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):  May 5, 2009

(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 May 5, 2009, UIL Holdings Corporation (the Registrant or UIL Holdings) issued a press release that announces its financial results for the three months ended March 31, 2009 and affirms its 2009 earnings guidance.  A copy of the Registrant's press release is attached hereto as Exhibit 99.

Item 7.01 Regulation FD Disclosure

On May 6, 2009, 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 an updated average twelve month distribution return on equity as of March 31, 2009 and the outstanding balance on UI’s short-term revolving credit facility as of April 30, 2009.  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 earnings per share (EPS) information by line of business is useful in understanding the fluctuations in EPS for UIL Holdings between the current and prior periods.  The amounts presented show the EPS from continuing operations and discontinued operations where applicable for each of UIL Holdings’ lines of business.  EPS is calculated by dividing the income from continuing operations and discontinued operations for each line of business by the average number of shares of UIL Holdings common stock outstanding for the periods presented.  The EPS for all periods presented are calculated on the same basis and reconcile to the amounts presented on a generally accepted accounting principle’s (GAAP) basis.  The earnings per share for each of continuing operations, discontinued operations and combined total EPS is a GAAP-basis presentation.

UIL Holdings also believes that a breakdown, presented on a per share basis, of how particular significant items contributed to the change in income from continuing operations and discontinued operations by line of business (Item Variance EPS Presentation) 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 revenue or expense item, booked in accordance

2

with 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 amounts provided as Item Variance EPS Presentation are provided for informational purposes only and are not intended to be used to calculate “Pro-forma” amounts.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits – The following exhibits are filed as part of this report:
99	Press release, dated May 5, 2009.
99.1	Presentation on First Quarter 2009 Results.

3

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:  5/5/09	By                /s/ Richard J. Nicholas
	Richard J. Nicholas
	Executive Vice President
	and Chief Financial Officer

4

Exhibit Index

Exhibit	Description
99	Press Release dated May 5, 2009.
99.1	Presentation on First Quarter 2009 Results.

5

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

May 5, 2009	Analyst Contact:	Susan Allen:	203-499-2409
	Media Contact:	Al Carbone:	203-499-2247
		After Hours:	203-499-2812

UIL Holdings Corporation Announces First Quarter 2009 Results and

Reaffirms2009 Earnings Guidance

UIL Holdings Corporation (NYSE: UIL) today reported consolidated net income of $12.0 million, or $0.48 per share, for the first quarter of 2009, compared to net income of $6.6 million, or $0.26 per share, for the same period in 2008.

“Much of UIL’s increase in first quarter net income was due to significant operation and maintenance (O&M) expense reductions in the distribution business,” commented James P. Torgerson, UIL’s President and CEO.  “We are managing UI’s distribution business to take into account the Connecticut DPUC reductions in the allowed O&M expense in our recent distribution rate case decision.  The completion of the Middletown-to-Norwalk transmission line also contributed to the increased earnings.”

Distribution business earnings were $0.18 per share higher in the first quarter of 2009 compared to the same period in 2008.   The following table details the components of the $0.18 increase in earnings per share in 2009 when compared to 2008.

Revenue	EPS Impacts
Distribution rates & pricing	$	0.10
Decoupling adjustment		0.03
Sales volume		(0.03	)
Other		0.01
O&M Expense
Customer service - allocated		0.06
Uncollectibles		0.04
Outside services contractors		0.04
Pension & postretirement		(0.07	)
Distribution Business EPS variance	$	0.18

Some of the positive factors in the first quarter of 2009 compared to the same period in 2008 resulted from UI’s recent distribution rate case decision.  The decoupling adjustment reflects the recording of revenues to implement the first two months of operation with the decoupling mechanism as approved in the decision.  The uncollectible expense includes the effect of allocating a portion of the uncollectible expense to the Generation Services Charges as authorized

- more - -

in the decision.  In addition, the decision provides for recovery of the increase in pension and postretirement expense either in rates or as a regulatory asset for future recovery.  The decrease in distribution customer service expense compared to 2008 was due to a May 2008 Federal Energy Regulatory Commission order, which allows a portion of this expense to be allocated to the transmission business.  

The transmission business earnings were $0.05 per share higher in the first quarter of 2009 compared to the comparable quarter in 2008 primarily due to an increase in transmission rate base, allowed return and increased equity in the capital structure.  As previously reported, UI completed the Middletown-to-Norwalk transmission project, which went into service ahead of schedule, in December 2008.

