Edgar Filing: NSTAR ELECTRIC CO

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Quarterly Period Ended March 31, 2013
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ____________


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: (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


1-02301	NSTAR ELECTRIC COMPANY (a Massachusetts corporation) 800 Boylston Street Boston, Massachusetts 02199 Telephone: (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: (413) 785-5871	04-1961130

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.


	Yes	No

	ü

Indicate by check mark whether the registrants have submitted electronically and posted on its corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


	Yes	No

	ü

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


	Large Accelerated Filer	Accelerated Filer	Non-accelerated Filer

Northeast Utilities	ü
The Connecticut Light and Power Company			ü
NSTAR Electric Company			ü
Public Service Company of New Hampshire			ü
Western Massachusetts Electric Company			ü

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):


	Yes	No

Northeast Utilities		ü
The Connecticut Light and Power Company		ü
NSTAR Electric Company		ü
Public Service Company of New Hampshire		ü
Western Massachusetts Electric Company		ü

Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date:


Company - Class of Stock	Outstanding as of April 30, 2013
Northeast Utilities Common shares, $5.00 par value	314,621,345 shares

The Connecticut Light and Power Company Common stock, $10.00 par value	6,035,205 shares

NSTAR Electric Company Common stock, $1.00 par value	100 shares

Public Service Company of New Hampshire Common stock, $1.00 par value	301 shares

Western Massachusetts Electric Company Common stock, $25.00 par value	434,653 shares

Northeast Utilities, directly or indirectly, holds all of the 6,035,205 shares, 100 shares, 301 shares, and 434,653 shares of the outstanding common stock of The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company, respectively.

NSTAR Electric Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company each meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q, and each is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H(2) of Form 10-Q.

GLOSSARY OF TERMS


The following is a glossary of abbreviations or acronyms that are found in this report.

CURRENT OR FORMER NU COMPANIES, SEGMENTS OR INVESTMENTS:

CL&P	The Connecticut Light and Power Company
CYAPC	Connecticut Yankee Atomic Power Company
Hopkinton	Hopkinton LNG Corp., a wholly owned subsidiary of NSTAR LLC
HWP	HWP Company, formerly the Holyoke Water Power Company
MYAPC	Maine Yankee Atomic Power Company
NGS	Northeast Generation Services Company and subsidiaries
NPT	Northern Pass Transmission LLC
NSTAR	Parent Company of NSTAR Electric, NSTAR Gas and other subsidiaries (prior to the merger with NU); also the term used for NSTAR LLC and its subsidiaries
NSTAR Electric	NSTAR Electric Company
NSTAR Electric & Gas	NSTAR Electric & Gas Corporation, a Northeast Utilities service company
NSTAR Gas	NSTAR Gas Company
NSTAR LLC	Post-merger parent company of NSTAR Electric, NSTAR Gas and other subsidiaries, and successor to NSTAR
NU Enterprises	NU Enterprises, Inc., the parent company of Select Energy, NGS, NGS Mechanical, Select Energy Contracting, Inc. and E.S. Boulos Company
NU or the Company	Northeast Utilities and subsidiaries
NU parent and other companies	NU parent and other companies is comprised of NU parent, NSTAR LLC, NSTAR Electric & Gas, NUSCO and other subsidiaries, including NU Enterprises, NSTAR Communications, Inc., HWP, RRR (a real estate subsidiary), the non-energy-related subsidiaries of Yankee (Yankee Energy Services Company and Yankee Energy Financial Services Company), and the consolidated operations of CYAPC and YAEC
NUSCO	Northeast Utilities Service Company
NUTV	NU Transmission Ventures, Inc., the parent company of NPT and Renewable Properties, Inc.
PSNH	Public Service Company of New Hampshire
Regulated companies	NU's Regulated companies, comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric, PSNH, and WMECO, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, the generation activities of PSNH and WMECO, and NPT
RRR	The Rocky River Realty Company
Select Energy	Select Energy, Inc.
WMECO	Western Massachusetts Electric Company
YAEC	Yankee Atomic Electric Company
Yankee	Yankee Energy System, Inc.
Yankee Companies	CYAPC, YAEC and MYAPC
Yankee Gas	Yankee Gas Services Company
REGULATORS:
DEEP	Connecticut Department of Energy and Environmental Protection
DOE	U.S. Department of Energy
DOER	Massachusetts Department of Energy Resources
DPU	Massachusetts Department of Public Utilities
EPA	U.S. Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
ISO-NE	ISO New England, Inc., the New England Independent System Operator
MA DEP	Massachusetts Department of Environmental Protection
NHPUC	New Hampshire Public Utilities Commission
PURA	Connecticut Public Utilities Regulatory Authority
SEC	U.S. Securities and Exchange Commission
SJC	Supreme Judicial Court of Massachusetts
OTHER:
AFUDC	Allowance For Funds Used During Construction
AOCI	Accumulated Other Comprehensive Income/(Loss)
ARO	Asset Retirement Obligation
C&LM	Conservation and Load Management
CfD	Contract for Differences
Clean Air Project	The construction of a wet flue gas desulphurization system, known as "scrubber technology," to reduce mercury emissions of the Merrimack coal-fired generation station in Bow, New Hampshire
CPSL	Capital Projects Scheduling List
CTA	Competitive Transition Assessment
CWIP	Construction work in progress
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
ES	Default Energy Service
ESOP	Employee Stock Ownership Plan
ESPP	Employee Share Purchase Plan
Fitch	Fitch Ratings
FMCC	Federally Mandated Congestion Charge
FTR	Financial Transmission Rights
GAAP	Accounting principles generally accepted in the United States of America
GSC	Generation Service Charge
GSRP	Greater Springfield Reliability Project
GWh	Gigawatt-Hours
HG&E	Holyoke Gas and Electric, a municipal department of the City of Holyoke, MA
HQ	Hydro-Québec, a corporation wholly owned by the Québec government, including its divisions that produce, transmit and distribute electricity in Québec, Canada
HVDC	High voltage direct current
Hydro Renewable Energy	Hydro Renewable Energy, Inc., a wholly owned subsidiary of Hydro-Québec
IPP	Independent Power Producers
ISO-NE Tariff	ISO-NE FERC Transmission, Markets and Services Tariff
kV	Kilovolt
kW	Kilowatt (equal to one thousand watts)
kWh	Kilowatt-Hours (the basic unit of electricity energy equal to one kilowatt of power supplied for one hour)
LNG	Liquefied natural gas
LOC	Letter of Credit
LRS	Supplier of last resort service
MGP	Manufactured Gas Plant
MMBtu	One million British thermal units
Moody's	Moody's Investors Services, Inc.
MW	Megawatt
MWh	Megawatt-Hours
NEEWS	New England East-West Solution
Northern Pass	The high voltage direct current transmission line project from Canada into New Hampshire
NU Money Pool	Northeast Utilities Money Pool
NU supplemental benefit trust	The NU Trust Under Supplemental Executive Retirement Plan
NU 2012 Form 10-K	The Northeast Utilities and Subsidiaries 2012 combined Annual Report on Form 10-K as filed with the SEC
PAM	Pension and PBOP Rate Adjustment Mechanism
PBOP	Postretirement Benefits Other Than Pension
PBOP Plan	Postretirement Benefits Other Than Pension Plan that provides certain retiree health care benefits, primarily medical and dental, and life insurance benefits
PCRBs	Pollution Control Revenue Bonds
Pension Plan	Single uniform noncontributory defined benefit retirement plan
PPA	Pension Protection Act
RECs	Renewable Energy Certificates
Regulatory ROE	The average cost of capital method for calculating the return on equity related to the distribution and generation business segment excluding the wholesale transmission segment
ROE	Return on Equity
RRB	Rate Reduction Bond or Rate Reduction Certificate
RSUs	Restricted share units
S&P	Standard & Poor's Financial Services LLC
SBC	Systems Benefits Charge
SCRC	Stranded Cost Recovery Charge
SERP	Supplemental Executive Retirement Plan
SIP	Simplified Incentive Plan
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company

