Susan E. Allen – Vice President-Investor Relations James P. Torgerson – President and Chief Executive Officer Richard J. Nicholas – Executive Vice President and Chief Financial Officer

Andrew M. Weisel – Macquarie Capital, Inc. Christopher R. Ellinghaus – The Williams Capital Group LP

Good morning. My name is Nicole and I’ll be your conference operator today. At this time, I would like to welcome everyone to the UIL Holdings Third Quarter 2013 Earnings Conference Call. (Operator Instructions) After the speakers’ remarks, there will be a question-and-answer session. (Operator Instructions) Thank you. And Ms. Susan Allen, you may begin your conference. Susan E. Allen: Thank you, Nicole, and good morning to everyone. Thank you for joining us to discuss UIL Holdings’ third quarter 2013 earnings results. I am Susan Allen, Vice President of Investor Relations. Participating on the call today is Jim Torgerson, UIL’s President and Chief Executive Officer; and Rich Nicholas, UIL’s Executive Vice President and Chief Financial Officer. If you do not have a copy of our press release or the presentation for today’s call, they are on our website at www.uil.com. During today’s call, we will make various forward-looking statements within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Significant factors that could cause results to differ from those anticipated are described in our earnings release and filings with the SEC. With that said, I will turn the call over to Jim Torgerson. James P. Torgerson: Thanks, Sue, and good morning, everybody, and welcome to the call. We’ll be referring to the slides that Sue talked about and the third quarter actually was proved to be – have very good earnings results once we eliminate the one-time items that occurred such as the write-offs. But to start out, the consolidated earnings were $5.1 million or $0.10 a share, diluted share, and $74.9 million or $1.46 per diluted share for the year-to-date, which was flat relative to the 2012 nine months. Now, there were disallowances from our regulatory decision and some other adjustments that totaled $10.5 million after-tax or $0.21 per diluted share. We also had in 2013, we recorded a charge of $1.5 million or $0.03 a share to reflect the – our judgment of what the outcome for the refund period for the FERC ROE case would be, and this was for the period that would be from October 2011 to the end of 2012, that 15 months period. The administrative law judge had come up with the ROE at 10.6%, and in our judgment, it was very likely that that would be – could be the end result. So we decided to take that charge now to reflect that period. Also in 2012 in the third quarter, we had a $1.6 million after-tax income item to reflect the power procurement. So when you strip out all of these one-time items, we actually had earnings for the quarter in 2013 of about $0.34 or $0.03 higher, and in the quarter for 2012, it would have been $0.03 lower to $0.28 taking out the power procurement incentive. So that was really up 21% over the 2012 third quarter, and for the year-to-date, the nine months ended September, again, with those same items, we would reflect a $1.70 a share versus a $1.43, so up really 19%. So all in all, we had a very good quarter. Gas conversions were – have exceeded our goal already for the year. We had 12,581 through October 23. Our target had been 12,200. So we’re already at a 103% of our goal with still a couple of months left now. When we – once we get into December, it will be a little tougher to hook up customers, but we still have some time to get a lot of work done. We also successfully completed the issuance of 5,750,000 shares of stock that was completed on October 2, which gives us the – helps us to improve our balance sheet by reducing our total debt to total capitalization and allows us to then fund a lot of our capital spending going forward. We are continuing our investments in infrastructure and particularly for the electric distribution at the levels that were approved by the Public Utilities Regulatory Authority in Connecticut or the electric distribution area, and the rate cases was decided back in August, and we are affirming our 2013 consolidated earnings guidance at a $1.93 to $2.08 per share. That includes the write-offs. Without the write-offs, we’d be in the range of $2.08 to $2.23 per diluted share. Now – then on Page 4, just run through quickly the electric distribution rate case. The final decision came on August 14. We did increase revenue by $20 million in the first rate year and that runs from August 14 of 2013 to basically August 13 of 2014. The second rate year will then follow and we will have a $25.8 million increase. We have an ROE of 9.15%, still not where we’d like it to be, but it is up 40 basis points from the previous allowed ROE of 8.75%, and we retain the 50%-50% equity and debt capital structure. They continue the existing decoupling mechanism actually making it permanent versus the pilot that we had been working off of for the last several years. We are getting recovery of almost $37 million of storm-related costs over 10 years and established a $2 million per year storm reserve for major storms. And we also have our earnings sharing mechanism, which is after – the first $1 after above our allowed return of the 50%-50%. There is a little twist here and that any portion that goes back to customers will now be used to accelerate the recovery of the storm regulatory asset. And our capital spending is going to be about $425 million for the period from 2013 to 2015, and our current public forecast is $444 million, which does not include about $45 million for the Renewable Connections Program, that’s our program to build some renewable generation, which we’ll talk about in a couple minutes. Now, those numbers are all going to be updated at the EEI Financial Conference, which we’ll be talking to many of you over the weekend and next week. As a result of the distribution rate case decision, we filed for reconsideration on several items and PURA actually did grant the petition