Edgar Filing: NSTAR ELECTRIC CO

Converted by EDGARwiz

[f2q12edgar002.gif]

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 June 30, 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


1-02301	NSTAR ELECTRIC COMPANY (a Massachusetts corporation) 800 Boylston Street Boston, Massachusetts 02199 Telephone: (617) 424-2000	04-1278810


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
NSTAR Electric 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
NSTAR Electric 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 July 31, 2012
Northeast Utilities Common shares, $5.00 par value	313,804,466 shares

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

NSTAR Electric Company Common Stock, $1.00 par value	100 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, directly or indirectly, holds all of the 6,035,205 shares, 100 shares, 301 shares, and 434,653 shares of the outstanding common stock of The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company, respectively.

NSTAR Electric Company, 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
CYAPC	Connecticut Yankee Atomic Power Company
HWP	HWP Company, formerly the Holyoke Water Power Company
MYAPC	Maine Yankee Atomic Power Company
NGS	Northeast Generation Services Company and subsidiaries
NPT	Northern Pass Transmission LLC
NSTAR	Parent Company of NSTAR Electric, NSTAR Gas and other subsidiaries (prior to the merger with NU)
NSTAR Electric	NSTAR Electric Company
NSTAR Electric & Gas	NSTAR Electric & Gas Corporation, a Northeast Utilities service company
NSTAR Gas	NSTAR Gas Company
NSTAR LLC	Post-merger parent company of NSTAR Electric, NSTAR Gas and other subsidiaries, and successor to NSTAR
NU Enterprises	NU Enterprises, Inc., the parent company of Select Energy, NGS, NGS Mechanical, Select Energy Contracting, Inc. and E.S. Boulos Company
NU or the Company	Northeast Utilities and subsidiaries
NU parent and other companies	NU parent and other companies is comprised of NU parent, NSTAR LLC, NSTAR Electric & Gas, NUSCO and other subsidiaries, including NU Enterprises, NSTAR Communications, Inc., HWP, RRR (a real estate subsidiary), the non-energy-related subsidiaries of Yankee (Yankee Energy Services Company and Yankee Energy Financial Services Company), and the consolidated operations of CYAPC and YAEC
NUSCO	Northeast Utilities Service Company
NUTV	NU Transmission Ventures, Inc., the parent company of NPT and Renewable Properties, Inc.
PSNH	Public Service Company of New Hampshire
Regulated companies	NU's Regulated companies, comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric, PSNH, and WMECO, the generation activities of PSNH and WMECO, NSTAR Gas, Yankee Gas, and NPT
RRR	The Rocky River Realty Company
Select Energy	Select Energy, Inc.
WMECO	Western Massachusetts Electric Company
YAEC	Yankee Atomic Electric Company
Yankee	Yankee Energy System, Inc.
Yankee Companies	CYAPC, YAEC and MYAPC
Yankee Gas	Yankee Gas Service Company
REGULATORS:
DEEP	Connecticut Department of Energy and Environmental Protection
DOE	U.S. Department of Energy
DOER	Massachusetts Department of Energy Resources
DPU	Massachusetts Department of Public Utilities
FERC	Federal Energy Regulatory Commission
ISO-NE	ISO New England, Inc., the New England Independent System Operator
MA DEP	Massachusetts Department of Environmental Protection
NHPUC	New Hampshire Public Utilities Commission
PURA	Connecticut Public Utilities Regulatory Authority
SEC	Securities and Exchange Commission
SJC	Supreme Judicial Court of Massachusetts
OTHER:
AFUDC	Allowance For Funds Used During Construction
AOCI	Accumulated Other Comprehensive Income/(Loss)
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
CPSL	Capital Projects Scheduling List
CTA	Competitive Transition Assessment


CWIP	Construction work in progress
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
ES	Default Energy Service
ESPP	Employee Stock Purchase Plan
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	Gigawatt-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 Tariff	ISO-NE FERC Transmission, Markets and Services Tariff
kV	Kilovolt
kW	Kilowatt (equal to one thousand watts)
kWh	Kilowatt-Hours (the basic unit of electricity energy equal to one kilowatt of power supplied for one hour)
LOC	Letter of Credit
LRS	Supplier of last resort service
MGP	Manufactured Gas Plant
MMBtu	One million British thermal units
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
NU Money Pool	Northeast Utilities Money Pool
NU supplemental benefit trust	The NU Trust Under Supplemental Executive Retirement Plan
NU 2011 Form 10-K	The Northeast Utilities and Subsidiaries 2011 combined Annual Report on Form 10-K as filed with the SEC
NSTAR 2011 Form 10-K	NSTAR 2011 Annual Report on Form 10-K as filed with the SEC
NSTAR Electric 2011 Form 10-K	NSTAR Electric 2011 Annual Report on Form 10-K as filed with the SEC
PAM	Pension and PBOP Rate Adjustment Mechanism
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
SIP	Simplified Incentive Plan
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company

NORTHEAST UTILITIES AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
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 – June 30, 2012 and December 31, 2011	1

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2012 and 2011	3

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011		3

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011	4

The Connecticut Light and Power Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011	5

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2012 and 2011	7

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011	7

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011	8

NSTAR Electric Company and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011	9

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2012 and 2011	11

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011	12

Public Service Company of New Hampshire and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011	13

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2012 and 2011	15

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011	15

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011	16

Western Massachusetts Electric Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011	17

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2012 and 2011	19

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011	19

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011	20

Combined Notes to Condensed Consolidated Financial Statements	21

iii


	Page

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

Northeast Utilities and Subsidiaries	49

The Connecticut Light and Power Company and Subsidiary	67

NSTAR Electric Company and Subsidiaries	69

Public Service Company of New Hampshire and Subsidiaries	72

Western Massachusetts Electric Company and Subsidiary	74

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	76

ITEM 4 – Controls and Procedures	77

PART II – OTHER INFORMATION

ITEM 1 – Legal Proceedings	78

ITEM 1A – Risk Factors	78

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	78

ITEM 6 – Exhibits	79

SIGNATURES	81

This Page Intentionally Left Blank


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	28,483	$	6,559
	Receivables, Net		661,910		488,002
	Unbilled Revenues		202,262		175,207
	Fuel, Materials and Supplies		262,562		248,958
	Regulatory Assets		624,397		255,144
	Marketable Securities		79,231		70,970
	Prepayments and Other Current Assets		95,160		112,632
Total Current Assets			1,954,005		1,357,472


Property, Plant and Equipment, Net			16,054,913		10,403,065

Deferred Debits and Other Assets:
	Regulatory Assets		5,201,154		3,267,710
	Goodwill		3,518,454		287,591
	Marketable Securities		372,302		60,311
	Derivative Assets		93,616		98,357
	Other Long-Term Assets		311,856		172,560
Total Deferred Debits and Other Assets			9,497,382		3,886,529



Total Assets		$	27,506,300	$	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)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
Notes Payable to Banks		$	1,248,500	$	317,000
Long-Term Debt - Current Portion			683,208		331,582
Accounts Payable			600,995		633,282
Regulatory Liabilities			203,767		167,844
Derivative Liabilities			113,188		107,558
Other Current Liabilities			640,809		390,416
Total Current Liabilities			3,490,467		1,947,682

Rate Reduction Bonds			160,133		112,260

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes			3,249,323		1,868,316
Regulatory Liabilities			551,690		266,145
Derivative Liabilities			946,621		959,876
Accrued Pension, SERP and PBOP			2,064,069		1,326,037
Other Long-Term Liabilities			884,317		420,011
Total Deferred Credits and Other Liabilities			7,696,020		4,840,385

Capitalization:
Long-Term Debt			6,936,473		4,614,913

Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		116,200

Equity:
	Common Shareholders' Equity:
	Common Shares		1,662,251		980,264
	Capital Surplus, Paid In		6,178,698		1,797,884
	Retained Earnings		1,635,709		1,651,875
	Accumulated Other Comprehensive Loss		(66,387)		(70,686)
	Treasury Stock		(342,632)		(346,667)
Common Shareholders' Equity			9,067,639		4,012,670
Noncontrolling Interests			-		2,956
Total Equity			9,067,639		4,015,626
Total Capitalization			16,159,680		8,746,739



Total Liabilities and Capitalization		$	27,506,300	$	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 June 30,				Six Months Ended June 30,
(Thousands of Dollars, Except Share Information)			2012		2011		2012		2011

Operating Revenues			$	1,628,684	$	1,047,481	$	2,728,307	$	2,282,732

Operating Expenses:
	Purchased Power, Fuel and Transmission			542,014		382,542		937,358		879,246
	Operations and Maintenance			529,977		269,701		791,940		533,323
	Depreciation			144,485		73,637		225,324		147,588
	Amortization of Regulatory Assets, Net			25,590		16,992		31,016		50,491
	Amortization of Rate Reduction Bonds			40,752		17,086		59,100		34,367
	Energy Efficiency Programs			73,489		29,970		110,762		64,403
	Taxes Other Than Income Taxes			112,862		79,419		198,899		167,823
		Total Operating Expenses		1,469,169		869,347		2,354,399		1,877,241
Operating Income				159,515		178,134		373,908		405,491

Interest Expense:
	Interest on Long-Term Debt			86,925		57,044		146,892		114,444
	Interest on Rate Reduction Bonds			2,056		2,293		3,487		4,871
	Other Interest			66		2,897		5,116		1,468
		Interest Expense		89,047		62,234		155,495		120,783
Other Income, Net				1,806		7,334		10,580		17,647
Income Before Income Tax Expense				72,274		123,234		228,993		302,355
Income Tax Expense				26,055		44,515		82,019		108,052
Net Income				46,219		78,719		146,974		194,303
Net Income Attributable to Noncontrolling Interests				1,880		1,441		3,373		2,870
Net Income Attributable to Controlling Interest			$	44,339	$	77,278	$	143,601	$	191,433

Basic and Diluted Earnings Per Common Share			$	0.15	$	0.44	$	0.60	$	1.08

Dividends Declared Per Common Share			$	0.34	$	0.28	$	0.63	$	0.55

Weighted Average Common Shares Outstanding:
	Basic			301,047,753		177,347,374		239,551,735		177,267,791
	Diluted			301,816,884		177,626,992		240,127,169		177,553,995

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 June 30,				Six Months Ended June 30,
(Thousands of Dollars)			2012		2011		2012		2011

Net Income			$	46,219	$	78,719	$	146,974	$	194,303
Other Comprehensive Income/(Loss), Net of Tax:
	Qualified Cash Flow Hedging Instruments			516		(5,095)		939		(3,922)
	Changes in Unrealized Gains on Other Securities			160		149		194		144
	Change in Funded Status of Pension, SERP and PBOP
		Benefit Plans		1,759		422		3,166		1,357
Other Comprehensive Income/(Loss), Net of Tax				2,435		(4,524)		4,299		(2,421)
Comprehensive Income Attributable to Noncontrolling
	Interests			(1,880)		(1,441)		(3,373)		(2,870)
Comprehensive Income Attributable to Controlling Interest			$	46,774	$	72,754	$	147,900	$	189,012

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)


			Six Months Ended June 30,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	146,974	$	194,303
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		13,384		9,374
		Depreciation		225,324		147,588
		Deferred Income Taxes		59,509		95,293
		Pension, SERP and PBOP Expense		97,378		69,654
		Pension and PBOP Contributions		(164,294)		(37,530)
		Regulatory (Under)/Over Recoveries, Net		(54,491)		41,612
		Amortization of Regulatory Assets, Net		31,016		50,491
		Amortization of Rate Reduction Bonds		59,100		34,367
		Derivative Assets and Liabilities		(5,090)		(9,272)
		Other		11,226		(7,192)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		83,395		80,696
		Fuel, Materials and Supplies		40,695		12,992
		Taxes Receivable/Accrued, Net		17,709		48,933
		Accounts Payable		(176,533)		(23,981)
		Other Current Assets and Liabilities, Net		(64,899)		(20,633)
Net Cash Flows Provided by Operating Activities				320,403		686,695

Investing Activities:
	Investments in Property, Plant and Equipment			(690,376)		(468,526)
	Proceeds from Sales of Marketable Securities			132,580		72,369
	Purchases of Marketable Securities			(143,225)		(73,564)
	Proceeds from Sale of Assets			-		46,841
	Other Investing Activities			11,274		(4,828)
Net Cash Flows Used in Investing Activities				(689,747)		(427,708)

Financing Activities:
	Cash Dividends on Common Shares			(159,708)		(97,207)
	Cash Dividends on Preferred Stock			(3,269)		(2,779)
	Increase/(Decrease) in Short-Term Debt			558,500		(130,000)
	Issuance of Long-Term Debt			300,000		122,000
	Retirements of Long-Term Debt			(267,699)		(124,086)
	Retirements of Rate Reduction Bonds			(36,439)		(34,320)
	Other Financing Activities			(117)		(883)
Net Cash Flows Provided by/(Used in) Financing Activities				391,268		(267,275)
Net Increase/(Decrease) in Cash and Cash Equivalents				21,924		(8,288)
Cash and Cash Equivalents - Beginning of Period				6,559		23,395
Cash and Cash Equivalents - End of Period			$	28,483	$	15,107


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)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash	$	4,523	$	1
	Receivables, Net		259,940		295,028
	Accounts Receivable from Affiliated Companies		973		1,548
	Unbilled Revenues		82,355		94,995
	Regulatory Assets		196,145		170,197
	Materials and Supplies		63,449		61,102
	Prepayments and Other Current Assets		21,535		53,920
Total Current Assets			628,920		676,791

Property, Plant and Equipment, Net			6,000,783		5,827,384

Deferred Debits and Other Assets:
	Regulatory Assets		2,025,569		2,103,830
	Derivative Assets		91,146		93,755
	Other Long-Term Assets		88,953		89,636
Total Deferred Debits and Other Assets			2,205,668		2,287,221



Total Assets		$	8,835,371	$	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)

			June 30,		December 31,
(Thousands of Dollars)			2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks		$	330,000	$	31,000
	Notes Payable to Affiliated Companies			5,000		58,525
	Long-Term Debt - Current Portion			-		62,000
	Accounts Payable			193,582		340,321
	Accounts Payable to Affiliated Companies			44,666		53,439
	Obligations to Third Party Suppliers			62,459		67,967
	Accrued Taxes			91,297		59,046
	Regulatory Liabilities			88,373		108,291
	Derivative Liabilities			97,704		95,881
	Other Current Liabilities			87,763		102,065
Total Current Liabilities				1,000,844		978,535

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,241,020		1,215,989
	Regulatory Liabilities			130,573		139,307
	Derivative Liabilities			910,115		935,849
	Accrued Pension, SERP and PBOP			248,624		260,571
	Other Long-Term Liabilities			204,227		215,640
Total Deferred Credits and Other Liabilities				2,734,559		2,767,356

Capitalization:
	Long-Term Debt			2,584,036		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		1,614,307		1,613,503
		Retained Earnings		727,096		735,948
		Accumulated Other Comprehensive Loss		(2,023)		(2,251)
	Common Stockholder's Equity			2,399,732		2,407,552
Total Capitalization				5,099,968		5,045,505



Total Liabilities and Capitalization			$	8,835,371	$	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 June 30,				Six Months Ended June 30,
(Thousands of Dollars)			2012		2011		2012		2011

Operating Revenues			$	562,141	$	608,013	$	1,154,106	$	1,281,695

Operating Expenses:
	Purchased Power and Transmission			196,806		230,380		417,697		502,338
	Operations and Maintenance			205,471		136,669		338,373		272,411
	Depreciation			41,519		38,442		82,588		77,917
	Amortization of Regulatory Assets, Net			3,263		13,705		11,257		32,339
	Energy Efficiency Programs			20,995		21,291		42,968		44,715
	Taxes Other Than Income Taxes			53,706		52,727		108,978		111,193
		Total Operating Expenses		521,760		493,214		1,001,861		1,040,913
Operating Income				40,381		114,799		152,245		240,782

Interest Expense:
	Interest on Long-Term Debt			31,696		33,430		63,218		66,758
	Other Interest			2,075		868		4,060		(2,708)
		Interest Expense		33,771		34,298		67,278		64,050
Other Income, Net				447		2,058		5,747		6,663
Income Before Income Tax Expense				7,057		82,559		90,714		183,395
Income Tax Expense				124		29,924		29,796		66,423
Net Income			$	6,933	$	52,635	$	60,918	$	116,972

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 June 30,				Six Months Ended June 30,
(Thousands of Dollars)		2012		2011		2012		2011

Net Income		$	6,933	$	52,635	$	60,918	$	116,972
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments		111		111		222		222
	Changes in Unrealized Gains on Other Securities		5		5		6		5
Other Comprehensive Income, Net of Tax			116		116		228		227
Comprehensive Income		$	7,049	$	52,751	$	61,146	$	117,199

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)


			Six Months Ended June 30,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	60,918	$	116,972
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		743		2,252
		Depreciation		82,588		77,917
		Deferred Income Taxes		30,874		60,425
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		12,030		9,868
		Regulatory (Under)/Over Recoveries, Net		(19,596)		24,852
		Amortization of Regulatory Assets, Net		11,257		32,339
		Other		(12,821)		(17,752)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		38,253		34,192
		Materials and Supplies		(2,457)		(11,761)
		Taxes Receivable/Accrued, Net		39,985		31,797
		Accounts Payable		(170,151)		(12,078)
		Other Current Assets and Liabilities, Net		(24,122)		9,968
Net Cash Flows Provided by Operating Activities				47,501		358,991

Investing Activities:
	Investments in Property, Plant and Equipment			(220,712)		(201,966)
	Increase in NU Money Pool Lending			-		(24,125)
	Proceeds from Sale of Assets			-		46,841
	Other Investing Activities			3,460		(6,489)
Net Cash Flows Used in Investing Activities				(217,252)		(185,739)

Financing Activities:
	Cash Dividends on Common Stock			(66,991)		(168,744)
	Cash Dividends on Preferred Stock			(2,779)		(2,779)
	Increase in Short-Term Debt			299,000		-
	Decrease in NU Money Pool Borrowings			(53,525)		(6,225)
	Other Financing Activities			(1,432)		(188)
Net Cash Flows Provided by/(Used in) Financing Activities				174,273		(177,936)
Net Increase/(Decrease) in Cash				4,522		(4,684)
Cash - Beginning of Period				1		9,762
Cash - End of Period			$	4,523	$	5,078


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


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	9,044	$	9,373
	Receivables, Net		211,388		232,828
	Accounts Receivable from Affiliated Companies		48,254		389,652
	Unbilled Revenues		53,409		40,380
	Taxes Receivable		35,642		5,664
	Regulatory Assets		326,630		323,871
	Prepayments and Other Current Assets		21,588		31,470
Total Current Assets			705,955		1,033,238

Property, Plant and Equipment, Net			4,555,454		4,447,258

Deferred Debits and Other Assets:
	Regulatory Assets		1,594,571		1,680,595
	Other Long-Term Assets		75,516		78,273
Total Deferred Debits and Other Assets			1,670,087		1,758,868



Total Assets		$	6,931,496	$	7,239,364



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


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

			June 30,		December 31,
(Thousands of Dollars)			2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks		$	344,500	$	141,500
	Long-Term Debt - Current Portion			401,513		400,688
	Accounts Payable			114,308		150,581
	Accounts Payable to Affiliated Companies			146,858		514,377
	Accumulated Deferred Income Taxes - Current Portion			94,398		101,819
	Regulatory Liabilities			52,636		41,579
	Other Current Liabilities			103,606		103,634
Total Current Liabilities				1,257,819		1,454,178

Rate Reduction Bonds				84,312		127,860

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,300,332		1,310,180
	Regulatory Liabilities			253,766		239,858
	Accrued Pension			385,235		357,685
	Payable to Affiliated Companies			70,569		75,905
	Other Long-Term Liabilities			189,803		195,606
Total Deferred Credits and Other Liabilities				2,199,705		2,179,234

Capitalization:
	Long-Term Debt			1,201,871		1,203,344

Preferred Stock Not Subject to Mandatory Redemption				43,000		43,000

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		992,625		992,625
		Retained Earnings		1,152,164		1,239,123
	Common Stockholder's Equity			2,144,789		2,231,748
Total Capitalization				3,389,660		3,478,092



Total Liabilities and Capitalization			$	6,931,496	$	7,239,364


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


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of Dollars)			2012		2011		2012		2011

Operating Revenues			$	534,626	$	552,346	$	1,091,102	$	1,129,821

Operating Expenses:
	Purchased Power and Transmission			180,502		212,055		399,512		455,062
	Operations and Maintenance			109,038		87,823		257,218		185,053
	Depreciation			42,669		41,637		85,198		83,157
	Amortization of Regulatory Assets, Net			22,144		13,407		46,024		29,669
	Amortization of Rate Reduction Bonds			22,581		22,581		45,161		45,161
	Energy Efficiency Programs			35,487		32,865		82,391		72,956
	Taxes Other Than Income Taxes			28,308		26,423		59,169		55,489
		Total Operating Expenses		440,729		436,791		974,673		926,547
Operating Income				93,897		115,555		116,429		203,274

Interest Expense:
	Interest on Long-Term Debt			22,279		22,583		44,567		45,176
	Interest on Rate Reduction Bonds			927		1,839		2,253		4,053
	Other Interest			(5,597)		(8,082)		(11,433)		(15,329)
		Interest Expense		17,609		16,340		35,387		33,900
Other Income, Net				6		910		1,227		1,719
Income Before Income Tax Expense				76,294		100,125		82,269		171,093
Income Tax Expense				30,812		39,471		32,847		67,546
Net Income			$	45,482	$	60,654	$	49,422	$	103,547

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


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			Six Months Ended June 30,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	49,422	$	103,547
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		46,726		8,284
		Depreciation		85,198		83,157
		Deferred Income Taxes		(17,069)		3,413
		Pension, SERP and PBOP Expense, Net of Pension and PBOP Contributions		16,822		(31,298)
		Regulatory Overrecoveries, Net		16,371		70,319
		Amortization of Regulatory Assets, Net		46,024		29,669
		Amortization of Rate Reduction Bonds		45,161		45,161
		Other		(24,559)		8,807
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(19,555)		(33,830)
		Materials and Supplies		10,387		(4,673)
		Taxes Receivable/Accrued, Net		(29,978)		174,103
		Accounts Payable		(64,317)		(100,840)
		Other Current Assets and Liabilities, Net		(1,222)		4,125
Net Cash Flows Provided by Operating Activities				159,411		359,944

Investing Activities:
	Investments in Property, Plant and Equipment			(189,229)		(156,842)
	Other Investing Activities			7,242		20,641
Net Cash Flows Used in Investing Activities				(181,987)		(136,201)

Financing Activities:
	Cash Dividends on Common Stock			(135,400)		(113,300)
	Cash Dividends on Preferred Stock			(980)		(980)
	Increase/(Decrease) in Short-Term Debt			203,000		(64,500)
	Retirements of Long-Term Debt			(825)		(825)
	Retirements of Rate Reduction Bonds			(43,548)		(43,581)
Net Cash Flows Provided by/(Used in) Financing Activities				22,247		(223,186)
Net (Decrease)/Increase in Cash and Cash Equivalents				(329)		557
Cash and Cash Equivalents - Beginning of Period				9,373		8,964
Cash and Cash Equivalents - End of Period			$	9,044	$	9,521


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)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash	$	203	$	56
	Receivables, Net		83,335		87,545
	Accounts Receivable from Affiliated Companies		616		1,294
	Notes Receivable from Affiliated Companies		-		55,900
	Unbilled Revenues		43,630		45,403
	Fuel, Materials and Supplies		102,948		124,744
	Regulatory Assets		28,912		34,178
	Prepayments and Other Current Assets		37,235		35,261
Total Current Assets			296,879		384,381

Property, Plant and Equipment, Net			2,315,954		2,256,688

Deferred Debits and Other Assets:
	Regulatory Assets		347,498		393,941
	Other Long-Term Assets		76,466		81,531
Total Deferred Debits and Other Assets			423,964		475,472



Total Assets		$	3,036,797	$	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)

			June 30,		December 31,
(Thousands of Dollars)			2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks		$	65,000	$	-
	Notes Payable to Affiliated Companies			13,500		-
	Accounts Payable			69,792		106,377
	Accounts Payable to Affiliated Companies			16,532		18,895
	Accrued Interest			9,517		9,670
	Regulatory Liabilities			23,121		24,500
	Other Current Liabilities			29,365		36,497
Total Current Liabilities				226,827		195,939

Rate Reduction Bonds				57,742		85,368

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			410,763		392,712
	Regulatory Liabilities			53,272		54,415
	Accrued Pension, SERP and PBOP			168,428		258,718
	Other Long-Term Liabilities			58,895		53,304
Total Deferred Credits and Other Liabilities				691,358		759,149

Capitalization:
	Long-Term Debt			997,827		997,722

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		700,658		700,285
		Retained Earnings		372,621		388,910
		Accumulated Other Comprehensive Loss		(10,236)		(10,832)
	Common Stockholder's Equity			1,063,043		1,078,363
Total Capitalization				2,060,870		2,076,085



Total Liabilities and Capitalization			$	3,036,797	$	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 June 30,				Six Months Ended June 30,
(Thousands of Dollars)			2012		2011		2012		2011

Operating Revenues			$	255,105	$	240,191	$	498,102	$	509,661

Operating Expenses:
	Purchased Power, Fuel and Transmission			82,116		74,372		163,165		169,375
	Operations and Maintenance			68,435		76,281		133,413		140,469
	Depreciation			21,811		18,122		43,018		36,030
	Amortization of Regulatory Assets, Net			2,798		2,465		177		18,032
	Amortization of Rate Reduction Bonds			13,814		13,004		27,743		26,139
	Energy Efficiency Programs			3,213		2,774		6,794		5,840
	Taxes Other Than Income Taxes			15,872		15,234		31,360		28,902
		Total Operating Expenses		208,059		202,252		405,670		424,787
Operating Income				47,046		37,939		92,432		84,874

Interest Expense:
	Interest on Long-Term Debt			11,539		8,317		23,103		16,941
	Interest on Rate Reduction Bonds			786		1,676		1,802		3,570
	Other Interest			460		408		692		346
		Interest Expense		12,785		10,401		25,597		20,857
Other Income, Net				549		4,361		2,590		8,820
Income Before Income Tax Expense				34,810		31,899		69,425		72,837
Income Tax Expense				13,578		10,234		26,931		23,708
Net Income			$	21,232	$	21,665	$	42,494	$	49,129

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 June 30,				Six Months Ended June 30,
(Thousands of Dollars)			2012		2011		2012		2011

Net Income			$	21,232	$	21,665	$	42,494	$	49,129
Other Comprehensive Income/(Loss), Net of Tax:
	Qualified Cash Flow Hedging Instruments			291		(3,998)		581		(3,072)
	Changes in Unrealized Gains on Other Securities			9		8		11		8
	Change in Funded Status of Pension, SERP and PBOP
		Benefit Plans		4		-		4		-
Other Comprehensive Income/(Loss), Net of Tax				304		(3,990)		596		(3,064)
Comprehensive Income			$	21,536	$	17,675	$	43,090	$	46,065

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)


			Six Months Ended June 30,
(Thousands of Dollars)			2012		2011

Operating Activities:
	Net Income		$	42,494	$	49,129
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		3,378		3,303
		Depreciation		43,018		36,030
		Deferred Income Taxes		17,885		20,773
		Pension, SERP and PBOP Expense		13,168		14,406
		Pension and PBOP Contributions		(91,990)		(18,469)
		Regulatory Overrecoveries, Net		3,625		726
		Amortization of Regulatory Assets, Net		177		18,032
		Amortization of Rate Reduction Bonds		27,743		26,139
		Other		13,165		(2,545)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		3,283		12,844
		Fuel, Materials and Supplies		17,365		11,915
		Taxes Receivable/Accrued, Net		(3,776)		9,767
		Accounts Payable		(14,171)		(8,611)
		Other Current Assets and Liabilities, Net		(5,231)		(16,885)
Net Cash Flows Provided by Operating Activities				70,133		156,554

Investing Activities:
	Investments in Property, Plant and Equipment			(120,792)		(111,459)
	Decrease in NU Money Pool Lending			55,900		-
	Other Investing Activities			3,045		1,928
Net Cash Flows Used in Investing Activities				(61,847)		(109,531)

Financing Activities:
	Cash Dividends on Common Stock			(58,783)		(29,414)
	Increase/(Decrease) in Short-Term Debt			65,000		(8,000)
	Issuance of Long-Term Debt			-		122,000
	Retirements of Long-Term Debt			-		(119,800)
	Increase/(Decrease) in NU Money Pool Borrowings			13,500		(4,100)
	Capital Contributions from NU Parent			-		20,000
	Retirements of Rate Reduction Bonds			(27,626)		(26,052)
	Other Financing Activities			(230)		(1,803)
Net Cash Flows Used in Financing Activities				(8,139)		(47,169)
Net Increase/(Decrease) in Cash				147		(146)
Cash - Beginning of Period				56		2,559
Cash - End of Period			$	203	$	2,413


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)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

ASSETS

Current Assets:
	Cash	$	1	$	1
	Receivables, Net		42,580		42,757
	Accounts Receivable from Affiliated Companies		82		633
	Notes Receivable from Affiliated Companies		-		11,000
	Unbilled Revenues		15,440		16,277
	Regulatory Assets		40,587		35,520
	Marketable Securities		18,461		26,335
	Prepayments and Other Current Assets		8,057		8,719
Total Current Assets			125,208		141,242

Property, Plant and Equipment, Net			1,216,370		1,077,833

Deferred Debits and Other Assets:
	Regulatory Assets		232,001		233,247
	Marketable Securities		39,032		30,794
	Other Long-Term Assets		20,902		19,777
Total Deferred Debits and Other Assets			291,935		283,818



Total Assets		$	1,633,513	$	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)

		June 30,		December 31,
(Thousands of Dollars)		2012		2011

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Banks	$	110,000	$	-
	Notes Payable to Affiliated Companies		5,400		-
	Accounts Payable		109,164		111,566
	Accounts Payable to Affiliated Companies		8,463		10,626
	Regulatory Liabilities		19,400		33,056
	Other Current Liabilities		27,033		20,755
Total Current Liabilities			279,460		176,003

Rate Reduction Bonds			18,079		26,892

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes