Susan Allen - Vice President, Investor Relations Jim Torgerson - President and Chief Executive Officer Rich Nicholas - Executive Vice President and Chief Financial Officer

Andy Levy - Avon Capital Caroline Bone - Deutsche Bank Eric Guo - Gabelli & Company Andrew Weisel - Macquarie Capital Paul Patterson - Glenrock Associates Andy Levy - Avon Capital

Good morning. My name is Bobby Jane. I will be your conference operator for today's call. At this time, I would like to welcome everyone to the UIL Holdings Second Quarter 2015 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] I will now turn the call over to Susan Allen.

Thank you, Bobby Jane and good morning everyone. Thank you for joining us to discuss UIL Holdings second quarter 2015 earnings results. I'm Susan Allen, Vice President of Investor Relations. Participating on the call is Jim Torgerson, UIL's President, Chief Executive Officer and Rich Nicholas, UIL's Executive Vice President and Chief Financial Officer. If you do not have a copy of our press release or presentation for today's call, they are on our website at www.uil.com. During today's call, we will make various forward-looking statements within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Significant factors that could cause results to differ from those anticipated are described in our earnings release and filings with the SEC. With that said, I'll turn the call over to Jim Torgerson.

Thanks Susan. Good morning everybody. Second quarter turned out to be pretty good for us as we have seen from our earnings release, the net income was 15.8 million or $0.28 per diluted share that was compared to the 9.3 or $0.16 diluted share in '14. Year-to-date, for the first six months, we had net income of 73.4 million, which was $1.28 per diluted share and that was compare to the 64.8 million or $1.13 a share in the first half of '14. There were a number of one-time or non-recurring items during both 2015 and 2014 merger-related expenses with our pending merger with you Iberdrola had an impact and slight impact in the first-- in the quarter, but mainly more year-to-date. And then again in 2014, we have the now terminated proposed acquisition of the Philadelphia Gas Works, which have which had an impact in 2014. We also recognize the reserves related to the transmission, return equity related to the proceedings at FERC and we had booked some charges mainly in the first quarter of 2015, but also found in the 2014 and there was a minor adjustment in this most recent quarter. We also had which is not shown as a non-recurring item and we did have an IRS tax audit adjustments negative about $0.02 a share which Rich will explain, but with all that said after these non-recurring items, not including the tax adjustment, the quarter was actually up $0.03 or about 12% and year-to-date for the first six months were $0.05 a share about 4%. Turning to page six, I'm going to talk about the Iberdrola, USA and UIL merger here are the some of the timelines and what's been happening. We received a Hart-Scott-Rodino process that was completed, pretty quickly after we filed back in the end of March and on that one. The Federal Communications Commission, we got approval there. FERC approved in early part of June. The Committee on Foreign Investments, the review was completed and early on, so those have all been completed. Connecticut Public Utility Regulatory Authority has aimed you all aware in their draft final order graph decision, denied the request. And so we actually hold the request and terminated that proceeding and then filed a new application on July 31. Now, that is still subjected to the 120-day time frame in order for the PURA to give us a decision. So we would expect a decision in late November. Massachusetts DPU, we filed in the end of March, the DPU really it's kind of I say suspended the filing that we will be making supplemental testimony that will be filed very shortly that will reflect what we filed in Connecticut, but really on our prorated basis more or less with what we have in Connecticut, reflecting the size of our assets of Berkshire Gas, which is about 5% of total in Massachusetts. We also filed our EBITDA filed the S4 and then our preliminary proxy which is a combined document on July 17. We are waiting comments from the SEC on that pulmonary filing-- pulmonary proxy. Once we get through the SEC filings and everything is approved and we can schedule the shareholder vote. I want to go over a few things about this but the new application entailed and some of it in the commitments we made. The start, we have a rate credit. We will be providing the customers that would be $20 million and we are putting three options for the surbs decide on because we didn't get feedback of their living for long-term benefit. So