8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 6, 2014 (November 6, 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) 300 Cadwell Drive Springfield, Massachusetts 01104 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) 300 Cadwell Drive Springfield, Massachusetts 01104 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 Condition.

On November 6, 2014, Northeast Utilities issued a news release announcing its unaudited results of operations for the third quarter and the nine months ended September 30, 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 November 6, 2014.
99.2	Financial Report for the three and nine months ended September 30, 2014.

[The remainder of this page left blank intentionally.]

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SIGNATURE

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

	NORTHEAST UTILITIES THE CONNECTICUT LIGHT AND POWER COMPANY NSTAR ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE WESTERN MASSACHUSETTS ELECTRIC COMPANY (Registrants)
November 6, 2014	/s/ JAY S. BUTH Jay S. Buth Vice President, Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	News Release of Northeast Utilities dated November 6, 2014.
99.2	Financial Report for the three and nine months ended September 30, 2014.

EX-99

EXHIBIT 99.1

56 Prospect St., Hartford, Connecticut 06103-2818 800 Boylston St., Boston, Massachusetts 02199

News Release  

NU Reports Third Quarter Results

BOSTON, Mass. and HARTFORD, Conn. (November 6, 2014) – Northeast Utilities (NYSE: NU) today reported earnings of $234.6 million, or $0.74 per share in the third quarter of 2014, compared with earnings of $209.5 million, or $0.66 per share, in the third quarter of 2013.

Third quarter 2014 results included after-tax integration charges of $3 million, or $0.01 per share, compared with integration charges of approximately $7 million, or $0.03 per share, in the third quarter of 2013.  Excluding those charges, NU earned $237.6 million, or $0.75 per share, in the third quarter of 2014, compared with earnings of $216.5 million, or $0.69 per share, in the third quarter of 2013.  

In the first nine months of 2014, NU earned $597.9 million, or $1.89 per share, compared with earnings of $608.6 million, or $1.93 per share, in the first nine months of 2013.  Excluding integration costs of
$13.4 million in the first nine months of 2014 and $10.6 million in the first nine months of 2013, NU earned $611.3 million, or $1.93 per share, in the first nine months of 2014, compared with $619.2 million, or $1.96 per share, in the first nine months of 2013.  

Thomas J. May, NU chairman, president and chief executive officer, said NU continues to improve its customer service, operations and financial results and remains highly focused on long-term investments to address the region’s energy supply challenges.  “We have two great partners joining us in remedying New England’s challenging energy supply situation,” May said.  “Our Northern Pass electric transmission project with Hydro-Quebec and Access Northeast natural gas pipeline project with Spectra Energy represent about $4.5 billion of investment to provide New Englanders with access to cleaner, cheaper and more reliable energy.”

Also today, NU affirmed its 2014 earnings guidance of $2.60 to $2.70 per share.  

Electric Transmission

NU’s transmission segment earned $88.1 million in the third quarter of 2014 and $206.8 million in the first nine months of 2014, compared with earnings of $58.6 million in the third quarter of 2013 and
$215.4 million in the first nine months of 2013.  Both year-to-date 2014 results and third-quarter 2013 results reflect after-tax charges related to a proceeding before the Federal Energy Regulatory Commission regarding the base return on equity authorized for owners of New England electric transmission assets.  As a result of rulings made in that proceeding, NU recorded after-tax charges of $32.1 million in the second quarter of 2014 and $14.3 million in the third quarter of 2013.  These charges largely relate to reserves for prior period refunds dating back to 2011.  Excluding those charges, NU transmission earnings grew in the third quarter of 2014 due primarily to the company’s increased investment in its electric transmission system.

Electric Distribution and Generation

NU’s electric distribution and generation segment earned $153.4 million in the third quarter of 2014 and

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$349.1 million in the first nine months of 2014, compared with earnings of $156.9 million in the third quarter of 2013 and $347.5 million in the first nine months of 2013.  Lower third-quarter earnings resulted in part from a 4.5 percent decrease in electric sales from the third quarter of 2013, primarily due to much milder summer weather.

Earnings of Electric Utility Subsidiaries (net of preferred dividends)

The Connecticut Light and Power Company (CL&P) earned $82.5 million in the third quarter of 2014 and $196.4 million in the first nine months of 2014, compared with earnings of $64.9 million in the third quarter of 2013 and $215 million in the first nine months of 2013.  Higher third quarter results primarily reflect the absence of a transmission reserve in the third quarter of 2014, partially offset by a 5.3 percent reduction in electric sales.  Lower year-to-date results in 2014 were due primarily to the second quarter transmission reserve and higher property tax and depreciation expenses, partially offset by lower operation and maintenance expense.

NSTAR Electric Company earned $115.1 million in the third quarter of 2014 and $232.3 million in the first nine months of 2014, compared with earnings of $106.5 million in the third quarter of 2013 and
$211.5 million in the first nine months of 2013.  Higher earnings were due primarily to lower operations and maintenance expense.

Public Service Company of New Hampshire earned $28.2 million in the third quarter of 2014 and $85 million in the first nine months of 2014, compared with earnings of $28.4 million in the third quarter of 2013 and $84.5 million in the first nine months of 2013.  

Western Massachusetts Electric Company earned $14.7 million in the third quarter of 2014 and $39.8 million in the first nine months of 2014, compared with earnings of $15 million in the third quarter of 2013 and $50 million in the first nine months of 2013.  Lower year-to-date results were due to lower transmission earnings as a result of the second quarter 2014 transmission reserve.   

Natural Gas Distribution

NU’s natural gas distribution segment, which includes both Yankee Gas Services Company and NSTAR Gas Company, lost $9.9 million in the third quarter of 2014, compared with a loss of $10.4 million in the third quarter of 2013.  During the first nine months of 2014, NU’s natural gas distribution segment earned
$44.2 million, compared with earnings of $34.1 million in the first nine months of 2013.  Higher third quarter and year-to-date results were due primarily to higher firm sales.  Year-to-date 2014 firm natural gas sales were up 10.5 percent from 2013 levels, mostly due to colder first quarter weather in 2014.  

NU Parent and Other Businesses

NU parent and other businesses earned $3 million in the third quarter of 2014, but lost $2.2 million in the first nine months of 2014, compared with earnings of $4.4 million in the third quarter of 2013 and
$11.6 million in the first nine months of 2013.  Excluding integration costs, NU parent and other businesses earned $6.0 million in the third quarter of 2014 and $11.2 million in the first nine months of 2014, compared with earnings of $11.4 million in the third quarter of 2013 and $22.2 million in the first nine months of 2013.  Lower results in 2014 were due primarily to a higher effective tax rate.

The following table reconciles 2014 and 2013 third quarter and first nine months earnings per share:

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		Third Quarter	First Nine Months
2013	Reported EPS	$0.66	$1.93
	2013 integration costs	$0.03	$0.03
	2013 EPS before merger and related    settlement costs	$0.69	$1.96
	Higher/(lower) transmission earnings in 2014	$0.10	($0.03)
	Higher/(lower) electric distribution revenues  in 2014	($0.02)	$0.00
	Higher firm natural gas sales in 2014	$0.01	$0.05
	Lower non-tracked O&M in 2014	$0.07	$0.10
	Higher property tax, depreciation in 2014	($0.02)	($0.04)
	Higher non-tracked interest expense in 2014	($0.01)	($0.03)
	Other, primarily higher effective tax rate in 2014	($0.07)	($0.08)
	2014 EPS before integration costs	$0.75	$1.93
	2014 integration costs	($0.01)	($0.04)
2014	Reported EPS	$0.74	$1.89

Earnings for the third quarter and first nine months 2014 and 2013 are noted below:

Three months ended:

(in millions, except EPS)	September 30,         2014	September 30,           2013	Increase/ (Decrease)	2014 EPS1
Electric Distribution/Generation	$153.4	$156.9	($3.5)	$0.48
Natural Gas Distribution	($9.9)	($10.4)	$0.5	($0.03)
Electric Transmission	$88.1	$58.6	$29.5	$0.28
NU Parent and Other Companies*	$6.0	$11.4	($5.4)	$0.02
Earnings, ex. integration costs	$237.6	$216.5	$21.1	$0.75
Integration, merger impacts	($3.0)	($7.0)	$4.0	($0.01)
Reported Earnings	$234.6	$209.5	$25.1	$0.74

Nine months ended:

(in millions, except EPS)	September 30,        2014	September 30,          2013	Increase/ (Decrease)	2014 EPS1
Electric Distribution/Generation	$349.1	$347.5	$1.6	$1.10
Natural Gas Distribution	$44.2	$34.1	$10.1	$0.14
Electric Transmission	$206.8	$215.4	($8.6)	$0.65
NU Parent and Other Companies*	$11.2	$22.2	($11.0)	$0.04
Earnings, ex. integration costs	$611.3	$619.2	($7.9)	$1.93
Integration, merger impacts	($13.4)	($10.6)	($2.8)	($0.04)
Reported Earnings	$597.9	$608.6	($10.7)	$1.89

* Excludes costs attributable to integration.

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Retail sales data:

	September 30, 2014	September 30, 2013	% Change    Actual
Electric Distribution
Gwh for three months ended	14,555	15,247	(4.5%)
Gwh for nine months ended	41,439	41,954	(1.2%)
Natural Gas Distribution
Firm volumes in mmcf for three months ended	10,200	10,155	0.4%
Firm volumes in mmcf for nine months ended**	71,645	64,815	10.5%

NU has approximately 317 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 November 7, 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, our third quarter and first nine months of 2014 and 2013 earnings and EPS excluding certain integration and merger charges 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 third quarter and first nine months of 2014 and 2013 results without including the impact of the non-recurring integration and merger-related 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

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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, the possibility that expected merger synergies will not be realized or will not be realized within the expected time period; 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 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)
		September 30,		December 31,
(Thousands of Dollars)		2014		2013
ASSETS
Current Assets:
	Cash and Cash Equivalents	$	41,706	$	43,364
	Receivables, Net		848,510		765,391
	Unbilled Revenues		181,284		224,982
	Fuel, Materials and Supplies		333,869		303,233
	Regulatory Assets		445,962		535,791
	Marketable Securities		114,722		92,427
	Prepayments and Other Current Assets		135,497		121,861
Total Current Assets			2,101,550		2,087,049
Property, Plant and Equipment, Net			18,254,610		17,576,186
Deferred Debits and Other Assets:
	Regulatory Assets		3,241,122		3,758,694
	Goodwill		3,519,401		3,519,401
	Marketable Securities		518,032		488,515
	Other Long-Term Assets		347,596		365,692
Total Deferred Debits and Other Assets			7,626,151		8,132,302
Total Assets		$	27,982,311	$	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)
			September 30,		December 31,
(Thousands of Dollars)			2014		2013
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	1,046,961	$	1,093,000
	Long-Term Debt - Current Portion			245,583		533,346
	Accounts Payable			608,639		742,251
	Regulatory Liabilities			398,985		204,278
	Other Current Liabilities			629,508		702,776
Total Current Liabilities				2,929,676		3,275,651
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			4,257,996		4,029,026
	Regulatory Liabilities			509,889		502,984
	Derivative Liabilities			420,931		624,050
	Accrued Pension, SERP and PBOP			787,550		896,844
	Other Long-Term Liabilities			863,164		923,053
Total Deferred Credits and Other Liabilities				6,839,530		6,975,957
Capitalization:
	Long-Term Debt			8,166,985		7,776,833
	Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568
	Equity:
	Common Shareholders' Equity:
		Common Shares		1,666,767		1,665,351
		Capital Surplus, Paid In		6,219,516		6,192,765
		Retained Earnings		2,351,421		2,125,980
		Accumulated Other Comprehensive Loss		(40,172)		(46,031)
		Treasury Stock		(306,980)		(326,537)
	Common Shareholders' Equity			9,890,552		9,611,528
Total Capitalization				18,213,105		17,543,929
Total Liabilities and Capitalization			$	27,982,311	$	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 September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars, Except Share Information)				2014		2013		2014		2013
Operating Revenues				$	1,892,532	$	1,892,590	$	5,860,736	$	5,523,475
Operating Expenses:
	Purchased Power, Fuel and Transmission				716,631		645,881		2,318,993		1,881,992
	Operations and Maintenance				344,092		386,700		1,069,015		1,089,960
	Depreciation				153,210		149,105		456,224		463,635
	Amortization of Regulatory Assets/(Liabilities), Net				(22,531)		70,046		31,826		178,668
	Amortization of Rate Reduction Bonds				-		-		-		42,581
	Energy Efficiency Programs				118,693		106,097		360,228		306,010
	Taxes Other Than Income Taxes				141,527		135,499		421,862		391,846
			Total Operating Expenses		1,451,622		1,493,328		4,658,148		4,354,692
Operating Income					440,910		399,262		1,202,588		1,168,783
Interest Expense:
	Interest on Long-Term Debt				85,208		84,911		260,076		256,205
	Other Interest				4,530		2,565		12,132		(5,622)
		Interest Expense			89,738		87,476		272,208		250,583
Other Income, Net					11,860		8,945		19,054		21,655
Income Before Income Tax Expense					363,032		320,731		949,434		939,855
Income Tax Expense					126,539		109,351		345,858		325,442
Net Income					236,493		211,380		603,576		614,413
Net Income Attributable to Noncontrolling Interests					1,879		1,879		5,639		5,803
Net Income Attributable to Controlling Interest				$	234,614	$	209,501	$	597,937	$	608,610
Basic and Diluted Earnings Per Common Share				$	0.74	$	0.66	$	1.89	$	1.93
Dividends Declared Per Common Share				$	0.39	$	0.37	$	1.18	$	1.10
Weighted Average Common Shares Outstanding:
	Basic				316,340,691		315,291,346		315,941,904		315,191,752
	Diluted				317,554,925		316,218,239		317,186,490		316,061,131

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 Nine Months Ended September 30,
(Thousands of Dollars)			2014		2013
Operating Activities:
	Net Income		$	603,576	$	614,413
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		456,224		463,635
		Deferred Income Taxes		64,755		334,225
		Pension, SERP and PBOP Expense		74,296		146,803
		Pension and PBOP Contributions		(74,681)		(338,301)
		Regulatory Over/(Under) Recoveries, Net		290,111		66,239
		Amortization of Regulatory Assets, Net		31,826		178,668
		Amortization of Rate Reduction Bonds		-		42,581
		Proceeds from DOE Damages Claim, Net		132,138		-
		Other		(17,096)		3,158
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(66,463)		(98,432)
		Fuel, Materials and Supplies		(27,147)		(13,134)
		Taxes Receivable/Accrued, Net		26,533		(28,609)
		Accounts Payable		(69,448)		(112,512)
		Other Current Assets and Liabilities, Net		(20,607)		(81,766)
Net Cash Flows Provided by Operating Activities				1,404,017		1,176,968
Investing Activities:
	Investments in Property, Plant and Equipment			(1,117,493)		(1,073,759)
	Proceeds from Sales of Marketable Securities			388,352		487,729
	Purchases of Marketable Securities			(389,406)		(541,070)
	Decrease in Special Deposits			-		69,259
	Other Investing Activities			(4,669)		(1,137)
Net Cash Flows Used in Investing Activities				(1,123,216)		(1,058,978)
Financing Activities:
	Cash Dividends on Common Shares			(356,080)		(341,720)
	Cash Dividends on Preferred Stock			(5,639)		(5,802)
	Increase/(Decrease) in Notes Payable			6,000		(172,000)
	Issuance of Long-Term Debt			650,000		1,350,000
	Retirements of Long-Term Debt			(576,650)		(840,600)
	Retirements of Rate Reduction Bonds			-		(82,139)
	Other Financing Activities			(90)		(13,536)
Net Cash Flows Used in Financing Activities				(282,459)		(105,797)
Net (Decrease)/Increase in Cash and Cash Equivalents				(1,658)		12,193
Cash and Cash Equivalents - Beginning of Period				43,364		45,748
Cash and Cash Equivalents - End of Period			$	41,706	$	57,941

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.