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):  July 30, 2015 (July 30, 2015)

Commission File Number	Registrant; State of Incorporation Address; and Telephone Number	I.R.S. Employer Identification No.
1-5324	EVERSOURCE ENERGY (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 Conditions.

On July 30, 2015, Eversource Energy issued a news release announcing its unaudited results of operations for the second quarter and first six months ended June 30, 2015, 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 (“SEC”) nor incorporated by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act of 1933, as amended (the “Securities Act”), unless specified otherwise.

Section 7

Regulation FD

Item 7.01

Regulation FD Disclosure.

On July 31, 2015, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the company’s financial performance through the second quarter of 2015.  The webcast will be accessible from the Investors section of the Eversource Energy website at www.eversource.com. Attached as Exhibit 99.3 and incorporated herein by reference are the slides to be discussed by Eversource Energy during the conference call.  

The information contained in this Item 7.01, including Exhibit 99.3, shall not be deemed filed with the SEC nor incorporated by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act, unless specified otherwise.  

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.  

Exhibit Number	Description
99.1	News Release of Eversource Energy dated July 30, 2015.
99.2	Financial Report for the three and six months ended June 30, 2015.
99.3	July 31, 2015 presentation slides.

[The remainder of this page left blank intentionally.]

2

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.

	EVERSOURCE ENERGY THE CONNECTICUT LIGHT AND POWER COMPANY NSTAR ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE WESTERN MASSACHUSETTS ELECTRIC COMPANY (Registrants)
July 30, 2015	By: /S/ JAY S. BUTH Jay S. Buth Vice President, Controller and Chief Accounting Officer

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release of Eversource Energy dated July 30, 2015.
99.2	Financial Report for the three and six months ended June 30, 2015.
99.3	July 31, 2015 presentation slides.

EX-99

Exhibit 99.1

Eversource Energy Reports Second Quarter 2015 Results

(HARTFORD, Conn. and BOSTON, Mass. – July 30, 2015)  Eversource Energy (NYSE: ES) today reported earnings of $207.5 million, or $0.65 per share, in the second quarter of 2015, compared with earnings of $127.4 million, or $0.40 per share, in the second quarter of 2014.  Second quarter results included after-tax integration costs of $2.1 million in 2015 and $4.5 million in 2014.  Excluding those integration costs, Eversource Energy earned $209.6 million, or $0.66 per share¹, in the second quarter of 2015 and $131.9 million, or $0.42 per share¹, in the second quarter of 2014.

In the first half of 2015, Eversource Energy earned $460.8 million, or $1.45 per share, compared with earnings of $363.3 million, or $1.15 per share, in the first half of 2014.  Excluding after-tax integration costs, Eversource Energy earned $466.9 million, or $1.47 per share¹, in the first half of 2015, compared with $373.7 million, or $1.18 per share¹, in the first half of 2014.

“We had an excellent first half of 2015 with financial performance consistent with our targeted 6-to-8 percent long-term earnings growth rate and our 2015 projected earnings of $2.75 to $2.90 per share,” said Thomas J. May, Eversource Energy chairman, president and chief executive officer.  “Additionally, we have continued to improve the service we deliver to our 3.6 million customers and are making solid progress in providing long-term solutions to the severe energy issues that have gripped New England over the past few winters.”

Electric Transmission

Eversource Energy’s transmission segment earned $80.4 million in the second quarter of 2015 and $147 million in the first half of 2015, compared with earnings of $43.9 million in the second quarter of 2014 and $118.8 million in the first half of 2014.  The improved results were primarily the result of the absence in 2015 of a second quarter 2014 charge and an increased level of investment in Eversource Energy’s transmission system.  Second quarter 2014 results included an after-tax charge of $32.1 million, or $0.10 per share, related to Federal Energy Regulatory Commission orders issued in June 2014 concerning the authorized return on equity for the owners of New England’s electric transmission system.  

Electric Distribution and Generation

Eversource Energy’s electric distribution and generation segment earned $121.6 million in the second quarter of 2015 and $252.1 million in the first half of 2015, compared with earnings of $83.4 million in the second quarter of 2014 and $195.6 million in the first half of 2014.  The higher results reflect higher distribution revenues and lower operations and maintenance expense.

The second-quarter earnings of Eversource Energy’s electric utility subsidiaries are noted below in millions, net of preferred dividends:

	2015	2014
CL&P	$77.9	$36.0
NSTAR Electric	$81.6	$59.6
PSNH	$28.1	$24.1
WMECO	$14.2	$7.0

The first-half earnings of Eversource Energy’s electric utility subsidiaries are noted below in millions, net of preferred dividends:

	2015	2014
CL&P	$145.7	$113.9
NSTAR Electric	$164.6	$117.2
PSNH	$60.1	$56.7
WMECO	$27.4	$25.1

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $5.3 million in the second quarter of 2015 and $61 million in the first half of 2015, compared with $2 million in the second quarter of 2014 and $54.1 million in the first half of 2014.  Firm natural gas sales rose 5.9 percent in the first half of 2015, compared with the first half of 2014, due to colder first quarter weather and an increased number of heating customers.  Firm natural gas sales rose 2.8 percent on a weather-adjusted basis.

Eversource Energy parent and other companies

Excluding integration costs, Eversource Energy parent and other companies earned $2.3 million in the second quarter of 2015 and $6.8 million in the first half of 2015, compared with earnings of $2.6 million in the second quarter of 2014 and $5.2 million in the first half of 2014.  Higher results in 2015 compared to 2014 were due in part to lower 2015 income tax expense.

The following table reconciles 2015 and 2014 second quarter and first six months earnings per share:

		Second Quarter	First Six Months
2014	Reported EPS	$0.40	$1.15
	Higher transmission earnings in 2015	$0.11	$0.09
	Higher retail electric revenues in 2015	$0.10	$0.22
	Higher firm natural gas sales in 2015	---	$0.02
	Lower non-tracked O&M in 2015	$0.06	$0.08
	Higher property tax, depreciation, and amortization expense in 2015	($0.06)	($0.12)
	Other	$0.03	---
	Lower integration costs in 2015 vs. 2014	$0.01	$0.01
2015	Reported EPS	$0.65	$1.45

Financial results for the second quarter and first half of 2015 and 2014 are noted below:

Three months ended:

(in millions, except EPS)	June 30, 2015	June 30, 2014	Increase/ (Decrease)	2015 EPS1
Electric Distribution/Generation	$121.6	$83.4	$38.2	$0.38
Natural Gas Distribution	$5.3	$2.0	$3.3	$0.02
Electric Transmission	$80.4	$43.9	$36.5	$0.25
Eversource Parent and Other Companies	$2.3	$2.6	($0.3)	$0.01
Earnings, ex. integration  costs	$209.6	$131.9	$77.7	$0.66
Integration costs	($2.1)	($4.5)	$2.4	($0.01)
Reported Earnings	$207.5	$127.4	$80.1	$0.65

Six months ended:

(in millions, except EPS)	June 30, 2015	June 30, 2014	Increase/ (Decrease)	2015 EPS1
Electric Distribution/Generation	$252.1	$195.6	$56.5	$0.80
Natural Gas Distribution	$61.0	$54.1	$6.9	$0.19
Electric Transmission	$147.0	$118.8	$28.2	$0.46
Eversource Parent and Other Companies	$6.8	$5.2	$1.6	$0.02
Earnings, ex. integration costs	$466.9	$373.7	$93.2	$1.47
Integration costs	($6.1)	($10.4)	$4.3	($0.02)
Reported Earnings	$460.8	$363.3	$97.5	$1.45

Retail sales data:

