Filed by NSTAR Pursuant to Rule 425

Under the Securities Act of 1933

Subject Company: NSTAR

Commission File No.: 001-14768

EEI Financial Conference

NOVEMBER 7, 2011

2

NU Safe Harbor Provisions

This presentation contains statements concerning NU’s expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events,

future financial performance or growth and other statements that are not historical facts.  These statements are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995.  In some cases, a listener or reader can identify these forward-looking

statements through the use of words or phrases such as “estimate”, “expect”, “anticipate”, “intend”, “plan”, “project”, “believe”, “forecast”,

“should”, “could”, and other similar expressions.  Forward-looking statements are based on the current expectations, estimates, assumptions or

projections of management and are not guarantees of future performance.  These expectations, estimates, assumptions or projections may vary

materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the

following important factors that could cause our actual results to differ materially from those contained in our forward-looking statements,

including, but not limited to, actions or inaction of local, state and federal regulatory and taxing bodies; changes in business and economic

conditions, including their impact on interest rates, bad debt expense and demand for our products and services; changes in weather patterns;

changes in laws, regulations or regulatory policy; changes in levels and timing of capital expenditures; disruptions in the capital markets or other

events that make our access to necessary capital more difficult or costly; developments in legal or public policy doctrines; technological

developments; changes in accounting standards and financial reporting regulations; fluctuations in the value of our remaining competitive

contracts; actions of rating agencies; the effects and outcome of our pending merger with NSTAR; and other presently unknown or unforeseen

factors. Other risk factors are detailed from time to time in our reports to the Securities and Exchange Commission (SEC).  Any forward-looking

statement speaks only as of the date on which such statement is made, and we undertake no obligation to update the information contained in

any forward-looking statements to reflect developments or circumstances occurring after the statement is made or to reflect the occurrence of

unanticipated events. 

This presentation references actual and projected EPS by business.  EPS by business is a non-GAAP (not determined using generally accepted

accounting principles) measure that is calculated by dividing the net income or loss attributable to controlling interests of each business by the

weighted average diluted NU parent common shares outstanding for the period.  Management uses this non-GAAP financial measure to

evaluate earnings results and to provide details of earnings results and guidance by business. Our 2010 and 2011 actual and projected earnings

excludes certain non-recurring charges related to a tax settlement in 2010 and merger costs which we have incurred in 2010 and expect to incur

during 2011, which is a non-GAAP financial measure.  Management believes that these non-GAAP financial measurements are useful to

investors to evaluate the actual and projected financial performance and contribution of NU’s businesses.  Non-GAAP financial measures should

not be considered as alternatives to NU consolidated net income attributable to controlling interests or EPS determined in accordance with

GAAP as indicators of NU’s operating performance.

3

NU Safe Harbor Provisions

Information Concerning Forward-Looking Statements Relating to the NU–NSTAR Merger

In addition to historical information, this communication may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of

1995.  Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans,

actions, or events identify forward-looking statements.  Forward-looking statements relating to the proposed merger include, but are not limited to: statements about the

benefits of the proposed merger involving NSTAR and NU, including future financial and operating results; NSTAR’s and NU’s plans, objectives, expectations and

intentions; the expected timing of completion of the transaction; and other statements relating to the merger that are not historical facts.  Forward-looking statements

involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties.  There can be no assurance that actual results will not materially

differ from expectations.  Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.  With respect to the

proposed merger, these factors include, but are not limited to:  the risk that NSTAR or NU may be unable to obtain governmental and regulatory approvals required for the

merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could reduce the anticipated benefits from

the merger or cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate

the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be

fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or

suppliers; the diversion of management time on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the credit

ratings of the combined company or its subsidiaries may be different from what the companies expect. These risks, as well as other risks associated with the merger, are

more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 (Registration No. 333-170754) that was filed by NU

with the SEC in connection with the merger.  Additional risks and uncertainties are identified and discussed in NSTAR’s and NU’s reports filed with the SEC and available

at the SEC’s website at www.sec.gov.  Forward-looking statements included in this document speak only as of the date of this document.  Neither NSTAR nor NU

undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this document.

Additional Information and Where To Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the

proposed merger between NU and NSTAR, NU filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-170754)  that includes a joint proxy

statement of NU and NSTAR that also constitutes a prospectus of NU. NU and NSTAR mailed the definitive joint proxy statement/prospectus to their respective

shareholders, on or about January 5, 2011. NU and NSTAR urge investors and shareholders to read the joint proxy statement/prospectus regarding the proposed merger,

as well as other documents filed with the SEC, because they contain important information.  You may obtain copies of all documents filed with the SEC regarding this

proposed transaction, free of charge, at the SEC’s website (www.sec.gov).  You may also obtain these documents, free of charge, from NU’s website (www.nu.com) under

the tab “Investors” and then under the heading "Financial/SEC Reports.”  You may also obtain these documents, free of charge, from NSTAR’s website (www.nstar.com)

under the tab “Investor Relations.”

Please refer to our reports to the SEC for further details concerning the matters described in this presentation.

4

NSTAR Safe Harbor Provisions

Information Concerning Forward-Looking Statements

In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities

Litigation Reform Act of 1995.  Words such as anticipate, estimate, expect, project, intend, plan, believe, and words and terms of similar meaning

used in connection with any discussion of future operating or financial performance, plans, actions, or events identify forward-looking statements. 

Forward-looking statements relating to the pending merger include, but are not limited to: statements about the benefits of the pending merger

involving NSTAR and Northeast Utilities, including future financial and operating results; NSTAR’s and Northeast Utilities’ plans, objectives,

expectations and intentions; the expected timing of completion of the transaction; and other statements relating to the merger that are not

historical facts.  Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and

uncertainties.  There can be no assurance that actual results will not materially differ from expectations.  Important factors could cause actual

results to differ materially from those indicated by such forward-looking statements.  With respect to the pending merger, these factors include, but

are not limited to: the risk that NSTAR or Northeast Utilities may be unable to obtain governmental and regulatory approvals required for the

merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could reduce the

anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be

satisfied; the length of time necessary to consummate the pending merger; the risk that the businesses will not be integrated successfully; the risk

that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption

from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time

on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined

company or its subsidiaries may be different from what the companies expect. These risks, as well as other risks associated with the merger, are

more fully discussed in the joint proxy statement/prospectus that is included in the definitive proxy statement that was filed by NSTAR with the

Securities and Exchange Commission (SEC) on January 5, 2011 and the Registration Statement on Form S-4 (Registration No. 333-170754) that

was filed by Northeast Utilities with the SEC in connection with the merger.  Additional risks and uncertainties are identified and discussed in

NSTAR’s and Northeast Utilities’ reports filed with the SEC and available at the SEC’s website at www.sec.gov.  Forward-looking statements

included in this document speak only as of the date of this document.  Neither NSTAR nor Northeast Utilities undertakes any obligation to update

its forward-looking statements to reflect events or circumstances after the date of this document.

Additional Information and Where to Find It

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities.  In connection with the pending merger

between Northeast Utilities and NSTAR, Northeast Utilities filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-

170754) that includes a joint proxy statement of Northeast Utilities and NSTAR that also constitutes a prospectus of Northeast Utilities.  Northeast

Utilities and NSTAR first mailed the definitive joint proxy statement/prospectus to their respective shareholders, on or about January 5, 2011.

Northeast Utilities and NSTAR urge investors and shareholders to read the joint proxy statement/prospectus regarding the pending merger, as

well as other documents filed with the SEC, because they contain important information.  You may obtain copies of all documents filed with the

SEC regarding this proposed transaction, free of charge, at the SEC’s website (www.sec.gov).  You may also obtain these documents, free of

charge, from Northeast Utilities’ website (www.nu.com) under the tab “Investors” and then under the heading "Financial/SEC Reports.”  You may

also obtain these documents, free of charge, from NSTAR’s website (www.nstar.com) under the tab “Investor Relations.”

5

Topics for Today

•

Merger update

•

NU regulated investment strategy

•

NU financial results and investment outlook

•

NSTAR financial results

6

A

Compelling

Combination

–

Creates

Largest

Utility

Company        

in New England

Significant infrastructure investment opportunities

combined with balance sheet strength provide for

substantial growth potential

Larger, diverse and better positioned to support

economic growth and state public policy initiatives

in New England

Provides an enhanced total shareholder return

proposition

Enhances service quality capabilities for the

largest customer base in New England

Highly experienced and complementary

leadership team with proven track record

100% stock transaction –

1.312 NU shares per

NSTAR share

56% NU shareholders                                      

44% NSTAR shareholders

NSTAR Electric Service Area

NSTAR Gas Service Area

Northeast Utilities Electric Service Area

Northeast Utilities Gas Service Area

Combined Service Territory

•

3 million electric

customers

•

500,000 natural gas

customers

•

4,500 miles electric

transmission

•

72,000 miles electric

distribution

•

6,300 miles gas

distribution

7

Both Companies Have a Strong History of Earnings               

and Dividend Growth

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

$2.00

$2.25

$2.50

$2.75

$3.00

2009

2010

2011

$2.16

$0.95

$1.91

$1.025

$2.30

-

2.40

1

Excludes NU tax settlement, NU-NSTAR merger costs

2

Full year estimate, excluding NU-NSTAR merger costs

3

December 30, 2011 dividend will be $0.325 per share if merger

has closed, $0.275 if it has not closed

EPS

2011 total dividend per share if

merger does not close on or

before 12/30/11

NSTAR and NU Earnings and Common Dividends:  2009-2011

$0.00

$0.25

$0.50

$0.75

$1.00

$1.25

$1.50

$1.75

$2.00

$2.25

$2.50

$2.75

$3.00

2009

2010

2011

$2.37

$2.56

$1.50

$1.60

$1.70

1

Excludes merger costs,  MATEP sale and RCN tax adjustment

2

Full year estimate, excluding NU-NSTAR merger costs

$2.60 -

$2.75

EPS

Dividend per share

NSTAR

NU

Attractive current yield with strong cash flow and credit profile

$1.10

1

2

1

2

3

29

(9)

18

(3)

47

71

63

173

55

60

239

18

-20

0

20

40

60

80

100

120

140

160

180

200

220

240

260

S&P 500

UTY

Northeast Utilities

NSTAR

8

Proven

Record

of

Delivering

Superior

Value

(1)

3 years

5 years

10 years

1.

