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):  May 5, 2010

Commission	Registrant; State of Incorporation	I.R.S. Employer
File Number	Address; and Telephone Number	Identification No.
-----------	-----------------------------------	--------------------
1-5324	NORTHEAST UTILITIES	04-2147929
	---------------------------------------
	(a Massachusetts voluntary association)
	One Federal Street, Building 111-4
	Springfield, Massachusetts 01105
	Telephone:  (413) 785-5871
0-00404	THE CONNECTICUT LIGHT AND POWER COMPANY	06-0303850
	---------------------------------------
	(a Connecticut corporation)
	107 Selden Street
	Berlin, Connecticut  06037-1616
	Telephone:  (860) 665-5000
1-6392	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE	02-0181050
	---------------------------------------
	(a New Hampshire corporation)
	Energy Park
	780 North Commercial Street
	Manchester, New Hampshire 03101-1134
	Telephone:  (603) 669-4000

0-7624	WESTERN MASSACHUSETTS ELECTRIC COMPANY	04-1961130
	--------------------------------------
	(a Massachusetts corporation)
	One Federal Street, Building 111-4
	Springfield, Massachusetts 01105
	Telephone:  (413) 785-5871

Not Applicable

--------------

(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))

Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2010, Northeast Utilities issued a news release announcing the unaudited results of operations for the first quarter of 2010 and related financial information for certain of its subsidiaries for the same period.  A copy of the news release and the related financial reports are attached as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference thereto.

The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Northeast Utilities, The Connecticut Light and Power Company, Public Service Company of New Hampshire or Western Massachusetts Electric Company under the Securities Act of 1933, as amended unless specified otherwise.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	News Release issued by Northeast Utilities on May 5, 2010
Exhibit 99.2	Financial Report for the three-month period ended March 31, 2010

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

NORTHEAST UTILITIES

THE CONNECTICUT LIGHT AND POWER COMPANY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

WESTERN MASSACHUSETTS ELECTRIC COMPANY

(Registrants)

By:  

/s/ Jay S. Buth

Name:  Jay S. Buth

Title:    Vice President-Accounting and Controller

Date:  May 5, 2010

EX-99

Exhibit 99.1

P. O. Box 270 Hartford, CT  06141-0270 56 Prospect Street Hartford, CT  06103 (860)-665-5000 www.nu.com

CONTACT:

Jeffrey R. Kotkin

OFFICE:

(860) 728-4650

NU REPORTS FIRST QUARTER RESULTS

HARTFORD, Connecticut, May 5, 2010—Northeast Utilities (NYSE: NU) today reported first quarter 2010 earnings of $86.2 million, or $0.49 per share, compared with earnings of $97.7 million, or $0.60 per share, in the first quarter of 2009.  

Charles W. Shivery, NU chairman, president, and chief executive officer, attributed the lower results primarily to lower electric and natural gas sales, reduced earnings at NU’s competitive businesses due to the absence of mark-to-market gains, and higher employee benefit costs, due in part to the enactment of national health care legislation.  NU recorded $3 million in after-tax charges in the first quarter of 2010 associated with the health care legislation.  In addition, earnings per share were impacted by the sale of nearly 19 million NU shares in March 2009.  

Distribution segment earnings of NU’s four utilities totaled $47.9 million in the first quarter of 2010, compared with $59.2 million in the first quarter of 2009.  “Our electric operating companies provide critical infrastructure for nearly 2 million customers, and we continue to invest heavily to maintain reliable systems, but economic conditions continue to weigh on the returns of their distribution businesses,” Shivery said.  

In the first three months of 2010, NU’s capital expenditures totaled $182.7 million, including $84 million on its electric and natural gas distribution systems.  

2010 earnings guidance

NU today affirmed its 2010 consolidated earnings guidance of between $1.80 per share and $2.00 per share.  NU continues to project earnings from its regulated electric and natural gas distribution and electric generation segment of between $0.95 per share and $1.05 per share ¹ and between $0.90 per share and $0.95 per share¹ for its transmission segment.  It projects earnings of between $0.00 and $0.05 per share ¹ at its competitive businesses and net expenses of approximately $0.05 per share ¹ at NU parent and other companies.

