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 4, 2011

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 November 4, 2011, Northeast Utilities (NU) issued a news release announcing the unaudited results of operations for the third quarter and first nine months of 2011 and providing related financial information for certain of its subsidiaries for the same periods.  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 NU, 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 7 – Regulation FD

Item 7.01

Regulation FD Disclosure

On November 7, 2011, NU will participate in the Edison Electric Institute Financial Conference and will give a joint presentation with NSTAR. Attached as Exhibit 99.3 and incorporated herein by reference, are the presentation slides to be used by NU and NSTAR at the conference, which will be simultaneously webcast to the public.

The information contained in this Item 7.01, including Exhibit 99.3, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference into any registration statement filed by NU, 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 November 4, 2011
Exhibit 99.2	Financial Report for the three and nine month periods ended September 30, 2011
Exhibit 99.3	Slide presentation dated November 7, 2011 for presentation at the Edison Electric Institute Financial Conference.

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:  November 4, 2011

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

News Release

CONTACT:

Jeffrey R. Kotkin

OFFICE:

(860) 728-4650

NU REPORTS THIRD QUARTER RESULTS

HARTFORD, Connecticut, November 4, 2011 – Northeast Utilities (NYSE: NU) today reported earnings of $90 million, or $0.51 per share, in the third quarter of 2011, down from $100.5 million, or $0.57 per share, earned in the third quarter of 2010.  Third quarter results for 2011 reflect after-tax expenses of $0.6 million associated with NU’s pending merger with NSTAR.  Excluding those expenses, NU earned $90.6 million, or $0.51 per share¹, in the third quarter of 2011.

NU attributed the lower operating results in the third quarter of 2011 to several factors, including a 2.1 percent decline in retail electric sales compared with the third quarter of 2010, which resulted from milder weather in the third quarter of 2011 and the impact of Tropical Storm Irene.  Lower results also reflect higher pension and other employee benefit costs in the third quarter of 2011, as well as a higher effective tax rate in the third quarter of 2011, compared with the third quarter of 2010.  

Transmission

NU’s transmission segment earned $41.5 million in the third quarter of 2011, compared with

$45.2 million in the third quarter of 2010.  Lower third quarter 2011 earnings primarily reflect a higher effective tax rate and certain higher employee benefit costs, partially offset by a higher transmission rate base.  

Distribution and Generation

NU’s distribution and generation segment earned $55 million in the third quarter of 2011, compared with $55.7 million in the third quarter of 2010.  The Connecticut Light and Power Company’s (CL&P) distribution segment earned $34.6 million in the third quarter of 2011, compared with $31.5 million in the third quarter of 2010.  Public Service Company of New Hampshire’s (PSNH) distribution and generation segment earned $20.6 million in the third quarter of 2011, compared with $23.4 million in the third quarter of 2010.

Western Massachusetts Electric Company’s (WMECO) distribution and generation segment earned $2.8 million in the third quarter of 2011, compared with $3.7 million in the third quarter of 2010.  Lower third quarter 2011 results were due to a $3.2 million non-recurring charge to establish a billing adjustment reserve, as well as higher depreciation expense.  

Yankee Gas Services Company lost $3 million in the third quarter of 2011, compared with a loss of $2.9 million in the third quarter of 2010.  On a weather-adjusted basis, Yankee Gas’ firm natural gas sales in 2011 were up 5.2 percent in the third quarter, compared with the same period of 2010.  The sales increases were due in large part to more conversions by commercial and industrial customers from interruptible to firm service and increased use of distributed generation fueled by natural gas.

- more -

NU parent and other companies 

NU parent and other companies had net after-tax expenses of $6.5 million in the third quarter of 2011, compared with after-tax expenses of $0.4 million in the third quarter of 2010.  Third quarter 2011 results include $0.6 million of after-tax expenses related to NU’s pending merger with NSTAR.  Excluding merger expenses, NU parent and other companies recorded net expenses of $5.9 million in the third quarter of 2011.  No merger expenses were recorded in the third quarter of 2010.  

