Edgar Filing: NORTHEAST UTILITIES

Converted by EDGARwiz

[september302013form10qedg002.gif]

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 September 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 October 31, 2013
Northeast Utilities Common shares, $5.00 par value	315,094,075 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
FERC ALJ	FERC Administrative Law Judge
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 – September 30, 2013 and December 31, 2012	1

Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2013 and 2012	3

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

Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012	4

The Connecticut Light and Power Company (Unaudited)

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

Condensed Statements of Income – Three and Nine Months Ended September 30, 2013 and 2012	7

Condensed Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2013 and 2012	7

Condensed Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012	8

NSTAR Electric Company and Subsidiary (Unaudited)

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

Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2013 and 2012	11

Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012	12

Public Service Company of New Hampshire and Subsidiary (Unaudited)

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

Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2013 and 2012	15

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

Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012	16

Western Massachusetts Electric Company (Unaudited)

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

Condensed Statements of Income – Three and Nine Months Ended September 30, 2013 and 2012	19

Condensed Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2013 and 2012	19

Condensed Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012	20

Combined Notes to Condensed Financial Statements (Unaudited)	21

iii


	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	57

NSTAR Electric Company and Subsidiary	60

Public Service Company of New Hampshire and Subsidiary	63

Western Massachusetts Electric Company	65

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	67

ITEM 4 – Controls and Procedures	67

PART II – OTHER INFORMATION

ITEM 1 – Legal Proceedings	68

ITEM 1A – Risk Factors	68

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	68

ITEM 6 – Exhibits	69

SIGNATURES	71

This Page Intentionally Left Blank


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


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

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	57,941	$	45,748
	Receivables, Net		784,498		792,822
	Unbilled Revenues		174,097		216,040
	Fuel, Materials and Supplies		304,698		267,713
	Regulatory Assets		474,198		705,025
	Prepayments and Other Current Assets		222,700		199,947
Total Current Assets			2,018,132		2,227,295

Property, Plant and Equipment, Net			17,187,896		16,605,010

Deferred Debits and Other Assets:
	Regulatory Assets		4,882,381		5,132,411
	Goodwill		3,519,401		3,519,401
	Marketable Securities		468,094		400,329
	Derivative Assets		88,887		90,612
	Other Long-Term Assets		279,527		327,766
Total Deferred Debits and Other Assets			9,238,290		9,470,519



Total Assets		$	28,444,318	$	28,302,824



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


NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


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

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	1,343,000	$	1,120,196
	Long-Term Debt - Current Portion			608,346		763,338
	Accounts Payable			554,010		764,350
	Regulatory Liabilities			224,416		134,115
	Other Current Liabilities			648,658		861,691
Total Current Liabilities				3,378,430		3,643,690

Rate Reduction Bonds				-		82,139

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			3,954,246		3,463,347
	Regulatory Liabilities			520,732		540,162
	Derivative Liabilities			766,804		882,654
	Accrued Pension, SERP and PBOP			1,808,896		2,130,497
	Other Long-Term Liabilities			897,997		967,561
Total Deferred Credits and Other Liabilities				7,948,675		7,984,221

Capitalization:
	Long-Term Debt			7,444,192		7,200,156

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

	Equity:
	Common Shareholders' Equity:
		Common Shares		1,665,098		1,662,547
		Capital Surplus, Paid In		6,185,805		6,183,267
		Retained Earnings		2,064,401		1,802,714
		Accumulated Other Comprehensive Loss		(67,387)		(72,854)
		Treasury Stock		(330,464)		(338,624)
	Common Shareholders' Equity			9,517,453		9,237,050
Total Capitalization				17,117,213		16,592,774

Total Liabilities and Capitalization			$	28,444,318	$	28,302,824



The 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 September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars, Except Share Information)				2013		2012		2013		2012

Operating Revenues				$	1,892,590	$	1,861,529	$	5,523,475	$	4,589,835

Operating Expenses:
	Purchased Power, Fuel and Transmission				645,881		602,751		1,881,992		1,540,110
	Operations and Maintenance				386,700		395,531		1,089,960		1,187,471
	Depreciation				149,105		144,475		463,635		369,798
	Amortization of Regulatory Assets, Net				70,046		43,835		178,668		74,851
	Amortization of Rate Reduction Bonds				-		43,044		42,581		102,144
	Energy Efficiency Programs				106,097		98,326		306,010		209,089
	Taxes Other Than Income Taxes				135,499		120,662		391,846		319,559
			Total Operating Expenses		1,493,328		1,448,624		4,354,692		3,803,022
Operating Income					399,262		412,905		1,168,783		786,813