Regulated company results

NU’s transmission earnings were $40.1 million, or $0.23 per share ¹, in the first quarter of 2010, compared with $35.4 million, or $0.22 per share ¹, in the first quarter of 2009.  Shivery said the improved results primarily reflected a higher level of transmission investment.  

The Connecticut Light and Power Company’s (CL&P) distribution earnings were $14.3 million in the first quarter of 2010, compared with $21.6 million in the first quarter of 2009.  The lower results were due to a 4.9 percent decline in retail sales owing to much warmer weather and a continued economic slowdown in Connecticut, as well as higher pension and other operating costs.

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Public Service Company of New Hampshire’s (PSNH) distribution and generation earnings were $11.1 million in the first quarter of 2010, compared with $13.5 million in the first quarter of 2009.  PSNH benefited from a temporary rate increase that took effect August 1, 2009, but that revenue was more than offset by a 5.3 percent decline in retail sales and $1 million of charges related to the new health care legislation.

Western Massachusetts Electric Company’s (WMECO) distribution earnings were $2.9 million in the first quarter of 2010, compared with $4.8 million in the first quarter of 2009.  Lower results in 2010 were primarily due to a 4.4 percent decline in retail sales in the first quarter of 2010, compared with the first quarter of 2009.

Overall, NU’s retail electric sales were down 4.9 percent in the first quarter of 2010 compared with the first quarter of 2009.  They were down 2.5 percent on a weather-adjusted basis.

Shivery said the first-quarter sales decline reflects a number of factors, including a much milder New England winter in 2010.  “Our electric sales results also reflect the very significant ongoing investment in energy conservation measures our customers continue to make, the region’s slow recovery from the economic downturn, and our Connecticut customers’ installation of distributed generation,” Shivery said.

Yankee Gas Services Company earned $19.6 million in the first quarter of 2010, compared with $19.3 million in the first quarter of 2009.  Lower interest expense was partially offset by a 3.5 percent decline in firm natural gas sales, driven by a 13.5 percent reduction in year-over-year heating degree days in Connecticut.  Firm natural gas sales rose 6.4 percent on a weather-adjusted basis.

Competitive businesses

NU’s remaining competitive energy businesses earned $2.3 million in the first quarter of 2010, compared with $5.8 million in the first quarter of 2009.  The decline was primarily due to reduced benefits from marking to market the remaining wholesale obligations of NU Enterprises, Inc. (NUEI).  NUEI recorded after-tax mark-to-market losses of $0.4 million in the first quarter of 2010, compared with after-tax gains of $3.2 million in the first quarter of 2009.  NU’s wholesale marketing business continues to wind down, with the last contracts ending in 2013.

Parent and other affiliates

NU parent and other companies recorded net expenses of $4.1 million in the first quarter of 2010, compared with net expenses of $2.7 million in the first quarter of 2009.  First quarter 2010 results included a charge of $0.6 million related to the new health care legislation.

The following table reconciles 2010 and 2009 first-quarter results:  

		First Quarter
2009	Reported EPS	$0.60
	Higher transmission earnings in 2010	$0.02
	Lower regulated distribution and generation earnings in 2010	($0.06)
	Lower competitive business earnings in 2010	($0.03)
	Dilutive impact of 2009 share issuance	($0.04)
2010	Reported EPS	$0.49

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Financial results for the first quarters of 2010 and 2009 for NU’s regulated and competitive segments and parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2010	March 31, 2009	Increase   (Decrease)	2010 EPS 1
CL&P Distribution	$14.3	$21.6	($7.3)	$0.08
PSNH Distribution/Generation	$11.1	$13.5	($2.4)	$0.06
WMECO Distribution	$2.9	$4.8	($1.9)	$0.02
Yankee Gas	$19.6	$19.3	$0.3	$0.11
Total--Distribution/Generation	$47.9	$59.2	($11.3)	$0.27
CL&P Transmission	$32.7	$30.1	$2.6	$0.19
PSNH Transmission	$4.7	$4.0	$0.7	$0.03
WMECO Transmission	$2.7	$1.3	$1.4	$0.01
Total—Transmission	$40.1	$35.4	$4.7	$0.23
Total—Competitive	$2.3	$5.8	($3.5)	$0.01
NU Parent and Other Companies	($4.1)	($2.7)	($1.4)	($0.02)
Reported Earnings	$86.2	$97.7	($11.5)	$0.49