NORTHEAST UTILITIES AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

TABLE OF CONTENTS


	Page

PART I - FINANCIAL INFORMATION

ITEM 1 - Unaudited Condensed Consolidated Financial Statements for the Following Companies:

Northeast Utilities and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2013 and December 31, 2012	1

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2013 and 2012	3

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2013 and 2012	3

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2013 and 2012	4

The Connecticut Light and Power Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2013 and December 31, 2012	5

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2013 and 2012	7

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2013 and 2012	7

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2013 and 2012	8

NSTAR Electric Company and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2013 and December 31, 2012	9

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2013 and 2012	11

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2013 and 2012	12

Public Service Company of New Hampshire and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2013 and December 31, 2012	13

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2013 and 2012	15

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2013 and 2012	15

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2013 and 2012	16

Western Massachusetts Electric Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – March 31, 2013 and December 31, 2012	17

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2013 and 2012	19

Condensed Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2013 and 2012	19

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2013 and 2012	20

Combined Notes to Condensed Consolidated Financial Statements	21

iii


	Page

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for the following companies:

Northeast Utilities and Subsidiar ies	41

The Connecticut Light and Power Company and Subsidiary	54

NSTAR Electric Company and Subsidiaries	57

Public Service Company of New Hampshire and Subsidiaries	60

Western Massachusetts Electric Company and Subsidiary	62

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	64

ITEM 4 – Controls and Procedures	64

PART II – OTHER INFORMATION

ITEM 1 – Legal Proceedings	65

ITEM 1A – Risk Factors	65

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	65

ITEM 6 – Exhibits	66

SIGNATURES	68

This Page Intentionally Left Blank


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	60,817	$	45,748
	Receivables, Net		832,989		792,822
	Unbilled Revenues		195,870		216,040
	Fuel, Materials and Supplies		239,226		267,713
	Regulatory Assets		625,542		705,025
	Marketable Securities		99,115		91,975
	Prepayments and Other Current Assets		104,452		107,972
Total Current Assets			2,158,011		2,227,295

Property, Plant and Equipment, Net			16,737,549		16,605,010

Deferred Debits and Other Assets:
	Regulatory Assets		5,015,108		5,132,411
	Goodwill		3,519,401		3,519,401
	Marketable Securities		492,003		400,329
	Derivative Assets		94,970		90,612
	Other Long-Term Assets		311,619		327,766
Total Deferred Debits and Other Assets			9,433,101		9,470,519



Total Assets		$	28,328,661	$	28,302,824



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
Notes Payable		$	1,287,000	$	1,120,196
Long-Term Debt - Current Portion			947,328		763,338
Accounts Payable			633,458		764,350
Regulatory Liabilities			191,707		134,115
Derivative Liabilities			108,964		117,194
Other Current Liabilities			671,180		744,497
Total Current Liabilities			3,839,637		3,643,690

Rate Reduction Bonds			19,610		82,139

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes			3,614,278		3,463,347
Regulatory Liabilities			531,546		540,162
Derivative Liabilities			840,043		882,654
Accrued Pension, SERP and PBOP			2,097,550		2,130,497
Other Long-Term Liabilities			873,637		967,561
Total Deferred Credits and Other Liabilities			7,957,054		7,984,221

Capitalization:
Long-Term Debt			7,011,561		7,200,156

Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568

Equity:
	Common Shareholders' Equity:
	Common Shares		1,664,760		1,662,547
	Capital Surplus, Paid In		6,173,801		6,183,267
	Retained Earnings		1,914,371		1,802,714
	Accumulated Other Comprehensive Loss		(70,898)		(72,854)
	Treasury Stock		(336,803)		(338,624)
Common Shareholders' Equity			9,345,231		9,237,050
Total Capitalization			16,512,360		16,592,774

Total Liabilities and Capitalization		$	28,328,661	$	28,302,824



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


				For the Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)				2013		2012

Operating Revenues				$	1,995,023	$	1,099,623

Operating Expenses:
	Purchased Power, Fuel and Transmission				747,809		395,344
	Operations and Maintenance				346,092		261,963
	Depreciation				154,977		80,839
	Amortization of Regulatory Assets, Net				54,049		5,426
	Amortization of Rate Reduction Bonds				34,499		18,347
	Energy Efficiency Programs				105,771		37,273
	Taxes Other Than Income Taxes				132,881		86,038
			Total Operating Expenses		1,576,078		885,230
Operating Income					418,945		214,393

Interest Expense:
	Interest on Long-Term Debt				85,295		59,968
	Interest on Rate Reduction Bonds				611		1,431
	Other Interest				(9,651)		5,048
			Interest Expense		76,255		66,447
Other Income, Net					7,765		8,773
Income Before Income Tax Expense					350,455		156,719
Income Tax Expense					120,487		55,964
Net Income					229,968		100,755
Net Income Attributable to Noncontrolling Interests					1,879		1,493
Net Income Attributable to Controlling Interest				$	228,089	$	99,262

Basic and Diluted Earnings Per Common Share				$	0.72	$	0.56

Dividends Declared Per Common Share				$	0.37	$	0.29

Weighted Average Common Shares Outstanding:
	Basic				315,129,782		178,055,716
	Diluted				316,002,538		178,437,453







CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income				$	229,968	$	100,755
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments				516		423
	Changes in Unrealized Gains/(Losses) on Other Securities				(181)		34
	Changes in Funded Status of Pension, SERP and PBOP
		Benefit Plans			1,621		1,407
Other Comprehensive Income, Net of Tax					1,956		1,864
Comprehensive Income Attributable to Noncontrolling Interests					(1,879)		(1,493)
Comprehensive Income Attributable to Controlling Interest				$	230,045	$	101,126



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	229,968	$	100,755
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		154,977		80,839
		Deferred Income Taxes		168,938		52,474
		Pension, SERP and PBOP Expense		53,102		42,268
		Pension and PBOP Contributions		(47,048)		(98,910)
		Regulatory Over/(Under) Recoveries, Net		39,218		(27,569)
		Amortization of Regulatory Assets, Net		54,049		5,426
		Amortization of Rate Reduction Bonds		34,499		18,347
		Proceeds from DOE Damages Claim		77,936		-
		Other		(51,106)		(5,484)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(129,431)		29,276
		Fuel, Materials and Supplies		28,487		30,108
		Taxes Receivable/Accrued, Net		(21,295)		11,758
		Accounts Payable		(86,916)		(190,232)
		Other Current Assets and Liabilities, Net		(32,235)		(40,240)
Net Cash Flows Provided by Operating Activities				473,143		8,816

Investing Activities:
	Investments in Property, Plant and Equipment			(388,950)		(304,294)
	Proceeds from Sales of Marketable Securities			98,070		40,947
	Purchases of Marketable Securities			(184,030)		(41,570)
	Other Investing Activities			27,997		2,448
Net Cash Flows Used in Investing Activities				(446,913)		(302,469)

Financing Activities:
	Cash Dividends on Common Shares			(116,431)		(52,104)
	Cash Dividends on Preferred Stock			(1,879)		(1,390)
	(Decrease)/Increase in Short-Term Debt			(228,000)		343,000
	Issuance of Long-Term Debt			400,000		300,000
	Retirements of Rate Reduction Bonds			(62,529)		(17,903)
	Other Financing Activities			(2,322)		(1,130)
Net Cash Flows (Used in)/Provided by Financing Activities				(11,161)		570,473
Net Increase in Cash and Cash Equivalents				15,069		276,820
Cash and Cash Equivalents - Beginning of Period				45,748		6,559
Cash and Cash Equivalents - End of Period			$	60,817	$	283,379



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash	$	8,307	$	1
	Receivables, Net		318,111		284,787
	Accounts Receivable from Affiliated Companies		2,942		6,641
	Unbilled Revenues		80,590		85,353
	Regulatory Assets		172,883		185,858
	Materials and Supplies		63,035		64,603
	Prepayments and Other Current Assets		47,906		26,413
Total Current Assets			693,774		653,656

Property, Plant and Equipment, Net			6,184,628		6,152,959

Deferred Debits and Other Assets:
	Regulatory Assets		2,141,137		2,158,363
	Derivative Assets		94,970		90,612
	Other Long-Term Assets		87,368		86,498
Total Deferred Debits and Other Assets			2,323,475		2,335,473



Total Assets		$	9,201,877	$	9,142,088



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	210,400	$	99,296
	Long-Term Debt - Current Portion			125,000		125,000
	Accounts Payable			196,526		262,857
	Accounts Payable to Affiliated Companies			31,968		52,326
	Obligations to Third Party Suppliers			67,833		67,344
	Accrued Taxes			53,383		60,109
	Regulatory Liabilities			42,324		32,119
	Derivative Liabilities			95,573		96,931
	Other Current Liabilities			102,094		125,662
Total Current Liabilities				925,101		921,644

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,401,609		1,336,105
	Regulatory Liabilities			110,688		124,319
	Derivative Liabilities			826,023		865,571
	Accrued Pension, SERP and PBOP			304,549		304,696
	Other Long-Term Liabilities			192,624		197,434
Total Deferred Credits and Other Liabilities				2,835,493		2,828,125

