8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 4, 2010

(Exact name of registrant as specified in its charter)

Connecticut	1-15052	06-1541045
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
157 Church Street, New Haven, Connecticut		06506
(Address of principal executive offices)		(Zip Code)
Registrant's Telephone Number,
Including Area Code		(203) 499-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

£       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On August 4, 2010, UIL Holdings Corporation (the Registrant or UIL Holdings) issued a press release announcing its financial results for the three and six month periods ended June 30, 2010, and affirming its consolidated earnings estimate for 2010.  A copy of the Registrant's press release is attached hereto as Exhibit 99.

Item 7.01 Regulation FD Disclosure

On August 5, 2010, UIL Holdings will conduct a web cast conference call with financial analysts, beginning at 10:00 a.m. eastern time.  Executive management will present an overview of UIL Holdings’ financial results followed by a question and answer session.  Interested parties, including analysts, investors and the media, may listen live via the internet by logging onto the Investors section of UIL Holdings’ website at http://www.uil.com.

As part of the conference call, James P. Torgerson, President and Chief Executive Officer, and Richard J. Nicholas, Executive Vice President and Chief Financial Officer, will present items previously not disclosed in reports filed by the Registrant with the Securities and Exchange Commission.  Among these items, which relate to the Registrant’s subsidiary, The United Illuminating Company (UI), is a revised ten year distribution and transmission capital expenditure projection and a revised five year distribution and transmission rate base projection.  A copy of the Registrant's presentation is attached hereto as Exhibit 99.1.

The information in this Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the Exchange Act), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Use of Non-GAAP Measures

UIL Holdings believes that a breakdown, presented on a net income and per share basis, of how the acquisition costs described in the press release and presentation described above contributed to the change in net income is useful in understanding the overall change in the consolidated results of operations for UIL Holdings from one reporting period to another. UIL Holdings presents such per share amounts by taking the dollar amount of the applicable change for the acquisition costs, booked in accordance with generally accepted accounting principles (GAAP), and applying UIL Holdings' combined effective statutory federal and state tax rate and then dividing by the average number of shares of UIL Holdings common stock outstanding for the periods presented.  Any such amounts provided are provided for informational purposes only and ar e not intended to be used to calculate "Pro-forma" amounts

UIL Holdings also believes earnings per share (EPS) information as presented in its earnings guidance is useful in understanding the earnings expectations for the business, as a whole.  The amounts presented in the earnings guidance show the EPS for each of UIL Holdings’ lines of business.  EPS is calculated by dividing the projected 2010 net income for each line of business by the projected average number of shares of UIL Holdings common stock outstanding for 2010.   Total consolidated EPS is a GAAP-basis presentation.

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 UIL Holdings’ 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 and other products and services, unanticipated weather conditions, changes in accounting principles, poli cies or guidelines, and other economic, competitive, governmental, and technological factors affecting the operations, markets, products and services of UIL Holdings’ subsidiary, The United Illuminating Company.  Such risks and uncertainties with respect to UIL Holdings’ pending transaction with Iberdrola USA, Inc. include, but are not limited to: the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that the expected benefits will not be realized, or will not be realized within the expected time period; and the ability to issue equity and debt securities upon terms and conditions UIL Holdings believes are appropriate.  The foregoing and other factors are discussed and should be reviewed in UIL Holdings’ most recent Annual Report on Form 10-K and other subsequent periodic filings with the Securities and Exchange Commission.  Forward-looking statements included herein speak only as of the date hereof and UIL Holdings undertakes 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.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits – The following exhibits are attached hereto:
99	Press release, dated August 4, 2010.
99.1	Presentation on Second Quarter 2010 Results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UIL HOLDINGS CORPORATION

Registrant

Date:  8/4/10	By                /s/ Richard J. Nicholas
	Richard J. Nicholas
	Executive Vice President
	and Chief Financial Officer

Exhibit Index

Exhibit	Description
99	Press Release dated August 4, 2010.
99.1	Presentation on Second Quarter 2010 Results.

EX-99

EXHIBIT 99

UIL Holdings Corporation

157 Church Street

P.O. Box 1564

New Haven, CT  06506-0901

203.499.2812 Fax:  203.499.3626

NEWS RELEASE

August 4, 2010	Analyst Contact:	Susan Allen:	203-499-2409
	Media Contact:	Anita Steeves:	203-499-2901

UIL Holdings Corporation Reports Second Quarter 2010 Results

UIL Holdings Corporation (NYSE: UIL) today reported consolidated net income for the second quarter of 2010 of $10.1 million, or $0.34 per basic share, compared to $13.8 million, or $0.51 per basic share, for the same period in 2009.  The 2010 earnings for both the second quarter and first six months of 2010 include after-tax acquisition-related costs in the amount of $4.3 million, or $0.14 per share.  Excluding the after-tax acquisition-related costs, consolidated net income for the second quarter of 2010 was $14.4 million, or $0.48 per share.

  For the first six months of 2010, UIL’s consolidated net income was $26.2 million, or $0.87 per basic share, compared to $25.8 million, or $0.99 per basic share, for the same period in 2009.  Excluding the after-tax acquisition-related costs mentioned above, consolidated net income for the first six months of 2010 was $30.5 million, or $1.01 per share.

“There is much to be excited about at UIL.  We recently initiated a strategic transaction and two other strategic initiatives are in process,” said James P. Torgerson, UIL’s president and chief executive officer. “In May, we announced that UIL and Iberdrola, USA, Inc. entered into a definitive agreement under which UIL would acquire The Southern Connecticut Gas Company, Connecticut Natural Gas Corporation and The Berkshire Gas Company and their respective holding companies.  The acquisition is expected to close in the first quarter of 2011.”

 “GenConn Energy’s Devon facility, a 50-50 joint venture between NRG Energy, Inc. and The United Illuminating Company (UI), is now operating. And lastly, UI entered into an agreement with The Connecticut Light & Power Company (CL&P) under which UI will have the right to invest in and own transmission assets associated with the Connecticut portion of CL&P’s New England East West Solution projects,” added Torgerson.

Net income for the second quarter and first six months of 2010, compared to the same periods in 2009, by line of business, are as follows:

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SEGMENTED CONSOLIDATED NET INCOME SUMMARY
	Quarter Ended June 30,									6 Months Ended June 30,
	2010			2009			Difference			2010			2009			Difference
Net Income (Loss) ($M)
UI
Distribution, CTA and Other	$	8.0		$	8.1		$	(0.1	)	$	17.9		$	14.9		$	3.0
Transmission		7.1			6.2			0.9			13.8			12.3			1.5
Total UI Net Income	$	15.1		$	14.3		$	0.8		$	31.7		$	27.2		$	4.5
UIL Corporate, excl. acquisition-related costs		(0.7	)		(0.5	)		(0.2	)		(1.2	)		(1.4	)		0.2
Subtotal	$	14.4		$	13.8		$	0.6		$	30.5		$	25.8		$	4.7
UIL Corporate acquisition-related costs		(4.3	)		-			(4.3	)		(4.3	)		-			(4.3	)
Total Net Income	$	10.1		$	13.8		$	(3.7	)	$	26.2		$	25.8		$	0.4
Average Shares Outstanding - Basic		30.1			27.0			3.1			30.0			26.1			3.9
EPS - basic, excl. acquisition-related costs	$	0.48		$	0.51		$	(0.03	)	$	1.01		$	0.99		$	0.02
EPS - basic, incl. acquisition-related costs (GAAP)	$	0.34		$	0.51		$	(0.17	)	$	0.87		$	0.99		$	(0.12	)
The dilutive effect of the May 2009 issuance of 4,600,000 shares of common stock was $0.03 per share and $0.12 per share for the second quarter and the first six months of 2010, respectively.

Distribution, CTA & Other

For the second quarter of 2010, the distribution business had total earnings of $8.0 million, compared to $8.1 million for the same period in 2009.  A favorable variance in revenues due to the approved rate increase effective January 1, 2010 was more than offset by the unfavorable variance from the equity investment in GenConn resulting from a delay (from June 1, 2010) in commencing operation.  All four units at GenConn’s Devon site are now operating.

For the first six months of 2010, the distribution business had total earnings of $17.9 million, compared to $14.9 million for the same period in 2009.  The increase was primarily due to favorable variances in distribution rates and pricing as a result of the approved rate increase effective January 1, 2010, offset slightly by the unfavorable variance from the equity investment in GenConn.

Transmission

For the second quarter of 2010, the transmission business had total earnings of $7.1 million, compared to $6.2 million for the same period in 2009.  For the first six months of 2010, total transmission earnings were $13.8 million, compared to $12.3 million for the same period in 2009.  The favorable earnings for both the quarter and first six months of 2010 were primarily due to an increase in the allowance for funds used during construction, as well as higher rate base and equity capitalization with approximately the same allowed return of 12.3% to 12.5% compared to the same periods in 2009.

