Uil Co. Ltd. · KRX:049520
Uil — Merger or Acquisition (February 2015)
27 slides from Uil's merger presentation, Feb 26, 2015
Slide 1: Iberdrola USA to Combine with UIL to Create a Leading, Diversified Publicly-Traded Power and Utility Company
Exhibit 99.2 Iberdrola 26, Diversified February USA Publicly-Traded 2015 to Combine with Power UILand to Utility Create Company a Leading,
Slide 2: Important Information
Important This respect Exchange SHAREHOLDERS OR substitute You transaction. available Participants UIL of Information regarding 2USA’s the THAT may Holdings will are and communication proposed registration of available its mail obtain free the for Commission Information WILL directors in about the i
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
Forward Cautionary Certain Private expectations with regulatory or to retain New may statement/prospectus UIL’s undertakes Additional This the Exchange send 3STATEMENT/PROSPECTUS, the other conditions proposed Securities cause Iberdrola presentation to factors reports proposed and Securities shareho
Slide 4: Agenda
Agenda Remarks Combined Transaction Approval 4Closing Timeline Business Overview Structure Profile & &Financial Strategic Summary Rationale
Slide 5: Transaction Overview & Strategic Rationale
5Transaction Overview & Strategic Rationale
Slide 6: Combined Company Investment Highlights
Combined Large, Seven ~95% Growth $6.9Bn ~6.0 Attractive Targeting Dividend Strong 6Access GWregulated diversified investment to five-year plan total initially annualized atotal Company global focused renewable return or utility regulated set power power grade contracted Investment Combined on at pr
Slide 7: Transaction Summary
Summary Total UIL Name Approvals Governance Ownership days(1) Iberdrola James Combined to Transaction Massachusetts, 1. 7Notes Assuming 9 additional Shareholders Value /Torgerson Listing $40.47 USA Transaction Company to represents requires FY2 Directors to –and to $44.03 be and customary be renamed
Slide 8: A Compelling Strategic Opportunity for UIL
A Compelling Strategic Immediately Expected Accelerates Increased Highly Enhances $6.9 8~6.0 Billion GWcontracted Perspective renewables equity regulatory theUIL’s five-year achieves size Opportunity value and strategy U.S. diversity, development regulated the diversification ofrenewables ~$12.5 sca
Slide 9: A Compelling Financial Perspective
A Compelling Financial Expect 2014A Allows Attractive Ownership Upfront Targeting Initial Accelerates Access 1. 9Note Baseddividend Debt-to-EBITDA(1) the to Combined cash on Perspective annualized ashareholder transaction in global utilization unadjusted payment aOpportunity larger perpower Company
Slide 10: Combined Business Profile
Combined Business Profile 10
Slide 11: A Leading Combined Company
A Leading Geographic Wind Solar Biomass Combined 1,989 1,576 413 EBITDA(1) Total 576 446 130 Net 30,361 25,249 5,112 2014 4,228 2,563 1,665 Electric Gas (MM) 1.9 0.3 Rate 0.9 0.6 0.4 Generation 8.3 6.1 2.2 1. Note 6.7 6.5 0.2 (GW) 2. 11 UIL Income(2) Debt Gas Customers Base Assets Financial Operatio
Slide 12: Attractive Regulated and Unregulated Business Mix
…With Unregulated (~73% Businesses (~27% Net New Renewable United Rochester Generation Illuminating Southern and Central Management Energy Natural Power Connecticut Berkshire 2016E ~95% Regulated 1% 19% Transmission Combined MA 26% 24% Electric Gas 1. Note 12 Excludes Income)(1) Electric Storage CT
Slide 13: Strong Geographic Fit