2011 earnings guidance

NU today reiterated its 2011 stand-alone full-year consolidated earnings guidance of between $2.30 per share¹ and $2.40 per share¹, excluding projected after-tax expenses of approximately $0.20 per share related to the NSTAR merger.  Including the merger expenses, NU projects earnings of between $2.10 per share and $2.20 per share.  Those estimates reflect distribution and generation segment earnings guidance of between $1.30 per share¹ and $1.35 per share¹, transmission segment earnings guidance of between $1.05 per share¹ and $1.10 per share¹, and NU parent and other companies net expenses of $0.05 per share¹, excluding merger expenses.

The following table reconciles 2011 and 2010 third-quarter results.

		Third Quarter
2010	Reported EPS	$0.57
	Change in transmission earnings in 2011	($0.03)
	Change in distribution and generation earnings in 2011	---
	Change in Parent/Other results in 2011, excluding merger expenses	($0.03)
	Merger expenses	---
2011	Reported EPS	$0.51

Financial results for the third quarter and first nine months of 2011 and 2010 are noted below:

Three months ended:

(in millions, except EPS)	September 30, 2011	September 30, 2010	Increase/ (Decrease)	2011 EPS1
CL&P Distribution	$34.6	$31.5	$3.1	$0.19
PSNH Distribution/Generation	$20.6	$23.4	($2.8)	$0.12
WMECO Distribution/Generation	$2.8	$3.7	($0.9)	$0.02
Yankee Gas	($3.0)	($2.9)	($0.1)	($0.02)
Total—Distribution/Generation	$55.0	$55.7	($0.7)	$0.31
CL&P Transmission	$30.5	$36.1	($5.6)	$0.17
PSNH Transmission	$5.1	$5.3	($0.2)	$0.03
WMECO Transmission	$5.6	$3.7	$1.9	$0.03
NU Transmission Ventures	$0.3	$0.1	$0.2	---
Total—Transmission	$41.5	$45.2	($3.7)	$0.23
Total—Regulated	$96.5	$100.9	($4.4)	$0.54
NU Parent and Other Companies, excluding merger expenses	($5.9)	($0.4)	($5.5)	($0.03)
Merger expenses	($0.6)	---	($0.6)	---
Reported Earnings	$90.0	$100.5	($10.5)	$0.51

- more -

Nine months ended:

(in millions, except EPS)	September 30, 2011	September 30, 2010	Increase/ (Decrease)	2011 EPS1
CL&P Distribution	$82.2	$54.2	$28.0	$0.46
PSNH Distribution/Generation	$58.1	$51.5	$6.6	$0.33
WMECO Distribution/Generation	$12.5	$8.9	$3.6	$0.07
Yankee Gas	$20.7	$16.1	$4.6	$0.12
Total—Distribution/Generation	$173.5	$130.7	$42.8	$0.98
CL&P Transmission	$97.2	$103.1	($5.9)	$0.55
PSNH Transmission	$16.6	$14.7	$1.9	$0.09
WMECO Transmission	$14.1	$9.4	$4.7	$0.08
NU Transmission Ventures	$0.5	$0.1	$0.4	---
Total—Transmission	$128.4	$127.3	$1.1	$0.72
Total—Regulated	$301.9	$258.0	$43.9	$1.70
NU Parent and Other Companies, excluding merger expenses	($10.4)	$0.7	($11.1)	($0.06)
Merger expenses	($10.1)	---	($10.1)	($0.06)
Reported Earnings	$281.4	$258.7	$22.7	$1.58

Retail sales data:

Gwh for three months ended	September 30, 2011	September 30, 2010	% Change    Actual	% Change Weather Norm.
CL&P	6,159	6,293	(2.1)	2.3
PSNH	2,091	2,147	(2.6)	2.3
WMECO	999	1,009	(1.1)	2.6
Total NU	9,246	9,444	(2.1)	2.3
Gwh for nine months ended
CL&P	17,185	17,221	(0.2)	0.4
PSNH	5,924	5,934	(0.2)	0.6
WMECO	2,817	2,818	0.0	0.5
Total NU	25,917	25,961	(0.2)	0.5
Yankee Gas firm volumes in mmcf for three months ended	6,351	6,031	5.3	5.2
Yankee Gas firm volumes in mmcf for nine months ended	34,215	29,560	15.7	6.3

NU has approximately 177 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.