to review our reconsideration. Now, the items we requested reconsideration of were a reduction of $7.2 million in storm cost disallowances. This was a new definition for major storms. The previous definition, which we had used going back to the last rate case and I believe [indiscernible] before that, that relied on switching steps to determine what would be – determine the major storms and that was – we went through the last four, five years using that definition and recording major storms on the balance sheet as a regulatory asset, which we then recover in the future. The Commission in the order determined that there was a new definition for major storms, which had to be over $1 million and we had 27 storms that didn’t reach the $1 million criteria, incremental million dollars, but did meet the criteria for switching steps that had been used in the past by the Commission and actually allowed in our last rate case. We also had requested review of $2.7 million in disallowances for our administrative and operations buildings we had constructed. And then, what we believe are errors in the determination of the revenue requirement related to base payroll, which was about $2.2 million in the first rate year and $1.8 million in the second rate year. And also to properly reflect in the storm disallowances, the earnings sharing, which we had paid back to customers in 2010 and 2012, and if you think about it, if the storm disallowances were taken back to those timeframes, then we wouldn’t have shared as much in our earnings. Now, the timing for the draft decision is expected on January 29; and a final, February 19, according to the schedule that PURA put out. However, by statute in the state, they have 90 days in order to issue a final decision or a decision on reconsideration or the final decision on rate case goes into effect permanently. So they have to give us a decision by December 18. We have notified the PURA that – of this mechanism of the law that they need to actually follow and we have not gotten a response yet, but this is the schedule they have put out so far. If they do not give us a decision by December 18, it is most likely that we will then just avail ourselves of our appeal rights in the court as opposed to waiting, because then we don’t – we could potentially lose our appeal rights. Turning to the next page on the Connecticut Natural Gas rate case, which was filed in early July, we have a revenue request of $20.1 million for the rate year ending December 31 of 2014. We asked for 10.25% ROE, currently it’s allowed 9.41% and 52.2% equity. We did introduce a decoupling mechanism on a revenue per customer basis, which was actually incorporated in the Comprehensive Energy Strategy that the state put out; tracking mechanism for recovery of proposed accelerated cast iron and bare steel replacement program; and introduction of a system expansion rate for timely recovery of the capital we would spend with the expansion of the gas distribution system by adding – extending domains to pickup new customers; all those are consistent with the Comprehensive Energy Strategy. We’re looking for a decision from the Commission. The draft should be out December 13 and then a final is expected by January 8 in 2014, hopefully, fairly timely for the winter season. : : There are such things as on-bill financing that would allow customers to avoid having to make upfront payments for their equipment as they convert to gas and also do the same thing with a new customer rate and a sharing mechanism of off-system sales and capacity release that will allow customers to not have to put out money upfront if they were in the position to have to pay a contribution rate to construction. And again, it depends on how far they are from the main in all these cases, but these are tools that we believe will be very helpful in allowing us to meet the target the Governor has set out for converting customers to natural gas from oil. The draft decision is actually expected tomorrow and the final decision on November 21. Gas conversions, as I said, have been going extremely well and our people have done a great job in converting customers from oil to gas. We had 12,581 households and business, which as I said, was a 103% of the target for the full year. We expect to be well over 13,000 for this year and with the 32,000 conversions so far, we are well within the target we had set up once we acquired the Gas Companies of being in the 30,000 to 35,000 conversion range for the first three years that we own the Gas Companies, and our target for 2014 to 2016, is still at 55,000 households and businesses. Now, you can see on Page 8, the gas sales and the normalized use per customer has been down since the last rate case that decided what numbers should be used for the normalized use per customer and what rates were set. Now, you can see that Connecticut Natural Gas is about 4.5% below the level in which the rates were set out and Southern Connecticut Gas is a little further down there, it’s 7.5% below where rates have been set. And for other regions we filed the Connecticut Natural Gas rate case was to get this adjusted and we’re going to have to look pretty hard at Southern Connecticut Gas, see if it actually comes back up or if we need to file a rate case in the not too distant future to correct that one as well. On Page 9, I’d like to review the FERC ROE complaint and this was brought by a number of parties in New England against all the transmission owners in New England. So far, the administrative law judge’s initial decision was to have a 10.6% return on equity for the refund period, and as I said before, that was from October 1 to December 31 of 2012. And that was one of the reasons we recorded the charge we felt that the 10.6% was probably not going to be modified much, if at all, by the FERC once it reached the FERC. There still is another refund period that is – we have filed a motion to limit it to the original 15 months, party has filed to extend that to another 15-month period starting January 1 of 2013. The base ROE from the administrative law judge’s decision was 9.7% going forward once the FERC actually provided their final decision on this and FERC practice has been to update therefore changes in the U.S. Treasury, and I think most would acknowledge that the Treasury rate is up about 80 basis points from the time when we filed and when we – the record closed, which would have been, I think, in May of 2013. Now, that would add 80 basis points to the 9.7%, so we’d be back in the 10.5% range, but they will take into consideration where interest rates have gone when they do make their final decision, which we don’t expect until sometime in 2014, hopefully within the first half of the year, but without a change – without a new FERC Chairman, it remains to be seen when they will actually take that up. I now like to turn it over to Rich Nicholas, our CFO to talk about the financial results. Richard J. Nicholas: Well, thank you, Jim. Good morning, everyone. Thanks for joining us today. Look forward to seeing many of you at the EEI Financial Conference coming up in the next few days. I’m on Slide 10 with the tabular results for the quarter and nine months and then the narrative at the beginning on Slide 11. As Jim mentioned, overall consolidated earnings of $5.1 million for the quarter and $74.9 million year-to-date, but we did have a number of one-time or special items that once you normalize the results, our net income for the quarter on a normalized basis, again, taking out the one-time power procurement bonus in the third quarter of 2012 and the establishment of the charge for the refund period on transmission, the quarter was up $3 million and year-to-date we’re actually up $13.6 million. Moving to the segments of the business on Slide 12, within electric distribution that is where the $10.5 million after-tax write-off occurred as a result of the UI distribution rate case. Again, that’s also where we had recorded the $1.6 million after-tax of the power procurement incentive. So net-net, there is also a little increase in uncollectible expenses of about $600,000 after-tax, but excluding those one-time items, a pretty good quarter. Year-to-date for distribution, while some O&M expenses have gone down, such as rent expense, as we’ve moved into our owned buildings, our rent expense is actually down year-to-date $2.4 million after-tax. ,: Turning to electric transmission on Slide 13, we have seen growth in the rate base and allowance for funds used during construction, both for the quarter and for the nine months year-to-date. The major item there impacting results was the charge for the refund period. As a result of recording that charge, the achieved rate of return for the 12 months ending September 30, was 11.44% and if you were to exclude that charge, we would be slightly above 12%. Okay, the gas business, for the quarter, as you know, the third quarter, there is not a lot of gas usage in the Northeast during that period. The heating degree days don’t have much of an impact at all, but we did see improved results in gross margin of about $1 million resulting from customer growth. Full year-to-date, return to normal weather had a big impact, picked up about $14 million of margin just by comparison to 2012, from the return to normal weather. We’re also seeing some up-tick, as Jim mentioned, in normalized use per customer, which added about $2.5 million of gross margin for the nine months and customer growth about $4.9 million of gross margin. Some of that was offset by the absence of weather insurance of $3.5 million, which helped last year when the weather was record warmth. : Overall, the average ROEs for the 12 months ending SCG are in the mid-sixes, CNG in the mid-sevens, and if we were to weather normalize those, SCG goes up a little bit to the high six just below seven and CNG to the high-sevens. At Corporate, we were able to get a tax benefit by utilizing the unitary tax filing requirements in Massachusetts, which sort of slightly improved the result there. Turning to Slide 16, looking at our debt maturities and liquidity, as of September, we still had available liquidity of $287 million. We did close on the equity offering on October 2, so that’s not reflected in here. And then we also closed on some debt issuances at the operating company level. I would note on the last line on that page tells we issued $145 million of debt. That’s a – there’s a typographical error there, it should be $135 million, which included $75 million at UI and $45 million at CNG and will be another $15 million of Berkshire Gas that we actually did a delayed draw on – in December. But taking all of that into account, our pro forma debt to total cap ratio is now approximately 55% down from what had been tracking in the 61% to 62% range. Now we’ve got very manageable debt maturities now moving forward over the next few years. : That guidance does reflect the stock issuance, the effects of the regulatory decisions we’ve been talking about, year-to-date results, assumes normal weather for the fourth quarter and we have continued to see the impact of the low discount rates on pension at the end of 2012, affecting 2013. And by the end of 2013, we will now be fully amortized and no longer have a CTA rate base or the earnings from CTA, we’ll be ending this year. and we’re continuing to see the benefit from our gas conversions. So with that, I will now hand it back to our operator in the call to start the question-and-answer period. : That guidance does reflect the stock issuance, the effects of the regulatory decisions we’ve been talking about, year-to-date results, assumes normal weather for the fourth quarter and we have continued to see the impact of the low discount rates on pension at the end of 2012, affecting 2013. And by the end of 2013, we will now be fully amortized and no longer have a CTA rate base or the earnings from CTA, we’ll be ending this year. and we’re continuing to see the benefit from our gas conversions. So with that, I will now hand it back to our operator in the call to start the question-and-answer period.