Retail sales data:

Gwh for three months ended	March 31, 2010	March 31, 2009	% Change    Actual	% Change Weather Norm.
CL&P	5,591	5,880	-4.9%	-2.3%
PSNH	1,932	2,040	-5.3%	-3.0%
WMECO	930	972	-4.4%	-2.3%
Total NU	8,448	8,888	-4.9%	-2.5%
Yankee Gas firm volumes in mmcf for three months ended	16,443	17,034	-3.5%	6.4%

NU has approximately 176 million common shares outstanding.  It operates New England’s largest energy delivery system, serving more than 2 million customers in Connecticut, New Hampshire and Massachusetts.

This news release includes 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, readers 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 involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements.  Factors that may cause actual results to differ materially from those included in the forwa rd-looking statements include, but are 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 NU’s products and services; changes in weather patterns; changes in laws, regulations or regulatory policy; changes in levels or timing of capital expenditures; disruptions in the capital markets or other events that make NU’s 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 NUEI’s remaining competitive electricity positions; actions of rating agencies; and other presently unknown or unforeseen factors. Other risk factors are

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detailed from time to time in NU’s reports filed with the Securities and Exchange Commission.  Any forward-looking statement speaks only as of the date on which such statement is made, and NU undertakes 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.

¹ All per share amounts in this news release are reported on a fully diluted basis.  The only common equity securities that are publicly traded are common shares of NU parent.  The earnings and EPS of each business do not represent a direct legal interest in the assets and liabilities allocated to such business, but rather represent a direct interest in NU's assets and liabilities as a whole.  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 fully 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.  Management believes that this measurement is useful to investors to evaluate the actual and projecte d 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.

# # # #

Note:  NU will webcast a discussion concerning its first quarter 2010 results tomorrow, May 6,

2010, at 1 p.m. Eastern Daylight Time.  The webcast can be accessed through NU’s website at www.nu.com.

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EX-99

Exhibit 99.2

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		March 31,		December 31,
(Thousands of Dollars)		2010		2009
ASSETS
Current Assets:
Cash and Cash Equivalents	$	30,012	$	26,952
Receivables, Net		570,870		512,770
Unbilled Revenues		161,872		229,326
Fuel, Materials and Supplies		229,837		277,085
Marketable Securities		81,960		66,236
Derivative Assets		17,379		31,785
Prepayments and Other Current Assets		151,641		123,700
Total Current Assets		1,243,571		1,267,854
Property, Plant and Equipment, Net		8,957,713		8,839,965
Deferred Debits and Other Assets:
Regulatory Assets		3,207,971		3,244,931
Goodwill		287,591		287,591
Marketable Securities		41,763		54,905
Derivative Assets		153,651		189,751
Other Long-Term Assets		213,186		172,682
Total Deferred Debits and Other Assets		3,904,162		3,949,860
Total Assets	$	14,105,446	$	14,057,679
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities .

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		March 31,		December 31,
(Thousands of Dollars)		2010		2009
LIABILITIES & CAPITALIZATION
Current Liabilities:
Notes Payable to Banks	$	100,313	$	100,313
Long-Term Debt - Current Portion		66,286		66,286
Accounts Payable		385,181		457,582
Accrued Taxes		64,236		50,246
Accrued Interest		92,879		83,763
Derivative Liabilities		44,208		37,617
Other Current Liabilities		166,138		183,605
Total Current Liabilities		919,241		979,412
Rate Reduction Bonds		375,866		442,436
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes		1,450,931		1,380,143
Accumulated Deferred Investment Tax Credits		21,466		22,145
Regulatory Liabilities		426,687		485,706
Derivative Liabilities		972,041		955,646
Accrued Pension		786,195		781,431
Other Long-Term Liabilities		822,759		823,723
Total Deferred Credits and Other Liabilities		4,480,079		4,448,794
Capitalization:
Long-Term Debt		4,588,862		4,492,935
Noncontrolling Interest in Consolidated Subsidiary:
Preferred Stock Not Subject to Mandatory Redemption		116,200		116,200
Common Shareholders' Equity:
Common Shares		978,381		977,276
Capital Surplus, Paid In		1,763,894		1,762,097
Deferred Contribution Plan		(67)		(2,944)
Retained Earnings		1,287,271		1,246,543
Accumulated Other Comprehensive Loss		(42,740)		(43,467)
Treasury Stock		(361,541)		(361,603)
Common Shareholders' Equity		3,625,198		3,577,902
Total Capitalization		8,330,260		8,187,037
Total Liabilities and Capitalization	$	14,105,446	$	14,057,679
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities .

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
		Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)		2010		2009
Operating Revenues	$	1,339,420	$	1,593,483
Operating Expenses:
Fuel, Purchased and Net Interchange Power		603,349		838,920
Other Operating Expenses		248,273		247,445
Maintenance		45,637		48,836
Depreciation		78,656		76,983
Amortization of Regulatory (Liabilities)/Assets, Net		(8,327)		21,691
Amortization of Rate Reduction Bonds		59,570		55,897
Taxes Other than Income Taxes		85,599		86,429
Total Operating Expenses		1,112,757		1,376,201
Operating Income		226,663		217,282
Interest Expense:
Interest on Long-Term Debt		57,270		55,684
Interest on Rate Reduction Bonds		6,690		10,625
Other Interest		3,302		4,668
Interest Expense		67,262		70,977
Other Income, Net		8,057		4,182
Income Before Income Tax Expense		167,458		150,487
Income Tax Expense		79,857		51,423
Net Income		87,601		99,064
Net Income Attributable to Noncontrolling Interests:
Preferred Dividends of Subsidiary		1,390		1,390
Net Income Attributable to Controlling Interests	$	86,211	$	97,674
Basic and Fully Diluted Earnings Per Common Share	$	0.49	$	0.60
Dividends Declared Per Common Share	$	0.26	$	0.24
Weighted Average Common Shares Outstanding:
Basic		176,349,762		162,340,475
Fully Diluted		176,537,472		162,925,167
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities .

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		Three Months Ended March 31,
(Thousands of Dollars)		2010		2009
Operating Activities:
Net Income	$	87,601	$	99,064
Adjustments to Reconcile Net Income to Net Cash Flows
Provided by Operating Activities:
Bad Debt Expense		9,556		9,507
Depreciation		78,656		76,983
Deferred Income Taxes		33,248		17,178
Pension and PBOP Expense, Net of Capitalized Portion and PBOP Contributions		23,331		6,703
Regulatory Overrecoveries/(Underrecoveries), Net		6,066		(14,694)
Amortization of Regulatory (Liabilities)/Assets, Net		(8,327)		21,691
Amortization of Rate Reduction Bonds		59,570		55,897
Deferred Contractual Obligations		(6,274)		(8,666)
Derivative Assets and Liabilities		(2,594)		(14,769)
Other		(35,160)		(3,450)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net		(7,258)		10,483
Fuel, Materials and Supplies		48,431		51,171
Taxes Receivable/Accrued		4,639		43,270
Other Current Assets		(279)		(1,541)
Accounts Payable		(46,188)		(174,497)
Counterparty Deposits and Margin Special Deposits		(12,946)		(10,582)
Other Current Liabilities		(6,369)		(23,795)
Net Cash Flows Provided by Operating Activities		225,703		139,953
Investing Activities:
Investments in Property and Plant		(202,487)		(208,896)
Proceeds from Sales of Marketable Securities		21,331		52,933
Purchases of Marketable Securities		(21,825)		(54,557)
Rate Reduction Bond Escrow and Other Deposits		(322)		(1,480)
Other Investing Activities		(156)		2,853
Net Cash Flows Used in Investing Activities		(203,459)		(209,147)
Financing Activities:
Issuance of Common Shares		-		387,350
Cash Dividends on Common Shares		(45,088)		(37,207)
Cash Dividends on Preferred Stock		(1,390)		(1,390)
Decrease in Short-Term Debt		-		(124,909)
Issuance of Long-Term Debt		95,000		250,000
Retirements of Rate Reduction Bonds		(66,569)		(62,451)
Financing Fees		(1,124)		(15,205)
Other Financing Activities		(13)		18
Net Cash Flows (Used In)/Provided by Financing Activities		(19,184)		396,206
Net Increase in Cash and Cash Equivalents		3,060		327,012
Cash and Cash Equivalents - Beginning of Period		26,952		89,816
Cash and Cash Equivalents - End of Period	$	30,012	$	416,828
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities .