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, 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 May 5, 2011, Northeast Utilities issued a news release announcing the unaudited results of operations for the first quarter of 2011 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, 2011
Exhibit 99.2	Financial Report (Income and Cash Flow Statements) for the three-month period ended March 31, 2011

[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, 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 FIRST QUARTER RESULTS

HARTFORD, Connecticut, May 5, 2011 – Northeast Utilities (NYSE: NU) today reported first quarter 2011 earnings of $114.2 million, or $0.64 per share, compared with earnings of $86.2 million, or $0.49 per share, in the first quarter of 2010.  Those results include an after-tax charge of $8.3 million, or $0.05 per share, in 2011 related to NU’s pending merger with NSTAR.  Excluding that charge, NU earned $122.5 million, or $0.69 per share, in the first quarter of 2011.  First quarter results in 2010 included a $3 million after-tax charge related to the passage of national health legislation.

Charles W. Shivery, NU chairman, president, and chief executive officer, attributed the improved results to much colder weather in the first quarter of 2011, compared with the first quarter of 2010, a continued focus on cost control, progress building the infrastructure needed to serve New England’s energy customers, and the effect of electric distribution rate decisions received over the past 12 months.  

2011 earnings guidance

NU also today affirmed its 2011 stand-alone consolidated earnings guidance of between $2.25 per share and $2.40 per share, excluding projected after-tax expenses related to the NSTAR merger of approximately $0.20 per share.  Including the merger expenses, NU now projects earnings of between $2.05 per share and $2.20 per share.  That estimate includes distribution and generation segment earnings of between $1.25 per share and $1.35 per share¹ and transmission segment earnings of between $1.05 per share and $1.10 per share¹.  It also reflects parent and other company net expenses of $0.05 per share¹, excluding merger expenses.

Transmission results

NU’s transmission earnings in the first quarter of 2011 were $44.7 million, or $0.25 per share¹, compared with earnings of $40.1 million, or $0.23 per share¹, in the first quarter of 2010.  The improved results primarily reflected a higher level of transmission investment.  

Distribution and generation results

The Connecticut Light and Power Company’s (CL&P) distribution earnings were $28.5 million in the first quarter of 2011, compared with $14.3 million in the first quarter of 2010.  Improved results reflect the impact of a distribution rate decision effective in mid-2010, a 3.3 percent increase in retail sales, and lower uncollectible expense, partially offset by higher pension, health care and other operating costs.

Public Service Company of New Hampshire’s (PSNH) distribution and generation earnings were $21.5 million in the first quarter of 2011, compared with $11.1 million in the first quarter of 2010.  PSNH’s results benefited from a distribution rate decision that took effect in mid-2010 and higher retail sales due primarily to colder weather, partially offset by higher pension and health care costs.

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Western Massachusetts Electric Company’s (WMECO) distribution and generation earnings were $5.7 million in the first quarter of 2011, compared with $2.9 million in the first quarter of 2010.  WMECO’s results benefited from higher retail sales and a distribution rate decision that took effect February 1, 2011, partially offset by higher operating expense.

Overall, NU’s retail electric sales were up 3.0 percent in the first quarter of 2011, compared with the first quarter of 2010.  They were down 0.2 percent on a weather-adjusted basis.

Yankee Gas Services Company earned $22.5 million in the first quarter of 2011, compared with $19.6 million in the first quarter of 2010.  Higher sales were partially offset by higher pension, health care and other operating expenses.  First quarter firm natural gas sales were up 16.9 percent in 2011, compared with the first quarter of 2010.  They rose 3.2 percent on a weather-adjusted basis.

Parent and other affiliates

NU parent and other companies recorded a loss of $8.7 million, including the $8.3 million of after-tax merger-related expenses, in the first quarter of 2011.  In the first quarter of 2010, NU parent and other companies, including NU’s competitive businesses, recorded a loss of $1.8 million.

The following table reconciles 2011 and 2010 first-quarter results:  

		First Quarter
2010	Reported EPS	$0.49
	Higher transmission earnings in 2011	$0.02
	Higher distribution and generation earnings in 2011	$0.17
	Lower parent and other company expenses in 2011, excluding impact of merger	$0.01
	Expenses related to merger with NSTAR	($0.05)
2011	Reported EPS	$0.64