(Operator Instructions) Our first question comes from Chris Ellinghaus at Williams Capital. James P. Torgerson: Hello.

I am sorry Chris’ line had, I believe, had hung up. There are no other callers. Thank you. James P. Torgerson: Okay. Susan E. Allen: There are no more questions at this time?

Correct. There are no other questions at this time. We just had one pop in. James P. Torgerson: Okay.

The next question is from Andrew Weisel. Andrew M. Weisel – Macquarie Capital, Inc.: Hi, good morning. If you could maybe elaborate a little bit more on the distribution rate case strategy, it sounds like you were saying, if you don’t get the decision you wanted, quickly, you might go down the appeal route, can you maybe describe a bit more detail about what the upside is? I mean, you’ve laid out your arguments pretty clearly, but regulators tend to not like to go down the appeal route. So maybe, in terms of the risk reward, how much upside, whether it’s to precedent or numbers are you really looking for? James P. Torgerson: Yes. What I was saying was that the timeframe, the Commission has laid out to the schedule they’ve put out, would go beyond the statutory period that they really have to decide the reconsideration, which is 90 days from the time we filed. Their decision would take it on the February, which is, like 90 days beyond that. If they don’t render a decision, and let’s say, they stick to the schedule they currently have, then our appeal rights would start running as of December 18 into the period. So we only have like, I think it’s 45 days to file an appeal, and so if we don’t get a decision within that timeframe, then our only avenue to look at the reconsideration then it would to be to file an appeal with the court, which obviously you really don’t want to do. But to make sure we don’t lose our appeal rights, we may have to do that. That’s all I was trying to say that it’s a timing problem right now with the Commission schedule, which we have pointe out to them at the end of last week when it came out that their schedule isn’t consistent with the law, so sort of need to get a decision out. So hopefully, they’ll look at that and modify the schedule to fit within the 90-day timeframe. Andrew M. Weisel – Macquarie Capital, Inc.: Okay, that’s helpful. Then, as I’ve heard you already said, you’re going to update the distribution CapEx at EEI. I know that’s historically been your practice. But didn’t you just update it on September 25, I believe will be equity offering slide deck? James P. Torgerson: Yes. The only thing we updated for was, really the decision from the rate case for the distribution business. So not only we will have electric distribution, we’ll also have transmission and gas. We will be updating all of that for the new tenure plan that we’ve put together. Andrew M. Weisel – Macquarie Capital, Inc.: Great. So we do have something to look forward to. Then lastly, the comment about uncollectible expenses, does that seem like anything that you maybe worried about as being a trend or is there anything unique in the numbers there for the quarter? Richard J. Nicholas: No, it does tend to move throughout the year and we don’t expect there to be a big negative drag going forward from there and we’ve redoubled our efforts on the collection front to get that back in line. James P. Torgerson: Part of it was that we’re putting in an SAP system and during that process that we were putting the system in. We didn’t have all the – the customers didn’t have the access and so forth. So we couldn’t very well be in the process of dunning customers and shutting them off, when the information wasn’t updated currently, because we’re making the switch over. So one of the things we do to make sure we’re getting the collections is, we shut customers off and then they pay. so we had to suspend that for a period of time and that added to the uncollectibles, we believe it’s not a trend and it’s kind of the one-time thing. Andrew M. Weisel – Macquarie Capital, Inc.: Thank you very much. James P. Torgerson: Sure.

