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):  March 10, 2011

(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 (17 CFR 240.14d-2(b))

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

Item 7.01 Regulation FD Disclosure.

On March 10, 2011, UIL Holdings Corporation (the “Registrant”) will disclose the information contained in the slides attached hereto as Exhibit 99, which includes items previously not disclosed in reports filed by the Registrant with the Securities and Exchange Commission.  Among these items are (i) an update of near-term distribution and transmission projects, (ii)  updated completion percentage for the GenConn Middletown peaking generation plant construction and (iii)  a final cash value schedule regarding a tax election pursuant to Section 338(h)(10) of the Internal Revenue Code.

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, as amended (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, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits – The following exhibit is furnished as part of this report:
99	Investor Presentation

SIGNATURES

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

UIL HOLDINGS CORPORATION

Registrant

Date:  March 10, 2011	By                /s/   Steven P. Favuzza
	Steven P. Favuzza
	Vice President and Controller

Exhibit Index

Exhibit	Description
99	Investor Presentation

EX-99

1

Morgan Stanley Conference

Morgan Stanley Utilities Conference

March 10, 2011

EXHIBIT 99

2

Morgan Stanley Conference

Important Note to Investors

Richard J. Nicholas

Executive Vice President and Chief Financial Officer

Anthony J. Vallillo

Chief Operating Officer and Chief Integration Officer

Susan E. Allen

Vice President Investor Relations

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. 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, 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. Such risks and uncertainties with respect to UIL Holdings’ recent acquisition of The
Southern Connecticut Gas Company, Connecticut Natural Gas Corporation and The Berkshire Gas Company include, but are not limited
to, the possibility that the expected benefits will not be realized, or will not be realized within the expected time period. 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.

3

Morgan Stanley Conference

3

UIL - Corporate Structure, Service Areas

›Service territory: 335 sq
miles

›~325,000 customers

›1,095 employees

›Allowed Distribution ROE
of 8.75%

›Earned ’10 Transmission
ROE (composite) of 12.5%

›50% interest in GenConn
Energy LLC

The United Illuminating
Company (UI)

Note: (1) Includes 10 basis point penalty reduction.Previously authorized 10.0% & 10.1% at SCG & CNG respectively, in effect pending resolution of rate case appeals.

UIL Holdings
Corporation

Service Area Key

SCG

CNG

UI

Berkshire

Overlapping Territory

›Service territory: 716 sq
miles - Greater Hartford-
New Britain & Greenwich

›~160,000 customers

›319 employees

›2,011 miles of mains with
~124,000 services

Connecticut Natural Gas
(CNG)

›Service territory: 738 sq
miles in Western MA
including Pittsfield and
North Adams

›~36,000 customers

›120 employees

›738 miles of mains

›Allowed ROE of 10.50%

Berkshire Gas Company
(Berkshire)

›Service territory: 512 sq
miles from Westport, CT to
Old Saybrook, CT

›~178,000 customers

›290 employees

›2,269 miles of mains with
~131,000 services

Southern Connecticut Gas
(SCG)

4

Morgan Stanley Conference

Investment Highlights

Attractive Dividend

(5.9% Yield)(2)

›Current annual dividend of $1.728 per share

›Core regulated earnings combined with the enhanced cash flow and expected earnings per
share accretion from the acquisition provide continued support for UIL’s dividend

Visible Regulated
Growth
Opportunities

›Approximately $2.1B of regulated electric capital investment in The United Illuminating
Company (UI) 10-year plan(1)

»Includes $0.6B of highly attractive transmission projects

Strong Balance Sheet

›Maintenance of investment grade credit ratings is an important objective

›Expect no need for external equity for at least the next 3 years

FERC-Regulated
Electric
Transmission

›2010 earned composite return on equity of 12.5%

›Proven ability to partner reaching beyond service territory

›New England renewable portfolio standards driving need for major transmission build

Attractive Regulated
Electric and Gas
Utility

›Proven ability to earn allowed electric returns

›Highly experienced with Connecticut regulatory proceedings

›Constructive long-term rate plan for Berkshire in Massachusetts

Notes: (1) As of ’10 EEI Financial conference.The updated annual long-term capital spending update will be presented at the Fall ‘11 EEI Financial conference.

(2) As of 3/7/11.

5

Morgan Stanley Conference

2010 Accomplishments/Milestones

ü13% increase in 2010 net income, excluding acquisition & transition related
activities, compared to 2009

üTransformative gas companies acquisition completed within six months of
announcement

üGenConn Devon became operational

üGenConn Middletown - 92.4% complete as of year-end

üInvesting in Connecticut portion of New England East West Solution projects

üExecuting on 10-year capital expenditure plan - driving long-term earnings
growth

6

Morgan Stanley Conference

UIL Becomes A Stronger, More Diverse Energy Company

Gas Company Integration

Closed on acquisition of Southern Connecticut Gas, Connecticut Natural
Gas and Berkshire Gas Company on November 16, 2010

Working diligently internalizing the Transition Services Agreement (TSA)

›Support services such as IT, Finance and Human Resources provided by
Iberdrola, USA (IUSA) with the ability to terminate any service given 90 days
notice

Integration activities are well underway

›Implementation of these initiatives is expected to continue through this year with
most completed before 2012

2012 savings opportunities - identified & quantified

›IUSA 2009 allocated corporate overheads, support costs and shared services
totaled $23M

»$11.6M of expected savings to be in place in 2012

7

Morgan Stanley Conference

Expected $11.6M of Identified Savings

net

2012 Shared Services Identified Savings

8

Morgan Stanley Conference

›Scheduled: draft - 3/21/11, final - 4/13/11

›Continued until final decision on pilot to be
made as part of UI’s ’10 rate year decoupling
filing due by 4/4/11

›As of 12/31/10 - approximately $1.9M owed to
customers

SCG Potential Overearnings

Generic ROE Proceeding

UI Electric Decoupling

SCG/CNG Rate Case Appeals

›Potential for UI to file distribution rate case for rates in effect in 2012 to reflect
significant investments in distribution infrastructure

›DPUC docket opened 12/28/10

›Scheduled: draft - 3/25/11, final - 4/13/11

›Pending at the CT Supreme Court

›Previous allowed returns in effect pending
appeals - SCG 10%, CNG 10.1%

9

Morgan Stanley Conference

($ millions)

The annual long-term capital spending update will be presented at the Fall EEI
Financial conference

Central Facility

New business main & services,
system improvements, fleet, IT

Capital costs relating to the
integration of the gas companies,
mainly IT-related

Major Variance Explanations

* 2010 Gas distribution CapEx reflects the full year amount; UIL ownership was for 6 weeks effective with the closing on the acquisition.

Amounts may not add due to rounding.

2011 Capex Update

10

Morgan Stanley Conference

Electric transmission investments

Electric distribution investments

31%

12%

26%

11%

50%

19%

27%

4%

20%

2011 Electric Distribution & Transmission Capex Detail

11

Morgan Stanley Conference

Gas distribution investments

47%

22%

12%

8%

8%

3%

2011 Gas Distribution Capex Detail

12

Morgan Stanley Conference

Central Facility - UI Office &
Operations Building

Splice Chamber Remediation

Paper Insulated Lead Cable (PILC)
Replacement

Distribution Transformer Replacement
Program

›Consolidate all UI “Work Centers” onto a single
site referred to as the Central Facility

›Under construction

›Planned in-service
2012

~ $115M*

›Rebuild deteriorated underground splicing chambers

›Under construction

›Annual program
over 10 years

~ $7M per year

›Under construction

›Annual program
over 10 years

~ $3M per year

›Infrastructure program to replace transformers due
to poor physical condition, inadequate capacity,
and/or contain unacceptable levels of PCB's

›Under construction

›Annual program over
10 years

~ $7M per year

* Dollars shown are rounded/approximate expected total project CapEx (generally including both spend to date and future expected spend).

Examples of Current Distribution Projects

13

Morgan Stanley Conference

Grand Avenue 115 kV Switching
Station Rebuild

New Shelton 115/ 13.8 kV
Substation

New Union Avenue 115/ 26.4 kV
Substation

East Shore 115 kVSubstation Upgrades

›Addresses short circuit capability issues and
aged/obsolete infrastructure

›Under construction

›Planned in-service
2012

~ $60M*

›Meets Greater Shelton area load growth

›In Planning

›Planned in-service
2015

~ $20M*

›In engineering

›Planned in-service
2012

~ $15M*

›Addresses infrastructure condition, maintenance
short circuit capability concerns

›Phased upgrades,
in engineering and
construction

›Planned in-service
2011-2013

~ $25M*

* Dollars shown are rounded/approximate expected total project CapEx (generally including both spend to date and future expected spend); excluding AFUDC.

Near-term Electric Transmission Reliability Upgrades

14

Morgan Stanley Conference

UI Transmission - NEEWS Investment

UI Participation in CL&P Project:

›UI’s portion of investment: greater of
$60M or 8.4% of CL&P’s costs for the
CT portions …

›8.4% currently estimated at
approximately $69M (increased from
original estimate of $60M)

›First deposit made in December 2010

UI’s anticipated investment increased from $60M to $69M

Refreshed UI Investment Amounts and Timeline:

($ millions)

Potential UI Investment*

2010A

2011P

2012P

2013P

2014P

2015P

2016P

Total

Current Projection

7

$

3

$

9

$

8

$

12

$

23

$

7

$

69

$

Previous Projection

-

$

10

$

9

$

8

$

12

$

23

$

7

$

69

$

Difference

* Based on NU's latest projection of UI's Investment in CL&P's portion of the NEEWS Projects.

15

Morgan Stanley Conference

Renewable-Enabling Transmission

15

Collaborative effort: UI, NU, NSTAR and NGrid …

to research / identify the most economical means of satisfying future RPS obligations

Significant Region-Wide Need:

›RPS requirement > 3x current
available renewables*

›CT requirement is > UI’s entire load

›Gap will be filled by renewables
remote from load

N.E. Governors’ Blueprint:

›Significant transmission build-out
indicated

›Potential $7 to $10B range - could be
higher or lower to satisfy a 4,000 to
12,000 MW need

›Cost to New England likely much less
than Midwestern wind

Potential Solutions Under Study

›Need will likely be satisfied by a portfolio
of projects

›One promising example is shown below

* From ISO-NE presentation dated 5/15/09 - driven by 2008 data.

Vast majority of
potential onshore
renewables (wind)

are in northern NE

North-South Interface:

80% of NE electric
load is below this line

16

Morgan Stanley Conference

Devon Facility

›Operating

›Contractual requirements met on
9/10/10

Middletown Facility

›95% complete as of 2/28/11

›Expected to be operational in June 2011

50/50 Joint Venture between UI and NRG

UI GenConn Energy

17

Morgan Stanley Conference

17

Updated Near-Term Average Rate Base Profile

28%

23%

7%

30%

22%

5%

35%

3%

40%

1%

23%

38%

37%

39%

43%

22%

38%

24%

36%

40%

24%

Electric distribution

CTA

Gas distribution*

Electric transmission

UI’s 50% Share ($M):2010A2011P2012P2013P2014P2015P

Avg. GenConn RB Equivalent:$ 51$ 140$ 164$ 156$ 149$ 142

Avg. Gen Conn Equity “Rate Base”$ 25$70$82$78$75$71

Rate Base (Excluding GenConn Equity Investments):

GenConn Equity Investments:

* 2010 Gas distribution average rate base reflects the full year; UIL ownership was for 6 weeks effective with the closing on the acquisition.For comparability purposes, Gas distribution
excludes the impacts of 338(h)(10) election.

Amounts may not add due to rounding.

42%

18

Morgan Stanley Conference

Financial Results

19

Morgan Stanley Conference

$M

Amounts may not add due to rounding.