Financial results for the first quarters of 2011 and 2010 for NU’s business segments and parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2011	March 31, 2010	Increase   (Decrease)	2011 EPS1
CL&P Distribution	$28.5	$14.3	$14.2	$0.16
PSNH Distribution/Generation	$21.5	$11.1	$10.4	$0.12
WMECO Distribution	$5.7	$2.9	$2.8	$0.03
Yankee Gas	$22.5	$19.6	$2.9	$0.13
Total--Distribution/Generation	$78.2	$47.9	$30.3	$0.44
CL&P Transmission	$34.4	$32.7	$1.7	$0.20
PSNH Transmission	$6.0	$4.7	$1.3	$0.03
WMECO Transmission	$4.2	$2.7	$1.5	$0.02
NU Transmission Ventures	$0.1	---	$0.1	---
Total—Transmission	$44.7	$40.1	$4.6	$0.25
NU Parent and Other Companies, excluding merger expenses	($0.4)	($1.8)	$1.4	---
Merger expenses	($8.3)	---	($8.3)	($0.05)
Reported Earnings	$114.2	$86.2	$28.0	$0.64

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Retail sales data:

Gwh for three months ended	March 31, 2011	March 31, 2010	% Change    Actual	% Change Weather Norm.
CL&P	5,776	5,591	3.3	(0.4)
PSNH	1,984	1,932	2.7	0.4
WMECO	948	930	2.0	(0.6)
Total NU	8,705	8,448	3.0	(0.2)
Yankee Gas firm volumes in mmcf for three months ended	19,384	16,589	16.9	3.2

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.  Management believes that this measurement is 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 first quarter 2011 results tomorrow, May 6, 2011, at 1 p.m. Eastern Daylight Time.  The webcast can be accessed through NU’s website at www.nu.com.

3

EX-99

Exhibit 99.2

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)		2011		2010
Operating Revenues	$	1,235,251	$	1,339,420
Operating Expenses:
Fuel, Purchased and Net Interchange Power		474,109		603,349
Other Operating Expenses		251,978		248,273
Maintenance		67,764		45,637
Depreciation		73,951		78,656
Amortization of Regulatory Assets/(Liabilities), Net		34,407		(8,327)
Amortization of Rate Reduction Bonds		17,282		59,570
Taxes Other Than Income Taxes		88,403		85,599
Total Operating Expenses		1,007,894		1,112,757
Operating Income		227,357		226,663
Interest Expense:
Interest on Long-Term Debt		57,399		57,270
Interest on Rate Reduction Bonds		2,578		6,690
Other Interest		(1,428)		3,302
Interest Expense		58,549		67,262
Other Income, Net		10,313		8,057
Income Before Income Tax Expense		179,121		167,458
Income Tax Expense		63,537		79,857
Net Income		115,584		87,601
Net Income Attributable to Noncontrolling Interests		1,429		1,390
Net Income Attributable to Controlling Interests	$	114,155	$	86,211
Basic and Diluted Earnings Per Common Share	$	0.64	$	0.49
Dividends Declared Per Common Share	$	0.28	$	0.26
Weighted Average Common Shares Outstanding:
Basic		177,188,207		176,349,762
Diluted		177,480,996		176,537,472
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)		2011		2010
Operating Activities:
Net Income	$	115,584	$	87,601
Adjustments to Reconcile Net Income to Net Cash Flows
Provided by Operating Activities:
Bad Debt Expense		4,947		9,556
Depreciation		73,951		78,656
Deferred Income Taxes		52,429		33,248
Pension and PBOP Expense, Net of PBOP Contributions		28,231		23,331
Regulatory Overrecoveries, Net		44,420		6,066
Amortization of Regulatory Assets/(Liabilities), Net		34,407		(8,327)
Amortization of Rate Reduction Bonds		17,282		59,570
Derivative Assets and Liabilities		(3,651)		(2,594)
Other		(1,776)		(41,434)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net		8,199		(7,258)
Fuel, Materials and Supplies		42,990		48,431
Taxes Receivable/Accrued		18,312		4,639
Accounts Payable		(29,278)		(46,188)
Other Current Assets and Liabilities		(33,281)		(19,594)
Net Cash Flows Provided by Operating Activities		372,766		225,703
Investing Activities:
Investments in Property, Plant and Equipment		(236,689)		(202,487)
Proceeds from Sales of Marketable Securities		38,646		21,331
Purchases of Marketable Securities		(39,230)		(21,825)
Other Investing Activities		328		(478)
Net Cash Flows Used in Investing Activities		(236,945)		(203,459)
Financing Activities:
Cash Dividends on Common Shares		(48,588)		(45,088)
Cash Dividends on Preferred Stock		(1,390)		(1,390)
Decrease in Short-Term Debt		(78,000)		-
Issuance of Long-Term Debt		-		95,000
Retirements of Rate Reduction Bonds		(16,868)		(66,569)
Other Financing Activities		989		(1,137)
Net Cash Flows Used in Financing Activities		(143,857)		(19,184)
Net (Decrease)/Increase in Cash and Cash Equivalents		(8,036)		3,060
Cash and Cash Equivalents - Beginning of Period		23,395		26,952
Cash and Cash Equivalents - End of Period	$	15,359	$	30,012
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.