Total return as of 10/31/11. Assumes reinvestment of dividends.

2.

Total return calculated based on S&P 500 market index, which is weighted by market capitalization.

3.

Total return calculated based on Philadelphia Utility Index, which is weighted by market capitalization.

(2)

(3)

NST

NST

NST

NU

NU

NU

9

NU’s Transmission Initiatives Continue to Grow

•

First major NEEWS project well under construction; applications to be

filed soon for second project

•

Northern Pass TSA accepted by FERC; permitting process continues

•

More than $400 million of new reliability projects added to five-year

plan to continue addressing national reliability standards

•

States support reliability initiatives, but continue to protest at FERC on

authorized ROEs

•

FERC

denied

state

rehearing

requests

earlier

this

year

regarding

NEEWS,

NPT incentives

•

States and others filed a complaint with FERC on September 30 over

11.14% base ROE for all New England transmission owners

10

Even Before Merger Was Announced, NU and NSTAR            

Were Partners on Northern Pass

•

To be owned by Northern Pass Transmission LLC

NU (75%) and NSTAR (25%)

•

1,200 MW transfer capability

•

Significant environmental and economic benefits

for New England

•

Northern terminus of DC line at Des Cantons

(Québec), southern terminus in Franklin (New

Hampshire)

•

345kV AC leg from Franklin to Deerfield, NH

•

TSA accepted by FERC

•

Permitting process continues with U.S. DOE, U.S.

Forest Service

•

Continued progress in securing alternate route in

northern New Hampshire

–

Community outreach ongoing

•

Capital cost estimate for US segment -

$1.1 billion

–

Completion projected for fourth quarter 2016

Des Cantons

HVDC Line

HVDC Converter

Station

345-kV Line

Existing Deerfield

Substation

Deerfield

Franklin

11

•

Second WMECO solar

project under

construction

•

CT legislation allows 

10 MW of renewable

generation for CL&P

•

Sales growth has

accelerated

•

Significant cost,

environmental

advantages vs. oil

•

Proximity to shale gas a

game-changer for

Northeast

•

Reducing region’s

petroleum use a national

and state focus

•

NPT initiative

•

NEEWS suite of

projects

•

Additional reliability

projects important to

region’s energy policy

Renewables

Transmission

Natural Gas

Numerous Initiatives Under Way at NU to Help the Region’s

Energy Policy Succeed

12

Supporting Massachusetts Energy Policies

•

Award-winning energy efficiency programs

•

Massachusetts tops the nation

•

NSTAR to invest annually more than $200M

•

New renewable energy contracts signed and

approved

•

Three wind projects totaling 108.9 MW

•

Merger-related environmental initiatives

•

Further expand energy efficiency programs

•

Solar investment

•

Electric vehicle pilot

13

Status of Merger Approvals

Securities and Exchange Commission

Shareholders

Department of Justice (waiting period expired)

Federal Communications Commission

Federal Energy Regulatory Commission

Maine DPUC

Massachusetts DPU

Nuclear Regulatory Commission

Approvals Received

Applications Pending

Connecticut PURA

New Hampshire PUC

Determined Not To

Have Jurisdiction

14

Merger Brings Together the Strengths of NU and NSTAR           

to the Benefit of Customers and Investors

•

Enhanced business and financial profile

•

Best practices will improve service quality and reduce costs

•

Strong financial position and cash flows

•

Regional ownership; regional control; attentive to New

England issues

•

Better able to support the region’s energy policies

NU Regulated Investment Strategy

16

2012-2016 Plan Continues to Provide Significant Value for Customers

and Shareholders Through Investment of $5.7 Billion in Infrastructure,

Supported by Strong Execution and Rigorous Cost Management

Specifically, the plan:

•

Invests

$2.6B

in

Transmission,

reflecting

completion

of

Northern

Pass

Project,

substantial

completion

of

NEEWS,

and

continued

investment

in

New

England

reliability

•

Invests $2.1B in Electric Distribution infrastructure, reflects deferring implementation of

AMI at CL&P; better capital utilization with aging infrastructure; and revised projections

of new service connections

•

Invests $255M in generation; $160M for base load generation and completion of

Merrimack Scrubber and $95M investment in renewable generation at CL&P and

WMECO

•

Invests $566M in Yankee Gas, slightly lower than previous plan due to completion of

Waterbury-to-Wallingford pipeline project; also captures a compelling opportunity due

to the combination of low commodity prices and customer penetration in Connecticut

•

Holds down operational O&M expense growth due to continued improvements in

efficiency and achieving operational excellence

17

NEEWS Projects Advance

Current Status Report

Interstate Reliability Project

•

Joint project with National Grid (NU in CT; NGrid

in MA & RI)

•

ISO-NE confirmed need:  August 2010

•

File siting application in CT:  late 2011

•

Siting decisions: 2013

•

Commence construction: late 2013/early 2014

•

Projected in-service: late 2015

•

Total projected NU cost:  $218 million

Central Connecticut Reliability Project

•

Review to be completed and needs identified in early 2012 with

specific projects identified later in 2012

•

Total projected NU cost:  $301 million

•

Project in-service: 2017

SPRINGFIELD

HARTFORD

345-kV Substation

Generation Station

345-kV ROW

115-kV ROW

Central Connecticut

Reliability Project

Interstate

Reliability Project

Greater Springfield

Reliability Project

Greater Springfield Reliability Project

•

Substation construction commenced in MA in Dec.

