8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 1, 2014 (May 1, 2014)

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 number:  (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
1-2301	NSTAR ELECTRIC COMPANY (a Massachusetts corporation) 800 Boylston Street Boston, Massachusetts 02199 Telephone number:  (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 number:  (413) 785-5871	04-1961130

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2.

Financial Information

Item 2.02.

Results of Operations and Financial Conditions.

On May 1, 2014, Northeast Utilities issued a news release announcing its unaudited results of operations for the three months ended March 31, 2014, and related financial information for certain of its subsidiaries as of and for the same period.  A copy of the news release and related unaudited financial reports are attached as Exhibits 99.1 and 99.2, and are incorporated herein by reference thereto.  

The information contained in this report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Northeast Utilities or any subsidiary thereof under the Securities Act of 1933, as amended, unless specified otherwise.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.  

Exhibit Number	Description
99.1	News Release of Northeast Utilities dated May 1, 2014.
99.2	Financial Report for the three months ended March 31, 2014.

[The remainder of this page left blank intentionally.]

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	NORTHEAST UTILITIES THE CONNECTICUT LIGHT AND POWER COMPANY NSTAR ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE WESTERN MASSACHUSETTS ELECTRIC COMPANY (Registrants)
May 1, 2014	By: /S/ JAY S. BUTH Jay S. Buth Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release of Northeast Utilities dated May 1, 2014.
99.2	Financial Report for the three months ended March 31, 2014.

EX-99

Exhibit 99.1

News Release  

NU Reports First Quarter 2014 Results

(HARTFORD, Conn. and BOSTON, Mass. – May 1, 2014)  Northeast Utilities (NYSE: NU) today reported first quarter 2014 earnings of $236 million, or $0.74 per share, compared with earnings of

$228.1 million, or $0.72 per share, in the first quarter of 2013.  Excluding integration costs of

$5.8 million in 2014 and $1.8 million in 2013, NU earned $241.8 million, or $0.76 per share, in the first quarter of 2014, compared with earnings of $229.9 million, or $0.73 per share, in the first quarter of 2013.

Thomas J. May, NU chairman, president and chief executive officer, said, “These financial results are consistent with our previously announced recurring earnings guidance of between $2.60 and $2.75 per share for this year and represent a strong start to 2014.”

Also today, the NU Board of Trustees declared a regular quarterly dividend of $0.3925 per share, payable June 30, 2014 to shareholders of record as of May 30, 2014.

Electric Distribution and Generation

NU’s electric distribution and generation segment earned $112.2 million in the first quarter of 2014, compared with earnings of $99.5 million in the first quarter of 2013.  Improved results primarily reflect colder weather in the first quarter of 2014, compared with the same period of 2013.  First quarter 2014 heating degree days in Boston and Hartford averaged approximately 14 percent higher than 2013 levels and 12 percent above normal.  As a result, NU’s retail electric sales in the first quarter of 2014 were 4 percent higher than 2013 levels.  They were 1.3 percent higher on a weather adjusted basis.

Electric Transmission

NU’s transmission segment earned $74.9 million in the first quarter of 2014, compared with $79.9 million in the first quarter of 2013.  Lower transmission earnings were due primarily to a higher effective tax rate in the first quarter of 2014.  A state tax settlement last year resulted in a lower effective tax rate at both The Connecticut Light and Power Company (CL&P) and NU parent in the first quarter of 2013, compared with the same period of 2014.

Earnings of Electric Utility Subsidiaries (net of preferred dividends)

CL&P earned $77.9 million in the first quarter of 2014, compared with earnings of $83.6 million in the first quarter of 2013.  Results reflect a higher effective tax rate in the first quarter of 2014 due to the impact last year of the previously mentioned 2013 tax settlement.  The higher tax rate was partially offset by a

4.7 percent increase in retail sales in the first quarter of 2014, compared with the first quarter of 2013.

NSTAR Electric earned $57.6 million in the first quarter of 2014, compared with earnings of $47.6 million in the first quarter of 2013.  Improved results were due in part to a 3.2 percent increase in retail sales in the first quarter of 2014, compared with the first quarter of 2013, and higher transmission earnings.

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Public Service Company of New Hampshire earned $32.6 million in the first quarter of 2014, compared with earnings of $29 million in the first quarter of 2013.  Improved results reflect a 4.2 percent increase in retail sales in the first quarter of 2014, compared with the first quarter of 2013.

Western Massachusetts Electric Company earned $18.1 million in the first quarter of 2014, compared with earnings of $18.6 million in the first quarter of 2013.  

Natural Gas Distribution

NU’s natural gas distribution segment, which includes both Yankee Gas Services Company and NSTAR Gas Company, earned $52.1 million in the first quarter of 2014, compared with earnings of $43.3 million in the first quarter of 2013.  Improved results primarily reflect much colder weather in 2014, which increased firm natural gas sales.  NU’s firm natural gas sales were 15.5 percent higher in the first quarter of 2014 as compared to the first quarter of 2013.  They rose 3.6 percent on a weather-adjusted basis.

NU parent and other companies

NU parent and other companies earned $2.6 million in the first quarter of 2014, excluding $5.8 million of integration-related expenses, compared with earnings of $7.2 million in the first quarter of 2013, excluding $1.8 million of integration-related expenses.  The results primarily reflect a higher effective tax rate in the first quarter of 2014 due to the impact last year of the 2013 tax settlement.  The following table reconciles earnings per share for the first quarters of 2014 and 2013.

		First Quarter
2013	Reported EPS	$0.72
	Higher electric sales in 2014	$0.03
	Higher firm natural gas sales in 2014	$0.04
	Lower non-tracked O&M in 2014	$0.02
	Higher property tax, depreciation expense in 2014	($0.02)
	Lower transmission earnings in 2014	($0.02)
	Lower NU parent and other in 2014, ex. integration expenses	($0.01)
	Other	($0.01)
	Higher integration costs in 2014	($0.01)
2014	Reported EPS	$0.74

Financial results for the first quarters of 2014 and 2013 for NU’s business segments and NU parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2014	March 31, 2013	Increase/ (Decrease)	2014 EPS1
Electric Distribution/Generation	$112.2	$99.5	$12.7	$0.35
Natural Gas Distribution	$52.1	$43.3	$8.8	$0.16
Electric Transmission	$74.9	$79.9	($5.0)	$0.24
NU Parent and Other Companies, ex. integration expenses	$2.6	$7.2	($4.6)	$0.01
Earnings, ex. integration expenses	$241.8	$229.9	$11.9	$0.76
Integration expenses	($5.8)	($1.8)	($4.0)	($0.02)
Reported Earnings	$236.0	$228.1	$7.9	$0.74

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Retail sales data:

	March 31, 2014	March 31, 2013	% Change    Actual	% Change Weather Norm.
Electric distribution
Gwh for three months ended	14,348	13,796	4.0%	1.3%
Natural Gas Distribution
Firm volumes in mmcf for three months ended	45,550	39,422	15.5%	3.6%

NU has approximately 316 million common shares outstanding.  It operates New England’s largest energy delivery system, serving approximately 3.6 million customers in Connecticut, Massachusetts and New Hampshire.

CONTACT:

Jeffrey R. Kotkin

(860) 665-5154

# # # #

Note:  NU will webcast a conference call with senior management on May 2, 2014, beginning at 9 a.m. Eastern Time.  The webcast can be accessed through NU’s website at www.nu.com.

¹ All per share amounts in this news release are reported on a diluted basis.  The only common equity securities that are publicly traded are common shares of NU parent.  The earnings and EPS of each business do not represent a direct legal interest in the assets and liabilities allocated to such business, but rather represent a direct interest in NU's assets and liabilities as a whole.  EPS by business is a non-GAAP (not determined using generally accepted

accounting principles) measure that is calculated by dividing the net income or loss attributable to controlling interests of each business by the weighted average diluted NU parent common shares outstanding for the period.  In addition, first quarter 2014 and 2013 earnings and EPS excluding certain integration expenses related to the April 10, 2012 closing of the merger between NU and NSTAR are non-GAAP financial measures.  Management uses these non-GAAP financial measures to evaluate earnings results and to provide details of earnings results by business and to more fully compare and explain our first quarter 2014 and 2013 results without including the impact of the non-recurring integration costs.  Management believes that this measurement is useful to investors to evaluate the actual and projected financial performance and contribution of NU’s businesses.  Non-GAAP financial measures should not be considered as alternatives to NU consolidated net income attributable to controlling interests or EPS determined in accordance with GAAP as indicators of NU’s operating performance.

This news release includes statements concerning NU’s expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts.  These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  In some cases, readers can identify these forward-looking statements through the use of words or phrases such as “estimate, “expect,” “anticipate,” “intend,” “plan,” “project,” “believe,” “forecast,” “should,” “could,” and other similar expressions.  Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements.  

Factors that may cause actual results to differ materially from those included in the forward-looking statements include, but are not limited to, cyber breaches, acts of war or terrorism, or grid disturbances; actions or inaction of local, state and federal regulatory and taxing bodies; changes in business and economic conditions, including their impact on interest rates, bad debt expense and demand for NU’s products and services; fluctuations in weather patterns; changes in laws, regulations or regulatory policy; changes in levels or timing of capital expenditures; disruptions in the capital markets or other events that make NU’s access to necessary capital more difficult or costly; developments in legal or public policy doctrines; technological developments; changes in accounting standards and financial reporting regulations; actions of rating agencies; and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in NU’s reports filed with the Securities and Exchange Commission.  Any forward-looking statement speaks only as of the date on which such statement is made, and NU undertakes no obligation to update the information contained in any forward-looking statements to reflect

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developments or circumstances occurring after the statement is made or to reflect the occurrence of unanticipated events.

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EX-99

Exhibit 99.2

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		March 31,		December 31,
(Thousands of Dollars)		2014		2013
ASSETS
Current Assets:
	Cash and Cash Equivalents	$	89,150	$	43,364
	Receivables, Net		980,033		765,391
	Unbilled Revenues		202,867		224,982
	Fuel, Materials and Supplies		228,192		303,233
	Regulatory Assets		573,028		535,791
	Prepayments and Other Current Assets		292,539		214,288
Total Current Assets			2,365,809		2,087,049
Property, Plant and Equipment, Net			17,713,027		17,576,186
Deferred Debits and Other Assets:
	Regulatory Assets		3,486,645		3,758,694
	Goodwill		3,519,401		3,519,401
	Marketable Securities		507,931		488,515
	Other Long-Term Assets		504,057		365,692
Total Deferred Debits and Other Assets			8,018,034		8,132,302
Total Assets		$	28,096,870	$	27,795,537
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus or intended for use in connection with any purchase or sale of securities.

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			March 31,		December 31,
(Thousands of Dollars)			2014		2013
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	571,147	$	1,093,000
	Long-Term Debt - Current Portion			530,533		533,346
	Accounts Payable			711,594		742,251
	Regulatory Liabilities			263,754		204,278
	Other Current Liabilities			713,116		702,776
Total Current Liabilities				2,790,144		3,275,651
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			4,209,969		4,029,026
	Regulatory Liabilities			591,468		502,984
	Derivative Liabilities			546,387		624,050
	Accrued Pension, SERP and PBOP			890,019		896,844
	Other Long-Term Liabilities			871,050		923,053
Total Deferred Credits and Other Liabilities				7,108,893		6,975,957
Capitalization:
	Long-Term Debt			8,318,332		7,776,833
	Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568
	Equity:
	Common Shareholders' Equity:
		Common Shares		1,666,580		1,665,351
		Capital Surplus, Paid In		6,185,027		6,192,765
		Retained Earnings		2,237,710		2,125,980
		Accumulated Other Comprehensive Loss		(44,321)		(46,031)
		Treasury Stock		(321,063)		(326,537)
	Common Shareholders' Equity			9,723,933		9,611,528
Total Capitalization				18,197,833		17,543,929
Total Liabilities and Capitalization			$	28,096,870	$	27,795,537
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus or intended for use in connection with any purchase or sale of securities.

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
				For the Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)				2014		2013
Operating Revenues				$	2,290,590	$	1,995,023
Operating Expenses:
	Purchased Power, Fuel and Transmission				978,150		747,809
	Operations and Maintenance				351,688		346,092
	Depreciation				150,807		154,977
	Amortization of Regulatory Assets, Net				57,898		54,049
	Amortization of Rate Reduction Bonds				-		34,499
	Energy Efficiency Programs				138,825		105,771
	Taxes Other Than Income Taxes				145,533		132,881
			Total Operating Expenses		1,822,901		1,576,078
Operating Income					467,689		418,945
Interest Expense:
	Interest on Long-Term Debt				87,377		85,906
	Other Interest				2,598		(9,651)
		Interest Expense			89,975		76,255
Other Income, Net					1,667		7,765
Income Before Income Tax Expense					379,381		350,455
Income Tax Expense					141,545		120,487
Net Income					237,836		229,968
Net Income Attributable to Noncontrolling Interests					1,879		1,879
Net Income Attributable to Controlling Interest				$	235,957	$	228,089
Basic Earnings Per Common Share				$	0.75	$	0.72
Diluted Earnings Per Common Share				$	0.74	$	0.72
Dividends Declared Per Common Share				$	0.39	$	0.37
Weighted Average Common Shares Outstanding:
	Basic				315,534,512		315,129,782
	Diluted				316,892,119		316,002,538
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus or intended for use in connection with any purchase or sale of securities.

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			For the Three Months Ended March 31,
(Thousands of Dollars)			2014		2013
Operating Activities:
	Net Income		$	237,836	$	229,968
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		150,807		154,977
		Deferred Income Taxes		137,417		168,938
		Pension, SERP and PBOP Expense		24,995		53,102
		Pension and PBOP Contributions		(6,622)		(47,048)
		Regulatory Overrecoveries, Net		872		39,218
		Amortization of Regulatory Assets, Net		57,898		54,049
		Amortization of Rate Reduction Bonds		-		34,499
		Proceeds from DOE Damages Claim		163,300		77,936
		Deferred DOE Proceeds		(163,300)		-
		Other		(7,574)		(51,106)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(182,221)		(129,431)
		Fuel, Materials and Supplies		75,041		28,487
		Taxes Receivable/Accrued, Net		(59,840)		(21,295)
		Accounts Payable		53,905		(86,916)
		Other Current Assets and Liabilities, Net		11,282		(32,235)
Net Cash Flows Provided by Operating Activities				493,796		473,143
Investing Activities:
	Investments in Property, Plant and Equipment			(348,691)		(388,950)
	Proceeds from Sales of Marketable Securities			128,505		98,070
	Purchases of Marketable Securities			(132,605)		(184,030)
	Other Investing Activities			1,637		27,997
Net Cash Flows Used in Investing Activities				(351,154)		(446,913)
Financing Activities:
	Cash Dividends on Common Shares			(118,460)		(116,431)
	Cash Dividends on Preferred Stock			(1,879)		(1,879)
	Decrease in Short-Term Debt			(299,500)		(228,000)
	Issuance of Long-Term Debt			400,000		400,000
	Retirements of Long-Term Debt			(75,000)		-
	Retirements of Rate Reduction Bonds			-		(62,529)
	Other Financing Activities			(2,017)		(2,322)
Net Cash Flows Used in Financing Activities				(96,856)		(11,161)
Net Increase in Cash and Cash Equivalents				45,786		15,069
Cash and Cash Equivalents - Beginning of Period				43,364		45,748
Cash and Cash Equivalents - End of Period			$	89,150	$	60,817
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation, prospectus or intended for use in connection with any purchase or sale of securities.