticut Department of Energy and Environmental Protection (DEEP) to build, own or operate one or more generation facilities up to 10 MW using Class I renewable energy. In December 2011, DEEP announced that it had selected two 5 MW solar projects in CL&P service territory and CL&P executed contracts with the developers to purchase energy and associated products from both projects. These contracts and the associated cost recovery have been approved by DEEP and PURA, respectively. UI and CL&P executed a sharing arrangement, pursuant to which UI will pay 20% of the costs, and receive 20% of the benefits, associated with the projects. Pursuant to PURA's approval of the cost recovery, the payments made to projects are recoverable through electric rates.

Additionally, in January 2012, UI filed a proposal with PURA outlining a framework for approval of UI's renewable connections program under which UI would develop up to 10 MW of renewable generation for recovery on a cost of service basis. PURA issued a final decision in July 2012 approving the construction of one solar facility and two fuel cell facilities. The decision approved an ROE equal to UI's then currently allowed distribution ROE, which was 8.75%, over the life of the facility. UI had requested an ROE of 9.5%. In September 2012, PURA reopened the proceeding on its own motion and issued interrogatories, responses to which were filed by UI. On August 28, 2013, UI and the Prosecutorial Division of PURA entered into a settlement agreement addressing the issues of disagreement, including balancing the risks of the projects with the ROE. On October 23, 2013, PURA approved the settlement. The settlement establishes a base ROE to be calculated as the greater of: (A) current UI distribution ROE plus 25 basis points; and (B) current authorized distribution ROE for CL&P less (-) target equivalent market revenues (reflected as 25 basis points).

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In addition, UI will retain a percentage of the market revenues from the project which percentage is expected to equate to approximately 25 basis points of the after-tax ROE. Under the settlement, UI agreed to submit to PURA the budget for the approximately 7.8 MW in projects identified in its January 2012 filing with PURA within three months and to submit project details and budgets for the remaining 2.2 MW within twelve months. If PURA fails to approve, or rejects or modifies the budget in any way, UI has the right to cancel the development of such project with no further liability. The Settlement also provides that construction of any of these projects will be subject to the receipt of all required permits and approvals acceptable in form and substance to UI.

Under Section 6 of Public Act 13-303 (PA 13-303), DEEP may direct Connecticut's electric distribution companies, including UI, to enter into contracts for energy and/or RECs from Class I renewable resources in a quantity up to 4% of UI's distribution load. On July 8, 2013, DEEP issued a request for proposals (RFP),and directed UI to enter into power purchase agreements with the winning bidders. On September 19, 2013 UI entered into contracts that are pending approval by PURA. The contracts are for 48.1 MW produced by a 250 MW wind farm in Maine, and 3.8 MW produced by a 20 MW solar project in Connecticut. The quantity of energy and RECs to be purchased under these contracts total approximately 3.5% of UI's distribution load. PA 13-303 provides that costs of any such agreement are recoverable from customers.

Under Section 8 of Public Act 13-303 (PA 13-303), DEEP may direct Connecticut's electric distribution companies, including UI, to enter into contracts for energy and/or RECs from biomass, landfill gas and small hydro projects that qualify as Connecticut Class I renewable resources in a quantity up to 4% of UI's distribution load. On October 21, 2013, DEEP issued an RFP and contracts are expected to be executed in December of 2013. PA 13-303 provides that costs of any such agreements are recoverable from customers.

Competitive Transition Assessment (CTA)

UI's CTA collection recovers costs that have been prudently incurred, or will be incurred, to meet UI's public service obligations and that will likely not otherwise be recoverable in a competitive market. These "stranded costs" include above-market long-term purchased power contract obligations, regulatory asset recovery and above-market investments in power plants. A portion of UI's earnings is generated by the authorized ROE portion of unamortized stranded costs in the CTA rate base. UI's after-tax earnings attributable to CTA for the nine-months ended September 30, 2013 and 2012 were $0.5 million and $1.8 million, respectively. A portion of UI's cash flow from operations is also generated from those earnings and from the recovery of the CTA rate base and other stranded costs. Cash flow from operations related to CTA amounted to $32.5 million and $31.5 million the nine-months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, UI's earnings generated from the CTA were substantially complete as the CTA rate base was fully amortized. As a result of the outcome of UI's 2013 distribution rate request, PURA approved UI's proposed rate treatment to leave CTA rates unchanged until January 1, 2014 at which point the charge will end.