one of the options is closure, just provider rate credit upfront for customers, second one was to do it all ten years which nominally would be $26 million but the present value is $20 million and also a third option which would be to mimic what would be a reduction in rates something they've talked about, amortize that over like a 30 year timeframe. It still comes back to a net present value of $19 million to $20 million. But the rate credit would be like $1.5 million a year over the 30-year time frame. Further value is still the same, but it allows for a little longer term look at and benefits that could be provided to customers. We also put in for suggested distribution base rate freeze be till January 1, 2018 and will be to go into effect for the two gas companies in Connecticut, Southern Connecticut Gas and Connecticut Natural Gas. And for United Illuminating, our electric distribution business, new rates couldn't go into effect until January 1, 2017. We would make a contribution to the clean energy fund, that would be $2 million a year for over three years of $6 million, and then a contribution to disaster relief of $1 dollar. And we left that up to appear to decide what the entity or agency that could go to, but we did make some suggestions. We also would accelerate our investment in electric distribution system resiliency, and the plan there was to provide [indiscernible] within six months of our closing the transaction. The opportunities we have for investments in realized and resiliency, and these things such as rising of our [indiscernible] period on to flooding and walls are to again prevent flooding, also some things with microgrids, and some cabling that we could replace to help resiliency. What we would contemplate is the first $15 million of this distribution investments, we would not get the equity return on until the projects are complete, which is expected to be around 2019, and then the subsequent rate case would pick that up. In the meantime, we would request to get the debt recovery and the depreciation. We also suggested that we would accelerate the cast iron and bare steel replacement program for selling Southern Connecticut Gas, doubling it from $11 million to $22 million over the three-year subsequent to the closing. And this will provide a benefit to customers by accelerating that. We would then not get that in the rates until we actually filed that rate case that would be talking about, which would not have rates into effect until these January 1, 2018. Those would provide benefits just because of the present value of not recovering from the cost immediately of about $7 million to customers. Then we're negotiating a consent order with DEEP to remediate English Station. Our English Station is a plant that we sold back in 2000. It's in New Haven, and there are PCBs at the site or negotiating with DEEP on the consent order, and the Attorney General, the estimates from DEEP as far as the clean-up costs is about $30 million, we would then undertake that. But again, that's subject to negotiating our consent order. We also agreed to maintain our high levels of safety and reliability, but also improved customer service metrics now for the customer service metrics. Those would be for the average speed of answer abandon calls and appointments captain the agreement would be that we've been approved by 5% over the next three years. Also then we wouldn't want to maintain the safety leak response in the third party damage leak response third party obviously for gas, it's the high level that we have today and maintain those levels. From a local management commitment and if you read the PURAs draft decision they want to make sure that there was going to be a focus on local management. We would appoint an individual as President of the Connecticut operations who would come from the existing management team of UIL or one of the UIL utilities and then that individual would be headquartered in Connecticut and at the UIL companies would be head quartered there for at least seven years. We said we would not change the day-to-day management operations of any of the Utilities in Connecticut and there we would had no involuntary terminations of employees except obviously for cause of performance for at least three years following closing. We also said we would hire 150 employees or contractors over three years in Connecticut. This will allow us to do a lot of projects that we have on our plate to begin with mainly transmission project that we're going to need contractors for and we can fill some our existing positions and looking at those attrition occurs. So the 150 employees are contractors we think it's good for the stay. Ring-fencing protections that we would implement mainly to of provisions to avoid bankruptcy