8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   November 8, 2011

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

(Exact name of registrant as specified in its charter)

Vermont (State or other jurisdiction of incorporation) 1-8222 (Commission File Number) 03-0111290 (IRS Employer Identification No.)

77 Grove Street, Rutland, Vermont               05701

(Address of principal executive offices)          (Zip Code)

Registrant’s telephone number, including area code (800) 649-2877

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of the registrant's news release issued on November 8, 2011 announcing its financial results for the third quarter ended September 30, 2011.

As discussed in Exhibit 99.1, the news release contains forward-looking statements within the meaning of the federal securities laws.  These statements are present expectations, and are subject to the limitations listed therein, and in Central Vermont's other filings with the Securities and Exchange Commission, including that actual events or results may differ materially from those in the forward looking statements.

The foregoing information (including Exhibit 99.1) is being furnished under "Item 2.02. Results of Operations and Financial Condition" and "Item 7.01. Regulation FD Disclosure."  Such information (including Exhibit 99.l) is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

An analyst conference call to review the third quarter 2011 results will be held on Wednesday, November 9, 2011 at 2:00 p.m. Eastern Time.  A live audio web cast of the conference call will be available to the public on a listen-only basis.  To listen to the web cast go to the Event Calendar section on the Investor Relations page of the company's web site at www.cvps.com and select the "CVPS 2011 3rd Quarter Earnings Conference Call" link.  Central Vermont's news releases, current financial information, SEC filings, and Investor Relations presentations are accessible at the same web site.

Item 7.01. Regulation FD Disclosure.

See "Item 2.02. Results of Operations and Financial Condition" above.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Central Vermont's News Release dated November 8, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
By	/s/ Pamela J. Keefe                                Pamela J. Keefe Senior Vice President, Chief Financial Officer, and Treasurer
November 8, 2011

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release:  November 8, 2011

Central Vermont Reports 2011 Third-Quarter Earnings

§   Year-to-date earnings of $0.5 million, or 2 cents per diluted share, $1.25 lower than 2010

Ø   $13.1 million increase in operating revenues

Ø   $  6.9 million increase in service restoration costs (primarily Tropical Storm Irene)

Ø   $  5.0 million increase in exogenous cost deferrals (mostly major storms, 2011 vs. 2010)

Ø   $  8.7 million increase in transmission costs

Ø   $  4.9 million increase in equity in earnings of affiliates

Ø   $26.6 million in merger-related costs (includes $19.5 million Fortis termination fee)

§   Third-quarter loss of $8.6 million, or 65 cents per diluted share, $1.44 lower than 2010

Ø   $  2.7 million increase in operating revenues

Ø   $  9.5 million increase in service restoration costs (primarily Tropical Storm Irene)

Ø   $  5.0 million increase in exogenous cost deferrals (mostly major storms, 2011 vs. 2010)

Ø   $  6.1 million increase in transmission costs

Ø   $  1.5 million increase in equity in earnings of affiliates

Ø   $23.4 million in merger-related costs (includes $19.5 million Fortis termination fee)

§   Due to pending merger, earnings guidance is discontinued

RUTLAND, VT - Central Vermont Public Service (NYSE: CV) reported consolidated earnings of $0.5 million, or 2 cents per diluted share of common stock, for the first nine months of 2011 compared to $15.6 million, or $1.27 per diluted share of common stock, for the same period in 2010.  The third-quarter results were a loss of $8.6 million or 65 cents per common share, $1.44 lower than in 2010.

The reduced earnings of $15.1 million for the nine months of 2011, compared to 2010 were primarily due to costs associated with the company’s pending sale to a subsidiary of Gaz Métro Limited Partnership, Northern New England Energy Corporation, which included a $19.5 million termination payment to Fortis Inc.  Other factors were increases in operating expenses, including service restoration costs, partially offset by related deferrals as allowed by our alternative regulation plan.

“While the earnings were negatively affected in the short term by storm costs and costs related to the sale of the company, we continue to operate efficiently,” CVPS President and CEO Larry Reilly said.  “Under the sale agreement with Gaz Métro, we expect to continue to pay our normal quarterly dividend of 23 cents per share until closing.

“In the meantime, we are focused on providing customers with top-notch service and working with Gaz Métro and Green Mountain Power to plan and implement a smooth transition process,” Reilly said.  “Teams that include employees from CVPS and GMP are diligently working together to examine both companies’ work processes and best practices so we can take the best of both companies and build one even better company to serve our collective customers going forward.”