New England East-West Solution

Pursuant to an agreement with CL&P (the Agreement), UI has the right to invest in, and own transmission assets associated with, the Connecticut portion of CL&P's New England East West Solution (NEEWS) projects to improve regional energy reliability. NEEWS consists of four inter-related transmission projects being developed by subsidiaries of Northeast Utilities (NU), the parent company of CL&P, in collaboration with National Grid USA. Three of the projects have portions located in Connecticut: (1) the Greater Springfield Reliability Project, which is substantially complete, (2) the Interstate Reliability Project, which has Connecticut Siting Council approval and (3) the Central Connecticut Reliability Project being studied now as part of the "Greater Hartford Central Connecticut Study" (GHCC) due to the expanded scope of ISO-NE's reassessment. GHCC transmission solutions are being considered and a set of preferred solutions are expected to be identified by ISO-NE in late 2013 or early 2014.

Under the terms of the Agreement, UI has the option to make quarterly deposits to CL&P in exchange for ownership of specific NEEWS transmission assets as they are placed in service. UI has the right to invest up to the greater of $60 million or an amount equal to 8.4% of CL&P's costs for the Connecticut portions of the NEEWS projects. Based upon the current projected costs, this amount is approximately $60 million. As assets are placed in service, CL&P will transfer title to certain NEEWS transmission assets to UI in proportion to its investments, but CL&P will continue to maintain these portions of the transmission system pursuant to an operating and maintenance agreement (O&M Agreement) with UI. Also, under the terms of the Agreement, there are certain circumstances under which CL&P can terminate the Agreement. Such termination would have no effect on the assets previously transferred to UI.

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Deposits associated with NEEWS are recorded as assets at the time the deposit is made and they are reported in the 'Other' line item within the Deferred Charges and Other Assets section of the consolidated balance sheet. When title to the assets is transferred to UI, the amount of the corresponding deposit is reclassified from other assets to plant-in-service on the balance sheet and shown as a non-cash investing activity in the consolidated statement of cash flows.

As of September 30, 2013, UI has made aggregate deposits of $34.5 million under the Agreement. In September 2012, CL&P transferred approximately $6.2 million of transmission assets associated with the Greater Springfield Reliability Project to UI, at which time the O&M Agreement became effective. In February 2013, CL&P transferred approximately $18.4 million of transmission assets, representing the remaining portion of the Greater Springfield Reliability Project, to UI. UI earned pre-tax income on deposits, net of transferred assets, of approximately $0.3 million and $0.4 million in the three-month periods ended September 30, 2013 and 2012, respectively. UI earned pre-tax income on deposits, net of transferred assets, of approximately $1.2 million and $1.1million in the nine-month periods ended September 30, 2013 and 2012, respectively.

Equity Investment in Peaking Generation

UI is party to a 50-50 joint venture with NRG affiliates in GenConn, which operates two peaking generation plants in Connecticut. The two peaking generation plants, GenConn Devon and GenConn Middletown, are both participating in the ISO-New England markets. PURA has approved revenue requirements for the period from January 1, 2013 through December 31, 2013 of $33.1 million and $40.2 million for GenConn Devon and GenConn Middletown, respectively. In addition, PURA has ruled that GenConn project costs incurred that were in excess of the proposed costs originally submitted in 2008 were prudently incurred and are recoverable. Such costs are included in the determination of the 2013 approved revenue requirements.

GenConn filed a rate case request with PURA on June 28, 2013, seeking approval of 2014 revenue requirements for the annual period commencing January 1, 2014 for both the GenConn Devon and GenConn Middletown facilities. A final decision on this request is expected by the end of 2013.