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UIL Corporate

UIL Corporate incurred net after-tax costs of $5.0 million, or $0.16 per basic share, in the second quarter of 2010 compared to net after-tax costs of $0.5 million, or $0.02 per basic share, in the same period of 2009.  UIL Corporate incurred net after-tax costs of $5.5 million, or $0.18 per basic share, in the first six months of 2010, compared to net after-tax costs of $1.4 million, or $0.05 per basic share, in the same period in 2009.  The increase for both the second quarter and first six months of 2010 was almost entirely due to after-tax acquisition- related costs in the amount of $4.3 million, or $0.14 per share.

Looking Forward

UIL affirms its earnings estimate for 2010 of $1.92–$2.07 per basic share on a consolidated basis, excluding the impact of acquisition-related costs and events. The 2010 earnings estimate for total UI of $1.98–$2.10 per basic share also remains unchanged, but various components of this guidance have been revised.  Details of the components are summarized as follows and explained below:

2010 Earnings Expectations, excl. Acquisition-related Costs and Events
	Approximate Net Income*			EPS - Basic
UI
Distribution, CTA & Other	$	32 - $34		$	1.06 - $1.13
Transmission		26 - 28			0.87 - 0.93
GenConn		1 - 2			0.05 - 0.07
Total UI (1)	$	59 - $63		$	1.98 - $2.10
UIL Corporate, excl. acquisition-related costs & events		(3) - (2	)		(0.09) - (0.05	)
Total UIL, excl. acquisition-related costs & events (1)	$	57 - $62		$	1.92 - $2.07
(1) Expectations are not intended to be additive.
* Rounded to nearest million

The revised earnings estimate for distribution, CTA and Other is $1.06–$1.13 per share, compared to the previously reported estimate of $1.02–$1.09 per share.  The change reflects better than anticipated year-to-date earnings performance and projected operations and maintenance expenses for the remainder of 2010.

The earnings estimate for transmission of $0.87–$0.93 per share, reflects an increase of $0.02 per share to the lower end of the range, compared to the previously reported estimate.  This reflects improved earnings resulting from an increase in allowance for funds used during construction.

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The revised earnings estimate for GenConn is $0.05–$0.07 per share, compared to the previously reported estimate of $0.07–$0.09 per share due to the delay in achieving commercial operations noted above.

Excluding the impact of acquisition-related costs, the earnings estimate for UIL Corporate remains unchanged.

In addition, the Company has recently completed a review of UI’s capital expenditure program. The current projection for the years 2010 through 2019 is $1.9 billion in capital projects with approximately 61% in distribution, 33% in transmission and the remaining 6% in GenConn.  The current projection is an increase of approximately $200 million from the previous ten year capital expenditure projection of $1.7 billion published in the summer of 2009.

Second Quarter Earnings Conference Call

In conjunction with this earnings release, UIL will conduct a webcast conference call with financial analysts on Thursday, August 5, 2010, beginning at 10:00 a.m. eastern time.  UIL’s executive management will present an overview of the financial results followed by a question and answer session.  Interested parties, including analysts, investors and the media, may listen live via the internet by logging onto the Investors section of UIL’s website at http://www.uil.com. Institutional investors can access the call via Thomson Street Events (www.streetevents.com), a password-protected event management site.

UIL Holdings Corporation (NYSE:UIL), headquartered in New Haven, Connecticut, is the holding company for The United Illuminating Company, a regulated utility providing electricity and energy related services to 325,000 customers in the Greater New Haven and Bridgeport areas.  For more information on UIL Holdings, visit us at http://www.uil.com.

Use of Non-GAAP Measures

UIL Holdings believes that a breakdown, presented on a net income and per share basis, of how the acquisition costs described above contributed to the change in net income is useful in understanding the overall change in the consolidated results of operations for UIL Holdings from one reporting period to another. UIL Holdings presents such per share amounts by taking the dollar amount of the applicable change for the acquisition costs, booked in accordance with generally accepted accounting principles (GAAP), and applying UIL Holdings' combined effective statutory federal and state tax rate and then dividing by the average number of shares of UIL Holdings common stock outstanding for the periods presented. Any such amounts provided are provided for informational purposes only and are not intended to be used to calc ulate "Pro-forma" amounts.

UIL Holdings also believes earnings per share (EPS) information as presented in its earnings guidance is useful in understanding the earnings expectations for the business, as a whole.  The amounts presented in the earnings guidance show the EPS for each of UIL Holdings’ lines of business.  EPS is calculated by dividing the projected 2010 net income for each line of business by the projected average number of shares of UIL Holdings common stock outstanding for 2010.   Total consolidated EPS is a GAAP-basis presentation.

