ֳ

Rating Action Commentary

ֳ Assigns ST IDR and Commercial Paper Rating to Northeast Utilities

Wed 18 Jul, 2012 - 5:50 PM ET

ֳ-New York-18 July 2012: ֳ has assigned a Short-term Issuer Default Rating (IDR) and a Commercial Paper Rating of 'F2' to Northeast Utilities' (NU) new $1.15 billion Commercial Paper Program. ֳ's existing Issuer Default Rating (IDR) of Northeast Utilities' is 'BBB+' with a Stable Outlook.

Key Rating Drivers:

--Low-risk business profile with virtually all cash flows derived from regulated transmission and electric and gas distribution;

--Diversity of cash flows with six regulated utility subsidiaries in three state jurisdictions;

--Relatively low parent level debt;

--Sizeable consolidated capital investment plan focused primarily on transmission;

--Ability to manage costs throughout respective distribution rate freeze periods effective in Massachusetts and Connecticut, and achieving expected cost synergies post-merger;

--Uncertain ultimate cost recovery from Tropical Storm Irene and the October 2011 snowstorm.

Rating Rationale:

The rating reflects the greater financial flexibility and improved capability of NU, post-merger with NSTAR, to fund the substantial capital investment, particularly for electric transmission projects, planned over the next three years. ֳ expects management to effectively utilize synergies achieved through the merger, as well as effective cost management over the respective distribution rate freeze periods to stabilize credit metrics. ֳ forecasts key performance metrics of EBITDA-to-interest and funds from operations (FFO)-to-debt above 5.0x and 17.0%, respectively through 2014.

For more information, please see ֳ's RAC 'ֳ Takes Various Rating Actions on Northeast Utilities & NSTAR Merger' dated April 10, 2012, available at .

Credit Facility Update:

NU's consolidated liquidity position is sufficient relative to funding needs, and includes $1.9 billion in consolidated borrowing capacity. The company is currently replacing a combined $1.15 billion in borrowing capacity with a new $1.15 billion five-year bank credit facility at NU, which will expire in July 2017. The balance of consolidated borrowing capacity includes a $450 million bank credit facility at NSTAR Electric (IDR 'A', Stable Outlook), which is currently being re-financed for a five-year tenor to expire in 2017; and a $300 million five-year bank credit facility at Connecticut Light & Power Co. (IDR 'BBB+', Stable Outlook), which will expire in March 2017.

When the new $1.15 billion NU bank credit facility closes, the company will terminate the $500 million NU bank credit facility (expires September 2013); the $400 million joint operating company bank credit facility (expires September 2013); and the $175 million NSTAR LLC (IDR 'BBB+', Stable Outlook) bank credit facility (expires December 2012). The $75 million NSTAR Gas (IDR 'A-', Stable Outlook) bank credit facility expired June 2012. The new $1.15 billion NU bank credit facility will back-up a new $1.15 billion commercial paper program.

What Could Trigger a Positive Rating Action

--No upgrade potential at this time - Utility distribution rate-freeze periods in Massachusetts and
Connecticut, and uncertainty related to ultimate storm cost recovery limit positive rating action at this time.

What Could Trigger a Negative Rating Action

--An inability to achieve cost synergy targets, together with potential for higher costs throughout distribution rate-freeze periods could pressure financial metrics to levels below ֳ guidelines for the current rating category, such as normalized EBITDA-to-interest at or below 4.5x.

Primary Analyst
Lindsay Minneman
Associate Director
+1-212-908-0592
ֳ, Inc., One State Street Plaza, New York, NY 10004


Secondary Analyst
Rob Hornick
Senior Director
+1-212-908-0523


Committee Chairperson
Glen Grabelsky
Managing Director
+1-212-908-0577


Media Relations: Brian Bertsch, New York, Tel: +1 212-908-0549, Email: brian.bertsch@fitchratings.com.

Additional information is available at ''. The ratings above were solicited by, or on behalf of, the issuer, and therefore, ֳ has been compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--Corporate Rating Methodology, Aug. 12, 2011;
--Recovery Ratings and Notching Criteria for Utilities, May 3, 2012;
--Parent and Subsidiary Rating Linkage, Aug. 12, 2011.

Applicable Criteria and Related Research:




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