Edgar Filing: CONNECTICUT LIGHT & POWER CO

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Quarterly Period Ended March 31, 2012
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ____________


Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	I.R.S. Employer Identification No.

1-5324	NORTHEAST UTILITIES (a Massachusetts voluntary association) One Federal Street Building 111-4 Springfield, Massachusetts 01105 Telephone: (413) 785-5871	04-2147929

0-00404	THE CONNECTICUT LIGHT AND POWER COMPANY (a Connecticut corporation) 107 Selden Street Berlin, Connecticut 06037-1616 Telephone: (860) 665-5000	06-0303850

1-6392	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (a New Hampshire corporation) Energy Park 780 North Commercial Street Manchester, New Hampshire 03101-1134 Telephone: (603) 669-4000	02-0181050

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

______________________________________________________________________

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.


	Yes	No

	ü

Indicate by check mark whether the registrants have submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


	Yes	No

	ü

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


	Large Accelerated Filer	Accelerated Filer	Non-accelerated Filer

Northeast Utilities	ü
The Connecticut Light and Power Company			ü
Public Service Company of New Hampshire			ü
Western Massachusetts Electric Company			ü

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):


	Yes	No

Northeast Utilities		ü
The Connecticut Light and Power Company		ü
Public Service Company of New Hampshire		ü
Western Massachusetts Electric Company		ü

Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date:


Company - Class of Stock	Outstanding as of April 30, 2012
Northeast Utilities Common shares, $5.00 par value	313,604,078 shares

The Connecticut Light and Power Company Common stock, $10.00 par value	6,035,205 shares

Public Service Company of New Hampshire Common stock, $1.00 par value	301 shares

Western Massachusetts Electric Company Common stock, $25.00 par value	434,653 shares

Northeast Utilities holds all of the 6,035,205 shares, 301 shares, and 434,653 shares of the outstanding common stock of The Connecticut Light and Power Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company, respectively.

Public Service Company of New Hampshire and Western Massachusetts Electric Company each meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q, and each is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.

GLOSSARY OF TERMS



The following is a glossary of abbreviations or acronyms that are found in this report.

CURRENT OR FORMER NU COMPANIES, SEGMENTS OR INVESTMENTS:
CL&P	The Connecticut Light and Power Company
HWP	HWP Company, formerly the Holyoke Water Power Company
NGS	Northeast Generation Services Company and subsidiaries
NSTAR LLC	NSTAR (Holding company)
NSTAR Electric	NSTAR Electric Company
NSTAR Gas	NSTAR Gas Company
NPT	Northern Pass Transmission LLC
NUTV	NU Transmission Ventures, Inc., the parent company of NPT and Renewable Properties, Inc.
NU or the Company	Northeast Utilities and subsidiaries
NU Enterprises	NU Enterprises, Inc., the parent company of Select Energy, NGS, NGS Mechanical, Select Energy Contracting, Inc. and E.S. Boulos Company
NUSCO	Northeast Utilities Service Company
NU parent and other companies	NU parent and other companies is comprised of NU parent, NUSCO and other subsidiaries, including HWP, RRR (a real estate subsidiary), and the non-energy-related subsidiaries of Yankee (Yankee Energy Services Company, and Yankee Energy Financial Services Company)
PSNH	Public Service Company of New Hampshire
Regulated companies	NU's Regulated companies, comprised of the electric distribution and transmission segments of CL&P, PSNH and WMECO, the generation activities of PSNH and WMECO, Yankee Gas, a natural gas local distribution company, and NPT
RRR	The Rocky River Realty Company
Select Energy	Select Energy, Inc.
WMECO	Western Massachusetts Electric Company
Yankee	Yankee Energy System, Inc.
Yankee Gas	Yankee Gas Services Company

REGULATORS:
DEEP	Connecticut Department of Energy and Environmental Protection
DOE	U.S. Department of Energy
DPU	Massachusetts Department of Public Utilities
EPA	U.S. Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
MA DEP	Massachusetts Department of Environmental Protection
NHPUC	New Hampshire Public Utilities Commission
PURA	Connecticut Public Utilities Regulatory Authority
SEC	Securities and Exchange Commission

OTHER:
2011 Form 10-K	The Northeast Utilities and Subsidiaries 2011 combined Annual Report on Form 10-K as filed with the SEC
AOCI	Accumulated Other Comprehensive Income/(Loss)
AFUDC	Allowance For Funds Used During Construction
C&LM	Conservation and Load Management
CfD	Contract for Differences
Clean Air Project	The construction of a wet flue gas desulphurization system, known as “scrubber technology,” to reduce mercury emissions of the Merrimack coal-fired generation station in Bow, New Hampshire
CTA	Competitive Transition Assessment
CWIP	Construction work in progress
DOER	Massachusetts Department of Energy Resources
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
ES	Default Energy Service
Fitch	Fitch Ratings
FMCC	Federally Mandated Congestion Charge
FTR	Financial Transmission Rights
GAAP	Accounting principles generally accepted in the United States of America
GSC	Generation Service Charge
GSRP	Greater Springfield Reliability Project
GWh	Giga-watt Hours
HG&E	Holyoke Gas and Electric, a municipal department of the town of Holyoke, MA


HQ	Hydro-Québec, a corporation wholly owned by the Québec government, including its divisions that produce, transmit and distribute electricity in Québec, Canada
HVDC	High voltage direct current
Hydro Renewable Energy	Hydro Renewable Energy, Inc., a wholly owned subsidiary of Hydro-Québec
ISO-NE	ISO New England, Inc., the New England Independent System Operator
ISO-NE Tariff	ISO-NE FERC Transmission, Markets and Services Tariff
KV	Kilovolt
LOC	Letter of Credit
LRS	Supplier of last resort service
MGP	Manufactured Gas Plant
Moody's	Moody's Investors Services, Inc.
MW	Megawatt
MWh	Megawatt-Hours
NEEWS	New England East-West Solution
Northern Pass	The high voltage direct current transmission line project from Canada into New Hampshire
NPDES	National Pollutant Discharge Elimination System
NU Money Pool	Northeast Utilities Money Pool
NU supplemental benefit trust	The NU Trust Under Supplemental Executive Retirement Plan
PBOP	Postretirement Benefits Other Than Pension
PBOP Plan	Postretirement Benefits Other Than Pension Plan that provides certain retiree health care benefits, primarily medical and dental, and life insurance benefits
PCRBs	Pollution Control Revenue Bonds
Pension Plan	Single uniform noncontributory defined benefit retirement plan
PPA	Pension Protection Act
RECs	Renewable Energy Certificates
Regulatory ROE	The average cost of capital method for calculating the return on equity related to the distribution and generation business segment excluding the wholesale transmission segment
ROE	Return on Equity
RRB	Rate Reduction Bond or Rate Reduction Certificate
RSUs	Restricted share units
S&P	Standard & Poor's Financial Services LLC
SBC	Systems Benefits Charge
SCRC	Stranded Cost Recovery Charge
SERP	Supplemental Executive Retirement Plan
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company
Yankee Companies	Connecticut Yankee Atomic Power Company, Yankee Atomic Electric Company and Maine Yankee Atomic Power Company