2010; in CT in summer 2011

•

Army Corps of Engineers permit received in

September -

full overhead construction has

commenced in both MA and CT

•

29% complete as of 10/31/11

•

Projected in-service: late 2013

•

Total projected NU cost:  $718 million

Under  Construction

Under  Construction

18

$0

$100

$200

$300

$400

$500

$600

$700

$800

Base Reliability

Major Southwest CT

NEEWS

Northern Pass

Successful

completion of

SWCT projects

Northern Pass

HVDC Line to

Canada

2012-2016 Transmission Capital Expenditures Includes      

More Than $400 Million of New Projects

Historic

Forecast

$2.6 Billion 

$3.0 Billion

NEEWS projects

progressing

US portion

estimated at

$1.1 billion with

$835 million NU

ownership share

NU’s share of

NEEWS project

estimated at        

$1.262 billion

SWCT projects total

$1.6 billion

Projected

$434 Million 

$1.0 billion of

additional

forecasted reliability

projects  ($400M

new)

19

Transmission 2012-2016 CapEx Plan Includes $346 Million

Program for Reliability Upgrades at PSNH and WMECO

*  

Projects were identified by ISO-NE in its Vermont/New Hampshire

reliability review and are included in the current ISO-NE RSP

**

Projects expected to be finalized in Q4 2011 and added to the April

2012 update of the ISO-NE RSP

Northern Area*

•

Autotransformer addition

•

2013 estimated ISD

Central Area*

•

Synchronous condenser

•

Capacitor banks

•

2013-2015 estimated ISDs

•

New 115 kV lines

•

115 kV line rebuilds

•

Capacitor banks

•

2014-2016 estimated

ISDs

Seacoast Area**

Southern Area**  

Western Areas*

PSNH Total = $238 Million

Pittsfield-Greenfield Area*

•

Autotransformer addition

•

New 115 kV switching station

•

New 115 kV line

•

115 kV line rebuilds

•

Capacitor banks

•

2014-2015 ISDs

WMECO Total = $108 Million

*  

Projects were identified by ISO-NE in its Berkshire

County/Pittsfield area reliability review and are

included in the current ISO-NE RSP

20

Our Electric Distribution Plan Reflects a Comprehensive Approach

to Optimizing Our Capital Investment While Improving Reliability

•

The current plan reduces long-term distribution capital investments by:

•

Deferring deployment of AMI in CT ($217M)

•

Optimizing investments in aging plant infrastructure through implementation of

our new asset investment strategy

•

Reducing new service, municipal relocation and associated capital business

requirements due to economic factors and more precise forecasting

•

Lowering vehicle budget through life extension strategies

•

We have completed a rigorous analysis of our distribution infrastructure,

down to the component level, which allows us to:

•

Extend equipment life due to better performance analysis and enhanced

preventative maintenance

•

Selectively replace components that pose a high risk to reliability

•

Monitor low-risk components to extend operation beyond depreciated life

21

50%

31%

15%

4%

0%

20%

40%

60%

CT Home Heating Market Penetration

Heating

Oil #2

Natural

Gas

Electric

Heating

Propane

72%

53%

48%

47%

31%

0%

20%

40%

60%

80%

Natural gas penetration CT vs. other states

CT

NJ

NY

RI

MA

Natural Gas:  A Compelling Infrastructure  Growth

Opportunity

•

A 35 percent increase in firm YTD gas

sales since 2006

•

WWL project complete and in rates

•

Capital investment projected to $566

million from 2012-2016

•

Expands natural gas access, removes

gas constraints

•

Pursues further oil-to-gas conversions

•

Accelerates cast iron and bare steel

pipe replacement to $40 million/year

•

Increasing the penetration to 50 percent of

the state would yield long-term benefits

•

Significant customer savings

•

Reduced emissions

•

Reduction in oil demand

NU Financial Results and 

Investment Outlook

23

2011 Shows Continued Improvement in NU’s Earnings,                         

Cash Flow

•

EPS up 12.3% year-to-date, excluding merger expenses

•

S&P raised all NU and subsidiary credit ratings in May

•

Attractive dividend growth continues while maintaining

conservative payout ratio

•

Cash generation continues to strengthen

•

$690 million of debt financed at very attractive rates

•

Five-year capital investment and rate base projections continue

to show very attractive growth

24

$0.0

$127.3

$130.7

$258.7

$0.7

$281.4

($10.1)

($10.4)

$128.4

$173.5

($50)

$0

$50

$100

$150

$200

$250

$300

2010

2011

Year-To-Date 2011 Results

Distribution and 

Generation

Transmission

Parent/Other

Ex. Merger Expenses

Merger

Expenses

Total

EPS

$1.46

EPS

$1.58

25

2011 Earnings Guidance Maintained

Current 2011 Guidance

NU Consolidated EPS (GAAP)

$2.10 -

$2.20

Distribution/Generation

$1.30 -

$1.35

Transmission

$1.05 –

$1.10

NU Parent/Other

($0.05)*

NU Consolidated EPS  (Non-GAAP)

$2.30 –

$2.40*

*Excludes $0.20/share of estimated merger-related costs. 

