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):  October 31, 2013 (October 31, 2013)

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 October 31, 2013, Northeast Utilities issued a news release announcing its unaudited results of operations for the third quarter and the nine months ended September 30, 2013, 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 October 31, 2013.
99.2	Financial Report for the three and nine months ended September 30, 2013.

[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)
October 31, 2013	By: /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 October 31, 2013.
99.2	Financial Report for the three and nine months ended September 30, 2013.

EX-99

Exhibit 99.1

P. O. Box 270 Hartford, CT  06141-0270 56 Prospect Street Hartford, CT  06103 (860)-665-5000 www.nu.com

News Release  

NU REPORTS THIRD QUARTER RESULTS

BOSTON, Massachusetts and HARTFORD, Connecticut, October 31, 2013 – Northeast Utilities (NYSE: NU) today reported earnings of $209.5 million, or $0.66 per share, in the third quarter of 2013, compared with earnings of $207.6 million, or $0.66 per share, in the third quarter of 2012.  

Third quarter 2013 results included approximately $7 million, or $0.03 per share, of after-tax integration charges related to the April 2012 merger between NU and NSTAR.  Excluding those charges, NU earned $216.5 million, or $0.69 per share, in the third quarter of 2013.  Third quarter 2012 results included approximately $12.9 million, or $0.04 per share, of after-tax charges related to the merger.

In the first nine months of 2013, NU earned $608.6 million, or $1.93 per share, compared with earnings of $351.2 million, or $1.32 per share, in the first nine months of 2012.  Excluding integration costs of $10.6 million, or $0.03 per share, NU earned $619.2 million, or $1.96 per share, in the first nine months of 2013.  In the first nine months of 2012, NU earned $456.7 million, or $1.72 per share, excluding merger and related regulatory settlement costs.  Because the merger closed on April 10, 2012, NU’s nine-month results from last year exclude NSTAR’s first quarter 2012 earnings.

Thomas J. May, NU chairman, president and chief executive officer, said that NU’s operational and financial performance has been strong this year and that results for the first nine months of the year were consistent with NU’s expectations, illustrating the benefits of the merger.  “Our reliability and customer service levels continue to be strong this year and our cost control efforts remain on target,” May said.  “This reflects the success of our employees in adopting best practices as we integrate our operations and improve our customer service.”  

Also today, NU affirmed its 2013 earnings guidance of $2.45 to $2.60 per share.  

Electric Transmission

NU’s transmission segment earned $58.6 million in the third quarter of 2013 and $215.4 million in the first nine months of 2013, compared with $71.1 million in the third quarter of 2012 and $181.1 million in the first nine months of 2012.  Third quarter 2013 results reflect an after-tax reserve of $14.3 million resulting from an August 2013 recommendation from a Federal Energy Regulatory Commission (FERC) administrative law judge in a matter that is now before the FERC.  That recommendation, if accepted by the FERC, would lower the base return on equity earned by New England transmission owners from 11.14 percent to 10.6 percent for the 15-month period of October 1, 2011 through December 31, 2012.  Excluding that reserve, transmission earnings rose in 2013, compared with 2012, due to continued investment in NU’s transmission system, as well as the absence of NSTAR Electric Company transmission results from first quarter 2012 consolidated earnings.  

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Electric Distribution and Generation

NU’s electric distribution and generation segment earned $156.9 million in the third quarter of 2013 and $347.5 million in the first nine months of 2013, compared with $150.7 million in the third quarter of 2012 and $263.1 million in the first nine months of 2012.  Results for the first nine months of 2012 exclude $51 million of after-tax charges relating to the merger and related settlement costs, as well as the first quarter 2012 results of NSTAR Electric.

Earnings of Electric Utility Subsidiaries (net of preferred dividends)

The Connecticut Light and Power Company (CL&P) earned $64.9 million in the third quarter of 2013 and $215 million in the first nine months of 2013, compared with $73.5 million in the third quarter of 2012 and $170.1 million in the first nine months of 2012, excluding merger and related settlement costs.  Lower third quarter results primarily resulted from the aforementioned transmission reserve.  Improved year-to-date results were due primarily to CL&P’s increased transmission investment, lower operation and maintenance expense, and higher distribution revenues.