2010 vs. 2009 Financial Results

20

Morgan Stanley Conference

2010 Financial Results - Details

Electric distribution, CTA & other

›12% increase in net income compared to ’09

»Increased operating income due to rate increase effective 1/1/10, partially offset by lower CTA rate
base

»Earnings of $1.2M from UI’s equity investment in GenConn

»Average earned ROE of 9.18% after sharing

Electric transmission

›12% increase in net income compared to ’09

»Increase in AFUDC coupled with higher rate base

»Weighted average ROE of 12.5%

Gas distribution

›Net income of $12.9M from acquisition close (11/17/10 - 12/31/10)

›Expected final average ROEs; SCG 10.60% - 10.80%, CNG 8.95% - 9.05%

›Net increase of 1.3% in customers in 2010

Acquisition & transition related expenses - $19.3M after-tax

Bonus depreciation effect on ’10 results based on current expectations - ($0.6M)

EPS dilution from Sept. ’10 equity issuance - $0.33 per share

21

Morgan Stanley Conference

Cash*

EPS*

2010A

2011P

$97 million

(0.05)

$

* Based on current expectations.

Bonus Depreciation 2010 & 2011

Efficient use of cash benefits from bonus depreciation

›Expected pension contributions of $65-$75M to the electric and gas pension
plans in 2011

›Reduces pension costs and increases rate base

Expect no need for external equity for at least the next 3 years

22

Morgan Stanley Conference

UI Equity Bridge Loan

UIL Debt retired 2/15/11

Liquidity Overview (12/31/10)

Near-Term Debt Maturities

($M)

*

* To be remarketed

Amounts may not add due to rounding.

No

Expect no need for external equity for at least the next 3 years

($M)

Debt Maturity and Liquidity Profile

23

Morgan Stanley Conference

23

Credit Ratings

Maintenance of investment grade credit ratings is an important objective

Issuer	S&P	Moody’s
UIL Holdings	BBB (Stable)	Baa3 (Stable)
United Illuminating	BBB (Stable)	Baa2 (Stable)
SCG	BBB (Stable)	Baa2 (Stable)
CNG	BBB (Stable)	Baa1 (Stable)
Berkshire	BBB (Stable)	Baa2 (Stable)

24

Morgan Stanley Conference

Assumptions

›Bonus depreciation is expected to have a net impact of
($0.05) per share

›Includes one-time costs for the transition of the gas
distribution business support services from IUSA, as well
as the on-going integration costs

2011 Operational Snapshot

›Integration of all of the regulated businesses with an emphasis on process integration initiatives and best practices

›Exiting the TSA by year-end for vast majority of services

›Positioning to realize half of IUSA’s ‘09 allocated corporate charges of $23M à expected savings of $11.6M in 2012

›Continued focus on management of O&M expenses at each of our regulated businesses

›Execution of capital expenditure plan at each of our regulated businesses

25

Morgan Stanley Conference

Assumptions

›Bonus depreciation is expected to have a net impact of
($0.10) per share

2012 Operational Snapshot

›Integration of all of the regulated businesses with an emphasis on process integration initiatives and best practices

›Completely exiting the TSA

›Continued focus on management of O&M expenses at each of our regulated businesses

›Execution of capital expenditure plan at each of our regulated businesses

26

Morgan Stanley Conference

Closing Remarks

ØClosed on gas company acquisitions & moving forward with integration
activities with 2011 being a transition year

ØGenConn Devon operational - Middletown expected to be fully operational by
June 2011

ØExpecting to earn allowed returns on all regulated businesses on an aggregate
basis

ØContinued management of O&M expenses

ØExecuting on capital expenditure plan - realizing rate base growth

ØContinue to seek out Transmission opportunities in our service territory and
beyond

ØExpect no need for external equity for at least the next 3 years

27

Morgan Stanley Conference

Q&A

28

Morgan Stanley Conference

Appendix

29

Morgan Stanley Conference

30

Morgan Stanley Conference

›Connecticut Department of Public Utility Control (DPUC)

›Currently operating under rates established in 2009*

›Allowed ROE of 8.75%, based on a capital structure of 50.0% equity

›Federal Energy Regulatory Commission (FERC)

›Transmission trued up on an annual basis to allowed composite ROE based on FERC approved formula rate

›2010 composite ROE of 12.5%, based on a capital structure of 50.0% equity

›DPUC approved Contracts for Differences with CL&P (subsidiary of Northeast Utilities) and cost sharing agreement
(80% CL&P / 20% UI)