Year-to-Date 2011 results compared to 2010

Operating revenues increased $13.1 million, including a $16.1 million increase in retail revenues, a $2.5 million increase in the provision for rate refund, partially offset by a $4.2 million decrease in resale revenue, and a $1.3 million decrease in other operating revenues.

The increase in retail revenues primarily resulted from a 7.46 percent base rate increase, effective January 1, 2011, higher customer usage due to colder winter and spring weather in 2011, and the acquisition of Vermont Marble on September 1, 2011, including Omya Industries, Inc., our largest industrial customer.  The provision for rate refund is the net impact in the period of collections and refunds of amounts previously deferred, as required by the power cost adjustment component of our alternative regulation plan.  Resale revenues decreased due to lower contract prices associated with the sale of our excess energy, and lower volume available for resale due to higher retail load.  Other operating revenues decreased primarily due to less mutual aid provided to other utilities in 2011.

Purchased power expense decreased $1 million, comprised of a decrease of $7.4 million from lower capacity costs and lower volumes from ISO-NE, a decrease of $2.6 million from market purchases related to 2010 refueling outages, and a $0.9 million decrease from lower output from Hydro-Québec, partially offset by an increase of $7.3 million due to higher output at the Vermont Yankee plant in 2011 and higher related capacity costs, an increase of $1.9 million due to higher output and market rates from independent power producers, and $0.7 million of nuclear outage deferrals in 2010.

Other operating expenses increased $15.8 million.  This included a $6.9 million increase in service restoration costs, related to Tropical Storm Irene in August 2011, partially offset by the cost of a major storm in February 2010.  Also included was an increase of $8.7 million in transmission expenses driven by higher rates from ISO-NE, higher Vermont Transmission Agreement billings, net of higher NEPOOL Open Access Transmission Tariff reimbursements, a $2.4 million increase in regulatory amortizations, a $0.9 million increase in depreciation expense due to an increase in utility plant assets, including the acquisition of Vermont Marble, and various other items.  These increases were partially offset by a $5 million net increase in regulatory deferrals, including $8.6 million of 2011 exogenous cost deferrals mostly related to Tropical Storm Irene, partially offset by $3.6 million of 2010 exogenous cost deferrals related to major storms and tax law changes.  We also had a $1.3 million decrease in operating income tax expense as a result of a lower level of earnings.

Equity in earnings of affiliates increased $4.9 million due to the return on the $34.9 million investment that we made in Transco in December 2010.

Other, net decreased $26.6 million primarily due to a $19.5 million termination payment to Fortis Inc., $6.6 million of other merger-related costs, and $0.4 million of lower income from variable life insurance policies.

Third quarter 2011 results compared to 2010

Third quarter operating revenues increased $2.7 million for many of the same reasons cited above.

Purchased power expense decreased $3.2 million for many of the same reasons cited above.

Other operating expenses increased $12.8 million for the same reasons described above.

Equity in earnings of affiliates increased $1.5 million for the same reason cited above.

Other, net decreased $24 million for the same reasons cited above.

2010 Common Stock Issuance

Earnings per share for 2011 reflect the impact of shares issued under our continuous offering equity program. From April to December 2010, CV sold an aggregate of 1,498,745 shares in open market trading and direct placements under this program for aggregate gross proceeds of approximately $30.6 million.  The net proceeds of the offering were used for general corporate purposes.  No equity issues are anticipated in 2011.

2011 Earnings Guidance

Due to the pending merger, the Company has discontinued earnings guidance.

Webcast

CV will host an earnings teleconference and webcast on November 9, 2011, beginning at 2 p.m. Eastern Time.  At that time, CV President and CEO Larry Reilly and Chief Financial Officer Pamela Keefe will discuss the company’s financial results and recent developments in the company’s planned sale and merger.

Interested parties may listen to the conference call live on the Internet by selecting the "CVPS 2011 3rd Quarter Earnings Conference Call" link on the "Investor Relations" section of the company’s website at www.cvps.com. An audio archive of the call will be available later that day at the same location or by dialing 1-877-660-6853 within the U.S. or internationally by dialing 1-201-612-7415 and entering Account 286 and Conference ID 380592.

About CV

CV is Vermont’s largest electric utility, serving more than 160,000 customers statewide.  CV’s non-regulated subsidiary, Catamount Resources Corporation, sells and rents electric water heaters through a subsidiary, SmartEnergy Water Heating Services.

Form 10-Q

On Tuesday, November 8, 2011, the company filed its quarterly Form 10-Q with the Securities and Exchange Commission.  A copy of that report is available on our web site, www.cvps.com, under the "Investor Relations" section. Please refer to it for additional information regarding our condensed consolidated financial statements, results of operations, capital resources and liquidity.