NSTAR Electric earned $106.5 million in the third quarter of 2013 and $211.5 million in the first nine months of 2013.  In the third quarter of 2012, NSTAR Electric also earned $106.5 million.  

Public Service Company of New Hampshire earned $28.4 million in the third quarter of 2013 and $84.5 million in the first nine months of 2013, compared with earnings of $27.2 million in the third quarter of 2012 and $69.8 million in the first nine months of 2012.  Improved results reflect higher distribution revenue and higher generation earnings.

Western Massachusetts Electric Company (WMECO) earned $15 million in the third quarter of 2013 and $50 million in the first nine months of 2013, compared with $14.1 million in the third quarter of 2012 and $41.2 million in the first nine months of 2012, excluding merger and related settlement costs.  WMECO’s 2013 results improved largely as a result of higher transmission earnings, primarily related to the nearly completed Greater Springfield Reliability Project, most of which has been built in the WMECO service territory.

Natural Gas Distribution

NU’s natural gas distribution segment, which includes both Yankee Gas Services Company and NSTAR Gas Company, lost $10.4 million in the third quarter of 2013, compared with losses of $4.4 million in the third quarter of 2012.  It earned $34.1 million in the first nine months of 2013, compared with earnings of $10.4 million in the first nine months of 2012.  Results for the first nine months of 2012 excluded NSTAR Gas earnings for the first quarter of 2012, as well as $2.1 million of merger and related settlement costs.  Lower third quarter results were due primarily to the recognition of higher property tax and depreciation expense at NSTAR Gas.  Improved year-to-date results were due primarily to the inclusion of NSTAR Gas first quarter results in 2013 and higher sales, due primarily to colder first quarter weather in 2013.  Combined firm natural gas sales for NSTAR Gas and Yankee Gas were up 13.3 percent in the first nine months of 2013, compared with the first nine months of 2012.  

NU Parent and Other Businesses

NU parent and other businesses earned $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 $11.4 million in the third quarter of 2013 and $22.2 million in the first nine months of 2013.  In the third quarter of 2012, NU parent and other businesses earned $3.1 million, excluding $12.7 million of after-tax merger and related settlement costs.  In the first nine months of 2012, NU parent and other businesses earned $2.1 million, excluding $52.4 million of merger and related settlement costs.  Third quarter 2013 results benefited from a lower overall effective tax rate, compared with the same period of 2012.

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The following table reconciles 2013 and 2012 third quarter and first nine months earnings per share:

		Third Quarter	First Nine Months
2012	Reported EPS	$0.66	$1.32
	2012 merger and related settlement costs	$0.04	$0.40
	2012 EPS before merger and related    settlement costs	$0.70	$1.72
	Higher/(lower) transmission earnings in 2013	($0.04)	$0.06
	Higher electric distribution revenues in 2013	$0.01	$0.06
	Higher firm natural gas sales in 2013	---	$0.05
	(Higher)/lower non-tracked O&M in 2013	($0.02)	$0.08
	Other, including NU Parent	$0.04	$0.11
	NSTAR first-quarter 2013 earnings	---	$0.21
	Higher outstanding common shares	---	($0.33)
	2013 EPS before integration and    merger-related costs	$0.69	$1.96
	2013 integration and merger-related costs	($0.03)	($0.03)
2013	Reported EPS	$0.66	$1.93

Financial results for the third quarter and first nine months of 2013 and 2012 are noted below:

Three months ended:

(in millions, except EPS)	September 30,         2013	September 30,           2012	Increase/ (Decrease)	2013 EPS1
Electric Distribution/Generation*	$156.9	$150.7	$6.2	$0.50
Natural Gas Distribution*	($10.4)	($4.4)	($6.0)	($0.03)
Electric Transmission	$58.6	$71.1	($12.5)	$0.18
NU Parent and Other Companies*	$11.4	$3.1	$8.3	$0.04
Earnings, ex. integration, merger  impacts	$216.5	$220.5	($4.0)	$0.69
Integration, merger impacts	($7.0)	($12.9)	$5.9	($0.03)
Reported Earnings	$209.5	$207.6	$1.9	$0.66