Regulated Transmission UIL Iberdrola Customer Utility Electric NYSEG RG&E CMP UI SCG CNG BGC Total 13 328 Service — 2,180 — 600 Customers 371 -Gas 190 39 881 170 USA -Summary Operations Footprint 307 969 Territory 263 &Service Distribution (000’s) with Territory Strong Geographic Fit
Slide 14: Robust Combined Capital Expenditure Plan
Robust $Combined 1,759 101 1,587 75 10 1,500 62 1,261 1,050 1,000 67 73 500 349 239 299 $6.9Bn Spend 48% 33% 19% Largest Cumulative By SCG 6% 5% RGE 14% Electric Distribution 1. Note 14 MM Excludes 82 11 225 463 Utility 1% 32% 10 172 217 in BGC 18% 176 83 200 70 14 is 2,000 741 and electric transmis
Slide 15: Attractive Rate Base Diversification
2016E ~$9.0 BGC CNG 1% 5% 27% Electric 16% 26% 19% CMP Attractive 15 23% UI FERC SCG 6% Billion Average 53% NYSEG Gas Rate Diversification Transmission RGE Combined Base Rate Base Diversification ~$9.0 24% Across by Utility Billion Type 2016E Combined and Geographic Average Rate Footprint Base by Ty
Slide 16: Complementary Renewable Generation and Gas Storage
Complementary Wind Renewable Generation 5.8 0.6 50 ~85% Weighted Pipeline Gas Owned Energy 16 MW GW Storage Natural ofManagement gas of of wind average solar wind thermal ~6GW, Gas portfolio Generation storage and Gas and Storage generation Unregulated generation Energy tenor /solar with cogeneratio
Slide 17: Second Largest Operating Wind Portfolio in the U.S.
One 12 MW 9.8 10 8P 638% 5.8 1% CAISO 4NE-ISO 2.7 23.4 1.4 0N 1.1 Source Second 1. Note 17 JM EE ERCOT 3.8 1.7 Iberdrola Total 19% MISO 2.5 1.3 of 16% Iberdrola 1.6 AWEA, the 1.1 Largest 12% WECC Operating 1.6 NYISO Largest 1.1 USA 1.5 3%Mid 2013 Operating 11% data Operating Capacity EDPas of E.ON W
Slide 18: Transaction Structure & Financial Summary
Transaction Structure & Financial Summary 18
Slide 19: Transaction Structure and Key Elements
Transaction 81.5% Cash Company Sub Regulated Businesses –Key UIL Iberdrola Combined 19Consideration Merger shareholder to Transaction Combined merge Merger USA Unregulated Company Businesses Structure Steps UIL into Stock toexpected to Elements Holdings be 18.5% Post Merger receive renamed to &and T
Slide 20: Financial Benefits to UIL Shareholders
Financial Premium Retained Targeting Combined Represents Improved 2014A Ability Accelerate 20 Combined to18.5% to Benefits annualized avoid balance Company utilization acurrent ~75%future ownership Debt sheet topayout market dividend UIL Combined ofUIL to and Iberdrola Shareholders EBITDA ratio pric
Slide 21: Combined Company Net Income and EPS Guidance
Combined 2016 Net EPS Targeting 21 Income $2.26 2017Annualized Company –$700MM $2.36 $2.59 Guidance Combined – $730MM – $2.75 Company $800MMEPS – $850MM growth of ~10% through 2019
Slide 22: Compelling Value for UIL Shareholders
Compelling One-time Each T 2016E Combined Guidance Midpoint Indicative Equity Cash = Total Implied 1. Notes 2. 3. 4. 22 otal =Based PerUIL Payment Value share 2017E Value Ownership Equity 2015 Premium on of Cash $700MM Shareholder P/E Company to Received calculations median IBES UIL Value Net Per P/
Slide 23: Transaction Timing & Next Steps
Transaction Timing & Next Steps 23
Slide 24: Required Approvals
Required of Majority Connecticut 24 Approvals UIL and shareholders Massachusetts state regulatory approval Customary federal approvals Expect to close by year-end
Slide 25: Closing Remarks
Closing Remarks 25
Slide 26: Combined Company Investment Highlights
Combined Large, Seven ~95% Growth $6.9Bn ~6 Attractive Targeting Dividend Strong Access 26 GWregulated diversified investment to five-year total plan initially annualized atotal Company global renewable focused return or utility regulated set power power grade contracted Investment Combined on at pr
Slide 27: Q&A
27 Q&A