Capitalization:
	Long-Term Debt			2,740,614		2,737,790

Preferred Stock Not Subject to Mandatory Redemption				116,200		116,200

	Common Stockholder's Equity:
		Common Stock		60,352		60,352
		Capital Surplus, Paid In		1,640,566		1,640,149
		Retained Earnings		885,246		839,628
		Accumulated Other Comprehensive Loss		(1,695)		(1,800)
	Common Stockholder's Equity			2,584,469		2,538,329
Total Capitalization				5,441,283		5,392,319

Total Liabilities and Capitalization			$	9,201,877	$	9,142,088



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Revenues			$	624,097	$	591,965

Operating Expenses:
	Purchased Power and Transmission			229,259		220,891
	Operations and Maintenance			108,895		132,902
	Depreciation			42,448		41,070
	Amortization of Regulatory Assets, Net			10,787		7,994
	Energy Efficiency Programs			22,813		21,973
	Taxes Other Than Income Taxes			60,192		55,270
		Total Operating Expenses		474,394		480,100
Operating Income				149,703		111,865

Interest Expense:
	Interest on Long-Term Debt			32,635		31,521
	Other Interest			(2,941)		1,987
		Interest Expense		29,694		33,508
Other Income, Net				4,187		5,300
Income Before Income Tax Expense				124,196		83,657
Income Tax Expense				39,188		29,672
Net Income			$	85,008	$	53,985








CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	85,008	$	53,985
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			111		111
	Changes in Unrealized Gains/(Losses) on Other
		Securities		(6)		1
Other Comprehensive Income, Net of Tax				105		112
Comprehensive Income			$	85,113	$	54,097



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	85,008	$	53,985
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by/(Used in) Operating Activities:
		Depreciation		42,448		41,070
		Deferred Income Taxes		65,475		32,460
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		8,183		9,095
		Regulatory Underrecoveries, Net		(15,835)		(39,407)
		Amortization of Regulatory Assets, Net		10,787		7,994
		Other		3,653		(6,399)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(32,041)		28,685
		Taxes Receivable/Accrued, Net		(12,777)		16,551
		Accounts Payable		(106,140)		(146,676)
		Other Current Assets and Liabilities, Net		(22,340)		(44,484)
Net Cash Flows Provided by/(Used in) Operating Activities				26,421		(47,126)

Investing Activities:
	Investments in Property, Plant and Equipment			(89,360)		(108,842)
	Other Investing Activities			447		1,139
Net Cash Flows Used in Investing Activities				(88,913)		(107,703)

Financing Activities:
	Cash Dividends on Common Stock			(38,000)		(33,495)
	Cash Dividends on Preferred Stock			(1,390)		(1,390)
	Issuance of Long Term Debt			400,000		-
	(Decrease)/Increase in Short-Term Debt			(283,700)		194,750
	Other Financing Activities			(6,112)		(1,200)
Net Cash Flows Provided by Financing Activities				70,798		158,665
Net Increase in Cash				8,306		3,836
Cash - Beginning of Period				1		1
Cash - End of Period			$	8,307	$	3,837


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	17,109	$	13,695
	Receivables, Net		233,438		202,025
	Accounts Receivable from Affiliated Companies		303,699		160,176
	Unbilled Revenues		35,895		41,377
	Regulatory Assets		309,559		347,081
	Prepayments and Other Current Assets		42,425		28,086
Total Current Assets			942,125		792,440

Property, Plant and Equipment, Net			4,788,158		4,735,297

Deferred Debits and Other Assets:
	Regulatory Assets		1,489,317		1,444,870
	Other Long-Term Assets		57,036		87,382
Total Deferred Debits and Other Assets			1,546,353		1,532,252



Total Assets		$	7,276,636	$	7,059,989




The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	308,000	$	276,000
	Long-Term Debt - Current Portion			1,650		1,650
	Accounts Payable			205,738		168,611
	Accounts Payable to Affiliated Companies			353,037		247,061
	Accumulated Deferred Income Taxes - Current Portion			84,096		104,668
	Regulatory Liabilities			67,277		47,539
	Other Current Liabilities			148,360		144,433
Total Current Liabilities				1,168,158		989,962

Rate Reduction Bonds				-		43,493

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,365,951		1,321,026
	Regulatory Liabilities			248,376		244,224
	Accrued Pension			362,432		360,932
	Payable to Affiliated Companies			65,668		70,221
	Other Long-Term Liabilities			171,439		183,190
Total Deferred Credits and Other Liabilities				2,213,866		2,179,593

Capitalization:
	Long-Term Debt			1,600,950		1,600,911

Preferred Stock Not Subject to Mandatory Redemption				43,000		43,000

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		992,625		992,625
		Retained Earnings		1,258,037		1,210,405
	Common Stockholder's Equity			2,250,662		2,203,030
Total Capitalization				3,894,612		3,846,941

Total Liabilities and Capitalization			$	7,276,636	$	7,059,989



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Revenues			$	592,257	$	556,476

Operating Expenses:
	Purchased Power and Transmission			214,053		219,010
	Operations and Maintenance			92,301		148,180
	Depreciation			45,441		42,529
	Amortization of Regulatory Assets, Net			46,994		23,880
	Amortization of Rate Reduction Bonds			15,054		22,581
	Energy Efficiency Programs			51,703		46,904
	Taxes Other Than Income Taxes			32,174		30,861
		Total Operating Expenses		497,720		533,945
Operating Income				94,537		22,531

Interest Expense:
	Interest on Long-Term Debt			19,592		22,288
	Interest on Rate Reduction Bonds			399		1,326
	Other Interest			(4,068)		(5,836)
		Interest Expense		15,923		17,778
Other Income, Net				773		1,222
Income Before Income Tax Expense				79,387		5,975
Income Tax Expense				31,265		2,035
Net Income			$	48,122	$	3,940