or adverse conditions that could occur in any of the affiliates, other than the UIL companies that would have -- could have an impact on the UIL Utilities and this would involve the creation of a special purpose entity with at least one independent director and implementation of an independent, non-economic interest and the special purpose entity they call it Golden Share. What it really allows is that that individual holding that share would have what amount to be if there was going to be a voluntary bankruptcy of any of the UIL Utilities. And then we also would committed to maintain separate corporate existence and the provision against forming with the funds and some dividend restrictions in the event that any of the utility of drop below investment grade which we don't anticipate. So as you can see we've put forth a lot to the peer of and at big proportionate when we do actually filed within it's our supplement to make sure that we're addressing all of the concerns that they raised in the draft decision, which again was pulled. Now, moving on to things that are going on with the UIL, as many of you know, we did acquire 2.5% equity interest in the Kinder Morgan proposed Northeast Energy Direct gas pipeline project. This really commits us to an initial capital investment of up to 80 million and again, it depends on the final pipeline configuration and design. It also committed UIL to taking 70,000 dekatherms a day, which actually, we could reduce that under certain circumstances as others come in and want the capacity on the pipeline and we can release that directly to them and reduce our commitment. We also have an option to acquire an additional up to 12.5% of equity under some limited circumstances and the limited circumstances really relates, if we can't reduce that 70,000 dekatherms by the time the pipeline goes into operation or even later than that, a couple years after that. Then also, if the electric distribution companies, there is a project that they would get capacity on the pipeline, which then they could release to electric generation projects that you've heard about the Nesco proposal that was done. These are things that are going on in New England, mainly in Massachusetts and Connecticut and Rhode Island. But as these projects can come on, we're --- the electric distribution companies get capacity, we can then increase our equity interest in the pipeline as the pipeline within the more capacity to serve these needs. The project, obviously, is going to supply the needs to growing residential, commercial and industrial demand for gas, but also for--- it could be a very reliable supplier fuel for the power generation, and this would be again probably under that EDC proposal. And it does provide direct access to the Marcellus and the [Utica] shale. The pipeline will extend about 180 miles, which will be new pipeline from New York through Massachusetts and then into New Hampshire. They will be making a filing with FERC at some point and Kinder Morgan can probably give you a little more details on when that will be, but we understand it should be in late fall or maybe even at the fourth quarter of this year. And then commercial operation is expected by the fourth quarter of 2018. Getting to our gas heating customer additions [indiscernible] we had just under 3,900 through the end of June. We believe we're still on track and to meet the 12,000, we said we'd get this year. Current home heating prices obviously lower than what they had been and the margin that we customers can get as it has often quite a bit but natural gas is still more cost effective and has more benefits, so we are still seeing a number of conversions and we are confident that we'll have the 12,000 for the year. Turning to page 11 the transmission ROE proceeding is a lot on this chart. Basically you know that comments--- the complaints have been ongoing. We have the three complaint periods with different time frames for a refund periods. We've been through this before, but basically the 10.57 base ROE is still being challenged in the subsequent complaints and the timing right now is the hearings were held, the end of June and early July. The Administrative Law Judge decision is expected by the end of 2015 so the FERC decision isn't expected till end of 2016. The one point here in mid-July, the New England transmission are actually filed a petition with the U.S. Court of Appeals for review of the second and third complaint, challenging their first decisions allow hearings on the merits of the second and third compliance. So that will go along with the petition we had to challenge the first complaint. But there was lot of legal activity going on with ROE for FERC. I will turn it over to Rich Nicholas is going to run through the financial results.

Thank you, Jim and good morning everyone, Thanks for joining us today. On slide 12, we have the tabular results by business segment break out the non-recurring merger and all we reserve it. Jim mentioned earlier and beginning on slide 13 then is the narrative that goes through the various business segments. So looking at Slide 13 and focusing first on the electric distribution, second quarter '15 earnings kept as compared to the second quarter '14, it were down about $700,000, but that does include the $1.1 million charge from the IRS audit. By the audit did cover four years from 2009 to 2012, it was a routine audit and those periods are now close and resolved, but it was a of a $0.02 charge in the second quarter as a result from looking year-to-date. Again on electric distribution, a decrease from $25.2 million in '14 to $21.8 million in 2015 again, which includes the $1.1 million charge from the IRS audit. But higher employee-related expenses depreciation and amortization as a rate base grows and some other operating taxes for things like property taxes, it was offset in part by a rate increase that took place in August of last year was the second year of a two year rate plan for UIL and we so do see some benefit from that. GenConn was up slightly quarter-over-quarter primarily due to billing adjustment, so up above 400,000 quarter-over-quarter. The 12 months rolling at distribution return on equity came in at 9.09% and that compares to our allowed of 9.15%. Turning to the electric transmission segment, earnings there were down as well, both in the quarter and year-to-date. We did recorded additional reserves in the first quarter of this year. To reflect the order run we are hearing from FERC in the first complaint, clarified that the ROE cap was at the project level not at the company level. So on slide 14, you can see the results with or without the reserve adjustments that have been made that's been the primary driver both in the quarter and year-to-date. Both the reserve and lower ROE now going forward, the 10.57% that came out of the first complete order. Overall excluding the reserves to transmission ROE came in at 11.35% and if you were to include the reserves into 10.98%. Now looking at our gas distribution business, earnings for the quarter $1.4 million compared to a loss of $2.2 million last year and the increase in earnings is primarily due to and we've seen lower uncollectible expenses slightly lower corporate charges last year. We had recorded earnings sharing at CNG and we're not in that position at this point this year. It was offset somewhat by higher O&M expense in the second quarter that we saw, we benefited on the revenue side from the cold weather but as the ground began to thaw and [indiscernible] begin to move we did have additional O&M expense to address leaks in the second quarter and that cost was about to $0.025 a share for the higher O&M. Moving to slide 15, year-to-date for gas distribution increased in earnings certainly benefited by the cold weather in the first quarter. Year-to-date we are almost 13% colder than normal, and almost 3% colder than last year, it was warmer in the second quarter of this year compared to last year, but not big heating degree day loans in the second quarter. So it was actually 16% warmer than normal, didn't feel like it, but that was the actual data. So the impact of weather, normalized use per customer, customer growth, you can see we're still benefiting significantly from our customer growth almost $1 million in margin quarter-over-quarter, $3 million year-over-year. Normalized use per customer is pretty stable, actually, a positive 200,000 in the quarter. And you'll note, particularly on the year-to-date column, there the decoupling adjustment for C&G only with the cold weather in the first quarter, we do have a liability for a refund to customers resulting from that. So the results of all of that on slide 16. Our 12-month average return on equities at the gas companies, Southern Connecticut gas are about 97% to 98% as compared to the allowed 936, and at C&G 945 to 965 as compared to the allowed 918. On a weather adjusted basis, there is no weather adjustment at C&G since we have decoupling, but SCG, as you can see 8.86 to 9.06. The corporate segment where we retained certain corporate costs for interest on Holding company debt, as well as the merger related charges, both from Philadelphia, last year, and for Iberdrola this year are included in the corporate segment. If you were to exclude those merger related expenses, the quarter was essentially flat year-over-year, and year-to-date, we're actually have $0.03 less of a loss at corporate, primarily due to increased returns on share to capitalize that are held at the Holding company for the benefit of all those subsidiaries. As we look forward now, to the rest of the year, on Slide 17, our earnings guidance, we did reduce the top end of the guidance by $0.05, effectively, reducing the midpoint then by 2.5, primarily result from the higher [indiscernible] then was expected as the gas companies, resulting from the leak repairs due to the cold weather in the first quarter. So if you exclude the non-recurring items, our current guidance is $2.30 to $2.45. And that compares to previously it was 2.30 to 2.50. We did reduce the gas guidance by $0.03 on the upper end. So that it's now $0.95 to $1.02 versus previously it was $0.95 to $1.05. So with that, I will now hand it back to our operator Bobby Jane for the question-and-answer session.