`NORTHEAST UTILITIES AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

TABLE OF CONTENTS


	Page

PART I - FINANCIAL INFORMATION

ITEM 1 - Unaudited Condensed Consolidated Financial Statements for the Following Companies:

Northeast Utilities and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2012 and December 31, 2011	1

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2012 and 2011	3

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2012 and 2011		4

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011	5

The Connecticut Light and Power Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2012 and December 31, 2011	7

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2012 and 2011	9

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2012 and 2011	10

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011	11

Public Service Company of New Hampshire and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2012 and December 31, 2011	13

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2012 and 2011	15

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2012 and 2011	16

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011	17

Western Massachusetts Electric Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2012 and December 31, 2011	19

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2012 and 2011	21

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2012 and 2011	22

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011	23

Combined Notes to Condensed Consolidated Financial Statements	24

iii


ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for the following companies:

Northeast Utilities and Subsidiaries	44

The Connecticut Light and Power Company and Subsidiary	56

Public Service Company of New Hampshire and Subsidiaries	58

Western Massachusetts Electric Company and Subsidiary	60

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	62

ITEM 4 – Controls and Procedures	62

PART II – OTHER INFORMATION

ITEM 1 – Legal Proceedings	63

ITEM 1A – Risk Factors	63

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	63

ITEM 6 - Exhibits	64

SIGNATURES	67

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NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	283,379	$	6,559
	Receivables, Net		485,770		488,002
	Unbilled Revenues		135,887		175,207
	Fuel, Materials and Supplies		219,091		248,958
	Regulatory Assets		241,902		255,144
	Marketable Securities		62,700		70,970
	Prepayments and Other Current Assets		94,737		112,632
Total Current Assets			1,523,466		1,357,472

Property, Plant and Equipment, Net			10,613,199		10,403,065

Deferred Debits and Other Assets:
	Regulatory Assets		3,214,208		3,267,710
	Goodwill		287,591		287,591
	Marketable Securities		74,050		60,311
	Derivative Assets		94,258		98,357
	Other Long-Term Assets		171,582		172,560
Total Deferred Debits and Other Assets			3,841,689		3,886,529



Total Assets		$	15,978,354	$	15,647,066



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
Notes Payable to Banks		$	660,000	$	317,000
Long-Term Debt - Current Portion			267,286		331,582
Accounts Payable			412,884		633,282
Regulatory Liabilities			149,755		167,844
Derivative Liabilities			108,253		107,558
Other Current Liabilities			369,503		390,416
Total Current Liabilities			1,967,681		1,947,682

Rate Reduction Bonds			94,357		112,260

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes			1,923,266		1,868,316
Regulatory Liabilities			248,314		266,145
Derivative Liabilities			924,308		959,876
Accrued Pension, SERP and PBOP			1,241,433		1,326,037
Other Long-Term Liabilities			414,004		420,011
Total Deferred Credits and Other Liabilities			4,751,325		4,840,385

Capitalization:
Long-Term Debt			4,977,131		4,614,913

Noncontrolling Interest in Consolidated Subsidiary:
	Preferred Stock Not Subject to Mandatory Redemption		116,200		116,200

Equity:
	Common Shareholders' Equity:
	Common Shares		981,592		980,264
	Capital Surplus, Paid In		1,801,752		1,797,884
	Retained Earnings		1,698,553		1,651,875
	Accumulated Other Comprehensive Loss		(68,822)		(70,686)
	Treasury Stock		(344,774)		(346,667)
Common Shareholders' Equity			4,068,301		4,012,670
Noncontrolling Interests			3,359		2,956
Total Equity			4,071,660		4,015,626
Total Capitalization			9,164,991		8,746,739


Total Liabilities and Capitalization		$	15,978,354	$	15,647,066


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)			2012		2011

Operating Revenues			$	1,099,623	$	1,235,251

Operating Expenses:
	Fuel, Purchased and Net Interchange Power			398,013		474,109
	Other Operating Expenses			225,958		251,978
	Maintenance			69,826		67,764
	Depreciation			80,839		73,951
	Amortization of Regulatory Assets, Net			6,209		34,407
	Amortization of Rate Reduction Bonds			18,347		17,282
	Taxes Other Than Income Taxes			86,038		88,403
		Total Operating Expenses		885,230		1,007,894
Operating Income				214,393		227,357

Interest Expense:
	Interest on Long-Term Debt			59,968		57,399
	Interest on Rate Reduction Bonds			1,431		2,578
	Other Interest			5,048		(1,428)
		Interest Expense		66,447		58,549
Other Income, Net				8,773		10,313
Income Before Income Tax Expense				156,719		179,121
Income Tax Expense				55,964		63,537
Net Income				100,755		115,584
Net Income Attributable to Noncontrolling Interests				1,493		1,429
Net Income Attributable to Controlling Interests			$	99,262	$	114,155

Basic and Diluted Earnings Per Common Share			$	0.56	$	0.64

Dividends Declared Per Common Share			$	0.29	$	0.28

Weighted Average Common Shares Outstanding:
	Basic			178,055,716		177,188,207
	Diluted			178,437,453		177,480,996



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

		Three Months Ended March 31,
(Thousands of Dollars)		2012		2011

Net Income		$	100,755	$	115,584
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments		423		1,173
	Changes in Unrealized Gains/(Losses) on Other Securities		34		(5)
	Change in Funded Status of Pension, SERP and PBOP Benefit Plans		1,407		935
Other Comprehensive Income, Net of Tax			1,864		2,103
Comprehensive Income Attributable to Noncontrolling Interests			(1,493)		(1,429)
Comprehensive Income Attributable to Controlling Interests		$	101,126	$	116,258

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	100,755	$	115,584
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		3,657		4,947
		Depreciation		80,839		73,951
		Deferred Income Taxes		52,474		52,429
		Pension, SERP and PBOP Expense		42,268		34,163
		Pension and PBOP Contributions		(98,910)		(5,932)
		Regulatory (Under)/Over Recoveries, Net		(28,352)		44,420
		Amortization of Regulatory Assets, Net		6,209		34,407
		Amortization of Rate Reduction Bonds		18,347		17,282
		Derivative Assets and Liabilities		(1,770)		(3,651)
		Other		(7,371)		(1,776)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		29,276		8,199
		Fuel, Materials and Supplies		30,108		42,990
		Taxes Receivable/Accrued, Net		11,758		18,312
		Accounts Payable		(190,232)		(29,278)
		Other Current Assets and Liabilities, Net		(40,240)		(33,281)
Net Cash Flows Provided by Operating Activities				8,816		372,766

Investing Activities:
	Investments in Property, Plant and Equipment			(304,294)		(236,689)
	Proceeds from Sales of Marketable Securities			40,947		38,646
	Purchases of Marketable Securities			(41,570)		(39,230)
	Other Investing Activities			2,448		328
Net Cash Flows Used in Investing Activities				(302,469)		(236,945)

Financing Activities:
	Cash Dividends on Common Shares			(52,104)		(48,588)
	Cash Dividends on Preferred Stock			(1,390)		(1,390)
	Increase/(Decrease) in Short-Term Debt			343,000		(78,000)
	Issuance of Long-Term Debt			300,000		-
	Retirements of Rate Reduction Bonds			(17,903)		(16,868)
	Other Financing Activities			(1,130)		989
Net Cash Flows Provided by/(Used in) Financing Activities				570,473		(143,857)
Net Increase/(Decrease) in Cash and Cash Equivalents				276,820		(8,036)
Cash and Cash Equivalents - Beginning of Period				6,559		23,395
Cash and Cash Equivalents - End of Period			$	283,379	$	15,359


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash	$	3,837	$	1
	Receivables, Net		279,541		295,028
	Accounts Receivable from Affiliated Companies		3,146		1,548
	Unbilled Revenues		72,601		94,995
	Regulatory Assets		172,277		170,197
	Materials and Supplies		59,048		61,102
	Prepayments and Other Current Assets		51,917		53,920
Total Current Assets			642,367		676,791

Property, Plant and Equipment, Net			5,908,385		5,827,384

Deferred Debits and Other Assets:
	Regulatory Assets		2,070,122		2,103,830
	Derivative Assets		90,614		93,755
	Other Long-Term Assets		89,165		89,636
Total Deferred Debits and Other Assets			2,249,901		2,287,221



Total Assets		$	8,800,653	$	8,791,396



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks		$	275,000	$	31,000
	Notes Payable to Affiliated Companies			9,275		58,525
	Long-Term Debt - Current Portion			-		62,000
	Accounts Payable			201,373		340,321
	Accounts Payable to Affiliated Companies			50,681		53,439
	Obligations to Third Party Suppliers			65,434		67,967
	Accrued Taxes			71,182		59,046
	Regulatory Liabilities			82,423		108,291
	Derivative Liabilities			97,483		95,881
	Other Current Liabilities			76,789		102,065
Total Current Liabilities				929,640		978,535

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,244,748		1,215,989
	Regulatory Liabilities			133,844		139,307
	Derivative Liabilities			898,850		935,849
	Accrued Pension, SERP and PBOP			259,814		260,571
	Other Long-Term Liabilities			206,550		215,640
Total Deferred Credits and Other Liabilities				2,743,806		2,767,356

Capitalization:
	Long-Term Debt			2,583,881		2,521,753

Preferred Stock Not Subject to Mandatory Redemption				116,200		116,200

	Common Stockholder's Equity:
		Common Stock		60,352		60,352
		Capital Surplus, Paid In		1,613,865		1,613,503
		Retained Earnings		755,048		735,948
		Accumulated Other Comprehensive Loss		(2,139)		(2,251)
	Common Stockholder's Equity			2,427,126		2,407,552
Total Capitalization				5,127,207		5,045,505


Total Liabilities and Capitalization			$	8,800,653	$	8,791,396


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Revenues			$	591,965	$	673,682

Operating Expenses:
	Fuel, Purchased and Net Interchange Power			223,835		255,369
	Other Operating Expenses			108,824		134,262
	Maintenance			42,788		40,782
	Depreciation			41,070		39,475
	Amortization of Regulatory Assets, Net			8,313		19,343
	Taxes Other Than Income Taxes			55,270		58,468
		Total Operating Expenses		480,100		547,699
Operating Income				111,865		125,983

Interest Expense:
	Interest on Long-Term Debt			31,521		33,328
	Other Interest			1,987		(3,575)
		Interest Expense		33,508		29,753
Other Income, Net				5,300		4,606
Income Before Income Tax Expense				83,657		100,836
Income Tax Expense				29,672		36,499
Net Income			$	53,985	$	64,337


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
		Three Months Ended March 31,
(Thousands of Dollars)		2012		2011

Net Income		$	53,985	$	64,337
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments		111		111
	Changes in Unrealized Gains on Other Securities		1		-
Other Comprehensive Income, Net of Tax			112		111
Comprehensive Income		$	54,097	$	64,448

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	53,985	$	64,337
	Adjustments to Reconcile Net Income to Net Cash Flows
		(Used in)/Provided by Operating Activities:
		Bad Debt Expense		347		679
		Depreciation		41,070		39,475
		Deferred Income Taxes		32,460		28,592
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		9,095		6,075
		Regulatory (Under)/Over Recoveries, Net		(39,726)		22,972
		Amortization of Regulatory Assets, Net		8,313		19,343
		Other		(6,746)		(20,129)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		28,685		16,187
		Taxes Receivable/Accrued, Net		16,551		57,078
		Accounts Payable		(146,676)		(14,135)
		Other Current Assets and Liabilities, Net		(44,484)		(15,511)
Net Cash Flows (Used in)/Provided by Operating Activities				(47,126)		204,963

Investing Activities:
	Investments in Property, Plant and Equipment			(108,842)		(106,829)
	Other Investing Activities			1,139		(45)
Net Cash Flows Used in Investing Activities				(107,703)		(106,874)

Financing Activities:
	Cash Dividends on Common Stock			(33,495)		(131,507)
	Cash Dividends on Preferred Stock			(1,390)		(1,390)
	Increase in Short-Term Debt			244,000		10,000
	(Decrease)/Increase in NU Money Pool Borrowings			(49,250)		18,950
	Other Financing Activities			(1,200)		(92)
Net Cash Flows Provided by/(Used in) Financing Activities				158,665		(104,039)
Net Increase/(Decrease) in Cash				3,836		(5,950)
Cash - Beginning of Period				1		9,762
Cash - End of Period			$	3,837	$	3,812


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash	$	2,251	$	56
	Receivables, Net		89,551		87,545
	Accounts Receivable from Affiliated Companies		1,176		1,294
	Notes Receivable from Affiliated Companies		-		55,900
	Unbilled Revenues		39,304		45,403
	Fuel, Materials and Supplies		115,383		124,744
	Regulatory Assets		33,362		34,178
	Prepayments and Other Current Assets		15,066		35,261
Total Current Assets			296,093		384,381

Property, Plant and Equipment, Net			2,287,951		2,256,688

Deferred Debits and Other Assets:
	Regulatory Assets		375,122		393,941
	Other Long-Term Assets		79,954		81,531
Total Deferred Debits and Other Assets			455,076		475,472



Total Assets		$	3,039,120	$	3,116,541



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

			March 31,		December 31,
(Thousands of Dollars)			2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks		$	45,000	$	-
	Notes Payable to Affiliated Companies			7,900		-
	Accounts Payable			74,374		106,377
	Accounts Payable to Affiliated Companies			16,489		18,895
	Accrued Interest			14,454		9,670
	Regulatory Liabilities			23,108		24,500
	Other Current Liabilities			42,139		36,497
Total Current Liabilities				223,464		195,939

Rate Reduction Bonds				71,905		85,368

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			405,834		392,712
	Regulatory Liabilities			54,212		54,415
	Accrued Pension, SERP and PBOP			172,802		258,718
	Other Long-Term Liabilities			55,935		53,304
Total Deferred Credits and Other Liabilities				688,783		759,149

Capitalization:
	Long-Term Debt			997,775		997,722

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		700,452		700,285
		Retained Earnings		367,281		388,910
		Accumulated Other Comprehensive Loss		(10,540)		(10,832)
	Common Stockholder's Equity			1,057,193		1,078,363
Total Capitalization				2,054,968		2,076,085


Total Liabilities and Capitalization			$	3,039,120	$	3,116,541



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Revenues			$	242,997	$	269,470

Operating Expenses:
	Fuel, Purchased and Net Interchange Power			73,197		87,132
	Other Operating Expenses			56,999		56,422
	Maintenance			19,413		18,704
	Depreciation			21,208		17,907
	Amortization of Regulatory (Liabilities)/Assets, Net			(2,622)		15,567
	Amortization of Rate Reduction Bonds			13,930		13,135
	Taxes Other Than Income Taxes			15,486		13,667
		Total Operating Expenses		197,611		222,534
Operating Income				45,386		46,936

Interest Expense:
	Interest on Long-Term Debt			11,563		8,624
	Interest on Rate Reduction Bonds			1,016		1,893
	Other Interest			234		(60)
		Interest Expense		12,813		10,457
Other Income, Net				2,042		4,459
Income Before Income Tax Expense				34,615		40,938
Income Tax Expense				13,353		13,474
Net Income			$	21,262	$	27,464

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

		Three Months Ended March 31,
(Thousands of Dollars)		2012		2011

Net Income		$	21,262	$	27,464
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments		290		926
	Changes in Unrealized Gains on Other Securities		2		-
Other Comprehensive Income, Net of Tax			292		926
Comprehensive Income		$	21,554	$	28,390

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	21,262	$	27,464
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		1,732		1,850
		Depreciation		21,208		17,907
		Deferred Income Taxes		8,908		3,672
		Pension, SERP and PBOP Expense		7,032		6,930
		Pension and PBOP Contributions		(89,012)		(1,076)
		Regulatory Over/(Under) Recoveries, Net		911		(1,271)
		Amortization of Regulatory (Liabilities)/Assets, Net		(2,622)		15,567
		Amortization of Rate Reduction Bonds		13,930		13,135
		Other		7,837		4,140
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		2,480		10,077
		Fuel, Materials and Supplies		9,361		16,043
		Taxes Receivable/Accrued, Net		10,138		18,971
		Accounts Payable		(16,073)		(2,160)
		Other Current Assets and Liabilities, Net		18,869		8,361
Net Cash Flows Provided by Operating Activities				15,961		139,610

Investing Activities:
	Investments in Property, Plant and Equipment			(67,059)		(57,718)
	Decrease/(Increase) in NU Money Pool Lending			55,900		(16,100)
	Other Investing Activities			963		369
Net Cash Flows Used in Investing Activities				(10,196)		(73,449)

Financing Activities:
	Cash Dividends on Common Stock			(42,891)		(14,707)
	Increase/(Decrease) in Short-Term Debt			45,000		(10,000)
	Increase/(Decrease) in NU Money Pool Borrowings			7,900		(47,900)
	Capital Contributions from NU Parent			-		20,000
	Retirements of Rate Reduction Bonds			(13,463)		(12,697)
	Other Financing Activities			(116)		(68)
Net Cash Flows Used in Financing Activities				(3,570)		(65,372)
Net Increase in Cash				2,195		789
Cash - Beginning of Period				56		2,559
Cash - End of Period			$	2,251	$	3,348


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

		March 31,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash	$	126	$	1
	Receivables, Net		46,083		42,757
	Accounts Receivable from Affiliated Companies		1,975		633
	Notes Receivable from Affiliated Companies		-		11,000
	Unbilled Revenues		13,666		16,277
	Regulatory Assets		33,525		35,520
	Marketable Securities		13,953		26,335
	Prepayments and Other Current Assets		6,117		8,719
Total Current Assets			115,445		141,242

Property, Plant and Equipment, Net			1,152,976		1,077,833

Deferred Debits and Other Assets:
	Regulatory Assets		242,181		233,247
	Marketable Securities		43,443		30,794
	Other Long-Term Assets		21,155		19,777
Total Deferred Debits and Other Assets			306,779		283,818



Total Assets		$	1,575,200	$	1,502,893



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

			March 31,		December 31,
(Thousands of Dollars)			2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks		$	65,000	$	-
	Notes Payable to Affiliated Companies			18,200		-
	Accounts Payable			86,599		111,566
	Accounts Payable to Affiliated Companies			9,314		10,626
	Regulatory Liabilities			30,389		33,056
	Other Current Liabilities			16,889		20,755
Total Current Liabilities				226,391		176,003

Rate Reduction Bonds				22,452		26,892

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			264,178		244,511
	Regulatory Liabilities			15,731		16,597
	Accrued Pension, SERP and PBOP			28,893		29,546
	Other Long-Term Liabilities			50,757		47,498
Total Deferred Credits and Other Liabilities				359,559		338,152

Capitalization:
	Long-Term Debt			499,594		499,545

	Common Stockholder's Equity:
		Common Stock		10,866		10,866
		Capital Surplus, Paid In		340,179		340,115
		Retained Earnings		120,260		115,506
		Accumulated Other Comprehensive Loss		(4,101)		(4,186)
	Common Stockholder's Equity			467,204		462,301
Total Capitalization				966,798		961,846


Total Liabilities and Capitalization			$	1,575,200	$	1,502,893


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Revenues			$	114,025	$	106,684

Operating Expenses:
	Fuel, Purchased and Net Interchange Power			39,504		40,204
	Other Operating Expenses			24,019		26,230
	Maintenance			4,724		4,771
	Depreciation			7,697		6,338
	Amortization of Regulatory Assets/(Liabilities), Net			121		(600)
	Amortization of Rate Reduction Bonds			4,418		4,146
	Taxes Other Than Income Taxes			4,882		4,543
		Total Operating Expenses		85,365		85,632
Operating Income				28,660		21,052

Interest Expense:
	Interest on Long-Term Debt			5,766		4,754
	Interest on Rate Reduction Bonds			415		684
	Other Interest			214		136
		Interest Expense		6,395		5,574
Other Income, Net				1,092		739
Income Before Income Tax Expense				23,357		16,217
Income Tax Expense				9,171		6,251
Net Income			$	14,186	$	9,966

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

		Three Months Ended March 31,
(Thousands of Dollars)		2012		2011

Net Income		$	14,186	$	9,966
Other Comprehensive Income From Qualified
	Cash Flow Hedging Instruments, Net of Tax		85		199
Comprehensive Income		$	14,271	$	10,165

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			Three Months Ended March 31,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	14,186	$	9,966
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		739		1,337
		Depreciation		7,697		6,338
		Deferred Income Taxes		9,198		4,507
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		1,766		1,096
		Regulatory (Under)/Over Recoveries, Net		(2,242)		7,620
		Amortization of Regulatory Assets/(Liabilities), Net		121		(600)
		Amortization of Rate Reduction Bonds		4,418		4,146
		Other		(1,810)		(1,370)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(2,274)		(2,384)
		Taxes Receivable/Accrued, Net		1,051		10,019
		Accounts Payable		(21,870)		(4,584)
		Other Current Assets and Liabilities, Net		(5,885)		(4,519)
Net Cash Flows Provided by Operating Activities				5,095		31,572

Investing Activities:
	Investments in Property, Plant and Equipment			(85,011)		(33,037)
	Proceeds from Sales of Marketable Securities			31,579		32,414
	Purchases of Marketable Securities			(31,680)		(32,510)
	Decrease in NU Money Pool Lending			11,000		-
	Other Investing Activities			(169)		(333)
Net Cash Flows Used in Investing Activities				(74,281)		(33,466)

Financing Activities:
	Cash Dividends on Common Stock			(9,432)		(6,576)
	Increase in Short-Term Debt			65,000		10,000
	Increase in NU Money Pool Borrowings			18,200		3,000
	Retirements of Rate Reduction Bonds			(4,440)		(4,170)
	Other Financing Activities			(17)		(7)
Net Cash Flows Provided by Financing Activities				69,311		2,247
Net Increase in Cash				125		353
Cash - Beginning of Period				1		1
Cash - End of Period			$	126	$	354


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTHEAST UTILITIES AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout the combined notes to the unaudited condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation

Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q and the 2011 combined Annual Report on Form 10-K of NU, CL&P, PSNH and WMECO, which was filed with the SEC (2011 Form 10-K). The accompanying unaudited condensed consolidated financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly NU’s and the above companies’ financial positions as of March 31, 2012 and December 31, 2011, and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2012 and 2011. The results of operations, comprehensive income and cash flows for the three months ended March 31, 2012 and 2011 are not necessarily indicative of the results expected for a full year.

The unaudited condensed consolidated financial statements of NU, CL&P, PSNH and WMECO include the accounts of all their respective subsidiaries. Intercompany transactions have been eliminated in consolidation.

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

As of March 31, 2012, NU and a subsidiary of NSTAR had formed, on a 75 percent and 25 percent basis, respectively, a limited liability company, NPT, to construct, own and operate the Northern Pass transmission project. NPT and Hydro Renewable Energy entered into a TSA whereby NPT will sell to Hydro Renewable Energy electric transmission rights over the Northern Pass for a 40-year term at cost of service rates. NPT will be required to maintain a capital structure of 50 percent debt and 50 percent equity. NU determined, through its controlling financial interest in NPT, that it must consolidate NPT, as NU has the power to direct the activities of NPT, which most significantly impact its economic performance, including permitting and siting and operation and maintenance activities over the term of the TSA. On April 10, 2012, upon consummation of the NU and NSTAR merger, an NSTAR subsidiary, which held 25 percent of NPT, was merged into NUTV, resulting in NUTV owning 100 percent of NPT. See Note 2, "Merger of NU and NSTAR," to the unaudited condensed consolidated financial statements for further information regarding the merger.

Certain reclassifications of prior period data were made in the accompanying unaudited condensed consolidated balance sheets and statements of cash flows for all companies presented. These reclassifications were made to conform to the current period’s presentation.

NU evaluates events and transactions that occur after the balance sheet date but before financial statements are issued and recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the balance sheet date and discloses, but does not recognize, in the financial statements subsequent events that provide evidence about the conditions that arose after the balance sheet date but before the financial statements are issued. See Note 2, "Merger of NU and NSTAR," Note 10C, "Commitments and Contingencies – Exposure Regarding Complaint on FERC Base ROE," and Note 17, "Subsequent Events" to the unaudited condensed consolidated financial statements for further information.

Accounting Standards Recently Adopted

In the first quarter of 2012, NU adopted the Financial Accounting Standards Board’s (FASB) final Accounting Standards Update (ASU) on fair value measurement. The ASU did not have an impact on NU’s financial position, results of operations or cash flows, but required additional financial statement disclosures related to fair value measurements. For further information, see Note 5, “Derivative Instruments,” to the unaudited condensed consolidated financial statements.

In the first quarter of 2012, NU adopted the FASB’s final ASU on testing goodwill for impairment. The ASU provides the election to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value; if so, quantitative testing is required. The ASU does not change existing guidance relating to when an entity should test goodwill for impairment or the methodology to be utilized in performing quantitative testing. NU has not and does not currently intend to utilize the election provided by this ASU.

In the first quarter of 2012, NU adopted the FASB’s final ASU on the presentation of comprehensive income. The ASU does not change existing guidance on which items should be presented in other comprehensive income but requires other comprehensive income to be presented as part of a single continuous statement of comprehensive income or in a statement of other comprehensive

income immediately following the statement of net income. The ASU did not affect the calculation of net income, comprehensive income or EPS. The ASU did not have an impact on NU’s financial position, results of operations or cash flows.

Provision for Uncollectible Accounts

NU, including CL&P, PSNH and WMECO, maintains a provision for uncollectible accounts to record receivables at an estimated net realizable value. This provision is determined based upon a variety of factors, including applying an estimated uncollectible account percentage to each receivable aging category, based upon historical collection and write-off experience and management's assessment of collectibility from individual customers. Management reviews at least quarterly the collectibility of the receivables, and if circumstances change, collectibility estimates are adjusted accordingly. Receivable balances are written off against the provision for uncollectible accounts when the accounts are terminated and these balances are deemed to be uncollectible.

The provision for uncollectible accounts, which is included in Receivables, Net on the accompanying unaudited condensed consolidated balance sheets, is as follows:


(Millions of Dollars)	As of March 31, 2012		As of December 31, 2011
NU	$	34.8	$	34.9
CL&P		14.2		14.8
PSNH		7.9		7.2
WMECO		5.1		4.6

Restricted Cash

As of March 31, 2012, NU, CL&P and PSNH had $18.3 million, $9.4 million, and $7.4 million, respectively, of restricted cash, primarily relating to amounts held in escrow related to property damage at CL&P and insurance proceeds on bondable property at PSNH, which were included in Prepayments and Other Current Assets on the accompanying unaudited condensed consolidated balance sheets. As of December 31, 2011, these amounts for NU, CL&P and PSNH were $17.9 million, $9.4 million, and $7 million, respectively.

Fair Value Measurements

NU, including CL&P, PSNH, and WMECO, applies fair value measurement guidance to all derivative contracts recorded at fair value and to the marketable securities held in the NU supplemental benefit trust and WMECO's spent nuclear fuel trust. Fair value measurement guidance is also applied to investment valuations used to calculate the funded status of NU's Pension and PBOP Plans.

Fair Value Hierarchy: In measuring fair value, NU uses observable market data when available and minimizes the use of unobservable inputs. Inputs used in fair value measurements are categorized into three fair value hierarchy levels for disclosure purposes. The entire fair value measurement is categorized based on the lowest level of input that is significant to the fair value measurement. NU evaluates the classification of assets and liabilities measured at fair value on a quarterly basis, and NU's policy is to recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. The three levels of the fair value hierarchy are described below:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs are observable.

Level 3 - Quoted market prices are not available. Fair value is derived from valuation techniques in which one or more significant inputs or assumptions are unobservable. Where possible, valuation techniques incorporate observable market inputs that can be validated to external sources such as industry exchanges, including prices of energy and energy-related products.

Determination of Fair Value: The valuation techniques and inputs used in NU's fair value measurements are described in Note 5, "Derivative Instruments," Note 6, "Marketable Securities," and Note 11, "Fair Value of Financial Instruments," to the unaudited condensed consolidated financial statements.

Allowance for Funds Used During Construction

AFUDC is included in the cost of the Regulated companies' utility plant and represents the cost of borrowed and equity funds used to finance construction. The portion of AFUDC attributable to borrowed funds is recorded as a reduction of Other Interest Expense, and the AFUDC related to equity funds is recorded as Other Income, Net on the accompanying unaudited condensed consolidated statements of income.


NU		For the Three Months Ended
(Millions of Dollars, except percentages)		March 31, 2012		March 31, 2011
AFUDC:
	Borrowed Funds	$	1.4	$	3.2
	Equity Funds		2.8		5.5
Total		$	4.2	$	8.7
Average AFUDC Rate			6.6%		7.1%


		For the Three Months Ended						For the Three Months Ended
		March 31, 2012						March 31, 2011
(Millions of Dollars, except percentages)		CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
AFUDC:
	Borrowed Funds	$	0.8	$	0.4	$	0.1	$	0.8	$	2.1	$	0.1
	Equity Funds		1.2		0.9		0.3		1.5		3.5		0.1
Total		$	2.0	$	1.3	$	0.4	$	2.3	$	5.6	$	0.2
Average AFUDC Rate			6.2%		7.5%		8.1%		8.1%		6.7%		7.3%

The Regulated companies' average AFUDC rate is based on a FERC-prescribed formula that produces an average rate using the cost of a company's short-term financings as well as a company's capitalization (preferred stock, long-term debt and common equity). The average rate is applied to average eligible CWIP amounts to calculate AFUDC.

Other Income, Net

The other income/(loss) items included within Other Income, Net on the accompanying unaudited condensed consolidated statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds and equity in earnings, which relates to the Company's investments, including investments of CL&P, PSNH and WMECO in the Yankee Companies and NU's investment in two regional transmission companies.

Other Taxes

Certain excise taxes levied by state or local governments are collected by CL&P and Yankee Gas from their respective customers. These excise taxes are shown on a gross basis with collections in revenues and payments in expenses. Gross receipts taxes, franchise taxes and other excise taxes were included in Operating Revenues and Taxes Other Than Income Taxes on the accompanying unaudited condensed consolidated statements of income as follows:


	For the Three Months Ended
(Millions of Dollars)	March 31, 2012		March 31, 2011
NU	$	35.0	$	38.7
CL&P		29.4		31.4

Certain sales taxes are also collected by CL&P, WMECO, and Yankee Gas from their respective customers as agents for state and local governments and are recorded on a net basis with no impact on the accompanying unaudited condensed consolidated statements of income.


I. Supplemental Cash Flow Information
Non-cash investing activities include capital expenditures incurred but not yet paid as follows:

(Millions of Dollars)	As of March 31, 2012		As of December 31, 2011
NU	$	138.5	$	168.5
CL&P		36.6		32.7
PSNH		32.5		51.1
WMECO		56.6		61.3

Short-term borrowings of NU, including CL&P, PSNH and WMECO, have original maturities of three months or less. Accordingly, borrowings and repayments are shown net on the accompanying unaudited condensed consolidated statements of cash flows.

In February 2012, CL&P provided approximately $27 million of bill credits to its residential customers who remained without power after noon on November 5, 2011 as a result of the October 2011 snowstorm. This disbursement is reflected as a use of cash and recorded in Other Current Assets and Liabilities, Net on the accompanying unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2012 for CL&P and NU.

MERGER OF NU AND NSTAR

On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR and NSTAR (through a successor, NSTAR LLC) became a direct wholly-owned subsidiary of NU. NSTAR is a holding company engaged through its subsidiaries in the energy delivery business serving electric and natural gas distribution customers in Massachusetts. The merger was structured as a merger of equals in a tax-free exchange of shares. As part of the merger, NSTAR shareholders received 1.312 NU common shares for each NSTAR common share owned (the "exchange ratio") as of the acquisition date. The exchange ratio was structured to result in a no-premium merger based on the average closing share price of each company's common shares for the 20 trading days preceding the announcement of the merger in October 2010. NU issued approximately 136 million common shares to the NSTAR shareholders as a result of the merger, which brought the total common shares outstanding to approximately 314 million shares.

Effective as of the merger date, NU provides energy delivery service to approximately 3.5 million electric and natural gas customers through six regulated utilities in Connecticut, Massachusetts and New Hampshire.

Purchase Price:

Pursuant to the merger, all of the NSTAR common shares were exchanged at the fixed exchange ratio of 1.312 common shares of NU for each NSTAR common share. The total consideration transferred in the merger was based on the closing price of NU common shares on April 9, 2012, the day prior to the date the merger was completed, and was calculated as follows:



NSTAR common shares outstanding as of April 9, 2012 (in thousands)*		103,696
Exchange ratio		1.312
NU common shares issued for NSTAR common shares outstanding (in thousands)		136,049
Closing price of NU common shares on April 9, 2012	$	36.79
Value of common shares issued (in millions)	$	5,005
Fair value of NU replacement stock-based compensation awards related to pre-merger service (in millions)		33
Total purchase price (in millions)	$	5,038

Includes 109 thousand shares related to NSTAR stock-based compensation awards that vested immediately prior to the merger.

Certain of NSTAR’s stock-based compensation awards, including deferred shares, performance shares and all outstanding stock options, were replaced with NU awards upon consummation of the merger. In accordance with accounting guidance for business combinations, a portion of the fair value of these awards is included in the purchase price as it represents consideration transferred in the merger.

The allocation of the total purchase price to the estimated fair values of the assets acquired and liabilities assumed was based on accounting guidance for fair value measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was recognized as goodwill. The allocation of goodwill has not yet been completed.

The allocation of the total purchase price includes adjustments to record the fair value of NSTAR’s unregulated telecommunication business, regulatory assets not earning a return, lease agreements, long-term debt and the preferred stock of an NSTAR subsidiary. All purchase price adjustments are preliminary and subject to change as additional information is obtained. The preliminary allocation of the purchase price is as follows:


(Millions of Dollars)
Current Assets	$	746
Property Plant and Equipment, Net		5,150
Goodwill		3,231
Other Long-Term Assets, excluding Goodwill		2,131
Current Liabilities		(1,320)
Long-Term Liabilities		(2,721)
Long-Term Debt and Other Long-Term Obligations		(2,140)
Preferred Stock of Subsidiary		(39)
Total Purchase Price	$	5,038

Regulatory Approvals:

On February 15, 2012, NU and NSTAR reached comprehensive settlement agreements with the Massachusetts Attorney General and the DOER. The settlement agreement reached with the Attorney General covered a variety of rate-making and rate design issues, including a base distribution rate freeze at least through 2015 for NSTAR Electric, NSTAR Gas and WMECO and $15 million, $3 million and $3 million in the form of rate credits to their respective customers. The settlement agreement reached with the DOER covered the same rate-making and rate design issues as the Attorney General's settlement agreement, as well as a variety of matters impacting the advancement of Massachusetts clean energy policy established by the Green Communities Act and Global Warming Solutions Act. On April 4, 2012, the DPU issued a decision approving the settlement agreements and the merger of NU and NSTAR.

On March 13, 2012, NU and NSTAR reached a comprehensive settlement agreement with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel. The settlement agreement covered a variety of matters, including a $25 million rate credit to CL&P customers, a CL&P base distribution rate freeze until December 1, 2014, and the establishment of a $15 million fund for energy efficiency and other initiatives to be disbursed at the direction of the DEEP. In the agreement, CL&P agreed to forego recovery of $40 million of the deferred storm costs associated with restoration activities following Tropical Storm Irene and the October 2011 snowstorm. Subject to the PURA review, the remaining storm costs are to be recovered during the six-year period beginning December 1, 2014. On April 2, 2012, the PURA issued a decision approving the settlement agreement and the merger of NU and NSTAR.

The financial impacts of the settlement agreements will be recognized by NU, CL&P, NSTAR Electric, NSTAR Gas, and WMECO in the second quarter of 2012 in connection with the completion of the merger.

Pro Forma Financial Information:

The following unaudited pro forma financial information reflects the consolidated results of operations of NU and reflects the amortization of purchase price adjustments assuming the merger had taken place on January 1, 2011. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of NU. The pro forma financial information does not include potential cost savings or non-recurring adjustments that will be recorded in the second quarter in connection with the merger. This information is preliminary in nature and subject to change based on final purchase price adjustments.

In the first quarters of 2012 and 2011, NU and NSTAR incurred non-recurring costs directly related to the merger that are not included in the pro forma earnings presented below. The aggregate after-tax impacts of these costs were approximately $1.5 million ($1.1 million for NU) and $13 million ($8.3 million for NU) for the three months ended March 31, 2012 and 2011, respectively.


	For the Three Months Ended March 31,
(Pro forma amounts in millions, except per share amounts)	2012		2011
Revenues	$	1,830	$	2,072
Net Income Attributable to Controlling Interests		108		185
Basic and Diluted Earnings per Share		0.34		0.59

REGULATORY ACCOUNTING

The Regulated companies continue to be rate-regulated on a cost-of-service basis; therefore, the accounting policies of the Regulated companies conform to GAAP applicable to rate-regulated enterprises and historically reflect the effects of the rate-making process.

Management believes it is probable that the Regulated companies will recover their respective investments in long-lived assets, including regulatory assets. If management determined that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to the Regulated companies' operations, or that management could not conclude it is probable that costs would be recovered or reflected in future rates, the costs would be charged to net income in the period in which the determination is made.

Regulatory Assets: The components of regulatory assets are as follows:


	As of March 31, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Deferred Benefit Costs	$	1,322.2	$	1,360.5
Regulatory Assets Offsetting Derivative Liabilities		912.2		939.6
Securitized Assets		83.5		101.8
Income Taxes, Net		446.1		425.4
Unrecovered Contractual Obligations		95.4		100.9
Regulatory Tracker Deferrals		43.7		45.9
Storm Cost Deferrals		365.5		356.0
Asset Retirement Obligations		48.4		47.5
Losses on Reacquired Debt		24.2		24.5
Deferred Environmental Remediation Costs		37.6		38.5
Other Regulatory Assets		77.3		82.2
Total Regulatory Assets	$	3,456.1	$	3,522.8
Less: Current Portion	$	241.9	$	255.1
Total Long-Term Regulatory Assets	$	3,214.2	$	3,267.7



	As of March 31, 2012						As of December 31, 2011
(Millions of Dollars)	CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
Deferred Benefit Costs	$	556.5	$	194.1	$	115.5	$	572.8	$	200.0	$	118.9
Regulatory Assets Offsetting Derivative Liabilities		899.9		-		12.3		932.0		-		7.3
Securitized Assets		-		62.5		21.0		-		76.4		25.4
Income Taxes, Net		348.0		37.7		29.3		339.6		38.0		17.8
Unrecovered Contractual Obligations		76.7		-		18.7		80.9		-		20.0
Regulatory Tracker Deferrals		4.7		14.5		22.7		5.5		11.9		22.1
Storm Cost Deferrals		280.9		41.7		42.9		268.3		44.0		43.7
Asset Retirement Obligations		28.5		13.7		3.3		27.9		13.5		3.2
Losses on Reacquired Debt		13.9		8.8		0.3		13.9		9.0		0.3
Deferred Environmental Remediation Costs		-		9.8		-		-		9.7		-
Other Regulatory Assets		33.3		25.7		9.7		33.1		25.6		10.0
Total Regulatory Assets	$	2,242.4	$	408.5	$	275.7	$	2,274.0	$	428.1	$	268.7
Less: Current Portion	$	172.3	$	33.4	$	33.5	$	170.2	$	34.2	$	35.5
Total Long-Term Regulatory Assets	$	2,070.1	$	375.1	$	242.2	$	2,103.8	$	393.9	$	233.2

Additionally, the Regulated companies had $32.6 million ($4.2 million for CL&P, $23.5 million for PSNH, and $1.6 million for WMECO) and $32.4 million ($5 million for CL&P, $22.4 million for PSNH, and $1.6 million for WMECO) of regulatory costs as of March 31, 2012 and December 31, 2011, respectively, which were included in Other Long-Term Assets on the accompanying unaudited condensed consolidated balance sheets. These amounts represent incurred costs that have not yet been approved for recovery by the applicable regulatory agency. Management believes these costs are probable of recovery in future cost-of-service regulated rates.

As part of the settlement agreement NU and NSTAR reached with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel on March 13, 2012, in the second quarter of 2012, CL&P will record a reserve of $40 million associated with the deferred storm costs related to Tropical Storm Irene and the October 2011 snowstorm. CL&P will file with PURA for recovery of the total deferred storm costs. The total approved costs, which will reflect the $40 million reserve, will be collected over a six year period beginning December 1, 2014. Management believes CL&P's, PSNH's and WMECO's response to the 2011 storms was prudent and therefore believes it is probable that they will be allowed to recover these remaining deferred storm costs. See Note 2, “Merger of NU and NSTAR,” to the unaudited condensed consolidated financial statements for further information.

Regulatory Liabilities: The components of regulatory liabilities are as follows:


	As of March 31, 2012		As of December 31, 2011
(Millions of Dollars)	NU		NU
Cost of Removal	$	164.3	$	172.2
Regulatory Tracker Deferrals		112.9		139.1
AFUDC Transmission Incentive		66.7		67.0
Pension Liability - Yankee Gas Acquisition		9.4		10.0
Overrecovered Spent Nuclear Fuel Costs and Contractual Obligations		15.4		15.4
Wholesale Transmission Overcollections		9.0		9.6
Other Regulatory Liabilities		20.4		20.6
Total Regulatory Liabilities	$	398.1	$	433.9
Less: Current Portion	$	149.8	$	167.8
Total Long-Term Regulatory Liabilities	$	248.3	$	266.1


		As of March 31, 2012						As of December 31, 2011
(Millions of Dollars)		CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
Cost of Removal		$	57.1	$	52.8	$	6.2	$	63.8	$	53.2	$	7.2
Regulatory Tracker Deferrals			69.7		14.0		17.7		94.4		17.3		21.3
AFUDC Transmission Incentive			57.4		-		9.3		57.7		-		9.3
Overrecovered Spent Nuclear Fuel Costs and
	Contractual Obligations		15.4		-		-		15.4		-		-
Wholesale Transmission Overcollections			5.1		4.4		10.8		4.5		2.6		9.5
Other Regulatory Liabilities			11.5		6.1		2.1		11.8		5.8		2.4
Total Regulatory Liabilities		$	216.2	$	77.3	$	46.1	$	247.6	$	78.9	$	49.7
Less: Current Portion		$	82.4	$	23.1	$	30.4	$	108.3	$	24.5	$	33.1
Total Long-Term Regulatory Liabilities		$	133.8	$	54.2	$	15.7	$	139.3	$	54.4	$	16.6


4.		PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize the NU, CL&P, PSNH and WMECO investments in utility property, plant and equipment:

			As of March 31, 2012		As of December 31, 2011
(Millions of Dollars)			NU		NU
Distribution - Electric			$	6,645.0	$	6,540.4
Distribution - Natural Gas				1,259.9		1,247.6
Transmission				3,590.7		3,541.9
Generation				1,132.0		1,096.0
Electric and Natural Gas Utility				12,627.6		12,425.9
Other⁽¹⁾				308.4		305.1
Total Property, Plant and Equipment, Gross				12,936.0		12,731.0
Less: Accumulated Depreciation
	Electric and Natural Gas Utility			(3,077.5)		(3,035.5)
	Other			(122.5)		(120.2)
Total Accumulated Depreciation				(3,200.0)		(3,155.7)
Property, Plant and Equipment, Net				9,736.0		9,575.3
Construction Work in Progress				877.2		827.8
Total Property, Plant and Equipment, Net			$	10,613.2	$	10,403.1

⁽¹⁾

These assets are primarily owned by RRR ($162.2 million and $161.5 million) and NUSCO ($134.1 million and $131.5 million) as of March 31, 2012 and December 31, 2011, respectively, and are mainly comprised of buildings and building improvements at RRR and software and equipment at NUSCO.


	As of March 31, 2012						As of December 31, 2011
(Millions of Dollars)	CL&P		PSNH		WMECO		CL&P		PSNH		WMECO
Distribution	$	4,507.6	$	1,464.5	$	708.6	$	4,419.6	$	1,451.6	$	704.3
Transmission		2,693.7		548.1		337.7		2,689.1		546.4		297.4
Generation		-		1,110.8		21.2		-		1,074.8		21.2
Total Property, Plant and Equipment, Gross		7,201.3		3,123.4		1,067.5		7,108.7		3,072.8		1,022.9
Less: Accumulated Depreciation		(1,618.7)		(905.4)		(243.3)		(1,596.7)		(893.6)		(240.5)
Property, Plant and Equipment, Net		5,582.6		2,218.0		824.2		5,512.0		2,179.2		782.4
Construction Work in Progress		325.8		70.0		328.8		315.4		77.5		295.4
Total Property, Plant and Equipment, Net	$	5,908.4	$	2,288.0	$	1,153.0	$	5,827.4	$	2,256.7	$	1,077.8

DERIVATIVE INSTRUMENTS

The costs and benefits of derivative contracts that meet the definition of and are designated as "normal purchases or normal sales" (normal) are recognized in Operating Expenses or Operating Revenues on the accompanying unaudited condensed consolidated statements of income, as applicable, as electricity or natural gas is delivered.

Derivative contracts that are not recorded as normal under the applicable accounting guidance are recorded at fair value as current or long-term derivative assets or liabilities. For the Regulated companies, regulatory assets or liabilities are recorded for the changes in fair values of derivatives, as these contracts are part of current regulated operating costs, or have an allowed recovery mechanism, and management believes that these costs will continue to be recovered from or refunded to customers in cost-of-service, regulated rates. Changes in fair values of NU's remaining unregulated wholesale marketing contracts are included in Net Income.

The Regulated companies are exposed to the volatility of the prices of energy and energy-related products in procuring energy supply for their customers. The costs associated with supplying energy to customers are recoverable through customer rates. The Company manages the risks associated with the price volatility of energy and energy-related products through the use of derivative contracts, many of which are accounted for as normal, and the use of nonderivative contracts.

CL&P and WMECO mitigate the risks associated with the price volatility of energy and energy-related products through the use of SS, LRS, and basic service contracts, which fix the price of electricity purchased for customers for periods of time ranging from three months to three years for CL&P and from three months to one year for WMECO and are accounted for as normal. CL&P has entered into derivatives, including FTR contracts, to manage the risk of congestion costs associated with its SS and LRS contracts. As required by regulation, CL&P has also entered into derivative and nonderivative contracts for the purchase of energy and energy-related products and contracts related to capacity and WMECO has entered into a contract to purchase renewable energy that is a derivative. While the risks managed by these contracts relate to capacity prices, regional congestion costs, and the development of renewable energy that are not specific to CL&P and WMECO, electric distribution companies, including CL&P and WMECO, are required to enter into these contracts. The costs or benefits from these contracts are recoverable from or refundable to customers, and, therefore changes in fair value are recorded as Regulatory Assets and Regulatory Liabilities on the accompanying unaudited condensed consolidated balance sheets.

NU, through Select Energy, has one remaining fixed price forward sales contract to serve electrical load that is part of its remaining unregulated wholesale energy marketing portfolio. NU mitigates the price risk associated with this contract through the use of forward purchase contracts. The contracts are accounted for at fair value, and changes in their