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 28, 2016 (July 28, 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 July 28, 2016, Eversource Energy issued a news release announcing its unaudited results of operations for the second quarter and first six months ended June 30, 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 July 29, 2016, 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 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 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 28, 2016.
99.2	Financial Report for the three and six months ended June 30, 2016.
99.3	July 29, 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)
July 28, 2016	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 28, 2016.
99.2	Financial Report for the three and six months ended June 30, 2016.
99.3	July 29, 2016 presentation slides.

EX-99

EXHIBIT 99.1

Eversource Energy Reports Second Quarter 2016 Results

(HARTFORD, Conn. and BOSTON, Mass. – July 28, 2016)  Eversource Energy (NYSE: ES) today reported earnings of $203.6 million, or $0.64 per share, in the second quarter of 2016, compared with earnings of $207.5 million, or $0.65 per share, in the second quarter of 2015.  In the first half of 2016, Eversource Energy earned $447.8 million, or $1.41 per share, compared with earnings of $460.8 million, or $1.45 per share, in the first half of 2015.  

“We have completed a very solid first half of 2016 that was consistent with both this year’s projected earnings of $2.90 to $3.05 per share and our 5 to 7 percent long-term EPS growth rate,” said James J. Judge, Eversource Energy president and chief executive officer.  “We also are progressing with development of the long-term solutions that New England requires to make its energy sources cleaner, more reliable and cost competitive.”

Electric Transmission

Eversource Energy’s transmission segment earned $92.5 million in the second quarter of 2016 and $178.2 million in the first half of 2016, compared with earnings of $80.4 million in the second quarter of 2015 and $147 million in the first half of 2015.  The improved results were primarily due to an increased level of investment in Eversource Energy’s transmission system, as well as the absence in 2016 of a first-quarter 2015 charge related to an order issued  by the Federal Energy Regulatory Commission concerning the return on equity allowed New England transmission owners.

Electric Distribution and Generation

Eversource Energy’s electric distribution and generation segment earned $102.8 million in the second quarter of 2016 and $211.3 million in the first half of 2016, compared with earnings of $120.9 million in the second quarter of 2015 and $251.4 million in the first half of 2015.  The lower year-to-date results primarily reflect the absence in 2016 of the benefits associated with resolving several regulatory issues at NSTAR Electric in the first quarter of 2015.  Lower results in both the second quarter and first half of 2016, compared with the same periods of 2015, are attributable in part to lower retail sales, as well as higher depreciation and property tax expense due to an increased level of investment in Eversource Energy’s electricity delivery systems.

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

	2016	2015
CL&P	$81.5	$77.4
NSTAR Electric	$67.7	$81.5
PSNH	$31.3	$28.0
WMECO	$13.3	$14.2

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

	2016	2015
CL&P	$167.1	$145.2
NSTAR Electric	$121.7	$164.5
PSNH	$67.3	$60.0
WMECO	$30.1	$27.4

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $8 million in the second quarter of 2016 and $58.9 million in the first half of 2016, compared with earnings of $5.3 million in the second quarter of 2015 and $61 million in the first half of 2015.  Improved second quarter results were due primarily to increased retail revenues, while lower six-month results in 2016 were due to the impact on firm sales of a much milder winter in 2016.  Firm natural gas sales fell 15.1 percent in the first half of 2016, compared with the first half of 2015, due to milder winter weather, though firm sales were up by 6.3 percent in the second quarter of 2016, compared with the same period of 2015.

Parent and other companies

Eversource Energy parent and other companies earned $0.3 million in the second quarter of 2016 and had a net loss of $0.6 million in the first half of 2016, compared with earnings of $0.9 million in the second quarter of 2015 and $1.4 million in the first half of 2015.

The following table reconciles 2016 and 2015 second quarter and first six months earnings per share:

		Second Quarter	First Six Months
2015	Reported EPS	$0.65	$1.45
	Higher transmission earnings in 2016	$0.04	$0.10
	Higher/(lower) retail electric revenues in 2016	$0.01	($0.04)
	Higher/(lower) firm natural gas sales in 2016	$0.01	($0.03)
	Higher non-tracked O&M in 2016	($0.01)	($0.01)
	Higher property tax, depreciation, and amortization expense in 2016	($0.02)	($0.04)
	Other, inc. higher effective tax rate, higher interest	($0.04)	($0.02)
2016	Reported EPS	$0.64	$1.41

Financial results for the second quarter and first half of 2016 and 2015 are noted below:

Three months ended:

(in millions, except EPS)	June 30, 2016	June 30, 2015	Increase/ (Decrease)	2016 EPS1
Electric Distribution/Generation	$102.8	$120.9	($18.1)	$0.32
Natural Gas Distribution	$8.0	$5.3	$2.7	$0.03
Electric Transmission	$92.5	$80.4	$12.1	$0.29
Eversource Parent and Other Companies	$0.3	$0.9	($0.6)	-
Reported Earnings	$203.6	$207.5	($3.9)	$0.64

Six months ended:

(in millions, except EPS)	June 30, 2016	June 30, 2015	Increase/ (Decrease)	2016 EPS1
Electric Distribution/Generation	$211.3	$251.4	($40.1)	$0.66
Natural Gas Distribution	$58.9	$61.0	($2.1)	$0.19
Electric Transmission	$178.2	$147.0	$31.2	$0.56
Eversource Parent and Other Companies	($0.6)	$1.4	($2.0)	-
Reported Earnings	$447.8	$460.8	($13.0)	$1.41

Retail sales data:

Three months ended:	June 30, 2016	June 30, 2015	% Change
Electric Distribution (Gwh)
Traditional	6,605	6,671	(1.0%)
Decoupled	5,798	5,848	(0.8%)
Total Electric Distribution	12,403	12,519	(0.9%)
Natural Gas Distribution (mmcf)
Traditional	8,315	7,823	6.3%
Decoupled and Special Contracts	9,521	8,958	6.3%
Total Natural Gas Distribution	17,836	16,781	6.3%

Six months ended:	June 30, 2016	June 30, 2015	% Change
Electric Distribution (Gwh)
Traditional	13,601	14,172	(4.0%)
Decoupled	12,022	12,796	(6.0%)
Total Electric Distribution	25,623	26,968	(5.0%)
Natural Gas Distribution (mmcf)
Traditional	26,300	30,906	(14.9%)
Decoupled and Special Contracts	30,884	36,447	(15.3%)
Total Natural Gas Distribution	57,184	67,353	(15.1%)

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 29, 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 second quarter and first half 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.

###

EX-99

EXHIBIT 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
			June 30,		December 31,
(Thousands of Dollars)			2016		2015
ASSETS
Current Assets:
	Cash and Cash Equivalents		$	38,726	$	23,947
	Receivables, Net			806,340		775,480
	Unbilled Revenues			203,824		202,647
	Taxes Receivable			103,926		305,359
	Fuel, Materials, Supplies and Inventory			292,547		336,476
	Regulatory Assets			863,360		845,843
	Prepayments and Other Current Assets			106,561		129,034
Total Current Assets				2,415,284		2,618,786
Property, Plant and Equipment, Net				20,448,475		19,892,441
Deferred Debits and Other Assets:
	Regulatory Assets			3,661,578		3,737,960
	Goodwill			3,519,401		3,519,401
	Marketable Securities			518,750		516,478
	Other Long-Term Assets			319,175		295,243
Total Deferred Debits and Other Assets				8,018,904		8,069,082
Total Assets			$	30,882,663	$	30,580,309
LIABILITIES AND CAPITALIZATION
Current Liabilities:
	Notes Payable		$	767,000	$	1,160,953
	Long-Term Debt - Current Portion			178,883		228,883
	Accounts Payable			631,566		813,646
	Obligations to Third Party Suppliers			133,943		128,564
	Regulatory Liabilities			119,413		107,759
	Other Current Liabilities			472,964		549,985
Total Current Liabilities				2,303,769		2,989,790
Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			5,398,926		5,147,678
	Regulatory Liabilities			527,678		513,595
	Derivative Liabilities			381,572		337,102
	Accrued Pension, SERP and PBOP			1,294,548		1,407,288
	Other Long-Term Liabilities			875,270		871,499
Total Deferred Credits and Other Liabilities				8,477,994		8,277,162
Capitalization:
	Long-Term Debt			9,435,924		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		6,252,514		6,262,368
		Retained Earnings		2,962,843		2,797,355
		Accumulated Other Comprehensive Loss		(65,364)		(66,844)
		Treasury Stock		(309,977)		(309,977)
	Common Shareholders' Equity			10,509,408		10,352,215
Total Capitalization				20,100,900		19,313,357
Total Liabilities and Capitalization			$	30,882,663	$	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 June 30,				For the Six Months Ended June 30,
(Thousands of Dollars, Except Share Information)			2016		2015		2016		2015
Operating Revenues			$	1,767,184	$	1,817,061	$	3,822,819	$	4,330,491
Operating Expenses:
	Purchased Power, Fuel and Transmission			581,260		685,118		1,336,119		1,847,167
	Operations and Maintenance			320,714		316,641		640,850		650,024
	Depreciation			176,507		163,668		350,492		327,505
	Amortization of Regulatory (Liabilities)/Assets, Net			(8,716)		(1,166)		12,281		59,438
	Energy Efficiency Programs			119,667		101,850		256,842		248,452
	Taxes Other Than Income Taxes			154,330		138,935		314,277		288,415
		Total Operating Expenses		1,343,762		1,405,046		2,910,861		3,421,001
Operating Income				423,422		412,015		911,958		909,490
Interest Expense				100,492		92,259		198,703		187,102
Other Income, Net				8,038		12,899		10,049		18,626
Income Before Income Tax Expense				330,968		332,655		723,304		741,014
Income Tax Expense				125,439		123,268		271,742		276,494
Net Income				205,529		209,387		451,562		464,520
Net Income Attributable to Noncontrolling Interests				1,880		1,880		3,759		3,759
Net Income Attributable to Common Shareholders			$	203,649	$	207,507	$	447,803	$	460,761
Basic and Diluted Earnings Per Common Share			$	0.64	$	0.65	$	1.41	$	1.45
Dividends Declared Per Common Share			$	0.45	$	0.42	$	0.89	$	0.84
Weighted Average Common Shares Outstanding:
	Basic			317,785,495		317,613,166		317,651,319		317,352,004
	Diluted			318,476,699		318,559,568		318,478,876		318,525,378

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)			2016		2015
Operating Activities:
	Net Income		$	451,562	$	464,520
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		350,492		327,505
		Deferred Income Taxes		250,851		176,800
		Pension, SERP and PBOP Expense		22,659		48,432
		Pension and PBOP Contributions		(65,929)		(31,032)
		Regulatory Underrecoveries, Net		(5,768)		(73,547)
		Amortization of Regulatory Assets, Net		12,281		59,438
		Other		(10,808)		(38,521)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(76,751)		(123,984)
		Fuel, Materials, Supplies and Inventory		43,930		60,044
		Taxes Receivable/Accrued, Net		230,075		214,577
		Accounts Payable		(151,996)		(228,176)
		Other Current Assets and Liabilities, Net		(72,160)		9,226
Net Cash Flows Provided by Operating Activities				978,438		865,282
Investing Activities:
	Investments in Property, Plant and Equipment			(869,168)		(740,379)
	Proceeds from Sales of Marketable Securities			327,581		427,990
	Purchases of Marketable Securities			(322,244)		(408,242)
	Other Investing Activities			(2,991)		4,821
Net Cash Flows Used in Investing Activities				(866,822)		(715,810)
Financing Activities:
	Cash Dividends on Common Shares			(282,314)		(264,936)
	Cash Dividends on Preferred Stock			(3,759)		(3,759)
	Decrease in Notes Payable			(393,953)		(449,375)
	Issuance of Long-Term Debt			800,000		750,000
	Retirements of Long-Term Debt			(200,000)		(166,577)
	Other Financing Activities			(16,811)		(17,059)
Net Cash Flows Used in Financing Activities				(96,837)		(151,706)
Net Increase/(Decrease) in Cash and Cash Equivalents				14,779		(2,234)
Cash and Cash Equivalents - Beginning of Period				23,947		38,703
Cash and Cash Equivalents - End of Period			$	38,726	$	36,469

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