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Forward-Looking Statements

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 UIL Holdings’ 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 and other products and services, unanticipated weather conditions, changes in accounting principles, poli cies or guidelines, and other economic, competitive, governmental, and technological factors affecting the operations, markets, products and services of UIL Holdings’ subsidiary, The United Illuminating Company.  Such risks and uncertainties with respect to the Iberdrola transaction include, but are not limited to: the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that the expected benefits will not be realized, or will not be realized within the expected time period; and the ability to issue equity and debt securities upon terms and conditions UIL believes are appropriate. The foregoing and other factors are discussed and should be reviewed in UIL Holdings’ most recent Annual Report on Form 10-K and other subsequent periodic filings w ith the Securities and Exchange Commission.  Forward-looking statements included herein speak only as of the date hereof and UIL Holdings undertakes 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.

The following are summaries of UIL Holdings’ unaudited consolidated financial information for the second quarter and first six months of 2010 and 2009:

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UIL HOLDINGS CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(In Thousands except per share amounts)
(Unaudited)
	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2010			2009		2010			2009
Operating Revenues	$	207,116		$	200,365	$	427,396		$	435,874
Operating Expenses
Operation
Purchased power		53,567			71,972		128,915			175,539
Operation and maintenance		62,367			50,410		113,988			102,917
Transmission wholesale		15,339			11,322		30,815			23,789
Depreciation and amortization		27,038			22,809		54,289			46,796
Taxes - other than income taxes		16,592			12,914		34,296			27,408
Acquisition-related costs		6,700			-		6,700			-
Total Operating Expenses		181,603			169,427		369,003			376,449
Operating Income		25,513			30,938		58,393			59,425
Other Income and (Deductions), net		4,904			2,346		8,960			3,817
Interest Charges, net
Interest on long-term debt		9,928			9,496		19,805			17,888
Other interest, net		138			420		419			911
		10,066			9,916		20,224			18,799
Amortization of debt expense and redemption premiums		401			481		794			994
Total Interest Charges, net		10,467			10,397		21,018			19,793
Income Before Income Taxes and Equity Earnings		19,950			22,887		46,335			43,449
Income Taxes	$	8,927			9,134		19,268			17,666
Income Before Equity Earnings		11,023			13,753		27,067			25,783
Income (Loss) from Equity Investments		(897	)		16		(889	)		28
Net Income	$	10,126		$	13,769	$	26,178			25,811
Average Number of Common Shares Outstanding - Basic		30,093			26,999		30,037			26,092
Average Number of Common Shares Outstanding - Diluted		30,313			27,345		30,317			26,462
Earnings Per Share of Common Stock - Basic	$	0.34		$	0.51	$	0.87		$	0.99
Earnings Per Share of Common Stock - Diluted	$	0.33		$	0.51	$	0.86		$	0.98
Cash Dividends Declared per share of Common Stock	$	0.432		$	0.432	$	0.864		$	0.864

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UIL HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
	June 30,		December 31,
(thousands of dollars)	2010		2009
ASSETS
Current assets	$	231,353	$	236,694
Other investments		9,535		10,659
Net property, plant and equipment		1,206,584		1,153,001
Regulatory assets		594,215		676,428
Deferred Charges and Other Assets		153,468		144,978
Total Assets	$	2,195,155	$	2,221,760
LIABILITIES AND CAPITALIZATION
Current liabilities	$	271,122	$	243,334
Noncurrent liabilities		320,879		374,686
Deferred income taxes		267,187		273,558
Regulatory liabilities		81,346		82,457
Total Liabilities		940,534		974,035
Long-term debt		676,243		673,549
Net Common Stock Equity		578,378		574,176
Total Capitalization		1,254,621		1,247,725
Total Liabilities and Capitalization	$	2,195,155	$	2,221,760