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.  In addition, earnings per share excluding merger expenses is a non-GAAP measure.  Management believes that these measures 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.

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 forward-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 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 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.

# # # #

Note:  NU will webcast a discussion concerning its third quarter 2011 results and other financial topics on Monday, November 7, 2011 at 7 a.m. Eastern Time.  The webcast can be accessed through NU’s website at www.nu.com.

EX-99

EXHIBIT 99.2

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		September 30,		December 31,
(Thousands of Dollars)		2011		2010
ASSETS
Current Assets:
	Cash and Cash Equivalents	$	16,721	$	23,395
	Receivables, Net		494,552		523,644
	Unbilled Revenues		138,110		208,834
	Taxes Receivable		203		89,638
	Fuel, Materials and Supplies		237,794		244,043
	Regulatory Assets		235,460		238,699
	Marketable Securities		74,525		78,306
	Prepayments and Other Current Assets		130,010		100,441
Total Current Assets			1,327,375		1,507,000
Property, Plant and Equipment, Net			10,096,063		9,567,726
Deferred Debits and Other Assets:
	Regulatory Assets		2,706,053		2,756,580
	Goodwill		287,591		287,591
	Marketable Securities		52,181		51,201
	Derivative Assets		91,430		123,242
	Other Long-Term Assets		168,024		179,261
Total Deferred Debits and Other Assets			3,305,279		3,397,875
Total Assets		$	14,728,717	$	14,472,601
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)
		September 30,		December 31,
(Thousands of Dollars)		2011		2010
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Banks		$	30,000	$	267,000
Long-Term Debt - Current Portion			334,327		66,286
Accounts Payable			476,214		417,285
Obligations to Third Party Suppliers			77,760		74,659
Accrued Taxes			115,285		107,067
Accrued Interest			77,319		74,740
Regulatory Liabilities			174,562		99,403
Derivative Liabilities			110,653		71,501
Other Current Liabilities			139,187		167,206
Total Current Liabilities			1,535,307		1,345,147
Rate Reduction Bonds			130,374		181,572
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes			1,814,976		1,636,750
Regulatory Liabilities			276,222		339,655
Derivative Liabilities			909,252		909,668
Accrued Pension			701,993		802,195
Other Long-Term Liabilities			671,046		695,915
Total Deferred Credits and Other Liabilities			4,373,489		4,384,183
Capitalization:
Long-Term Debt			4,614,697		4,632,866
Noncontrolling Interest in Consolidated Subsidiary:
	Preferred Stock Not Subject to Mandatory Redemption		116,200		116,200
Equity:
	Common Shareholders' Equity:
	Common Shares		980,054		978,909
	Capital Surplus, Paid In		1,792,593		1,777,592
	Retained Earnings		1,587,528		1,452,777
	Accumulated Other Comprehensive Loss		(55,214)		(43,370)
	Treasury Stock		(348,764)		(354,732)
Common Shareholders' Equity			3,956,197		3,811,176
Noncontrolling Interests			2,453		1,457
Total Equity			3,958,650		3,812,633
Total Capitalization			8,689,547		8,561,699
Total Liabilities and Capitalization		$	14,728,717	$	14,472,601
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 September 30,				Nine Months Ended September 30,
(Thousands of Dollars, Except Share Information)			2011		2010		2011		2010
Operating Revenues			$	1,114,892	$	1,243,337	$	3,397,624	$	3,694,182
Operating Expenses:
	Fuel, Purchased and Net Interchange Power			399,941		494,125		1,214,350		1,539,703