Thank you very much, sir. [Operator Instructions] We do have one question coming to queue from Andy Levy, Avon Capital. Your line is live.

Just a quick question on the merger on the S4, I noticed that you gave 16 guidance and you also gave 2019, I believe our record growth rate out to 19 but I remember if I'm not mistaken that on the original announcement of the merger, you also have 17 guidance as well, but I want to make sure that your reaffirming 17 as well as we did 16 on S4?

Yes, there's been no change there.

Okay. So it's 17 is still at 2.59-2.75?

I don't have the document from me, but there's been no change.

Okay and then why that was left out of the S4?

We provided the information that demonstrates the growth rate through the planning period.

Okay, thank you and then the other question I had was, just on the makeup of the Board, under the new company. How will that be?

The event through USA Board there will be two people from the current UIL Board going onto that Board along with me as of CEO and they will retain the people that are there today on the EBITDA USA Board.

Was there any change in that when you made your filing, your revised filing in Connecticut is up to same?

That's what still it had assets in the agreement. That's still the same.

Okay, got it. Thank you very much.

Yes, the work Board is the one where we're going to add one Connecticut person, that's not the EBITDA US Board though.

Okay, I understand. Thank you very much sir.

Okay and then our next question comes from line of Caroline Bone, Deutsche Bank. Your line is live.

It's Deutsche bank but thank you. So I guess I'm wondering if you could talk to bit more about what makes you so confident that you'll hit that 12,000 customer gas conversion target for the full year. It just seems like you guys are tracking pretty well behind right now.

Yes, we were looks like July was doing a little bit--- quite a bit better. We didn't release that number yet, but it's looking better. So think what if we have then we're having a good enough number of leads going on and a lot of interest in the commercial and industrial, mainly commercial not that not much industrial. Commercial aspects then the main expansions we've been doing are moving into other towns that actually we hadn't even served before like Essex and couple others that [would be] doing some extensive pipeline expansions main expansions that are going to pick up some new customers [indiscernible] one of them. These are all small towns. But we're hitting some major loads that we can then pick up and pick up some more customers along the way. Mostly commercial, so we're pretty confident about the 12,000 I mean it's going to be high, but because of the prices heating on it but our folks seemed very confident right now and I do too. So we had a much better month in July and now we're getting to the point in the season where people will be looking to convert when they start thinking about their heating for the next winter.

So didn't have anything to do with that I guess guidance reduction at gas?

No, the guidance reduction of gas was as Rick said we had to do some maintenance as a result, of the very cold winter. And things spot out we had a bunch, number of gas leaks obviously you have to fixed right away. And that was the charge the other part of the reduction in the guidance was not for gas, but was just really when we look at the $0.02 we had from the federal income tax adjustments. So the other two items.

And I guess just selling gas. I mean I know that utilities in New York City are seeing an uptick in volume of units, people reporting potential gas leak system just in the wake of the Harlem explosion, a year ago and the most recent East village incident and I'm just wondering if you guys are seeing similar trend in your territory?

We're not hearing of any more people reporting gas leaks. Obviously, we jump on those as soon as we hear or people call and say that they can smell gas, so that we send people out immediately and we are pretty happy with our results for that we get out there, 98% of the time. We're there within. You know the minute's requirement at least 45 minutes in the state. And so we get on that pretty quickly and then we fix all the Class 1 leaks those the ones we have to fix immediately and the Class 2 lakes were getting on those pretty quickly in out too. So we're not hearing more people calling about it that not than more usual.

Okay that's good to hear. And then just a minor one on the DC Circuit Court, with regards that they appeal there on the ROE case, when do you guys expect them to rule on that?

Caroline, I really don't know.

Okay.

I wish I did. It still be a while.

Okay. All right, just curious. Well, thanks very much.

Sure.

Our next question comes from the line of Eric Guo at Gabelli & Company. Go ahead.

Hi guys, thanks for taking my call.

Sure.

Just trying to get a better idea of the decision process, regarding NED pipeline investment, was this made exclusively at the UIL level or was this decision made with some input from the [indiscernible] guys?

Well, based on our merger agreement, we --- if we're going to do something that's outside of what we gave them, the budget, our capital spending plan, we have to get their consent, which we did so we've talked to them about it. After our Board then agreed that it made sense, so we did as if we have the consent, but it wasn't really done not so in concert with them, because as we can't, I mean, we believe at the [indiscernible] circumstance for making investments that would be significant.

Got you. Okay, thanks. And just a second quick question on, did you guys provide --- Can you provide some color regarding the earnings sensitivity related to conversions and how much in incremental 100 conversions with [will metered] for earnings are, something along those lines?