Earnings per share for the first quarter of 2009, compared to the same period in 2008, for continuing operations and discontinued operations and by line of business, (which constitutes a non-GAAP financial measure), are as follows:

UIL HOLDINGS CORPORATION
SEGMENTED CONSOLIDATED INCOME STATEMENT
	Quarter Ended March 31,
	2009			2008
Net Income (Loss) ($M)
UI
Distribution, CTA and Other	$	6.8		$	2.3
Transmission		6.1			4.8
Total UI Net Income	$	12.9		$	7.1
UIL Corporate		(0.8	)		(0.4	)
Total Continuing Operations	$	12.1		$	6.7
Discontinued Operations - Xcelecom		(0.1	)		(0.1	)
Total Net Income	$	12.0		$	6.6
Earnings (Loss) per Share ($/share)
UI
Distribution, CTA and Other	$	0.27		$	0.09
Transmission		0.24			0.19
Total UI	$	0.51		$	0.28
UIL Corporate		(0.03	)		(0.02	)
Total Continuing Operations	$	0.48		$	0.26
Discontinued Operations - Xcelecom		-			-
Total UIL Holdings	$	0.48		$	0.26

GenConn

As announced in late April, GenConn Energy, a 50-50 joint venture between NRG Energy, Inc. and UI, reached a significant milestone in the development of its peaking generation projects by closing on its project financing.

 - more -

2

“Securing the financing was an essential step in the process,” added Torgerson. “Construction is already underway at the existing NRG Devon plant in Milford, Connecticut. The plant is expected to be in commercial operation in June 2010. Construction at Middletown, CT, also on an existing NRG site, will begin in February 2010 and GenConn Middletown is expected to be in commercial operation in June 2011. The construction of the two peaking plants will benefit electric customers in CT and throughout New England by enhancing the reliability of the electric grid.”

Distribution Rate Case Update

On February 18, 2009, UI filed a request for reconsideration with the DPUC regarding clarification on various technical issues related to the interest rate tracking mechanism, the revenue decoupling provision and other matters.  The DPUC reopened the proceeding to consider UI’s request. On April 22, 2009, the DPUC issued a draft decision in the reopened proceeding that, if adopted as the final decision, would correct certain technical issues, clarify other issues raised by UI and increase UI’s revenue requirements by $0.655 million in 2009 and an incremental $0.284 million in 2010 for a total of $0.939 million.  On May 4, 2009 UI submitted written exceptions to the DPUC.  A final decision is expected in June 2009.

On March 13, 2009, UI requested a further reopening of the distribution rate case decision to address the decision’s distribution return on equity of 8.75%.  The DPUC has scheduled oral arguments to take place on May 11, 2009 to determine whether the proceeding should be reopened.

Looking Forward

UIL reaffirms the earnings guidance reported on March 11, 2009 as shown below.

2009 Earnings Expectations
UI
Distribution, CTA & Other	$0.90 - $1.10
Transmission	0.95 -   1.05
Total UI (1)	$1.90 - $2.10
UIL Corporate	(0.12) - (0.07)
Total Continuing Operations (1)	$1.80 - $2.00
(1)  Expectations are not intended to be additive

- more - -

3

First Quarter Earnings Conference Call

In conjunction with this earnings release, UIL will conduct a web cast conference call with financial analysts, Wednesday, May 6, 2009 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 324,000 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 earnings per share (EPS) information by line of business is useful in understanding the fluctuations in EPS for UIL Holdings between the current and prior periods.  The amounts presented show the EPS from continuing operations and discontinued operations where applicable for each of UIL Holdings’ lines of business.  EPS is calculated by dividing the income from continuing operations and discontinued operations for each line of business by the average number of shares of UIL Holdings common stock outstanding for the periods presented.  The EPS for all periods presented are calculated on the same basis and reconcile to the amounts presented on a generally accepted accounting principle’s (GAAP) basis.  The earnings per share for each of continuing operations, discontinued operations and combined total EPS is a GAAP-basis presentation.

UIL Holdings also believes that a breakdown, presented on a per share basis, of how particular significant items contributed to the change in income from continuing operations and discontinued operations by line of business (Item Variance EPS Presentation) 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 revenue or expense item, booked in accordance with 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 amounts provided as Item Variance EPS Presentation are provided for informational purposes only and are not intended to be used to calculate “Pro-forma” amounts.

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, policies 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.  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.

4

The following are summaries of UIL Holdings’ unaudited consolidated financial information for the first quarter of 2009:

UIL HOLDINGS CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(In Thousands except per share amounts)
(Unaudited)
	Three Months Ended
	March 31,
	2009			2008
Operating Revenues
Utility	$	235,272		$	234,417
Non-utility		237			207
Total Operating Revenues		235,509			234,624
Operating Expenses
Operation
Purchased power		103,567			117,526
Operation and maintenance		52,429			52,419
Transmission wholesale		12,467			8,551
Depreciation and amortization		23,987			25,186
Taxes - other than income taxes		14,494			12,276
Total Operating Expenses		206,944			215,958
Operating Income		28,565			18,666
Other Income and (Deductions), net		1,471			1,855
Interest Charges, net
Interest on long-term debt		8,392			7,277
Other interest, net		491			208
		8,883			7,485
Amortization of debt expense and redemption premiums		513			432
Total Interest Charges, net		9,396			7,917
Income Before Income Taxes, Equity Earnings and
Discontinued Operations		20,640			12,604
Income Taxes		8,563			5,686
Income Before Equity Earnings and Discontinued Operations		12,077			6,918
Income (Loss) from Equity Investments		12			(274	)
Income from Continuing Operations		12,089			6,644
Discontinued Operations, Net of Tax		(47	)		(57	)
Net Income	$	12,042		$	6,587
Average Number of Common Shares Outstanding - Basic		25,188			25,050
Average Number of Common Shares Outstanding - Diluted		25,543			25,399
Earnings Per Share of Common Stock - Basic:
Continuing Operations	$	0.48		$	0.26
Discontinued Operations		-			-
Net Earnings	$	0.48		$	0.26
Earnings Per Share of Common Stock - Diluted:
Continuing Operations	$	0.47		$	0.26
Discontinued Operations		-			-
Net Earnings	$	0.47		$	0.26
Cash Dividends Declared per share of Common Stock	$	0.432		$	0.432

5

UIL HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
	March 31,		December 31,
(thousands of dollars)	2009		2008
ASSETS
Current assets	$	279,731	$	252,708
Current assets of discontinued operations held for sale		3,166		4,537
Property, plant and equipment, net		1,085,966		1,073,588
Regulatory assets		720,721		723,079
Other long-term assets		30,034		29,274
Total Assets	$	2,119,618	$	2,083,186
LIABILITIES AND CAPITALIZATION
Current liabilities	$	366,293	$	366,671
Current liabilities of discontinued operations held for sale		4,697		5,467
Noncurrent liabilities		320,440		304,292
Deferred income taxes		296,502		298,824
Regulatory liabilities		85,052		84,322
Total Liabilities		1,072,984		1,059,576
Net long-term debt		569,691		549,031
Net common stock equity		476,943		474,579
Total Capitalization		1,046,634		1,023,610
Total Liabilities and Capitalization	$	2,119,618	$	2,083,186

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EX-99.1 CHARTER

1

1Q ’09 Earnings

1Q 2009 Earnings Conference Call

May 6, 2009

- transforming investment into future value

EXHIBIT 99.1

2

1Q ’09 Earnings

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 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, 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. 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.

Important Note to Investors

For more information, contact:

Sue Allen - V.P. IR, 203.499.2409
Susan.Allen@uinet.com

Michelle Hanson - - Mgr. IR, 203.499.2481
Michelle.Hanson@uinet.com

James P. Torgerson

President and Chief Executive Officer

Richard J. Nicholas

Executive Vice President and Chief Financial Officer

3

1Q ’09 Earnings

Discussion Topics

Ш1Q 2009 Earnings Summary

Ш2009 Strategic Initiatives

ШCapital Expenditures & Rate Base

ШGenConn Update

ШRate Case Update

Ш1Q 2009 Earnings Detail

ШFinancing Plans

Ш2009 Earnings Guidance

UIL Holdings 1Q 2009 Earnings Call

4

1Q ’09 Earnings

1Q 2009 Financial Results - Summary

1Q ’09 earnings from continuing operations of $12.0 million, or $0.48 per
share, compared to $6.6 million, or $0.26 per share in 1Q ’08

ШStrong first quarter performance

»Significant O&M cuts

»First quarter implementing February 4, 2009 distribution rate case decision

4Recording of revenues to implement the first two months of operation with the decoupling
mechanism

4Trackers are in place

4Portion of uncollectible expense allocated to GSC

»Transmission earnings increased by $0.05 per share

4Completion of the Middletown-to-Norwalk project

4Earning on:

-Higher rate base

-Allowed return

-Increased equity in the capital structure

ШSuccessful financings in 1Q ‘09

»GenConn, UI & NRG closed on $534 million of project financing in late April

»Remarketed $103.5million in tax-exempt Pollution Control Revenue Bonds

5

1Q ’09 Earnings

* 2009-2017

2009 Strategic Initiatives

Previously announced - plan for $75-$100 million of equity in 2009

ШUniversal shelf registration in place on March 11, 2009

On track with 2009 revised capital expenditure plan

Reported $1.9 billion* 10-year T&D capital expenditure program in
November 2008

ШProgram is under review

Continue to investigate investment opportunities related to our core
business

Moving forward with both GenConn peaking generation projects

Analyzing Federal Stimulus funding opportunities

6

1Q ’09 Earnings

Current

Estimate

(1)

Distribution

$50 - $65

Transmission

$22 - $28

Total 2009 Projected

Capital Expenditures

$75 - - $90

(1)Ranges are not intended to be additive

Types of Projects Deferred:

Capacity

ШNew substations

ШLoad relief projects

ШSubstation rebuilds

Infrastructure

ШSubstation removal

ШCable replacement programs

ШSplice chamber replacements

ШPole replacements

IT Related - software upgrades and hardware
refresh

$ millions

2009 Capital Expenditure Projections

7

1Q ’09 Earnings

Stranded costs - fully amortized by 2013

Note: 2009 average rate base projections based on the
current 2009 capital expenditure estimate

Average Rate Base 2007-2009

8

1Q ’09 Earnings

Devon & Middletown

Locations

$400 Million*

Approximate Cost

Attained April 27, 2009

Financing

CL&P

Off Taker

2010 & 2011

COD

400 MW

Capacity

GE LM6000

Technology

Project Development Highlights

Joint Venture between UI and NRG

* GenConn estimates that project costs may increase over the proposal it had originally submitted to the DPUC.The increase is driven
primarily by increased financing costs and the cost to build interconnection facilities at the Middletown site.Reasonably incurred financing
costs and the interconnection cost are pass-through costs and GenConn expects to recover these costs through its contract for differences
as determined by the DPUC.

GenConn Energy - Peaking Generation

Regulated COS approach

ШROE, lifetime floor - - 9.75%

Ш50/50 debt/equity

Ш30-year O&M costs reviewed annually

ШCost recovery through contract for
differences

Financing

Ш50% financed at the project level

Ш50% financed with Equity Bridge Loans -
25% UI, 25% NRG

Status

ШAll major equipment - -ordered

ШGeneral contractor - awarded

ШDevon site - construction started

9

1Q ’09 Earnings

Financings for GenConn

On April 27, 2009 - GenConn, UI & NRG closed on $534 million of project
financing

ШUI obtained EBL in the amount of $121.5 million, the proceeds of which will fund
its commitments as a 50% owner of GenConn

»EBL will be repaid upon commercial operation

4Devon, June 2010

4Middletown, June 2011

ШGenConn obtained project financing in the amount of $291 million

»$243 million seven-year project-backed term loan

»$48 million five-year working capital facility

10

1Q ’09 Earnings

Key Dates

Rate Case Update

On February 18, 2009 - UI filed request for reconsideration with the
DPUC

ШClarification on technical issues related to the interest rate tracking mechanism,
revenue decoupling provision & other matters

ШThe DPUC reopened the proceeding to consider UI’s request

ШOn April 22, 2009 DPUC issued a draft decision

»The draft, if adopted as the final decision, would:

4Correct certain technical issues

4Clarify other issues raised by UI

4Increase UI’s revenue requirements by $0.655 million in 2009 and an incremental $0.284 million in 2010, totaling
$0.939 million