Interest Expense:
	Interest on Long-Term Debt				84,911		86,459		256,205		233,352
	Interest on Rate Reduction Bonds				-		1,681		422		5,168
	Other Interest				2,565		2,221		(6,044)		7,336
		Interest Expense			87,476		90,361		250,583		245,856
Other Income, Net					8,945		4,324		21,655		14,904
Income Before Income Tax Expense					320,731		326,868		939,855		555,861
Income Tax Expense					109,351		117,360		325,442		199,379
Net Income					211,380		209,508		614,413		356,482
Net Income Attributable to Noncontrolling Interests					1,879		1,880		5,803		5,253
Net Income Attributable to Controlling Interest				$	209,501	$	207,628	$	608,610	$	351,229

Basic Earnings Per Common Share				$	0.66	$	0.66	$	1.93	$	1.33

Diluted Earnings Per Common Share				$	0.66	$	0.66	$	1.93	$	1.32

Dividends Declared Per Common Share				$	0.37	$	0.34	$	1.10	$	0.97

Weighted Average Common Shares Outstanding:
	Basic				315,291,346		314,806,441		315,191,752		264,636,636
	Diluted				316,218,239		315,805,796		316,061,131		265,353,377



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income				$	211,380	$	209,508	$	614,413	$	356,482
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments				509		516		1,539		1,455
	Changes in Unrealized Gains/(Losses) on
		Other Securities			(38)		217		(810)		411
	Changes in Funded Status of Pension, SERP
		and PBOP Benefit Plans			1,611		1,445		4,738		4,611
Other Comprehensive Income, Net of Tax					2,082		2,178		5,467		6,477
Comprehensive Income Attributable to Noncontrolling
	Interests				(1,879)		(1,880)		(5,803)		(5,253)
Comprehensive Income Attributable to Controlling Interest				$	211,583	$	209,806	$	614,077	$	357,706


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 Nine Months Ended September 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	614,413	$	356,482
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		463,635		369,798
		Deferred Income Taxes		334,225		186,181
		Pension, SERP and PBOP Expense		146,803		160,209
		Pension and PBOP Contributions		(338,301)		(237,123)
		Regulatory Over/(Under) Recoveries, Net		66,239		(26,236)
		Amortization of Regulatory Assets, Net		178,668		74,851
		Amortization of Rate Reduction Bonds		42,581		102,144
		Other		3,158		6,640
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(98,432)		(27,677)
		Fuel, Materials and Supplies		(13,134)		32,887
		Taxes Receivable/Accrued, Net		(28,609)		26,302
		Accounts Payable		(112,512)		(208,308)
		Other Current Assets and Liabilities, Net		(81,766)		(20,145)
Net Cash Flows Provided by Operating Activities				1,176,968		796,005

Investing Activities:
	Investments in Property, Plant and Equipment			(1,073,759)		(1,081,750)
	Proceeds from Sales of Marketable Securities			487,729		232,911
	Purchases of Marketable Securities			(541,070)		(252,762)
	Decrease in Special Deposits			69,259		6,199
	Other Investing Activities			(1,137)		34,066
Net Cash Flows Used in Investing Activities				(1,058,978)		(1,061,336)

Financing Activities:
	Cash Dividends on Common Shares			(341,720)		(267,356)
	Cash Dividends on Preferred Stock			(5,802)		(5,149)
	(Decrease)/Increase in Short-Term Debt			(172,000)		654,250
	Issuance of Long-Term Debt			1,350,000		300,000
	Retirements of Long-Term Debt			(840,600)		(267,561)
	Retirements of Rate Reduction Bonds			(82,139)		(95,225)
	Other Financing Activities			(13,536)		13,262
Net Cash Flows (Used in)/Provided by Financing Activities				(105,797)		332,221
Net Increase in Cash and Cash Equivalents				12,193		66,890
Cash and Cash Equivalents - Beginning of Period				45,748		6,559
Cash and Cash Equivalents - End of Period			$	57,941	$	73,449

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


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


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

ASSETS

Current Assets:
	Cash	$	15,253	$	1
	Receivables, Net		341,749		284,787
	Accounts Receivable from Affiliated Companies		1,733		6,641
	Unbilled Revenues		73,687		85,353
	Regulatory Assets		147,076		185,858
	Materials and Supplies		58,124		64,603
	Prepayments and Other Current Assets		61,277		26,413
Total Current Assets			698,899		653,656

Property, Plant and Equipment, Net			6,326,225		6,152,959

Deferred Debits and Other Assets:
	Regulatory Assets		2,021,974		2,158,363
	Derivative Assets		88,018		90,612
	Other Long-Term Assets		91,499		86,498
Total Deferred Debits and Other Assets			2,201,491		2,335,473



Total Assets		$	9,226,615	$	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)


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

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	342,900	$	99,296
	Long-Term Debt - Current Portion			150,000		125,000
	Accounts Payable			170,683		262,857
	Accounts Payable to Affiliated Companies			46,401		52,326
	Obligations to Third Party Suppliers			65,580		67,344
	Accrued Taxes			60,643		60,109
	Regulatory Liabilities			81,988		32,119
	Derivative Liabilities			94,123		96,931
	Other Current Liabilities			78,520		125,662
Total Current Liabilities				1,090,838		921,644

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,471,547		1,336,105
	Regulatory Liabilities			107,964		124,319
	Derivative Liabilities			756,437		865,571
	Accrued Pension, SERP and PBOP			291,257		304,696
	Other Long-Term Liabilities			160,368		197,434
Total Deferred Credits and Other Liabilities				2,787,573		2,828,125

Capitalization:
	Long-Term Debt			2,591,012		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		1,641,487		1,640,149
		Retained Earnings		940,647		839,628
		Accumulated Other Comprehensive Loss		(1,494)		(1,800)
	Common Stockholder's Equity			2,640,992		2,538,329
Total Capitalization				5,348,204		5,392,319

Total Liabilities and Capitalization			$	9,226,615	$	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 September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)			2013		2012		2013		2012

Operating Revenues			$	648,420	$	658,111	$	1,841,846	$	1,812,218

Operating Expenses:
	Purchased Power and Transmission			253,152		241,046		667,266		658,743
	Operations and Maintenance			127,104		141,913		359,759		480,286
	Depreciation			44,786		41,863		132,356		124,451
	Amortization of Regulatory Assets/(Liabilities), Net			(27)		8,656		11,223		19,912
	Energy Efficiency Programs			24,544		25,237		68,211		68,205
	Taxes Other Than Income Taxes			64,979		59,687		182,676		168,667
		Total Operating Expenses		514,538		518,402		1,421,491		1,520,264
Operating Income				133,882		139,709		420,355		291,954

Interest Expense:
	Interest on Long-Term Debt			32,845		31,429		98,163		94,646
	Other Interest			2,439		2,162		801		6,223
		Interest Expense		35,284		33,591		98,964		100,869
Other Income, Net				3,861		2,889		10,946		8,636
Income Before Income Tax Expense				102,459		109,007		332,337		199,721
Income Tax Expense				36,136		34,121		113,149		63,917
Net Income			$	66,323	$	74,886	$	219,188	$	135,804








CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	66,323	$	74,886	$	219,188	$	135,804
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			111		111		333		333
	Changes in Unrealized Gains/(Losses) on Other
		Securities		(1)		8		(27)		14
Other Comprehensive Income, Net of Tax				110		119		306		347
Comprehensive Income			$	66,433	$	75,005	$	219,494	$	136,151



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 Nine Months Ended September 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	219,188	$	135,804
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Depreciation		132,356		124,451
		Deferred Income Taxes		89,084		97,224
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		16,182		18,394
		Regulatory Over/(Under) Recoveries, Net		24,061		(13,804)
		Amortization of Regulatory Assets, Net		11,223		19,912
		Other		(8,759)		(10,701)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(44,523)		(21,632)
		Taxes Receivable/Accrued, Net		841		21,410
		Accounts Payable		(101,949)		(173,107)
		Other Current Assets and Liabilities, Net		(29,106)		(49,750)
Net Cash Flows Provided by Operating Activities				308,598		148,201

Investing Activities:
	Investments in Property, Plant and Equipment			(294,638)		(332,323)
	Other Investing Activities			2,013		13,707
Net Cash Flows Used in Investing Activities				(292,625)		(318,616)

Financing Activities:
	Cash Dividends on Common Stock			(114,000)		(100,486)
	Cash Dividends on Preferred Stock			(4,169)		(4,169)
	Issuance of Long Term Debt			400,000		-
	Retirements of Long-Term Debt			(125,000)		-
	(Decrease)/Increase in Notes Payable to Affiliates			(62,200)		314,275
	Decrease in Short-Term Debt			(89,000)		(31,000)
	Other Financing Activities			(6,352)		(1,636)
Net Cash Flows (Used in)/Provided by Financing Activities				(721)		176,984
Net Increase in Cash				15,252		6,569
Cash - Beginning of Period				1		1
Cash - End of Period			$	15,253	$	6,570

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


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


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

ASSETS

Current Assets:
	Cash and Cash Equivalents	$	15,470	$	13,695
	Receivables, Net		263,055		202,025
	Accounts Receivable from Affiliated Companies		70,279		160,176
	Unbilled Revenues		48,570		41,377
	Regulatory Assets		189,754		347,081
	Prepayments and Other Current Assets		54,105		28,086
Total Current Assets			641,233		792,440

Property, Plant and Equipment, Net			4,923,410		4,735,297

Deferred Debits and Other Assets:
	Regulatory Assets		1,538,222		1,444,870
	Other Long-Term Assets		59,267		87,382
Total Deferred Debits and Other Assets			1,597,489		1,532,252



Total Assets		$	7,162,132	$	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)


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

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	156,000	$	276,000
	Long-Term Debt - Current Portion			301,650		1,650
	Accounts Payable			157,375		168,611
	Accounts Payable to Affiliated Companies			97,992		247,061
	Accumulated Deferred Income Taxes			32,049		104,668
	Regulatory Liabilities			82,521		47,539
	Other Current Liabilities			128,846		144,433
Total Current Liabilities				956,433		989,962

Rate Reduction Bonds				-		43,493

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,463,285		1,321,026
	Regulatory Liabilities			251,005		244,224
	Accrued Pension			380,688		360,932
	Payable to Affiliated Companies			64,752		70,221
	Other Long-Term Liabilities			145,032		183,190
Total Deferred Credits and Other Liabilities				2,304,762		2,179,593

Capitalization:
	Long-Term Debt			1,499,378		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		1,365,934		1,210,405
	Common Stockholder's Equity			2,358,559		2,203,030
Total Capitalization				3,900,937		3,846,941

Total Liabilities and Capitalization			$	7,162,132	$	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 September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)			2013		2012		2013		2012

Operating Revenues			$	753,879	$	693,653	$	1,916,557	$	1,784,755

Operating Expenses:
	Purchased Power and Transmission			255,244		222,753		659,140		622,265
	Operations and Maintenance			97,069		83,329		277,261		340,547
	Depreciation			45,441		42,494		136,323		127,692
	Amortization of Regulatory Assets, Net			72,740		41,888		173,289		87,912
	Amortization of Rate Reduction Bonds			-		22,581		15,054		67,742
	Energy Efficiency Programs			58,798		55,969		161,180		138,360
	Taxes Other Than Income Taxes			32,610		30,520		95,275		89,689
		Total Operating Expenses		561,902		499,534		1,517,522		1,474,207
Operating Income				191,977		194,119		399,035		310,548

Interest Expense:
	Interest on Long-Term Debt			19,860		22,386		59,261		66,953
	Interest on Rate Reduction Bonds			-		853		399		3,106
	Other Interest			(1,324)		(4,704)		(8,011)		(16,137)
		Interest Expense		18,536		18,535		51,649		53,922
Other Income, Net				2,126		551		3,275		1,778
Income Before Income Tax Expense				175,567		176,135		350,661		258,404
Income Tax Expense				68,558		69,373		137,499		102,220
Net Income			$	107,009	$	106,762	$	213,162	$	156,184



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 Nine Months Ended September 30,
(Thousands of Dollars)			2013		2012

Operating Activities:
	Net Income		$	213,162	$	156,184
	Adjustments to Reconcile Net Income to Net Cash Flows
		Provided by Operating Activities:
		Bad Debt Expense		19,012		53,254
		Depreciation		136,323		127,692
		Deferred Income Taxes		26,358		(20,250)
		Pension and PBOP Expense, Net of Pension Contributions		(55,195)		1,394
		Regulatory (Under)/Over Recoveries, Net		(11,299)		62,075
		Amortization of Regulatory Assets, Net		173,289		87,912
		Amortization of Rate Reduction Bonds		15,054		67,742
		Other		(48,291)		(29,154)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(80,575)		(61,528)
		Materials and Supplies		7,961		7,264
		Taxes Receivable/Accrued, Net		(6,345)		44,142
		Accounts Payable		6,856		(81,292)
		Accounts Receivable from/Payable to Affiliates, Net		(59,173)		(41,760)
		Other Current Assets and Liabilities, Net		(19,547)		58,890
Net Cash Flows Provided by Operating Activities				317,590		432,565

Investing Activities:
	Investments in Property, Plant and Equipment			(330,635)		(298,424)
	Decrease in Special Deposits			37,899		25,234
	Other Investing Activities			575		375
Net Cash Flows Used in Investing Activities				(292,161)		(272,815)