Unfortunately, the quick answer is, it depends, because of the way the regulators have implemented the comprehensive energy strategy. We actually earn our return on rate base on the conversion, so it depends, if you're on main or off main, how much capital is invested prior to that, we did say on average $250 to $300 of net income per conversion. But again, it's a broad average and it depends, in particular, how far the main extension has to be.

Okay, got you. Thanks.

And our next question comes from the line of Paul Patterson, Glenrock Associates. Your line is live. Paul Patterson your line is live. I'm going to the next question. Next question comes from Andrew Weisel, Macquarie Capital. Your line is live.

Jim, on this Connecticut application, first is the S4 is it fair for me to assume that the numbers in the S4 for future income reflect all of these concessions that you've made in the Connecticut application?

Not really, because what will probably happened as many other concessions are the things that occur, some of them get booked in 2015. Assuming we get the approval before the end of the year and actually before even close. And some of them will be right at year-end. So I would expect that a lot of those will get booked and shouldn't have a big impact on the future and if you look at even the stuff. Let's say they do the credit over the 10 or 30 years. As long as we can estimate it and we know exactly what is going to be and we can book it right up front, which is where we want to do. Some of the other things really get to be smaller items that it just -- we're not really loses anything long-term like other than the contribution of book those right away too. So I don't think you'll see much impact on the financials under. Rich do want to?

Fine, under the accounting guidelines, once it's profitable and estimatable than we'll book in our crew if you will, and immediately and even if things in great credit by years and we'll just pump those up against the reserve as we go forward.

Okay, that's very helpful. And then in the S4, those net income number you gave, do that essentially reflects earning you're allowed ROE for all of those years, have quick think better inverse allowed ROEs?

We haven't put some of those specific type of assumptions out there. But those are planning forecast of today.

Okay, fair enough. Next is another question on the Northeast Energy Direct. Could you elaborate a bit more detail the option to acquire additional equity maybe just dig a little deeper into the circumstances and the timing of when we might know more about that?

Yes. A lot of this is under our agreement with Kinder Morgan but in broad terms, the one area where yet--- for example, because we are taking on an obligation for another 70,000 Dekatherms a day to the extent that doesn't get really say we can't. No one else signs off on the Kinder Morgan pipeline and it remains at its current level. Then we would have the ability, once the pipeline into operational to increase our equity percentage should our option, because we couldn't release the 70,000 to any insure people who want to have capacity that's one; another areas with the assuming is an EDC process for the electric distribution companies, then take on capacity which are allowed the pipeline to expand then in certain states in Connecticut, I think just about every states expect one we would then have the ability, electric distribution companies take on capacity to gain additional equity interest. Now we have to pay for two but that we've could have increased our equity interest based on how much is added in the New England state as a result of that and its there is formulas for each state as to what percentage we can add--- of people of--- that take on additional capacity. So it's all formula driven and I don't think much of that's has been release on just going to--- that's how it works though.

Andrew we are just to be fact of re-correct. The forecast are as of the date the [indiscernible] was filed July 17.

Okay, thank you both for those points there. Then just one last one the increase in O&M at gas due to cold winter is there or would it be fair to think of that as pulling forward future expenses. In other words we might this help next year's O&M or these kind of incremental cost and in next year's O&M budget would be unlikely to change?

Right, but you can view that more is incremental cost.

Okay, thank you very much.

Might want to say kind of one-time or two.

And your next question comes from Paul Patterson, Glenrock Associates. Your line is live.

Can you hear me?

Yes. We can hear you Paul.

Okay I don't what happened last time. But anyway, just really quickly and I apologize for this but kind of got slightly distracted when you guys were talking about the settlement process. You mentioned the England station or English station. And I'm just wondering so just to clarify, are you guys in the global settlement discussion right now with the parties in Connecticut and English stations part of that? If you just, if you could, if you don't mind elaborate a little bit more on that again?

It's not really a global settlement discussion. It was, we were having discussions with the, as we said in the application with the Attorney General Department of Energy, Environment Protection in the governor's office as to looking at things, we could do the application and English station was one area where the city and the state would like to have cleaned up. [indiscernible] we have owned in 15 years and so [indiscernible] said we'll look at working to get a consent order that would allow the cleanup of that facility and that we were looking at a number of the deep and put out to say that it was that the cleanup was expected, about 30 million that's really where it went. And then really right now, there are no--- we're not talking about a settlement this point. That was a discussion that we had with the parties before we made the application filing and its really getting some of theirs to what would help gets processed using and get an application that's hopefully PURA can accept--- will accept and [indiscernible].

And just to sort of understand the new application procedure, you guys have major filing, do we go through the same again or could it be abbreviated, that you can enter into a settlement negotiations, if that's what you guys intend to do. Sooner than how the normal course of-- in other words, there's a lot of ground you guys have already covered. I would assume that perhaps. And perhaps, inaccurately assumed that maybe you guys could did act faster in terms of working with the other parties in the Connecticut case. This is-- how should we think about that?

Right now, I would assume that it will take the full 120 days that the peer has not decided the case. I think right now, there is no anticipation that it would be accelerated, would hope it would be, because we found a lot of ground already, but-- and those parties-- and those who have to-- they have the right to exercise those and do their investigation and ask questions, and follow their briefs and get their interrogatories in, so I would expect that particularly, the OCC and the consumer council is going to want to go through all that.

Okay, but it means, so I guess, a settlement process if that were to take place, when might that happen?

Yes, I guess the parties wanted to discuss settlement, and that could happen anytime, but I think in the past, what we've seen from the consumer councils, they want to go to all the hearing process and then do their briefs and then talk about it. So it's not going to-- short it, if the units that were to occur, I don't think it would shorten things very much. [indiscernible] history, Paul.

Well, I appreciate the clarity. Like I said, that's why I asked the question [indiscernible I was assuming too much that they might -- that maybe some of the previous work that's been done so far might somehow be helpful in making a little bit quicker, but apparently, I'm wrong.

It might, but I don't expect that the -- even if it's shortens it, you may be talk in a week or so. So I don't think, we could count on anything less than 120 days right now. But it will still allow us to have it done before the end of the year.

I got you. And then the supplemental testimony in Massachusetts, that's going to be filed against relatively soon, and then, after that we'll get -- how much, how long should we expect for interveners respond to them?

They haven't put off its full schedule or revised schedule, and so then, really the intervening party is the Attorney General. And there may be a couple of others, but those truly the Attorney but in general in Massachusetts as you know, I would expect that they've already given us interrogatories will probably give us more on our supplemental filings. So then the hearing schedule will hearing we were supposed to have hearings this month now is that we pushed off because we are following the supplement. I would guess it's probably going to be September, October, hopefully we can get an answer shortly after -- practically speaking there at all see what happens in Connecticut. And so I would expect to be shortly after that.

Thanks so much. Appreciate the clarity

Our next question comes from the line of Andy Levy, Avon Capital. Your line is live.

The some fact S4 page 93 of the S4 talks about in preparing the EBITDA U.S.A projections considered by UIL's management modified the financial forecast by the EBITDA USA management and new kind of know what it does that's based on like weighted adjustments certain forecast. Could you just describe more the methodology that we use and how that played into coming up with the CapEx numbers that you put out there, particularly main.

Sure, Andy, this is Rich. Getting forecast on before the long time, food grade agrees of uncertainty that are rounded and so working with our financial advisors. We did make some adjustments to what we thought would be good view of what the future looks like.

Okay and have no one have asked about this before but has any of the -- I guess it's really a question for EBITDA, I'm not going to ask you but I guess or just on what's been identified up with name that's really question for EBITDA.

I think that you probably right about that.

Thank you.

And that was the last question in queue [Operator Instructions]. At this time, there is no further question in queue.

Okay, well thank you all for participating today. If you do have further questions, please don't hesitate to contact our Investor Relations people [indiscernible] and thank you all for participating today and have a great day. Good Bye.

And this concludes our afternoon teleconference. You may disconnect your line.