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Announcement:

Moody's affirms ratings of UIL Holdings and utility subsidiary, United Illuminating

25 May 2010

Approximately $700 million of securities affected

New York, May 25, 2010 -- Moody's Investors Service affirmed the ratings and stable outlooks of UIL Holdings Corporation (UIL:Baa3 Issuer Rating) and its subsidiary, The United Illuminating Company (UI: Baa2 senior unsecured). The affirmation of these ratings and stable outlooks follows the announcement that UIL entered into a definitive agreement with Iberdrola USA (IUSA: Baa3 unsecured bank revolver rating; stable outlook), a subsidiary of Iberdrola S.A. (A3 senior unsecured; stable outlook) to acquire Southern Connecticut Gas Company (SCG: Baa2 Issuer Rating; stable outlook), Connecticut Natural Gas Company (CNG: Baa1 senior unsecured; stable outlook), and Berkshire Gas Company (BGC: Baa2 Issuer Rating; stable outlook), all local gas distribution subsidiaries of IUSA. The cash purchase price is $1.296 billion, including the assumption of approximately $411 million of net debt. Subject to requisite approvals from the Connecticut Department of Public Utility Control, the Massachusetts Department of Public Utilities, and Hart-Scott-Rodino Act approval, SCG, CNG, and BGC would become utility subsidiaries of UIL.

"The affirmation of ratings considers the anticipated use of a reasonably conservative mix of debt and common equity by UIL to fund the purchase, " said Kevin Rose, Vice President of Moody's. "The rating affirmation also considers the increase in size, scale and scope of consolidated regulated utility operations and anticipated cost savings that would likely materialize as the LDCs come under UIL's ownership, while also diversifying the mix of reasonably predictable revenues and cash flows between gas and electric transmission and distribution operations and better balancing of summer and winter peaks" Rose added.

Although the incremental holding company debt anticipated as part of UIL's financing plans would likely use up prior flexibility in the company's current ratings and capital structure, its utility subsidiaries should have sufficient cash flow to support their respective individual operations and adequate flexibility to pay dividends to UIL in support of the parent's standalone debt service and the common dividend to shareholders. UIL's pro-forma consolidated credit metrics should, on average, remain reasonably in line with the Baa category range we consider to be appropriate for a holding company with predominantly regulated utility investments, according to the Moody's Rating Methodology for Regulated Electric and Gas Utilities, published in August 2009. For example, we currently expect that UIL's pro-forma percentage of cash flow before changes in working capital (CFO-pre WC) to debt will be maintained, on average, in the mid-teens and its CFO-pre WC to interest expense will be maintained near 3.3x, on average, following consummation of the purchase agreement.

While state regulatory approval is required for the transaction to close, the purchase agreement is not subject to shareholder approval. Although UIL is hopeful for a fairly benign regulatory approval process that would allow for closing of this transaction by the first quarter of 2011, we note that it is not uncommon for regulatory approvals of this nature to be associated with various conditions that could lengthen or complicate the process. It is also possible that approvals in Connecticut could be influenced by pending state court challenges by IUSA related to recent rate case decisions for SCG and CNG.

Moody's will monitor the regulatory approval process to be sure there are no material changes to existing terms and conditions of the purchase agreement. Such changes, although not considered likely at this stage, could cause us to revisit this action. Moody's will also further explore integration plans, prospects for cost savings, and the timing for achieving these. If unanticipated developments unfold as UIL carries out its strategic initiatives related to the purchase agreement, Moody's cannot rule out the possibility that rating adjustments may become necessary.

Meanwhile, the stable rating outlooks for UIL and UI continue to reflect Moody's view that UI will continue to receive supportive regulatory treatment of its investment in UI's T&D assets and effectively execute its plans to build peaking generation through GenConn, its joint venture with NRG, thus positioning UIL and UI to maintain financial metrics in-line with their respective rating levels.

The last rating action taken on UIL and UI occurred on September 16, 2004 when UIL's Issuer Rating was downgraded to Baa3 from Baa2 and the Issuer Rating and senior unsecured debt ratings of UI were downgraded to Baa2 from Baa1, with stable rating outlooks established for both companies following the downgrades.

The principal methodology used in rating UIL and UI was Rating Methodology: Regulated Electric & Gas Utilities, published in August 2009, and available on www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.

UIL Holdings Corporation is a holding company, whose principal subsidiary, The United Illuminating Company, is a regulated electric transmission and distribution utility. Its headquarters is located in New Haven, Connecticut.

New York
Kevin G. Rose
Vice President - Senior Analyst
Infrastructure Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
A.J. Sabatelle
Senior Vice President
Infrastructure Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's affirms ratings of UIL Holdings and utility subsidiary, United Illuminating
No Related Data.
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