26

Benefits From Favorable 2011 Financing Environment

Company

Amount

Maturity

Coupon

Previous Rate

Taxable Financings

PSNH

$160 million

9/01/21

3.2%

New Money

WMECO

$100 million

9/15/21

3.5%

New Money

Refinancings and Remarketing of Tax-Exempt Debt

CL&P

$62 million

4/01/12*

1.25%

1.4%

PSNH

$122 million**

6/01/21

4.05%

6.0%

CL&P

$120.5 million

9/01/28

4.375%

5.85%

CL&P

$125 million

9/03/13*

1.25%

5.85%

Company

Amount

Maturity

Indicative Rate

Current Coupon

NU

$263 million

4/01/12

2.75%

7.25%

*  Mandatory tender dates shown.  Maturity dates are 5/1/31 for $62 million issue and 9/01/28 for $125 million issue.

** New debt is taxable.  Refinanced debt was tax-exempt.

***Based on 5-year maturity

***

27

2011-2016:  New Capital Expenditure Forecast

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

Five-year 2012-2016 capital spending of approximately $5.7 billion,

compared with last year’s 2011-2015 $6.5 billion plan.

Distribution and Generation Capex (11/10 Forecast)

Transmission Capex (11/10 Forecast)**

Distribution and Generation

Capex (11/11 Forecast*)

Transmission Capex (11/11 Forecast)

2011

2014

2015

2012

2013

2016

*

Includes

total

capex

at

corporate

service

companies

on

behalf

of

operating

companies

of

$155

million

($28

million

in

2012,

$34 million in 2013, $36 million in 2014, $29 million in 2015, and $28 million in 2016).

**Reflects $137 million reduction in November 2010 projections for 2011-2015 capex due to FERC approval of CWIP application            

regarding NEEWS projects.

28

Projected NU Year-End Rate Base

$2,758

$2,940

$3,177

$3,306

$3,502

$3,866

$4,835

$3,488

$3,689

$3,862

$4,085

$4,282

$4,468

$4,613

$405

$797

$763

$768

$759

$755

$682

$733

$753

$792

$851

$773

$1,031

$974

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

2010

Actual

2011E

2012E

2013E

2014E

2015E

2016E

Transmission

Distribution

Generation

Yankee Gas

$8,159

$8,946

$8,565

$9,403

$10,067

$11,234

$7,333

NSTAR Financial Results

30

Solid Results For Q3-2011; In-line With Expectations

Q3 2010 EPS before one-time item

0.93

$    

Transmission revenue

0.04

Energy efficiency

0.03

Telecommunications operations

0.01

0.08

Electric sales (-2.1%)

(0.05)

Depreciation and property taxes

(0.01)

Operations & maintenance

(0.01)

(0.07)

0.01

EPS - Q3 2011

0.94

$    

(1) Excludes one-time charge of 20 cents per share related to a settlement with the IRS

(1)

31

$9.3

$202.0

$218.3

$220.7

$14.5

$206.2

$0

$50

$100

$150

$200

$250

$300

Electric

Gas

Consolidated

2010

2011

Year-To-Date 2011 Results Reflect Strong Customer Focus

and Positive Cost Management

Note: Results exclude merger-related costs of $5.6 million for 2011, a one-time charge of

$20.6 million for a tax settlement in Q3 2010 and a one-time gain of $108.9 million from the

sale of district energy operations in Q2 2010.

EPS

$2.12

EPS

$2.07

32

NSTAR -

Transmission Investment Ahead

•

Transmission Rate Base is expected to grow from $800 million to

approximately $1.6 billion by 2016

•

Growth/reliability spending averages about $100 million per year

•

Major Projects:

•

Cape Cod Line

•

Mid Cape Line

•

Boston 345kV Connection

•

Northern Pass

$110-$120 million

$25-$30 million

$45-$50 million

$280 million

(2011-2012)

(2013-2014)

(2014-2015)

(2014-2016)

33

Very Positive J.D. Power Customer Satisfaction Results

Company A

Company B

Company C

Company D

East midsize Segment Average

Company E

Company F

Company G

Company H

Company I

NSTAR Gas

620

618

614

613

609

608

604

601

598

585

622

2011 J.D. Power Gas Company Survey

Company A

Company B

Company C

Company D

East midsize Segment Average

Company E

Company F

Company G

Company H

Company I

NSTAR Electric

Company J

Company K

Company L

Company M

Company N

Company O

Company P

638

636

621

618

606

617

614

611

610

607

617

603

602

595

588

582

570

556

2011 J.D. Power Electric Company Survey

34

Best-in-the-Industry TSR and Credit Ratings

NSTAR     A+

NSTAR Total Shareholder Return Outperforms the Industry

1996

2010

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

Only Company in Any

Industry to

Deliver 14 Consecutive Years of

Positive Total Shareholder Return

S&P 500

Utility Index

NSTAR

NSTAR Total Shareholder Return

NSTAR

A+

Southern Company

A

Consolidated Edison, Inc.

A-

Dominion Resources, Inc.

A-

DPL Inc.

A-

Duke Energy Corporation

A-

Energy East Corporation

A-

NextEra Energy, Inc.

A-

KeySpan Corp.

A-

Niagara Mohawk Power Corporation

A-

Vectren Corporation

A-

Wisconsin Energy Corporation

A-

Xcel Energy Inc.

A-

ALLETE, Inc.

BBB+

Alliant Energy Corporation

BBB+

DTE Energy Company

BBB+

Integrys Energy Group, Inc.

BBB+

Kentucky Utilities Company

BBB+

Louisville Gas and Electric Company

BBB+

MDU Resources Group, Inc.

BBB+

MidAmerican Energy Holdings Company

BBB+

Northeast Utilities

BBB+

OGE Energy Corp.

BBB+

Pepco Holdings, Inc.

BBB+

PG&E Corporation

BBB+

PPL Corporation

BBB+

Progress Energy, Inc.

BBB+

SCANA Corporation

BBB+

Sempra Energy

BBB+

TECO Energy, Inc.

BBB+

American Electric Power Company, Inc.

BBB

Avista Corporation

BBB

CenterPoint Energy, Inc.

BBB

Cleco Corporation

BBB

El Paso Electric Company

BBB

Entergy Corporation

BBB

Exelon Corporation

BBB

Great Plains Energy Inc.

BBB

Green Mountain Power Corporation

BBB

IDACORP, Inc.

BBB

NorthWestern Corporation

BBB

Pinnacle West Capital Corporation

BBB

Portland General Electric Company

BBB

Public Service Enterprise Group Inc.

BBB

UIL Holdings Corporation

BBB

Westar Energy, Inc.

BBB

Allegheny Energy, Inc.

BBB-

Ameren Corporation

BBB-

Black Hills Corporation

BBB-

CMS Energy Corporation

BBB-

Constellation Energy Group, Inc.

BBB-

Duquesne Light Company

BBB-

Edison International

BBB-

Empire District Electric Company

BBB-

FirstEnergy Corp.

BBB-

Hawaiian Electric Industries, Inc.

BBB-

IPALCO Enterprises, Inc.

BBB-

NiSource Inc.

BBB-

Otter Tail Corporation

BBB-

Puget Energy, Inc.

BB+

NV Energy, Inc.

BB+

PNM Resources, Inc.

BB-

35

Massachusetts Proceeding Nearing Completion

•

Hearings and briefing process completed

•

Meets Massachusetts “net benefit”

standard

•

Significant environmental benefits

•

Expand EE programs

•

Solar investment

•

Electric vehicle pilot

•

Net savings of $784M over 10 yrs –

$5B over 40 yrs

•

Oral arguments on DOER’s motion rescheduled to

November

17

th

36

•

Very enthusiastic and confident about the merger

•

A truly compelling transaction combining two very strong

companies

•

Offers significant customer, environmental and regional

benefits

•

Attractive shareholder investment opportunity:

Track record of top performance

Low-risk investment profile

Strong financial condition

Key Takeaways

Appendix

38

Greater

Springfield

Reliability

Project

$718M

Interstate

Reliability

Project $218M

Central

Connecticut

Reliability

Project $301M

NEEWS Projects 2011 Cash Flows

Priors

2011

2012

2013

2014

2015

2016

Greater Springfield Reliability Project

153

170

232

119

44

0

0

718

Interstate Reliability Project

41

9

11

12

70

74

1

218

Central Connecticut Reliability Project

15

1

2

13

42

150

78

(2)

301

NEEWS Related Projects

33

28

17

7

0

0

0

85

Total

NEEWS

Projects

-

2011

EEI

(1)

242

208

262

151

156

224

79

1,322

(3)

Total

NEEWS

Projects

-

2010

EEI

(1)

239

235

351

179

185

280

49

1,518

(3)

Removal of AFUDC charges estimated to be incurred after June 1,

2011 due to FERC order allowing 100% of Construction Work in

Progress to be placed into regional rates.

Reduction of Interstate Reliability Project scope (310 Loop / Card

Street scope). 

Related Projects: a combination of offsetting budget and AFUDC

adjustments.  Approximately $40M of the $85M has been placed in

service.

Primary Changes

NEEWS Related

Projects $85 M

Revised NEEWS Project Costs (in $ millions)

(3)

NEEWS totals above do not reflect UI Investment in CL&P NEEWS Projects.  Based on current NEEWS

project estimates, a potential UI investment of $60 million has been reflected in the 2011 EEI net numbers

above and in the NU consolidated earnings projections. For 2010 EEI numbers, the UI investment was

estimated at $69M.

Total

NEEWS

Projects

–

2011

EEI

Net

UI

242

208

252

136

156

213

55

1,262

Greater

Springfield

Reliability

Project

$795M

Interstate

Reliability

Project $301M

Central

Connecticut

Reliability

Project

$338M

NEEWS Related

Projects $84 M

2010 EEI Estimate

$1,518M

2011 EEI Estimate

$1,322M

(2)

A

portion

of

these

capital

expenditures

is

expected

to

be

spent

in

2017.

(1)

2010 EEI cashflows include actual and forecasted AFUDC through December 31, 2015; 2011 EEI cashflows reflect actual AFUDC only through May 31, 2011.

39

Other Transmission Capital Projects

In RSP / Not Yet in RSP

$0

$50

$100

$150

$200

$250

$300

$350

$400

2012

2013

2014

2015

2016

In RSP

Not Yet in RSP

2012-2016 NU Transmission Capital Program

Other

Projects

–

In

Millions

CL&P

WMECO

PSNH

Total $1.0 Billion

High confidence level in “Other

Projects”, 77% in RSP as required.

Breakdown of Other Projects:

•

77% ($77M) -

in RSP

•

23% ($228M) -

not yet in RSP

174

229

352

199

51

1990 Line Structure Replacement

$63.3

Pittsfield / Greenfield Area Solution

$107.6

NH Reliability Project in RSP

$84.6

Hartford Area Reliability

$53.2

West Springfield S/S Rebuild

$48.3

NH Reliability Project not yet in RSP

$154.2

Stamford Underground Cable

$48.5

115 KV Hollow Core Insulator Repl

$13.7

Scobie - Tewksbury Line

$40.1

Southwest CT Upgrades

$30.0

OPGW Communications Project

$8.4

Manchester Area Solution

$34.4

Separate Lines 348,310,371 & 383

$24.6

115 KV Relay Replacements

$5.6

Maine Power Reliability

$31.5

115 KV Hollow Core Insulator Repl

$22.2

10 Additional Reliability Projects

$15.8

Nashua Area Solution

$28.4

South Meadow BPS

$12.9

New Peaslee SS & 115 KV Line

$24.0

OPGW Communications Project

$10.4

Deerfield 2nd Auto Transformer

$22.4

Obsolete Equipment Repl. Prgm.

$7.8

New Maintenance Facility

$12.9

Vehicle Purchases

$7.0

Eagle Substation

$7.7

36 Additional Reliability Projects

$43.9

New Pease Substation

$6.0

OPGW Communications Project

$4.6

39 Additional Reliability Projects

$31.6

$323.8

$199.4

$482.4

40

Review of FERC-Approved Transmission ROEs

10.00%

10.50%

11.00%

11.50%

12.00%

12.50%

13.00%

13.50%

Local Network

Service

Regional

Network Service

Base

Northern Pass

2005-2008

Regional

Projects

NEEWS

M-N

Underground

NU’s

Local

Network

Service

Tariff

ROE

(subject

of

states’

9/30/11

Section

206

complaint

to

FERC)

NE RTO Incentive adder of 50 basis points on PTF assets

ISO-NE Planned Regional PTF projects in-service before 1/1/09 (D.C. Circuit Court rejected appeal on 1/29/10)

Middletown-Norwalk advanced technical underground cable system

125 basis point NEEWS incentive (request for reconsideration denied by FERC on 6/28/11)

142 basis point Northern Pass incentive (request for reconsideration denied by FERC on 8/5/11)

11.14%

12.64%

12.89%

13.10%

12.56%

11.64%

41

Milestone

Milestone Date

Initial FERC filing declaratory order

Dec 2008               

FERC filing declaratory order

May 2009

Transmission Service Agreement (‘TSA’) signed

Oct 2010

ISO Technical Approval application filed

Oct 2010

DOE Presidential Permit application filed

Oct 2010

TSA FERC filing

Dec 2010

FERC order received

Feb 2011

New Hampshire Siting (‘SEC’) application filed

Q4 2012

Complete siting approvals

Q4 2013

Begin Construction

2014

In-Service Date 

Oct 2016

Project cost  -

(U.S. side) 

$ 1.1 Billion

Northern Pass Transmission

A $1.1 Billion Capital Investment (2009 -2016)

Project Milestones (as of 11/1/11)

42

$135

$148

$139

$210

$247

$83

$59

$76

$109

$176

$97

$221

$198

$118

$122

$68

$43

$178

$238

$23

$1

$22

$19

$327

$0

$100

$200

$300

$400

$500

$600

$700

$800

2011

2012

2013

2014

2015

2016

CL&P

PSNH

WMECO

Northern Pass

NU Projected Transmission Capital Expenditures

$434

$686

$650

$434

$388

$465

43

NU Projected Transmission Year-End Rate Base

$2,158

$2,205

$2,151

$2,157

$2,278

$2,416

$2,444

$336

$353

$395

$424

$474

$560

$743

$264

$382

$631

$725

$750

$874

$809

$839

$16

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

$5,000

2010

Actual

2011

2012

2013

2014

2015

2016

CL&P

PSNH

WMECO

Northern Pass

$2,758

$3,177

$3,306

$3,502

$3,866

$4,835

$2,940

44

$338

$284

$271

$271

$268

$272

$12

$22

$11

$102

$111

$109

$110

$116

$112

$129

$35

$28

$29

$34

$34

$36

$39

$39

$39

$40

$20

$10

$10

$10

$40

$12

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

$550

$600

$650

$700

$750

2011 Proj

2012

2013

2014

2015

2016

WMECO - Generation ($50m total)

WMECO - Distribution ($197m total)

PSNH - Generation ($160m total)

PSNH - Distribution ($558m total)

CL&P - Generation ($45m total)

CL&P - Distribution ($1,366m total)

Projected Electric Distribution and Generation Capital

Expenditures –

By Company

2012-2016 Projected Distribution & Generation Capital Spending

$2.4 Billion

$617

$458

$468

$470

$479

$501

45

Projected Distribution/Generation Capital Expenditures 2011-2016

CL&P Distribution/Generation CapEx

$272

$268

$335

$271

$328

$271

$316

$284

$318

$334$338

$83

$133

$1

$11

$22

$12

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

2011

2014

2015

2016

2013

2012

2010 Distribution Forecast

2011 Distribution Forecast

Renewable Generation

AMI

WMECO Distribution/Generation CapEx

2010 Forecast

2011 Forecast

Generation

$40

$40

$9

$20

$5

$10

$10

$36

$52

$57

$57

$58

$59

$39

$39

$39

$5

$5

$10

$12

$20

$0

$10

$20

$30

$40

$50

$60

$70

$80

2011

2014

2015

2016

2013

2012

PSNH Distribution/Generation CapEx

2010 Forecast

2011 Forecast

Generation

$116

$112

$51

$35

$53

$28

$29

$29

$34

$110

$109

$111

$133

$133

$128

$117

$114

$102

$109

$129

$34

$29

$0

$50

$100

$150

$200

$250

$300

2011

2014

2015

2016

2013

2012

Yankee Gas Distribution CapEx

2010 Forecast

2011 Forecast

$113

$99

$95

$126

$123

$128

$125

$116

$107

$111

$119

$0

$20

$40

$60

$80

$100

$120

$140

2011

2014

2015

2016

2013

2012

46

Actual and Projected Distribution and Generation

Year-End Rate Base

$2,273

$2,409

$2,532

$2,677

$2,812

$2,924

$3,023

$803

$861

$903

$968

$1,021

$1,082

$1,127

$412

$419

$427

$440

$449

$462

$682

$733

$753

$792

$851

$974

$1,031

$405

$797

$773

$763

$768

$759

$755

$463

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

2010

Actual

2011

2012

2013

2014

2015

2016

CL&P Distribution

PSNH Distribution

WMECO Distribution

Yankee Gas

Total Generation

$4,575

$5,388

$5,640

$5,901

$6,201

$6,399

$5,219

47

2010-2016:  NU Actual and Projected Capital Expenditures

and Depreciation

$1,208

$1,089

$1,024

$1,036

$1,027

$1,263

$1,317

$302

$305

$341

$364

$384

$406

$458

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

2010

Actual

2011

2012

2013

2014

2015

2016

Total Capex (incl. cost of removal and AFUDC)*

Depreciation

*Totals include capex at corporate service companies on behalf of operating companies of $69 million in 2010, and

estimated at $46 million in 2011, $28 million in 2012, $34 million in 2013, $36 million in 2014, $29 million in 2015, and $28

million in 2016.

Significant capital spending through 2016

48

$29

$48

$50

$50

$52

$54

$36

$27

$27

$28

$29

$30

$18

$20

$20

$21

$22

$26

$26

$13

$28

$23

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

$110

$120

$130

$140

$150

2011 Proj

2012

2013

2014

2015

2016

Aging Infrastructure

Basic Business

Peak Load/New Business

Gas Supply Infrastructure

WWL

2012-2016 Projected Yankee Gas Capital Spending

$566 Million

$111

$116

$125

$123

$95

Yankee Gas Projected Capital Expenditures

Investing $566 million, leveraging natural

gas as “the fuel of choice”

Distribution system expansion: 2011

spending of $28 million for 16-mile

Waterbury to Wallingford Line and

modifications to the LNG facility (WWL);

total project cost of $54M

Gas supply infrastructure

Accelerated replacement of cast iron /

bare steel pipe: $40M annually starting

in 2012

$107

Yankee Gas Strategy

49

•

$54 million Waterbury-to-Wallingford/LNG

project began in April 2010; scheduled to

enter service this month

•

Fills gaps in supply portfolio and eliminates

system constraint in Cheshire area

•

Increases vaporization capacity of

Waterbury LNG project

•

Supports area’s growing customer demand

Yankee Gas Continues to Identify Initiatives to Meet Customer

Needs and Sales Growth

3.4

6.2

6.3

5.0

3.1

Yankee Gas Sales (firm)

2007

2008

2009

2010

2011 YTD

50

2009 –

2011 NU Consolidating EPS

GAAP / Non-GAAP Reconciliation

2009 Actual

2010 Actual

2011 Guidance

Distribution/Generation

$0.92

$1.16

$1.30 –

$1.35

Transmission

0.95

1.00

1.05 –

1.10

Total Regulated

1.87

2.16

2.35 –

2.45

NU Parent/Other

(0.05)

(0.05)

(0.05)

Total Regulated and Parent

$1.82

$2.11

$2.30 –

$2.40

Competitive

0.09

0.05

N/A

NU Consolidated Operating Results

(Non-GAAP)

$1.91

$2.16

$2.30 –

$2.40

NU-NSTAR Merger Expenses

N/A

(0.06)

(0.20)

NU Tax Settlement

N/A

0.09

N/A

NU Consolidated (GAAP)

$1.91

$2.19

$2.10 -

$2.20