	Other Operating Expenses			237,576		233,472		752,372		688,409
	Maintenance			58,949		49,951		205,538		162,405
	Depreciation			75,196		70,954		222,784		228,685
	Amortization of Regulatory Assets, Net			36,740		50,341		88,409		50,908
	Amortization of Rate Reduction Bonds			17,680		60,434		52,047		175,000
	Taxes Other Than Income Taxes			84,994		84,427		252,817		244,431
		Total Operating Expenses		911,076		1,043,704		2,788,317		3,089,541
Operating Income				203,816		199,633		609,307		604,641
Interest Expense:
	Interest on Long-Term Debt			57,461		57,802		171,905		173,594
	Interest on Rate Reduction Bonds			2,018		4,661		6,889		16,985
	Other Interest			4,453		3,435		5,922		9,778
		Interest Expense		63,932		65,898		184,716		200,357
Other Income, Net				1,430		10,118		19,077		19,726
Income Before Income Tax Expense				141,314		143,853		443,668		424,010
Income Tax Expense				49,883		41,918		157,934		161,126
Net Income				91,431		101,935		285,734		262,884
Net Income Attributable to Noncontrolling Interests				1,470		1,411		4,340		4,204
Net Income Attributable to Controlling Interests			$	89,961	$	100,524	$	281,394	$	258,680
Basic Earnings Per Common Share			$	0.51	$	0.57	$	1.59	$	1.47
Diluted Earnings Per Common Share			$	0.51	$	0.57	$	1.58	$	1.46
Dividends Declared Per Common Share			$	0.28	$	0.26	$	0.83	$	0.77
Weighted Average Common Shares Outstanding:
	Basic			177,497,862		176,752,714		177,344,481		176,557,889
	Diluted			177,835,348		177,012,278		177,647,694		176,762,088
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)
			Nine Months Ended September 30,
(Thousands of Dollars)			2011		2010
Operating Activities:
	Net Income		$	285,734	$	262,884
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		12,435		24,632
		Depreciation		222,784		228,685
		Deferred Income Taxes		133,528		105,070
		Pension and PBOP Expense		103,106		74,744
		Pension and PBOP Contributions		(159,220)		(78,035)
		Regulatory (Underrecoveries)/Overrecoveries, Net		(26,001)		44,479
		Amortization of Regulatory Assets, Net		88,409		50,908
		Amortization of Rate Reduction Bonds		52,047		175,000
		Derivative Assets and Liabilities		(33,767)		(9,228)
		Other		(14,802)		(46,190)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		61,657		20,905
		Fuel, Materials and Supplies		(4,072)		33,337
		Taxes Receivable/Accrued		109,410		(12,904)
		Accounts Payable		66,618		(59,601)
		Other Current Assets and Liabilities		(9,419)		28,961
Net Cash Flows Provided by Operating Activities				888,447		843,647
Investing Activities:
	Investments in Property, Plant and Equipment			(749,060)		(677,579)
	Proceeds from Sales of Marketable Securities			116,463		146,305
	Purchases of Marketable Securities			(118,251)		(148,075)
	Proceeds from Sale of Assets			46,841		-
	Other Investing Activities			(5,849)		(10,412)
Net Cash Flows Used in Investing Activities				(709,856)		(689,761)
Financing Activities:
	Cash Dividends on Common Shares			(145,865)		(135,349)
	Cash Dividends on Preferred Stock			(4,169)		(4,169)
	(Decrease)/Increase in Short-Term Debt			(237,000)		55,687
	Issuance of Long-Term Debt			382,000		145,000
	Retirements of Long-Term Debt			(124,086)		(4,286)
	Retirements of Rate Reduction Bonds			(51,198)		(195,724)
	Other Financing Activities			(4,947)		(818)
Net Cash Flows Used in Financing Activities				(185,265)		(139,659)
Net (Decrease)/Increase in Cash and Cash Equivalents				(6,674)		14,227
Cash and Cash Equivalents - Beginning of Period				23,395		26,952
Cash and Cash Equivalents - End of Period			$	16,721	$	41,179
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.

EX-99