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EX-99.1

1

2Q 2010 Earnings Conference Call

August 5, 2010

EXHIBIT 99.1

2

Safe Harbor Provision

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 including, without limitation, UIL’s expectations with respect to the benefits, costs and other anticipated financial impacts of the
proposed transaction; future financial and operating results of the company; the company’s plans, objectives, expectations and intentions with
respect to future operations and services; approval of the proposed transaction by governmental regulatory authorities; the availability of
financing; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.
Such forward-looking statements are based on the Corporation’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 and other products and services, changes in
financial markets, unanticipated weather conditions, changes in accounting principles, policies or guidelines, and other economic, competitive,
governmental, and technological factors affecting the operations, timing, markets, products, services and prices of the Corporation’s
subsidiaries. Examples of such risks and uncertainties specific to the transaction include, but are not limited to: the possibility that the
proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals, the taking of
governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that
the expected benefits will not be realized, or will not be realized within the expected time period; and the ability to issue equity and debt
securities upon terms and conditions UIL believes are appropriate. The foregoing and other factors are discussed and should be reviewed in
the Corporation’s most recent Annual Report on Form 10-K and other subsequent periodic filings with the Securities and Exchange
Commission. Forward-looking statements included herein speak only as of the date hereof and the Corporation undertakes 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.

Reconciliation of Non-GAAP Financial Measures

Financial measures highlighted in this presentation may be considered non-GAAP financial measures such as Earnings Before Interest
Expense, Income Tax, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA and Adjusted Net Income. Comparable GAAP financial
measures and a reconciliation of GAAP financial measures to non-GAAP financial measures are available in the Appendix to this presentation.

Notices

James P. Torgerson

President and Chief Executive Officer, UIL Holdings Corporation

Richard J. Nicholas

Executive Vice President and Chief Financial Officer, UIL Holdings Corporation

3

Agenda

›2Q 2010 Major Events

»Earnings Summary

»Gas Companies Acquisition Update

»New England East West Solution (NEEWS) Agreement

»GenConn Update

›Capital Expenditure Program

»Refreshed T&D 10-Year Capital Expenditure Program

»Average Rate Base Growth

›State Regulatory Update

›2Q 2010 Financial Results Detail

›Debt Maturity & Liquidity

›2010 Earnings Guidance

4

2Q 2010 Financial Results - Summary

2Q 2010

»2Q ’10 consolidated earnings of $10.1 million, or $0.34 per basic share, compared to
$13.8 million, or $0.51 per basic share, in 2Q ’09

»After-tax acquisition-related costs in the amount of $4.3 million, or $0.14 per share
included in the 2Q and YTD ’10 results

»Excluding acquisition-related costs, consolidated net income was $14.4 million, or $0.48
per share for the 2Q ’10

YTD 2010

»YTD ’10 consolidated earnings of $26.2 million, or $0.87 per basic share, compared to
$25.8 million, or $0.99 per basic share

»Excluding acquisition-related costs, consolidated net income was $30.5 million, or $1.01
per share

»Distribution expected to earn above its allowed return of 8.75%

»Transmission expected to earn its allowed weighted average ROE of 12.3%-12.5%

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Description

›Acquisition of three regulated gas LDCs owned by Iberdrola with approximately
369,000 customers

»Southern Connecticut Gas (“SCG”) - 176,000 customers

»Connecticut Natural Gas (“CNG”) - 157,000 customers

»Berkshire Gas Company (“BGC”) -36,000 customers

›Adjusted EBITDA for 12 months ended 3/31/10 of three gas LDCs of approx. $138 million1

Purchase Price

›$1,296 million less net debt of approximately $411 million for an expected cash payment at
closing of approximately $885 million, subject to post closing adjustments

Tax Treatment

›UIL expects to realize transaction related tax benefits of approximately $135 million on a net
present value basis

Timing

›Expected closing in the first quarter of 2011

Approvals

›Connecticut Department of Public Utility Control (DPUC) à filed 7/16; hearings 8/16 & 8/25

›Massachusetts Department of Public Utilities (DPU) à filed 7/23

›HSR (Hart-Scott-Rodino) à filed 7/14

›No shareowner vote required

Financing Plan

›Approximately $400 million UIL Holdings unsecured debt

›Approximately $500 million equity

(1) Source: Adjustments based on notes in audited financial statements and estimates from discussions with Iberdrola USA management.

May 25, 2010 Announcement
Gas Companies Acquisition

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Pending Acquisition
Strategic Rationale

›Transformative transaction nearly doubling the size of UIL’s regulated investments

›Expected enhanced cash flow and earnings per share accretion provide continued support of UIL’s
dividend

»Cash flow accretive immediately

»EPS accretive beginning in the first full year following closing (2012)

›Consistent with core business - regulated energy delivery

»UI’s electric utility has a proven ability to earn its allowed return in Connecticut