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


NSTAR ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	48,122	$	3,940
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		5,523		21,618
		Depreciation		45,441		42,529
		Deferred Income Taxes		26,571		(19,446)
		Pension and PBOP Expense, net of Pension and PBOP Contributions		6,420		16,997
		Regulatory (Under)/Over Recoveries, Net		(2,951)		24,719
		Amortization of Regulatory Assets, Net		46,994		23,880
		Amortization of Rate Reduction Bonds		15,054		22,581
		Other		(23,969)		(22,647)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(174,978)		15,109
		Materials and Supplies		(7,060)		(9,340)
		Taxes Receivable/Accrued, Net		(22,501)		14,645
		Accounts Payable		107,843		(72,303)
		Other Current Assets and Liabilities, Net		18,916		34,223
Net Cash Flows Provided by Operating Activities				89,425		96,505

Investing Activities:
	Investments in Property, Plant and Equipment			(107,573)		(92,870)
	Decrease in Special Deposits			33,631		25,898
	Other Investing Activities			(86)		375
Net Cash Flows Used in Investing Activities				(74,028)		(66,597)

Financing Activities:
	Cash Dividends on Common Stock			-		(57,100)
	Cash Dividends on Preferred Stock			(490)		(490)
	Increase in Short-Term Debt			32,000		71,000
	Retirements of Rate Reduction Bonds			(43,493)		(43,548)
Net Cash Flows Used in Financing Activities				(11,983)		(30,138)
Net Increase/(Decrease) in Cash and Cash Equivalents				3,414		(230)
Cash and Cash Equivalents - Beginning of Period				13,695		9,373
Cash and Cash Equivalents - End of Period			$	17,109	$	9,143



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash	$	3,376	$	2,493
	Receivables, Net		86,225		87,164
	Accounts Receivable from Affiliated Companies		7,568		723
	Unbilled Revenues		39,062		39,982
	Taxes Receivable		2,020		17,177
	Fuel, Materials and Supplies		94,783		95,345
	Regulatory Assets		62,184		62,882
	Prepayments and Other Current Assets		8,127		22,205
Total Current Assets			303,345		327,971

Property, Plant and Equipment, Net			2,360,753		2,352,515

Deferred Debits and Other Assets:
	Regulatory Assets		329,314		351,059
	Other Long-Term Assets		82,284		83,052
Total Deferred Debits and Other Assets			411,598		434,111



Total Assets		$	3,075,696	$	3,114,597



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	53,400	$	63,300
	Long-Term Debt - Current Portion			108,985		-
	Accounts Payable			64,619		62,864
	Accounts Payable to Affiliated Companies			12,624		21,337
	Accrued Interest			13,840		9,317
	Regulatory Liabilities			18,132		23,002
	Renewable Portfolio Standards Compliance Obligations			21,946		17,383
	Other Current Liabilities			43,941		41,633
Total Current Liabilities				337,487		238,836

Rate Reduction Bonds				14,974		29,294

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			449,979		441,577
	Regulatory Liabilities			52,473		52,418
	Accrued Pension, SERP and PBOP			186,836		220,129
	Other Long-Term Liabilities			45,972		47,896
Total Deferred Credits and Other Liabilities				735,260		762,020

Capitalization:
	Long-Term Debt			888,999		997,932

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		701,241		701,052
		Retained Earnings		407,113		395,118
		Accumulated Other Comprehensive Loss		(9,378)		(9,655)
	Common Stockholder's Equity			1,098,976		1,086,515
Total Capitalization				1,987,975		2,084,447

Total Liabilities and Capitalization			$	3,075,696	$	3,114,597



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Revenues			$	273,829	$	242,997

Operating Expenses:
	Purchased Power, Fuel and Transmission			101,024		81,049
	Operations and Maintenance			59,729		64,979
	Depreciation			22,568		21,208
	Amortization of Regulatory Liabilities, Net			(3,051)		(2,622)
	Amortization of Rate Reduction Bonds			14,756		13,930
	Energy Efficiency Programs			3,669		3,581
	Taxes Other Than Income Taxes			17,016		15,486
		Total Operating Expenses		215,711		197,611
Operating Income				58,118		45,386

Interest Expense:
	Interest on Long-Term Debt			11,796		11,563
	Interest on Rate Reduction Bonds			85		1,016
	Other Interest			287		234
		Interest Expense		12,168		12,813
Other Income, Net				1,030		2,042
Income Before Income Tax Expense				46,980		34,615
Income Tax Expense				17,984		13,353
Net Income			$	28,996	$	21,262








CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	28,996	$	21,262
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			291		290
	Changes in Unrealized Gains/(Losses) on Other Securities			(11)		2
	Changes in Funded Status of Pension, SERP and PBOP
		Benefit Plans		(3)		-
Other Comprehensive Income, Net of Tax				277		292
Comprehensive Income			$	29,273	$	21,554



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	28,996	$	21,262
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		22,568		21,208
		Deferred Income Taxes		10,143		8,908
		Pension, SERP and PBOP Expense		8,022		7,032
		Pension and PBOP Contributions		(35,146)		(89,012)
		Regulatory (Under)/Over Recoveries, Net		(799)		911
		Amortization of Regulatory Liabilities, Net		(3,051)		(2,622)
		Amortization of Rate Reduction Bonds		14,756		13,930
		Other		(1,505)		9,569
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(13,889)		2,480
		Fuel, Materials and Supplies		562		9,361
		Taxes Receivable/Accrued, Net		23,137		10,138
		Accounts Payable		31,257		(16,073)
		Other Current Assets and Liabilities, Net		22,152		18,869
Net Cash Flows Provided by Operating Activities				107,203		15,961

Investing Activities:
	Investments in Property, Plant and Equipment			(64,956)		(67,059)
	Decrease in NU Money Pool Lending			-		55,900
	Other Investing Activities			(17)		963
Net Cash Flows Used in Investing Activities				(64,973)		(10,196)

Financing Activities:
	Cash Dividends on Common Stock			(17,000)		(42,891)
	(Decrease)/Increase in Short-Term Debt			(9,900)		52,900
	Retirements of Rate Reduction Bonds			(14,320)		(13,463)
	Other Financing Activities			(127)		(116)
Net Cash Flows Used in Financing Activities				(41,347)		(3,570)
Net Increase in Cash				883		2,195
Cash - Beginning of Period				2,493		56
Cash - End of Period			$	3,376	$	2,251



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


		March 31,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash	$	1,768	$	1
	Receivables, Net		48,113		47,297
	Accounts Receivable from Affiliated Companies		154		164
	Unbilled Revenues		16,071		16,192
	Taxes Receivable		3		15,513
	Regulatory Assets		43,534		42,370
	Marketable Securities		30,588		27,352
	Prepayments and Other Current Assets		7,571		7,963
Total Current Assets			147,802		156,852

Property, Plant and Equipment, Net			1,305,743		1,290,498

Deferred Debits and Other Assets:
	Regulatory Assets		207,901		221,752
	Marketable Securities		27,169		30,342
	Other Long-Term Assets		24,018		23,625
Total Deferred Debits and Other Assets			259,088		275,719



Total Assets		$	1,712,633	$	1,723,069



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	43,400	$	31,900
	Long-Term Debt - Current Portion			55,000		55,000
	Accounts Payable			44,303		68,141
	Accounts Payable to Affiliated Companies			3,061		7,103
	Accrued Interest			1,918		8,304
	Regulatory Liabilities			15,638		21,037
	Other Current Liabilities			32,756		24,909
Total Current Liabilities				196,076		216,394

Rate Reduction Bonds				4,636		9,352

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			316,727		303,111
	Regulatory Liabilities			9,736		9,686
	Accrued Pension, SERP and PBOP			35,431		36,099
	Other Long-Term Liabilities			33,203		40,148
Total Deferred Credits and Other Liabilities				395,097		389,044

Capitalization:
	Long-Term Debt			550,057		550,270

	Common Stockholder's Equity:
		Common Stock		10,866		10,866
		Capital Surplus, Paid In		390,485		390,412
		Retained Earnings		169,179		160,577
		Accumulated Other Comprehensive Loss		(3,763)		(3,846)
	Common Stockholder's Equity			566,767		558,009
Total Capitalization				1,116,824		1,108,279

Total Liabilities and Capitalization			$	1,712,633	$	1,723,069



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Revenues			$	124,953	$	114,025

Operating Expenses:
	Purchased Power and Transmission			40,044		40,554
	Operations and Maintenance			20,928		22,601
	Depreciation			8,970		7,697
	Amortization of Regulatory Assets/(Liabilities), Net			129		(343)
	Amortization of Rate Reduction Bonds			4,689		4,418
	Energy Efficiency Programs			8,315		5,556
	Taxes Other Than Income Taxes			6,288		4,882
		Total Operating Expenses		89,363		85,365
Operating Income				35,590		28,660

Interest Expense:
	Interest on Long-Term Debt			5,955		5,766
	Interest on Rate Reduction Bonds			127		415
	Other Interest			211		214
		Interest Expense		6,293		6,395
Other Income, Net				1,004		1,092
Income Before Income Tax Expense				30,301		23,357
Income Tax Expense				11,698		9,171
Net Income			$	18,603	$	14,186








CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	18,603	$	14,186
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			85		85
	Changes in Unrealized Gains/(Losses) on Other Securities			(2)		-
Other Comprehensive Income, Net of Tax				83		85
Comprehensive Income			$	18,686	$	14,271



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	18,603	$	14,186
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		8,970		7,697
		Deferred Income Taxes		16,828		9,198
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		1,246		1,766
		Regulatory Underrecoveries, Net		(2,357)		(1,778)
		Amortization of Regulatory Assets/(Liabilities), Net		129		(343)
		Amortization of Rate Reduction Bonds		4,689		4,418
		Other		(2,545)		(1,071)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(4,907)		(2,274)
		Taxes Receivable/Accrued, Net		21,600		1,051
		Accounts Payable		17,667		(21,870)
		Other Current Assets and Liabilities, Net		(8,931)		(5,885)
Net Cash Flows Provided by Operating Activities				70,992		5,095

Investing Activities:
	Investments in Property, Plant and Equipment			(66,340)		(85,011)
	Proceeds from Sales of Marketable Securities			21,035		31,579
	Purchases of Marketable Securities			(21,191)		(31,680)
	Decrease in NU Money Pool Lending			-		11,000
	Other Investing Activities			500		(169)
Net Cash Flows Used in Investing Activities				(65,996)		(74,281)

Financing Activities:
	Cash Dividends on Common Stock			(10,000)		(9,432)
	Increase in Short-Term Debt			11,500		83,200
	Retirement of Rate Reduction Bonds			(4,716)		(4,440)
	Other Financing Activities			(13)		(17)
Net Cash Flows (Used in)/Provided by Financing Activities				(3,229)		69,311
Net Increase in Cash				1,767		125
Cash - Beginning of Period				1		1
Cash - End of Period			$	1,768	$	126


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTHEAST UTILITIES AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARIES

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout the combined notes to the unaudited condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

NU is a public utility holding company primarily engaged through its wholly owned regulated utility subsidiaries in the energy delivery business. On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR and NSTAR (through a successor, NSTAR LLC) became a direct wholly owned subsidiary of NU. NU's wholly owned regulated utility subsidiaries include CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas. NU provides energy delivery service to approximately 3.6 million electric and natural gas customers through six regulated utilities in Connecticut, Massachusetts and New Hampshire. NU's consolidated financial information does not include NSTAR and its subsidiaries' results of operations for the three months ended March 31, 2012. NSTAR Electric continues to maintain reporting requirements as an SEC registrant. The information disclosed for NSTAR Electric represents its results of operations for the three months ended March 31, 2013 and 2012, presented on a comparable basis.

The accompanying unaudited condensed consolidated financial statements of NU, CL&P, NSTAR Electric, PSNH and WMECO include the accounts of each of their respective subsidiaries and are herein referred to as “consolidated financial statements.” Intercompany transactions have been eliminated in consolidation.

The combined notes to consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures included in annual consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying consolidated financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q and the 2012 combined Annual Report on Form 10-K of NU, CL&P, NSTAR Electric, PSNH and WMECO (NU 2012 Form 10-K), which was filed with the SEC. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly NU’s and the above companies’ financial positions as of March 31, 2013 and December 31, 2012 and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2013 and 2012. The results of operations, comprehensive income and cash flows for the three months ended March 31, 2013 and 2012 are not necessarily indicative of the results expected for a full year. The demand for electricity and natural gas is affected by weather conditions, economic conditions, and consumer conservation behavior. Electric energy sales and revenues are typically higher in the winter and summer months than in the spring and fall months. Natural gas sales and revenues are typically higher in the winter months than during other periods of the year.

NU consolidates CYAPC and YAEC as CL&P’s, NSTAR Electric’s, PSNH’s and WMECO’s combined ownership interest in each of these entities is greater than 50 percent. Intercompany transactions between CL&P, NSTAR Electric, PSNH and WMECO and the CYAPC and YAEC companies have been eliminated in consolidation. For CL&P, NSTAR Electric, PSNH and WMECO, the investment in CYAPC and YAEC continue to be accounted for under the equity method.

NU's utility subsidiaries are subject to the application of accounting guidance for entities with rate-regulated operations that considers the effect of regulation resulting from differences in the timing of the recognition of certain revenues and expenses from those of other businesses and industries. NU's utility subsidiaries' energy delivery business is subject to rate-regulation that is based on cost recovery and meets the criteria for application of rate-regulated accounting. See Note 2, "Regulatory Accounting," for further information.

Certain prior period amounts in NSTAR Electric's accompanying consolidated statements of income and cash flows have been reclassified between line items for comparative purposes and in order to conform to NU's presentation. The reclassifications did not affect NSTAR Electric's net income.

The NSTAR Electric consolidated statement of cash flows was revised to correct an error in the presentation of cash deposits related to the RRBs. The impact of this revision was an increase in investing cash inflows from Other Investing Activities in an amount of $24.8 million and a corresponding increase to financing cash outflows from Retirements of Rate Reduction Bonds for the three months ended March 31, 2012. This revision had no impact on NSTAR Electric’s results of operations or cash balance and is not deemed material, individually or in the aggregate, to the previously issued consolidated financial statements.

Certain changes in classification and corresponding reclassifications of prior period data were made in the accompanying consolidated statements of income and statements of cash flows for NU, CL&P, PSNH and WMECO for comparative purposes to conform to the current period presentation. The consolidated statement of income reflects the reclassification of transmission expenses from Other Operating Expenses, as originally reported, to Purchased Power, Fuel and Transmission and the reclassification of energy efficiency expenses primarily from Other Operating Expenses, as originally reported, to Energy Efficiency Programs. In addition, Other Operating Expenses and Maintenance, as originally reported, were combined and are reported in aggregate as Operations and Maintenance. The reclassifications on the statement of income were as follows:


	For the Three Months Ended March 31, 2012
(Millions of Dollars)	Transmission Expense		Energy Efficiency Expense
NU	$	(2.7)	$	37.3
CL&P		(2.9)		22.0
PSNH		7.9		3.6
WMECO		1.0		5.6

Effective January 1, 2012, NSTAR Electric changed its estimates with respect to the allowance for doubtful accounts, incurred but not reported claims on medical benefits, general and workers' compensation liabilities and compensation accruals. The total aggregate impact of these changes in estimates on NSTAR Electric's accompanying consolidated statement of income was a decrease to net income of $11.4 million, after-tax, for the three months ended March 31, 2012.

NU evaluates events and transactions that occur after the balance sheet date but before financial statements are issued and recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed as of the balance sheet date and discloses, but does not recognize, in the financial statements subsequent events that provide evidence about the conditions that arose after the balance sheet date but before the financial statements are issued. See Note 6, "Short-Term and Long-Term Debt," for further information.

Recently Adopted Accounting Standards

In the first quarter of 2013, NU adopted the following Financial Accounting Standards Board’s (FASB) final Accounting Standards Updates (ASU) relating to additional disclosure requirements:

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income Requires entities to disclose additional information about items reclassified out of AOCI. The ASU does not change existing guidance on which items should be reclassified out of AOCI but requires disclosures about the components of AOCI and the amount of reclassification adjustments to be presented in one location. The ASU is effective beginning in the first quarter of 2013 and is applied prospectively. For further information, see Note 11, “Accumulated Other Comprehensive Income/(Loss),” to the consolidated financial statements. The ASU did not affect the calculation of net income, comprehensive income or EPS and did not have an impact on financial position, results of operations or cash flows.

Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities Clarifies the scope of the offsetting disclosure requirements under GAAP. The disclosure requirements apply to derivative instruments, do not change existing guidance on which items should be offset in the balance sheets and require disclosures about the items that are offset. The ASU is effective beginning in the first quarter of 2013 with retrospective application. For further information, see Note 4, “Derivative Instruments,” to the consolidated financial statements. The ASU did not have an impact on financial position, results of operations or cash flows.

Provision for Uncollectible Accounts

NU, including CL&P, NSTAR Electric, PSNH and WMECO, presents its receivables at net realizable value by maintaining a provision for uncollectible amounts. This provision is determined based upon a variety of factors, including applying an estimated uncollectible account percentage to each receivable aging category, based upon historical collection and write-off experience and management's assessment of collectibility from individual customers. Management assesses the collectibility of receivables, and if circumstances change, collectibility estimates are adjusted accordingly. Receivable balances are written off against the provision for uncollectible accounts when the accounts are terminated and these balances are deemed to be uncollectible.

The provision for uncollectible accounts, which is included in Receivables, Net on the consolidated balance sheets, was as follows:


(Millions of Dollars)	As of March 31, 2013		As of December 31, 2012
NU	$	178.6	$	165.5
CL&P		85.0		77.6
NSTAR Electric		44.8		44.1
PSNH		7.4		6.8
WMECO		9.0		8.5

Restricted Cash and Other Deposits

As of March 31, 2013, NU, CL&P and PSNH had $3.8 million, $1.4 million and $1.7 million, respectively, of restricted cash, primarily relating to amounts held in escrow, insurance proceeds on bondable property at PSNH and amounts related to the sale of land, which were included in Prepayments and Other Current Assets on the consolidated balance sheets. As of December 31, 2012, these amounts were $3.3 million, $1.3 million and $1.7 million for NU, CL&P and PSNH, respectively.

As of March 31, 2013, NU had $12.8 million of cash collateral posted not subject to master netting agreements. As of December 31, 2012, this amount was $14.6 million.

Fair Value Measurements

NU, including CL&P, NSTAR Electric, PSNH, and WMECO, applies fair value measurement guidance to derivative contracts recorded at fair value and to the marketable securities held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC's and YAEC's nuclear decommissioning trusts. Fair value measurement guidance is also applied to investment valuations used to calculate the funded status of NU's Pension and PBOP Plans, including NSTAR Electric's Pension Plan, and nonrecurring fair value measurements of nonfinancial assets such as goodwill and AROs.

Fair Value Hierarchy: In measuring fair value, NU uses observable market data when available and minimizes the use of unobservable inputs. Inputs used in fair value measurements are categorized into three fair value hierarchy levels for disclosure purposes. The entire fair value measurement is categorized based on the lowest level of input that is significant to the fair value measurement. NU evaluates the classification of assets and liabilities measured at fair value on a quarterly basis, and NU's policy is to recognize transfers between levels of the fair value hierarchy as of the end of the reporting period. The three levels of the fair value hierarchy are described below:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Inputs are quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs are observable.

Level 3 - Quoted market prices are not available. Fair value is derived from valuation techniques in which one or more significant inputs or assumptions are unobservable. Where possible, valuation techniques incorporate observable market inputs that can be validated to external sources such as industry exchanges, including prices of energy and energy-related products.

Determination of Fair Value: The valuation techniques and inputs used in NU's fair value measurements are described in Note 4, "Derivative Instruments," Note 5, "Marketable Securities," and Note 10, "Fair Value of Financial Instruments," to the consolidated financial statements.

Other Income, Net

Items included within Other Income, Net on the consolidated statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds and equity in earnings. For CL&P, NSTAR Electric, PSNH and WMECO, equity in earnings relate to investments in CYAPC, YAEC and MYAPC and also NSTAR Electric's investment in two regional transmission companies, which are all accounted for on the equity method. On an NU consolidated basis, equity in earnings relate to the investment in MYAPC and NU's investment in two regional transmission companies.

Other Taxes

Gross receipts taxes levied by the state of Connecticut are collected by CL&P and Yankee Gas from their respective customers. These gross receipts taxes are shown on a gross basis with collections in Operating Revenues and payments in Taxes Other Than Income Taxes on the consolidated statements of income as follows:


	For the Three Months Ended
(Millions of Dollars)	March 31, 2013		March 31, 2012
NU	$	38.4	$	35.0
CL&P		32.0		29.4

Certain sales taxes are also collected by CL&P, NSTAR Electric and WMECO from their respective customers as agents for state and local governments and are recorded on a net basis with no impact on the consolidated statements of income.


H.	Supplemental Cash Flow Information
Non-cash investing activities include plant additions included in Accounts Payable as follows:

(Millions of Dollars)		As of March 31, 2013		As of March 31, 2012
NU		$	98.7	$	138.5
CL&P			28.2		36.6
NSTAR Electric⁽¹⁾			30.7		29.5
PSNH			12.9		32.5
WMECO			15.8		56.6

⁽¹⁾NSTAR Electric amounts are not included in NU consolidated as of March 31, 2012.

REGULATORY ACCOUNTING

The rates charged to the customers of NU's Regulated companies are designed to collect the companies' costs to provide service, including a return on investment. Therefore, the accounting policies of the Regulated companies apply GAAP applicable to rate-regulated enterprises and reflect the effects of the rate-making process.

Management believes it is probable that the Regulated companies will recover their respective investments in long-lived assets, including regulatory assets. If management determined that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to any of the Regulated companies' operations, or that management could not conclude it is probable that costs would be recovered in future rates, the costs would be charged to net income in the period in which the determination is made.

Regulatory Assets: The components of regulatory assets are as follows:


	As of March 31, 2013		As of December 31, 2012
(Millions of Dollars)	NU		NU
Benefit Costs	$	2,390.4	$	2,452.1
Regulatory Assets Offsetting Derivative Liabilities		835.0		885.6
Goodwill		532.5		537.6
Storm Restoration Costs		656.1		547.7
Income Taxes, Net		521.7		516.2
Securitized Assets