0001193125-11-332446.txt : 20111207 0001193125-11-332446.hdr.sgml : 20111207 20111206205034 ACCESSION NUMBER: 0001193125-11-332446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111129 ITEM INFORMATION: Other Events FILED AS OF DATE: 20111207 DATE AS OF CHANGE: 20111206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTICUT LIGHT & POWER CO CENTRAL INDEX KEY: 0000023426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 060303850 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00404 FILM NUMBER: 111246976 BUSINESS ADDRESS: STREET 1: SELDEN STREET CITY: BERLIN STATE: CT ZIP: 06037-1616 BUSINESS PHONE: (860)665-5000 MAIL ADDRESS: STREET 1: 107 SELDEN STREET CITY: BERLIN STATE: CT ZIP: 06037 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 111246974 BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: BUILDING 111-4 CITY: SPRINGFIELD STATE: MA ZIP: 01105 BUSINESS PHONE: 8606655000 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 FORMER COMPANY: FORMER CONFORMED NAME: NORTHEAST UTILITIES SYSTEM DATE OF NAME CHANGE: 19961121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN MASSACHUSETTS ELECTRIC CO CENTRAL INDEX KEY: 0000106170 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041961130 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07624 FILM NUMBER: 111246977 BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: BUILDING 111-4 CITY: SPRINGFIELD STATE: MA ZIP: 01105 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDEN ST CITY: BERLIN STATE: CT ZIP: 06037-1616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF NEW HAMPSHIRE CENTRAL INDEX KEY: 0000315256 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 020181050 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06392 FILM NUMBER: 111246975 BUSINESS ADDRESS: STREET 1: 780 N. COMMERCIAL STREET CITY: MANCHESTER STATE: NH ZIP: 03105-0330 BUSINESS PHONE: 6036694000 MAIL ADDRESS: STREET 1: 780 N. COMMERCIAL STREET CITY: MANCHESTER STATE: NH ZIP: 03105-0330 8-K 1 d266525d8k.htm FORM 8-K Form 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 29, 2011

 

 

 

Commission

File Number

   

Registrant; State of Incorporation

Address; and Telephone Number

   

I.R.S. Employer

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:

 

x 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 8 Other Events

 

Item 8.01 Other Events.

October 2011 Snowstorm

On November 29, 2011, Northeast Utilities (NU) announced that it would establish a fund of up to $30 million to assist residential customers of its wholly-owned subsidiary The Connecticut Light and Power Company (CL&P) who were without power after noon on Saturday, November 5, as a result of the unprecedented snowstorm of October 29-30, 2011, and to provide contributions to certain charitable organizations in the state of Connecticut. At peak, approximately 830,000 of CL&P’s 1.2 million customers were without power. The fund will be available to provide a one-time credit on the bills of an estimated 200,000 eligible CL&P customers in the first quarter of 2012. CL&P expects to record a non-recurring after-tax charge of approximately $18 million ($0.10 per NU share) associated with the fund in the fourth quarter of 2011, which will not be recovered in CL&P rates.

The fourth quarter 2011 earnings of CL&P and NU’s other wholly owned subsidiaries, Public Service Company of New Hampshire (PSNH) and Western Massachusetts Electric Company (WMECO), are not expected, either individually or in the aggregate, to be materially affected as a result of the storm except for the non-recurring charge at CL&P noted above. At peak, approximately 230,000 PSNH customers and 140,000 WMECO customers were without power due to the storm.

Restoration costs related to the storm are depicted in the table below and consist of those costs that are expected to be deferred for future review by regulators under each of the electric companies’ storm recovery mechanisms and those expected to be recorded as a capitalized cost. These costs, by company, are expected to be recorded as either regulatory or fixed assets in the fourth quarter of 2011.

 

     Costs Expected to
be Deferred for
Future Review		      Capitalized
Costs		      Total
Storm Costs		  
     (in thousands)  

CL&P

    $ 144,000       $ 18,800       $ 162,800   

PSNH

      14,250         1,900         16,150   

WMECO

      20,400         3,100         23,500   
  

 

 

     

 

 

     

 

 

  

Total NU

    $ 178,650       $ 23,800       $ 202,450   
  

 

 

     

 

 

     

 

 

  

NU believes that each of CL&P, PSNH and WMECO incurred all of their respective costs in a prudent manner.

 

1

Timing of Pending Merger with NSTAR

NU and NSTAR (NYSE: NST) have received all regulatory approvals for their pending merger except those from the Massachusetts Department of Public Utilities (DPU) and the Nuclear Regulatory Commission (NRC). NU expects the NRC consent will be received by the end of 2011. Oral arguments on the Massachusetts Department of Energy Resources’ (DOER) request for a stay of the merger proceedings before the DPU have been postponed while NU, NSTAR and the other parties narrow and discuss the issues presented by the DOER’s motion. We now expect that the merger will be consummated in early 2012.

2011 Projected Earnings

NU is maintaining its 2011 stand-alone full-year consolidated recurring earnings guidance of between $2.30 per share and $2.40 per share, which excludes expenses related to the NSTAR merger and the $30 million storm fund. Including the merger expenses and the storm fund costs, NU still projects earnings of between $2.10 per share and $2.20 per share.

Given the expectation the merger will close in early 2012, certain merger expenses due at closing are now expected to be paid in 2012. As a result, management now estimates that merger expenses for the full year 2011 will result in a charge of approximately $0.10 per share instead of the previous estimate of $0.20 per share. The projected reduction in merger expenses in 2011 is offset by the costs of approximately $0.10 per share associated with the storm fund described above.

The following is a summary of our projected 2011 consolidated diluted earnings per share (EPS), which also reconciles consolidated diluted EPS to the non-generally accepted accounting principles (non-GAAP) financial measure of EPS by business. Non-GAAP EPS by business excludes approximately a $0.10 per share charge related to projected non-recurring merger costs and a $0.10 per share charge related to the $30 million storm fund.

 

     Projected 2011 EPS Range  
     Low     High  

Diluted EPS (GAAP)

    $ 2.10      $ 2.20   
  

 

 

    

 

 

  

Regulated Companies:

     

Distribution Segment-excl. storm fund

    $ 1.30      $ 1.35   

Transmission Segment

      1.05        1.10   
  

 

 

    

 

 

  

Total Regulated Companies

      2.35        2.45   

NU Parent and Other Companies-excl. merger costs

      (0.05 )      (0.05 ) 
  

 

 

    

 

 

  

Non-GAAP EPS

    $ 2.30      $ 2.40   
  

 

 

    

 

 

  

Merger-Related Costs

      (0.10 )      (0.10 ) 

CL&P storm-fund costs

      (0.10 )      (0.10 ) 
  

 

 

    

 

 

  

Diluted EPS (GAAP)

    $ 2.10      $ 2.20   
  

 

 

    

 

 

  

For further information concerning these matters, reference is made to Management’s Discussion and Analysis of Financial Condition and Results of Operation in NU’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

 

2

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: December 6, 2011

 

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