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 4, 2016 (May 4, 2016)

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 May 4, 2016, Eversource Energy issued a news release announcing its unaudited results of operations for the three months ended March 31, 2016, 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 Item 2.02, 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 May 5, 2016, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the company’s financial performance through the first quarter of 2016. 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 into 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.

Exhibit Number	Description
Exhibit 99.1	News Release of Eversource Energy dated May 4, 2016.
Exhibit 99.2	Financial Report for the three months ended March 31, 2016.
Exhibit 99.3	May 5, 2016 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)
May 4, 2016	By: /s/ JAY S. BUTH Jay S. Buth Vice President, Controller          and Chief Accounting Officer

3

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	News Release of Eversource Energy dated May 4, 2016.
Exhibit 99.2	Financial Report for the three months ended March 31, 2016.
Exhibit 99.3	May 5, 2016 presentation slides.

EX-99

EXHIBIT 99.1

Eversource Energy Reports First Quarter 2016 Results

(HARTFORD, Conn. and BOSTON, Mass. – May 4, 2016)  Eversource Energy (NYSE: ES) today reported first quarter 2016 earnings of $244.2 million, or $0.77 per share, compared with earnings of $253.3 million, or $0.80 per share, in the first quarter of 2015.

Also today, the Eversource Energy Board of Trustees declared a regular quarterly dividend of $0.445 per share, payable June 30, 2016 to shareholders of record as of May 31, 2016.

“We are pleased with our operating and financial performance in the first quarter of 2016 and continue to project earnings of between $2.90 and $3.05 per share for the full year,” said James J. Judge, Eversource Energy president and chief executive officer.  “Additionally, we are continuing to make very solid progress on our longer term strategic infrastructure investments that will help reduce energy costs for our 3.6 million customers, improve the resiliency of our delivery systems, and lower air emissions throughout our region.”

Electric Transmission

Eversource Energy’s transmission segment earned $85.7 million in the first quarter of 2016, compared with earnings of $66.6 million in the first quarter of 2015.  Higher transmission earnings were related to the impact of an order issued in March 2015 by the Federal Energy Regulatory Commission, which resulted in a $12.4 million, or $0.04 per share, after-tax charge in the first quarter of 2015.  First quarter 2016 results also benefited from Eversource Energy’s additional investment in its electric transmission system.

Electric Distribution and Generation

Eversource Energy’s electric distribution and generation segment earned $108.4 million in the first quarter of 2016, compared with earnings of $130.6 million, in the first quarter of 2015.  Lower results primarily reflect the absence in 2016 of certain regulatory orders that benefited NSTAR Electric in the first quarter of 2015.  Additionally, unusually mild weather in the first quarter of 2016, compared with the bitter cold of early 2015 was the primary reason for an 8.5 percent decline in first quarter electric distribution sales in 2016, compared with 2015.  Increased depreciation and property tax expense was largely offset by several items, including lower operations and maintenance costs.

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

	2016	2015
CL&P	$85.7	$67.8
NSTAR Electric	$54.0	$83.1
PSNH	$36.1	$32.0
WMECO	$16.8	$13.2

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $50.9 million in the first quarter of 2016, compared with earnings of $55.6 million in the first quarter of 2015.  Lower results in 2016 primarily reflect very mild weather in the first quarter of 2016, compared with unusually cold weather in the first quarter of 2015.  The impact of the milder weather was partially offset by lower operations and maintenance expense, as well as decoupled rates and a base rate increase at NSTAR Gas, both of which went into effect on January 1, 2016.

Parent and other companies

Parent and other companies lost $0.8 million in the first quarter of 2016, compared with earnings of $0.5 million in the first quarter of 2015.  

The following table reconciles consolidated earnings per share for the first quarters of 2016 and 2015:

		First Quarter
2015	Reported EPS	$0.80
	Higher transmission earnings in 2016, including  impact of 2015 FERC ROE decision	$0.06
	Lower electric revenues in 2016, including impact of 2015 MA settlement	($0.05)
	Lower firm natural gas revenues in 2016	($0.04)
	Higher property tax and depreciation expense in 2016	($0.02)
	Lower O&M and other	$0.02
2016	Reported EPS	$0.77

Financial results for the first quarters of 2016 and 2015 for Eversource Energy’s business segments and parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2016	March 31, 2015	Increase/ (Decrease)	2016 EPS1
Electric Distribution/Generation	$108.4	$130.6	($22.2)	$0.34
Natural Gas Distribution	$50.9	$55.6	($4.7)	$0.16
Electric Transmission	$85.7	$66.6	$19.1	$0.27
Parent and Other Companies	$(0.8)	$0.5	($1.3)	-
Reported Earnings	$244.2	$253.3	($9.1)	$0.77

Retail sales data:

	March 31, 2016	March 31, 2015	% Change
Electric Distribution
Gwh for three months ended
Traditional	6,994	7,500	(6.7%)
Decoupled	6,225	6,948	(10.4%)
Total Electric Distribution	13,219	14,448	(8.5%)
Natural Gas Distribution
Firm volumes in mmcf for three months ended
Traditional	17,985	23,084	(22.1%)
Decoupled	20,151	26,297	(23.4%)
Total Natural Gas Distribution	38,136	49,381	(22.8%)

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 May 5, 2016, beginning at 9 a.m. Eastern Time.  The webcast 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 parent common shares outstanding for the period.  Management uses this non-GAAP financial measure to evaluate earnings results, provide details of earnings results by business, and more fully compare and explain our first quarter 2016 and 2015 results.  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 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 conditions, which could include disruptive technology related to Eversource’s current or future business model; changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability; 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’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 in Eversource’s reports filed with the Securities and Exchange Commission (SEC) and updated as necessary, and are available on the SEC’s website at www.sec.gov.  All such factors are difficult to predict and contain uncertainties that may materially affect Eversource Energy’s actual results.  You should not place undue reliance on the forward-looking statements; each speaks only as of the date on which such statement is made, and Eversource Energy undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

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EX-99

EXHIBIT 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			March 31,		December 31,
(Thousands of Dollars)			2016		2015
ASSETS
Current Assets:
	Cash and Cash Equivalents		$	50,966	$	23,947
	Receivables, Net			890,977		775,480
	Unbilled Revenues			192,084		202,647
	Taxes Receivable			44,171		305,359
	Fuel, Materials, Supplies and Inventory			359,225		336,476
	Regulatory Assets			919,311		845,843
	Prepayments and Other Current Assets			133,813		129,034
Total Current Assets				2,590,547		2,618,786
Property, Plant and Equipment, Net				20,096,693		19,892,441
Deferred Debits and Other Assets:
	Regulatory Assets			3,703,486		3,737,960
	Goodwill			3,519,401		3,519,401
	Marketable Securities			502,948		516,478
	Other Long-Term Assets			299,400		295,243
Total Deferred Debits and Other Assets				8,025,235		8,069,082
Total Assets			$	30,712,475	$	30,580,309
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	769,500	$	1,160,953
	Long-Term Debt - Current Portion			378,883		228,883
	Accounts Payable			646,440		813,646
	Obligations to Third Party Suppliers			135,978		128,564
	Renewable Portfolio Standards Compliance Obligations			170,021		130,354
	Regulatory Liabilities			111,414		107,759
	Other Current Liabilities			381,678		419,631
Total Current Liabilities				2,593,914		2,989,790
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			5,284,255		5,147,678
	Regulatory Liabilities			526,452		513,595
	Derivative Liabilities			344,458		337,102
	Accrued Pension, SERP and PBOP			1,355,422		1,407,288
	Other Long-Term Liabilities			869,220		871,499
Total Deferred Credits and Other Liabilities				8,379,807		8,277,162
Capitalization:
	Long-Term Debt			9,144,687		8,805,574
	Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568
	Equity:
	Common Shareholders' Equity:
		Common Shares		1,669,392		1,669,313
		Capital Surplus, Paid In		6,243,908		6,262,368
		Retained Earnings		2,900,351		2,797,355
		Accumulated Other Comprehensive Loss		(65,175)		(66,844)
		Treasury Stock		(309,977)		(309,977)
	Common Shareholders' Equity			10,438,499		10,352,215
Total Capitalization				19,738,754		19,313,357
Total Liabilities and Capitalization			$	30,712,475	$	30,580,309
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 March 31,
(Thousands of Dollars, Except Share Information)			2016		2015
Operating Revenues			$	2,055,635	$	2,513,431
Operating Expenses:
	Purchased Power, Fuel and Transmission			754,859		1,162,049
	Operations and Maintenance			320,136		333,382
	Depreciation			173,986		163,837
	Amortization of Regulatory Assets, Net			20,997		60,604
	Energy Efficiency Programs			137,175		146,603
	Taxes Other Than Income Taxes			159,946		149,481
		Total Operating Expenses		1,567,099		2,015,956
Operating Income				488,536		497,475
Interest Expense				98,212		94,843
Other Income, Net				2,011		5,727
Income Before Income Tax Expense				392,335		408,359
Income Tax Expense				146,302		153,226
Net Income				246,033		255,133
Net Income Attributable to Noncontrolling Interests				1,880		1,879
Net Income Attributable to Common Shareholders			$	244,153	$	253,254
Basic and Diluted Earnings Per Common Share			$	0.77	$	0.80
Dividends Declared Per Common Share			$	0.45	$	0.42
Weighted Average Common Shares Outstanding:
	Basic			317,517,141		317,090,841
	Diluted			318,481,050		318,491,188
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 Three Months Ended March 31,
(Thousands of Dollars)			2016		2015
Operating Activities:
	Net Income		$	246,033	$	255,133
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		173,986		163,837
		Deferred Income Taxes		141,132		148,193
		Pension, SERP and PBOP Expense		11,583		26,495
		Pension and PBOP Contributions		(30,383)		(26,659)
		Regulatory Underrecoveries, Net		(82,772)		(110,748)
		Amortization of Regulatory Assets, Net		20,997		60,604
		Other		(16,532)		(11,891)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(133,965)		(328,299)
		Fuel, Materials, Supplies and Inventory		(22,748)		68,172
		Taxes Receivable/Accrued, Net		279,106		272,021
		Accounts Payable		(76,317)		(59,496)
		Other Current Assets and Liabilities, Net		(10,156)		34,179
Net Cash Flows Provided by Operating Activities				499,964		491,541
Investing Activities:
	Investments in Property, Plant and Equipment			(431,472)		(362,586)
	Proceeds from Sales of Marketable Securities			136,805		114,730
	Purchases of Marketable Securities			(135,427)		(116,735)
	Other Investing Activities			5,494		66
Net Cash Flows Used in Investing Activities				(424,600)		(364,525)
Financing Activities:
	Cash Dividends on Common Shares			(141,157)		(132,433)
	Cash Dividends on Preferred Stock			(1,880)		(1,879)
	Decrease in Notes Payable			(391,453)		(399,575)
	Issuance of Long-Term Debt			500,000		450,000
	Other Financing Activities			(13,855)		(10,805)
Net Cash Flows Used in Financing Activities				(48,345)		(94,692)
Net Increase in Cash and Cash Equivalents				27,019		32,324
Cash and Cash Equivalents - Beginning of Period				23,947		38,703
Cash and Cash Equivalents - End of Period			$	50,966	$	71,027
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