Nine months ended:

(in millions, except EPS)	September 30,        2013	September 30,          2012	Increase/ (Decrease)	2013 EPS1
Electric Distribution/Generation*	$347.5	$263.1	$84.4	$1.10
Natural Gas Distribution*	$34.1	$10.4	$23.7	$0.11
Electric Transmission	$215.4	$181.1	$34.3	$0.68
NU Parent and Other Companies*	$22.2	$2.1	$20.1	$0.07
Earnings, ex. integration, merger impacts	$619.2	$456.7	$162.5	$1.96
Integration, merger impacts	($10.6)	($105.5)	$94.9	($0.03)
Reported Earnings	$608.6	$351.2	$257.4	$1.93

* Excludes costs attributable to integration, merger and related settlement agreements.

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Retail sales data:

	September 30, 2013	September 30, 2012	% Change    Actual
Electric Distribution
Gwh for three months ended	15,247	15,501	(1.6)
Gwh for nine months ended*	41,954	41,697	0.6
Natural Gas Distribution
Firm volumes in mmcf for three months ended	11,173	10,696	4.5
Firm volumes in mmcf for nine months ended**	68,046	60,035	13.3

*

Pre-merger sales data for NSTAR Electric are included for illustrative purposes.

**

Pre-merger sales data for NSTAR Gas are included for illustrative purposes.

NU has approximately 315 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) 728-4650

# # # #

Note:  NU will webcast a conference call with senior management on November 1, 2013, 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 2013 and 2012 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 2013 and 2012 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 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,

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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)		2013		2012
ASSETS
Current Assets:
	Cash and Cash Equivalents	$	57,941	$	45,748
	Receivables, Net		784,498		792,822
	Unbilled Revenues		174,097		216,040
	Fuel, Materials and Supplies		304,698		267,713
	Regulatory Assets		474,198		705,025
	Prepayments and Other Current Assets		222,700		199,947
Total Current Assets			2,018,132		2,227,295
Property, Plant and Equipment, Net			17,187,896		16,605,010
Deferred Debits and Other Assets:
	Regulatory Assets		4,882,381		5,132,411
	Goodwill		3,519,401		3,519,401
	Marketable Securities		468,094		400,329
	Derivative Assets		88,887		90,612
	Other Long-Term Assets		279,527		327,766
Total Deferred Debits and Other Assets			9,238,290		9,470,519
Total Assets		$	28,444,318	$	28,302,824
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)			2013		2012
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	1,343,000	$	1,120,196
	Long-Term Debt - Current Portion			608,346		763,338
	Accounts Payable			554,010		764,350
	Regulatory Liabilities			224,416		134,115
	Other Current Liabilities			648,658		861,691
Total Current Liabilities				3,378,430		3,643,690
Rate Reduction Bonds				-		82,139
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			3,954,246		3,463,347
	Regulatory Liabilities			520,732		540,162
	Derivative Liabilities			766,804		882,654
	Accrued Pension, SERP and PBOP			1,808,896		2,130,497
	Other Long-Term Liabilities			897,997		967,561
Total Deferred Credits and Other Liabilities				7,948,675		7,984,221
Capitalization:
	Long-Term Debt			7,444,192		7,200,156
	Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568
	Equity:
	Common Shareholders' Equity:
		Common Shares		1,665,098		1,662,547
		Capital Surplus, Paid In		6,185,805		6,183,267
		Retained Earnings		2,064,401		1,802,714
		Accumulated Other Comprehensive Loss		(67,387)		(72,854)
		Treasury Stock		(330,464)		(338,624)
	Common Shareholders' Equity			9,517,453		9,237,050
Total Capitalization				17,117,213		16,592,774
Total Liabilities and Capitalization			$	28,444,318	$	28,302,824
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)				2013		2012		2013		2012
Operating Revenues				$	1,892,590	$	1,861,529	$	5,523,475	$	4,589,835
Operating Expenses:
	Purchased Power, Fuel and Transmission				645,881		602,751		1,881,992		1,540,110
	Operations and Maintenance				386,700		395,531		1,089,960		1,187,471
	Depreciation				149,105		144,475		463,635		369,798
	Amortization of Regulatory Assets, Net				70,046		43,835		178,668		74,851
	Amortization of Rate Reduction Bonds				-		43,044		42,581		102,144
	Energy Efficiency Programs				106,097		98,326		306,010		209,089
	Taxes Other Than Income Taxes				135,499		120,662		391,846		319,559
			Total Operating Expenses		1,493,328		1,448,624		4,354,692		3,803,022
Operating Income					399,262		412,905		1,168,783		786,813
Interest Expense:
	Interest on Long-Term Debt				84,911		86,459		256,205		233,352
	Interest on Rate Reduction Bonds				-		1,681		422		5,168
	Other Interest				2,565		2,221		(6,044)		7,336
		Interest Expense			87,476		90,361		250,583		245,856
Other Income, Net					8,945		4,324		21,655		14,904
Income Before Income Tax Expense					320,731		326,868		939,855		555,861
Income Tax Expense					109,351		117,360		325,442		199,379
Net Income					211,380		209,508		614,413		356,482
Net Income Attributable to Noncontrolling Interests					1,879		1,880		5,803		5,253
Net Income Attributable to Controlling Interest				$	209,501	$	207,628	$	608,610	$	351,229
Basic Earnings Per Common Share				$	0.66	$	0.66	$	1.93	$	1.33
Diluted Earnings Per Common Share				$	0.66	$	0.66	$	1.93	$	1.32
Dividends Declared Per Common Share				$	0.37	$	0.34	$	1.10	$	0.97
Weighted Average Common Shares Outstanding:
	Basic				315,291,346		314,806,441		315,191,752		264,636,636
	Diluted				316,218,239		315,805,796		316,061,131		265,353,377
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)			2013		2012
Operating Activities:
	Net Income		$	614,413	$	356,482
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		463,635		369,798
		Deferred Income Taxes		334,225		186,181
		Pension, SERP and PBOP Expense		146,803		160,209
		Pension and PBOP Contributions		(338,301)		(237,123)
		Regulatory Over/(Under) Recoveries, Net		66,239		(26,236)
		Amortization of Regulatory Assets, Net		178,668		74,851
		Amortization of Rate Reduction Bonds		42,581		102,144
		Other		3,158		6,640
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(98,432)		(27,677)
		Fuel, Materials and Supplies		(13,134)		32,887
		Taxes Receivable/Accrued, Net		(28,609)		26,302
		Accounts Payable		(112,512)		(208,308)
		Other Current Assets and Liabilities, Net		(81,766)		(20,145)
Net Cash Flows Provided by Operating Activities				1,176,968		796,005
Investing Activities:
	Investments in Property, Plant and Equipment			(1,073,759)		(1,081,750)
	Proceeds from Sales of Marketable Securities			487,729		232,911
	Purchases of Marketable Securities			(541,070)		(252,762)
	Decrease in Special Deposits			69,259		6,199
	Other Investing Activities			(1,137)		34,066
Net Cash Flows Used in Investing Activities				(1,058,978)		(1,061,336)
Financing Activities:
	Cash Dividends on Common Shares			(341,720)		(267,356)
	Cash Dividends on Preferred Stock			(5,802)		(5,149)
	(Decrease)/Increase in Short-Term Debt			(172,000)		654,250
	Issuance of Long-Term Debt			1,350,000		300,000
	Retirements of Long-Term Debt			(840,600)		(267,561)
	Retirements of Rate Reduction Bonds			(82,139)		(95,225)
	Other Financing Activities			(13,536)		13,262
Net Cash Flows (Used in)/Provided by Financing Activities				(105,797)		332,221
Net Increase in Cash and Cash Equivalents				12,193		66,890
Cash and Cash Equivalents - Beginning of Period				45,748		6,559
Cash and Cash Equivalents - End of Period			$	57,941	$	73,449
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.