Reconciliation of Earnings (Losses) Per Diluted Share
	First Nine Months			Third Quarter
	2011 vs. 2010			2011 vs. 2010
2010 Earnings per diluted share	$	1.27		$	0.79
Major Statement of Operations Variances:
Higher operating revenue - retail sales volume		0.06			0.02
Merger-related fees		(1.17	)		(1.03	)
2010 Exogenous cost deferral, net of costs incurred        (major storm in February 2010)		0.00			(0.16	)
Variable life insurance		(0.03	)		(0.06	)
Other (includes impact of additional common shares, income tax adjustments, and various items)		(0.11	)		(0.21	)
2011 Earnings (losses) per diluted share	$	0.02		$	(0.65	)

Forward-Looking Statements

Statements contained in this press release that are not historical fact are forward-looking statements intended to qualify for the safe-harbors from the liability established by the Private Securities Litigation Reform Act of 1995.  Statements made that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  Actual results will depend, among other things, upon the actions of regulators, performance of the Vermont Yankee nuclear power plant, effects of and changes in weather and economic conditions, volatility in wholesale electric markets, volatility in the financial markets, and our ability to maintain our current credit ratings.  These and other risk factors are detailed in CV's Securities and Exchange Commission filings.  CV cannot predict the outcome of any of these matters; accordingly, there can be no assurance that such indicated results will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this press release.  CV does not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this press release.

Media Inquiries:	Steve Costello, Director of Public Affairs (802) 747-5427; e-mail: scostel@cvps.com (802) 742-3062 (pager)
Contact:	Pamela Keefe, Senior Vice President, Chief Financial Officer and Treasurer (802) 747-5435; e-mail: pkeefe@cvps.com

Central Vermont Public Service Corporation - Consolidated
Earnings Release
(dollars in thousands, except per share amounts)
	Three months ended September 30						Nine months ended September 30
Condensed Income statement	2011			2010			2011			2010
Operating revenues:
Retail sales	$	78,643		$	73,766		$	233,539		$	217,413
Resale sales		4,973			8,299			22,412			26,622
Provision for rate refund		1,318			18			4,876			2,344
Other		3,117			3,309			8,577			9,957
Total operating revenues		88,051			85,392			269,404			256,336
Operating expenses:
Purchased power - affiliates and other		37,863			41,109			118,993			120,038
Other operating expenses		44,001			31,247			133,693			117,857
Income tax expense		1,762			4,407			4,138			5,454
Total operating expense		83,626			76,763			256,824			243,349
Utility operating income		4,425			8,629			12,580			12,987
Other (loss) income:
Equity in earnings of affiliates		6,821			5,347			20,749			15,857
Other, net		(23,484	)		491			(26,298	)		334
Income tax benefit (expense)		7,140			(1,631	)		3,616			(4,934	)
Total other (loss) income		(9,523	)		4,207			(1,933	)		11,257
Interest expense		3,548			2,846			10,132			8,607
Net (loss) income		(8,646	)		9,990			515			15,637
Dividends declared on preferred stock		92			92			276			276
(Loss) earnings available for common stock	$	(8,738	)	$	9,898		$	239		$	15,361
Per common share data
(Loss) earnings per share of common stock - basic	$	(0.65	)	$	0.79		$	0.02		$	1.27
(Loss) earnings per share of common stock - diluted	$	(0.65	)	$	0.79		$	0.02		$	1.27
Average shares of common stock outstanding - basic		13,425,986			12,516,488			13,393,293			12,109,796
Average shares of common stock outstanding - diluted		13,425,986			12,545,987			13,482,376			12,140,191
Dividends declared per share of common stock	$	0.23		$	0.23		$	0.92		$	0.92
Dividends paid per share of common stock	$	0.23		$	0.23		$	0.69		$	0.69
Supplemental financial statement data
Balance sheet
Investments in affiliates							$	178,343		$	134,802
Total assets							$	751,786		$	646,297
Common stock equity							$	262,409		$	253,966
Long-term debt (excluding current portions)							$	232,281		$	158,300
Cash Flows
Cash and cash equivalents at beginning of period							$	2,676		$	2,069
Cash provided by operating activities								41,721			38,042
Cash used for investing activities								(43,738	)		(21,623	)
Cash provided by (used for) financing activities								1,051			(14,543	)
Cash and cash equivalents at end of period							$	1,710		$	3,945
Refer to our 2011 Form 10-Q for additional information