Edgar Filing: NORTHEAST UTILITIES

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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 June 30, 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 July 31, 2013
Northeast Utilities Common shares, $5.00 par value	314,751,609 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
Settlement Agreements	The comprehensive settlement agreements reached by NU and NSTAR with the Massachusetts Attorney General and the DOER on February 15, 2012 related to the merger of NU and NSTAR (Massachusetts settlement agreements) and the comprehensive settlement agreement reached by NU and NSTAR with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel on March 13, 2012 related to the merger of NU and NSTAR (Connecticut settlement agreement).
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
NSTAR ELECTRIC COMPANY AND SUBSIDIARY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
WESTERN MASSACHUSETTS ELECTRIC COMPANY

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 – June 30, 2013 and December 31, 2012	1

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2013 and 2012	3

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2013 and 2012	3

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2013 and 2012	4

The Connecticut Light and Power Company (Unaudited)

Condensed Balance Sheets – June 30, 2013 and December 31, 2012	5

Condensed Statements of Income – Three and Six Months Ended June 30, 2013 and 2012	7

Condensed Statements of Comprehensive Income – Three and Six Months Ended June 30, 2013 and 2012	7

Condensed Statements of Cash Flows – Six Months Ended June 30, 2013 and 2012	8

NSTAR Electric Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – June 30, 2013 and December 31, 2012	9

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2013 and 2012	11

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2013 and 2012	12

Public Service Company of New Hampshire and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – June 30, 2013 and December 31, 2012	13

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2013 and 2012	15

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2013 and 2012	15

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2013 and 2012	16

Western Massachusetts Electric Company (Unaudited)

Condensed Balance Sheets – June 30, 2013 and December 31, 2012	17

Condensed Statements of Income – Three and Six Months Ended June 30, 2013 and 2012	19

Condensed Statements of Comprehensive Income – Three and Six Months Ended June 30, 2013 and 2012	19

Condensed Statements of Cash Flows – Six Months Ended June 30, 2013 and 2012	20

Combined Notes to Condensed Financial Statements	21


	Page

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

Northeast Utilities and Subsidiaries	41

The Connecticut Light and Power Company	56

NSTAR Electric Company and Subsidiary	58

Public Service Company of New Hampshire and Subsidiary	60

Western Massachusetts Electric Company	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)


		June 30,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	36,055	$	45,748
	Receivables, Net		789,410		792,822
	Unbilled Revenues		193,534		216,040
	Fuel, Materials and Supplies		280,600		267,713
	Regulatory Assets		577,010		705,025
	Prepayments and Other Current Assets		174,484		199,947
Total Current Assets			2,051,093		2,227,295

Property, Plant and Equipment, Net			16,931,448		16,605,010

Deferred Debits and Other Assets:
	Regulatory Assets		4,817,305		5,132,411
	Goodwill		3,519,401		3,519,401
	Marketable Securities		501,876		400,329
	Derivative Assets		89,309		90,612
	Other Long-Term Assets		286,460		327,766
Total Deferred Debits and Other Assets			9,214,351		9,470,519



Total Assets		$	28,196,892	$	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)


			June 30,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	794,500	$	1,120,196
	Long-Term Debt - Current Portion			888,346		763,338
	Accounts Payable			532,036		764,350
	Regulatory Liabilities			216,422		134,115
	Other Current Liabilities			650,206		861,691
Total Current Liabilities				3,081,510		3,643,690

Rate Reduction Bonds				-		82,139

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			3,745,144		3,463,347
	Regulatory Liabilities			511,737		540,162
	Derivative Liabilities			788,929		882,654
	Accrued Pension, SERP and PBOP			1,956,726		2,130,497
	Other Long-Term Liabilities			899,270		967,561
Total Deferred Credits and Other Liabilities				7,901,806		7,984,221

Capitalization:
	Long-Term Debt			7,651,396		7,200,156

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

	Equity:
	Common Shareholders' Equity:
		Common Shares		1,664,833		1,662,547
		Capital Surplus, Paid In		6,176,366		6,183,267
		Retained Earnings		1,969,755		1,802,714
		Accumulated Other Comprehensive Loss		(69,469)		(72,854)
		Treasury Stock		(334,873)		(338,624)
	Common Shareholders' Equity			9,406,612		9,237,050
Total Capitalization				17,213,576		16,592,774

Total Liabilities and Capitalization			$	28,196,892	$	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 June 30,				For the Six Months Ended June 30,
(Thousands of Dollars, Except Share Information)				2013		2012		2013		2012

Operating Revenues				$	1,635,862	$	1,628,684	$	3,630,885	$	2,728,307

Operating Expenses:
	Purchased Power, Fuel and Transmission				488,302		542,014		1,236,111		937,358
	Operations and Maintenance				357,169		529,977		703,261		791,940
	Depreciation				159,553		144,485		314,530		225,324
	Amortization of Regulatory Assets, Net				54,574		25,590		108,623		31,016
	Amortization of Rate Reduction Bonds				8,082		40,752		42,581		59,100
	Energy Efficiency Programs				94,142		73,489		199,913		110,762
	Taxes Other Than Income Taxes				123,464		112,862		256,345		198,899
			Total Operating Expenses		1,285,286		1,469,169		2,861,364		2,354,399
Operating Income					350,576		159,515		769,521		373,908

Interest Expense:
	Interest on Long-Term Debt				85,999		86,925		171,294		146,892
	Interest on Rate Reduction Bonds				(189)		2,056		422		3,487
	Other Interest				1,040		66		(8,610)		5,116
		Interest Expense			86,850		89,047		163,106		155,495
Other Income, Net					4,944		1,806		12,710		10,580
Income Before Income Tax Expense					268,670		72,274		619,125		228,993
Income Tax Expense					95,606		26,055		216,093		82,019
Net Income					173,064		46,219		403,032		146,974
Net Income Attributable to Noncontrolling Interests					2,043		1,880		3,922		3,373
Net Income Attributable to Controlling Interest				$	171,021	$	44,339	$	399,110	$	143,601

Basic Earnings Per Common Share				$	0.54	$	0.15	$	1.27	$	0.60

Diluted Earnings Per Common Share				$	0.54	$	0.15	$	1.26	$	0.60

Dividends Declared Per Common Share				$	0.37	$	0.34	$	0.74	$	0.63

Weighted Average Common Shares Outstanding:
	Basic				315,154,130		301,047,753		315,141,956		239,551,735
	Diluted				315,962,619		301,816,884		315,982,578		240,127,169



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income				$	173,064	$	46,219	$	403,032	$	146,974
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments				514		516		1,030		939
	Changes in Unrealized Gains/(Losses) on Other Securities				(591)		160		(772)		194
	Changes in Funded Status of Pension, SERP and PBOP
		Benefit Plans			1,506		1,759		3,127		3,166
Other Comprehensive Income, Net of Tax					1,429		2,435		3,385		4,299
Comprehensive Income Attributable to Noncontrolling Interests					(2,043)		(1,880)		(3,922)		(3,373)
Comprehensive Income Attributable to Controlling Interest				$	172,450	$	46,774	$	402,495	$	147,900


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 Six Months Ended June 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	403,032	$	146,974
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		314,530		225,324
		Deferred Income Taxes		256,294		59,509
		Pension, SERP and PBOP Expense		97,671		97,378
		Pension and PBOP Contributions		(122,826)		(164,294)
		Regulatory Underrecoveries, Net		(4,793)		(54,491)
		Amortization of Regulatory Assets, Net		108,623		31,016
		Amortization of Rate Reduction Bonds		42,581		59,100
		Other		19,932		19,520
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(101,229)		83,395
		Fuel, Materials and Supplies		10,964		40,695
		Taxes Receivable/Accrued, Net		(58,350)		17,709
		Accounts Payable		(127,379)		(176,533)
		Other Current Assets and Liabilities, Net		(70,026)		(64,899)
Net Cash Flows Provided by Operating Activities				769,024		320,403

Investing Activities:
	Investments in Property, Plant and Equipment			(700,252)		(690,376)
	Proceeds from Sales of Marketable Securities			342,251		132,580
	Purchases of Marketable Securities			(424,096)		(143,225)
	Decrease/(Increase) in Special Deposits			65,121		(11,852)
	Other Investing Activities			(843)		23,126
Net Cash Flows Used in Investing Activities				(717,819)		(689,747)

Financing Activities:
	Cash Dividends on Common Shares			(232,068)		(159,708)
	Cash Dividends on Preferred Stock			(3,922)		(3,269)
	(Decrease)/Increase in Short-Term Debt			(720,500)		558,500
	Issuance of Long-Term Debt			1,350,000		300,000
	Retirements of Long-Term Debt			(360,635)		(267,699)
	Retirements of Rate Reduction Bonds			(82,139)		(36,439)
	Other Financing Activities			(11,634)		(117)
Net Cash Flows (Used in)/Provided by Financing Activities				(60,898)		391,268
Net (Decrease)/Increase in Cash and Cash Equivalents				(9,693)		21,924
Cash and Cash Equivalents - Beginning of Period				45,748		6,559
Cash and Cash Equivalents - End of Period			$	36,055	$	28,483

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


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


		June 30,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash	$	4,267	$	1
	Receivables, Net		329,090		284,787
	Accounts Receivable from Affiliated Companies		1,152		6,641
	Unbilled Revenues		82,807		85,353
	Regulatory Assets		173,484		185,858
	Materials and Supplies		60,382		64,603
	Prepayments and Other Current Assets		16,578		26,413
Total Current Assets			667,760		653,656

Property, Plant and Equipment, Net			6,251,908		6,152,959

Deferred Debits and Other Assets:
	Regulatory Assets		2,055,333		2,158,363
	Derivative Assets		89,309		90,612
	Other Long-Term Assets		92,777		86,498
Total Deferred Debits and Other Assets			2,237,419		2,335,473



Total Assets		$	9,157,087	$	9,142,088



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


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


			June 30,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	189,300	$	99,296
	Long-Term Debt - Current Portion			125,000		125,000
	Accounts Payable			169,254		262,857
	Accounts Payable to Affiliated Companies			46,042		52,326
	Obligations to Third Party Suppliers			65,206		67,344
	Accrued Taxes			44,658		60,109
	Regulatory Liabilities			64,007		32,119
	Derivative Liabilities			95,183		96,931
	Other Current Liabilities			100,044		125,662
Total Current Liabilities				898,694		921,644

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,451,287		1,336,105
	Regulatory Liabilities			99,863		124,319
	Derivative Liabilities			777,144		865,571
	Accrued Pension, SERP and PBOP			297,059		304,696
	Other Long-Term Liabilities			162,495		197,434
Total Deferred Credits and Other Liabilities				2,787,848		2,828,125

Capitalization:
	Long-Term Debt			2,740,819		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		1,641,065		1,640,149
		Retained Earnings		913,713		839,628
		Accumulated Other Comprehensive Loss		(1,604)		(1,800)
	Common Stockholder's Equity			2,613,526		2,538,329
Total Capitalization				5,470,545		5,392,319

Total Liabilities and Capitalization			$	9,157,087	$	9,142,088



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


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


			For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Thousands of Dollars)			2013		2012		2013		2012

Operating Revenues			$	569,329	$	562,141	$	1,193,425	$	1,154,106

Operating Expenses:
	Purchased Power and Transmission			184,854		196,806		414,113		417,697
	Operations and Maintenance			123,760		205,471		232,655		338,373
	Depreciation			45,122		41,519		87,570		82,588
	Amortization of Regulatory Assets, Net			463		3,263		11,249		11,257
	Energy Efficiency Programs			20,854		20,995		43,668		42,968
	Taxes Other Than Income Taxes			57,506		53,706		117,697		108,978
		Total Operating Expenses		432,559		521,760		906,952		1,001,861
Operating Income				136,770		40,381		286,473		152,245

Interest Expense:
	Interest on Long-Term Debt			32,683		31,696		65,318		63,218
	Other Interest			1,301		2,075		(1,640)		4,060
		Interest Expense		33,984		33,771		63,678		67,278
Other Income, Net				2,897		447		7,084		5,747
Income Before Income Tax Expense				105,683		7,057		229,879		90,714
Income Tax Expense				37,826		124		77,014		29,796
Net Income			$	67,857	$	6,933	$	152,865	$	60,918








CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	67,857	$	6,933	$	152,865	$	60,918
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			111		111		222		222
	Changes in Unrealized Gains/(Losses) on Other
		Securities		(20)		5		(26)		6
Other Comprehensive Income, Net of Tax				91		116		196		228
Comprehensive Income			$	67,948	$	7,049	$	153,061	$	61,146



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


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


			For the Six Months Ended June 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	152,865	$	60,918
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		87,570		82,588
		Deferred Income Taxes		99,045		30,874
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		13,826		12,030
		Regulatory Underrecoveries, Net		(36,902)		(19,596)
		Amortization of Regulatory Assets, Net		11,249		11,257
		Other		(13,476)		(12,078)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(33,976)		38,253
		Taxes Receivable/Accrued, Net		(14,081)		39,985
		Accounts Payable		(95,487)		(170,151)
		Other Current Assets and Liabilities, Net		7,548		(26,579)
Net Cash Flows Provided by Operating Activities				178,181		47,501

Investing Activities:
	Investments in Property, Plant and Equipment			(184,875)		(220,712)
	Other Investing Activities			884		3,460
Net Cash Flows Used in Investing Activities				(183,991)		(217,252)

Financing Activities:
	Cash Dividends on Common Stock			(76,000)		(66,991)
	Cash Dividends on Preferred Stock			(2,779)		(2,779)
	Issuance of Long Term Debt			400,000		-
	Decrease in Notes Payable to Affiliates			(215,800)		(53,525)
	(Decrease)/Increase in Short-Term Debt			(89,000)		299,000
	Other Financing Activities			(6,345)		(1,432)
Net Cash Flows Provided by Financing Activities				10,076		174,273
Net Increase in Cash				4,266		4,522
Cash - Beginning of Period				1		1
Cash - End of Period			$	4,267	$	4,523

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


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


		June 30,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	11,165	$	13,695
	Receivables, Net		246,292		202,025
	Accounts Receivable from Affiliated Companies		394,242		160,176
	Unbilled Revenues		52,637		41,377
	Regulatory Assets		270,813		347,081
	Prepayments and Other Current Assets		71,624		28,086
Total Current Assets			1,046,773		792,440

Property, Plant and Equipment, Net			4,839,707		4,735,297

Deferred Debits and Other Assets:
	Regulatory Assets		1,461,875		1,444,870
	Other Long-Term Assets		59,998		87,382
Total Deferred Debits and Other Assets			1,521,873		1,532,252



Total Assets		$	7,408,353	$	7,059,989




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


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


			June 30,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	253,000	$	276,000
	Long-Term Debt - Current Portion			301,650		1,650
	Accounts Payable			148,210		168,611
	Accounts Payable to Affiliated Companies			423,758		247,061
	Accumulated Deferred Income Taxes - Current Portion			67,567		104,668
	Regulatory Liabilities			74,435		47,539
	Other Current Liabilities			116,473		144,433
Total Current Liabilities				1,385,093		989,962

Rate Reduction Bonds				-		43,493

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,384,219		1,321,026
	Regulatory Liabilities			249,862		244,224
	Accrued Pension			379,015		360,932
	Payable to Affiliated Companies			64,752		70,221
	Other Long-Term Liabilities			151,033		183,190
Total Deferred Credits and Other Liabilities				2,228,881		2,179,593

Capitalization:
	Long-Term Debt			1,499,339		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		1,259,415		1,210,405
	Common Stockholder's Equity			2,252,040		2,203,030
Total Capitalization				3,794,379		3,846,941

Total Liabilities and Capitalization			$	7,408,353	$	7,059,989



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


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


			For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Thousands of Dollars)			2013		2012		2013		2012

Operating Revenues			$	570,420	$	534,626	$	1,162,677	$	1,091,102

Operating Expenses:
	Purchased Power and Transmission			189,843		180,502		403,896		399,512
	Operations and Maintenance			87,891		109,038		180,192		257,218
	Depreciation			45,441		42,669		90,882		85,198
	Amortization of Regulatory Assets, Net			53,554		22,144		100,548		46,024
	Amortization of Rate Reduction Bonds			-		22,581		15,054		45,161
	Energy Efficiency Programs			50,679		35,487		102,382		82,391
	Taxes Other Than Income Taxes			30,491		28,308		62,665		59,169
		Total Operating Expenses		457,899		440,729		955,619		974,673
Operating Income				112,521		93,897		207,058		116,429

Interest Expense:
	Interest on Long-Term Debt			19,809		22,279		39,401		44,567
	Interest on Rate Reduction Bonds			-		927		399		2,253
	Other Interest			(2,620)		(5,597)		(6,687)		(11,433)
		Interest Expense		17,189		17,609		33,113		35,387
Other Income, Net				375		6		1,149		1,227
Income Before Income Tax Expense				95,707		76,294		175,094		82,269
Income Tax Expense				37,676		30,812		68,941		32,847
Net Income			$	58,031	$	45,482	$	106,153	$	49,422



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


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


			For the Six Months Ended June 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	106,153	$	49,422
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		11,307		46,726
		Depreciation		90,882		85,198
		Deferred Income Taxes		28,750		(16,389)
		Pension and PBOP Expense, Net of Pension Contributions		(5,139)		16,822
		Regulatory (Under)/Over Recoveries, Net		(33,901)		16,371
		Amortization of Regulatory Assets, Net		100,548		46,024
		Amortization of Rate Reduction Bonds		15,054		45,161
		Other		(47,574)		(25,239)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(60,174)		(19,555)
		Materials and Supplies		3,294		10,387
		Taxes Receivable/Accrued, Net		(39,813)		(29,978)
		Accounts Payable		(8,686)		(64,317)
		Accounts Receivable from/Payable to Affiliates, Net		(57,369)		(26,121)
		Other Current Assets and Liabilities, Net		(11,702)		24,899
Net Cash Flows Provided by Operating Activities				91,630		159,411

Investing Activities:
	Investments in Property, Plant and Equipment			(207,380)		(189,229)
	Decrease in Special Deposits			38,429		6,867
	Other Investing Activities			77		375
Net Cash Flows Used in Investing Activities				(168,874)		(181,987)

Financing Activities:
	Cash Dividends on Common Stock			(56,000)		(135,400)
	Cash Dividends on Preferred Stock			(1,143)		(980)
	(Decrease)/Increase in Notes Payable			(23,000)		203,000
	Issuance of Long-Term Debt			200,000		-
	Retirements of Long-Term Debt			(1,650)		(825)
	Retirements of Rate Reduction Bonds			(43,493)		(43,548)
Net Cash Flows Provided by Financing Activities				74,714		22,247
Net Decrease in Cash and Cash Equivalents				(2,530)		(329)
Cash and Cash Equivalents - Beginning of Period				13,695		9,373
Cash and Cash Equivalents - End of Period			$	11,165	$	9,044



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


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


		June 30,		December 31,
(Thousands of Dollars)		2013		2012

ASSETS

Current Assets:
	Cash	$	65	$	2,493
	Receivables, Net		83,024		87,164
	Accounts Receivable from Affiliated Companies		690		723
	Unbilled Revenues		36,443		39,982
	Taxes Receivable		2,500		17,177
	Fuel, Materials and Supplies		108,634		95,345
	Regulatory Assets		55,836		62,882
	Prepayments and Other Current Assets		19,035		22,205
Total Current Assets			306,227		327,971

Property, Plant and Equipment, Net			2,383,167		2,352,515

Deferred Debits and Other Assets:
	Regulatory Assets		311,442		351,059
	Other Long-Term Assets		58,992		83,052
Total Deferred Debits and Other Assets			370,434		434,111



Total Assets		$	3,059,828	$	3,114,597



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


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


			June 30,		December 31,
(Thousands of Dollars)			2013		2012

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	182,200	$	63,300
	Accounts Payable			57,657		62,864
	Accounts Payable to Affiliated Companies			17,111		21,337
	Regulatory Liabilities			21,913		23,002
	Renewable Portfolio Standards Compliance Obligations			4,500		17,383
	Other Current Liabilities			49,369		50,950
Total Current Liabilities				332,750		238,836

Rate Reduction Bonds				-		29,294

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			461,976		441,577
	Regulatory Liabilities			51,039		52,418
	Accrued Pension, SERP and PBOP			171,622		220,129
	Other Long-Term Liabilities			43,736		47,896
Total Deferred Credits and Other Liabilities				728,373		762,020

Capitalization:
	Long-Term Debt			889,051		997,932

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		701,468		701,052
		Retained Earnings		417,307		395,118
		Accumulated Other Comprehensive Loss		(9,121)		(9,655)
	Common Stockholder's Equity			1,109,654		1,086,515
Total Capitalization				1,998,705		2,084,447

Total Liabilities and Capitalization			$	3,059,828	$	3,114,597



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


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


			For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Thousands of Dollars)			2013		2012		2013		2012

Operating Revenues			$	216,113	$	255,105	$	489,942	$	498,102

Operating Expenses:
	Purchased Power, Fuel and Transmission			50,073		82,116		151,097		163,165
	Operations and Maintenance			62,400		68,435		122,129		133,413
	Depreciation			22,947		21,811		45,515		43,018
	Amortization of Regulatory Assets/(Liabilities), Net			1,081		2,798		(1,969)		177
	Amortization of Rate Reduction Bonds			4,991		13,814		19,748		27,743
	Energy Efficiency Programs			3,376		3,213		7,046		6,794
	Taxes Other Than Income Taxes			16,918		15,872		33,932		31,360
		Total Operating Expenses		161,786		208,059		377,498		405,670
Operating Income				54,327		47,046		112,444		92,432

Interest Expense:
	Interest on Long-Term Debt			10,811		11,539		22,606		23,103
	Interest on Rate Reduction Bonds			(239)		786		(154)		1,802
	Other Interest			576		460		863		692
		Interest Expense		11,148		12,785		23,315		25,597
Other Income, Net				632		549		1,662		2,590
Income Before Income Tax Expense				43,811		34,810		90,791		69,425
Income Tax Expense				16,617		13,578		34,602		26,931
Net Income			$	27,194	$	21,232	$	56,189	$	42,494








CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	27,194	$	21,232	$	56,189	$	42,494
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			291		291		582		581
	Changes in Unrealized Gains/(Losses) on Other Securities			(34)		9		(45)		11
	Changes in Funded Status of Pension, SERP and PBOP
		Benefit Plans		-		4		(3)		4
Other Comprehensive Income, Net of Tax				257		304		534		596
Comprehensive Income			$	27,451	$	21,536	$	56,723	$	43,090



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


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


			For the Six Months Ended June 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	56,189	$	42,494
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		45,515		43,018
		Deferred Income Taxes		25,450		17,885
		Pension, SERP and PBOP Expense		14,228		13,168
		Pension and PBOP Contributions		(45,721)		(91,990)
		Regulatory Overrecoveries, Net		4,844		3,625
		Amortization of Regulatory (Liabilities)/Assets, Net		(1,969)		177
		Amortization of Rate Reduction Bonds		19,748		27,743
		Other		3,123		16,543
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		597		3,283
		Fuel, Materials and Supplies		(13,289)		17,365
		Taxes Receivable/Accrued, Net		21,584		(3,776)
		Accounts Payable		26,159		(14,171)
		Other Current Assets and Liabilities, Net		(17,743)		(5,231)
Net Cash Flows Provided by Operating Activities				138,715		70,133

Investing Activities:
	Investments in Property, Plant and Equipment			(109,565)		(120,792)
	Decrease in Notes Receivable from Affiliates			-		55,900
	Decrease in Special Deposits			22,039		3,111
	Other Investing Activities			(13)		(66)
Net Cash Flows Used in Investing Activities				(87,539)		(61,847)

Financing Activities:
	Cash Dividends on Common Stock			(34,000)		(58,783)
	Retirements of Long-term Debt			(108,985)		-
	Increase in Notes Payable to Affiliates			118,900		78,500
	Retirements of Rate Reduction Bonds			(29,294)		(27,626)
	Other Financing Activities			(225)		(230)
Net Cash Flows Used in Financing Activities				(53,604)		(8,139)
Net (Decrease)/Increase in Cash				(2,428)		147
Cash - Beginning of Period				2,493		56
Cash - End of Period			$	65	$	203



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


WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)


	June 30,	December 31,
(Thousands of Dollars)	2013	2012

ASSETS

Current Assets:			&