Our next question comes from Chris Ellinghaus from Williams Capital. Christopher R. Ellinghaus – The Williams Capital Group LP: Giving another shot. Hi, guys. James P. Torgerson: Hi, Chris. Richard J. Nicholas: Hey, Chris. Christopher R. Ellinghaus – The Williams Capital Group LP: How are you? Couple of things, can you give us a little color on what the third quarter weather look like for you? James P. Torgerson: Well, from a gas standpoint, it was warm. so I mean obviously anything from the electric side I think Rich was looking it up right now. I know July was extremely warm, August was not as warm and September was somewhere in between. so we have heating degree days for… Richard J. Nicholas: Yes, it was actually significantly warmer than normal, but very little financial impact because of so few heating degree days to begin with. James P. Torgerson: Right. From cooling degree days, in electric, we got decoupling anyways, so that probably didn’t matter. Christopher R. Ellinghaus – The Williams Capital Group LP: Did you have a number on the degree days? Richard J. Nicholas: Well, on average, it was around 40% warmer than normal. Christopher R. Ellinghaus – The Williams Capital Group LP: Okay. And you’re still feeling that decoupling is working pretty efficiently in terms of any leakage vis-à-vis versus weather? James P. Torgerson: Yes, I think the decoupling is working very well. For the electric business, we didn’t, as you know, we asked for a CNG rate case, which is part of the combination of energy strategies. so we’re optimistic that we’ll get that as well for the gas at least for CNG. Christopher R. Ellinghaus – The Williams Capital Group LP: Right. I didn’t see it in this quarter slide deck, but can you just remind us what new customer margin looks like for the conversions? James P. Torgerson: It’s still running the same in the – I think we’ve set it like $280 and this is net income, not margin, but $280 to about $315 and the lower end would be for those customers that just are existing customers that don’t use the gas for heating and they just convert to heating. The higher end is more on the bigger homes and so forth, but that’s still the range, it’s somewhere around the $300. Christopher R. Ellinghaus – The Williams Capital Group LP: And one… James P. Torgerson: Okay, right. Christopher R. Ellinghaus – The Williams Capital Group LP: And one last thing about the CNG case, we don’t have a big track record on what rate cases look like for the Connecticut companies. What kind of historical effective dates has the Commission given gas rate cases vis-à-vis sort of the final order date? James P. Torgerson: Well, the final order, I mean the day when it comes out, Chris. Christopher R. Ellinghaus – The Williams Capital Group LP: Yes, I was just – as you were going through the rate case details, I was thinking well, early January, final order what – how will that translate into the effective date through the new rates? James P. Torgerson: It will be that date, I mean January 8 is six months from the time when we filed, which they have to render and order by them. Christopher R. Ellinghaus – The Williams Capital Group LP: Don’t they have an extra one-month extension? James P. Torgerson: Yes, but that was – that’s including the one-month extension. Christopher R. Ellinghaus – The Williams Capital Group LP: Okay. James P. Torgerson: Actually got five months plus another month and we always assume that other month sort of they get. Christopher R. Ellinghaus – The Williams Capital Group LP: So that’s the – that should be the effective date or earlier? James P. Torgerson: I’m assuming that will be the effective date, right. Christopher R. Ellinghaus – The Williams Capital Group LP: Okay, all right. Richard J. Nicholas: Chris, it’s Richard, just to clarify that 40% was just a month of September. Christopher R. Ellinghaus – The Williams Capital Group LP: Right. Richard J. Nicholas: If you look at the quarter, the gross margin impact of weather was about negative $30,000. so no big deal and year-to-date again, we’re trending just less than 1% warmer than normal. James P. Torgerson: For gas? Richard J. Nicholas: Absolutely. James P. Torgerson: Yes. Christopher R. Ellinghaus – The Williams Capital Group LP: Okay, great. thanks, we’ll see you soon. James P. Torgerson: Okay. Thanks, Chris.

There are no other questions at queue at this time. (Operator Instructions) There are no questions in queue at this time. James P. Torgerson: Okay. So, since there’s no further questions, I want to thank everybody for participating, those who will be at the EEI Conference, we look forward to seeing you all there and thank you for participating today. Susan E. Allen: Good bye.

This concludes this morning’s teleconference. You may now disconnect your line.