	June 30, 2015	June 30, 2014	% Change    Actual
Electric Distribution
Gwh for three months ended	12,519	12,536	(0.1%)
Gwh for six months ended	26,968	26,884	0.3%
Natural Gas Distribution
Firm volumes in mmcf for three months ended	15,702	15,895	(1.2%)
Firm volumes in mmcf for six months ended	65,083	61,445	5.9%

Eversource Energy 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:  Eversource Energy will webcast a conference call with senior management on July 31, 2015, beginning at

9 a.m. Eastern Time.  The webcast and accompanying slides can be accessed through Eversource’s website at www.eversource.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 Eversource Energy.  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 Eversource Energy'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 Eversource Energy parent common shares outstanding for the period.  In addition, second quarter and first half 2015 and 2014 earnings and EPS exclude certain integration costs that 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 second quarter and first half 2015 and 2014 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 Eversource Energy’s businesses.  Non-GAAP financial measures should not be considered as alternatives to Eversource Energy consolidated net income attributable to controlling interests or EPS determined in accordance with GAAP as indicators of Eversource Energy’s operating performance.

This news release includes statements concerning Eversource Energy’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, public policy, and taxing bodies; changes in business and economic conditions, including their impact on interest rates, bad debt expense and demand for Eversource Energy’s products and services, which could include disruptive technology related to our current or future business model; 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 Eversource Energy’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 the company’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 Eversource Energy 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.

###

EX-99

EXHIBIT 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			June 30,		December 31,
(Thousands of Dollars)			2015		2014
ASSETS
Current Assets:
		Cash and Cash Equivalents	$	36,469	$	38,703
		Receivables, Net		903,578		856,346
		Unbilled Revenues		205,155		211,758
		Taxes Receivable		117,792		337,307
		Fuel, Materials and Supplies		289,561		349,664
		Regulatory Assets		709,660		672,493
		Marketable Securities		124,830		124,173
		Prepayments and Other Current Assets		62,884		102,021
Total Current Assets				2,449,929		2,692,465
Property, Plant and Equipment, Net				19,079,189		18,647,041
Deferred Debits and Other Assets:
		Regulatory Assets		4,016,684		4,054,086
		Goodwill		3,519,401		3,519,401
		Marketable Securities		497,919		515,025
		Other Long-Term Assets		316,817		349,957
Total Deferred Debits and Other Assets				8,350,821		8,438,469
Total Assets			$	29,879,939	$	29,777,975
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	953,700	$	956,825
	Long-Term Debt - Current Portion			278,883		245,583
	Accounts Payable			598,716		868,231
	Regulatory Liabilities			208,510		235,022
	Accumulated Deferred Income Taxes			203,375		160,288
	Other Current Liabilities			595,801		668,432
Total Current Liabilities				2,838,985		3,134,381
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			4,606,159		4,467,473
	Regulatory Liabilities			510,807		515,144
	Derivative Liabilities			380,966		409,632
	Accrued Pension, SERP and PBOP			1,636,769		1,638,558
	Other Long-Term Liabilities			875,985		874,387
Total Deferred Credits and Other Liabilities				8,010,686		7,905,194
Capitalization:
	Long-Term Debt			8,689,647		8,606,017
	Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568
	Equity:
	Common Shareholders' Equity:
		Common Shares		1,669,167		1,666,796
		Capital Surplus, Paid In		6,253,411		6,235,834
		Retained Earnings		2,644,485		2,448,661
		Accumulated Other Comprehensive Loss		(72,033)		(74,009)
		Treasury Stock		(309,977)		(300,467)
	Common Shareholders' Equity			10,185,053		9,976,815
Total Capitalization				19,030,268		18,738,400
Total Liabilities and Capitalization			$	29,879,939	$	29,777,975
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 Eversource Energy and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.

EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
				For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Thousands of Dollars, Except Share Information)				2015		2014		2015		2014
Operating Revenues				$	1,817,061	$	1,677,614	$	4,330,491	$	3,968,204
Operating Expenses:
	Purchased Power, Fuel and Transmission				685,118		624,211		1,847,167		1,602,362
	Operations and Maintenance				316,641		373,234		650,024		724,922
	Depreciation				163,668		152,207		327,505		303,014
	Amortization of Regulatory (Liabilities)/Assets, Net				(1,166)		(3,542)		59,438		54,356
	Energy Efficiency Programs				101,850		102,711		248,452		241,536
	Taxes Other Than Income Taxes				138,935		134,803		288,415		280,335
			Total Operating Expenses		1,405,046		1,383,624		3,421,001		3,206,525
Operating Income					412,015		293,990		909,490		761,679
Interest Expense:
	Interest on Long-Term Debt				88,021		87,491		175,735		174,868
	Other Interest				4,238		5,004		11,367		7,603
		Interest Expense			92,259		92,495		187,102		182,471
Other Income, Net					12,899		5,526		18,626		7,194
Income Before Income Tax Expense					332,655		207,021		741,014		586,402
Income Tax Expense					123,268		77,774		276,494		219,319
Net Income					209,387		129,247		464,520		367,083
Net Income Attributable to Noncontrolling Interests					1,880		1,880		3,759		3,759
Net Income Attributable to Controlling Interest				$	207,507	$	127,367	$	460,761	$	363,324
Basic and Diluted Earnings Per Common Share				$	0.65	$	0.40	$	1.45	$	1.15
Dividends Declared Per Common Share				$	0.42	$	0.39	$	0.84	$	0.79
Weighted Average Common Shares Outstanding:
	Basic				317,613,166		315,950,510		317,352,004		315,742,511
	Diluted				318,559,568		317,112,801		318,525,378		317,002,461
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 Eversource Energy and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.

EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			For the Six Months Ended June 30,
(Thousands of Dollars)			2015		2014
Operating Activities:
	Net Income		$	464,520	$	367,083
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		327,505		303,014
		Deferred Income Taxes		176,800		133,149
		Pension, SERP and PBOP Expense		48,432		47,558
		Pension and PBOP Contributions		(31,032)		(40,640)
		Regulatory (Under)/Over Recoveries, Net		(73,547)		164,388
		Amortization of Regulatory Assets, Net		59,438		54,356
		Proceeds from DOE Damages Claim, Net		-		125,658
		Other		(48,247)		(9,359)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(123,984)		(57,570)
		Fuel, Materials and Supplies		60,044		26,633
		Taxes Receivable/Accrued, Net		214,577		(62,900)
		Accounts Payable		(228,176)		(112,954)
		Other Current Assets and Liabilities, Net		9,226		(41,753)
Net Cash Flows Provided by Operating Activities				855,556		896,663
Investing Activities:
	Investments in Property, Plant and Equipment			(740,379)		(724,043)
	Proceeds from Sales of Marketable Securities			427,990		256,309
	Purchases of Marketable Securities			(408,242)		(257,168)
	Other Investing Activities			4,821		3,473
Net Cash Flows Used in Investing Activities				(715,810)		(721,429)
Financing Activities:
	Cash Dividends on Common Shares			(264,936)		(237,161)
	Cash Dividends on Preferred Stock			(3,759)		(3,759)
	Decrease in Notes Payable			(449,375)		(213,000)
	Issuance of Long-Term Debt			750,000		650,000
	Retirements of Long-Term Debt			(166,577)		(376,650)
	Other Financing Activities			(7,333)		(3,932)
Net Cash Flows Used in Financing Activities				(141,980)		(184,502)
Net Decrease in Cash and Cash Equivalents				(2,234)		(9,268)
Cash and Cash Equivalents - Beginning of Period				38,703		43,364
Cash and Cash Equivalents - End of Period			$	36,469	$	34,096
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 Eversource Energy and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.

EX-99

EXHIBIT 99.3