Financing Activities:
	Cash Dividends on Common Stock			(56,000)		(188,700)
	Cash Dividends on Preferred Stock			(1,633)		(1,470)
	(Decrease)/Increase in Notes Payable			(120,000)		104,500
	Issuance of Long-Term Debt			200,000		-
	Retirements of Long-Term Debt			(1,650)		(688)
	Retirements of Rate Reduction Bonds			(43,493)		(84,367)
	Other Financing Activities			(878)		13,336
Net Cash Flows Used in Financing Activities				(23,654)		(157,389)
Net Increase in Cash and Cash Equivalents				1,775		2,361
Cash and Cash Equivalents - Beginning of Period				13,695		9,373
Cash and Cash Equivalents - End of Period			$	15,470	$	11,734



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)


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

ASSETS

Current Assets:
	Cash	$	5,604	$	2,493
	Receivables, Net		78,464		87,164
	Accounts Receivable from Affiliated Companies		1,182		723
	Unbilled Revenues		31,081		39,982
	Taxes Receivable		12,074		17,177
	Fuel, Materials and Supplies		125,801		95,345
	Regulatory Assets		67,716		62,882
	Prepayments and Other Current Assets		6,464		22,205
Total Current Assets			328,386		327,971

Property, Plant and Equipment, Net			2,409,039		2,352,515

Deferred Debits and Other Assets:
	Regulatory Assets		301,368		351,059
	Other Long-Term Assets		55,953		83,052
Total Deferred Debits and Other Assets			357,321		434,111



Total Assets		$	3,094,746	$	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)


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

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to Affiliated Companies		$	228,500	$	63,300
	Long-Term Debt - Current Portion			50,000		-
	Accounts Payable			60,814		62,864
	Accounts Payable to Affiliated Companies			18,279		21,337
	Regulatory Liabilities			23,394		23,002
	Renewable Portfolio Standards Compliance Obligations			6,701		17,383
	Other Current Liabilities			54,315		50,950
Total Current Liabilities				442,003		238,836

Rate Reduction Bonds				-		29,294

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			490,863		441,577
	Regulatory Liabilities			52,867		52,418
	Accrued Pension, SERP and PBOP			104,557		220,129
	Other Long-Term Liabilities			43,866		47,896
Total Deferred Credits and Other Liabilities				692,153		762,020

Capitalization:
	Long-Term Debt			839,104		997,932

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		701,659		701,052
		Retained Earnings		428,660		395,118
		Accumulated Other Comprehensive Loss		(8,833)		(9,655)
	Common Stockholder's Equity			1,121,486		1,086,515
Total Capitalization				1,960,590		2,084,447

Total Liabilities and Capitalization			$	3,094,746	$	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 September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)			2013		2012		2013		2012

Operating Revenues			$	218,608	$	256,949	$	708,550	$	755,051

Operating Expenses:
	Purchased Power, Fuel and Transmission			46,668		76,008		197,765		239,173
	Operations and Maintenance			69,477		67,547		191,606		200,960
	Depreciation			22,919		22,264		68,433		65,282
	Amortization of Regulatory Assets/(Liabilities), Net			225		(6,356)		(1,745)		(6,179)
	Amortization of Rate Reduction Bonds			-		16,112		19,748		43,855
	Energy Efficiency Programs			3,990		4,030		11,036		10,824
	Taxes Other Than Income Taxes			18,706		16,046		52,640		47,406
		Total Operating Expenses		161,985		195,651		539,483		601,321
Operating Income				56,623		61,298		169,067		153,730

Interest Expense:
	Interest on Long-Term Debt			10,345		11,434		32,951		34,537
	Interest on Rate Reduction Bonds			-		564		(154)		2,366
	Other Interest			521		609		1,384		1,301
		Interest Expense		10,866		12,607		34,181		38,204
Other Income/(Loss), Net				792		(353)		2,454		2,237
Income Before Income Tax Expense				46,549		48,338		137,340		117,763
Income Tax Expense				18,196		21,106		52,797		48,037
Net Income			$	28,353	$	27,232	$	84,543	$	69,726








CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	28,353	$	27,232	$	84,543	$	69,726
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			290		291		872		872
	Changes in Unrealized Gains/(Losses) on
		Other Securities		(2)		13		(47)		24
	Changes in Funded Status of Pension, SERP
		and PBOP Benefit Plans		-		(2)		(3)		2
Other Comprehensive Income, Net of Tax				288		302		822		898
Comprehensive Income			$	28,641	$	27,534	$	85,365	$	70,624



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)