UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 24, 2005
NORTHEAST UTILITIES
(Exact Name of Registrant as
Specified in Charter)
Massachusetts 1-5324 04-2147929
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
One Federal Street, Building 111-4
Springfield, Massachusetts 01105
(Address of Principal Executive
Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code
(413) 785-5871
Not Applicable
(Former Name or Former Address, if
Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 - Results of Operations and Financial Condition.
On January 25, 2005, Northeast Utilities (the "Company")
issued a news release announcing that it will restate its second
and third quarter 2004 financial statements and is lowering its
previous 2004 earnings guidance as a result of a determination that
mark-to-market accounting, rather than accrual accounting, is the
correct accounting for certain natural gas contracts established to
mitigate the risk of electricity purchased in anticipation of
winning certain levels of wholesale electric load in New England.
The information in Item 2.02 of this Form 8-K and the Exhibit
attached hereto shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of the section, nor shall it
be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such filing.
Item 4.02(a) - Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
On January 25, 2005, the Company issued a news release
announcing that it will restate its second and third quarter 2004
financial statements and is lowering its previous 2004 earnings
guidance as a result of a determination that mark-to-market
accounting, rather than accrual accounting, is the correct
accounting for certain natural gas contracts established to
mitigate the risk of electricity purchased in anticipation of
winning certain levels of wholesale electric load in New England.
Under mark-to-market accounting, changes in the fair value of the
natural gas contracts are recorded in earnings currently, rather
than as the natural gas is delivered, as under accrual
accounting. The Company has concluded that its use of accrual
accounting for those natural gas contracts in the second and third
quarters of 2004 was not correct and will mark them to market when
it restates results from those quarters and reports year-end 2004
results.
The Company's decision is based on its belief that adopting
mark-to-market accounting treatment for the natural gas contracts
is the most appropriate method for dealing with this complex
subject. The Company's decision to adopt mark-to-market accounting
and the decision to restate the second and third quarter 2004
financial statements was made on January 24, 2005 with the
concurrence of the Company's independent auditor, Deloitte & Touche
LLP, and the approval of the Audit Committee of the Company's Board of
Trustees.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------- -----------
Exhibit News Release issued by Northeast Utilities on
99.1 January 25, 2005.
[SIGNATURE PAGE TO FOLLOW]
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: January 26, 2005
NORTHEAST UTILITIES
By: /s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Vice President and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
Exhibit News Release issued by Northeast Utilities on January 25,
99.1 2005.