›Allowed ROE has a lifetime floor of 9.75% based on a capital structure of 50.0% equity

›Connecticut Department of Public Utility Control (DPUC)

›2009 rate case decision is under appeal and has been stayed pending determination of the appeal

›Currently operating under old rates with embedded overearnings credit - new rates per rate case virtually the same as old
rates currently in place

›Allowed ROE of 9.26% (previously allowed return of 10.0% in effect pending appeal), based on a capital structure of 52.0%
equity

›Allowed ROE of 9.31% (previously allowed return of 10.1% in effect pending appeal), based on a capital structure of 52.5%
equity

›Massachusetts Department of Public Utilities (DPU)

›10 year constructive rate plan expiring 1/31/12

›Rates adjusted annually based on inflation and other factors

Regulatory Overview

Distribution

Transmission

* The revenue decoupling mechanism will be reviewed by the DPUC in 2011.

31

Morgan Stanley Conference

* Updated - February 23, 2011

** Per November ’10 EEI presentation.UI base 10-yr (2010-2019) capex forecast, including GenConn - $2.1B.

Amounts may not add due to rounding.

UIL Base 2011-2019 CapEx Forcast

32

Morgan Stanley Conference

$494

$492

$535

$564

$681

$735

$798

$851

$853

$906

$906

$958

$405

$405

$401

$407

$422

$435

$496

$511

$514

$538

$529

$561

$766

$857

$777

$863

$788

$869

$799

$882

$811

$885

$751

$-

$500

$1,000

$1,500

$2,000

$2,500

Electric distribution

Electric transmission

CTA

Gas distribution

(1)CTA Avg Rate Base figures in current forecast are $127M ’10, $89 ’11, $50M ’12 and $11M ’13

(2)2010 Gas distribution average rate base reflects the full year; UIL ownership was for 6 weeks effective with the closing on the acquisition.For comparability purposes, Gas
distribution excludes the impacts of 338(h)(10) election.

Amounts may not add due to rounding.

(2)

(1)

($M)

$1,025

$1,791

$1,920

$1,930

$1,777

$2,087

$2,093

$2,246

$2,166

$2,326

$2,246

$2,404

Average Rate Base 2010 - 2015
Current Forecast vs. EEI Forecast

33

Morgan Stanley Conference

Amounts may not add due to rounding.

Expected Impacts of Bonus Depreciation - 2010 & 2011

34

Morgan Stanley Conference

Final 338(h)(10) Cash Value
($ Millions)

35

Morgan Stanley Conference

* RPS = Renewable Portfolio Standard.

** From ISO-NE Presentation dated 5/15/09 - driven by 2008 data.

*** From ISO-NE Presentation dated 5/25/10 - “existing” includes RPS obligations through 2009.Total RPS Requirement excludes Vermont renewables, combined heat & power, and energy
efficiency obligations.

Region-Wide
Compliance Gap

(v. “existing” renewable resources**)

forecasted/estimated at

~ 18,000GWh

Region-Wide RPS Obligation thru 2020:

›Unlikely to be
satisfied by
renewables currently
in the ISO-NE queue

›Will require
significant additional
transmission

Satisfaction will likely require significant new transmission in the region.

Region-Wide RPS* Obligations

36

Morgan Stanley Conference

Connecticut RPS Requirements

(Percentage of Retail Load)

Class I resources include energy derived from solar, wind, fuel cell, methane gas from landfills, ocean thermal, wave,
tidal, run-of-river hydropower (<5MW, began operation after July 1, 2003), sustainable biomass (NOx emission <0.075
lbs/MMBtu of heat input)

Class II resources include other biomass (NOx emission <0.2 lbs/MMBtu of heat input, began operation before July 1,
1998), small run-of-river hydroelectric (<5MW, began operation before July 1, 2003) and municipal solid waste trash-to-
energy facilities

Class III include customer-sited combined heat and power (with operating efficiency >50% of facilities installed after
January 1, 2006), waste heat recovery systems (installed on or after April 1, 2007), electricity savings from conservation
and load management programs (began on or after January 1, 2006)

CT RPS Requirements