As of September 30, 2013, UI's equity investment in GenConn was $126.6 million and there was approximately $4.0 million of undistributed earnings.

UI's pre-tax income from its equity investment in GenConn was $11.6 million and $11.8 million for the nine-month periods ended September 30, 2013 and 2012, respectively. The decline in 2013 earnings compared to 2012 is primarily due to the absence in the first quarter 2013 of non-recurring adjustments recorded in the first quarter of 2012 largely relating to 2011. UI's pre-tax income from its equity investment in GenConn was $3.9 million and $3.4 million for the three­month periods ended September 30, 2013 and 2012, respectively.

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 $9.8 million and $17.6 million during the nine-month periods ended September 30, 2013 and 2012, respectively. Due to timing, UI did not receive any cash distributions from GenConn during the three­month period ended September 30, 2013 but received distributions of $8.2 million in October of 2013. UI received cash distributions from GenConn of $4.7 million during the three-month period ended September 30, 2012.

Environmental Matters

A former generation site on the Mill River in New Haven owned by (English Station) was conveyed in 2000 by UI to an unaffiliated entity, Quinnipiac Energy LLC (QE), reserving to UI permanent easements for the operation of its transmission facilities on the site. At the time of the sale, a fund of approximately $1.9 million, an amount equal to the then-current estimate for remediation, was placed in escrow for purposes of bringing soil and groundwater on the English Station site into compliance with applicable environmental laws.
As of March 31, 2013, approximately $0.1 million of the escrow fund remained. In 2006, QE sold the property to Evergreen Power, LLC (Evergreen Power) and Asnat Realty LLC (Asnat). In January 2012, Evergreen Power and Asnat filed a lawsuit in federal district court in Connecticut against UI seeking, among other things: (i) an order directing UI to reimburse the plaintiffs for costs they have incurred and will incur for the testing, investigating and remediation of hazardous substances at the site and (ii) an order directing UI to investigate and remediate the site. In May 2012, UI filed an answer and counterclaims, and the

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plaintiffs filed an answer to UI's counterclaims. In July 2012, Evergreen Power and Asnat filed a motion for partial summary judgment with respect to UI's liability under the federal Comprehensive Environmental Response, Compensation, and Liability Act. On October 12, 2012, the motion for summary judgment was denied without prejudice. UI's knowledge of the current conditions at the site is insufficient to make a reliable update of the original $1.9 million remediation estimate. Management cannot presently assess the potential financial impact, if any, of the suit, and thus has not recorded a liability related to it.

On April 8, 2013, DEEP issued an administrative order addressed to UI, QE, Evergreen Power, Asnat and others, ordering the parties to take certain actions related to investigating and remediating the English Station site. UI requested a hearing before DEEP on the order on May 8, 2013. At this time, management cannot predict the financial impact on UI of the DEEP order or other matters relating to this site. For more information, see "Contractual and Contingent Obligations" set forth in UIL Holdings' Annual Report on Form 10­K for the fiscal year ended December 31, 2012, as amended, and UIL Holdings' Form 8-K filed April 19, 2013.

Gas Distribution Rates

The allowed ROEs established by PURA are 9.41% and 9.36% for CNG and SCG, respectively. Berkshire's rates are established by the Massachusetts Department of Public utilities (DPU). Berkshire's 10-year rate plan, which was approved by the DPU and included an approved ROE of 10.5%, expired on January 31, 2012.
Berkshire continues to charge the rates that were in effect at the end of the rate plan.

On July 8, 2013, CNG filed an application to amend its existing base delivery rate. With a proposed 10.25% ROE, the change is designed to produce additional annual base delivery rate revenues of approximately $20.1 million, as amended, which is 6.4% above the projected revenues produced by CNG's existing rate schedules, and which will support capital investments as well as the expansion of the availability of gas service in response to Connecticut's Comprehensive Energy Strategy. In addition, the application includes a proposed revenue-per-customer based decoupling mechanism as well as a tracking mechanism . . .

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