»Berkshire operating under a constructive rate plan in Massachusetts

›Scale benefits

»Acquisition creates a larger, diversified energy delivery company

›Asset diversification and growth opportunities

»Diversifies UIL’s revenue mix

»Diverse peaking seasons help levelize earnings and cash flow

4Adds gas winter peak to electric summer peak

»Growth opportunities through efficient expansion of customer gas utilization

›Cost savings potential

»2009 allocated corporate overheads, support costs and shared services totaled approximately $23
million at the gas LDCs

»Opportunity to realize expected savings of roughly half of the allocated amount, which is expected
to contribute to the gas LDCs’ ability to earn their allowed return beginning in the first full year
following closing

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Combined Service Territory

2009		UIL Holdings Contribution	Gas Companies Contribution
Adjusted EBITDA(1)	$349 Million	63%	37%
Adjusted Net Income(1)	$93 Million	59%	41%
Avg Rate Base	$1,909 Million	55%	45%
Electric Customers	325,000	100%	0%
Gas Customers	369,000	0%	100%
Regulated States	CT, MA	CT	CT, MA

Combined Statistics

Combined dollar amounts may not add due to rounding.

Note: (1) UIL and Berkshire Gas amounts are unadjusted.

Pending Acquisition
Combined Business Snapshot

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Agreement builds off of successful
partnership between UI and CL&P
on the recently completed
Middletown-to-Norwalk Project.

July 15, 2010 Announcement
NEEWS Agreement

›On July 14, 2010 UI entered into an agreement
with CL&P under which UI will have the right
to invest in and own transmission assets
associated with the CT portion of CL&P’s
NEEWS projects

›Total expected CT portion project cost - $711
million

»UI has the right to invest up to the greater of $60
million or an amount equal to 8.4 percent of
CL&P’s costs for the CT portions

›Upon commercial operation, assets will be
transferred to UI in proportion to its
investments

»UI investments expected to be made over the next
three or more years depending on theproject in
service dates

›Regulatory approvals:

»Joint application filed with the DPUC on 7/15

»FERC filing following DPUC approval

9

Financing

GenConn Energy LLC

›50/50 debt/equity

Status

›OnJuly 30, 2010 filed with the DPUC the 2011
revenue requirement application for both the
Devon and Middletown facilities

10

Total

2010-2019P

Distribution

147

$

187

$

129

$

111

$

114

$

577

$

1,265

$

Transmission

74

$

75

$

70

$

56

$

58

$

204

$

537

$

GenConn*

$

63

$

$

-

$

-

$

-

$

117

$

Total Base Capital Exp.**

* Equity investment - Devon plant now operating, Middletown expected operation 6/1/11.** Amounts may not add due to rounding.

($ in millions)

Base 10-yr CapEx Forecast

›High probability of occurrence (90+%)

»Identified projects with clear need and
regulatory support

›Represents 12.6% or $214 million increase
over prior 10-year CapEx Plan

»Distribution up 7.4% or $87 million

42 new substations

4Capacity expansions at existing substations

»Transmission up 32.6% or $132 million

42 new substations

4Greater Bridgeport area compliance
expenditures

»GenConn down 4.4% or ($5 million)

4Lower projected capitalized costs & interest

Growth Opportunities Beyond Base Forecast

›Transmission investment within the
region

»Renewable Portfolio Standards driving
new transmission

»Policy support from New England
Governors’ Energy Blueprint

›Generation Opportunities

»Potential opportunity for ownership of
base-load generation

54

-

UI T&D Base 10-yr Capital Expenditure Program

11

Aging Infrastructure

Cable & Pole Replacement

Distribution Transformer
Replacement

Splice Chambers

Substation Rebuilds (5)

Substation Removals

Capacity

Shelton Substation

Bus Additions

Feeder Transfers

Core Support

Central Facility

System Operations

Customer Projects

* Amounts may not add due to rounding.

Total

Aging Infrastructure

59.0

$

47.1

$

53.4

$

49.1

$

50.6

$

231.1

$

490.1

$

Capacity

25.8

$

26.0

$

25.6

$

26.3

$

35.8

$

184.3

$

323.9

$

System Operations

17.4

$

18.3

$

12.3

$

12.0

$

10.9

$

60.6

$

131.5

$

Core Support

44.9

$

95.8

$

37.8

$

23.6

$

17.0

$

100.7

$

319.8

$

Total Base Distribution*

($ in millions)

UI Base Plan - Distribution Investments

12

Grand Ave Switching Station Rebuild

Other Substation Rebuilds (5)

Line/Cable Replacement

Capacity

Standards Compliance /
Other

*Amounts may not add due to rounding.

Total

Aging Infrastructure

42.1

$

35.3

$

15.3

$

14.9

$

12.8

$

107.1

$

227.5

$

Capacity

13.4

$

13.6

$

4.4

$

2.1

$

11.5

$

49.3

$

94.2

$

Standards Compliance/Other

18.4

$

25.7

$

50.4

$

39.3

$

33.8

$

47.8

$

215.3

$

Total Base Transmission*

($ in millions)

Aging Infrastructure

Greater Bridgeport Area
Compliance Expenditures

NERC/Cyber Security/IT related

NEEWS

UI Base Plan - Transmission Investments

13

47%

38%

15%

49%

39%

12%

Rate base growth even with a declining CTA balance

54%

38%

8%

58%

38%

4%

60%

39%

1%

61%

39%

Avg. GenConn RB Equivalent

UI CAGR 7.4%

$153m

$199m

$188m

$177m

Avg. GenConn Equity “Rate Base”

$77m

$94m

$89m

$99m

UI’s 50% Share:

$52m

$26m

UI + GenConn CAGR 9.8%

UI 2010 - 2014 Average Rate Base Forecast
(Excluding GenConn Equity Investments)

14

State Regulatory Update

›Decoupling Draft Decision (DN 08-07-04RE02)

»Would defer ruling on extension of decoupling pilot to the early part of 2011

»Would approve decoupling charge of approx. $1.6 million, which includes approx. $3.8
million already recovered in rates from the previously approved rate increase
acceleration to 1/1/10

4Offset by approx. $3.9 million credit for pension tracker and earnings sharing surcredit

4Net credit of approx. $2.3 million to be returned over the 12 month period starting in September

›Generic ROE proceeding (DN 09-10-06)

»Hearings set for mid-September

»Final decision expected late December

15

* Competitive Transition Assessment

Quarter Ended June 30,

6 Months Ended June 30,

2010

2009

Difference

2010

2009

Difference

UI

Distribution, CTA* and Other

8.0

$

8.1

$

(0.1)

$

17.9

$

14.9

$

3.0

$

Transmission

7.1

6.2

0.9

13.8

12.3

1.5

Total UI Net Income

15.1

$

14.3

$

0.8

$

31.7

$

27.2

$

4.5

$

UIL Corporate, excl. acquisition-related costs

(0.7)

(0.5)

(0.2)

(1.2)

(1.4)

0.2

Subtotal

14.4

$

13.8

$

0.6

$

30.5

$

25.8

$

4.7

$

UIL Corporate acquisition-related costs

(4.3)

-

(4.3)

(4.3)

-

(4.3)

Total Net Income

10.1

$

13.8

$

(3.7)

$

26.2

$

25.8

$

0.4

$

Average Shares Outstanding - Basic

30.1

27.0

3.1

30.0

26.1

3.9

EPS - basic, excl. acquisition-related costs

0.48

$

0.51

$

(0.03)

$

1.01

$

0.99

$

0.02

$

EPS - basic, incl. acquisition-related costs (GAAP)

0.34

$

0.51

$

(0.17)

$

0.87

$

0.99

$

(0.12)

$

The dilutive effect of the May 2009 issuance of 4,600,000 shares of common stock was $0.03 per share and

$0.12 per share for the second quarter and the first six months of 2010, respectively.

2Q 2010 Financial Results - Details

16

2Q 2010 Financial Results - Details (cont.)

2Q 2010

Distribution, CTA and Other

»2Q ’10 earnings of $8.0 million compared to $8.1 million in 2Q ’09

»Favorable variance in revenues due to the approved rate increase effective January 1,
2010 was more than offset by the unfavorable variance from the equity investment in
GenConn

4GenConn equity investment generated an after-tax loss of $0.5 million due to the delay (from
June 1, 2010) in commencing operations.All four units at GenConn’s Devon site are now
operating.

Transmission

»2Q ’10 earnings of $7.1 million compared to $6.2 million in 2Q ’09

»Increase in AFUDC coupled with higher rate base and equity capitalization

YTD 2010

Distribution, CTA and Other

»YTD ’10 earnings of $17.9 million compared to $14.9 million in first six months of ‘09

»Favorable variance in rates and pricing offset slightly by unfavorable variance from the
equity investment in GenConn

Transmission

»YTD ’10 earnings of $13.8 million compared to $12.3 million in first six months of ’09

»Increase in AFUDC coupled with higher rate base and equity capitalization

17

Liquidity outlook

›Short-term borrowings outstanding of $30M as of
6/30/10 under UIL & UI $175M joint credit facility
due 12/22/11 ($50M of limit available for UIL)

›No outstanding balance as of 6/30/10 under UIL
uncommitted money market loan facility

›$115.9M borrowed under $121.5M equity bridge
loan at UI acquired to fund its portion of the
contribution to GenConn.UI must pay off the
outstanding balance on the commercial operation
date for each facility, Devon Q3 ’10, Middletown
Q2 ‘11

›UIL had $49.3M of long-term debt at the holding
company as of 6/30/10, maturing in 2/11

›UI closed on $100M 30-year 6.09% Private
Placement Debt on 7/27/10

›In parallel with the pending gas companies
acquisition, UIL revolver to be negotiated

Debt maturity schedule as of 6/30/10($M)

Solid liquidity position enabling future CapEx plans

$27.5M refunded 2/1/10

$4.3M sinking fund payment 2/16/10

* To be remarketed

*

NONE

Debt Maturity and Liquidity Profile

18

	Approximate 2010 Net Income *	2010 EPS - Basic
The United Illuminating Company
Distribution, CTA & Other	$32 - $34	$1.06 - $1.13
Transmission	26 - 28	0.87 -0.93
GenConn	1 - 2	0.05 - 0.07
Total UI	$59 - $63	$1.98 - $2.10
Corporate, excl. acquisition-related costs and events	(3) - (2)	(0.09) - (0.05)
Total UIL, excl. acquisition-related costs and events	$57 - $62	$1.92 - $2.07
2009 Actual	$54.3	$1.94

Expectations are not intended to be additive

* Rounded to the nearest million

2010 Earnings Guidance as of 8/5/10 - Consolidated AffirmedExcluding Acquisition-Related Costs and Events

Guidance Assumptions

›2010 EPS estimates include $0.15 per share dilution from May 2009 equity issuance, when compared to 2009

›Earnings from CTA are expected to decline $0.06-$0.08 per share in 2010

›Sustainable O&M cost savings in the Distribution business

›Combination of Distribution & CTA is expected to earn above its allowed ROE of 8.75% in 2010

›Transmission is expected to earn a weighted average return on equity of 12.3% to 12.5%

›GenConn Devon is now operating

19

Q&A

20

Appendix

21

Total

2009-2018P

Distribution

95

$

141

$

147

$

141

$

122

$

534

$

1,178

$

Transmission

29

$

47

$

63

$

80

$

96

$

91

$

405

$

GenConn*

-

$

57

$

65

$

-

$

-

$

-

$

122

$

Total Base Capital Exp.**

* Equity investment - Devon plant in-service 6/1/10, Middletown plant in-service 6/1/11.

** Amounts may not add due to rounding.

($ in millions)

Base 10-yr CapEx Forecast

›High probability of occurrence (90+%)

»Identified projects with clear need and
regulatory support

›Reflects decline in future peak load
forecasts

»Pushing out some capacity projects and
dollars beyond prior 10-yr plan

Growth Opportunities Beyond Base Forecast

›Transmission investment within the
region

»Renewable Portfolio Standards driving
new transmission

»Policy support from New England
Governors’ Energy Blueprint

›Generation Opportunities

»Potential opportunity for ownership of
base-load generation

Previous UI T&D Base 10-yr Capital Expenditure Program
as of November 2009

22

46%

35%

19%

47%

38%

15%

Rate base growth even with a declining CTA balance

51%

38%

11%

55%

37%

8%

59%

37%

4%

60%

39%

Avg. GenConn Rate Base Equivalent (UI’s share)

CAGR 5%

1%

$56m

$174m

$232m

$224m

Avg. GenConn Equity Investment (UI’s share)

$28m

$116m

$112m

$87m

Previous UI Average Rate Base Forecast
(Excl. GenConn Equity Investments) as of November 2009

23

Amounts may not add due to rounding.

Source: SEC filings and audited financial statements.

(1)Last twelve months ended 03/31/2010.Quarterly data is unaudited.

Acquisition Net Income to EBITDA Reconciliation

24

Amounts may not add due to rounding.

Source: Adjustments based on notes in audited financial statements and estimates from discussions with Iberdrola USA management.

(1)Last twelve months ended 03/31/2010.Quarterly data is unaudited.

Acquisition Net Income to Adjusted EBITDA Reconciliation

25

Amounts may not add due to rounding.

Source: Adjustments based on notes in audited financial statements and estimates from discussions with Iberdrola USA management.

(1)Last twelve months ended 03/31/2010.Quarterly data is unaudited.

Acquisition Adjusted Net Income Reconciliation