ATTACHMENT B

APPLICANTS PROPOSED COMMITMENTS

Docket 15-03-45
The Applicants Commitments from LF-25 Supplement1
1. Renewables Study Within one year following closing of the Proposed Transaction, the
Applicants will submit to the Authority the results of a study (conducted by Iberdrolas
engineering subsidiary) on efficient mechanisms to integrate renewable generation with
transmission and distribution facilities in Connecticut. The costs of such a study would
not be passed through to Connecticut customers. This study is worth approximately
$400,000.
2. Scholarship Programs For each year for two years following closing of the Proposed
Transaction, one local student that resides in Connecticut (two for the two years) will be
eligible to receive financial assistance through the Iberdrola Scholarship Program.
Additionally, three existing UIL employees will be eligible to receive a Global Energy
MBA scholarship sponsored by Iberdrola. In total, the scholarship program and the
Global Energy MBA are worth over $300,000.
3. Additional Charitable Contributions In addition to maintaining the UIL and UIL
Utilities level of charitable contributions for at least four years following closing (based
upon historical annual contribution levels in recent years of between $500,000 to
$800,000), IUSA will dedicate an additional $500,000 from its charitable foundation
following the closing of the Proposed Transaction to be allocated to charities located in
the service territories of the UIL Utilities in Connecticut over a three-year period
following closing (i.e., a one-time $500,000 amount allocated over a three-year period).
1 These additional commitments are based upon the supplement to LF-25 that were proposed on May 28,
2015.

4. Storm Coordination Within six months following closing of the Proposed Transaction,
the Networks emergency response team will coordinate with the UIL storm response
team to develop plans that optimize resources in the event of an emergency.
5. Distribution Base Rate Freeze Each of the UIL Utilities agrees not to initiate a rate case
to increase distribution base rates for at least one calendar year from the date of closing of
the Proposed Transaction, and distribution rates shall be frozen through that date, absent
extraordinary circumstances.2
6. Rate Credits The UIL Utilities in Connecticut will provide a rate credit in the amount of
$5 million in total, allocated among all three UIL Utilities, to offset existing arrearages
(subject to low-income verification and review of accounts receivables).3
7. Economic Development Fund The Applicants commit to contribute $2 million to a new
economic development fund that focuses on economic development in the service
territories of the UIL Utilities in Connecticut.4
No Recovery of Transaction-Related Costs
8. Iberdrola, IUSA, UI, CNG, and SCG and their affiliates shall not seek recovery in rates of
transaction costs incurred in connection with the Proposed Transaction by the Applicants,
their affiliates or their subsidiaries:
a) consultant, investment banker, and legal fees;
b) change in control or retention payments;
c) costs associated with the shareholder meetings and proxy statement/registration
statements related to the Proposed Transaction;
2 Addresses AG Condition 1 and CIEC Condition 4.
3 Addresses OCC Condition 73(a), AG 1 and CIEC 2.
4 Addresses OCC Condition 73(b).
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d) costs for UIL Restricted Stock Units and other stock-based compensation that is
triggered by the Proposed Transaction including but not limited to Change in
Control Plan payments;
e) UIL, UI, CNG, and SCG executive severance costs, if any, associated with the
transaction; and
f) costs associated with shareholder litigation related to the Proposed Transaction.5
9. Iberdrola, IUSA, UI, CNG, and SCG and their affiliates shall not seek recovery in UI,
CNG, and SCGs rates of any acquisition premium or goodwill associated with the
Proposed Transaction.6
10. No tax elections or accounting methods shall be employed related to the acquisition that
would in any way result in any reduction to UI, CNG, and SCGs net Accumulated
Deferred Income Tax balances that are used to reduce rate base in UI, CNG, and SCGs
rate cases through an Internal Revenue Code 338(h)(10) election.7
11. UIL, UI, CNG and SCG accounting of the Proposed Transaction shall be rate-neutral for
UI, CNG and SCG customers. No Networks, IUSA, or UIL, or UI, CNG or SCG
accounting associated with the Proposed Transaction shall result in higher rates charged
to UI, CNG, or SCG customers.8
12. UIL, UI, CNG, and SCG shall not record goodwill resulting from the Proposed
Transaction on UIL, UI, CNG, or SCGs books unless required to do so by the SEC. If
the SEC requires that goodwill be recorded on UIL, UI, CNG, or SCGs books, then
5 Addresses OCC condition 53.
6 Addresses OCC conditions 52 and 53; CIEC condition 6.
7 Addresses OCC condition 56.
8 Addresses OCC conditions 52 and 77; CIEC condition 6.
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Iberdrola, IUSA, UIL, UI, CNG, and SCG shall ensure that such goodwill does not
impact rates charged to UI, CNG, and SCGs customers, or the capital structures of these
Connecticut Utilities.9
13. Under no circumstances will customers be responsible for any portion of the termination
fee if one is to be paid.10
Ring-Fencing
14. The UIL Utilities will not incur or assume any debt, including the provision of guarantees
or collateral support, related to this Proposed Transaction or any future IUSA or Iberdrola
acquisition.11
15. Each UIL Utility will maintain separate debt, and, for CNG, separate preferred stock, so
that none will be responsible for the debts or preferred stock of affiliated companies.12
16. The UIL Utilities will not assume liability for the debts of IUSA, UIL, the other UIL
subsidiaries, or any other affiliate of IUSA. The UIL Utilities will not guarantee the debt
or credit instruments of IUSA, UIL, or any other IUSA affiliate.13
17. The UIL Utilities will not pledge or use as collateral, or grant a mortgage or other lien on
any asset or cash flow, or otherwise pledge such assets or cash flow as security for
repayment of the principal or interest of any loan or credit instrument of, or otherwise for
the benefit of, IUSA, UIL Holdings Corporation, or any other affiliate.14
9 Addresses original OCC condition 51 and 52; CIEC condition 6.
10 Addresses OCC condition 54.
11 Addresses OCC condition 7; AG condition 2; CIEC condition 8.
12 Addresses OCC condition 23; AG condition 2.
13 Addresses OCC condition 24; AG condition 2.
14 Addresses OCC condition 25; AG condition 2; CIEC condition 9.
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18. The UIL Utilities will not include a condition in their debt agreements that would cause a
default as a result of the default of an affiliates debt, other than the existing limited
provisions as required by bondholders related to ERISA compliance.15
19. The UIL Utilities may only participate in money pools where the other participants in
such money pools are other regulated utility affiliates in the United States unless
otherwise authorized by the Authority. Notwithstanding the foregoing, UIL may
participate in such money pool as a lender but not as a borrower.16
20. The UIL Utilities shall not incur long-term debt except to the extent consistent with
Conn. Gen. Stat. 16-43.17
21. The UIL Utilities will obtain ratings from two out of the three major nationally and
internationally recognized bond rating agencies, such as Standard & Poors, Moodys
Investor Service, and Fitch Ratings, and intend to maintain at least an investment grade
credit rating for both corporate credit ratings as well as ratings for long-term debt.18
22. If a UIL Utilitys credit rating from any of the three major credit rating agencies falls
below investment grade, the UIL Utility must file a plan with the Authority within 60
days explaining the actions that are planned to address and rectify the situation, to the
extent that the reason for the downgrade is reasonably within the control of UIL or the
UIL Utilities.19

15 Addresses OCC condition 26; AG condition 2; CIEC condition 9; see May 28 Tr. 174:15-24
(Nicholas).

16 Addresses OCC condition 31; AG condition 2; CIEC condition 9.

17 Addresses OCC condition 59; AG condition 2.
18 Addresses OCC conditions 23 and 37; AG condition 2; CIEC condition 7.
19 Addresses OCC conditions 40 and 81; AG condition 2 CIEC condition 7.
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23. No UIL Utility shall issue any dividend to its parent if such UIL Utilitys corporate issuer
or senior unsecured credit rating, or its equivalent, is rated by two of the three major
credit rating agencies below investment grade. This restriction ends when the relevant
credit rating is restored above investment grade by one of the credit rating agencies. The
UIL Utilities retain the right to petition the Authority for the ability to issue a dividend if
such a ratings event occurs.20
24. If a UIL Utilitys corporate issuer or senior unsecured credit rating, or its equivalent, is
rated by two of the three major credit rating agencies below investment grade, then such
UIL Utility may not transfer, lease, or lend any moneys, assets, rights or other items of
value to any affiliate without first obtaining PURA approval. These provisions exclude
payments for goods, services, and assets related to reasonable commitments made 180
days or more before the triggering event, routine transactions required in the regular
course of business pursuant to contracts or other arrangements in existence 180 days or
more before the triggering event, corporate taxes, and payments, if not accelerated, of
principal or interest on loans.21
25. Copies of all presentations made to credit rating agencies by the UIL Utilities must be
provided, within ten business days of the presentation, to Authority Staff, and under a
protective order to protect the confidentiality of this information, on a continuing basis.22

20 Addresses OCC conditions 35, 36, 38, 39 and 42; AG condition 2 CIEC conditions 7 and 8. Note that
this is the only commitment that has been altered from what was provided in the Applicants initial brief.
The second sentence is new and clarifies the duration of the restriction. This new language corresponds
to language in OCC condition 40.

21 Addresses OCC condition 39; AG condition 2 CIEC condition 7.

22 Addresses OCC condition 41; AG condition 2 CIEC condition 7.
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26. The UIL Utilities will participate in a tax sharing agreement with IUSA and other IUSA
subsidiaries under which the UIL Utilities will not be liable for more than their respective
standalone liability for federal, state or local income taxes (including interest and
penalties related thereto, if any) for any period during which UI, CNG, and SCG is
included in a consolidated group with Iberdrola.23
27. No later than 30 days following the completion of all accounting for the Proposed
Transaction (including the completion of purchase price accounting), Iberdrola shall file
with the Authority all journal entries resulting from the Proposed Transaction.24
28. The UIL Utilities will maintain separate books and records.25
29. The Applicants agree to provide the Authority and its Staff, upon request, access in the
State of Connecticut to the UIL Utilities original books and records as maintained in the
ordinary course of business within twenty working days after such request.26
30. The consolidated balance sheets, income statements and cash flow statements of the
regulated utilities will be made available to the Authority, on an annual basis and in a
format consistent with U.S. Generally Accepted Accounting Principles (GAAP). As
long as IUSA and Iberdrola remain publicly traded companies, IUSAs and Iberdrolas
consolidated balance sheets, income statements and cash flow statements will be made
available to the Authority, in English and in Connecticut, on an annual basis and in a
format consistent with what is required under applicable securities reporting standards.
As long as IUSA remains a registrant at the SEC and a listed company on the NYSE,
23 Addresses OCC condition 55; AG condition 2.
24 Addresses OCC condition 85; AG condition 2.
25 Addresses OCC conditions 6 and 19; AG condition 2.
26 Addresses OCC condition 6; AG condition 2.
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audited financials will be in accordance with SEC and NYSE requirements. As long as
Iberdrola remains publicly traded, Iberdrola will provide audited financials in Euros and
in accordance with International Financial Reporting Standards (IFRS). Additionally,
IUSA and Iberdrola agree to provide specific answers to particular questions raised by the
Authority and its Staff with respect to their respective audited financials that affect the
UIL Utilities.27
31. IUSA will notify the Authority of any final decision of an administrative agency, court or
regulatory authority, notwithstanding any appeal, that finds that Iberdrola, IUSA or
Networks or any of their subsidiaries has violated a law, rule or regulation that either
results in a criminal conviction, or results in a penalty assessed in excess of 5 million
Euros per event, and to provide a translation to English of the decision within thirty days
following the issuance of such decision.28
32. IUSA will report to the Authority any final findings or decision by a regulatory agency or
court, notwithstanding any appeal, of anti-competitive behavior committed by Iberdrola,
IUSA or Networks or their affiliates in the United States.29
33. No later than five business days following the filing of 10-Ks or equivalent annual reports
with the SEC, IUSA shall file with the Authority a copy of these reports.30

27 Addresses OCC condition 82; AG condition 2.

28 Addresses OCC condition 83; AG condition 2.
29 Addresses OCC condition 84; AG condition 2.
30 Addresses OCC condition 82; AG condition 2.
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34. Following consummation of the Proposed Transaction, the Applicants will provide the
Authority with a letter stating that the Proposed Transaction has been completed together
with copies of closing documents.31
35. The Applicants shall comply with existing Connecticut law regarding affiliate conduct
and contracts.32
36. The UIL Utilities will continue to operate within the State of Connecticut as public
utilities subject to the continuing jurisdiction of the Authority pursuant to the State of
Connecticuts applicable statutes regulating public utilities.33
37. IUSA and Networks shall not divest, sell, or spin off or combine the UIL Utilities without
the Authoritys prior approval.34
38. Iberdrola, IUSA, UI, CNG, and SCG shall create an internal tracking mechanism to
ensure compliance with these commitments.35
Meetings in Service Territories
39. IUSAs or Networks Board of Directors will include the UIL Utilities service territories
among the regular locations of IUSAs or Networks board meetings.36
40. IUSA or Networks will include the UIL Utilities service territories among the locations
of its regular periodic management meetings.37
31 Addresses OCC condition 82; AG condition 2.
32 Addresses OCC conditions 59(e), 60-62, 64 and 70; TASC conditions 1-12; and AG condition 2.
33 Addresses OCC condition 3; AG condition 2.
34 Addresses OCC condition 28; AG condition 2; CIEC condition 8.
35 Addresses OCC conditions 43 and 50; AG condition 2.
36 Addresses OCC condition 47.
37 Addresses OCC condition 48.
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Tracking Costs/Savings
41. For the first year following Closing of the Proposed Transaction, any changes to the cost
allocation methodology applicable to shared service charges to the UIL Utilities will be
provided for informational purposes to the Authority.38
42. In the first quarter after the first full calendar year following consummation of the
Proposed Transaction, the UIL Utilities shall prepare and file with the Authority a sideby-side comparison of (i) shared service charges to the UIL Utilities for the first full
calendar year with (ii) 2013 and 2014 shared service charges to the UIL Utilities.39
43. Within one year from closing of the Proposed Transaction, the UIL Utilities shall submit
a report or plan on customer benefits achieved by the Proposed Transaction.40

38 Addresses OCC condition 78.

39 Addresses OCC condition 79.
40 Addresses OCC condition 80; CIEC condition 1.
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