»UI submitted written exceptions to the DPUC on May 4th

»Oral arguments are scheduled for May 19th

»Final decision is expected June 3rd

On March 13, 2009 - UI requested a further reopening to address the
distribution return on equity of 8.75%

ШThe DPUC has scheduled oral arguments to take place on May 11th to determine
whether the proceeding should be reopened

11

1Q ’09 Earnings

2009 T&D Blended Allowed ROE of 10.1% - 10.2%

12

1Q ’09 Earnings

2009

2008

Net Income (Loss) ($M)

UI

Distribution, CTA and Other

6.8

$

2.3

$

Transmission

6.1

4.8

Total UI Net Income

12.9

$

7.1

$

UIL Corporate

(0.8)

(0.4)

Total Continuing Operations

12.1

$

6.7

$

Discontinued Operations - Xcelecom

(0.1)

(0.1)

Total Net Income

12.0

$

6.6

$

Earnings (Loss) per Share ($/share)

UI

Distribution, CTA and Other

0.27

$

0.09

$

Transmission

0.24

0.19

Total UI

0.51

$

0.28

$

UIL Corporate

(0.03)

(0.02)

Total Continuing Operations

0.48

$

0.26

$

Discontinued Operations - Xcelecom

-

-

Total UIL Holdings

0.48

$

0.26

$

Quarter Ended March 31,

1Q 2009 Financial Results

13

1Q ’09 Earnings

Continually monitoring O&M expenses

Ш1Q reflects two months of operation of the decoupling
mechanism, $0.03 per share

ШUncollectible expense - $0.02 per share attributable to
GSC allocation allowed in February 4, 2009 rate case
decision

ШPer May 2008 FERC order, a portion of customer
service expense is allocated to the transmission
business

ШPension and postretirement expense is recoverable in
rates or as a regulatory asset for future recovery

ШDistribution and CTA combined return on equity -
12 months ending 3/31/09 - 8.45%

Revenue

EPS Impacts

Distribution rates & pricing

0.10

$

Decoupling adjustment

0.03

Other

0.01

Sales volume

(0.03)

O&M Expense

Customer service - allocated

0.06

Uncollectibles

0.04

Outside services contractors

0.04

Pension & postretirement

(0.07)

Distribution EPS variance

0.18

$

1Q 2009 Earnings Details Compared to the Same Period in 2008

14

1Q ’09 Earnings

1Q 2009 Compared to 1Q 2008 - cont.

Transmission - - $0.24 per share vs. $0.19 per share in 2008, $0.05 per
share increase

ШEarning on:

»Higher rate base

»Allowed return

»Increased equity inthe capital structure

Ш1Q ’08 one-time of $0.014 per share due to FERC order increasing 2007 base
ROE by 24 basis points

15

1Q ’09 Earnings

Financing Plans

Debt

ШSuccessfully remarketed $103.5 million in tax-exempt Pollution Control Revenue
Bonds in 1Q ‘09

ШRefinancing $51 million maturing debt in 2009

ШDPUC approved an application to remarket $92 million outstanding tax-exempt
bonds - redeem & reissue without insurance

»$27.5 million and $64.6 million principal amount of tax-exempt bonds outstanding that are currently
insured by Ambac

Equity

ШUniversal Shelf registration in place - provides flexibility

ШWill closely monitor capital markets

16

1Q ’09 Earnings

Financing Plans - cont.

Liquidity

ШUIL & UI have a revolving credit agreement with a group of banks that extends to
December 22, 2011

»The borrowing limit for UI is $175 million, with $50 million of the limit available for UIL

»UI had $160 million outstanding as of March 31, 2009

»$122 million outstanding as of April 30, 2009 - post GenConn repayment

ШUIL also has an uncommitted money market loan facility

»$5 million outstanding as of March 31, 2009

17

1Q ’09 Earnings

2009 expectations are not intended to be additive

2008

1Q 2009

The United Illuminating Company

$2.03

$0.51

$1.90 - $2.10

Distribution, CTA & Other

1.09

0.27

0.90 - 1.10

Transmission

0.94

0.24

0.95 - 1.05

Corporate

(0.12) - - (0.07)

Total Continuing Operations

$1.93

$0.48

$1.80 - $2.00

(0.01)

-

Total UIL

$1.92

$0.48

2009 Earnings Per Share Guidance as of May 6, 2009

18

1Q ’09 Earnings

Q&A