FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value of Financial Assets and Liabilities

The following tables set forth UIL Holdings’ financial assets and liabilities, other than pension benefits and OPEB, which were accounted for at fair value on a recurring basis as of June 30, 2011 and December 31, 2010.

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total
June 30, 2011	(In Thousands)
Assets:
Derivative assets	$	-	$	-	$	84,294		$	84,294
Noncurrent investments available for sale		10,111		-		-			10,111
Deferred Compensation Plan		3,694		-		-			3,694
Supplemental retirement benefit trust life insurance policies (Note G)		5,930		-		-			5,930
	$	19,735	$	-	$	84,294		$	104,029

Liabilities:
Derivative liabilities	$	-	$	-	$	269,506		$	269,506

Net fair value assets/(liabilities), June 30, 2011	$	19,735	$	-	$	(185,212	)	$	(165,477	)


December 31, 2010
Assets:
Derivative assets	$	-	$	-	$	34,188		$	34,188
Noncurrent investments available for sale		9,774		-		-			9,774
Deferred Compensation Plan		3,725		-		-			3,725
Supplemental retirement benefit trust life insurance policies (Note G)		5,665		-		-			5,665
	$	19,164	$	-	$	34,188		$	53,352

Liabilities:
Derivative liabilities	$	-	$	-	$	142,806		$	142,806

Net fair value assets/(liabilities), December 31, 2010	$	19,164	$	-	$	(108,618	)	$	(89,454	)

Changes in Fair Value of Assets and Liabilities Classified as Level 3

The following tables set forth a reconciliation of changes in the fair value of the assets and liabilities above that are classified as Level 3 in the fair value hierarchy for the six month period ended June 30, 2011.

	Six Months Ended
	June 30, 2011
	(In Thousands)

Net derivative assets/(liabilities), December 31, 2010	$	(108,618	)
Unrealized gains and (losses), net
Included in earnings		(408	)
Included in other comprehensive income		90
Included in regulatory assets/(liabilities)		(76,276	)
Net derivative assets/(liabilities), June 30, 2011	$	(185,212	)


Change in unrealized gains (losses), net relating to net derivative assets/(liabilities), still held as of June 30, 2011	$	(76,594	)

Change in Net Regulatory Asset/(Liability) Balance

The following table sets forth a reconciliation of changes in the net regulatory asset/(liability) balances that were established to recover any unrealized gains/(losses) associated with the contracts for differences for the six month period ended June 30, 2011. The amounts offset the net contract for differences liabilities included in the derivative liabilities detailed above.

	Six Months Ended
	June 30, 2011
	(In Thousands)

Net regulatory assets/(liabilities), December 31, 2010	$	108,976
Unrealized (gains) and losses, net		76,276
Net regulatory assets/(liabilities), June 30, 2011	$	185,252

- Definition

This element represents the disclosure related to assets and liabilities by class, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring and/or nonrecurring basis in periods after initial recognition (for example, impaired assets). The disclosures that may be required or desired include: (a) the fair value measurements recorded during the period and the reasons for the measurements and (b) the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a),(b)
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19190-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 5
-Subparagraph (a),(b)
-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 33
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 6
-Footnote 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details